MS Holdings Offer Document PDF

CORPORATE
PROFILE
(Incorporated in the Republic of Singapore on 21 May 2014)
(Company Registration Number: 201414628C)
OFFER DOCUMENT DATED 29 OCTOBER 2014
(Registered by the Singapore Exchange Securities Trading Limited

(the SGX-ST) acting as agent on behalf of the Monetary Authority
of Singapore (the Authority) on 29 October 2014)
This document is important. If you are in any doubt as to the
action you should take, you should consult your legal, financial,
tax, or other professional adviser(s).
United Overseas Bank Limited (the Sponsor and Issue Manager)
has made an application to the SGX-ST for permission to deal in,
and for quotation of, all the ordinary shares (the Shares) in the
capital of the Company already issued (including the Vendor Shares
(as defined herein)) and the new Shares (the New Shares) which
form part of the Placement (as defined herein) on Catalist. The
dealing in and quotation of the Shares will be in Singapore dollars.
Companies listed on Catalist may carry higher investment risk when
compared with larger or more established companies listed on the
SGX-ST Main Board. In particular, companies may list on Catalist
without a track record of profitability and there is no assurance
that there will be a liquid market in the shares or units of shares
traded on Catalist. You should be aware of the risks of investing in
such companies and should make the decision to invest only after
careful consideration and, if appropriate, consultation with your
professional adviser(s).
This Placement is made in or accompanied by this Offer Document
that has been registered by the SGX-ST acting as agent on behalf of
the Authority. We have not lodged or registered this Offer Document
in any other jurisdiction.
Neither the Authority nor the SGX-ST has examined or approved
the contents of this Offer Document. Neither the Authority nor the
SGX-ST assumes any responsibility for the contents of this Offer
Placement of 27,000,000
Shares comprising
20,000,000 New Shares
and 7,000,000 Vendor
Shares at $0.25 for each
Share, payable in full on
application.
Sponsor, Issue Manager and
Placement Agent
Address: 22 Pandan Road Singapore 609274

Tel: (65) 6266 3455
United Overseas Bank Limited

(Incorporated in the Republic of Singapore)
(Company Registration Number: 193500026Z)
Document, including the correctness of any of the statements or

opinions made or reports contained in this Offer Document. The
SGX-ST does not normally review the application for admission
but relies on the Sponsor and Issue Manager confirming that the
Company is suitable to be listed on Catalist and complies with
the Catalist Rules (as defined herein). Neither the Authority nor
the SGX-ST has, in any way, considered the merits of the Shares
(including the Vendor Shares) and the New Shares.
The registration of this Offer Document by the SGX-ST does not
imply that the Securities and Futures Act (Chapter 289) of Singapore,
or any other legal or regulatory requirements, or requirements
under the Catalist Rules, have been complied with.
Acceptance of applications for the Placement Shares will be
conditional upon allotment and the issue of the New Shares and
the listing and quotation of all the existing issued Shares (including
the Vendor Shares) and the New Shares on Catalist. Monies paid in
respect of any application accepted will be returned to you at your
own risk, without interest or any share of revenue or other benefit
arising therefrom, if the admission and listing do not proceed, and
you will not have any claims against us, the Vendor, and the Sponsor,
Issue Manager and Placement Agent (as defined herein).
After the expiration of six months from the date of registration of
this Offer Document, no person shall make an offer of securities,
or allot, issue or sell any securities, on the basis of this Offer
Document; and no officer or equivalent person or promoter of the
Company will authorise or permit the offer of any securities or the
allotment, issue or sale of any securities, on the basis of this Offer
Document.
Investing in the Shares involves risks which are described in
the RISK FACTORS section of this Offer Document.
We are one of the leading crane

rental companies in Singapore. We
focus on providing mobile cranes and
lorry cranes as they can be deployed easily
in a wide range of lifting operations and have
short set-up time due to their ability to travel
on roads thus eliminating the need for special
equipment to transport them to jobsites.
With our fleet of young and modern cranes, we serve a wide customer base of
over 350 customers, mainly from the construction, marine, logistics, oil and gas
as well as infrastructure industries. This strategy of building and maintaining a welldiversified customer base ensures that we are not overly reliant on any particular
customer or particular business sector. In FY2014, sales to repeat customers accounted
for more than 80.0% of our Groups revenue.
BUSINESS MODEL
We typically rent our cranes to customers on a daily basis or short term basis as this would increase
the flexibility of deploying our cranes and thus enable us to optimise the utilisation of our fleet.
OUR FLEET
As at the Latest Practicable Date, we have a fleet of 25 mobile cranes with lifting capacities
ranging from 25 tonnes to 750 tonnes and a fleet of 5 lorry cranes with lifting capacities ranging
from 10 tonnes to 75 tonnes. In addition, we own a fleet of hauling equipment comprising 13
prime movers and more than 35 trailers to support our operations.
The average age of our mobile cranes

as at the Latest Practicable Date is
approximately eight years.
CORPORATE
PROFILE

Shares comprising
application.
Placement Agent

Tel: (65) 6266 3455


(including the Vendor Shares) and the New Shares being offered for
investment.
you will not have any claims against us, the Vendor, the Sponsor,
Document.

BUSINESS MODEL
OUR FLEET

COMPETITIVE STRENGTHS
We have an established track record in
mobile crane rental business
Origins of our business can be traced back to more than 50
years ago when Moh Seng and Company was founded in
the 1960s by the father of our Controlling Shareholder and
Executive Officer, Yap Sian Lay.
Established a reputation as a reliable supplier of cranes in
Singapore in the last few decades for customers in various
industries in Singapore. This is achieved through strong
emphasis on safety, efficiency as well as maintaining a high
level of responsiveness to customers requirements.
We maintain a relatively new fleet of

cranes of various tonnages
Our strategy is to build a fleet of cranes through selective
acquisition taking into account industry trends and feedback
from customers.
Periodically upgrade and renew our fleet to ensure that
we have access to cranes with newer technology and
capabilities to keep up with the needs of our customers.
We supply our cranes to a wide customer

base for short term rental which enables
us to optimise the utilisation for our
cranes
Built a wide customer base of over 350 customers in
Singapore in the construction, marine, logistics, oil and gas
as well as infrastructure industries.
Well-diversified customer base ensures that we are not
overly reliant on any particular customer. We believe it has
also increased the resilience of our operations and is an
effective strategy in managing our business risks.
We have an experienced and qualified

management team
Experienced management team possesses in-depth
knowledge as well as a wide network of contacts in the
crane rental industry.
Under their leadership, we have grown over the years to
become one of the top 20 crane rental companies with over
350 customers in Singapore.
Enables us to serve a wide range of customers who may

have stringent requirements on the age and safety features
of cranes which will enhance our chance of securing orders
from customers.
PROSPECTS
Moving forward, barring
unforeseen circumstances, our
Directors believe that prospects
for our business remain positive
over the next few years.
Financial Year Ended: 30 April
Construction activities in
Singapore
For 2015 and 2016, average construction
demand is expected to be sustained at between
$25.0 billion and $34.0 billion per annum1.
Net Cash from Operating Activities

($ million)
Notable projects include Thomson MRT line,

Eastern Region Line as well as Changi Airport
Terminals 4 and 5.
Logistics activities in
Singapore
Singapore is one of the worlds busiest
transshipment hubs, handling approximately
31.3 million TEUs of containers in 20122.
Singapore plans to expand its capacity to 65
million TEUs of annual capacity by 2027 by
building a new port in Tuas. Singapore is also
spending $3.5 billion to expand capacity at its
Pasir Panjang Terminal by 15 million TEUs3.
BUSINESS STRATEGIES AND

FUTURE PLANS
FINANCIAL
HIGHLIGHTS
4.6
FY2012
FY2013
FY2014
Gross Profit Margin

(%)
Oil and gas activities in

Singapore
To acquire
mobile cranes
and hauling
equipment
Singapore is the world leader for production

of jack-up rigs and FPSO units4. Our Directors
believe that the positive outlook for oil and gas
industries will lead to an increase in demand
for jack-up rigs and FPSO units as well as other
oil and gas production facilities and an increase
in demand for cranes to provide lifting services
in the construction process.
46.8
44.5
41.2
FY2012
To develop
our mobile
crane trading
business
5.4
5.3
To expand our
business through
acquisitions, joint
ventures and
strategic alliances
Press Release Construction Demand for 2014 to Remain Strong, Building and
Construction Authority (Singapore), 9 January 2014
Singapore Economic Development Board
3
4
1
FY2013
FY2014
We have an established track record in
mobile crane rental business
Origins of our business can be traced back to more than 50
years ago when Moh Seng and Company was founded in
the 1960s by the farther of our Controlling Shareholder and
Executive Officer, Yap Sian Lay.
Established a reputation as a reliable supplier of cranes in
Singapore in the last few decades for customers in various
industries in Singapore. This is achieved through strong
emphasis on safety, efficiency as well as maintaining a high
level of responsiveness to customers requirements.
We maintain a relatively new fleet of

cranes of various tonnages
Our strategy is to build a fleet of cranes through selective
acquisition taking into account industry trends and feedback
from customers.
Periodically upgrade and renew our fleet to ensure that
we have access to cranes with newer technology and
capabilities to keep up with the needs of our customers.
We supply our cranes to a wide customer

base for short term rental which enables
us to optimise the utilisation for our
cranes
Built a wide customer base of over 350 customers in
Singapore in the construction, marine, logistics, oil and gas
as well as infrastructure industries.
Well-diversified customer base ensures that we are not
overly reliant on any particular customer. We believe it has
also increased the resilience of our operations and is an
effective strategy in managing our business risks.
We have an experienced and qualified

management team
Experienced management team possesses in-depth
knowledge as well as a wide network of contacts in the
crane rental industry.
Under their leadership, we have grown over the years to
become one of the top 20 crane rental companies with over
350 customers in Singapore.
Enables us to serve a wide range of customers who may

have stringent requirements on the age and safety features
of cranes which will enhance our chance of securing orders
from customers.
PROSPECTS
Moving forward, barring
unforeseen circumstances, our
Directors believe that prospects
for our business remain positive
over the next few years.
Financial Year Ended: 30 April
Construction activities in
Singapore
For 2015 and 2016, average construction
demand is expected to be sustained at between
$25.0 billion and $34.0 billion per annum1.
Net Cash from Operating Activities

($ million)
Notable projects include Thomson MRT line,

Eastern Region Line as well as Changi Airport
Terminals 4 and 5.
Logistics activities in
Singapore
Singapore is one of the worlds busiest
transshipment hubs, handling approximately
31.3 million TEUs of containers in 20122.
Singapore plans to expand its capacity to 65
million TEUs of annual capacity by 2027 by
building a new port in Tuas. Singapore is also
spending $3.5 billion to expand capacity at its
Pasir Panjang Terminal by 15 million TEUs3.
BUSINESS STRATEGIES AND

FUTURE PLANS
FINANCIAL
HIGHLIGHTS
4.6
FY2012
FY2013
FY2014
Gross Profit Margin

(%)
Oil and gas activities in

Singapore
To acquire
mobile cranes
and hauling
equipment
Singapore is the world leader for production

of jack-up rigs and FPSO units4. Our Directors
believe that the positive outlook for oil and gas
industries will lead to an increase in demand
for jack-up rigs and FPSO units as well as other
oil and gas production facilities and an increase
in demand for cranes to provide lifting services
in the construction process.
46.8
44.5
41.2
FY2012
To develop
our mobile
crane trading
business
5.4
5.3
To expand our
business through
acquisitions, joint
ventures and
strategic alliances
Press Release Construction Demand for 2014 to Remain Strong, Building and
Construction Authority (Singapore), 9 January 2014
3
4
1
FY2013
FY2014
CONTENTS
Page
CORPORATE INFORMATION ............................................................................................................
DEFINITIONS ......................................................................................................................................
GLOSSARY OF TECHNICAL TERMS ................................................................................................
11
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS......................................
12
SELLING RESTRICTIONS ..................................................................................................................
14
DETAILS OF THE PLACEMENT

LISTING ON CATALIST ..................................................................................................................
15
INDICATIVE TIMETABLE FOR LISTING ........................................................................................
19
OFFER DOCUMENT SUMMARY

OVERVIEW OF OUR GROUP ........................................................................................................
20
FINANCIAL HIGHLIGHTS ..............................................................................................................
21
THE PLACEMENT ..............................................................................................................................
22
PLAN OF DISTRIBUTION ..................................................................................................................
23
USE OF PROCEEDS FROM THE PLACEMENT AND EXPENSES INCURRED ..............................
24
MANAGEMENT AND PLACEMENT ARRANGEMENTS....................................................................
26
RISK FACTORS ..................................................................................................................................
30
PLACEMENT STATISTICS ..................................................................................................................
39
DILUTION ............................................................................................................................................
41
CAPITALISATION AND INDEBTEDNESS ..........................................................................................
42
DIVIDEND POLICY ..............................................................................................................................
45
SUMMARY OF OUR FINANCIAL INFORMATION ............................................................................
46
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND

FINANCIAL POSITION
OVERVIEW......................................................................................................................................
49
SEASONALITY................................................................................................................................
52
INFLATION ......................................................................................................................................
52
REVIEW OF RESULTS OF OPERATIONS ....................................................................................
53
REVIEW OF FINANCIAL POSITION ..............................................................................................
56
LIQUIDITY AND CAPITAL RESOURCES ......................................................................................
58
CAPITAL EXPENDITURES, DIVESTMENTS, COMMITMENTS AND CONTINGENT

LIABILITIES ....................................................................................................................................
60
FOREIGN EXCHANGE MANAGEMENT ........................................................................................
62
SIGNIFICANT ACCOUNTING POLICY CHANGES ......................................................................
63
CONTENTS
GENERAL INFORMATION ON OUR GROUP
SHARE CAPITAL ............................................................................................................................
64
RESTRUCTURING EXERCISE ......................................................................................................
66
GROUP STRUCTURE ....................................................................................................................
68
OUR SUBSIDIARIES ......................................................................................................................
68
OUR ASSOCIATED COMPANY......................................................................................................
69
SHAREHOLDERS ..........................................................................................................................
69
VENDOR ........................................................................................................................................
70
MORATORIUM ................................................................................................................................
70
HISTORY
OUR HISTORY................................................................................................................................
71
AWARDS AND ACCREDITATIONS ................................................................................................
73
BUSINESS
BUSINESS OVERVIEW ..................................................................................................................
74
SALES AND MARKETING..............................................................................................................
78
QUALITY ASSURANCE..................................................................................................................
79
MAJOR CUSTOMERS ....................................................................................................................
81
MAJOR SUPPLIERS ......................................................................................................................
82
CREDIT POLICY AND MANAGEMENT ........................................................................................
84
RESEARCH AND DEVELOPMENT................................................................................................
85
INTELLECTUAL PROPERTY..........................................................................................................
85
LICENCES, PERMITS AND APPROVALS ....................................................................................
86
PRODUCTION CAPACITY AND UTILISATION ..............................................................................
86
PROPERTIES AND FIXED ASSETS..............................................................................................
87
STAFF TRAINING ..........................................................................................................................
88
INSURANCE ..................................................................................................................................
89
COMPETITION................................................................................................................................
89
COMPETITIVE STRENGTHS ........................................................................................................
90
PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS

PROSPECTS ..................................................................................................................................
92
TREND INFORMATION ..................................................................................................................
93
ORDER BOOK ................................................................................................................................
94
BUSINESS STRATEGIES AND FUTURE PLANS..........................................................................
94
CORPORATE SOCIAL RESPONSIBILITY ....................................................................................
95
GOVERNMENT REGULATIONS ........................................................................................................
96
EXCHANGE CONTROLS ....................................................................................................................
103
CONTENTS
DIRECTORS, EXECUTIVE OFFICERS AND STAFF
MANAGEMENT REPORTING STRUCTURE ................................................................................
104
DIRECTORS ..................................................................................................................................
104
EXECUTIVE OFFICERS ................................................................................................................
109
STAFF..............................................................................................................................................
111
REMUNERATION OF DIRECTORS, EXECUTIVE OFFICERS AND RELATED EMPLOYEES ....
112
SERVICE AGREEMENTS ..............................................................................................................
113
CORPORATE GOVERNANCE........................................................................................................
114
BOARD PRACTICES ......................................................................................................................
117
INTERESTED PERSON TRANSACTIONS

PAST TRANSACTIONS ..................................................................................................................
118
PRESENT AND ON-GOING TRANSACTIONS ..............................................................................
119
REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS ..................
123
POTENTIAL CONFLICTS OF INTERESTS

INTERESTS OF DIRECTORS, CONTROLLING SHAREHOLDERS OR THEIR
ASSOCIATES ..................................................................................................................................
125
INTERESTS OF EXPERTS ............................................................................................................
126
INTERESTS OF SPONSOR, ISSUE MANAGER AND PLACEMENT AGENT ..............................
126
CLEARANCE AND SETTLEMENT ....................................................................................................
127
GENERAL AND STATUTORY INFORMATION ..................................................................................
128
APPENDIX A
INDEPENDENT AUDITORS REPORT AND THE AUDITED COMBINED FINANCIAL
STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 APRIL 2012, 2013 AND 2014 ................
A-1
APPENDIX B
INDEPENDENT AUDITORS REPORT AND THE UNAUDITED PRO FORMA GROUP FINANCIAL
INFORMATION FOR THE FINANCIAL YEAR ENDED 30 APRIL 2014 ..............................................
B-1
APPENDIX C
SUMMARY OF ARTICLES OF ASSOCIATION OF OUR COMPANY ................................................
C-1
APPENDIX D
DESCRIPTION OF OUR SHARES ......................................................................................................
D-1
APPENDIX E
TAXATION ............................................................................................................................................
E-1
APPENDIX F
TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE ..................
F-1
CORPORATE INFORMATION
BOARD OF DIRECTORS
Ng Chui Hwa (Executive Chairman)

Yap Chin Hock (Ye Jinfu) (Executive Director and CEO)
Yap Bee Ling (Ye Meiling) (Executive Director (Business
Development))
Goh Boon Chye (Lead Independent Director)
Lim Kee Way Irwin (Independent Director)
Lau Yan Wai (Independent Director)
COMPANY SECRETARIES
Lee Hock Heng, ACIS

Srikanth Rayaprolu, ACIS
REGISTERED OFFICE AND

PRINCIPAL PLACE OF BUSINESS
22 Pandan Road
Singapore 609274
SHARE REGISTRAR AND SHARE

TRANSFER OFFICE
Tricor Barbinder Share Registration Services

(A division of Tricor Singapore Pte. Ltd.)
80 Robinson Road #02-00
Singapore 068898
SPONSOR, ISSUE MANAGER

AND PLACEMENT AGENT

80 Raffles Place
UOB Plaza
Singapore 048624
AUDITORS AND REPORTING

ACCOUNTANTS
Ernst & Young LLP

One Raffles Quay
North Tower, Level 18
Singapore 048583
Partner-in-charge: Chan Yew Kiang (A member of the
Institute of Singapore Chartered Accountants)
SOLICITORS TO THE PLACEMENT

AND LEGAL ADVISERS TO THE
COMPANY ON SINGAPORE LAW
Opal Lawyers LLC

30 Raffles Place
#19-04 Chevron House
Singapore 048622
SOLICITORS TO THE SPONSOR,

ISSUE MANAGER AND
PLACEMENT AGENT
Rodyk & Davidson LLP

80 Raffles Place
#33-00 UOB Plaza 1
Singapore 048624
RECEIVING BANK

80 Raffles Place
UOB Plaza
Singapore 048624
PRINCIPAL BANKER

80 Raffles Place
UOB Plaza
Singapore 048624
VENDOR
Yap Chin Hock (Ye Jinfu)

1B Brizay Park
Singapore 279965
DEFINITIONS
In this Offer Document and the accompanying Application Form, unless the context otherwise requires,
the following definitions apply throughout where the context so admits:
Companies within our Group and Associated Company
Company
MS Holdings Limited
GMS JV
GKE & Mohseng Pte. Ltd.
Group
Our Company and our subsidiaries comprising MS Cranes,

MS Equipment and MS Services
MS Cranes
Moh Seng Cranes Pte. Ltd.
MS Equipment
MS Equipment Pte. Ltd.
MS Services
Moh Seng Services Pte. Ltd. (formerly known as Chin Hock

Cranes Pte. Ltd.)
Authority
The Monetary Authority of Singapore
BCA
Building and Construction Authority (Singapore)
CDP
The Central Depository (Pte) Limited
CPF
The Central Provident Fund
HDB
Housing and Development Board (Singapore)
ISO
International Organisation for Standardisation
Jurong Port
Jurong Port Pte Ltd
LTA
Land Transport Authority (Singapore)
MOM
Ministry of Manpower (Singapore)
NY
NY Property Pte. Ltd., an investment holding company

incorporated in Singapore wholly owned by Ng Chui Hwa
and Yap Sian Lay in equal proportions
OPEC
Organisation of the Petroleum Exporting Countries
SCCS
Securities Clearing and Computer Services (Pte) Limited
SGX-ST
Singapore Exchange Securities Trading Limited
Sponsor, Issue Manager,

Placement Agent or UOB
WSH
Workplace Safety and Health Council (Singapore)
YSL
YSL Property Pte. Ltd., an investment holding company

incorporated in Singapore wholly owned by Ng Chui Hwa
and Yap Sian Lay in equal proportions
Other Corporations and Agencies
DEFINITIONS
General
Application Form
The official printed application form to be used for the

purpose of the Placement and which forms part of this Offer
Document
Application List
The list of applications for the subscription and/or purchase

of the Placement Shares
Articles of Association
The articles of association of our Company
Associate
(a)
(b)
associated company
in relation to any director, CEO, substantial

shareholder or controlling shareholder (being an
individual) means:
(i)
his immediate family;
(ii)
the trustees of any trust of which he or his

immediate family is a beneficiary or, in the case
of a discretionary trust, is a discretionary object;
or
(iii)
any company in which he and his immediate

family together (directly or indirectly) have an
interest of 30.0% or more of the aggregate of
the nominal amount of all the voting shares; and
in relation to a substantial shareholder or a controlling

shareholder (being a company) means any other
company which is its subsidiary or holding company or
is a fellow subsidiary of any such holding company or
one in the equity of which it and/or such other
company or companies taken together (directly or
indirectly) have an interest of 30.0% or more
In relation to a corporation, means:

(a)
any corporation in which the corporation or its

subsidiary has, or the corporation and its subsidiary
together have, a direct interest of not less than 20.0%
but not more than 50.0% of the aggregate of the
nominal amount of all the voting shares; or
(b)
any corporation, other than a subsidiary of the

corporation or a corporation which is an associated
company by virtue of paragraph (a), the policies of
which the corporation or its subsidiary, or the
corporation together with its subsidiary, is able to
influence materially
Audit Committee
The audit committee of our Company as at the date of this

Offer Document, unless otherwise stated
Board or Board of Directors
The board of Directors of our Company as at the date of this

DEFINITIONS
business trust
Has the same meaning as in Section 2 of the Business

Trusts Act (Chapter 31A) of Singapore, as may be amended,
varied or supplemented from time to time
Catalist
The Catalist Board of the SGX-ST
Catalist Rules
Any or all of the rules in the SGX-ST Listing Manual Section

B: Rules of Catalist, as may be amended, varied or
supplemented from time to time
CEO
Chief Executive Officer
Companies Act
The Companies Act (Chapter 50) of Singapore, as may be

amended, varied or supplemented from time to time
Controlling Shareholder
A person who has an interest in our Shares of an aggregate

of not less than 15.0% of the total votes attached to all our
Shares, or in fact exercises control over our Company
Directors
The directors of our Company as at the date of this Offer

Document, unless otherwise stated
entity
Includes a corporation, an unincorporated association, a

partnership and the government of any state, but does not
include a trust
EPS
Earnings per Share
Executive Directors
The executive Directors of our Company as at the date of

this Offer Document, unless otherwise stated
Executive Officers
The executive officers of our Group as at the date of this

FY
Financial year ended or ending 30 April, as the case may be
GST
Goods and Services Tax
Gul Drive Property
A leasehold property at 11 Gul Drive, Singapore 629462,

owned by our Group
Independent Directors
The non-executive independent Directors of our Company as

at the date of this Offer Document, unless otherwise stated
Latest Practicable Date
30 September 2014, being the latest practicable date prior to

the lodgement of this Offer Document with the SGX-ST
acting as agent on behalf of the Authority
Lead Independent Director
The lead Independent Director of our Company as at the

date of this Offer Document, unless otherwise stated
DEFINITIONS
Management and Sponsorship
Agreement
The management and sponsorship agreement dated

29 October 2014 entered into between our Company, the
Vendor and UOB as the Sponsor and Issue Manager,
pursuant to which UOB agreed to manage and sponsor the
Placement, details as described in the Management and
Placement Arrangements section of this Offer Document
Market Day
A day on which the SGX-ST is open for trading in securities
Memorandum
The memorandum of association of our Company
MRT
Mass Rapid Transit system
NAV
Net asset value
New Shares
The 20,000,000 new Shares for which our Company invites

applications to subscribe, pursuant to the Placement, subject
to and on the terms and conditions of this Offer Document
Nominating Committee
The nominating committee of our Company as at the date of

this Offer Document, unless otherwise stated
Non-Executive Directors
The non-executive Directors of our Company (including

Independent Directors) as at the date of this Offer
Document, unless otherwise stated
NTA
Net tangible assets
Offer Document
This offer document dated 29 October 2014 issued by our

Company in respect of the Placement
Pandan Road Property
A leasehold property at 22 Pandan Road, Singapore

609274, owned by our Group
PAT or Profit after tax
Profit net of tax, representing total comprehensive income for

the year
PBT
Profit before tax
PER
Price earnings ratio
Periods Under Review
The periods which comprise FY2012, FY2013 and FY2014
Placement
The placement by the Placement Agent of the Placement

Shares on behalf of our Company and the Vendor for
subscription and/or purchase at the Placement Price, subject
to and on the terms and conditions of this Offer Document
Placement Agreement
The placement agreement dated 29 October 2014 entered

into between our Company, the Vendor and the Placement
Agent pursuant to which the Placement Agent agreed to
subscribe for and/or purchase, or procure subscribers and/or
purchasers for the Placement Shares, details as described in
the Management and Placement Arrangements section of
this Offer Document
Placement Price
$0.25 for each Placement Share
DEFINITIONS
Placement Shares
The 27,000,000 Placement Shares which are the subject of

the Placement comprising 20,000,000 New Shares and
7,000,000 Vendor Shares
Remuneration Committee
The remuneration committee of our Company as at the date

of this Offer Document, unless otherwise stated
Restructuring Exercise
The corporate restructuring exercise undertaken in

connection with the Placement, as described in the
Restructuring Exercise section of this Offer Document
Robinson Square Property
An uncompleted office unit located at 144 Robinson Road,

#07-02 Robinson Square, Singapore 068908
Securities Account
The securities account maintained by a Depositor with CDP,

but does not include a securities sub-account
Service Agreements
The service agreements entered into between our Company

and our Executive Directors, Ng Chui Hwa, Jovan Yap and
Ivy Yap and our Executive Officer, Yap Sian Lay as described
in the Service Agreements section of this Offer Document
SFA
The Securities and Futures Act (Chapter 289) of Singapore,

as may be amended, varied or supplemented from time to
time
SGXNET
The corporate announcement system maintained by the

SGX-ST for the submission of announcements by listed
companies
Shareholders
Registered holders of Shares, except where the registered

holder is CDP, the term Shareholders shall, in relation to
such Shares, mean the Depositors whose Securities
Accounts are credited with Shares
Shares
Ordinary shares in the capital of our Company
Substantial Shareholder
A person who has an interest in the Shares the total votes

attached to which is not less than 5.0% of the total votes
attached to all the voting shares in our Company
Thomson Ridge Shophouse
A two-storey intermediate shophouse located at No. 3/3A

Thomson Ridge, Singapore 574634
Vendor
Vendor Shares
The 7,000,000 existing Shares owned by the Vendor for

which the Vendor invites applications to purchase at the
Placement Price on the terms and subject to the conditions
set out in this Offer Document
EUR
Euro, the lawful currency of a group of European Union

nations whose national currency is the Euro
$ and cent
Singapore dollar and cent, respectively
sqm
Square metre
Currencies, Units and Others
DEFINITIONS
tonnes
Metric unit of weight which is equivalent to 1,000 kilograms
Per centum or percentage
For the purpose of this Offer Document, the following persons names in the second column below are
also known by the names set out in the first column:
Ivy Yap
Yap Bee Ling (Ye Meiling)
Jovan Yap
The terms Depositor, Depository Agent and Depository Register shall have the meanings ascribed to
them respectively in Section 130A of the Companies Act.
The term subsidiary shall have the meaning ascribed to it in Section 5 of the Companies Act.
Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter genders and
vice versa. References to persons shall include corporations.
Any reference in this Offer Document and/or the Application Form to any statute or enactment is a
reference to that statute or enactment as for the time being amended or re-enacted. Any word defined
under the Companies Act, the SFA or any statutory modification thereof and used in this Offer Document
and the Application Form shall, where applicable, have the meaning ascribed to it under the Companies
Act, the SFA or any statutory modification thereof, as the case may be.
Any reference in this Offer Document and/or the Application Form to Shares being allotted and/or
allocated to an applicant includes allotment and/or allocation to CDP for the account of that applicant.
Any reference to a time of day in this Offer Document and/or the Application Form shall be a reference to
Singapore time, unless otherwise stated.
Any reference to we, us, our, ourselves or their other grammatical variations thereof in this Offer
Document is a reference to our Company, our Group or any member of our Group as the context
requires.
Any discrepancies in the tables included herein between the listed amounts and the total thereof are due
to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of
the figures which precede them.
10
GLOSSARY OF TECHNICAL TERMS

To facilitate a better understanding of our business, the following glossary provides a description of some
of the technical terms and abbreviations commonly found in our industry. The terms and their meanings
may not correspond to standard industry meanings or common meanings or usage, as the case may be,
of these terms.
boom
A long beam extending from a crane to lift or carry a load
counterweight
Heavy metal or concrete attachments secured to the mobile

crane to offset the weight of the extended boom and load
and increase lifting capacity
jib
An extension attached to the boom point to provide added

boom length for lifting specific loads. The jib may be in line
with the boom or offset to various angles and is normally
wire rope supported
rigger
A designated individual whose duty is to ensure that loads

are appropriately attached or rigged to the host wire of the
crane
sheave
The wheels or pulleys located in a hook block, boom head or

other parts of the crane boom on which the line runs
signaller
A designated individual who relays information to the crane

operator
tagline
A rope used to control the load on a crane
telescopic boom
An extendable boom
wet hire
Hire of our heavy lifting equipment with operator
11
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this Offer Document, statements made in press releases and oral statements
that may be made by us or our Directors, Executive Officers or employees acting on our or the Vendors
behalf that are not statements of historical fact, constitute forward-looking statements. You can identify
some of these forward-looking statements by terms such as expects, believes, plans, intends,
estimates, anticipates, may, will, would and could or similar words. However, you should note that
these words are not the exclusive means of identifying forward-looking statements. All statements
regarding our expected financial position, business strategies, plans and prospects are forward-looking
statements.
These forward-looking statements, including without limitation, statements as to:
(a)
our revenue and profitability;
(b)
expected growth in demand;
(c)
expected industry trends;
(d)
anticipated expansion plans; and
(e)
other matters discussed in this Offer Document regarding matters that are not historical facts,
are only predictions. These forward-looking statements reflect our current views with respect to future
events and are not a guarantee of future performance. These statements are based on our beliefs and
assumptions, which in turn are based on currently available information. Although we believe the
assumptions upon which these forward-looking statements are based are reasonable, any of these
assumptions could prove to be inaccurate, and the forward-looking statements based on these
assumptions could be inaccurate.
These forward-looking statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, performance or achievements to be materially different from any future
results, performance or achievements expected, expressed or implied by these forward-looking
statements. These risks, uncertainties and other factors include, among others:
(a)
changes in political, social, economic and stock or securities market conditions and the regulatory
environment in the countries in which we conduct business;
(b)
changes in currency exchange or interest rates;
(c)
our anticipated growth strategies and expected growth;
(d)
changes in the availability and prices of products we sell;
(e)
changes in customer preference;
(f)
changes in competitive conditions and our ability to compete under these conditions;
(g)
changes in our future capital needs and the availability of financing and capital to fund these
needs;
(h)
the factors described in the Risk Factors section of this Offer Document; and
(i)
other factors beyond our control.
Additional factors that could cause actual results, performance or achievements to differ materially
include, but are not limited to those discussed in the Risk Factors, Dividend Policy, Business,
Prospects, Business Strategies and Future Plans, and Managements Discussion and Analysis of
Results of Operations and Financial Position sections of this Offer Document. All forward-looking
statements made by or attributable to us, the Vendor, the Sponsor, Issue Manager and Placement Agent
12
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

or persons acting on our, the Vendor or the Sponsor, Issue Manager and Placement Agents behalf,
contained in this Offer Document are expressly qualified in their entirety by such factors.
Given the risks and uncertainties that may cause our actual future results, performance or achievements
to be materially different from those expected, expressed or implied by the forward-looking statements in
this Offer Document, we advise you not to place undue reliance on those statements which apply only as
at the date of this Offer Document. Neither our Company, the Vendor, the Sponsor, Issue Manager and
Placement Agent nor any other person represents or warrants to you that our actual future results,
performance or achievements will be as discussed in those statements. These forward-looking statements
are applicable only as of the date of this Offer Document.
The Prospects and Trend Information sections of this Offer Document as well as other parts of this
Offer Document may (to the extent applicable) contain data, information, financial analysis, forecast,
figures and statements (including market and industry data and forecasts that have been obtained from
internal surveys, reports and studies, where appropriate, as well as market research, publicly available
information and industry publications) which are forward-looking and based on certain assumptions and
projections. Industry publications, surveys and forecasts generally state that the information they contain
has been obtained from sources believed to be reliable, but there can be no assurance as to the
accuracy or completeness of such information. Neither we, the Vendor, the Sponsor, Issue Manager and
Placement Agent, nor person(s) acting on our behalf have conducted an independent review or verified
the accuracy or veracity of such data, information, financial analysis, forecast, figures and statements,
assumptions and projections (the Experts Data). No representation is made by us, the Vendor, the
Sponsor, Issue Manager and Placement Agent or any person acting on our behalf in respect of any of the
Experts Data and neither we, the Vendor, nor the Sponsor, Issue Manager and Placement Agent take
any responsibility for any of the Experts Data.
Further, our Company, the Vendor, and the Sponsor, Issue Manager and Placement Agent disclaim any
responsibility to update any of those forward-looking statements to reflect future developments, events or
circumstances for any reason, even if new information becomes available or other events occur in the
future. We are, however, subject to the provisions of the SFA and the Catalist Rules regarding corporate
disclosure. In particular, pursuant to Section 241 of the SFA, if after this Offer Document is registered but
before the close of the Placement, we become aware of (a) a false or misleading statement in this Offer
Document; (b) an omission from this Offer Document of any information that should have been included
in it under Section 243 of the SFA; or (c) a new circumstance has arisen since the Offer Document was
lodged with the SGX-ST acting as agent on behalf of the Authority and would have been required by
Section 243 of the SFA to be included in this Offer Document, if it had arisen before this Offer Document
was lodged, and that is materially adverse from the point of view of an investor, we (and on behalf of the
Vendor) may, in consultation with the Sponsor, Issue Manager and Placement Agent, lodge a
supplementary or replacement offer document with the SGX-ST acting as agent on behalf of the
Authority.
13
SELLING RESTRICTIONS
This Offer Document does not constitute an offer, solicitation or invitation to subscribe for and/or
purchase the Placement Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful
or is not authorised, nor does it constitute an offer, solicitation or invitation to any person to whom it is
unlawful to make such offer, solicitation or invitation. No action has been or will be taken under the
requirements of the legislation or regulations of, or of the legal or regulatory requirements of any
jurisdiction, except for the lodgement and/or registration of this Offer Document in Singapore in order to
permit a public offering of the Placement Shares and the public distribution of this Offer Document in
Singapore. The distribution of this Offer Document and the offering of the Placement Shares in certain
jurisdictions may be restricted by the relevant laws in such jurisdictions. Persons who may come into
possession of this Offer Document are required by us, the Vendor, and the Sponsor, Issue Manager and
Placement Agent to inform themselves about, and to observe and comply with, any such restrictions at
their own expense and without liability to us, the Vendor, and the Sponsor, Issue Manager and Placement
Agent.
Persons to whom a copy of this Offer Document has been issued shall not circulate to any other person,
reproduce or otherwise distribute this Offer Document or any information herein for any purpose
whatsoever nor permit or cause the same to occur.
14

LISTING ON CATALIST
The Sponsor and Issue Manager has made an application to the SGX-ST for permission to deal in, and
for quotation of, all our Shares already issued (including the Vendor Shares) and the New Shares which
form part of the Placement on Catalist. The dealing in, and quotation for, our Shares (including the Vendor
Shares) and the New Shares will be in Singapore Dollars.
Companies listed on Catalist may carry higher investment risk when compared with larger or more
established companies listed on the Main Board of the SGX-ST. In particular, companies may list on
Catalist without a track record of profitability and there is no assurance that there will be a liquid market in
the shares or units of shares traded on Catalist. Applicants should be aware of the risks of investing in
such companies and should make the decision to invest only after careful consideration and, if
appropriate, consultation with their professional adviser(s).
The Placement is made in or accompanied by this Offer Document that has been registered by the SGXST acting as agent on behalf of the Authority. We have not lodged or registered this Offer Document in
any other jurisdiction.
Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document.
Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Offer Document,
including the correctness of any of the statements or opinions made or reports contained in this Offer
Document. The SGX-ST does not normally review the application for admission but relies on the Sponsor
and Issue Manager confirming that our Company is suitable to be listed on Catalist and complies with the
Catalist Rules. Neither the Authority nor the SGX-ST has in any way considered the merits of our existing
issued Shares (including the Vendor Shares) or the New Shares being offered for investment.
The registration of this Offer Document by the SGX-ST acting as agent on behalf of the Authority does
not imply that the SFA, or any other legal or regulatory requirements, or requirements under the Catalist
Rules, has been complied with.
Acceptance of applications will be conditional upon the issue of New Shares and the listing and quotation
of all the existing issued Shares (including the Vendor Shares) and the New Shares. Monies paid in
respect of any application accepted will be returned to you at your own risk, without interest or any share
of revenue or other benefit arising therefrom, if the admission and listing do not proceed, and you will not
have any claims against us, the Vendor, the Sponsor, Issue Manager or Placement Agent.
After the expiration of six months from the date of registration of this Offer Document, no person shall
make an offer of securities, or allot, issue or sell any of our Shares, on the basis of this Offer Document;
and no officer or equivalent person or promoter of our Company will authorise or permit the offer of any of
our Shares or the allotment, issue or sale of our Shares, on the basis of this Offer Document.
We are subject to the provisions of the SFA and the Catalist Rules regarding corporate disclosure. In
particular, pursuant to Section 241 of the SFA, if after this Offer Document is registered but before the
close of the Placement, we become aware of:
(a)
a false or misleading statement in this Offer Document;
(b)
an omission from this Offer Document of any information that should have been included in it under
Section 243 of the SFA or the Catalist Rules; or
(c)
a new circumstance that has arisen since this Offer Document was lodged which would have been
required by Section 243 of the SFA to be included in this Offer Document, if it had arisen before
this Offer Document was lodged,
and that is materially adverse from the point of view of an investor, we (and on behalf of the Vendor) may
lodge a supplementary or replacement offer document pursuant to Section 241 of the SFA.
15

Where prior to the lodgement of the supplementary or replacement offer document, applications have
been made under this Offer Document to subscribe for and/or purchase the Placement Shares and:
(a)
(b)
where the Placement Shares have not been issued and/or transferred to the applicants, we (and on
behalf of the Vendor) shall either:
(i)
within two days (excluding any Saturday, Sunday or public holiday) from the date of
lodgement of the supplementary or replacement offer document, give the applicants notice in
writing of how to obtain, or arrange to receive, a copy of the same and provide the applicants
with an option to withdraw their applications, and take all reasonable steps to make available
within a reasonable period the supplementary or replacement offer document, as the case
may be, to the applicants who have indicated they wish to obtain, or who have arranged to
receive, a copy of the supplementary or replacement offer document;
(ii)
within seven days from the date of lodgement of the supplementary or replacement offer
document, give the applicants the supplementary or replacement offer document, as the
case may be, and provide the applicants with an option to withdraw their applications; or
(iii)
treat the applications as withdrawn and cancelled, in which case the applications shall be
deemed to have been withdrawn and cancelled, and we (and on behalf of the Vendor) shall,
document, return the applicants all monies the applicants have paid on account of their
applications for the Placement Shares; or
where the Placement Shares have been issued and/or transferred to the applicants, we (and on
behalf of the Vendor) shall either:
(i)
within two days (excluding any Saturday, Sunday or public holiday) from the date of
lodgement of the supplementary or replacement offer document, give the applicants notice in
writing of how to obtain, or arrange to receive, a copy of the same and provide the applicants
with an option to return to us and/or the Vendor the Placement Shares which they do not
wish to retain title in, and take all reasonable steps to make available within a reasonable
period the supplementary or replacement offer document to the applicants who have
indicated they wish to obtain, or who have arranged to receive, a copy of the supplementary
or replacement offer document;
(ii)
document, give the applicants the supplementary or replacement offer document, as the
case may be, and provide the applicants with an option to return to us and/or the Vendor the
Placement Shares which they do not wish to retain title in; or
(iii)
treat the issue and/or transfer of the Placement Shares as void, in which case the issue
and/or transfer shall be deemed void and we (and on behalf of the Vendor) shall within seven
days from the date of lodgement of the supplementary or replacement offer document, return
the applicants all monies the applicants have paid on account of their applications for the
Placement Shares.
An applicant who wishes to exercise his option under paragraph (a)(i) or (ii) to withdraw his application
shall, within 14 days from the date of lodgement of the supplementary or replacement offer document,
notify us of this, whereupon we (and on behalf of the Vendor) shall, within seven days from the receipt of
such notification, return to him all monies paid by him on account of his application for the Placement
Shares.
An applicant who wishes to exercise his option under paragraph (b)(i) or (ii) to return the Placement
Shares issued and/or transferred to him shall, within 14 days from the date of lodgement of the
supplementary or replacement offer document, notify us of this and return all documents, if any,
purporting to be evidence of title to those Placement Shares, to us, whereupon we (and on behalf of the
16

Vendor) shall, within seven days from the receipt of such notification and documents, if any, return to him
all monies paid by him on account of his application for those Placement Shares, and the issue and/or
transfer of those Placement Shares shall be deemed to be void.
Pursuant to Section 242 of the SFA, the Authority may, in certain circumstances issue a stop order (Stop
Order) to our Company, directing that no or no further Shares to which this Offer Document relates, be
allotted or issued or transferred. Such circumstances will include a situation where this Offer Document (i)
contains any statement or matter which, in the opinion of the Authority, is false or misleading; (ii) omits
any information that should have been included in it under the SFA; (iii) does not, in the Authoritys
opinion, comply with the requirements of the SFA; or (iv) if the Authority is of the opinion that it is in public
interest to do so.
In the event that the Authority issues a Stop Order and applications to subscribe for and/or purchase the
Placement Shares have been made prior to the Stop Order, then:
(a)
where the Placement Shares have not been issued and/or transferred to the applicants, the
applications for the Placement Shares shall be deemed to have been withdrawn and cancelled and
our Company (and on behalf of the Vendor) shall, within 14 days from the date of the Stop Order,
return the applicants all monies the applicants have paid on account of their applications for the
Placement Shares; or
(b)
where the Placement Shares have been issued and/or transferred to the applicants, the issue
and/or transfer of the Placement Shares shall be deemed to be void and our Company (and on
behalf of the Vendor) shall, within 14 days from the date of the Stop Order, whichever is the later,
return the applicants all monies the applicants have paid on account of their applications for the
Placement Shares.
Where monies are to be returned to applicants for the Placement Shares, it shall be paid to the
applicants without any interest or share of revenue or benefit arising therefrom at the applicants own risk,
and the applicants will not have any claim against our Company, the Vendor, the Sponsor, Issue Manager
or Placement Agent.
This Offer Document has been seen and approved by our Directors and the Vendor, and they individually
and collectively accept full responsibility for the accuracy of the information given in this Offer Document
and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, (i) the
facts stated and the opinions, intentions and expectations expressed in this Offer Document are true, fair
and accurate and not misleading in all material respects as at the date of this Offer Document; (ii) there
are no material facts the omission of which would make any statement in this Offer Document misleading,
and (iii) this Offer Document constitutes a full and true disclosure of all material facts about the
Placement, our Group and our Shares. Where information in this Offer Document has been extracted
from published or otherwise publicly available sources or obtained from a named source, the sole
responsibility of our Directors and the Vendor has been to ensure that such information has been
accurately and correctly extracted from those sources and/or reproduced in this Offer Document in its
proper form and context.
Neither our Company, the Vendor, the Sponsor, Issue Manager and Placement Agent nor any other
parties involved in the Placement is making any representation to any person regarding the legality of an
investment in our Shares by such person under any investment or other laws or regulations. No
information in this Offer Document should be considered as being business, legal or tax advice regarding
an investment in our Shares. Each prospective investor should consult his own legal, financial, tax or
other professional adviser regarding an investment in our Shares.
The Placement Shares are offered for subscription and/or purchase solely on the basis of the information
contained and the representations made in this Offer Document.
17

No person has been or is authorised to give any information or to make any representation not contained
in this Offer Document in connection with the Placement and, if given or made, such information or
representation must not be relied upon as having been authorised by us, the Vendor, the Sponsor, Issue
Manager or Placement Agent. Neither the delivery of this Offer Document and the Application Forms nor
any document relating to the Placement shall, under any circumstances, constitute a continuing
representation or create any suggestion or implication that there has been no change in the affairs of our
Company or our subsidiaries or in any statements of fact or information contained in this Offer Document
since the date of this Offer Document. Where such changes occur and are material or are required to be
disclosed by law, the SGX-ST and/or any other regulatory or supervisory body or agency, we will
promptly make an announcement of the same to the SGX-ST and/or the Authority and/or the public and if
required under the SFA, we may lodge a supplementary or replacement offer document with the SGX-ST
acting as agent on behalf of the Authority and will comply with the requirements of the SFA and/or other
requirements of the SGX-ST and/or the Authority. All applicants should take note of any such
announcement, and/or supplementary or replacement offer document and, upon the release of such an
announcement, and/or supplementary or replacement offer document, shall be deemed to have notice of
such changes.
Save as expressly stated in this Offer Document, nothing herein is, or may be relied upon as, a promise
or representation as to the future performance or policies of our Company, or our subsidiaries.
This Offer Document has been prepared solely for the purpose of the Placement and may not be relied
upon by any persons other than the applicants in connection with their application for the Placement
Shares or for any other purpose.
This Offer Document does not constitute an offer, solicitation or invitation to subscribe for and/or
purchase the Placement Shares in any jurisdiction in which such offer, solicitation or invitation is
unlawful or is not authorised, nor does it constitute an offer, solicitation or invitation to any
person to whom it is unlawful to make such offer, solicitation or invitation.
Copies of this Offer Document and the Application Form may be obtained on request, subject to
availability, during office hours from:
UNITED OVERSEAS BANK LIMITED
80 Raffles Place
#03-03 UOB Plaza 1
Singapore 048624
An electronic copy of this Offer Document is also available on the SGX-ST website at
http://www.sgx.com.
The Application List will open immediately upon the registration of this Offer Document by the
SGX-ST acting as agent on behalf of the Authority and will remain open until 12.00 noon on 5
November 2014 or for such further period or periods as our Directors and the Vendor may, in
consultation with the Sponsor, Issue Manager and Placement Agent, in their absolute discretion
decide, subject to any limitation under all applicable laws. In the event a supplementary or
replacement offer document is lodged with the SGX-ST acting as agent on behalf of the Authority,
the Application List will remain open for at least 14 days after the lodgement of the supplementary
or replacement offer document.
Details of the procedures for applications to subscribe for and/or purchase the Placement Shares are set
out in Appendix F of this Offer Document.
18

INDICATIVE TIMETABLE FOR LISTING
An indicative timetable is set out below for your reference:
Indicative Date and Time
Event
5 November 2014, 12.00 noon
Close of Application List
7 November 2014, 9.00 a.m.
Commence trading on a ready basis
12 November 2014
Settlement date for all trades done on a ready basis
The above timetable is only indicative as it assumes that the date of closing of the Application List is 5
November 2014, the date of admission of our Company to Catalist is 7 November 2014, the SGX-STs
shareholding spread requirement will be complied with and the New Shares will be issued and fully paidup prior to 7 November 2014. The actual date on which our Shares will commence trading on a ready
basis will be announced when it is confirmed by the SGX-ST.
The above timetable and procedures may be subject to such modification as the SGX-ST may in its
discretion decide, including the commencement date of trading on a ready basis.
In the event of any changes in the closure of the Application List or the time period during which the
Placement is open, we will publicly announce the same:
(i)
through an SGXNET announcement to be posted on the internet at the SGX-ST website

http://www.sgx.com; and
(ii)
in major English language newspaper(s) in Singapore.
We will provide details of the results of the Placement (including the level of subscription and/or purchase
for the Placement Shares), as soon as practicable after the closure of the Application List through the
channels described in (i) and (ii) above.
Investors should consult the SGX-ST announcement of the ready trading date on the internet (at
the SGX-ST website http://www.sgx.com) or newspapers, or check with their brokers on the date
on which trading on a ready basis will commence.
19

The information contained in this summary is derived from and should be read in conjunction with the full
text of this Offer Document. As it is a summary, it does not contain all the information that potential
investors should consider before investing in the Shares of our Company. Potential investors should read
this entire Offer Document carefully, especially the matters set out in the Risk Factors section of this
Offer Document, before deciding to invest in our Shares.
OVERVIEW OF OUR GROUP
Our Company was incorporated in Singapore on 21 May 2014 under the Companies Act as a private
company limited by shares under the name of MS Holdings Private Limited. On 23 October 2014, our
Company was converted into a public company limited by shares and our name was changed to MS
Holdings Limited.
Our Business
We are one of the leading crane rental companies in Singapore. We focus on providing mobile cranes
and lorry cranes as they can be deployed easily and have short set-up time due to their ability to travel on
roads thus eliminating the need for special equipment to transport them to jobsites. We own a fleet of
modern cranes which can be deployed in a wide range of lifting operations.
As at the Latest Practicable Date, we have a fleet of 25 mobile cranes with lifting capacities ranging from
25 tonnes to 750 tonnes and a fleet of 5 lorry cranes with lifting capacities ranging from 10 tonnes to 75
tonnes. With the addition of a Liebherr brand of mobile crane with a lifting capacity of 750 tonnes to our
fleet, we are able to secure heavy lift assignments from customers who are involved in infrastructure
projects such as the construction of MRT lines.
We also own a fleet of hauling equipment comprising 13 prime movers and more than 35 trailers to
support our operations as at the Latest Practicable Date. These trailers and prime movers are mainly
used to transport accessories of the mobile cranes, such as jibs, counterweights, sheaves and hooks.
We derive our revenue from the rental of cranes to our customers in Singapore. We have a wide
customer base of over 350 customers, mainly from the construction, marine, logistics, oil and gas as well
as infrastructure industries.
Further details are set out in the Business Overview section of this Offer Document.
Our Competitive Strengths
Our Directors believe our competitive strengths are as follows:
We have an established track record in mobile crane rental business
We maintain a relatively new fleet of cranes of various tonnages
We supply our cranes to a wide customer base for short term rental which enables us to optimise
the utilisation for our cranes
We have an experienced and qualified management team
Further details are set out in the Competitive Strengths section of this Offer Document.
Our Business Strategies and Future Plans
Our business strategies and future plans are as follows:
To acquire mobile cranes and hauling equipment
To develop our mobile crane trading business
To expand our business through acquisitions, joint ventures and strategic alliances
20

Further details are set out in the Prospects, Business Strategies and Future Plans section of this Offer
Document.
Where you can find us
Both our principal place of business and registered office are located at 22 Pandan Road, Singapore
609274. Our telephone and facsimile numbers are (65) 6266 3455 and (65) 6863 8202 respectively. Our
Company Registration Number is 201414628C.
FINANCIAL HIGHLIGHTS
You should read the following summary financial information in conjunction with the full text of this Offer
Document, including the Independent Auditors Report and the Audited Combined Financial Statements
for the Financial Years ended 30 April 2012, 2013 and 2014 and the Independent Auditors Report and
the Unaudited Pro Forma Group Financial Information for the Financial Year ended 30 April 2014 set out
in Appendices A and B of this Offer Document, respectively, and the Managements Discussion and
Analysis of Results of Operations and Financial Position section of this Offer Document.
Selected items from the Combined Statements of Comprehensive Income (1)
Audited
($000)
FY2012
FY2013
FY2014
Unaudited
Pro Forma
FY2014
Revenue
Gross profit
Profit before tax
Profit after tax
Pre-Placement EPS (cents)(2)
Post-Placement EPS (cents)(3)
14,006
6,232
3,316
2,653
3.2
2.6
16,675
7,799
5,833
4,908
6.0
4.8
16,980
6,996
3,778
3,220
3.9
3.2
16,980
6,720
4,105
3,547
4.3
3.5
Selected items from the Combined Balance Sheets(4)
Audited
As at
30 April 2014
($000)
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Total equity
NTA per Share (cents)(5)
51,131
13,665
28,437
15,431
20,928
25.5
Unaudited
Pro Forma
As at
30 April 2014
58,268
6,382
33,265
10,130
21,255
25.9
Notes:
(1)
Our combined statements of comprehensive income for the Periods Under Review have been prepared on the basis that
our Group had been in existence throughout the Periods Under Review.
(2)
For comparative purposes, the pre-Placement EPS for the Periods Under Review have been computed based on the PAT
and our pre-Placement share capital of 82,000,000 Shares.
(3)
For comparative purposes, the post-Placement EPS for the Periods Under Review have been computed based on the PAT
and our post-Placement share capital of 102,000,000 Shares.
(4)
Our combined balance sheet as at 30 April 2014 has been prepared on the basis that our Group had been in existence on
this date.
(5)
The NTA per Share as at 30 April 2014 has been computed based on our pre-Placement share capital of 82,000,000
Shares.
21
THE PLACEMENT
Placement size
27,000,000 Placement Shares comprising 20,000,000 New Shares

and 7,000,000 Vendor Shares. The New Shares, which form part of
the Placement, will, upon issue and allotment, rank pari passu in all
respects with the existing issued Shares.
Placement Price
$0.25 for each Placement Share payable in full on application.
The Placement
The Placement comprises an offering by the Placement Agent on

behalf of our Company and the Vendor of 27,000,000 Placement
Shares at the Placement Price by way of placement, subject to and
on the terms and conditions of this Offer Document.
Purpose of the Placement
Our Directors believe that the listing of our Company and the
quotation of our Shares on Catalist will enhance our public image
locally and internationally and enable us to tap the capital markets to
fund our business growth. The Placement will also provide members
of the public, our employees, our business associates and others
who have contributed to the success of our Group with an
opportunity to participate in the equity of our Company.
Listing status
Prior to the Placement, there has been no public market for our
Shares. Our Shares will be quoted on Catalist in Singapore dollars,
subject to admission of our Company to Catalist and permission for
dealing in, and for quotation of, our Shares being granted by the
SGX-ST and the Authority not issuing a Stop Order.
Risk factors
Investing in our Shares involves risks which are described in the

Risk Factors section of this Offer Document.
22
PLAN OF DISTRIBUTION
Prior to the Placement, there has been no public market for our Shares. The Placement Price is
determined by us and the Vendor in consultation with the Sponsor, Issue Manager and Placement Agent
after taking into consideration, inter alia, prevailing market conditions and estimated market demand for
the Placement Shares determined through a book-building process. The Placement Price is the same for
all the Placement Shares and is payable in full on application.
Placement Shares
Application for the Placement Shares may only be made by way of an Application Form. The terms,
conditions and procedures for application and acceptance are described in Appendix F of this Offer
Document.
Pursuant to the Placement Agreement, UOB has agreed to subscribe for and/or purchase, or procure
subscribers and/or purchasers for the Placement Shares at the Placement Price.
Subscribers and/or purchasers of the Placement Shares may be required to pay a brokerage of up to
1.0% of the Placement Price (and the prevailing GST thereon, if applicable) to the Placement Agent or
any sub-placement agent that may be appointed by the Placement Agent.
The Placement Agreement is conditional upon, among other things, the Management and Sponsorship
Agreement not having been terminated or rescinded pursuant to the provisions of the Management and
Sponsorship Agreement. Please refer to the Management and Placement Arrangements section of this
Offer Document for further details.
None of our Directors or Substantial Shareholders intends to subscribe for and/or purchase the
Placement Shares in the Placement. None of the members of our Companys management or employees
intends to subscribe for and/or purchase more than 5.0% of the Placement Shares in the Placement.
To the best of our knowledge and belief, we are not aware of any person who intends to subscribe for
and/or purchase more than 5.0% of the Placement Shares. However, through a book-building process to
assess market demand for our Shares, there may be person(s) who may indicate his interest to subscribe
for and/or purchase more than 5.0% of the Placement Shares. If such person(s) were to make an
application for more than 5.0% of the Placement Shares pursuant to the Placement and are subsequently
allotted and/or allocated such number of Shares, we will make the necessary announcements at the
appropriate time. The final allotment and/or allocation of Placement Shares will be in accordance with the
shareholding spread and distribution guidelines as set out in the Catalist Rules.
No Shares shall be allotted and/or allocated on the basis of this Offer Document later than six months
after the date of registration of this Offer Document by the SGX-ST acting as agent on behalf of the
Authority.
23
USE OF PROCEEDS FROM THE PLACEMENT AND EXPENSES INCURRED

The net proceeds raised from the Placement (comprising the New Shares and the Vendor Shares), after
deducting the estimated expenses in relation to the Placement (including listing and processing fees,
professional fees, placement commission and other miscellaneous expenses) of approximately $1.6
million, will be approximately $5.1 million. We will not receive any of the proceeds from the Vendor Shares
sold by the Vendor in the Placement.
The net proceeds attributable to the Vendor from the sale of the Vendor Shares, after deducting the
Vendors share of the estimated expenses of approximately $0.4 million, will be approximately $1.3
million.
The net proceeds to be raised by our Company from the issue of the New Shares, after deducting our
share of the estimated expenses of approximately $1.2 million (the breakdown of which is presented
below), will be approximately $3.8 million.
The allocation of each principal intended use of proceeds and the estimated listing expenses is set out
below:
Amount
($000)
Estimated amount
for each dollar
of the gross
proceeds from
the issue of the
New Shares
(cents)
Use of proceeds from the issue of New Shares

Acquisition of mobile cranes and hauling equipment
Development of mobile crane trading business
General working capital
500
2,400
944
10.0
48.0
18.9
Net proceeds from the issue of New Shares
3,844
76.9
32
730
175
219
0.6
14.6
3.5
4.4
5,000
100.0
Expenses to be borne by our Company (1)

Listing and processing fees
Professional fees(2)
Placement commission
Miscellaneous expenses(3)
Gross proceeds from the issue of New Shares
Notes:
(1)
Of the total estimated listing expenses to be borne by our Company of approximately $1.2 million, approximately $0.1
million has been charged to profit and loss in FY2014. Approximately $0.4 million of the estimated listing expenses will be
capitalised against share capital and the balance of the estimated listing expenses will be charged to profit and loss in
FY2015.
(2)
This includes the Sponsor and Issue Managers fees, audit fees and legal fees.
(3)
This includes business advisory fees, printing and advertisement costs as well as public relations services fees.
Save for the listing and processing fees which will be borne by our Company, all other listing expenses
will be borne by our Company and the Vendor in proportion to the number of Placement Shares offered
by each of them against the total number of Placement Shares.
Please refer to the Business Strategies and Future Plans section of this Offer Document for further
details on our future plans. Our future plans may be funded, apart from the net proceeds from the
Placement, either through internal resources and/or external borrowings.
24
USE OF PROCEEDS FROM THE PLACEMENT AND EXPENSES INCURRED

Pending the deployment of the net proceeds as aforesaid, the funds will be placed in short term deposits
with financial institutions, used to invest in short term money market instruments and/or used for working
capital requirements as our Directors may deem appropriate.
We will make periodic announcements on the use of the net proceeds from the issue of the New Shares
as and when the funds are materially disbursed, and provide a status report on the use of the proceeds
in our annual report(s).
The discussion above represents our Companys reasonable estimate of our allocation of the net
proceeds to be raised by our Company from the issue of the New Shares based upon our current plans
and reasonable estimates regarding our anticipated expenditures. Actual expenditures may vary from
these estimates and our Company may find it necessary or advisable to reallocate the net proceeds
within the categories described above or to use portions of the net proceeds for other purposes. In the
event that any part of our proposed uses of the net proceeds from the issue of the New Shares does not
materialise or proceed as planned, our Directors will carefully evaluate the situation and may reallocate
the intended funding to other purposes and/or hold such funds on short term deposits for so long as our
Directors deem it to be in the interest of our Company and our Shareholders, taken as a whole. Any
change in the use of the net proceeds will be subject to the Catalist Rules and appropriate
announcements will be made by our Company on SGXNET.
We do not have any intention to use the net proceeds from the Placement to purchase assets outside the
ordinary course of business. None of the net proceeds from the Placement will be used to discharge,
reduce or retire any indebtedness of our Group.
In the reasonable opinion of our Directors, there is no minimum amount which must be raised from the
Placement.
25
MANAGEMENT AND PLACEMENT ARRANGEMENTS

Pursuant to the Management and Sponsorship Agreement, our Company and the Vendor have appointed
UOB as the Sponsor and Issue Manager to sponsor and manage the Placement. UOB will receive a fee
from our Company for such services rendered in connection with the Placement.
Pursuant to the Placement Agreement, UOB agreed to subscribe for and/or purchase, or procure
subscribers and/or purchasers for the Placement Shares at the Placement Price for a placement
commission of 3.5% of the aggregate Placement Price for the total number of Placement Shares, payable
by our Company and the Vendor in the proportion in which the number of Placement Shares offered by
each of them bears to the total number of Placement Shares. UOB may, at its absolute discretion, appoint
one or more sub-placement agents for the Placement Shares.
Subscribers and/or purchasers of the Placement Shares may be required to pay a brokerage of up to
1.0% of the Placement Price (and the prevailing GST thereon, if applicable) to the Placement Agent or
any sub-placement agent that may be appointed by the Placement Agent.
Save as aforesaid, no commission, discount or brokerage, has been paid or other special terms granted
by our Company within the two years preceding the date of this Offer Document or is payable to any
Director, promoter, expert, proposed Director or any other person for subscribing or purchasing, or
agreeing to subscribe or purchase, or procuring or agreeing to procure subscriptions or purchasers, for
any shares in, or debentures of, our Company and our subsidiaries.
Notwithstanding anything contained in the Management and Sponsorship Agreement, the Sponsor and
Issue Manager may in their absolute discretion, by notice in writing to our Company, rescind or terminate
the Management and Sponsorship Agreement if:
(a)
there shall come to the knowledge of the Sponsor and Issue Manager, any breach by our
Company or the Vendor of any of the representations, warranties, covenants or undertakings given
by our Company or the Vendor contained in the Management and Sponsorship Agreement or that
any of the representations, warranties, covenants or undertakings by our Company or the Vendor in
the Management and Sponsorship Agreement is untrue or incorrect;
(b)
any specified event comes to the knowledge of the Sponsor and Issue Manager, and specified
event means an event occurring on or after the date of the Management and Sponsorship
Agreement and prior to 12.00 noon on the date of the closing of the Application List which, if it had
occurred before the date of the Management and Sponsorship Agreement, would have rendered
any of the representations, warranties and undertakings contained in the Management and
Sponsorship Agreement, untrue, incorrect or misleading in any material respect;
(c)
there shall have been, since the date of the Management and Sponsorship Agreement:
(i)
any adverse change, or any development or event involving a prospective adverse change,
in the condition (financial or otherwise), performance or general affairs of our Company
and/or its subsidiaries;
(ii)
any introduction or prospective introduction of or any change or prospective change in any

legislation, regulation, order, policy, rule, guideline or directive in Singapore or elsewhere
(whether or not having the force of law) and including, without limitation, any directive or
request issued by the Authority, the Securities Industry Council of Singapore, the SGX-ST or
any other relevant authority, in the interpretation or application thereof by any court,
government body, regulatory authority or other competent authority in Singapore or
elsewhere (whether or not having the force of law), that has or is reasonably expected to
have a material adverse effect or prospective material adverse effect on the condition,
performance, general affairs, prospects, future plans and trends, of any of the companies
within our Group, financial or otherwise, other than as disclosed in the preliminary offer
document and/or the Offer Document;
26

(iii)
any change, material adverse fluctuations, or any development involving a prospective

material adverse change, or any crisis in local, national, regional or international financial
(including, without limitation, to the conditions in the stock market, foreign exchange market,
inter-bank market or interest rates or money market in Singapore or any other jurisdiction),
political, industrial, economic, legal or monetary conditions, taxation or exchange controls
(including without limitation, the imposition of any moratorium, suspension or restriction on
trading in securities generally on the SGX-ST due to exceptional financial circumstances or
otherwise, adverse changes in foreign exchange controls in Singapore and overseas or any
combination of any such changes or developments or crisis, or any deterioration of any such
conditions);
(iv)
any imminent threat or occurrence of any local, national, regional or international outbreak or
escalation of hostilities, insurrection, terrorist attacks or armed conflict (whether or not
involving financial markets in any jurisdiction);
(v)
the issue of a Stop Order by the Authority (in accordance with Section 242 of the SFA), the
SGX-ST (acting as agent on behalf of the Authority)(to the extent applicable), or any other
competent authority, notwithstanding that a supplementary or replacement offer document is
subsequently lodged with the SGX-ST (acting as agent on behalf of the Authority) pursuant
to Section 241 of the SFA;
(vi)
any regional or local outbreak of disease that may have a material adverse effect on the
financial markets; or
(vii)
any other occurrence of any nature whatsoever, which event or events shall in the
reasonable opinion of the Sponsor and Issue Manager:
(A)
result or be likely to result in a material adverse fluctuation or adverse conditions in

the stock market in Singapore or overseas;
(B)
be likely to materially prejudice the success of the Placement;
(C)
make it impracticable, inadvisable, inexpedient or uncommercial to proceed with any of

the transactions contemplated under the Management and Sponsorship Agreement;
(D)
be likely to have a material adverse effect on the business, trading position, operations
or prospects of the Company or of our Group;
(E)
be such that no reasonable sponsor or issue manager would have entered into the
Management and Sponsorship Agreement;
(F)
result or be likely to result in the issue of a Stop Order by the Authority (pursuant to
the SFA), the SGX-ST (acting as agent on behalf of the Authority), or any other
competent authority; or
(G)
make it uncommercial or otherwise contrary to or outside the usual commercial

practices of sponsors in Singapore for the Sponsor and Issue Manager to observe or
perform or be obliged to observe or perform the terms of the Management and
Sponsorship Agreement;
27

(d)
if it comes to the notice of the Sponsor and Issue Manager that (i) any statement contained in this
Offer Document or the Application Form which, in the reasonable opinion of the Sponsor and Issue
Manager, has become untrue, incorrect or misleading in any material respect or (ii) circumstances
or matters have arisen or have been discovered, which would, if this Offer Document was to be
issued at that time, constitute, in the reasonable opinion of the Sponsor and Issue Manager, a
material omission of such information, and our Company fails to lodge a supplementary or
replacement offer document within a reasonable time after being notified of such material
misrepresentation or omission or fails to promptly take such steps, as the Sponsor and Issue
Manager may reasonably require, to inform investors of the lodgement of such supplementary or
replacement offer document. In such event, the Sponsor and Issue Manager reserves the right, at
its absolute discretion, to inform the SGX-ST and the Authority (to the extent applicable) and to
cancel the Placement and any application monies received will be refunded (without interest or any
share of revenue or other benefit arising therefrom) to the applicants for the Placement Shares by
ordinary post at the applicants own risk within 14 days of the termination of the Placement; or
(e)
the Shares have not been admitted to Catalist on or before 7 November 2014 (or such other date
as our Company, the Vendor and the Sponsor and Issue Manager may agree).
Pursuant to the Management and Sponsorship Agreement and the Placement Agreement, our Company
will hold the Sponsor, Issue Manager and Placement Agent or each of the Placement Agents subplacement agents, and the affiliates, associated companies and related companies and corporations of
the Sponsor, Issue Manager and Placement Agent or each of the Placement Agents sub-placement
agents, as well as their respective directors, employees and agents (including the directors and
employees of such agents) (Indemnified Persons) fully and effectively indemnified against all liabilities,
costs and expenses arising out of any claim which may be brought or threatened to be brought against
any of them in relation to the Placement and the listing of the Company on Catalist (whether or not such
claim is successful, compromised or settled) for whatever reasons, including but not limited to:
(a)
any failure by our Company, any companies within the Group, or the Vendor to comply with any
requirements of any statute or statutory regulation, governmental or ministerial order or decree, or
decision or circular of the SGX-ST (including the Catalist Rules) or any other authority (including
without limitation to the foregoing, any directive or order by the Authority or the SGX-ST pursuant
to the SFA and the Catalist Rules);
(b)
the preliminary offer document or the Offer Document not containing all information required
pursuant to Section 243 of the SFA or material in the context of the Placement, or any statement
contained therein or in any information which is otherwise supplied by our Company to the
Sponsor, Issue Manager and Placement Agent in connection with the Placement or the listing of
the Company on Catalist being untrue, incorrect or misleading;
(c)
any actual or alleged misrepresentation or in connection with any actual or alleged material
inaccuracies in, or actual or alleged material omission in the preliminary offer document and/or
Offer Document;
(d)
any actual or alleged material breach of our Company and/or the Vendor of any representations
and warranties or any obligations of the Company and the Vendor as contained in the Management
and Sponsorship Agreement and the Placement Agreement, respectively;
(e)
any failure or delay by our Company and/or the Vendor in performing the respective obligations of
the Company and the Vendor in the Management and Sponsorship Agreement or the Placement
Agreement; or
(f)
any exercise by the Indemnified Persons of any of the rights and authorities granted to them under
the Management and Sponsorship Agreement or the Placement Agreement,
28

including in any such case (but without prejudice to the generality of the foregoing) all costs, charges and
expenses which the Indemnified Persons may properly or reasonably incur or bear in disputing any such
claim made against any of them or in establishing any claim on their part under the foregoing provisions,
in each case except in relation to any claim, action or proceeding which may be incurred or suffered or
may be brought against any of the Indemnified Persons arising from the willful default, fraud or gross
negligence by the Indemnified Persons. For the avoidance of doubt, the indemnity contained in:
(a)
the Management and Sponsorship Agreement is without prejudice to the right of termination of the
Sponsor and Issue Manager under the Management and Sponsorship Agreement; and
(b)
the Placement Agreement is without prejudice to the right of termination of the Placement Agent
under the Placement Agreement.
The Management and Sponsorship Agreement and the Placement Agreement are conditional upon each
agreement not being determined or rescinded pursuant to the provisions of the respective agreement or
on the occurrence of certain events including those specified above.
In the event that the Management and Sponsorship Agreement and/or the Placement Agreement is
terminated, our Directors and the Vendor reserve the right, at their absolute discretion, to cancel the
Placement.
Save as disclosed in this Offer Document, we and the Vendor do not have any material relationship with
the Sponsor, Issue Manager and Placement Agent.
29
RISK FACTORS
Prospective investors should carefully consider and evaluate each of the following risk factors and all
other information contained in this Offer Document before deciding to invest in our Shares. Some of the
following risk factors relate principally to the industry in which our Group operates and the business of our
Group in general. Other considerations relate principally to general economic and political conditions and
the securities market and ownership of the Shares, including possible future sale of Shares. To the best of
our Directors and the Vendors knowledge and belief, all risk factors which are material to investors in
making an informed judgment of our Group have been set out below. If any of the following
considerations, uncertainties or material risks develops into actual events, our business, financial position
and/or results of operations could be materially and adversely affected. In such cases, the trading price of
our Shares could decline due to any of these considerations, uncertainties or material risks, and investors
may lose all or part of their investment in our Shares.
This Offer Document also contains forward-looking statements having direct and/or indirect implications
on our future performance. Our actual results may differ materially from those anticipated by these
forward-looking statements due to certain factors, including the risks and uncertainties faced by us, as
described below and elsewhere in this Offer Document.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
We typically do not enter into long term contracts with our customers
We typically rent our cranes to customers on a daily or short term basis. Our existing customers generally
do not enter into long term contracts with us for the rental of cranes, save for Jurong Port with whom we
have a contract to provide services for the supply of two mobile cranes deployed at the Penjuru Lighter
Terminal for two years. Please refer to the Major Customers section of this Offer Document for more
details. As such, there is no guarantee that our customers will continue to rent our cranes after the
completion of each assignment or upon the expiry of the term of the two-year contract in the case of
Jurong Port. Should our customers decide to use the cranes of our competitors or reduce their rental from
us, our revenue and financial performance will be adversely affected.
We are dependent on the level of activities in the construction, marine, logistics, oil and gas as
well as infrastructure industries in Singapore
For the Periods Under Review, we derived our revenue from our customers in Singapore. Our customers
are mainly in the construction, marine, logistics, oil and gas as well as infrastructure industries. Thus, the
demand for our cranes is dependent, to a large extent, on the level of business activities in these
industries in Singapore. The construction, marine, logistics, oil and gas as well as infrastructure industries
are cyclical in nature and the level of activities is dependent on a number of factors beyond our control. In
addition, we may not be able to predict the timing, extent or duration of such activity cycles of these
industries. Any decline in the businesses of these industries will have an adverse effect on our financial
performance. In addition, an economic downturn in Singapore may lead to a reduction in the demand for
cranes, and this would have an adverse impact on our revenue and financial performance.
We may be adversely affected by fluctuations in the global financial markets

Generally, we fund our acquisitions of property, plant and equipment via short and long term financing
from banks and other financial institutions. The disruptions, uncertainty and volatility in the global credit
markets may limit our ability to obtain the required working capital and financing for our crane rental
business at reasonable terms and finance costs. If all or a substantial portion of our facilities are
withdrawn and we are unable to secure alternative funding on acceptable commercial terms, our
operations and financial position will be adversely affected. Our interest expenses for the Periods Under
Review were $0.7 million, $0.6 million and $0.8 million for FY2012, FY2013 and FY2014 respectively. The
interest rates for most of our credit facilities are subject to review from time to time by the relevant
financial institutions. Given that we rely on these credit facilities to finance our purchase of property, plant
and equipment and that interest expenses represent a significant percentage of our expenses, any
increase in the interest rates of the credit facilities extended to us may have a material adverse impact on
our profitability.
30
RISK FACTORS
In addition, such fluctuations and volatility in the global credit markets could limit our current and potential
customers from borrowing funds from banks or financial institutions. Accordingly, such customers may not
be able to obtain sufficient financing to rent the cranes from our Group or we may be required to lower
our rental rates for our cranes in order to cater to the customers current situation. This may have an
adverse impact on our revenue and financial performance.
We may be affected by customers preference between purchasing and renting mobile cranes
As all our revenue is derived from the rental of cranes, our business performance and profitability may be
adversely affected by our customers preferences such as whether to purchase or rent the cranes
required for their projects. These preferences may change according to the market conditions, the general
availability of financing and the type of project which our customers require cranes for. In the event that
we have to lower the rental rates for our cranes to attract and retain our customers, our revenue and
financial performance will be adversely affected.
We are exposed to credit risks of our customers

We typically extend credit terms of 30 days depending on the creditworthiness of our customers. Our
trade receivables turnover for the Periods Under Review were approximately 103 days, 96 days and 100
days in FY2012, FY2013 and FY2014, respectively. Please refer to the Credit Policy and Management
section of this Offer Document for more details. We face uncertainties over the timeliness of our
customers payments and their ability to pay. Our customers ability to pay may be affected by events or
circumstances that are difficult to foresee or anticipate, such as a decline in their business or an
economic downturn. Hence, there can be no assurance that we will be able to collect our trade debts fully
or within a reasonable period of time and this could adversely affect our cash flow, financial position and
financial performance. The total amount of allowance for impairment of trade receivables and bad debts
written off for the Periods Under Review were $22,000, $87,000 and $32,000 in FY2012, FY2013 and
FY2014 respectively. Please refer to the Credit Policy and Management section of this Offer Document
for more details.
We have experienced and may continue to experience negative working capital

We had negative working capital of $1.8 million as at 30 April 2014 due mainly to significant investments
in property, plant and equipment which we had partially financed using our internal sources of funds. In
particular, we acquired a 750-tonne mobile crane for approximately $7.8 million to meet the requirements
of customers in the infrastructure industry and the Pandan Road Property for $16.0 million in FY2014 to
cater to our business expansion. Total cash outlay for the acquisition of the 750-tonne mobile crane and
the Pandan Road Property was approximately $2.8 million with the balance purchase consideration being
financed by a hire purchase arrangement and bank loans respectively. Please refer to the Managements
Discussion and Analysis of Results of Operations and Financial Position section of this Offer Document
for more information.
We are subject to the risk that our current assets and cash generated from operations will be insufficient
to meet our obligations under the current liabilities. In such event, additional capital, debt or other forms of
financing may be required to fund our working capital. If we are unable, for any reason, to raise additional
capital, debt or other financing for our working capital requirements, our business, operating results,
liquidity and financial position will be adversely affected.
Our reputation may be adversely affected if there are major lapses in our lifting operations
We believe that we have established a reputation as a reliable supplier of mobile cranes in Singapore
since our incorporation in 1987. Over the years, we believe that we have built sufficient goodwill amongst
our customers. As such, if there is any lapse in services and disruption to our operations due to defects
and frequent breakdowns of our cranes, inability of our servicing and maintenance team to provide timely
service to our customers, malpractices and negligence by our crane operators or due to circumstances
which are beyond our control such as adverse publicity, our reputation will be adversely affected and we
will risk losing our customers confidence in renting our cranes. In any such event, our business and
financial performance will be adversely affected.
31
RISK FACTORS
We are reliant on skilled and foreign labour
We believe that we have established a reputation as a reliable supplier of mobile cranes in Singapore.
Our continued success is dependent on our ability to recruit and retain experienced and skilled crane
operators and support team comprising technicians, electricians and mechanics to provide maintenance
and repair support services. As there is a limited number of qualified personnel in the industry,
competition for experienced and skilled personnel is intense. In case of a shortage of such skilled labour,
we may have to increase their salaries in order to attract and retain their services which will result in an
increase in our cost of sales and operating expenses. In the event that we are not able to pass on the
increase in costs to our customers, our financial performance will be adversely affected. In FY2012,
FY2013 and FY2014, labour costs accounted for approximately 36.6%, 40.4% and 41.0% respectively, of
our cost of sales.
In addition, the availability of both skilled and unskilled foreign labour is subject to policies imposed by
MOM and the foreign affairs policies of the countries in which these foreign workers are domiciled. The
availability, requirements and cost of housing for such workers are also subject to government policies.
Any changes in such policies may affect the supply of foreign manpower and cause disruptions to our
operations which will result in an increase in our labour costs and may have a material adverse impact on
our financial performance. Please refer to the Government Regulations section of this Offer Document
for more details on regulations on employment of foreign workers in Singapore.
We are dependent on key personnel for our continued success

Our Groups success to date has been largely attributable to the efforts of our key management led by
our Executive Chairman, Ng Chui Hwa, our Executive Director and CEO, Jovan Yap and our Controlling
Shareholder and Executive Officer, Yap Sian Lay, who have more than 30 years, 13 years and 40 years of
experience in the industry, respectively. They have been responsible for our crane rental business and are
responsible for overseeing the day-to-day operations, business strategy and corporate development of our
Group. The key management is expected to play an important role in the future growth and success of
our Group. The loss of the services of our key management without suitable replacements may have an
adverse impact on our business operations and the future growth of our Group. Please refer to the
Directors, Executive Officers and Staff section of this Offer Document for details of the qualifications and
working experience of our management team.
We may be subject to potential liability in the event of an accident resulting in property loss,
personal injury and/or death
Accidents which occur during lifting operations may result in damages to property, injury and/or deaths to
our employees or third parties. For instance, our mobile crane was involved in an accident at a jobsite at
Biopolis Drive/Biomedical Grove in June 2010, and another accident at one of the wharves located at
Jurong Port Terminal in November 2011. The first accident in June 2010 had led to legal dispute over
liability for damage caused by such accident. In the second accident, our Group was suspended from
providing lifting services at Jurong Port Terminal and Penjuru Lighter Terminal for six months as both
terminals are managed by Jurong Port. There were no fatalities in these two accidents. Please refer to the
Quality Assurance Safety Policy section of this Offer Document for further details. Although we have
sought protection against the risk of such liabilities by obtaining the necessary insurance coverage, we
believe that it is not possible for us to be fully insured against every conceivable risk that our Group might
be exposed to.
If any accidents are not covered by our insurance policies and claims arising from such accidents are in
excess of our insurance coverage or if any of our insurance claims are contested by any insurance
company, we may be required to pay for such compensation, which may have a material and adverse
impact on our financial performance. In addition, the payment by our insurers of such insurance claims
may result in increases in the premiums payable by us for our insurances. This will also increase the
costs of our operations and adversely affect our financial performance.
32
RISK FACTORS
Our insurance coverage may not be adequate
We currently maintain work injury compensation insurance, public liability insurance, machinery all-risk
insurance, motor vehicle insurance, fire insurance, general comprehensive liability insurance and keyman
insurance for our Executive Director and CEO, Jovan Yap. However, in the event that the amount of claims
exceeds the coverage of the insurance policies which we have taken up, we may be liable for shortfalls of
the amount claimed.
In addition, we may face the risk of loss or damage to our cranes and other equipment due to fire and
theft. Such events may cause a disruption or cessation in our operations. If such events were to occur,
and our loss is substantially higher than our insurance coverage, our business and financial performance
will be adversely affected. Please refer to the Insurance section of this Offer Document for further
details.
We are dependent on the timely delivery of our cranes

For the Periods Under Review, we derived our revenue from the rental of cranes. As such we are highly
dependent on the supply and availability of cranes. The lead time between confirmation of an order for a
crane to the date of delivery could be up to 18 months. We typically place orders for cranes as and when
the need arises. In the event of a delay in the delivery of the cranes, and if we are unable to source for
new or alternative suppliers for the cranes, we would not be able to meet our customers demand and our
financial performance will be adversely affected. Given the long delivery lead time, we are generally
required to make procurement decisions based on the anticipated market demand for a particular type of
crane. If the anticipated demand does not materialise, our cranes will be under-utilised and our financial
performance and financial position will be adversely affected.
Purchases of mobile cranes accounted for a significant percentage of our total purchases for the
Periods Under Review
Since we commenced operations, we have maintained long standing relationships with a reliable group of
suppliers from whom we source our mobile cranes. Purchases of mobile cranes from three major
suppliers in aggregate accounted for approximately 5.2%, 70.1% and 63.7% of our total purchases in
FY2012, FY2013 and FY2014 respectively. Our purchases from these major suppliers were for mobile
cranes which are known for their reliability and performance. Please refer to the Major Suppliers section
of this Offer Document for further details on our major suppliers.
As we generally do not have long term supply contracts with these major suppliers, there can be no
assurance that we will be able to secure new mobile cranes of good quality and at competitive prices. In
the event that we are not able to obtain good quality mobile cranes from our suppliers at competitive
prices, we may have to seek alternative sources from other suppliers at less favourable prices.
Accordingly, our operations and financial performance will be adversely affected.
We are subject to the risk of prolonged downtime of cranes

Equipment downtime occurs when our cranes are sent for repair and maintenance instead of being
deployed at our customers jobsites. As at the Latest Practicable Date, we have a fleet of 25 mobile
cranes and 5 lorry cranes. In the event that any of our cranes experience prolonged downtime due to
repair and maintenance, the opportunity cost, in terms of foregone revenue could be substantial. Further,
newer cranes are also more sophisticated with the incorporation of newer technologies which makes
repair and maintenance of such cranes more time consuming. Although our repair and maintenance
department is constantly upgrading their technical skills and know-how to keep up with the advancement
of crane technologies, there is no assurance that we will be able to minimise the time required for repair
and maintenance.
We may be subject to the shortage of available cranes

From time to time, we may lease cranes from other suppliers on a short term basis to meet a temporary
increase in demand for cranes from our customers. The availability of suitable cranes from other suppliers
to meet our customers requirements depends on the supply and demand conditions of cranes for various
industries. In the event that we are not able to lease suitable mobile cranes from other suppliers, our
operations and financial performance will be adversely affected.
33
RISK FACTORS
We face the risk of increases in fuel costs
The costs of fuel (in particular, diesel) for our cranes and prime movers accounted for a significant
proportion of our cost of sales. Fuel costs accounted for approximately 10.8%, 8.2% and 7.4% of our
Groups total cost of sales in FY2012, FY2013 and FY2014, respectively. Diesel prices have experienced
significant fluctuations in recent years, and are affected by factors that are beyond our control, such as
the supply and demand for crude oil, actions by the OPEC and other oil and gas producers, geopolitical
developments (including war and unrest in oil producing countries and regions) and environmental
concerns. An increase in diesel prices could lead to a corresponding increase in our cost of sales and
adversely affect our gross profit margin. In the event that we are unable to anticipate and react to such
price fluctuations, we may not be able to pass all increases in diesel costs to our customers and our
profitability may be adversely affected. While our rental rates are generally determined based on
prevailing market rates, any fluctuations in diesel prices tend to be industry-wide, and we may not always
be able to immediately pass on all increases in diesel costs to our customers. As a result, an increase in
diesel price will adversely affect our financial performance.
We are subject to a number of operating risks

Our operations are exposed to the risk of equipment failure, risk of failure by our employees to follow
procedures and protocols, as well as inherent risks in operating equipment and machinery, resulting in
damage to or loss of any relevant machines, equipment or facilities required in a project, or personal
injury. A major operational failure could result in loss of life and/or serious injury, damage to or loss of the
machines, equipment or facilities and protracted legal disputes and damage to our reputation. In the event
of an operational or equipment failure, we may be forced to cease part of our operations and we may be
subject to a penalty or incur extra costs or expenses in any dispute as a result of such operational or
equipment failure. In addition, the industry we operate in is highly regulated by MOM and other regulatory
authorities. Where there is a non-compliance of any regulatory requirement of MOM or other regulatory
authorities, we will be subject to penalties as may be imposed by them. This may have an adverse impact
on our operations and financial performance.
Changes in government budget, legislation, regulations or policies which affect the use of heavy
equipment will adversely affect our financial performance
As we derive all our revenue from rental of cranes in Singapore, any changes in government budget,
legislation, regulations or policies directly or indirectly affecting the use of heavy equipment in Singapore
may adversely affect our business operations and/or have a negative impact on the demand for our
cranes. In addition, compliance with changes in government legislation, regulations or policies may
increase our costs and any significant increase in compliance costs arising from such changes may
adversely affect our financial performance.
The operation and use of our cranes is subject to regulations and licensing requirements
Our business operations are regulated by various governmental bodies and authorities in Singapore as
disclosed in the Government Regulations section of this Offer Document. These governmental bodies
have imposed limits and restrictions on the number of years which our cranes are allowed to be used on
the construction sites and/or the worksites. Depending on certain working loads of the mobile cranes, the
maximum allowable service years of the cranes range between 20 years and 30 years, except for
requirements set out by HDB, which provide that the age of the cranes used at HDBs worksites must not
exceed 15 years from the date of manufacture. As such, new regulations or any changes to the licensing
requirements on the use and operations of cranes may have an adverse impact on our operations and
financial performance.
We are also required to obtain various licences and permits to carry out business. The licences and
permits are generally subject to conditions stipulated in such licences and permits and/or relevant laws
and regulations under which such licences and permits are issued. Failure to comply with such
conditions, laws or regulations could result in us being penalised or the revocation or non-renewal of the
relevant licence or permit. Accordingly, we have to constantly monitor and ensure our compliance with
34
RISK FACTORS
such conditions imposed, if any. Any failure to comply with such conditions may result in the revocation or
non-renewal of any of the licences and permits, which may impact our ability to carry out our business
and operations. As such, our business, results of operations and financial performance may be materially
and adversely affected.
Our business, financial condition and results of operations will be adversely affected if we are
unable to compete successfully against our existing and potential competitors
The crane rental business is highly competitive and our success depends to a large extent on our ability
to compete effectively against other players within the industry and respond in an effective and timely
manner to cope with changing market conditions and trends. The key competitive factors include rental
rates, age of the cranes, track records and experience of the crane operators.
Our competitors may have greater financial and marketing resources, longer operating histories, bigger
client base, wider range of cranes, larger fleet of cranes or are better entrenched in the markets that we
operate in or intend to venture into. We may face price-cutting pressures from our competitors in their bid
to maintain or expand their market share. If we are unable to respond with appropriate measures, our
market share will decline and our profitability and financial performance will be adversely affected.
In addition, new competitors may enter the industry resulting in increased competition. This may result in
us losing our existing customers and not being able to secure new customers. There is no assurance that
we will be able to compete successfully in the future against our existing or potential competitors or that
our business, financial condition and results of operations will not be adversely affected by increased
competition. Please refer to the Competition section of this Offer Document for further details of our
competitors.
Our crane rental business is capital intensive and we may require additional funding for our future
growth
Our crane rental business is capital intensive due to the need to constantly renew or expand our fleet to
keep up with the requirements of our customers in the various industries. In addition, we have identified
our future growth plans as set out in the Business Strategies and Future Plans section of this Offer
Document. The proceeds from the Placement may not be sufficient to cover the estimated costs to
implement all these plans. Under such circumstance, we may need to obtain debt or equity financing to
fund our business and future growth. There is no assurance that we will be able to obtain additional
financing on terms that are acceptable to us or at all. If we are unable to do so, our future plans and
growth prospects may be adversely affected.
Additional debt and/or equity financing may result in dilution to our Shareholders. If such financing does
not generate a commensurate increase in earnings, our EPS will be diluted, and this could lead to a
decline in our Share price. Additional debt financing may, apart from increasing interest expense and
gearing, result in all or any of the following:
limit our ability to pay dividends or require us to seek consent for the payment of dividends;
increase our vulnerability to general adverse economic and industry conditions;
require us to dedicate a substantial portion of our cash flows from operations to payments of our
debt, thereby reducing the availability of our cash flows to fund capital expenditure, working capital
and other requirements; and/or
limit our flexibility in planning for, or reacting to, changes in our business and our industry.
There is no assurance that our expansion plans will be successful

Our operations are currently based in Singapore and we rent our cranes to customers in various
industries. We intend to expand the range of cranes and the number of prime movers in our fleet and
develop our trading business. Our expansion plans involve a number of risks, including but not limited to
the cost of establishing an overseas trading network, investment in fixed assets, as well as other working
35
RISK FACTORS
capital requirements. The success of our expansion plans depends on many factors, some of which are
not within our control. We may not be able to execute our expansion plans successfully, in which event
our business, financial condition and results of operations will be adversely affected. Please refer to the
Business Strategies and Future Plans section of this Offer Document for more information on our future
plans.
We may make acquisitions which could put a strain on our resources, cause ownership dilution to
our Shareholders and adversely affect our financial performance
We may acquire businesses that complement our existing business. The entire acquisition process
involving, inter alia, identifying suitable targets, negotiations and due diligence can put a strain on our
resources and might not result in completion. Future acquisitions could also divert our managements
attention from other business concerns and may expose our business to unforeseen liabilities or risks
associated with entering new markets. We might also lose key employees while integrating with new
organisations. Consequently, the acquired business may not be successfully integrated and we may not
achieve the anticipated revenues and cost benefits. Future acquisitions could also result in lapses in
service, potential dilutive issuance of equity securities, the incurrence of debt, contingent liabilities,
possible impairment charges related to goodwill or other intangible assets or other unanticipated events
or circumstances, any of which could adversely affect our business and financial performance.
We may be affected by an outbreak of dengue and/or other communicable diseases

An outbreak of dengue or various communicable diseases such as severe acute respiratory syndrome
and avian influenza in the future may potentially affect our operations as well as the operations of our
customers and suppliers. In the event that any of the employees in any of our offices or worksites or
those of our customers and suppliers is affected by a dengue outbreak or any communicable diseases,
we or our customers and suppliers may be required to temporarily shut down our or their offices or
worksites to prevent the spread of the diseases. This may have an adverse impact on our revenue and
financial performance.
RISKS RELATING TO INVESTMENT IN OUR SHARES
Investments in securities quoted on Catalist involve a higher degree of risk and can be less liquid
than shares quoted on the Main Board of the SGX-ST
We have made an application for our Shares to be admitted to Catalist, a listing platform primarily
designed for fast growing and emerging or smaller companies (to which a higher investment risk tends to
be attached as compared to larger or more established companies). An investment in shares quoted on
Catalist may carry a higher risk than an investment in shares quoted on the Main Board of the SGX-ST
and the future success and liquidity in the market for our Shares cannot be guaranteed. Pursuant to the
Catalist Rules, we are required to, among other things, retain a sponsor at all times after our admission to
Catalist. In particular, unless approved by the SGX-ST, the Sponsor must act as our continuing sponsor
for at least three years after the admission of our Company to Catalist. In addition, we may be delisted in
the event that we do not have a sponsor for more than three continuous months. There is no guarantee
that following the expiration of the three-year period, the Sponsor will continue to act as our sponsor or
that we will be able to find a replacement sponsor within the three-month period. Should such risks
materialise, we may be delisted.
Future sales or issuance of our Shares could materially and adversely affect our Share price
Any future sale or issuance of our Shares can have a downward pressure on our Share price. The sale of
a significant amount of Shares in the public market after the Placement, or the perception that such sales
may occur, could adversely affect the market price of our Shares. These factors also affect our ability to
sell additional equity securities in future, at a time and price we deem appropriate. Except as otherwise
described in the Moratorium section of this Offer Document, there are no restrictions imposed on our
Substantial Shareholders in relation to disposal of their shareholdings. Our Share price may decline if
certain Shareholders sell their Shares upon the expiry of their moratorium periods.
36
RISK FACTORS
Our Controlling Shareholders and their Associates will retain significant shareholding control
over our Group after the Placement which will allow them to influence the outcome of matters
submitted to Shareholders for approval
Upon the completion of the Placement, our Controlling Shareholders, namely Yap Sian Lay and Ng Chui
Hwa, together with their children, namely Jovan Yap and Ivy Yap (who are also our Substantial
Shareholders) will collectively own approximately 73.5% of our Companys post-Placement share capital.
As a result, they will be able to exercise significant influence over matters requiring Shareholders
approval, including the election of directors and the approval of significant corporate transactions. They
will also effectively have veto power with respect to any Shareholders action or approval requiring a
majority vote except where they are required by the Catalist Rules or other applicable regulations to
abstain from voting. Such concentration of ownership may also have the effect of delaying, preventing or
deterring a change in control of our Group even if it may benefit the Shareholders.
We may issue Shares for additional funding for our future growth which will result in dilution to
our Shareholders
We may issue additional Shares after the Placement to raise the required capital to fund our future
growth. If new Shares placed to new and/or existing Shareholders are issued after the Placement, they
may be priced at a discount to the then prevailing market price of our Shares trading on Catalist, in which
case, existing Shareholders equity interest may be diluted. If we fail to utilise the new equity to generate
a commensurate increase in earnings, our EPS will be diluted and this could lead to a decline in our
Share price.
There is no prior market for our Shares and the Placement may not result in an active or liquid
market for our Shares
Prior to the Placement, there has been no public market for our Shares. Although we have made an
application to the SGX-ST to list our Shares on Catalist, there is no assurance that an active trading
market for our Shares will develop or if developed, be sustained after the Placement. There is also no
assurance that the market price of our Shares will not decline below the Placement Price. The Placement
Price may not be indicative of the market price of our Shares after the completion of the Placement.
Our Share price may fluctuate following the Placement which could result in substantial losses for
investors purchasing Shares in the Placement
The market price of our Shares may fluctuate significantly and rapidly in response to, inter alia, the
following factors, some of which are beyond our control:
(a)
variations in our operating results;
(b)
changes in securities analysts recommendations, perceptions or estimates of our financial

performance;
(c)
changes in market valuations and share prices of companies with business similar to that of our
Group that may be listed in Singapore;
(d)
announcements by us of significant acquisitions, strategic alliances or joint ventures;
(e)
fluctuations in stock market prices and volume;
(f)
our involvement in material litigation;
(g)
additions or departures of key personnel;
(h)
success or failure of our management in implementing business and growth strategies; and
(i)
changes in conditions affecting the industry, the general economic conditions or stock market
sentiments or other events or factors.
37
RISK FACTORS
For these reasons, among others, our Shares may trade at prices that are higher or lower than the NAV
per Share. In addition, our Shares are not capital-safe products and there is no guarantee that holders of
our Shares can realise a higher amount or even the principal amount of their investments.
New investors will incur immediate dilution and may experience further dilution
Our Placement Price of 25.0 cents per Share is higher than our NAV per Share of 24.4 cents (based on
the NAV as referred to in the Dilution section of this Offer Document and as adjusted for the net
proceeds from the issue of New Shares). If we were liquidated immediately following the Placement, each
investor subscribing for and/or purchasing the Placement Shares would receive less than the price he
paid for the Shares. Please refer to the Dilution section of this Offer Document for further details.
Negative publicity may materially and adversely affect the price of our Shares
Negative publicity involving our Group or any of the Directors, Executive Officers or Substantial
Shareholders of our Company may materially and adversely affect the market perception or the share
performance of our Company, whether or not it is justified. Some examples are unsuccessful attempts in
joint ventures, take-overs or involvement in insolvency proceedings.
We may not be able to pay dividends in the future

Our ability to declare dividends to our Shareholders will depend on our future financial performance and
distributable reserves of our Company, which, in turn, depends on us successfully implementing our
strategies and on financial, competitive, regulatory, technical and other factors, general economic
conditions, demand for and rental rates of our cranes and other factors specific to our industry, many of
which are beyond our control. As such, there is no assurance that our Company will be able to pay
dividends to our Shareholders after the completion of the Placement. In the event that any company in
our Group enters into any loan agreements in the future, covenants therein may also limit when and how
much dividends we can declare and pay.
Foreign Shareholders may not be able to participate in future rights issues or certain other equity
issues of our Shares
In the event that we elect to conduct a rights issue or certain other equity issues, we may be subject to
regulatory procedures to be followed in making such rights available to our existing Shareholders or in
disposing of such rights for the benefit of such Shareholders and making the net proceeds available to
them. Accordingly, as a result of such regulatory constraints, foreign holders of our Shares may be unable
to participate in future offerings of our Shares and may experience dilution of their shareholdings as such.
38
PLACEMENT STATISTICS
25.0 cents
PLACEMENT PRICE
NAV
NAV per Share based on the audited combined balance sheet of our Group as at 30
April 2014:
(a)
before adjusting for the estimated net proceeds from the issue of the New
Shares and based on our Companys pre-Placement share capital of
82,000,000 Shares
25.5 cents
(b)
after adjusting for the estimated net proceeds from the issue of the New Shares
and based on our Companys post-Placement share capital of 102,000,000
Shares
24.4 cents
(Discount)/Premium of Placement Price from/over the NAV per Share based on the
audited combined balance sheet of our Group as at 30 April 2014:
(a)
before adjusting for the estimated net proceeds from the issue of the New
Shares and based on our Companys pre-Placement share capital of
82,000,000 Shares
(2.0)%
(b)
after adjusting for the estimated net proceeds from the issue of the New Shares
and based on our Companys post-Placement share capital of 102,000,000
Shares
2.5%
EPS
Historical net EPS of our Group for FY2014 based on the audited combined
statements of comprehensive income and our Companys pre-Placement share capital
of 82,000,000 Shares
3.9 cents
Historical net EPS of our Group for FY2014 based on the audited combined
statements of comprehensive income and our Companys pre-Placement share capital
of 82,000,000 Shares, assuming that the Service Agreements had been in place from
the beginning of FY2014
3.6 cents
PER
Historical PER based on the historical net EPS of our Group for FY2014
6.4 times
Historical PER based on the historical net EPS of our Group for FY2014, assuming
that the Service Agreements had been in place from the beginning of FY2014
6.9 times
Net Cash Flow from Operations (1)

Historical net cash flow from operations per Share for FY2014 based on our
Companys pre-Placement share capital of 82,000,000 Shares
6.6 cents
Historical net cash flow from operations per Share for FY2014 based on our
Companys pre-Placement share capital of 82,000,000 Shares, assuming that the
Service Agreements had been in place from the beginning of FY2014
6.3 cents
39
PLACEMENT STATISTICS
Ratio of Placement Price to Net Cash Flow from Operations
Placement Price to historical net cash flow from operations per Share for FY2014
3.8 times
Placement Price to historical net cash flow from operations per Share for FY2014,
assuming that the Service Agreements had been in place from the beginning of
FY2014
4.0 times
Market Capitalisation
Our market capitalisation based on the Placement Price and our Companys postPlacement share capital of 102,000,000 Shares
$25.5 million
Note:
(1)
Net cash flow from operations is defined as net cash generated from operating activities as referred to in the Independent
Auditors Report and the Audited Combined Financial Statements for the Financial Years ended 30 April 2012, 2013 and
2014 set out in Appendix A of this Offer Document.
40
DILUTION
Dilution is the amount by which the Placement Price to be paid by investors for the Placement Shares
(New Investors) exceeds the NAV per Share immediately after the Placement. Our audited NAV per
Share as at 30 April 2014 before adjusting for the estimated net proceeds from the issue of the New
Shares and based on our Companys pre-Placement share capital of 82,000,000 Shares, was 25.5 cents.
Based on the issue of 20,000,000 New Shares at the Placement Price, our NAV per Share after adjusting
for the estimated net proceeds from the issue of the New Shares and based on our Companys postPlacement share capital of 102,000,000 Shares, would be 24.4 cents. This represents an immediate
dilution in NAV per Share of 1.1 cents or 4.3% to our existing Shareholders and an immediate dilution in
NAV per Share of 0.6 cents or 2.4% to our New Investors.
The following table illustrates such dilution on a per Share basis as at 30 April 2014:
Cents
Placement Price
25.0
NAV per Share as at 30 April 2014
25.5
Dilution in NAV per Share to existing Shareholders
(1.1)
NAV per Share after the Placement(1)
24.4
Dilution in NAV per Share to New Investors
(0.6)
Note:
(1)
The computed NAV per Share after the Placement does not take into account our actual financial performance after 1 May
2014. Depending on our actual financial results, our NAV per Share may be higher or lower than the above computed NAV.
The following table shows the average effective cost per Share paid by our existing Shareholders for
Shares acquired by them during the period of three years prior to the date of lodgement of this Offer
Document and the price per Share to be paid by our New Investors pursuant to the Placement:
Number of Shares
Acquired
Total
Consideration
($)
Average Effective
Cost per Share
(cents)
Existing Shareholders
Yap Sian Lay(1)
32,455,000
8,283,050(3)
25.5
Ng Chui Hwa(1)
23,444,000
5,983,250(3)
25.5
Jovan Yap (1)(2)
20,094,000
5,128,500(3)
25.5
6,007,000
1,533,200(3)
25.5
6,750,000
25.0
Ivy Yap(1)
New Investors
27,000,000
Notes:
(1)
Our Controlling Shareholder and Executive Officer, Yap Sian Lay, is the spouse of our Executive Chairman, Ng Chui Hwa.
Our Executive Directors, Jovan Yap and Ivy Yap are the children of Yap Sian Lay and Ng Chui Hwa.
(2)
Jovan Yap will offer 7,000,000 Vendor Shares pursuant to the Placement. Please refer to the Vendor section of this Offer
Document for further details.
(3)
The total consideration was arrived at after taking into account the purchase consideration for the acquisition by our
Company of the entire issued and paid-up share capital of MS Cranes, MS Services and MS Equipment as described in the
Restructuring Exercise section of this Offer Document.
Save as disclosed above and in the Restructuring Exercise and Share Capital sections of this Offer
Document, none of our Directors, Substantial Shareholders or their Associates has acquired any Shares
during the period of three years prior to the date of lodgement of this Offer Document.
41
CAPITALISATION AND INDEBTEDNESS

The following table shows the cash and cash equivalents as well as the capitalisation and indebtedness
of our Group as at 31 August 2014:
(a)
based on the unaudited combined management accounts of our Group as at 31 August 2014; and
(b)
as adjusted for the net proceeds from the issue of the New Shares.
You should read this in conjunction with the Independent Auditors Report and the Audited Combined
Financial Statements for the Financial Years ended 30 April 2012, 2013 and 2014 set out in Appendix A
of this Offer Document and the Managements Discussion and Analysis of Results of Operations and
Financial Position section of this Offer Document.
As at
31 August 2014
($000)
Cash and cash equivalents
As Adjusted for the

Net Proceeds from
the Issue of the
New Shares
2,960
6,904
7,628
7,628
7,628
7,628
30,860
30,860
30,860
30,860
Total indebtedness
38,488
38,488
Total shareholders equity
21,481
25,425
Total capitalisation and indebtedness
59,969
63,913
Indebtedness
Current
- secured and guaranteed
- secured and non-guaranteed
- unsecured and guaranteed
- unsecured and non-guaranteed
Non-current
- secured and guaranteed
- secured and non-guaranteed
- unsecured and guaranteed
- unsecured and non-guaranteed
There were no material changes in our total capitalisation and indebtedness from 1 September 2014 to
the Latest Practicable Date, save for the scheduled monthly repayments on our bank borrowings and
changes in our working capital and retained earnings arising from the day-to-day operations in the
ordinary course of business.
42

Borrowings and Credit Facilities
Details of our borrowings, indebtedness and credit facilities as at 31 August 2014 are as follows:
Type of Facilities
Amount of
Facilities
Granted
($000)
Amount
Utilised/
Owing
($000)
Amount
Unutilised
($000)
Obligations under
finance leases
(General lines)
4,000
1,505
2,495
Obligations under
finance leases
(Specific lines)
32,729
23,690
Bank loan for

Robinson Square
Property(1)
2,642
Bank loan for Pandan

Road Property
Bank loan for Thomson

Ridge Shophouse(1)
Interest
Rates
per Annum
Maturity Profile
2.00% per annum

over the banks
prevailing one-month
Cost of Funds
60 months
(repayable by July
2019)
1.15% - 2.90% per

annum
24 - 96 months
(repayable by July
2015 - August 2022)
803
1,816
1.38% per annum

for the first two
years; 1.95% per
annum for the third
year; thereafter,
0.75% over the
banks Commercial
Financing Rate
25 years (repayable
by April 2038)
12,400
11,780
1.50% per annum

over one-month
Singapore Interbank
Offered Rate for the
first three years;
0.75% per annum
over the banks
Commercial
Financing Rate for
the fourth year and
thereafter
20 years (repayable
by July 2033)
900
710
3.65% per annum

below the banks
Non-Residential
Mortgage Board
Rate (NMBR) for
the first year; 3.35%
per annum below
the NMBR for the
second year; 2.05%
per annum below
the NMBR for the
third year; thereafter,
0.75% per annum
below the banks
NMBR; or such
other rate to be
determined at the
banks sole
discretion
10 years (repayable
by May 2022)
43
Type of Facilities
Money market loans
Overdraft
Performance guarantee
Corporate credit card

Forex transactions
Amount of
Facilities
Granted
($000)
Amount
Utilised/
Owing
($000)
Amount
Unutilised
($000)
Interest
Rates
per Annum
Maturity Profile
2.00% per annum

over the banks Cost
of Funds or
applicable SWAP
Offer Rate; or such
other rate to be
determined at the
banks sole
discretion, whichever
is higher
100
Banks prime lending rate
62
Commission payable
is at 1.00% per
annum
100
12
88
24.0% per annum
Monthly repayment
12,500
12,500
Not applicable
4,000
4,000
100
62
Note:
(1)
These term loans were in relation to the Robinson Square Property and the Thomson Ridge Shophouse and have been
fully redeemed and settled in September 2014 in connection with the sale of these investment properties. Please refer to the
Interested Person Transactions section of this Offer Document for further information.
The above credit facilities were secured by one or several of (i) mortgage over respective plant and
equipment financed under hire purchase arrangement; (ii) mortgage over the Gul Drive Property, the
Pandan Road Property and our investment properties (comprising the Robinson Square Property and the
Thomson Ridge Shophouse); and (iii) joint and several personal guarantees by our Executive Directors
and Controlling Shareholders. Please refer to the Interested Person Transactions section of this Offer
Document for further details of the guarantees provided by our Executive Directors and Controlling
Shareholders.
To the best of our Directors knowledge, as at the Latest Practicable Date, we are not in breach of any of
the terms and conditions or covenants associated with any credit arrangement or bank loan which could
materially affect our financial position and results or business operations, or the investments by our
Shareholders.
Save as aforesaid and as disclosed in the Liquidity and Capital Resources section of this Offer
Document, our Group does not have any material unused sources of liquidity.
44
DIVIDEND POLICY
Our Company has not distributed any dividends from incorporation up to the Latest Practicable Date.
Our subsidiaries, MS Cranes and MS Services had declared the following dividends during the Periods
Under Review:
Subsidiary
MS Cranes
MS Services
Type of Dividend
(One-tier taxexempt)
Amount
Final dividend
Declared
In respect of
During
$1.0 million
FY2011
FY2012
Final dividend
$1.0 million
FY2012
FY2013
Final dividend
$0.5 million
FY2012
FY2012
Final dividend
$0.2 million
FY2013
FY2013
Save as aforementioned, no dividends have been declared or paid by our Company or our subsidiaries
during the Periods Under Review.
No inference should or can be made from any of the foregoing statements as to our actual future
profitability or ability to pay dividends. The form, frequency and amount of future dividends on our Shares
will depend on our earnings, financial position, results of operations, cash flow, capital needs, the terms
of our borrowing arrangements (if any), plans for expansion and other factors which our Directors may
deem appropriate (the Dividend Factors).
Subject to our Articles of Association and in accordance with the Companies Act, our Company may
declare a final dividend subject to the approval of our Shareholders in a general meeting but no dividend
or distribution shall be declared in excess of the amount recommended by our Directors. Subject to our
Articles of Association and in accordance with the Companies Act, our Directors may also from time to
time declare an interim dividend without the approval of our Shareholders. Our Company must pay all
dividends out of our profits. For information relating to taxes payable on dividends, please refer to the
Taxation section in Appendix E of this Offer Document.
All dividends are paid pro-rata among the Shareholders in proportion to the amount paid up on each
Shareholders Shares. Notwithstanding the foregoing, the payment by our Company to CDP of any
dividend payable to a Shareholder whose name is entered in the Depository Register shall, to the extent
of payment made to CDP, discharge our Company from any liability to that Shareholder in respect of that
payment.
The amount of dividends declared and paid by us should not be taken as an indication of the dividends
payable in the future. No inference shall or can be made from any of the foregoing statements as to our
actual future profitability or ability to pay dividends in any of the periods discussed. There can be no
assurance that dividends will be paid in the future or of the amount or timing of any dividends that will be
paid in the future. The form, frequency and amount of future dividends will depend on the Dividend
Factors.
45
SUMMARY OF OUR FINANCIAL INFORMATION

The following selected financial information of our Group should be read in conjunction with the full text of
this Offer Document, including the Independent Auditors Report and the Audited Combined Financial
Statements for the Financial Years ended 30 April 2012, 2013 and 2014 and the Independent Auditors
Report and the Unaudited Pro Forma Group Financial Information for the Financial Year ended 30 April
2014 as set out in Appendices A and B of this Offer Document.
Combined Statements of Comprehensive Income(1)
Audited
($000)
FY2012
FY2013
FY2014
Unaudited
Pro Forma
FY2014
Revenue
Cost of sales
14,006
(7,774)
16,675
(8,876)
16,980
(9,984)
16,980
(10,260)
6,232
7,799
6,996
6,720
278
(86)
(2,458)
(650)
885
(93)
(2,178)
(554)
(26)
1,185
(87)
(3,534)
(756)
(26)
2,002
(87)
(3,583)
(921)
(26)
3,316
5,833
3,778
4,105
Gross profit
Other income
Distribution expenses
General and administrative expenses
Finance costs
Share of results of an associate
Profit before tax
Income tax expenses
(663)
Profit after tax(2)
Pre-Placement EPS (cents)(3)

Post-Placement EPS (cents)(4)
(925)
(558)
(558)
2,653
4,908
3,220
3,547
3.2
2.6
6.0
4.8
3.9
3.2
4.3
3.5
Notes:
(1)
Our combined statements of comprehensive income for the Periods Under Review have been prepared on the basis that
our Group had been in existence throughout the Periods Under Review.
(2)
Had the Service Agreements been in place with effect from 1 May 2013, the PAT for the year for FY2014 would have been
$2.9 million, and the pre-Placement EPS and post-Placement EPS would have been 3.6 cents and 2.9 cents respectively.
(3)
For comparative purposes, the pre-Placement EPS for the Periods Under Review have been computed based on the PAT
and our pre-Placement share capital of 82,000,000 Shares.
(4)
For comparative purposes, the post-Placement EPS for the Periods Under Review have been computed based on the PAT
and our post-Placement share capital of 102,000,000 Shares.
46

Combined Balance Sheet(1)
Audited
As at
30 April 2014
Unaudited
Pro Forma
As at
30 April 2014
ASSETS
Non-curent assets:
Property, plant and equipment
Investment in an associate
50,681
450
57,818
450
Total non-current assets
51,131
58,268
5,169
168
3,062
5,266
4,969
168
1,245
Total current assets
13,665
6,382
TOTAL ASSETS
64,796
64,650
1,216
780
6,248
4,388
2,171
628
1,216
780
5,335
2,171
628
Total current liabilities
15,431
10,130
Non-current liabilities:
Obligations under finance leases
Bank borrowings
Deferred tax liabilities
Provision for reinstatement cost
14,960
11,315
1,462
700
19,788
11,315
1,462
700
Total non-current liabilities
28,437
33,265
Total liabilities
43,868
43,395
NET ASSETS
20,928
21,255
SHAREHOLDERS EQUITY
Share capital
Merger reserve
Retained earnings
1,200
19,728
20,928
(19,728)
20,055
Total equity
20,928
21,255
TOTAL EQUITY AND LIABILITIES
64,796
64,650
25.5
25.9
($000)
Current assets:
Trade and other receivables
Prepaid operating expenses
Cash and bank balances
Investment properties classified as held-for-sale
LIABILITIES
Current liabilities:
Trade and other payables
Accrued operating expenses
Due to directors
Bank borrowings
Provision for taxation
NTA per Share (cents)(2)
Notes:
(1)
Our combined balance sheet as at 30 April 2014 has been prepared on the basis that our Group has been in existence on
this date.
(2)
The NTA per Share as at 30 April 2014 has been computed based on our pre-Placement share capital of 82,000,000
Shares.
47

Basis of preparation of the Independent Auditors Report and the Unaudited Pro Forma Group
Financial Information for the Financial Year ended 30 April 2014 (the Unaudited Pro Forma
Financial Information)
The Unaudited Pro Forma Financial Information of the Group for FY2014 is arrived at based on the
assumption that the significant events set out below have taken place on 1 May 2013 for the unaudited
pro forma combined statement of comprehensive income of the Group and on 30 April 2014 for the
unaudited pro forma combined balance sheet of the Group:
(i)
the incorporation of our Company and acquisition of our subsidiaries as set out in the
Restructuring Exercise section of this Offer Document;
(ii)
the disposal of the Robinson Square Property and the Thomson Ridge Shophouse for an
aggregate consideration of $7.9 million (before adjusting for the unpaid purchase price owing to the
developer for the uncompleted Robinson Square Property amounting to $1.8 million) to YSL and
NY respectively, being investment holding companies wholly owned by Ng Chui Hwa and Yap Sian
Lay in equal proportions, with a gain on disposal amounting to $0.8 million. The sale consideration
(based on the market valuation of these properties) will be settled in full by way of setting-off
certain amounts owing to directors by our Group, with a net cash outlay of approximately $0.2
million paid for the shortfall between the sale consideration and the amount owing by our Group;
and
(iii)
the acquisition by our Group of two new mobile cranes with an aggregate cost of $7.4 million,
partially financed by finance leases of $6.7 million and with a cash outlay of $0.5 million after
deducting the above finance leases and deposit paid in FY2014 of $0.2 million.
48
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

AND FINANCIAL POSITION
The following discussion of our results of operations and financial condition has been prepared by our
management and should be read in conjunction with the Independent Auditors Report and the Audited
Combined Financial Statements for the Financial Years ended 30 April 2012, 2013 and 2014 and the
Independent Auditors Report and the Unaudited Pro Forma Group Financial Information for the
Financial Year ended 30 April 2014 as set out in Appendices A and B of this Offer Document. This
discussion contains forward-looking statements that involve risks and uncertainties. Our actual results
may differ significantly from those projected in the forward-looking statements. Factors that might cause
future results to differ significantly from those projected in the forward-looking statements include, but are
not limited to, those discussed below and elsewhere in this Offer Document, particularly in the Risk
Factors section of this Offer Document. Under no circumstances should the inclusion of such forwardlooking statements herein be regarded as a representation, warranty or prediction with respect to the
accuracy of the underlying assumptions by our Company, the Sponsor and Issue Manager, the
Placement Agent or any other person. Investors are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof. Please refer to the Cautionary Note
Regarding Forward-Looking Statements section of this Offer Document for further details.
Except as otherwise indicated, the following discussion is based on our audited combined financial
statements.
OVERVIEW
We are one of the leading crane rental companies in Singapore. We own a fleet of modern cranes which
can be deployed in a wide range of lifting operations. As at the Latest Practicable Date, we have a fleet of
25 mobile cranes with lifting capacities ranging from 25 tonnes to 750 tonnes and a fleet of 5 lorry cranes
with lifting capacities ranging from 10 tonnes to 75 tonnes. From time to time, we may also rent mobile
cranes from other suppliers to meet the requirements of our customers. We derive our revenue from the
rental of cranes to our customers in Singapore. We have a wide customer base of over 350 customers,
mainly from the construction, marine, logistics, oil and gas as well as infrastructure industries.
Please refer to the Business Overview section of this Offer Document for further details.
Revenue
We typically rent our cranes to customers on a daily or short term basis. Certain customers who require
cranes for their project purposes and port operations may enter into long term rental agreements from a
week up to two years. Revenue is recognised to the extent that it is probable that economic benefits will
flow to our Group and revenue can be reliably measured. Revenue is measured at the fair value of
consideration received or receivable, taking into account contractually defined terms of payment.
All our customers are located in Singapore and our revenue is denominated in $. Revenue excludes GST
and is arrived at after deduction of trade discounts. No revenue is recognised if there are significant
uncertainties regarding the recovery of the consideration due.
Our revenue is primarily affected by the following factors:
(a)
number and lifting capacity of the cranes in our fleet;
(b)
the rental rates of our cranes;
(c)
our ability to retain customers and secure new customers; and
(d)
our ability to source for additional cranes from other suppliers to meet market demand.
49

The above factors are in turn affected by any or a combination of the following factors:
(a)
The performance of the construction, marine, logistics, oil and gas as well as infrastructure
industries
Our customers are mainly from the construction, marine, logistics, oil and gas as well as
infrastructure industries. Accordingly, the demand for our cranes is dependent on the level of
activities in these industries. Some of these industries such as construction, marine as well as oil
and gas industries are highly cyclical in nature. A decline in the activities in these industries due to
factors such as changes in government regulations and general economic slowdown would
adversely impact the demand for our cranes and our revenue.
(b)
Ability to secure suitable cranes from other suppliers

From time to time, we may lease cranes from other suppliers on a short term basis to meet a
temporary increase in demand for cranes from our customers. The availability of suitable cranes
from other suppliers to meet our customers requirements depends on the supply and demand
conditions of cranes for various other industries. In the event that we are not able to secure suitable
cranes from other suppliers, our revenue will be affected.
(c)
Ability to compete against other suppliers of cranes

The crane rental business in Singapore is highly competitive. The key competitive factors include
rental rates, age of the cranes, track record and experience of the crane operators. Our competitors
may have a wider selection and a larger fleet of cranes as well as greater financial and marketing
resources compared to our Group. We may face price cutting pressures from our competitors in
their bid to maintain or expand their market share. New entrants may also enter the market
resulting in increased competition.
(d)
Ability to employ and retain experienced crane operators

Our crane rental includes providing customers with appropriately skilled and experienced crane
operators. In the event that we are not able to employ and retain experienced crane operators, the
utilisation of our fleet and our revenue will be adversely affected.
Please refer to the Risk Factors, Trend Information and Order Book sections of this Offer Document
for further information on the above factors and other factors that may affect our revenue.
Cost of sales
The main components of our cost of sales include (i) direct labour costs; (ii) depreciation charges; (iii)
maintenance costs; (iv) subcontractors costs; (v) fuel costs; and (vi) other direct overheads.
Cost of sales was approximately 55.5%, 53.2% and 58.8% of our revenue for FY2012, FY2013 and
FY2014 respectively. A breakdown of our cost of sales for the Periods Under Review is as follows:
$000
FY2012
%
$000
FY2013
%
FY2014
$000
%
Labour
Depreciation
Maintenance
Subcontractors
Fuel
Other direct overheads
2,848
1,180
1,164
1,086
843
653
36.6
15.2
15.0
14.0
10.8
8.4
3,584
1,256
902
1,551
728
855
40.4
14.1
10.2
17.5
8.2
9.6
4,095
1,371
936
1,903
737
942
41.0
13.7
9.4
19.1
7.4
9.4
Total
7,774
100.0
8,876
100.0
9,984
100.0
50

Labour costs accounted for 36.6%, 40.4% and 41.0% of our cost of sales for FY2012, FY2013 and
FY2014 respectively. Labour costs comprise salaries, bonuses and CPF contributions for our operations
staff (comprising crane operators, supervisors, riggers and signallers).
Depreciation charges for our plant and equipment accounted for 15.2%, 14.1% and 13.7% of our cost of
sales for FY2012, FY2013 and FY2014 respectively. These plant and equipment relate to our cranes and
hauling equipment such as prime movers and trailers (mainly for transporting the accessories of the
mobile cranes such as jibs, counterweights, sheaves and hooks).
Maintenance costs include purchases of spare parts, tyres and accessories for our cranes and accounted
for 15.0%, 10.2% and 9.4% of our cost of sales for FY2012, FY2013 and FY2014 respectively.
Subcontractors costs accounted for 14.0%, 17.5% and 19.1% of our cost of sales for FY2012, FY2013
and FY2014 respectively. Subcontractors costs relate to leasing of mobile cranes from other suppliers to
meet the requirements of our customers.
Fuel costs accounted for 10.8%, 8.2% and 7.4% of our cost of sales for FY2012, FY2013 and FY2014
respectively. Fuel costs relate to the purchase of diesel and petrol for our cranes and prime movers.
Other direct overheads comprise mainly road tax, insurance premiums and warehousing costs for our
cranes and hauling equipment and accounted for 8.4%, 9.6% and 9.4% of our cost of sales for FY2012,
FY2013 and FY2014 respectively.
The major factors that affect our cost of sales include:
(a)
the wages of our crane operators and changes in government regulations relating to foreign
workers levy and statutory contributions;
(b)
the amount of our investments in cranes and hauling equipment;
(c)
the age of our cranes as newer cranes generally require lower maintenance;
(d)
the cost of fuel; and
(e)
our ability to secure competitive rental rates from other suppliers of cranes.
Please refer to the Risk Factors, Trend Information and Order Book sections of this Offer Document
for further information on the above factors and other factors that may affect our cost of sales.
Other income
Other income comprises mainly gain on disposal of plant and equipment (cranes and hauling equipment),
rental income from leasing part of our existing premises and investment properties to unrelated third
parties and compensation we received in relation to our claims for the repair of damaged cranes.
Distribution expenses mainly relate to the entertainment and sponsorship expenses as well as costs of
advertising in the various media. Our distribution expenses are not significant and were less than $0.1
million for the Periods Under Review.
General and administrative expenses comprise mainly staff-related expenses (including directors
remuneration and fees, staff salaries and bonuses, as well as CPF contributions), depreciation charges,
legal and professional fees, property taxes, land rent and subletting fees and other miscellaneous
administrative expenses. General and administrative expenses were approximately 17.5%, 13.1% and
20.8% of our revenue for FY2012, FY2013 and FY2014 respectively.
51

The largest component of our general and administrative expenses is staff-related expenses which
accounted for approximately 67.0%, 54.0% and 49.8% of our total general and administrative expenses
for FY2012, FY2013 and FY2014 respectively.
Finance costs
Finance costs relate to interest expenses on term loans for the purchase of our factory building cum
ancillary office at the Pandan Road Property and our investment properties as well as interest expenses
on obligations under finance leases for the acquisition of cranes, prime movers and trailers. Finance costs
were approximately 4.6%, 3.3% and 4.5% of our revenue for FY2012, FY2013 and FY2014 respectively.
Interest expenses on obligations under finance leases accounted for approximately 83.4%, 87.6% and
73.8% of our finance costs for FY2012, FY2013 and FY2014 respectively. Interest expenses on term
loans accounted for approximately 16.6%, 12.4% and 26.2% of our finance costs for FY2012, FY2013
and FY2014 respectively.
Share of results of an associate is in relation to our 40.0% interest in GMS JV, which is in the business of
supply and provision of cranes and related services. This associate was incorporated in FY2013.
Income tax expense
Our Company and our subsidiaries are subject to income tax at the applicable statutory tax rate in
Singapore of 17.0% during the Periods Under Review.
A breakdown of our income tax expense and overall effective income tax rates for the Periods Under
Review are as follows:
Income tax expenses ($000)

Profit before tax ($000)
Effective tax rate
FY2012
FY2013
FY2014
663
3,316
20.0%
925
5,833
15.9%
558
3,778
14.8%
Our effective tax rate for FY2012 was higher than the statutory tax rate of 17.0% due to the recognition of
under provision of deferred tax liabilities in respect of previous years amounting to $0.2 million on taxable
temporary differences (mainly relates to differences in depreciation for tax purposes).
Our effective tax rate for FY2013 and FY2014 was lower than the statutory tax rate of 17.0% due to the
various tax incentives enjoyed by our Group (such as Corporate Income Tax Rebate, Partial Tax
Allowance and Productivity and Innovation Credit).
SEASONALITY
Generally, our business is not subject to any significant seasonal fluctuations. Nevertheless, our revenue
is subject to the cyclicality of our customers businesses. Historically, business activities have generally
been relatively lower during the end of the calendar year due mainly to the festive holidays such as
Christmas.
INFLATION
For the Periods Under Review, inflation did not have a material impact on our performance.
52

REVIEW OF RESULTS OF OPERATIONS
FY2013 vs FY2012
Revenue
Revenue increased by approximately 19.1% or $2.7 million from $14.0 million in FY2012 to $16.7 million
in FY2013 due mainly to the following:
(i)
an increase in demand for our cranes which was fulfilled through an increase in the deployment of
our mobile cranes and rental of cranes from other suppliers;
(ii)
an increase in the average rental rates for the 50-tonne cranes, 250-tonne cranes and 350-tonne
cranes partially offset by the decrease in rental rates for 110-tonne cranes and 150-tonne cranes;
and
(iii)
an increase in revenue from mobile cranes which were deployed at the Penjuru Lighter Terminal
mainly for the loading and unloading of cargoes of our customers. Our revenue for such lifting
services was lower in FY2012 as we had to suspend operations at the terminal for a period of
about six months after the occurrence of an accident in November 2011. Please refer to the
Quality Assurance Safety Policy section of this Offer Document for more information.
Cost of sales and gross profit

Cost of sales increased by 14.2% or $1.1 million from $7.8 million in FY2012 to $8.9 million in FY2013
due mainly to an increase in labour costs, depreciation charges, subcontractors costs and other direct
overheads partially offset by a decrease in maintenance costs and fuel costs.
Labour costs increased by $0.7 million due mainly to the hiring of additional operations staff and increase
in compensation for overtime to our operations staff to support the increase in business activities.
Depreciation charges increased by $0.1 million due to the addition of new mobile cranes of higher lifting
capacities, trailers and prime movers in line with our fleet renewal strategy. These larger mobile cranes
generally have higher values and consequently higher depreciation charges compared to cranes with
lower lifting capacities. Subcontractors costs increased by $0.5 million as we rented more third party
cranes to fulfil the increase in customers demand. Other direct overheads increased by $0.2 million due
mainly to the rental of premises to accommodate our fleet of cranes and hauling equipment. Our
maintenance costs in FY2012 were $0.3 million higher compared to FY2013 as we incurred higher costs
in repairing the telescopic booms of cranes that were damaged during operations. Fuel costs decreased
by $0.1 million as we were able to secure more competitive fuel prices from our suppliers in FY2013.
Our gross profit margin increased from 44.5% in FY2012 to 46.8% in FY2013 due mainly to the decrease
in maintenance costs, the decrease in fuel prices and more efficient utilisation of fixed overheads.
Consequently, our gross profit increased by 25.1% or $1.6 million from $6.2 million in FY2012 to $7.8
million in FY2013.
Other income
Other income increased by 218.3% or $0.6 million from $0.3 million in FY2012 to $0.9 million in FY2013
due mainly to the gain on disposal of eight cranes towards the end of FY2013 amounting to $0.5 million
and an increase in rental income of $0.1 million.
Our distribution expenses were not significant and were less than $0.1 million for both FY2012 and
FY2013.
53

General and administrative expenses decreased by 11.4% or $0.3 million from $2.5 million in FY2012 to
$2.2 million in FY2013 due mainly to a decrease in staff-related expenses (mainly as a result of a
decrease in directors fee and remuneration) of $0.5 million and a decrease in property taxes of $0.1
million, partially offset by an increase in other miscellaneous administrative expenses of $0.3 million.
Finance costs
Finance costs decreased by 14.8% or $0.1 million in FY2013 due to the decrease in outstanding
obligations under finance leases and bank borrowings as a result of the progressive repayments during
the year.
We have a 40.0% interest in an associated company which was incorporated in FY2013. Our share of
loss of associate was approximately $26,000 in FY2013.
Profit after tax
Our profit after tax increased by 85.0% or $2.2 million from $2.7 million in FY2012 to $4.9 million in
FY2013 due mainly to the improvement in gross profit margin, an increase in other income and a
decrease in general and administrative expenses.
FY2014 vs FY2013
Revenue
Revenue increased by approximately 1.8% or $0.3 million from $16.7 million in FY2013 to $17.0 million in
FY2014 due mainly to the adjustments we made to the mix of mobile cranes in our fleet since FY2013
which was achieved through a series of acquisition and disposal of mobile cranes mainly towards the end
of FY2013.
We increased the number of mobile cranes with higher lifting capacities (which command higher rental
rates) and reduced the number of mobile cranes with lower lifting capacities in response to customers
demand for higher tonnage cranes. In particular, we acquired two 110-tonne cranes, one 160-tonne
crane, one 200-tonne crane and one 250-tonne crane towards the end of FY2013 and acquired one 750tonne crane in FY2014. Further, we disposed of eight mobile cranes which were mainly older or of
smaller lifting capacities in FY2013. This adjustment to our mix of mobile cranes enabled us to continue to
meet the requirements of our customers and ensure optimal utilisation of our mobile cranes (save for
during scheduled repair and maintenance). The acquisition of the 750-tonne crane (one of the few cranes
of such lifting capacities available in Singapore) was mainly to cater to the heavier lifting requirements of
customers in the infrastructure industry.
Cost of sales and gross profit
Cost of sales increased by 12.5% or $1.1 million from $8.9 million in FY2013 to $10.0 million in FY2014
due mainly to an increase in labour costs, depreciation charges and subcontractors costs.
Labour costs increased by $0.5 million due mainly to the hiring of additional operations staff, an increase
in compensation for overtime for our operations staff to support the increase in operating activities and
salary increment as part of our strategy for staff retention and market competitiveness.
Depreciation charges increased by $0.1 million due to the acquisition of new mobile cranes, trailers and
prime movers under our fleet renewal strategy. Subcontractors costs increased by $0.4 million in line with
the increase in utilisation of third party mobile cranes to fulfil our customers demand.
Our gross profit margin decreased from 46.8% in FY2013 to 41.2% in FY2014 as we were not able to
pass all the increase in costs to our customers. Consequently, our gross profit decreased by 10.3% or
$0.8 million from $7.8 million in FY2013 to $7.0 million in FY2014.
54

Other income
Other income increased by 33.9% or $0.3 million from $0.9 million in FY2013 to $1.2 million in FY2014.
Other income was higher in FY2014 mainly due to a sum of $0.4 million we received during the year
being the balance amount of our claims against a third party for damages relating to a mobile crane
which was damaged at a jobsite in 2010. The remaining of other income for FY2014 comprised rental
income of $0.3 million, foreign exchange gain of $0.1 million, service support fees of $0.1 million,
insurance claims received of $0.1 million, compensation from customers and suppliers of $0.1 million and
government incentives received of $0.1 million.
Please refer to the Quality Assurance Safety Policy section of this Offer Document for further
information on the incident resulting in our Group being awarded compensation for damages relating to a
mobile crane which was damaged at a jobsite.
Our distribution expenses were not significant and were less than $0.1 million for both FY2013 and
FY2014.
General and administrative expenses increased by $1.3 million from $2.2 million in FY2013 to $3.5 million
in FY2014 mainly due to an increase in depreciation charges of $0.4 million (mainly attributable to the
acquisition of the Pandan Road Property to cater to our business expansion), staff-related expenses of
$0.6 million (mainly due to the increase in headcount to cater for our expansion plan and higher bonus
payout), additional land rent and subletting fees of $0.3 million paid in relation to the Pandan Road
Property.
Finance costs
Finance costs increased by $0.2 million due to an increase in bank borrowings and obligations under
finance leases as a result of the acquisition of the Pandan Road Property and new mobile cranes as well
as trailers and prime movers through bank loan and hire purchase arrangements.
Our share of loss of an associate was approximately $26,000 for each of FY2013 and FY2014.
Profit after tax
Our profit after tax decreased by 34.4% or $1.7 million from $4.9 million in FY2013 to $3.2 million in
FY2014 due mainly to the decrease in gross profit margin and an increase in operating expenses.
Reconciliation of audited and unaudited pro forma statements of comprehensive income for
FY2014
In FY2014, our Group recorded a profit after tax of $3.2 million, while based on the unaudited pro forma
statements of comprehensive income, our Group recorded a pro forma profit after tax of $3.5 million. The
increase in profit after tax is due mainly to:
(i)
an increase in other income by $0.8 million due to a gain on our disposal of the Robinson Square
Property and the Thomson Ridge Shophouse;
(ii)
partially offset by an increase in cost of sales of $0.3 million due to depreciation expense incurred
in connection with our Groups acquisition of two new mobile cranes; and
(iii)
an increase in finance costs by $0.2 million due to the finance leases taken up to finance the
acquisition of the two new mobile cranes.
55

REVIEW OF FINANCIAL POSITION
Current assets
Our current assets comprise trade and other receivables, prepaid operating expenses, cash and bank
balances and investment properties held-for-sale.
As at 30 April 2014, our current assets amounted to $13.7 million or 21.1% of our total assets of $64.8
million, comprising trade and other receivables of $5.1 million, prepaid operating expenses of $0.2 million,
cash and bank balances of $3.1 million and investment properties held-for-sale (the Robinson Square
Property which is under construction and the Thomson Ridge Shophouse) of $5.3 million.
On 15 September 2014, we entered into agreements with YSL and NY for the sale of the Robinson
Square Property and the Thomson Ridge Shophouse respectively. YSL and NY are both owned by our
Executive Chairman, Ng Chui Hwa (50.0%) and our Controlling Shareholder and Executive Officer, Yap
Sian Lay (50.0%). The aggregate consideration for the disposals was $7.9 million (before adjusting for the
unpaid purchase price owing to the developer for the uncompleted Robinson Square Property amounting
to $1.8 million) based on the market valuation of these properties. The aggregate amount payable by YSL
and NY for the acquisition of these properties by YSL and NY will be satisfied by setting off certain
amounts owing to directors on completion of the disposal which will take place five business days after
the listing of our Company on Catalist. Please refer to the Interested Person Transactions section of this
Offer Document and the Independent Auditors Report and the Unaudited Pro Forma Group Financial
Information for the Financial Year ended 30 April 2014 for further information on the sale of these
investment properties.
Non-current assets
Our non-current assets comprise property, plant and equipment and investment in an associate.
As at 30 April 2014, our non-current assets amounted to $51.1 million or 78.9% of our total assets of
$64.8 million, comprising property, plant and equipment of $50.7 million and investment in an associate of
$0.4 million.
As at 30 April 2014, our property, plant and equipment comprised leasehold land and building (Gul Drive
Property and Pandan Road Property) of $18.4 million, furniture and fittings and office equipment of $0.2
million, cranes and motor vehicles of $31.7 million, plant and machinery of $0.3 million and renovation of
$0.1 million.
Current liabilities
Our current liabilities comprise trade and other payables, accrued operating expenses, amounts due to
directors, obligations under finance leases, bank borrowings and provision for taxation. Finance leases
arise from the utilisation of hire purchase arrangements mainly to fund the acquisition of mobile cranes as
well as prime movers and trailers. The bank borrowings were taken up to finance the acquisition of the
Pandan Road Property as well as our investment properties.
As at 30 April 2014, our current liabilities amounted to $15.4 million or 35.2% of our total liabilities of
$43.9 million, comprising trade and other payables of $1.2 million, accrued operating expenses of $0.8
million, amount due to directors of $6.2 million, obligations under finance leases of $4.4 million, bank
borrowings of $2.2 million and provision for taxation of $0.6 million.
Our non-current liabilities comprise obligations under finance leases, bank borrowings, deferred tax
liabilities and provision for reinstatement cost.
As at 30 April 2014, our non-current liabilities amounted to $28.4 million or 64.8% of our total liabilities of
$43.9 million, comprising obligations under finance leases of $15.0 million, bank borrowings of $11.3
million, deferred tax liabilities of $1.4 million and provision for reinstatement cost of $0.7 million.
56

Shareholders equity
Our shareholders equity comprises share capital and retained earnings.
As at 30 April 2014, our shareholders equity amounted to $20.9 million, comprising share capital of $1.2
million and retained earnings of $19.7 million.
Reconciliation of audited and unaudited pro forma balance sheet as at 30 April 2014
Current assets
Based on the unaudited pro forma combined balance sheet as at 30 April 2014, our Groups current
assets amounted to $6.4 million, representing a net decrease of $7.3 million after taking into account a
$5.3 million decrease in investment properties held-for-sale, a $1.8 million decrease in cash and bank
balances and a $0.2 million decrease in trade and other receivables.
Investment properties held-for-sale decreased by $5.3 million as a result of our disposal of the Robinson
Square Property and the Thomson Ridge Shophouse, while the decrease in trade and other receivables
related to the cash deposit of $0.2 million which had been paid for the acquisition of the new mobile
cranes.
Cash and bank balances decreased due mainly to the repayment of obligations under finance leases of
$0.9 million, cash outlays of $0.5 million for the acquisition of new mobile cranes, interest payment of
$0.2 million and $0.2 million for the shortfall between the aggregate consideration for our disposal of the
Robinson Square Property and the Thomson Ridge Shophouse and outstanding amounts due to
directors.
Non-current assets
Based on the unaudited pro forma combined balance sheet as at 30 April 2014, our Groups non-current
assets amounted to $58.3 million, after taking into account a $7.1 million increase in property, plant and
equipment (net of depreciation charges). This was due to our Groups acquisition of two new mobile
cranes.
Current liabilities
Based on the unaudited pro forma combined balance sheet as at 30 April 2014, our Groups current
liabilities amounted to $10.1 million, representing a net decrease of $5.3 million after taking into account
a $6.2 million decrease in amounts due to directors, partially offset by a $0.9 million increase in current
portion of obligations under finance leases to finance our Groups acquisition of new mobile cranes.
Amounts due to directors of $6.2 million were partially settled by netting off the consideration due to our
Group for our disposal of the Robinson Square Property and the Thomson Ridge Shophouse, with the
remaining amount settled by our Group in the form of cash.
Based on the unaudited pro forma combined balance sheet as at 30 April 2014, our Groups non-current
liabilities amounted to $33.3 million, after taking into account a $4.8 million increase in non-current
obligations under finance leases to finance our Groups acquisition of new mobile cranes.
Shareholders equity
Based on the unaudited pro forma combined balance sheet as at 30 April 2014, shareholders equity
amounted to $21.3 million, comprising share capital and merger reserve of $1.2 million and retained
earnings of $20.1 million.
57

LIQUIDITY AND CAPITAL RESOURCES
We financed our growth and operations through a combination of shareholders equity (including retained
profits), net cash generated from operating activities and bank borrowings. Our principal uses of cash
have been for working capital requirements and to partially fund our capital investment in property, plant
and equipment.
Based on the audited combined balance sheet as at 30 April 2014, we had cash and bank balances of
approximately $3.1 million. Our shareholders equity amounted to $20.9 million and our total borrowings
amounted to $32.8 million (comprising mainly term loans and hire purchase financing). The term loans
and hire purchase facilities bear effective interest ranging from 1.38% to 5.48% per annum and have
maturity profiles of between one and 25 years.
We had negative working capital of $1.8 million as at 30 April 2014 due mainly to significant investments
in property, plant and equipment which we had partially financed using our internal sources of funds. In
particular, in FY2014, we acquired a 750-tonne mobile crane for $7.8 million to meet the requirements of
customers in the infrastructure industry and the Pandan Road Property for $16.0 million to cater to our
business expansion. Total cash outlay for the acquisition of the 750-tonne mobile crane and the Pandan
Road Property was approximately $2.8 million (of the $3.6 million net cash used in purchase of property,
plant and equipment in FY2014) with the balance being financed by hire purchase arrangements and
bank loan.
Please refer to the Review of Financial Position section of this Offer Document for more information.
In assessing whether we have sufficient working capital, our Directors have considered the following:
(i)
we had generated strong operating cash flows in FY2012, FY2013 and FY2014 amounting to $5.3
million, $4.6 million and $5.4 million respectively;
(ii)
the outstanding obligations under finance leases and term loans were taken up mainly to finance
the acquisition of mobile cranes and leasehold properties for our business. We have not defaulted
on any of our financial obligations to any financial institutions and have not encountered any
liquidity issues that resulted in major disruptions to our operations;
(iii)
as at the Latest Practicable Date, we have cash and bank balances of approximately $1.7 million
and unutilised credit facilities of approximately $16.8 million, including available banking facilities of
$4.0 million for working capital purposes which have not been utilised; and
(iv)
our future plans as set out in the Prospects, Business Strategies and Future Plans section of this
Offer Document will be partially funded by the net proceeds from the Placement and the extent and
timing of the future plans can be managed based on the amount raised from the Placement.
Taking into account the factors above, our Directors are of the reasonable opinion that, after taking into
consideration the cash flows generated from operating activities, together with our existing cash and bank
balances and credit facilities from financial institutions, we have sufficient working capital available as at
the date of lodgement of this Offer Document to meet our present requirements and for at least 12
months after the listing of our Company on Catalist.
The Sponsor and Issue Manager is of the reasonable opinion that, after having made due and careful
enquiry and after taking into consideration the cash flows generated from operating activities, together
with our Groups cash and bank balances and credit facilities from financial institutions, the working
capital available to our Group as at the date of lodgement of this Offer Document is sufficient for its
present requirements and for at least 12 months after the listing of our Company on Catalist.
58

We set out below a summary of our combined statements of cash flows for the Periods Under Review.
The following cash flow summary should be read in conjunction with the full text of this Offer Document,
including the Independent Auditors Report and the Audited Combined Financial Statements for the
Financial Years ended 30 April 2012, 2013 and 2014 as set out in Appendix A of this Offer Document.
Audited
FY2012
Audited
FY2013
Audited
FY2014
5,296
(784)
(2,758)
4,573
(4,292)
(3,299)
5,430
(496)
(4,981)
Net increase/(decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of financial year
1,754
4,271
(3,018)
6,025
(47)
3,007
Cash and cash equivalents at end of financial year(1)
6,025
3,007
2,960
($000)
Net cash from operating activities
Net cash used in investing activities
Net cash used in financing activities
Note:
(1)
The cash and cash equivalents comprise cash and bank balances net of bank deposits pledged.
FY2012
We generated net cash from operating activities before changes in working capital of $5.4 million. Net
cash generated from working capital amounted to $0.7 million due mainly to a decrease in trade and
other receivables of $0.4 million and an increase in trade and other payables of $0.9 million, partially
offset by a decrease in accrued operating expenses of $0.6 million. We also paid interest expenses of
$0.7 million and income tax of $0.1 million.
Net cash used in investing activities amounted to $0.8 million due mainly to progressive payment of $0.8
million for the Robinson Square Property and deposit paid for the Thomson Ridge Shophouse amounting
to $0.2 million, partially offset by a fixed deposit of $0.2 million which had matured.
Net cash used in financing activities of $2.8 million was due mainly to the repayment of bank borrowings
of $0.7 million and finance leases of $2.1 million.
FY2013
cash used in working capital amounted to $1.9 million due mainly to increase in trade and other
receivables of $1.4 million in line with the increase in business activities and a decrease in accrued
operating expenses of $0.5 million. We also paid interest expenses of $0.5 million and income tax of $0.4
million.
Net cash used in investing activities amounted to $4.3 million. This was attributable to the payment of the
balance consideration of $2.6 million for the Thomson Ridge Shophouse, purchase of property, plant and
equipment of $2.5 million (mainly mobile cranes, trailers and prime movers and payment of deposit for the
Pandan Road Property) and investment in an associated company of $0.6 million, partially offset by
proceeds from disposal of mobile cranes of $1.4 million.
of $0.8 million and finance leases of $2.4 million and bank deposit pledged of $0.1 million (as security for
our operations at Penjuru Lighter Terminal).
59

FY2014
cash generated from working capital amounted to $0.6 million due mainly to a decrease in trade and
other receivables of $0.4 million and an increase in accrued operating expenses of $0.3 million, partially
offset by a decrease in trade and other payables of $0.1 million. We also paid interest expenses of $0.8
million and income tax of $1.0 million.
Net cash used in investing activities amounted to $0.5 million. This comprised $3.6 million for the
purchase of property, plant and equipment (mainly relating to the Pandan Road Property, the 750-tonne
crane, trailers and prime movers), partially offset by the proceeds from disposal of cranes towards the
end of FY2013 (but the proceeds of such disposal amounting to $3.1 million was only received in
FY2014).
of $1.2 million and finance leases of $3.8 million.
CAPITAL EXPENDITURES, DIVESTMENTS, COMMITMENTS AND CONTINGENT LIABILITIES
Capital Expenditures and Divestments
Capital expenditures and divestments made by us during the Periods Under Review and for the period
from 1 May 2014 to the Latest Practicable Date were as follows:
($000)
1 May 2014
to the
Latest
Practicable
Date
FY2012
FY2013
FY2014
Leasehold land and building

Furniture, fittings and office equipment
Cranes and motor vehicles
Plant and machinery
Renovation
4
222
44
8,667
25
10
16,360
171
8,358
271
124
11
8,308
40
Total expenditures
226
8,746
25,284
8,359

Furniture, fittings and office equipment
Plant and machinery
Renovation
3,847
32
Total divestments
3,847
32
Capital expenditures
Divestments
The above capital expenditures were funded by a combination of bank borrowings, hire purchase facilities
and internally generated funds.
60

Commitments
Capital Commitments
As at the Latest Practicable Date, our Group has the following capital commitments:
($000)
Capital commitments in respect of investment property(1)
Capital commitments in respect of property, plant and equipment(2)
1,817
194
Total
2,011
Notes:
(1)
This relates to unbilled progress payments of the Robinson Square Property. However, this property has been disposed of
and completion will take place five business days after the listing of our Company on Catalist. Please refer to the Interested
Person Transactions section of this Offer Document for more details of the sale.
(2)
This relates to purchase of a gantry crane.
Operating Lease Payment Commitments
As Lessee
As at the Latest Practicable Date, we have the following operating lease payment commitments:
($000)
Not later than one year
Later than one year and not later than five years
Later than five years
405
268
Total
673
Our operating lease commitments comprise rent payable by us for the leased properties as disclosed in
the Properties and Fixed Assets section of this Offer Document.
As Lessor
As at the Latest Practicable Date, we have the following operating lease payments receivable in respect
of non-cancellable operating leases:
($000)
Later than one year and not later than five years
Later than five years
509
575
Total
1,084
Our operating lease payments receivable relates to the properties we lease out as disclosed in the
Properties and Fixed Assets section of this Offer Document.
We intend to finance the above capital commitments and operating lease commitments by internally
generated funds, bank borrowings and hire purchase facilities.
61

Contingent Liabilities
As at the Latest Practicable Date, our Group had contingent liabilities amounting to $1.3 million in respect
of corporate guarantees given to secure banking facilities granted to GMS JV, in which we hold a 40.0%
shareholding interest. Our Directors are of the view that GMS JV is able to fulfil its obligations.
FOREIGN EXCHANGE MANAGEMENT
Accounting treatment of foreign currencies
The functional currency of companies in our Group is $ as it reflects the primary economic environment
in which the Group operates. Transactions in foreign currencies are measured and recorded in the
functional currency at exchange rates approximating those ruling at the transaction dates. Monetary
assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the
end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign
currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary
items measured at fair value in a foreign currency are translated using the exchange rates at the date
when the fair value was measured. Exchange differences arising on settlement of monetary items or on
translating monetary items at the end of the reporting period are recognised as profit or loss.
Foreign currency exposure
Our reporting currency is in $ as we derive all our revenue from customers in Singapore. In addition, all
our operating expenses are denominated in $.
Our foreign currency exposure arises from the purchases of new cranes, which were mainly denominated
in EUR during the Periods Under Review. For such purchases, we are typically required to place an initial
deposit of up to 10.0% of the purchase price with the balance of 90.0% due upon delivery of the crane.
The above purchases are hedged through entering into short term forward contracts for settlement of the
balance in the subsequent few months prior to delivery. Upon expiration of the forward contracts, they will
be funded through hire purchase arrangements denominated in $. If the purchases are not hedged, the
cranes will be purchased at spot rate through hire purchase arrangements denominated in $. The
purchases of other assets are denominated in $.
The percentage of our purchases of cranes and motor vehicles denominated in the different currencies
for the Periods Under Review were as follows:
(%)
FY2012
$
EUR
FY2013
FY2014
100.0
2.3
97.7
6.2
93.8
100.0
100.0
100.0
We currently do not have any formal policy for hedging against foreign exchange exposure. We may
employ hedging instruments to manage our foreign exchange exposure should the need arise. Prior to
implementing any formal hedging policies, we will seek the approval of our Board on the policy and put in
place adequate procedures which shall be reviewed and approved by our Audit Committee. Thereafter, all
hedging transactions entered into by our Group will be in accordance with the set policies and
procedures.
62

SIGNIFICANT ACCOUNTING POLICY CHANGES
The accounting policies have been consistently applied by our Group during the Periods Under Review. A
number of new standards, amendments to standards and interpretations to the Singapore Financial
Reporting Standards have been issued and are effective for annual periods beginning after 1 January
2014, and as such, have not been applied in preparing our financial statements. None of these are
expected to have a significant effect on the financial performance or position of our Group and our
Company.
63

SHARE CAPITAL
Our Company was incorporated in Singapore on 21 May 2014 under the Companies Act as a private
company limited by shares under the name of MS Holdings Private Limited. On 23 October 2014, our
Company was converted into a public company limited by shares and our name was changed to MS
Holdings Limited.
As at the date of incorporation, the issued and paid-up share capital of our Company was $1.00
comprising one Share held by Jovan Yap.
On 15 October 2014, our then sole Shareholder approved, inter alia, the following:
(a)
the allotment and issue of 20,927,999 Shares in the share capital of our Company pursuant to the
Restructuring Exercise;
(b)
subject to the completion of the allotment and issue of the 20,927,999 Shares pursuant to the
Restructuring Exercise, the sub-division of 20,928,000 Shares in the issued and paid-up capital of
our Company into 82,000,000 Shares;
(c)
the conversion of our Company into a public company limited by shares and the consequential
change of our name to MS Holdings Limited;
(d)
the adoption of a new set of Articles of Association;
(e)
the issue of the New Shares pursuant to the Placement, which when allotted, issued and fully paid,
will rank pari passu in all respects with the existing issued Shares;
(f)
the approval of the listing and quotation of all the issued Shares (including the Vendor Shares and
the New Shares to be allotted and issued pursuant to the Placement) on Catalist; and
(g)
the authorisation for our Directors, pursuant to Section 161 of the Companies Act and the Catalist
Rules to: (a)(i) issue (in addition to the New Shares) new Shares whether by way of rights, bonus
or otherwise; and/or (ii) make or grant offers, agreements or options (collectively Instruments)
that might or would require new Shares to be issued, including but not limited to the creation and
issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible
into new Shares, at any time and upon such terms and conditions and for such purposes and to
such persons as the Directors may in their absolute discretion deem fit; and (b) (notwithstanding
this authorisation conferred may have ceased to be in force) issue new Shares in pursuance of any
Instruments made or granted by the Directors while this authorisation was in force, provided that:
(1)
the aggregate number of new Shares (including new Shares to be issued in pursuance of
the Instruments, made or granted pursuant to this authorisation) and Instruments to be
issued pursuant to this authorisation shall not exceed 100.0% of the total number of issued
Shares (excluding treasury shares) in the capital of the Company (as calculated in
accordance with sub-paragraph (2) below), of which the aggregate number of new Shares to
be issued (including new Shares to be issued pursuant to the Instruments) other than on a
pro rata basis to existing Shareholders shall not exceed 50.0% of the total number of issued
Shares (excluding treasury shares) in the capital of the Company (as calculated in
accordance with sub-paragraph (2) below);
(2)
(subject to such calculation as may be prescribed by the SGX-ST) for the purpose of
determining the aggregate number of new Shares (including new Shares to be issued
pursuant to the Instruments) that may be issued under sub-paragraph (1) above, the
percentage of new Shares that may be issued shall be based on the post-Placement issued
share capital of our Company (excluding treasury shares), after adjusting for: (ai) new
Shares arising from the conversion or exercise of the Instruments or any convertible
securities; (bii) new Shares arising from exercising share options or vesting of share awards
outstanding and subsisting at the time of the passing of this authority; and (ciii) any
subsequent bonus issue, consolidation or subdivision of Shares;
64

(3)
in exercising such authority, our Company shall comply with the provisions of the Catalist
Rules for the time being in force (unless such compliance has been waived by the SGX-ST)
and the Articles of Association for the time being of our Company; and
(4)
unless revoked or varied by the Company in a general meeting, such authority shall continue
in force until (i) the conclusion of the next annual general meeting of the Company; or (ii) the
date by which the next annual general meeting of the Company is required by law to be held,
whichever is earlier.
As at the date of this Offer Document, our Company has only one class of shares, being ordinary shares.
The rights and privileges of our Shares are stated in our Articles of Association. There is no founder,
management or deferred shares. No person has been, or is entitled to be, given an option to subscribe
for or purchase any securities of our Company or our subsidiaries.
As at the Latest Practicable Date, the issued and paid-up share capital of our Company is $1.00
comprising one Share held by Jovan Yap.
As at the date of this Offer Document, the issued and paid-up share capital of our Company is
$20,928,000 comprising 82,000,000 Shares. Upon the allotment and issue of the New Shares which form
part of the Placement, the resultant issued and paid-up share capital of our Company will be $25,928,000
comprising 102,000,000 Shares, before taking into account the capitalisation of the expenses in relation
to the Placement.
Details of the changes in the issued and paid-up share capital of our Company since incorporation and
immediately after the Placement are as follows:
Total Number
of Shares
Issued and paid-up Shares as at our incorporation
Issued and Paid-up

Share Capital
($)
1
Issue of Shares pursuant to the Restructuring Exercise
20,927,999
20,927,999
Pre-Placement issued and paid-up share capital
20,928,000
20,928,000
Pre-Placement issued and paid-up share capital after Sub-Division

(as defined hereinafter)
82,000,000
20,928,000
Issue of New Shares pursuant to the Placement
20,000,000
5,000,000(1)
Post-Placement issued and paid-up share capital
102,000,000
25,928,000(2)
Notes:
(1)
Based on the gross proceeds of $5.0 million from the issue of the New Shares pursuant to the Placement.
(2)
Before taking into account the capitalisation of approximately $0.4 million, being a portion of the expenses in relation to the
Placement. After taking into account the capitalisation of approximately $0.4 million, being a portion of the expenses in
relation to the Placement, the post-Placement issued and paid-up share capital is $25,564,000.
65

The Shareholders equity of our Company as at the date of incorporation (being 21 May 2014), as
adjusted for the Restructuring Exercise and after the Placement is set out below:
As at the Date
of Incorporation
($)
After Adjusting for the

Restructuring Exercise
($)
After the
Placement
($)
Shareholders equity
Share capital
Accumulated profits
Merger reserve
20,928,000
19,728,000
(19,728,000)
25,564,000
19,036,000
(19,728,000)
Total Shareholders equity
20,928,000
24,872,000
RESTRUCTURING EXERCISE
We undertook the following Restructuring Exercise to streamline and rationalise our Group structure in
connection with the Placement:
(a)
Incorporation of our Company

Our Company was incorporated on 21 May 2014 under the Companies Act as a private company
limited by shares with an issued and paid-up share capital of $1.00 comprising one Share held by
Jovan Yap.
(b)
Acquisition of MS Cranes
Pursuant to a restructuring agreement dated 7 October 2014 (Restructuring Agreement)
entered into between our Company and the then shareholders of MS Cranes, namely Yap Sian Lay
(35.0%), Ng Chui Hwa (35.0%) and Jovan Yap (30.0%), our Company acquired the entire issued
and paid-up share capital of MS Cranes for a consideration of $17,094,998 which was determined
based on the NAV of MS Cranes as at 30 April 2014. The consideration was satisfied by the
allotment and issue of 17,094,998 new Shares (before the Sub-Division (as defined below))
credited as fully paid, by our Company to the following persons and in the proportions as directed
by the then shareholders of MS Cranes as follows:
Name
Number of Shares
issued in consideration
for the acquisition
of MS Cranes
Shareholding in
the issued and
paid-up share capital
of MS Cranes (%)
5,983,249
5,983,250
5,128,499
35.0
35.0
30.0
Yap Sian Lay

Ng Chui Hwa
Jovan Yap
(c)
Acquisition of MS Services
Pursuant to the Restructuring Agreement entered into between our Company and the then
shareholders of MS Services, namely Yap Sian Lay (60.0%) and Ivy Yap (40.0%), our Company
acquired the entire issued and paid-up share capital of MS Services for a consideration of
$3,833,000 which was determined based on the approximate NAV of MS Services as at 30 April
2014. The consideration was satisfied by the allotment and issue of 3,833,000 new Shares (before
the Sub-Division) credited as fully paid, by our Company to the following persons and in the
proportions as directed by the then shareholders of MS Services as follows:
Name
Number of Shares
for the acquisition
of MS Services
Shareholding in
the issued and
of MS Services (%)
2,299,800
1,533,200
60.0
40.0
Yap Sian Lay

Ivy Yap
66

(d)
Acquisition of MS Equipment
Pursuant to the Restructuring Agreement entered into between our Company and the then
shareholder of MS Equipment, namely Yap Sian Lay (100.0%), our Company acquired the entire
issued and paid-up share capital of MS Equipment for a consideration of $1.00 which was
determined based on the amount of the issued and paid-up share capital of MS Equipment as at
21 May 2014. The consideration was satisfied by the allotment and issue of one new Share (before
the Sub-Division) credited as fully paid, by our Company to the then shareholder of MS Equipment
as follows:
Name
Number of Shares
for the acquisition
of MS Equipment
Shareholding in
the issued and
of MS Equipment (%)
100.0
Yap Sian Lay
(e)
Sub-Division
On 15 October 2014, our then sole Shareholder approved the sub-division, subject to the
completion of the acquisition of MS Cranes, MS Services and MS Equipment, of 20,928,000
Shares in the capital of our Company into 82,000,000 Shares (the Sub-Division).
Following the completion of the Sub-Division, the shareholders of our Company were as follows:
Name
Number of Shares
Shareholding (%)
Yap Sian Lay

Ng Chui Hwa
Jovan Yap
Ivy Yap
32,455,000
23,444,000
20,094,000
6,007,000
39.6
28.6
24.5
7.3
Total
82,000,000
100.0
67

GROUP STRUCTURE
Our Group structure as at the date of this Offer Document is as follows:
Company
100%
100%
MS Cranes
100%
MS Services
MS Equipment
40%
(1)
GMS JV
Note:
(1)
The shareholders of GMS JV are our subsidiary, MS Cranes, and a third party, GKE Corporation Limited, holding 40.0%
and 60.0% of its total issued share capital respectively. GKE Corporation Limited is a public company listed on Catalist and
is principally engaged in the provision of logistics services. None of the directors and controlling shareholders of GKE
Corporation Limited is related to any of our Directors or our Controlling Shareholders.
OUR SUBSIDIARIES
The details of our subsidiaries as at the date of this Offer Document are as follows:
Issued and
Paid-up
Share Capital
Equity
Interest
Held by Our
Company
Date and Place

of Incorporation
Principal Place
of Business
MS Cranes
5 June 1987,
Singapore
Singapore
Supply and provision of

cranes
and
related
services
$1,000,000
100.0%
MS Services
25 July 2007,
Singapore
Singapore

cranes
and
related
services
$200,000
100.0%
MS Equipment
21 May 2014,
Singapore
Singapore
Trading of mobile cranes
$1
100.0%
Name
Principal Activity
None of our subsidiaries is listed on any stock exchange.

Our subsidiary, MS Services, has changed its financial year end from 31 December to 30 April for its
financial year ended 2014. This is to align MS Services financial year end with that of MS Cranes, which
is our subsidiary with a larger scale of operations in terms of revenue and profit contribution. In this
regard, the Independent Auditors Report and the Audited Combined Financial Statements for the
Financial Years ended 30 April 2012, 2013 and 2014 as set out in Appendix A of this Offer Document
have been prepared on the basis that the financial years of MS Services had ended on 30 April 2012,
2013 and 2014 respectively.
68

OUR ASSOCIATED COMPANY
The details of our associated company, as at the date of this Offer Document, are as follows:
Name
GMS JV(1)
Date and Place

of Incorporation
Principal Place
of Business
6 February 2013,
Singapore
Singapore
Principal Activity
cranes
and
related
services
Issued and
Paid-up
Share Capital
Equity
Interest
Held by
Our Group
$1,500,000
40.0%
Note:
(1)
Please refer to Note (1) under the Group Structure section of this Offer Document for further details.
SHAREHOLDERS
Our Shareholders and their respective shareholdings immediately before and after the Placement are set
out below:
Before the Placement
Direct Interest
Number of
Shares
Deemed Interest
Number of
Shares
After the Placement

Direct Interest
Number of
Shares
Deemed Interest
Number of
Shares
Directors
Ng Chui Hwa(1)(2)
Jovan Yap(1)
Ivy Yap(1)
Goh Boon Chye
Lim Kee Way Irwin
Lau Yan Wai
23,444,000
20,094,000
6,007,000
28.6
24.5
7.3
32,455,000
39.6
23,444,000
13,094,000
6,007,000
23.0
12.8
5.9
32,455,000
31.8
Substantial
Shareholder
Yap Sian Lay(1)(2)
32,455,000
39.6
32,455,000
31.8
27,000,000
26.5
82,000,000
100.0
102,000,000
100.0
Public
Total
Notes:
(1)
Our Executive Chairman, Ng Chui Hwa, is the spouse of our Controlling Shareholder and Executive Officer, Yap Sian Lay.
Our Executive Directors, Jovan Yap and Ivy Yap, are children of Ng Chui Hwa and Yap Sian Lay.
(2)
Our Executive Chairman, Ng Chui Hwa, is deemed to be interested in the Shares held by her spouse, Yap Sian Lay.
Save as disclosed above and in the Directors, Executive Officers and Staff section of this Offer
Document, there are no other relationships among our Directors and Substantial Shareholder.
The Shares held by our Directors and Substantial Shareholder do not carry different voting rights from the
New Shares which form part of the Placement.
Save as disclosed above, our Company is not directly or indirectly owned or controlled, whether severally
or jointly, by any corporation, person or government.
69

There is no known arrangement, the operation of which may, at a subsequent date, result in a change in
the control of our Company.
There has not been any public take-over offer by a third party in respect of our Shares or by our
Company in respect of shares of another corporation or units of a business trust which has occurred
between 1 May 2013 and the Latest Practicable Date.
Significant Changes in the Percentage of Ownership
Save as disclosed under the Share Capital, Restructuring Exercise and Dilution sections of this Offer
Document, there were no significant changes in the percentage of ownership of the Shares in our
Company from the incorporation of our Company until the Latest Practicable Date.
VENDOR
The name of the Vendor and the number of the Vendor Shares which the Vendor will offer pursuant to the
Placement are set out below:
Shares held immediately
before the Placement
Jovan Yap(1)
Number of
Shares
% of prePlacement
share
capital
20,094,000
24.5
Vendor Shares offered pursuant

to the Placement
Shares held immediately

after the Placement
Number of
Shares
% of prePlacement
share
capital
% of postPlacement
share
capital
Number of
Shares
% of postPlacement
share
capital
7,000,000
8.5
6.9
13,094,000
12.8
Note:
(1)
Jovan Yap is our Executive Director and CEO and is the son of our Executive Chairman, Ng Chui Hwa and our Executive
Officer, Yap Sian Lay who are our Controlling Shareholders.
MORATORIUM
Our Substantial Shareholders, namely Yap Sian Lay, Ng Chui Hwa, Jovan Yap and Ivy Yap, who hold an
aggregate of 75,000,000 Shares (representing 73.5% of our Companys issued share capital after the
Placement), have each undertaken not to, directly or indirectly, sell, contract to sell, offer, realise, transfer,
assign, pledge, grant any option to purchase, grant any security over, encumber or otherwise dispose of
or enter into any agreement that will directly or indirectly constitute or will be deemed as a disposal of,
any part of their respective shareholdings in the share capital of our Company immediately after the
Placement (adjusted for any bonus issue or sub-division of Shares) for a period of six months
commencing from the date of admission of our Company to Catalist, and for a period of six months
thereafter, not to, directly or indirectly, sell, contract to sell, offer, realise, transfer, assign, pledge, grant
any option to purchase, grant any security over, encumber or otherwise dispose of or enter into any
agreement that will directly or indirectly constitute or will be deemed as a disposal of, more than 50.0% of
their respective original shareholdings in our Company.
70
HISTORY
OUR HISTORY
The origins of our business could be traced back to the 1960s when the late Yap Lian Loke, the father of
Yap Sian Lay, founded Moh Seng and Company and started the business of renting mobile cranes to
customers for loading and unloading of cargoes along the Singapore River. In the initial years, Moh Seng
and Company operated its business with one to two mobile cranes. By 1970s, Moh Seng and Company
had grown its mobile crane fleet to around six mobile cranes. Our Controlling Shareholder and Executive
Officer, Yap Sian Lay, succeeded his father in the business of Moh Seng and Company around 1976 after
the latters demise. By 1980s, the business had expanded its fleet to around ten mobile cranes.
Our principal subsidiary, MS Cranes, was incorporated in June 1987 by Yap Sian Lay (our Controlling
Shareholder and Executive Officer) and his wife, Ng Chui Hwa (our Executive Chairman), to corporatise
the crane rental business of Moh Seng and Company, a partnership which was owned by them.
By 1987 when our subsidiary, MS Cranes, was incorporated, it was actively providing mobile crane rental
services to customers operating in the port industry. At the same time, with strong economic growth and
rapid development in Singapore, Yap Sian Lay and Ng Chui Hwa recognised the potential demand for
mobile cranes with larger lifting capacities to serve the construction industry. To capitalise on the growth
in demand from the construction industry, our Group started acquiring hydraulic mobile cranes of higher
lifting capacities of around 50 tonnes and expanded our services to the construction industry in the next
ten years.
In 1995, we acquired the Gul Drive Property with a land area of approximately 4,900 sqm to house our
growing fleet of mobile cranes with higher tonnages.
Around 1997, the construction industry in Singapore started to decline due to the Asian financial crisis. To
diversify our business, we began to explore other sectors for growth opportunities. Since then, we have
expanded our mobile crane rental services to include customers in the logistics and the oil and gas
industries. Customers in these industries generally require mobile cranes of higher lifting capacities. To
serve the requirements of these customers, we expanded our fleet to include mobile cranes with lifting
capacities of up to 180 tonnes.
In 2001, as part of the succession plan, the third generation of the Yap family, Jovan Yap, who is the son
of Yap Sian Lay and Ng Chui Hwa, joined our Group. He started his career in MS Cranes as a crane
attendant and progressed to assume various junior and subsequently senior positions within our Group.
In 2012, Jovan Yap was appointed as the managing director to oversee the entire business of our Group
and is currently our CEO.
In 2004, we provided mobile cranes to a multinational corporation in the oil and gas industry for the lifting
of one of its subsea structures used in oil and gas exploration. Securing this heavy lift assignment from
an established oil and gas company was a testament to our Groups capabilities, reliability and safety
track record.
In 2007, we acquired a 250-tonne mobile crane to support the growing demand for mobile cranes with
higher lifting capacity to handle the logistics at the ports and for erection and dismantling of tower cranes
at construction sites.
In July 2007, our subsidiary, MS Services, was incorporated to provide mobile crane rental services
mainly to stevedoring companies at the Penjuru Lighter Terminal. The mobile cranes deployed by MS
Services are of lower lifting capacity of 25 tonnes and are mainly used for loading and unloading of ship
supplies.
In 2010, our Executive Director and CEO, Jovan Yap, saw the potential demand from the construction and
infrastructure industries for 350-tonne mobile cranes which incorporated the latest technology. Most
mobile cranes commonly available in the local market then were either of 300 tonnes or 500 tonnes lifting
capacity. 350-tonne mobile cranes thus provided higher lifting capacities to serve the requirements of the
customers compared to 300-tonne mobile cranes but have a smaller footprint compared to 500-tonne
mobile cranes which made the 350-tonne mobile cranes suitable for most worksites which faced space
constraints.
71
HISTORY
In 2011, we acquired a 500-tonne mobile crane to extend the range of mobile cranes in our fleet and
increase our lifting capacities. This enabled us to secure an assignment to supply mobile cranes to a
customer who was involved in a MRT station construction project. These higher tonnage cranes also
enabled us to meet the demand from customers in the construction industry for the erection and
dismantling of larger tower cranes which are used in the construction of taller buildings.
In 2013, to accommodate an expanded fleet of mobile cranes with higher tonnages, we acquired the
Pandan Road Property with a land area of approximately 8,000 sqm, as our new headquarters and to
house our growing fleet of cranes, equipment and machinery.
In 2013, we entered into a shareholders agreement with a third party, GKE Corporation Limited, to set up
GMS JV in which we hold a 40.0% shareholding interest. GKE Corporation Limited is listed on Catalist
and is principally engaged in the provision of logistics services. GMS JV was set up with a view to offer
mobile crane rental services as part of a comprehensive package of services to potential customers in
the logistics industry.
In 2014, we acquired a Liebherr 750-tonne mobile crane to meet the requirements of customers involved
in a MRT construction project. This crane is used mainly to lift and move tunnel boring equipment used in
MRT tunnel construction. This 750-tonne mobile crane enables us to extend our reach to access more
opportunities for assignments in the infrastructure industry that require mobile cranes with higher lifting
capacity.
We incorporated MS Equipment in May 2014 with the intention to broaden our scope of business to
include mobile crane trading which we believe is complementary to our mobile crane rental business.
Please refer to the Prospects, Business Strategies and Future Plans section of this Offer Document for
more information.
On 15 September 2014, YSL, an investment company which is wholly owned by Yap Sian Lay (our
Controlling Shareholder and Executive Officer) and his wife, Ng Chui Hwa (our Executive Chairman) in
equal proportions, and MS Cranes entered into a sale and purchase agreement for the sale of the
Robinson Square Property to YSL as described in the Interested Person Transactions section of this
Offer Document. Pursuant to the sale and purchase agreement, the completion of the sale and transfer of
the Robinson Square Property will take place five business days after the listing of our Company on
Catalist.
On 15 September 2014, NY, an investment company which is wholly owned by Yap Sian Lay (our
Controlling Shareholder and Executive Officer) and his wife, Ng Chui Hwa (our Executive Chairman) in
equal proportions, and MS Services entered into a sale and purchase agreement for the sale of the
Thomson Ridge Shophouse to NY as described in the Interested Person Transactions section of this
Offer Document. Pursuant to the sale and purchase agreement, the completion of the sale and transfer of
the Thomson Ridge Property will take place five business days after the listing of our Company on
Catalist.
We believe that our principal subsidiary, MS Cranes, is one of the leading mobile crane rental companies
in Singapore. We have a wide customer base comprising more than 350 customers including Jurong Port,
CWT Limited, FMC Technologies Singapore Pte Ltd, Toll Logistics (Asia) Limited, Chip Eng Seng
Contractors (1988) Pte Ltd, Manta Equipment (S) Pte Ltd, SH Cogent Logistics Pte Ltd and Ssangyong
Engineering & Construction Co Ltd. As at the Latest Practicable Date, we have a fleet of 25 mobile
cranes with lifting capacities ranging from 25 tonnes to 750 tonnes supported by a fleet of 5 lorry cranes
with lifting capacities ranging from 10 tonnes to 75 tonnes, 13 prime movers and more than 35 trailers.
Our Company was incorporated in Singapore under the Companies Act on 21 May 2014 under the name
of MS Holdings Private Limited as a private company limited by shares. In preparation for our listing, we
undertook the Restructuring Exercise whereby our Company acquired the entire shareholding interests in
MS Cranes, MS Services and MS Equipment respectively to become the holding company of our Group.
On 23 October 2014, our Company was converted to a public company limited by shares with our name
being changed to MS Holdings Limited. Please refer to the Restructuring Exercise section of this Offer
Document for further details.
72
HISTORY
AWARDS AND ACCREDITATIONS
Over the years, we have received awards and accreditations as set out below:
Awards / Accreditations
Validity
Period
Awarded by
Recipient
bizSAFE Level STAR
October 2014 to
October 2016
WSH
MS Cranes
ISO 9001:2008 Certificate of

Registration (Quality Management
System) for provision of mobile
cranes and trucks rental services
January 2014 to
January 2015
Q.A. International
Certification Limited
MS Cranes
OHSAS 18001:2007 Certificate of

Registration (Occupational Health
and Safety Management System)
for provision of mobile cranes and
trucks rental services
February 2014 to
October 2016
QAI Certification Pte Ltd
MS Cranes and
MS Services
73
BUSINESS
BUSINESS OVERVIEW
We are one of the leading crane rental companies in Singapore. We focus on providing mobile cranes
and lorry cranes as they can be deployed easily and have short set-up time due to their ability to travel on
roads thus eliminating the need for special equipment to transport them to jobsites. We own a fleet of
modern cranes which can be deployed in a wide range of lifting operations. Due to the nature of heavy lift
assignments where safety and reliability are important considerations of our customers, we generally
procure new mobile cranes from reputable and established brands, such as Liebherr and Tadano, as they
provide high performance mobile cranes with better functionalities for the crane systems.
25 tonnes to 750 tonnes and a fleet of 5 lorry cranes with lifting capacities ranging from 10 tonnes to 75
tonnes. With the addition of a Liebherr brand of mobile crane with a lifting capacity of 750 tonnes to our
fleet, we are able to secure heavy lift assignments from customers who are involved in infrastructure
projects such as the construction of MRT lines. From time to time, we may also rent mobile cranes from
other suppliers to meet the requirements of our customers.
We also own a fleet of hauling equipment comprising 13 prime movers and more than 35 trailers to
support our operations as at the Latest Practicable Date. These trailers and prime movers are mainly
used to transport accessories of the mobile cranes, such as jibs, counterweights, sheaves and hooks.
We derive our revenue from the rental of cranes to our customers in Singapore. We have a wide
customer base of over 350 customers, mainly from the construction, marine, logistics, oil and gas as well
as infrastructure industries. This strategy of building and maintaining a well-diversified customer base
ensures that we are not overly reliant on any particular customer or particular business sector. In FY2014,
sales to repeat customers accounted for more than 80.0% of our Groups revenue.
Our Rental Business
We typically rent our cranes to customers on a daily basis or short term basis as this would increase the
flexibility of deploying our cranes and thus enable us to optimise the utilisation of our fleet. Generally, the
minimum rental period for our cranes is four hours, and our cranes can be rented for a longer duration
ranging from a few days to several weeks, depending on the needs of our customers. In March 2013, we
entered into a two-year contract with Jurong Port for the supply of two mobile cranes which are deployed
at the Penjuru Lighter Terminal mainly for the loading and unloading of ship supplies. Our cranes are
typically on wet hire to customers which includes the provision of a crane operator.
Our customers deploy our cranes for a wide range of uses. For example, our cranes may be deployed at
construction sites for lifting general construction materials and erection and dismantling of tower cranes
for customers in the construction industry. Such customers are generally contractors involved in building
construction or suppliers of equipment or services to the building construction sector. Customers in the
marine and logistics industries generally use our mobile cranes for loading and unloading of cargoes from
vessels to transportation vehicles, and vice versa. Customers operating in the marine industry include
those providing port facilities and services, shipbuilding services and stevedores, whereas customers
operating in the logistics industry are generally providing transportation and warehousing services.
Customers in the oil and gas industry are generally suppliers of equipment and process modules for use
in offshore oil and gas exploration, which may use our mobile cranes to undertake installation and
assembly of oil and gas structures and equipment. Customers in the infrastructure industry may use our
cranes to lift and move heavy equipment such as the tunnel boring equipment used in the construction of
MRT tunnels.
74
BUSINESS
Some of our customers include:
Industry
Our Customers
Construction
Manta Equipment (S) Pte Ltd

Chip Eng Seng Contractors (1988) Pte Ltd
ABV Systems Pte Ltd
Lum Chang Building Contractors Pte Ltd.
Dragages Singapore Pte Ltd
Marine
Jurong Port
Infiniti Marine Pte. Ltd.
Cosco Marine Engineering (S) Pte Ltd
Hoy San Stevedoring Pte Ltd
DDW-Paxocean Shipyard Pte. Ltd.
Logistics
CWT Limited
Toll Logistics (Asia) Limited
SH Cogent Logistics Pte Ltd
Chasen Logistics Services Limited
Nippon Express (Singapore) Pte Ltd
Oil and gas
FMC Technologies Singapore Pte Ltd

Altus Oil & Gas Services
Singatac Engineering Pte Ltd
Infrastructure
Ssangyong Engineering & Construction Co Ltd

Hyundai Engineering & Construction Co. Ltd
Batch Technologies Pte. Ltd.
The cranes in our fleet comply with regulatory requirements such as those stipulated by the MOM, BCA,
HDB and LTA. In particular, the regulatory requirements imposed by the MOM in respect of the service
life of cranes are set out below:
Designed safe working load
(maximum capacity)
Maximum allowable years of service

from the year of manufacture
50 tonnes and below
20
Above 50 tonnes but not more than 100 tonnes
25
100 tonnes and above
30
Our Fleet of Cranes

Cranes are mechanical equipment used to lower, lift, load and unload heavy objects from one place to
another using ropes, hoists, sheaves and chains. The cranes in our fleet typically comprise a telescopic
boom mounted on an undercarriage with rubber tyres. For mobile cranes, the boom and the
undercarriage are mated together through a turntable, allowing the boom to swing from side to side. The
boom is usually powered by hydraulics and lifting is controlled by an operator in a cabin typically located
on the turntable. A hook is suspended from the top of the boom by wire rope and sheaves. To increase
the horizontal reach of the hoist, the boom may be extended by adding a jib to the top. For lorry cranes,
the boom is usually attached to the back of the drivers cabin and is generally used to lift and transport
loads.
75
BUSINESS
Mobile cranes and lorry cranes are capable of travelling on roads thus eliminating the need for special
equipment to transport the cranes to the jobsite. When working on jobsites, outriggers are extended from
the chassis of the crane to increase stability during lifting. In addition, mobile cranes have removable
counterweights for additional stability. Mobile cranes generally have more even weight distribution, thereby
rendering enhanced road-going performance and enabling lifting from multiple positions. Mobile cranes
are also fitted with versatile steering capability to allow maneuvering of their extended chassis with ease.
As at the Latest Practicable Date, our fleet of mobile cranes comprises:
Lifting capacity
25 tonnes
50 tonnes
110 tonnes
150 tonnes
160 tonnes
180 tonnes
200 tonnes
250 tonnes
350 tonnes
500 tonnes
750 tonnes
Number of units in our fleet
Average age
(years)
3
7
3
1
2
2
1
2
1
2
1
9.0
14.4
2.7
17.0
3.0
8.5
1.0
5.0
4.0
1.5
0.6
Based on the total number of units of cranes in our fleet set out above, the average age of our mobile
cranes as at the Latest Practicable Date is approximately eight years.
The following are some examples of mobile cranes in our fleet:
160-tonne mobile crane
76
BUSINESS
Rental Process
The following is a diagrammatic representation of the rental process:
Customer enquiries and
requests for quotations
Confirmation of orders
Preparation of lifting plans
Functionality inspection and

maintenance
Deployment of cranes
Customer Enquiries and Requests for Quotations

Enquiries and requests are received for quotations from prospective customers accompanied by
information such as the type of cranes required, the anticipated load, the nature of the lifting operations,
the location of the jobsite and the period of time for which the cranes will be required. These customers
may be existing customers or new customers referred by our existing customers.
Confirmation of Orders
Based on the information provided by the prospective customers, our operations team will check the
availability of cranes that meet the prospective customers requirements. For more complex lifting
operations, our operations team may arrange for our sales manager to conduct a site survey to
understand the ground conditions and the site constraints before advising customers on the selection of
cranes for the lifting operations. Thereafter, we will submit our quotations and present our solutions to
customers for their consideration.
Preparation of Lifting Plans

After acceptance of our quotations by customers, our draughtsman will prepare a lifting plan supported by
risk assessment prepared either by ourselves or our customers. The lifting plan will categorise the lifting
operations in accordance with its risk level and complexity so that suitable controls can be applied to
eliminate hazards or reduce risks. Frequent or routine lifting operations typically require only a generic
plan supported by an on-site risk assessment and briefing to related personnel. Complex lifting
operations will need additional engineering design efforts to ensure that the lifting is conducted safely.
The lifting plan will address, inter alia, the following:

the personnel required;

the personnels roles, responsibilities and competencies;
nature and weight of load;
type and location of lifting points;
selection of appropriate lifting gears and equipment;
assessment of the need for tagline to control movement of suspended load;
means of communication during lifting operations; and
factors detrimental to the lifting operations such as adverse weather and poor illumination.
77
BUSINESS
Functionality Inspection and Maintenance
We place strong emphasis on safety and efficiency of our cranes to ensure a high level of customer
satisfaction. To ensure minimal disruptions due to mechanical failures or breakdown, our maintenance
team inspects and services the cranes at our yard prior to the mobilisation of the cranes to our
customers jobsites. Please refer to the Quality Assurance section of this Offer Document for some of
the inspections and checks we conduct prior to deployment.
Deployment of Cranes
At the jobsite, prior to the execution of any lifting operations, our crane operator and crane attendants will
liaise with customers on the siting of the cranes, setup of the cranes and confirm the lifting plan.
Our Fleet Renewal Strategy and Mobile Crane Trading
Our Group continually monitors the market for cranes to identify acquisition opportunities. Before
acquiring any cranes, we will assess the development and outlook of the market for the particular type of
cranes and analyse, among other things, the value and earnings potential of the cranes and investment
timeframe for recouping the investments.
Due to the nature of heavy lift assignments where safety and reliability are important considerations of
our customers, we generally procure new cranes from reputable and established brands. These
manufacturers provide high performance cranes with better functionalities for the crane systems. When
we use such cranes to provide crane rental services to our customers, it will provide them with better
assurance of our service delivery.
We review the composition of our fleet of cranes regularly to ensure that our cranes continue to meet our
customers requirements and to monitor our operational needs against repair and maintenance costs. In
order to maintain the reliability and safety track record of our cranes and to minimise or reduce
expenditure on major repair and maintenance works, we may dispose of older cranes and replace them
with newer ones. We have a relatively young fleet of mobile cranes with an average age of approximately
eight years as at the Latest Practicable Date. With this fleet renewal strategy, we are able to ensure our
cranes remain efficient and able to consistently deliver reliable service to our customers.
Further, we intend to develop our mobile crane trading business as we believe that it is complementary to
our crane rental business and supports our fleet renewal strategy. Please refer to the Prospects,
Business Strategies and Future Plans section of this Offer Document for further details.
SALES AND MARKETING
Our sales and marketing efforts are spearheaded by our Executive Director and CEO, Jovan Yap, who is
assisted by our sales team comprising three sales managers.
Our sales team is responsible for establishing and maintaining our customer relationships and securing
orders from customers. Through regular contact, our customers provide us with valuable feedback on
industry trends and developments as well as their requirements. We also update customers on our fleet
such as information on newly acquired cranes and their capabilities. We place strong emphasis on
understanding the requirements of our customers and consistently providing them with reliable cranes
that meet their requirements. Based on our understanding of the customers requirements, we may also
recommend the appropriate cranes for their intended lifting operations.
We typically do not enter into long term contracts with our customers, save for Jurong Port. For customers
in the construction industry or other industries with projects which would be completed over several
months or more than a year and who may periodically require cranes for their lifting operations, our sales
team would maintain regular contact with these customers to keep apprised of the progress of the
projects. We believe that this allows us to follow up with our customers on their requirements at various
stages of their projects, which enhances our chances of securing repeat orders from these customers
and enables us to plan the deployment of our fleet.
78
BUSINESS
Our management meets with our sales team regularly to review our sales performance and marketing
strategies and targets. These regular meetings also allow our sales team to highlight issues or problems
that they encounter to our management and discuss strategies to resolve these issues or problems in a
timely manner.
As part of our corporate branding exercise, we have adopted a new corporate colour theme comprising
mainly green and grey which we have applied across our corporate identity materials and our mobile
cranes. With the adoption of the new colour theme, our green and grey cranes stand out from afar
compared to the traditionally yellow-coloured cranes of our competitors.
We also participate in corporate events and awards to recognise and commend the outstanding
performance of individuals such as the Successful Entrepreneur Award (2011) organised by GRC Press
Holdings, the Entrepreneur of the Year Award (2012) jointly organised by the Association of Small and
Medium Enterprises and the Rotary Club of Singapore, and the Spirit of Enterprise Award (2013)
organised by Spirit of Enterprise to raise our corporate profile and at the same time, increase the visibility
of our corporate brand amongst the corporate community, which in turn serve to market and promote our
Group and our service offering to existing and new customers. Our Executive Director and CEO, Jovan
Yap, was a recipient of each of the three awards mentioned above.
QUALITY ASSURANCE
The origins of our Group can be traced back to more than 50 years ago when the father of our
Controlling Shareholder and Executive Officer, Yap Sian Lay, founded Moh Seng and Company and
started the crane rental business in the 1960s. We believe that we have established a reputation as a
reliable supplier of cranes in Singapore in the last few decades. We place strong emphasis on safety and
efficiency of our fleet of cranes. This is achieved through regular maintenance and inspection of our
cranes at our service yards as well as on the jobsites and compliance with various safety standards and
regulations. Our fleet maintenance program as well as compliance with various safety standards and
regulations are incorporated in our comprehensive Workplace Safety and Health Management System.
Maintenance
We have implemented a stringent quality control program in order to provide a level of service that meets
our customers requirements. In particular, we have in place a fleet maintenance program for the proper
upkeep of our cranes and lifting equipment such as lifting gears. The fleet maintenance program
emphasises the importance of preventive maintenance and lays down a set of guidelines as follows:

all cranes are only operated by trained and certified operators;

all cranes are equipped with standard spare parts and tool kits;
all cranes and other equipment such as lifting gears are provided with necessary operating
instructions and spare parts manuals;
daily checks on the cranes and lifting gears are carried out by our crane operators;
regular preventive repair and maintenance are carried out by our repair and maintenance team in
accordance with a scheduled plan;
monthly safety inspection at the workshop and jobsites are carried out by our management;
maintenance work including breakdown maintenance are documented to enhance reliability
analysis;
all incidents are investigated and risk assessment performed to prevent recurrence; and
inspection of cranes and lifting equipment are carried out by authorised third party examiners at
least once a year.
Pre-lift Inspection
Our cranes and lifting equipment will be subject to visual inspection by a competent person before each
lifting operation. This is to ensure that the crane is suitable, safe and correctly installed for the lifting
operation. Pre-lift inspection includes:

visual inspection of the lifting equipment;

functional test of the lifting equipment including the crane and lifting gear;
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BUSINESS

functional test of the safety system and devices; and

functional test of the emergency stop device.
Workplace Safety and Health

Our business is subject to various safety standards and regulations such as the Workplace Safety and
Health Act (Chapter 354A), Workplace Safety and Health (General Provisions) Regulations, Workplace
Safety and Health (Operation of Cranes) Regulations 2011 and the Work Injury Compensation Act
(Chapter 354). Please refer to the Government Regulations section of this Offer Document for more
information.
In particular, all our crane operators are required to obtain the requisite driving licence and attend a crane
operator course conducted by an accredited training provider recognised by the MOM before they can
apply for a Crane Operator Certificate issued by the MOM. The Crane Operator Certificate is only issued
after the operator attends and completes a crane operator course which covers safety procedures and
basic knowledge on the key parts of a mobile crane. Other than the mandatory courses, we also
encourage our crane operators to attend various courses on safety and technical skills to ensure that they
are updated on new developments and requirements in the industry.
In addition, all our cranes are subject to annual inspection to ensure that the mobile cranes are in good
and safe working condition. A load test is also required to be conducted on all mobile cranes based on
the following requirements stipulated by the MOM:
Maximum Safe Working Load (SWL)
of Lifting Machine
Test Load Required on Lifting Machine
100 tonnes and below
125.0% of the SWL
Above 100 tonnes but not more than 500 tonnes
110.0% of the SWL
500 tonnes and above
100.0% of the SWL
Safety Policy
Due to the nature of our crane operations, accidents or other incidents during lifting operations may occur
from time to time due to various factors, some of which may be beyond our control. In particular, in
November 2011, one of our Groups mobile cranes deployed at the Jurong Port Terminal toppled and was
damaged while in operation due to the oversight of the crane operator. Consequently, our Groups
operations at Jurong Port Terminal and Penjuru Lighter Terminal were suspended for a period of six
months from November 2011 as both terminals are managed by Jurong Port. Other than the aforesaid
suspension, there was no other penalty suffered by our Group.
In addition, in June 2010 one of our mobile cranes was involved in an accident at a jobsite at Biopolis
Drive/Biomedical Grove where the mobile crane had collapsed into a concealed manhole. After the
occurrence of the accident, we commenced legal action to claim for damages which included the cost of
repair, loss of use and legal costs, from which we received a total compensation of $789,650. Of the total
compensation, $386,838 was recognised during the year immediately preceding the Periods Under
Review with the balance recognised in FY2014.
To prevent the occurrence of such incidents during lifting operations, we had appointed an independent
third party to undertake a review of our Workplace Safety and Health Management System and
implemented additional measures and safe work procedures for our operations, including:
(a)
conducting risk assessments for non-routine activities;
(b)
implementing an in-house orientation program and assessment program for all newly hired crane
operators;
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BUSINESS
(c)
implementing pre-lift meetings for the crane operator and lifting team to ensure that the crane
operator has a better understanding of the intended load to be lifted, the effective radius of the
mobile crane and the distance of the load;
(d)
establishing an emergency response procedure and communicating such procedure to all crane
operators;
(e)
establishing a checklist for the monthly workplace safety and health inspection conducted by our
top management; and
(f)
appointing an employee who has obtained an advanced certificate in workplace safety and health
from the BCA to oversee and ensure compliance with the workplace safety and health regulations
and requirements.
MAJOR CUSTOMERS
We set out below a list of our major customers who accounted for 5.0% or more of our revenue during
the Periods Under Review:
As a Percentage of Revenue (%)
Customer
Operating Industry
FY2012
FY2013
FY2014
Jurong Port
Marine
(1)
2.2
11.2
Manta Equipment (S) Pte Ltd

(Manta Equipment)
Construction
4.5
5.3
6.5
SH Cogent Logistics Pte Ltd

(Cogent)
Logistics
3.8
7.3
4.4
Oil and Gas
1.9
0.3
5.7
FMC Technologies Singapore Pte Ltd

(FMC Technologies)
Note:
(1)
Less than 0.1%
We have a wide customer base comprising over 350 customers in Singapore mainly from the
construction, marine, logistics, oil and gas as well as infrastructure industries. Our wide customer base
ensures that we are not reliant on any particular customer or business sector.
Save for Jurong Port, we do not have long term contracts with our customers and we generally rent our
cranes to customers on a daily or short term basis. The level of business transactions with any customer
depends primarily on factors such as the level of business activities of the customer, availability of our
cranes, our rental rates, business relationship as well as payment track record of the customer. As a
result, the revenue received from individual customers differs from year to year as we may not receive
orders which are similar in size or nature from the same customers each year.
In March 2013, we commenced the provision of services to Jurong Port for the supply of two mobile
cranes deployed at the Penjuru Lighter Terminal mainly for the loading and unloading of ship supplies for
two years. As such, revenue contribution from Jurong Port increased in FY2014.
Manta Equipment is principally engaged in the business of the supply of tower cranes, serving primarily
the construction and infrastructure sectors. We supply our cranes to Manta Equipment mainly for the
erection and dismantling of tower cranes used in construction activities.
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BUSINESS
Cogent, a subsidiary of a company listed on the Main Board of the SGX-ST, is a full-service logistics
management service provider in Singapore offering transportation management services, warehousing
and container depot management services, and automotive logistics management services to a wide
range of customers.
FMC Technologies designs, manufactures and services systems and products used in offshore
exploration and production of crude oil and natural gas, including subsea products. FMC Technologies
subsea products include drilling and production systems, subsea tree systems and fluid control systems.
Save as disclosed above, there is no other customer who accounted for 5.0% or more of our revenue
To the best of their knowledge, our Directors are not aware of any information or arrangement which
would lead to a cessation or termination of our current relationship with any of our major customers.
As at the date of this Offer Document, none of our Directors, Substantial Shareholders or their respective
Associates has any interest, direct or indirect, in any of the above major customers.
There are no arrangements or understanding with any major customer pursuant to which any of our
Directors or Executive Officers were appointed.
MAJOR SUPPLIERS
We set out below a list of our major suppliers who accounted for 5.0% or more of our purchases during
the Periods Under Review:
Supplier
Products / Services
supplied
As a Percentage of Purchases (%)

FY2012
FY2013
FY2014
Liebherr-Singapore Pte Ltd

(Liebherr)
Cranes
(1)
16.2
63.0
Mobile Cranes Asia Pte. Ltd.

(Mobile Cranes Asia)
Cranes
(1)
32.1
(1)
Multico Equipment & Parts Pte. Ltd.

(Multico Equipment)
Cranes
5.2
21.8
0.7
Vehicle insurance
8.5
2.7
2.8
Kim Tiong Enterprises Pte. Ltd.

(Kim Tiong)
Diesel
5.1
2.0
2.9
Mecpec Trading Co Pte Ltd

(Mecpec)
Diesel
5.5
1.9
0.4
Victor Enterprises Pte. Ltd.

(Victor Enterprises)
Diesel
6.4
(1)
(1)
S.M.S. Stevedoring Pte Ltd

(S.M.S. Stevedoring)
Lifting crew
5.0
Times Insurance Brokers Pte Ltd

(Times Insurance)
Note:
(1)
Less than 0.1%.
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BUSINESS
Our purchase decisions are driven primarily by factors such as our business relationships with the
suppliers, the price, quality and delivery schedules of products and services supplied. Our decisions to
acquire cranes are driven mainly by our fleet renewal strategy. Please refer to the Business Overview
Our Fleet Renewal Strategy and Mobile Crane Trading section of this Offer Document for further
information.
We typically obtain quotes from several suppliers to assist in our purchase decisions. Our Directors
believe that our business and profitability will not be materially affected by the loss of any single supplier
or on any particular industrial, commercial or financial contract with any supplier as we are able to source
for most products or services of comparable quality from alternative suppliers. We generally do not enter
into long term or exclusive agreements with any of our major suppliers.
Purchases from Liebherr, Mobile Cranes Asia and Multico Equipment accounted for a significant
percentage of our purchases in FY2013 and FY2014 due mainly to the acquisition of two 110-tonne
cranes, one 160-tonne crane, one 200-tonne crane and one 250-tonne crane in FY2013 and one 750tonne crane in FY2014 as part of our fleet renewal strategy. Acquisition of cranes in any particular
financial year would account for a significant proportion of our total purchases as the value of cranes is
relatively large compared to the value of other purchases such as spare parts, tools and materials,
insurance as well as diesel.
The amount of our purchases of diesel from Kim Tiong increased in FY2013 and FY2014. However, these
amounts as a percentage of our total purchases declined in FY2013 and FY2014 due to the overall
increase in the value of our total purchases for each of FY2013 and FY2014.
The amount of our purchases of diesel from Mecpec increased in FY2013 but the amount of purchases
as a percentage of our total purchases declined in FY2013 due to the overall increase in the value of our
total purchases. Our purchases from Mecpec declined in FY2014 as we were able to secure better prices
for diesel from other suppliers.
Our purchases from Victor Enterprises declined in FY2013 and FY2014 as we were able to secure better
prices for diesel from other suppliers.
The amount of our purchases of vehicle insurance from Times Insurance remained similar during the
Periods Under Review. However, these amounts as a percentage of our total purchases declined in
FY2013 and FY2014 due to the overall increase in the value of our total purchases for each of FY2013
and FY2014.
S.M.S. Stevedoring provided us with lifting crew, such as lifting supervisors, signallers and riggers, in
FY2012, but we ceased using their services after FY2012 as we engaged another service provider due
to, inter alia, pricing considerations.
Save as disclosed above, there is no other supplier who accounted for 5.0% or more of our purchases
To the best of their knowledge, our Directors are not aware of any information or arrangement which
would lead to a cessation or termination of our current relationship with any of our major suppliers.
As at the date of this Offer Document, none of our Directors, Substantial Shareholders or their respective
Associates has any interest, direct or indirect, in any of the above major suppliers.
There are no arrangements or understanding with any major supplier pursuant to which any of our
Directors or Executive Officers were appointed.
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BUSINESS
CREDIT POLICY AND MANAGEMENT
Credit Terms to Our Customers
We typically extend credit terms of 30 days to our customers. However, the credit limit for each customer
may vary from customer to customer, depending on factors such as their payment track record, financial
background, length of business relationship as well as frequency and size of transaction. The credit terms
and changes to the credit terms are proposed by our sales staff and approved by our Executive Director
and CEO, Jovan Yap. New customers may be required to pay cash in advance or in cash terms.
Our finance and sales staff monitor the payment status of our customers closely and follow up with
customers on overdue payments. Periodic reports on status of collection will also be provided to our
Executive Directors, at least on a monthly basis.
Our average trade receivables turnover for the Periods Under Review was as follows:
Average trade receivables turnover (days)(1)
FY2012
FY2013
FY2014
103
96
100
Note:
(1)
Average trade receivables turnover (days) = (Average trade receivables / revenue) x 365 days.
Our average trade receivables turnover for the Periods Under Review was longer than 30 days as our
customers in the construction industry generally require a longer repayment period which is in line with
the trend in the construction industry. As at 31 August 2014, approximately 95.6% of the trade receivables
outstanding as at 30 April 2014 have been collected.
Allowance for impairment of trade receivables is made when the collectability of an outstanding debt is in
doubt. Allowance for impairment of trade receivables will usually be assessed and made on a case-bycase basis, depending on the creditworthiness of the customers at the relevant time.
Our allowance for impairment of trade receivables as well as bad debts written off for the Periods Under
Review was as follows:
($000)
FY2012
FY2013
FY2014
Allowance for impairment of trade receivables

Bad debts written off
4
18
44
43
32
(1)
Total
22
87
32
Note:
(1)
The bad debts written off were less than $1,000.
Our allowance for impairment of trade receivables and bad debts written off for the Periods Under Review
had not been significant and were in relation to six customers in FY2012, seven customers in FY2013
and two customers in FY2014. We have since ceased dealing with some of those customers who have
not settled the outstanding amounts. We have continued our working relationship with those customers
who were able to settle the outstanding balances and have shown improvement in the timeliness of their
payments.
Credit Terms from Our Suppliers
Most of our suppliers are located in Singapore. We typically finance the purchase of mobile cranes, lorry
cranes, prime movers, trailers and other machineries through hire purchase arrangements. Purchases of
other supplies such as fuel and spare parts are generally on credit terms of 30 days from the receipt of
goods.
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BUSINESS
Our average trade payables turnover for the Periods Under Review was as follows:
Average trade payables turnover (days)(1)
FY2012
FY2013
FY2014
39
32
32
Note:
(1)
Average trade payables turnover (days) = (Average trade payables / cost of sales) x 365 days.
RESEARCH AND DEVELOPMENT

The nature of our business does not require us to carry out any research and development activities.
However, we do keep abreast with the latest developments in the heavy lift industry and continually try to
improve our work processes and upgrade our equipment.
INTELLECTUAL PROPERTY
Save as disclosed below, we do not own nor are we dependent on any registered trademark, patent or
other intellectual property rights:
Trademark
Registration
Class
Country of
Registration
Date of
Application
Status
7, 37 and 39
Singapore
9 September 2014
Pending
Note:
(1)
The class of Specification of Goods and Services in Singapore is described as follows:

Class 7:
Cranes; aerial platforms for use with cranes; bridge cranes; camera cranes; crane forks; cranes for use on
breakdown vehicles; cranes for use with tow trucks (lifting and hoisting apparatus); crawler cranes; double shell
grippers for truck loading cranes; grippers for cranes; lifting apparatus for use with cranes; lifting tongs for
cranes; loading cranes; mounting devices for crane forks; movable cranes; moving cranes; self-propelled cranes;
stacker crane arms; truck cranes; apparatus for loading cargo; attachments for cranes; crane hooks; cranes
(lifting and hoisting apparatus); gantries (cranes); gantry cranes; lifting apparatus use with cranes; overhead
cranes; cranes (lifting apparatus); fixed cranes (lifting apparatus); mobile cranes (lifting apparatus); fast-erected
tower cranes (lifting apparatus); mobile cranes; truck cranes; crawler cranes; crane augers; lifting and hoisting
machines; portal cranes; movable cranes; hydraulic units for gantry cranes; hydraulic units for tower cranes;
loading-unloading machines and apparatus; handling apparatus for loading and unloading; access platforms
(mechanical); construction vehicles; lifting apparatus; lifting machines for handling loads; lifting machines for land
vehicles; lifting machines for transporting bulk materials; platform truck lifts; truck lifts; vehicle lifts
Class 37:
Building construction; platform rental; rental of lifting apparatus (construction equipment); rental of cranes
(construction equipment); rental of construction equipment; advisory and consultancy services relating to the
aforesaid services
Class 39:
Rental of cranes; rental of mobile cranes; cargo loading services; loading of cargo; cargo unloading services;
unloading cargo; agency services for arranging transportation; arrangement of transportation; transport services,
logistics services (transport, packaging and storage of goods); transportation logistics; rental of mobile cranes;
advisory and consultancy services relating to the aforesaid services
As at the Latest Practicable Date, our business or profitability is not materially dependent on any
registered trademark, patent or other intellectual property rights. To the best of our knowledge, we are not
aware of any third party infringing on our intellectual property rights.
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BUSINESS
LICENCES, PERMITS AND APPROVALS
As at the Latest Practicable Date, our Group holds the following licences, permits and approvals which
are material to our operations:
Month and
Year of
Issue
Month and
Year of
Expiry
Issued by
Name of
Subsidiary
(1)
(1)
MOM
MS Cranes
January 2014
December
2014
Singapore
Civil Defence
Force
MS Cranes
Jurong Port Mobile Crane Licence
June 2014
May 2015
Jurong Port
MS Cranes
Licence to Operate in PSAs Restricted

Areas
December
1998
December
2016
PSA
Corporation
Limited
MS Cranes
October 2013
December
2015
HDB
MS Cranes
Licences / Permits / Approvals

Certificate of Approval as an Approved
Crane Contractor for carrying out the
installation, alteration and dismantling
(mobile cranes) under Workplace Safety
and Health (Operation of Cranes) Regulations
Petroleum and Flammable Materials
Storage Licence
Listing of Mobile Cranes in HDBs

Material List
Note:
(1)
MS Cranes has obtained a lifelong licence as an Approved Crane Contractor commencing from 1 April 2012 following a
revision of MOMs policy allowing lifelong licence on a case by case basis.
As at the Latest Practicable Date, none of the licences which is material to the business and operations
of our Group has been suspended or revoked. There are at present no facts or circumstances which
would cause such licences to be suspended or revoked or for any applications for, or for the renewal of,
any of these licences to be rejected by the relevant authorities.
Save as disclosed above, our Group does not require any other governmental licences, permits or
approvals in respect of its operations apart from those pertaining to general business registration
requirements.
PRODUCTION CAPACITY AND UTILISATION
Our Group does not undertake any manufacturing or production activities.
As at the Latest Practicable Date, our cranes have lifting capacities ranging from 10 tonnes to 750
tonnes. These cranes are deployed in various industries such as the construction, marine, logistics, oil
and gas as well as infrastructure industries to undertake a variety of lifting operations. Our cranes may be
deployed at construction sites for lifting general construction materials and erection and dismantling of
tower cranes. Customers in the marine and logistics industries generally use our cranes for loading and
unloading of cargoes from the vessels to the transportation vehicles, and vice versa. Customers in the oil
and gas industry may use our cranes to undertake installation and assembly of oil and gas structures and
equipment. Customers in the infrastructure industry may use our cranes to lift and move heavy equipment
such as tunnel boring equipment used in the construction of MRT tunnels.
The rental rate for our lifting equipment will vary, depending on factors such as the nature of the job, the
lifting capacities as well as the availability of the type of crane required by customers.
In view of the above, the utilisation rates for our fleet of cranes as calculated based on hours of
deployment may not provide meaningful indication of the productivity of the cranes.
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BUSINESS
PROPERTIES AND FIXED ASSETS
As at the Latest Practicable Date, our Group owns the following properties(1):
Location
Tenure
Approximate
area
(sqm)
Usage
Encumbrances(2)
11 Gul Drive
Singapore 629462
60 years
leasehold
commencing from
1 July 1979
4,876.2
Factory building
with ancillary
office
Subject to restrictive covenant

and mortgage in favour of
22 Pandan Road
Singapore 609274
30 years
leasehold
commencing from
1 July 2011
8,028.4
Factory building
with ancillary
office
Subject to restrictive covenant

and mortgage in favour of
Notes:
(1)
At the date of this Offer Document, our Group is the registered owner of the following two investment properties:
(i)
Robinson Square Property (144 Robinson Road, #07-02 Robinson Square, Singapore 068908): a commercial
property with an approximate area of 110.0 sqm, being an estate in perpetuity; and
(ii)
Thomson Ridge Shophouse (No. 3/3A Thomson Ridge, Singapore 574634): a commercial property with an
approximate area of 181.7 sqm, being an estate in fee simple.
The above two investment properties have been sold to YSL and NY. According to the terms of the respective sale and
purchase agreements, the sale is conditional upon, inter alia, the registration of the Offer Document in connection with the
listing of our Company on Catalist and completion will take place five business days after the listing of our Company on
Catalist. Please refer to the Interested Person Transactions section of this Offer Document for more details. The mortgages
created on the above two investment properties have been discharged to facilitate the disposals.
(2)
Please refer to the Capitalisation and Indebtedness section of this Offer Document for further details.
As at the Latest Practicable Date, our Group has leased the following properties out to third parties(1):
Location
Lessee
Approximate
gross floor
area
(sqm)
Term of
lease
Annual rental
(excluding
GST)
Usage
11 Gul Drive
Singapore 629462
(Part of 2nd floor)
Fondaquip
Pte Ltd
456
2 years
commencing
from 1 May 2013
and expiring on
30 April 2015
$80,256
Workshop
and office
11 Gul Drive
Singapore 629462
(Part of 1st floor)
Winstech
Engineering
Pte. Ltd.
220
2 years
commencing
from 1 April
2014 and
expiring on 31
May 2016
$72,576
Workshop
and office
22 Pandan Road
Singapore 609274
(Part of 1st floor)
IKM Subsea
Singapore
Pte. Ltd.
1,556
3 years
commencing
from 1 April
2014 and
expiring on 31
March 2017
$351,912
Workshop
and office
Note:
(1)
The following investment properties of our Group have been leased to:
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BUSINESS
(i)
Thomson Ridge Shophouse (No. 3 Thomson Ridge, Singapore 574634): Little Pods Pte. Ltd. for office usage, for a
term of lease of 3 years commencing from 15 February 2014 and expiring on 14 February 2017 and an annual
rental (excluding GST) of $75,140; and
(ii)
Thomson Ridge Shophouse (No. 3A Thomson Ridge, Singapore 574634): Wise Gain Learning Centre for office
usage, for a term of lease of 5 years commencing from 1 February 2014 and expiring on 31 January 2019 and an
annual rental (excluding GST) of $33,645.
As at the Latest Practicable Date, our Group has entered into logistics service agreements with Cogent
Automotive Logistics Pte. Ltd. for its provision of logistics services and designated exclusive storage
space for our Groups mobile cranes and other equipment at the storage area with the following minimum
size:
Location
No. 8 Penjuru Road,
Lot 4772 Mukim 5,
Singapore 609123
No. 8 Penjuru Road,

Lot 4772 Mukim 5,
Singapore 609123
Approximate storage
floor area
(sqm)
Term of lease
Annual rental
(excluding GST)
1,858.1
2 years 8 months
commencing from 1 May
2012 and expiring on 31
December 2014
$192,000
1,393.5
2 years 10 months
commencing from 1 March
2012 and expiring on 31
December 2014
$144,000
As at 30 April 2014, the net book value of our fixed assets amounted to an aggregate of approximately
$50.7 million, comprising mainly (i) cranes and motor vehicles amounting to $31.7 million; (ii) leasehold
land and building amounting to $18.4 million; (iii) plant and machinery amounting to $0.3 million; (iv)
furniture, fittings and office equipment amounting to $0.2 million; and (v) renovation amounting to $0.1
million.
To the best of our Directors knowledge, there are no regulatory requirements or environmental issues
that may materially affect our utilisation of the above properties and fixed assets, save as disclosed in the
Government Regulations section of this Offer Document.
STAFF TRAINING
We recognise that our staff is one of our important resources and their training and development is
crucial for the continued success of our Group. In particular, our reputation as a reliable supplier of cranes
for lifting operations is dependent on the experience and competence of our crane operators. As such, we
have implemented a comprehensive in-house training program for our crane operators.
We provide an orientation and assessment program for newly hired crane operators. Under this program,
all newly hired crane operators must complete an orientation training which covers the following:

Workplace safety and health policy;

Workplace Safety and Health Act and other relevant regulations;
Crane operating manual and safety related features; and
Aspects of crane operations such as understanding of load charts and various components of the
crane.
New and inexperienced crane operators will be guided and coached by senior crane operators for a
period of up to six months on the job before the crane operators can operate on their own at the
customers jobsites. From time to time, our crane operators attend further familiarisation training
conducted by our crane suppliers when we purchase new cranes.
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BUSINESS
Our employees, including crane operators, mechanics and drivers, are encouraged to attend courses
conducted by accredited third party providers to keep up with new developments in the industry and
update their skills. These courses include:

Safety Orientation Course for Construction / Oil and Petrochemicals

Lifting Supervisors Safety Course
Shipyard Safety Instruction Course
Signalman Course
Rigger Course
Industrial First Aid Course
The amount incurred in relation to staff training for the Periods Under Review has not been significant.
INSURANCE
Our Group has taken up, inter alia, the following insurance policies:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
Public liability insurance;

Machinery all-risk insurance;
Work injury compensation insurance;
Motor vehicle insurance;
Fire insurance;
General comprehensive liability insurance; and
Keyman insurance for Jovan Yap.
Our Directors are of the view that the above insurance policies are adequate for our existing operations.
However, significant damage to our operations, whether as a result of fire or other causes, may still have
a material adverse effect on our results of operations or financial position. Please refer to the Risk
Factors section of this Offer Document for more details. We will review our insurance coverage annually
to ensure that our Group has sufficient insurance coverage.
COMPETITION
To the best of our Directors knowledge, the following companies are considered to be our main
competitors taking into account the fleet size and range of tonnage of mobile cranes and the nature of
our business where we provide mobile cranes for short term rental:

Hiap Tong Corporation Ltd.

Tiong Woon Corporation Holding Ltd
Bok Seng Logistics Private Limited
Huationg Holdings Private Limited
Asiagroup Leasing Pte Ltd
To the best of our knowledge, there are no published statistics or official sources of information with
respect to industry statistics and the market share of our Group and our competitors.
To the best of our Directors knowledge, none of our Directors, Substantial Shareholders or their
respective Associates has any interest, direct or indirect, in any of the above competitors.
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BUSINESS
We believe the following to be our competitive strengths:
We have an established track record in mobile crane rental business
The origins of our business can be traced back to more than 50 years ago when Moh Seng and
Company was founded in the 1960s by the father of our Controlling Shareholder and Executive Officer,
Yap Sian Lay. We believe that we have established a reputation as a reliable supplier of cranes in
Singapore in the last few decades for customers in various industries in Singapore. This is achieved
through strong emphasis on safety, efficiency as well as maintaining a high level of responsiveness to our
customers requirements. We have obtained the OHSAS18001:2007 for our occupational health and
safety management system since 2008 and the bizSAFE Level STAR certificate issued by the WSH
under the MOM since 2011. We have a team of experienced crane operators and technicians who ensure
that lifting operations are completed safely and any technical issues encountered can be resolved in a
timely manner. We are an Approved Crane Contractor and four of our employees are registered as
Approved Crane Erector with the MOM under the Workplace Safety and Health (Operation of Cranes)
Regulations 2011. Further, we believe that our business model of renting cranes to customers on a daily
instead of long term basis enables us to deploy our cranes at short notices and maintain a high level of
responsiveness to our customers requirements.
We maintain a relatively new fleet of cranes of various tonnages
25 tonnes to 750 tonnes and 5 lorry cranes with lifting capacities ranging from 10 tonnes to 75 tonnes. As
at the Latest Practicable Date, the average age of our mobile cranes is eight years. From time to time, we
also rent cranes from other suppliers to meet the increase in customers demand. Our strategy is to build
a fleet of cranes through selective acquisition taking into account industry trends and feedback from
customers. We periodically upgrade and renew our fleet to ensure that we have access to cranes with
newer technology and capabilities to keep up with the needs of our customers. By maintaining a young
and modern fleet, we are able to serve a wide range of customers who may have stringent requirements
(such as working at HDBs sites) on the age and safety features of cranes which will enhance our chance
of securing orders from customers.
We supply our cranes to a wide customer base for short term rental which enables us to optimise
the utilisation for our cranes
We have built a wide customer base of over 350 customers in Singapore in the construction, marine,
logistics, oil and gas as well as infrastructure industries. These customers include local small and medium
enterprises as well as multi-national corporations with operations in Singapore. This strategy of building
and maintaining a well-diversified customer base ensures that we are not overly reliant on any particular
customer. We believe it has also increased the resilience of our operations and is an effective strategy in
managing our business risks.
In addition, we typically rent our cranes to customers on daily or a short term basis instead of signing
long term leases as we believe that the rates for short term rental will reflect the immediate supply and
demand conditions for the particular type of cranes. While renting out cranes on a daily or short term
basis may increase our exposure to short term market fluctuation in rental rates, it allows our Group to
capitalise on short term increase in rental rates and enables us to optimise the utilisation of our fleet of
cranes.
90
BUSINESS
We have an experienced and qualified management team
We are led by an experienced management team which possesses in-depth knowledge of the crane
rental business. In particular, our Executive Chairman, Ng Chui Hwa, our Executive Director and CEO,
Jovan Yap and our Controlling Shareholder and Executive Officer, Yap Sian Lay (who is our Technical
Director), have more than 30 years, 13 years and 40 years of experience in the crane rental business,
respectively. Our Executive Chairman, Ng Chui Hwa, has been in the crane rental business since 1974.
She has established a wide network of contacts and has keen understanding of the trends of the industry.
Our Executive Director and CEO, Jovan Yap, has been with our Group since 2001 and has over ten years
of experience in various aspects of the business including crane operations as well as sales and
marketing. Our Executive Director, Ivy Yap, has been with our Group since 2010 and is responsible for the
business development, procurement and administrative functions of our Group. Our Directors are assisted
by a team of experienced and dedicated staff who are entrusted with responsibilities covering different
aspects of the business. In particular, our Controlling Shareholder and Executive Officer, Yap Sian Lay,
has been in the crane rental business since the 1960s. He has established a wide network of contacts in
the industry and has extensive knowledge of the technical aspects of mobile cranes and lifting operations.
Under their leadership, we have grown over the years to become one of the top 20 crane rental
companies with over 350 customers in Singapore. Please refer to the Directors, Executive Officers and
Staff section of this Offer Document for details on the work experience of our Directors and Executive
Officers.
91

PROSPECTS
The demand for our cranes is driven mainly by the level of activities in the construction, marine, logistics,
oil and gas as well as infrastructure industries. Moving forward, barring unforeseen circumstances, our
Directors believe that prospects for our business remain positive based on the following trends and
developments in the construction, marine, logistics, oil and gas as well as infrastructure industries. We
believe that we are well-positioned to capitalise on the expected increase in demand from customers in
the major industries we serve given our established track record and our young and modern fleet of
cranes with lifting capacities of up to 750 tonnes.
Construction activities in Singapore
Traditionally, Singapores construction and infrastructure industries form an integral part of the domestic
economy. Supported by stronger on-site activities from the construction of the Marina Coastal
Expressway, Downtown MRT Line Stages 2 and 3, and both public and private residential developments,
total construction output was estimated to be about $33.0 billion for 2013.
In 2014, building contracts are projected to reach between $31.0 billion and $38.0 billion, driven by strong
public housing demand and anticipated higher construction demand for institutional developments and
major infrastructure projects. For 2015 and 2016, average construction demand is projected to be
sustained at between $25.0 billion and $34.0 billion per annum, of which 60.0% of the total demand is
forecasted to come from building projects while the remaining 40.0% is expected to come from civil
engineering projects(1). Some of the notable building and civil engineering projects include the Thomson
MRT line, Eastern Region Line, North-South Expressway and the various healthcare infrastructural
developments as well as key commercial developments such as Project Jewel (a mixed-use building
touted to be the iconic centerpiece of the Changi Airport) and Changi Airport Terminals 4 and 5.
Logistics activities in Singapore
Singapore, ranked number five amongst 160 countries globally, was the highest ranked logistics hub in
Asia in the 2014 Logistics Performance Index by the World Bank(2). Singapore Changi Airport is served by
over 6,500 weekly flights connecting to 240 cities in 60 countries. Singapore is also one of the worlds
busiest transshipment hubs, handling about one-seventh of the worlds container transshipment
throughput or approximately 31.3 million TEUs (twenty-foot equivalent) of containers in 2012(3).
Singapore plans to expand its capacity to 65 million TEUs of annual capacity by 2027 by building a new
port in Tuas. Singapore is also spending $3.5 billion to expand capacity at its Pasir Panjang Terminal by
15 million TEUs(4).
In view of the above, our Directors believe that the prospects of the logistics industry in Singapore will
remain positive given its strategic location in Asia. In addition, Singapores world-class infrastructure,
highly efficient customs and business-friendly import/export procedure have made it the preferred
logistics and supply chain management hub for leading manufacturers across various industries.
This information was extracted from the press release titled Construction Demand for 2014 to Remain Strong from the
internet website of the BCA at http://www.bca.gov.sg/newsroom/others/pr09012014_BCA.pdf.
This
information
was
extracted
from
http://lpi.worldbank.org/international/global.
This information was extracted from the internet website of the Singapore Economic Development Board at
http://www.edb.gov.sg/content/edb/en/industries/industries/logistics-and-supply-chain-management.html.
http://www.edb.gov.sg/content/edb/en/resources/downloads/articles/singapore-builds-for-the-future.html
the
internet
92
website
of
The
World
Bank
Group
at

Oil and gas activities in Singapore
According to OPEC World Oil Outlook 2013 publication issued on 7 November 2013, fossil fuels
accounted for 82.0% of energy supply in 2010 and is expected to constitute 80.0% of the global total by
2035. Long term oil demand is expected to increase by close to 20 million barrels a day over the period
between 2012 and 2035, reaching 108.5 million barrels a day by 2035, up from 107.3 million barrels a
day in the previous OPEC World Oil Outlook 2012 publication. Of this increase, developing Asia accounts
for 88.0%, while demand in the Peoples Republic of China, India and other developing nations in Asia
reaches 94.0% of that of the Organisation for Economic Cooperation and Development by 2035(5).
Singapore is the world leader for production of jack-up rigs and conversion of floating production storage
and offloading (FPSO) units with 70.0% of the world market share in both fields. Buoyed by high oil and
gas prices and an ageing offshore fleet, Singapore has been a big beneficiary of the boom, having
carved a reputation for consistent high quality and timely delivery with a good cluster of marine-related
service companies such as those providing classification services, maritime law and insurance services,
and offshore support services(6). Our Directors believe that the positive outlook for the oil and gas
industries will lead to an increase in demand for jack-up rigs, FPSO units as well as other oil and gas
production facilities and an increase in demand for cranes to provide lifting services in the construction
process.
TREND INFORMATION
Barring unforeseen circumstances, our Directors have observed the following trends for FY2015:
(a)
Rental rates for cranes have generally declined in FY2014 but are expected to remain stable in
FY2015 in view of the sustained demand from the construction and the infrastructure industries. In
addition, more stringent safety regulations for crane operations with prescribed spare lifting
capacity for the anticipated loads have led to higher demand for cranes with higher lifting
capacities;
(b)
Costs of labour are expected to increase due to competition for a relatively limited pool of skilled
crane operators and higher foreign workers levies;
(c)
Finance costs are expected to increase due to the substantial increase in bank borrowings and
obligations under finance leases to finance the acquisition of the Pandan Road Property, a 750tonne crane in FY2014 and two mobile cranes in FY2015; and
(d)
Administrative expenses are expected to increase due mainly to expenses incurred in connection
with the Placement. In accordance with the Singapore Financial Reporting Standards, only a
portion of such expenses may be capitalised while the balance will be treated as expenses in our
statement of comprehensive income.
This information was extracted from the publication titled OPEC World Oil Outlook 2013 from the internet website of the
OPEC at http://www.opec.org/opec_web/static_files_project/media/downloads/publications/WOO_2013.pdf.
http://www.edb.gov.sg/content/edb/en/industries/industries/marine-offshore-engineering.html.
Each of the above organisations has not consented to the inclusion of the above information in this Offer Document for the
purposes of Section 249 of the SFA and is thereby not liable for the relevant statement under Sections 253 and 254 of the
SFA. While our Directors have taken reasonable actions to ensure that the information is extracted accurately and fairly and
has been included in this Offer Document in its proper form and content, they have not conducted an independent review, or
verified the accuracy of the above information.
93

Save as disclosed above and in the Risk Factors, Managements Discussion and Analysis of Results of
Operations and Financial Position and Prospects, Business Strategies and Future Plans sections of this
Offer Document and Independent Auditors Report and the Unaudited Pro Forma Group Financial
Information for the Financial Year ended 30 April 2014 set out in Appendix B of this Offer Document and
barring any unforeseen circumstances, our Directors believe that there are no other significant recent
known trends in the costs and prices of our products and services, or any other known uncertainties,
demands, commitments or events that are reasonably likely to have a material and adverse effect on our
revenue, profitability, liquidity and capital resources. They are also not aware of any such trends that
would cause the financial information disclosed in this Offer Document to be not necessarily indicative of
our future operating results or financial condition. Please also refer to the Cautionary Note Regarding
Forward-Looking Statements section of this Offer Document for further information.
ORDER BOOK
We typically rent our cranes to customers on a daily basis to increase the flexibility of deploying our
cranes and to optimise the utilisation of our fleet, thus we do not have a meaningful order book.
Notwithstanding this, we have secured a two-year contract from Jurong Port in March 2013 to deploy and
station two of our smaller tonnage mobile cranes of less than 50 tonnes for the loading and unloading of
ship supplies. The revenue from this contract is dependent on the number of lifts using our mobile cranes.
As at the Latest Practicable Date, we have monthly contracts with two customers to deploy one mobile
crane of less than 110 tonnes to each of these two customers worksites which are renewable on a
monthly basis.
As at the Latest Practicable Date, the value of our order book is not significant as we typically rent our
cranes to customers on a daily or short term basis. The state of our order book at any point in time is not
reflective or indicative of our Groups overall financial results and performance at the relevant point in time
and may be subject to variation, modification and cancellation by customers.
BUSINESS STRATEGIES AND FUTURE PLANS
Our business strategies and future plans are as follows:
To acquire mobile cranes and hauling equipment
25 tonnes to 750 tonnes. We also own a fleet of hauling equipment comprising prime movers and trailers
for the transportation of accessories of the mobile cranes, such as jibs, counterweights, sheaves and
hooks. Our strategy is to build a fleet of cranes through selective acquisition taking into account industry
trends and feedback from customers. We believe that periodically upgrading and renewing our fleet would
ensure that we have access to mobile cranes with newer technology and capabilities and enable us to
serve a wide range of customers who may have stringent requirements (such as working at HDBs sites)
on the age and safety features of cranes. In addition, we believe that a young and modern fleet is
generally more reliable and has lower incidence of equipment breakdown compared to an older fleet.
We will obtain feedback from customers and continually monitor the market to identify acquisition
opportunities. To support a bigger fleet of mobile cranes, we would require additional hauling equipment,
such as prime movers and trailers, so that we are not overly reliant on third party haulage service
providers.
We intend to utilise approximately $0.5 million of the net proceeds from the issue of New Shares for the
acquisition of new mobile cranes and hauling equipment with the balance of the acquisition cost to be
financed by internal resources, hire purchase or bank loans.
94

To develop our mobile crane trading business
We believe that the trading of mobile cranes is complementary to our mobile crane rental business and
supports our fleet renewal strategy. The mobile crane trading business would also enable us to capitalise
on our network of distributors, suppliers and customers that we have built over the years as well as the
capabilities of our repair and maintenance team.
We intend to acquire pre-owned mobile cranes mainly from Japan and Germany and sell these mobile
cranes directly or through brokers to customers in neighbouring countries such as Indonesia, Malaysia
and Myanmar. We may also dispose of our mobile cranes to these customers as part of our fleet renewal
strategy. Depending on the conditions of each mobile crane acquired, we may recondition and/or
refurbish the mobile crane. The reconditioning and refurbishment of such cranes will be undertaken by
our support team comprising technicians, electricians and mechanics.
We intend to utilise approximately $2.4 million of the net proceeds from the issue of New Shares to
develop this new business.
To expand our business through acquisitions, joint ventures and strategic alliances
We may also expand our businesses through acquisitions, joint ventures and strategic alliances that we
believe will complement our current and future businesses. We believe that suitable acquisitions, joint
ventures and strategic alliances will give us access to new markets and customers as well as new
businesses. They will also bring about greater economies of scale and provide an impetus for our future
growth. Currently, we are not engaged in any discussion with any party for acquisitions, joint ventures or
strategic alliances. Should such opportunities arise, we will seek approval, where necessary, from our
Shareholders and the relevant authorities as required by the relevant rules and regulations.
CORPORATE SOCIAL RESPONSIBILITY
We are committed to enhancing the well-being of the community and maintaining a sustainable
environment in locations that we operate. We do not have a fixed corporate social responsibility policy,
however, we monitor closely the impact of our activities on the environment, consumers, employees,
communities, stakeholders and other members of the public actively and we are constantly searching for
means to continue contributing to the community. Some of the community development projects
participated by our Group in the past include making donations to the following:

Yew Tee 40th National Day Celebrations Dinner 2005

Charity Golf Tournament and Dinner 2010 organised by the PAP Community Foundation
Yew Tee Division in 2010
The Ministry of Community Development, Youth and Sports in 2012 for the betterment of
community clubs
Lee Ah Moi Old Age Home in 2012
The Disabled Peoples Association in 2012, 2013 and 2014
Children-In-Need Programme organised by the Singapore Childrens Society in 2012, 2013 and
2014
Christmas Appeal Donation Event organised by the Lakeside Family Services in 2013
Yew Tee Active Ageing & Wellness Centre Project Fund organised by the Yew Tee Constituency in
2013
Peoples Association (Community Development Council) in 2013
The Constituency Sports Club in 2013
Lakeside Family Services in 2014
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GOVERNMENT REGULATIONS
We have identified the main laws and regulations (apart from those pertaining to general business
requirements) that materially affect our operations and the relevant bodies in Singapore. Details of these
laws and regulations are set out below:
Workplace and Health Safety Measures
Under the MOMs Workplace Safety and Health Act (Chapter 354A) (WSHA), every employer has the
duty to take, so far as is reasonably practicable, such measures as are necessary to ensure the safety
and health of his employees at work. These measures include providing and maintaining for the
employees a work environment which is safe, without risk to health, and adequate as regards facilities
and arrangements for their welfare at work, ensuring that adequate safety measures are taken in respect
of any machinery, equipment, plant, article or process used by the employees, ensuring that the
employees are not exposed to hazards arising out of the arrangement, disposal, manipulation,
organisation, processing, storage, transport, working or use of things in their workplace or near their
workplace and under the control of the employer, developing and implementing procedures for dealing
with emergencies that may arise while those persons are at work and ensuring that the person at work
has adequate instruction, information, training and supervision as is necessary for that person to perform
his work.
The WSHA has been revised to include, from 1 September 2011, amongst others:
(a)
Imposing duties on the employer, to ensure that the employee has the necessary expertise for the
work that he is engaged for and implemented adequate safety and health measures;
(b)
Creating a new offence for persons at work who did a negligent act without reasonable cause; and
(c)
Broadening the definition of an occupational disease to include any disease directly attributable to
any exposure to any chemical or biological agent.
Workplace Safety and Health (General Provisions) Regulations (WSHR)

More specific duties imposed by the MOM on employers are laid out in the WSHR.
Pursuant to the WSHR, the following equipment, amongst others, are required to be tested and examined
by an examiner (Authorised Examiner) who is authorised by the Commissioner for Workplace Safety
and Health (CWSH), before they can be used in a factory and thereafter, at specified intervals:

hoist or lift;
lifting gears; and
lifting appliances and lifting machines.
Upon examination, the Authorised Examiner will issue and sign a certificate of test and examination,
specifying the safe working load of the equipment. Such certificate of test and examination shall be kept
available for inspection. Under the WSHR, it is the duty of the owner of the equipment / occupier of the
factory to ensure that the equipment complies with the provisions of the WSHR and to keep a register
containing the requisite particulars with respect to the lifting gears, lifting appliances and lifting machines.
In addition to the above, under the WSHA, inspectors appointed by the CWSH may, amongst others,
enter, inspect and examine any workplace and any machinery, equipment, plant, installation or article at
any workplace, to make such examination and inquiry as may be necessary to ascertain whether the
provisions of the WSHA are complied with, to take samples of any material or substance found in a
workplace or being discharged from any workplace for the purpose of analysis or test, to assess the
levels of noise, illumination, heat or harmful or hazardous substances in any workplace and the exposure
levels of persons at work therein and to take into custody any article in the workplace which is required
for the purpose of an investigation or inquiry under the WSHA.
96
Furthermore, the owner of a crane shall ensure that the crane is of good construction, sound material
and adequate strength, free from patent defects, and properly maintained. Where the capacity of the
crane used in a worksite is variable, a capacity chart which sets out the safe loads for various lengths of
the job at various angles and radial distances shall be provided. Before any crane is put into service for
the first time in the worksite, the crane shall also be thoroughly examined and inspected by a competent
person and that such examination and test is conducted by an authorised examiner. The operator of a
crane shall take such measures as are necessary to ensure that a suspended load is not moved over any
person in the worksite and shall ensure that no load is left suspended on the crane when it is not in use.
Under the WSHA, the CWSH may issue a stop-work order in respect of a workplace if he is satisfied that
(i) the workplace is in such condition, or is so located, or any part of the machinery, equipment, plant or
article in the workplace is so used, that any process or work carried on in the workplace cannot be
carried on with due regard to the safety, health and welfare of persons at work; (ii) any person has
contravened any duty imposed by the WSHA; or (iii) any person has done any act, or has refrained from
doing any act which, in the opinion of the CWSH, poses or is likely to pose a risk to the safety, health and
welfare of persons at work. The stop-work order shall direct the person served with the order to
immediately cease to carry on any work indefinitely or until such measures as are required by the CWSH
have been taken to remedy any danger so as to enable the work in the workplace to be carried on with
due regard to the safety, health and welfare of the persons at work.
Workplace Safety and Health (Operation of Cranes) Regulations 2011 (WSHR Crane
Regulations)
More specific duties imposed on a registered crane operator are set out in Regulation 16 of the WSHR
Crane Regulations.
Pursuant to the WSHR Crane Regulations, only registered crane operators are allowed to operate a
mobile or tower crane (Cranes) in a workplace. A person who intends to operate Cranes will be
required to apply to the Commissioner for Workplace Safety and Health (Commissioner) for approval to
register as a crane operator, which requirements include:
(a)
the successful completion of a training course acceptable to the Commissioner on the operation of
a mobile crane or tower crane;
(b)
in the opinion of the Commissioner, having sufficient experience in operating a mobile crane or
tower crane and having passed a proficiency test acceptable to the Commissioner; or
(c)
the possession of any other equivalent qualification acceptable to the Commissioner.
In addition to the above, the Commissioner may require the applicant to produce a current medical
certificate from a registered medical practitioner which certifies that the applicant is medically fit to
operate a mobile crane or tower crane. Once the Commissioner has approved the application to register
as a crane operator, the certificate of registration will be valid for a period of two years from the date of
registration or for a shorter period as the Commissioner may specify.
Under the WSHR Crane Regulations, any registered crane operator may be required to produce his
certificate of registration for inspection by inspectors appointed by the Commissioner. The Commissioner
may suspend or cancel the registration of any registered crane operator if the Commissioner is satisfied
that the registered crane operator has (i) obtained his registration under the WSHR Crane Regulations by
means of fraud, false representation or the concealment of any material fraud; (ii) has been certified by a
registered medical practitioner to be unfit to operate a mobile crane or a tower crane; or (iii) has failed to
comply with any of the duties set out in the WSHR Crane Regulations.
97
Similarly, crane contractors must be approved by the Commissioner to carry out installation, repair,
alteration and dismantling of Cranes (Operations). Upon successful application, the applicant receives
a certificate of approval which is valid for two years from the date of approval. Crane contractors must
ensure that the Operations are carried out in accordance with a manufacturers manual which contains
instructions on safe procedures for such operations, or where such manual is unavailable, ensure that the
Operations are carried out under the immediate supervision of an authorised examiner. The said cranes
cannot be used unless they have been tested and certified safe by an authorised examiner for the
operations for which they are intended.
Service Lifespan of Mobile Cranes
Requirements under the Occupational Safety and Health Division (MOM)

The service lifespan of mobile cranes in Singapore is regulated by the Occupational Safety and Health
Division under the MOM, whose primary role is to regulate and reduce the number of crane accidents
caused by a technical failure of the cranes. Currently the maximum service lifespan of a mobile crane is
as follows:
(a)
For cranes with lifting capacities of 50 tonnes and below, the maximum service lifespan from the
date of manufacture will be 20 years;
(b)
For cranes with lifting capacities above 50 tonnes but not more than 100 tonnes, the maximum
service lifespan from the date of manufacture will be 25 years; and
(c)
For cranes with lifting capacities of 100 tonnes and above, the maximum service lifespan from the
date of manufacture will be 30 years.
Requirements set out by HDB

As part of the HDBs requirements for crane companies intending to supply and lease their mobile cranes
to be used at HDBs worksites, the age of the mobile cranes must not exceed 15 years from the date of
manufacture.
The HDB has the right to restrict any crane operator from all HDB worksites for a period of at least three
months if they are found to be negligent or have used sub-standard materials or have flouted any basic
safety measures.
Employment of Foreign Workers
The employment of foreign workers in Singapore is governed by the Employment of Foreign Manpower
Act (Chapter 91A) (the EFMA) and regulated by the MOM. In Singapore, under Section 5(1) of the
EFMA, no person shall employ a foreign employee unless he has obtained in respect of the foreign
employee a valid work pass from the MOM, which allows the foreign employee to work for him. Any
person who fails to comply with or contravenes Section 5(1) of the EFMA shall be guilty of an offence and
shall:
(a)
be liable on conviction to a fine of not less than $5,000 and not more than $30,000 or to
imprisonment for a term not exceeding 12 months or to both; and
(b)
on a second or subsequent conviction:

(i)
in the case of an individual, be punished with a fine of not less than $10,000 and not more
than $30,000 and with imprisonment for a term of not less than one month and not more
than 12 months; or
(ii)
in any other case, be punished with a fine of not less than $20,000 and not more than
$60,000.
98
The availability of the foreign workers to the construction industry is also regulated by the MOM through
the imposition of the following conditions and requirements:
(a)
Approved source countries

Construction companies are only allowed to employ construction workers from approved source
countries. The approved source countries are Malaysia, the Peoples Republic of China (PRC),
NTS (Non-Traditional sources) countries and NAS (Non-Asian sources) countries. NTS
countries consist of India, Sri Lanka, Thailand, Bangladesh, Myanmar and the Philippines. NAS
countries consist of Hong Kong Special Administrative Region, Macau Special Administrative
Region, South Korea and Taiwan. Additions to and removals from the list of approved source
counties will increase or reduce the availability of foreign workers and affect the cost of labour
correspondingly.
Construction companies must have prior approval from the MOM to employ foreign workers from
NTS countries and the PRC. The prior approval indicates the number of foreign workers a company
is allowed to bring in from NTS countries and the PRC. It indicates the number of workers who can
have their work permits renewed or who can be transferred from another company in Singapore.
No such approval is required in respect of workers from NAS countries and Malaysia. Prior
approvals from the MOM are given based on (i) the duration of the work permits applied for; (ii) the
number of full-time local workers employed by the company over the past three months as reflected
in the companys CPF contribution statements; (iii) the number of man-years allocated to the
company (for main contractors) or directly allocated from the companys main contractor (for subcontractors); and (iv) the balance of the companys quota.
Foreign construction workers would be required to obtain the following in order to work in
Singapore:
Requirement
Type of Workers
Skills Evaluation Certificate or Skills Evaluation

Certificate (Knowledge) issued or accepted by BCA
NTS countries, NAS countries, the

PRC and Malaysia
Secondary 4 education or its equivalent
Malaysia
Attend and pass full day Construction Safety

Orientation Course(1)

PRC and Malaysia
Pass medical examination by doctor registered in

Singapore

PRC and Malaysia
Note :
(1)
Employers who fail to ensure that their workers take and pass the Construction Safety Orientation Course will be
barred from applying for new work permits for three months while the affected workers will have their work permits
revoked.
In respect of construction workers from NTS countries and the PRC, basic skilled workers are
allowed to work up to a maximum of 10 years, while higher skilled workers would be allowed to
work up to a maximum of 22 years. A transition period of up to 31 December 2015 is given to
employers to upgrade their workers from basic skilled to higher skilled. There is no maximum
period of employment for workers from Malaysia or NAS countries. These workers can work up to
60 years old.
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(b)
Imposition of security bonds and levies

The employment of foreign workers is also subject to the payment of levies. For the construction
sector, employers pay the requisite levy according to the qualification of the foreign workers
employed. The levy rates for the construction sector are as follows:
Worker category
Monthly levy ($)
Higher skilled(1) and on MYE (Man-year entitlements)
300
Basic skilled(2) and on MYE
550
Higher skilled, experienced and exempted from MYE(3)
700
Basic skilled, experienced and exempted from MYE
950
Notes:
(1)
Higher skilled workers refer to workers who are :
registered with Core Trade;
issued with trade certifications recognised by the BCA and who possess at least four years of construction
experience in Singapore; or
under the Multi-skilled Scheme.
(2)
Basic skilled workers refer to workers who possess the Malaysian Certificate of Education (Sijil Pelajaran Malaysia)
or its equivalent and/or Skills Evaluation Certificate or Skills Evaluation Certificate (Knowledge) issued or accepted
by BCA.
(3)
To be exempted from MYE, the foreign worker must have at least two years of working experience in Singapore
which is relevant to the construction sector.
For each construction worker from a NAS country, NTS country or the PRC that has been
successfully granted a work permit, a security bond in the form of a bankers guarantee or
insurance guarantee is required to be furnished to the Controller of Work Passes before such
workers arrival in Singapore, failing which the entry will not be allowed.
(c)
Dependency ceilings based on ratio of local to foreign workers

The number of foreign workers that an employer is allowed to hire is limited by dependency ratio,
which for the construction sector is as at the Latest Practicable Date set at a ratio of one full-time
local worker to seven foreign workers. This means that for every full-time Singaporean or Singapore
permanent resident employed by a company in the construction sector with regular full month CPF
contributions made by the employer, such company may employ seven foreign workers.
(d)
Quotas based on MYE in respect of workers from NTS and the PRC
Man-year entitlements represent the total number of such workers that each main contractor is
allocated (based on number of man-years, which is equivalent to one year of employment under a
work permit) for a specific construction project based on the value of the project. Companies are
subject to MYE when employing workers from NTS countries and the PRC for construction
projects. However, construction workers from NTS countries or the PRC, who have worked with an
employer for a cumulative period of two or more years in the construction industry, may be hired by
the main contractor without need for MYE.
Only main contractors may apply for MYE. All levels of sub-contractors are required to obtain their
MYE allocation from their main contractors. A main contractor may award any number of MYE to its
sub-contractor so long as it is within the number of MYE allocated to it. Main contractors cannot
allocate or sell their MYE to other contractors not involved in the same project. Main contractors
which do so will be barred from applying for new work permits in the future.
100
MYE will expire on the date of completion of the relevant project. However, the main contractor may
request to extend the MYE validity period if the projects completion date has been extended. As
MYE are given based on a projects value, a main contractor can request for an increase if the
project value has increased due to additional work or variation order(s) awarded by the developer.
In addition to the above, employers are also required to comply with the conditions of the work permits
granted to them, such as requirement to provide acceptable accommodation for their foreign workers.
Other conditions of the work permits which employers of foreign construction workers are also required to
comply with include the following:
(a)
that the foreign worker performs only those construction activities specified in the conditions;
(b)
ensuring that the foreign worker is not sent to work for any other person, except as provided for in
the conditions;
(c)
providing safe working conditions for the foreign worker; and
(d)
purchasing and maintaining medical insurance with coverage of at least $15,000 per 12-month
period of the foreign workers employment (or for such shorter period where the workers period of
employment is less than 12 months) for the foreign workers in-patient care and day surgery except
as the Controller of Work Passes may otherwise provide in writing. Where the employer purchases
group medical insurance policy for his foreign employees, the employer shall not be considered to
have satisfied the obligation under this condition unless the terms of the employers group medical
insurance policy are such that each and every individual foreign employee is concurrently covered
to the extent required in the foregoing.
Apart from the EFMA, an employer of foreign workers is also subject to, among others, the provisions set
out in the:
(a)
Employment Act (Chapter 91 of Singapore), which sets out requirements with respect to the terms
of contracts of services, the payment of salary, rest days, hours of work and other conditions of
service (including over time limits) which are applicable to an employer of both local and foreign
workers; and
(b)
Immigration Act (Chapter 133 of Singapore),
and the regulations made thereunder.

Work Injury Compensation
The Work Injury Compensation Act (Chapter 354) (WICA), which is regulated by the MOM, applies to
workmen in all industries in respect of injury suffered by them in the course of their employment and sets
out, amongst others, the amount of compensation they are entitled to and the method(s) of calculating
such compensation. The WICA provides that if in any employment, personal injury by accident arising out
of and in the course of the employment is caused to a workman, the employer shall be liable to pay
compensation in accordance with the provisions of the WICA.
The WICA provides, amongst others, that, where any person (referred to as the principal) in the course of
its business or for the purpose of his trade or business contracts with any other person (referred to as the
contractor) for the execution by the contractor of the whole or any part of any work undertaken by the
principal, the principal shall be liable to pay to any workman employed in the execution of the work any
compensation which he would have been liable to pay if that workman had been immediately employed
by the principal.
101
The Workmens Compensation (Amendment) Act of 2008 amended the WICA and, amongst others,
extended its coverage and revised compensation norms.
To the best of our Directors knowledge, as at the Latest Practicable Date, we have obtained all requisite
approvals and licences and we are in compliance with all laws and regulations that would materially affect
our business operations. Our Directors are not aware of any reasons which would cause or lead to nonrenewal of any of the necessary licences, permits, certificates and/or approvals for our business
operations.
102
EXCHANGE CONTROLS
Currently there are no Singapore governmental laws, decrees, regulations and other legislation that may
affect the following:
(a)
the import or export of capital, including the availability of cash and cash equivalents for use by our
Group; and
(b)
the remittance of dividends, interest or other payments to non-resident holders of our Companys
securities.
103

MANAGEMENT REPORTING STRUCTURE
Our management reporting structure as at the Latest Practicable Date is set out below:
Board of Directors
Executive Chairman
Ng Chui Hwa
CEO
Jovan Yap
Financial Controller
Tan Keng Hean
Executive Director
(Business
Development)
Ivy Yap
Technical Director
Yap Sian Lay
Finance Manager
Ma Weisi
DIRECTORS
Our Directors are entrusted with the responsibility for the overall management of our Group. The
particulars of our Directors as at the date of this Offer Document are set out below:
Name
Age
Address
Designation
Ng Chui Hwa(1)
59
1B Brizay Park
Singapore 279965
Executive Chairman
Jovan Yap(1)(2)
34
1B Brizay Park
Singapore 279965
Executive Director and CEO
Ivy Yap(1)(2)
35
1B Brizay Park
Singapore 279965
Executive Director
(Business Development)
Goh Boon Chye
61
28 Merryn Avenue
Singapore 298601
Lead Independent Director
Lim Kee Way Irwin
49
24 Nim Green
Singapore 807643
Independent Director
Lau Yan Wai
36
7L Hillcrest Road
Hillcrest Villa
Singapore 286694
Independent Director
Notes:
(1)
Ng Chui Hwa is the mother of Jovan Yap and Ivy Yap.
(2)
Jovan Yap and Ivy Yap are siblings.
104

Information on the business and working experience, education and professional qualifications, if any, and
areas of responsibilities of our Directors is set out below:
Ng Chui Hwa is our Executive Chairman and was appointed to our Board on 7 October 2014. She is
responsible for charting and reviewing the overall strategic direction of our Group and maintaining
relationships with our customers and suppliers. Since 1974, Ng Chui Hwa has been involved in various
aspects of the crane rental business such as customer service as well as the operations, finance and
administrative functions. With her accumulated experience and business network, she subsequently
assumed responsibility for the business development, finance and administrative functions of Moh Seng
and Company, a partnership business she owned together with our Executive Officer, Yap Sian Lay. In
1987, Ng Chui Hwa and Yap Sian Lay founded MS Cranes to corporatise the crane rental business of
Moh Seng and Company. Since then, she has led our Group to grow progressively to become one of the
leading crane rental companies in Singapore. Ng Chui Hwa has completed secondary school education
with Singapore-Cambridge General Certificate of Education Ordinary Level in Singapore.
Jovan Yap is our Executive Director and CEO and was appointed to our Board on 21 May 2014. He is
responsible for the overall management of our Groups operations and supports our Executive Chairman
in developing the corporate and business development strategies of our Group. Jovan Yap joined our
Group in 2001 as a crane attendant. Since then, he has progressed to assume various junior and senior
positions in different functions within our Group. In the last 13 years, Jovan Yap has also spearheaded the
modernisation of our fleet of cranes and implemented information technology systems to enhance the
productivity and efficiency of our operations. Jovan Yap was a recipient of the Successful Entrepreneur
Award (2011) organised by GRC Press Holdings, the Entrepreneur of the Year Award (2012) jointly
organised by the Association of Small and Medium Enterprises and the Rotary Club of Singapore, and
the Spirit of Enterprise Award (2013) organised by Spirit of Enterprise. Jovan Yap graduated with a
Diploma in Business Administration from the PSB Academy.
Ivy Yap is our Executive Director (Business Development) and was appointed to our Board on 7 October
2014. She is responsible for overseeing the business development and procurement as well as the
administrative functions of our Group. She began her career in the hospitality industry with the Shangri-La
Group in 2005 as a management trainee for 18 months at the Traders Hotel Singapore. Subsequently,
she was seconded to Shangri-La Singapore as an assistant outlet manager and in 2008 was promoted
and transferred to Traders Hotel Singapore as an outlet manager. In 2010, Ivy Yap joined our Group as
general manager. Ivy Yap attained her Bachelor of Science in Business Administration from the Central
Michigan University in 2000. She also holds a Master of Business Administration and a Graduate
Certificate in Human Resource Management both from the Keller Graduate School of Management.
Goh Boon Chye is our Independent Director and was appointed to our Board on 7 October 2014. He is
currently the managing director of MG Capital (Asia) Limited. From 2010 to 2012, he was a consultant to
KS Energy Services Limited, a company listed on the Main Board of the SGX-ST, on matters relating to
mergers and acquisitions. Prior to this, Goh Boon Chye held various positions in KS Energy Services
Limited between 1999 and 2010, including chief financial officer, executive director, chief operating officer,
chief business development officer and managing director (group distribution business). From 1987 to
1999, Goh Boon Chye was the managing director of Ampwatts Electric Pte Ltd, and from 1985 to 1987,
he was the financial controller of Motorola Electronics Pte Ltd. Between 1984 and 1985, Goh Boon Chye
was the group financial controller of the KBC Group, Malaysia, and prior to that, between 1978 and 1983,
he was the financial controller of Parker Hannifin Singapore Private Limited. He was an audit assistant in
Arthur Anderson & Company from 1976 to 1978. Goh Boon Chye graduated with a Bachelor of
Accountancy from the National University of Singapore in 1976, and is a Fellow of the Institute of
Singapore Chartered Accountants. He holds a Master of Business Administration from Oklahoma City
University.
105

Lim Kee Way Irwin is our Independent Director and was appointed to our Board on 7 October 2014. He
is currently the managing director of Inflexion Ventures Private Ltd., which is a business advisory and
investment firm. He also serves as an independent director and chairman of the audit committee for
Lifebrandz Ltd. which is listed on the Main Board of the SGX-ST. Lim Kee Way Irwin began his career in
1990 as a senior development officer with the Economic Development Board of Singapore. In 1993, he
joined Technomic International Inc., a United States headquartered consulting firm specialising in market
penetration and investment strategies, initially as an associate and was promoted to senior associate in
1995. Subsequently in 1996, Lim Kee Way Irwin joined Transpac Capital Pte Ltd, a venture capital and
private equity firm, as a senior investment manager, responsible for investment and portfolio management
in the Asia Region. In 2000, he joined Murray Johnstone Private Equity as associate director, and later in
the same year joined Asiavest Partners, TCW/YFY (S) Private Ltd. as executive director where he headed
the firms investment in the Southeast Asian region. He joined United Test and Assembly Center Ltd in
2003, as the group vice-president of corporate development, where he helped spearhead the listing of the
company in 2004. He assumed the role of group chief financial officer from 2007 to 2013 where he was
responsible for the mergers and acquisitions as well as the financial, treasury, legal, corporate
communications and investor relations functions of the group. He holds a Master of Science in
Management from the Imperial College of Science, Technology and Medicine, University of London, and
a Bachelor of Science from Columbia University in the city of New York.
Lau Yan Wai is our Independent Director and was appointed to our Board on 7 October 2014. He is
currently a director of Equity Law LLC in Singapore and practices in the field of corporate and securities
law. Lau Yan Wai started practice as an associate in the corporate and conveyancing department of
Jeyaratnam & Chong, a law firm based in Malaysia in 2003 and left the firm in 2004. He joined
KhattarWong LLP, a Singapore law firm as a foreign lawyer in 2005 and became a partner of the firm in
2010. From 2011 to 2014, Lau Yan Wai was a partner at RHTLaw Taylor Wessing LLP as well as a
registered professional with RHT Capital Pte. Ltd., a Catalist continuing sponsor registered with the SGXST, where he had undertaken continuing activities for several companies listed on Catalist. Lau Yan Wai
graduated with a Bachelor of Laws from the University of Sheffield in 1999 and a Master of Laws
(Chinese Law) from the National University of Singapore in 2005. He also holds a Master of Science in
Information Systems from the University of Sheffield in 2001. Lau Yan Wai is qualified to practise law in
Singapore and West Malaysia and is a member of the Singapore Academy of Law, the Law Society of
Singapore and the Malaysian Bar.
Goh Boon Chye and Lim Kee Way Irwin have prior experience as directors of public listed companies in
Singapore. Lau Yan Wai has experience in a broad scope of transactions in the area of corporate finance
including acting as issuers counsel and underwriters counsel for initial public offerings on the SGX-ST
and is familiar with the roles and responsibilities of a director of a company listed on the SGX-ST. He was
also a registered professional registered with the SGX-ST. Ng Chui Hwa, Jovan Yap and Ivy Yap do not
have prior experience as directors of public listed companies in Singapore but have received relevant
training to familiarise themselves with the roles and responsibilities of a director of a company listed on
the SGX-ST.
Our Executive Officer, Yap Sian Lay, is the spouse of our Executive Chairman, Ng Chui Hwa. Our
Executive Directors Jovan Yap and Ivy Yap are the children of Ng Chui Hwa and Yap Sian Lay. Save as
disclosed, none of our Directors has any family relationship with another Director or with any Executive
Officer or Substantial Shareholder of our Company.
There is no agreement or arrangement with our Substantial Shareholders, customers, suppliers or any
other person pursuant to which we will appoint any of them or any person nominated by any of them as
our Director.
106

None of our Independent Directors sits on the board of any of our subsidiaries. The list of present and
past directorships of each Director in the last five years preceding the date of this Offer Document
excluding those held in our Company, is set out below:
Name
Present Directorships
Past Directorships
Ng Chui Hwa
Group corporations
MS Cranes
Group corporations
Nil
Other corporations
NY
YSL
Other corporations
Nil
Group corporations
MS Cranes
MS Equipment
Group corporations
Nil
Other corporations
GMS JV
Other corporations
Nil
Group corporations
MS Equipment
MS Services
Group corporations
Nil
Other corporations
Nil
Other corporations
Nil
Group corporations
Nil
Group corporations
Nil
Other corporations
Atlantic Navigation Holdings
(Singapore) Limited
MG Capital (Asia) Limited
Other corporations
Atlantic Marine Service Egypt
Atlantic Esbjerg Limited
Atlantic Oilfield Services Ltd (Alternate
Director)
Blue Ocean Explorer Ltd
Casadilla Group Pte. Ltd.
Forest Green Enterprise
GlobalTech Offshore & Marine Pte. Ltd.
GlobalTech Systems Engineering Pte Ltd
Harta Holding Pte. Ltd. (in liquidation)
Harta Offshore & Marine Services Pte. Ltd.
(in liquidation)
Jambi Supply Base Pte. Ltd. (in liquidation)
KS Capital Equipment (HK) Limited
KS Discovery Ltd
KS Discovery (HK) Limited
KS Discoverer 2 (HK) Limited
KS Discoverer 2 Pte. Ltd.
KS Discoverer 4 Pte. Ltd.
KS Fabrication and Engineering Pte. Ltd.
KS Flow Control Pte. Ltd.
KS Offshore & Marine Services Inc.
KS Oil Rig Services Inc.
KS Oilfield Equipment Pte. Ltd.
KS Oilfield Services Ltd
KS Oilfield Support Ltd
KS Technical Resources (HK) Limited
Jovan Yap
Ivy Yap
Goh Boon Chye
107

Name
Past Directorships
KS Venture Pte. Ltd.
KSAM2 Petrodrill Offshore Inc
MG (Asia) Consultancy Pte. Ltd.
(formerly known as Zero Plastic
Technologies Pte. Ltd.)
New Strong Group Limited
PNT (Asia Pacific) Limited (formerly known as
KS Oilfield Support (Asia Pacific) Limited)
QIM Ventures Limited
S & E Cumford (Malaysia) Sdn Bhd
S & E Cumford (Thailand) Ltd
S & E Tech Pte. Ltd.
SSH Corporation Ltd.
United Oilfield Services Pte. Ltd. (in liquidation)
Yakki International Pte. Ltd.
Lim Kee Way Irwin
Lau Yan Wai
Group corporations
Nil
Group corporations
Nil
Other corporations
Inflexion Ventures Private Ltd.
Lifebrandz Ltd.
Other corporations
Amaan & Fatheen Pte. Ltd.
Metech International Limited (formerly known
as Centillion Environment & Recycling
Limited)
Powertech Technology (Singapore) Pte. Ltd.
(formerly known as Nepes Pte. Ltd.)
Semiconductor Manufacturing International
(AT) Corporation
Timerson Limited
UGS America Sales Inc
United Test and Assembly Center Ltd
UTAC Asia Limited
UTAC DG America, Inc (formerly known as
ASAT Inc)
UTAC DG Singapore Pte. Ltd. (formerly known
as ASAT (S) Pte Ltd)
UTAC Dongguan Ltd (formerly known as ASAT
Semiconductor (Dongguan) Limited)
UTAC Group Global Sales Ltd
UTAC Hong Kong Limited
UTAC Thai Limited
UTAC (Taiwan) Corporation
Group corporations
Nil
Group corporations
Nil
Other corporations
Equity Law LLC
Other corporations
RHT Compliance Solutions Sdn Bhd
108

EXECUTIVE OFFICERS
Our day-to-day operations are entrusted to our Executive Directors who are assisted by an experienced
and qualified team of Executive Officers. The particulars of our Executive Officers are set out below:
Name
Age
Address
Current Occupation
Yap Sian Lay
61
1B Brizay Park
Singapore 279965
Technical Director
Tan Keng Hean
35
Blk 353 Kang Ching Road

#02-49
Singapore 610353
Financial Controller
Ma Weisi
28
Blk 337 Sembawang Crescent

#16-174
Singapore 750337
Finance Manager
Information on the business and working experience, education and professional qualifications, if any, and
areas of responsibilities of our Executive Officers is set out below:
Yap Sian Lay is our Technical Director. He has more than 40 years of experience in the various technical
aspects of mobile cranes and is responsible for overseeing the maintenance, repair and reconditioning of
our lifting and hauling fleet. Yap Sian Lay has been in the mobile crane business since his teenage years,
starting in various junior positions and progressing from the position of crane operator. He founded our
Group in 1987 to corporatise the crane rental business of Moh Seng and Company, a partnership which
he owned together with our Executive Chairman, Ng Chui Hwa. He has completed primary school
education in Singapore.
Tan Keng Hean is our Financial Controller. He joined our Group in June 2014 and is responsible for
overseeing the accounting and finance function of our Group. Tan Keng Hean has over 10 years of
experience in audit, accounting and finance including preparation and reporting of financial results under
the Singapore Financial Reporting Standards. Tan Keng Hean started his career in 2003 with Ernst &
Young LLP in Malaysia as an audit associate. From 2007 to 2009, he was an audit manager with the
Assurance and Advisory Business Services department of Ernst & Young LLP in Singapore. From 2009 to
2012, Tan Keng Hean was a finance manager with HTL International Holdings Limited. From 2013 to
2014, Tan Keng Hean was the assistant finance controller of TEE International Limited. Tan Keng Hean
has been a Fellow of the Association of Chartered Certified Accountants since 2010. He has also been a
member of the Malaysian Institute of Certified Public Accountants since 2008 and a Chartered
Accountant with the Malaysian Institute of Accountants since 2007. Tan Keng Hean obtained his Bachelor
of Accounting (with Honours) from the University of Malaya in 2004.
Ma Weisi is our Finance Manager. She joined our Group in March 2014 and assists our Financial
Controller in managing the accounting and finance function of our Group including supervising the
preparation of accounts, monitoring of cash flow as well as consolidation of financial results and
reporting. Prior to joining our Group, from 2009 to 2014, Ma Weisi was an auditor with the Assurance and
Advisory Business Services department of Ernst & Young LLP in Singapore where she progressed from
an audit assistant to an audit supervisor. Ma Weisi has been a Certified Public Accountant (Australia)
since 2012. Ma Weisi obtained her Bachelor of Accounting (First Class Honours) from the Nanyang
Technological University in 2009.
109

Save as disclosed in the Directors section of this Offer Document, none of our Executive Officers has
any family relationship with another Executive Officer or with any Director or Substantial Shareholder of
our Company.
There is no agreement or arrangement with our Substantial Shareholders, customers, suppliers or any
other person pursuant to which we will appoint any of them or any person nominated by any of them as
our Executive Officer.
The list of present and past directorships of each Executive Officer in the last five years preceding the
date of this Offer Document excluding those held in our Company, is set out below:
Name
Past Directorships
Yap Sian Lay
Group corporations
MS Cranes
Group corporations
MS Services
Other corporations
Hui Ze Zun Wang Temple Ltd
NY
YSL
Other corporations
Nil
Group corporations
Nil
Group corporations
Nil
Other corporations
Nil
Other corporations
Nil
Group corporations
Nil
Group corporations
Nil
Other corporations
Nil
Other corporations
Nil
Tan Keng Hean
Ma Weisi
110

STAFF
As at 30 April 2014, we have a workforce of 95 full-time employees. We do not experience any significant
seasonal fluctuations in our number of employees. We do not employ a significant number of temporary
employees.
None of our employees is unionised. There has not been any incidence of work stoppages or labour
disputes that has affected our operations. Accordingly, we consider our relationship with our employees to
be good.
The number of employees of our Group as at the end of each of the financial years ended 30 April 2012,
2013 and 2014, segmented by function are as follows:
Function
Management(1)
Operations(2)
Finance, Human Resource and
Administration
Total
As at
30 April 2012
Number of Employees
As at
30 April 2013
As at
30 April 2014
4
66
4
73
5
84
74
81
95
Notes:
(1)
Executive Directors and Executive Officers are classified under management. The number of employees in this function as
at 30 April 2014 excludes Tan Keng Hean, as he joined our Group in June 2014.
(2)
Includes crane operators, riggers, signallers, sales and marketing personnel and other staff involved in the operations of our
Group.
All of our employees were based in Singapore during the Periods Under Review.
The increase in the overall number of employees of our Group is in line with the increase in our overall
business activities.
Save for CPF contributions, we have not set aside or accrued any amounts to provide for pension,
retirement or similar benefits for any of our employees.
111

REMUNERATION OF DIRECTORS, EXECUTIVE OFFICERS AND RELATED EMPLOYEES
Directors and Executive Officers
The remuneration paid to our Directors and Executive Officers (which includes benefits-in-kind and
bonuses) for services rendered to us on an aggregate basis and in remuneration bands of $250,000(1)
during FY2013 and FY2014 (being the two most recent completed financial years) and as estimated for
FY2015, excluding bonuses under any profit-sharing plan or any other profit-linked agreement(s), is as
follows:
FY2013
FY2014
FY2015
(estimated)
Directors
Ng Chui Hwa
Jovan Yap
Ivy Yap
Goh Boon Chye
Lim Kee Way Irwin
Lau Yan Wai
Band A
Band A
Band A
(2)
(2)
(2)
Band A
Band A
Band A
(2)
(2)
(2)
Band
Band
Band
Band
Band
Band
Executive Officers
Yap Sian Lay
Tan Keng Hean
Ma Weisi
Band B
(2)
(2)
Band B
(2)
Band A
Band A
Band A
Band A
A
B
B
A
A
A
Notes:
(1)
Band A: Compensation from $0 to $250,000 per annum.

Band B: Compensation from $250,001 to $500,000 per annum.
(2)
Not in our employment during the relevant periods.
Related Employees
As at the Latest Practicable Date, aside from Yap Sian Lay, we have one employee who is related to our
Directors or Substantial Shareholders. He is Ng King Wat (Supervisor at MS Services), who is the brother
of our Executive Chairman, Ng Chui Hwa. His remuneration in each of FY2013 and FY2014, which
included salary, bonus, CPF and benefits-in-kind, was less than $250,000. The basis of determining the
remuneration of related employees is the same as the basis of determining the remuneration of other
unrelated employees.
Save as disclosed above, as at the Latest Practicable Date, none of our employees are related to our
Directors or Substantial Shareholders.
The remuneration of employees who are related to our Directors or Substantial Shareholders will be
reviewed annually by our Remuneration Committee to ensure that their remuneration packages are in line
with our staff remuneration guidelines and commensurate with their respective job scopes and level of
responsibilities. Any bonuses, pay increments and/or promotions for these related employees will also be
subject to the review and approval of our Remuneration Committee. In addition, any new employment of
related employees and the proposed terms of their employment will be subject to the review and approval
of our Nominating Committee. In the event that a member of our Remuneration Committee or Nominating
Committee is related to the employee under review, he will abstain from the review.
We will disclose in our annual report details of the remuneration of employees who are related to our
Directors or Substantial Shareholders, and whose remuneration exceeds $50,000 during each year in
incremental bands of $50,000.
112

SERVICE AGREEMENTS
Our Company has entered into service agreements (collectively the Service Agreements and each a
Service Agreement) with each of the following persons, namely our Executive Chairman, Ng Chui
Hwa, our Executive Director and CEO, Jovan Yap, our Executive Director (Business Development), Ivy
Yap and our Executive Officer, Yap Sian Lay (collectively the Executives and each an Executive). The
Service Agreements are valid for an initial period of three years upon admission of our Company to
Catalist. Upon the expiry of the initial period of three years, their employment shall be automatically
renewed for a further period of three years on such terms and conditions as the parties may agree.
During the initial period of three years, either party may terminate the Service Agreement at any time by
giving to the other party not less than six months notice in writing, or in lieu of notice, payment of an
amount equivalent to six months salary based on the Executives last drawn monthly salary. Our Group
may terminate the employment of each of the Executives at any time without notice or payment in lieu of
notice under the following circumstances:
(i)
if the Executive is guilty of any wilful misconduct in the discharge of his duties and responsibilities;
or
(ii)
in the event of any serious or repeated breach or non-observance by the Executive of any of the
stipulations contained in the Service Agreement.
Our Company may also terminate the employment of each of the Executives at any time with immediate
effect, by service of notice in writing, if the Executive shall, inter alia, at any time:
(i)
become bankrupt or make any composition or enter into any deed of arrangement with his or her
creditors;
(ii)
become of unsound mind; or
(iii)
commit any act of criminal breach of trust or dishonesty.
Under the Service Agreements, each of the Executives has covenanted not to do business with any
person who has done business with us or entice away any of our employees in connection with the
carrying on of any business similar to or in competition with our business for 12 months after ceasing to
be employed by our Group. Each of the Executives has also covenanted not to carry on any activity or
business in competition with us within Singapore or any country in which we have operations or carried
on business, for 12 months after ceasing to be employed under his or her Service Agreement.
All reasonable travelling, hotel and other expenses incurred by them in connection with our business will
also be borne by us. In addition, all reasonable medical expenses of the Executives shall be reimbursed
by us in accordance with our personnel policy. Ng Chui Hwa and Jovan Yap are each entitled to the use
of a car of their choice to be provided by our Company and our Company shall pay for all costs and
expenses for the ownership and maintenance in respect of the cars.
Each of the Executives is entitled to an annual fixed bonus of one month of his or her last drawn salary.
Other than Jovan Yap, none of the other Executives is entitled to an annual performance bonus that is
based on the audited PBT of our Group, but they are eligible to be considered for a discretionary bonus.
The monthly salary of Jovan Yap pursuant to his Service Agreement is $22,000. In addition to the one
months annual fixed bonus, Jovan Yap is entitled to receive an annual performance bonus based on the
audited PBT of our Group, provided that he is under the employment of our Group on the last day of the
relevant financial year. PBT shall in relation to each financial year mean our Groups audited consolidated
profit before tax (after deducting profit before tax attributable to minority interests and excluding
extraordinary items) and before awarding the performance bonus. The amount of annual performance
bonus payable to Jovan Yap will be determined as follows:
Performance Bonus
Where PBT is less than $3.5 million
None
Where PBT is $3.5 million or more
5% of PBT
113

Had the Service Agreements been in existence since the beginning of FY2014, the aggregate
remuneration paid to Ng Chui Hwa, Jovan Yap, Ivy Yap and Yap Sian Lay would have been approximately
$1.1 million instead of $0.8 million, our PBT would have been approximately $3.5 million (instead of $3.8
million) and our PAT would have been approximately $2.9 million (instead of $3.2 million).
Save as disclosed, there are no existing or proposed service agreements between our Group and any of
our Directors. There are no existing or proposed service agreements entered or to be entered into by our
Directors with our Company or our subsidiaries which provide for benefits upon termination of
employment.
Save as disclosed above, there are no bonus or profit-sharing plans or any other profit-linked agreements
or arrangements between our Company and any of our Directors, Executive Officers or employees.
CORPORATE GOVERNANCE
Our Directors recognise the importance of corporate governance and the offering of high standards of
accountability to our Shareholders. Our Board of Directors has formed three committees: (i) the
Nominating Committee; (ii) the Remuneration Committee; and (iii) the Audit Committee.
We have six Directors on our Board of Directors, of which three are Independent Directors. Our
Independent Directors do not have any existing business or professional relationship of a material nature
with our Group, or with the other Directors and/or Substantial Shareholders. Our Independent Directors
are not related to our other Directors and/or Substantial Shareholders.
In addition, in view that Ng Chui Hwa, our Executive Chairman, is part of the management team and not
an Independent Director, we have appointed Goh Boon Chye as our Lead Independent Director. The
Lead Independent Director will be available to Shareholders where they have concerns which contact
through the normal channels of our Executive Chairman, CEO and Executive Directors and/or Financial
Controller has failed to resolve or for which such contact is inappropriate.
Nominating Committee
Our Nominating Committee comprises Goh Boon Chye, Lim Kee Way Irwin and Lau Yan Wai. The
chairman of our Nominating Committee is Goh Boon Chye.
Our Nominating Committee will be responsible for:
(a)
recommending the appointment of new Directors and re-nomination of our Directors having regard
to each Directors contribution and performance;
(b)
determining annually whether or not a Director is independent;
(c)
deciding whether or not a Director is able to and has been adequately carrying out his duties as a
Director, taking into account his commitments outside our Group including his principal occupation
and board representations on the board of other companies;
(d)
assessing the effectiveness of the Board as a whole and the contribution of each Director to the
effectiveness of the Board;
(e)
reviewing succession plans for Directors, in particular, the Chairman and the CEO;
(f)
reviewing the training and professional development programs for the Board;
(g)
determining and recommending to the Board the maximum number of listed company board
representations which any Director may hold and disclosing this in our Companys annual report;
and
114

(h)
reviewing and approving the employment of persons related to our Directors or Substantial
Shareholders and the proposed terms of their employment.
Each member of our Nominating Committee shall abstain from voting on any resolutions in respect of the
assessment of his performance, independence or re-nomination as Director.
Generally, our Nominating Committee does not appoint new directors, but nominates them to the Board
which retains the final discretion in appointing such new directors.
Our Nominating Committee will decide how our Boards performance is to be evaluated and will propose
objective performance criteria, subject to the approval of our Board, which address how our Board has
enhanced long term Shareholders value.
Our Nominating Committee, after having considered the following:
(a)
the principal occupation and commitments of our Independent Directors, including the number of
listed company board representations that each of them has;
(b)
the confirmations by our Independent Directors that they are able to devote sufficient time and
attention to the matters of our Group;
(c)
the professional experience and expertise of our Independent Directors; and
(d)
Goh Boon Chye and Lim Kee Way Irwin are serving on the boards of listed companies which do
not have the same financial year ends as our Group,
is of the opinion that Goh Boon Chye, Lim Kee Way Irwin and Lau Yan Wai are suitable to be appointed
as our Independent Directors. Goh Boon Chye and Lim Kee Way Irwin have also obtained the consent of
the respective nominating committees of the listed companies whom they serve as directors with regard
to their appointment as our Independent Directors.
Remuneration Committee
Our Remuneration Committee comprises Goh Boon Chye, Lim Kee Way Irwin and Lau Yan Wai. The
chairman of our Remuneration Committee is Lau Yan Wai.
Our Remuneration Committee will recommend to our Board a framework of remuneration for our
Directors and Executive Officers, and determine specific remuneration packages for each Executive
Director.
The recommendations of our Remuneration Committee will be submitted for endorsement by our entire
Board. All aspects of remuneration, including but not limited to directors fees, salaries, allowances,
bonuses, options and benefits-in-kind shall be covered by our Remuneration Committee. Each member of
the Remuneration Committee shall abstain from voting on any resolutions in respect of his remuneration
package. The remuneration of employees who are related to our Directors or Substantial Shareholders
will also be reviewed annually by our Remuneration Committee to ensure that their remuneration
packages are in line with our staff remuneration guidelines and commensurate with their respective job
scopes and level of responsibilities. Our Remuneration Committee will also review and approve any
bonuses, pay increments and/or promotions for these related employees.
Audit Committee
Our Audit Committee comprises Goh Boon Chye, Lim Kee Way Irwin and Lau Yan Wai. The chairman of
our Audit Committee is Lim Kee Way Irwin.
Our Audit Committee will assist our Board in discharging their responsibility to safeguard our assets,
maintain adequate accounting records and develop and maintain effective systems of internal control,
with the overall objective of ensuring that our management creates and maintains an effective control
environment in our Group.
115

Our Audit Committee will provide a channel of communication between our Board, our management and
our external auditors on matters relating to audit.
Our Audit Committee shall meet periodically to perform the following functions:
(a)
review, with the internal and external auditors, the audit plans, scope of work, their evaluation of
our system of internal controls, audit reports, their management letters and our managements
response and the results of audits compiled by our internal and external auditors;
(b)
review the periodic consolidated financial statements and results announcements before
submission to our Board for approval, focusing on significant adjustments to the financial
statements, major risk areas, changes in accounting policies, compliance with financial reporting
standards, compliance with the Catalist Rules and other statutory and regulatory requirements,
concerns and issues arising from their audits including any matters which the auditors may wish to
discuss in the absence of management, where necessary, before submission to our Board for
approval;
(c)
review and report to the Board, at least annually, the effectiveness and adequacy of our internal
control procedures addressing financial, operational and compliance risks and discuss issues and
concerns, if any, arising from the internal audits;
(d)
review and discuss with our external and internal auditors (if any), any suspected fraud, irregularity
or infringement of any relevant laws, rules and regulations, which has or is likely to have a material
impact on our Groups operating results or financial position and our managements response;
(e)
review our financial risk areas, with a view to providing an independent oversight on our Groups
financial reporting, the outcome of such review to be disclosed in the annual reports or if the
findings are material, to be immediately announced via SGXNET;
(f)
review and approve all hedging policies and instruments (if any) to be implemented by our Group;
(g)
review the co-operation given by our management to our internal and external auditors;
(h)
review the independence and objectivity of the internal and external auditors as well as consider
the appointment or re-appointment of the internal and external auditors, including approving the
remuneration and terms of engagement of the internal and external auditors;
(i)
review and ratify any interested person transactions falling within the scope of Chapter 9 of the
Catalist Rules;
(j)
review potential conflicts of interests (if any) and set out a framework to resolve or mitigate any
potential conflicts of interests;
(k)
review the procedures by which employees of our Group may, in confidence, report to the chairman
of our Audit Committee, possible improprieties in matters of financial reporting or other matters and
ensure that there are arrangements in place for independent investigation and follow-up actions
thereto;
(l)
review our Groups compliance with such functions and duties as may be required by statute or the
Catalist Rules, and such amendments made thereto from time to time;
(m)
undertake such other reviews and projects as may be requested by our Board, and report to our
Board its findings from time to time on matters arising and requiring the attention of our Audit
Committee; and
(n)
undertake generally such other functions and duties as may be required by law or the Catalist
Rules, and by such amendments made thereto from time to time.
116

Apart from the duties listed above, our Audit Committee shall commission and review the findings of
internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal
controls or infringement of any Singapore law, rule or regulation which has or is likely to have a material
impact on our Groups operating results and/or financial position. Each member of our Audit Committee
shall abstain from voting on any resolutions in respect of matters in which he is interested.
Our Audit Committee shall also commission an annual internal control audit until such time as our Audit
Committee is satisfied that our Groups internal controls are robust and effective enough to mitigate our
Groups internal control weakness (if any). Prior to the decommissioning of such annual audit, our Board
is required to report to the Sponsor on how the key internal control weaknesses have been rectified, and
the basis for the decision to decommission the annual internal control audit. Thereafter, such audits may
be initiated by our Audit Committee as and when it deems fit to satisfy itself that our Groups internal
controls remain robust and effective. Upon completion of the internal control audit, appropriate disclosure
will be made via SGXNET of any material, price-sensitive internal control weaknesses and any follow-up
actions to be taken by our Board.
Currently, based on the internal controls established and maintained by our Group, work performed by the
internal and external auditors, and reviews performed by our management, our Board, with the
concurrence of our Audit Committee, is of the opinion that the internal controls of our Group are adequate
to address financial, operational and compliance risks of our Group.
Our Audit Committee, after having:
(a)
conducted interviews with our Financial Controller, Tan Keng Hean;
(b)
considered the qualifications and past working experiences of Tan Keng Hean (as described in the
Directors, Executive Officers and Staff section of this Offer Document);
(c)
considered Tan Keng Hean having demonstrated sufficient competency in financial matters in
connection with the preparation for the listing of our Company on Catalist; and
(d)
noted the absence of negative feedback from our Groups Auditors and Reporting Accountants,
is of the view that Tan Keng Hean is suitable for the position of Financial Controller of our Group.
Further, after making all reasonable enquiries, and to the best of their knowledge and belief, nothing has
come to the attention of our Audit Committee to cause them to believe that Tan Keng Hean does not have
the competence, character and integrity expected of a financial controller of a listed company.
BOARD PRACTICES
Our Articles of Association provide that our Board will consist of not less than two Directors. None of our
Directors is appointed for any fixed terms.
Generally, our Directors are appointed by our Shareholders at a general meeting, and an election of
Directors takes place annually. One-third (or the number nearest one-third) of our Directors, are required
to retire from office at each annual general meeting. Every Director must retire from office at least once in
every three years. However, a retiring Director is eligible for re-election at the meeting at which he retires.
117

In general, transactions between our Group and any of its interested persons (namely, our Directors, CEO
or Controlling Shareholders or their respective Associates) are known as interested person transactions.
The following discussion on material interested person transactions for the last three financial years
ended 30 April 2012, 2013 and 2014 and the period from 1 May 2014 to the Latest Practicable Date (the
Relevant Period), is based on our Group and interested persons as construed accordingly.
Save as disclosed below and in the Restructuring Exercise section of this Offer Document, none of our
Directors, CEO, Controlling Shareholders or their respective Associates (each, an interested person) was
or is interested in any material transaction undertaken by our Group for the Relevant Period.
PAST TRANSACTIONS
Sale of Robinson Square Property to YSL
YSL is an investment holding company incorporated in Singapore and is wholly owned in equal
proportions by our Executive Chairman, Ng Chui Hwa and our Executive Officer, Yap Sian Lay, who are
also our Controlling Shareholders.
On 15 September 2014, MS Cranes entered into a sale and purchase agreement with YSL for the sale of
the Robinson Square Property at a sale price of $3,400,000. The sale is conditional upon, inter alia, the
registration of the Offer Document in connection with the listing of our Company on Catalist and
completion of the sale will take place five business days after the listing of our Company on Catalist. The
amount payable for the acquisition of the Robinson Square Property by YSL will be settled in full on
completion of the sale by way of setting-off certain amounts owing by MS Cranes to Ng Chui Hwa, Yap
Sian Lay and Jovan Yap, as disclosed below.
Our Directors are of the view that the sale and purchase of the Robinson Square Property was
transacted on normal commercial terms and on an arms length basis, as the sale consideration was
based on an independent valuation conducted on the Robinson Square Property.
Sale of Thomson Ridge Shophouse to NY
NY is an investment holding company incorporated in Singapore and is wholly owned in equal
proportions by our Executive Chairman, Ng Chui Hwa and our Executive Officer, Yap Sian Lay, who are
also our Controlling Shareholders.
On 15 September 2014, MS Services entered into a sale and purchase agreement with NY for the sale of
the Thomson Ridge Shophouse at a sale price of $4,500,000. The sale is conditional upon, inter alia, the
registration of the Offer Document in connection with the listing of our Company on Catalist and
completion of the sale will take place five business days after the listing of our Company on Catalist. The
amount payable for the acquisition of the Thomson Ridge Shophouse by NY will be settled in full on
completion of the sale by way of setting-off certain amounts owing by MS Cranes to Ng Chui Hwa and
Yap Sian Lay and amounts owing by MS Services to Ivy Yap and Yap Sian Lay (as disclosed below).
Our Directors are of the view that the sale and purchase of the Thomson Ridge Shophouse was
transacted on normal commercial terms and on an arms length basis, as the sale consideration was
based on an independent valuation conducted on the Thomson Ridge Shophouse.
Amounts owing by our Group to Interested Persons
There were certain amounts owing by our Group to our Executive Directors, namely, Ng Chui Hwa, Jovan
Yap, Ivy Yap and our Controlling Shareholder, Yap Sian Lay, in the past years arising from directors fees
not collected by them and dividends declared but not paid in the previous years for the purpose of
retaining these amounts in our Group for working capital purposes. These amounts owing were interestfree, unsecured and had no fixed terms of repayment. The amounts owing by our Group to Ng Chui Hwa,
Jovan Yap, Ivy Yap and Yap Sian Lay as at the end of FY2012, FY2013, FY2014 and as at the Latest
Practicable Date were as follows:
118

Amounts owing by our
Group to Interested
Persons
As at
30 April 2012
($000)
As at
30 April 2013
($000)
As at
30 April 2014
($000)
As at the Latest
Practicable Date
($000)
Ng Chui Hwa
Jovan Yap
Ivy Yap
Yap Sian Lay
1,675
1,293
305
2,079
2,039
1,541
338
2,663
1,924
1,491
286
2,547
1,924
1,491
286
2,547
Total
5,352
6,581
6,248
6,248
The entire outstanding amounts owing will be fully offset against the amount payable for the acquisition of
the Robinson Square Property and the Thomson Ridge Shophouse at completion of the sale and
purchase transactions referred to in the above sections, which will take place five business days after the
listing of our Company on Catalist. During the Relevant Period, the largest amounts owed by our Group to
Ng Chui Hwa, Jovan Yap, Ivy Yap and Yap Sian Lay based on month-end balances of such amounts
owing to them, were approximately $2.0 million, $1.5 million, $0.3 million and $2.7 million respectively.
Provision of Personal Guarantees
Our Executive Directors, namely Ng Chui Hwa, Jovan Yap and Ivy Yap and our Controlling Shareholder,
Yap Sian Lay, have in the past provided the following personal guarantees to secure banking facilities
granted to our Group:
Financial
Institution /
Lender
Personal
Guarantee(s)
Provided by
Type of
Facilities
Amount
Guaranteed
($000)
Largest Amount of
Facilities Outstanding
during the Relevant Period
($000)
United Overseas
Bank Limited
Yap Sian Lay,

Ng Chui Hwa and
Jovan Yap
Term Loan
2,642
812
Malayan Banking
Berhad
Yap Sian Lay and

Ivy Yap
Term Loan
900
900
The above term loans were in relation to the Robinson Square Property and the Thomson Ridge
Shophouse and have been fully redeemed in connection with the sale of these investment properties to
YSL and NY.
As no consideration was paid by our Group to any of the above interested persons for the provision of the
aforesaid personal guarantees, the above arrangements were not carried out on an arms length basis.
Our Directors are of the view that the guarantees were provided on terms beneficial to our Group. As at
the Latest Practicable Date, the guarantees set out above have been discharged.
PRESENT AND ON-GOING TRANSACTIONS
Transactions with Hwee Guan Pte. Ltd. (Hwee Guan)
Hwee Guan is a Singapore incorporated company which was established in July 2003. The shareholders
and directors of Hwee Guan are Yap Sin Wee (40.0%) and his children, Yap Chin Chye (30.0%) and Yap
Chin Guan (30.0%). Yap Sin Wee is the adopted brother of our Controlling Shareholder, Yap Sian Lay.
Hwee Guan is primarily involved in the provision of cranes and crane-operator services.
119

Our Group may rent mobile cranes to and from Hwee Guan from time to time to meet the requirements of
our respective customers. Our Group may also provide one-off repair services for cranes to Hwee Guan.
The value of the aforesaid transactions made between our Group and Hwee Guan during the Relevant
Period was as follows:
FY2012
($000)
FY2013
($000)
FY2014
($000)
1 May 2014 to Latest

Practicable Date
($000)
Rental of mobile cranes from

Hwee Guan
13
30
18
Rental of mobile cranes and

provision of repair services to
Hwee Guan
Total
13
33
19
10
The rental of mobile cranes by MS Cranes to Hwee Guan, and vice versa, as well as the provision of
one-off repair services for cranes to Hwee Guan, were conducted on normal commercial terms and on an
arms length basis having regard to the prevailing market rates for such rental and provision of services
and comparable to terms transacted with other unrelated parties. After our admission to Catalist, all future
transactions with Hwee Guan will be conducted in accordance with such guidelines as prescribed in the
Review Procedures for Future Interested Person Transactions section of this Offer Document and
Chapter 9 of the Catalist Rules.
Provision of Personal Guarantees
As at the Latest Practicable Date, our Executive Directors, namely, Ng Chui Hwa and Jovan Yap and our
Controlling Shareholder, Yap Sian Lay, have provided the following personal guarantees to secure
banking facilities granted to our Group:
Date of
Provision of
Guarantee
Largest
Amount of
Facilities
Outstanding
during the
Amount
Relevant
Guaranteed
Period
($000)
($000)
Amount
Outstanding
as at the
Latest
Practicable
Date
($000)
Financial
Institution /
Lender
Personal
Guarantee(s)
Provided by
Type of
Facilities
24 March
2010
United Overseas
Bank Limited
Ng Chui Hwa
and
Yap Sian Lay
Hire
Purchase
Facility
4,500
4,160
906
1 April
2010
United Overseas
Bank Limited
Ng Chui Hwa
and
Yap Sian Lay
Hire
Purchase
Facility
6,108
6,108
3,761
23 December
2010
Hong Leong
Finance
Limited
Ng Chui Hwa,
Jovan Yap
and
Yap Sian Lay
Hire
Purchase
Facility
1,389
1,389
777
29 March
2011
Oversea-Chinese
Banking
Corporation
Limited
Ng Chui Hwa,
Jovan Yap
and
Yap Sian Lay
Hire
Purchase
Facility
176
176
39
26 June
2012
Malayan Banking
Berhad
Ng Chui Hwa
and
Yap Sian Lay
Hire
Purchase
Facility
3,605
3,605
2,345
120
Date of
Provision of
Guarantee
Financial
Institution /
Lender
Personal
Guarantee(s)
Provided by
Type of
Facilities
Largest
Amount of
Facilities
Outstanding
during the
Amount
Relevant
Guaranteed
Period
($000)
($000)
Amount
Outstanding
as at the
Latest
Practicable
Date
($000)
21 January
2013
Singapura
Finance Ltd
Ng Chui Hwa,
Jovan Yap
and
Yap Sian Lay
Hire
Purchase
Facility
1,147
1,147
835
12 March
2013
Singapura
Finance Ltd
Ng Chui Hwa,
Jovan Yap
and
Yap Sian Lay
Hire
Purchase
Facility
129
129
60
15 March
2013
United Overseas
Bank Limited
Ng Chui Hwa,
Jovan Yap
and
Yap Sian Lay
Hire
Purchase
Facility
2,958
2,880
2,069
7 January
2014
United Overseas
Bank Limited
Ng Chui Hwa,
Jovan Yap
and
Yap Sian Lay
Hire
Purchase
Facility
7,088
6,995
6,485
13 January
2014
Hong Leong
Finance Limited
Ng Chui Hwa,
Jovan Yap
and
Yap Sian Lay
Hire
Purchase
Facility
154
154
126
26 February
2014
Hong Leong
Finance Limited
Ng Chui Hwa,
Jovan Yap
and
Yap Sian Lay
Hire
Purchase
Facility
56
56
47
6 March
2014
Oversea-Chinese
Banking
Corporation
Limited
Ng Chui Hwa,
Jovan Yap
and
Yap Sian Lay
Foreign
exchange
4,000
1,817
12 March
2014
Hong Leong
Finance Limited
Ng Chui Hwa,
Jovan Yap
and
Yap Sian Lay
Hire
Purchase
Facility
30
30
26
18 March
2014
Hong Leong
Finance Limited
Ng Chui Hwa,
Jovan Yap
and
Yap Sian Lay
Hire
Purchase
Facility
79
79
68
20 March
2014
Oversea-Chinese
Banking
Corporation
Limited
Ng Chui Hwa,
Jovan Yap
and
Yap Sian Lay
Hire
Purchase
Facility
1,529
1,529
1,481
30 May
2014
Hong Leong
Finance Limited
Ng Chui Hwa,
Jovan Yap
and
Yap Sian Lay
Hire
Purchase
Facility
465
465
428
121
Date of
Provision of
Guarantee
Financial
Institution /
Lender
Personal
Guarantee(s)
Provided by
Type of
Facilities
Largest
Amount of
Facilities
Outstanding
during the
Amount
Relevant
Guaranteed
Period
($000)
($000)
Amount
Outstanding
as at the
Latest
Practicable
Date
($000)
4 July
2014
Hong Leong
Finance Limited
Ng Chui Hwa,
Jovan Yap
and
Yap Sian Lay
Hire
Purchase
Facility
24
24
23
17 July
2014
Hong Leong
Finance Limited
Ng Chui Hwa,
Jovan Yap
and
Yap Sian Lay
Hire
Purchase
Facility
144
144
135
25 July
2014
United Overseas
Bank Limited
Ng Chui Hwa,
Jovan Yap
and
Yap Sian Lay
Term Loan for

20 Years,
Money Market
Loan,
Overdraft,
Performance
Guarantee,
Credit Card
and Foreign
Exchange
21,342
20,723
11,677
25 July
2014
United Overseas
Bank Limited
Jovan Yap
Hire
Purchase
Facility
5,355
5,186
5,131
25 September
2014
Hong Leong
Finance Limited
Ng Chui Hwa,
Jovan Yap
and
Yap Sian Lay
Hire
Purchase
Facility
67
67
66
As no consideration was paid by our Group to any of the above interested persons for the provision of the
aforesaid personal guarantees, the above arrangements were not carried out on an arms length basis.
Our Directors are of the view that the guarantees were provided on terms beneficial to our Group.
Subsequent to the Placement, the above-named guarantors intend to obtain a release and discharge of
the above guarantees from the respective financial institutions by substituting the same with other
securities to be furnished by our Group that are acceptable to these financial institutions, if required. Our
Directors do not expect any material change in the terms and conditions of the relevant credit facilities
arising from the discharge of the above guarantees. Nevertheless, should any of the financial institutions
be unwilling to release and discharge the above guarantees and/or provide financing on comparable or
better terms, the guarantors will continue to provide the guarantees without receiving any consideration
(monetary or otherwise).
122

REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS
To ensure that future transactions with interested persons are undertaken on normal commercial terms
and are consistent with our Groups usual business practices and policies, which are generally no more
favourable than those extended to unrelated third parties, the following procedures will be implemented
by our Group.
In relation to any purchase of products or procurement of services from interested persons, quotes from
at least two unrelated third parties in respect of the same or substantially the same type of transactions
will be used as comparison wherever possible. The purchase price, procurement price or fee for services
shall not be higher than the most competitive price of the two comparative prices from the two unrelated
third parties. Our Audit Committee will review the comparables, taking into account, the suitability, quality
and cost of the product or service, and the experience and expertise of the supplier.
In relation to any sale of products or provision of services to interested persons, the price and terms of
two other completed transactions of the same or substantially the same type of transactions to unrelated
third parties are to be used as comparison wherever possible. The interested persons shall not be
charged at rates lower than that charged to the unrelated third parties.
All interested persons transactions above $100,000 are to be approved by a Director who shall not be an
interested person in respect of the particular transaction. Any contracts to be made with an interested
person shall not be approved unless the pricing is determined in accordance with our usual business
practices and policies, consistent with the usual margin given or price received by us for the same or
substantially similar type of transactions between us and unrelated third parties and the terms are no
more favourable than those extended to or received from unrelated third parties.
For the purposes above, where applicable, contracts for the same or substantially similar type of
transactions entered into between us and unrelated third parties will be used as a basis for comparison to
determine whether the price and terms offered to or received from the interested persons are no more
favourable than those extended to unrelated third parties. In the event that it is not possible to obtain
appropriate information for comparative purposes, the matter will be referred to our Audit Committee and
our Audit Committee will determine whether the relevant price and terms are fair and reasonable and
consistent with our Groups usual business practices.
In addition, we shall monitor all interested person transactions entered into by us by categorising the
transactions as follows:
(i)
a category one interested person transaction is one where the value thereof is equal to or in
excess of 3.0% of the NTA of our Group; and
(ii)
a category two interested person transaction is one where the value thereof is below 3.0% of the
NTA of our Group.
Category one interested person transactions must be approved by our Audit Committee prior to entry.
Category two interested person transactions need not be approved by our Audit Committee prior to
entry but shall be reviewed on a half-yearly basis by our Audit Committee.
When renting properties from or to an interested person, our Directors shall take appropriate steps to
ensure that such rent is commensurate with the prevailing market rates, including adopting measures
such as making relevant enquiries with landlords of similar properties and obtaining suitable reports or
reviews published by property agents (as necessary), including independent valuation reports by property
valuers, where appropriate. The rent payable shall be based on the most competitive market rental rate of
similar properties in terms of size and location, based on the results of the relevant enquiries. Such
transactions shall be subject to review by our Audit Committee on a half-yearly basis.
123

We will prepare relevant information to assist our Audit Committee in its review. Our Audit Committee will
include the review of interested person transactions as part of its procedures while examining the
adequacy of our internal controls. Further, if during these periodic reviews, our Audit Committee believes
that the guidelines and procedures as stated above are not sufficient to ensure that the interests of
minority Shareholders are not prejudiced, we will adopt new guidelines and procedures. Our Audit
Committee may request for an independent financial advisers opinion if it deems fit.
Before any agreement or arrangement with an interested person that is not in the ordinary course of
business of our Group is transacted, prior approval must be obtained from our Audit Committee. In the
event that a member of our Audit Committee is interested in any interested person transactions, he will
abstain from reviewing that particular transaction. Any decision to proceed with such an agreement or
arrangement would be recorded for review by our Audit Committee.
We will also comply with the provisions in Chapter 9 of the Catalist Rules in respect of all future
interested person transactions, and if required under the Catalist Rules, the Companies Act or the SFA,
we will seek independent Shareholders approval for such transactions. In particular, interested persons
and their Associates shall abstain from voting on resolutions approving interested person transactions
involving themselves and our Group. In addition, such interested persons shall not act as proxies in
relation to such resolutions unless specific instructions as to voting have been given by the Shareholders.
Our Board will also ensure that all disclosure, approval and other requirements on interested person
transactions, including those required by prevailing legislation, the Catalist Rules and accounting
standards are complied with.
124

INTERESTS OF DIRECTORS, CONTROLLING SHAREHOLDERS OR THEIR ASSOCIATES
In general, a conflict of interests situation arises when any of our Directors, Controlling Shareholders or
their Associates carries on or has any interest in any other corporation carrying on the same business or
dealing in similar products as our Group.
Hwee Guan is engaged in the business of providing cranes and crane-operator services. The
shareholders and directors of Hwee Guan are Yap Sin Wee (40.0%) and his children, Yap Chin Chye
(30.0%) and Yap Chin Guan (30.0%). Yap Sin Wee is the adopted brother of our Controlling Shareholder,
Yap Sian Lay.
From time to time, our Group may rent mobile cranes to and from Hwee Guan to meet the requirements
of our respective customers. We may also provide one-off repair services for cranes to Hwee Guan.
Please refer to the Interested Person Transactions section of this Offer Document for further details on
the transactions between our Group and Hwee Guan.
Notwithstanding the above, our Directors are of the view that the relationship between Yap Sian Lay and
Yap Sin Wee does not pose a risk of conflict of interests in view of the following:
(i)
None of our Controlling Shareholders or Executive Directors have any shareholding interest in
Hwee Guan or are involved in the management of Hwee Guan, and vice versa. Further, none of
our Controlling Shareholders or Executive Directors have any influence over the management of
Hwee Guan, and vice versa;
(ii)
Yap Sian Lay, Ng Chui Hwa, Jovan Yap and Ivy Yap have undertaken that for as long as each of
them remains as a Substantial Shareholder, Director or Executive Officer of our Group, they will not
use, divulge or communicate to any shareholder, director or employee of Hwee Guan any
confidential information related to our Groups business, customers or business associates or make
use of such confidential information for the benefit of Hwee Guan or any shareholder, director or
employee of Hwee Guan;
(iii)
In addition to the non-competition undertakings under their service agreements, Yap Sian Lay, Ng
Chui Hwa, Jovan Yap and Ivy Yap will undertake that as long as each of them remains as a
Substantial Shareholder, Director or Executive Officer of our Group, they will not directly or
indirectly acquire any shareholding interest in Hwee Guan or provide any financial assistance to
Hwee Guan;
(iv)
Our Audit Committee will review any proposed transactions between our Group and Hwee Guan in
accordance with the review procedures as stated in the Interested Person Transactions Review
Procedures for Future Interested Person Transactions section of this Offer Document in ensuring
that such transactions are entered into on normal commercial terms; and
(v)
Our Group does not currently view Hwee Guan as a competitor as our Directors believe that Hwee
Guan operates a smaller fleet of mobile cranes with lower lifting capacities of up to 70 tonnes. In
comparison, as at the Latest Practicable Date, our Group has a fleet of 25 mobile cranes with lifting
capacities ranging from 25 tonnes to 750 tonnes.
Save as disclosed above and in the Interested Person Transactions section of this Offer Document,
during the Periods Under Review and the period from 1 May 2014 to the Latest Practicable Date:
(i)
none of our Directors, CEO, Controlling Shareholders or any of their respective Associates has any
interest, direct or indirect, in any material transactions to which our Company or any of our
subsidiaries was or is a party;
(ii)
interest, direct or indirect, in any entity carrying on the same business or dealing in similar products
which competes materially and directly with the existing business of our Group; and
125

(iii)
interest, direct or indirect, in any enterprise or company that is our customer or supplier of goods
and services.
INTERESTS OF EXPERTS
None of the experts named in this Offer Document:
(i)
is employed on a contingent basis by our Company or our subsidiaries;
(ii)
has a material interest, whether direct or indirect, in our Shares or in the shares of our subsidiaries;
or
(iii)
has a material economic interest, whether direct or indirect, in our Company, including having an
interest in the success of the Placement.
INTERESTS OF SPONSOR, ISSUE MANAGER AND PLACEMENT AGENT

In the reasonable opinion of our Directors, the Sponsor, Issue Manager and Placement Agent does not
have a material relationship with our Company save for the following:
(i)
UOB is the Sponsor, Issue Manager and Placement Agent for the Placement;
(ii)
UOB will be the continuing Sponsor of our Company for a period of three years from the date our
Company is admitted and listed on Catalist;
(iii)
UOB is the Receiving Bank for the Placement;
(iv)
UOB is the Principal Banker of the Group; and
(v)
UOB, its subsidiaries, Associated Companies and/or its affiliates (including UOB Kay Hian Holdings
Limited) (UOB Group of Companies) may, in the ordinary course of business, extend credit
facilities or engage in commercial banking, investment banking, private banking, securities trading,
asset and funds management, research, insurance and/or advisory services with any member of
our Group, their respective affiliates and/or our Shareholders, and may receive a fee in respect
thereof. In addition, in the ordinary course of its business, any member of the UOB Group of
Companies may at any time offer or provide services to or engage in any transactions (on its own
account or otherwise) with any member of our Group, their respective affiliates, our Shareholders,
or any other entity or person, and may receive a fee in respect thereof. This may include but is not
limited to, holding long or short positions in securities issued by any member of our Group and
their respective affiliates, and trading or otherwise effecting transactions, for its own account or the
accounts of its customers, in debt or equity (or related derivative instruments) of any member of
our Group and their respective affiliates.
Please refer to the Management and Placement Arrangements section of this Offer Document for further
details on our management and placement arrangements.
126
CLEARANCE AND SETTLEMENT

Upon listing and quotation on Catalist, our Shares will be traded under the book-entry settlement system
of the CDP, and all dealings in and transactions of our Shares through Catalist will be effected in
accordance with the terms and conditions for the operation of Securities Accounts with the CDP, as
amended from time to time.
Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on behalf of
persons who maintain, either directly or through Depository Agents, Securities Accounts with CDP.
Persons named as direct Securities Account holders and Depository Agents in the Depository Register
maintained by the CDP, rather than CDP itself, will be treated, under our Articles of Association and the
Companies Act, as members of our Company in respect of the number of Shares credited to their
respective Securities Accounts.
Persons holding the Shares in Securities Accounts with CDP may withdraw the number of Shares they
own from the book-entry settlement system in the form of physical share certificates. Such share
certificates will, however, not be valid for delivery pursuant to trades transacted on Catalist, although they
will be prima facie evidence of title and may be transferred in accordance with our Articles of Association.
A fee of $10.00 for each withdrawal of 1,000 Shares or less and a fee of $25.00 for each withdrawal of
more than 1,000 Shares is payable upon withdrawing our Shares from the book-entry settlement system
and obtaining physical share certificates. In addition, a fee of $2.00 or such other amount as our Directors
may decide, is payable to the share registrar for each share certificate issued and a stamp duty of $10.00
is also payable where our Shares are withdrawn in the name of the person withdrawing our Shares or
$0.20 per $100.00 or part thereof of the last transacted price where it is withdrawn in the name of a third
party. Persons holding physical share certificates who wish to trade on Catalist must deposit with CDP
their share certificates together with the duly executed and stamped instruments of transfer in favour of
CDP, and have their respective Securities Accounts credited with the number of Shares deposited before
they can effect the desired trades. A fee of $10.00 is payable upon the deposit of each instrument of
transfer with CDP. The above fees may be subject to such charges as may be in accordance with CDPs
prevailing policies or the current tax policies that may be in force in Singapore from time to time.
Transactions in our Shares under the book-entry settlement system will be reflected by the sellers
Securities Account being debited with the number of Shares sold and the buyers Securities Account
being credited with the number of Shares acquired. No transfer stamp duty is currently payable for our
Shares that are settled on a book-entry basis.
A Singapore clearing fee for trades in our Shares on Catalist is payable at the rate of 0.04% of the
transaction value subject to a maximum of $600.00 per transaction. The clearing fee, instrument of
transfer deposit fee and share withdrawal fee may be subject to Singapore GST at the prevailing rate of
7.0% (or such other rate prevailing from time to time).
Dealing in our Shares will be carried out in Singapore dollars and will be effected for settlement on CDP
on a scripless basis. Settlement of trades on a normal ready basis on Catalist generally takes place on
the third Market Day following the transaction date, and payment for the securities is generally settled on
the following business day. CDP holds securities on behalf of investors in Securities Accounts. An investor
may open a direct account with CDP or a sub-account with a CDP Depository Agent. The CDP
Depository Agent may be a member company of the SGX-ST, bank, merchant bank or trust company.
127
GENERAL AND STATUTORY INFORMATION

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS
1.
Save as disclosed below, none of our Directors, Executive Officers or Controlling Shareholders is
or was involved in any of the following events:
(a)
had at any time during the last ten years, an application or a petition under any bankruptcy
laws of any jurisdiction filed against him or against a partnership of which he was a partner
at the time when he was a partner or at any time within two years from the date he ceased
to be a partner;
(b)
had at any time during the last ten years, an application or a petition under any law of any
jurisdiction filed against an entity (not being a partnership) of which he was a director or an
equivalent person or a key executive, at the time when he was a director or an equivalent
person or a key executive of that entity or at any time within two years from the date he
ceased to be a director or an equivalent person or a key executive of that entity, for the
winding up or dissolution of that entity or, where that entity is the trustee of a business trust,
that business trust, on the ground of insolvency;
(c)
has any unsatisfied judgment against him;
(d)
has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or
dishonesty, which is punishable with imprisonment, or has been the subject of any criminal
proceedings (including any pending criminal proceedings of which he is aware) for such
purpose;
(e)
has been convicted of any offence, in Singapore or elsewhere, involving a breach of any law
or regulatory requirement that relates to the securities or futures industry in Singapore or
elsewhere, or has been the subject of any criminal proceedings (including pending criminal
proceedings of which he is aware) for such breach;
(f)
at any time during the last ten years, had judgment entered against him in any civil
proceedings in Singapore or elsewhere involving a breach of any law or regulatory
requirement that relates to the securities or futures industry in Singapore or elsewhere, or a
finding of fraud, misrepresentation or dishonesty on his part, or been the subject of any civil
proceedings (including any pending civil proceedings of which he is aware) involving an
allegation of fraud, misrepresentation or dishonesty on his part;
(g)
has been convicted in Singapore or elsewhere of any offence in connection with the
formation or management of any entity or business trust;
(h)
has been disqualified from acting as a director or an equivalent person of any entity
(including the trustee of a business trust), or from taking part directly or indirectly in the
management of any entity or business trust;
(i)
has been the subject of any order, judgment or ruling of any court, tribunal or governmental
body permanently or temporarily enjoining him from engaging in any type of business
practice or activity;
(j)
has ever, to his knowledge, been concerned with the management or conduct, in Singapore
or elsewhere, of the affairs of:
(i)
any corporation which has been investigated for a breach of any law or regulatory
requirement governing corporations in Singapore or elsewhere;
(ii)
any entity (not being a corporation) which has been investigated for a breach of any
law or regulatory requirement governing such entities in Singapore or elsewhere;
128

(iii)
any business trust which has been investigated for a breach of any law or regulatory
requirement governing business trusts in Singapore or elsewhere; or
(iv)
any entity or business trust which has been investigated for a breach of any law or
regulatory requirement that relates to the securities or futures industry in Singapore or
elsewhere,
in connection with any matter occurring or arising during the period when he was so
concerned with the entity or business trust; or
(k)
has been the subject of any current or past investigation or disciplinary proceedings, or has
been reprimanded or issued any warning, by the Authority or any other regulatory authority,
exchange, professional body or governmental agency, whether in Singapore or elsewhere.
Disclosures pertaining to Goh Boon Chye

In 2006, Goh Boon Chye was interviewed by the Commercial Affairs Department (CAD) to assist
in investigations on certain share trading activities by certain persons. In 2010, he was requested
by the CAD to provide clarifications on some documents relating to an acquisition by a listed
company, of which he was a director. Goh Boon Chye has confirmed that he was not the subject of
investigation in connection with each of the aforesaid cases.
Goh Boon Chye was a director of Jambi Supply Base Pte. Ltd. which was compulsorily wound-up
in 2010 on the ground of insolvency. The shareholders of Jambi Supply Base Pte. Ltd. were KS
Energy Limited (listed on the Main Board of the SGX-ST) and PT Jambi Energy International
Central. He was a nominee director representing KS Energy Limiteds interest in Jambi Supply
Base Pte. Ltd..
CHANGES IN SHARE CAPITAL
2.
Save as disclosed below, there were no changes in the issued and paid-up capital of our Company
and our subsidiaries within the three years preceding the Latest Practicable Date:
Our Company
Date of Issue
Number of
Shares Issued
Purpose
Consideration
Per Share
Resultant Issued
Share Capital
21 May 2014
Incorporation
$1
$1
Number of
Shares Issued
Purpose
Consideration
Per Share
Resultant Issued
Share Capital
500,000
Bonus Issue
$1
$1,000,000
Date of Issue
Number of
Shares Issued
Purpose
Consideration
Per Share
Resultant Issued
Share Capital
21 May 2014
Incorporation
$1
$1
MS Cranes
Date of Issue
30 November 2012
MS Equipment
129

GMS JV
Date of Issue
Number of
Shares Issued
Purpose
Consideration
Per Share
Resultant Issued
Share Capital
6 March 2013
1,500,000
Incorporation
$1
$1,500,000
3.
Save as disclosed above and in the Restructuring Exercise section of this Offer Document, no
shares in our Company or any of our subsidiaries have been issued for a consideration other than
cash during the three years preceding the date of lodgement of this Offer Document.
4.
There are no shares in our Company that are held by or on behalf of our Company or by our
subsidiaries.
MATERIAL CONTRACTS
5.
The following contracts, not being contracts entered into in the ordinary course of business, have
been entered into by our Company and our subsidiaries within the two years preceding the date of
lodgement of this Offer Document and are or may be material:
(a)
Restructuring Agreement dated 7 October 2014 entered into between our Company, Ng Chui
Hwa, Jovan Yap, Ivy Yap and Yap Sian Lay as described in the Restructuring Exercise
section of this Offer Document.
(b)
Sale and Purchase Agreement dated 15 September 2014 entered into between YSL and MS
Cranes for the latters sale of the Robinson Square Property to the former as described in
the Interested Person Transactions section of this Offer Document.
(c)
Sale and Purchase Agreement dated 15 September 2014 entered into between NY and MS
Services for the latters sale of the Thomson Ridge Shophouse to the former as described in
the Interested Person Transactions section of this Offer Document.
(d)
Shareholders Agreement dated 19 March 2013 entered into between MS Cranes and GKE
Corporation Limited pursuant to which both parties agreed to establish a joint venture
company known as GMS JV with MS Cranes holding 40.0% and GKE Corporation Limited
holding 60.0% of its issued shares respectively.
(e)
Option to Purchase dated 19 March 2013 entered into between MS Cranes and Global
Offshore & Marine Pte. Ltd. for the purchase of the Pandan Road Property.
MATERIAL LITIGATION
6.
As at the Latest Practicable Date, neither our Company nor any of our subsidiaries is engaged in
any legal or arbitration proceedings, including those which are pending or known to be
contemplated, which may have or have had during the last 12 months before the date of lodgement
of this Offer Document, a material effect on our Groups financial position or profitability.
MISCELLANEOUS
7.
Save as disclosed in Appendices A and B of this Offer Document, our Directors are not aware of
any event which has occurred since 30 April 2014 to the Latest Practicable Date, which may have
a material effect on the financial information provided in the Independent Auditors Report and the
Audited Combined Financial Statements for the Financial Years ended 30 April 2012, 2013 and
2014 and Independent Auditors Report and the Unaudited Pro Forma Group Financial
Information for the Financial Year ended 30 April 2014 set out in Appendices A and B of this Offer
Document respectively.
130

8.
Details, including the name, address and professional qualifications (including membership in a
professional body) of the auditors of our Company are as follows:
Ernst & Young LLP
One Raffles Quay
Level 18 North Tower
Singapore 048583
Partner-in-charge: Chan Yew Kiang
(a member of the Institute of Singapore Chartered Accountants)
9.
We currently have no intention of changing the auditors of our Company and our subsidiaries after
the admission of our Company to Catalist.
CONSENTS
10.
UOB, the Sponsor, Issue Manager and Placement Agent has given and has not withdrawn its
written consent to the issue of this Offer Document with the inclusion herein of its name and
references thereto in the form and context in which it appears in this Offer Document and to act in
such capacity in relation to this Offer Document.
11.
Ernst & Young LLP, the Auditors and Reporting Accountants, has given and has not withdrawn its
written consent to the issue of this Offer Document with the inclusion herein of the Independent
Auditors Report and the Audited Combined Financial Statements for the Financial Years ended 30
April 2012, 2013 and 2014 and Independent Auditors Report and the Unaudited Pro Forma
Group Financial Information for the Financial Year ended 30 April 2014 in the form and context in
which they are included and references to its name in the form and context in which it appears in
this Offer Document and to act in such capacity in relation to this Offer Document.
12.
Opal Lawyers LLC, the Solicitors to the Placement and Legal Advisers to the Company on
Singapore Law, has given and has not withdrawn its written consent to the issue of this Offer
Document with the inclusion herein of its name and references thereto in the form and context in
which it appears in this Offer Document and to act in such capacity in relation to this Offer
Document.
13.
Rodyk & Davidson LLP, the Solicitors to the Sponsor, Issue Manager and Placement Agent, has
given and has not withdrawn its written consent to the issue of this Offer Document with the
inclusion herein of its name and references thereto in the form and context in which it appears in
this Offer Document and to act in such capacity in relation to this Offer Document.
14.
Unless otherwise expressly stated herein, each of the Solicitors to the Placement and Legal
Advisers to the Company on Singapore Law, the Solicitors to the Sponsor, Issue Manager and
Placement Agent, Share Registrar and Share Transfer Office, the Principal Banker and the
Receiving Bank do not make or purport to make any statement in this Offer Document or any
statement upon which a statement in this Offer Document is based and each of them makes no
representation regarding any statement in this Offer Document and to the maximum extent
permitted by law, expressly disclaim and takes no responsibility for any liability to any person which
is based on, or arises out of, any statement, information or opinions in, or omission from, this Offer
Document.
131

DOCUMENTS AVAILABLE FOR INSPECTION
15.
Copies of the following documents may be inspected at the registered address of our Company
during normal business hours for a period of six months from the date of registration of this Offer
Document by the SGX-ST acting as agent on behalf of the Authority:
(a)
the Memorandum and Articles of Association of our Company;
(b)
the Independent Auditors Report and the Audited Combined Financial Statements for the
Financial Years ended 30 April 2012, 2013 and 2014 set out in Appendix A of this Offer
Document;
(c)
the Independent Auditors Report and the Unaudited Pro Forma Group Financial Information
for the Financial Year ended 30 April 2014 set out in Appendix B of this Offer Document;
(d)
the audited financial statements of MS Cranes and GMS JV for FY2012, FY2013 and
FY2014 (as applicable);
(e)
the material contracts referred to in paragraph 5 above;
(f)
the letters of consent referred to in paragraphs 10 to 13 above; and
(g)
the Service Agreements.
RESPONSIBILITY STATEMENT BY OUR DIRECTORS AND THE VENDOR

16.
This Offer Document has been seen and approved by our Directors and the Vendor and they
collectively and individually accept full responsibility for the accuracy of the information given in this
Offer Document and confirm after making all reasonable enquiries, that to the best of their
knowledge and belief, this Offer Document constitutes full and true disclosure of all material facts
about the Placement, our Company and our subsidiaries, and our Directors and the Vendor are not
aware of any facts the omission of which would make any statement in this Offer Document
misleading. Where information in this Offer Document has been extracted from published or
otherwise publicly available sources or obtained from a named source, the sole responsibility of our
Directors and the Vendor has been to ensure that such information has been accurately and
correctly extracted from those sources and/or reproduced in this Offer Document in its proper form
and context.
132
APPENDIX A INDEPENDENT AUDITORS REPORT AND THE AUDITED

COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED
30 APRIL 2012, 2013 AND 2014
INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF
MS HOLDINGS LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 APRIL
2012, 2013 AND 2014
29 October 2014
The Board of Directors

MS Holdings Limited
22 Pandan Road
Singapore 609274
Independent Auditors Report on the Combined Financial Statements

We have audited the accompanying combined financial statements of MS Holdings Limited (the
Company) and its subsidiaries (collectively, the Group) set out on pages A-3 to A-54, which comprise
the combined balance sheets of the Group as at 30 April 2012, 2013 and 2014, and the combined
statements of comprehensive income, combined statements of changes in equity and combined
statements of cash flows of the Group for the financial years then ended, and a summary of significant
accounting policies and other explanatory information.
Managements Responsibility for the Combined Financial Statements
Management is responsible for the preparation of combined financial statements that give a true and fair
view in accordance with Singapore Financial Reporting Standards, and for devising and maintaining a
system of internal accounting controls sufficient to provide a reasonable assurance that assets are
safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised
and that they are recorded as necessary to permit the preparation of true and fair profit and loss
accounts and balance sheets and to maintain accountability of assets.
Auditors Responsibility
Our responsibility is to express an opinion on these combined financial statements based on our audit.
We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether the combined financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the combined financial statements. The procedures selected depend on the auditors judgment, including
the assessment of the risks of material misstatement of the combined financial statements, whether due
to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the
entitys preparation and fair presentation of the combined financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by management, as well
as evaluating the overall presentation of the combined financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
A-1

30 APRIL 2012, 2013 AND 2014
INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF
MS HOLDINGS LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL YEARS ENDED 30 APRIL
2012, 2013 AND 2014
Opinion
In our opinion, the combined financial statements of the Group are properly drawn up in accordance with
Singapore Financial Reporting Standards so as to present fairly, in all material respects, the state of
affairs of the Group as at 30 April 2012, 2013 and 2014 and the results, changes in equity and cash flows
of the Group for the financial years ended on those dates.
Other Matter
This report has been prepared solely for inclusion in the Offer Document of the Company dated 29
October 2014 in connection with the proposed listing of the Companys shares on the Catalist Board of
Singapore Exchange Securities Trading Limited.
ERNST & YOUNG LLP

Public Accountants and
Chartered Accountants
Singapore
Partner-in-charge: Chan Yew Kiang (Date of appointment: since financial year ended 30 April 2014)
A-2

30 APRIL 2012, 2013 AND 2014
MS HOLDINGS LIMITED AND ITS SUBSIDIARIES
COMBINED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE FINANCIAL YEARS ENDED 30 APRIL 2012, 2013 AND 2014
Revenue
Cost of sales
Note
2012
$
2013
$
2014
$
14,006,338
(7,774,046)
16,675,085
(8,876,130)
16,980,576
(9,984,070)
6,232,292
7,798,955
6,996,506
277,979
885,116
1,184,745
Gross profit
Other income
Expenses
Finance costs
Profit before tax
Income tax expenses
Profit net of tax, representing total

comprehensive income for the year
attributable to owners of the Company
(85,818)
(2,458,769)
(650,446)
(93,350)
(2,177,258)
(554,403)
(26,226)
(86,825)
(3,533,924)
(755,943)
(26,032)
3,315,238
5,832,834
3,778,527
(662,682)
(925,104)
(558,523)
2,652,556
4,907,730
3,220,004
378.94
541.18
268.33
Earnings per share attributable to owners

of the Company (cents per share)
Basic and diluted
10
The accompanying accounting policies and explanatory notes form an integral part of the combined
financial statements.
A-3

30 APRIL 2012, 2013 AND 2014
COMBINED BALANCE SHEETS
AS AT 30 APRIL 2012, 2013 AND 2014
Note
2012
$
2013
$
2014
$
11
12
13
23,936,637
754,374
27,375,999
4,765,598
476,424
50,680,942
450,392
24,691,011
32,618,021
51,131,334
4,212,918
172,533
6,025,119
10,071,820
191,497
3,108,851
5,168,913
168,266
3,061,820
10,410,570
13,372,168
8,398,999
5,265,737
10,410,570
13,372,168
13,664,736
35,101,581
45,990,189
64,796,070
994,009
941,214
2,072,259
5,351,662
742,473
487,777
1,688,798
429,953
2,886,533
6,581,081
685,461
1,412,460
1,216,247
779,562
4,388,341
6,248,029
2,170,570
628,412
10,589,394
13,684,286
15,431,161
8,105,351
589,674
1,517,360
300,000
1,858,844
10,250,241
1,054,007
1,135,279
300,000
14,959,657
11,315,000
1,462,716
700,000
10,512,385
14,598,371
28,437,373
Total liabilities
21,101,779
28,282,657
43,868,534
Net assets
13,999,802
17,707,532
20,927,536
700,000
13,299,802
1,200,000
16,507,532
1,200,000
19,727,536
Total equity
13,999,802
17,707,532
20,927,536
Total equity and liabilities
35,101,581
45,990,189
64,796,070
ASSETS
Non-current assets
Investment properties
Current assets
Investment properties classified as
held-for-sale
15
16
12
Total assets
EQUITY AND LIABILITIES
Current liabilities
Due to directors
Bank borrowings
Other payables
Bank borrowings
Equity attributable to owners of the

Company
Share capital
Retained earnings
18
17
22
19
18
17
19
20
21
A-4

30 APRIL 2012, 2013 AND 2014
COMBINED STATEMENTS OF CHANGES IN EQUITY
Retained
earnings
$
Total
$
12,147,246
12,847,246
2,652,556
(1,500,000)
2,652,556
(1,500,000)
700,000
13,299,802
13,999,802
700,000
13,299,802
13,999,802
500,000
4,907,730
(500,000)
(1,200,000)
4,907,730
(1,200,000)
1,200,000
16,507,532
17,707,532
At 1 May 2013
Profit for the year, representing total
1,200,000
16,507,532
17,707,532
3,220,004
3,220,004
At 30 April 2014
1,200,000
19,727,536
20,927,536
Note
Share
capital
$
2012
At 1 May 2011
Dividends declared
700,000
23
At 30 April 2012
2013
At 1 May 2012
Bonus ordinary shares
Dividends declared
23
At 30 April 2013
2014
A-5

30 APRIL 2012, 2013 AND 2014
COMBINED STATEMENTS OF CASH FLOWS
Note
2012
$
2013
$
2014
$
3,315,238
5,832,834
3,778,527
1,374,454
1,459,994
(535,421)
26,226
1,947,140
65
31,686
(18,300)
26,032
4,409
17,709
650,446
43,822
42,920
554,403
31,806
27
755,943
Total adjustments
2,047,018
1,591,944
2,774,399
Operating cash flows before changes in

working capital
5,362,256
7,424,778
6,552,926
Operating activities:
Profit before tax
Adjustments for:
Depreciation of property, plant and
equipment
Depreciation of investment properties
Loss on write-off of plant and equipment
Gain on disposal of plant and equipment
Allowance for impairment of trade
receivables
Interest expense
Changes in working capital:

Decrease/(increase) in trade and other
receivables
(Increase)/decrease in prepaid operating
expenses
Increase/(decrease) in trade and other
payables
(Decrease)/increase in accrued operating
expenses
428,602
(1,382,547)
354,369
(15,340)
(18,964)
23,231
899,501
(2,262)
(79,133)
(588,093)
Total changes in working capital
724,670
Cash flows from operations
6,086,926
Income tax paid

Interest paid
(140,879)
(650,446)
Net cash flows from operating activities
5,295,601
(511,261)
349,609
(1,915,034)
648,076
5,509,744
(382,502)
(554,403)
7,201,002
(1,015,134)
(755,943)
4,572,839
5,429,925
(2,473,378)
(2,596,853)
1,378,318
(3,610,799)
(4,700)
18,300
Investing activities:
Purchase of property, plant and equipment
Purchase of/addition to investment properties
Proceeds from disposal of plant and equipment
in prior year
Maturity of fixed deposit with maturity above
three months
A
B
(50,297)
(938,409)
205,035
Net cash flows used in investing activities
(783,671)
A-6
(600,000)
(4,291,913)
3,101,682
(495,517)

30 APRIL 2012, 2013 AND 2014
COMBINED STATEMENTS OF CASH FLOWS
Note
2012
$
2013
$
2014
$
Bank deposit pledged

Repayment of bank borrowings
Repayment of obligations under finance leases
(695,373)
(2,062,316)
(102,182)
(823,015)
(2,374,179)
(1,149,402)
(3,832,037)
Net cash flows used in financing activities
(2,757,689)
(3,299,376)
(4,981,439)
1,754,241
4,270,878
(3,018,450)
6,025,119
(47,031)
3,006,669
6,025,119
3,006,669
2,959,638
2012
$
2013
$
2014
$
226,297
8,746,585
25,283,769
1,645,450
230,427
2,585,314
(1,645,450)
Financing activities:
Net increase/(decrease) in cash and cash

equivalents
Cash and cash equivalents at 1 May
Cash and cash equivalents at 30 April
16
Notes to the combined cash flow statement

A.
Current year additions to property, plant

and equipment (Note 11)
Add:
Deposits made for purchase of property,
plant, and equipment
Payables converted to obligations under
finance leases
Less:
Deposits made for purchase of property,
plant, and equipment in prior year
Payable to supplier for purchase of plant
and equipment
Increase in bank borrowings
Increase in obligations under finance leases
Net cash outflow for purchase of property,
plant and equipment
B.
(176,000)
(2,585,314)
(5,333,343)
(400,000)
(12,400,000)
(10,043,261)
50,297
2,473,378
3,610,799
2013
$
2014
$

2012
$
Current year additions to investment
properties (Note 12)
Add:
Deposits made for purchase of investment
properties
Less:
Deposits made for purchase of investment
properties in prior year
Net cash outflow for purchase of/addition
to investment properties
754,374
4,011,224
500,204
184,035
(184,035)
(1,230,336)
938,409
2,596,853
(495,504)
4,700
A-7

30 APRIL 2012, 2013 AND 2014
NOTES TO THE COMBINED FINANCIAL STATEMENTS
1.
Corporate information
1.1
The Company
The Company was incorporated on 21 May 2014 under the Singapore Companies Act (the Act)
as an exempt private company limited by shares under the name of MS Holdings Private Limited.
The Company was incorporated for the purpose of acquiring the existing operating entities, Moh
Seng Cranes Pte. Ltd. and Moh Seng Services Pte. Ltd. pursuant to the Restructuring Exercise as
disclosed in Note 1.2. On 23 October 2014, the Company was converted to a public limited
company and changed its name to MS Holdings Limited.
The registered office of the Company and principal place of business of the Group is located at 22
Pandan Road, Singapore 609274.
The principal activity of the Company is that of investment holding. The principal activity of its
subsidiaries is disclosed in Note 14 to the combined financial statements.
The Company and its subsidiaries, Moh Seng Cranes Pte. Ltd. and Moh Seng Services Pte. Ltd.
are collectively defined as the Group in the combined financial statements.
1.2
The Restructuring Exercise

The Group undertook the transactions described below as part of a corporate reorganisation
implemented in preparation for its listing on the Catalist Board of Singapore Exchange Securities
Trading Limited (the Restructuring Exercise).
(a)
Incorporation of the Company

On 21 May 2014, a shareholder of Moh Seng Cranes Pte. Ltd., Yap Chin Hock incorporated
MS Holdings Private Limited.
(b)
Acquisition of Moh Seng Cranes Pte. Ltd. and Moh Seng Services Pte. Ltd.
Pursuant to a restructuring agreement dated 7 October 2014 entered into between the
Company, Yap Sian Lay, Ng Chui Hwa, Yap Chin Hock and Yap Bee Ling, the Company
acquired from Yap Sian Lay, Ng Chui Hwa, Yap Chin Hock and Yap Bee Ling (collectively, the
Shareholders) 1,000,000 and 200,000 ordinary shares respectively in the entire issued and
paid-up share capital of Moh Seng Cranes Pte. Ltd. and Moh Seng Services Pte. Ltd.,
comprising an aggregate of 1,200,000 ordinary shares.
Pursuant to the completion of the Restructuring Exercise, Moh Seng Cranes Pte. Ltd. and
Moh Seng Services Pte. Ltd. became wholly owned subsidiaries of the Company.
A-8

30 APRIL 2012, 2013 AND 2014
1.
Corporate Information (contd)
1.2
The Restructuring Exercise (contd)

(c)
Acquisition of MS Equipment Pte. Ltd.

On 21 May 2014, a shareholder of Moh Seng Cranes Pte. Ltd., Yap Sian Lay, incorporated
MS Equipment Pte. Ltd..
Company and Yap Sian Lay, the Company acquired from Yap Sian Lay 1 ordinary share in
the entire issued and paid-up share capital of MS Equipment Pte. Ltd..
Pursuant to the completion of the Restructuring Exercise, MS Equipment Pte. Ltd. became a
wholly owned subsidiary of the Company.
2.
Summary of significant accounting policies
2.1
Basis of preparation
Although the Company was incorporated subsequent to 30 April 2014 upon which the
Restructuring Exercise was completed on 15 October 2014, the combined financial statements
presented for the financial years ended 30 April 2012, 2013 and 2014 for the purpose of inclusion
in the Offer Document are those of the Company and its subsidiaries prepared in accordance with
RAP 12 Merger Accounting for Common Control Combinations for financial statements prepared
under Part IX of the Fifth Schedule to the Securities and Futures (Offers of Investments) (Shares
and Debentures) Regulations 2005.
The substance is that the Group is a continuation of Moh Seng Cranes Pte. Ltd. and Moh Seng
Services Pte. Ltd.. The combined financial statements of the Group for the financial years ended 30
April 2012, 2013 and 2014 have been presented as if the Group had been in existence for all
periods presented and the assets and liabilities are brought into the combined financial statements
at their existing carrying amounts. The retained earnings recognised in the combined financial
statements are the combined retained earnings of Moh Seng Cranes Pte. Ltd. and Moh Seng
Services Pte. Ltd..
The combined financial statements of the Group have been prepared in accordance with Singapore
Financial Reporting Standards (FRS).
The combined financial statements are presented in Singapore Dollars (SGD or $).
The combined financial statements have been prepared on a historical cost basis, except as
disclosed in the accounting policies below.
2.2
Changes in accounting policies

The accounting policies adopted are consistent with those of the previous financial year except in
the current financial year, the Group has adopted all the new and revised standards which are
effective for annual financial periods beginning on or after 1 May 2013. The adoption of these
standards did not have any effect on the financial performance or position of the Group.
According to the transition provisions of FRS 113 Fair Value Measurement, FRS 113 has been
applied prospectively by the Group on 1 May 2013.
A-9

30 APRIL 2012, 2013 AND 2014
2.
Summary of significant accounting policies (contd)
2.3
Standards issued but not yet effective

The Group has not adopted the following standards that have been issued but not yet effective:
Description
Effective for annual

periods beginning
on or after
Revised FRS 27 Separate Financial Statements

Revised FRS 28 Investments in Associates and Joint Ventures
FRS 110 Consolidated Financial Statements
FRS 111 Joint Arrangements
FRS 112 Disclosure of Interests in Other Entities
Amendments to the transition guidance of FRS 110 Consolidated
Financial Statements, FRS 111 Joint Arrangements and FRS 112
Disclosure of Interests in Other Entities
Amendments to FRS 110, FRS 112 and FRS 27 Investment Entities
Amendments to FRS 32 Disclosure - Offsetting Financial Assets and
Financial Liabilities
Amendments to FRS 36 Recoverable Amount Disclosures for
Non-financial Assets
Amendments to FRS 39 Novation of Derivatives and Continuation of
Hedge Accounting
INT FRS 121 Levies
Amendments to FRS 19 Defined Benefit Plans: Employee Contributions
Improvements to FRSs (January 2014)
Improvements to FRSs (February 2014)
FRS 114 Regulatory Deferral Accounts
1
1
1
1
1
1
January
January
January
January
January
January
2014
2014
2014
2014
2014
2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January
1 July
1 July
1 July
1 January
2014
2014
2014
2014
2016
Except for FRS 112, the directors expect that the adoption of the standards and interpretations
above will have no material impact on the financial statements in the period of initial application.
The nature of the impeding changes in accounting policy on adoption of FRS 112 is described
below.
FRS 112 Disclosure of Interests in Other Entities
FRS 112 Disclosure of Interests in Other Entities is effective for financial periods beginning on or
after 1 January 2014.
FRS 112 is a new and comprehensive standard on disclosure requirements for all forms of
interests in other entities, including joint arrangements, associates, special purpose vehicles and
other off balance sheet vehicles. FRS 112 requires an entity to disclose information that helps
users of its financial statements to evaluate the nature and risks associated with its interests in
other entities and the effects of those interests on its financial statements. As this is a disclosure
standard, it will have no impact to the financial position and financial performance of the Group
when applied for the financial year ending 30 April 2015.
A-10

30 APRIL 2012, 2013 AND 2014
2.
2.4
Basis of consolidation and business combinations

(a)
Basis of consolidation
The combined financial statements comprise the financial statements of the Company and
its subsidiaries as at the end of the reporting period. The financial statements of the
subsidiaries used in the preparation of the combined financial statements are prepared for
the same reporting date as the Company. Consistent accounting policies are applied to like
transactions and events in similar circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting
from intra-group transactions and dividends are eliminated in full. The substance is that the
Group is a continuation of Moh Seng Cranes Pte. Ltd. and Moh Seng Services Pte. Ltd.. The
combined financial statements of the Group for the financial years ended 30 April 2012,
2013 and 2014 have been presented as if the Group had been in existence for all periods
presented and the assets and liabilities are brought into the combined financial statements at
their existing carrying amounts. The retained earnings recognised in the combined financial
statements are the retained earnings of Moh Seng Cranes Pte. Ltd. and Moh Seng Services
Pte. Ltd..
(b)
Business combinations
Business combinations involving entities under common control are accounted for by
applying the pooling of interest method which involves the following:
The assets and liabilities of the combining entities are reflected at their carrying
amounts reported in the consolidated financial statements of the controlling holding
company.
No adjustments are made to reflect the fair values on the date of combination, or
recognise any new assets or liabilities.
No additional goodwill is recognised as a result of the combination.
Any difference between the consideration paid/transferred and the equity acquired is
reflected within the equity as merger reserve.
The statement of comprehensive income reflects the results of the combining entities
for the full year, irrespective of when the combination took place.
Comparatives are restated to reflect the combination as if it had occurred from the
beginning of the earliest period presented in the financial statements or from the date
the entities had come under common control, if later.
A-11

30 APRIL 2012, 2013 AND 2014
2.
2.5
Foreign currency
The financial statements are presented in Singapore Dollars, which is also the Companys
functional currency. Each entity in the Group determines its own functional currency and items
included in the financial statements of each entity are measured using that functional currency.
Transactions and balances

Transactions in foreign currencies are measured in the functional currency of the Company and its
subsidiaries and are recorded on initial recognition in the functional currency at exchange rates
approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in
foreign currencies are translated at the rates of exchange ruling at the end of the reporting period.
Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates as at the dates of the initial transactions. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rates at the date
when the fair value was measured.
Exchange differences arising on the settlement of monetary items or on translating monetary items
at the end of the reporting period are recognised in profit or loss.
2.6
Subsidiaries
A subsidiary is an entity over which the Group has the power to govern the financial and operating
policies so as to obtain benefits from its activities.
A-12

30 APRIL 2012, 2013 AND 2014
2.
2.7
Associates
An associate is an entity, not being a subsidiary or a joint venture, in which the Group has
significant influence. An associate is equity accounted for from the date the Group obtains
significant influence until the date the Group ceases to have significant influence over the
associate.
The Groups investments in associates are accounted for using the equity method. Under the equity
method, the investment in associate is measured in the statement of financial position at cost plus
post-acquisition changes in the Groups share of net assets of the associate. Goodwill relating to
an associate is included in the carrying amount of the investment. Any excess of the Groups share
of the net fair value of the associates identifiable asset, liabilities and contingent liabilities over the
cost of the investment is deducted from the carrying amount of the investment and is recognised
as income as part of the Groups share of results of the associate in the period in which the
investment is acquired.
The profit or loss reflects the share of the results of operations of the associates. Where there has
been a change recognised in other comprehensive income by the associates, the Group
recognises its share of such changes in other comprehensive income. Unrealised gains and losses
resulting from transactions between the Group and the associate are eliminated to the extent of the
interest in the associates.
The Groups share of the profit or loss of its associates is shown on the face of profit or loss after
tax and non-controlling interests in the subsidiaries of associates.
When the Groups share of losses in an associate equals or exceeds its interest in the associate,
the Group does not recognise further losses, unless it has incurred obligations or made payments
on behalf of the associate.
After application of the equity method, the Group determines whether it is necessary to recognise
an additional impairment loss on the Groups investment in its associates. The Group determines at
the end of each reporting period whether there is any objective evidence that the investment in the
associate is impaired. If this is the case, the Group calculates the amount of impairment as the
difference between the recoverable amount of the associate and its carrying value and recognises
the amount in profit or loss.
The financial statements of the associate are prepared as of 31 May as it follows the same
reporting date of its major shareholder, GKE Corporation Limited. Adjustments are made for the
effects of significant transactions or events that occur between that date and the reporting date of
the Group. The difference between the end of the reporting period of the associate and the Group
is not more than three months. Where necessary, adjustments are made to bring the accounting
policies in line with those of the Group.
Upon loss of significant influence over the associate, the Group measures any retained investment
at its fair value. Any difference between the carrying amount of the associate upon loss of
significant influence and the fair value of the aggregate of the retained investment and proceeds
from disposal is recognised in statement of comprehensive income.
A-13

30 APRIL 2012, 2013 AND 2014
2.
2.8

All items of property, plant and equipment are initially recorded at cost. Subsequent to recognition,
property, plant and equipment are measured at cost less accumulated depreciation and any
accumulated impairment losses. The cost includes the cost of replacing part of the property, plant
and equipment and borrowing costs that are directly attributable to the acquisition, construction or
production of a qualifying property, plant and equipment. The accounting policy for borrowing costs
is set out in Note 2.19. The cost of an item of property, plant and equipment is recognised as an
asset if, and only if, it is probable that future economic benefits associated with the item will flow to
the Group and the cost of the item can be measured reliably.
When significant parts of property, plant and equipment are required to be replaced in intervals, the
Group recognises such parts as individual assets with specific useful lives and depreciation,
respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying
amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All
other repair and maintenance costs are recognised in profit or loss as incurred.
Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as
follows:
Useful life
Furniture and fittings and office equipment
Plant and machinery
Renovations
28 45 years
3 6 years
5 30 years
5 years
6 10 years
The carrying values of property, plant and equipment are reviewed for impairment when events or
changes in circumstances indicate that the carrying value may not be recoverable.
The residual value, useful life and depreciation method are reviewed at each financial year-end,
and adjusted prospectively, if appropriate.
An item of property, plant and equipment is derecognised upon disposal or when no future
economic benefits are expected from its use or disposal. Any gain or loss on de-recognition of the
asset is included in profit or loss in the year the asset is derecognised.
2.9
Investment properties are properties that are either owned by the Group or leased under a finance
lease that are held to earn rentals or for capital appreciation, or both, rather than for use in the
production or supply of goods or services, or for administrative purposes, or in the ordinary course
of business. Investment properties comprise completed investment properties and properties that
are being constructed or developed for future use as investment properties. Properties held under
operating leases are classified as investment properties when the definition of an investment
property is met.
A-14

30 APRIL 2012, 2013 AND 2014
2.
2.9
Investment properties (contd)

Investment properties are initially measured at cost, including transaction costs. The carrying
amount includes the cost of replacing part of an existing investment property at the time that cost is
incurred if the recognition criteria are met.
Subsequent to initial recognition, investment properties are stated at cost less accumulated
depreciation and any accumulated impairment losses. Freehold investment properties are not
depreciated. Investment properties under construction are not depreciated as the property is not
yet available for use.
Investment properties are derecognised when either they have been disposed of or when the
investment property is permanently withdrawn from use and no future economic benefit is expected
from its disposal. Any gains or losses on the retirement or disposal of an investment property are
recognised in profit or loss in the year of retirement or disposal.
Transfers are made to or from investment property only when there is a change in use. For a
transfer from investment property to owner-occupied property, the deemed cost for subsequent
accounting is the fair value at the date of change in use. For a transfer from owner-occupied
property to investment property, the property is accounted for in accordance with the accounting
policy for property, plant and equipment set out in Note 2.8 up to the date of change in use.
2.10 Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be
impaired. If any indication exists, or when an annual impairment testing for an asset is required, the
Group makes an estimate of the assets recoverable amount.
An assets recoverable amount is the higher of an assets or cash-generating units fair value less
costs of disposal and its value in use and is determined for an individual asset, unless the asset
does not generate cash inflows that are largely independent of those from other assets or groups
of assets. Where the carrying amount of an asset or cash-generating unit exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount. In
assessing value in use, the estimated future cash flows expected to be generated by the asset are
discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. In determining fair
value less costs of disposal, recent market transactions are taken into account, if available. If no
such transactions can be identified, an appropriate valuation model is used.
The Group bases its impairment calculation on detailed budgets and forecast calculations which
are prepared separately for each of the Groups cash-generating units to which the individual
assets are allocated. These budgets and forecast calculations are generally covering a period of
five years. For longer periods, a long-term growth rate is calculated and applied to project future
cash flows after the fifth year.
Impairment losses of continuing operations are recognised in profit or loss.
A-15

30 APRIL 2012, 2013 AND 2014
2.
2.10 Impairment of non-financial assets (contd)

For assets excluding goodwill, an assessment is made at each reporting date as to whether there
is any indication that previously recognised impairment losses may no longer exist or may have
decreased. If such indication exists, the Group estimates the assets or cash-generating units
recoverable amount. A previously recognised impairment loss is reversed only if there has been a
change in the estimates used to determine the assets recoverable amount since the last
impairment loss was recognised. If that is the case, the carrying amount of the asset is increased
to its recoverable amount. That increase cannot exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised previously and such
reversal is recognised in profit or loss.
2.11 Financial instruments
(a)
Financial assets
Initial recognition and measurement
Financial assets are recognised when, and only when, the Group becomes a party to the
contractual provisions of the financial instrument. The Group determines the classification of
its financial assets at initial recognition.
When financial assets are recognised initially, they are measured at fair value, plus, in the
case of financial assets not at fair value through profit or loss, directly attributable transaction
costs.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Loans and receivables
Non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market are classified as loans and receivables. Subsequent to initial recognition, loans
and receivables are measured at amortised cost using the effective interest method, less
impairment. Gains and losses are recognised in profit or loss when the loans and
receivables are derecognised or impaired, and through the amortisation process.
The Group has not designated any financial assets upon initial recognition at fair value
through profit or loss, held-to-maturity investments, or available for sale financial assets.
A-16

30 APRIL 2012, 2013 AND 2014
2.
2.11 Financial instruments (contd)

(a)
Financial assets (contd)

De-recognition
A financial asset is derecognised where the contractual right to receive cash flows from the
asset has expired. On de-recognition of a financial asset in its entirety, the difference
between the carrying amount and the sum of the consideration received and any cumulative
gain or loss that had been recognised in other comprehensive income is recognised in profit
or loss.
Regular way purchase or sale of a financial asset

All regular way purchases and sales of financial assets are recognised or derecognised on
the trade date i.e., the date that the Group commits to purchase or sell the asset. Regular
way purchases or sales are purchases or sales of financial assets that require delivery of
assets within the period generally established by regulation or convention in the marketplace
concerned.
(b)
Financial liabilities
Initial recognition and measurement
Financial liabilities are recognised when, and only when, the Group becomes a party to the
contractual provisions of the financial instrument. The Group determines the classification of
its financial liabilities at initial recognition.
All financial liabilities are recognised initially at fair value plus in the case of financial
liabilities not at fair value through profit or loss, directly attributable transaction costs.
Subsequent measurement
The measurement of financial liabilities depends on their classification as follows:
Financial liabilities at amortised cost
After initial recognition, financial liabilities that are not carried at fair value through profit or
loss are subsequently measured at amortised cost using the effective interest method. Gains
and losses are recognised in profit or loss when the liabilities are derecognised, and through
the amortisation process.
The Group has not designated any financial liability upon initial recognition as fair value
through profit or loss.
A-17

30 APRIL 2012, 2013 AND 2014
2.
2.11 Financial instruments (contd)

(b)
Financial liabilities (contd)

De-recognition
A financial liability is de-recognised when the obligation under the liability is discharged or
cancelled or expires. When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a de-recognition of the original
liability and the recognition of a new liability, and the difference in the respective carrying
amounts is recognised in profit or loss.
(c)
Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is presented in the
balance sheets, when and only when, there is a currently enforceable legal right to set off
the recognised amounts and there is an intention to settle on a net basis, or to realise the
assets and settle the liabilities simultaneously.
2.12 Impairment of financial assets

The Group assesses at each reporting date whether there is any objective evidence that a financial
asset is impaired.
Financial assets carried at amortised cost

For financial assets carried at amortised cost, the Group first assesses whether objective evidence
of impairment exists individually for financial assets that are individually significant, or collectively
for financial assets that are not individually significant. If the Group determines that no objective
evidence of impairment exists for an individually assessed financial asset, whether significant or
not, it includes the asset in a group of financial assets with similar credit risk characteristics and
collectively assesses them for impairment. Assets that are individually assessed for impairment and
for which an impairment loss is, or continues to be recognised are not included in a collective
assessment of impairment.
If there is objective evidence that an impairment loss on financial assets carried at amortised cost
has been incurred, the amount of the loss is measured as the difference between the assets
carrying amount and the present value of estimated future cash flows discounted at the financial
assets original effective interest rate. If a loan has a variable interest rate, the discount rate for
measuring any impairment loss is the current effective interest rate. The carrying amount of the
asset is reduced through the use of an allowance account. The impairment loss is recognised in
profit or loss.
A-18

30 APRIL 2012, 2013 AND 2014
2.
2.12 Impairment of financial assets (contd)

When the asset becomes uncollectible, the carrying amount of impaired financial asset is reduced
directly or if an amount was charged to the allowance account, the amounts charged to the
allowance account are written off against the carrying value of the financial asset.
To determine whether there is objective evidence that an impairment loss on financial assets has
been incurred, the Group considers factors such as the probability of insolvency or significant
financial difficulties of the debtor and default or significant delay in payments.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was recognised, the previously
recognised impairment loss is reversed to the extent that the carrying amount of the asset does not
exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or
loss.
2.13 Cash and cash equivalents
Cash and cash equivalents comprise unpledged fixed deposits and cash and bank balances. Cash
equivalents are short-term, highly liquid investments that are readily convertible to known amount
of cash and which are subject to an insignificant risk of changes in value.
Fixed deposits and cash and bank balances carried in the statement of financial position are
classified and accounted for as loans and receivables. The accounting policies for this category of
financial instruments are stated in Note 2.11.
2.14 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits will
be required to settle the obligation and the amount of the obligation can be estimated reliably.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best
estimate. If it is no longer probable that an outflow of economic resources will be required to settle
the obligation, the provision is reversed. If the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risk
specific to the liability. When discounting is used, the increase in the provision due to the passage
of time is recognised as a finance cost.
2.15 Employee benefits
(a)
Defined contribution plans

The Group makes contributions to the Central Provident Fund scheme in Singapore, a
defined contribution pension scheme. Contributions to defined contribution pension schemes
are recognised as an expense in the period in which the related service is performed.
(b)
Employee leave entitlement

Employee entitlements to annual leave are recognised as a liability when they accrue to the
employees. The estimated liability for leave is recognised for services rendered by
employees up to the end of the reporting period.
A-19

30 APRIL 2012, 2013 AND 2014
2.
2.16 Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of
the arrangement at inception date: whether fulfilment of the arrangement is dependent on the use
of a specific asset or assets and the arrangement conveys a right to use the asset, even if that
right is not explicitly specified in an arrangement.
For arrangements entered into prior to 1 January 2005, the date of inception is deemed to be 1
January 2005 in accordance with the transitional requirements of INT FRS 104.
(a)
As lessor
Leases where the Group retains substantially all the risks and rewards of ownership of the
asset are classified as operating leases. Initial direct costs incurred in negotiating an
operating lease are added to the carrying amount of the leased asset and recognised over
the lease term on the same bases as rental income. The accounting policy for rental income
is set out in Note 2.20. Contingent rents are recognised as revenue in the period in which
they are earned.
(b)
As lessee
Finance leases which transfer to the Group substantially all the risks and rewards incidental
to ownership of the leased item, are capitalised at the inception of the lease at the fair value
of the leased asset or, if lower, at the present value of the minimum lease payments. Any
initial direct costs are also added to the amount capitalised. Lease payments are apportioned
between the finance charges and reduction of the lease liability so as to achieve a constant
rate of interest on the remaining balance of the liability. Finance charges are charged to profit
or loss. Contingent rents, if any, are charged as expenses in the periods in which they are
incurred.
Capitalised leased assets are depreciated over the shorter of the estimated useful life of the
asset and the lease term, if there is no reasonable certainty that the Group will obtain
ownership by the end of the lease term.
Operating lease payments are recognised as an expense in profit or loss on a straight-line
basis over the lease term. The aggregate benefit of incentives provided by the lessor is
recognised as a reduction of rental expense over the lease term on a straight-line basis.
2.17 Financial guarantee

A financial guarantee contract is a contract that requires the issuer to make specified payments to
reimburse the holder for a loss it incurs because a specified debtor fails to make payment when
due in accordance with the terms of a debt instrument.
Financial guarantees are recognised initially as a liability at fair value, adjusted for transaction costs
that are directly attributable to the issuance of the guarantee. Subsequent to initial recognition,
financial guarantees are recognised as income in profit or loss over the period of the guarantee. If it
is probable that the liability will be higher than the amount initially recognised less amortisation, the
liability is recorded at the higher amount with the difference charged to profit or loss.
A-20

30 APRIL 2012, 2013 AND 2014
2.
2.18 Loans and borrowings

Loans and borrowings are presented as current liabilities unless the Group has an unconditional
right to defer settlement for at least 12 months after the end of the reporting period.
Loans and borrowings are initially recognised at the fair value (net of transaction costs) and
subsequently carried at amortised cost. Any difference between the proceeds (net of transaction
costs) and the redemption value is recognised in statement of comprehensive income over the
period of the borrowings using the effective interest method.
2.19 Borrowing costs
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly
attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing
costs commences when the activities to prepare the asset for its intended use or sale are in
progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised
until the assets are substantially completed for their intended use or sale. All other borrowing costs
are expensed in the period they occur. Borrowing costs consist of interest and other costs that an
entity incurs in connection with the borrowing of funds.
2.20 Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured, regardless of when the payment is made.
Revenue is measured at the fair value of consideration received or receivable, taking into account
contractually defined terms of payment and excluding taxes or duty. The Group assesses its
revenue arrangements to determine if it is acting as principal or agent. The following specific
recognition criteria must also be met before revenue is recognised:
(a)
Rental income
Rental income arising from hiring of mobile cranes and lorry cranes is recognised upon
completion of services.
Rental income arising from operating leases on investment properties and leasehold
properties is accounted for on a straight-line basis over the lease terms. The aggregate costs
of incentives provided to lessees are recognised as a reduction of rental income over the
lease term on a straight-line basis.
(b)
Interest income
Interest income is recognised using the effective interest method.
A-21

30 APRIL 2012, 2013 AND 2014
2.
2.21 Taxes
(a)
Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at
the amount expected to be recovered from or paid to the taxation authorities. The tax rates
and tax laws used to compute the amount are those that are enacted or substantively
enacted at the end of the reporting period, in the countries where the Group operates and
generates taxable income.
Current income taxes are recognised in profit or loss except to the extent that the tax relates
to items recognised outside profit or loss, either in other comprehensive income or directly in
equity. Management periodically evaluates positions taken in the tax returns with respect to
situations in which applicable tax regulations are subject to interpretation and establishes
provisions where appropriate.
(b)
Deferred tax
Deferred tax is provided using the liability method on temporary differences at the end of the
reporting period between the tax bases of assets and liabilities and their carrying amounts
for financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
-
Where the deferred tax liability arises from the initial recognition of goodwill or of an
asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss; and
In respect of taxable temporary differences associated with investments in

subsidiaries, associates and interests in joint ventures, where the timing of the
reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward
of unused tax credits and unused tax losses, to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilised except:
-
Where the deferred tax asset relating to the deductible temporary difference arises
from the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit
nor taxable profit or loss; and
In respect of deductible temporary differences associated with investments in

subsidiaries, associates and interests in joint ventures, deferred tax assets are
recognised only to the extent that it is probable that the temporary differences will
reverse in the foreseeable future and taxable profit will be available against which the
temporary differences can be utilised.
A-22

30 APRIL 2012, 2013 AND 2014
2.
2.21 Taxes (contd)

(b)
Deferred tax (contd)

The carrying amount of deferred tax assets is reviewed at the end of each reporting period
and reduced to the extent that it is no longer probable that sufficient taxable profit will be
available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred
tax assets are reassessed at the end of each reporting period and are recognised to the
extent that it has become probable that future taxable profit will allow the deferred tax asset
to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in
the year when the asset is realised or the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted at the end of each reporting period.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or
loss. Deferred tax items are recognised in correlation to the underlying transaction either in
other comprehensive income or directly in equity and deferred tax arising from a business
combination is adjusted against goodwill on acquisition.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists
to set off current income tax assets against current income tax liabilities and the deferred
taxes relate to the same taxable entity and the same taxation authority.
(c)
Sales tax
Revenues, expenses and assets are recognised net of the amount of sales tax except:
-
Where the sales tax incurred on a purchase of assets or services is not recoverable
from the taxation authority, in which case the sales tax is recognised as part of the
cost of acquisition of the asset or as part of the expense item as applicable; and
Receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is
included as part of receivables or payables in the balance sheet.
2.22 Share capital and share issuance expenses
Proceeds from issuance of ordinary shares are recognised as share capital in equity. Incremental
costs directly attributable to the issuance of ordinary shares are deducted against share capital.
A-23

30 APRIL 2012, 2013 AND 2014
2.
2.23 Contingent liabilities

A contingent liability is:
(a)
a possible obligation that arises from past events and whose existence will be confirmed only
by the occurrence or non-occurrence of one or more uncertain future events not wholly
within the control of the Group; or
(b)
a present obligation that arises from past events but is not recognised because:
(i)
It is not probable that an outflow of resources embodying economic benefits will be

required to settle the obligation; or
(ii)
The amount of the obligation cannot be measured with sufficient reliability.
Contingent liabilities are not recognised on the balance sheet of the Group, except for contingent
liabilities assumed in a business combination that are present obligations and which the fair values
can be reliably determined.
2.24 Related parties
A related party is defined as follows:
(a)
(b)
A person or a close member of that persons family is related to the Group if that person:
(i)
has control or joint control over the Group;
(ii)
has significant influence over the Group; or
(iii)
is a member of the key management personnel of the Group or Company or of a

parent of the Company.
An entity is related to the Group if any of the following conditions applies:

(i)
the entity and the Group are members of the same group (which means that each
parent, subsidiary and fellow subsidiary is related to the others);
(ii)
one entity is an associate or joint venture of the other entity (or an associate or joint
venture of a member of a group of which the other entity is a member);
(iii)
both entities are joint ventures of the same third party;
(iv)
one entity is a joint venture of a third entity and the other entity is an associate of the
third entity;
(v)
the entity is a post-employment benefit plan for the benefit of employees of either the
Group or an entity related to the Group. If the Group is itself such a plan, the
sponsoring employers are also related to the Group;
(vi)
the entity is controlled or jointly controlled by a person identified in (a);
(vii)
a person identified in (a) (i) has significant influence over the entity or is a member of
the key management personnel of the entity (or of a parent of the entity).
A-24

30 APRIL 2012, 2013 AND 2014
3.
Significant accounting judgments and estimates

The preparation of the Groups financial statements requires management to make judgments,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and
liabilities, and the disclosure of contingent liabilities at the end of each reporting period. Uncertainty
about these assumptions and estimates could result in outcomes that require a material adjustment
to the carrying amount of the asset or liability affected in the future periods.
The key assumptions concerning the future and other key sources of estimation uncertainty at the
end of the reporting period are discussed below. The Group based its assumptions and estimates
on parameters available when the financial statements were prepared. Existing circumstances and
assumptions about future developments, however, may change due to market changes or
circumstances arising beyond the control of the Group. Such changes are reflected in the
assumptions when they occur.
(a)
Useful lives of property, plant and equipment

The cost of property, plant and equipment is depreciated on a straight-line basis over their
useful lives. Management estimates the useful lives of these property, plant and equipment
to be 3 to 45 years.
The carrying amount of the Groups property, plant and equipment at 30 April 2012, 2013
and 2014 is disclosed in Note 11 to the combined financial statements. Changes in the
expected level of usage and technological development could impact the economic useful
lives and the residual values of these assets, therefore future depreciation charges could be
revised. A 5% increase/(decrease) in the expected useful lives of these assets from
management estimates would result in an increase/(decrease) of approximately $97,000
(2013: $73,000; 2012: $69,000) in the Groups profit before tax.
(b)

The Group has recognised a provision for reinstatement cost for a decommissioning
obligation associated with its leasehold properties. In determining the fair value of the
provision, the Group relies on quotation from independent third party contractors. The
carrying amount of the provision as at 30 April 2014 was $700,000 (2013 & 2012: $300,000).
(c)
Taxes
Significant judgment is involved in determining the Groups provision for income taxes. There
are certain transactions and computations for which the ultimate tax determination is
uncertain during the ordinary course of business. The Group recognises liabilities for
expected tax issues based on estimates of whether additional taxes will be due. Where the
final tax outcome of these matters is different from the amounts that were initially
recognised, such differences will impact the income tax and deferred tax provisions in the
period in which such determination is made. The carrying amount of the Groups tax
payables as at 30 April 2014 is $628,412 (2013: $1,412,460; 2012: $487,777). The Groups
deferred tax liabilities are disclosed in Note 20 to the combined financial statements.
A-25

30 APRIL 2012, 2013 AND 2014
3.
Significant accounting judgments and estimates (contd)

(d)
Impairment of investment in an associate

The Group assesses at the end of each reporting period whether there is any indication that
the investment in an associated company may be impaired. In making these judgments,
management evaluates, among other factors, the financial performance of the associated
company. Management is of the judgment that no impairment of the associated company is
required as of 30 April 2013 and 2014 as the associated company was only incorporated in
the financial year ended 30 April 2013 and the loss was due to start-up costs that were
projected in the initial budget. The carrying amount of the investment in an associated
company of the Group is disclosed in Note 13 to the financial statements.
(e)
Impairment of property, plant and equipment

The Group assesses whether there are any indicators of impairment for property, plant and
equipment at each reporting date. Property, plant and equipment are tested for impairment
when there are indicators that the carrying amount may not be recoverable. The Group is of
the judgment that there is no impairment indicator during, and as of, the end of each
financial year.
The carrying amount of property, plant and equipment is disclosed in Note 11 to the financial
statements.
(f)
Impairment of investment properties

Allowance for impairment on the investment properties is made based on directors
assessment by making references to the stage of completion of the project valuation reports
from independent professionals and by taking into consideration the present property market
conditions and other relevant factors.
No impairment is required as of 30 April 2012, 2013 and 2014 based on the above
considerations. The carrying amount of the Groups investment properties at the end of the
reporting period is disclosed in Note 12 to the financial statements.
4.
Revenue
This represents income from the hiring of mobile cranes and lorry cranes.
A-26

30 APRIL 2012, 2013 AND 2014
5.
Other income
Rental income from leasehold properties

Rental income from investment properties (Note 12)
Insurance claim
Interest income
Government grants/incentives
Exchange gain
Compensation from claims
Miscellaneous income
6.
2013
$
2014
$
167,920
101,303
7,276
1,480
176,367
111,533
535,421
11,250
2,018
29,605
18,922
238,803
99,127
18,300
78,885
165
63,412
105,942
480,078
100,033
277,979
885,116
1,184,745
2012
$
2013
$
2014
$
542,300
108,146
485,659
68,744
557,661
198,282
650,446
554,403
755,943
2012
$
2013
$
2014
$
Finance costs
Interest expense on:

- Obligations under finance leases
- Bank borrowings
7.
2012
$
Employee benefits expense (including directors)
Personnel expenses (including directors remuneration):

Directors of the Group fee and remuneration
Salaries and bonuses
Central provident fund contributions
Other short-term benefits
A-27
1,376,962
2,635,192
437,225
44,566
648,620
3,517,452
515,580
79,932
762,900
4,253,346
617,889
220,086
4,493,945
4,761,584
5,854,221

30 APRIL 2012, 2013 AND 2014
8.
Profit before tax

The following items have been included in arriving at profit before tax:
2012
$
Audit fees:
- Auditors of the Company
- Other auditors
Non-audit fees:
- Auditors of the Company
- Other auditors
Depreciation of property, plant and equipment
Employee benefits expense (including directors)
(Note 7)
Operating lease expense (Note 25)
9.
6,100
2013
$
6,700
2014
$
128,000*
2,000
1,374,454
4,409
17,709
2,200
1,459,994
(535,421)
43,822
42,920
1,947,140
65
31,686
(18,300)
31,806
27
4,493,945
150,955
4,761,584
363,150
5,854,221
579,533
Included special audit fees in relation to listing purpose amounting to $100,000.
Income tax expenses
Major components of income tax expenses

The major components of income tax expenses for the financial years ended 30 April are:
2012
$
Current income tax
- Current income taxation
- Under provision in respect of previous years
Deferred income tax

- Origination/(reversal) of temporary differences
- Under provision in respect of previous years
Income tax expense recognised in profit or loss
A-28
2013
$
2014
$
366,891
1,302,213
4,972
231,086
366,891
1,307,185
231,086
139,056
156,735
(382,081)
327,437
295,791
(382,081)
327,437
662,682
925,104
558,523

30 APRIL 2012, 2013 AND 2014
9.
Income tax expenses (contd)
Relationship between tax expense and accounting profit

A reconciliation between tax expense and the product of profit before tax multiplied by the
applicable tax rate for the financial years ended 30 April are as follows:
2012
$
Profit before tax
Tax at statutory income tax rate of 17%
(2013 & 2012: 17%)
Adjustments:
Non-deductible expenses
Income not subject to taxation
Effect of partial tax exemption and tax relief
Under provision of current tax in respect of
previous years
Under provision of deferred tax in respect of
previous years
Others
Income tax expense recognised in profit or loss
10.
2013
$
2014
$
3,315,238
5,832,834
3,778,527
563,590
991,582
642,350
56,267
(18)
(115,181)
63,339
(850)
(134,756)
107,320
(18,010)
(171,788)
4,972
156,735
1,289
817
662,682
925,104
(1,349)
558,523
Earnings per share

The basic and diluted earnings per share amounts are calculated by dividing profit for the year, net
of tax, attributable to owners of the Company by the weighted average number of ordinary shares
outstanding during the financial year. The Company did not hold any dilutive potential ordinary
shares during the financial year (2013 & 2012: Nil).
The following tables reflect the statement of comprehensive income and share data used in the
computation of basic and diluted earnings per share for the years ended 30 April 2012, 2013 and
2014.
2012
$
Profit for the year attributable to owners of
the Company
2013
$
2014
$
2,652,556
4,907,730
3,220,004
Weighted average number of ordinary shares

for basic and diluted earnings per share
computation
700,000
906,849
1,200,000
Earnings per share attributable to owners of

the Company (cents per share)
- Basic and diluted
378.94
541.18
268.33
A-29

30 APRIL 2012, 2013 AND 2014
11.

Furniture
and
Leasehold
fittings
land and and office
building equipment
$
$
Cranes
and
motor
vehicles
$
Plant
and
machinery Renovation
$
$
Total
$
2012
Cost:
At 1 May 2011
Additions
4,100,000
107,347
3,897
35,799,790
222,400
262,418
346,938
40,616,493
226,297
At 30 April 2012
4,100,000
111,244
36,022,190
262,418
346,938
40,842,790
Accumulated depreciation:
At 1 May 2011
Charge for the year
1,464,444
91,111
68,712
12,718
13,663,463
1,182,765
121,059
32,860
214,021
55,000
15,531,699
1,374,454
At 30 April 2012
1,555,555
81,430
14,846,228
153,919
269,021
16,906,153
Net carrying amount:

At 30 April 2012
2,544,445
29,814
21,175,962
108,499
77,917
23,936,637
Cost:
At 1 May 2012
Additions
Disposals*
4,100,000
111,244
44,462
(10,004)
36,022,190
8,667,363
(9,134,812)
262,418
24,760
346,938
10,000
40,842,790
8,746,585
(9,144,816)
At 30 April 2013
4,100,000
145,702
35,554,741
287,178
356,938
40,444,559
At 1 May 2012
Charge for the year
Disposals*
1,555,555
91,111
81,430
17,652
(10,004)
14,846,228
1,259,458
(5,287,583)
153,919
34,273
269,021
57,500
16,906,153
1,459,994
(5,297,587)
At 30 April 2013
1,646,666
89,078
10,818,103
188,192
326,521
13,068,560

At 30 April 2013
2,453,334
56,624
24,736,638
98,986
30,417
27,375,999
2013
In 2013, the Group sold plant and equipment to an associate for total proceeds of $4,000,000, resulting in a gain on
sale of $146,025, after netting off the Groups proportion of gain on sale to an associate of $97,350 (Note 13).
A-30

30 APRIL 2012, 2013 AND 2014
11.
Property, plant and equipment (contd)

Furniture
and
Leasehold
fittings
land and and office
building equipment
$
$
Cranes
and
motor
vehicles
$
Plant
and
machinery Renovation
$
$
Total
$
2014
Cost:
At 1 May 2013
Additions
Write-off
Disposals
4,100,000
16,359,600
145,702
170,781
35,554,741
8,357,842
(205,850)
(98,166)
287,178
271,401
356,938
124,145
40,444,559
25,283,769
(205,850)
(98,166)
At 30 April 2014
20,459,600
316,483
43,608,567
558,579
481,083
65,424,312
At 1 May 2013
Charge for the year
Write-off
Disposals
1,646,666
435,006
89,078
36,544
10,818,103
1,387,247
(174,164)
(98,166)
188,192
56,441
326,521
31,902
13,068,560
1,947,140
(174,164)
(98,166)
At 30 April 2014
2,081,672
125,622
11,933,020
244,633
358,423
14,743,370
18,377,928
190,861
31,675,547
313,946
122,660
50,680,942

At 30 April 2014
Assets held under finance leases

During the year ended 30 April 2014, the Group acquired cranes and motor vehicles and plant and
machinery with an aggregate cost of $10,043,261 (2013: $5,333,343; 2012: $176,000) by means of
finance leases. The cash outflow on the acquisition of plant and equipment amounted to
$3,610,799 (2013: $2,473,378; 2012: $50,297).
The carrying amount of cranes and motor vehicles and plant and machinery held under finance
leases at the end of the reporting period were $29,126,200 (2013: $17,831,429; 2012:
$15,323,308) and $67,667 (2013: Nil; 2012: Nil) respectively. Leased assets are pledged as
security for related finance lease liabilities.
Assets pledged as security

In addition to assets held under finance leases, the Groups leasehold properties with a carrying
amount of $18,377,928 (2013: $2,453,334; 2012: $2,544,445) are mortgaged to secure the Groups
bank borrowings (Note 19).
A-31

30 APRIL 2012, 2013 AND 2014
12.
Investment properties/Investment properties classified as held-for-sale

Freehold
investment
property
under
construction
Freehold
investment
property
Renovation
Total
Balance sheet:
Cost:
At 1 May 2011
Additions
754,374
754,374
At 30 April 2012 and 1 May 2012

Additions
754,374
330,336
3,680,888
754,374
4,011,224
At 30 April 2013 and 1 May 2013

Additions
1,084,710
495,504
3,680,888
4,700
4,765,598
500,204
At 30 April 2014
1,580,214
3,680,888
4,700
5,265,802
At 1 May 2011, 30 April 2012,
1 May 2012, 30 April 2013 and
1 May 2013
Charge for the year
65
65
At 30 April 2014
65
65
754,374
754,374
At 30 April 2013
1,084,710
3,680,888
4,765,598
At 30 April 2014
1,580,214
3,680,888
4,635
5,265,737

At 30 April 2012
A-32

30 APRIL 2012, 2013 AND 2014
12.
Investment properties/Investment properties classified as held-for-sale (contd)

2012
$
2013
$
2014
$
Income statement:
Rental income from investment properties
111,533
99,127
Direct operating expenses (including repairs

and maintenance) arising from rental
generating properties
10,470
12,315
Classification of investment properties

In the financial year ended 30 April 2014, the board of directors has proposed the sales of the
investment properties (see Note 31). As the transaction is expected to be completed within the next
twelve months, the investment properties have been classified as current assets held-for-sale.
2012
$
Current
Non-current
2013
$
2014
$
754,374
4,765,598
5,265,737
754,374
4,765,598
5,265,737
Valuation of investment properties

The Group has engaged Dennis Wee Realty Pte Ltd, an independent valuer, to determine the fair
values of the investment properties. Fair values of the investment properties are determined by the
direct comparison approach. This means that valuations performed by the valuer are based on
active market prices, adjusted for any difference in the nature, location or condition of the specific
property.
The date of the revaluation was 30 April 2014 and the fair values of the investment properties were
assessed to be $6.1 million.
No valuation of the properties were performed for the financial years ended 30 April 2012 and 2013
due to the following:
-
the investment property in Robinson Road was under construction and the directors were of
the view that the carrying amount approximated the fair value.
the investment property in Thomson Ridge was acquired in the financial year ended 30 April
2013 and the directors were of the view that the carrying amount approximated the fair
value.
Properties pledged as security

Investment properties amounting to $5,265,737 (2013: $4,765,598; 2012: $754,374) are mortgaged
to secure bank borrowings (Note 19).
A-33

30 APRIL 2012, 2013 AND 2014
12.
Investment properties/Investment properties classified as held-for-sale (contd)
Investment properties held by the Group as at 30 April 2014 are as follows:

Location
144 Robinson Road #07-02
Robinson Square,
Singapore 068908
3 & 3A Thomson Ridge
Singapore 574634
Description
Existing use
Tenure
Fair value
Office unit
Commercial
(Under
construction)
Freehold
$1.6 million
Shop house
Commercial
Freehold
$4.5 million
The Robinson Road investment property held by the Group represents payments made by the
Group towards the purchase of a property which is under construction. It is expected to be
completed in December 2016. The balance of the purchase price of the office unit is disclosed as
a financial commitment in Note 25(b).
13.
2012
$
2013
$
2014
$
Carrying amount as at 1 May

Investment in associate
Elimination of gain on sale of plant and
equipment to an associate
600,000
476,424
(97,350)
(26,226)
(26,032)
Carrying amount as at 30 April
476,424
450,392
Name of associate
GKE & Mohseng

Pte. Ltd. #
Country of
incorporation
Singapore
Principal
activities
Leasing of cranes
for loading and
uploading of cargoes
Proportion of ownership
interest
2012
%
2013
%
2014
%
40
40
Audited by Ernst & Young LLP, Singapore.
The Groups contingent liability in respect of its investment in an associate is disclosed in Note 26.
A-34

30 APRIL 2012, 2013 AND 2014
13.
Investment in an associate (contd)

The summarised financial information of the associate, not adjusted for the proportion of ownership
interest held by the Group, is as follows:
2012
$
14.
2013
$
2014
$
1,970,438
4,421,780
Assets and liabilities:

Total assets
Total liabilities
(536,003)
(3,076,764)
Results:
Revenue
18,040
1,287,910
Loss for the year
(65,565)
(89,419)
Investment in subsidiaries
Name of subsidiary
Held by the Company:

Moh Seng Cranes
Pte. Ltd.(1)
Moh Seng Services
Pte. Ltd.(2)
Country of
incorporation
Principal
activities
Proportion of ownership
interest
2012
2013
2014
%
%
%
Singapore
Cranes for hire and

general contractors
100
100
100
Singapore
Cranes for hire and

general contractors
100
100
100
(1)
Audited by Ernst & Young LLP, Singapore
(2)
The company is exempted from preparing statutory audited financial statements in Singapore. The financial position,
results and cash flows had been audited by Ernst & Young LLP, Singapore for the purpose of preparing the audited
combined financial statements. The financial results of the company for the 12-months ended 30 April 2012, 2013
and 2014 were consolidated in the combined financial statements.
For the financial years ended 30 April 2012, 2013 and 2014, the financial results of the subsidiaries
were combined with the Company on the basis that the Group is a continuation of the existing
businesses of the subsidiaries under common control. Accordingly, the equity interests in these
subsidiaries held by the Company for those financial years were deemed to be 100%.
A-35

30 APRIL 2012, 2013 AND 2014
15.
Financial assets:
Trade receivables
Amounts due from an associate
Deposits
Advances to employees
GST receivable
Others
Non-financial assets:
Deposits for purchase of property, plant and equipment
Deposit for purchase of investment property
2012
$
2013
$
2014
$
3,844,354
158,529
26,000
4,921,657
3,332,443
106,970
65,300
4,381,036
5,162
111,100
28,931
408,132
4,125
4,028,883
8,426,370
4,938,486
184,035
1,645,450
230,427
4,212,918
10,071,820
5,168,913
Trade receivables
Trade receivables are denominated in SGD, non-interest bearing and generally on 30 days (2013 &
2012: 30 days) terms. They are recognised at their original invoice amounts which represent their
fair values on initial recognition.
Amounts due from an associate

Amounts due from an associate are denominated in SGD, unsecured, non-interest bearing and
generally on 30 days (2013 & 2012: 30 days) terms. They are recognised at their original invoice
amounts which represent their fair values on initial recognition.
Receivables that are past due but not impaired

The Group has trade receivables amounting to $2,126,705 (2013: $3,495,209; 2012: $2,655,825)
that are past due at the end of the reporting period but not impaired. These receivables are
unsecured and the analysis of their aging at the end of the reporting period is as follows:
2012
$
Trade receivables past due but not impaired:
Lesser than 30 days
30 60 days
61 90 days
More than 90 days
A-36
2013
$
2014
$
755,233
680,112
399,935
820,545
1,392,145
778,723
521,596
802,745
958,041
594,492
295,054
279,118
2,655,825
3,495,209
2,126,705

30 APRIL 2012, 2013 AND 2014
15.
Trade and other receivables (contd)
Receivables that are impaired

The Groups trade receivables that are impaired at the end of the reporting period and the
movement of the allowance accounts used to record the impairment are as follows:
2012
$
2013
$
2014
$
289,438
(159,177)
120,889
(52,561)
77,205
(77,205)
130,261
68,328
At 1 May
Charge for the year
Written off
157,079
4,409
(2,311)
159,177
43,822
(150,438)
52,561
31,806
(7,162)
At 30 April
159,177
52,561
77,205
Trade receivables nominal amounts

Less: Allowance for impairment
Movement in allowance accounts:
Trade receivables that are individually determined to be impaired at the end of the reporting period
relate to debtors that are in significant financial difficulties and have defaulted on payments. Bad
debts of $27 (2013: $42,920; 2012: $17,709) were directly written off to the profit and loss during
the financial year ended 30 April 2014. These receivables are not secured by any collateral or
credit enhancements.
16.

2012
$
2013
$
2014
$
Fixed deposits
Pledged bank deposit
Cash at bank and on hand
1,000,000
5,025,119
102,182
3,006,669
102,182
2,959,638
Less: pledged bank deposit
6,025,119
3,108,851
(102,182)
3,061,820
(102,182)
Cash and cash equivalents
6,025,119
3,006,669
2,959,638
The maturity of the fixed deposits held by the Group in 2012 was one month and earned interest of
0.09% per annum.
Cash at banks are denominated in SGD and earns interest at floating rates based on daily deposit
rates.
Pledged bank deposit amounting to $102,182 (2013: $102,182; 2012: Nil) is pledged to a bank as
security for issuance of bankers guarantee to a customer of the Group.
A-37

30 APRIL 2012, 2013 AND 2014
17.

The Group has finance leases for certain items of cranes and motor vehicles and plant and
machinery (Note 11). The lease periods range from 1 to 8 years (2013: 1 to 8 years; 2012: 4 to 8
years). The effective average discount rate implicit in the leases is approximately 2.30% 5.48%
(2013: 2.30% 5.48%; 2012: 3.75% 5.48%) per annum. Certain terms require a subsidiary
company of the Group to maintain a minimum total net worth of $10 million at all times.
Future minimum lease payments under finance leases together with the present value of the net
minimum lease payments are as follows:
Not later than

one year
Later than one
year but not
later than five
years
Later than
five years
Total minimum
lease payments
Less: Amounts
representing
finance charges
Present value of
minimum lease
payments
Total
minimum
lease
payments
2012
$
Present
value of
payments
2012
$
2,518,091
2,072,259
7,008,507
Present
value of
payments
2013
$
Total
minimum
lease
payments
2014
$
Present
value of
payments
2014
$
3,347,427
2,886,533
4,935,579
4,388,341
6,080,018
10,126,057
9,290,950
13,450,841
12,482,130
2,121,850
2,025,333
979,767
959,291
2,564,240
2,477,527
11,648,448
10,177,610
14,453,251
13,136,774
20,950,660
19,347,998
(1,470,838)
10,177,610
10,177,610
Total
minimum
lease
payments
2013
$
(1,316,477)
13,136,774
13,136,774
The finance lease obligations are denominated in Singapore Dollars.
A-38
(1,602,662)
19,347,998
19,347,998

30 APRIL 2012, 2013 AND 2014
18.
Trade and other payables (current):

Trade payables
Other payables
Deposits received
GST payables
Payables to suppliers of plant and equipment
Other payables (non-current):

Total trade and other payables
2012
$
2013
$
2014
$
813,379
677
25,208
154,745
744,103
1,321
54,408
162,496
726,470
1,012,426
1,716
202,105
994,009
1,688,798
1,216,247
1,858,844
994,009
3,547,642
1,216,247
Trade payables
Trade payables are denominated in SGD, unsecured, non-interest bearing and are normally settled
on 30-days (2013 & 2012: 30 days) terms.

Payables to suppliers of plant and equipment are amounts due to suppliers for acquiring plant and
equipment by a subsidiary company. These payables were settled using lease financing from the
financial institutions in the financial year ended 30 April 2014.
A-39

30 APRIL 2012, 2013 AND 2014
19.
Bank borrowings
Non-current:
Loan 1
Loan 2
Loan 3
Loan 4
Current:
Loan 1
Loan 2
Loan 3
Loan 4
Total bank borrowings
2012
$
2013
$
2014
$
589,674
319,190
734,817
11,315,000
589,674
1,054,007
11,315,000
742,473
589,674
11,146
84,641
811,968
738,602
620,000
742,473
685,461
2,170,570
1,332,147
1,739,468
13,485,570
Loan 1
The loan is denominated in SGD and bears a fixed interest rate at 6.5% (2013 & 2012: 6.5%) per
annum. The loan is guaranteed, jointly and severally, by the directors of the Group and is secured
by a charge over an item of property, plant and equipment (Note 11) of the Group. The loan was
fully repaid in January 2014.
Loan 2
The loan is denominated in SGD, bears an interest rate at 1.38% (2013: 1.38%; 2012: Nil) per
annum and is repayable over 25 years commencing from 1 April 2013. The loan bears a fixed
interest rate of 1.38%, 1.38% and 1.95% for the first, second and third years respectively.
Thereafter, the loan bears a floating interest rate of 0.75% over the banks commercial financing
rate. In the financial year ended 30 April 2014, the Group has made an additional drawdown of
$495,504. The loan is secured by a legal mortgage over the leasehold properties and investment
property of the Group as disclosed in Notes 11 and 12 to the financial statements respectively and
a joint and several guarantee provided by the directors of the Group. The loan includes a financial
covenant which requires a subsidiary company of the Group to maintain a minimum total net worth
of $10 million throughout the tenure of the loan.
Loan 3
The loan is denominated in SGD, bears a floating interest rate at 1.65% (2013: 1.35%; 2012: Nil)
per annum, based on 3.35% (2013: 3.65%; 2012: Nil) per annum below the banks board rate, and
is fully repayable over 10 years in May 2022. The loan is secured by a legal mortgage of the
investment property referred to in Note 12 to the financial statements, assignment of rental
proceeds relating to the investment property and a joint and several guarantee provided by the
directors of the Group.
A-40

30 APRIL 2012, 2013 AND 2014
19.
Bank borrowings (contd)

The carrying amounts of loan 2 and 3 have been classified as current liabilities as full redemption
of the loans are expected to be made within the next twelve months from the financial year ended
30 April 2014 in connection with the approved sales of the investment properties. The approved
sales of the investment properties are further disclosed in Notes 12 and 31 to the combined
Loan 4
The loan is denominated in SGD, bears a floating interest rate of 1-month SIBOR + 1.50% (2013
and 2012: Nil) per annum and is repayable over 20 years in July 2033. The loan is secured by a
legal mortgage over the leasehold properties and investment property of the Group as disclosed in
Notes 11 and 12 to the financial statements respectively and a joint and several guarantee
provided by the directors of the Group. The loan includes a financial covenant which requires one
of the subsidiaries of the Group to maintain a minimum total net worth of $10 million throughout the
tenure of the loan.
20.

Deferred tax liabilities as at 30 April relate to the following:
2012
$
2013
$
2014
$
Balance at beginning of year

Movement for the year (Note 9)
1,221,569
295,791
1,517,360
(382,081)
1,135,279
327,437
Balance at end of year
1,517,360
1,135,279
1,462,716
The deferred tax liabilities mainly relate to differences in depreciation for tax purposes.
21.
Share capital
2012
2013
No. of
shares
No. of
shares
At 1 May
Issuance of bonus
ordinary shares
700,000
700,000
700,000
At 30 April
700,000
700,000
2014
No. of
shares
700,000
1,200,000
1,200,000
500,000
500,000
1,200,000
1,200,000
1,200,000
1,200,000
Issued and fully paid

ordinary shares:
During the financial year ended 30 April 2013, a subsidiary company of the Group, Moh Seng
Cranes Pte. Ltd., issued 500,000 bonus ordinary shares in the proportion of one ordinary share for
every one ordinary share held by the registered holders. The newly issued bonus ordinary shares
rank pari passu in all respects with the previously issued ordinary shares.
A-41

30 APRIL 2012, 2013 AND 2014
21.
Share capital (contd)

The holders of ordinary shares are entitled to receive dividends as and when declared by the
Company. All ordinary shares carry one vote per share without restrictions. The ordinary shares
have no par value.
The Company has not been incorporated as at 30 April 2014. Accordingly, the share capital of the
Group refers to the combined paid-up capital of Moh Seng Cranes Pte. Ltd. and Moh Seng
Services Pte. Ltd..
Subsequent to 30 April 2014, the Company was incorporated on 21 May 2014 with 1 initial
subscriber share of $1. Pursuant to the Restructuring Exercise, the Company acquired the entire
equity interest in Moh Seng Cranes Pte. Ltd., Moh Seng Services Pte. Ltd. and MS Equipment Pte.
Ltd. as disclosed in Notes 1.2(b) and 1.2(c).
22.
Due to directors
Amounts due to directors are denominated in SGD, non-trade related, unsecured, non-interest
bearing and repayable on demand.
23.
Dividends
2012
$
2013
$
2014
$
1,000,000
1,000,000
500,000
200,000
1,500,000
1,200,000
Declared during the financial year

Dividends on ordinary shares:
Moh Seng Cranes Pte. Ltd.
Final exempt dividend for 2014: Nil (2013: $1; 2012: $2)
per share
Moh Seng Services Pte. Ltd.
Final exempt dividend for 2014: Nil (2013: $1; 2012: $2.50)
per share
The dividends have been declared by Moh Seng Cranes Pte. Ltd. and Moh Seng Services Pte. Ltd.
to its existing shareholders prior to the Restructuring Exercise. The dividend per share is calculated
based on the number of ordinary shares of the respective companies in issue as at date of
dividend declaration.
A-42

30 APRIL 2012, 2013 AND 2014
24.
Significant related party transactions
Sale and purchase of goods and services

In addition to the related party information disclosed elsewhere in the combined financial
statements, the following significant transactions between the Group and related parties took place
at terms agreed between the parties during the financial year:
2012
$
Sales of plant and equipment to an associate
Leasing of mobile cranes to an associate
Hiring of mobile cranes and manpower from an associate
2013
$
4,000,000
12,750
2014
$
214,489
399,450
Compensation of key management personnel

2012
$
Short-term employee benefits
Central Provident Fund contributions
Comprise amounts paid to :

Directors of the Group
Other key management personnel
A-43
2013
$
2014
$
1,376,962
34,960
648,620
43,035
774,500
42,635
1,411,922
691,655
817,135
1,411,922
691,655
803,935
13,200
1,411,922
691,655
817,135

30 APRIL 2012, 2013 AND 2014
25.
Commitments
(a)
Operating lease commitments

Non-cancellable operating lease commitments As lessor
The Group has entered into commercial property leases on its leasehold properties and
investment property. These non-cancellable leases have remaining lease terms of between 2
months and 3 years as at 30 April 2014 (2013: 8 months and 2 years; 2012: 1 year and 2
years).
Future minimum rental receivables under non-cancellable of leases at the end of the
reporting period are as follows:

Later than one year but not later than five years
2012
$
2013
$
2014
$
252,395
167,016
248,068
108,740
603,237
762,662
419,411
356,808
1,365,899
Non-cancellable operating lease commitments As lessee

The Group has entered into commercial leases on warehouse spaces and has paid land
rents for its leasehold property. These non-cancellable leases and land rents have remaining
lease terms of between 8 months and 27 months as at 30 April 2014 (2013: 20 months;
2012: 32 months).
Minimum lease payments recognised as an expense in profit or loss for the financial year
ended 30 April 2014 amounted to $579,533 (2013: $363,150; 2012: $150,955).
Future minimum rental payable under non-cancellable operating leases at the end of the
reporting period are as follows:

Later than one year but not later than five years
A-44
2012
$
2013
$
2014
$
336,000
560,000
336,000
224,000
545,216
401,520
896,000
560,000
946,736

30 APRIL 2012, 2013 AND 2014
25.
Commitments (contd)
(b)
Capital commitments
Capital expenditure contracted for as at the end of the reporting period but not recognised in
the financial statements are as follows:
Capital commitments in respect of investment

properties
2012
$
2013
$
2014
$
6,139,541
2,312,352
1,816,848
21,921,550
7,762,210
2013
$
2014
$
1,139,200
1,286,960
Capital commitments in respect of property,

plant and equipment
26.
Contingent liabilities
2012
$
Corporate guarantees given to secure banking
facilities granted to an associate
No liability is recognised from the issuance of the corporate guarantees issued to an associate as
management has assessed the risk of default to be remote and therefore, the fair value of the
financial guarantee to be immaterial.
A-45

30 APRIL 2012, 2013 AND 2014
27.
Fair value of assets and liabilities

(a)
Fair value hierarchy

The Group categories fair value measurements using a fair value hierarchy that is dependent
on the valuation inputs used as follows:
Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities
that the Group can access at the measurement date;
Level 2 Inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly or indirectly; and
Level 3 Unobservable inputs for the asset or liability.
Fair value measurements that use inputs of different hierarchy levels are categorised in its
entirety in the same level of the fair value hierarchy as the lowest level input that is significant
to the entire measurement.
There has been no transfer between Level 1, Level 2 and Level 3 during the financial years
ended 30 April 2012, 2013 and 2014.
(b)
Fair value of financial instruments by classes that are not carried at fair value and
whose carrying amounts are reasonable approximation of fair value
Trade and other receivables and payables (Notes 15 and 18), cash and bank balances (Note
16), amounts due to directors (Note 22), obligations under finance leases (Note 17) and
bank borrowings (Note 19).
The carrying amounts of these financial assets and liabilities are reasonable approximation
of fair values as they are short-term in nature, market interest rate instruments, or fixed rate
instruments whereby the fixed rates approximate market interest rates on or near the end of
the reporting period.
A-46

30 APRIL 2012, 2013 AND 2014
27.
Fair value of assets and liabilities (contd)

(c)
Asset not carried at fair value but for which fair value is disclosed
The following table shows an analysis of the Groups assets not measured at fair value at 30
April 2014 but for which fair value is disclosed.
Quoted
prices in
active
markets for
identical
instruments
(Level 1)
$
Significant
observable
inputs other
than quoted
prices
(Level 2)
$
Significant
unobservable
inputs
(Level 3)
$
Total
$
Carrying
amount
$
6,083,152
6,083,152
5,265,737
2014
Group
Non-financial asset:
(Note 12)
The Group engages external, independent and qualified valuer to determine the fair value of
the Groups investment properties at financial year end.
Management is responsible for selecting and engaging valuation expert that possesses the
relevant credentials and knowledge for the valuation of the investment properties.
For valuation performed by external valuer, management reviews the appropriateness of the
valuation methodologies and assumptions adopted. In determining the fair value of the
investment properties, the valuation of the investment properties is based on comparable
market transactions that considers sales of similar properties within the developments that
have been transacted in the open market.
A-47

30 APRIL 2012, 2013 AND 2014
27.
Fair value of assets and liabilities (contd)

(d)
Classification of financial assets and liabilities

2012
$
2013
$
2014
$
4,028,883
6,025,119
8,426,370
3,108,851
4,938,486
3,061,820
Total financial assets
10,054,002
11,535,221
8,000,306
Financial liabilities carried at amortised cost

Trade and other payables (Note 18)
Due to directors
Bank borrowings (Note 19)
Finance lease obligations (Note 17)
994,009
941,214
5,351,662
1,332,147
10,177,610
3,547,642
429,953
6,581,081
1,739,468
13,136,774
1,216,247
779,562
6,248,029
13,485,570
19,347,998
Total financial liabilities
18,796,642
25,434,918
41,077,406
Loans and receivables

Trade and other receivables (Note 15)
Cash and fixed deposits
28.
Financial risk management objectives and policies

The Group is exposed to financial risks arising from its operations and the use of financial
instruments. The key financial risks include interest rate risk, credit risk, liquidity risk and foreign
exchange risk.
The following sections provide details regarding the Groups exposure to the above-mentioned
financial risks and the objectives, policies and processes for the management of these risks.
There has been no change to the Groups exposure to these financial risks or the manner in which
it manages and measures the risks.
Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Groups financial
instruments will fluctuate because of changes in market interest rates. The Groups exposure to
interest rate risk arises primarily from bank borrowings and obligations under finance leases.
Sensitivity analysis for interest rate risk

At the end of the reporting period, if SGD interest rates had been 50 (2013: 50; 2012: 50) basis
points lower/higher with all other variables held constant, the Groups profit before tax would have
been approximately $101,676 (2013: $5,579; 2012: Nil) higher/lower, arising mainly as a result of
lower/higher interest expense on the above-mentioned floating rate bank borrowings and
obligations under finance leases.
A-48

30 APRIL 2012, 2013 AND 2014
28.
Financial risk management objectives and policies (contd)
Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a
counterparty defaults on its obligations. The Groups exposure to credit risk arises primarily from
trade receivables. For other financial assets, the Group minimises credit risk by dealing exclusively
with high credit rating counterparties.
Credit exposure to an individual customer or counterparty is generally restricted by credit limits that
are approved by management based on ongoing credit evaluation. The counterpartys payment
profile and credit exposure are continually monitored by management.
As at the end of the reporting period, the Groups trade receivables are all due from debtors
located in Singapore. There is no significant concentration of credit risks.
Exposure to credit risk

At the end of the reporting period, the Groups maximum exposure to credit risk towards financial
guarantee contracts is represented by:
-
A nominal amount of $1,286,960 (2013: $1,139,200 & 2012: Nil) relating to a corporate
guarantee provided by the Group to the banks for facilities granted to an associate.
Information regarding credit enhancements for trade and other receivables is disclosed in Note 15.
Credit risk concentration profile

At the end of the reporting period, approximately:
-
34.6% (2013: 21.5%; 2012: 18.1%) of the Groups trade and receivables were due from 5
major customers of the Group located in Singapore.
Financial assets that are neither past due nor impaired

Trade and other receivables that are neither past due nor impaired are with creditworthy debtors
with good payment record with the Group. Cash and fixed deposits that are neither past due nor
impaired are placed with or entered into with reputable financial institutions or companies with high
credit ratings and no history of default.
Financial assets that are either past due or impaired

Information regarding financial assets that are either past due or impaired is disclosed in Note 15
to the financial statements (Trade and other receivables).
A-49

30 APRIL 2012, 2013 AND 2014
28.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due
to shortage of funds. The Groups exposure to liquidity risk arises primarily from mismatch of the
maturities of financial assets and liabilities. The Groups objective is to maintain a balance between
continuity of funding and flexibility through the use of stand-by credit facilities.
The table below summarises the maturity profile of the Groups financial assets and liabilities at the
end of the reporting period based on contractual undiscounted repayment obligations.
One year or
less
$
One to five
years
$
Over five
years
$
Financial assets:
4,938,486
3,061,820
4,938,486
3,061,820
Total undiscounted financial assets
8,000,306
8,000,306
Financial liabilities:
Due to directors
Bank borrowings
Finance lease obligations
1,216,247
779,562
6,248,029
2,433,613
4,935,579
4,113,818
13,450,841
12,113,632
2,564,240
1,216,247
779,562
6,248,029
18,661,063
20,950,660
Total undiscounted financial liabilities
15,613,030
17,564,659
14,677,872
47,855,561
Total net undiscounted financial liabilities
(7,612,724)
(17,564,659)
(14,677,872)
(39,855,255)
Total
$
2014
2013
Financial assets:
8,426,370
3,108,851
8,426,370
3,108,851
11,535,221
11,535,221
1,688,798
429,953
6,581,081
715,595
3,347,427
1,858,844
511,393
10,126,057
719,229
979,767
3,547,642
429,953
6,581,081
1,946,217
14,453,251
12,762,854
12,496,294
1,698,996
26,958,144
(1,227,633)
(12,496,294)
(1,698,996)
(15,422,923)

Due to directors
Bank borrowings
A-50

30 APRIL 2012, 2013 AND 2014
28.
Liquidity risk (contd)

One year or
less
$
One to five
years
$
Over five
years
$
4,028,883
6,025,119
4,028,883
6,025,119
10,054,002
10,054,002
Trade payables and other payables
Due to directors
Bank borrowings
994,009
941,214
5,351,662
803,519
2,518,091
602,639
7,008,507
2,121,850
994,009
941,214
5,351,662
1,406,158
11,648,448
10,608,495
7,611,146
2,121,850
20,341,491
(7,611,146)
(2,121,850)
(10,287,489)
Total
$
2012
Financial assets:

(554,493)
A-51

30 APRIL 2012, 2013 AND 2014
28.
Liquidity risk (contd)

The table below shows the contractual expiry by maturity of the Groups contingent liabilities. The
maximum amount of the financial guarantee contracts are allocated to the earliest period in which
the guarantee could be called.
One year or
less
$
One to five
years
$
Over five
years
$
1,286,960
1,286,960
1,139,200
1,139,200
Total
$
2014
Financial guarantees
2013
2012
Foreign exchange risk

The Groups foreign currency exposure arises from the purchases of new cranes, which are mainly
denominated in EUR. For such purchases, the Group is typically required to place an initial deposit
of up to 10% of the purchase price with the balance of 90% due upon delivery of the crane. The
above purchases are hedged through entering into short term forward contracts for settlement
during the next few months prior to delivery. Upon expiry of the forward contract, it will be funded
through the hire purchase arrangement denominated in SGD. If the purchases are not hedged, the
cranes will be purchased at the spot rate through hire purchase arrangement denominated in SGD.
The purchases of other assets are denominated in SGD. There were no outstanding forward
contracts as of the respective balance sheet dates.
The percentage of the Groups purchases of cranes and motor vehicles denominated in the
different currencies for financial years ended 30 April 2012, 2013 and 2014 was as follows:
SGD
EUR
A-52
2012
%
2013
%
2014
%
100.0
2.3
97.7
6.2
93.8
100.0
100.0
100.0

30 APRIL 2012, 2013 AND 2014
29.
Capital management
Capital includes debt and equity items as disclosed in the table below.
The primary objective of the Groups capital management is to ensure that it maintains a strong
credit rating and healthy capital ratios in order to support its business and maximise shareholder
value.
The Group manages its capital
economic conditions. To maintain
payment to shareholders, return
made in the objectives, policies
2014.
structure and makes adjustments to it, in light of changes in

or adjust the capital structure, the Group may adjust the dividend
capital to shareholders or issue new shares. No changes were
or processes during the years ended 30 April 2012, 2013 and
Management monitors capital using a gearing ratio, which is net debt divided by total capital plus
net debt. Net debt is calculated as borrowings plus trade payables and other payables less cash
and cash equivalents. Total capital is the equity attributable to owners of the Company. The
Groups overall strategy remains unchanged from financial years ended 2012 to 2014.
2012
$
2013
$
2014
$
Trade payables and other payables (Note 18)

Due to directors
Bank borrowings (Note 19)
Finance lease obligations (Note 17)
Less: Cash and cash equivalents (Note 16)
994,009
941,214
5,351,662
1,332,147
10,177,610
(6,025,119)
3,547,642
429,953
6,581,081
1,739,468
13,136,774
(3,006,669)
1,216,247
779,562
6,248,029
13,485,570
19,347,998
(2,959,638)
Net debt
12,771,523
22,428,249
38,117,768
Equity attributable to the owners of the Company
13,999,802
17,707,532
20,927,536
Capital and net debt
26,771,325
40,135,781
59,045,304
48%
56%
65%
Gearing ratio
30.
Segment information
The Group has only one operating segment from the hiring of mobile cranes and lorry cranes.
Management has not identified any business or operating units separately for purpose of making
decisions about resource allocation and performance assessment.
A-53

30 APRIL 2012, 2013 AND 2014
30.
Segment information (contd)
Geographical information
Revenue and non-current assets information based on the geographical location of customers and
assets respectively are as follows:
2012
$
2013
$
2014
$
Revenue
Singapore
14,006,338
16,675,085
16,980,576
Non-current asset
Singapore
24,691,011
32,618,021
51,131,334
Information about major customers

Revenue from 5 major customers contributed 31.6% (2013: 21.2%; 2012: 17.2%) of the total
revenue of the Group.
31.
Events occurring after the reporting period

On 15 September 2014, the Groups wholly owned subsidiaries have entered into conditional Sale
and Purchase Agreements as follows:
a.
Moh Seng Cranes Pte. Ltd. entered into conditional Sale and Purchase Agreement with YSL
Property Pte. Ltd. to sell its investment property, an office unit at Robinson Square, for a
price of $3,400,000 and
b.
Moh Seng Services Pte. Ltd. entered into conditional Sale and Purchase Agreement with NY
Property Pte. Ltd. to sell its investment property at 3 & 3A Thomson Ridge, for a price of
$4,500,000.
YSL Property Pte. Ltd. and NY Property Pte. Ltd. are owned by the shareholders of the Company.
The completion date for the agreements is expected to take place in last quarter of 2014, subject to
certain terms and conditions being met.
In connection with the proposed sale of the investment properties, the Group has classified the
carrying amount of the investment properties as current assets. Correspondingly, the bank
borrowings obtained by the Group to finance the purchase of the investment properties have been
classified as current liabilities as the full redemption of the borrowings has been made in
September 2014.
32.
Authorisation of combined financial statements

The combined financial statements for the financial years ended 30 April 2012, 2013 and 2014
were authorised for issue in accordance with a resolution of the directors on 29 October 2014.
A-54
APPENDIX B INDEPENDENT AUDITORS REPORT AND THE UNAUDITED PRO

FORMA GROUP FINANCIAL INFORMATION FOR THE FINANCIAL YEAR ENDED
30 APRIL 2014
INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PRO FORMA GROUP FINANCIAL
INFORMATION OF MS HOLDINGS LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR
ENDED 30 APRIL 2014
29 October 2014
The Board of Directors
MS Holdings Limited
22 Pandan Road
Singapore 609274
Dear Sirs
We have completed our assurance engagement to report on the compilation of Unaudited Pro Forma
Group Financial Information of MS Holdings Limited and its subsidiaries (the Group) by management.
The Unaudited Pro Forma Group Financial Information consists of the pro forma combined balance sheet
as at 30 April 2014, the pro forma combined statement of comprehensive income for the financial year
ended 30 April 2014, the pro forma combined statement of cash flows for the financial year ended 30
April 2014, and related notes (collectively the Unaudited Pro Forma Group Financial Information) as set
out in Appendix B of the Offer Document dated 29 October 2014 issued by the Group. The applicable
criteria on the basis of which management has compiled the Unaudited Pro Forma Group Financial
Information are described in Explanatory Note 1 and 2.
The Unaudited Pro Forma Group Financial Information has been compiled by management to illustrate
the impact of the events set out in Explanatory Note 1 and 2 on the Groups financial position as at 30
April 2014 and its financial performance and cash flow for the year ended 30 April 2014 as if the events
had taken place at 30 April 2014 and 1 May 2013 respectively. As part of this process, information about
the Groups financial position, financial performance and cash flows have been extracted by management
from the Groups financial statements for the year ended 30 April 2014, on which an audit report has
been published.
Managements Responsibility for the Unaudited Pro Forma Group Financial Information
Management is responsible for compiling the Unaudited Pro Forma Group Financial Information on the
basis as described in Explanatory Note 1 and 2.
Practitioners Responsibilities
Our responsibility is to express an opinion about whether the Unaudited Pro Forma Group Financial
Information has been compiled, in all material respects, by management on the basis as described in
Explanatory Note 1 and 2.
We conducted our engagement in accordance with Singapore Standard on Assurance Engagements
(SSAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information
Included in a Prospectus, issued by the Institute of Singapore Chartered Accountants. This standard
requires that the practitioner comply with ethical requirements and plan and perform procedures to obtain
reasonable assurance about whether management has compiled, in all material respects, the Unaudited
Pro Forma Group Financial Information on the basis as described in Explanatory Note 1 and 2.
For purposes of this engagement, we are not responsible for updating or reissuing any reports or
opinions on any historical financial information used in compiling the Unaudited Pro Forma Group
Financial Information, nor have we, in the course of this engagement, performed an audit or review of the
financial information used in compiling the Unaudited Pro Forma Group Financial Information.
B-1

30 APRIL 2014
INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PRO FORMA GROUP FINANCIAL
INFORMATION OF MS HOLDINGS LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL YEAR
ENDED 30 APRIL 2014
Practitioners Responsibilities (contd)

The purpose of Unaudited Pro Forma Group Financial Information included in an offer document is solely
to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity
as if the event had occurred or the transaction had been undertaken at an earlier date selected for
purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the
event or transaction at 30 April 2014 would have been as presented.
A reasonable assurance engagement to report on whether the Unaudited Pro Forma Group Financial
Information has been compiled, in all material respects, on the basis of the applicable criteria involves
performing procedures to assess whether the applicable criteria used by management in the compilation
of the Unaudited Pro Forma Group Financial Information provide a reasonable basis for presenting the
significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate
evidence about whether:
(i)
The related pro forma adjustments give appropriate effect to those criteria; and
(ii)
The Unaudited Pro Forma Group Financial Information reflects the proper application of those
adjustments to the unadjusted financial information.
The procedures selected depend on the practitioners judgment, having regard to the practitioners
understanding of the nature of the Group, the event or transaction in respect of which the Unaudited Pro
Forma Group Financial Information has been compiled, and other relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma Group
Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Opinion
In our opinion,
(a)
The Unaudited Pro Forma Group Financial Information has been compiled:
(i)
(ii)
in a manner consistent with the accounting policies adopted by MS Holdings Limited in its
latest audited financial statements, which are in accordance with Singapore Financial
Reporting Standards;
on the basis of the applicable criteria stated in Explanatory Note 1 and 2 to the Unaudited
Pro Forma Group Financial Information; and
each material adjustment made to the information used in the preparation of the Unaudited Pro
Forma Group Financial Information is appropriate for the purpose of preparing such unaudited
financial information.
ERNST & YOUNG LLP

Public Accountants and
Chartered Accountants
Singapore
Partner-in-charge: Chan Yew Kiang
(Date of appointment: Since financial year ended 30 April 2014)
B-2

30 APRIL 2014
UNAUDITED PRO FORMA COMBINED STATEMENT OF COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 30 APRIL 2014
Unaudited
Audited
pro forma
combined
combined
statement of
Unaudited
statement of
comprehensive pro forma
comprehensive
income
adjustments
income
$
$
$
Revenue
Cost of sales
16,980,576
(9,984,070)
(275,893)
16,980,576
(10,259,963)
Gross profit
6,996,506
(275,893)
6,720,613
Other income
1,184,745
817,415
2,002,160
(86,825)
(3,533,924)
(755,943)
(26,032)
(48,926)
(165,556)
(86,825)
(3,582,850)
(921,499)
(26,032)
Profit before tax
3,778,527
327,040
4,105,567
Income tax expenses
(558,523)
(558,523)
Profit net of tax, representing total comprehensive

income for the year attributable to owners of
the Company
3,220,004
327,040
3,547,044
3.9
0.4
4.3
Expenses
Finance costs
Earnings per share attributable to owners of the

Company (cents per share)
Basic and diluted*
It is computed based on pre-Placement share capital of 82,000,000 shares.
B-3

30 APRIL 2014
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS AT 30 APRIL 2014
Audited
combined
balance sheet
$
Unaudited
pro forma
adjustments
$
Unaudited
pro forma
combined
balance sheet
$
50,680,942
450,392
7,136,907
57,817,849
450,392
ASSETS
Non-current assets
51,131,334
7,136,907
58,268,241
Current assets
5,168,913
168,266
3,061,820
(200,000)
(1,817,071)
4,968,913
168,266
1,244,749
Investment properties classified as held-for-sale
8,398,999
5,265,737
(2,017,071)
(5,265,737)
6,381,928
13,664,736
(7,282,808)
6,381,928
64,796,070
(145,901)
64,650,169
1,216,247
779,562
4,388,341
6,248,029
2,170,570
628,412
946,353
(6,248,029)
1,216,247
779,562
5,334,694
2,170,570
628,412
15,431,161
(5,301,676)
10,129,485
14,959,657
11,315,000
1,462,716
700,000
4,828,733
19,788,390
11,315,000
1,462,716
700,000
28,437,373
4,828,733
33,266,106
Total assets
EQUITY AND LIABILITIES
Current liabilities
Due to directors
Bank borrowings
Bank borrowings
Total liabilities
43,868,534
(472,943)
43,395,591
Net assets
20,927,536
327,042
21,254,578
Equity attributable to owners of the Company

Share capital
Merger reserve
Retained earnings
1,200,000
19,727,536
Total equity
20,927,536
327,042
21,254,578
Total equity and liabilities
64,796,070
(145,901)
64,650,169
B-4
19,728,000
(19,727,998)
327,040
20,928,000
(19,727,998)
20,054,576

30 APRIL 2014
UNAUDITED PRO FORMA COMBINED STATEMENT OF CASH FLOWS
Note
Audited
combined
statement of
cash flows
$
Unaudited
pro forma
adjustments
$
Unaudited
pro forma
combined
statement of
cash flows
$
Operating activities:
Profit before tax
Adjustments for:
3,778,527
327,040
4,105,567

Gain on disposal of investment properties held-for-sale
Interest expense
Net foreign exchange loss
1,947,140
65
31,686
(18,300)
26,032
31,806
27
755,943
275,893
(817,415)
165,556
48,926
2,223,033
65
31,686
(18,300)
26,032
31,806
27
(817,415)
921,499
48,926
Total adjustments
2,774,399
(327,040)
2,447,359
Operating cash flows before changes in

working capital
6,552,926
6,552,926
Changes in working capital:

Decrease in trade and other receivables
Decrease in prepaid operating expenses
Decrease in trade and other payables
Increase in accrued operating expenses
354,369
23,231
(79,133)
349,609
354,369
23,231
(79,133)
349,609
Total changes in working capital
648,076
648,076
7,201,002
7,201,002
Cash flows from operations

Income tax paid
Interest paid
Net cash flows from/(used in) operating activities
(1,015,134)
(755,943)
(165,556)
(1,015,134)
(921,499)
5,429,925
(165,556)
5,264,369
(3,610,799)
(4,700)
18,300
(547,502)
(4,158,301)
(4,700)
18,300
Investing activities:
Proceeds from disposal of plant and equipment in
prior year
3,101,682
Net cash flows used in investing activities
(495,517)
B-5
(547,502)
3,101,682
(1,043,019)

30 APRIL 2014
UNAUDITED PRO FORMA COMBINED STATEMENT OF CASH FLOWS
Audited
combined
statement of
cash flows
$
Unaudited
pro forma
adjustments
$
Unaudited
pro forma
combined
statement of
cash flows
$
Repayment of bank borrowings

Proceeds from issuance of shares during incorporation
Repayment to directors
(1,149,402)
(3,832,037)
2
(939,138)
(164,877)
(1,149,402)
2
(4,771,175)
(164,877)
Net cash flows used in financing activities
(4,981,439)
(1,104,013)
(6,085,452)
Net decrease in cash and cash equivalents

Cash and cash equivalents at 1 May
(47,031)
3,006,669
(1,817,071)
(1,864,102)
3,006,669
Cash and cash equivalents at 30 April
2,959,638
(1,817,071)
1,142,567
Note
Financing activities:
Note to the combined cash flow statement

A.
Current year additions to property, plant and

equipment
Add:
Deposits made for purchase of property, plant,
and equipment
Payables converted to obligations under finance
leases
Less:
Deposits made for purchase of property, plant,
and equipment in prior year
Net foreign exchange loss on acquisition of plant
and equipment
Increase in obligations under finance leases
Net cash outflow for purchase of property, plant
and equipment
B-6
Audited
combined
statement of
cash flows
$
Unaudited
pro forma
adjustments
$
Unaudited
pro forma
combined
statement of
cash flows
$
25,283,769
7,412,800
32,696,569
230,427
(200,000)
30,427
2,585,314
2,585,314
(1,645,450)
(1,645,450)
(400,000)
(12,400,000)
(10,043,261)
48,926
(6,714,224)
48,926
(400,000)
(12,400,000)
(16,757,485)
3,610,799
547,502
4,158,301

30 APRIL 2014
NOTES TO THE UNAUDITED PRO FORMA GROUP FINANCIAL INFORMATION
Explanatory Notes
1.
Significant Events
Save for the following significant events discussed below (Significant Event), the directors, as at
the date of this report, are not aware of other significant acquisition, disposal of assets and
subsidiaries or significant changes made to the capital structure of the Group subsequent to 30
April 2014:
(a)
Incorporation of the Company and acquisition of subsidiaries

On 21 May 2014, the Company was incorporated in Singapore as an investment holding
company with an issued and paid-up share capital of $1.00.
On 21 May 2014, MS Equipment Pte. Ltd. was incorporated in Singapore for trading of
cranes with an issued and paid-up share capital of $1.00.
The Company was incorporated for the purpose of acquiring the existing operating entities,
Moh Seng Cranes Pte. Ltd., Moh Seng Services Pte. Ltd. and a newly incorporated entity,
MS Equipment Pte. Ltd. pursuant to the restructuring exercise.
Company, Yap Sian Lay, Ng Chui Hwa, Yap Chin Hock and Yap Bee Ling, the Company
acquired from Yap Sian Lay, Ng Chui Hwa, Yap Chin Hock and Yap Bee Ling (collectively, the
Shareholders) the entire issued and paid-up share capital of Moh Seng Cranes Pte. Ltd.,
Moh Seng Services Pte. Ltd. and MS Equipment Pte. Ltd.. The consideration was satisfied by
the allotment and issue of 20,927,999 new shares.
Pursuant to the completion of the restructuring exercise, Moh Seng Cranes Pte. Ltd., Moh
Seng Services Pte. Ltd. and MS Equipment Pte. Ltd. became wholly owned subsidiaries of
the Company.
The Company and its subsidiaries, Moh Seng Cranes Pte. Ltd., Moh Seng Services Pte. Ltd.
and MS Equipment Pte. Ltd. are collectively defined as the Group in the Unaudited Pro
Forma Group Financial Information.
(b)
Disposal of investment properties

On 15 September 2014, the Groups subsidiaries entered into agreements with YSL Property
Pte. Ltd. and NY Property Pte. Ltd. for the sale of the Robinson Square Property and the
Thomson Ridge Shophouse respectively. YSL Property Pte. Ltd. and NY Property Pte. Ltd.
are equally owned by the Executive Chairman, Ng Chui Hwa (50%) and the Technical
Director, Yap Sian Lay (50%). The aggregate consideration for the disposal was $6,083,152
(after adjusting for the percentage of completion for uncompleted Robinson Square Property)
based on the market valuation of the investment properties. The completion date for the
agreements is expected to take place in last quarter of 2014, subject to certain terms and
conditions being met.
The consideration for the disposal of these properties was satisfied by netting off against an
amount owing to directors amounting to $6,248,029. A net cash outlay of $164,877 has been
paid for the shortfall between the sales consideration and the amount owing to directors.
B-7

30 APRIL 2014
Explanatory Notes (contd)

1.
Significant Events (contd)

(b)
Disposal of investment properties (contd)

Considering the carrying amounts of investment properties amounting to $5,265,737, a gain
on disposal of $817,415 in relation to these transactions has been recognised to the
Unaudited Pro Forma Combined Statement of Comprehensive Income.
(c)
Acquisition of plant and equipment

Subsequent to 30 April 2014, a subsidiary acquired two mobile cranes with an aggregate
cost of $7,412,800. It was partially financed by means of finance leases of $6,714,224 and
deposit paid in FY2014 of $200,000. The cash outflow on the acquisition of plant and
equipment was $547,502, after deducting the above finance leases, deposit paid and foreign
exchange loss.
2.
Basis of preparation of the Unaudited Pro Forma Group Financial Information

The Unaudited Pro Forma Group Financial Information has been prepared based on the audited
combined financial statements of MS Holdings Limited for the financial year ended 30 April 2014
which were prepared in accordance with the Singapore Financial Reporting Standards (FRS) and
audited by Ernst & Young LLP, Singapore, in accordance with the Singapore Standards on Auditing.
The auditors report on these combined financial statements was not qualified.
The Unaudited Pro Forma Group Financial Information has been prepared using the same
accounting policies and methods of computation in the preparation of the audited combined
financial statements for the financial year ended 30 April 2014.
The Unaudited Pro Forma Group Financial Information has been prepared for illustrative purposes
only. These are prepared based on certain assumptions and after making certain adjustments to
show what:
(i)
the unaudited combined statement of comprehensive income of the Group for the financial
year ended 30 April 2014 would have been if the above Significant Events had occurred from
1 May 2013 to 30 April 2014;
(ii)
the unaudited combined statement of cash flows of the Group for the financial year ended 30
April 2014 would have been if the above Significant Events had occurred from 1 May 2013 to
30 April 2014; and
(iii)
the unaudited combined balance sheet of the Group as at 30 April 2014 would have been if
the foresaid Significant Events had occurred on 30 April 2014.
Based on the assumptions discussed above, the following material adjustments have been made to
the audited combined financial statements for the financial year ended 30 April 2014 in arriving at
the Unaudited Pro Forma Group Financial Information.
B-8

30 APRIL 2014

2.
Basis of preparation of the Unaudited Pro Forma Group Financial Information (contd)
(a)
Incorporation of the Company and acquisition of subsidiaries

Effect of the pro forma adjustments subsequent to 30 April 2014 and adjusted respectively
as appropriate for the following:
Unaudited pro forma combined balance sheet
Increase
As at
30 April 2014
$
Share capital
Merger reserve
2
19,728,000
19,727,998
Unaudited pro forma combined statement of cash flows

Increase
As at
30 April 2014
$
Financing activities
Proceeds from issuance of shares during incorporation
(b)
Disposal of investment properties

Increase/
(Decrease)
As at
30 April 2014
$
Investment properties held-for-sale
Due to directors
Retained earnings
(5,265,737)
(164,877)
(6,248,029)
817,415
B-9

30 APRIL 2014

2.
(b)
Disposal of investment properties (contd)

Unaudited pro forma combined statement of comprehensive income
Increase
As at
30 April 2014
$
Other income
817,415

Increase
As at
30 April 2014
$
(c)
Operating activities
Profit before tax
Adjustments for: Gain on disposal of investment properties held-for-sale
817,415
817,415
Repayment to directors
164,877
Acquisition of plant and equipment

Increase/
(Decrease)
As at
30 April 2014
$
Retained earnings
7,136,907
(1,652,196)
(200,000)
5,775,086
(490,375)
B-10

30 APRIL 2014

2.
(c)
Acquisition of plant and equipment (contd)

Unaudited pro forma combined statement of comprehensive income
Increase
As at
30 April 2014
$
Cost of sales
Finance costs
275,893
48,926
165,556

Increase/
(Decrease)
As at
30 April 2014
$
Operating activities
Profit before tax
Adjustments for:
Net foreign exchange loss
Interest expense
Interest paid
(490,375)
275,893
48,926
165,556
165,556
Investing activities
547,502
939,138
The Unaudited Pro Forma Group Financial Information, because of its nature, is not
necessarily indicative of the results of the operations, cash flows and financial position that
would have been attained had the Significant Events actually occurred earlier.
B-11
APPENDIX C SUMMARY OF ARTICLES OF ASSOCIATION OF OUR COMPANY

The discussion below provides a summary of certain provisions of our Articles of Association and the
laws of Singapore. This discussion is only a summary and is qualified by reference to Singapore law and
our Articles of Association.
SUMMARY OF OUR ARTICLES OF ASSOCIATION
1.
Directors
(a)
Ability of interested directors to vote

A director shall not vote in respect of any contract, proposed contract or arrangement or any
other proposal in which he has any personal material interest, and he shall not be counted in
the quorum present at the meeting except under circumstances set out in the Articles of
Association.
(b)
Remuneration
Fees payable to Non-Executive Directors shall be a fixed sum (not being a commission on or
a percentage of profits or turnover of the Company) as shall from time to time be determined
by the Company in general meeting. Fees payable to Directors shall not be increased except
at a general meeting convened by a notice specifying the intention to propose such increase.
Any Director who holds any executive office, or who serves on any committee of the
Directors, or who performs services outside the ordinary duties of a Director, may be paid
extra remuneration by way of salary or otherwise (not being a commission on or a
percentage of profits or turnover of the Company), as the Directors may determine.
The remuneration of a CEO shall be fixed by the Directors and may be by way of salary or
commission or participation in profits or by any or all of these modes but shall not be by a
commission on or a percentage of turnover.
The Directors shall have power to pay pensions or other retirement, superannuation, death
or disability benefits to (or to any person in respect of) any Director for the time being holding
any executive office and for the purpose of providing any such pensions or other benefits, to
contribute to any scheme or fund or to pay premiums.
(c)
Borrowing
Our Directors may exercise all the powers of our Company to raise or borrow money, to
mortgage or charge its undertaking, property and uncalled capital, and to secure any debt,
liability or obligation of our Company.
(d)
Retirement age limit

There is no retirement age limit for Directors under our Articles of Association. Section
153(1) of the Companies Act however, provides that no person of or over the age of 70
years shall be appointed a director of a public company, unless he is appointed or reappointed as a director of the Company or authorised to continue in office as a director of
the Company by way of an ordinary resolution passed at an annual general meeting of the
Company.
(e)
Shareholding qualification
There is no shareholding qualification for Directors in the Articles of Association of our
Company.
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2.
Share rights and restrictions

Our Company currently has one class of shares, namely, ordinary shares. Only persons who are
registered on our register of Shareholders and in cases in which the person so registered is CDP,
the persons named as the depositors in the depository register maintained by CDP for the ordinary
shares, are recognised as our Shareholders.
(a)
Dividends and distribution

We may, by ordinary resolution of our Shareholders, declare dividends at a general meeting,
but we may not pay dividends in excess of the amount recommended by our Board. We must
pay all dividends out of our profits and we may satisfy dividends by the issue of shares to
our Shareholders. All dividends are paid pro-rata amongst our Shareholders in proportion to
the amount paid-up on each Shareholders ordinary shares, unless the rights attaching to an
issue of any ordinary share provide otherwise. Unless otherwise directed, dividends are paid
by cheque, warrant or post office order sent through the post to each Shareholder at his
registered address. Notwithstanding the foregoing, the payment by us to CDP of any
dividend payable to a Shareholder whose name is entered in the depository register shall, to
the extent of payment made to CDP, discharge us from any liability to that shareholder in
respect of that payment.
The payment by the Directors of any unclaimed dividends or other monies payable on or in
respect of a share into a separate account shall not constitute the Company a trustee in
respect thereof. All dividends unclaimed after being declared may be invested or otherwise
made use of by the Directors for the benefit of the Company. Any dividend unclaimed after a
period of six years after having been declared may be forfeited and shall revert to the
Company but the Directors may thereafter at their discretion annul any such forfeiture and
pay the dividend so forfeited to the person entitled thereto prior to the forfeiture.
The Directors may retain any dividends or other monies payable on or in respect of a share
on which our Company has a lien, and may apply the same in or towards satisfaction of the
debts, liabilities or engagements in respect of which the lien exists.
(b)
Voting rights
A holder of our ordinary share(s) is entitled to attend, speak and vote at any general
meeting, in person or by proxy. Proxies need not be a Shareholder. A person who holds
ordinary shares through the SGX-ST book-entry settlement system will only be entitled to
vote at a general meeting as a shareholder if his name appears on the depository register
maintained by CDP 48 hours before the general meeting. Except as otherwise provided in
our Articles of Association, two or more Shareholders must be present in person or by proxy
to constitute a quorum at any general meeting. Under our Articles of Association, on a show
of hands, every Shareholder present in person and by proxy shall have one vote, and on a
poll, every Shareholder present in person or by proxy shall have one vote for each ordinary
share which he holds or represents. A poll may be demanded in certain circumstances,
including by the Chairman of the meeting or by any Shareholder present in person or by
proxy and representing not less than one-tenth of the total voting rights of all Shareholders
having the right to attend and vote at the meeting or by any five Shareholders present in
person or by proxy and entitled to vote. In the case of a tie vote, whether on a show of hands
or a poll, the Chairman of the meeting shall be entitled to a casting vote.
3.
Change in capital
Changes in the capital structure of our Company (for example, consolidation, cancellation, subdivision or conversion of our share capital) require Shareholders to pass an ordinary resolution.
Ordinary resolutions generally require at least 14 days notice in writing. The notice must be given
to each of our Shareholders who have supplied us with an address in Singapore for the giving of
notices and must set forth the place, the day and the hour of the meeting. However, we are
required to obtain our Shareholders approval by way of a special resolution for any reduction of our
share capital or other undistributable reserve, subject to the conditions prescribed by law.
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4.
Variation of rights of existing shares or classes of shares

Subject to the Companies Act, whenever the share capital of the Company is divided into different
classes of shares, the special rights attached to any class may be varied or abrogated either with
the consent in writing of the holders of three-quarters of the total number of the issued shares of
the class or with the sanction of a special resolution passed at a separate general meeting of the
holders of the shares of the class. To every such separate general meeting the provisions of our
Articles of Association relating to general meetings of the Company and to the proceedings thereat
shall mutatis mutandis apply, except that the necessary quorum shall be two persons at least
holding or representing by proxy at least one-third of the total number of the issued shares of the
class, and that any holder of shares of the class present in person or by proxy may demand a poll
and that every such holder shall on a poll have one vote for every share of the class held by him,
provided always that where the necessary majority for such a special resolution is not obtained at
such general meeting, consent in writing if obtained from the holders of three-quarters of the total
number of the issued shares of the class concerned within two months of such general meeting
shall be as valid and effectual as a special resolution carried at such general meeting. These
provisions shall apply to the variation or abrogation of the special rights attached to some only of
the shares of any class as if each group of shares of the class differently treated formed a separate
class the special rights whereof are to be varied or abrogated.
The relevant Article does not impose more significant conditions than the Companies Act in this
regard.
5.
Limitations on foreign or non-resident Shareholders

There are no limitations imposed by Singapore law or by our Articles of Association on the rights of
our Shareholders who are regarded as non-residents of Singapore, to hold, or vote in respect of,
their Shares.
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APPENDIX D DESCRIPTION OF OUR SHARES

The following statements are brief summaries of the rights and privileges of our Shareholders conferred
by the laws of Singapore, the Catalist Rules and our Articles of Association (Articles). These
statements summarise the material provisions of our Articles but are qualified in entirety by reference to
our Articles, a copy of which is available for inspection at our registered office during normal business
hours for a period of six months from the date of this Offer Document.
Ordinary Shares
All of our Shares are in registered form. We may, subject to the provisions of the Companies Act and the
rules of the SGX-ST, purchase our Shares. However, we may not, except in circumstances permitted by
the Companies Act, grant any financial assistance for the acquisition or proposed acquisition of our
Shares.
New Shares
New Shares may only be issued with the prior approval of our Shareholders in a general meeting. The
aggregate number of Shares to be issued pursuant to such approval may not exceed the limit as may be
prescribed by the SGX-ST of which the aggregate number of Shares to be issued other than on a prorata basis to our Shareholders may not exceed the limit as may be prescribed by the SGX-ST. The
approval, if granted, will lapse at the conclusion of the next annual general meeting following the date on
which the approval was granted or the date by which the next annual general meeting is required by law
to be held, whichever is the earlier. Subject to the foregoing, the provisions of the Companies Act and any
special rights attached to any class of shares currently issued, all New Shares are under the control of
our Board of Directors who may allot and issue the same with such rights and restrictions as it may think
fit.
Shareholders
Only persons who are registered in our Register of Shareholders and, in cases in which the person so
registered is CDP, the persons named as the Depositors in the Depository Register maintained by CDP
for the Shares, are recognised as our Shareholders. We will not, except as required by law, recognise any
equitable, contingent, future or partial interest in any Share or other rights for any Share other than the
absolute right thereto of the registered holder of that Share or of the person whose name is entered in
the Depository Register for that Share. We may close our Register of Shareholders for any time or times
if we provide the SGX-ST at least five clear Market Days notice. However, the Register of Shareholders
may not be closed for more than 30 days in aggregate in any calendar year. We typically close our
Register of Shareholders to determine Shareholders entitlement to receive dividends and other
distributions.
Transfer of Shares
There is no restriction on the transfer of fully paid Shares except where required by law or the Catalist
Rules or the rules or bye-laws of any stock exchange on which our Company is listed. Our Board of
Directors may decline to register any transfer of Shares which are not fully paid Shares or Shares on
which we have a lien. Our Shares may be transferred by a duly signed instrument of transfer in a form
approved by the SGX-ST or any stock exchange on which our Company is listed. Our Board of Directors
may also decline to register any instrument of transfer unless, among other things, it has been duly
stamped and is presented for registration together with the share certificate and such other evidence of
title as they may require. We will replace lost or destroyed certificates for Shares if it is properly notified
and if the applicant pays a fee which will not exceed $2 and furnishes any evidence and indemnity that
our Board of Directors may require.
General Meetings of Shareholders

We are required to hold an annual general meeting every year. Our Board of Directors may convene an
extraordinary general meeting of Shareholders whenever it thinks fit and must do so if Shareholders
representing not less than 10.0% of the total voting rights of all Shareholders request in writing that such
a meeting be held. In addition, two or more Shareholders holding not less than 10.0% of our issued share
capital may call a meeting. Unless otherwise required by law or by our Articles, voting at general
meetings is by ordinary resolution, requiring an affirmative vote of a simple majority of the votes cast at
the meeting. An ordinary resolution suffices, for example, for the appointment of directors. A special
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resolution, requiring the affirmative vote of at least 75.0% of the votes cast at the meeting, is necessary
for certain matters under Singapore law, including voluntary winding up, amendments to our
Memorandum and our Articles, a change of our corporate name and a reduction in our share capital. We
must give at least 21 days notice in writing for every general meeting convened for the purpose of
passing a special resolution. Ordinary resolutions generally require at least 14 days notice in writing. The
notice must be given to each of our Shareholders who have supplied us with an address in Singapore for
the giving of notices and must set forth the place, the day and the hour of the meeting and, in the case of
special business, the general nature of that business.
Voting Rights
A holder of our Shares is entitled to attend, speak and vote at any general meeting, in person or by proxy.
Proxies need not be Shareholders. A person who holds Shares through the SGX-ST book-entry
settlement system will only be entitled to vote at a general meeting as a Shareholder if his name appears
on the Depository Register maintained by CDP 48 hours before the general meeting. Except as otherwise
provided in our Articles, two or more Shareholders must be present in person or by proxy to constitute a
quorum at any general meeting. Under our Articles, on a show of hands, every Shareholder present in
person and by proxy shall have one vote and on a poll, every Shareholder present in person or by proxy
shall have one vote for each Share which he holds or represents. A poll may be demanded in certain
circumstances, including by the chairman of the meeting or by any Shareholder present in person or by
proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the
right to attend and vote at the meeting or by any five Shareholders present in person or by proxy and
entitled to vote. In the case of an equality of votes, whether on a show of hands or a poll, the chairman of
the meeting shall be entitled to a casting vote.
Dividends
We may, by ordinary resolution of our Shareholders, declare dividends at a general meeting, but we may
not pay dividends in excess of the amount recommended by our Board of Directors. We must pay all
dividends out of our profits and we may satisfy dividends by the issue of Shares to our Shareholders. All
dividends are paid pro rata among our Shareholders in proportion to the amount paid-up on each
Shareholders Shares, unless the rights attaching to an issue of any Share provides otherwise. Unless
otherwise directed, dividends are paid by cheque or warrant sent through the post to each Shareholder at
his registered address. Notwithstanding the foregoing, the payment by us to CDP of any dividend payable
to a Shareholder whose name is entered in the Depository Register shall, to the extent of payment made
to CDP, discharge us from any liability to that Shareholder in respect of that payment.
Bonus and Rights Issue

Our Board of Directors may, with approval of our Shareholders at a general meeting, capitalise any
reserves or profits and distribute the same as bonus Shares credited as paid-up to our Shareholders in
proportion to their shareholdings. Our Board of Directors may also issue rights to take up additional
Shares to Shareholders in proportion to their shareholdings. Such rights are subject to any conditions
attached to such issue and the regulations of any stock exchange on which we are listed.
Take-overs
Under the Singapore Code on Take-overs and Mergers (Singapore Take-over Code), issued by the
Authority pursuant to Section 321 of the SFA, any person acquiring an interest, either on his own or
together with parties acting in concert with him, in 30.0% or more of the voting Shares must extend a
take-over offer for the remaining voting Shares in accordance with the provisions of the Singapore Takeover Code. In addition, a mandatory take-over offer is required to be made if a person holding, either on
his own or together with parties acting in concert with him, between 30.0% and 50.0% of the voting
shares acquires additional voting shares representing more than 1.0% of the voting shares in any six
month period. Under the Singapore Take-over Code, the following individuals and companies will be
presumed to be persons acting in concert with each other unless the contrary is established:
(a)
the following companies:

(i)
a company
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(ii)
the parent company of (i);
(iii)
the subsidiaries of (i);
(iv)
the fellow subsidiaries of (i);
(v)
the associated companies of (i), (ii), (iii) or (iv); and
(vi)
companies whose associated companies include any of (i), (ii), (iii), (iv) or (v);
(b)
a company with any of its directors (together with their close relatives, related trusts as well as
companies controlled by any of the directors, their close relatives and related trusts);
(c)
a company with any of its pension funds and employee share schemes;
(d)
a person with any investment company, unit trust or other fund whose investment such person
manages on a discretionary basis, but only in respect of the investment account which such person
manages;
(e)
a financial or other professional adviser, including a stockbroker, with its customer in respect of the
shareholdings of:
(i)
the adviser and persons controlling, controlled by or under the same control as the adviser;
and
(ii)
all the funds which the adviser manages on a discretionary basis, where the shareholdings
of the adviser and any of those funds in the customer total 10.0% or more of the customers
equity share capital;
(f)
directors of a company (together with their close relatives, related trusts and companies controlled
by any of such directors, their close relatives and related trusts) which is subject to an offer or
where the directors have reason to believe a bona fide offer for their company may be imminent;
(g)
partners; and
(h)
the following persons and entities:

(i)
an individual;
(ii)
the close relatives of (i);
(iii)
the related trusts of (i);
(iv)
any person who is accustomed to act in accordance with the instructions of (i); and
(v)
companies controlled by any of (i), (ii), (iii) or (iv).
Under the Singapore Take-over Code, a mandatory offer made with consideration other than cash must
be accompanied by a cash alternative at not less than the highest price paid by the offeror or any person
acting in concert within the preceding six months.
Liquidation or Other Return of Capital

If we liquidate or in the event of any other return of capital, holders of our Shares will be entitled to
participate in any surplus assets in proportion to their shareholdings, subject to any special rights
attaching to any other class of shares.
D-3

Indemnity
As permitted by Singapore law, our Articles provide that, subject to the Companies Act, our Board of
Directors or other officers shall be entitled to be indemnified out of the assets of our Company against all
losses or liabilities sustained or incurred in or about the execution of the duties of the Director or officer or
otherwise in relation thereto. We may not indemnify our Directors and officers against any liability which
by law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of
trust of which they may be guilty in relation to us.
Limitations on Rights to Hold or Vote Shares

Except as described in Voting Rights and Take-overs above, there are no limitations imposed by
Singapore law or by our Articles on the rights of non-resident Shareholders to hold or vote in respect of
our Shares.
Minority Rights
The rights of minority Shareholders of Singapore-incorporated companies are protected under Section
216 of the Companies Act, which gives the Singapore courts a general power to make any order, upon
application by any of our Shareholders, as they think fit to remedy any of the following situations where:
(a)
our affairs are being conducted or the powers of our Board of Directors are being exercised in a
manner oppressive to, or in disregard of the interests of, one or more of our Shareholders; or
(b)
we take an action, or threaten to take an action, or our Shareholders pass a resolution, or propose
to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or more
of our Shareholders, including the applicant.
Singapore courts have a wide discretion as to the reliefs they may grant and those reliefs are in no way
limited to those listed in the Companies Act itself. Without prejudice to the foregoing, the Singapore
courts may:
(a)
direct or prohibit any act or cancel or vary any transaction or resolution;
(b)
regulate the conduct of our affairs in the future;
(c)
authorise civil proceedings to be brought in our name of, or on behalf of, by a person or persons
and on such terms as the court may direct;
(d)
provide for the purchase of a minority Shareholders Shares by our other Shareholders or by us
and, in the case of a purchase of Shares by us, a corresponding reduction of our share capital; or
(e)
provide that we be wound up.
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APPENDIX E TAXATION
The following is a discussion of certain tax matters relating to Singapore income tax, capital gains tax,
stamp duty and estate duty consequences in relation to the purchase, ownership and disposal of our
Shares. The discussion is limited to a general description of certain tax consequences in Singapore with
respect to the ownership of shares and is based on laws, regulations and interpretations now in effect
and available as of the date of this Offer Document. The laws, regulations and interpretations, however,
may change at any time, and any change could be retroactive to the date of issuance of our Shares.
These laws and regulations are also subject to various interpretations and the relevant tax authorities or
the courts of Singapore could later disagree with the explanations or conclusions set out below.
Prospective purchasers of our Shares should consult their tax advisors concerning the tax
consequences of owning and disposing of our Shares. Neither our Company, our Directors, the
Vendor nor any other persons involved in this Placement accepts responsibility for any tax effects
or liabilities resulting from the subscription, purchase, holding or disposal of our Shares.
SINGAPORE INCOME TAX
General
Scope of Tax
Corporate taxpayers are generally subject to Singapore income tax on all Singapore source income, and
on foreign source income received or deemed received in Singapore (unless specifically exempted).
In general, individuals are subject to Singapore income tax only on Singapore source income. However,
foreign source income received through a partnership may be subject to Singapore income tax if it is
received or deemed received in Singapore (unless specifically exempted).
Rates of Tax
The prevailing corporate income tax rate is 17.0% with partial tax exemption for normal chargeable
income of up to $300,000 as follows:

75.0% exemption of up to the first $10,000; and

50.0% exemption of up to the next $290,000.
For newly incorporated Singapore tax resident companies, with no more than 20 individual shareholders
where at least one of which is an individual holding at least 10.0% of the total number of issued ordinary
shares throughout the basis period relating to the Year of Assessment of claim, the following exemptions
for normal chargeable income apply for the first three Years of Assessment:

100.0% exemption of up to the first $100,000; and

50.0% of exemption of up to the next $200,000.
An individual is regarded as tax resident in Singapore for a year of assessment if, in the preceding year,
he was physically present or had exercised employment in Singapore (other than as a director of a
company) for 183 or more days, or if he resides in Singapore.
Singapore tax-resident individuals are generally subject to tax based on a progressive scale. The top
marginal rate of tax is currently 20.0%.
Non-Singapore resident individuals are generally subject to tax at a flat rate of 20.0%. Their Singapore
employment income is however taxed at a flat rate of 15.0% or at resident tax rates, whichever yields a
higher amount of tax.
Dividend Distributions
The one-tier system of taxation for companies completely replaced Singapores full imputation system on
1 January 2008. Under the one-tier system, dividends paid out by our company are exempt from income
tax in the hands of the shareholders. The dividends will have no tax credit attached.
E-1
APPENDIX E TAXATION
No withholding tax is imposed on dividend payments made, whether to resident or non-resident
shareholders.
Gains on Disposal of Ordinary Shares
Singapore does not impose tax on capital gains. However, gains arising from the disposal of our ordinary
shares that are construed to be of an income nature will be subject to tax. Hence, any profits derived
from the disposal of ordinary shares are not taxable in Singapore unless the seller is regarded as having
derived gains of an income nature, in which case the gains on disposal of the ordinary shares will be
taxable. Likewise, if the gains are regarded by the Inland Revenue Authority of Singapore as having
arisen from the carrying on of a trade or business in Singapore, such gains may be taxed as trading
income.
STAMP DUTY
No stamp duty is payable on the subscription and issuance of our Shares.
Where existing Shares evidenced in certificated form are acquired in Singapore, stamp duty is payable on
the instrument of transfer of the Shares at the rate of 0.20% of the consideration for or market value of,
the Shares, whichever is higher. The purchaser is liable for the stamp duty charge, unless otherwise
agreed by the parties to the transaction.
No stamp duty is payable if no instrument of transfer is executed (such as in the case of scripless shares,
the transfer of which does not require an instrument of transfer to be executed) or if the instrument of
transfer is executed outside of Singapore. However, stamp duty may be payable if the instrument of
transfer which is executed outside Singapore is subsequently brought into Singapore.
ESTATE DUTY
The Singapore estate duty was abolished with effect from 15 February 2008.
GOODS AND SERVICES TAX (GST)
GST is a tax on domestic consumption of goods and services and on the importation of goods into
Singapore. The standard rate of GST is currently 7.0%.
The sale of our Companys ordinary shares by an investor belonging in Singapore through an SGX-ST
member or to another person belonging in Singapore is an exempt supply not subject to GST. Any GST
incurred by a GST registered investor in the making of such an exempt supply is generally not
recoverable from the Comptroller of GST.
Where our Companys ordinary shares are sold by a GST registered investor to a person belonging
outside Singapore, the sale is a taxable supply subject to GST at 0% if certain conditions are met. Any
GST incurred by a GST registered investor in the making of this supply in the course or furtherance of a
business may be recovered from the Comptroller of GST.
Services such as brokerage, handling and clearing charges rendered by a GST registered person to an
investor belonging in Singapore in connection with the investors purchase, sale or holding of shares will
be subject to GST at the standard rate. Similar services rendered to an investor belonging outside
Singapore may be zero-rated if certain conditions are met.
E-2
APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION

AND ACCEPTANCE
You are invited to subscribe for and/or purchase the Placement Shares at the Placement Price, subject to
the following terms and conditions:
1.
YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 PLACEMENT SHARES OR

INTEGRAL MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF
PLACEMENT SHARES WILL BE REJECTED.
2.
Your application for the Placement Shares may only be made by way of printed Placement Shares
Application Form.
3.
YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE PLACEMENT SHARES.
4.
You (not being an approved nominee company) are allowed to submit only one application
in your own name for the Placement Shares.
If you, not being an approved nominee company, have submitted an application for the
Placement Shares in your own name, you should not submit any other application for the
Placement Shares for any other person. Such separate applications shall be deemed to be
multiple applications and will be liable to be rejected at the discretion of our Company, the
Vendor, and the Sponsor, Issue Manager and Placement Agent.
Joint and multiple applications for the Placement Shares may be rejected at the discretion
of our Company, the Vendor, and the Sponsor, Issue Manager and Placement Agent. If you
submit or procure submissions of multiple share applications, you may be deemed to have
committed an offence under the Penal Code (Chapter 224) of Singapore and the SFA, and
your applications may be referred to the relevant authorities for investigation. Multiple
applications or those appearing to be or suspected of being multiple applications will be
liable to be rejected at the discretion of our Company, the Vendor, and the Sponsor, Issue
Manager and Placement Agent.
5.
We will not accept applications from any person under the age of 18 years, undischarged
bankrupts, sole proprietorships, partnerships or non-corporate bodies, joint Securities Account
holders of CDP and from applicants whose addresses (as furnished in their Application Forms)
bear post office box numbers. No person acting or purporting to act on behalf of a deceased
person is allowed to apply under the Securities Account with CDP in the deceaseds name at the
time of application.
6.
We will not recognise the existence of a trust. Any application by a trustee or trustees must be
made in his/her/their own name(s) and without qualification or, where the application is made by
way of an Application Form by a nominee, in the name(s) of an approved nominee company or
approved nominee companies after complying with paragraph 7 below.
7.
WE WILL ONLY ACCEPT APPLICATIONS FROM APPROVED NOMINEE COMPANIES.

Approved nominee companies are defined as banks, merchant banks, finance companies,
insurance companies, licensed securities dealers in Singapore and nominee companies controlled
by them. Applications made by persons acting as nominees other than approved nominee
companies shall be rejected.
8.
IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A SECURITIES
ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION. If you do
not have an existing Securities Account with CDP in your own name at the time of your application,
your application will be rejected. If you have an existing Securities Account with CDP but fail to
provide your Securities Account number or provide an incorrect Securities Account number in
Section B of the Application Form, your application is liable to be rejected. Subject to paragraph 9
below, your application shall be rejected if your particulars such as name, NRIC/passport number,
nationality, permanent residence status and CDP Securities Account number provided in your
Application Form differ from those particulars in your Securities Account as maintained with CDP. If
you have more than one individual direct Securities Account with CDP, your application shall be
rejected.
F-1

AND ACCEPTANCE
9.
If your address as stated in the Application Form is different from the address registered
with CDP, you must inform CDP of your updated address promptly, failing which the
notification letter on successful allotment and/or allocation and other correspondences
from CDP will be sent to your address last registered with CDP.
10.
Our Company, the Vendor, and the Sponsor, Issue Manager and Placement Agent reserve
the right to reject any application which does not conform strictly to the instructions set out
in the Application Form and in this Offer Document or with the terms and conditions of this
Offer Document or, in the case of an application by way of an Application Form, which is
illegible, incomplete, incorrectly completed or which is accompanied by an improperly
drawn up or improper form of remittance or remittances which are not honoured upon their
first presentation. Our Company, the Vendor, and the Sponsor, Issue Manager and Placement
Agent further reserve the right to treat as valid any applications not completed or submitted
or effected in all respects in accordance with the instructions set out in the Application
Forms or the terms and conditions of this Offer Document, and also to present for payment
or other processes all remittances at any time after receipt and to have full access to all
information relating to, or deriving from, such remittances or the processing thereof.
11.
Our Company, the Vendor, and the Sponsor, Issue Manager and Placement Agent reserve the right
to reject or accept, in whole or in part, or to scale down or to ballot any application, without
assigning any reason therefor, and no enquiry and/or correspondence on the decision of our
Company, the Vendor, and the Sponsor, Issue Manager and Placement Agent will be entertained.
In deciding the basis of allotment and/or allocation which shall be at the discretion of our Company,
the Vendor, and the Sponsor, Issue Manager and Placement Agent due consideration will be given
to the desirability of allotting and/or allocating the Placement Shares to a reasonable number of
applicants with a view to establishing an adequate market for our Shares.
12.
Share certificates will be registered in the name of CDP or its nominee and will be forwarded only
to CDP. It is expected that CDP will send to you, at your own risk, within 15 Market Days after the
close of the Application List, a statement of account stating that your Securities Account has been
credited with the number of Placement Shares allotted, and/or allocated to you, if your application
is successful. This will be the only acknowledgement of application monies received and is not an
acknowledgement by our Company, the Vendor, and the Sponsor, Issue Manager and Placement
Agent. You irrevocably authorise CDP to complete and sign on your behalf as transferee or
renouncee, any instrument of transfer and/or other documents required for the issue or transfer of
the Placement Shares allotted and/or allocated to you.
13.
You irrevocably authorise CDP to disclose the outcome of your application, including the number of
Placement Shares allotted and/or allocated to you pursuant to your application, to us, the Vendor,
the Sponsor, Issue Manager and Placement Agent and any other parties so authorised by the
foregoing persons.
14.
Any reference to you or the applicant in this section of this Offer Document shall include an
individual, a corporation, an approved nominee company and trustee applying for the Placement
Shares by way of a Placement Shares Application Form.
15.
By completing and delivering an Application Form in accordance with the provisions of this Offer
Document, you:
(a)
irrevocably offer, agree and undertake to subscribe for and/or purchase the number of
Placement Shares specified in your application (or such smaller number for which the
application is accepted) at the Placement Price for each Placement Share and agree that
you will accept such Placement Shares as may be allotted and/or allocated to you, in each
case on the terms of, and subject to the conditions set out in this Offer Document and the
Memorandum and Articles of Association of our Company;
F-2

AND ACCEPTANCE
16.
(b)
warrant the truth and accuracy of the information contained, and representations and
declarations made, in your application, and acknowledge and agree that such information,
representations and declarations will be relied on by our Company, the Vendor, and the
Sponsor, Issue Manager and Placement Agent in determining whether to accept your
application and/or whether to allot and/or allocate any Placement Shares to you;
(c)
agree that the aggregate Placement Price for the Placement Shares applied for is due and
payable to our Company and the Vendor upon application;
(d)
(i) consent to the collection, use and disclosure of your name, NRIC/passport number or
company registration number, address, nationality, permanent resident status, Securities
Account number, share application amount, share application details and other personal data
(Personal Data) by the Share Registrar, CDP, SCCS, SGX-ST, our Company, the Sponsor,
Issue Manager and Placement Agent and/or other authorised operators (the Relevant
Persons), for the purpose of facilitating your application for the Placement Shares, and (ii)
warrant that where you, as an approved nominee company, disclose the Personal Data of
the beneficial owner(s) to the Relevant Persons, such disclosure is in compliance with
applicable law (collectively, the Personal Data Privacy Terms); and
(e)
agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable to
your application, you have complied with all such laws and none of our Company, the
Vendor, and the Sponsor, Issue Manager and Placement Agent will infringe any such laws
as a result of the acceptance of your application.
Our acceptance of applications will be conditional upon, inter alia, our Company and the Vendor
being satisfied that:
(a)
permission has been granted by the SGX-ST to deal in and for quotation of all our existing
Shares (including the Vendor Shares) and the New Shares on Catalist;
(b)
the Management and Sponsorship Agreement and the Placement Agreement referred to in
the Management and Placement Arrangements section of this Offer Document have
become unconditional and have not been terminated or cancelled prior to such date as we
may determine; and
(c)
the Authority has not issued a stop order under the SFA which directs that no further shares
to which this Offer Document relates be allotted and/or allocated.
17.
We will not hold any application in reserve.
18.
We will not allot and/or allocate Shares on the basis of this Offer Document later than six months
after the date of registration of this Offer Document by the SGX-ST acting as agent on behalf of the
Authority.
19.
Additional terms and conditions for applications by way of Application Forms are set out in the
Additional Terms and Conditions for Applications using Application Forms below.
ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS

You shall make an application by way of an Application Form on and subject to the terms and conditions
of this Offer Document including but not limited to the terms and conditions appearing below as well as
those set out in the Terms, Conditions and Procedures for Application and Acceptance section in
Appendix F of this Offer Document as well as the Memorandum and Articles of Association of our
Company.
1.
Your application for the Placement Shares must be made using the BLUE Application Form for
Placement Shares accompanying and forming part of this Offer Document.
F-3

AND ACCEPTANCE
We draw your attention to the detailed instructions contained in the Application Form and this Offer
Document for the completion of the Application Form which must be carefully followed. Our
Company, the Vendor, and the Sponsor, Issue Manager and Placement Agent reserve the
right to reject applications which do not conform strictly to the instructions set out in the
Application Form and this Offer Document or to the terms and conditions of this Offer
Document or which are illegible, incomplete, incorrectly completed or which are
accompanied by improperly drawn remittances or improper form of remittances or
remittances which are not honoured upon their first presentation.
2.
Your Application Form must be completed in English. Please type or write clearly in ink using
BLOCK LETTERS.
3.
All spaces in the Application Form, except those under the heading FOR OFFICIAL USE ONLY,
must be completed and the words NOT APPLICABLE or N.A. should be written in any space
that is not applicable.
4.
Individuals, corporations, approved nominee companies and trustees must give their names in full.
You must make your application, in the case of individuals, in your full name as they appear in your
identity card (if applicants have such identification documents) or in your passport and, in the case
of a corporation, in your full name as registered with a competent authority. If you are not an
individual, you must complete the Application Form under the hand of an official who must state
the name and capacity in which he signs the Application Form. If you are a corporation completing
the Application Form, you are required to affix your Common Seal (if any) in accordance with your
Memorandum and Articles of Association or equivalent constitutive documents of the corporation. If
you are a corporate applicant and your application is successful, a copy of your Memorandum and
Articles of Association or equivalent constitutive documents must be lodged with our Companys
Share Registrar and Share Transfer Office. Our Company, the Vendor, and the Sponsor, Issue
Manager and Placement Agent reserve the right to require you to produce documentary proof of
identification for verification purposes.
5.
(a)
You must complete Sections A and B and sign on page 1 of the Application Form.
(b)
You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Form.
Where paragraph 7(a) is deleted, you must also complete Section C of the Application Form
with particulars of the beneficial owner(s).
(c)
If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may be, on
page 1 of the Application Form, your application is liable to be rejected.
6.
You, whether an individual or corporate applicant, whether incorporated or unincorporated and

wherever incorporated or constituted, will be required to declare whether you are a citizen or
permanent resident of Singapore or a corporation in which citizens or permanent residents of
Singapore or any body corporate constituted under any statute of Singapore have an interest in the
aggregate of more than 50.0% of the issued share capital of or interests in such corporations. If
you are an approved nominee company, you are required to declare whether the beneficial owner
of the Shares is a citizen or permanent resident of Singapore or a corporation, whether
incorporated or unincorporated and wherever incorporated or constituted, in which citizens or
permanent residents of Singapore or any body corporate whether incorporated or unincorporated
and wherever incorporated or constituted under any statute of Singapore have an interest in the
aggregate of more than 50.0% of the issued share capital of or interests in such corporation.
7.
Your application must be accompanied by a remittance in Singapore currency for the full amount
payable, in respect of the number of the Placement Shares applied for, in the form of a BANKERS
DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out in favour of MS
HOLDINGS SHARE ISSUE ACCOUNT crossed A/C PAYEE ONLY, with your name, CDP
Securities Account number and address written clearly on the reverse side. We will not accept
applications not accompanied by any payment or accompanied by any other form of
F-4

AND ACCEPTANCE
payment. We will reject remittances bearing NOT TRANSFERABLE or NON TRANSFERABLE
crossings. The completed and signed BLUE Placement Shares Application Form and your
remittance in full in respect of the number of the Placement Shares applied for in accordance with
the terms and conditions of this Offer Document, with your name and address written clearly on the
reverse side, must be enclosed and sealed in an envelope to be provided by you. The sealed
envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND, at your own
risk, to Tricor Barbinder Share Registration Services, 80 Robinson Road, #02-00, Singapore
068898, to arrive by 12.00 noon on 5 November 2014 or such other time as our Company and
the Vendor may, in consultation with the Sponsor, Issue Manager and Placement Agent
decide. Local Urgent Mail or Registered Post must NOT be used. No acknowledgement of
receipt will be issued by our Company, the Vendor or the Sponsor, Issue Manager and Placement
Agent for any applications or application monies received.
8.
Monies paid in respect of unsuccessful applications are expected to be returned (without interest or
any share of revenue or other benefit arising therefrom) to you by ordinary post at your own risk.
Where your application is rejected or accepted in part only, the full amount or the balance of the
application monies, as the case may be, will be refunded (without interest or any share of revenue
or other benefit arising therefrom) to you by ordinary post at your own risk within 14 Market Days
after the close of the Application List, provided that the remittance accompanying such application
which has been presented for payment or other processes has been honoured and the application
monies have been received in the designated share issue account. In the event that the Placement
is cancelled by us following the termination of the Management and Sponsorship Agreement and/or
the Placement Agreement or the Placement does not proceed, the application monies received will
be refunded (without interest or any share of revenue or any other benefit arising therefrom) to you
by ordinary post at your own risk within 5 Market Days of the termination of the Placement. In the
event that the Placement is cancelled by us following the issuance of a stop order by the Authority,
the application monies received will be refunded (without interest or any share of revenue or other
benefit arising therefrom) to you by ordinary post at your own risk within 14 days from the date of
the stop order.
9.
Capitalised terms used in the Application Form and defined in this Offer Document shall bear the
meanings assigned to them in this Offer Document.
10.
You irrevocably agree and acknowledge that your application is subject to risks of fires, acts of God
and other events beyond the control of our Company, our Directors, the Vendor, the Sponsor, Issue
Manager and Placement Agent and/or any party involved in the Placement, and if, in any event not
receive your Application Form, you shall have no claim whatsoever against our Company, the
Vendor, the Sponsor, Issue Manager and Placement Agent and/or any party involved in the
Placement for the Placement Shares applied for or for any compensation, loss or damage.
11.
By completing and delivering the Application Form, you agree that:

(a)
in consideration of our Company having distributed the Application Form to you and agreeing
to close the Application List at 12.00 noon on 5 November 2014 or such other time or date
as our Directors and the Vendor may, in consultation with the Sponsor, Issue Manager and
Placement Agent decide:
(i)
your application is irrevocable; and
(ii)
your remittance will be honoured on first presentation and that any application monies
returnable may be held pending clearance of your payment without interest or any
share of revenue or other benefit arising therefrom;
F-5

AND ACCEPTANCE
(b)
neither our Company, the Vendor, the Sponsor, Issue Manager and Placement Agent nor any
other party involved in the Placement will be liable for any delays, failures or inaccuracies in
the recording, storage or in the transmission or delivery of data relating to your application to
us or CDP due to breakdowns or failure of transmission, delivery or communication facilities
or any risks referred to in paragraph 10 above or to any cause beyond their respective
controls;
(c)
all applications, acceptances and contracts resulting therefrom under the Placement shall be
governed by and construed in accordance with the laws of Singapore and that you
irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;
(d)
in respect of the Placement Shares for which your application has been received and not
rejected, acceptance of your application shall be constituted by written notification and not
otherwise, notwithstanding any remittance being presented for payment by or on behalf of
our Company;
(e)
you will not be entitled to exercise any remedy of rescission for misrepresentation at any
time after acceptance of your application;
(f)
in making your application, reliance is placed solely on the information contained in this Offer
Document and none of our Company, the Vendor, the Sponsor, Issue Manager and
Placement Agent nor any other person involved in the Placement shall have any liability for
any information not so contained;
(g)
you accept and agree to the Personal Data Privacy Terms set out in this Offer Document;
and
(h)
you irrevocably agree and undertake to subscribe for and/or purchase the number of
Placement Shares applied for as stated in the Application Form or any smaller number of
such Placement Shares that may be allotted and/or allocated to you in respect of your
application. In the event that our Company, the Vendor, and the Sponsor, Issue Manager and
Placement Agent decide to allot and/or allocate any smaller number of the Placement
Shares or not to allot and/or allocate any Placement Shares to you, you agree to accept
such decision as final.
F-6
CORPORATE
PROFILE

Shares comprising
application.
Placement Agent

Tel: (65) 6266 3455


(including the Vendor Shares) and the New Shares being offered for
investment.
you will not have any claims against us, the Vendor, the Sponsor,
Document.

BUSINESS MODEL
OUR FLEET


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CORPORATE

OFFER DOCUMENT DATED 29 OCTOBER 2014

(Registered by the Singapore Exchange Securities Trading Limited

Address: 22 Pandan Road Singapore 609274

United Overseas Bank Limited

Document, including the correctness of any of the statements or

We are one of the leading crane

The average age of our mobile cranes

OFFER DOCUMENT DATED 29 OCTOBER 2014

(Registered by the Singapore Exchange Securities Trading Limited

Address: 22 Pandan Road Singapore 609274

United Overseas Bank Limited

Document, including the correctness of any of the statements or

We are one of the leading crane

The average age of our mobile cranes

We maintain a relatively new fleet of

We supply our cranes to a wide customer

We have an experienced and qualified

Enables us to serve a wide range of customers who may

Financial Year Ended: 30 April

Net Cash from Operating Activities

Notable projects include Thomson MRT line,

BUSINESS STRATEGIES AND

Gross Profit Margin

Oil and gas activities in

Singapore is the world leader for production

We maintain a relatively new fleet of

We supply our cranes to a wide customer

We have an experienced and qualified

Enables us to serve a wide range of customers who may

Financial Year Ended: 30 April

Net Cash from Operating Activities

Notable projects include Thomson MRT line,

BUSINESS STRATEGIES AND

Gross Profit Margin

Oil and gas activities in

Singapore is the world leader for production

GLOSSARY OF TECHNICAL TERMS ................................................................................................

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS......................................

SELLING RESTRICTIONS ..................................................................................................................

DETAILS OF THE PLACEMENT

INDICATIVE TIMETABLE FOR LISTING ........................................................................................

OFFER DOCUMENT SUMMARY

FINANCIAL HIGHLIGHTS ..............................................................................................................

THE PLACEMENT ..............................................................................................................................

PLAN OF DISTRIBUTION ..................................................................................................................

USE OF PROCEEDS FROM THE PLACEMENT AND EXPENSES INCURRED ..............................

MANAGEMENT AND PLACEMENT ARRANGEMENTS....................................................................

RISK FACTORS ..................................................................................................................................

PLACEMENT STATISTICS ..................................................................................................................

CAPITALISATION AND INDEBTEDNESS ..........................................................................................

DIVIDEND POLICY ..............................................................................................................................

SUMMARY OF OUR FINANCIAL INFORMATION ............................................................................

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND

REVIEW OF RESULTS OF OPERATIONS ....................................................................................

REVIEW OF FINANCIAL POSITION ..............................................................................................

LIQUIDITY AND CAPITAL RESOURCES ......................................................................................

CAPITAL EXPENDITURES, DIVESTMENTS, COMMITMENTS AND CONTINGENT

FOREIGN EXCHANGE MANAGEMENT ........................................................................................

SIGNIFICANT ACCOUNTING POLICY CHANGES ......................................................................

RESTRUCTURING EXERCISE ......................................................................................................

GROUP STRUCTURE ....................................................................................................................