Benchmark AI

Benchmark AI / Public workspace

LongBench v2 / 66efc5e3821e116aacb23df1 / According to the report, which of the following statements about the UNI-ASIA…

Problem

Answer published by the source. Consult the official source to check your work against its answer.

choice A

The gross dividend amount of FY2006 is US$280 higher than that of FY2005.

choice B

The Group’s share of profit from associates after tax in FY2005 is US$5 million higher than that of FY2004.

choice C

As at the Latest Practicable Date of the prospectus,the prevailing corporate tax rate of Singapore is the lowest among the jurisdictions in which the firm’s Group operates.

choice D

The dividend per share for the years ended 2004 is 0.02 dollars higher than that for the years ended 2003.
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UNI-ASIA FINANCE CORPORATION Registration No. CR-72229 Incorporated in the Cayman Islands with limited liability on 17 March 1997 Manager, Underwriter and Placement Agent INVITATION IN RESPECT OF 65,400,000 NEW SHARES OF US0.16EACH:−a)3,300,000OfferSharesatS0.16 EACH: - a) 3,300,000 Offer Shares at S0.55 each by way of public offer; b) 62,100,000 Placement Shares at S0.55eachbywayofplacement,comprising:−i)57,640,000PlacementSharesatS0.55 each by way of placement, comprising:- i) 57,640,000 Placement Shares at S0.55 for each Placement Share by way of Placement Shares Application Forms (or such other forms of application as the Manager deems appropriate); ii) 500,000 Internet Placement Shares at S0.55foreachInternetPlacementSharereservedforapplicationsmadethroughtheInternetwebsiteofDBSVickersSecuritiesOnline(Singapore)PteLtd;andiii)3,960,000ReservedSharesatS0.55 for each Internet Placement Share reserved for applications made through the Internet website of DBS Vickers Securities Online (Singapore) Pte Ltd; and iii) 3,960,000 Reserved Shares at S0.55 each reserved for our employees, business associates and others who have contributed to the success of our Group, payable in full on application (subject to the Over-allotment Option). PROSPECTUS DATED 8 AUGUST 2007 (Registered by the Monetary Authority of Singapore on 8 August 2007) This document is important. If you are in any doubt as to the action you should take, you should consult your legal, fi nancial, tax, or other professional adviser. We have made an application to the Singapore Exchange Securities Trading Limited (“SGX-ST”) for permission to deal in, and for quotation of, all the ordinary shares of US$0.16 each (the “Shares”) in the capital of Uni-Asia Finance Corporation (the “Company”) already issued, the new shares which are the subject of this Invitation (the “New Shares”), the new Shares which may be issued upon the exercise of the options to be granted under the Uni-Asia Share Option Scheme (the “Option Shares”) and the new Shares which may be issued upon the exercise of the Over-allotment Option (as defi ned below) (the “Additional Shares”). Such permission will be granted when we have been admitted to the Offi cial List of the SGX-ST. The dealing and quotation of the Shares will be in Singapore dollars. Acceptance of applications will be conditional upon, inter alia, permission being granted by the SGX-ST to deal in, and for quotation of, all the existing issued Shares, the New Shares, the Option Shares and the Additional Shares. If the completion of the Invitation does not occur because the SGX-ST’s permission is not granted or for any other reasons, moneys 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 benefi t arising therefrom and you will not have any claims against us or the Manager. In connection with the Invitation, we have granted the Manager an over-allotment option (the “Over-allotment Option”) exercisable by the Manager during the period commencing on the date of commencement of trading of the Shares on the SGX-ST (the “Commencement Date”) and expiring on the date falling 30 days after the Commencement Date. The Manager may subscribe and/or procure subscribers for up to an aggregate of 9,810,000 Shares, representing 15 per cent. of the New Shares. The Manager may over-allot and effect transactions which stabilise or maintain the market price of the Shares, subject to compliance with the laws of Singapore. Such stabilisation, if commenced, may be discontinued by the Manager at any time at the Manager’s discretion in accordance with the laws of Singapore. The SGX-ST assumes no responsibility for the correctness of any of the statements or opinions made or reports contained in this Prospectus. Admission to the Offi cial List of the SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our Shares, the New Shares, the Option Shares or the Additional Shares. A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the “Authority”) on 29 June 2007 and 8 August 2007 respectively. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act (Cap. 289), or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the shares or units of shares, as the case may be, being offered or in respect of which an invitation is made, for investment. Investing in our Shares involves risks which are described in the section entitled “RISK FACTORS” of this Prospectus. No Shares will be allotted and/or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus. UNI-ASIA FINANCE CORPORATION We are an Asia-based structured fi nance arrangement and Alternative Assets direct investment fi rm. We provide transport-related fi nance arrangement and investment management of alternative assets such as ships, distressed assets and real estate. Our offi ces in Tokyo, Hong Kong and Singapore serve clients that include established international shipping and aviation companies as well as transport conglomerates like the Evergreen Group and P.T. Berlian Laju Tanker TBK. OUR BUSINESS Distressed Assets Investment > We invest in or purchase Non-Performing Loans (“NPLs”) and other distressed assets in Asia > Between 1998 and 2004, we made 6 direct investments that included 24 NPL accounts, realising a return of over 8 times our investment within 6 years. In addition to our principal investments in NPLs, we have launched two private distressed investment funds - AAA Series I and II Funds Property Investment Property Investment and Management -Japan > Our associated company, Capital Advisers, is engaged in the investment in and management of residential and hotel related real estate assets in Japan > Capital Advisers manages and invests in private property funds and the size of assets under management is close to US$500 million Principal Investment in Properties - PRC > In January 2007, we established a wholly-owned property investment company, Uni-Asia Guangzhou, to explore property investment opportunities in the PRC > In June 2007, Uni-Asia Guangzhou completed the acquisition of 14 offi ce units in Guangzhou which will be leased to third parties STRUCTURED FINANCE Our structured fi nance department provides an integrated service to clients by offering fi nancing solutions together with charter arrangement services tailor-made to our clients’ needs. Our services include acting as the arranger and agent for the structured fi nancing provided by third party fi nancial institutions, and offering tax-enhanced structured services and products, including mortgage fi nancing, tax-oriented leases,as well as export credit agency (“ECA”) backed credit, ship charter arrangement, and balance sheet management. ALTERNATIVE ASSETS INVESTMENT Our Alternative Assets Investments division leverages on our specialist skills in structured fi nance arrangement and credit analysis to invest in, either as the principal investor or in partnership with other investors, three key Alternative Asset classes: Ship Investment > We invest in ships through equity investment in ship owning companies and investment funds > Our strategy is to invest in ships for commercial use that will produce attractive investment returns due to the high expected demand for, or anticipated shortfall in the supply of these ships > Since 2004, we have launched three private shipping investment funds – Searex Series I and II Funds, and the Akebono Fund > Besides being an investor in the various funds, we have played a variety of roles including administrator, fi scal agent, registrar and project manager, which provides us with a monthly fee income BUILDING ON OUR STRENGTHS FOR GROWTH EXPERIENCED AND COMMITTED MANAGEMENT TEAM > Executive Directors, Executive Offi cers and employees collectively own approximately 19.7% of our post-Invitation issued share capital and we believe that this has helped align their interests with those of our Company. > Clear understanding of industry requirements, client-driven focus and established investment strategy SUCCESSFUL TRACK RECORD OF INTEGRATED CAPABILITIES IN OUR SPECIALIST FIELDS > Comprehensive range of value-added and innovative structures > Scalable execution capabilities > Effective internal processes and practices ABILITY TO LEVERAGE ON OUR LONG- TERM RELATIONSHIPS WITH OUR WELL- ESTABLISHED NETWORK > We can leverage on our long-term business relationships, built through our investments, partners, corporate shareholders and brokers, to identify new business opportunities and to formulate new and innovative structures to address the requirements of business associates. Our corporate shareholders include Evergreen International S.A., HSH Nordbank AG, Exeno Yamamizu, and The Chuo Mitsui Trust & Banking Company, Limited > We have a track record of obtaining repeat businesses from our existing clients as well as new referrals from existing network > The strengths and geographical spread of these relationships enable us to provide cross-border services OUR GROWTH STRATEGIES We aim to be a leading Asia-based structured fi nance arrangement and Alternative Assets direct investment fi rm. We intend to build on our existing strengths in structured fi nance and Alternative Assets investments to provide one-stop and innovative fi nancing solutions to our clients as well as to explore and develop Alternative Assets investment opportunities by leveraging on our expertise and relationships. We believe that globalisation and economic growth will offer us opportunities in terms of cross-border fi nancing and investments and allow us to build a wider presence and network within the region. IN SUMMARY, WE INTEND TO: > Continue to focus and leverage on our integrated capabilities and well-established relationships > Expand and diversify our structured fi nance client and Alternative Assets investment portfolios and broaden our geographic coverage within Asia > Launch new ship investment funds We intend to use the net proceeds received by us from the issue of the New Shares in the Invitation for investments in the Akebono Fund; new container vessels; ship investments; distressed assets and/or real estate assets. OUR FINANCIAL PERFORMANCE INCOME BY BUSINESS SEGMENTS IN FY2006 OPERATING PROFIT EBITDA (US$ million) FY2004 8.1 FY2005 9.4 FY2006 10.0 CAGR 11.3% TOTAL INCOME Revenue (US$ million) FY2005 18.3 FY2006 FY2004 14.8 19.5 CAGR 14.7% NET PROFIT Net Income (US$ million) 9.4 11.4 7.9 CAGR 20.0% 6.0% Distressed assets Investment/ Management 6.3% Others1 0.3% Property Investment/ Management 1 This line item is referenced in Note 3 to the consolidated fi nancial statements of our Company for FY2006 under the line item “Unallocated” FY2005 FY2006 FY2004 56.6% Ship Investment/ Management 30.8% Structured Finance > Based on the mandates secured as at the Latest Practicable Date, we expect to recognise fee income of approximately US$10.5 million in FY2007 > We also expect to receive fee income as well as investment returns in respect of new investment funds that are established, including the Akebono Fund > The gross dividend payout ratio in respect of FY2007 is up to 50 per cent. of the Company’s consolidated profi ts available for distribution for FY2007 Applications for the Shares may be made through: > ATMs of DBS Bank (including POSB), OCBC and UOB Group, > Internet banking websites of DBS Bank and UOB Group, or > Printed application forms which form part of the Prospectus OUR INCOME STREAMS INDICATIVE TIMETABLE OVERVIEW OF INCOME STREAMS TO OUR GROUP STRUCTURED FINANCE ALTERNATIVE ASSETS INVESTMENT LEGEND Date and Time Event 8 August 2007, 8:00 p.m. Opening date and time for ATM applications 15 August 2007, 12:00 noon Closing date and time for the Invitation 17 August 2007, 9:00 a.m. Commence trading on a “ready” basis Shipping Companies/ Ship Owners > Finance arrangement fees > Charter brokerage fees > Agency fees Joint Venture Ship Investments > Investment returns > Finance arrangement fees > Project management fees > Administration and agency fees Akebono Fund > Investment returns > Finance arrangement fees > Administration and agency fees > Project management fees > Incentive fees Property and Distressed Assets Investment > Investment returns > Incentive fees > Administration and agency fees Page CORPORATE INFORMATION.............................................................................................................. 4 DEFINITIONS........................................................................................................................................ 6 GLOSSARY OF TECHNICAL TERMS.................................................................................................. 14 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS .............................................. 16 TAKE-OVERS........................................................................................................................................ 18 PURCHASE BY OUR COMPANY OF OUR OWN SHARES .............................................................. 19 ATTENDANCE AT GENERAL MEETINGS .......................................................................................... 20 SELLING RESTRICTIONS .................................................................................................................. 21 DETAILS OF THE INVITATION Listing on the SGX-ST ................................................................................................................ 23 Indicative Timetable for Listing.................................................................................................... 26 PLAN OF DISTRIBUTION .................................................................................................................... 27 PROSPECTUS SUMMARY Overview...................................................................................................................................... 29 Competitive Strengths ................................................................................................................ 32 Prospects .................................................................................................................................... 33 Business Strategy and Future Plans .......................................................................................... 35 Consolidated Results of our Group ............................................................................................ 36 Our Contact Details .................................................................................................................... 36 THE INVITATION .................................................................................................................................. 37 EXCHANGE RATES ............................................................................................................................ 39 RISK FACTORS Risks Relating to our Group........................................................................................................ 40 Risks Relating to the Industries which We Operate In................................................................ 44 Risks Relating to Ownership of our Shares ................................................................................ 46 INVITATION STATISTICS .................................................................................................................... 49 USE OF PROCEEDS............................................................................................................................ 50 DIVIDEND POLICY .............................................................................................................................. 51 SHARE CAPITAL.................................................................................................................................. 52 PRINCIPAL SHAREHOLDERS Ownership Structure.................................................................................................................... 55 Moratorium .................................................................................................................................. 57 CAPITALISATION AND INDEBTEDNESS .......................................................................................... 58 CONTENTS 1 DILUTION.............................................................................................................................................. 59 SELECTED FINANCIAL INFORMATION AND OTHER DATA Consolidated Results of our Group ............................................................................................ 60 Reconciliation of our Consolidated Results as set out in this Prospectus to our Audited Consolidated Financial Statements .................................... 61 Consolidated Financial Positions of our Group .......................................................................... 62 Pro Forma Financial Statements for the Financial Year ended 31 December 2006 .................. 64 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS Overview...................................................................................................................................... 65 Review of Results of Operations ................................................................................................ 69 Review of Financial Position........................................................................................................ 73 Indebtedness .............................................................................................................................. 74 Liquidity and Capital Resources.................................................................................................. 75 Capital Expenditure, Investments, Divestments and Commitments............................................ 77 Foreign Exchange Exposure ...................................................................................................... 79 Critical Accounting Policies ........................................................................................................ 80 Significant Changes in Accounting Policies ................................................................................ 84 GROUP STRUCTURE .......................................................................................................................... 85 GENERAL INFORMATION ON OUR GROUP Corporate Development .............................................................................................................. 87 Business Overview...................................................................................................................... 90 Sales and Marketing .................................................................................................................. 102 Major Clients .............................................................................................................................. 102 Business Partners ...................................................................................................................... 103 Intellectual Property .................................................................................................................... 104 Insurance .................................................................................................................................... 105 Regulations Governing our Group’s Activities in Hong Kong, Japan, Singapore and the PRC.............................................................................................................................. 106 Seasonality.................................................................................................................................. 109 Competition ................................................................................................................................ 110 Competitive Strengths ................................................................................................................ 110 Exchange Controls...................................................................................................................... 112 Properties.................................................................................................................................... 114 Prospects .................................................................................................................................... 115 Order Book.................................................................................................................................. 117 Business Strategy and Future Plans .......................................................................................... 117 MANAGEMENT REPORTING STRUCTURE ...................................................................................... 119 DIRECTORS, MANAGEMENT AND STAFF Directors ...................................................................................................................................... 120 Executive Officers........................................................................................................................ 123 Management Committee ............................................................................................................ 124 Employees .................................................................................................................................. 126 CONTENTS 2 Remuneration.............................................................................................................................. 129 Service Agreements.................................................................................................................... 130 CORPORATE GOVERNANCE ............................................................................................................ 132 UNI-ASIA SHARE OPTION SCHEME.................................................................................................. 134 INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTERESTS Interested Person Transactions .................................................................................................. 141 Potential Conflicts of Interests .................................................................................................... 143 DESCRIPTION OF OUR ORDINARY SHARES .................................................................................. 146 TAXATION ............................................................................................................................................ 148 CLEARANCE AND SETTLEMENT ...................................................................................................... 157 GENERAL AND STATUTORY INFORMATION Information on Directors and Executive Officers ........................................................................ 158 Share Capital .............................................................................................................................. 168 Bank Borrowings and Working Capital........................................................................................ 168 Material Contracts ...................................................................................................................... 168 Litigation ...................................................................................................................................... 168 Management, Underwriting and Placement Arrangements ........................................................ 168 Miscellaneous.............................................................................................................................. 170 Consents .................................................................................................................................... 172 Responsibility Statement by our Directors .................................................................................. 172 Documents Available for Inspection ............................................................................................ 173 APPENDIX A – Directors’ Report on the Consolidated Financial Statements for the Year ended 31 December 2004 ...................................................................................... A-2 Auditors’ Report on the Consolidated Financial Statements for the Year ended 31 December 2004 ...................................................................................... A-5 Consolidated Financial Statements for the Year ended 31 December 2004 ............ A-6 APPENDIX B – Directors’ Report on the Consolidated Financial Statements for the Year ended 31 December 2005 ...................................................................................... B-2 Auditors’ Report on the Consolidated Financial Statements for the Year ended 31 December 2005 ...................................................................................... B-5 Consolidated Financial Statements for the Year ended 31 December 2005 ............ B-6 APPENDIX C – Directors’ Report on the Consolidated Financial Statements for the Year ended 31 December 2006 ...................................................................................... C-2 Auditors’ Report on the Consolidated Financial Statements for the Year ended 31 December 2006 ...................................................................................... C-5 Consolidated Financial Statements for the Year ended 31 December 2006 ............ C-6 APPENDIX D – Summary of the Constitution of our Company .......................................................... D-1 APPENDIX E – Summary of Cayman Islands Company Law ............................................................ E-1 APPENDIX F – Rules of the Uni-Asia Share Option Scheme ............................................................ F-1 APPENDIX G – Terms, Conditions and Procedures for Application and Acceptance ........................ G-1 CONTENTS 3 BOARD OF DIRECTORS : Motokuni Yamashiro (Executive Director) Kazuhiko Yoshida (Executive Director) Michio Tanamoto (Executive Director) Hamilton Jian Ren Chueh (Non-Executive Director) Jörg Wilhelm Schelp (Non-Executive Director) Robert Van Jin Nien (Non-Executive Director) V-Nee Yeh (Independent Non-Executive Director) Ang Miah Khiang (Independent Non-Executive Director) Ronnie Teo Heng Hock (Independent Non-Executive Director) JOINT COMPANY SECRETARIES : Joanna Lim Lan Sim, ACIS Lim Aik Kun, ACIS REGISTERED OFFICE : Ugland House P .O. Box 309 Grand Cayman Cayman Islands British West Indies HEAD OFFICE AND PRINCIPAL : Suite A, 26th Floor PLACE OF BUSINESS Admiralty Centre Tower I 18 Harcourt Road Hong Kong SHARE REGISTRAR AND : Lim Associates (Pte) Ltd SINGAPORE SHARE 3 Church Street #08-01 TRANSFER AGENT Samsung Hub Singapore 049483 MANAGER, UNDERWRITER AND : DBS Bank Ltd PLACEMENT AGENT 6 Shenton Way DBS Building Tower One Singapore 068809 AUDITORS : PricewaterhouseCoopers Certified Public Accountants 22nd Floor Prince’s Building Central Hong Kong Partner-in-charge: Colin Shaftesley SOLICITORS TO THE INVITATION : Allen & Gledhill LLP AND LEGAL ADVISERS TO THE One Marina Boulevard #28-00 COMPANY ON SINGAPORE LAW Singapore 018989 LEGAL ADVISERS TO THE : Harney Westwood & Riegels COMPANY AS TO BRITISH P .O. Box 71 Road Town VIRGIN ISLANDS LAW Tortola, British Virgin Islands CORPORATE INFORMATION 4 LEGAL ADVISERS TO THE : Maples and Calder COMPANY AS TO CAYMAN 1504 One International Finance Centre ISLANDS LAW 1 Harbour View Street Hong Kong LEGAL ADVISERS TO THE : Richards Butler COMPANY AS TO HONG 20th Floor, Alexandra House KONG LAW 16-20 Chater Road Central Hong Kong LEGAL ADVISERS TO THE : Tanaka Law Office COMPANY AS TO JAPAN LAW 10th Floor, Landic Akasaka Building 3-4 Akasaka 2-Chome Minato-ku Tokyo, 107-0052 Japan LEGAL ADVISERS TO THE : Lauseed & Tittan Law Firm COMPANY AS TO PRC LAW 11/F, Tower A Chengjiandasha Plaza 18 Beitaipingzhuang Road Beijing 100088 PRC SOLICITORS TO THE MANAGER, : Rajah & Tann UNDERWRITER AND 4 Battery Road #26-01 PLACEMENT AGENT Bank of China Building Singapore 049908 PRINCIPAL BANKERS : The Hong Kong and Shanghai Banking Corporation Limited Pacific Place Branch Two Pacific Place 88 Queensway Hong Kong Mizuho Corporate Bank Ltd Hong Kong Branch 17/F, Two Pacific Place 88 Queensway Hong Kong Hang Seng Bank Limited 83 Des Voeux Road, Central Hong Kong RECEIVING BANK : DBS Bank Ltd 6 Shenton Way DBS Building Tower One Singapore 068809 CORPORATE INFORMATION 5 In this Prospectus and the accompanying Application Forms, the following definitions apply where the context so admits:- “AAA” : AAA Strategic Investment Limited, a company incorporated in the Cayman Islands and held by a charitable trust. AAA owns and operates the AAA Series I Fund and AAA Series II Fund “AAA Series I Fund” : The investment fund owned and operated by AAA, comprising the proceeds from the issue of the AAA Series I Notes and the assets into which any such proceeds have been converted “AAA Series I Notes” : The US$5 million of Performance Notes issued by AAA to our Company and one other investor which is an independent third party “AAA Series II Fund” : The investment fund owned and operated by AAA, comprising the proceeds from the issue of the AAA Series II Notes and the assets into which any such proceeds have been converted “AAA Series II Notes” : The US$15 million of Performance Notes issued by AAA to our Company and the same investor who subscribed to the AAA Series I Notes “Additional Shares” : Up to 9,810,000 new Shares (representing 15 per cent. of the New Shares) which may be issued on the terms and subject to the conditions of this Prospectus, upon the exercise of the Over- allotment Option by the Manager “Akebono Capital Limited” : Akebono Capital Limited, a company incorporated in the British Virgin Islands and held by a charitable trust. Akebono Capital Limited owns and operates the Akebono Fund “Akebono Fund” : The investment fund owned and operated by Akebono Capital Limited, comprising the proceeds from the issue of the Performance Notes and the assets into which any such proceeds have been converted “Application Forms” : The printed application forms to be used for the purpose of the Invitation and which form part of this Prospectus “Application List” : The list of applications for subscription of the New Shares “Articles” or “Articles of : The articles of association of the Company as adopted on 26 Association” June 2007 and as amended from time to time “Associate” : (a) In relation to any Director, chief executive officer, Substantial Shareholder or Controlling Shareholder (being an individual) means: (i) his immediate family; (ii) the trustees, acting in their capacity as such 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 DEFINITIONS 6 (iii) any company in which he and his immediate family together (directly or indirectly) have an interest of 30 per cent. or more of the aggregate of the nominal amount of all the voting shares; and (b) 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 per cent. or more “associated company” : A company in which at least 20% but not more than 50% of its shares are held by our Group “ATM” : Automated teller machines of a Participating Bank “Audit Committee” : The audit committee of our Company for the time being “Board” or “Board of Directors” : The board of Directors of our Company as at the date of this Prospectus, unless otherwise stated “Capital Advisers” : Capital Advisers Co., Ltd, a company incorporated on 24 February 2000 in Japan and an associated company of our Company “Cayman Companies Law” : The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands “CMTB” : The Chuo Mitsui Trust and Banking Co. Ltd, a company incorporated in Japan “Companies Act” : The Companies Act (Chapter 50) of Singapore “Companies Ordinance” : The Companies Ordinance (Chapter 32 of the Laws of Hong Kong) “Company” or “Uni-Asia” : Uni-Asia Finance Corporation, an exempted company incorporated on 17 March 1997 in the Cayman Islands with limited liability “Controlling Shareholder” : In relation to a corporation, (a) person who has an interest in the voting shares of a corporation and who exercises control over the corporation; or (b) a person who has an interest of 15 per cent. or more of the aggregate of the nominal amount of all the voting shares in a corporation, unless he does not exercise control over the corporation “Directors” : The directors of our Company as at the date of this Prospectus, unless otherwise stated “ECA” : Export credit agency DEFINITIONS 7 “Electronic Applications” : Applications for the Offer Shares made through an ATM or through IB websites in accordance with the terms and conditions of this Prospectus “EPS” : Earnings per Share “EuroAsia II” : EuroAsia II, Inc., a private company incorporated in Panama, whose principal activity is ship owning “Evergreen” or “Evergreen : Evergreen International S.A., a private company incorporated in International S.A.” Panama and part of the Evergreen Group, a Substantial Shareholder of our Company “Evergreen Group” : Evergreen and its subsidiaries including Evergreen International Storage and Terminal Corp, EVA Airways, Evergreen Marine Corp., Gaining Enterprise S.A., Greencompass Marine S.A., Evergreen Marine (UK) Limited (formerly known as Hatsu Marine Limited), Italia Marittima and Evergreen International Corp. “Executive Directors” : The executive Directors of our Company as at the date of this Prospectus “Executive Officers” : The executive officers of our Group as at the date of this Prospectus “Exeno Yamamizu” or “Yamamizu” : Exeno Yamamizu Corporation, a company incorporated in Japan “FY” : Financial year ended or, as the case may be, ending 31 December “GCAP Fund” : YK Japan Residential Holdings, a fund established in 2004 which is jointly managed by Grosvenor Asia and Capital Advisers through Grosvenor Capital Advisers Fund Management Co., Ltd. “Grosvenor” : Grosvenor Group Limited, an international property company incorporated in the United Kingdom “Grosvenor Asia” : The group of companies within the Grosvenor Group which operates the businesses of Grosvenor in Asia “Grosvenor Group” : Grosvenor and its subsidiaries “Group” : Our Company together with our subsidiaries “Harmonic Shipping” : Harmonic Shipping S.A., a private company incorporated in Panama, engaged in the business of ship owning “Hatsu Marine” : Evergreen Marine (UK) Limited, formerly known as Hatsu Marine Limited, a company incorporated in the UK and part of the Evergreen Group “Hong Kong” : The Hong Kong Special Administrative Region of the PRC “HSH Nordbank” : HSH Nordbank AG, a company incorporated in Germany DEFINITIONS 8 “IB” : Internet Banking “Independent Directors” or : The independent non-executive Directors of our Company as at “Independent Non-Executive the date of this Prospectus Directors” “Infinite Asset” : Infinite Asset Management (Pte.) Limited, a wholly-owned subsidiary of Akebono Capital Limited and the intermediate holding company for the shipping SPCs incorporated in Singapore “Internet Placement Shares” : The 500,000 Placement Shares available for application through the Internet website of DBS Vickers Securities Online (Singapore) Pte Ltd, subject to and on the terms and conditions of this Prospectus “Invitation” : The invitation by us to the public in Singapore to subscribe for the New Shares at the Invitation Price, subject to and on the terms and conditions of this Prospectus “Invitation Price” : S$0.55 for each New Share “Italia Marittima” : Italia Marittima S.p.A., formerly known as Lloyd Triestino di Navigazione S.p.A., a company incorporated in Italy and part of the Evergreen Group “Latest Practicable Date” : 19 June 2007, being the latest practicable date for the purposes of lodgment of this Prospectus “Listing Date” : The date trading in the Shares commences on the SGX-ST “Listing Manual” : The Listing Manual of the SGX-ST “Management and Underwriting : The conditional management and underwriting agreement dated Agreement” 8 August 2007 entered into between our Company, the Manager and the Underwriter relating to the Invitation “Market Day” : A day on which the SGX-ST is open for trading in securities “Matin Shipping Limited” : Matin Shipping Limited, a company incorporated in Hong Kong, engaged in the business of ship owning “Memorandum” or “Memorandum : The memorandum of association of the Company as adopted on of Association” 26 June 2007 and as amended from time to time “MOFTEC” : The Ministry of Foreign Trade and Economic Cooperation of the PRC “NAV” : Net asset value “New Shares” : The 65,400,000 Shares which are the subject of this Invitation “NTA” : Net tangible assets “Offer” : The offer by our Company of the Offer Shares to the public in Singapore for subscription at the Invitation Price, subject to and on the terms and conditions of this Prospectus DEFINITIONS 9 “Offer Shares” : 3,300,000 New Shares which are the subject of the Offer “Option” : The right to subscribe for Shares granted or to be granted to an employee pursuant to the Scheme and for the time being subsisting “Option Shares” : The new Shares which may be allotted and issued upon the exercise of the Options pursuant to the Scheme “Over-allotment Option” : The option granted by us to the Manager to require us to issue up to 9,810,000 Additional Shares at the Invitation Price solely for the purpose of covering over-allotment of Shares (if any), upon the terms and subject to and on the terms and conditions of this Prospectus and referred to in the section entitled “Over- allotment and Stabilisation” of this Prospectus “Pacific Leasing Corporation” : , a company incorporated in the PRC and an independent third party “Panmax” : Panmax Tanker S.A., a special purpose company established in Panama “PER” : Price earnings ratio “Placement” : The placement of the Placement Shares by the Placement Agent on behalf of our Company for subscription at the Invitation Price, subject to and on the terms and conditions of this Prospectus “Placement Shares” : 62,100,000 of the New Shares (including the Internet Placement Shares and the Reserved Shares), which are the subject of the Placement “PRC” or “China” : The People’s Republic of China which, for the purposes of this Prospectus and for geographical reference, excludes Hong Kong, the Macau Special Administrative Region and Taiwan “Prospectus” : This Prospectus dated 8 August 2007 issued by our Company in respect of the Invitation “Reserved Shares” : The 3,960,000 Placement Shares reserved for our employees, business associates and others who have contributed to the success of our Group “Rich Containership S.A.” : A special purpose company incorporated in Panama, engaged in the business of ship owning “Scheme” : The Uni-Asia Share Option Scheme adopted by our Company on 26 June 2007 and as described in the section entitled “Uni- Asia Share Option Scheme” of this Prospectus “Searex” : Searex Asset Management Limited, a company incorporated in the British Virgin Islands and held by a charitable trust. Searex owns and operates the Searex Series I Fund and Searex Series II Fund DEFINITIONS 10 “Searex Series I Fund” : The investment fund owned and operated by Searex comprising the proceeds from the issue of the Searex Series I Notes, the assets into which any such proceeds have been converted and all loans advanced to Searex in relation to shipping interests acquired for the benefit of the holders of the Searex Series I Notes “Searex Series I Notes” : The US$17 million Performance Notes issued by Searex to our Company and five other investors “Searex Series II Fund” : The investment fund owned and operated by Searex comprising the proceeds from the issue of the Searex Series II Notes, the assets into which any such proceeds have been converted and all loans advanced to Searex in relation to shipping interests acquired for the benefit of the holders of the Searex Series II Notes “Searex Series II Notes” : The US$23 million Performance Notes issued by Searex to the same investors who subscribed for the Searex Series I Notes and to four additional new investors “Securities Account” : The securities account maintained by a depositor with CDP “Service Agreements” : The service agreements entered into between our Company and each of our Executive Directors Mr. Motokuni Yamashiro, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto “SFA” : The Securities and Futures Act (Chapter 289) of Singapore “SFC” : The Securities and Futures Commission of Hong Kong “SFO” : Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “Share Lending Agreement” : An agreement dated 8 August 2007 entered into between Mr. Motokuni Yamashiro and the Manager pursuant to which Mr. Motokuni Yamashiro may lend up to 9,810,000 Shares to the Manager representing 15 per cent. of the New Shares, for the purpose of facilitating settlement of the over-allotment of Shares (if any) in connection with the Invitation “Shareholders” : Registered holders of Shares “Shares” : Ordinary shares of US$0.16 each in the capital of our Company “SPC” : Special purpose company “Substantial Shareholders” : Persons who have an interest in the Shares, the nominal amount of which is not less than 5 per cent. of the aggregate of the nominal amount of all the voting Shares of our Company “Sunrise Shipping S.A.” : Sunrise Shipping S.A., a private company incorporated in Panama, engaged in the business of ship owning “Uni-Asia Guangzhou” : , or Uni-Asia Guangzhou Property Management Company Limited, a private company incorporated in Guangzhou, the PRC, engaged in the business of property investment and management DEFINITIONS 11 “Uni-Ships and Management : Uni-Ships and Management Limited, a company incorporated in Limited” Hong Kong. Uni-Ships and Management Limited is a joint venture between Maritime 24 (Pte) Ltd, Uni-Asia, Uni-Fast Limited and Wealth Ocean which each respectively has a shareholding of 30%, 30%, 30% and 10%. It provides project management, accounting and administration services to Uni- Asia’s investment fund vehicles “UK” or “United Kingdom” : England, Wales, Scotland and Northern Ireland “US”, “USA” or “United States” : The United States of America “Wealth Ocean” : Wealth Ocean Services Limited, a company incorporated in Hong Kong and an independent third party. Wealth Ocean is engaged in marine-related activities Currencies, Units of Measurement and Others “€” : Euro, the lawful currency of certain nations within the European Union “HK$” : Hong Kong dollars, the lawful currency of Hong Kong “JPY” or “Yen” : Japanese Yen, the lawful currency of Japan “%” or “per cent.” : Per centum or Percentage “Renminbi” or “RMB” : PRC Renminbi, the lawful currency of the People’s Republic of China “S$” and “cents” : Singapore dollars and cents respectively, the lawful currency of the Republic of Singapore “sq ft” : Square feet “sq m” : Square metres “US dollars” or “US$” : United States dollars, the lawful currency of the United States of America Other Corporations and Agencies “CDP” : The Central Depository (Pte) Limited “CPF” : The Central Provident Fund “DBS”, “DBS Bank”, “Manager”, : DBS Bank Ltd “Underwriter”, “Placement Agent” or “Receiving Bank” “MAS” or the “Authority” : The Monetary Authority of Singapore “Participating Banks” : DBS Bank (including POSB), United Overseas Bank Limited (“UOB”) and its subsidiary, Far Eastern Bank Limited (the “UOB Group”), and Oversea-Chinese Banking Corporation Limited (“OCBC”) DEFINITIONS 12 “SGX-ST” : Singapore Exchange Securities Trading Limited “Share Registrar” : Lim Associates (Pte) Ltd In this Prospectus, unless otherwise specified, conversions of US dollars into Singapore dollars are based on the rate of US$1.00 to S1.52andconversionsofYentoUSdollarsarebasedontherateofUS1.52 and conversions of Yen to US dollars are based on the rate of US1.00 to 118.9 Yen. This exchange rate is for reference only. No representation is made by us that any amount in US$ has been, could have been or could be converted at the above rates or at any other rates or at all. All figures are translated (where relevant) for the purposes of this Prospectus from square metre, to square feet at 1 square metre = 10.764 square feet. The expressions “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed to them respectively in Section 130A 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 Prospectus, the Application Forms and Electronic Applications 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 Cayman Companies Law, the SFA or any statutory modification thereof and used in this Prospectus, the Application Forms and Electronic Applications shall, where applicable, have the meaning assigned to it under the Companies Act, the Cayman Companies Law, the SFA or any statutory modification thereof, as the case may be. Any reference in this Prospectus, the Application Forms and the Electronic Applications 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 Prospectus shall be a reference to Singapore time unless otherwise stated. References in this Prospectus to “our Group”, “we”, “our”, and “us” refer to our Group. Certain names with Chinese or Japanese characters have been translated into English names. Such translations are provided solely for the convenience of Singapore-based investors and for identification purposes only. They may not be registered with the relevant PRC or Japanese authorities (as the case may be) and should not be construed as representations that the English names actually represent the Chinese or Japanese characters. In the case of any inconsistency between the English names and their respective official Chinese or Japanese names (as the case may be), the Chinese or Japanese names shall prevail. Any discrepancies in the tables included herein between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. DEFINITIONS 13 To facilitate a better understanding of our business, the following glossary provides a description of some of the technical terms and abbreviations as they relate to us and as they are used in this Prospectus, and may not correspond to standard industry definitions or usage of the terms: “Alternative Assets” : A general term to describe non-mainstream investment assets. For Uni- Asia, at the Latest Practicable Date, the Alternative Assets we invest in include ships, distressed assets (including NPLs and other distressed assets in Asia (excluding Japan)), property (including hotel and residential properties in Japan and commercial properties in the PRC) “Bareboat Charter” : Charter in which a bare ship is chartered without crew. The Charterer takes over the vessel for a stipulated sum with minimum restrictions, usually for five or more years “Bulk Carriers” : A ship designed for homogeneous cargo stowed in bulk and not enclosed in any container “Bunkers” : Fuel for vessels. Type will vary depending upon propulsion mode of vessel. Steamships use heavy fuel oil, diesels use range of fuels from heavy to light, and gas turbines generally use kerosene “Charterer” : Person given use of vessel or all or part of the carrying capacity of a vessel to transport cargo/passengers for specified time “Charter Party” : Document of contract/agreement by which shipowner agrees to lease and the Charterer agrees to hire entire ship and all/ part of cargo space for agreed sum under certain conditions “Charter Rates” : The tariff applied for chartering tonnage in a particular trade “DWT” : Dead Weight Tons is the total weight of a vessel including all items on board the vessel when the vessel is loaded to her maximum loading limit “Handy Max” : Tankers of about 40,000 to 60,000 DWT “Handy Size” : Tankers of about 10,000 to 40,000 DWT “IRR” : Internal rate of return, which is the interest rate received for an investment that consists of payments and income. The IRR is the interest rate corresponding to a zero net present value. Net IRR takes into account direct transaction costs of a transaction “NPL(s)” : Non-performing loan whereby the borrower of the loan is in default or is highly likely to default. Collateral or guarantees agreed for the loan, therefore, may or may not be available when such loan is in default “Performance Notes” : An evidence of entitlement issued by the issuer of the note pursuant to a deed of covenant created by the issuer and subscribed by the note holders pursuant to a subscription agreement. They are redeemed semi- annually, in whole or in part, calculated based on net cash recovered from the underlying assets of the issuer. Note redemptions are determined based on the total original cost of recovered assets less the deduction of fees and other expenses incurred in recovery of such assets. Recovery amounts from assets in excess of that required for performance note repayments are paid out as interest on the performance note GLOSSARY OF TECHNICAL TERMS 14 “TEU” : Twenty foot equivalent unit “Time Charter” : Charter for varying periods of time, typically between one and 10 years, under which owner hires out vessel to Charterer, fully manned, provisioned, stored and insured. The Charterer is usually responsible for bunkers, port charges, canal tolls and any crew overtime connected with cargo “Tokumei Kumiai” or “TK” : A form of silent partnership structure used in Japan. TK is used in very sophisticated cross-border tax structuring and is created by a contractual agreement between two or more parties: the “proprietor” or “operator” and the “silent” or “limited” partners. The silent partner contributes cash or asset to the operator who manages asset for the business designated in the partnership agreement. The economic benefits are shared between the parties GLOSSARY OF TECHNICAL TERMS 15 All statements contained in this Prospectus, statements made in press releases and oral statements that may be made by us or our Directors, Executive Officers or employees acting on our 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 Prospectus regarding matters that are not historical fact, are only predictions. 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 expressed or implied by these forward- looking statements. These risks, uncertainties and other factors include, among others: (a) changes in political, social and economic conditions and the regulatory environment in Hong Kong, the PRC, Japan and other countries in which we conduct business; (b) changes in currency exchange rates; (c) our anticipated growth strategies and expected internal growth; (d) changes in customer preferences; (e) changes in competitive conditions and our ability to compete under such conditions; (f) changes in our future capital needs and the availability of financing and capital to fund such needs; and (g) other factors beyond our control. Some of these risk factors are discussed in more detail under the section entitled “Risk Factors” of this Prospectus. Given the risks and uncertainties that may cause our actual future results, performance or achievements to be materially different than expected, expressed or implied by the forward-looking statements in this Prospectus, undue reliance must not be placed on these statements which apply only as at the date of this Prospectus. Neither our Company, the Manager, Underwriter and Placement Agent, nor any other person represents or warrants that our actual future results, performance or achievements will be as discussed in those statements. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 16 Our actual results may differ materially from those anticipated in these forward-looking statements as a result of the risks faced by us. We and the Manager, Underwriter and Placement Agent, disclaim any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances. We are, however, subject to the provisions of the SFA and the Listing Manual of the SGX-ST regarding corporate disclosure. In particular, pursuant to Section 241 of the SFA, if after this Prospectus is registered but before the close of the Invitation, we become aware of (a) a false or misleading statement or matter in this Prospectus; (b) an omission from this Prospectus of any information that should have been included in it under Section 243 of the SFA; or (c) a new circumstance that has arisen since this Prospectus was lodged with the Authority and would have been required by Section 243 of the SFA to be included in this Prospectus, if it had arisen before this Prospectus was lodged and that is materially adverse from the point of view of an investor, we may lodge a supplementary or replacement Prospectus with the Authority. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 17 Pursuant to Section 88 of the Cayman Companies Law, where a scheme or contract involving the transfer of Shares or any class of shares in the Company to another company, whether a company (the “transferee company”) has, within four months after the making of the offer in that behalf by the transferee company, been approved by the holders of not less than 90 per cent. in value of the shares affected, the transferee company may, at any time within two months after the expiration of the said four months, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire his shares, and where such notice is given the transferee company shall, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given, unless the court thinks fit to order otherwise, be entitled and bound to acquire those shares on the terms on which under the scheme or contract the shares of the approving shareholders are to be transferred to the transferee company. Apart from Section 88 of the Cayman Companies Law, there are no other statutory requirements under any Cayman Islands laws or regulations on take-over offers for our Shares which would be applicable to us. With effect from 15 October 2005 and following legislative amendments to the SFA, we are subject to Sections 138, 139 and 140 of the SFA and the Singapore Code on Take-overs and Mergers notwithstanding that we are a corporation incorporated in the Cayman Islands. TAKE-OVERS 18 Under the laws of the Cayman Islands, a company may, if authorised by its articles of association, purchase its own shares. Our Company has such power to purchase our own Shares pursuant to Article 14 of our Articles. Such power to purchase our own Shares shall, subject to the Cayman Companies Law and our Articles (and if applicable, the rules and regulations of the SGX-ST and other regulatory authorities), be exercisable by our Directors upon such terms and subject to such conditions as they think fit, in accordance with Article 14. Under the laws of the Cayman Islands, such purchases may be effected out of profits of our Company or out of proceeds of a fresh issue of Shares made for that purpose or, in the manner authorised by our Articles, by a payment out of capital. At no time may our Company purchase our Shares if, as a result of the purchase, there would no longer be any member of our Company holding our Shares. Only fully paid Shares may be purchased by our Company. A payment out of capital by our Company for the purchase of our Shares is not lawful unless immediately following the date on which the payment out of capital is proposed to be made, our Company shall be able to pay our debts as they fall due in the ordinary course of business. Shares purchased by our Company shall be treated as cancelled and our Company’s issued, but not our authorised, capital will be diminished accordingly. For further details on the constitution of our Company, please refer to Appendix D of this Prospectus. Our Company presently has no intention of purchasing our own Shares after the listing. However, if we decide to do so later, we will seek our Shareholders’ approval in accordance with our Articles and the rules of the SGX-ST. Our Company will make prompt public announcement of any such share purchase and has also given an undertaking to the SGX-ST to comply with all requirements that the SGX-ST may impose in the event of any such share purchase. PURCHASE BY OUR COMPANY OF OUR OWN SHARES 19 Under the Cayman Companies Law, only those persons who agree to become shareholders of a Cayman Islands company and whose names are entered on the register of members of such a company are considered members, with rights to attend and vote at general meetings. Accordingly, Depositors holding Shares through CDP would not be recognised as members of our Company, and would not have a right to attend and to vote at general meetings of our Company. In the event that Depositors wish to attend and vote at general meetings of our Company, CDP will have to appoint them as proxies, pursuant to the Articles. In accordance with Article 63(b), unless CDP specifies otherwise in a written notice to our Company, CDP shall be deemed to have appointed as CDP’s proxies each of the Depositors who are individuals and whose names are shown in the records of CDP , as at a time not earlier than forty-eight (48) hours prior to the time of the relevant general meeting, supplied by CDP to our Company. Therefore, Depositors who are individuals can attend and vote at the general meetings of our Company without the lodgment of any proxy form. Depositors who cannot attend a meeting personally may enable their nominees to attend as CDP’s proxies. Depositors who are not individuals can only be represented at a general meeting of our Company if their nominees are appointed by CDP as CDP’s proxies. Proxy forms appointing nominees of Depositors as proxies of CDP would need to be executed by CDP as members and must be deposited at the specified place and within the specified time frame to enable the nominees to attend and vote at the relevant general meeting of our Company. ATTENDANCE AT GENERAL MEETINGS 20 Singapore This Prospectus does not constitute an offer, solicitation or invitation to subscribe for the New Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or 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 regulatory requirements of any jurisdiction, except for the filing and/or registration of this Prospectus in Singapore in order to permit an offering of the New Shares and the distribution of this Prospectus in Singapore. The distribution of this Prospectus and the offering of the New Shares in certain jurisdictions may be restricted by the relevant laws in such jurisdictions. Persons who may come into possession of this Prospectus are required by us and the Manager, Underwriter 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 and the Manager, Underwriter and Placement Agent. Persons to whom a copy of this Prospectus has been issued shall not circulate the same to any other person or reproduce or otherwise distribute this Prospectus or any information herein for any purpose whatsoever, nor permit or cause the same to occur. Hong Kong The Underwriter has represented and agreed that: (a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any New Shares other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and (b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the New Shares, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) and any rules made under that Ordinance. The contents of this Prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Invitation. If you are in any doubt about any of the contents of this Prospectus, you should obtain independent professional advice. Japan No public offering or secondary offering of our Company’s Shares within the meaning of the Securities and Exchange Law will be made in Japan, and thus no registration statement in respect of the offering and placement of our Company’s Shares will be filed. Therefore, this Prospectus may not be issued, circulated, distributed or otherwise used in Japan except as mentioned below. This Prospectus may be issued only for the purpose of private placement within the meaning of the above Law. In this connection, a notification of the private placement will be filed with the financial authority pursuant to the provision of the Cabinet Office Ordinance on the Disclosure of Corporate Affairs and Other Matters. European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any New Shares contemplated by this Prospectus may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any New Shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: (a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; SELLING RESTRICTIONS 21 (b) to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than €43,000,000; and (iii) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (c) by the Underwriter to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Underwriter for any such offer; or (d) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of New Shares shall result in a requirement for the publication by us or the Underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any New Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any New Shares to be offered so as to enable an investor to decide to purchase any New Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. United Kingdom The Underwriter has represented, warranted and agreed that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) received by it in connection with the issue or sale of any New Shares in circumstances in which section 21(1) of the FSMA does not apply to us; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the New Shares in, from or otherwise involving the United Kingdom. United States of America The New Shares have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S. The New Shares are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the United States Internal Revenue Code and regulations thereunder. The Underwriter has agreed that, except as permitted by the Placement Agreement, it will not offer, sell or deliver New Shares, (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of New Shares and the closing date, within the United States or to, or for the account or benefit of, U.S. persons, and such Underwriter will have sent to each dealer to which it sells New Shares during the distribution compliance period relating thereto a confirmation or other notice setting forth the restrictions on offers and sales of the New Shares within the United States or to, or for the account or benefit of, U.S. persons. In addition, until 40 days after the later of the commencement of the offering of New Shares and the closing date, any offer or sale of New Shares within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act. SELLING RESTRICTIONS 22 LISTING ON THE SGX-ST We have applied to the SGX-ST for permission to deal in and for quotation of, all our existing issued Shares, the New Shares, the Additional Shares and the Option Shares. Such permission will be granted when our Company has been admitted to the Official List of the SGX-ST. Acceptance of applications will be conditional upon, inter alia, permission being granted by the SGX-ST to deal in, and for quotation of, all our existing issued Shares, the New Shares, the Additional Shares and the Option Shares. Monies paid in respect of any application accepted will be returned to you, without interest or any share of revenue or other benefit arising therefrom and at your own risk, if the said permission is not granted or for any other reasons (including where the Authority issues a stop order) and you will not have any claims whatsoever against us and the Manager, Underwriter and Placement Agent. In connection with the Invitation, we have granted to the Manager an Over-allotment Option exercisable by the Manager during the period commencing on the date of commencement of trading of the Shares on the SGX-ST (the “Commencement Date”) and expiring on the date falling 30 days after the Commencement Date. The Manager may subscribe for up to an aggregate of 9,810,000 Additional Shares, representing approximately 15 per cent. of the New Shares, solely to cover over-allotments of Shares (if any) in the Invitation. In connection with the Invitation, the Manager may over-allot or effect transactions which stabilise or maintain the market price of the Shares, subject to compliance with the laws of Singapore. Such stabilisation, if commenced, may be discontinued by the Manager at any time at the Manager’s discretion in accordance with the laws of Singapore. The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our Shares, the New Shares, the Option Shares or the Additional Shares. A copy of this Prospectus has been lodged with and registered by the Authority. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the SFA, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of our Shares, the New Shares, the Option Shares or the Additional Shares, as the case may be, being offered or in respect of which an invitation is made, for investment. We are subject to the provisions of the SFA and the Listing Manual regarding corporate disclosure. In particular, if after this Prospectus is registered but before the close of the Invitation, we become aware of: (a) a false or misleading statement or matter in the Prospectus; (b) an omission from this Prospectus of any information that should be have been included in it under Section 243 of the SFA; or (c) a new circumstance that has arisen since this Prospectus was lodged with the Authority which would have been required by Section 243 of the SFA to be included in this Prospectus if it had arisen before this Prospectus was lodged, that is materially adverse from the point of view of an investor, we may lodge a supplementary or replacement prospectus with the Authority pursuant to Section 241 of the SFA. Where applications have been made for the New Shares prior to the lodgment of the supplementary or replacement prospectus, we shall, within seven days from the date of lodgment of the supplementary or replacement prospectus, either: (a) provide the applicants with a copy of the supplementary or replacement prospectus and, as the case may be, provide the applicants with an option to withdraw their applications; or DETAILS OF THE INVITATION 23 (b) subject to compliance with the Cayman Companies Law, treat the applications as withdrawn and cancelled and return all monies paid, without interest or any share of revenue or other benefit arising therefrom, in respect of any application accepted within seven days from the date of lodgment of the supplementary or replacement prospectus. Any applicant who wishes to exercise his option to withdraw his application shall, within 14 days from the date of lodgment of the supplementary or replacement prospectus, notify us whereupon we shall, within seven days from the receipt of such notification, return the application monies without interest or any share of revenue or other benefit arising therefrom and at the applicant’s own risk. Under the SFA, the Authority may, in certain circumstances issue a stop order (the “Stop Order”) to our Company, directing that no or no further Shares to which this Prospectus relates, be allotted, issued or sold. Such circumstances will include a situation where this Prospectus (i) contains a statement or matter, which in the opinion of the Authority is false or misleading; (ii) omits any information that should be included in accordance with the SFA; or (iii) does not, in the opinion of the Authority, comply with the requirements of the SFA. Where the Authority issues a Stop Order pursuant to Section 242 of the SFA: (a) in the case where the New Shares have not been issued and/or sold to the applicants, the applications of the New Shares pursuant to the Invitation shall be deemed to have been withdrawn and cancelled and our Company shall, within 14 days from the date of the Stop Order, pay to the applicants all monies the applicants have paid on account of their applications for the New Shares; or (b) in the case where the New Shares have been issued and/or sold to the applicants, the issue and/or sale of the New Shares pursuant to the Invitation is required by the SFA to be deemed void and our Company shall, subject to compliance with the Cayman Companies Law and our Articles, repurchase the New Shares and our Company shall, within 14 days from the date of the Stop Order, pay to the applicants all monies paid by them for the New Shares. Such monies paid in respect of your application will be returned to you at your own risk, without interest or any share of revenue or other benefit arising therefrom, and you will not have any claim against us and the Manager, Underwriter and Placement Agent. This Prospectus has been seen and approved by our Directors and they individually and collectively accept full responsibility for the accuracy of the information given in this Prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and all expressions of opinion, intention and expectation in this Prospectus are fair and accurate in all material respects as at the date of this Prospectus and that there are no material facts the omission of which would make any statements in this Prospectus misleading, and that this Prospectus constitutes full and true disclosure of all material facts about the Invitation and our Group. Neither our Company and the Manager, Underwriter and Placement Agent, nor any other parties involved in the Invitation is making any representation to any person regarding the legality of an investment by such person under any investment or other laws or regulations. No information in this Prospectus should be considered as being business, legal or tax advice regarding an investment in our Shares. Each prospective investor should consult his own professional or other advisers for business, legal or tax advice regarding an investment in our Shares. No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the date of this Prospectus. DETAILS OF THE INVITATION 24 No person has been or is authorised to give any information or to make any representation not contained in this Prospectus in connection with the Invitation and, if given or made, such information or representation must not be relied upon as having been authorised by us and, the Manager, Underwriter and Placement Agent. Neither the delivery of this Prospectus and the Application Forms nor any documents relating to the Invitation, nor the Invitation shall, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change or development reasonably likely to invoke a change in our affairs or in the statements of fact or information contained in this Prospectus since the date of this Prospectus. Where such changes occur, we may lodge a supplementary or replacement Prospectus with the Authority and make an announcement of the same to the SGX-ST and/or the Authority and will comply with the requirements of the SFA and/or any other requirements of the SGX-ST and/or the Authority. All applicants should take note of any such announcements and, upon the release of such an announcement, shall be deemed to have notice of such changes. Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon as, a promise or representation as to our future performance or policies. This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied upon by any other persons other than the applicants in connection with their application for the New Shares or for any other purpose. This Prospectus does not constitute an offer, solicitation or invitation of the New Shares in any jurisdiction in which such offer, or solicitation or invitation is unlawful or unauthorised 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 Prospectus and the Application Forms and envelopes may be obtained on request, subject to availability, during office hours, from: DBS BANK LTD 6 SHENTON WAY #36-01 DBS BUILDING TOWER ONE SINGAPORE 068809 and where available, from branches of DBS Bank Ltd (including POSB), members of the Association of Banks in Singapore, members of the SGX-ST and merchant banks in Singapore. A copy of this Prospectus is also available on: (a) the SGX-ST website: http://www.sgx.com; and (b) the Authority’s website: http://masnet.mas.gov.sg/opera/sdrprosp.nsf. The Application List will open at 10.00 a.m. on 15 August 2007 and will remain open until noon on the same day or such further period or periods as our Directors may, in consultation with the Manager, in their absolute discretion decide, subject to any limitation under all applicable laws and regulations. PROVIDED ALWAYS THAT where a supplementary prospectus or replacement prospectus is lodged with the Authority, the Application List will be kept open for at least 14 days after the lodgment of the supplementary or replacement prospectus. Details of the procedure for application and acceptance to subscribe for the New Shares are set out in Appendix G – “Terms, Conditions and Procedures for Application and Acceptance” of this Prospectus. DETAILS OF THE INVITATION 25 INDICATIVE TIMETABLE FOR LISTING An indicative timetable on the trading of initial public offering shares on a “when issued” basis is set out below for reference of applicants: Indicative time/date Event 8 August 2007 Commencement of Invitation 12.00 noon on 15 August 2007 Close of Application List 16 August 2007 Balloting of applications, if necessary (in the event of over- subscription for the Offer Shares) 9.00 a.m. on 17 August 2007 Commence trading on a “ready” basis 22 August 2007 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 will be 15 August 2007, the date of admission of our Company to the Official List of the SGX-ST will be 17 August 2007, the shareholding spread requirement will be complied with and the New Shares will be issued and fully paid-up prior to 17 August 2007. 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 absolute discretion, decide, including the decision to permit trading on a “ready” basis and the commencement date of such trading. The commencement of trading on a “ready” basis will be entirely at the discretion of the SGX-ST. All persons trading in our Shares before their Securities Accounts with CDP are credited with the relevant number of Shares do so at the risk of selling Shares which neither they nor their nominees, as the case may be, have been allotted or are otherwise beneficially entitled to. Investors should consult the SGX-ST’s announcement on “ready” listing date on the internet (at the SGX- ST website http://www.sgx.com) or the newspaper(s), or check with their brokers on the date on which trading on a “ready” basis will commence. In the event of any changes in the closure of the Application List or the time period during which the Invitation 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 a local English newspaper. DETAILS OF THE INVITATION 26 The Invitation is for 65,400,000 New Shares (plus a maximum of 9,810,000 Additional Shares which may be issued upon the exercise of the Over-allotment Option) offered in Singapore by way of public offer and placement comprising 3,300,000 Offer Shares and 62,100,000 Placement Shares (including the Internet Placement Shares and the Reserved Shares) managed and underwritten by DBS Bank Ltd. The Invitation Price is determined by us in consultation with the Manager, based on market conditions and estimated market demand for our Shares determined through a book-building process. The Invitation Price is the same for each New Share and is payable in full on application. Investors may apply to subscribe for any number of New Shares in integral multiples of 1,000 Shares. In order to ensure a reasonable spread of Shareholders, we have the absolute discretion to prescribe a limit to the number of New Shares to be alloted to any single applicant and/or to allot New Shares above or under such prescribed limit as we shall deem fit. Offer Shares Pursuant to the terms and conditions contained in the Management and Underwriting Agreement entered into between us and DBS Bank as set out in the section entitled “General and Statutory Information” of this Prospectus, DBS Bank has agreed to underwrite the Offer Shares. DBS Bank is committed to take and to pay for all of the Offer Shares. The Offer is open to members of the public in Singapore. Placement Shares Pursuant to the terms and conditions contained in the Placement Agreement entered into between us and DBS Bank as set out in the section entitled “General and Statutory Information” of this Prospectus, DBS Bank agreed to subscribe and/or procure subscribers for the Placement Shares. Under the Placement, the Placement Agent intends to offer the Placement Shares to investors (including institutional and other investors). Subscribers of the Placement Shares (excluding Reserved Shares) may be required to pay brokerage of one per cent. of the aggregate Invitation Price for the number of Placement Shares subscribed as well as applicable stamp duties and goods and services tax to the Placement Agent. Reserved Shares 3,960,000 Placement Shares shall be reserved for our employees, business associates and others who have contributed to the success of our Group. These Reserved Shares are not subject to any moratorium and may be disposed of after the admission of our Company to the Official List of the SGX-ST. However, none of them will be offered more than five per cent. of the total Invitation size. The terms, conditions and procedures for application are described in Appendix G of this Prospectus. Clawback and Re-Allocation The New Shares may be reallocated between the Placement and the Offer at the discretion of the Manager. In the event of an under-subscription for the Reserved Shares as at the close of the Application List, the number of Reserved Shares under-subscribed shall be made available to satisfy applications for Placement Shares by way of Placement Application Forms or in any other form of application as may be deemed appropriate by the Manager to the extent that there is an over-subscription for such Placement Shares as at the close of the Application List, or to satisfy excess applications for Offer Shares to the extent that there is an over-subscription for Offer Shares as at the close of the Application List. PLAN OF DISTRIBUTION 27 In the event of an under-subscription for the Internet Placement Shares to be applied for through the Internet website of DBS Vickers Securities Online (Singapore) Pte Ltd as at the close of the Application List, that number of Internet Placement Shares not subscribed for shall be made available to satisfy applications for the Placement Shares by way of Placement Shares Application Forms (or such other forms of application as the Manager may, in consultation with the Company, deem appropriate) to the extent that there is an over-subscription for such Placement Shares (not including the Internet Placement Shares) as at the close of the Application List or to satisfy excess applications for the Offer Shares to the extent that there is an over-subscription for the Offer Shares as at the close of the Application List. Over-allotment and Stabilisation In connection with the Invitation, and in consideration of the parties’ mutual obligations under the Management and Underwriting Agreement, we have granted the Manager an Over-allotment Option to subscribe for up to 9,810,000 Additional Shares, representing approximately 15 per cent. of the New Shares, at the Invitation Price exercisable during the period commencing on the Commencement Date and expiring on the date falling 30 days after the Commencement Date. The Manager may subscribe for the Additional Shares solely for the purpose of covering over-allotments (if any) made in connection with the Invitation. In addition, Mr. Motokuni Yamashiro has entered into the Share Lending Agreement with the Manager to loan up to 9,810,000 Shares to the Manager for the purpose of facilitating settlement of the over-allotment of Shares (if any) in connection with the Invitation. As disclosed in the sub-section entitled “Moratorium” of the section entitled “Principal Shareholders” of this Prospectus, Mr. Yamashiro’s entire post-Invitation shareholdings of 31,250,000 Shares will be subject to a moratorium, save for up to 9,810,000 Shares that may be lent to DBS Bank pursuant to the over- allotment and price stabilisation activities effected in connection with the Invitation. At the conclusion of the price stabilisation activities, all Shares lent by DBS Bank are required to be returned to Mr. Motokuni Yamashiro and will thereafter be subject to the moratorium undertaking. In connection with the Invitation, the Manager may, at its discretion but subject always to applicable laws and regulations in Singapore, over-allot or effect transactions which stabilise or maintain the market price of the Shares at levels which might not otherwise prevail in the open market. Such transactions may be effected on the SGX-ST and in all jurisdictions where it is permissible to do so, in each case, in compliance with all applicable laws and regulatory requirements. Such stabilisation activities, if commenced, may be discontinued by the Manager at any time at the Manager’s discretion. Each of Founders Corporation, Exeno Yamamizu, Mitsui & Co., Ltd and Yamasa Co., Ltd has given an undertaking in favour of our Company to subscribe for an aggregate of 15,000,000 Placement Shares. Founders Corporation is beneficially owned as to 64% and 36% by Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto, our Executive Directors, respectively. Save as disclosed above, none of our Directors or Substantial Shareholders intend to subscribe for any New Shares in the Invitation. Save as disclosed above, and to the best of our knowledge and belief, we are not aware of any person who intends to subscribe for more than five per cent. of the New Shares. However, further to a book- building process to access market demand for our Shares, there may be persons who may be allocated Shares amounting to more than five per cent. of the New Shares. No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the date of this Prospectus. PLAN OF DISTRIBUTION 28 OVERVIEW Introduction Uni-Asia is an Asia-based structured finance arrangement and Alternative Assets direct investment firm. Our principal activities are in: (1) structured finance – the finance arrangement of transport related assets (such as ships and aircraft), and the provision of ship charter arrangement and agency services; and (2) Alternative Assets investment/management – direct investments in and/or the arrangement and administration of Alternative Assets investments such as ships, distressed assets and real estate. As at the Latest Practicable Date, our Group has 32 staff in three offices in Tokyo, Hong Kong and Singapore. Uni-Asia was established in Hong Kong in 1997 by founders Motokuni Yamashiro, Kazuhiko Yoshida, Michio Tanamoto and Takanobu Himori who were Japanese bankers. Each of the founders has over 25 years experience in the banking industry working in corporate loan syndication and structured finance arrangement. Mr. Himori left our Company in March 2004. The other founders continue to lead the business and as at the Latest Practicable Date, they own, directly and indirectly, a significant aggregate equity interest in Uni-Asia of approximately 23.9%. Activities Uni-Asia was founded to arrange structured finance transactions for companies mainly in the shipping and, to some extent, aviation industries. Our initial focus was on finance arrangement for companies in the transport sector. Our business expanded to include investment in Alternative Assets such as NPLs distressed debt, shipping assets and real estate assets in May 1998. (1) Structured Finance Our structured finance department provides an integrated service to our clients by offering financing solutions together with charter arrangement services tailor-made to our clients’ needs. The solutions do not normally involve the use of our balance sheet capital to make loans. We typically act only as the arranger and agent for the structured financing provided by third party financial institutions. We arrange financing for asset acquisitions by our clients and also offer tax-enhanced structured services and products, including mortgage financing, tax-oriented leases such as UK tax leases and Japanese operating leases, as well as ECA backed credit, ship charter arrangement, and balance sheet management. We receive an arrangement fee on each completed transaction. We have been active in the arrangement of structured finance since our founding in 1997. In this time, we have built up a portfolio of clients and have identified potential clients to whom we market to directly or on an opportunistic basis. We have also developed relationships with the key banks which provide syndicated loan financing. Our clients include established international shipping and aviation companies from Taiwan, Greece, Indonesia, Japan, Hong Kong, Korea, the UK and Italy. Some key products and services which we offer our clients include mortgage financing, tax-oriented leases, ECA backed credit, ship charter arrangement and balance sheet management. We acted as arranger for structured financing in the form of loans and leases in the aggregate amount of approximately US$561.6 million, US987.5millionandUS987.5 million and US637.7 million in FY2004, FY2005 and FY2006 respectively. Selected key transactions completed include:  UK Tax Lease for Hatsu Marine  Arrangement of a Japanese Operating Lease  Ship Charter Arrangement for Niki Shipping Company Inc  Mortgage Financing for CIDO Holding Co., Ltd.  JBIC Financing PROSPECTUS SUMMARY 29 (2) Alternative Assets Investment Our Alternative Assets Investments division leverages on our specialist skills in structured finance arrangement and credit analysis to invest in, either as the principal investor or in partnership with other investors, three key Alternative Asset classes: (i) ship investment (such as bulk carriers, product tankers and container vessels); (ii) distressed assets investment (including NPLs and other distressed assets in Asia (excluding Japan)); and (iii) property investment (including hotel and property investment in Japan and commercial property investment in the PRC). We invest in the following three key alternative asset classes: (i) Ship Investment As a progression from our structured finance business as an arranger of financing for transport related assets, we branched out into direct investments in ships through equity investment in the ship owning companies and also through subscription of Performance Notes issued by special investment fund vehicles established by us. Our asset finance department aims to invest in ships for commercial use that will produce attractive investment returns because of factors such as high expected demand for, or anticipated shortfall in, the supply of such ships. Selected key transactions completed include:  Mortgage financing and equity syndication for Searex  Multiple roles as investor, administrator and fiscal agent of Searex  Multiple roles as administrator, registrar, fiscal agent and project manager to the Akebono Fund (ii) Distressed Assets Investment We started to invest directly in distressed assets in 1998 to capitalise on opportunities for us to use our own capital to purchase NPLs and other distressed assets in Asia (excluding Japan) including the PRC, Hong Kong, Thailand, Malaysia, Indonesia, the Philippines and Korea. We usually invest in NPLs through special investment fund vehicles established by us and which issue Performance Notes to Uni-Asia itself and selected institutional co-investors to raise funding for distressed assets investments. Our NPL investment strategy is to leverage on our network of industry contacts to find opportunities that satisfy our criteria of high cashflow generation and a significant asset base on which we can get security. Opportunities are sourced through a network of industry contacts which include financial institutions, such as banks, and accounting firms active in NPL transactions. We aim to recover the NPLs and exit the investments to realise a return through various debt recovery policies. Debt collection and monitoring of individual NPL transactions are applied either through an agent bank, receiver or liquidator, or led by us if the asset is located in the PRC, Taiwan or Hong Kong. We focus on the recovery of the debt repayments under the NPLs. We do not actively engage in the secondary trading of NPLs with the specific purpose of on-selling to another purchaser of NPLs. A strong performance track record has been steadily built up since 1998 to 2004. We, as sole principal, made six investments that included 24 NPL accounts with a value of approximately US$30.5 million and realised a return of over eight times within the period of approximately six years. AAA Series II Fund has made 19 NPL investments representing 58 NPL accounts since July 2003 to the Latest Practicable Date. The two-year investment period ended in July 2005 and the recovery period will end in July 2008. PROSPECTUS SUMMARY 30 We also act as the administrator of the distressed assets investment funds providing administration services such as monitoring, book-keeping and reporting services. We earn an administration fee on the drawdown of funds (for investment into NPLs) and an incentive fee for investment out-performance against a target hurdle rate. We also earn an agency fee for services to be provided in our capacity as the registrar and the fiscal agent of the funds. (iii) Property Investment Property Investment and Management – Japan We invest into real estate in Japan through Capital Advisers. Capital Advisers focuses on investment in and management of residential and hotel related real estate assets in Japan. It seeks investments across a range of locations with a focus on balanced risk and return. Capital Advisers was established in 1998 as our wholly-owned subsidiary. In May 2003, Capital Advisers raised Yen 985 million (or approximately US$8.2 million) in shareholders’ equity capital from a number of independent third party investors as part of its strategic expansion. Our shareholding interest in Capital Advisers was diluted to 44.8% and as a result, Capital Advisers became our associated company. Capital Advisers, by itself or in cooperation with its business partners, looks for the appropriate property projects to invest in. At the initial stage of an investment, it arranges the investment structure, establishes a SPC which owns the property in the form of a trust, arranges equity contribution to the SPC, arranges non-recourse loan, from financial institutions on behalf of the SPC. Capital Advisers itself may invest in the SPC as a minority investor. Capital Advisers also acts as the asset manager of the assets owned by the SPC and manages the SPC’s assets including the invested property on behalf of the SPC, eventually on behalf of the investors. At the end of the investment period or sometimes during the investment period, in order to maximise investors’ return, Capital Advisers also engages in a selling procedure as the asset manager. Capital Advisers manages over Yen 58.5 billion (or approximately US491.9million)inassetswhichincludesacontributionofapproximatelyYen2.0billion(orapproximatelyUS491.9 million) in assets which includes a contribution of approximately Yen 2.0 billion (or approximately US16.8 million) of its own capital as at the end of 2006.  Property Investment – Japan In 2000, we, through our then wholly-owned subsidiary Capital Advisers, established an investment partnership with Grosvenor Asia to invest in residential properties in Tokyo. The investment partnership was followed by the establishment of the GCAP Fund in 2004. The GCAP Fund is jointly managed by Grosvenor Asia and Capital Advisers through Grosvenor Capital Advisers Fund Management Co., Ltd. and is anticipated to grow to more than Yen 20 billion (or approximately US194.4million)whenfullyinvestedbasedonitshistoricalborrowingcapabilityandcommittedequityfundsofYen6.3billion(orapproximatelyUS194.4 million) when fully invested based on its historical borrowing capability and committed equity funds of Yen 6.3 billion (or approximately US61.2 million). The equity size of each investment fund ranged from US1.4milliontoUS1.4 million to US38.5 million. The equity investors to the funds are financial institutions, real estate companies and corporations mainly based in Japan and Southeast Asia. Capital Advisers itself invested Yen 2.0 billion (or approximately US$16.8 million) as a minority equity investor as at 31 December 2006.  Hotel Properties Investment – Japan In 2001, Capital Advisers directed its attention to the asset investment/management business in the hotel property sector. In the hotel property sector, Capital Advisers focuses mainly on investment in limited-service hotels. Capital Advisers typically enters into hotel properties investments as both the asset manager and a minority investor although there was one exception in which Capital Advisers had become the majority investor as a result of an additional equity injection. The number of hotels in which Capital Advisers has been engaged in as asset manager and invested in as minority investor totalled 11 by the end of 2006. Capital Advisers, as the asset manager in hotel property investments, employs a team which is experienced in the hotel sector and not only manages the hotel assets but also monitors the hotel operation itself. The total asset of the hotel investments was over Yen 16.9 billion (or approximately US$142.5 million) as at 31 PROSPECTUS SUMMARY 31 December 2006. The total equity invested was about Yen 5.4 billion (or approximately US$45.5 million), of which Capital Advisers had an interest of between 5.0% and 51.9%. In relation to the hotel property investment, in 2004, Capital Advisers invested in another asset management company which manages a Japanese real estate investment trust (J-REIT) specializing in hotel properties. As at the Latest Practicable Date, Capital Advisers has a 5% shareholding interest in this asset management company. The J-REIT was listed in Japan on 14 June 2006. In view of Capital Advisers’ growth and expansion strategy, they may from time to time consider various fund raising options, such as new equity injection. In the event of a new equity injection, our interest in Capital Advisers may be diluted.  Residential Investment – Japan Since February 2004, Capital Advisers has also been engaged in the investment in and asset management of residential properties, with a focus on small-sized studio apartment buildings. The number of these types of buildings managed and/or invested in by Capital Advisers reached 10 in 2004, 31 in 2005 and 50 in 2006. Between 2004 and 2006, the equity interests held by Capital Advisers in its residential property investments were between 5.8% to 10% in equity and such equity interests were redeemed through the sales of the relevant properties. Capital Advisers earns an arrangement, asset management and administration fee for its services as the asset manager of the property investment portfolio. It also participates in the return to investors in the portfolio through its position as a minority equity investor in the property investment funds. Principal Investments in Properties – PRC In January 2007, we established a wholly-owned property investment company, Uni-Asia Guangzhou, in Guangzhou, Guangdong Province, the PRC, with a paid-in capital of US$3.0 million. Our Group will continue to explore property investment opportunities in the PRC under new property guidelines introduced by the PRC government in July 2006, and property investment opportunities in Southeast Asia. At the end of June 2007, Uni-Asia Guangzhou completed the acquisition of 14 office units with gross floor area of 1,304 sq m of the China Shine Plaza, a commercial development in the Tianhe commercial district in Guangzhou. We intend to lease the office units to third parties. Please refer to the section entitled “General Information on our Group” in this Prospectus for more details. COMPETITIVE STRENGTHS We believe that our key competitive strengths are as follows: Experienced Executive Directors and Management Team Our Executive Directors and management team comprise experienced professionals in the structured finance industry and alternative asset investments. Our co-founders and Executive Directors, Messrs Motokuni Yamashiro, Kazuhiko Yoshida and Michio Tanamoto co-founded Uni-Asia in 1997. A summary of their work experience may be found in the section entitled “Directors, Management and Staff” in this Prospectus. We believe that we have a clear understanding of our industry requirement and possess a client-driven focus and an established investment strategy. Our staff is committed to provide value-added and innovative services to our clients. Our Executive Directors, Executive Officers and employees of our Company collectively own approximately 19.7% of our post-Invitation issued share capital. We believe that this has helped align their interests with those of our Company and foster a sense of commitment. In addition, we have in place an employee share option scheme to motivate and foster a stronger sense of ownership amongst our staff. Please refer to the section entitled “Uni-Asia Share Option Scheme” in this Prospectus for further details of our Scheme. PROSPECTUS SUMMARY 32 We have a successful track record of integrated capabilities in our specialist fields We have a strong background and experience in finance arrangement and investment in Alternative Assets. Based on our track record, we have been able to successfully identify opportunities, formulate structures and execute them effectively. By leveraging on this strength, we focus on activities where our experience and established relationships provide a competitive advantage. Further details of selected key transactions may be found in the section entitled “General Information on our Group – Business Overview” in this Prospectus. As transport-related finance arrangement and Alternative Asset investments are specialised fields, we believe that we are able to achieve the following competitive advantages:  Comprehensive range of value-added and innovative structures  Scalable execution capabilities  Effective internal processes and practices We are able to leverage on our relationships with our well-established network We have a well-established and strong network of contacts. The engagement of clients and provision of services are carried out with the objective of creating and maintaining long-term relationships. In addition to our client relationships, we have also been able to build other long-term business relationships through our investments, partners, corporate shareholders and brokers. We have been able, and will continue, to leverage on these relationships and network to support us in identifying new business opportunities and in assisting us to formulate new and innovative structures to address the requirements of our business associates. This has resulted in us obtaining repeat businesses from our existing clients as well as new referrals from our existing network. The strengths and geographical spread of these relationships enable us to provide cross-border services to our clients such as the recovery of PRC NPLs acquired from Japanese banks and ship finance in Asia financed by European financial institutions. Please refer to the section entitled “General Information on our Group – Competitive Strengths” in this Prospectus for more details. PROSPECTS Shipping Shipping is a global industry which is generally influenced by demand and supply dynamics such as the demand for movement of cargoes, the resultant tonne-mile demand of vessels as well as the supply of vessels tonnage capacity. Fuel cost, which typically makes up a significant portion of the operating cost of ships, is also a factor affecting the performance of the shipping industry. Shipping comprises different shipping sectors servicing different industries, governed under different regulations and each having its own supply and demand dynamics. The major types of ships include dry bulk ships, container vessels, product tankers and crude tankers. Dry bulk ships carry dry commodities such as ore, coal, grains, fertiliser, bauxite, soy beans, cement, potash and salt. Container vessels carry metal boxes containing cargoes such as cars and equipment. Product tankers carry mainly refined oil products such as gasoline and diesel, and other non-refrigerated cargoes such as edible oils and chemicals. Crude tankers carry crude oil and petroleum. The dry bulk shipping trade is usually dependent on the demand for and price of commodities. Steel production is a key driver of the dry bulk shipping trade through seaborne demand for coking coal and iron ore. The container shipping trade is usually dependent on the global economic growth, trade growth, industrial production and consumer consumption. The product and oil tanker industry is usually dependent on global industrial production, refinery throughput, utilisation rate in refineries, global crude oil inventory levels and the weather season. PROSPECTUS SUMMARY 33 We believe that the demand for maritime vessels will be driven largely by the continued growth in the world economy and seaborne trade. Such demand will provide us with opportunities to leverage on our track record and experience in structured finance and ship charter arrangements to establish new client relationships and to offer our existing clients innovative and customised structured finance solutions as well as ship charter arrangement services. Structured finance focusing on the shipping industry is dominated mainly by financial institutions. We believe that we are able to compete effectively with them by leveraging on our track record, our wide network and our strong relationships with our business partners and customers, which include established shipping banks and shipowners. Whilst the shipping industry may be cyclical, we believe that our structured finance operations are not significantly subject to such cycles as we believe that there continues to be opportunities for us to provide structured financing solutions as ship renewal is an ongoing process. In a shipping down-cycle, we generally observe the trend of older ships being scrapped and new ones being built given the lower cost of new builds. In the shipping up-cycle, we generally observe that there will be an increase in demand for ships as ship owners seek to increase their fleet to capitalise on the favourable freight rates. We believe that there continues to be opportunities for us to provide structured finance solutions and ancillary ship brokerage services at different stages of the shipping cycle. We further believe that the shipyards’ order books in the coming years will continue to be sustained and thus present opportunities for us to provide more structured finance solutions to shipowners and operators. Alternative Assets Investment The Alternative Assets investment class includes investments in ships, distressed assets and real estate. Distressed assets typically include debt obligations such as junk bonds, corporate bonds, commercial and industrial loans, credit card receivables and auto loans. Investors in distressed assets purchase debt obligations of companies that are financially troubled and are struggling or are unable to service their debt obligations and they earn a return through recovery of distressed debt, through appreciation in the value of the distressed debt investment, or through leveraged buyouts. Our investments in ships are usually made through equity interests in ship owning companies or through Performance Notes held in ship investment funds. Our direct and indirect investments in the different types of ships are made after careful consideration and due diligence and based on our Directors’ outlook of the various shipping sectors. We believe that we can leverage on our expertise knowledge in the shipping sector to tap on the opportunities to source for new ship investments and/or to buy or sell maritime vessels. Our investments in distressed assets are mainly made through NPLs and we are also seeking opportunities in the distressed real estate market in Asia (excluding Japan). Such opportunities will be dependent on factors such as the respective countries’ macroeconomic environment and policies, performance in key industry sectors, access to capital and liquidity, competition and prevailing market conditions. We believe that we will be able to leverage on our well-established network and familiarity with the distressed asset markets in the region to identify and invest in suitable distressed assets. The performance of Alternative Assets investments are dependent on the unique characteristics of each type of alternative asset and the country of origin of these assets. These investments are therefore relatively opportunistic in nature. We believe that such non-mainstream opportunities are available in Asia and we intend to seek new ship investments, real estate investments and distressed asset investments in Asia. We also believe that our experience in Alternative Assets investments, our capabilities in deal- making, due diligence, valuation, structuring and financing, together with our well-established network of contacts in Asia will enable us to effectively identify and evaluate opportunities for cross-border investments in these assets. Please refer to the section entitled “General Information on our Group – Prospects” in this Prospectus for more details. PROSPECTUS SUMMARY 34 BUSINESS STRATEGY AND FUTURE PLANS We aim to be a leading Asia-based structured finance arrangement and Alternative Assets direct investment firm. Our primary business strategy is to build on our existing strengths in structured finance and Alternative Assets investments, to provide one-stop and innovative financing solutions to our clients as well as to explore and develop Alternative Assets investment opportunities by leveraging on our expertise and relationships. We intend to continue to look for new market opportunities by leveraging on our core capabilities within our specialist fields. Globalisation and economic growth also offer us opportunities in terms of cross- border financing and investments and allow us to build a wider presence and network within the region. The principal elements of our strategy for growth and expansion of our business include:  Continue to focus and leverage on our integrated capabilities and well-established relationships  Structured finance: Expand and diversify our client portfolio and broaden our geographic coverage within Asia  Alternative Assets investment: Expand and diversify our investment portfolio and broaden our geographic coverage within Asia  New ship investment funds Please refer to the section entitled “General Information on our Group – Business Strategy and Future Plans” in this Prospectus for more details. PROSPECTUS SUMMARY 35 CONSOLIDATED RESULTS OF OUR GROUP You should read the following consolidated financial results of our Group in conjunction with the Reports on the Consolidated Financial Statements for the years ended 31 December 2004, 2005 and 2006 set out in Appendices A, B and C of this Prospectus respectively and the related notes thereto. Restated(1) Audited Audited US$’000 FY2004 FY2005 FY2006 Fee income(2) 5,599 12,234 9,922 Investment returns 6,682 5,011 7,983 Income from defaulted loans 1,862 – – Interest income 339 936 1,543 Other income 317 86 22 Total income 14,799 18,267 19,470 Employee benefits expense (5,087) (5,481) (6,084) Depreciation expense (77) (106) (278) Other expenses (1,821) (3,316) (3,107) Reversal of impairment loss on loans receivable 250 – – Gain/(loss) on disposal of fixed assets – 2 (16) (6,735) (8,901) (9,485) Operating profit 8,064 9,366 9,985 Finance costs – interest expense (46) (42) (83) Share of profit of Associates after tax 96 594 1,929 Profit before income tax 8,114 9,918 11,831 Income tax expense (179) (479) (398) Profit for the year 7,935 9,439 11,433 (3) EPS(4) (pre-Invitation) US$0.045 US0.054US0.054 US0.065 (3) EPS(5) (post-Invitation) US0.033US0.033 US0.039 US$0.048 (3) Notes: (1) Please refer to the discussion on “Reconciliation of our Consolidated Results of Operations as set out in this Prospectus to our Audited Consolidated Financial Statement” on page 61 of this Prospectus for the reconciliation of the restated figures to the audited financial statements for the respective financial year. (2) Our fee income includes income generated from related party transactions as discussed in Note 29 to the consolidated financial statements of our Company for FY2006. (3) Our profit for the year and the EPS for FY2006 would not be materially affected had the Service Agreements as described in the section entitled “Directors, Management and Staff – Service Agreements” been in place at the beginning of FY2006. (4) For comparative purposes, the EPS (pre-Invitation) is computed by dividing the profit for the year by our pre-Invitation share capital of 175,000,000 Shares. (5) For comparative purposes, the EPS (post-Invitation) is computed by dividing the profit for the year by our post-Invitation share capital of 240,400,000 Shares. OUR CONTACT DETAILS The address of our principal place of business is Suite A, 26th Floor Tower I Admiralty Centre, 18 Harcourt Road, Hong Kong. Our telephone number is +852 2528 5016. Our facsimile number is +852 2528 5020. PROSPECTUS SUMMARY 36 Issue Size : 65,400,000 New Shares (excluding the Additional Shares that may be issued under the Over-allotment Option) comprising 3,300,000 Offer Shares and 62,100,000 Placement Shares. The New Shares, upon issue and allotment, will rank pari passu in all respects with the existing issued Shares. Invitation Price : S$0.55 for each New Share. The Offer : The Offer comprises an offering of 3,300,000 Offer Shares at S0.55eachtomembersofthepublicinSingapore,subjecttoandonthetermsandconditionsofthisProspectus.ThePlacement:ThePlacementcomprisesaplacementof62,100,000PlacementSharesincluding500,000InternetPlacementSharesatS0.55 each to members of the public in Singapore, subject to and on the terms and conditions of this Prospectus. The Placement : The Placement comprises a placement of 62,100,000 Placement Shares including 500,000 Internet Placement Shares at S0.55 each and 3,960,000 Reserved Shares at S0.55each,subjecttoandonthetermsandconditionsofthisProspectus.ReservedShares:3,960,000PlacementShareswillbereservedforouremployees,businessassociatesandotherswhohavecontributedtothesuccessofourGroup.PurposeofourInvitation:OurDirectorsconsiderthatthelistingofourCompanyandthequotationofourSharesontheSGX−STwillenhanceourpublicimageinSingaporeandoverseasandenableustotapthecapitalmarketsfortheexpansionofouroperations.TheInvitationwillalsoprovidemembersofthepublic,ouremployeesandbusinessassociatesaswellasthosewhohavecontributedtooursuccesswithanopportunitytoparticipateintheequityofourCompany.Inaddition,theproceedsoftheInvitationwillprovideuswithadditionalcapitaltofinanceourbusinessexpansion.UseofProceeds:BasedontheInvitationPrice,weestimatethattheaggregatenetproceedsattributabletousfromtheissueoftheNewSharesintheInvitation(assumingtheOver−allotmentOptionisnotexercised)willbeapproximatelyS0.55 each, subject to and on the terms and conditions of this Prospectus. Reserved Shares : 3,960,000 Placement Shares will be reserved for our employees, business associates and others who have contributed to the success of our Group. Purpose of our Invitation : Our Directors consider that the listing of our Company and the quotation of our Shares on the SGX-ST will enhance our public image in Singapore and overseas and enable us to tap the capital markets for the expansion of our operations. The Invitation will also provide members of the public, our employees and business associates as well as those who have contributed to our success with an opportunity to participate in the equity of our Company. In addition, the proceeds of the Invitation will provide us with additional capital to finance our business expansion. Use of Proceeds : Based on the Invitation Price, we estimate that the aggregate net proceeds attributable to us from the issue of the New Shares in the Invitation (assuming the Over-allotment Option is not exercised) will be approximately S32.2 million, after deducting underwriting commissions and other estimated expenses in relation to the Invitation of approximately S3.8million.Weintendtousethenetproceedsreceivedbyusprimarilyforthefollowingpurposes:(i)approximatelyUS3.8 million. We intend to use the net proceeds received by us primarily for the following purposes: (i) approximately US12.2 million for investment in the Akebono Fund; (ii) approximately US2.6milliontofurtherfinanceourinvestmentinRichContainershipS.A.,whichwillacquireanewcontainervessel(4,300TEU)withdeliveryexpectedinSeptember2008;and(iii)approximatelyUS2.6 million to further finance our investment in Rich Containership S.A., which will acquire a new container vessel (4,300 TEU) with delivery expected in September 2008; and (iii) approximately US2.4 million for investment in another new container vessel (4,300 TEU) with delivery targeted for 2008. The remaining proceeds will be used for other ship investments, distressed asset investments and/or investment in real estate assets. THE INVITATION 37 Over-Allotment Option : In connection with the Invitation, and in consideration of the parties’ mutual obligations under the Management and Underwriting Agreement entered into between our Company and the Manager and Underwriter on 8 August 2007, we have granted the Manager an Over-allotment Option to subscribe for up to 9,810,000 Additional Shares, representing approximately 15 per cent. of the New Shares, at the Invitation Price exercisable during the period commencing on the Commencement Date and expiring on the date falling 30 days after the Commencement Date. The Manager may subscribe for the Additional Shares solely for the purpose of covering over-allotment of Shares (if any) made in connection with the Invitation. Listing status : Prior to the Invitation, there had been no public market for our Shares. Our Shares will be quoted in Singapore dollars on the Main Board of the SGX-ST, subject to admission of our Company to the SGX-ST 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. THE INVITATION 38 The exchange rate between SandUS and US as at the Latest Practicable Date is S1.54toUS1.54 to US1.00. The following table sets forth the high and low exchange rates between SandUS and US for each month in the past six months. The table indicates how many ScanbeboughtwithUS can be bought with US1.00. S/US / US Rate High Low December 2006 1.55 1.53 January 2007 1.55 1.53 February 2007 1.54 1.53 March 2007 1.53 1.52 April 2007 1.52 1.51 May 2007 1.53 1.51 June 2007 (to Latest Practicable Date) 1.54 1.53 Source: Bloomberg L.P . The following table sets forth, for each of the financial periods indicated, the average and closing exchange rates between the SandUS and US, calculated by using the average of the closing exchange rates on the last day of each month during each financial period. S/US / US Rate Average At Period End FY2004 1.69 1.63 FY2005 1.66 1.66 FY2006 1.59 1.54 Source: Bloomberg L.P . The above exchange rates have been calculated with reference to exchange rates quoted from Bloomberg L.P . and shall not be construed as representation that the SamountsactuallyrepresentsuchUS amounts actually represent such US amounts or could be converted into US$ at the rate indicated or any other rate. Bloomberg L.P . has not consented to the inclusion of the exchange rates quoted under this section and is thereby not liable for these statements under Sections 253 and 254 of the SFA. Our Company has included the above exchange rates in their proper form and context in this Prospectus and has not verified the accuracy of these statements. Please refer to the section entitled “General Information on our Group – Exchange Controls” in this Prospectus for a description of the exchange controls that exist in Japan, Hong Kong and the PRC. EXCHANGE RATES 39 Investors should consider carefully the following risk factors (which are not intended to be exhaustive) and all other information contained in this Prospectus, before deciding to invest in our Shares. You should also note that certain of the statements set forth below constitute “forward-looking statements” that involve risks and uncertainties. If any of the following risk factors and uncertainties develops into actual events, our business, financial condition or results of operations or cash flows may be adversely affected. In such circumstances, the trading price of our Shares could decline and investors may lose all or part of their investment. To the best of our Directors’ belief and knowledge, all the risk factors that are material to investors in making an informed judgement have been set out below. RISKS RELATING TO OUR GROUP We are dependent on the services of key management personnel. Our Directors believe that the reason for our continued success is, to a certain extent, attributable to the expertise and experience of our three Executive Directors, namely Mr. Motokuni Yamashiro, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto. Our management personnel make key decisions to maximise our revenue and earnings in a cyclical and highly volatile environment. Please refer to the section entitled “Directors, Management and Staff” in this Prospectus for more details. Our success will depend, in part, on our ability to hire and retain key members of our management team. If any of our Executive Directors ceases to be involved in our Group’s management in the future and we fail to find any suitable personnel to replace any one or all of them, our operations, profitability and prospects may be adversely affected. Our financial performance is unpredictable and dependent on prevailing market conditions. Our overall revenue and profits tend to be difficult to predict. Our financial performance is dependent on prevailing market conditions and we cannot predict with certainty our future revenue or profitability. The majority of our income is earned mainly from our transaction-based business which depends on gaining and executing finance arrangement mandates, or identifying and executing direct investments into Alternative Assets. We also have some recurrent income from management fees, administration fees and interest from Performance Notes from our direct investment business. Future revenue and profitability is dependent on our consistently gaining business from our customers for finance arrangement and making successful direct investments that would exceed our target investment hurdle rate. Our Directors believe that our direct investment business performance depends on our ability to (i) source for investment opportunities; (ii) negotiate investment terms that provide us with a positive investment return that satisfy our investment criteria and exit relatively illiquid investment assets to realise our target investment return rate; and (iii) continue to raise further funds from co-investors for new investments when necessary. As Alternative Assets are generally not traded over the counter or on any recognised stock exchanges, it may be difficult to sell or realise the value of these investments and recover the amounts we originally paid for them. We invest in three key Alternative Asset classes, namely (i) ship investment consisting primarily of bulk carriers, product tankers and container vessels mainly manufactured by Japanese shipyards; (ii) distressed assets (including NPLs and other distressed assets in Asia (excluding Japan)); and (iii) property investment (including hotel and property investment in Japan and commercial property development in the PRC). As Alternative Assets are not traded over the counter or in any recognised stock exchanges, their liquidity is subject to market conditions. Should market conditions deteriorate, it may be difficult to sell or realise the value of these investments and recover the amounts we originally paid for them. This could have a material adverse effect on our business, financial condition and results of operations. RISK FACTORS 40 We face the risk of not being able to earn the income we would have earned from our investment in the NPL if the debtor is not able to service the loan and interest and we may be unable to recover the original amount we had paid for the NPL. Our investments in NPLs are dependent on the underlying distressed debtor’s ability to service its debt and the anticipated cashflow return from recovering the NPL. There is a risk that the distressed debtor might not be able to service its loan and the interest payable on the loan. In such circumstances, we face the prospect of losing the income we could have earned from our investment in the NPL, had the debtor been able to service the loan and interest in excess of the original amount we paid for the NPL. This could have a material adverse effect on our business, financial condition and results of operations. Our Company does not currently participate directly in any NPLs. Our investments in NPLs are made through investments in distressed assets investment funds such as the AAA Series I and II Funds. In the event that a distressed debtor is unable to service its loans and interest to the relevant funds, the risk faced by our Company is that we may receive lower or no distributions in respect of our investments in such funds. We may be indirectly adversely affected by the risks involved in the business of our associated company, Capital Advisers, in Japan. Our associated company, Capital Advisers, is a company incorporated in Japan engaged in the investments in and management of real estate assets, including hotel and residential properties, in Japan. As at the Latest Practicable Date, Capital Advisers is engaged in investments in respect of 13 hotels, three of which are under construction. Apart from the fluctuations of market values of properties directly or indirectly invested in by Capital Advisers, its business involves several substantial risks, including the risks of insufficient funding for its projects, inability to comply with changing laws or regulations governing its securitisation business, and having only minority control in projects where it is not the majority investor. We can neither enumerate all such risks nor specify the probability of any loss due to such events. A significant portion of our revenue is derived from the Asia-Pacific region and adverse economic conditions in these markets would adversely affect our financial condition and operating results. For FY2006, a significant portion of our revenue was derived from the Asia-Pacific region. Economic development has a significant impact on the activities of industries in which most of our customers operate. Economic conditions in the Asia-Pacific region can be unstable, and other factors such as war, acts of terrorism, political instability or disease may harm or halt economic growth in the region. For example, the Asian financial crisis of 2001 created a significant downturn in economic growth which affected the entire region. Similarly, the outbreak of severe acute respiratory syndrome that affected Hong Kong, the PRC, Singapore, Taiwan and Vietnam, amongst others, severely impacted the economies of the affected areas. If a similar wide-ranging health scare, such as a spread of avian influenza or “bird-flu” or another financial crisis or a large-scale act of terrorism, or any other adverse social or political incident should occur, the economic conditions in the affected markets would likely be severely harmed. Any deterioration in economic condition in these regions may result in a decline in demand for financing arrangements or cause companies to halt their expansion plans. In such cases, our business, financial condition and operating results would be materially and adversely affected. An adverse judgment or settlement in respect of any claim against us could have a material adverse effect on our financial condition or results of operations. Our business involves arranging financing transactions for third parties. Although the contracts we enter into may contain disclaimer provisions against certain potential liabilities, we may still be subject to claims by clients and could be held liable for our clients’ role in certain circumstances such as disagreement over the performance of a contract. If this happens, we could be required to pay substantial damages to the successful claimants. This could have a material adverse effect on our financial condition or results of operations. RISK FACTORS 41 Our business is heavily dependent on our reputation and any adverse publicity could have an adverse effect on our business and financial performance. Our business relies to a large extent on relationships and a reputation for delivering quality service to gain new clients and maintain existing ones. Should we provide a level of service that a client is not satisfied with or becomes involved with any disputes in respect of a transaction involving us, then we may suffer damage to our reputation and receive adverse publicity, either of which or together could have an adverse effect on our business and financial performance. We may not be able to obtain the financing required to fund our transactions. In order to finance transactions in which we are involved as either principal investor or finance arranger, our Group raises financing from various financial institutions with which we have enjoyed positive relationships. Should such financing not be available in future, our business and financial performance could be adversely affected. Our ship investment funds/companies may not be able to purchase or acquire new vessels meeting our requirements at prices or delivery times acceptable to us. The ship investment funds/companies that we establish and/or invest in may be required to make down payments and progress payments during the construction of new vessels, but do not derive any revenue from these vessels until after their delivery. There can be no assurance that such new vessels will be completed on schedule or at all. While the ship investment funds/companies may receive penalty payments from the shipbuilder, experience delays in the delivery of, or failure to deliver, one or more of the new vessels could have an adverse effect on the business, financial condition and results of operations of the ship investment funds/companies and, in turn, the return on the ship investment funds/companies that we invest in. We may be subject to other third-party obligations and contingent liabilities which may affect our financial performance. We commonly invest alongside third parties in our direct investment transactions. Our Directors believe that the inability of co-investors to fulfil their obligations may result in us being required to contribute additional capital that we did not initially intend to contribute or not completing transactions that we otherwise might have. It is possible that if the co-investors fail to raise enough funds, we may have to contribute more capital to achieve our target level of fund raising, and as a result, adversely affect our cash flow. We depend on our ability to raise third party funds from time to time to finance direct investment opportunities. There can be no assurance that we will be able to obtain such funds on acceptable terms, or at all. In addition, we have provided a guarantee in favour of Xing Long Maritime S.A. (“Xing Long”) to guarantee the performance by Panmax Tanker S.A. (“Panmax”) of its obligations under a contract between Xing Long and Panmax for the construction and sale of a 50,000 DWT product tanker (the “Tanker”) for approximately Yen 4.69 billion (or approximately US$39.5 million) (the “Shipsales Contract”). Panmax is an SPC established for the purposes of acquiring the Tanker and has been acquired by the Akebono Fund on 19 June 2007. For further details, please refer to the section entitled “Business Overview – Alternative Assets Investment – Ship investment” in this Prospectus. As such, we may be subject to claims by Xing Long in respect of their losses arising from any default by Panmax of its obligations under the Shipsales Contract. In the event of such claims being made, our financial performance may be adversely affected. In the event of a default by Panmax of its payment obligations under the Shipsales Contract, our Company may enforce a share charge provided by Infinite Asset and acquire Panmax in accordance with the terms thereof. Depending on market conditions, our Company may either sell the shipbuilding contract or continue the shipbuilding contract and take delivery of the vessel. If we take delivery of the vessel, we would then have the option to charter it out to third party or sell it in the open market. If our Company is unable to sell the shipbuilding contract or the vessel (after it has taken delivery of the vessel) at favourable prices, our financial performance may be significantly affected. RISK FACTORS 42 We are exposed to foreign currency and interest rate fluctuations. We are exposed to adverse fluctuations in foreign currency exchange rates and foreign exchange risks. The invoicing currency of our income is mainly US.OuroperatingexpensesaremainlydenominatedinHK. Our operating expenses are mainly denominated in HK, US,YenandS, Yen and S, which are the local currencies of the countries in which we currently operate. Our foreign exchange risk arises mainly from a mismatch between our income and expenses. To the extent that our income and expenses are not naturally matched in the same currency and to the extent that there are timing differences in the collections and payments, we may be susceptible to foreign exchange exposure. Any significant fluctuation in the foreign exchange rates of the principal invoicing currency of our income against the principal currencies for our operating costs could result in us incurring net foreign exchange losses and will have an adverse impact on our financial results. We may enter into hedging arrangements to manage our foreign exchange risks. For further details, please refer to the section entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations – Foreign Exchange Exposure”. However, there is no assurance that such efforts and our use of hedging arrangements will successfully hedge against all foreign currency fluctuations. Our consolidated financial statements are presented in US.ForeigncurrencytransactionsaretranslatedinUS. Foreign currency transactions are translated in US. Such translation can result in foreign currency translation losses which may adversely affect our financial position. The Hong Kong dollar has been pegged to the US dollar at the rate of HK7.80toUS7.80 to US1.00 since 17 October 1983. In the event that this pegged exchange rate were to be changed or there were to be a revaluation of the Hong Kong dollar, it could adversely affect our financial results. The investment in ships is a leveraged investment, therefore, significant rises in the borrowing rate can adversely affect cash flow and profitability of each ship investment project as charter hire is normally fixed for the period of charter. Changes in the accounting, legal and tax regimes could limit the functionality of the financing structures that we have developed and lessen demand from our clients. We operate in and across a variety of accounting, legal and tax regimes. Change in these regimes, whilst providing opportunities, could also limit the functionality of the financing structures that we have developed for our clients, a large number of which are based on optimising tax efficiency, which could adversely affect our finance arrangement business. Changes may reduce the efficiency of structures and hence lessen demand from our clients for these products. We are subject to claims arising from disputes over the interpretation or enforceability of our documentation. We enter into a number of highly structured transactions that require detailed documentation. As a result, the risk of dispute over interpretation or enforceability of the documentation, or errors in the preparation of the documentation may be higher than for other investments. As a result, we may be subject to claims arising from such disputes by our clients or other counterparts. If these claims are successful, we may be required to compensate the claimant and our financial condition and results of operations may be adversely affected. We may not be able to manage our expansion activities effectively. With respect to our Company’s expansion into new geographic regions, our current approach is to consider only new geographic and industry sectors that have synergistic potential with our existing business. Expansion of our operations, including potential expansion into new geographic markets and products, although undertaken within a strategy of keeping risks low and seeking synergistic benefits, may result in loss of initial investment costs such as initial capital outlay if not managed effectively. If we are unable to manage our expansion activities effectively, our financial condition and results of operations may be adversely affected. RISK FACTORS 43 We may be affected by terrorist attacks and other acts of violence or war. Terrorist attacks such as those that occurred in the USA on 11 September 2001, and armed conflict such as the war in Iraq, may negatively affect our business. Political and economic instability in some regions of the world may also result from such terrorist attacks and armed conflicts and could negatively impact our financial condition. We are unable to predict the consequences of any of these terrorist attacks or armed conflicts and we are unable to foresee events that could have a material adverse impact on our business. In the event of such attacks or conflicts, our business, financial condition and results of operations may be adversely affected. RISKS RELATING TO THE INDUSTRIES WHICH WE OPERATE IN The financial services industry is highly competitive and we may not be able to keep up with the competition. The financial services industry is highly competitive and it is expected to remain so. We compete on the basis of a number of factors including customer relationships, quality of service, innovation, responsiveness to customer needs, flexibility, reputation and price. Many competitors have greater financial and marketing resources and larger customer bases than us. An increase in competition and our failure to keep up with the intense competition may have a material and adverse effect on our financial condition and results of operations. The financial services industry is highly regulated and our business operations may be affected by future changes in applicable laws and regulations. As the financial services industry is a highly regulated industry, many aspects of our business, such as the financing structures adopted, are subject to approvals and exemptions by the relevant authorities. Changes in such laws and regulations or their interpretation or enforcement may result in us being required to obtain or not getting the requisite approvals or exemptions required for our business operations and a consequent increase in our costs of compliance. There can be no assurance that changes in such laws and regulations or in their interpretation or enforcement, will not have a material adverse impact on our business, financial condition and results of operations. In addition, there can also be no assurance that all regulatory bodies or authorities will take the same view as us with regard to the interpretation or application of such laws and regulations. We are subject to the cyclical upturns and downturns in the shipping industry. We believe that the shipping industry (in particular, the dry bulk, product tanker and container segments) may undergo a cyclical downturn in business cycle. Factors which may have an adverse effect on the shipping industry business cycle include a deterioration in the condition of the global economy, a reduction in the volume of international trade and excess supply of or insufficient demand for maritime vessels. While a cyclical downturn would directly affect our Company’s direct ship investment through lower charter income, cyclical upturns may also affect our Company by slowing down our ship acquiring activities due to high vessel prices. Our financial performance is dependent on the cyclical upturns and downturns in the shipping industry, and there may be material and adverse impact on our business, financial condition and results of operations. The shipping industry is highly competitive, which may result in volatile charter rates and which may have a material adverse effect on our operating results. The shipping industry is highly fragmented with many owners of vessels and is characterised by intense competition. The industry is affected by developments in the major world economies that influence trade patterns and is fragmented among many global, regional and local carriers. Many of the factors influencing the supply of and demand for shipping capacity are outside our control and the nature, timing and degree of changes in industry conditions are unpredictable. Charter rates are based in part on supply and demand of vessels and are extremely competitive. Over the last decade, charter rates have been volatile. Our operating results are dependent on, amongst other things, performance of our direct ship investments, which are, in turn, dependent on the prevailing charter rates in a given time period. Fluctuations in charter rates may also have an impact on our Company’s investments in ship investment funds, particularly where the underlying vessels are chartered on a short-term basis. In such cases, the distributions of interest under the Performance Notes held by us in respect of our investments in such RISK FACTORS 44 ship investment funds may be lower in the event of lower prevailing charter rates of the vessels under management by the relevant ship investment funds. This is because such distributions of interest are generally derived from the charter income of the ship investment funds, less the operating and other expenses (such as interest expenses) incurred in relation to the relevant vessels. There can be no assurance that charter rates will be stable or increase over time. In the event that the shipping industry experiences a downturn, the performance of our direct ship investments as well as investments in ship investment funds and, in turn, our operating results and overall performance, may be materially and adversely affected. Our insurance policies may not provide us with adequate coverage against all risks. Standard Protection & Indemnity insurance has been arranged for vessels owned by the ship investment funds/companies that we invest in. However there can be no assurance that all risks are adequately insured against, that any particular claim will be paid or that adequate insurance coverage can be obtained at commercially reasonable rates in the future. The shipping industry is highly regulated and we, or the ship investment funds that we invest in, may incur additional costs in meeting new regulations or limit our ability to do business. The shipping industry is highly regulated, and operations of shipowners, including the ship investment funds which we invest in, are affected by extensive and changing environmental protection laws and other regulations in the form of numerous international conventions, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate, as well as in the country or countries in which such vessels are registered. Compliance with such laws and regulations may entail significant expenses for shipowners, including the funds/companies which we invest in, including expenses for ship modifications and changes in operating procedures. In the event that such additional costs are incurred, the performance of our investment in such funds/companies and, in turn, our overall performance, may be materially and adversely affected. We may also incur substantial costs in order to comply with existing and future environmental and health and human safety requirements, including, among others, obligations relating to air emissions, maintenance and inspection, development and implementation of emergency procedures and insurance coverage. Shipowners, including the ship investment funds/companies which we invest in, could also face substantial liability for penalties, fines, damages and remediation costs associated with hazardous substance spills or other discharges into the environment involving operations of shipowners, including the ship investment funds/companies which we invest in, under environmental laws and regulations. Such costs could have a material adverse effect on the business, financial condition and results of operations of ship owners and in turn, the performance of the ship investment funds/companies we invest in. This may materially and adversely affect our overall performance. The operating certificates and licenses of vessels are renewed periodically during each vessel’s required annual survey. However, government regulation of vessels, particularly in the areas of safety and environmental impact may change in the future and require shipowners to incur significant capital expenditure on their ships to keep them in compliance. In addition, shipowners are required by various governmental bodies to obtain permits and licenses required for the operation of their shipping business. These permits may become costly or impossible to obtain or renew. In the event that such additional costs are incurred, the performance of our investment in such funds/companies and, in turn, our overall performance, may be materially and adversely affected. Governments could requisition vessels during a period of war or emergency without adequate compensation, resulting in loss of earnings. Governments could requisition or seize vessels for title or for hire. Requisition for title occurs when a government takes control of a vessel and becomes her owner. Also, a government could requisition vessels for hire which occurs when a government takes control of a vessel and effectively becomes her charterer at dictated charter rates. Generally, requisitions occur during a period of war and emergency. Government requisition of one or more of the vessels owned by the ship investment funds/companies that we invest in may adversely impact their business, financial condition and operating results. This could have a material adverse effect on our business, financial condition and results of operations. RISK FACTORS 45 We are subject to the cyclical upturns and downturns in the property industry in the countries where we have property investments and this may affect the rental yield and capital value of such properties. The property industry is affected by cyclical upturns and downturns in its business cycle. Factors which may have an adverse effect on the property industry business cycle include a deterioration in the condition of the domestic or global economy, an increase in interest rates, a reduction in business confidence, an increase in the opportunity cost to investors of investing in real estate relative to other assets and negative changes to fundamental or speculative demand for real estate. A cyclical upturn may affect our Company as high property prices may have the effect of lowering our Company’s ability to grow our property portfolio. Our financial performance is dependent on the cyclical upturns and downturns in the property industry, and there may be material and adverse impact on our business, financial condition and results of operations. Our historical financial performance may not be indicative of our future financial performance. As our revenue and profits may be adversely affected by external factors beyond our control, investors should be aware that there is no guarantee that we will increase or maintain our historical profit levels and therefore investors should not take our historical profit levels as an indication of our future financial performance. Factors which may affect our performance include general economic conditions including business confidence, inflation rates, interest rates and levels of international trade; government policy, legislation and/or regulation; and levels of competition within the industries that we operate in. RISKS RELATING TO OWNERSHIP OF OUR SHARES Investors in our Shares will face immediate and substantial dilution in the net asset value per Share and may experience future dilution. Our Invitation Price is substantially higher than our NAV per Share of 51.7 cents as at 31 December 2006 (adjusted for net proceeds from the Invitation and based on our post-Invitation issued share capital). Thus, there is an immediate and substantial dilution in the NAV per Share for investors who subscribe for our Shares pursuant to the Invitation. If we were liquidated for NAV immediately following the Invitation, each shareholder subscribing to the Invitation would receive less than the price they paid for their Shares. In addition, if and when we issue new Shares, you may not be able to or may choose not to participate in an offering of these newly issued Shares, and as a result, you may experience significant dilution in future. Details of the immediate dilution of our Shares incurred by new investors are described under the section entitled “Dilution” in this Prospectus. We may require additional funding for our future growth. Although we have identified our future growth plans set out in the section entitled “General Information on our Group – Future Plans” in this Prospectus as the avenues to pursue growth in our business, the proceeds from the Invitation will not be sufficient to fully cover the estimated costs of implementing all these plans. We may also find opportunities to grow through acquisitions which cannot be predicted at this juncture. Under such circumstances, secondary issue(s) of securities after the Invitation may be necessary to raise the required capital to develop these growth opportunities. If new Shares placed to new and/or existing Shareholders are issued after the Invitation, they may be priced at a discount to the then prevailing market price of our Shares trading on the SGX-ST, 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. Any additional debt financing may, apart from increasing interest expense and gearing, contain restrictive covenants with respect to dividends, future fund raising exercises and other financial and operational matters. If we are unable to procure the additional funding that may be required, our growth or financial performance will be adversely affected. RISK FACTORS 46 You may not be able to attend general meetings of our Company. Under the Cayman Companies Law, only those persons who agree to become shareholders of a Cayman Islands company and whose names are entered on the register of members of such a company are considered members, with rights to attend and vote at general meetings. Depositors holding Shares through CDP will not be recognised as members of our Company, and will not have a right to attend and to vote at general meetings of our Company. In the event that Depositors wish to attend and vote at general meetings of our Company, CDP will have to appoint them as proxies, pursuant to the Articles. For further details, please refer to the section entitled “Attendance at General Meetings” in this Prospectus. We are a Cayman Islands incorporated company and the rights and protection accorded to our Shareholders may not be the same as those applicable to shareholders of a Singapore incorporated company. We are incorporated in the Cayman Islands as an exempted company with limited liability under the Cayman Companies Law. The Companies Act may provide shareholders of Singapore-incorporated companies with certain rights and protection of which there may be no corresponding or similar provisions under the Cayman Companies Law. As such, if you invest in our Shares, you may or may not be accorded the same level of shareholder rights and protection that a shareholder of a Singapore- incorporated company would be accorded under the Companies Act. We have set out in Appendix D and Appendix E a summary of the Memorandum of Association and selected Articles of our Company and a summary of certain provisions under the Cayman Companies Law. Explanatory statements on specific issues in relation to Cayman Companies Law have been set out in pages E-1 to E-5 of this Prospectus. Each of the summaries and explanatory statements is not intended to be and does not constitute legal advice and any person wishing to have advice on the differences between the Cayman Companies Law and the Companies Act and/or the laws of any jurisdiction with which he is not familiar is recommended to seek independent legal advice. Copies of the Memorandum of Association and the Articles of our Company are available for inspection at such place and time as set out in the section entitled “General and Statutory Information – Documents Available For Inspection” in this Prospectus. Singapore law contains provisions that could discourage a takeover of our Company. The Singapore Code on Take-overs and Mergers contains certain provisions that may delay, deter or prevent a future takeover or change in control of our Company. Any person acquiring an interest, either on his own or together with parties acting in concert with him, in 30.0 per cent. or more of our voting shares may be required to extend a takeover offer for our remaining voting shares. A takeover offer is also required to be made if a person holding between 30.0 per cent. and 50.0 per cent. (both inclusive) of the voting rights in our Company (either on his own or together with parties acting in concert with him) acquires more than 1.0 per cent. of our voting shares in any six-month period. These provisions may discourage or prevent certain types of transactions involving an actual or threatened change of control of our Company. Some of our Shareholders, who may include you, may therefore be disadvantaged as a transaction of that kind might have allowed the sale of Shares at a price above the prevailing market price. The Invitation may not result in an active or liquid market for our Shares. Prior to the Invitation, there has not been a public market for the Shares. We cannot predict the extent to which a trading market will develop or how liquid the market might become. The Invitation Price for the Shares will be determined by a book-building process by agreement between our Company and the Manager, Underwriter and Placement Agent, after taking into consideration, inter alia, prevailing market conditions and estimated market demand for the Shares and may not be indicative of the market price at which our Shares will trade after the Invitation. You may not be able to resell your Shares at a price that is attractive to you. RISK FACTORS 47 Future sales of Shares could adversely affect the prevailing market price of Shares. The trading prices of our Shares could be subject to fluctuations in response to variations in our results of operations, changes in general economic conditions, changes in accounting principles, or other developments affecting us, our customers or our competitors, changes in financial estimates by securities analysts, the operating and stock price performance of other companies and other events or factors, many of which are beyond our control. Although it is currently intended that our Shares will remain listed on the SGX-ST, there is no guarantee of the continued listing of our Shares. The Singapore securities market is relatively small, which may cause the market price of our Shares to be more volatile. The SGX-ST is relatively small and may be more volatile than stock exchanges in the United States and certain other countries. The relatively small market capitalisation of, and trading volume on, the SGX-ST, compared to certain other global stock exchanges, may cause the market price of securities listed on the SGX-ST, including our Shares, to fluctuate more than those listed on larger global stock exchanges. It may not be possible for Shareholders to effect service of process within Singapore or to enforce in Singapore any judgment obtained in Singapore or in the Singapore courts upon us or certain Directors. Judgments of the Singapore courts may also not be enforceable in the Cayman Islands courts. We are a company incorporated with limited liability and of unlimited duration under the laws of the Cayman Islands. Save for Mr. Michio Tanamoto, Mr. Ang Miah Khiang and Mr. Ronnie Teo Heng Hock, all of our Directors reside outside Singapore. Substantially all of our assets and the assets of such persons are located outside Singapore. As a result, it may not be possible for investors to effect service of process within Singapore upon us or such persons or to enforce in Singapore a judgment obtained in courts against us or such persons. Judgments of the Singapore courts may not be enforceable in the Cayman Islands courts. RISK FACTORS 48 S0.5551.9cents(1)51.7cents(1)6.0percent.6.4percent.9.9cents(1)5.5times10.2cents(1)5.4timesS0.55 51.9 cents(1) 51.7 cents(1) 6.0 per cent. 6.4 per cent. 9.9 cents(1) 5.5 times 10.2 cents(1) 5.4 times S132.2 million Invitation Price NAV NAV per Share of our Group as at 31 December 2006: (a) before adjusting for the estimated net proceeds from the Invitation and based on the pre-Invitation share capital of 175,000,000 Shares (b) after adjusting for the estimated net proceeds from the Invitation and based on the post-Invitation share capital of 240,400,000 Shares Premium of Invitation Price over the NAV per Share as at 31 December 2006: (a) before adjusting for the estimated net proceeds from the Invitation and based on the pre-Invitation share capital of 175,000,000 Shares (b) after adjusting for the estimated net proceeds from the Invitation and based on the post-Invitation share capital of 240,400,000 Shares EPS Historical EPS of our Group for FY2006 based on the pre-Invitation share capital of 175,000,000 Shares Price Earnings Ratio Historical PER based on the Invitation Price and the historical EPS of our Group for FY2006 Net Operating Cash Flow(2) Historical net operating cash flow per Share of our Group for FY2006, based on the pre-Invitation share capital of 175,000,000 Shares Price to Net Operating Cash Flow Ratio Ratio of Invitation Price to historical net operating cash flow per Share of our Group for FY2006 based on the pre-Invitation share capital of 175,000,000 Shares Market Capitalisation Our market capitalisation based on the Invitation Price and the post-Invitation share capital of 240,400,000 Shares Notes: (1) Based on the exchange rate of US1.00:S1.00 : S1.52 for illustrative purpose only. (2) Net operating cash flow is defined as the net profit attributable to Shareholders with depreciation added back. (3) The above Invitation statistics have been computed on the assumption that the Over-allotment Option is not exercised. INVITATION STATISTICS 49 Based on the Invitation Price, we estimate that the aggregate net proceeds attributable to us from the issue of the New Shares in the Invitation (assuming the Over-allotment Option is not exercised) will be approximately S32.2million,afterdeductingunderwritingcommissionsandotherestimatedexpensesinrelationtotheInvitationofapproximatelyS32.2 million, after deducting underwriting commissions and other estimated expenses in relation to the Invitation of approximately S3.8 million, out of which S1.3millionwasincurredin2006andS1.3 million was incurred in 2006 and S2.5 million is estimated to be incurred in 2007. We intend to use the net proceeds received by us primarily for the following purposes: (i) approximately US12.2millionforinvestmentintheAkebonoFund;(ii)approximatelyUS12.2 million for investment in the Akebono Fund; (ii) approximately US2.6 million to further finance our investment in Rich Containership S.A., which will acquire a new container vessel (4,300 TEU) with delivery expected in September 2008; and (iii) approximately US$2.4 million for investment in another new container vessel (4,300 TEU) with delivery targeted for 2008. The remaining proceeds will be used for other ship investments, distressed assets investments and/or investments in real estate assets. To the extent that the net proceeds from the Invitation are not immediately applied for the above purposes, it is the present intention of our Directors to place such net proceeds on short-term deposits with licenced banks and/or financial institutions or used for investment in short-term money market or debt instruments. For further details on our plans above, please refer to the sections entitled “General Information on our Group – Prospects” and “General Information on our Group – Business Strategy and Future Plans” in this Prospectus. As the Invitation is underwritten on a firm commitment basis, there is no minimum amount which must be raised from the Invitation. For each Singapore dollar of the proceeds from the Invitation (assuming that the Over-allotment Option is not exercised in full): (i) approximately 51.4 cents will be used to pay for investment in the Akebono Fund; (ii) approximately 11.1 cents will be used to further finance our investment in Rich Containership S.A., which will acquire a new container vessel (4,300 TEU) with delivery expected in September 2008; (iii) approximately 10.0 cents will be used to pay for investment in another new container vessel (4,300 TEU) with delivery targeted for 2008; (iv) approximately 7.0 cents will be used to pay for expenses incurred in connection with the Invitation; and (v) approximately 20.5 cents will be used for other ship investments, distressed assets investments and/or investments in real estate assets. If the Over-allotment Option is exercised in full, the additional net proceeds (after the payment of the fees, commissions and other expenses related to the subscription of the Additional Shares pursuant to the exercise of the Over-allotment Option) which we will receive is approximately US$3.4 million. Such net proceeds will be used for the purposes stipulated above, as our Directors may deem appropriate. USE OF PROCEEDS 50 Subject to the Cayman Companies Law, our Directors may from time to time declare a dividend or other distribution. Our dividend payments and the rates of such dividend payments for FY2004, FY2005 and FY2006 are set out below: Gross dividend amounts Dividend per Share (US$’000) (US$) FY2004 1,400 0.05 FY2005 1,400 0.05 FY2006 1,680 0.06 In determining our dividends in respect of FY2007, we will take into account factors including the prevailing state of financial and foreign exchange markets and interest rate levels. Subject to the factors stated herein, our Directors intend to recommend and distribute up to 50% of our consolidated profits available for distribution for FY2007. The amount of our past dividends is not indicative of the amount that we will pay in the future. Future dividends will be paid by us as and when approved by our Shareholders and Directors. Our Directors may declare an interim dividend without seeking our Shareholders’ approval. Any such dividend payments will be subject to the level of our future earnings, cash flow, financial condition, working capital needs, investment plans and other factors deemed relevant by our Directors, including such legal or contractual restrictions as may apply from time to time. There can be no assurance that dividends will be paid in the future or as to the timing of any dividends that are to be paid in the future. Payments of cash dividends and distributions, if any, will be made in UStotheCDPonbehalfofShareholderswhomaintain,eitherdirectlyorthroughdepositoryagents,SecuritiesAccountswiththeCDP.ExceptforShareholderswhohaveelectedtoreceivecashdividendsanddistributionsinUS to the CDP on behalf of Shareholders who maintain, either directly or through depository agents, Securities Accounts with the CDP . Except for Shareholders who have elected to receive cash dividends and distributions in US, the CDP will convert such proceeds into SandcausesuchS and cause such S to be delivered to the relevant Shareholders’ respective direct Securities Accounts with the CDP or to depository agents for distribution to Shareholders who maintain securities sub-accounts with such depository agents, as the case may be. The amount of SpayabletoShareholdersuponconversionofanysuchcashdividendsordistributionswillbeaffectedbyfluctuationsintheexchangeratebetweenS payable to Shareholders upon conversion of any such cash dividends or distributions will be affected by fluctuations in the exchange rate between S and US$. Neither we nor the CDP shall be liable to any Shareholder for any currency exchange loss in respect of any such conversion. You should note that all the foregoing statements are merely statements of our present intention and shall not constitute legally binding statements in respect of our future dividends which may be subject to modification (including reduction or non-declaration thereof) in our Directors’ sole and absolute discretion. For information relating to taxes payable on dividends, please refer to the section entitled “Taxation” of this Prospectus. Our foreign subsidiaries may declare and pay cash dividends to our Company, if any, in the currencies of their respective countries of incorporation, which may be converted into US$. DIVIDEND POLICY 51 Our Company (Registration Number CR-72229) was incorporated in the Cayman Islands on 17 March 1997 under the Cayman Companies Law as an exempted company with limited liability under the name of Uni-Asia Finance Corporation. As at the date of incorporation, our authorised share capital was US60,000,000comprising60,000,000ordinarysharesofUS60,000,000 comprising 60,000,000 ordinary shares of US1.00 each. Save as disclosed below, there have been no material changes in our share capital since inception. On 17 March 1997, two initial subscribers of our Company were issued one subscriber share each for cash at par of US1.00.On8April1997,togetherwiththetwosubscribersharestransferredtoit,Evergreenwasallottedandissued4,999,998furthersharesofUS1.00. On 8 April 1997, together with the two subscriber shares transferred to it, Evergreen was allotted and issued 4,999,998 further shares of US1.00 each by our Company, credited as fully paid, for cash at par of US1.00.On8April1997,weallottedandissued5,000,000sharesofUS1.00. On 8 April 1997, we allotted and issued 5,000,000 shares of US1.00 each to Motokuni Yamashiro, credited as fully paid, for cash at par of US1.00.On1September1997,weallottedandissued5,000,000sharesofUS1.00. On 1 September 1997, we allotted and issued 5,000,000 shares of US1.00 each to Takugin International (Asia) Ltd, credited as fully paid, for cash at par of US1.00,whichwerethentransferredtoThethen−HokkaidoTakushokuBank,Ltdon8October1997.On20March1998,ourCompanyallottedandissuedforcashatparofUS1.00, which were then transferred to The then- Hokkaido Takushoku Bank, Ltd on 8 October 1997. On 20 March 1998, our Company allotted and issued for cash at par of US1.00 and credited as fully paid: (i) 2,000,000 shares of US1.00eachtoHamburgischeLandesbankGirozentralewhichweresubsequentlytransferredtoHSHNordbankon28July2003;(ii)2,000,000sharesofUS1.00 each to Hamburgische Landesbank Girozentrale which were subsequently transferred to HSH Nordbank on 28 July 2003; (ii) 2,000,000 shares of US1.00 each to Sojitz (Hong Kong) Limited (formerly known as Nissho Iwai Hong Kong Corporation Limited); (iii) 2,000,000 shares of US1.00eachtoTheSumitomoTrustandBankingCo.,Ltd.;(iv)1,000,000sharesofUS1.00 each to The Sumitomo Trust and Banking Co., Ltd.; (iv) 1,000,000 shares of US1.00 each to JAFCO Investment (Asia Pacific) Ltd. (formerly known as Nomura/JAFCO Investment (Asia) Limited); and (v) 1,000,000 shares of US1.00eachtoORIXInvestmentandManagementPrivateLimited.On24March1998,weallottedandissued2,000,000sharesofUS1.00 each to ORIX Investment and Management Private Limited. On 24 March 1998, we allotted and issued 2,000,000 shares of US1.00 each to Fastwin Investment Limited, credited as fully paid, for cash at par of US1.00.On25March1998,weallottedandissued1,000,000sharesofUS1.00. On 25 March 1998, we allotted and issued 1,000,000 shares of US1.00 each to Tokio Marine & Nichido Fire Insurance Co., Ltd. (formerly known as The Tokio Marine and Fire Insurance Company Limited), credited as fully paid, for cash at par of US$1.00. On 9 November 1998, The then-Hokkaido Takushoku Bank, Ltd transferred 3,000,000 of its shares in our Company to The Chuo Mitsui Trust & Banking Company, Limited. On 16 November 1998, The then- Hokkaido Takushoku Bank, Ltd transferred its remaining 2,000,000 shares in our Company to The Resolution and Collection Corporation (formerly known as The Resolution and Collection Bank, Ltd). On 30 December 1998, we allotted and issued 1,500,000 shares of US$1.00 each to Founders Corporation, credited as fully paid, for cash at par of US1.00.On8February1999,weallottedandissued500,000sharesofUS1.00. On 8 February 1999, we allotted and issued 500,000 shares of US1.00 each to CSK Venture Capital Co., Ltd as Investment Manager for the CSK-2 Investment Fund, credited as fully paid, for cash at par of US1.00.SHARECAPITAL52Atageneralmeetingheldon26June2007,ourShareholdersapproved,interalia,thefollowing:(a)theadoptionofanewsetofMemorandumandArticlesofAssociation;(b)theincreaseinourauthorisedsharecapitalfromUS1.00. SHARE CAPITAL 52 At a general meeting held on 26 June 2007, our Shareholders approved, inter alia, the following: (a) the adoption of a new set of Memorandum and Articles of Association; (b) the increase in our authorised share capital from US60,000,000, divided into 60,000,000 ordinary shares of US1.00eachtoUS1.00 each to US120,000,000 divided into 120,000,000 ordinary shares of US1.00each;(c)theconsolidationof16ordinarysharesofUS1.00 each; (c) the consolidation of 16 ordinary shares of US1.00 each into 1 ordinary share of US$16.00 each (the “Consolidation”); (d) the division of each ordinary share of US$16.00, into 100 ordinary shares of US$0.16 each (the “Sub-division”); (e) the issue and allotment of the New Shares, which are the subject of this Invitation. The New Shares, when issued, allotted and fully paid up, will rank pari passu in all respects with the existing issued and fully paid up Shares; (f) that authority be given to the Directors to grant the Over-allotment Option to the Manager and to allot and issue up to 9,810,000 Additional Shares pursuant to the exercise of the Over-allotment Option; (g) the establishment of the Scheme and that authority be given to our Directors to issue and allot Option Shares pursuant to the exercise of Options under the Scheme; (h) that Options may be granted under the Scheme with an exercise price set at a discount of up to 20 per cent. of the market price for the Shares at the time of grant, provided that the exercise price per Share shall not be less than the par value of that Share; and (i) that authority be given to our Directors, to (i) issue shares in our Company whether by way of rights, bonus or otherwise; (ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares, at any time and upon such terms and conditions and for such purposes and to such persons as our Directors may in their absolute discretion deem fit, and (iii) issue shares in pursuance of any Instrument made or granted under such authority, provided that the aggregate number of shares to be issued pursuant to such authority (including shares to be issued in pursuance of Instruments made or granted under such authority) shall not exceed 50 per cent. of the post-Invitation issued share capital of our Company and that the aggregate number of shares to be issued other than on a pro rata basis to the then existing shareholders of our Company (including shares to be issued in pursuance of Instruments made or granted under such authority) shall not exceed 20 per cent. of the post-Invitation issued share capital of our Company. Unless revoked or varied by our Company in general meeting, such authority shall continue in full force until the conclusion of the next annual general meeting is required by law or by our Articles to be held, whichever is earlier, except that the Directors shall be authorised to issue and allot new shares pursuant to any Instrument made or granted under such authority notwithstanding the authority conferred may have ceased to be in force. For the purposes of the above resolution and pursuant to Rules 806(3) and 806(4) of the Listing Manual, “post-Invitation issued share capital” means the enlarged issued and paid-up share capital of the Company after the Invitation, after adjusting for (i) new shares arising from the conversion or exercise of any convertible securities; and (ii) any subsequent consolidation or sub-division of shares. SHARE CAPITAL 53 Our Shares are issued in registered form. As at the Latest Practicable Date, there is only one class of shares in the capital of our Company, being the Shares. A summary of selected Articles of our Company relating to, among other things, the voting rights of our Shareholders is set out in Appendix D of this Prospectus. There are no founder, management, deferred or unissued Shares reserved for issuance for any purpose. As at the Latest Practicable Date, our issued and paid-up capital comprised US$28,000,000 divided into 28,000,000 ordinary shares of US$1.00 each, all of which were fully paid. Details of the changes in our issued and paid-up capital as at 31 December 2006, being the date of our last audited accounts, and our issued and paid-up share capital immediately after the Invitation are as follows: Number of Shares Paid-up Capital (’000) (US$’000) Issued and fully paid-up ordinary shares as at 1 January 2006 28,000 28,000 Issued and fully paid-up ordinary shares as at 31 December 2006 28,000 28,000 Consolidation of 16 shares of US1.00eachinto1shareofUS1.00 each into 1 share of US16.00 each 1,750 28,000 Sub-division of each share of US16.00eachimmediatelyaftertheconsolidationinto100sharesofUS16.00 each immediately after the consolidation into 100 shares of US0.16 each 175,000 28,000 Pre-Invitation Share Capital 175,000 28,000 New Shares to be issued pursuant to the Invitation 65,400 10,464 Post-Invitation Share Capital 240,400 38,464 Our authorised share capital and shareholders’ funds as at 31 December 2006, before and after adjustments to reflect the increase in authorised share capital and the Invitation are set forth below. These statements should be read in conjunction with the “Report on the Consolidated Financial Statements for the Year ended 31 December 2006”, as set out in Appendix C of this Prospectus. Immediately after the Consolidation As at and Immediately 31 December 2006 Sub-division after Invitation (US)(US) (US) (US)AuthorisedShareCapitalOrdinarysharesofUS) Authorised Share Capital Ordinary shares of US1.00 each 60,000,000 – – Ordinary shares of US$0.16 each – 120,000,000 120,000,000 Shareholders’ Equity Issued and paid-up share capital 28,000,000 28,000,000 38,464,000 Other Reserves (222,704) (222,704) 11,325,100 Retained earnings 31,989,107 31,989,107 31,989,107 Total shareholders’ equity 59,766,403 59,766,403 81,778,207 The New Shares to be issued will rank equally in all respects with all Shares currently in issue and will qualify for all dividends or other distributions declared, made or paid in respect of a record date which falls after the date of their issue. SHARE CAPITAL 54 OWNERSHIP STRUCTURE Our Directors and Substantial Shareholders of our Company and their respective shareholdings immediately before the Invitation (as at the Latest Practicable Date, assuming that the Consolidation and Sub-division of the Shares in issue had taken place) and immediately after the Invitation (assuming that the Over-allotment Option is not exercised at all) are set out below: Before the Invitation After the Invitation Direct Interest Deemed Interest Direct Interest Deemed Interest Number of Number of Number of Number of Shares % Shares % Shares % Shares % Directors Motokuni Yamashiro 31,250,000 17.9 – – 31,250,000 13.0 – – Kazuhiko Yoshida – – 10,437,500 6.0 (1) – – 11,937,500 5.0 Michio Tanamoto – – 10,437,500 6.0 (1) – – 11,937,500 5.0 Hamilton Jian Ren Chueh – – – – – – – – Jörg Wilhelm Schelp(2) – – – – – – – – Robert Van Jin Nien(3) – – – – – – – – Independent Directors V-Nee Yeh – – – – – – – – Ang Miah Khiang – – – – – – – – Ronnie Teo Heng Hock – – – – – – – – Substantial Shareholders Evergreen International S.A.(4) 31,250,000 17.9 – – 31,250,000 13.0 – – The Chuo Mitsui Trust & Banking Company, Limited(5) 18,750,000 10.7 – – 18,750,000 7.8 – – Sojitz (Hong Kong) Limited(6) 12,500,000 7.1 – – 12,500,000 5.2 – – The Sumitomo Trust and Banking Co., Ltd(7) 12,500,000 7.1 – – 12,500,000 5.2 – – Fastwin Investment Limited(8) 12,500,000 7.1 – – 12,500,000 5.2 – – HSH Nordbank AG(9) 12,500,000 7.1 – – 12,500,000 5.2 – – Founders Corporation(10)(14) 10,437,500 6.0 – – 11,937,500 5.0 – – Dr. Chang Yung Fa and his associates – – 31,250,000 17.9 – – 31,250,000 13.0 Hopewell Holdings Limited(8) – – 12,500,000 7.1 – – 12,500,000 5.2 Exeno Yamamizu(11)(14) 2,125,000 1.2 – – 5,125,000 2.1 – – Mitsui & Co., Ltd.(12)(14) 3,718,750 2.1 – – 8,968,750 3.7 – – Yamasa Co., Ltd(13)(14) 3,718,750 2.1 – – 8,968,750 3.7 – – Others 23,750,000 13.7 – – 23,750,000 9.9 – – Public – – – – 50,400,000 21.0 – – Total 175,000,000 100.0 240,400,000 100.0 PRINCIPAL SHAREHOLDERS 55 Notes: (1) Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto hold 64% and 36% of the shares respectively in Founders Corporation, which in turn holds 6.0% (pre-Invitation) or 5.0% (post-Invitation) of the Shares in our Company. Mr. Yoshida and Mr. Tanamoto are Executive Directors of our Company. (2) Mr. Jörg Wilhelm Schelp is a nominee director of our Substantial Shareholder, HSH Nordbank AG. (3) Mr. Robert Van Jin Nien is a nominee director of our Substantial Shareholder, Fastwin Investment Limited. (4) Evergreen International S.A. is one of the major shipping companies of the Evergreen group. It owns and operates ships and containers. Evergreen International S.A. is wholly-owned by Dr. Chang Yung Fa and his associates (as defined in Section 4(6) of the SFA), Mr. Chang Kuo Hua, Mr. Chang Kuo Ming and Mr. Chang Kuo Cheng. Dr. Chang and his associates are, by virtue of Section 4(5) of the SFA, deemed to be interested in the Shares held by Evergreen International S.A. (5) The Chou Mitsui Trust and Banking Company, Limited is a financial institution in Japan specialising in trust banking products and services. (6) Sojitz (Hong Kong) Limited is a subsidiary of Sojitz Corporation, which is a trading company. (7) The Sumitomo Trust and Banking Co., Ltd is a financial institution in Japan providing asset management, custody services and commercial banking services. (8) Fastwin Investment Limited is a wholly-owned subsidiary of Hopewell Holdings Limited, a public listed company in Hong Kong with business interests in property investment and development, highway infrastructure, hotel and hospitality and construction businesses. (9) HSH Nordbank AG is one of the leading banks in Northern Europe and the world’s leading provider of ship finance and covers the entire value chain in the transportation segment. (10) Founders Corporation is beneficially owned as to 64% by Mr. Kazuhiko Yoshida and 36% by Mr. Michio Tanamoto. Mr. Yoshida and Mr. Tanamoto are Executive Directors of our Company. Founders Corporation has given an undertaking to our Company to subscribe for 1,500,000 Placement Shares under the Invitation. (11) Exeno Yamamizu was established in Tokyo in April 1947, and its major shareholders include NYK Line and Mitsui O.S.K. Lines, Ltd. Exeno Yamamizu is one of the companies of the Yamamizu Shipping Group, which is a ship broker in Japan. Exeno Yamamizu has given an undertaking to our Company to subscribe for 3,000,000 Placement Shares under the Invitation. (12) Mitsui & Co., Ltd. is a public company listed on the Tokyo Stock Exchange. Mitsui & Co., Ltd. has given an undertaking to our Company to subscribe for 5,250,000 Placement Shares under the Invitation. (13) Yamasa Co., Ltd was established in Okayama in December 1967 and is a manufacturer of amusement related hardware as well as software. Yamasa Co., Ltd has given an undertaking to our Company to subscribe for 5,250,000 Placement Shares under the Invitation. (14) On 25 October 2006, The Resolution and Collection Corporation disposed of its entire shareholding interest of 6.07% in our Company (pre-Invitation) to Founders Corporation, Exeno Yamamizu, Mitsui & Co. Ltd., and Yamasa Co. Ltd. Save as disclosed above, there are no other relationships among our Directors, Executive Officers and Substantial Shareholders. Save as disclosed above, to the best of the knowledge of our Directors, we are not directly or indirectly owned or controlled by any other corporation, any government or other natural or legal person whether severally or jointly. The Shares held by our Directors and Substantial Shareholders do not carry different voting rights from the New Shares which are the subject of the Invitation. 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 were no significant changes in the percentages of ownership of our Directors and Substantial Shareholders in our Company from our incorporation until the Latest Practicable Date. Immediately following the Invitation and assuming the Over-allotment Option is not exercised, the authorised share capital of our Company will be US$120,000,000 divided into 750,000,000 Shares, of which 240,400,000 Shares will be issued fully paid or credited as fully paid, and 509,600,000 Shares will remain unissued. Other than pursuant to the exercise of the Over-allotment Option, we do not have any present intention to issue any of the authorised but unissued share capital. Save as disclosed herein, there has been no alteration in our share capital since our incorporation. PRINCIPAL SHAREHOLDERS 56 MORATORIUM To demonstrate their commitment to our Group, Mr. Motokuni Yamashiro, Founders Corporation, Evergreen, The Chuo Mitsui Trust & Banking Company, Limited, Fastwin Investment Limited, HSH Nordbank AG, Sojitz (Hong Kong) Limited, The Sumitomo Trust and Banking Co. Ltd, Exeno Yamamizu, Yamasa Co., Ltd and Mitsui & Co., Ltd who will hold in aggregate 166,250,000 Shares representing 69.2% of our Company’s post-Invitation share capital (including the 15,000,000 Placement Shares that Founders Corporation, Exeno Yamamizu, Yamasa Co., Ltd and Mitsui & Co., Ltd have together given an undertaking to subscribe for), have undertaken not to sell, transfer 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 shareholding in our Company for a period of six months commencing from the date of admission of our Company to the Official List of the SGX-ST. Our Executive Directors, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto, who hold 64% and 36% of the issued share capital of Founders Corporation have each given his respective undertaking that he will not sell, transfer 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 his respective interest in Founders Corporation for a period of six months commencing from the date of admission of our Company to the Official List of the SGX-ST. In addition, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto undertake that they shall not, for a period of six months commencing on the date of admission of our Company to the Official List of the SGX-ST, without the prior written consent of the Manager (such consent not to be unreasonably withheld or delayed), exercise their respective voting rights in relation to their shareholdings in Founders Corporation to approve any issue of shares of Founders Corporation if such issuance would cause their combined shareholdings in the share capital of Founders Corporation to fall below 51%. PRINCIPAL SHAREHOLDERS 57 The following information should be read in conjunction with the “Report on the Consolidated Financial Statements for the Year Ended 31 December 2006” set out in Appendix C of this Prospectus. The following table shows our cash and cash equivalents and capitalisation as at the Latest Practicable Date: (a) on an actual basis based on our Group’s unaudited consolidated balance sheet; and (b) as adjusted to reflect the allotment and issue of 65,400,000 ordinary shares of US0.16eachattheInvitationPriceofS0.16 each at the Invitation Price of S0.55 each pursuant to the Invitation and the net proceeds from the Invitation, after deducting estimated expenses related to the Invitation. As at the Latest Practicable Date Actual As adjusted (US$’000) (US$’000) Cash and bank balances 27,184 49,199 Short-term indebtedness – Secured(1) 4,127 4,127 Short-term indebtedness – Unsecured – – Total short-term indebtedness 4,127 4,127 Long-term indebtedness – – Total short and long-term indebtedness 4,4,127 4,127 Shareholders’ equity 60,443 82,455 Total capitalisation and indebtedness 64,570 86,582 Note: (1) Our Company has an aggregate of US$5.2 million of deposits. Such deposits are secured by a pledge. Save as disclosed above, since the Latest Practicable Date, there were no material changes in our total capitalisation and indebtedness, except for changes in our retained earnings arising from the day-to-day operations in the ordinary course of our business. Contingent Liabilities Please refer to the section entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations – Indebtedness” for further details on our contingent liabilities. CAPITALISATION AND INDEBTEDNESS 58 Dilution is the amount by which the Invitation Price paid by the subscribers of our Shares in this Invitation exceeds the NAV per Share after the Invitation. Our NAV per Share as at 31 December 2006 and based on our pre-Invitation share capital of 175,000,000 Shares, was 51.9 cents per Share. Based on the issue of 65,400,000 New Shares at the Invitation Price for each New Share pursuant to the Invitation and after deducting the estimated issue expenses, the adjusted NAV of our Company as at 31 December 2006 would have been 51.7 cents per Share based on the post-Invitation issued and paid-up share capital of 240,400,000 Shares. This represents an immediate decrease in NAV of 0.2 cents per Share to our existing Shareholders and an immediate dilution of 3.3 cents per Share to our new investors pursuant to the Invitation (“New Investors”). The following table illustrates such dilution per Share: Per Share (Cents) Invitation Price 55 NAV per Share as at 31 December 2006 and based on the pre-Invitation share capital of 175,000,000 Shares 51.9 (1) Decrease in NAV per Share attributable to existing Shareholder 0.2 (1) Adjusted NAV per Share after the Invitation(2) (3) 51.7 (1) Dilution in NAV per Share to New Investors 3.3 (1) Notes: (1) Based on the exchange rate of US$1 : S1.52forillustrativepurposeonly.(2)AssumingtheOver−allotmentOptionisnotexercised.IftheOver−allotmentOptionisexercisedinfull,theNAVperShareimmediatelyaftertheInvitationwouldbe51.8centsperShare.(3)ThecomputedNAVperSharedoesnottakeintoaccounttheactualfinancialperformancefrom1January2007uptotheLatestPracticableDate.Dependingontheactualfinancialresultsandthenetgainorlossfromtranslationofthefinancialstatementsofoursubsidiaries,theNAVperSharemaybehigherorlowerthanthecomputedNAVperShare.ThefollowingtablesummarisesthetotalnumberofSharesacquiredbyourDirectorsandSubstantialShareholdersandtheirAssociatesduringthethreeyearspriortothedateoflodgmentofthisProspectus,thetotalconsiderationpaidbythemandtheeffectivecashcostpersharetothem.TotalEffectivecashNo.ofsharesconsiderationcostpershareacquired(US1.52 for illustrative purpose only. (2) Assuming the Over-allotment Option is not exercised. If the Over-allotment Option is exercised in full, the NAV per Share immediately after the Invitation would be 51.8 cents per Share. (3) The computed NAV per Share does not take into account the actual financial performance from 1 January 2007 up to the Latest Practicable Date. Depending on the actual financial results and the net gain or loss from translation of the financial statements of our subsidiaries, the NAV per Share may be higher or lower than the computed NAV per Share. The following table summarises the total number of Shares acquired by our Directors and Substantial Shareholders and their Associates during the three years prior to the date of lodgment of this Prospectus, the total consideration paid by them and the effective cash cost per share to them. Total Effective cash No. of shares consideration cost per share acquired (US) (US)DirectorsandtheirAssociatesFoundersCorporation1,062,500265,2000.2496DILUTION59ThefollowingtablespresenttheselectedconsolidatedfinancialinformationofourGroupasatandforthefinancialyearsended31December2004,2005and2006.Theselectedconsolidatedfinancialinformationforthefinancialyearsended31December2004,2005and2006havebeenextractedfromtheReportsontheConsolidatedFinancialStatementsfortheyearsended31December2004,2005and2006setoutinAppendicesA,BandCofthisProspectuswithoutmaterialadjustments.TheseselectedconsolidatedfinancialinformationshouldbereadinconjunctionwiththeReportsontheConsolidatedFinancialStatementsfortheyearsended31December2004,2005and2006setoutinAppendicesA,BandCofthisProspectusandtherelatednotesthereto.Witheffectfromthefinancialyearended31December2005,wechangedourpresentationoftheincomestatementassetoutintheauditedfinancialstatementsbypresentingananalysisofexpensesusingclassificationbasedontheirnature.Forthefinancialyearended31December2004,wepresentedananalysisofexpensesbasedontheirfunctionwithinourGroupintheincomestatementassetoutintheauditedfinancialstatements.Forcomparisonpurposes,theselectedconsolidatedfinancialinformationcontainedinthissectionofthisProspectushasbeenpresentedusingtheclassificationandformatintheauditedconsolidatedfinancialstatementsofourGroupforthefinancialyearsended31December2005and2006.Asaresult,certainbalancesinrespectofthefinancialyearended31December2004werereclassifiedandrestated.ThereclassificationandrestatementhadnoimpactontheconsolidatednetprofitandconsolidatednetassetsofourGroupforthefinancialyearended31December2004.Pleaserefertothesectiononreconciliationfordetailsofthereclassificationofthecomparativefiguresforthefinancialyearended31December2004.CONSOLIDATEDRESULTSOFOURGROUPRestated(1)AuditedAuditedUS) Directors and their Associates Founders Corporation 1,062,500 265,200 0.2496 DILUTION 59 The following tables present the selected consolidated financial information of our Group as at and for the financial years ended 31 December 2004, 2005 and 2006. The selected consolidated financial information for the financial years ended 31 December 2004, 2005 and 2006 have been extracted from the Reports on the Consolidated Financial Statements for the years ended 31 December 2004, 2005 and 2006 set out in Appendices A, B and C of this Prospectus without material adjustments. These selected consolidated financial information should be read in conjunction with the Reports on the Consolidated Financial Statements for the years ended 31 December 2004, 2005 and 2006 set out in Appendices A, B and C of this Prospectus and the related notes thereto. With effect from the financial year ended 31 December 2005, we changed our presentation of the income statement as set out in the audited financial statements by presenting an analysis of expenses using classification based on their nature. For the financial year ended 31 December 2004, we presented an analysis of expenses based on their function within our Group in the income statement as set out in the audited financial statements. For comparison purposes, the selected consolidated financial information contained in this section of this Prospectus has been presented using the classification and format in the audited consolidated financial statements of our Group for the financial years ended 31 December 2005 and 2006. As a result, certain balances in respect of the financial year ended 31 December 2004 were reclassified and restated. The reclassification and restatement had no impact on the consolidated net profit and consolidated net assets of our Group for the financial year ended 31 December 2004. Please refer to the section on reconciliation for details of the reclassification of the comparative figures for the financial year ended 31 December 2004. CONSOLIDATED RESULTS OF OUR GROUP Restated(1) Audited Audited US’000 FY2004 FY2005 FY2006 Fee income(2) 5,599 12,234 9,922 Investment returns 6,682 5,011 7,983 Income from defaulted loans 1,862 – – Interest income 339 936 1,543 Other income 317 86 22 Total income 14,799 18,267 19,470 Employee benefits expense (5,087) (5,481) (6,084) Depreciation expense (77) (106) (278) Other expenses (1,821) (3,316) (3,107) Reversal of impairment loss on loans receivable 250 – – Gain/(loss) on disposal of fixed assets – 2 (16) (6,735) (8,901) (9,485) Operating profit 8,064 9,366 9,985 Finance costs – interest expense (46) (42) (83) Share of profit of associates after tax 96 594 1,929 Profit before income tax 8,114 9,918 11,831 Income tax expense (179) (479) (398) Profit for the year 7,935 9,439 11,433 (3) EPS(4) (pre-Invitation) US0.045US0.045 US0.054 US0.065(3)EPS(5)(post−Invitation)US0.065 (3) EPS(5) (post-Invitation) US0.033 US0.039US0.039 US0.048 (3) SELECTED FINANCIAL INFORMATION AND OTHER DATA 60 Notes: (1) Please refer to the section below for the reconciliation of the restated figures to the audited financial statements for the respective financial year. (2) Our fee income includes income generated from related party transactions as discussed in Note 29 to the consolidated financial statements of our Company for FY2006. (3) Our profit for the year and the EPS for FY2006 would not be materially affected had the Service Agreements as described in the section entitled “Directors, Management and Staff – Service Agreements” been in place at the beginning of FY2006. (4) For comparative purposes, the EPS (pre-Invitation) is computed by dividing the profit for the year by our pre-Invitation share capital of 175,000,000 Shares. (5) For comparative purposes, the EPS (post-Invitation) is computed by dividing the profit for the year by our post-Invitation share capital of 240,400,000 Shares. RECONCILIATION OF OUR CONSOLIDATED RESULTS AS SET OUT IN THIS PROSPECTUS TO OUR AUDITED CONSOLIDATED FINANCIAL STATEMENTS The table below sets out the reconciliation of the restated figures to the audited consolidated financial statements for the financial year ended 31 December 2004: Annual Report Original Reclassification Restated US$’000 Fee income 5,599 – 5,599 Investment returns 6,682 – 6,682 Income from defaulted loans 1,862 – 1,862 Interest income 339 – 339 Other income 317 – 317 Total income 14,799 – 14,799 By function (1) Administrative expenses (6,985) 6,985 – Reversal of impairment loss on loans receivable 250 (250) – (6,735) 6,735 – By nature (1) Employee benefits expense – (5,087) (5,087) Depreciation expense – (77) (77) Other expenses – (1,821) (1,821) Reversal of impairment loss on loans receivable – 250 250 – (6,735) (6,735) Operating profit 8,064 – 8,064 Finance costs – interest expense (46) – (46) Share of profit of associates after tax 96 – 96 Profit before income tax 8,114 – 8,114 Income tax expense (179) – (179) Profit for the year 7,935 – 7,935 Note: (1) Expenses in the income statement as set out in the audited consolidated financial statements of our Group for the financial year ended 31 December 2004 were presented according to their functions. For comparison purposes, the expenses have been reclassified according to their nature using the classification and format in the audited consolidated financial statements for the financial years ended 31 December 2005 and 2006. SELECTED FINANCIAL INFORMATION AND OTHER DATA 61 CONSOLIDATED FINANCIAL POSITIONS OF OUR GROUP Restated(1) Audited Audited As at As at As at 31 December 2004 31 December 2005 31 December 2006 US$’000 ASSETS Non-current assets Property, plant and equipment 122 147 652 Loans receivable 150 50 2,500 Investments 8,289 15,437 19,249 Investments in associates 6,928 6,648 8,472 Amounts due from associates 4,781 756 – Deposit for purchase of vessel – – 3,944 20,270 23,038 34,817 Current assets Loans receivable 1,200 100 3,050 Rental and utility deposits paid 227 433 375 Deposits pledged as collateral 12,614 10,082 5,053 Accounts receivable 93 465 1,491 Derivative financial instruments – – 163 Prepaid expenses 247 267 235 Interest receivable 54 20 74 Amount due from associate – – 4 Cash and bank balances 24,000 27,544 22,205 Tax receivable – – 105 38,435 38,911 32,755 Total assets 58,705 61,949 67,572 EQUITY Capital and reserves attributable to equity holders Share capital 28,000 28,000 28,000 Other Reserves – – (223) Retained earnings 12,517 21,956 31,989 Total equity 40,517 49,956 59,766 LIABILITIES Non-current Liabilities Deferred tax liabilities 178 264 636 178 264 636 Current Liabilities Amount due to associate – 11 1 Borrowings 12,526 9,041 4,222 Accounts payable 2,267 227 278 Derivative financial instruments – – 144 Accrued expenses 1,783 2,023 2,462 Tax payable 34 427 63 Dividend payable 1,400 – – Total current liabilities 18,010 11,729 7,170 Total equity and liabilities 58,705 61,949 67,572 Total liabilities 18,188 11,993 7,806 Net assets 40,517 49,956 59,766 SELECTED FINANCIAL INFORMATION AND OTHER DATA 62 Note: (1) Deposits pledged as collateral was previously classified under cash and bank balances in the audited consolidated financial statements for the financial year ended 31 December 2004. For comparative purposes, this balance had been reclassified using the classification and format in the audited consolidated financial statements for the financial years ended 31 December 2005 and 2006. SELECTED FINANCIAL INFORMATION AND OTHER DATA 63 PRO FORMA FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 On 17 April 2007, we launched the Akebono Fund in order to take advantage of the Singapore Maritime Port Authority’s Maritime Finance Incentive (“MFI”) schemes. On 13 September 2006, our wholly-owned subsidiary, Uni-Asia Capital (Singapore) Limited, was designated as an Approved Shipping Investment Manager (“ASIM”) under the Income Tax Act, Chapter 134 of Singapore (the “SITA”) by the Singapore Maritime Port Authority (“MPA”). At the same time, the MPA had also granted a designation of Approved Shipping Investment Enterprise (“ASIE”), for the Akebono Fund. Our Company has committed to invest in the Akebono Fund, together with other investors, by way of subscription for a principal amount of US$42.9 million Performance Notes issued or to be issued by the Akebono Fund pursuant to the terms of a subscription agreement dated 17 April 2007. Paragraph 23 of Part IX of the Fifth Schedule to the Securities and Futures (Offer of Investments) (Shares and Debentures) Regulations 2005 (“SFR”) requires the Prospectus to include pro forma financial statements for the most recent completed financial year where our Company has, inter alia, acquired any asset or any entity, or entered into any agreement, to acquire any asset or entity, during the period between the beginning of the most recent completed financial year and the date of registration of the Prospectus with the Authority and the net book value of that asset would have accounted for 10% or more of the net assets of our Group in respect of our most recent completed financial year. As our total committed investment amount in the Akebono Fund exceeds 10% of the net assets of our Group for FY2006, we are, accordingly, required under paragraph 23 of Part IX of the Fifth Schedule to the SFR, to include pro forma financial information in this Prospectus. In this regard, we have applied to the Authority and the Authority has granted us a waiver from compliance with the requirement under paragraph 23 of Part IX of the Fifth Schedule to the SFR to include pro forma financial statements for the financial year ended 31 December 2006, on the bases set out below. We do not have available all financial information on the Akebono Fund’s ship investments from which such pro forma financial statements can be prepared. Although our Company has identified certain vessels, consisting of existing vessels and/or newbuilds that were or may be proposed to be acquired by the Akebono Fund, the actual decision to acquire such vessels may be subject to change. In the event that the Akebono Fund decides to acquire existing vessels from the funds that our Company currently invests in, our Company may have access to the financial information relating to the historical performance of the vessels. Even if financial information on the potential vessels to be acquired by the Akebono Fund is available, we believe that it would not be advisable for our Company to rely on such financial information as a basis for preparing any pro forma financial statements for inclusion in this Prospectus, for the following reasons: (i) the historical financial performance of the vessel would not be relevant as the future performance of the vessel would be dependent on various factors, including deployment and tenure of the charters and charter rates. Charter rates are dictated by global trends and may differ from year to year. Given that the factors contributing to the financial performance of the vessel in the current year may differ from those of previous years, should our Company prepare the pro forma accounts based on the historical financial information of the vessel, it may be misleading to investors who may rely on the pro forma accounts in this Prospectus to make an investment decision, as such pro forma financial information may not be indicative of the future performance of the vessel and, consequently, our Company; and (ii) our Company may not be in a position to verify the accuracy and validity of such underlying financial information. SELECTED FINANCIAL INFORMATION AND OTHER DATA 64 The following discussion should be read in conjunction with our audited consolidated financial statements together with the related notes thereto, all of which are included elsewhere in this Prospectus. 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 Prospectus, particularly in the section entitled “Risk Factors”. OVERVIEW Uni-Asia is an Asia-based structured finance arrangement and Alternative Assets direct investment firm. Our principal activities are in: (1) structured finance – the finance arrangement of transport related assets (such as ships and aircraft), and the provision of ship charter arrangement and agency services; and (2) Alternative Assets investment/management – direct investments in and/or the arrangement and administration of Alternative Assets investments such as ships, distressed assets and real estate. We have an established base of clients that include Evergreen Group, CIDO Shipping Group and Dainichi-Invest Corporation. Income Our income comprises primarily of: (i) fee income; (ii) investment returns; (iii) income from defaulted loans; (iv) interest income; and (v) other income. Our investment returns comprise mainly realised gain on investments, return on Performance Notes and fair value adjustments on Performance Notes. Return on Performance Notes comprises interest income from Performance Notes. We derive income primarily from four main business segments, namely: (i) structured finance; (ii) ship investment/management; (iii) distressed assets investment/management; and (iv) property investment/management. (1) Structured finance This business segment relates to the finance arrangement of transport related assets (such as ships and aircrafts) and ship charter arrangement and agency services. We act as agent of and participate in the arrangement of syndicated commercial loans, tax oriented leases, and charter brokerage and we specialise mainly in shipping in Asia. Our income from structured finance accounted for 18.0%, 39.2% and 30.8% of our total income in FY2004, FY2005 and FY2006, respectively. In our structured finance business, our Company will mainly act as finance arranger. As at 31 December 2003, our Company had been contracted to arrange financing for 10 containerships, for which we would collect a fee of US$0.69 million in respect of each ship (totalling US6.9millionforall10ships),includingcompletionfeesofUS6.9 million for all 10 ships), including completion fees of US0.55 million per ship (totalling US$5.5 million for all 10 ships). As at 31 December 2006, a total of six containerships have been delivered and the fees received in respect of these containerships have been recognised as income for FY2005 or, as the case may be, FY2006. The remaining fees will be recognised as income in the year of the delivery of the relevant vessels. As at the Latest Practicable Date, two additional containerships had already been delivered in the first half of FY2007. The third containership is expected to be delivered in the 3rd quarter of FY2007 and the last containership is expected to be delivered in the 1st quarter of FY2008. Although our Company has, historically, participated in syndicated loans, we do not, moving forward, expect that participation in syndicated loans to be a material component of our income. As such, our Company does not regard itself to be exposed to any material credit and interest rate risks arising from participation in syndicated loans. The income received from participation in syndicated loans in FY2004, FY2005 and FY2006 were not significant, and are set out as follows:  FY2004: US$12,000 (representing 0.08% of the total income for that year)  FY2005: US$10,000 (representing 0.05% of the total income for that year)  FY2006: US$8,000 (representing 0.04% of the total income for that year) 65 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS In this regard, the reference to the line item “Interest income – participation in syndicated loans” in Note 7 to the audited consolidated financial statements of our Company for FY2006 (on page C-24 of this Prospectus) should be construed as interest income derived from our Company’s participation in the two bridging loans provided by our Company to Harmonic Shipping S.A. (in respect of US0.2million)andSunriseShippingS.A.(inrespectofUS0.2 million) and Sunrise Shipping S.A. (in respect of US0.1 million) and a syndicated loan to Evergreen Marine (UK) Limited, formerly known as Hatsu Marine Limited (in respect of which our Company’s income from participation was US$8,000). As at the Latest Practicable Date, the syndicated loan to Evergreen Marine (UK) Limited has been repaid in full. Our income from structured finance includes (a) arrangement fee; (b) brokerage fee; and (c) agency fee. (2) Alternative Assets investment/management (i) Ship investment/management Our ship investment activities comprise mainly direct and indirect ship investments. Our ship management activities comprise mainly the arrangement and administration of ships/ship investments held by us and/or third-parties. Our income from ship investment/management accounted for 64.8%, 49.3% and 56.6% of our total income in FY2004, FY2005 and FY2006, respectively. Our indirect ship investments include investments made in funds such as the Searex Series I Fund and the Searex Series II Fund in FY2004. We also act as the administrator and agent of the Searex Series I Fund and the Searex Series II Fund responsible for managing and arranging debt finance for the funds. Our income from ship investment/management activities include (a) arrangement fee for arranging financing for our ship investments made in partnership with other investors as well as, if any, ship investments by us in principal; (b) administration fee and incentive fee; (c) project management fee; (d) agency fee; (e) ship charter brokerage fee; and (f) investment returns from our direct investments and our investments made through investment funds, including fair value adjustments on the Performance Notes as well as the vessels in which we may have an investment. (ii) Distressed assets investment/management Our distressed assets investment/management activities comprise mainly the investment in and disposal of distressed assets in Asia (excluding Japan) and/or administration of distressed assets held by us and/or directly by third-parties. Our income from distressed assets investment/management accounted for 15.8%, 5.6% and 6.0% of our total income in FY2004, FY2005 and FY2006, respectively. Our income from distressed assets investment/management activities include fees for the provision of agency, advisory and administration services, incentive fees and investment returns from the recovery of investments in NPLs including fair value adjustments on the Performance Notes. (iii) Property investment/management Our property investment in Japan is held through Capital Advisers. Capital Advisers was our wholly- owned subsidiary before it became our associated company in May 2003 when Capital Advisers raised new equity capital from a number of independent third-party investors. Prior to May 2003, property income from Capital Advisers was consolidated in our consolidated financial statements. From May 2003, equity accounting was applied on property income from Capital Advisers after Capital Advisers became our associated company. In 2004, we held a 5.3% interest in AP Real Estate Ltd. (“AP”) and a 10% interest in RS Property Investment (“RS”). AP and RS are principally engaged in the investment and management of properties in Japan. As at 31 December 2006, we held Performance Notes of Yen 10,000 (or approximately US$84) in AP and we no longer have any interest in RS. 66 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS Factors affecting our income The key factors affecting our income include the following: (a) the performance of the shipping industry; (b) the opportunities in the real estate market in the PRC and other parts of Asia; (c) the opportunities available in the distressed assets markets in Asia; (d) the fair value of our investments; (e) the macroeconomic policies of countries in Asia such as the PRC and Japan; and (f) the economic environment in Asia. Income recognition Our arrangement fees are recognised on delivery of the asset and upon completion of the transaction when all obligations associated with the transaction are completed and when the amount of income can be measured reliably. Our agency fees and commissions are recognised when pre-agreed duties and functions of acting as an agent have been rendered. Our project management fees are recognised on an accrual basis. Our administration fee, agency fee and incentive fee from distressed loans are recognised as they crystallise according to the pre-agreed terms of contract. Our interest income is recognised on a time-proportion basis using the effective yield basis. Fair value adjustments on financial assets through profit or loss Our financial statements are prepared in conformity with the International Financial Reporting Standards (“IFRS”). Pursuant to the IFRS, certain financial assets are measured at their fair values. Performance Notes are investments with income and maturity values which fluctuate based on the distributions received from underlying assets, which are generally investments in property development companies, defaulted loans or shipping companies. Fair values of Performance Notes are determined by our interest in the fair values of each scheme’s underlying assets. Gains and losses arising from changes in the fair value of all securities are recognised in the consolidated income statement as they arise. We recognised a net gain on fair value adjustments on Performance Notes and other investments of US1.4million,US1.4 million, US1.8 million and US$3.3 million in FY2004, FY2005 and FY2006, respectively. Employee benefits expense Our employee benefits expense includes salaries (including Director’s remuneration), pension costs for defined contribution plans, staff residencies cost and other welfare cost and allowances. Employee benefits expense accounted for 75.5%, 61.6% and 64.1% of our total operating expenses in FY2004, FY2005 and FY2006, respectively. Depreciation expense Our depreciation expense include depreciation expense for leasehold improvements, depreciation expense for office equipment, depreciation expense for furniture and fixtures and depreciation expense for motor vehicles. Depreciation expense accounted for 1.1%, 1.2% and 2.9% of our total operating expenses in FY2004, FY2005 and FY2006, respectively. 67 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS Other expenses Our other expenses include rental expenses under operating leases for office premises, auditors’ remuneration, travelling and entertainment expense, net foreign exchange loss, professional services fees and miscellaneous expenses. Other expenses accounted for 27.0%, 37.3% and 32.8% of our total operating expenses in FY2004, FY2005 and FY2006, respectively. Operating profit margin Our operating profit margins for FY2004, FY2005 and FY2006 are 54.5%, 51.3% and 51.3%, respectively. Finance cost Our finance cost comprise of interest expense to financial institutions (non-related companies) being mainly interest on our bank loans and overdrafts. Share of profit from associates after tax Our Group’s share of profit from associates after tax represents our Group’s share of profit in Capital Advisers and Uni-Ships and Management Limited, and it amounted to US$0.1 million, US0.6millionandUS0.6 million and US1.9 million for FY2004, FY2005 and FY2006, respectively. Our Group’s share of profit from associates after tax increased to US1.9millioninFY2006fromUS1.9 million in FY2006 from US0.6 million in FY2005 mainly due to an increase in profit of Capital Advisers in FY2006. Capital Advisers realised a gain on disposal of its investment in three hotels in FY2006. Capital Advisers was our wholly-owned subsidiary prior to 2 May 2003 and became our associated company on 2 May 2003. We currently hold an equity interest of 44.8% in Capital Advisers. Uni-Ships and Management Limited became our associated company on 25 January 2005 and we maintain an equity interest of 30.0% of Uni-Ships and Management Limited. As at 31 December 2006, Capital Advisers invested in and acted as the asset manager of eleven hotels in Japan. The size of assets under management by Capital Advisers as at the end of FY2006 was Yen 58.5 billion (or approximately US$491.9 million). Taxation Our tax on profits has been calculated at rates of taxation prevailing in the jurisdictions in which our Group operates. As at the Latest Practicable Date, the prevailing corporate tax rates for the various jurisdictions in which our Group operates are as follows: 17.5% for Hong Kong, 18% for Singapore, 33% for the PRC and 40.65% for Japan. Our Company was incorporated in the Cayman Islands as an exempted company with limited liability under the Cayman Companies Law and, accordingly, is exempted from payment of Cayman Islands income tax. Apart from Uni-Asia Services and Agency Limited which was incorporated in Hong Kong, our Company’s other subsidiaries were incorporated in Singapore, Hong Kong, the PRC, British Virgin Islands and Japan. Offshore Property Investment Corporation, a wholly-owned subsidiary of the Company, was incorporated in the British Virgin Islands under the International Business Companies Act of the British Virgin Islands and was subsequently reregistered under the BVI Business Companies Act, and is accordingly exempted from payment of the British Virgin Islands income tax. Our Company conducts our business mainly in Asia and we have accumulated tax losses of approximately US$6.7 million from Hong Kong as at the end of FY2006. These tax losses will be carried forward against our future profits which are taxable in Hong Kong. No deferred income tax asset has been recognised by us in respect of these un-utilised tax losses during FY2004, FY2005 and FY2006. Deferred income tax assets are recognised for tax losses carried forward only to the extent that the realisation of the related tax benefit through the future taxable profits is probable in future, in accordance with our accounting policy. 68 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS REVIEW OF RESULTS OF OPERATIONS The following tables show income by the business segment and geographical segment for each of the periods under review: Income by Business Segment FY2004 FY2005 FY2006 US$’000 % US$’000 % US$’000 % (i) Structured finance income 2,669 18.0 7,165 39.2 5,994 30.8 (ii) Ship investment/management income 9,594 64.8 8,997 49.3 11,013 56.6 (iii) Distressed assets investment/management income 2,336 15.8 1,019 5.6 1,177 6.0 (iv) Property investment/management income (99) (0.6) 186 1.0 53 0.3 Unallocated 299 2.0 900 4.9 1,233 6.3 Total income 14,799 100.0 18,267 100.0 19,470 100.0 Unallocated income represents interest income from cash and cash equivalents. Income by Geographical Segment FY2004 FY2005 FY2006 US$’000 % US$’000 % US$’000 % Income Global (indeterminate location)(1) 8,353 56.5 8,918 48.8 8,896 45.7 Asia (excluding Japan)(2) 6,156 41.6 3,052 16.7 6,823 35.1 Japan(3) (9) (0.1) 5,397 29.6 2,518 12.9 Unallocated(4) 299 2.0 900 4.9 1,233 6.3 Total 14,799 100.0 18,267 100.0 19,470 100.0 Notes: (1) The global segment represents (a) income derived from our investment in ship investment funds, which do not have a fixed geographical location; (b) income from activities including ship finance arrangement and management for special purpose companies holding vessels, which have no fixed geographical location; and (c) structured finance income from our European client in the case of FY2004. (2) The Asia (excluding Japan) segment represents activities with assets or customers located in Taiwan, Indonesia, the PRC and Korea, which includes structured finance, shipping finance/investment/management and distressed assets investments. (3) The Japan segment represents income from activities (including structured finance arrangement) with assets or customers located in Japan. (4) Income from the unallocated segment represents interest income from our cash and cash equivalents held by our head office in Hong Kong and our subsidiary in Singapore. 69 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS FY2005 vs FY2004 Income Our income in FY2005 increased by 23.4% from US14.8millioninFY2004toUS14.8 million in FY2004 to US18.3 million in FY2005 mainly due to an increase in income from structured finance by US4.5millionandanincreaseininterestincomefromcashandcashequivalentsofUS4.5 million and an increase in interest income from cash and cash equivalents of US0.6 million, offset by a decrease in distressed assets income of US$1.3 million. Structured finance Our income from structured finance increased by 168.5% from US$2.7 million in FY2004 to US7.2millioninFY2005mainlyduetoanincreaseinthevalueofsyndicatedloansarrangedinFY2005.Wearranged12syndicatedloansandshipcharterarrangementtransactionstotallingapproximatelyUS7.2 million in FY2005 mainly due to an increase in the value of syndicated loans arranged in FY2005. We arranged 12 syndicated loans and ship charter arrangement transactions totalling approximately US930.2 million and generating US7.1millioninarrangement,brokerageandagencyfeesinFY2005,ascomparedtofivesyndicatedloansandtaxleasestotallingapproximatelyUS7.1 million in arrangement, brokerage and agency fees in FY2005, as compared to five syndicated loans and tax leases totalling approximately US417.3 million and generating US2.6millioninarrangementandagencyfeesinFY2004.Shipinvestment/managementOurincomefromshipinvestment/managementinFY2005wasUS2.6 million in arrangement and agency fees in FY2004. Ship investment/management Our income from ship investment/management in FY2005 was US9.0 million compared to US9.6millioninFY2004.Ourincomefromshipinvestment/managementinFY2005includefeeincomecomprisingarrangementfeesandagencyfeesofUS9.6 million in FY2004. Our income from ship investment/management in FY2005 include fee income comprising arrangement fees and agency fees of US1.0 million, administration fees and incentive fees of US2.5millionprimarilyduetothehigherlevelofadministrationfeesreceivedasaresultofthelaunchoftheSearexSeriesIandSeriesIIFunds,projectmanagementfeesofUS2.5 million primarily due to the higher level of administration fees received as a result of the launch of the Searex Series I and Series II Funds, project management fees of US0.8 million, as well as investment returns comprising interest on Performance Notes of US2.5millionandfairvalueadjustmentonPerformanceNotesofUS2.5 million and fair value adjustment on Performance Notes of US2.4 million. Our income from ship investment/management in FY2004 include fee income comprising arrangement fees and agency fees of US1.3million,administrationfeesandincentivefeesofUS1.3 million, administration fees and incentive fees of US1.4 million, investment returns comprising interest on ship investments and Performance Notes of US2.5millionandUS2.5 million and US2.6 million respectively, fair value adjustment on Performance Notes of US1.6millionandothersofUS1.6 million and others of US0.2 million. A second shipping fund Searex Series II Fund with an asset size of approximately US100millionwassuccessfullylaunchedinDecember2004.ThisfundcontributedatotalUS100 million was successfully launched in December 2004. This fund contributed a total US0.4 million fee income and investment return to us in FY2005. During the year, the Searex Series I Fund sold a small handy size bulk carrier, Ocean Time, in FY2005. As at 31 December 2005, our total ship investments through equity shares and Performance Notes amounted to US3.7millionandUS3.7 million and US9.7 million respectively. Distressed assets investment/management Our income from distressed assets investment/management decreased by 56.4% from US2.3millioninFY2004toUS2.3 million in FY2004 to US1.0 million in FY2005. The decrease in income was mainly due to the full recovery in FY2004 of one distressed asset which we directly invested in which contributed US1.9millionofincomeinFY2004.Werecordedfeeincomecomprisingagency,advisory,administrationandincentivefeesofUS1.9 million of income in FY2004. We recorded fee income comprising agency, advisory, administration and incentive fees of US0.3 million and investment return comprising return on Performance Notes of US$0.1 million in FY2004 from AAA Series I Fund and AAA Series II Fund. 70 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS We recorded fee income comprising agency, advisory, administration and incentive fees of US$0.7 million and investment return comprising return on Performance Notes of US0.3millioninFY2005fromAAASeriesIFundandAAASeriesIIFunds.Asat31December2005,thenominalvalueofthePerformanceNotesoutstandingonthebalancesheetsofAAASeriesIFundandAAASeriesIIFundwasUS0.3 million in FY2005 from AAA Series I Fund and AAA Series II Funds. As at 31 December 2005, the nominal value of the Performance Notes outstanding on the balance sheets of AAA Series I Fund and AAA Series II Fund was US5.3 million (2004: US5.6million)ofwhichourshareofinterestwasUS5.6 million) of which our share of interest was US1.7 million (2004: US1.8million).Propertyinvestment/managementWerecordedinterestreturnonPerformanceNotesissuedbyAPandRSofUS1.8 million). Property investment/management We recorded interest return on Performance Notes issued by AP and RS of US0.1 million and fair valuation gain from our investments in AP and RS of US0.1million.Asat31December2005,weheldPerformanceNotesonAPandRSofYen10,000(orapproximatelyUS0.1 million. As at 31 December 2005, we held Performance Notes on AP and RS of Yen 10,000 (or approximately US84) and Yen 23.2 million (or approximately US$0.2 million) respectively. Operating expenses Our operating expenses increased by 32.2% from US$6.7 million in FY2004 to US8.9millioninFY2005mainlyduetoanincreaseinrentalofUS8.9 million in FY2005 mainly due to an increase in rental of US0.2 million following the relocation of our office in Hong Kong, an increase in employee benefits expense of US0.4millionduetoanincreaseinourheadcountandsalaryadjustments,anincreaseinprofessionalfeesofUS0.4 million due to an increase in our headcount and salary adjustments, an increase in professional fees of US0.5 million and an increase in net foreign exchange loss of US$0.4 million arising from translation losses mainly from our investments in Japan. Operating profit and operating profit margin Our operating profit increased by 16.1% from US$8.1 million in FY2004 to US$9.4 million in FY2005. Our operating profit margin decreased slightly from 54.5% in FY2004 to 51.3% in FY2005. The decrease in our operating profit margin is mainly due to the increase in our operating expenses relating to an increase in professional fees by US$0.5 million and office rental expenses by US0.2million.TaxationOurtaxexpenseincreasedfromUS0.2 million. Taxation Our tax expense increased from US0.2 million in FY2004 to US$0.5 million in FY2005 mainly due to higher taxable income recorded in FY2005. Profit for the year Based on the foregoing, our profit for the year increased by 18.9% from US$7.9 million in FY2004 to US$9.4 million in FY2005 mainly due to an increase in structured finance income in FY2005. FY2006 vs FY2005 Income Our income increased by 6.6% from US$18.3 million in FY2005 to US19.5millioninFY2006dueprimarilytoaUS19.5 million in FY2006 due primarily to a US2.0 million increase in income from ship investment/management, a US0.2millionincreaseinincomefromourdistressedassetsinvestment/managementactivitiesandaUS0.2 million increase in income from our distressed assets investment/management activities and a US0.3 million increase in interest income, offset by a US1.2milliondecreaseinincomefromstructuredfinanceandaUS1.2 million decrease in income from structured finance and a US0.1 million decrease in income from property investment/management. Structured finance Our income from structured finance decreased by 16.3% from US7.2millioninFY2005toUS7.2 million in FY2005 to US6.0 million in FY2006 mainly due to a decrease in the number and total volume of syndicated transactions arranged in FY2006. We arranged six syndicated loans and ship charter arrangement transactions totalling approximately US459.9millionandgeneratingUS459.9 million and generating US6.0 million in arrangement, brokerage and agency fees in FY2006 as compared to 12 syndicated loans and ship charter arrangement transactions totalling approximately US930.2millionandgeneratingUS930.2 million and generating US7.1 million in arrangement, brokerage and agency fees in FY2005. 71 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS Ship investment/management Our income from ship investment/management in FY2006 totalled US11.0millionascomparedtoUS11.0 million as compared to US9.0 million in FY2005. This increase of US2.0millionwasmainlydueto(a)increaseofUS2.0 million was mainly due to (a) increase of US1.8 million in investment return in respect of our Performance Notes in Searex I; and (b) an increase of US1.3millioninthefairvaluationgainduetotheimprovementoftheshippingmarket,offsetbyareductionofapproximatelyUS1.3 million in the fair valuation gain due to the improvement of the shipping market, offset by a reduction of approximately US1.0 million in fee income derived from ship investment/management. Our income from ship investment/management in FY2006 include fee income comprising arrangement and agency fees of US1.4million,administrationfeesandincentivefeesofUS1.4 million, administration fees and incentive fees of US1.9 million, as well as investment returns comprising interest in Performance Notes of US4.3million,fairvalueadjustmentonPerformanceNotesofUS4.3 million, fair value adjustment on Performance Notes of US1.2 million and fair value adjustments on ship investments of US1.9million.Asat31December2006,ourtotalshipinvestmentsthroughequitysharesandPerformanceNotesamountedtoUS1.9 million. As at 31 December 2006, our total ship investments through equity shares and Performance Notes amounted to US8.3 million and US$9.7 million respectively. Distressed assets investment/management Our income from distressed assets investment/management increased by 15.5% from US$1.0 million in FY2005 to US1.2millioninFY2006.InFY2006,werecordedfeeincomecomprisingagency,advisory,administrationandincentivefeesofUS1.2 million in FY2006. In FY2006, we recorded fee income comprising agency, advisory, administration and incentive fees of US0.7 million and investment return comprising return on Performance Notes of US0.4millionandfairvalueadjustmentonperformancenotesfromAAASeriesIandSeriesIIFundsofUS0.4 million and fair value adjustment on performance notes from AAA Series I and Series II Funds of US0.1 million. AAA Series I Fund expired in FY2006. As at 31 December 2006, the aggregate nominal value of the Performance Notes outstanding on the balance sheet of AAA Series II Fund totalled US2.7million(theaggregatenominalvalueofthePerformanceNotesoutstandingonthebalancesheetsofAAASeriesIandIIFundstotalledUS2.7 million (the aggregate nominal value of the Performance Notes outstanding on the balance sheets of AAA Series I and II Funds totalled US5.3 million as at 31 December 2005) of which our share of interest was US0.9million(ourshareofinterestofAAASeriesIandSeriesIIFundstotalledUS0.9 million (our share of interest of AAA Series I and Series II Funds totalled US1.7 million as at 31 December 2005). Drawdown of AAA Series II Performance Notes took place on 21 December 2006 and AAA Series I Performance Notes were fully redeemed on 22 December 2006. Property investment/management We recorded fair value adjustment on our investment in Performance Notes in RS of approximately US50,000inFY2006.ThesePerformanceNotesonRSwerefullyredeemedinMarch2006.Asat31December2006,weheldPerformanceNotesonAPofYen10,000(orapproximatelyUS50,000 in FY2006. These Performance Notes on RS were fully redeemed in March 2006. As at 31 December 2006, we held Performance Notes on AP of Yen 10,000 (or approximately US84). Operating expenses Our operating expenses increased by 6.6% from US8.9millioninFY2005toUS8.9 million in FY2005 to US9.5 million in FY2006 due primarily to an increase in our rental expenses of US0.2millionfollowingtherelocationofourofficeinHongKong,SingaporeandJapanandanincreaseofUS0.2 million following the relocation of our office in Hong Kong, Singapore and Japan and an increase of US0.6 million in employee benefits expense due to an increase in our headcount and salary adjustments. There was a reduction of foreign exchange loss of US$0.3 million in FY2006 as compared to FY2005. Operating profit and operating profit margin Our operating profit increased by 6.6% from US$9.4 million in FY2005 to US$10.0 million in FY2006. Our operating profit margin remained consistent at 51.3% for FY2005 and FY2006. Taxation Our tax expense was US$0.4 million in FY2006 as compared to US$0.5 million in FY2005. Our tax expense in FY2006 was mainly attributable to taxable income earned in Singapore and an increase in deferred tax liability provision made in relation to the withholding tax of 20% that had been withheld in accordance with Japanese tax laws, in respect of the profits arising from our Company’s investment in Capital Advisers. 72 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS Profit for the Year Our profit for the year increased by 21.1% from US$9.4 million in FY2005 to US11.4millioninFY2006basedontheforegoingandduepartlytoaUS11.4 million in FY2006 based on the foregoing and due partly to a US1.3 million increase in our share of profit from Capital Advisers, our associated company. REVIEW OF FINANCIAL POSITION Non-current assets As at 31 December 2006, our non-current assets amounted to US34.8million,comprisingUS34.8 million, comprising US0.7 million in property, plant and equipment, US2.5millioninloansreceivable,US2.5 million in loans receivable, US3.9 million in deposit for the acquisition of a vessel, US19.2millionininvestmentsandUS19.2 million in investments and US8.5 million in investments in associates. Our investments of US19.2millioncomprisedmainlyUS19.2 million comprised mainly US9.7 million in Performance Notes of unlisted shipping companies, US8.3millioninsharesofshippingcompaniesengagedinshipinvestmentandmanagementandUS8.3 million in shares of shipping companies engaged in ship investment and management and US1.0 million in unlisted Performance Notes of distressed debt. Our investments in associates of US8.5millioncomprisemainlyofourinvestmentinCapitalAdvisers.OurloansreceivablesofUS8.5 million comprise mainly of our investment in Capital Advisers. Our loans receivables of US2.5 million refers to the bridging loan granted to Sunrise Shipping S.A. The interest rate payable on this bridging loan is 6% per annum. As at the Latest Practicable Date, the bridging loan remains payable and will mature on 11 September 2011. Current assets As at 31 December 2006, our current assets amounted to US32.8million,comprisingUS32.8 million, comprising US3.1 million of loans receivables, US0.4millionofrentalandutilitydepositspaid,US0.4 million of rental and utility deposits paid, US5.1 million of deposits pledged as collateral, US1.5millionofaccountsreceivable,US1.5 million of accounts receivable, US0.2 million of prepaid expenses, US0.1milliontaxreceivable,approximatelyUS0.1 million tax receivable, approximately US74,000 of interest receivable, US22.2millionofcashandbankbalances,approximatelyUS22.2 million of cash and bank balances, approximately US4,000 of amount due from associates and US0.16millionofderivativefinancialinstruments.OurloansreceivablesofUS0.16 million of derivative financial instruments. Our loans receivables of US3.0 million refers primarily to the bridging loan granted to Harmonic Shipping S.A. The interest payable on this bridging loan was set as the rate of LIBOR + 2% per annum. The bridging loan was fully repaid on 30 April 2007. As shown in the Group’s balance sheet as at 31 December 2006, there is an amount of US5.1millionofdeposits.ThisamountispledgedascollateralforaJapaneseYendenominatedrevolvingbankloanfacilitiesusedforhedging.Non−CurrentLiabilitiesThisreferstoourdeferredtaxliabilitiesofUS5.1 million of deposits. This amount is pledged as collateral for a Japanese Yen denominated revolving bank loan facilities used for hedging. Non-Current Liabilities This refers to our deferred tax liabilities of US0.6 million as at 31 December 2006. Current Liabilities As at 31 December 2006, our current liabilities amounted to US7.2million,comprisingUS7.2 million, comprising US4.2 million of borrowings, US0.3millionofaccountspayable,US0.3 million of accounts payable, US2.5 million of accrued expenses, tax payable of approximately US63,000,amountduetoassociateofapproximatelyUS63,000, amount due to associate of approximately US1,000 and US0.1millionofderivativefinancialinstruments.TheborrowingsofUS0.1 million of derivative financial instruments. The borrowings of US4.2 million is revolving on an annual basis and bears an interest rate of floating Yen LIBOR and were secured against our cash deposits as at 31 December 2006. Our cash deposits as at 31 December 2006 is US5.1million.EquityAsat31December2006,ourequitycomprisedanissuedsharecapitalofUS5.1 million. Equity As at 31 December 2006, our equity comprised an issued share capital of US28.0 million, retained earnings of US32.0millionandotherreservesofUS32.0 million and other reserves of US(0.2) million. 73 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS INDEBTEDNESS Borrowings and collaterals As at 31 December 2006, we had total outstanding borrowings amounting to US4.2million,whichrelatetoaloanofYen502.0million(orapproximatelyUS4.2 million, which relate to a loan of Yen 502.0 million (or approximately US4.2 million). This loan is secured by a cash deposit of US5.1million.Asat31December2006,ourmaterialcreditfacilitiesincludethefollowing:BorrowingsoutstandingasatBankandtypeofFacility31DecemberDurationofPurposeoffacilityamount2006thefacilitythefacilityInterestrateMizuhoCorporateUS5.1 million. As at 31 December 2006, our material credit facilities include the following: Borrowings outstanding as at Bank and type of Facility 31 December Duration of Purpose of facility amount 2006 the facility the facility Interest rate Mizuho Corporate US5.0 million Nil Revolving loan Working capital 0.5% per Bank, Ltd., Revolving facility annum over Loan Facility Cost of Funds(1) Mizuho Corporate US$10.0 million Nil Up to 1 year Hedging – Bank, Ltd., Foreign from 1 April instruments Exchange Facility 2005, subject to automatic renewal Hong Kong and Yen 1,648 Yen 502.0 30 April 2007 Hedging 0.30% over 1,2, Shanghai Banking million million to 1 April 2008 instruments 3 or 6 months Corporation, (or approximately (or approximately JPY LIBOR Revolving JPY Loan US$13.8 million) US4.2million)Note:(1)Actualcosttothebankoffundinganadvanceorothercreditutilisationoranysumdueunderthefacilitiesinthecurrencyofthesum.Thefollowingtablesummarisesourrepaymentobligationsinconnectionwithourbankborrowingsasat31December2006:AuditedAsat31December2006US4.2 million) Note: (1) Actual cost to the bank of funding an advance or other credit utilisation or any sum due under the facilities in the currency of the sum. The following table summarises our repayment obligations in connection with our bank borrowings as at 31 December 2006: Audited As at 31 December 2006 US’000 Payable: - within one year 4,222 - after one year but within five years – Total borrowings 4,222 Contingent liabilities On 27 November 2006, our Group extended a performance guarantee to Xing Long Maritime S.A for the amount of Yen 4.69 billion (or approximately US$39.5 million) for the due performance by Panmax under the Shipsales Contract. 74 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES Our operations have been funded through a combination of cash generated from our operating activities and external cash reserves. The principal uses of these funds are to meet working capital requirements and operating costs, and for capital expenditure, repayment of borrowings and investments. We anticipate that cash generated from our operating and investing activities, together with our cash and cash equivalents, will be sufficient to fund the operations of our business and meet our current working capital requirements for the next 12 months. The following table summarises our cash flow data in FY2004, FY2005 and FY2006: US$’000 FY2004 FY2005 FY2006 Net cash generated from operating activities 2,928 2,659 1,146 Net cash flow generated from investing activities 15,618 5,245 114 Net cash used in financing activities (4,590) (4,930) (6,524) Cash and cash equivalents at the end of the year 24,000 27,544 22,205 Operating activities In FY2004, we recorded a profit before tax of US8.1million.Afteradjustingfornon−cashandnon−operationalitems(comprisingprimarilydepreciation,interestincomeandexpenses,resultsofassociates,netforeignexchangeloss,incomefromdefaultedloansandinvestmentreturns)ofUS8.1 million. After adjusting for non-cash and non- operational items (comprising primarily depreciation, interest income and expenses, results of associates, net foreign exchange loss, income from defaulted loans and investment returns) of US9.2 million and working capital changes of US3.7million,thecashgeneratedfromoperationswasUS3.7 million, the cash generated from operations was US2.6 million. We received interest on bank balances of US0.3million.TheseresultedinnetcashgeneratedfromoperatingactivitiesofUS0.3 million. These resulted in net cash generated from operating activities of US2.9 million in FY2004. In FY2005, we recorded a profit before tax of US9.9million.Afteradjustingfornon−cashandnon−operationalitems(comprisingprimarilydepreciation,interestincomeandexpenses,resultsofassociates,netforeignexchangeloss,gainondisposaloffixedassetsandinvestmentreturns)ofUS9.9 million. After adjusting for non-cash and non- operational items (comprising primarily depreciation, interest income and expenses, results of associates, net foreign exchange loss, gain on disposal of fixed assets and investment returns) of US6.0 million and working capital changes of US2.2million,thecashgeneratedfromoperationswasUS2.2 million, the cash generated from operations was US1.7 million. We received interest on bank balances of US0.9million.TheseresultedinnetcashgeneratedfromoperatingactivitiesofUS0.9 million. These resulted in net cash generated from operating activities of US2.7 million in FY2005. In FY2006, we recorded a profit before tax of US11.8million.Afteradjustingfornon−cashandnon−operationalitems(comprisingprimarilydepreciation,interestincomeandexpenses,resultsofassociates,netforeignexchangeloss,lossondisposaloffixedassetsandinvestmentreturns)ofUS11.8 million. After adjusting for non-cash and non- operational items (comprising primarily depreciation, interest income and expenses, results of associates, net foreign exchange loss, loss on disposal of fixed assets and investment returns) of US10.9 million and working capital changes of US0.4million,thecashgeneratedfromoperationswasUS0.4 million, the cash generated from operations was US0.4 million. We received interest on bank balances of US1.2millionandpaidincometaxofUS1.2 million and paid income tax of US0.5 million. These resulted in net cash generated from operating activities of US1.1millioninFY2006.InFY2004,theworkingcapitalinflowsweremainlytheresultofadecreaseinaccountsreceivableofUS1.1 million in FY2006. In FY2004, the working capital inflows were mainly the result of a decrease in accounts receivable of US0.6 million, an increase in accounts payable of US1.9millionandanincreaseinaccruedexpensesofUS1.9 million and an increase in accrued expenses of US1.3 million. In FY2005, the working capital outflows were mainly the result of an increase in rental and utility deposits paid of US0.2million,anincreaseinaccountsreceivableofUS0.2 million, an increase in accounts receivable of US0.2 million and a decrease in accounts payable of US2.0million.InFY2006,theworkingcapitaloutflowsweremainlytheresultofanincreaseinaccountsreceivableofUS2.0 million. In FY2006, the working capital outflows were mainly the result of an increase in accounts receivable of US1.1 million and offset by an increase in accrued expenses of US$0.4 million. 75 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS Investing activities Net cash generated from investing activities was US$15.6 million in FY2004 mainly due to proceeds from sale of investments in EuroAsia III, Inc, and AP Real Estate Ltd. of US2.6million,dividendreceivedfrominvestmentsinEuroAsiaIII,Inc,andSearexSeriesIFundofUS2.6 million, dividend received from investments in EuroAsia III, Inc, and Searex Series I Fund of US2.9 million, repayment of principal and interest from loans to Capital Advisers of US4.9million,loansrepaymentfromHatsuMarineandSearexSeriesIFundofUS4.9 million, loans repayment from Hatsu Marine and Searex Series I Fund of US2.0 million, sale of default loans of US1.6million,reductionofUS1.6 million, reduction of US4.6 million in deposits pledged as collateral in respect of a Japanese Yen borrowing in respect of our investment in Capital Advisers, following the partial repayment of such Japanese Yen borrowing, interests received on Performance Notes of US2.7millionfromAAASeriesIandSeriesIIFundsandSearexIFundandproceedsfromsettlementofforeignexchangecontractsofUS2.7 million from AAA Series I and Series II Funds and Searex I Fund and proceeds from settlement of foreign exchange contracts of US10.3 million for AAA Series I and Series II Funds. This was partially offset by cash used for the purchase of investments in AAA Series I and Series II Funds and Searex Series I Fund of US4.6million,andloansadvancedtoEverUnionLtd.(which,attherelevanttime,wasaninvesteecompanyundertheSearexSeriesIIFund)ofUS4.6 million, and loans advanced to Ever Union Ltd. (which, at the relevant time, was an investee company under the Searex Series II Fund) of US1.1 million and purchase of foreign exchange contracts of US10.3million.NetcashusedininvestingactivitieswasUS10.3 million. Net cash used in investing activities was US5.3 million in FY2005 mainly due to the purchase of investments in AAA Series I and II Funds, Searex Series I and II Funds, Falcon Containership S.A., Fortitude Containership S.A., Union Containership S.A. and Harmonic Shipping S.A., of US9.8millionandpurchaseofforeignexchangecontractsofUS9.8 million and purchase of foreign exchange contracts of US25.4 million. This was partially offset by proceeds from sale of investments in AAA Series I and Series II Funds, Searex Series I and Series II Funds, Euroasia II, Glad Mate Ltd, RS Property Investment and AP Real Estate Ltd of US2.9million,repaymentofprincipalandinterestfromloanstoassociateofUS2.9 million, repayment of principal and interest from loans to associate of US4.1 million, loan repayment of US1.2millionextendedtoHatsuMarineandEverUnionLtd.,decreaseindepositspledgedascollateralofUS1.2 million extended to Hatsu Marine and Ever Union Ltd., decrease in deposits pledged as collateral of US2.5 million, interests received on Performance Notes of US4.4millionfromSearexIFund,AAASeriesIandIIFundsandCapitalAdvisersandsettlementofforeignexchangecontractsofUS4.4 million from Searex I Fund, AAA Series I and II Funds and Capital Advisers and settlement of foreign exchange contracts of US25.5 million. Net cash generated from investing activities was US0.1millioninFY2006mainlyduetoproceedsfromredemptionofPerformanceNotesofAAASeriesIandSeriesIIFundsandSearexSeriesIandSeriesIIFundsofUS0.1 million in FY2006 mainly due to proceeds from redemption of Performance Notes of AAA Series I and Series II Funds and Searex Series I and Series II Funds of US3.8 million, repayment of principal and interest from loans to associate of US0.8million,repaymentofaloanextendedtoHarmonicShippingS.A.,SunriseShippingS.A.andHatsuMarineofUS0.8 million, repayment of a loan extended to Harmonic Shipping S.A., Sunrise Shipping S.A. and Hatsu Marine of US11.5 million, interest received on Performance Notes of US4.7millionfromAAASeriesIandSeriesIIFundsandSearexSeriesIandSeriesIIFundsandareductionofUS4.7 million from AAA Series I and Series II Funds and Searex Series I and Series II Funds and a reduction of US5.0 million in deposits pledged as collateral in respect of a Japanese Yen borrowing in respect of our investment in Capital Advisers, following the partial repayment of such Japanese Yen borrowing. This was partially offset by cash used for purchase of Performance Notes of AAA Series I Fund and Searex Series II Fund of US1.5million,paymentofshareholdersloanofUS1.5 million, payment of shareholders loan of US2.8 million to Harmonic Shipping S.A. and Sunrise Shipping S.A., loans advanced to Harmonic Shipping S.A. and Sunrise Shipping S.A of US16.9million,depositpaidforpurchaseofavesselofapproximatelyUS16.9 million, deposit paid for purchase of a vessel of approximately US3.9 million from Xing Long, and purchase of fixed assets of US0.8million.FinancingactivitiesNetcashusedinfinancingactivitieswasUS0.8 million. Financing activities Net cash used in financing activities was US4.6 million in FY2004. This was mainly due to interest paid on bank borrowings of US0.1million,repaymentofbankborrowingsofUS0.1 million, repayment of bank borrowings of US4.8 million and dividend paid to shareholders of US0.8million.ThiswaspartiallyoffsetbynewbankborrowingsofUS0.8 million. This was partially offset by new bank borrowings of US1.1 million. Net cash used in financing activities was US4.9millioninFY2005mainlyduetointerestpaidonborrowingsofUS4.9 million in FY2005 mainly due to interest paid on borrowings of US0.1 million, repayment of borrowings of US3.5millionanddividendpaymentofUS3.5 million and dividend payment of US1.4 million. Net cash used in financing activities was US6.5millioninFY2006mainlyduetointerestpaidonborrowingsofUS6.5 million in FY2006 mainly due to interest paid on borrowings of US0.1 million, repayment of bank borrowings of US7.0millionanddividendpaymentofUS7.0 million and dividend payment of US1.4 million. The cash outflows, including a cash outflow of US0.2millionfrominterimexpensesincurredinrespectoftheInvitation,werepartiallyoffsetbycashinflowfromnewbankborrowingsofUS0.2 million from interim expenses incurred in respect of the Invitation, were partially offset by cash inflow from new bank borrowings of US2.2 million. 76 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS CAPITAL EXPENDITURE, INVESTMENTS, DIVESTMENTS AND COMMITMENTS Capital Expenditure Our capital expenditure for the past three financial years from FY2004 to FY2006, and for the period from 1 January 2007 up to the Latest Practicable Date, are as follows: From 1 January 2007 up to the Latest US$’000 FY2004 FY2005 FY2006 Practicable Date Leasehold improvements 49 2 666 – Office equipment 58 38 55 89 Furniture and fixtures – – 117 1 Motor vehicles – 93 0 0 Total 107 133 838 90 Our material investments and divestments for the past three financial years from FY2004 to FY2006, and for the period from 1 January 2007 up to the Latest Practicable Date, are as follows: Investments and Divestments From 1 January 2007 up to the Latest US$’000 FY2004 FY2005 FY2006 Practicable Date Investment AAA Strategic Investment - Series II 1,467 285 140 – EuroAsia II 50 – – – EuroAsia III 109 – – Searex Assets Management Limited - Series I 5,000 706 – – - Series II – 4,500 1,435 – Glad Mate 1,000 – – – Container Vessel Fund – 1,926 – 214 Harmonic Shipping S.A. – 2,100 65 3,230 Sunrise Shipping S.A. – – 2,700 – Uni-Ships and Management Limited – 39 – – Rich Containership S.A. – – – 1,000 Matin Shipping Limited – – – 1,203 Akebono Capital Limited – – – 2,800 Total 7,626 9,556 4,340 8,447 77 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS From 1 January 2007 up to the Latest US$’000 FY2004 FY2005 FY2006 Practicable Date Divestments AAA Strategic Investment - Series I 320 151 28 – - Series II 311 150 967 – EuroAsia II 113 113 75 259 EuroAsia III 500 – – – Searex Assets Management Limited - Series I 2,353 530 1,382 – - Series II – – 1,272 4,663 Ocean Target Limited 1,130 – – – Ocean Time Limited 928 – – – South China International Leasing Co Ltd 366 – – – Glad Mate Ltd – 1,249 – – RS Property Investment – 185 105 – AP Real Estate Ltd. 284 262 – – Harmonic Shipping S.A. – – – 5,391 Other Investments 61 – – – Total 6,366 2,640 3,829 10,313 Capital Commitments We do not have any material capital commitments as at the Latest Practicable Date. The following table summarises our proposed investments as at the Latest Practicable Date: US$’000 Investments Shipping funds and investments 12,200 Investment in vessels - Investment in container vessels 5,000 17,200 Our planned capital expenditure for FY2007 will be financed from internal sources. Please refer to the section entitled “General Information on our Group – Business Strategy and Future Plans” for further details. Lease Commitments Our lease commitments comprise rent payable by our Group for the leased properties disclosed in the section entitled “General Information on our Group – Properties”. As at the Latest Practicable Date, we have the following lease commitments in respect of our properties: US$’000 Within one year 1,176 Later than one year and not later than five years 647 Total 1,823 78 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS FOREIGN EXCHANGE EXPOSURE Our foreign exchange exposures give rise to market risk associated with exchange rate movements against the US$, our functional and reporting currency. As a result of our global operations, we conduct our business in various foreign currencies, principally US,HK, HK, SandYen.OurincomeisdenominatedmainlyinUS and Yen. Our income is denominated mainly in US while our operating expenses are mainly denominated in HK,US, US, SandYen.OurinvestmentsaremainlydenominatedinUS and Yen. Our investments are mainly denominated in US and Yen and our cash and cash equivalents are mainly denominated in US.Ourforeignexchangeriskarisesmainlyfromacurrencymismatchbetweenourincomeandexpenses.Totheextentthatourincomeandexpensesarenotnaturallymatchedinthesamecurrencyandtotheextentthattherearetimingdifferencesinthecollectionsandpayments,wemaybesusceptibletoforeignexchangeexposure.Ournetforeignexchangelossesareasfollows:FY2004FY2005FY2006Netforeignexchangeloss(US. Our foreign exchange risk arises mainly from a currency mismatch between our income and expenses. To the extent that our income and expenses are not naturally matched in the same currency and to the extent that there are timing differences in the collections and payments, we may be susceptible to foreign exchange exposure. Our net foreign exchange losses are as follows: FY2004 FY2005 FY2006 Net foreign exchange loss (US’000) 20 453 180 As a % of our Group’s profit before tax (%) 0.2 4.6 1.5 Our income is mainly denominated in US$ in FY2004, FY2005 and FY2006. Our operating expenses denominated in the various currencies for the last three financial years from FY2004 to FY2006 are as follows: As a percentage of operating expenses (%) FY2004 FY2005 FY2006 HK$ 44.1 47.3 48.6 US32.326.833.8Yen10.015.16.0S 32.3 26.8 33.8 Yen 10.0 15.1 6.0 S 13.1 9.9 11.0 Others 0.5 0.9 0.6 Total 100.0 100.0 100.0 During the past three financial years, we have had no significant exposure to foreign currency risk from our investments. Our exposure to foreign exchange was mainly due to fluctuations between Yen and USinvestmentsinJapan,includingourinvestmentinCapitalAdvisers,aswellasouroperationsinJapanandSingaporewhereouroperatingexpensesaremainlydenominatedinYenandS investments in Japan, including our investment in Capital Advisers, as well as our operations in Japan and Singapore where our operating expenses are mainly denominated in Yen and S. We seek to minimise our exposure to foreign currency movements on certain significant Yen denominated assets by borrowing a comparable amount of Yen. Our borrowings as at 31 December 2004, 2005 and 2006 amounted to Yen 1.2 billion, Yen 1.1 billion and Yen 0.5 billion respectively (or approximately US11.6million,US11.6 million, US9.3 million and US$4.2 million respectively), hedging against Yen denominated equity investments in, and shareholder’s loans extended to, Capital Advisers of Yen 1.2 billion, Yen 0.84 billion and Yen 1.0 billion as at 31 December 2004, 2005 and 2006 respectively (or approximately US$11.6 million, US7.1millionandUS7.1 million and US8.4 million respectively). 79 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS Moving forward, our Company intends to hedge all ship investments that are not denominated in US$. All future hedging transactions would be subject to an approval process, including the review of our Company’s terms by our Management Committee as stated in our Company’s standard operating procedure (“SOP”) for investments, which sets out certain requirements in respect of such derivatives transactions: (a) A back-to-back guarantee for the forward contract should be arranged with the bank and the relevant SPC; (b) For each forward contract provided to an SPC, the forward contract should be completed within a maximum period of 6 months; (c) For each forward contract entered into by our Company on behalf of the SPC, the contract amount should not exceed a maximum amount of US$10 million, and the total value of forward contracts entered into by our Company on behalf of our SPCs should not, at any time, exceed the maximum amount of US$20 million in aggregate; (d) A certain margin on the contract amount should be charged by our Company to that SPC for providing the financial arrangement; (e) The purpose of entering into foreign exchange contracts is limited for hedging purposes only. Foreign exchange contracts shall not be entered into for the purposes of speculation; and (f) The forward contract arrangement should be approved by one of our Executive Directors and our Company’s head of our finance department, provided that no outstanding contract is expected at year end. If one or more of the above criteria is not met, our Company may seek the approval of our Executive Directors by consulting the Review Committee (in accordance with the procedure as discussed under the section entitled “Internal Investment Approval Process” on page 125 of this Prospectus). We intend to minimise our exposure to foreign currency movements on Yen denominated transactions by entering into forward foreign exchange contracts. As at the end of FY2004 and FY2005, we had no outstanding foreign exchange contracts. As at the end of 2006, there was a Yen 1 billion (or approximately US$8.6 million) USforwardcontractoutstandingwhichwasguaranteedbyaback−to−backarrangementwithashippingSPCfortheequivalentamountinYenuponmaturityofthatcontract.Movingforward,wemayenterintosimilararrangementstohedgefuturetransactionsonbehalfofourshippingSPCs.AsattheLatestPracticableDate,wehadnooutstandingforeignexchangecontracts.Theforeignexchangegain/(losses)onYenborrowingsinFY2004,FY2005andFY2006thatwereoffsetagainstexchangemovementsonthenetinvestmentinCapitalAdviserswereUS forward contract outstanding which was guaranteed by a back-to-back arrangement with a shipping SPC for the equivalent amount in Yen upon maturity of that contract. Moving forward, we may enter into similar arrangements to hedge future transactions on behalf of our shipping SPCs. As at the Latest Practicable Date, we had no outstanding foreign exchange contracts. The foreign exchange gain/(losses) on Yen borrowings in FY2004, FY2005 and FY2006 that were offset against exchange movements on the net investment in Capital Advisers were US262,000, US(879,000)andUS(879,000) and US(61,000), respectively. In FY2006, we continued to undertake the net investment hedge against our investment in Capital Advisers. We continue to monitor the level of hedging amounts on an ongoing basis. CRITICAL ACCOUNTING POLICIES Our consolidated financial information has been prepared in accordance with IFRS, which requires us to make judgments, estimates and assumptions that affect (1) the reported amounts of our assets and liabilities; (2) the disclosure of our contingent assets and liabilities at the end of each fiscal period; and (3) the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and reasonable assumptions, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application. 80 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS When reviewing our financial statements, investors should consider (1) our selection of critical accounting policies; (2) the judgment and other uncertainties affecting the application of those policies; and (3) the sensitivity of reported results to changes in conditions and assumptions. We believe the following accounting policies involve the most significant judgment and estimates used in the preparation of our financial statements. Financial Assets We classify our financial assets in the following categories: (a) at fair value through profit or loss; and (b) loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of our assets at initial recognition and re-evaluates this designation at every reporting date. (a) Financial assets at fair value through profit or loss This category has two sub-categories: ‘financial assets held for trading’ and those designated at fair value through profit and loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Derivatives are also categorised as ‘held for trading’ unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within 12 months of the balance sheet date. (b) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. These are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans are classified as “Loans Receivable” in the balance sheet. Purchases and sales of investments are recognised at trade date – the date on which we commit to buy or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. In the income statement, investments are initially recognised at fair value and transaction costs are expensed. Investments are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and we have transferred substantially all the risks and rewards of ownership. Financial assets at fair value through profit and loss are subsequently carried at fair value. Fair values for unquoted securities are estimated by our relevant project team and approved by our Executive Directors. In determining fair valuation, our project team makes use of market-based information and fair valuation models such as discounted cash flow models. In many instances, our project team also relies on financial data of investees and on estimates provided by the management of the investee companies as to the effect of future developments. Performance Notes are investments with income and maturity values which fluctuate based on the distributions received from underlying assets, which are generally investments in property development companies, defaulted loans or shipping companies. Fair values of Performance Notes or other collective investment schemes are determined by our Group’s interest in the fair values of each scheme’s underlying assets. Gains and losses arising from changes in the fair value of all securities are recognised in the consolidated income statement as they arise. 81 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS Fair valuation methodology Following the admission of our Company to the Official List of the SGX-ST, we will adopt the following fair valuation methodology for the three categories of investments by our Company: (i) Fair valuation on vessels: Our investments into ships are conducted through our SPCs. There are two components to the fair valuation exercise involved. There can be a valuation of the underlying vessel or there can be a valuation on the SPC holding the vessel. The valuation of the underlying vessel would be conducted by an independent valuer while the fair valuation of the SPC would be to recognise a fair valuation of the net assets held by the SPC. We have adopted the following process for the internal approval of the fair valuation of our vessels: (1) the valuation of the underlying vessel is first conducted by an independent professional appraiser such as Marine-Net Co., Ltd.; (2) the valuation of the SPCs would be conducted by our relevant asset finance team responsible for our investment in the relevant SPC. The asset finance team would propose a fair value that would be submitted to our overall finance department (the “Finance Department”) for their review and approval; (3) our Finance Department would review the fair value proposed by the relevant asset finance team. If our Finance Department does not agree with the proposed fair value, they will discuss their concerns with the relevant asset finance team and, if necessary, obtain a second valuation of the underlying vessel or vessels from another independent professional appraiser. When the proposed fair value is agreed between our Finance Department and the relevant asset finance team, the proposed fair value would be submitted to the Audit Committee for their review and approval; and (4) the Audit Committee would review the fair value proposed by the Finance Department. If the Audit Committee does not agree with the proposed fair value, they will discuss their concerns with our Finance Department and, if necessary, obtain a further valuation of the underlying vessel or vessels from another independent professional appraiser. The proposed fair valuation is adopted only after the approval of the Audit Committee has been obtained. Our fair valuation methodology is as follows: fair valuation exercise at the SPC level would include the charter income or excess cash which have not been declared or paid to investors. According to IAS 39, the financial asset that recorded in the balance sheet of an entity shall be measured at fair market value (“FMV”) through profit or loss at each financial reporting date. Therefore, our Company’s investments in investee companies that engaged in the business of vessel investments and vessel chartering shall be measured at FMV at each financial reporting date in accordance with the methodology as described below:  Using the method of equity pick up, the FMV measurement of investment in each investee company is the aggregate of: 1) FMV (See Note 1 below) of vessel owned by the investee company held by our Company; and 2) Net Asset Value (“NAV”) (See Note 2 below) of the investee company held by our Company.  Any gain or loss on FMV of investments in investee companies between the current and prior financial reporting date shall be charged to the profit and loss account for the current financial reporting period as fair market value gain or loss, provided however that the management considers no pick-up of FMV gains on the vessel which is under construction. In any event, the management will not pickup FMV gains on vessels under construction and FMV loss will be charged to the profit and loss accounts where the vessel has been acquired but not delivered. 82 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS  Note 1: The valuation report is prepared by the independent professional appraiser, currently Marine-Net Co., Ltd. based on discounted cash flow models. Such valuation would be carried out particularly in the case where the investee company accounts for its vessels at book cost or market value.  Note 2: NAV is determined based on the management account of the investee company as at each financial reporting date. (ii) Fair valuation on distressed assets investments: As our Company has no direct investments into NPLs, any fair valuations on NPLs would be done at funds level. In the case of AAA Series I and II funds, AAA Strategic Investment Limited (“AAA”) would conduct a fair valuation of its NPL investment portfolio at half yearly interval. With regards to its methodology, AAA would combine the discounted future streams of projected cash recovery of its NPL, and each NPL ’s future steam of projected cash recovery is in fact assessed independently. Since the circumstance of each NPL varies, there is no standard benchmark for the discount rate to apply. Determination of the appropriate discount rate to apply to each NPL ’s future cash flow is subjective and will depend on the prevailing condition of that particular NPL. However subjective it may be, AAA has been conservative in its application and mostly takes into consideration future cash recovery streams with degree of certainty. AAA also applies discount rates as much as 40% to 50% to minimise any possible over-estimation of the recoverable amount. (iii) Fair valuation on property investments: Our investment in properties would be classified into investments with either long term or short to medium term investment purposes. For long term investment projects (which are principally investment assets with the intention to hold the property on a long-term investment purposes for at least three years), our Company will adopt the net assets valuation methodology by discounting the expected cashflow from the investment project. For short to medium term property projects (which are principally investment assets for trading purposes and which are held for one to two years), a fair valuation may be conducted by an external valuer. General internal approval procedure The internal approval process for making fair value adjustments involves the submission of each department’s separate fair valuation for each reporting period to our Company’s Finance Department. In evaluating the fair value adjustments proposed by each department, the Finance Department would consider, among other things, whether it agrees with the assumptions as reported by each department. The fair value adjustments approved by the Finance Department will be subject to the final approval of our Company’s Audit Committee’s approval. If our Audit Committee disagrees with any of the proposed fair valuation adjustments, our Audit Committee may require the Finance Department and/or the relevant departments proposing the fair value adjustments, to re-evaluate the fair value adjustments. Although our Directors use their best judgement in estimating the fair value of investments, there are inherent limitations in any estimation techniques. Future confirming events will also affect the estimates of fair value and the effect of such events on the estimates of fair value, including the ultimate liquidation of investments, could be material to these consolidated financial statements. 83 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS SIGNIFICANT CHANGES IN ACCOUNTING POLICIES In FY2004, FY2005 and FY2006, we prepared our financial statements in accordance with IFRS. The new/revised IFRS became effective for financial periods beginning on or after 1 January 2005 and we had earlier adopted the following standards in FY2004:  IAS 28 (revised 2003) ‘Investments in Associates’  IAS 31 (revised 2003) ‘Interests in Joint Ventures’  IAS 32 (revised 2003) ‘Financial Instruments: Disclosure and Presentation’  IAS 39 (revised 2003) ‘Financial Instruments: Recognition and Measurement’ In particular, the early adoption of these standards resulted in a change as to how we accounted for certain investments. Previously we had equity accounted for certain investments which were classified as our associates. Under the revised scope of IAS 28, these associates are required to be remeasured at fair value through profit or loss. Where applicable, the FY2003 comparative figures were amended to take into account of the remeasurement of associates in accordance with the transitional provisions of the revised standard. In FY2005, we adopted all applicable new/revised standards under the IFRS. The adoption of these new/revised standards resulted in some changes to the accounting policies of our Group. Please refer to Appendix B – “Report on the Consolidated Financial Statements for the Year Ended 31 December 2005” of this Prospectus for details of our Group’s accounting policies. IAS 39 (Amendment) The Fair Value Option came into effect from 1 January 2006. This amendment changes the definition of financial instruments classified at fair value through profit or loss and restricts the ability to designate financial instruments as part for this category. We believe that this amendment should not have a significant impact on the classification of financial instruments, as we should be able to comply with the amended criteria for the designation of financial instruments at fair value through profit and loss. We have applied this amendment from annual periods beginning 1 January 2006. IFRS 7, Financial Instruments: Disclosures, and a complementary Amendment to IAS 1, Presentation of Financial Statements – Capital Disclosures (effective from 1 January 2007). IFRS 7 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. It replaces IAS 30, Disclosures in the Financial Statements of Banks and Similar Financial Institutions, and disclosure requirements in IAS 32, Financial Instruments: Disclosure and Presentation. It is applicable to all entities that report under IFRS. The amendment to IAS 1 introduces disclosures about the level of an entity’s capital and how it manages capital. We assessed the impact of IFRS 7 and the amendment to IAS 1 and concluded that the main additional disclosures will be the sensitivity analysis to market risk and the capital disclosures required by the amendment of IAS 1. We will apply IFRS 7 and the amendment to IAS 1 from annual periods beginning 1 January 2007. 84 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS The structure of our Group (including our associated companies) and the principal business activities of the members of our Group are set out below. Our Group structure set out below does not include direct equity investments in ships held by us. Please refer to the table set out in “Ship investment” in the section entitled “Business Overview – Alternative Assets Investment” for more details. Offshore Property Investment Corporation (incorporated in the British Virgin Islands) Investment holding Uni-Asia Capital (Singapore) Limited (incorporated in Singapore) Ship charter arrangement and project management Uni-Ships and Management Limited (incorporated in Hong Kong) Ship management 44.8% 100% 30% % 0 0 1 % 0 0 1 Uni-Asia Services and Agency Limited (incorporated in Hong Kong) Dormant Capital Advisers Co., Ltd (incorporated in Japan) Property investment Uni-Asia Finance Corporation (Japan) (incorporated in Japan) Finance arrangement Uni-Asia Capital Co. Ltd 㙃Ѳ㟈ᆠ᳝䰤݀ৌ (incorporated in Hong Kong) Investment holding Uni-Asia Fund Management Co. Ltd (incorporated in Hong Kong) Dormant 100% 100% 100% The Company (incorporated in the Cayman Islands) Direct investment and structured finance arrangement (Uni-Asia Guangzhou Property Management Company Limited) (incorporated in PRC) Property investment and management 100% ᑓᎲᏖѮ㢥⠽Ϯㅵ⧚᳝䰤݀ৌ GROUP STRUCTURE 85 The details of each subsidiary and associated company of our Company as at the date of this Prospectus are set out in the table below. Entities that are used as investment vehicles by our Company, as set out on page 93 of this Prospectus are not presented as subsidiaries in this table. Date and Country of incorporation/ Principal place Percentage Name establishment Principal business of business owned Subsidiaries Offshore Property 23 April 1998, Investment holding ARK Mori Building, 100% Investment Corporation British Virgin West 24F , 1-12-32, Islands Akasaka, Minato-ku, Tokyo, Japan 107-6024 Uni-Asia Capital 27 June 1997, Investment holding Suite A, 26th Floor 100% Company Limited Hong Kong Admiralty Centre Tower I 18 Harcourt Road Hong Kong Uni-Asia Capital 7 August 1997, Ship charter 8 Shenton Way, 100% (Singapore) Limited Singapore arrangement and #37-04, project management Singapore 068811 Uni-Asia Finance 9 November 1998, Finance arrangement ARK Mori Building, 100% Corporation (Japan) Japan West 24F , 1-12-32, Akasaka, Minato-ku, Tokyo, Japan 107-6024 Uni-Asia Fund 27 June 1997, Dormant Suite A, 26th Floor 100% Management Company Hong Kong Admiralty Centre Tower I Limited 18 Harcourt Road Hong Kong 9 January 2007, Property investment Room 2401, 100% the PRC and management Guangdong Foreign (Uni-Asia Guangzhou Economic & Trade Building Property Management 351, Tianhe Road, Company Limited) Guangzhou PRC Uni-Asia Services and 27 June 1997, Dormant Suite A, 26th Floor 100% Agency Limited Hong Kong Admiralty Centre Tower I 18 Harcourt Road Hong Kong Associated companies(2) Capital Advisers Co., Ltd 24 February 2000, Property investment ARK Mori Building, 44.8%(1) Japan West 24F , 1-12-32, Akasaka, Minato-ku, Tokyo, Japan 107-6024 Uni-Ships and 25 January 2005, Ship management Suite A, 26th Floor 30%(1) Management Limited Hong Kong Admiralty Centre Tower I 18 Harcourt Road Hong Kong Notes: (1) The remaining shareholding interest is held by independent third-parties. (2) In addition to the associated companies, our Company also has direct equity investments in vessels through various SPCs as detailed under the sub-section entitled “Alternative Assets Investment” on page 93. GROUP STRUCTURE 86 CORPORATE DEVELOPMENT We were established as an exempted company with limited liability in the Cayman Islands under the Cayman Companies Law on 17 March 1997 by founders Motokuni Yamashiro, Kazuhiko Yoshida, Michio Tanamoto and Takanobu Himori who were Japanese bankers. Each of the founders has over 25 years experience in the banking industry working in corporate loan syndication and structured finance arrangement. Mr. Himori left our Company in March 2004. The other founders continue to lead the business and as at the Latest Practicable Date, they own, directly and indirectly, a significant aggregate equity interest in Uni-Asia of approximately 23.9%. Our Company was founded to arrange structured finance transactions for companies mainly in the shipping and, to some extent, aviation industries. Our initial focus was on finance arrangement for companies in the transport sector. Our business expanded to include investment in alternative assets such as NPLs, distressed assets, shipping assets and real estate assets in May 1998. We provide a range of customised structured finance solutions and services such as the arrangement of ship and aircraft leases, mortgage financing, charter arrangements for vessels, tax-enhanced leases and loans and balance sheet management for clients. Since our establishment up to the end of 2006, we have arranged financing for transactions in the form of loans and/or leases transactions worth approximately US5.6billion.InFY2004,FY2005andFY2006,wearrangedstructuredfinancetransactionstotallingUS5.6 billion. In FY2004, FY2005 and FY2006, we arranged structured finance transactions totalling US561.6 million, US987.5millionandUS987.5 million and US637.7 million respectively. In May 1998, we entered the distressed assets market in the aftermath of the Asia economic crisis when local governments and banks in Asia were seeking to dispose of their non-performing loan assets or NPLs. Initially, we focused on acquiring NPL accounts represented by PRC-based borrowers from Japanese banks with whom our management had established relationships, either as Uni-Asia’s client or industry contact. We expanded our NPL investments over time by carefully identifying, selecting and negotiating the purchase of distressed assets with attractive financial returns. Most of these NPLs were sourced through our client network or through brokers. We also invested in NPLs through AAA, a private investment company, held by a charitable trust but administered by us, which invested in NPLs in Asia. We, along with a Japanese financial institution, subscribed to Performance Notes issued by AAA in August 2001, up to a maximum face value of US5million.InAugust2001,weinvestedUS5 million. In August 2001, we invested US1.0 million in, and acted as the administrator and agent of, our first Asian distressed assets investment fund known as AAA Series I Fund with a size of US$5.0 million. As at 31 December 2006, this fund’s net IRR was approximately 156.6%. In July 2003, we launched a second US$15 million Asian distressed assets investment fund, called AAA Series II Fund which is also held through AAA. As at the Latest Practicable Date, this fund’s net IRR was approximately 20.44% assuming that the value of AAA Series II Fund is realised as at the Latest Practicable Date. We are also the administrator and agent of AAA Series II Fund, bringing the total funds under management within this division to US20million.WetogetherwiththesameJapanesefinancialinstitutioninAAASeriesIFundinvestedUS20 million. We together with the same Japanese financial institution in AAA Series I Fund invested US5 million and US$10 million respectively in AAA Series II Fund. Both investment facilities focus on distressed asset investment opportunities in Asia, excluding Japan. (Please refer to the section entitled “General Information on our Group – Business Overview – Distressed assets investment” below for further details of the AAA Series I Fund and AAA Series II Fund.) As at the Latest Practicable Date, the AAA Series I Fund has expired and the Performance Notes have been fully redeemed. In 2002, we set up an asset finance department to focus on asset-backed financing in the maritime transport sector. This division gradually diversified into making direct investments in shipping assets. Building on our experience in investing in maritime vessels, our first shipping investment fund Searex Series I Fund with an asset size of up to US$117.5 million was launched in January 2004 through private investment company Searex which is held by a charitable trust. We subscribed for Performance Notes of US5millioninthefundalongwithfiveotherinvestorsbasedinAsia.By2004,thisfundhadinvestedinsixvessels.Wearrangedanon−recourseloanofUS5 million in the fund along with five other investors based in Asia. By 2004, this fund had invested in six vessels. We arranged a non-recourse loan of US100.5 million for the ship portfolio. GENERAL INFORMATION ON OUR GROUP 87 A second shipping investment fund Searex Series II Fund which is also held through Searex and with an asset size of up to US100millionwassuccessfullyclosedinDecember2004.By2005,thisfundacquiredfivevessels.LikeSearexSeriesIFund,wesubscribedforUS100 million was successfully closed in December 2004. By 2005, this fund acquired five vessels. Like Searex Series I Fund, we subscribed for US5 million of Performance Notes in Searex Series II Fund along with other institutional investors in Asia. We arranged financing of around US$77 million for the ship portfolio. We are the administrator and agent of both Searex Series I Fund and Searex Series II Fund, responsible for managing and arranging debt finance for the funds. As part of our continued growth, Uni-Ships and Management Limited was incorporated in January 2005 in Hong Kong to provide accounting and administration services for the fund vehicles and act as the project manager for the Searex Series II Fund. Uni-Ships and Management Limited is a joint venture between Maritime 24 (Pte) Ltd, Uni-Asia, Uni-Fast Limited and Wealth Ocean with each having a shareholding of 30%, 30%, 30% and 10% respectively. In April 2005, the number of investors in the Searex Series II Fund increased to 10 through the introduction of another institutional investor which acquired US$0.5 million in Performance Notes at par from us. In August 2006, we redeemed US1.3millionPerformanceNotesandweacquiredanadditionalUS1.3 million Performance Notes and we acquired an additional US1.4 million Performance Notes from Uni-Fast Limited in September 2006. Following such redemption and acquisition, we held a total of US4.7millionPerformanceNotesintheSearexSeriesIIFund.AsattheLatestPracticableDate,thePerformanceNotesofSearexSeriesIIFundhavebeenfullyredeemed.InJuly2005,theaggregateprincipaloftheSearexSeriesIFundwasincreasedfromUS4.7 million Performance Notes in the Searex Series II Fund. As at the Latest Practicable Date, the Performance Notes of Searex Series II Fund have been fully redeemed. In July 2005, the aggregate principal of the Searex Series I Fund was increased from US17 million to up to US19.4million.WesubscribedforanadditionalUS19.4 million. We subscribed for an additional US705,882 in Performance Notes issued by the Searex Series I Fund. A third private shipping joint venture, the container vessel fund, was launched in 2005, specialising in investment in container vessels. We, together with three partners, invested in three panamax 3,500 TEU container vessels for US56.3millioneach,oranaggregateofUS56.3 million each, or an aggregate of US168.9 million. The vessels will be built by Hyundai Mipo Dockyard Co Ltd, Korea with delivery in 2007. Our Company, with 38% equity interest in the shipping joint venture, arranged financing for the three vessels. The container vessels have been chartered out to Italia Marittima of the Evergreen Group under an eight-year bareboat charter agreement, commencing on delivery of the vessels in 2007. On 13 September 2006, our wholly-owned subsidiary, Uni-Asia Capital (Singapore) Limited, was designated as an ASIM under the SITA by the MPA. At the same time, the MPA had also granted the Akebono Fund a designation of ASIE. Our ASIM designation is for an initial period of 10 years commencing on the subscription date of the Singapore fund by investors, subject to a review by MPA at the end of the fifth year. Pursuant to our ASIM designation, we are eligible for a concessionary tax rate of 10% for income derived from managing an ASIE such as the Akebono Fund. In the event that we no longer qualify for the ASIM designation, the prevailing corporate tax rate of 18% will apply. The ASIE designation for the Akebono Fund is for an initial period of up to 10 years commencing from the date of its establishment, subject to a review by MPA at the end of the fifth year. Pursuant to its ASIE designation, the Akebono Fund is eligible for a tax exemption on income derived from the chartering or finance leasing of (a) any sea-going ship to (i) a person who is neither resident in nor a permanent establishment in Singapore; or (ii) an approved international shipping enterprise; or (b) any sea-going Singapore ship to persons described in (a) (i) and (ii) above or a shipping enterprise within the meaning of Section 13A of the SITA. The tax exemption will be valid for the life of vessels acquired by ASIE during the incentive period of up to 10 years. For instance, if an ASIE acquires a vessel during the 10-year incentive period, charters it for 20 years and disposes of it thereafter, lease income on the charter will enjoy tax exemption for the entire 20 years. The qualifying income of the Akebono Fund under the tax exemption shall also include hedging gains derived in connection with the management of its portfolio of vessels, and share of profits or dividends remittances from shipholding special purpose vehicles owned by the Akebono Fund that are declared out of qualifying activities. GENERAL INFORMATION ON OUR GROUP 88 On 17 April 2007, we launched our first Singapore fund, the Akebono Fund, in order to take advantage of the MPA’s MFI schemes. Our Company has invested in the Akebono Fund, together with other investors, by way of subscription for a principal amount of US42.9millionPerformanceNotesissuedbytheAkebonoFund.Goingforward,ourshipinvestmentdivisionisexpectedtocontinuetolookforjointventureinvestmentsinshippingassets.Inadditiontoourinvestmentsinshippingassets,wehavealsoinvestedinrealestateassets.InJune1998,wecommencedinvestmentsinrealestateinJapan.InFebruary2000,CapitalAdviserswasestablishedasourwholly−ownedsubsidiaryengagedininvestmentinandmanagementofrealestateassetsinthehotelandresidentialsector.TheequitysizeofeachinvestmentrangedfromUS42.9 million Performance Notes issued by the Akebono Fund. Going forward, our ship investment division is expected to continue to look for joint venture investments in shipping assets. In addition to our investments in shipping assets, we have also invested in real estate assets. In June 1998, we commenced investments in real estate in Japan. In February 2000, Capital Advisers was established as our wholly-owned subsidiary engaged in investment in and management of real estate assets in the hotel and residential sector. The equity size of each investment ranged from US1.4 million to US38.5million.In2000,ourCompanyandGrosvenorAsiajointlyestablishedaninvestmentpartnershipwithanotherinvestortoinvestinresidentialpropertiesinTokyo.Grosvenorisaninternationalpropertydevelopmentandinvestmentgroup.IthasregionaloperatingcompaniescoveringAustralia,AsiaPacific,US,UKandEuropeandaninternationalfundmanagementbusinesswhichoperatesacrossallthesemarkets.Theinvestmentstartedin2000andwasfollowedin2004withtheestablishmentoftheGCAPFund.TheGCAPFundisjointlymanagedbyGrosvenorAsiaandCapitalAdvisersthroughGrosvenorCapitalAdvisersFundManagementCo.,Ltd.Intheresidentialsector,CapitalAdvisershasalsobeenengagedinassetmanagementwithafocusonsmall−sizestudioapartmentbuildingssinceFebruary2004.Thenumberofthebuildingsofthisinvestmentreached10in2004,31in2005and50in2006.TheinvestortothisinvestmentisoneofthelargestfinancialinstitutionsinJapan.CapitalAdviserssometimesjoinsinthisinvestmentasadeveloperofthebuildingsinordertoenjoyadditionalreturn.In2001,CapitalAdvisersdirecteditsattentiontotheassetmanagementbusinessinthehotelpropertyinvestment.Inthehotelsector,CapitalAdvisersmainlyfocusesontheinvestmentinlimited−servicehotels.Since2001,thenumberofhotelswhichCapitalAdvisershasengagedinastheassetmanagerandinvestedinasaminorityinvestorhasincreasedto11in2006.ThecharacteristicsofCapitalAdvisersastheassetmanagerinhotelpropertyinvestmentsisitscapabilitytonotonlymanagetheassetsbutalsomonitorthehoteloperationitselfbykeepingthestaffwhohavesufficientworkexperienceinhotelbusinesswithinCapitalAdvisers.CapitalAdvisersinvestedinanotherassetmanagementcompanywhichmanagesaJapaneserealestateinvestmenttrust(J−REIT)specializinginhotelproperties.TheJ−REITwaslistedinJapanon14June2006.Asat31December2006,thetotalassetofthehotelinvestmentswasoverYen16.9billion(orapproximatelyUS38.5 million. In 2000, our Company and Grosvenor Asia jointly established an investment partnership with another investor to invest in residential properties in Tokyo. Grosvenor is an international property development and investment group. It has regional operating companies covering Australia, Asia Pacific, US, UK and Europe and an international fund management business which operates across all these markets. The investment started in 2000 and was followed in 2004 with the establishment of the GCAP Fund. The GCAP Fund is jointly managed by Grosvenor Asia and Capital Advisers through Grosvenor Capital Advisers Fund Management Co., Ltd. In the residential sector, Capital Advisers has also been engaged in asset management with a focus on small-size studio apartment buildings since February 2004. The number of the buildings of this investment reached 10 in 2004, 31 in 2005 and 50 in 2006. The investor to this investment is one of the largest financial institutions in Japan. Capital Advisers sometimes joins in this investment as a developer of the buildings in order to enjoy additional return. In 2001, Capital Advisers directed its attention to the asset management business in the hotel property investment. In the hotel sector, Capital Advisers mainly focuses on the investment in limited-service hotels. Since 2001, the number of hotels which Capital Advisers has engaged in as the asset manager and invested in as a minority investor has increased to 11 in 2006. The characteristics of Capital Advisers as the asset manager in hotel property investments is its capability to not only manage the assets but also monitor the hotel operation itself by keeping the staff who have sufficient work experience in hotel business within Capital Advisers. Capital Advisers invested in another asset management company which manages a Japanese real estate investment trust (J-REIT) specializing in hotel properties. The J-REIT was listed in Japan on 14 June 2006. As at 31 December 2006, the total asset of the hotel investments was over Yen 16.9 billion (or approximately US142.5 million). The total equity invested was about Yen 5.4 billion (or approximately US$45.5 million), out of which Capital Advisers had an interest of between 5.0% and 51.9%. On 2 May 2003, the equity base of Capital Advisers increased to Yen 892.5 million (or approximately US$7.4 million) as a result of an issue of 9,850 new shares to a number of institutional investors, venture capital firms, corporations etc. The total funds raised amounted to Yen 985 million (or approximately US8.2million).ThesubscriptionpriceofYen100,000(orapproximatelyUS8.2 million). The subscription price of Yen 100,000 (or approximately US832) per share was determined with reference to a valuation conducted by Partners C.P .A. Office, an independent certified public accountant. As a result, our equity interest in Capital Advisers was diluted to 44.8% with Capital Advisers becoming our associated company. In January 2007, we made a direct investment into office units in Guangzhou, the PRC, through our wholly-owned property investment company, Uni-Asia Guangzhou. Going forward, we will continue to look for investment opportunities in distressed properties and/or other properties in the PRC and other parts of Asia. GENERAL INFORMATION ON OUR GROUP 89 BUSINESS OVERVIEW We are an Asia-based structured finance arrangement and Alternative Assets direct investment firm. Our principal activities are in: (1) structured finance – the finance arrangement of transport related assets (largely ships and, to some extent, aircraft), and the provision of ship charter arrangement and agency services; and (2) Alternative Assets investment/management – direct investments in and/or the arrangement and administration of Alternative Assets investments such as ships, distressed assets and real estate. As at the Latest Practicable Date, we have 32 staff in three offices in Tokyo, Hong Kong and Singapore. Structured Finance Our structured finance department provides an integrated service to our clients by offering financing solutions together with charter arrangement services tailor-made to our clients’ needs. The solutions do not normally involve the use of our balance sheet capital to make loans. We typically act only as the arranger and agent for the structured financing provided by third-party financial institutions. We arrange financing for asset acquisitions by our clients and also offers tax-enhanced structured services and products, including mortgage financing, tax-oriented leases such as UK tax leases and Japanese operating leases, as well as ECA backed credit, ship charter arrangement and balance sheet management. We receive an arrangement fee on each completed transaction. We have been active in the arrangement of structured finance since our founding in 1997. In this time we have built up a portfolio of clients and have identified potential clients to whom we market to directly or on an opportunistic basis. We have also developed relationships with the key banks which provide syndicated loan financing. Our clients include established international shipping and aviation companies from Taiwan, Greece, Indonesia, Japan, Hong Kong, Korea, the UK and Italy. Some key products and services which we offer our clients include mortgage financing, tax-oriented leases, ECA backed credit, ship charter arrangement and balance sheet management. The following table provides a brief description of our key products: Product Description Mortgage financing A type of finance arrangement where the borrower will mortgage the asset as a collateral for the loan Tax-oriented lease A financing structure which takes advantage of tax incentives and benefits within a jurisdiction in order to minimise cost of capital for investors or to maximise tax savings for investors. The economic benefits are eventually shared between the investors and the lessee. The cost savings stem from fixed asset depreciation and tax allowances. Types of tax-oriented leases include UK tax leases and Japanese operating leases ECA backed credit Co-financing with export credit agencies including the Japan Bank for International Cooperation (“JBIC”) Ship charter arrangement The arrangement of charters for ship owners that want to charter out their vessels to third-parties or the arrangement of vessels for potential charterers who are looking for ships to charter. Types of charter arrangement include bareboat charter, being the charter of bare ship; or time charter, being the charter under which owner charters out vessel to charterer together with ship management including crew, insurance and technical management, for a fixed period of time Balance sheet management The service of reviewing and analyzing the balance sheet of a client and structuring and tailoring financing alternatives that would best suit the financial position of our client GENERAL INFORMATION ON OUR GROUP 90 We acted as arranger for structured financing in the form of loans and leases in the aggregate amount of approximately US561.6million,US561.6 million, US987.5 million and US$637.7 million in FY2004, FY2005 and FY2006 respectively. The type of structured finance arrangement we are engaged in is tailor-made to the specific requirements of our clients and the asset to be acquired. Typically, potential projects usually commence with a detailed due diligence review of the risks and return in relation to the clients. During the due diligence, we investigate the asset to be acquired, examining among other things its specifications, condition and legal title of the asset to be acquired. Our client’s financial condition and ability to repay the debt are also assessed. Factors such as the intended use of the asset and the market demand for driving the asset’s intended utilisation all factor into the assessment of the viability of the project. The findings and conclusions of the due diligence and analysis are then submitted to our Management Committee which is responsible for approving the proposal to engage our clients. Upon approval and engagement, we will assist our clients in the preparation of an information memorandum. This information memorandum contains a detailed summary of the asset, the acquirer, the industry or sector, the proposed terms of the financing, and financial analysis of the project. The information memorandum is then presented to targeted institutions. Those institutions which express interest in providing finance are then given the opportunity to perform their own independent due diligence and eventually one or more institutions are selected which best matches the terms requested by our clients. Throughout the entire process, we act as a co-ordinator between our clients and the lender to manage the process and help the counterparties agree on the terms of finance. Following the execution of a loan agreement and related documents between our clients and the syndication group, we would usually also act as the facility agent responsible for the administration of the syndicated loan during the life of the loan, for which we receive agency fees. Selected key transactions completed include: UK Tax Lease for Hatsu Marine: Uni-Asia arranged two UK tax leases for Hatsu Marine, a part of the Evergreen Group, in 2002 to acquire two 6,332 TEU E-type container vessels manufactured by Mitsubishi Heavy Industries, Ltd. Under these transactions, two European banks financed the acquisition of two US$71.5 million container vessels which were delivered in 2002 and 2003, respectively. Upon delivery, the vessels were leased to Hatsu Marine under a finance lease agreement on terms satisfactory to all parties. Arrangement of a Japanese Operating Lease: Uni-Asia arranged a Japanese Operating Lease for a Japanese leasing company in March 2002 to acquire a 1,618 TEU container vessel for US$29 million and delivery by the end of March 2002. Under this structure, the lessor, the Japanese investors introduced by Uni-Asia and a Japanese leasing company, entered into a Tokumei Kumiai agreement to own and charter ships, whereby the Japanese investors invested 30% of the purchase price of the vessel in the TK and the remaining 70% financing was in the form of debt. Upon delivery, the vessel was chartered to a third- party shipping company for a period of 11.5 years by way of a Bareboat Charter. Ship Charter Arrangement for Niki Shipping Company Inc: Niki Shipping Company Inc, a private company incorporated in Greece and which is an independent third-party, entered into shipbuilding contracts in September 2004 for four 5,060 TEU container vessels to be built by Hanjin Heavy Industries in Korea. Uni-Asia arranged a 15-year Bareboat Charter between Niki Shipping Company Inc and Italia Marittima, part of the Evergreen Group, for the four container carriers. Mortgage Financing for CIDO Holding Co., Ltd.: Uni-Asia and HSH Nordbank, an independent third-party financial institution which is also a shareholder in Uni-Asia, jointly arranged a US$127.8 million syndicated loan in March 2005 for CIDO Holding Co., Ltd which is an independent third-party incorporated in the Cayman Islands, to acquire four 4,075 unit type pure car carriers, with delivery from March 2006 to September 2007. The loan was successfully syndicated out to third-party lending institutions. GENERAL INFORMATION ON OUR GROUP 91 JBIC Financing: Uni-Asia arranged a US$113.8 million financing for Evergreen in the acquisition of two 6,724 TEU container vessels using a buyer’s credit provided by JBIC and Nippon Export and Investment Insurance in the first half of 2006. The two container vessels, manufactured by Mitsubishi Heavy Industries Ltd., will be delivered in October and December 2007, respectively. In this financing structure, JBIC will fund 40% of the facility amount and the remaining 60% will be funded by a consortium of lenders. The facility agreement was signed in July 2006. Alternative Assets Investment Our Alternative Assets Investments division leverages on our specialist skills in structured finance arrangement and credit analysis to invest in, either as the principal investor or in partnership with other investors, three key Alternative Asset classes: (i) ship investment (such as bulk carriers, product tankers and container vessels); (ii) distressed assets investment (including NPLs and other distressed assets in Asia (excluding Japan)); and (iii) property investment (including hotel and property investment in Japan and commercial property investment in the PRC). Ship investment As a progression from our structured finance business as an arranger of financing for transport related assets, we branched out into direct investments in ships through equity investment in the ship owning companies and also through subscription of Performance Notes issued by special investment fund vehicles established by us. Our asset finance department aims to invest in ships for commercial use that will produce attractive investment returns because of factors such as high expected demand for, or anticipated shortfall in, the supply of such ships. In order to further facilitate our Group’s investments in ships and leverage on this area of our expertise, our Group established two closed-end investment funds in 2004, Searex Series I Fund and Searex Series II Fund, with an investment term of five years each. The equity of the investment funds is held through Searex which, in turn, is held by a charitable trust to ensure the funds function as a whole as an independent entity in accordance with recognised corporate principles. Investors participate in the ship investments by subscribing for Performance Notes issued by the ship investment fund. Performance Notes obligate the holder to provide the committed investment amount to the fund over a two-year drawdown period as the fund calls for funds to invest. Profits from the sale of the ships are distributed on a pro-forma basis to Performance Note holders semi-annually at the discretion of the fund. By establishing these ship investment funds, we benefit not only from the larger capital pool available for investment, providing risk diversification; we also earn administration fees and incentive fees based on the performance of such funds. In 2002, we participated in two bulk carriers’ new building projects, namely, EuroAsia II, Inc. and EuroAsia III, Inc., in Japan. The total investment cost or acquisition price of each vessel was US$16.8 million. Our Group made an investment of US0.6millioninEuroAsiaII,Inc.andUS0.6 million in EuroAsia II, Inc. and US0.5 million in EuroAsia III, Inc., representing a 15% equity interest in EuroAsia II, Inc. and EuroAsia III, Inc. The outstanding balance was financed by debt from independent financial institutions. Our Group’s investment into EuroAsia II, Inc. and Euroasia III, Inc. was made in the form of share capital and shareholder’s loan. In addition to share capital of US$1,500 each into the two projects, we made shareholders’ loan of US$0.6 million to EuroAsia II, Inc. and US$0.5 million to EuroAsia III, Inc. Our Company’s investment in EuroAsia III, Inc. was completed and disposed of in October 2004 resulting in a capital gain of approximately US$1.5 million. Our Company’s investment in EuroAsia II, Inc. was disposed of in April 2007, resulting in a capital gain of approximately US2.8million.OurnetinvestmentreturnafterfactoringinfairvalueadjustmentwasUS2.8 million. Our net investment return after factoring in fair value adjustment was US1.3 million. GENERAL INFORMATION ON OUR GROUP 92 In 2006, we invested in the equity of two SPCs each holding a bulk carrier, namely, Harmonic Shipping S.A. (“Harmonic”) and Sunrise Shipping S.A. (“Sunrise”). The total investment made by our Group into Harmonic totaled US2.1millioncomprisingsharecapitalofUS2.1 million comprising share capital of US4,040 and shareholders’ loan of US2.1million.Inaddition,wealsoprovidedabridgingloanofUS2.1 million. In addition, we also provided a bridging loan of US3.0 million to Harmonic as at 31 December 2006. The investment made by our Group into Sunrise totaled US2.7millioncomprisingsharecapitalofUS2.7 million comprising share capital of US4,600 and shareholders’ loan of US2.7million.Inaddition,weprovidedabridgingloanofUS2.7 million. In addition, we provided a bridging loan of US2.22 million to Sunrise which was repaid and renewed to US$2.5 million as at 31 December 2006. Our Company’s investment in Harmonic was disposed of in April 2007, resulting in a capital gain of approximately US$2.8 million. Our net investment return after factoring in fair value adjustment was US$2.4 million. The bulk carrier held by Sunrise is chartered to a third party for a period of five years commencing in September 2006. Listed below are our direct equity investments as at the Latest Practicable Date. Year of Investment Duration of charter Investment vehicle Type of vessel acquisition interest held contracts Sunrise Shipping Bulk Carrier 2006 46% September 2006 to S.A. (1)(2) September 2011 Falcon Containership Container vessel 2005 (delivered 38% April 2007 to S.A. (1)(3) in April 2007) April 2015 Fortitude Containership Container vessel 2005 (delivered 38% June 2007 to S.A. (1)(3) in June 2007) June 2015 Union Containership Container vessel 2005 (to be delivered 38% September 2007 to S.A. (1)(3) in September 2007) September 2015 Rich Containership Container vessel 2006(6) (to be 50% September 2008 to S.A. (1)(4) delivered in 2008) September 2018 Matin Shipping Limited (5) Bulk Carrier to be acquired in 2007 40% 2011 to 2016 and delivered in 2011 Notes: (1) Incorporated in Panama (2) The amount invested by our Company in Sunrise Shipping S.A. for the purchase of the bulk carrier is US$4,600 in equity and approximately US$2.7 million in shareholders’ loans as well as a bridge loan of approximately US$2.5 million. (3) The SPCs owning these vessels are proposed to be acquired by the Akebono Fund in the second half of 2007. (4) The amount invested by our Company in Rich Containership S.A. for the purchase of the container vessel is US5,000inequityandapproximatelyUS5,000 in equity and approximately US1.0 million in shareholders’ loans. (5) Incorporated in Hong Kong. The amount invested by our Company in Matin Shipping Limited for the purchase of the bulk carrier is US400inequityandapproximatelyUS400 in equity and approximately US1.2 million in shareholders’ loans. (6) Rich Containership S.A. has entered into an option agreement for the acquisition of the vessel in 2006. Listed below is the ship investment of Searex Series I Fund as at the Latest Practicable Date. Year of Investment Duration of charter Investment vehicle Type of vessel acquisition interest held contracts Searex (1) Product Tanker 2004 100% January 2004 to January 2009 Note: (1) The SPC owning this vessel is proposed to be acquired by the Akebono Fund in the second half of 2007 or early 2008. GENERAL INFORMATION ON OUR GROUP 93 We also act as the administrator, registrar and fiscal agent of the Searex Series I Fund and the Searex Series II Fund (collectively, the “Searex Funds”), for which we charge a monthly fee for each ship held by the Searex Funds. We are also engaged under a number of management agreements with individual special purpose vehicles, each of which directly hold the shipping assets, to arrange financing for the acquisition of a ship by the special purpose vehicle, for which we charge a financing arrangement fee and may also receive an incentive fee, subject to the financial return of the ship upon disposal. Each acquired ship is held by a special purpose vehicle established by each of the Searex Funds. The individual special purpose vehicles also appoint a project manager, which is responsible for sourcing and negotiating employment of vessels held by the special purpose vehicle and remarketing of ships for disposal. The project manager of the Searex Series I Fund is Exeno Yamamizu and the project manager of the Searex Series II Fund is Uni-Ships and Management Limited. Exeno Yamamizu is one of the largest shipping brokers in Asia and their client network covers major shipping companies. Uni-Ships and Management Limited is a joint venture between Maritime 24 (Pte) Ltd, Uni-Asia, Uni-Fast Limited and Wealth Ocean where each has a shareholding of 30%, 30%, 30% and 10%, respectively.  Searex Series I Fund In January 2004, the ship investment fund Searex Series I Fund was established with funding raised by an issue of Performance Notes totalling US17.0millionbySearex.WesubscribedforUS17.0 million by Searex. We subscribed for US5.0 million of the Performance Notes and five co-investors subscribed for the remaining US12.0millionofthePerformanceNotes.Wearrangedanon−recourseloanforthefundintheamountofUS12.0 million of the Performance Notes. We arranged a non-recourse loan for the fund in the amount of US100.5 million. There are a total of six investors in Searex Series I Fund, including Uni-Asia, which are companies engaged in shipping related businesses. As at the Latest Practicable Date, the Searex Series I Fund held one ship and had disposed of five ships. The return on investment on the five disposed ships was approximately 3.7 times our investment and distributions paid out in 2004, 2005 and 2006 have amounted in aggregate to approximately US14.5millioninprincipalandUS14.5 million in principal and US30.5 million in profit in relation to these five ships. The one ship currently held by Searex Series I Fund is chartered out. This ship is proposed to be acquired by the Akebono Fund in the second half of 2007 or early 2008, following which the Searex Series I Fund will be terminated.  Searex Series II Fund In December 2004, we established a second ship investment fund following the success of Searex Series I Fund. The principal investment amount of the Searex Series II Fund was US23.0millionofPerformanceNotes.TheinvestorsoftheSearexSeriesIIFundcomprisedalltheinvestorsoftheSearexSeriesIFund,whichincludesourCompany,andthreenewinvestors.TheotherinvestorsintheSearexSeriesIIFundareindependentparties.WesubscribedforUS23.0 million of Performance Notes. The investors of the Searex Series II Fund comprised all the investors of the Searex Series I Fund, which includes our Company, and three new investors. The other investors in the Searex Series II Fund are independent parties. We subscribed for US5.0 million of the Performance Notes and eight co-investors subscribed for the remaining US18millionofthePerformanceNotes.ThenumberofinvestorsintheSearexSeriesIIFundwasincreasedto10inApril2005whenanotherinvestoracquiredUS18 million of the Performance Notes. The number of investors in the Searex Series II Fund was increased to 10 in April 2005 when another investor acquired US0.5 million of Performance Notes from us at par value. Our total commitment to the fund was reduced to US4.5million.InAugust2006,weredeemedUS4.5 million. In August 2006, we redeemed US1.3 million of Performance Notes and we acquired an additional US1.4millionofPerformanceNotesfromUni−FastLimitedinSeptember2006.Followingsuchacquisition,weheldatotalofUS1.4 million of Performance Notes from Uni-Fast Limited in September 2006. Following such acquisition, we held a total of US4.7 million Performance Notes in the Searex Series II Fund. On 9 May 2007, our Performance Notes in the Searex Series II Fund were redeemed in full, following which we no longer hold any outstanding Performance Notes in the Searex Series II Fund. We arranged financing of around US77million,givingtheSearexSeriesIIFundatotalinvestmentcapabilityofuptoUS77 million, giving the Searex Series II Fund a total investment capability of up to US100.0 million. Searex Series II Fund has disposed of five ships. The return on investment on the five disposed ships was approximately 1.4 times our investment. No distributions were paid out under the fund for 2004 and 2005 and distributions paid out in 2006 amounted in aggregate to approximately US$0.6 million. Following such disposals, the Searex Series II Fund is intended to be terminated. GENERAL INFORMATION ON OUR GROUP 94  Akebono Fund Listed below is the ship investment of Akebono Fund as at the Latest Practicable Date. Year of Investment Duration of charter Investment vehicle Type of vessel acquisition interest held contracts Sentic Limited Bulk Carrier 2007 100% June 2007 to July 2008 Panmax Tanker S.A. Product Tanker 2007 100% Nil On 17 April 2007, we launched the Akebono Fund in order to take advantage of the MPA’s MFI schemes. The principal investment amount of the Akebono Fund by the Company, together with other investors, was US$42.9 million of Performance Notes. We are committed to subscribe for US15.0millionofthePerformanceNotesandtheotherfiveco−investorsarecommittedtosubscribefortheremainingUS15.0 million of the Performance Notes and the other five co-investors are committed to subscribe for the remaining US27.9 million of the Performance Notes. As at the Latest Practicable Date, our Company has subscribed for US2.8millionofPerformanceNotes.TheremainingundrawncommitmentbyourCompanytosubscribeforUS2.8 million of Performance Notes. The remaining undrawn commitment by our Company to subscribe for US12.2 million of Performance Notes is intended to be funded from the proceeds of the Invitation. As at the Latest Practicable Date, the Akebono Fund held one bulk carrier from a third-party, acquired another product tanker by acquiring Panmax Tanker S.A. from our Group and intends to acquire three container vessels from our Group and one product tanker from Searex Series I Fund. We will also act as the administrator, registrar, fiscal agent and project manager of the Akebono Fund for which we charge a monthly fee for each ship held by the Akebono Fund.  Recent ship investments On 2 May 2007, we made an investment in a Panama-incorporated company, Rich Containership S.A. (“Rich Containership”), through a joint venture with Wisdom Marine Lines S.A. (“Wisdom”). Wisdom is not related to our Company, the Directors or the Substantial Shareholders of our Company. Pursuant to the joint venture, we have subscribed for a 50% equity interest in Rich Containership for a total consideration of US$5,000. The remaining 50% equity interest in Rich Containership is held by Wisdom. On 6 September 2006, Rich Containership entered into a contract with, inter alia, Hyundai Mipo Dockyard Co., Ltd. in respect of the purchase option of a 4,300 TEU container vessel, which is due for delivery in September 2008. On 3 May 2007, we made a shareholder’s loan of approximately US$1.0 million to Rich Containership. On 28 May 2007, we made another investment in a Hong Kong-incorporated company, Matin Shipping Limited (“Matin”), through a joint venture with Uni-Fast Limited (“Uni-Fast”). Uni-Fast is not related to our Company, the Directors or the Substantial Shareholders of our Company. Pursuant to the joint venture, we have subscribed for a 40% equity interest in Matin for a total consideration of US$400. The remaining 60% equity interest in Matin is held by Uni-Fast. As at the Latest Practicable Date, Matin is in the process of entering into a contract with, inter alia, Imabari Shipbuilding Co., Ltd. to acquire a 37,300 DWT bulk carrier, which is expected to be delivered in 2011. On 31 May 2007, we made a shareholder’s loan of approximately US$1.2 million to Matin. As the vessels to be acquired by Matin and Rich Containership are in the process of being built and will only be delivered in 2011 and 2008 respectively, the Auditors of our Company have confirmed that the investments by our Company in Matin and Rich Containership will have no impact on the profit and loss statement for FY2006 as set out in Appendix C of this Prospectus, had they been made at the beginning of FY2006. In addition, the Auditors have also confirmed that had these investments been made at the end of FY2006, they would also have no significant impact on the balance sheet as set out in Appendix C of this Prospectus, other than the reclassification of the cash amount of US$2,203,162 (being the aggregate amount for the subscription for shares and provision of shareholder loans in Matin and Rich Containership), to “Investments” under the said balance sheet. GENERAL INFORMATION ON OUR GROUP 95  Ship Investment Portfolio As at the end of FY2004, the total value* of our ship investment portfolio (comprising vessels owned by ship-owning companies in which we have an interest and vessels owned by investment funds in which we have an interest) was approximately US$149.4 million. Through various acquisitions and disposals of vessels since the end of FY2004, the total value* of our ship investment portfolio has increased to approximately US$403.0 million as at the Latest Practicable Date. Please refer to the section entitled “Alternative Assets Investments – Ship investment” at page 92 of this Prospectus for more information. The following table sets out the value* of vessels in our ship investment portfolio, with a breakdown of the value* of vessels owned by ship-owning companies in which we have an interest and vessels owned by investment funds in which we have an interest, as at the end of each of FY2004, FY2005, FY2006 and as at the Latest Practicable Date. Notes: (1) The decrease in portfolio size was due to disposal of vessels in FY2006. The value* of vessels disposed during the period totalled US$37.8 million in 2004, US71.0millionin2005,US71.0 million in 2005, US89.6 million in 2006 and US78.8millionfrom1January2007uptotheLatestPracticableDate.(2)TheincreaseinthevalueofthevesselsownedbyinvestmentfundsinwhichourCompanyhasaninterest,fromUS78.8 million from 1 January 2007 up to the Latest Practicable Date. (2) The increase in the value of the vessels owned by investment funds in which our Company has an interest, from US66 million as at 31 December 2006 to US105millionasattheLatestPracticableDate,isdueprimarilytothelaunchoftheAkebonoFundinApril2007.AsattheLatestPracticableDate,theAkebonoFundheldtwoshipinvestments−SenticLimited(wheretheacquisitionpriceoftheunderlyingvesselisUS105 million as at the Latest Practicable Date, is due primarily to the launch of the Akebono Fund in April 2007. As at the Latest Practicable Date, the Akebono Fund held two ship investments - Sentic Limited (where the acquisition price of the underlying vessel is US26.4 million) and Panmax Tanker S.A. (where the acquisition price of the underlying vessel is US46.7million).TheincreaseinthevalueofthevesselsinwhichourCompanyhasaninterest,fromUS46.7 million). The increase in the value of the vessels in which our Company has an interest, from US236 million as at 31 December 2006 to US$298 million as at the Latest Practicable Date, is due primarily to our Company’s investments in Rich Containership S.A. (where the acquisition price of the underlying vessel is US$71 million) and Matin Shipping (where the acquisition price of the underlying vessel is US$31 million). * Value of vessels is an aggregation of the total acquisition price paid or to be paid for each relevant vessel at the time of acquisition and does not represent our proportionate interest in the ship investment portfolio. Value of Vessels in our Ship Investment Portfolio (US$’million) as at 31 December 2004 as at 31 December 2005 as at 31 December 2006(1) as at Latest Practicable Date(2) Value* of vessels owned by ship-owning companies in which we have an interest Value* of vessels owned by investment funds in which we have an interest 117 155 66 105 33 214 236 298 0 50 100 150 200 250 300 350 400 450 GENERAL INFORMATION ON OUR GROUP 96  Selected key transactions completed: Mortgage Financing and Equity Syndication for Searex: Uni-Asia acted as the finance arranger for Searex for a US100.5millionnon−recourseloaninJanuary2004.TheproceedswereusedbySearextoacquiresixvesselsin2004.SearexissuedUS100.5 million non-recourse loan in January 2004. The proceeds were used by Searex to acquire six vessels in 2004. Searex issued US17.0 million of Performance Notes to investors out of which we subscribed for US$5.0 million, representing 29.4% of the total issued Performance Notes. The remaining 70.6% of the Performance Notes were issued to third-party investors. This deal demonstrates our track record as finance arranger and alternative investment administrator. Multiple roles as investor, administrator and fiscal agent of Searex: In addition to being an equity investor, we also acted as administrator and fiscal agent for Searex. For Searex Series I Fund, six vessels comprising bulk carriers and tankers were acquired in 2004 and 2005. As at the Latest Practicable Date, the fund disposed of five vessels and the remaining vessel is currently chartered out to third-party operators. As the investor of the fund, we were able to share in the investment returns of the fund. As the fund administrator and fiscal agent, we received performance bonus along with annual administration fees. Container vessel joint venture: A third private shipping joint venture between us and three other partners was launched in 2005 specializing in investment in container vessels. This joint venture invested US$56.3 million each in three panamax 3,500 TEU container vessels, or US$168.8 million in total. The vessels are being built by Hyundai Mipo Dockyard Co Ltd, Korea with delivery in 2007. Uni-Asia, with a 38% equity interest in the shipping joint venture, arranged financing for the three vessels. The 38% equity interest of our Company in the shipping joint venture comprises (i) US$380 paid in capital; and (ii) up to US$0.9 million in a shareholder’s loan. The container vessels have been chartered out to Italia Marittima of the Evergreen Group under an eight-year bareboat charter agreement, which has commenced following delivery of two vessels in April 2007 and June 2007. We have established a special purpose company in Panama, Panmax Tanker S.A. (“Panmax”), which entered into a contract with Xing Long Maritime S.A. (“Xing Long”) on 28 November 2006 for the construction and sale of a 50,000 DWT product tanker for approximately Yen 4.69 billion (or approximately US$39.5 million) (the “Shipsales Contract”). We provided a guarantee to Xing Long to guarantee the performance by Panmax of its obligations under the Shipsales Contract, including the obligation to pay for the price of the vessel. The guarantee will remain effective until the fulfillment of all obligations of Panmax under the Shipsales Contract. The following table sets out the payment obligations of Panmax under the Shipsales Contract and the intended manner of financing such payments: Actual / Indicative Instalment amount Details of Intended Manner of Financing Instalment Timeline payable to (Dependent on stage Xing Long of construction) 30 November 2006 Yen 469 million This instalment was initially financed through a (approximately bridging loan of US4.1millionprovidedbyourUS4.1 million provided by our US4.0 million) Company on 30 November 2006. Such bridging loan was repaid and replaced by another bridging loan of US$4.0 million on 28 May 2007. The interest payable under this bridging loan was set at the rate of London Inter-Bank Offer Rate (“LIBOR”) + 3% per annum with maturity date being 28 May 2008. This bridging loan may be refinanced in 2008 by way of an unsecured bank loan with a third-party financial institution at a lower interest rate than that under the bridging loan. GENERAL INFORMATION ON OUR GROUP 97 Actual / Indicative Instalment amount Details of Intended Manner of Financing Instalment Timeline payable to (Dependent on stage Xing Long of construction) 31 May 2007 Yen 469 million This instalment was primarily financed through a (approximately bridging loan of US$4.0 million provided by one of US4.0million)thethreesponsorsoftheAkebonoFund.Thisbridgingloanmayberefinancedin2008bywayofanunsecuredbankloanwithathird−partyfinancialinstitutionatalowerinterestratethanthatunderthebridgingloan.AroundMarchYen469millionThisinstalmentisintendedtobefinancedfrom2010(approximatelytheproceedsofanissueofPerformanceNotesbyUS4.0 million) the three sponsors of the Akebono Fund. This bridging loan may be refinanced in 2008 by way of an unsecured bank loan with a third-party financial institution at a lower interest rate than that under the bridging loan. Around March Yen 469 million This instalment is intended to be financed from 2010 (approximately the proceeds of an issue of Performance Notes by US4.0 million) the Akebono Fund. Around July 2010 Yen 469 million This instalment is intended to be financed from (approximately the proceeds of an issue of Performance Notes by US4.0million)theAkebonoFund,whichissuemayoccurbeforeApril2010.AroundNovemberYen2,814millionThisinstalmentisintendedtobefinanced2010(approximatelythroughdebtfinancingfromathird−partyfinancialUS4.0 million) the Akebono Fund, which issue may occur before April 2010. Around November Yen 2,814 million This instalment is intended to be financed 2010 (approximately through debt financing from a third-party financial US23.7 million) institution and drawn down upon delivery of vessel. Our Company envisages that we may furnish similar guarantees in future in the ordinary course of our business. In this connection, Panmax received a guarantee from Orix Corporation which is our shareholder for the due performance of the contractual obligations of Xing Long. We also provided a bridging loan of 10% of the contract price to Panmax for payment of the first 10% of the contract price. Such bridging loan is targeted to be repaid around May 2008, or earlier if Panmax refinances the bridging loan with a third-party financial institution. Upon such refinancing, the bridging loan provided by our Company would be discharged and we would be paid in full. On 19 June 2007, the entire issued share capital of Panmax, comprising 100 nil-paid shares of par value US100each,wastransferredtoInfiniteAssetfromthenomineecompanythenholdingsuchshares.Withthecompletionofthetransfer,Panmaxbecameawholly−ownedsubsidiaryofInfiniteAsset.Subsequently,InfiniteAssetpaidanaggregateamountofUS100 each, was transferred to Infinite Asset from the nominee company then holding such shares. With the completion of the transfer, Panmax became a wholly-owned subsidiary of Infinite Asset. Subsequently, Infinite Asset paid an aggregate amount of US10,000 in respect of the then-unpaid amounts on the shares, upon which the shares became fully-paid shares in the capital of Panmax. Upon transfer of Panmax to the Akebono Fund, Infinite Asset has undertaken to indemnify us from all claims which may arise from any default by Panmax of its obligations under the Shipsales Contract. Such indemnity is supported by a share charge given by Infinite Asset in favour of our Company over the entire share capital of Panmax. In the event of any default by Infinite Asset on its obligations under its indemnity to us, the share charge allows us to take over the ownership of the shares of Panmax on the tenth day after any such default by Infinite Asset. Our Directors believe that the exposure of our Company in giving the guarantee to Xing Long would be mitigated since we would, in the event of any default by Infinite Asset under its indemnity, be entitled to take possession of Panmax, which we may subsequently sell to other third-parties. It is the commercial intention of our Company that such sale would only take place if a replacement guarantee is obtained from the buyer of the vessel, to replace the guarantee given by our Company to Xing Long (subject to the credit standing of the replacement guarantor being acceptable to Xing Long). In addition, our Directors believe that the likelihood of a default by Panmax is mitigated by the fact that a material portion of the additional funds required by Panmax to fulfil its payment obligations under the Shipsales Contract would be provided by further issuances of Performance Notes by the Akebono Fund to investors who have already committed to subscribe for a total of US42.9millionprincipalamountofPerformanceNotes,fromtimetotimeuptoApril2010,ofwhichUS42.9 million principal amount of Performance Notes, from time to time up to April 2010, of which US11.5 million is intended to be utilised towards funding the payment obligations of Panmax. Nonetheless, in the event of a default by Panmax of its payment obligations under the Shipsales Contract, the GENERAL INFORMATION ON OUR GROUP 98 commercial intention of our Company is to enforce the share charge and acquire Panmax in accordance with the terms thereof. Depending on market conditions, our Company may either sell the shipbuilding contract or continue the shipbuilding contract and take delivery of the vessel. If we acquire Panmax and take delivery of the vessel, we would then have the option to charter it out to third-party or sell it in the open market. These would, again, depend on the prevailing market conditions at the time. As at the Latest Practicable Date, the net asset value of Infinite Asset was US7.7million.InfiniteAssetisashipholdingSPCanditsonlymaterialassetsarecurrentlyPanmaxTankerS.A.(whichwillownaproducttanker)andSenticLimited(whichownsabulkcarrier).DistressedAssetsInvestmentWestartedtoinvestdirectlyindistressedassetsin1998tocapitaliseonopportunitiesforustouseourowncapitaltopurchaseNPLsandotherdistressedassetsinAsia(excludingJapan)includingthePRC,HongKong,Thailand,Malaysia,Indonesia,thePhilippinesandKorea.WeusuallyinvestinNPLsthroughspecialinvestmentfundvehiclesestablishedbyusandwhichissuePerformanceNotestoUni−Asiaitselfandselectedinstitutionalco−investorstoraisefundingfordistressedassetsinvestments.OurNPLinvestmentstrategyistoleverageonournetworkofindustrycontactstofindopportunitiesthatsatisfyourcriteriaofhighcashflowgenerationandasignificantassetbaseonwhichwecangetsecurity.Opportunitiesaresourcedthroughanetworkofindustrycontactswhichincludefinancialinstitutions,suchasbanks,andaccountingfirmsactiveinNPLtransactions.WeaimtorecovertheNPLsandexittheinvestmentstorealiseareturnthroughvariousdebtrecoverypolicies.DebtcollectionandmonitoringofindividualNPLtransactionsareappliedeitherthroughanagentbank,receiverorliquidator,orledbyusiftheassetislocatedinthePRC,TaiwanorHongKong.WefocusontherecoveryofthedebtrepaymentsundertheNPLs.WedonotactivelyengageinthesecondarytradingofNPLsinwhichwebuydistressedassetswiththespecificpurposeofon−sellingtoanotherpurchaserofNPLs.Between1998and2004,wemadesixdirectinvestmentsthatincluded24NPLaccountswithavalueofapproximatelyUS7.7 million. Infinite Asset is a shipholding SPC and its only material assets are currently Panmax Tanker S.A. (which will own a product tanker) and Sentic Limited (which owns a bulk carrier). Distressed Assets Investment We started to invest directly in distressed assets in 1998 to capitalise on opportunities for us to use our own capital to purchase NPLs and other distressed assets in Asia (excluding Japan) including the PRC, Hong Kong, Thailand, Malaysia, Indonesia, the Philippines and Korea. We usually invest in NPLs through special investment fund vehicles established by us and which issue Performance Notes to Uni-Asia itself and selected institutional co-investors to raise funding for distressed assets investments. Our NPL investment strategy is to leverage on our network of industry contacts to find opportunities that satisfy our criteria of high cashflow generation and a significant asset base on which we can get security. Opportunities are sourced through a network of industry contacts which include financial institutions, such as banks, and accounting firms active in NPL transactions. We aim to recover the NPLs and exit the investments to realise a return through various debt recovery policies. Debt collection and monitoring of individual NPL transactions are applied either through an agent bank, receiver or liquidator, or led by us if the asset is located in the PRC, Taiwan or Hong Kong. We focus on the recovery of the debt repayments under the NPLs. We do not actively engage in the secondary trading of NPLs in which we buy distressed assets with the specific purpose of on-selling to another purchaser of NPLs. Between 1998 and 2004, we made six direct investments that included 24 NPL accounts with a value of approximately US30.5 million and realised a return of over eight times our investment within the period of approximately six years. We also invest in distressed assets through AAA, a Cayman Islands incorporated investment vehicle that is held by a charitable trust. AAA functions independently from Uni-Asia in accordance with recognised corporate principles. AAA was incorporated in the Cayman Islands on 26 July 2001, and registered in Hong Kong on 14 August 2001. It has two distressed assets investment funds, AAA Series I Fund and AAA Series II Fund, funded by the issuance of Performance Notes to us and a third-party independent Japanese financial institution. AAA Series I Fund and AAA Series II Fund were established in August 2001 and July 2003 respectively. The Performance Notes under the AAA Series I Fund and the AAA Series II Fund obligate the holder to provide the committed investment amount to the fund over a two-year drawdown period as the fund calls for funds to invest. Proceeds from the recovery of NPLs are distributed to performance noteholders semi-annually at the discretion of the fund.  AAA Series I Fund AAA Series I Fund is a distressed assets investment fund with the financial capability to invest up to US5.0millionwithafive−yeartermandtwo−yeardrawdownperiod.ThisfundhasclosedandthePerformanceNoteshavebeenfullyredeemed.WecommittedUS5.0 million with a five-year term and two-year drawdown period. This fund has closed and the Performance Notes have been fully redeemed. We committed US1.0 million as principal when the AAA Series I Fund was started in August 2001. AAA Series I Fund had an internal rate of return of approximately 156.6% from its inception in 2001 to 31 December 2006 based on 22 NPL investments, each representing an NPL account. The AAA Series I Fund has expired as at the Latest Practicable Date. GENERAL INFORMATION ON OUR GROUP 99  AAA Series II Fund AAA Series II Fund is a distressed assets investment fund with the financial capability to invest up to US15.0millionwithafive−yeartermandtwo−yeardrawdownperiodduetoexpireinSeptember2008.WecommittedUS15.0 million with a five-year term and two-year drawdown period due to expire in September 2008. We committed US5.0 million as principal when the AAA Series II Fund was formed in July 2003. AAA Series II Fund has made 19 NPL investments representing 58 NPL accounts since July 2003 to the Latest Practicable Date. The two-year drawdown period ended in July 2005 and the recovery period will end in July 2008. The AAA Series I and AAA Series II Funds target distressed or non-performing loan opportunities in Asia (excluding Japan) in the manufacturing, leasing, finance and hotel property sectors. The aim is to realise an investment return of over 20% within a 1-5 year time horizon. As at 31 December 2006, the PRC and Hong Kong accounted for approximately 80.2% of the total nominal value of AAA’s NPL investments of US$70.3 million and the rest are located in Thailand, Indonesia, Korea, Malaysia and the Philippines. We also act as the administrator of the distressed assets investment funds providing administration services such as monitoring, book-keeping and reporting services. We earn an administration fee on the drawdown of funds (for investment into NPLs) and an incentive fee for investment out-performance against a target hurdle rate. We also earn an agency fee for services to be provided in our capacity as the registrar and the fiscal agent of the funds. We have made arrangements with an administrative services provider in the PRC to carry out administrative and clerical services (such as appointment booking and minute taking), including any administrative work or liaison work with our PRC contacts. Other than the registration with the Administration for Industry and Commerce of Guangzhou (as stated in the section entitled “General Information on our Group – Regulations governing our Group’s activities in Hong Kong, Japan, Singapore and the PRC – Scope of our activities in the PRC” in this Prospectus), we do not require any registration or licensing under PRC law for our activities in the PRC that arise only from the management and administration of the debtors of our NPLs who are located in the PRC. Selected key transactions completed include: Restructuring and recovery of a leasing company in the PRC: We acquired a 40% equity interest in a joint venture leasing company in the PRC in 1998 and took over the management of the restructuring and recovery exercise of the joint venture’s non-performing assets. The joint venture leasing company was sold to a third-party in 2004. Liquidation of Pacific Leasing: We acquired the NPLs of Pacific Leasing, a sino-foreign joint venture leasing company in Shanghai, in 1999. Pacific Leasing was an independent third-party company incorporated in the PRC. In 2000, Pacific Leasing’s license expired and it entered into a period of voluntary liquidation. We became the largest creditor with a 31.1% exposure to Pacific Leasing’s total debt. The recovery measures and efforts taken by us were successful and highlighted our strong workout techniques and strategies. Pacific Leasing set a precedent in Shanghai as:  the first bankruptcy case applied by overseas creditors  the first bankruptcy case against a sino-foreign joint venture leasing company in the PRC  the first bankruptcy case against non-bank financial institutions licensed by MOFTEC The case was accepted by the court, and Uni-Asia and related parties finalised the lawsuit successfully in December 2002. Our Company has recovered 22.59% out of the total registered debt owed to us by Pacific Leasing. Following the liquidation of Pacific Leasing, there were no further outstanding amounts that remained recoverable. GENERAL INFORMATION ON OUR GROUP 100 Property Investment Property Investment and Management - Japan We invest in real estate in Japan through Capital Advisers. Capital Advisers focuses on investment in and management of residential and hotel related real estate assets in Japan. It seeks investments across a range of locations with a focus on balanced risk and return. Capital Advisers was established in 1998 as our wholly-owned subsidiary. In May 2003, Capital Advisers raised Yen 985 million (or approximately US$8.2 million) in shareholders’ equity capital from a number of independent third-party investors as part of its strategic expansion. Our shareholding interest in Capital Advisers was diluted to 44.8% and as a result, Capital Advisers became our associated company. Capital Advisers, by itself or in cooperation with its business partners, looks for the appropriate property to invest in. At the initial stage of the investment, it arranges the investment structure, establishes a SPC which owns the property in the form of a trust, arranges equity contribution to the SPC, arranges non- recourse loan from financial institutions on behalf of the SPC. Capital Advisers itself may invest in the SPC as a minority investor. Capital Advisers also acts as the asset manager of the assets owned by the SPC and manages the SPC’s assets including the invested property on behalf of the SPC, eventually on behalf of the investors. At the end of the investment period or sometimes during the investment period, in order to maximise investors’ return, Capital Advisers also engages in a selling procedure as the asset manager. Capital Advisers manages over Yen 58.5 billion (or approximately US491.9million)inassetswhichincludesacontributionofapproximatelyYen2.0billion(orapproximatelyUS491.9 million) in assets which includes a contribution of approximately Yen 2.0 billion (or approximately US16.8 million) of its own capital as at the end of 2006.  Property Investment - Japan In 2000, we, through our then wholly-owned subsidiary Capital Advisers, established an investment partnership with Grosvenor Asia to invest in residential properties in Tokyo. The Grosvenor Group is an international property development and investment group. It has regional operating companies covering Australia, Asia Pacific, the Americas, Britain and Ireland and Continental Europe and an international fund management business which operates across all these markets. The investment partnership was followed by the establishment of the GCAP Fund in 2004. The GCAP Fund is jointly managed by Grosvenor Asia and Capital Advisers through Grosvenor Capital Advisers Fund Management Co., Ltd. and is anticipated to grow to more than Yen 20 billion (or approximately US194.4million)whenfullyinvestedbasedonitshistoricalborrowingcapabilityandcommittedequityfundsofYen6.3billion(orapproximatelyUS194.4 million) when fully invested based on its historical borrowing capability and committed equity funds of Yen 6.3 billion (or approximately US61.2 million). The equity size of each investment fund ranged from US1.4milliontoUS1.4 million to US38.5 million. The equity investors to the funds are financial institutions, real estate companies and corporations mainly based in Japan and Southeast Asia. Capital Advisers itself invested Yen 2.0 billion (or approximately US$16.8 million) as a minority equity investor as at 31 December 2006.  Hotel Properties Investment - Japan In 2001, Capital Advisers directed its attention to the asset investment/management business in the hotel property sector. In the hotel property sector, Capital Advisers focuses mainly on investment in limited-service hotels. The number of hotels in which Capital Advisers has been engaged in as asset manager and invested in as minority investor totalled 11 by the end of 2006. Capital Advisers, as the asset manager in hotel property investments, employs a team which is experienced in the hotel sector and not only manages the hotel assets but also monitors the hotel operation itself. The total asset of the hotel investments was over Yen 16.9 billion (or approximately US$142.5 million) as at 31 December 2006. The total equity invested was about Yen 5.4 billion (or approximately US$45.5 million), of which Capital Advisers’ interest ranged from 5.0% to 51.9%. In GENERAL INFORMATION ON OUR GROUP 101 relation to the hotel property investment, in 2004, Capital Advisers invested in another asset management company engaged in Japanese real estate investment trust which specialises in hotel properties and which was listed in Japan on 14 June 2006. In view of Capital Advisers’ growth and expansion strategy, they may from time to time consider various fund raising options, such as new equity injection. In the event of a new equity injection, our interest in Capital Advisers may be diluted.  Residential Investment - Japan Since February 2004, Capital Advisers has also been engaged in the investment in and asset management of residential properties, with a focus on small-size studio apartment buildings. The number of these type of buildings managed and/or invested in by Capital Advisers reached 10 in 2004, 31 in 2005 and 50 in 2006. Capital Advisers earns an arrangement, asset management and administration fee for its services as the asset manager of the property investment portfolio. It also participates in the return to investors in the portfolio as a minority equity investor in the property investment funds. Principal Investments in Properties - PRC In January 2007, we established a wholly-owned property investment company, Uni-Asia Guangzhou, in Guangzhou, Guangdong Province, the PRC, with a paid-in capital of US$3.0 million. Our Group will continue to explore property investment opportunities in the PRC under new property guidelines introduced by the PRC government in July 2006, and property investment opportunities in Southeast Asia. At the end of June 2007, Uni-Asia Guangzhou completed the acquisition of 14 office units with gross floor area of 1,304 sq m of the China Shine Plaza, a commercial development in the Tianhe commercial district in Guangzhou. We intend to lease the office units to third-parties. SALES AND MARKETING We conduct sales and marketing activities out of our three offices in Hong Kong, Japan and Singapore. We use our network of industry contacts and existing client base, built up from over nine years of establishing the business to source for investment opportunities. Most marketing activities in structured finance advisory are done directly where senior professionals meet existing and potential clients to provide proposals for transactions or advice on existing deals. We also receive referrals from our existing clients and business partners with whom we have developed relationships. Co-investors of the direct investment funds we invested in are sourced primarily through our broad network base and client relationships. Our Directors believe that we have repeatedly demonstrated an ability to secure ties with strategic partners and co-investors in each of our Alternative Assets investment funds due to our extensive contact base. Likewise, deals are also sourced through our internal contact base along with sourcing agents and industry referrals. MAJOR CLIENTS For FY2004, FY2005 and FY2006, we generated total fee income from our five largest clients of approximately US5.0million,US5.0 million, US9.9 million and US$8.8 million, respectively, representing 90.2%, 80.8% and 89.2% of our total fee income during the corresponding period. The aggregate fee income received from our clients as a proportion of our total income was approximately 34.1%, 54.1% and 45.4% for FY2004, FY2005 and FY2006 respectively. GENERAL INFORMATION ON OUR GROUP 102 The following table sets forth our clients who account for 5% or more of our total fee income received for FY2004, FY2005 and FY2006 below: As a percentage of total fee income (%) Name of Clients FY2004 FY2005 FY2006 CIDO Holding Co., group of companies(1) – 16.1 – Dainichi-Invest Corporation(2) – 17.5 – Evergreen Group(3) 29.4 11.6 34.8 Mitsubishi Heavy Industries(4) – 9.0 22.1 Niki Shipping Company INC(5) 6.6 – – P .T. Berlian Laju Tanker TBK(6) 9.2 – – Wisdom Marine Lines S.A.(7) – – 5.6 Funds and joint ventures set up by us AAA Strategic Investment Limited 5.4 5.7 6.7 Container Vessel Fund(8) – 16.1 – Searex Asset Management Ltd 39.5 19.5 19.9 Notes: (1) Korea-based shipping group (2) Japanese shipping company (3) Taiwan-based transport conglomerate in aviation and shipping (4) Japanese ship/transport equipment conglomerate (5) Greek shipping company (6) Indonesian shipping conglomerate, listed on the SGX-ST, Jakarta Stock Exchange and Surabaya Stock Exchange (7) Taiwanese shipping company (8) Comprising Falcon Containership S.A , Fortitude Containership S.A. and Union Containership S.A. Save as disclosed in the section entitled “Interested Person Transactions” in this Prospectus, none of our Directors or Substantial Shareholders is related to or has had any interest in clients who accounted for 5% or more of our total revenue for FY2004, FY2005 and FY2006. BUSINESS PARTNERS Relationship with HSH Nordbank We have a close working relationship with HSH Nordbank, one of our shareholders and the largest shipping bank in the world focusing on container vessels, tankers, bulk carriers and roll-on-roll-off ships. HSH Nordbank has a strong presence in Germany, Scandinavia, Greece, and the United States, although clients from across Europe and Asia represent a significant portion of their credit portfolio. We act as a marketing intermediary for HSH Nordbank in Asia in sourcing maritime transactions and also partner HSH Nordbank in arranging debt syndication. A recent example where we and HSH Nordbank worked in partnership was in arranging the US$127.8 million term loan facilities for CIDO Holding Co., Ltd. to finance the purchase of ships. We and HSH Nordbank as joint coordinating arrangers, project-managed the transaction and marketed the transaction to debt syndicate lenders. HSH Nordbank was also the senior lender being the underwriter to the loan. In addition, HSH Nordbank was a co-lender in the Searex Series I Fund. GENERAL INFORMATION ON OUR GROUP 103 Relationship with Exeno Yamamizu We and Exeno Yamamizu have jointly managed the Searex Series I Fund since the end of 2003 where we have acted as administrator, registrar, fiscal agent and sometimes finance arranger for transactions and Exeno Yamamizu has been overall project manager. Exeno Yamamizu is one of the largest shipping brokers in Asia and their client network covers major shipping companies. This cooperation has brought us a broader market coverage in terms of chartering and sale and purchase of vessels. A new joint venture company, Uni-Ships and Management Limited, was established in 2005 to carry out the responsibilities of project manager for Searex Series II Fund. Relationship with Grosvenor Asia Grosvenor is an international property development and investment group. It has regional operating companies covering Australia, Asia Pacific, the United States, Britain and Ireland and Continental Europe and an international fund management business which operates across all these markets. Grosvenor invests in and manages offices, shopping centres, retail, residential and industrial property. Anchored by its ownership and management of the Mayfair and Belgravia estates in Central London, Grosvenor is one of the largest, private real estate companies in the UK and has been operating in Asia for over 10 years. In 2000, we and Grosvenor Asia jointly established an investment partnership with another investor to invest in residential properties in Tokyo. This was followed in 2004 with the establishment of the GCAP Fund. The fund is jointly managed by Grosvenor Asia and Capital Advisers through Grosvenor Capital Advisers Fund Management Co., Ltd. Relationship with CMTB CMTB is one of the largest trust banks in Japan and our 10.7% Shareholder. We collaborated with CMTB through Capital Advisers, our then wholly-owned subsidiary, to invest in property projects in Japan and in addition, CMTB has been cooperating with Capital Advisers on various other transactions such as transfer agency and lending arrangements since 2002. INTELLECTUAL PROPERTY We market our services under our “Uni-Asia” logo and name as shown below: Uni-Asia Finance Corporation GENERAL INFORMATION ON OUR GROUP 104 We are the registered proprietors of our “Uni-Asia” logo. As at the Latest Practicable Date, the details relating to the registration of our trademark are as follows: Place of Registration Registration Trademark Application Class number Date Status Uni-Asia device Hong Kong 35(1) and 36(2) 300421091 17 May 2005 Registered “UNI-ASIA FINANCE Hong Kong 35(1) and 36(2) 300421073 17 May 2005 Registered CORPORATION” Hong Kong 35(1) and 36(2) 300421082 17 May 2005 Registered “UNI-ASIA FINANCE Japan 35(1) and 36(2) 4911813 2 December 2005 Registered CORPORATION” Uni-Asia device Japan 35(1) and 36(2) 4914362 9 December 2005 Registered Uni-Asia device Taiwan 35(1) and 36(2) 01199347 1 March 2006 Registered “UNI-ASIA ” Taiwan 35(1) 01212538 1 June 2006 Registered Taiwan 36(1) 01212539 1 June 2006 Registered Uni-Asia device, PRC 35(1) and 36(2) – – Application “UNI-ASIA FINANCE submitted on CORPORATION” and 17 June 2005, Pending(3) Uni-Asia device Singapore 35(1) T05/08232H 19 May 2005 Registered Uni-Asia device Singapore 36(2) T05/08233F 19 May 2005 Registered “UNI-ASIA FINANCE Singapore 35(1) T05/08206I 19 May 2005 Registered CORPORATION” “UNI-ASIA FINANCE Singapore 36(2) T05/08207G 19 May 2005 Registered CORPORATION” Notes: (1) Class 35 relates to business management and organisation consultancy and business management assistance. (2) Class 36 relates to, inter alia, financial consultancy, financial planning services, investment advisory services, investment management services, management of funds, assets and trusts for others, debt financing, provision and financing of loans, real estate management, and banking services. (3) Currently, we have no reason to believe that the trademark application in the PRC will be declined by the relevant authorities in the PRC, and we are not of the view that the delay in the trademark registration in the PRC would pose a material risk to our Company’s financial performance. INSURANCE As at the Latest Practicable Date, we have in place insurance policies in respect of the following (subject to exceptions and exclusions and the conditions of the respective policy): (i) personal accident, medical and travel insurance policies for our employees as well as employees’ compensation insurance; (ii) office insurance against, inter alia, loss of or damage to property and interruption of the operations of business; GENERAL INFORMATION ON OUR GROUP 105 (iii) burglary insurance against loss by theft or burglary or any damage to our property or to our premises that arose due to any such theft and burglary or to any attempted threat in respect of our current manufacturing facility and the office equipment, furniture, fixtures and fittings located therein; and (iv) Protection and Indemnity insurance as well as hull and machinery insurance for the vessels owned by ship investment funds/companies that we invested in. Our Directors believe that the above insurance policies are adequate for our business. REGULATIONS GOVERNING OUR GROUP’S ACTIVITIES IN HONG KONG, JAPAN, SINGAPORE AND THE PRC Overview Scope of our activities in Hong Kong Our operations are principally conducted from Hong Kong, although the activities which we carry on in Hong Kong do not comprise activities that require our Company or any of our subsidiaries to be licenced in Hong Kong. Structured Finance In relation to our structured finance business, we act as an arranger of financing, but do not ourselves lend money to third-parties. We are accordingly not required to be regulated under the Banking Ordinance (Cap. 155 of the Laws of Hong Kong) nor do we require a licence for the purposes of the Money Lenders Ordinance (Cap. 163 of the Laws of Hong Kong). In relation to the advice which we impart to third-parties in relation to our structured financing activities, such advice does not constitute advising in relation to securities for the purposes of the SFO as the relevant products arranged for third-parties comprise bank loans, finance leases or other banking-specific products. Moreover, such advice does not amount to corporate finance advice for the purposes of the SFO, again because the relevant products do not constitute securities as defined in that Ordinance. Alternative Assets Investment In relation to the fund structures which we have devised and established for the purposes of effecting investment by us, as principal, and by co-investors, in both ships and NPLs (and other distressed assets), the various roles performed by us do not fall to be regulated under the SFO. We act as administrator, registrar and fiscal agent of the two funds, the Searex Series I Fund and the Searex Series II Fund, dedicated to investment in ships, and the two funds, the AAA Series I Fund and the AAA Series II Fund, dedicated to investment in distressed debt assets, being typically NPLs. Each of the fund vehicles, namely Searex and AAA, is a limited liability company, in each case, managed by the board of directors of the relevant company. It is the responsibility of each such board to originate and implement all transactions relevant to the fund, including acquisitions and disposals of the underlying investments. In this regard, prior to implementing any such transaction, the relevant fund vehicle reports to a monitoring committee that represents the parties who have invested in the underlying notes (namely, the Searex Series I Notes and the Searex Series II Notes, or the AAA Series I Notes and the AAA Series II Notes, as the case may be). The composition of the monitoring committee of the Searex Series I Fund comprises five individuals, two of whom are our representatives (the other three being the representatives of other investors in the Searex Series I Notes). The composition of the monitoring committee of the Searex Series II Fund comprises seven individuals, one of whom is our representative (the other six being the representatives of other investors in the Searex Series II Notes). In cases where the relevant fund (Searex Series I Fund and Searex Series II Fund) proposes to implement any investment related matter, such as acquiring or disposing the shares of a single purpose vehicle, itself owning a ship, Searex prepares a report for the monitoring committee which, having raised any queries, has the right to issue, or not issue, a “notice of GENERAL INFORMATION ON OUR GROUP 106 awareness”. Should such a notice be issued, Searex may, but is not obliged to, proceed with the transaction. If such a notice is not issued, Searex would internally consider suitable modifications be made to the proposal such that it might become acceptable to the investors. The monitoring committee for the Searex Series I Fund and the Searex Series II Fund acts on the basis of a simple majority of its monitoring committee members, and is therefore not under our control. In the case of the AAA Series I Fund and the AAA Series II Fund, each is operated along lines similar to those described above. Accordingly, management of both such funds resides in the board of directors of AAA itself. The monitoring committee applicable to both the AAA Series I Fund and the AAA Series II Fund comprises three individuals, two of whom are our representatives. All decisions of the monitoring committee concerning the issue, or not, of a “notice of awareness” require the unanimous consent of the committee’s members, meaning that the monitoring committee is not under our control. Our Directors have given due consideration to the question of whether or not any of the activities of our Company fall under the regulation of SFO and are aware, in particular, that the following constitute “regulated activities”:  dealing in securities (requiring a type 1 licence);  advising on securities (requiring a type 4 licence);  asset management (requiring a type 9 licence). Our Directors are satisfied that we do not perform any activity that is regulated under the SFO, in which regard, our Directors confirm that Uni-Asia does not deal in or manage assets for and on behalf of the relevant funds, either in our capacity as administrator or as one of the parties represented on the various monitoring committees. Moreover, our Company does not provide any form of investment advice to the funds in relation to their respective investment decisions. Finally, our Directors have noted that, in any event, the underlying assets of both the Searex Series I Fund and the Searex Series II Fund and both the AAA Series I Fund and the AAA Series II Fund would not, generally, be considered as “securities” for the purposes of the SFO. In the case of the Searex Series I Fund and the Searex Series II Fund, the underlying investments are made through special purpose vehicles, each a private company (within the meaning of section 29 of the Companies Ordinance) which, in turn, owns the underlying ship. Securities in such private companies are expressly exempted from the definition of securities in the SFO. Moreover, the underlying assets of the AAA Series I Fund and the AAA Series II Fund generally comprise NPLs, being assets that would not ordinarily be considered as securities for the purposes of the SFO. In relation to our Company’s role as subscriber to the Funds, a money lender’s licence is not considered by our Directors to be necessary as our Company’s ordinary business does not primarily or mainly involve the lending of money, in the ordinary course of that business. Scope of our activities in Japan We have one subsidiary in Japan, Uni-Asia Finance Corporation (Japan), involved in finance arrangement in Japan and the provision of related advisory services. Uni-Asia Finance Corporation (Japan) has obtained a registration from the Governor of Tokyo Prefecture to carry on the business of money lending (the registration being transliterated as a “Kashikingyo Touroku”). The registration which expired on 26 December 2006 was renewed and extended to 26 December 2009 and remains in full force and effect. So far as our Directors are aware, no other licences or registrations are necessary for Uni-Asia Finance Corporation (Japan) to carry on its business in accordance with its current scope and practice. However, Uni-Asia Finance Corporation (Japan) will have to apply for newly created registration under the new Financial Instruments and Exchange Law (the “Law”) (presently the Securities and Exchange Law) if it will be engaged in the solicitation to potential clients to acquire interest in general or limited partnership or Tokumei Kumiai. The new Law extends the coverage of the regulation to such interest which has not been regulated. The major part of the Law, including the registration regulation will enter into force on such date on or before 13 December 2007 as will be designated by the Cabinet Order. GENERAL INFORMATION ON OUR GROUP 107 In addition, we have a 44.8% interest in Capital Advisers Co., Ltd., a company which invests in and manages certain real estate assets, including hotel and residential properties. Capital Advisers has obtained: (i) a registration from the Governor of Tokyo Prefecture to carry on the business of money lending (the registration being transliterated as a “Kashikingyo Touroku”). The current registration expires on 17 September 2007 and remains in full force and effect; (ii) a Housing and Property Dealer Licence (transliterated as a “Takuchi Tatemono Torihikigyo Menkyo”) which expires on 30 August 2007 and remains in full force and effect; and (iii) a registration from the Prime Minister to carry on the business of selling interest in the various trust funds (such registration being transliterated as “Shintaku-Juekiken Hanbaigyo Touroku”) which expires on 17 May 2008. However, Capital Advisers will in the future have to apply for newly created registration under the new Financial Instruments and Exchange Law mentioned above, unless it changes the modes of transactions it structures. The new Law extends the coverage of regulation to such products as have not been under any regulation. Also, the above “Shintaku-Juekiken Hanbaigyo Touroku” will be abolished and uniformly regulated with other business of financial products under the new Law. We understand that Capital Advisers intends to seek registration under the new Law. When such registration is granted under the new Law, its existing registration from the Prime Minister to carry on the business of selling interest in the various trust funds (“Shintaku-Juekiken Hanbaigyo Touroku”) will be superseded and will automatically expire. As such, Capital Advisers will not maintain their current registration alongside the new registration under the new Law (when granted). We also understand that Capital Advisers intends to renew the registration from the Governor of Tokyo Prefecture to carry on the business of money lending, as well as the Housing and Property Dealer Licence upon their expiry. So far as our Directors are aware, no other consents, licences, registrations or the like are necessary or required for Capital Advisers to carry on its business in accordance with its current scope and practice. In any event, Capital Advisers is no longer our wholly-owned subsidiary and is only our associated company. Scope of our activities in Singapore We have one subsidiary in Singapore, Uni-Asia Capital (Singapore) Limited, whose principal businesses are: (i) to provide loans to shipping clients, typically secured by vessel mortgages; (ii) to arrange ship chartering; and (iii) to provide project management. Uni-Asia Capital (Singapore) Limited acts as administrator, registrar, fiscal agent and project manager to Akebono Capital Limited, which is the issuer of the Performance Notes in relation to the Akebono Fund. Akebono Capital Limited is a limited liability company, managed by its board of directors. It is the responsibility of the board to originate and implement all transactions relevant to the fund, including acquisitions and disposals of the underlying investments. Prior to implementing any such transaction, the board will consult the monitoring committee that represents the parties who have invested in the underlying notes. The board of Akebono Capital Limited prepares a report for the monitoring committee which, having raised any queries, has the right to issue, or not issue, a “notice of awareness”. Should such a notice be issued, Akebono Capital Limited may, but is not obliged to, proceed with the transaction. If such a notice is not issued, Akebono Capital Limited would internally consider suitable modifications be made to the proposal such that it might become acceptable to the investors. GENERAL INFORMATION ON OUR GROUP 108 The composition of the monitoring committee comprises four individuals, one of whom is our representative (the other three being the representatives of other investors in the Akebono Fund), meaning that the monitoring committee is not under our control. The monitoring committee for the Akebono Fund acts on the basis of a simple majority of its monitoring committee members, except where unanimous approval of all the representatives of the monitoring committee is required in relation to certain cases such as the proposal by the issuer of the Performance Notes for any modification of any provision of the administration and project management agreement or any arrangement in respect of the obligations of the issuer thereunder. In the case of a transaction with an affiliate of any sponsor of the Akebono Fund, namely Mitsui & Co., Ltd, Exeno Yamamizu and our Company, a valuation of the relevant asset from a professional valuer (other than the sponsor) or from other persons (if approved by the representatives of the monitoring committee (other than those nominated by the sponsor whose affiliate will be involved in the transaction)) shall be obtained, unless such requirement is waived by representatives of the monitoring committee (other than those nominated by the Sponsor whose affiliate will be involved in the transaction). With regard to the business of providing loans to shipping clients, Uni-Asia Capital (Singapore) Limited has obtained a renewal of its Certificate of Exemption under Section 36 No. 1752 dated 4 November 2004, issued by the Government of Singapore pursuant to the Moneylenders Act, Chapter 188 of Singapore (the “Moneylenders Act”). Uni-Asia Capital (Singapore) Limited first obtained a Certificate of Exemption dated 14 January 2002 and which was effective from 4 January 2002 and expiring on 3 January 2008. The Certificate of Exemption provides an exemption to Uni-Asia Capital (Singapore) Limited from compliance with the provisions of the Moneylenders Act in respect of loans granted to finance or re-finance the purchase of a vessel(s), vessel’s engines, vessel’s parts and related equipment and components, for commercial or industrial purposes and/or for working capital in connection with which the vessel is inter-alia granted as security for the loan and/or generally in connection with ship finance. Uni-Asia Capital (Singapore) Limited did not provide any loans in Singapore prior to obtaining the Certificate of Exemption. So far as our Directors are aware, apart from the exemption referred to above, no other consents, licences, registrations or the like are necessary or required for Uni-Asia Capital (Singapore) Limited to carry on its business in accordance with its current scope and practice. Scope of our activities in the PRC We have one subsidiary in the PRC, Uni-Asia Guangzhou, involved in property investment and management. Uni-Asia Guangzhou has earlier obtained approval for the establishment of the company from the Bureau of Foreign Trade and Economic Cooperation of Tianhe District, Guangzhou Municipality and was duly registered with the Administration for Industry and Commence of Guangzhou. Uni-Asia Guangzhou can carry on the business of leasing, operating and management of its owned properties according to the requirements under the business licence issued by the Administration for Industry and Commence of Guangzhou (which will expire on 9 January 2037) and within the approved scope of business. So far as our Directors are aware, no other consents, licences, registrations or the like are necessary or required for Uni-Asia Guangzhou to carry on its business in accordance with its current scope and practice. SEASONALITY There is no apparent seasonality observed within the industries in which we operate. However, we experience some seasonality in the recognition of profits. We concentrate on marketing and sales activities in the first half of each financial year and typically only complete our transactions and profits from such transactions are only realised and recorded in the second half of the financial year. GENERAL INFORMATION ON OUR GROUP 109 COMPETITION Our Directors believe that competition in our industry is intense and we have to compete with companies that may have wider name recognition, more resources, a broader range of services including the ability to provide debt directly, as well as arranging it, and a longer operating history than us. Our Directors believe we face competition from the finance arrangement departments of commercial banks and investment banks, funds that make direct investments into Alternative Assets and property companies that make secondary acquisitions of property. The market in Asia for finance arrangement and direct investments is very competitive and many financial institutions operate in our key geographical markets of Hong Kong, the PRC, Japan and Singapore. Our Directors do not believe any of our competitors have the exact same mix and focus of business as us, however each of our competitors tends to compete with us on a particular type of activity, such as only in finance arrangement or only in direct investment into ships, NPLs or property. Our Directors believe that we are able to effectively compete with our competitors based on our focus on our strengths (as stated in the section entitled “General Information on our Group – Competitive Strengths” of this Prospectus) and by providing our customers with a level of service that meets or exceeds their expectations, hence leading to repeat business from satisfied customers, as well as referrals from them for new business opportunities. Our Directors have identified the following competitors in each area of our business: Area of business Competitors Structured finance Banks, financial advisory and consulting firms, hedge funds, leasing companies and ship brokers Distressed assets Hedge funds Property investment/management Property funds, property developers and real estate investment trusts Ship investment Shipping companies and shipping trusts COMPETITIVE STRENGTHS We believe that our key competitive strengths are as follows: Experienced Executive Directors and Management Team Our Executive Directors and management team are experienced professionals in the structured finance industry and alternative asset investments. Our co-founders and Executive Directors, Messrs Motokuni Yamashiro, Kazuhiko Yoshida and Michio Tanamoto co-founded Uni-Asia in 1997. A summary of their work experience is set out below and further details may be found in the section entitled “Directors, Management and Staff” in this Prospectus:  Mr. Motokuni Yamashiro is our Chairman and Executive Director. Mr. Yamashiro has over 40 years of experience in the banking sector. Prior to founding our Company, he was with The Hokkaido Takushoku Bank since 1967 and was the Chairman of Takugin International (Asia) Limited, the offshore merchant banking arm of The Hokkaido Takushoku Bank between 1992 to 1997.  Mr. Kazuhiko Yoshida is our Chief Executive Officer and Executive Director. He has over 27 years of experience in banking and credit analysis, specialising in structured finance of maritime vessels and aircraft. Prior to founding our Company, he was a senior manager in Sumitomo Trust and Banking Co., Ltd. following which, he was a director/deputy general manager of Takugin International (Asia) Limited, the offshore merchant banking arm of The Hokkaido Takushoku Bank, from 1992 to 1997. Mr. Yoshida is also currently a director of Capital Advisers. GENERAL INFORMATION ON OUR GROUP 110  Mr. Michio Tanamoto is our Chief Operating Officer and Executive Director. Mr. Tanamoto has over 26 years of experience in banking based in Japan, Hong Kong and Singapore. Prior to founding Uni-Asia in 1997, he joined The Hokkaido Takushoku Bank in 1980 and was the senior manager of Takugin International (Asia) Limited, the offshore merchant banking arm of The Hokkaido Takushoku Bank between 1988 and 1993. Following which, he was the deputy general manager of the Singapore Branch of The Hokkaido Takushoku Bank from 1995 to 1997. We believe that we have a clear understanding of our industry requirement and possess a client-driven focus and an established investment strategy. Our staff is committed to provide value-added and innovative services to our clients. Our Executive Directors, Executive Officers and employees collectively own approximately 19.7% of our post-Invitation issued share capital. We believe that this has helped align their interests with those of our Company and foster a sense of commitment. In addition, we have in place an employee share option scheme to motivate and foster a stronger sense of ownership amongst our staff. Please refer to the section entitled “Uni-Asia Share Option Scheme” in this Prospectus for further details of our Scheme. We have a successful track record of integrated capabilities in our specialist fields We have a strong background and experience in finance arrangement and investment in Alternative Assets. Based on our track record, we have been able to successfully identify opportunities, formulate structures and execute them effectively. By leveraging on this strength, we focus on activities where our experience and established relationships provide a competitive advantage. Further details of selected key transactions may be found in the section entitled “General Information on our Group – Business Overview” in this Prospectus. As transport-related finance arrangement and alternative asset investments are specialised fields, we believe that we are able to achieve the following competitive advantages:  Comprehensive range of value-added and innovative structures We offer a comprehensive range of services that helps our clients achieve their business and/or financing objectives. We provide a range of customised structured finance products and services such as the arrangement of ship and aircraft leases, mortgage financing, charter arrangements for vessels, tax-enhanced leases and loans and balance sheet management. The availability of such a broad and comprehensive product range enables us to offer our clients integrated and innovative solutions. It also allows us to cater to any periodic change in requirements in any of our target industries.  Scalable execution capabilities Our business allows us to explore multiple opportunities based on common product requirements across geographic markets. We are able to leverage on our existing competencies, resources and network to execute our expansion initiatives into new sectors and across geographical locations. We believe that we are one of the few industry participants who have in-house capabilities for both structured finance and Alternative Assets investment. This combination has also allowed us to develop long-term relationships with and meet the needs of our existing and new clients through our comprehensive range of services.  Effective internal processes and practices We have developed internal business processes and practices to enable us to function efficiently and effectively in our dealings with clients and our approach to other relationships. We believe that our intimate knowledge of global transport and Alternative Assets markets and trends provides us with an advantage over our competitors in structuring and investments. We believe that this focus has allowed us to structure customised solutions to our clients’ requirements. In addition, with our “boutique” size and lean organisational structure, we are able to function with greater flexibility and speed in comparison to some of our larger competitors. GENERAL INFORMATION ON OUR GROUP 111 We are able to leverage on our relationships with our well-established network We have a well-established and strong network of contacts. The engagement of clients and provision of services are carried out with the objective of creating and maintaining long-term relationships. In addition to our client relationships, we have also been able to build other long-term business relationships through our investments, partners, corporate shareholders and brokers. We have been able, and will continue, to leverage on these relationships and network to support us in identifying new business opportunities and in assisting us to formulate new and innovative structures to address the requirements of our business associates. This has resulted in us obtaining repeat businesses from our existing clients as well as new referrals from our existing network. The strengths and geographical spread of these relationships enable us to provide cross-border services to our clients such as the recovery of PRC NPLs acquired from Japanese banks and ship finance in Asia financed by European financial institutions. EXCHANGE CONTROLS Our operations are largely located in Hong Kong, Japan, Singapore and the PRC. Hong Kong Pursuant to Article 112 of the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China (Cap 2101), there are no foreign exchange control policies in Hong Kong. The Hong Kong dollar is freely convertible. Profits, royalties, interest and capital can also be freely converted and repatriated. Japan Foreign exchange matters are regulated by the Law on the Foreign Exchange and Foreign Trade (“FEFT Law”), and cabinet orders and ministerial ordinances thereunder. Under the FEFT Law, capital transactions as defined by the FEFT Law including investment from and to Japan as well as trans-border payments may be freely conducted except for certain extraordinary cases such as transaction with certain countries or for certain business where permit or notification for review prior to the transaction is required. Neither our Company nor our Shares fall under such exception. Nevertheless, a report after the transaction is normally required for a capital transaction exceeding Yen 100 million (or Yen 1 billion for some transactions) and for a trans-border payment exceeding Yen 30 million except in case of settlement of international trade. Also, notification prior to the transaction is required for physical import and export of cash or negotiable instruments exceeding Yen 1 million or of gold exceeding 1 kilogramme. Singapore There are currently no exchange controls in Singapore. PRC In 1994, the PRC reformed the foreign exchange system, combined the RMB exchange rates, adopted the bank exchange settlement system and set up a unified inter-bank foreign exchange market. Since 1 December 1996, the PRC has introduced a new system of foreign exchange control under which RMB is convertible on current accounts, but strict administrative measures are still in place for capital account. Foreign exchange is not allowed to circulate or to be used in lieu in the settlement of accounts except in free trade zones. Any organisation or individual with international balance of payment (including overseas-invested businesses, foreign financial institutions and the resident PRC offices of foreign legal persons except for those of international organisations and foreign embassies or consulates) should declare for statistical purposes their international balances and go through the foreign exchange settlement and sales procedure when collecting foreign exchange in export and paying foreign exchange in import. The control over the confirmation of foreign exchange payment to banks in Mainland China and the control over export tax refund are closely linked. GENERAL INFORMATION ON OUR GROUP 112 Material Measures The State Administration of Foreign Exchange (“SAFE”) in the PRC achieves its targets mainly through a foreign exchange registration system, account categorization system and annual survey system.  Foreign Exchange Registration A foreign investment enterprise should, within 30 days after obtaining the business license, apply for going through the procedure of foreign exchange registration with its domiciled branch of SAFE. After examining the documents submitted by the enterprises, SAFE shall issue a Foreign Exchange Registration Certificate for Foreign Investment Enterprises (the “Registration Certificate”) to the qualified applicant. After the Registration Certificate is issued, in cases of changes made to name, address and business scope, share transfers, capital increase, mergers and acquisitions etc., relevant documents shall be submitted to SAFE for record. The enterprise should also apply for an amendment of the Registration Certificate.  Foreign Exchange Accounts After acquiring the Registration Certificate, the foreign investment enterprise shall open foreign exchange accounts with designated foreign exchange banks.  Foreign Exchange Annual Inspection SAFE shall make annual inspections on the Registration Certificate. Upon completion of the annual inspection, the Registration Certificate will be valid for a term of one year. Guidelines to foreign investment enterprises  Control over foreign exchange receipts and expenditure under current account transactions “Current account transactions” or refer to those components in the current account of the balance of payments, such as goods, services and unilateral transfer. All foreign exchange receipts of domestic entities for current account transactions shall be repatriated and shall not be deposited abroad in violation of the relevant government regulations without authorisation. All foreign exchange receipts for current account transactions shall be sold to the designated foreign exchange banks in accordance with the regulations issued by the State Council on the sale and purchase of foreign exchange and making payments in foreign exchange, and such receipts may also be upon approval, deposited in the foreign exchange account at the designated banks for foreign exchange operations. Purchase of foreign exchange for current account transactions shall be conducted with the designated foreign exchange banks, in accordance with the regulations issued by the State Council on the sale and purchase of foreign exchange and making payments in foreign exchange, upon the presentation of valid documents and commercial bills. The collection of export proceeds and the payments for imports in foreign exchange by domestic entities shall be processed in accordance with the relevant government regulations governing the verification procedures for export proceeds and import payments.  Control over foreign exchange receipts and expenditure under capital account transactions “Capital account transactions” or refer to the increase and decrease of assets and liabilities in the balance of payments as a result of the inflow and outflow of capital, including direct investment, loans and portfolio investment etc. GENERAL INFORMATION ON OUR GROUP 113 GENERAL INFORMATION ON OUR GROUP 114 Unless otherwise specified by the State Council, all foreign exchange receipts for capital account transactions shall be repatriated. All foreign exchange receipts for capital account transactions shall be placed in the foreign exchange account at the designated foreign exchange banks in accordance with the relevant government regulations; such receipts can also be sold to the designated foreign exchange banks upon the approval by the exchange administration agencies. The source of foreign exchange for overseas investment by domestic entities shall be reviewed by the exchange administration agencies before the application for such investments is filed for approval by the relevant government agencies. If approval is granted, remittance of funds shall then take place in accordance with the regulations on overseas investment issued by the State Council. External borrowing in loans by foreign investment enterprises shall be filed with the exchange administration agencies for records. PROPERTIES Property interests owned by our Group Uni-Asia Guangzhou acquired 14 office units with gross floor area of 1,304 sq m of the China Shine Plaza, a commercial development in the Tianhe commercial district in Guangzhou. Going forward, we will continue to look for investment opportunities in distressed properties and/or other properties in the PRC and other parts of Asia. Please refer to the section entitled “General Information On Our Group – Business Overview – Alternative Assets Investment” in this Prospectus for details on our investments. Location Held by Gross Area Use of Property 7/F, 9 Lin He Xi Road, Tianhe Uni-Asia Guangzhou 1,304 sq m Office District, Guangzhou Property interests leased by our Group We currently lease the following real properties: Use of Location Tenure Gross Area Property Annual Rental Lessor Suite A, 26.F., 3 years expiring 10,159 Office of HK$3,413,424 Given Admiralty Centre, 31 October 2008 sq ft Uni-Asia Investments Tower I, 18 Harcourt Finance Limited Road, Admiralty, Corporation Hong Kong ARK Mori Building, 3 years expiring 46.8 Office of Yen 7,200,888(1) Mori Building West 24F, 1-12-32, 31 July 2009 sq m Uni-Asia Co., Ltd. Akasaka, Minato-ku, Finance Tokyo, Japan Corporation 107-6024 (Japan) Apartment B, 5/F., 2 years expiring 2,700 Director’s HK$780,000 Grandchamp Twin Brook, No. 43 21 April 2009 sq ft apartment Enterprise Repulse Bay Road, Limited Hong Kong Apartment 5B, 2 years expiring 2,375 Director’s HK$672,000 The Repulse Taggart Tower II, 30 April 2008 sq ft apartment Bay The Repulse Bay, Company, 109 Repulse Bay Limited Road, Hong Kong Use of Location Tenure Gross Area Property Annual Rental Lessor 261 River Valley Road, 1 year expiring 3,142 Director’s S$126,000 Chung Swee #16-17 Aspen Heights, 31 October 2007 sq ft apartment Kiat Singapore 238307 Flat F1, 5/F., Block F, 2 years expiring 1,988 Expatriate HK552,000ProfitPowerBeverlyHill,No.624January2009sqftapartmentInternationalBroadwoodRoad,LimitedHongKongFlatA,10/F,Tower9,2yearsexpiring1,438ExpatriateHK552,000 Profit Power Beverly Hill, No. 6 24 January 2009 sq ft apartment International Broadwood Road, Limited Hong Kong Flat A, 10/F, Tower 9, 2 years expiring 1,438 Expatriate HK642,000 Chang Tze- The Leighton Hill, 11 October 2008 sq ft apartment Kwan 2B Broadwood Road, Hong Kong Flat 04, 14/F, 2 years expiring 1,898 Expatriate HK504,000SilverNicetySunningCourt,9February2009sqftapartmentCoLtd8HoiPingRoad,CausewayBay,HongKong8ShentonWay,3yearsexpiring236OfficeofS504,000 Silver Nicety Sunning Court, 9 February 2009 sq ft apartment Co Ltd 8 Hoi Ping Road, Causeway Bay, Hong Kong 8 Shenton Way, 3 years expiring 236 Office of S165,303.84 MGP Raffle #37-04, 30 November 2009 sq m Uni-Asia Pte. Limited Singapore Capital 068811 (Singapore) Ltd 180A Bencoolen 2 years expiring 86 Expatriate S$25,200 Cheong Kee Street, #07-02, 31 August 2008 sq m apartment Fong and Singapore 189647 Lee Mun Teng Room 2401, 1 year expiring 55 Office of RMB33,000 Guangdong Guangdong Foreign 30 November 2007 sq m Uni-Asia Tea Import & Economic & Trade Guangzhou Export Co., Building Limited 351 Tianhe Road Property Guangzhou Management PRC Sub-Company Note: (1) For 2006 only, the landlord has granted a rebate of the rental for the first two months of the year, equivalent to a total of Yen 997,670. PROSPECTS Shipping Shipping is a global industry which is generally influenced by demand and supply dynamics such as the demand for movements of cargos, the resultant tonne-mile demand of vessels as well as the supply of vessels tonnage capacity. Fuel cost, which typically makes up a significant portion of the operating cost of ships, is also a factor affecting the performance of the shipping industry. Shipping comprises different shipping sectors servicing different industries, governed under different regulations and each having its own supply and demand dynamics. The major types of ships include dry bulk ships, container vessels, product tankers and crude tankers. Dry bulk ships carry dry commodities such as ore, coal, grains, fertiliser, bauxite, soy beans, cement, potash and salt. Container vessels carry metal boxes containing cargoes such as cars and equipment. Product tankers carry mainly refined oil products such as gasoline, diesel and other non-refrigerated cargos such as edible oils and chemicals. Crude tankers carry crude oil and petroleum. GENERAL INFORMATION ON OUR GROUP 115 The dry bulk shipping trade is usually dependent on the demand for and price of commodities. Steel production is a key driver of the dry bulk shipping trade through seabourne demand for coking coal and iron ore. The container shipping trade is usually dependent on the global economic growth, trade growth, industrial production and consumer consumption. The product and oil tanker industry is usually dependent on global industrial production, refinery throughput, utilisation rate in refineries, global crude oil inventory levels and the weather season. We believe that the demand for maritime vessels will be driven largely by the continued growth in the world economy and seaborne trade. Such demand will provide us with opportunities to leverage on our track record and experience in structured finance and ship charter arrangements to establish new client relationships and to offer our existing clients innovative and customised structured finance solutions as well as ship charter arrangement services. Structured finance focusing on the shipping industry is dominated mainly by financial institutions. We believe that we are able to compete effectively with them by leveraging on our track record, our wide network and our strong relationships with our business partners and customers, which include established shipping banks and shipowners. Whilst the shipping industry may be cyclical, we believe that our structured finance operations are not significantly subject to such cycles as we believe that there continues to be opportunities for us to provide structured financing solutions as ship renewal is an ongoing process. In a shipping down-cycle, we generally observe the trend of older ships being scrapped and new ones being built given the lower cost of new builds. In the shipping up-cycle, we generally observe that there will be an increase in demand for ships as ship owners seek to increase their fleet to capitalise on the favourable freight rates. We believe that there continues to be opportunities for us to provide structured finance solutions and ancillary ship brokerage services at different stages of the shipping cycle. We further believe that the shipyards’ order books in the coming years will continue to be sustained and thus present opportunities for us to provide more structured finance solutions to shipowners and operators. Alternative Assets Investment The Alternative Assets investments class includes investments in ships, distressed assets and real estate. Distressed assets typically include debt obligations such as junk bonds, corporate bonds, commercial and industrial loans, credit card receivables and auto loans. Investors in distressed assets purchase debt obligations of companies that are financially troubled and are struggling or are unable to service their debt obligations and they earn a return through recovery of distressed debt, through appreciation in the value of the distressed debt investment, or through leveraged buyouts. Our investments in ships are usually made through equity interests in ship owning companies or through Performance Notes held in ship investment funds. Our direct and indirect investments in the different types of ships are made after careful consideration and due diligence and based on our Directors’ outlook of the various shipping sectors. We believe that we can leverage on our expertise knowledge in the shipping sector to tap on the opportunities to source for new ship investments and/or to buy or sell maritime vessels. Our investments in distressed assets are mainly made through NPLs and we are also seeking opportunities in the distressed real estate market in Asia (excluding Japan). Such opportunities will be dependent on factors such as the respective countries’ macroeconomic environment and policies, performance in key industry sectors, access to capital and liquidity, competition and prevailing market conditions. We believe that we will be able to leverage on our well-established network and familiarity with the distressed asset markets in the region to identify and invest in suitable distressed assets. GENERAL INFORMATION ON OUR GROUP 116 The performance of Alternative Assets investments are dependent on the unique characteristics of each type of alternative asset and the country of origin of these assets. These investments are therefore relatively opportunistic in nature. We believe that such non-mainstream opportunities are available in Asia and we intend to seek new ship investments, real estate investments and distressed asset investments in Asia. We also believe that our experience in Alternative Assets investments, our capabilities in deal- making, due diligence, valuation, structuring and financing, together with our well-established network of contacts in Asia will enable us to effectively identify and evaluate opportunities for cross-border investments in these assets. ORDER BOOK Due to the nature of our business, we do not maintain an order book. Our revenue stream includes revenue from fee income, investment returns, and other income. Based on our mandates secured as at the Latest Practicable Date, we expect to recognise fee income including arrangement, agency and charter brokerage fees and administration fees, of approximately US$10.5 million in FY2007. We will continue to receive administration fees from the fleet of vessels held under the funds administered by us. We also expect to receive fee income as well as investment returns in respect of new investment funds including the Akebono Fund referred to in the section entitled “General Information on our Group – Business Strategy and Future Plans” below. BUSINESS STRATEGY AND FUTURE PLANS We aim to be a leading Asia-based structured finance arrangement and Alternative Assets direct investment firm. Our primary business strategy is to build on our existing strengths in structured finance and Alternative Assets investments to provide one-stop and innovative financing solutions to our clients as well as to explore and develop Alternative Assets investment opportunities by leveraging on our expertise and relationships. We intend to continue to look for new market opportunities by leveraging on our core capabilities within our specialist fields. Globalisation and economic growth also offer us opportunities in terms of cross- border financing and investments and allow us to build a wider presence and network within the region. The principal elements of our strategy for growth and expansion of our business are described below. Continue to focus and leverage on our integrated capabilities and well-established relationships We intend to continue to focus on our specialist fields in structured finance arrangements and Alternative Assets investments and to build on our well-established relationships with clients. We aim to build on our well-established relationships with our structured finance clients by offering customised products to meet their specific requirements. We are sensitive to our clients’ needs and we believe that such client-driven product customisation strategy applied through our comprehensive range of innovative financial products and services will strengthen our future growth. We also intend to focus on investments in Alternative Assets through our various credit and risk assessments, sound management, industry and geographical diversification as well as strong internal processes and practices. While our associated company, Capital Advisers, will continue to play an integral role in our property investment in Japan, we also plan to look for opportunities in property investment in other parts of Asia. Structured Finance: Expand and diversify our client portfolio and broaden our geographic coverage within Asia We have been growing our revenues since our establishment in 1997. We believe that a key factor to this growth has been the introduction of new and innovative financial products to our clients. We are focused on the acquisition of new clients as well as developing existing client relationships. We believe that there are opportunities in the area of structured finance arrangement, particularly in the shipping sector. We intend to concentrate on building new relationships with regional shipping companies by offering tax- GENERAL INFORMATION ON OUR GROUP 117 driven leasing and bareboat and time charter opportunities tailor-made specifically to clients’ requirements and investment appetite. In such transactions, our Company will act as finance arranger and will not participate as a lender. Through our role as finance arranger, we intend to secure up-front fees via structured finance arrangements and to receive brokerage commission through the arrangements of charter including bareboat and time charters. Alternative Assets Investment: Expand and diversify our investment portfolio and broaden our geographic coverage within Asia We intend to continue to search for suitable Alternative Assets investments that will meet our stringent criteria to expand and diversify our Alternative Assets investment portfolio. At the same time, we are continuously working on recovering our NPL portfolio to maximise our returns on our investments. We intend to leverage on our expertise and network in distressed asset investments in the Asian region to further explore and develop investment opportunities in other parts of Asia such as the PRC and Thailand. We will continue to identify investment opportunities and intend to utilise our capital to directly invest in distressed assets and/or real estate assets in the PRC and other parts of Asia. For example, we intend to invest directly into new sectors such as distressed real estate in Asia (excluding Japan), hotels and residential and other commercial properties to make use of our synergy and the capabilities of Capital Advisers and our Alternative Assets investment. New ship investment funds As part of our principal business to invest in shipping assets either directly or through specialised fund vehicles, we directly invested in three container vessels in 2005. We intend to continue to seek opportunities to invest in and/or launch new joint ventures in ship investments. As such, we have on 17 April 2007 launched a new fund in Singapore, the Akebono Fund, to take advantage of the Maritime Port Authority’s Maritime Finance Incentive Scheme. The Akebono Fund, which will have an initial size of approximately US300million,hasacquiredaproducttankerandabulkcarrierandwillinvestincontainervesselsandanotherproducttanker.OurcommittedinvestmentportioninthisfundisUS300 million, has acquired a product tanker and a bulk carrier and will invest in container vessels and another product tanker. Our committed investment portion in this fund is US15.0 million, which payment obligation will crystallise upon the acquisition of the vessels by the fund. On 13 September 2006, our wholly-owned subsidiary, Uni-Asia Capital (Singapore) Limited, was designated as an ASIM under the Singapore Income Tax Act by the MPA. At the same time, the MPA also granted a designation of ASIE for the Akebono Fund. Our ASIM designation is for an initial period of 10 years commencing on the subscription date of the Akebono Fund by investors, subject to a review by MPA at the end of the fifth year. Pursuant to our ASIM designation, we are eligible for a concessionary tax rate of 10% for income derived from managing an ASIE, such as the Akebono Fund. The ASIE designation for the Akebono Fund is for an initial period of up to 10 years commencing from the date of its establishment, subject to a review by MPA at the end of the fifth year. Pursuant to its ASIE designation, the Akebono Fund is eligible for tax exemption on income derived from the chartering or finance leasing of (a) any sea-going ship to (i) a person who is neither resident in nor a permanent establishment in Singapore; (ii) an approved international shipping enterprise; or (b) any sea-going Singapore ship to persons described in (a)(i) and (a)(ii) above or a shipping enterprise within the meaning of Section 13A of the SITA. The tax exemption will be valid for the life of vessels acquired by ASIE during the incentive period of up to 10 years. For instance, if an ASIE acquires a vessel during the 10-year incentive period, charters it for 20 years and disposes of it thereafter, lease income on the charter will enjoy tax exemption for the entire 20 years. The qualifying income of the Akebono Fund shall also include hedging gains derived in connection with the management of its portfolio of vessels, and share of profits or dividends remittances from shipholding special purpose vehicles owned by the Akebono Fund that are declared out of qualifying activities. In addition to the launch of the Akebono Fund and our investment in Rich Containership, we also intend to directly invest in one additional container vessel, due for delivery in 2008. Please refer to the section entitled “Use of Proceeds” in this Prospectus for further details. GENERAL INFORMATION ON OUR GROUP 118 ORGANISATION STRUCTURE The following chart shows our management reporting structure as at the Latest Practicable Date. Structured Finance Division Executive Director & Head of Structured Finance Division Michio Tanamoto Asset Finance Department (AFD) Head of AFD (EVP) Masaki Fukumori Struc tured Finance Department (SFD) Head of SFD (SVP) Kenji Fukuyado Distressed Assets/ Properties Investment Department (DAID) Head of DAID (EVP) Masahiro Iwabuchi Finance Department Head of Finance (SVP) Clementine Man Ting Ng CEO Kazuhiko Yoshida Board of Directors Management Committee Motokuni Yamashiro Kazuhiko Yoshida Michio Tanamoto Agency & Documentation Department (ADD) Head of ADD (EVP) Thomas Cheung Fook-Loi MANAGEMENT REPORTING STRUCTURE 119 DIRECTORS Our Company has nine directors, including our three Independent Directors. The Management Committee consists of three Directors, namely Mr. Yamashiro, Mr. Yoshida and Mr. Tanamoto. The following table provides information regarding our Directors as at the date of this Prospectus. Country of Principal Name Age Address Principal Occupation Residence Executive Directors Motokuni Yamashiro 65 Flat B, 5/F., Twin Brook, Chairman of the Hong Kong No. 43 Repulse Bay Road, Company Hong Kong Kazuhiko Yoshida 55 Apartment 5B, Chief Executive Officer Hong Kong Taggart Tower II, of the Company The Repulse Bay, 109 Repulse Bay Road, Hong Kong Michio Tanamoto 50 261 River Valley Road, Chief Operating Officer Singapore #16-17 Aspen Heights, of the Company Singapore 238307 Non-Executive Directors Hamilton Jian Ren Chueh 58 9Fl., 59 Sec. 1 Ho-ping President, Evergreen Taiwan East Rd, Taipei, Taiwan International Corp. Jörg Wilhelm Schelp 52 Frahmredder 102A, 22393, Senior Vice President, Germany Hamburg Germany HSH Nordbank AG Robert Van Jin Nien 59 13D, Dragon Garden, Executive Director, Hong Kong No. 1 Chun Fai Terrace, Hopewell Holdings Limited Tai Hang Road, Hong Kong Independent Directors V-Nee Yeh 48 24/F., Hong Villa, No. 12, Chairman, Argyle Street Hong Kong Bowen Road, Hong Kong Management Limited Ang Miah Khiang 53 17A Brighton Avenue, Executive Director, Singapore Singapore 559252 DP Information Network Pte Ltd Ronnie Teo Heng Hock 58 19 Lentor Plain, Managing Director, Singapore Singapore 786521 Financial Re-engineering Pte. Ltd. Our Directors’ working and business experience are set out below: Executive Directors Mr. Motokuni Yamashiro is the Chairman, Director and one of the founders who established our Company in 1997. Mr. Yamashiro is responsible for business development and the overall planning of our Group. He was with The Hokkaido Takushoku Bank since 1967 and was the chairman of Takugin International (Asia) Limited, the offshore merchant banking arm of The Hokkaido Takushoku Bank between 1992 and 1997. Takugin International (Asia) Limited provided structured finance solutions for the aviation and shipping industries, provided project financing for construction of properties, including hotels and buildings and also provided corporate financing to Chinese financial institutions and other corporations. He has over 40 years of experience in banking. Since 1993, Mr. Yamashiro has been a DIRECTORS, MANAGEMENT AND STAFF 120 member of the China Committee of the Japanese Ministry of Finance, and in 1995, he was awarded the Shenzhen Honorary Citizenship by the Shenzhen Municipal Government. Between 2002 and 2006, Mr. Yamashiro was an executive director in Capital Advisers. Mr. Yamashiro graduated with a bachelor’s degree in law from Keio University of Japan in 1967. In addition to Japanese, he speaks fluent Mandarin and Cantonese. Mr. Kazuhiko Yoshida is the Chief Executive Officer, Director and one of the founders who established our Company in 1997. Mr. Yoshida is responsible for business development and the overall management of our Group. He has over 27 years of experience in banking and credit analysis, specialising in structured finance of maritime vessels and aircraft. Between 1986 and 1992, he was a senior manager in Sumitomo Trust and Banking Co., Ltd. following which, he was a director/deputy general manager of Takugin International (Asia) Limited, the offshore merchant banking arm of The Hokkaido Takushoku Bank, from 1992 to 1997. Takugin International (Asia) Limited provided structured finance solutions for the aviation and shipping industries, provided project financing for construction of properties, including hotels and buildings and also provided corporate financing to Chinese financial institutions and other corporations. Mr. Yoshida is also currently a director of Capital Advisers. Mr. Yoshida obtained a bachelor’s degree in engineering from Hokkaido University in Japan in 1976. Mr. Michio Tanamoto is the Chief Operating Officer, Director, and one of the founders who established our Company in 1997. Mr. Tanamoto is responsible for the marketing of our Group’s structured finance and ship investment businesses. He has over 26 years of experience in banking based in Japan, Hong Kong and Singapore. In 1980, Mr. Tanamoto joined The Hokkaido Takushoku Bank and was the senior manager of Takugin International (Asia) Limited, the offshore merchant banking arm of The Hokkaido Takushoku Bank between 1988 and 1993. Takugin International (Asia) Limited provided structured finance solutions for the aviation and shipping industries, provided project financing for construction of properties, including hotels and buildings and also provided corporate financing to Chinese financial institutions and other corporations. Following which, Mr. Tanamoto was the deputy general manager of the Singapore Branch of The Hokkaido Takushoku Bank from 1995 to 1997. Mr. Tanamoto is also currently a director of Capital Advisers. He obtained a bachelor’s degree in law from Hitotsubashi University of Japan in 1980. Non-Executive Directors Mr. Hamilton Jian Ren Chueh was appointed as a Non-Executive Director of the Company in March 2005. Mr. Chueh has over 33 years of experience in shipping and air transportation. In 1974, he began his career with the Evergreen Group, where he was a manager in Evergreen Marine Corp. (Taiwan) Ltd, which was listed on the main board of the Taiwan Stock Exchange in 1987. He joined Evergreen International Corp as an executive officer in 1982, where he was their president between 2004 and 2006, and the Vice Chairman since January 2007. Mr. Chueh is also currently an executive director at Evergreen Reinsurance Company and Greencompass Marine S.A. Mr. Chueh holds an executive master’s degree in business administration in shipping and transportation management from the National Taiwan Ocean University. Mr. Jörg Wilhelm Schelp was appointed as a Non-Executive Director of the Company in January 2005. Mr. Schelp has extensive experience in ship finance. In 1986, he joined HSH Nordbank AG and is currently a senior vice-president in the shipping department. Mr. Schelp was responsible for managing the bank’s shipping client relationships in Asia until recently, when he took over such client relationships in the Middle East and Europe. Mr. Schelp received a law degree at the University of Bielefeld and was admitted to the German Bar Association in 1983. Mr. Robert Van Jin Nien was appointed as a Non-Executive Director of the Company in June 2006. Mr. Nien has extensive experience in property and infrastructure projects in Hong Kong and the PRC Pearl River Delta area. Between 1972 and 1976, he was a manager at Citibank, N.A., following which he joined and, since 1980, has been an executive director of Hopewell Holdings Limited, which is listed on the main board of the Stock Exchange of Hong Kong Limited. Mr. Nien holds a bachelor’s degree in economics from the University of Pennsylvania and a master’s degree in business administration from the Wharton Graduate School of Business. DIRECTORS, MANAGEMENT AND STAFF 121 Independent Directors Mr. V-Nee Yeh was appointed as an Independent Director in April 2005. Mr. Yeh is a co-founder of Value Partners Limited and the chairman of Argyle Street Management Limited. He was a council member of the Hong Kong Stock Exchange until its merger into the Hong Kong Exchanges and Clearing Limited and was a member of the Hong Kong Stock Exchange’s Listing Committee until May 2006. He was also a member of the Listing Committee of the China Securities Regulatory Commission from 1993 to 2003. Mr. Yeh sits on the Takeovers & Mergers Panel and the Takeovers Appeals Committee of SFC. He is also a director of Arnhold Holdings Limited, Kingway Brewery Holdings Limited and Next Media Limited, which are listed companies in Hong Kong. Mr. Yeh worked with the Lazard Houses (New York, Hong Kong and London) in corporate finance, capital markets and risk arbitrage from 1984 onwards, until his resignation from Lazard Brothers Capital Markets as a partner in 1990. He graduated at the School of Law at Columbia University and was admitted a member of the California Bar Association in 1984. Notwithstanding such directorships, our Board of Directors believe that Mr. Yeh is able to devote sufficient time to the affairs of our Company. In this regard, our Board has discussed with Mr. Yeh on the frequency of the meetings of the Board of Directors, as well as the meetings of the Board Committees of which he is a member. Mr. Yeh is fully aware of the commitment required of him in his role as our Independent Director, including his duties as the Chairman of our Remuneration Committee. Since Mr. Yeh’s appointment as our Independent Director in April 2005, our Board has noted his efficiency in responding to our requests and enquiries. Our Board has also noted the high level of commitment demonstrated by him attending most of our Board meetings and/or participating in conference calls and contributing to discussions with helpful and practical perspectives. In addition, our Board values the contribution of financial expertise and corporate experience from Mr. Yeh, which would complement the background of the other members of the Board. For the reasons set out above, our Board is of the view that Mr. Yeh will be able to commit sufficient time and attention to the matters of our Company. Our Board also believes that Mr. Yeh will be able to fulfil his responsibilities to our Company and discharge his duties to our Company as an Independent Director of our Company. Mr. Ang Miah Khiang was appointed as our Independent Director on 26 June 2007. Mr. Ang is currently the executive director of DP Information Network Pte Ltd (“DP”), a credit and business information bureau, and is responsible for corporate and strategic development. Prior to joining DP , Mr. Ang was the managing director of GE Commercial Financing (Singapore) Ltd. He is also independent director of several listed companies in Singapore. Mr. Ang holds a bachelor of accountancy degree from the then- University of Singapore and is a Certified Public Accountant. Mr. Ronnie Teo Heng Hock was appointed as our Independent Director on 26 June 2007. Mr. Teo is currently the managing director of Financial Reengineering Pte. Ltd., a management consulting firm specialising in providing investment and treasury advisory services and project financing. Mr. Teo was previously the managing director of DBS Asset Management Ltd and the general manager of DBS Finance Limited. Mr. Teo holds a bachelor of social sciences (Honours) degree in economics from the then-University of Singapore. Save that Mr. Hamilton Jian Ren Chueh, Mr. Jörg Wilhelm Schelp and Mr. Robert Van Jin Nien are executive officers or directors of Evergreen International S.A., HSH Nordbank and Hopewell Holdings Limited respectively, which are our Substantial Shareholders, none of our Directors and Executive Officers are related to each other or our Substantial Shareholders. DIRECTORS, MANAGEMENT AND STAFF 122 EXECUTIVE OFFICERS Our Company has five Executive Officers. The following table provides information regarding our Executive Officers as at the date of this Prospectus. Country of Principal Name Age Address Principal Occupation Residence Masaki Fukumori 45 Flat A, 10/F., Tower 9, Executive Vice President, Hong Kong The Leighton Hill, Head of Asset Finance 2B Broadwood Road, Department Hong Kong Masahiro Iwabuchi 44 Rm. 1, 5/F., Block F, Executive Vice President, Hong Kong Beverly Hill, No. 6 Head of Distressed Asset/ Broadwood Road, Properties Investment Hong Kong Department Kenji Fukuyado 43 Flat 1404 Sunning Court, Senior Vice President, Hong Kong 8 Hoi Ping Road, Head of Structured Causeway Bay, Hong Kong Finance Department Clementine Man Ting Ng 36 Unit 1633, Tower 4, Senior Vice President, Hong Kong Hong Kong Parkview, Head of Finance 88 Tai Tam Reservoir Road, Hong Kong Thomas Cheung Fook-Loi 51 12A Monmouth Place, Executive Vice President, Hong Kong 9L Kennedy Road, Head of Agency and Wanchai, Hong Kong Documentation Department Our Executive Officers’ working and business experience are set out below: Mr. Masaki Fukumori joined our Group in August 1997 and acted as Head of our Structured Finance Division until he initiated the Asset Finance Department in 2002. He is the executive vice president responsible for our Asset Finance Department and information technology. He has extensive experience in marketing and syndication in the banking industry specialising in the shipping and aviation sectors spanning over 20 years. Between 1985 and 1993, he was a marketing manager at Hokkaido Takushoku Bank. After which, he was a senior marketing manager at Takugin International (Asia) Ltd. from 1993 to 1997. He is also currently a director of Akebono Capital Limited, Searex, Kabushikikaisha Tenshodo, Harmonic Shipping S.A., Fortitude Containership S.A., Union Containership S.A., Falcon Containership S.A. and Sunrise Shipping S.A. Mr. Fukumori holds a bachelor’s degree in business administration from Yokohama National University obtained in 1985. Mr. Masahiro Iwabuchi was appointed as the executive vice-president responsible for the distressed asset/properties investment department in April 1998. He has extensive experience in the banking industry throughout Asia including Japan, Indonesia, Singapore, Hong Kong and the PRC, having spent some 13 years with The Hokkaido Takushoku Bank. He is also currently a director of AAA. Mr. Iwabuchi graduated with a bachelor’s degree in economics from Hirosaki University of Japan in 1985. In addition to Japanese, Mr. Iwabuchi speaks fluent Mandarin. Mr. Kenji Fukuyado was appointed as the senior vice-president responsible for the structured finance department in January 2006. Prior to joining us, Mr. Fukuyado worked in the banking and finance industry in Hong Kong and Japan and was a manager at The Hokkaido Takushoku Bank between 1987 and 1998. He joined our Group in 2001 and was the Vice President of Uni-Asia Finance Corp (Japan) from April 2001 to May 2003 and the managing director from May 2003 to December 2005. Mr. Fukuyado graduated with a bachelor’s degree in law from Waseda University in 1987. DIRECTORS, MANAGEMENT AND STAFF 123 DIRECTORS, MANAGEMENT AND STAFF 124 Ms. Clementine Man Ting Ng joined our Company in February 2004 and is the senior vice-president responsible for the finance department. She has over 14 years’ experience in the financial industry, including fund management, private equity and equity research. Ms. Ng started her career in Hong Kong as a manager with the hedge fund group Gaiacorp in 1992 and took on various responsibilities in the finance industry prior to joining us in February 2004, including an investment analyst at Amsteel Finance Corporation, an investment associate with the direct investment arm of AIG Investment Corporation, and a director at Kaizen Property Management Limited. Ms. Ng graduated with a bachelor’s degree in commerce from the University of British Columbia, Canada and holds a master’s of business administration degree from the Judge Business School, University of Cambridge, UK. Mr. Thomas Cheung Fook-Loi joined our Company in May 1997 and is the executive vice-president responsible for our Group’s agency and documentation department. Mr. Cheung has over 20 years of experience in credit and documentation work at European and Japanese banks. He started his banking career at Barclays Bank in 1977 and joined the then Banque Paribas as an assistant manager in 1986. Prior to joining us, Mr. Cheung was an assistant general manager at Takugin International (Asia) Ltd between 1987 and 1997. Save as disclosed in the section entitled “Directors”, there is no arrangement, or understanding with a Substantial Shareholder, customer or supplier of our Company or any other person, pursuant to which any of our Directors or Executive Officers was selected as a Director or Executive Officer of our Company. MANAGEMENT COMMITTEE The Management Committee has the responsibility to maintain oversight of our Group’s business as a whole. Its authority includes each division’s business targets, budgets, new clients/transactions and human resources related policies. The Management Committee oversees and monitors the activities of the Structured Finance, Distressed Assets Investment and Ship Investment departments and meets regularly once each month or when needed. Members of the Management Committee include Mr. Yamashiro, Mr. Yoshida and Mr. Tanamoto. Mr. Yoshida is the Chairman of the Management Committee and is responsible for the Distressed Assets/Properties Investment Department and Mr. Tanamoto is responsible for the Structured Finance and Asset Finance (Ship Investment) Departments. Each Executive Director is responsible for the execution of the relevant department’s budget, strategy and internal organisation, such as headcount remuneration, staff reporting lines, business targets and departmental procedures. The Management Committee has the authority to approve transactions with a net value of up to 10% of our Group’s net worth at the last audited balance sheet date, except for loans to or investment in Capital Advisers, where the authority to approve relates to transactions of up to a total value of US$12 million. Any transaction exceeding the Management Committee’s authority of approval would be subject to Board approval. Proposed finance arrangement transactions are screened by the Management Committee, based on factors such as potential return, risks, market conditions and testing the assumptions which underlie the proposed transaction. Approval is granted to deals that have a reasonable likelihood of success and meet our Group’s risk/return criteria. Internal Investment Approval Process Each department is expected to seek internal approval before making an investment. Proposed investments need to go through a three-stage approval process depicted in the chart above. In the first stage a report would need to be prepared for approval and review by the Review Committee comprising the Management Committee and various department heads. The Chairman of the Review Committee and Management Committee will give approval or authorisation for the project team to proceed with the next stage of application. In the second stage, a detailed report and analysis would be prepared to be reviewed and approved by the Review Committee. Should the project meet our Group’s investment criteria, the Chairman will recommend the investment for final approval. In the final stage, a detailed final report is submitted to Management Committee for their final approval. The Management Committee will give the final approval for any investment project. Transactions are monitored on a continuous basis. A key person from the project team will be designated to monitor each investment. The Management Committee maintains oversight through direct contact with executives, a monthly status report from each department of its activities and latest results and a monthly and six-monthly budget from each department. Risk management policy Our Group’s principal risks are market risk, credit risk and foreign exchange risk. The following sets out a description of our Group’s risk management policy: (i) Market risk and credit risk Our Group seeks to minimise these risks by performing detailed reviews of loan counterparties or asset issuers prior to purchase approval, and by either selling on participated loans to other parties or entering into offsetting loans payable when Directors wish to preserve our Group’s liquidity. Our Group seeks to minimise adverse movements in market price of financial instruments by extensive due diligence procedures to ensure acquisition at prices below their perceived fair value. Head of project team sounds out investment idea to Uni-Asia Concept Paper Appraisal Paper Final Investment Report Stage 1 Stage 2 Stage 3 Review Committee Concept Paper (CP) to be issued as quickly as possible Addressees of review committee have up to 5 days to comment on CP The Chairman of review committee will give authorization to project team within 7 days from receipt of CP The project team will provide bi-weekly status report on investment idea to review committee Project team will begin to prepare Appraisal Report (AP) following authorization from Chairman of review committee Review Committee AP to be issued after thorough due diligence by project team and sent to addressees Review committee to review AP and submit written comments within 7 days or as promptly as possible The Chairman will give authorization to the project team to submit project to Management Committee within 10 days. If approved, go to stage 3 Project team will begin to prepare Final Investment Report following authorization from Chairman of review committee Final Investment Report to be issued and sent to Management Committee Management Committee Members of Management Committee have not less than 7 days before a decision is due Meetings must be held in person. In the event member is absent, he/she will forfeit his/her right to vote and attending members will make decision based on unanimous vote An official action sheet will be filled out Monitoring If CP approved, go to stage 2 If AP approved, go to stage 3 DIRECTORS, MANAGEMENT AND STAFF 125 DIRECTORS, MANAGEMENT AND STAFF 126 (ii) Foreign exchange and interest rate risk Our Directors review the currency exposures and enter into foreign currency forward contracts when considered necessary to hedge against adverse currency movements. Our Group uses the following derivative instruments for both hedging purposes: Forward rate agreements are individually negotiated interest rate futures that call for a cash settlement at a future date for the difference between a contracted rate of interest and the current market rate, based on a notional principal amount. Currency and interest rate swaps are commitments to exchange one set of cashflows for another. Swaps result in an economic exchange of currencies or interest rates (for example, fixed rate for floating rate) or a combination of all these (i.e. cross-currency interest rate swaps). No exchange of principal takes place, except for certain currency swaps. Our Group’s credit risk represents the potential cost to replace the swap contracts if counterparties fail to perform their obligation. This risk is monitored on an ongoing basis with reference to the current fair value, a proportion of the notional amount of the contracts and the liquidity of the market. To control the level of credit risk taken, our Group assesses counterparties using the same techniques as for its lending activities. (iii) Liquidity risk Our Group will maintain sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Our risk management policy with respect to market and credit risks in loans, ship investments and other matters related to the shipping industry, is administered by our relevant/respective departments, who report to the Management Committee on a monthly basis. In this regard, our asset finance department will be responsible for market and credit risks in loans and ship investments, and our structured finance department will be responsible to monitor the credit worthiness of our shipping clients for finance arrangement. Our risk management policy with respect to foreign exchange, interest rate and liquidity risks, is administered by our overall finance department, who reports to the Management Committee on a monthly basis. Our risk management policy with respect to our direct investments in distressed assets and property is administered by our distressed assets/investment department, who is responsible to monitor, among other things, the risks and issues relating to our distressed assets investments and the economic and market conditions of the property market in the areas in which we have invested in or are considering to invest in. The distressed assets/investment department reports to the Management Committee on a monthly basis. EMPLOYEES As at the Latest Practicable Date, we employed a total of 32 full-time employees and we do not have any part-time employees. We set out below the total number of our employees and the various departments in which they serve and their geographical distribution as at the end of each of FY2004, FY2005 and FY2006. Department FY2004 FY2005 FY2006 Structured finance, asset finance, and ship investment 7 9 11 and management Distressed assets investment and management 4 4 4 Agency and documentation 3 3 3 Finance and Accounting 3 3 4 Executive Directors 3 3 3 General affairs/others 5 5 6 Total 25 27 31 DIRECTORS, MANAGEMENT AND STAFF 127 Country FY2004 FY2005 FY2006 Hong Kong 20 21 24 Singapore 2 3 4 Japan 3 3 3 Total 25 27 31 Our relationship with staff We believe that our staff is one of our most valuable assets which has contributed to the success of our Group. Since we came into existence, we have not experienced any significant turnover of staff nor any disruption to our business operations due to labour disputes. Benefits Hong Kong We provide mandatory provident fund schemes for our staff in Hong Kong (“MPF schemes”), medical insurance schemes, housing allowance scheme and certain allowances for our staff. Under the MPF schemes, we are required to contribute 5% of the staff’s monthly relevant income subject to a maximum contribution of HK$1,000. Such contribution is not required for staff with a monthly relevant income of less than HK$4,000. In addition to the mandatory contributions, we make a voluntary contribution to top up the total contributions to a maximum of 10% of our staff’s monthly relevant income to the MPF scheme, depending on seniority of our staff. Our staff in Hong Kong are required to contribute 5% of their monthly relevant income or HK$1,000 to the scheme, whichever is lower and they may make additional voluntary contributions to the MPF scheme in any amount. For staff joining before 1 July 1997, contributions from us and the staff are 100% vested in the staff as soon as they are paid to the MPF schemes but all benefits derived from the mandatory contributions must be preserved until the staff reach the retirement age of 65 (subject to exceptions such as early retirement between the ages of 60 to 64, death, total incapacity and permanent departure from Hong Kong). For staff joining after 1 July 1997, the employer’s contribution under the MPF scheme will be vested in the staff according to a vesting schedule. Our contributions to the MPF schemes can be used to offset any long service payments or severance payments payable and it is deductible against profits tax. Singapore Under the CPF scheme, we and our staff in Singapore have to contribute a total amount equal to 33% of the total ordinary wages of local staff (below the age of 50) to the CPF scheme, subject to a maximum level of monthly relevant income of S$4,500 for the current year. Ordinary wage refers to monthly salary, overtime, monthly allowances etc. CPF deduction is also applicable on the bonus portion of staff’s income, known as the Additional wage. The Additional wage subject to CPF deduction is the difference between S$76,500 and the total ordinary wages subject to CPF contributions for the current year. This total amount (i.e. S$76,500) is currently pegged at a level equivalent to 17 times the maximum level of monthly income which is subject to CPF deduction. Both the employer and its foreign employees are not required to contribute to the CPF scheme in respect of a foreign staff hired on an employment pass, work permit or professional visit pass. The employer and its foreign employees are required to contribute to the CPF scheme in respect of foreign employees who are Singapore permanent residents. The mandatory CPF contribution in respect of Singapore permanent residents are at reduced rates of 9% in the first year following the time permanent resident status is granted to the foreign staff (4% from the employer and 5% from the employee), 24% in the second year (9% from the employer and 15% from the employee), and thereafter at the full rate. The employer and employee may however, jointly apply to the CPF for either the employer or both the employer and employee to contribute to the CPF scheme at the full rate prescribed for Singapore citizens. Such application, once approved, is irrevocable, unless the contract of employment is terminated. The levels of contribution to the CPF by us and the aforementioned employees and our Group all assume that the employee’s salary is above S$750. Reduced contributions are applicable for salaries below this amount. The maximum level of monthly income subject to CPF deductions for 2006 is S$4,500. For staff below the age of 50, the total CPF contribution rate of 33% for year 2006 is made up of 20% from the staff and 13% from our Group. For staff between the age of 50 to 55, the current total CPF contribution rate is 27% (18% from staff and 9% from our Group) in 2006. Contributions from us and the staff are 100% vested in the staff as soon as they are paid into the CPF schemes but all benefits derived from the mandatory contributions will be retained in each respective staff’s account (subject to deduction for any amount that has been utilised under the approved withdrawal scheme for purchase of housing accommodation, etc.) until the staff reaches the retirement age of 62 or earlier. Contributions paid by the staff and us (i.e. 20% and 13%) are expenses deductible against staff income for personal income tax and profits for company corporate tax. Japan We provide our employees with the health, pension insurance, workmen’s accident compensation and unemployment insurance schemes. Employees who are permanent staff are covered by a health insurance scheme. We and our employees share equally in the cost of the premium. The cost of the premium is paid monthly and the general premium rate was 8.2% of the respective salaries for each employee of the age of 40 or less and 9.45% for employees of over 40 years in age. Under the scheme, 70% of medical costs is covered including high-cost medical benefits, transportation expenses, disability benefits, lump-sum allowance for childcare and nursing, maternity allowance and funeral expenses. Ordinary employees participate in the employees’ pension plan. Both the employer and the employee bear the insurance premium payment equally. We deduct the insurance premium from the employee’s monthly salary. The premium rate was 13.934%. The workmen’s Accident Compensation Insurance covers the expenses to compensate an employee for injuries or diseases sustained or incurred during work or commuting to work. The insurance premium is paid by us. The premium was 0.5%. Benefits from this insurance cover includes the expenses of medical treatment, absence from work for four days or more, compensation for any irrecoverable physical functional impediment or disability, compensation for the bereaved family in the case of an employee passing away and funeral costs of an employee who has passed away. Unemployment Insurance provides benefits to employees if they are made redundant. The premium is shared between us and our employee 1.05% and 0.7% respectively. The insurance premium is deducted from the employee’s monthly salary. This insurance provides benefits to job-seeking people who left usand have the will and the ability to work. To receive such benefits, the job-seeking person must have worked for the same employer as an insured employee for six months or longer and that person must have worked for at least 14 days or longer during the past one year period prior to the date of unemployment. DIRECTORS, MANAGEMENT AND STAFF 128 PRC Under PRC laws and regulations, a PRC-incorporated company must contribute to social welfare plans (including retirement insurance, unemployment insurance, medical insurance, and workmen’s accident compensation insurance) for each of its employees. As at the Latest Practicable Date, we do not have any direct employees in the PRC and therefore do not contribute to the social welfare plans under PRC laws and regulations. In the event that we have any employees in the PRC in the future, we will comply with such PRC laws and regulations as may be necessary. REMUNERATION The compensation paid to our Directors and Executive Officers for services rendered to us and our subsidiaries on an aggregate basis and in remuneration bands during the last two most recent completed financial years and the current financial year (estimate) is as follows:- Actual Estimated FY2005 FY2006 FY2007 Directors Executive Directors Motokuni Yamashiro F F F Kazuhiko Yoshida E F F Michio Tanamoto E E E Non-Executive Directors Hamilton Jian Ren Chueh X X X Jörg Wilhem Schelp X X X Robert Van Jin Nien – X X Actual Estimated FY2005 FY2006 FY2007 Directors Independent Non-Executive Directors V-Nee Yeh A A A Ang Miah Khiang – – A Ronnie Teo Heng Hock – – A Executive Officers Masaki Fukumori E E E Masahiro Iwabuchi B B B Kenji Fukuyado C B B Clementine Man Ting Ng A B B Thomas Cheung Fook-Loi B B B Notes: Band A: Compensation from S$1 to S250,000perannum.BandB:CompensationfromS250,000 per annum. Band B: Compensation from S250,001 to S500,000perannum.BandC:CompensationfromS500,000 per annum. Band C: Compensation from S500,001 to S750,000perannum.BandD:CompensationfromS750,000 per annum. Band D: Compensation from S750,001 to S1,000,000perannum.BandE:CompensationfromS1,000,000 per annum. Band E: Compensation from S1,000,001 to S1,250,000perannum.BandF:CompensationfromS1,250,000 per annum. Band F: Compensation from S1,250,001 to S$1,500,000 per annum. Band X: No compensation was paid for the relevant period. No amounts have been set aside or accrued by our Group to provide for pension, retirement or similar benefits for our Directors and Executive Officers. DIRECTORS, MANAGEMENT AND STAFF 129 SERVICE AGREEMENTS Particulars of Directors’ service contracts Executive Directors Mr. Motokuni Yamashiro has entered into a service agreement with our Company pursuant to which he has agreed to act as an Executive Director for an initial term of one year with effect from 7 August 2007. Each of Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto has entered into a service agreement with our Company pursuant to which each has agreed to act as an Executive Director for an initial term of three years with effect from 7 August 2007. The term of service shall be renewed and extended automatically on the expiry of such initial term for an indefinite term, unless and until either party has given at least six months’ written notice of termination or unless the employment is summarily terminated upon any breach by the employee. Separately from the above, Mr. Motokuni Yamashiro, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto have each given an undertaking to our Company as follows:  Mr. Yamashiro has undertaken that he will not resign as an Executive Director of our Company and he will not exercise any right to terminate any service agreement that he may enter into with our Company within the period of one year commencing from the date of listing of our Company on the SGX-ST, and after such one-year period, within a period of one year commencing from the date of resignation of any other Executive Director, save that the foregoing undertaking shall terminate in the event that a take-over offer has been made in accordance with the Singapore Code on Take- overs and Mergers or any other applicable law or regulation (including Cayman Islands law) by a person (whether individually or together with parties acting in concert with him) and subsequent to such take-over offer, more than 50% of the issued share capital of our Company is acquired or otherwise controlled by that person (whether individually or together with parties acting in concert with him); and  each of Mr. Yoshida and Mr. Tanamoto has undertaken that he will not resign as an Executive Director of our Company and he will not exercise any right to terminate any service agreement that he may enter into with our Company within the period of three years commencing from the date of listing of our Company on the SGX-ST, and after such three-year period, within a period of one year commencing from the date of resignation of any other Executive Director, save that the foregoing undertaking shall terminate in the event that a take-over offer has been made in accordance with the Singapore Code on Take-overs and Mergers or any other applicable law or regulation (including Cayman Islands law) by a person (whether individually or together with parties acting in concert with him) and subsequent to such take-over offer, more than 50% of the issued share capital of our Company is acquired or otherwise controlled by that person (whether individually or together with parties acting in concert with him). Each of these Executive Directors is entitled to the respective basic salary and housing allowance set out below (after the first year of appointment, annual reviews of the housing allowance shall be made and decided at the discretion of our Directors payable monthly in arrears). In addition, each of the Executive Directors is also entitled to a discretionary performance bonus to be determined in the following manner: Consolidated Profit Before Tax (“CPBT”) Performance Bonus, as a percentage of CPBT Less than US$8.0 million – US$8.0 million or more but not more than 7.50% US$12.0 million More than US$12.0 million The aggregate of (i) 7.50% of the first US$12.0 million and (ii) 10.0% of the remaining amount of CPBT Consolidated Profit Before Tax means, in respect of a financial year of our Company, the audited consolidated profit before tax of our Company, our subsidiaries and our associated companies and before payment of the respective performance bonus to the Executive Directors for that financial year, but excluding any extraordinary profit. The performance bonus will be payable in respect of the financial year ended 31 December 2007 and in respect of each financial year thereafter. DIRECTORS, MANAGEMENT AND STAFF 130 An Executive Director may not vote on any resolution of the Directors regarding the amount of remuneration (including housing allowance and bonuses payable to him). The current basic annual salaries and housing allowance of our Executive Directors are as follows: Name Annual Salary Housing Allowance (US)(US) (US) Mr. Motokuni Yamashiro 180,000 111,075 Mr. Kazuhiko Yoshida 180,000 104,412 Mr. Michio Tanamoto 180,000 79,245 Our Executive Directors’ salaries are paid net of any tax payable by the relevant Director in respect of any remuneration payable to the Director under the Service Agreements with our Company. Under the Service Agreement, each of the Executive Directors has agreed that during the course of his employment with our Company, he will not engage in the conduct of any other business and will not use, divulge or communicate to any person any trade secrets or other confidential information of our Company. In addition, each Executive Director has agreed that he will not, for 12 months after the termination of his employment under his respective Service Agreement: (i) carry on for his own account any business carried on by our Company, subsidiaries and associates within Hong Kong and Singapore; (ii) assist, with technical advice, any party engaged in the business of our Company, subsidiaries and associates within Hong Kong and Singapore; (iii) solicit any party who at any time during the last 12 months of his employment with our Company was a customer of our Company or any of our subsidiaries; and (iv) offer employment by himself or solicit or arrange for employment by any other person of any of the employees of our Company or any of our subsidiaries. We may terminate the Service Agreement by giving not less than six months’ notice to any Executive Director. Following such termination, we shall pay to such Executive Director an amount of up to 70% of his basic salary per month for 12 months following the date on which the Service Agreement has been terminated by us, provided that the Service Agreement is not terminated due to any breach committed by such Executive Director, and we have not waived the non-competition provisions described above. Our Company believes that such termination fees are fair and reasonable in view of the specialised nature of our Company’s business, together with the fact that the Executive Directors are subject to non- competition obligations (as described above) for a period of 12 months following the termination of their employment under their respective Service Agreements. Given that the Executive Directors are precluded from seeking alternative employment during such 12-month restriction period, our Company believes that it is only fair and reasonable that the Executive Directors are compensated for agreeing to such restrictions. In the event that the amount of termination fees payable is lower than 5% of the NTA of our Company (based on the most recent audited financial statements of our Company at the time of the payment of the termination fees), the payment of such termination fees shall be subject to the approval of our Audit Committee. In the event that the amount of termination fees payable is equal to or exceeds 5% of the NTA of our Company (based on the most recent audited financial statements of our Company at the time of the payment of the termination fees), the payment of such termination fees shall be subject to the requirements of Chapter 9 of the SGX-ST Listing Manual in relation to interested person transactions, as the same may be amended or modified from time to time. Save as disclosed in the section entitled “Service Agreements – Particulars of Directors’ Service Contracts”, none of our Directors has or is proposed to have a service contract with us other than contracts expiring or determinable by the employer within one year without the payment of compensation (other than statutory compensation). Save for the above, there are no other existing or proposed service agreements entered into or to be entered into by our Directors or Executive Officers. Had the Service Agreements been in existence for FY2006, the aggregate remuneration paid to the Executive Directors in FY2006 would have been approximately US2.42millioninsteadofUS2.42 million instead of US2.43 million and the Profit Before Tax of our Group for FY2006 would have been US11.84millioninsteadofUS11.84 million instead of US11.83 million. DIRECTORS, MANAGEMENT AND STAFF 131 132 Our Directors recognise the importance of corporate governance and the offering of high standards of accountability to our Shareholders of our Company. Our Board of Directors has formed three committees: (i) the Nominating Committee; (ii) the Remuneration Committee; and (iii) the Audit Committee. Nominating Committee Our Nominating Committee comprises Mr. Ang Miah Khiang, Mr. Ronnie Teo Heng Hock, Mr. V-Nee Yeh and Mr. Kazuhiko Yoshida. The Chairman of the Nominating Committee is Mr. Ronnie Teo Heng Hock. Our Nominating Committee will be responsible for: (a) re-nomination of our Directors having regard to the Director’s contribution and performance; (b) determining annually whether or not a Director is independent; and (c) deciding whether or not a Director is able to and has been adequately carrying out his duties as a Director. The Nominating Committee will decide how the Board’s performance is to be evaluated and propose objective performance criteria, subject to the approval of the Board, which address how the Board has enhanced long-term Shareholders’ value. The Board will also implement a process to be carried out by the Nominating Committee for assessing the effectiveness of the board as a whole and for assessing the contribution of each individual Director to the effectiveness of the Board. Each member of the Nominating Committee shall abstain from voting on any resolution in respect of the assessment of his performance or re-nomination as Director. Remuneration Committee Our Remuneration Committee comprises Mr. Ang Miah Khiang, Mr. Ronnie Teo Heng Hock and Mr. V-Nee Yeh. The Chairman of the Remuneration Committee is Mr. V-Nee Yeh. Our Remuneration Committee will recommend to our Board of Directors a framework of remuneration for our Directors and key executives, and determine specific remuneration packages for each Executive Director. The recommendations of our Remuneration Committee should be submitted for endorsement by the entire Board. All aspects of remuneration, including but not limited to directors’ fees, salaries, allowances, bonuses, options issued under the Scheme and benefits in kind shall be covered by our Remuneration Committee. Each member of the Remuneration Committee shall abstain from voting on any resolution in respect of his remuneration package. Audit Committee Our Company established an Audit Committee on 26 June 2007 with written terms of reference in compliance with the Code of Corporate Governance 2005, as issued by the Ministry of Finance, Singapore. The primary duties of the Audit Committee are to review and supervise the financial reporting process and internal control procedures of our Group. The Audit Committee has four members comprising our Directors, Mr. Ang Miah Khiang, Mr. Hamilton Jian Ren Chueh, Mr. Ronnie Teo Heng Hock and Mr. V-Nee Yeh. Mr. Ang Miah Khiang is the Chairman of the Audit Committee. The Audit Committee shall meet periodically to perform the following functions: (a) review with the external auditors the audit plan, their evaluation of the system of internal controls (including the fair valuation process), their audit report, their management letter and our management’s response; CORPORATE GOVERNANCE CORPORATE GOVERNANCE 133 (b) review the financial statements before submission to our Board of Directors for approval, focusing in particular, on changes in accounting policies and practices, major risk areas, significant adjustments resulting from the audit, any adjustments resulting from fair valuation of our Company’s investments the going concern statement, compliance with accounting standards as well as compliance with any stock exchange and statutory/regulatory requirements; (c) review, with the assistance of the internal auditor, the internal control and procedures and ensure co-ordination between the external auditors and our management, reviewing the assistance given by our management to the auditors, and discuss problems and concerns, if any, arising from the interim and final audits, and any matters which the auditors may wish to discuss (in the absence of our management where necessary); (d) review and discuss with the external auditors any suspected fraud or irregularity, or suspected infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on our Group’s operating results or financial position, and our management’s response; (e) consider the appointment or re-appointment of the external auditors and matters relating to resignation or dismissal of the auditors; (f) review transactions falling within the scope of Chapter 9 and Chapter 10 of the Listing Manual; (g) undertake such other reviews and projects as may be requested by our Board of Directors and report to our Board of Directors its findings from time to time on matters arising and requiring the attention of our Audit Committee; and (h) generally to undertake such other functions and duties as may be required by statute or the Listing Manual, and by such amendments made thereto from time to time. Apart from the duties listed above, the 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 Company’s operating results and/or financial position. BOARD PRACTICE Our Articles provide that our Board of Directors shall consist of between one and nine Directors. Save as disclosed in the section entitled “Service Agreements – Particulars of Directors’ Service Contracts”, our Directors do not have fixed terms of office. At each annual general meeting, one-third of the Directors for the time being shall retire from office by rotation, provided that no Director holding office as Executive Director whose term of office under a service contract with the Company is a fixed term that is unexpired and continuing as at the time of the relevant annual general meeting, shall be subject to retirement by rotation or be taken into account in determining the number of Directors to retire. The Directors to retire in every year shall be those who have been longest in office since their last re-election or appointment. A retiring Director shall be eligible for re-election. UNI-ASIA SHARE OPTION SCHEME 134 On 26 June 2007, our Shareholders approved a share option scheme known as the Uni-Asia Share Option Scheme, the rules of which are set out in Appendix F of this Prospectus. The Scheme complies with the relevant rules of Chapter 8 of the Listing Manual. The Scheme will provide eligible participants with an opportunity to participate in the equity of our Company as well as to motivate them to perform better through increased loyalty and dedication to our Company. The Scheme, which forms an integral and important component of a remuneration and compensation plan, is designed to primarily reward and retain Executive Directors and employees whose services are crucial to our Group’s well being, development and success. As at the Latest Practicable Date, no Options (as defined in Rule 2 of the Scheme) have been granted under the Scheme. A summary of the Rules of the Scheme is set out as follows: 1. Objectives The objectives of the Scheme are as follows: (a) to motivate each participant to optimise his performance standards and efficiency and to maintain a high level of contribution to our Group; (b) to retain key employees and Directors whose contributions are essential to the long-term growth and profitability of our Group; (c) to instil loyalty to, and a stronger identification by the participants with the long-term prosperity of, our Group; (d) to attract potential employees with relevant skills to contribute to our Group and to create value for our Shareholders; and (e) to align the interests of the participants with the interests of our Shareholders. 2. Participants Under the rules of the Scheme, Executive, Non-Executive and Independent Directors and full-time employees of our Group are eligible to participate in the Scheme. Directors who are Controlling Shareholders of our Company and their Associates are not eligible to participate in the Scheme. To be eligible to participate in the Scheme, a participant (“Participant”) must: (i) be confirmed in his/her employment with our Company or our Subsidiaries and not be on probation and have been in the full-time service of our Company or any of our Subsidiaries for at least 12 months on or prior to the date of the grant of the Option (the “Date of Grant”); (ii) have attained the age of 21 years on or before the Date of Grant; and (iii) not be an undischarged bankrupt and must not have entered into a composition with his creditors. 3. Scheme administration The Scheme shall be administered by a committee comprising Directors (including Directors who may be participants of the Scheme) (“Committee”), with powers to determine, inter alia, the following: (a) persons to be granted Options; (b) number of Options to be offered; and (c) recommendations for modifications to the Scheme. UNI-ASIA SHARE OPTION SCHEME 135 The Committee comprises members of the Remuneration Committee. A member of the Committee who is also a Participant of the Scheme must not be involved in its deliberation in respect of Options granted or to be granted to him. 4. Size of the Scheme The nominal amount of the aggregate number of Shares over which the Committee may grant Options on any date, when aggregated with the nominal amount of the number of Shares issued and issuable in respect all Options granted under the Scheme and any other share option schemes of our Company, shall not exceed 15 per cent. of the issued share capital of our Company on the day preceding the date of the relevant grant. Our Company believes that this 15 per cent. limit set by the SGX-ST gives our Company sufficient flexibility to decide upon the number of Option Shares to offer to our existing and new employees. 15 per cent. of our post-Invitation issued share capital constitutes approximately 36,060,000 Shares. As it is intended that the Scheme shall last for 10 years, assuming that there is no change in the total issued share capital of our Company, the number of Option Shares in respect of which Options may be granted in a year will average approximately 3,606,000. The number of eligible participants is expected to grow over the years. Our Company, in line with its goals of ensuring sustainable growth, is constantly reviewing our position and considering the expansion of our talent pool which may involve employing new employees. The employee base, and therefore the number of eligible participants will increase as a consequence. If the number of Options available under the Scheme is limited, we may only be able to grant a small number of Options to each eligible participant which may not be a sufficiently attractive incentive. Our Company is of the opinion that it should have sufficient number of Options to offer to new employees as well as to existing employees. The number of Options offered must also be significant enough to constitute a meaningful reward for contribution to our Group. However, this does not mean that the Committee will issue Option Shares up to the prescribed limit. The Committee shall exercise its discretion in deciding the number of Option Shares to be granted to each employee, which will depend on, inter alia, the employee’s performance and value to our Group. 5. Entitlement Subject to such adjustments as may be made under the Rules, the number of Options to be offered to a Participant of the Scheme shall be determined at the absolute discretion of the Committee, who shall take into account criteria such as the rank, performance, years of service and potential for future development of that Participant. 6. Participants in other schemes Participants who participate in the Scheme are eligible to participate in other schemes implemented by other companies, if approved by the Committee. 7. Grant of Options Subject to the Rules, the Committee may make offers of grant of Options (“Offers”) to such eligible Participants as it may in its sole and absolute discretion select at any time during the period when the Scheme is in force, except that no Offers shall be made during the period of 30 days immediately preceding the date our Company announces its interim and/or final results (whichever the case may be). In the event of our Company announcing any matter of an exceptional nature involving unpublished price sensitive information (“Exceptional Announcements”), Offers may only be made on or after the third Market Day on which such Exceptional Announcement is released. 8. Acceptance of Offer The Offer to a Participant, if not accepted by the Participant before 5.00 p.m. on the 30th day from the date of such Offer, will lapse. Upon acceptance of the Offer, the Participant to whom the Option is granted will pay to our Company a consideration of US$1.00 or such other amount and deliver such other documentation as the Committee may require. 9. Exercise price and exercise period Subject to any adjustment to be made pursuant to the Rules, the exercise price for each Share in respect of which an Option is exercisable shall be determined by the Committee at its absolute discretion and fixed by the Committee at: (a) a price equal to the average of the last dealt prices for a Share on the SGX-ST for the period of three consecutive Market Days immediately prior to the relevant Date of Grant (“Market Price”) but in no event shall the exercise price per Share be less than its par value (“Market Price Options”); or (b) a price which is set at a discount to the Market Price, provided that the maximum discount shall not exceed 20 per cent. of the Market Price but in no event shall the exercise price per Share be less than its par value (“Incentive Options”). Each eligible Participant who has been granted Market Price Options shall be entitled to exercise at any time after the first anniversary of the Date of Grant of that Option, Provided always that the Options granted to employees shall be exercised before the tenth anniversary of the relevant Date of Grant and Options granted to Non-Executive Directors and Independent Directors shall be exercised before the fifth anniversary of the relevant Date of Grant, or such earlier date as may be determined by the Committee, failing which all unexercised Options shall immediately lapse and become null and void and a Participant shall have no claims against our Company. Each eligible Participant who has been granted Incentive Options shall be entitled to exercise at any time after the second anniversary of the Date of Grant of that Option, Provided always that the Options granted to employees shall be exercised before the tenth anniversary of the relevant Date of Grant and Options granted to Non-Executive Directors and Independent Directors shall be exercised before the fifth anniversary of the relevant Date of Grant, or such earlier date as may be determined by the Committee, failing which all unexercised Options shall immediately lapse and become null and void and a Participant shall have no claims against our Company. 10. Variation of share capital If a variation in our issued share capital occurs (whether by way of capitalisation or rights issue, reduction of capital, sub-division or consolidation of Shares or distribution), the exercise price, the nominal value, class and/or number of Shares comprised in an Option or over which Options may be granted will be adjusted in such manner as the Committee may determine to be appropriate and upon the written confirmation of our auditors (acting only as experts and not as arbitrators) that in their opinion, such adjustment is fair and reasonable. The issue of Shares as consideration for an acquisition by us or a private placement of Shares will not be regarded as a circumstance requiring adjustment. An increase in the number of issued Shares as a consequence of the exercise of Options or other convertibles issued by us will also not be a circumstance requiring adjustment. 11. Exercise of Options Options which are accepted by the Participants may be exercised during the periods and at the relevant exercise prices. All Options must be exercised before the expiry of 10 years from the Date of Grant in the case of employees and before the expiry of five years in the case of Non-Executive Directors and Independent Directors, or such earlier date as may be determined by the Committee, failing which the Options shall be deemed to have expired and shall cease to be valid. UNI-ASIA SHARE OPTION SCHEME 136 Special provisions dealing with the lapsing or permitting the earlier exercise of Options under certain circumstances include: (a) the termination of the Participant’s employment or appointment in our Group, as the case may be; (b) the bankruptcy of the Participant; (c) the death of the Participant; (d) a take-over of our Company; and (e) the winding-up of our Company (voluntary or otherwise). 12. Shares issued under the Scheme Shares arising from the exercise of the Options shall be subject to the provisions of the Memorandum of Association and Articles of our Company. The Shares so allotted will upon issue rank pari passu in all respects with the then existing issued Shares for any dividends, rights, allotments or distributions the record date (“Record Date”) of which falls after the relevant date of exercise of the Option. “Record Date” means the date fixed by our Company for the purposes of determining entitlements of Shareholders to dividends, rights, allotments or other distributions. 13. Changes in the Scheme Subject to the prior approval of the SGX-ST or any other stock exchange on which the Shares are listed or quoted and other regulatory authorities as may be necessary, the Scheme may be altered from time to time by a resolution of the Committee. However, no alteration shall be made which would adversely affect the rights attached to Options granted prior to such alteration except with the prior consent in writing of such number of Participants who, if they exercised their Options in full, would thereby become entitled to not less than ¾ in nominal amount of all Shares which would be allotted and issued upon exercise in full of all outstanding Options. Also, no alteration shall be made to certain rules of the Scheme to the advantage of Participants except with the prior approval of our Shareholders in general meeting. 14. Duration of the scheme The Scheme shall continue in operation for a maximum period of ten years commencing on the Adoption Date. “Adoption Date” means the date upon which the Scheme is adopted by our Shareholders which is 26 June 2007. The Scheme may be continued for any further period thereafter with the approval of our Shareholders in general meeting and of any relevant authorities which may then be required. Grant of Options at Discounted Exercise Price The Scheme which forms an integral component of our remuneration and compensation plan, is designed to reward and retain eligible Participants whose services are crucial to our well-being and success. The ability to grant Options with exercise prices set at a discount to the prevailing Market Prices of our Shares, is intended, inter alia, to operate as a means to recognise Participants for their outstanding performance as well as to motivate them to continue to excel while encouraging them to focus more on improving our profitability and return above a certain level which will benefit all Shareholders when these are eventually reflected through share price appreciation. The flexibility in determining the quantum of discount would enable the Committee to tailor the incentives in the grant of Options to commensurate with the performance and contribution of each individual Participant. The flexibility of granting Options with discounted prices is also intended to cater for situations where the market conditions are bullish and the market price of our Shares are traded at high premiums. In such events, we may grant Options to our employees at a discount to the Market Price. UNI-ASIA SHARE OPTION SCHEME 137 UNI-ASIA SHARE OPTION SCHEME 138 In deciding whether to give a discount and the quantum of such discount, the Committee shall be at liberty to take into consideration factors including performance of our Company, the years of service and individual performance of the Participant concerned, the contribution of the Participant to our success and development, and the prevailing market conditions. All Participants, regardless of their rank, shall be eligible to a discount of up to 20 per cent. It is envisaged that we may consider granting the Options with Exercise Prices set at a discount to the Market Price of our Shares prevailing at the time of grant under circumstances including (but not limited to) to the following: (a) where, due to speculative forces in the stock market resulting in an overrun of the market, the market price of our Shares at the time of the grant of Options is not a true reflection of our financial performance; (b) to enable us to offer competitive remuneration packages in the event that the practice of granting Options with exercise prices that have a discount element becomes a general market norm. As share options become more significant components of executive remuneration packages, a discretion to grant Options with discounted prices will provide us with a means to maintain the competitiveness of our remuneration and compensation strategy; and/or (c) where we need to provide more compelling motivation for specific business units to improve their performance, grants of share options with discounted exercise prices will help to align the interests of employees to those of our Shareholders by encouraging them to focus more on improving our profitability and returns above a certain level which will benefit all Shareholders when these are eventually reflected through share price appreciation. Options granted at a discount are perceived more positively by the employees who receive such Options. The Committee will determine on a case-by-case basis whether a discount will be given, and if so, the quantum of the discount, taking into account the objective that is desired to be achieved by us and the prevailing market conditions. As the actual discount given will depend on the relevant circumstances, the extent of the discount may vary from one case to another, subject to a maximum discount of 20 per cent. of the Market Price of the Share, as described above. The discretion to grant Options to subscribe for Shares at an exercise price set at a discount to the Market Price will, however, be used judiciously. The amount of the discount may vary from one offer to another, and from time to time, subject to a limit of 20 per cent. on the quantum of discount in respect of Options granted under the Scheme. In respect of our Independent Directors, we have presently not made any decision on the terms of the grant of Options and on whether Options will be granted at a discount to the Market Price. However, should we decide in the future to grant Options to them at a discount, such decision will be based on factors such as the individual performance of the Participant and the contribution of the Participant to our success and development. We may also grant Options without any discount to the Market Price. Additionally, we may, if we deem fit, impose conditions on the exercise of the Options (whether such Options are granted at the Market Price or at a discount to the Market Price), such as restricting the number of Shares for which the Option may be exercised during the initial years following its vesting. UNI-ASIA SHARE OPTION SCHEME 139 Participants in the Scheme Participation of our Group Employees The extension of the Scheme to Group employees allows us to have a fair and equitable system to reward Directors and employees who have made and who continue to make significant contributions to our Group’s long-term growth. We believe the Scheme will enable us to attract, retain and provide incentives to its Participants to produce higher standards of performance as well as encourage greater dedication and loyalty by enabling us to give recognition to past contributions and services as well as motivating Participants generally to contribute towards our long-term growth. Participation of our Non-Executive Director and Independent Directors The Scheme contemplates the participation by any person who is or may become our Non-Executive Directors. Our Non-Executive Directors and Independent Directors, although not involved in the day-to- day running of our operations, play an invaluable role in furthering the business interests of our Group by contributing their experience and expertise. We believe that by allowing our Non-Executive Directors and Independent Directors to participate in the Scheme, we will be able to provide them with an opportunity to participate in our equity. Our Non-Executive Directors and Independent Directors are closely associated with our business operations even though they do not hold office in an executive capacity. To allow them to participate in the Scheme will instil in them a greater sense of involvement and belonging in our Group, thereby enhancing our working relationship with them. In addition, our Independent Directors are also members of our Audit Committee. They therefore undertake a major role in our corporate governance. It is therefore in our long-term interest that we acknowledge the services of these Directors who are members of our Audit Committee by allowing them to participate in the Scheme. Their participation in the Scheme will also attract future suitable and more qualified persons to sit on our Audit Committee. This will help to ensure the continuity of good corporate governance in our Company in the long term. To reflect our recognition of the valuable contributions and efforts of our Non-Executive Directors and Independent Directors, the Scheme will allow us flexibility in providing reward to these Directors in a combination of Director’s fees and Options as it may not always be possible to compensate them fully or appropriately by increasing the Directors’ fees or other forms of cash payment. We also hope that by being able to offer share options, it will be able to attract more well-qualified persons to act as Non- Executive Directors and Independent Directors of our Company. We believe that the grant of Options to our Independent Directors will not give rise to any conflict of interests. In any event, to minimise any potential conflict of interests and not to compromise the independence of our Independent Directors, we intend to grant only a nominal number of Options under the Scheme to such Independent Directors. In addition, in the event that any conflict of interests arises in any matter to be decided by our Board, we shall procure that the relevant Independent Director abstain from voting on such matter at our Board meeting. Disclosures in Annual Reports Details of the number of Options granted, the number of Options exercised and the subscription price (as well as the discounts involved, if any) will be disclosed in our annual report. Financial Effects of The Scheme International Financial Reporting Standard 2 on Share-based Payment (“IFRS 2”) is effective for financial statements covering periods beginning on or after 1 January 2005, and was in force at the date the Scheme was approved. IFRS 2 requires the fair value of employee services received in exchange for the grant of options to be recognised as an expense. For equity-settled share-based payment transactions, the total amount to be expensed in the income statement over the vesting period is determined by reference to the fair value of each option granted, excluding the impact of any non-market vesting conditions. At each balance sheet date, the Company revises its estimates of the number of options that are expected to become exercisable. It recognises the impact of the revision of original estimates, if any, in the income statement with a corresponding adjustment to equity. Share options are treated as potential ordinary shares in calculating dilutive earnings per share. Employee share options with fixed or determinable terms and non-vested ordinary share are treated as options in the calculation of diluted earnings per share, even though they are contingent on vesting. They are treated as outstanding on the grant date. During the vesting period, the consolidated earnings per Share would be reduced by both the expense recognised and the potential ordinary shares to be issued under the Scheme. When the options are exercised, the consolidated net tangible assets will be increased by the amount of cash received in subscription for the Option Shares. On a per Share basis, the effect is accretive if the subscription price is above the net tangible assets per Share but dilutive otherwise. We have made an application to the SGX-ST for permission to deal in, and for quotation of, our Shares which may be issued upon the exercise of the Options to be granted under the Scheme. The approval of the SGX-ST is not to be taken as an indication of the merits of our Company, our subsidiaries, our Shares, the New Shares, the Option Shares or the Additional Shares. UNI-ASIA SHARE OPTION SCHEME 140 141 INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTEREST INTERESTED PERSON TRANSACTIONS In general, transactions between our Group and any of our interested persons (namely, our Directors, Chief Executive Officer or Controlling Shareholders or the Associates of such Directors, Chief Executive Officer or Controlling Shareholders) would constitute “Interested Person Transactions” for the purposes of Chapter 9 of the Listing Manual. Our interested persons include Mr. Motokuni Yamashiro, Mr. Kazuhiko Yoshida, Mr. Michio Tanamoto, Mr. Robert Van Jin Nien, Mr. Jörg Wilhem Schelp, Mr. Hamilton Jian-Ren Chueh, Mr. V-Nee Yeh, Mr. Ang Miah Khiang and Mr. Ronnie Teo Heng Hock who are our Directors and the Evergreen Group. Save as disclosed below, none of our Controlling Shareholders, Directors, Executive Officers, or their respective Associates, has any interest, direct or indirect, in any transaction undertaken by our Group within the past three years ended 31 December 2006 and from 1 January 2007 up to the Latest Practicable Date. Past, Present and Ongoing Transactions Transactions with the Evergreen Group Historically, part of our loan syndication business has involved Uni-Asia arranging loan facilities, operating leases and, or finance leases for the Evergreen Group. Evergreen International S.A. is a private, Panamanian company controlled as to 100% by Dr. Chang and his associates, Mr. Chang Kuo Hua, Mr. Chang Kuo Ming and Mr. Chang Kuo Cheng. It is a holding company with direct and indirect interests in a number of companies engaged in the ownership and operation of shipping and aircraft fleets, including various major members of the Evergreen Group. Although no member of our Group is in the business of lending money to Evergreen or any other company of the Evergreen Group, Uni-Asia has earned and continues to earn fees from these companies as a result of arranging loans or other financing transactions, such as operating leases and finance leases, for these companies, the lenders or financiers of which are syndicates of banks or other lending institutions whose participants are independent of and not interested persons of our Company. The fees which Uni-Asia earns from these transactions comprise arrangement fees, paid at the outset, typically on or around drawdown of a loan facility or on the initial leasing of the asset, i.e. the ship or aircraft, in relation to an operating lease or finance lease. In addition, Uni-Asia earns ongoing annual agency fees, over the tenor of the facilities, in relation to its role as agent of the syndicate members. The annual agency fees earned are minimal in comparison to the arrangement fees in respect of any loan or financing transaction. In the normal course of business, we arrange loans or other financial transactions for the Evergreen Group. Such transactions are of an ad-hoc nature and have been carried out on an arm’s length basis. We also act as facility agent for these loans and financial transactions. The aggregate fees, including arrangement fees, agency fees and interest income, received from the Evergreen Group in each of the past three years ended 31 December 2006 and from 1 January 2007 up to the Latest Practicable Date are as follows: From 1 January 2007 to Latest FY2004 FY2005 FY2006 Practicable Date Aggregate fees received (US$ ’000) 1,682 1,452 3,483 51 The fees received from Evergreen are based on our normal rates charged to our other customers at the relevant time. Such transactions, if continued after our listing on the SGX-ST, will be subject to the review procedures described in “Guidelines For Future Interested Person Transactions” below, to ensure that they are continued on an arm’s length basis. Guidelines For Future Interested Person Transactions In the event that we enter into certain transactions with interested persons in the future, such future transactions with interested persons must comply with the requirements of the Listing Manual. As required by the Listing Manual, our Articles of Association require a Director to abstain from voting in any contract or arrangement in which he has a personal material interest. Our internal control procedures will be designed to ensure that all Interested Person Transactions are conducted at arm’s length and on normal commercial terms. Any interested person transaction will be properly documented and submitted semi-annually to our Audit Committee for its review to ensure that all Interested Person Transactions are conducted at arm’s length and on normal commercial terms. In the event that a member of our Audit Committee is interested in any Interested Person Transaction, he will abstain from reviewing that particular transaction. Our Audit Committee will include the review of all such Interested Person Transaction as part of the standard procedures while examining the adequacy of our internal controls. Our Audit Committee will ensure that all provisions and disclosure requirements on all such Interested Person Transactions, including those required by prevailing legislation, the Listing Manual and accounting standards, as the case may be, are complied with. Our Directors will ensure that all disclosure requirements on Interested Person Transactions, including those required by prevailing legislation, will be subject to shareholders’ approval if deemed necessary by the Listing Manual. We will disclose in our annual report the aggregate value of Interested Person Transactions conducted during the financial year. Review Procedures for Future Interested Person Transactions Our Audit Committee will review and approve Interested Person Transactions, to ensure that they are on an arm’s length basis, that is, that the transactions are transacted on terms and prices not more favourable to the interested person than if they were transacted with a third-party and we and our shareholders have not been disadvantaged in accordance with the following review procedures: (i) all Interested Person Transactions (either individually or as part of a series or if aggregated with other transactions involving the same Interested Person during the same financial year) below S$100,000 will not require the approval of the Audit Committee; (ii) all Interested Person Transactions (either individually or as part of a series or if aggregated with other transactions involving the same Interested Person during the same financial year) below or equal to 3% of the last audited NTA of our Group will not require approval of the Audit Committee prior to such transactions being entered into, but will require approval 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 profit margin built-in or discount given or price received by us for the same or substantially similar type of transactions between us and unrelated parties and the terms are no more favourable to the interested person than those extended to or received from unrelated parties; and (iii) all Interested Person Transactions (either individually or as part of a series or if aggregated with other transactions involving the same Interested Person during the same financial year) in excess of 3% of the last audited NTA of our Group will be reviewed by and will require approval by the Audit Committee prior to such transactions being entered into. We intend to prepare relevant information (such as pricing guidelines, pricing for similar existing customers and quotations obtained from third-parties) to assist our Audit Committee in its review of all Interested Person Transactions. 142 INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTEREST Before any agreement or arrangement that is not in our ordinary course of business is transacted, prior approval must be obtained from our Audit Committee. In the event that a member of the Audit Committee is interested in any of the Interested Person Transaction, he will abstain from reviewing that particular transaction. Any decision to proceed with such an agreement or arrangement would be recorded for review by the Audit Committee. We also intend to comply with the provisions in Chapter 9 of the Listing Manual in respect of all future Interested Person Transactions, and if required under the Listing Manual, we will seek our Shareholders’ approval for such transactions. Other Review Procedures In view that part of our loan syndication business has historically involved the arrangement of loan facilities, operating leases and/or finance leases for the Evergreen Group, we will, in the interests of good corporate governance, apply the same review and approval procedures as those applicable to future Interested Person Transactions, to all our future transactions with the Evergreen Group, for so long as Evergreen holds a direct and/or indirect shareholding interest of five per cent. or more in our Company. However, as Evergreen is not an interested person for the purposes of Chapter 9 of the Listing Manual, our transactions with Evergreen Group will not be subject to the disclosure requirements under Chapter 9 of the Listing Manual. The requirements under Chapter 9 of the Listing Manual will only apply to transactions with the Evergreen Group in the event of Evergreen becoming an interested person in the future. POTENTIAL CONFLICTS OF INTERESTS Our non-Executive Director, Mr. Robert Van Jin Nien, has a 0.08% shareholding interest in and is also a director of Hopewell Holdings Limited (“Hopewell”), a company in the principal business of property development. Hopewell is our substantial shareholder, and is currently publicly listed in Hong Kong. Our Board believes that Mr. Nien’s interests in Hopewell does not give rise to a material conflict of interests, given that he does not have a material shareholding interest in Hopewell. In the event that Mr. Nien or the Board is of the view that any material conflict of interests should arise, Mr. Nien will abstain from deliberating and participating in the decision-making process of our Board, in relation to any such matter in question. Our Independent Director, Mr. V-Nee Yeh, is a director and non-executive chairman of Argyle Street Management Limited (“ASM”), a fund management company that manages other funds investing in distressed assets, including the ASM Asia Recovery Fund. Mr. Yeh holds units in the ASM Asia Recovery Fund and also has a 33.33% shareholding interest in Argyle Street Management (Holdings) Limited (“ASMH”), which in turn owns 100% of ASM. As Mr. Yeh does not have majority control over ASM, he does not control the decision-making of the board or investment committee of ASM. Our Board believes that potential conflicts of interests would be minimised by the fact that Mr. Yeh is an independent non- executive director of our Company and is not involved in the day-to-day business of our Group. In addition, as a Director of our Company, Mr. Yeh will also have a duty to disclose any conflicts of interest, as soon as he becomes aware of the same. He will also abstain from voting in respect of any matter where a conflict of interests arises and is required to act in the interests of our Company and our shareholders as a whole when performing his duties as an Independent Director of our Company. Our Board believes that his professional background in distressed assets fund management is beneficial to us as he would have a better understanding of our business. In connection with Mr. Yeh’s appointment as our Independent Director, we will, prior to the registration of this Prospectus with the MAS, enter into a confidentiality agreement with Mr. Yeh, pursuant to which Mr. Yeh will be required to keep confidential and not use, divulge, disclose or deliver to any person (except as authorised or required by his duties or by law) any information acquired by him in the course of his role as director of the Company and which (i) is a trade secret or know-how of our Company or is otherwise the confidential property of our Company or any of its related corporations; or (ii) was acquired by the director under a duty of confidentiality. Mr. Yeh will also be required to use his best endeavours to prevent the publication or disclosure of any trade 143 INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTEREST secret or know-how of our Company, or confidential information concerning the business or the finance of our Company or any of our related companies or of any person or company with whom our Company deals. The above confidentiality requirements shall continue to apply after the termination of Mr. Yeh’s appointment without limit in time, but shall cease to apply to information or knowledge which may come into the public domain other than by breach of these provisions. Each of our Executive Directors, Mr. Motokuni Yamashiro, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto, has an option to subscribe for new shares in our associated company, Capital Advisers. Mr. Yoshida and Mr. Tanamoto are also directors of Capital Advisers. None of their options, if fully exercised, would each amount to more than 1.63% of the enlarged share capital of Capital Advisers. They do not currently hold any shares directly in Capital Advisers. In order to minimise any potential conflicts of interests, each of Mr. Motokuni Yamashiro, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto will abstain from deliberating and participating in the decision-making process of our Board, in relation to any issues concerning our transactions with Capital Advisers. In addition, as our Directors each of Mr. Motokuni Yamashiro, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto will also have a duty to disclose any conflicts of interest, as soon as he becomes aware of the same. They will also be required to act in the interests of our Company and our Shareholders as a whole when performing their duties as our Directors. Save as disclosed above and in the section entitled “Interested Person Transactions” in this Prospectus:- (a) none of our Directors, Executive Officers, Controlling Shareholders or any of their Associates has had any interest, direct or indirect, in any transactions to which our Company was or is to be a party; (b) none of our Directors, Executive Officers, Controlling Shareholders or any of their Associates has any interest, direct or indirect, in any company carrying on the same business or a similar trade which competes materially and directly with the existing business of our Group; and (c) none of our Directors, Executive Officers, Controlling Shareholders or any of their Associates has any interest, direct or indirect, in any company that is our customer or supplier of goods and services. Mitigation Upon completion of the Invitation, there is no single Controlling Shareholder of our Group. We believe that any potential conflicts of interest are addressed as follows:  We have established policies and procedures, including internal audit controls, to ensure that our transactions with our Controlling Shareholders and their affiliates are entered into on arm’s length and normal commercial terms. In this regard, our Company has appointed an internal auditor (the “Internal Auditor”) to undertake the role of the internal audit function. The Internal Auditor will be responsible for assessing the internal auditing and reporting controls and procedures within our Group and to make recommendations, as appropriate, to the Audit Committee.  Upon our listing on the SGX-ST, we will be subject to the SGX-ST rules on Interested Person Transactions. The objective of these rules is to ensure that our Interested Person Transactions do not prejudice the interests of our Shareholders as a whole. These rules require us to make prompt announcements, disclosures in our annual reports and/or seek Shareholders’ approval for certain material Interested Person Transactions. Further, our Audit Committee may have to, and we may have to appoint independent financial advisers to, review such Interested Person Transactions and state whether or not it is, or they are, of the view that such transactions are on normal commercial terms and are not prejudicial to our interests and our minority Shareholders. 144 INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTEREST  Our Audit Committee will review Interested Person Transactions on a periodic basis to ensure compliance with our policies and procedures, including internal audit controls, and with the relevant provisions of the SGX-ST rules. The review will include an examination of the nature of the transactions and such relevant supporting data as the Audit Committee may deem necessary. If a member of our Audit Committee has an interest in a transaction, he will abstain from participating in the review and approval process of the Audit Committee in relation to that transaction. Our Audit Committee will also review the policies and procedures to ensure that they are adequate to achieve the objectives of ensuring that our Interested Person Transactions are entered into on arm’s length and normal commercial terms.  Our Directors owe fiduciary duties to us, including the duty to act in good faith and in our best interests. Our Directors have a duty to disclose any conflict of interest, as soon as they become aware of any conflict, including a conflict that arises from a directorship in a competing company or from a personal investment in a competing company and, in such event, such Director may only vote in respect of any such decision if his fiduciary duties so allow and only in accordance with such duties. Our Directors are also subject to a duty of confidentiality, which precludes a Director from disclosing to any third-party information that is confidential to us.  Our Audit Committee will review any conflicts of interest disclosed to our Board and the exercise of Directors’ fiduciary duties in this respect. Upon disclosure of an actual or potential conflict of interest by a Director, our Audit Committee will consider whether a conflict of interest does in fact exist and whether it is appropriate that such Director abstain from voting in respect of a matter where the conflict of interest arises. The review will include an examination of the nature of the conflict and such relevant supporting data as our Audit Committee may deem reasonably necessary. If any member of our Audit Committee has a conflict of interest which is brought before our Audit Committee, such member shall not participate in any proceedings of our Audit Committee in relation to such conflict of interest. 145 INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTEREST DESCRIPTION OF OUR ORDINARY SHARES 146 The following description of our share capital summarises certain provisions of our Articles. Such summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to and all of the provisions of our Articles (copies of which are available for inspection at the place referred to on page 173 of this Prospectus), Cayman Companies Law and the Companies Act. Share capital The authorised share capital of our Company is US$120,000,000 divided into 750,000,000 Shares of US$0.16 par value each. Dividend rights Dividends and interim dividends on our Shares may be declared from time to time by our Directors on a pari passu basis. Variation of rights If at any time the share capital of our Company is divided into different classes of shares, preference capital other than redeemable preference capital may be repaid and the rights attached to any class may be varied with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class or, if such special resolution is not passed within two months of such meeting, with the consent in writing of the holders of three-fourths of the issued shares of that class. Transfer of shares No Member may transfer shares in our Company unless the prior consent of our Directors has been obtained and the provisions set out in the Articles concerning pre-emption having been complied with. Where a Member transfers or proposes to transfer shares in connection with a property settlement agreement or by court decree in connection with any marriage dissolution or similar proceeding, or a bankruptcy or insolvency proceeding or the death or liquidation of such Member, our Company will have the first right to repurchase all the shares owned by such Member in accordance with the terms of the Articles. Meetings of shareholders As our Company is an exempted company, it may but shall not be required to hold annual general meetings. Extraordinary general meetings can be called on the requisition of Members holding not less than one- tenth of the paid-up voting capital of our Company or by our Directors. Limitations on non-Cayman Islands shareholders There are no limitations on non-Cayman Islands shareholders. Access to books and records and dissemination of information Our Directors shall determine whether and to what extent the accounts and books of our Company shall be open to the inspection of Members. Our Directors may cause to be prepared and laid before our Company in general meeting profit and loss accounts, balance sheets and group accounts, if any. Election and removal of directors Our Company may by ordinary resolution appoint and remove any Director. Our Directors may also appoint a Director to hold office until the next annual general meeting of our Company and such Director would then be eligible for re-election thereat. Indemnification of Directors and officers The Directors and officers of our Company and any trustee acting in relation to our Company’s affairs and their heirs, executors, administrators and personal representatives shall be indemnified out of the assets of our Company for and against all actions, proceedings and damages which shall be incurred by reason of any act done or omitted in the execution of their duty except due to wilful neglect or default. Amendment of Memorandum of Association and Articles Our Company may amend the Memorandum and Articles of Association of our Company by special resolution. Certain provisions of Cayman Islands Company Law Please refer to Appendix E of this Prospectus for a summary of Cayman Islands Company Law. Share Registrar and Singapore Share Transfer Agent A register of holders of our Shares will be maintained by Lim Associates (Pte) Ltd in Singapore, and Lim Associates (Pte) Ltd will also serve as Singapore share transfer agent for our Shares. DESCRIPTION OF OUR ORDINARY SHARES 147 TAXATION 148 The following is a discussion of certain tax matters arising under the current tax laws of the Cayman Islands, Singapore, Hong Kong, Japan and the PRC and is not intended to be and does not constitute legal or tax advice. While this discussion is considered to be a correct interpretation of existing laws in force, no assurance can be given that courts or fiscal authorities responsible for the administration of such laws will agree with this interpretation or that changes in such laws will not occur. The discussion is limited to a general description of certain tax consequences in the respective countries with respect to ownership of our Shares by investors in those respective countries, and does not purport to be a comprehensive nor exhaustive description of all of the tax considerations that may be relevant to a decision to purchase our Shares. Prospective investors should consult their tax advisors regarding tax and other tax consequences of owning and disposing our Shares. It is emphasised that neither our Company, our Directors nor any other persons involved in the Invitation accepts responsibility for any tax effects or liabilities resulting from the subscription for, purchase, holding or disposal of our Shares. CAYMAN ISLANDS TAXATION Pursuant to section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, our Company has obtained an undertaking from the Governor in Cabinet: (a) that no law which is enacted in the Cayman Islands imposing any taxes to be levied on profits or income or gains or appreciation shall apply to the Company or its operations; and (b) in addition, that no tax to be levied on profits, income gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable by the Company: (i) on or in respect of the shares, debentures or other obligations of the Company; or (ii) by way of withholding in whole or in part of any relevant payment as defined in Section 6(3) of the Tax Concession Law (1999 Revision). The undertaking is for a period of twenty years, commencing 8 April 1997. The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is not taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to our Company levied by the Government of the Cayman Islands save certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands. The Cayman Islands are not party to any double tax treaties. SINGAPORE TAXATION Individual Income Tax An individual is a tax resident in Singapore in a year of assessment if, in the preceding year, he was physically present in Singapore or exercised an employment in Singapore (other than as a director of a company) for 183 days or more, or if he resides in Singapore. The following income received in Singapore by non-resident individuals is exempt from Singapore income tax: (a) all foreign sourced income; and (b) Singapore-sourced investment income from financial instruments. For individual tax residents of Singapore, the income specified in (a) and (b) above is exempt from tax except where such income is derived through a partnership in Singapore or is derived through carrying on of a trade, business or profession. Thus, an individual taxpayer is only subject to Singapore income tax on income (other than certain investment income and one-tier dividends which are exempt from tax) accrued in or derived from Singapore, irrespective of whether that person is a resident or non-resident of Singapore. The tax rate for a resident individual varies according to the individual’s circumstances, but is subject to the current maximum rate of 20% for the year of assessment 2007 (i.e. calendar year 2006). A non- resident individual is normally taxed at the corporate tax rate, except that Singapore employment income is taxed at a flat rate of 15% or at resident rates, whichever yields a higher tax. Corporate Income Tax A corporate taxpayer is regarded as resident for Singapore tax purposes if its business is controlled and managed in Singapore. A Singapore resident corporate taxpayer is subject to Singapore income tax on income accrued in or derived from Singapore, and on foreign sourced income received in Singapore. However, foreign dividends, branch profits and foreign sourced service income received in Singapore by a Singapore resident company are exempt from Singapore tax if certain conditions are met. In addition, one-tier dividends received by a resident company are also exempt from Singapore income tax. A non-resident corporate taxpayer, with certain exceptions, is subject to income tax only on income that is accrued in or derived from Singapore, and on foreign sourced income received in Singapore, subject to certain exceptions. One-tier dividends received by a non-resident Singapore company are also exempt from Singapore income tax. There is no withholding tax on dividends paid by a Singapore resident company to non-resident shareholders. The corporate tax rate is presently 18%. In calculating a company’s chargeable income, 75% of up to the first S$10,000 of chargeable income and 50% of up to the next S$290,000 are exempt from corporate tax with effect from year of assessment 2008. The remaining chargeable income will be fully taxable at the corporate tax rate of 18%. The tax exemptions referred to above do not apply to Singapore dividend income. Dividend Distributions Singapore moved to the one-tier corporate tax system with effect from 1 January 2003. Under this system, the tax collected from corporate profits is final and all Singapore dividends paid by Singapore tax resident companies to their shareholders are exempt from tax (“one-tier tax exempt dividends”). If the company is a Singapore tax resident company under the one-tier corporate tax system, it can distribute one-tier tax exempt dividends to its shareholders. Such dividends are exempt from Singapore income tax in the hands of its shareholders. Gains on Disposal of our Shares Singapore does not impose tax on capital gains. However, there are no specific laws or regulations which deal with the characterisation of gains. In general, gains may be construed to be of an income nature and subject to Singapore income tax if they arise from activities which the Inland Revenue Authority of Singapore regards as the carrying on of a trade or business in Singapore. Any profits from the disposal of our Shares are not taxable in Singapore unless the seller is regarded as having derived gains of an income nature, in which case, the disposal profit would be taxable. Stamp Duty There is no stamp duty payable on the subscription of our Shares. Stamp duty is payable in Singapore on an instrument of transfer of our Shares at the rate of S$0.20 for every S$100.00 or any part thereof, computed based on the consideration for or market value of our Shares, whichever is higher. TAXATION 149 The purchaser is liable for stamp duty, unless there is an agreement to the contrary. No stamp duty is payable if no instrument of transfer is executed or the instrument of transfer is executed outside Singapore. However, stamp duty may be payable if the instrument of transfer which is executed outside Singapore is received in Singapore. The above stamp duty is not applicable to electronic transfers of shares effected through the Central Depository system. Estate Duty Singapore estate duty is imposed on the value of immovable property situated in Singapore owned by individuals who are not domiciled in Singapore, subject to specific exemption limits. Movable assets of non-domiciles will be exempt from estate duty with respect to deaths occurring on or after 1 January 2002. Singapore estate duty is imposed on the value of most immovable property situated in Singapore and on most movable property, wherever it may be, owned by individuals who are domiciled in Singapore, subject to specific exemption limits. Accordingly, our Shares held by an individual domiciled in Singapore are subject to Singapore estate duty upon such individual’s death. Singapore estate duty is payable to the extent that the value of our Shares aggregated with any other assets subject to Singapore estate duty exceeds S$600,000. Unless other exemptions apply to the other assets, for example, the separate exemption limit for residential properties, any excess beyond S600,000willbetaxedat5percent.ofthefirstS600,000 will be taxed at 5 per cent. of the first S12,000,000 of the individual’s Singapore chargeable assets and thereafter at 10 per cent. Individuals, whether or not domiciled in Singapore should consult their own tax advisors regarding the Singapore estate duty consequences of their ownership of our Shares. Goods and Services Tax (“GST”) The sale of shares is considered a supply of services for GST purposes. Generally, a supply of services made by a GST-registered person is subject to GST at the current rate of 7% unless the supply of services can qualify for zero-rating (i.e. charge GST at 0%) under Section 21(3) of the Goods and Services Tax Act (Cap. 117A) (“GST Act”) or can qualify for exemption under the Fourth Schedule to the GST Act. The sale of shares by a GST-registered investor in the course of or furtherance of a business carried on by him through the Singapore Exchange or to another person belonging in Singapore qualifies for exemption under the Fourth Schedule to the GST Act. However, any input GST which is incurred by the investor in making exempt supplies is not recoverable from the Comptroller of GST. If the sale of shares by a GST-registered investor is made to another person belonging outside Singapore, and that person is outside Singapore when the sale is executed, the sale would qualify for zero-rating under Section 21(3)(j) of the GST Act. Input GST which is incurred by the investor in making zero-rated supplies is fully recoverable from the Comptroller of GST. Brokerage, handling and clearing fees in connection with the sale or acquisition of shares charged by a GST-registered person (e.g. broker) to an investor belonging to Singapore is subject to GST at the current rate of 7%. Similar services rendered to an investor belonging outside Singapore should qualify for zero- rating provided that the investor is outside Singapore when the services are performed and the services provided do not benefit any Singapore persons. TAXATION 150 HONG KONG TAXATION Profits Tax Hong Kong profits tax is chargeable on every person, including corporations, partnerships, trustees and bodies of persons carrying on any trade, profession or business in Hong Kong in respect of his/its assessable profits (excluding profits arising from the sale of capital assets) arising in or derived from Hong Kong from the conduct of such trade, profession or business. Non-residents in receipt of such profits are also subject to profit tax. The current profits tax rate is 17.5% for corporations while sole proprietorships, partnerships and other unincorporated businesses are taxed at a rate of 16%. Stamp Duty Stamp duty is payable on contract note for sale or purchase of any Hong Kong stock (i.e. stock the transfer of which is required to be registered in Hong Kong) at the rate of 0.2% of the consideration or, if higher, the value of the Hong Kong stock being sold or transferred. This is payable half by the vendor and half by the purchaser. Other Taxes Currently, there is no capital gains tax or turnover or sales taxes in Hong Kong. Professional Tax Advice Recommended If you are unsure about the taxation implications of subscribing for, purchasing, holding, disposing of, dealing in, or the exercise of any rights in relation to the New Shares, you should consult an expert. Our Company, our Directors or any person involved in the Invitation do not accept responsibility for any tax effects on or liabilities resulting from the subscription for, purchase, holding, disposing of, dealing in, or the exercise of any rights in relation to the New Shares. JAPAN TAXATION General Individual income taxes in Japan consist of national income tax and local inhabitant tax. An individual with a domicile or residence in Japan for a period of one year or longer (“resident”) is subject to national and local income taxes on worldwide income, while an individual other than a resident (“non-resident”) having no permanent facility in Japan is subject to only national income tax solely upon income from sources within Japan. A resident who does not possess Japanese nationality and has maintained a residence or domicile in Japan over a period of no more than five years in the last ten years, is treated as “a non-permanent resident”. A non-permanent resident taxpayer is subject to national and local income taxes solely on income derived from sources within Japan and income derived from foreign sources paid in Japan or remitted to Japan. National income tax rates are progressive, ranging from 5% to 40% in 2007. Local inhabitant tax rate is 10% in 2007. However, interest income, capital gains from transfer of stocks etc. are taxed separately from other income at special rates specified in the Special Taxation Measures Law. Japanese corporate taxes consist of corporate income tax (national tax), income tax and enterprise tax (local tax) and other local taxes. Domestic corporations, including subsidiaries and joint ventures established under the Japanese law by foreign enterprises are subject to corporate income tax on their worldwide income and other corporate taxes. Foreign corporations operating in Japan through branches are liable for the corporate income tax on the entire income from sources within Japan and other corporate taxes. TAXATION 151 Dividends With respect to individual taxpayers, dividend income may be taxed as aggregate income or separately from other income at their choice. Withholding income tax will be imposed on dividends if dividends be paid through a paying agent in Japan. The withholding tax rate for dividends from shares listed in Japan and overseas is 10%, comprising national tax of 7% and local tax of 3% until 31 March 2009, and 20% thereafter, comprising national tax of 15% and local tax of 5%. Corporate taxpayers enjoy a benefit of deduction from gross income a certain portion of dividend. Capital Gain With respect to individual taxpayers, capital gains derived from the transfer of stocks are taxed separately from other income by filing a return. The current tax rate applied to these capital gains is 20%, comprising national tax of 15% and local tax of 5% (10% for listed stocks, comprising national tax of 7% and local tax of 3% until 31 December 2008). As for corporate taxpayers, capital gains from the sale of securities are subject to ordinary corporate income taxes in the same manner as ordinary income. Inheritance Tax Inheritance tax is imposed on the total value of all properties acquired through inheritance or bequest, less liabilities and funeral expenses. Properties are appraised based on current prices or values at the time of acquisition. Our Shares held by an individual domiciled in Japan are generally subject to Japanese Inheritance Tax upon such individual’s death. PRC TAXATION Tax Legislation At present, the State Organisations that have authority to formulate tax laws or tax policy mainly include the National People’ s Congress (the “NPC”) and its Standing Committee, State Council, Ministry of Finance, State Administration of Taxation, Tariff and Classification Committee of the State Council, and General Administration of Customs. (a) Tax laws are enacted by the NPC, e.g. the Individual Income Tax Law of the People’s Republic of China; or enacted by the Standing Committee of the NPC, e.g. the Tax Collection and Administration Law of the People’s Republic of China. (b) The administrative regulations and rules concerning taxation are formulated by the State Council, e.g., the Detailed Rules for the Implementation of the Tax Collection and Administration Law of the People’s Republic of China, the Detailed Regulations for the Implementation of the Individual Income Tax Law of the People’s Republic of China and the Provisional Regulations of the People’s Republic of China on VAT. (c) The departmental rules concerning taxation are formulated by the Ministry of Finance, the State Administration of Taxation, the Tariff and Classification Committee of the State Council, and the General Administration of Customs, e.g., the Detailed Rules for the Implementation of the Provisional Regulations of the People’s Republic of China on VAT and the Provisional Measures for Voluntary Reporting of the Individual Income Tax. TAXATION 152 Foreign Investment Taxation According to the “Circular on Questions related to Provisional Regulations concerning Taxations including Value-Added Tax, Consumption Tax and Business Tax Applicable to Foreign Investment Enterprises and Foreign Enterprises” , the following tax categories are applicable to foreign investment enterprises: (1) Value-Added Tax (2) Consumption Tax (3) Business Tax (4) Income Tax (5) Land Value-Added Tax (6) Resources Tax (7) Stamp Tax (8) Animal Slaughter Tax (9) Urban Real Estate Tax (10) Vehicle and Shipping License Tax (11) Contract Tax Customs Tax is also applicable for foreign investment enterprises with imports and exports. The most important tax categories are as follows: (a) Income Tax on foreign investment enterprises The applicable income tax laws, regulations, notices and decisions (collectively referred to as “Applicable Foreign Enterprises Tax Law”) related to foreign investment enterprises and their investors include, without limitation to, the following: (i) Income Tax Law of the PRC on Foreign Investment Enterprises and Foreign Enterprises adopted by the NPC on 9 April 1991 which came into effect on 1 July 1991 and would be revoked on 1 January 2008; (ii) Implementing Rules of the Income Tax Law of the PRC on Foreign Investment Enterprises and Foreign Enterprises promulgated by the State Council on 30 June 1991 and came into effect on 1 July 1991; (iii) Notice Relating to Income Tax for Foreign Investment Enterprises and Foreign Enterprises In a Number of Law Enforcement Issues promulgated by State Tax Bureau on 21 August 2000 and effective on 1 July 2000; and (iv) The Enterprise Income Tax Law of the PRC adopted by the NPC on 16 March 2007 and effective on 1 January 2008. TAXATION 153 According to the Applicable Foreign Enterprises Tax Law, before the Enterprise Income Tax Law of the PRC comes into effect, a foreign investment enterprise is required to pay a national income tax at a rate of 30% of their taxable income and a local income tax at a rate of 3% of their taxable income. The main tax preference is as follow: (i) A foreign investment enterprise engaged in production having a period of operation of not less than 10 years shall be exempted from income tax for the first two profit making years and a 50% reduction in the income tax payable for the next three years. The income tax concession for foreign investment enterprises engaged in the exploitation of resources such as petroleum, natural gas, rare metals and precious metals are regulated separately by the State Council. (ii) Foreign investment enterprises established in special economic zones, foreign enterprises having an establishment in special economic zones engaged in production or business operations and foreign investment enterprises engaged in production in economic and technological zones may pay income tax at a reduced rate of 15%. Foreign investment enterprises engaged in production established in coastal economic open zones or in the old urban districts of cities where the special economic zones or the economic and technological development zones are located may pay income tax at a reduced rate of 24%. The Enterprise Income Tax Law of the PRC sets a new income tax rate of 25% for all resident enterprises. The main tax rates are as follows: (i) A preferential rate of 20% to eligible small low-profit enterprises and a preferential rate of 15% to hi-tech enterprises receiving priority support from the State (Article 28) (ii) More tax preferential treatment to venture investment enterprises (Article 31) and to enterprises investing in environmental protection, energy and water conservation, work safety, etc. (Article 34). (iii) Preferential tax policy on investment in agriculture, forestry, animal husbandry, fisheries and infrastructure construction, income from environmental protection projects and eligible technology transfer (Article 27). (iv) Direct tax reduction or exemption with a substitute preferential policy for labor service enterprises, welfare enterprises and enterprises making comprehensive use of resources (Articles 30 and 33). (v) Transitional measures for enterprises enjoying the existing statutory tax preferential treatment: old enterprises established before the Enterprise Income Tax Law of the PRC becomes effective, who were entitled to enjoy an income tax rate of 15% or 24% under the current tax laws may, pursuant to the regulations of the State Council, continue to enjoy a gradually increasing transitional income tax rate within five years after the new Enterprise Income Tax Law becomes effective. Old enterprises entitled to enjoy regular tax reduction and exemption treatment under the current income tax laws may continue to enjoy remaining incentives in accordance with the requirements and period specified by the current income tax laws. However, for enterprises that have not made any profits and thus not enjoyed such preferential treatment, the period for enjoying preferential treatment shall be calculated from the year in which the new Enterprise Income Tax Law becomes effective. The State Council shall develop measures for implementing such transitional incentives (Article 57). (b) Value-Added Tax All units and individuals which and who, in the territory of the PRC, sell goods, render services such as processing, repair and spare parts replacement, or import goods, shall be the taxpayers of value-added tax. TAXATION 154 The value-added tax rate in the PRC shall be: (i) 17% for sales or import of goods and providing service of processing and repair services; (ii) 13% for sales or import of grain, edible oil coal gas, natural gas, coal products for civil use, books, newspapers, magazines, etc.; and (iii) 0% for export goods, except for those that the State Council has made special provisions. (c) Business Tax There are nine business tax rates, ranging from 5% (communications and transportation industry) to 20% (recreation industry). (d) Consumption Tax Consumption tax has, in all, 11 tax items and 25 tax rates (tax volumes), from the lowest 3% to the highest 45%. The tax rate is generally decided by prices in the production process, however, the tax rate for yellow rice wine, beer, petrol and diesel oil is determined by the quantity in production. The taxable export consumer goods, except those subject to special State provisions, should be exempt from consumption tax. (e) Land Value-Added Tax There are four categories of tax rates applicable under Land Value-Added Tax: (i) For the part of increased value that does not surpass 50% of the deduction of fixed items, the tax rate is 30%. (ii) For the part of increased value that surpasses 50% but no more than 100% of the deduction of fixed items, the tax rate is 40%. (iii) For the part of increased value that surpasses 100% but no more than 200% of the deduction of fixed items, the tax rate is 50%. (iv) For the part of increased value that surpasses 200% of the deduction of fixed items, the tax rate is 60%. (f) Urban Real Estate Tax The owner or lessee (agent and user in cases where the owner and lesseet is unidentifiable) is the tax payer. The Urban Real Estate Tax of foreign investment enterprises should be levied quarterly at an annual tax rate of 1.2%, and they may enjoy a 30% reduction of assessed tax. (g) Customs Tax (i) Import: Tariffs and import-related value-added tax shall be exempted with respect to imported equipment for foreign investment enterprises’ own use within the total amount of investment in foreign business investment projects that transfer technology and are consistent with the category of encouragement and the restricted B category under the “Catalogue of Industries Guidance for Foreign Business Investment” , with the exception of commodities listed in the “Catalogue of Import Commodities for Foreign Business Investment Projects with no Tax Exemption” . (ii) Export: Foreign investment enterprises that export self-manufactured products, with the exception of restricted exports, shall be exempt from export-related tax, subject to foreign rules and regulations. TAXATION 155 (iii) Bonded commodities: The necessary imports for foreign investment enterprises to produce exports, such as raw materials, fuel, parts and components, accessories or packaging materials are regarded by Customs as bonded commodities. TAXATION 156 Upon listing and quotation on the SGX-ST, our Shares will be traded under the book-entry settlement system of the CDP , and all dealings in and transactions of the Shares through the SGX-ST 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 will not be treated, under our Articles and the Cayman Companies Law as members of our Company in respect of the number of Shares credited to their respective Securities Accounts. Persons holding the Shares in Securities Account 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 the SGX-ST, although they will be prima facie evidence of title and may be transferred in accordance with our Articles. A fee of S10foreachwithdrawalof1,000SharesorlessandafeeofS10 for each withdrawal of 1,000 Shares or less and a fee of S25 for each withdrawal of more than 1,000 Shares is payable upon withdrawing the Shares from the book-entry settlement system and obtaining physical share certificates. In addition, a fee of S2orsuchotheramountasourDirectorsmaydecide,ispayabletotheShareRegistrarforeachsharecertificateissuedandastampdutyofS2 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 S10 is also payable where our Shares are withdrawn in the name of the person withdrawing our Shares or S0.20perS0.20 per S100 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 the SGX-ST 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 S$20 is payable upon the deposit of each instrument of transfer with CDP . Transactions in our Shares under the book-entry settlement system will be reflected by the seller’s Securities Account being debited with the number of Shares sold and the buyer’s Securities Account being credited with the number of Shares acquired. No transfer of stamp duty is currently payable for the Shares that are settled on a book-entry basis. A Singapore clearing fee for trades in our Shares on the SGX-ST is payable at the rate of 0.05 per cent. of the transaction value subject to a maximum of S$200 per transaction. The clearing fee, instrument of transfer deposit fee and share withdrawal fee may be subject to Singapore Goods and Services Tax. Dealings of 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 the SGX-ST 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 agent. The CDP agent may be a member company of the SGX-ST, bank, merchant bank or trust company. CLEARANCE AND SETTLEMENT 157 INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS 1. The name, age, address, principal occupation and business and working experience of each of our Directors and Executive Officers are set out in the section entitled “Directors, Management and Staff” in this Prospectus. 2. The present and past directorships other than directorships held in our Company (held in the five years preceding the Latest Practicable Date) of each of our Directors, in other companies are as follows: Name Present Directorships Past Directorships Executive Directors Motokuni Yamashiro Group Companies Group Companies Uni-Asia Fund Management Co., Ltd Offshore Property Investment Uni-Asia Services and Agency Co., Corporation Ltd Uni-Asia Capital Co., Ltd Uni-Asia Capital (Singapore) Limited Associated Companies Associated Companies None Capital Advisers Other Companies Other Companies None None Kazuhiko Yoshida Group Companies Group Companies Offshore Property Investment None Corporation Uni-Asia Capital Co., Ltd Uni-Asia Capital (Singapore) Limited Uni-Asia Finance Corporation (Japan) Uni-Asia Fund Management Co., Ltd Uni-Asia Guangzhou Property Management Co. Ltd. Uni-Asia Services and Agency Co., Ltd Associated Companies Associated Companies Capital Advisers None Other Companies Other Companies Founders Corporation None Prosperity Containership S.A. Michio Tanamoto Group Companies Group Companies Uni-Asia Capital Co., Ltd None Uni-Asia Capital (Singapore) Limited Uni-Asia Finance Corporation (Japan) Uni-Asia Guangzhou Property Management Co. Ltd. Associated Companies Associated Companies Capital Advisers None Uni-Ships and Management Limited GENERAL AND STATUTORY INFORMATION 158 Name Present Directorships Past Directorships Michio Tanamoto Other Companies Other Companies Euro Asia II Inc., Panama None Euro Asia III Inc., Panama Founders Corporation Ocean Target Limited (in liquidation) Ocean Time Limited (in liquidation) Prosperity Containership S.A. Non-Executive Directors Hamilton Jian Ren Chueh Group Companies Group Companies None None Associated Companies Associated Companies None None Other Companies Other Companies Asia Leasing Limited (in liquidation) Evergreen Energy Technology Evergreen International Corporation Corporation (Singapore) Pte. Ltd Evergreen Laurel Hotel (Paris) S.A. (liquidated) Evergreen Reinsurance Co Greencompass Marine S.A. Uniglory HK Ltd. Jörg Wilhelm Schelp Group Companies Group Companies None None Associated Companies Associated Companies None None Other Companies Other Companies None None Robert Van Jin Nien Group Companies Group Companies None None Associated Companies Associated Companies None None Other Companies Other Companies Acewise Holdings Limited Allway Gardens Management & Amco Finance Holdings S.A. Services Limited (liquidated) Anber Investments Limited Art Way Limited (liquidated) Banbury Investments Limited Daring March Company Limited Bayern Gourmet Food Company (liquidated) Limited EAC Holdings (BVI) Limited Beecroft International Limited (liquidated) Boro Investment Limited East Asia Capital (L) Limited Chee Shing Company Limited (liquidated) Consolidated Construction Empresa de Construcoes e Resources Limited Fabquip Hong Kong Limited Converse Limited (liquidated) Delta Roads Limited Fair Bong Limited (liquidated) Dover Hills Investments Limited Fomento Predial Hopewell (Macau) Exgratia Company Limited Limitada Fastwin Investment Limited Fungus Company Limited (liquidated) GENERAL AND STATUTORY INFORMATION 159 Name Present Directorships Past Directorships Robert Van Jin Nien Other Companies Other Companies Forbes Resources Limited Harapbaik Construction (Malaysia) Galette Company Limited Sdn. Bhd. (liquidated) Goldhill Investments (B.V.I.) Limited Hofine Limited (liquidated) Goldhill Investments Limited Hopewell 102 Limited (liquidated) Goldmax Resources Limited Hopewell 104 Limited (liquidated) Goldvista Properties Limited Hopewell Credit Limited (liquidated) Gomark Holdings Ltd. Hopewell Engineering & Construction Guangzhou-Shenzhen Superhighway Limited (liquidated) (Holdings) Ltd. Hopewell Finance Limited (liquidated) Happy Gain Resources Limited Hopewell Guangzhou Ring Road HCNH Insurance Brokers Limited (Hong Kong) Limited (liquidated) HH Finance Limited Hopewell Humen Development HH Nominees Limited Limited (liquidated) HITEC Management Limited Hopewell International Limited Hong Kong Bowling City Limited (liquidated) Hong Kong Insurance Agency Limited Hopewell Shunde Highway 105 HOPEC Engineering Design Limited Limited (liquidated) Hopewell 106 Limited Hopewell Xintang Development Hopewell 108 Limited (H.K.) Limited (liquidated) Hopewell 110 Limited Hopewell Xintang Development Hopewell (Broadview Villa) Car Parks Limited (liquidated) Management Limited Indonesia Slipform Holding (L) Ltd Hopewell Centre Management Limited (liquidated) Hopewell China Development Limited Indonesia Slipform (L) Ltd Hopewell Construction Company, (liquidated) Limited Indonesia Tileman (BVI) Limited Hopewell Development Company (liquidated) Limited Indonesian Tileman Holding (L) Ltd Hopewell Engineering & Construction (liquidated) (B.V.I.) Limited Indonesia Tileman (L) Ltd Hopewell Engineering & Construction (liquidated) (Macau) Limited Indonesia Tileman Nominee (BVI) Hopewell Engineering Design Limited Limited (liquidated) Hopewell Hitec (B.V.I.) Limited Joyful Year Limited (liquidated) Hopewell Holdings Limited Kanematsu Power (South China) Hopewell Hospitality Company Limited Co. Ltd. (liquidated) Hopewell Housing Limited Kanetalho Properties Limited Hopewell Huang Gang Development (liquidated) (B.V.I.) Limited Mega Hotels International Limited Hopewell Huang Gang Development (liquidated) Limited Newpac (Hong Kong) Limited Hopewell-Kanematsu (China) (liquidated) Development Holdings Limited Newpac Limited (liquidated) Hopewell Ma Chung Development Onway Company, Limited (H.K.) Limited (liquidated) Hopewell Ma Chung Development Power Project Services (L) Ltd Limited (liquidated) Hopewell Properties (B.V.I.) Limited Singway Company, Limited Hopewell Property Management (liquidated) Company Limited Suffield Company Limited Hopewell Rail Limited (liquidated) Hopewell Slipform Engineering Tanjung Jati Slipform (BVI) Limited Limited (liquidated) Hopewell Tileman Limited Tanjung Jati Slipform Construction Hopewell Tileman Power System Limited (liquidated) Corp. (in liquidation) Tileman Asia (Hong Kong) Limited H-Power Investor Limited (liquidated) GENERAL AND STATUTORY INFORMATION 160 Name Present Directorships Past Directorships Robert Van Jin Nien Other Companies Other Companies Indonesia Project Management (L) Ltd. Truedale Company Limited Intek Resources Limited (liquidated) International Trademart Company Tuxhouse Holdings Limited Limited (liquidated) IT Catering and Services Limited Valeside Investment Limited Kammer Investment Limited (liquidated) Kinghill Investment Limited Venlint Holdings Limited Kowloon Panda Hotel (B.V.I.) Limited (liquidated) Kowloon Panda Hotel Limited Wenshan Holdings Limited Ladway Limited (liquidated) Lok Foo Company Limited Ying Tat Estates Limited Lucky Sino Limited (liquidated) Manley High Investments Limited Manrose Limited Mega Hotels Management Limited Melo Hope Limited (formerly known as Hopewell Shunde Roads Limited) Mingway Company Limited Nomusa Limited Nova City Property Management Limited Nova Taipa Gardens Property Management Limited Nova Taipa-Urbanizacoes, Limitada Orchard Resources Limited Paking Limited Panda Place Management Limited Parkgate Enterprises Limited Perfect Joy Limited Phindorie Company Limited Powell Resources Ltd. Primax Investment Limited Procelain Properties Ltd. PT. Hi Power Tubanan 1 Singway (B.V.I.) Company Limited Sky Hover Investment Limited Slipform Engineering Limited Slipform Engineering (Macau) Limited Slipform Engineering (U.S.A.) Inc. Slipform Projects (Philippines), Inc. (in liquidation) Supreme Choice Investments Limited Tanjung Jati Construction (BVI) Limited Tanjung Jati Holding (BVI) Limited Tileman Engineering Services Limited Tileman Transportation Systems Limited Tubanan Power Limited Vibo Limited Wetherall Investments (B.V.I.) Limited Wetherall Investments Limited Wholeson Investment Ltd. Yeeko Investment Limited Yuba Company Limited GENERAL AND STATUTORY INFORMATION 161 Name Present Directorships Past Directorships Independent Directors V-Nee Yeh Group Companies Group Companies None None Associated Companies Associated Companies None None Other Companies Other Companies AFI Master Fund, Ltd. Allman Holdings Limited Anber Limited (in liquidation) ASM Asia Recovery Fund Argyle Street Management (Holdings) ASM Asia Recovery (Holdings) Limited (dissolved) Argyle Street Management Limited ASM Asia Recovery (Master) Fund Arnhold Holdings Limited ASM Hudson River Fund Azure Fixed Income Fund, Ltd. Bioneering Limited (Struck off) Azure India Real Estate Fund, Ltd Budi Ikhtiar Sdn. Bhd. (liquidated) Azure Non-U.S. Real Estate Fund, Ltd China Travel International Investment Cheetah Group Holdings Limited Hong Kong Limited Cheetah Investment Management CIM Adviosrs Limited Limited Compass Technology Holdings Cheetah Korea Value Fund Limited China Law International Limited Easeway Engineering Limited Cogent Spring Limited Glenwell Orient Limited Compass Capital Preservation Fund, Globpac Development Limited Ltd. (liquidated) Compass Global Equity Fund, Ltd. HC Capital (BVI) Limited Compass Global Fixed Income Fund, HC Capital Limited Ltd. HCG Insurance Services Limited Cotteen Investments Limited Hebei An Neng Hsin Chong Cyberstreet Developments Limited Construction Company Limited Deventer Limited Host Leader International Limited Firmwin Peak Limited (deregistered) Focal Point Investments Limited Hsin Chong Development (China) G&H Acquisitions I, Inc. Limited G&H Acquisitions II, Inc. Hsin Chong Johnson Controls IFM G&H Acquisitions III, Inc. Limited G&H Real Estate LLC Insight One Investments Limited G and H Enterprises (Liberia) Ltd. Ocean Grand Chemicals Holdings GHY Company Limited Limited (in liquidation) Go-CDMA Limited Pacific Squaw Creek, Inc. Goldian Limited Sucasa Sdn. Bhd. Harrots Limited Transpac Industrial Holdings HC Liberia Ltd. Limited HCV Pacific Partners LLC Value Partners Private Equity Hsin Chong Construction (BVI) Ltd. Limited (formerly known as VP Hsin Chong Construction Group Ltd. Private Equity Limited) Hsin Chong Development (Vietnam) Yu Ming Investments Limited Limited Hsin Chong Holdings (BVI) Limited Hsin Chong Holdings (H.K.) Limited Hsin Chong International Holdings Limited GENERAL AND STATUTORY INFORMATION 162 Name Present Directorships Past Directorships V-Nee Yeh Other Companies Other Companies Hysan Development Company Limited Japan High Yield Property Fund Limited Japan Regional Assets Manager Limited Key Finance Limited Kingway Brewery Holdings Limited KSDC Limited Mandarin IT Fund I Mandarin IT Fund II Mandarin Venture Partners Ltd. Mandarin VP (BVI) Limited Mandarin VP (HK) Limited Mariscal Limited Mensa Management Limited Next Media Limited Orient Partners Inc. Orient Realty Inc. Pacventure Developments, Inc. Pedder Street Asia Absolute Return Fund Limited Pedder Street Asia Absolute Return Master Fund Limited Rife Yard Limited Rocheland Company Limited Shun Kin Enterprises Limited Shun Tak Holdings Limited Steel China Access Capital Partners Limited Summit Insurance (Asia) Limited Target Asia Fund Limited Topway Investments Limited Value Partners Hong Kong Limited Value Partners Limited VP Special Situations I Limited Webswin Limited Wellhurst Company Limited Wrights Point Limited Yeh-Lloyds Partners Ltd. Ang Miah Khiang Group Companies Group Companies None None Associated Companies Associated Companies None None Other Companies Other Companies Anwell Technologies Limited East Asia GE Commercial Finance Asia Enterprises Holding Limited Ltd BRIS Information Services Sdn Bhd Eucon Holding Limited (as alternate director) GE Capital Trade Services Ltd DP Credit Bureau Pte Ltd GE Commercial Financing DP Information Network Pte Ltd (Singapore) Ltd Heller Factoring (Malaysia) Sdn Bhd HIG Asia Pacific Management Pte (in liquidation) Ltd (in liquidation) Pan Asian Water Solutions Limited Kasikorn Factoring Co, Ltd RAM-DP Information Services Sdn Bhd Rotol Singapore Ltd Sei Woo Technologies Limited TUV SUD PSB Corporation Pte. Ltd GENERAL AND STATUTORY INFORMATION 163 Name Present Directorships Past Directorships Ronnie Teo Heng Hock Group Companies Group Companies None None Associated Companies Associated Companies None None Other Companies Other Companies Behringer Corporation Ltd Cheung Woh Technologies Ltd Berger International Limited DM Analytics Pte Ltd (liquidated) Berger Paints Singapore Pte Ltd Speedy-Tech Electronics Ltd Financial Reengineering Pte Ltd Stewardship Capital Pte Ltd Shanghai Asia Holdings Ltd Stewardship Equity Pte Ltd Stewardship Learning Pte Ltd (liquidated) (in liquidation) Stewardship Partners Pte Ltd SunVic Chemical Holdings Limited (liquidated) 3. The present and past directorships (held in the five years preceding the Latest Practicable Date) of each of our Executive Officers are as follows: Name Present Directorships Past Directorships Executive Officers Masaki Fukumori Group Companies Group Companies None None Associated Companies Associated Companies None None Other Companies Other Companies Akebono Capital Limited Fortitude Maritime Inc. Ever Union Ltd Shine Line Ltd. Falcon Containership S.A. Fortitude Containership S.A. Glad Mate Ltd Harmonic Shipping S.A. Honest Rays Ltd Infinite Asset Management (Pte) Limited Join Mate Ltd Kabushikikaisha Tenshodo Kok Shipping Inc Matin Shipping Limited Nova Shipping S.A. Panmax Tanker S.A. Prosperity Containership S.A. Rich Containership S.A. Searex Asset Management Ltd Sentic Limited Sunny Law Co., Ltd Sunrise Shipping S.A. Union Ace Ltd Union Containership S.A. Wave Dancer Ltd GENERAL AND STATUTORY INFORMATION 164 Name Present Directorships Past Directorships Masahiro Iwabuchi Group Companies Group Companies Uni-Asia Guangzhou Property None Management Co. Ltd. Associated Companies Associated Companies None None Other Companies Other Companies AAA Strategic Investment Ltd None Kenji Fukuyado Group Companies Group Companies None Uni-Asia Capital (Singapore) Limited Uni-Asia Finance Corporation (Japan) Associated Companies Associated Companies None None Other Companies Other Companies None None Clementine Man Ting Ng Group Companies Group Companies None None Associated Companies Associated Companies None None Other Companies Other Companies None Kaizen Property Management Limited Thomas Cheung Fook-Loi Group Companies Group Companies None None Associated Companies Associated Companies None None Other Companies Other Companies None None 4. Save as disclosed in this section of the Prospectus, none of our Directors or Executive Officers is or was involved in any of the following events:- (a) 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 he was a partner or at any time within two years from the date he ceased to be a partner; (b) 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 the entity is the trustee of a business trust, that business trust, on the ground of insolvency; GENERAL AND STATUTORY INFORMATION 165 (c) any unsatisfied judgments against him; (d) a conviction 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 which he is aware of) for such purpose; (e) a conviction 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 which he is aware of) for such breach; (f) during the last ten years, judgment entered against him in any civil proceeding 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, been the subject of or any civil proceedings (including any pending civil proceedings which he is aware of) involving an allegation of fraud, misrepresentation or dishonesty on his part; (g) a conviction in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust; (h) disqualification 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) 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) to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of 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; (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; and (k) 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 government agency, whether in Singapore or elsewhere. One of our Independent Directors, Mr. V-Nee Yeh, was a non-executive director and member of the audit committee of Ocean Grand Chemicals Holdings Limited (“OGC”). OGC is a company incorporated in Bermuda with limited liability and is currently listed on the Stock Exchange of Hong Kong Limited (“HKSE”). GENERAL AND STATUTORY INFORMATION 166 In early July 2006, OGC’s auditors, PricewaterhouseCoopers, alerted the OGC audit committee of potential accounting irregularities. OGC audit committee then instructed Deloitte & Touche Forensic Services Limited (“DTFS”) to enquire into certain accounting issues relating to certain of its subsidiaries. In the course of its investigations, DTFS found material discrepancies in the actual cash and bank balances of one of OGC’s subsidiaries as compared to the management accounts of that subsidiary previously provided by that subsidiary to OGC. DTFS also noted that a substantial amount of money was transferred out from the bank accounts of one of OGC’s subsidiaries on 17 July 2006 to payees that were not companies within the OGC group of companies. Trading of OGC shares on the HKSE was suspended on 17 July 2006 and remains suspended as at the Latest Practicable Date. The OGC board of directors resolved to apply to the Hong Kong and Bermuda courts for the appointment of provisional liquidators in order to protect the assets of OGC and safeguard the interests of the creditors and shareholders of OGC. Pursuant to the Order of the High Court dated 24 July 2006, Messrs Lai Kar Yan and Joseph Kin Ching Lo, both of Messrs Deloitte Touche Tohmatsu, have been appointed jointly and severally as the provisional liquidators of OGC. Taking into account the appointment of provisional liquidators to protect the interests of OGC, Mr. Yeh, together with both independent non-executive directors, resigned from the OGC board of directors on 26 July 2006. An enquiry was commenced by the Securities and Futures Commission of Hong Kong into the affairs of OGC and Ocean Grand Holdings Limited (the parent company of OGC also listed on the HKSE). As far as Mr. Yeh is aware, as at the Latest Practicable Date, the investigations by DTFS and SFC on the aforesaid matters are still ongoing. According to the latest announcement of OGC dated 27 December 2006, the hearing of the petitions to wind up OGC was adjourned to 16 April 2007 and the provisional liquidators investigations into OGC are continuing. 5. The aggregate remuneration paid to our Directors for services rendered in all capacities to our Company and our subsidiaries for the last financial year ended 31 December 2006 was approximately US2.5million.Forthecurrentfinancialyearending31December2007,theaggregateremunerationpayabletoDirectorsbyourGroup(includingfeespaidunderanyserviceagreementswiththeDirectors)isestimatedtobeapproximatelyUS2.5 million. For the current financial year ending 31 December 2007, the aggregate remuneration payable to Directors by our Group (including fees paid under any service agreements with the Directors) is estimated to be approximately US2.7 million. 6. Save as disclosed in the section entitled “Service Agreements” of this Prospectus, there are no existing or proposed service contracts between our Executive Directors or Executive Officers and our Company or any of our subsidiaries. 7. There is no shareholding qualification for Directors under our Articles. 8. No option to subscribe for shares in, or debentures of, our Company or any of our subsidiaries has been granted to, or was exercised by, any of our Directors or Executive Officers within the last financial year. 9. Save for any options to be granted under the Uni-Asia Share Option Scheme, our Company has no intention of granting any options to subscribe for any shares in or debentures of our Company or any of our subsidiaries. As at the date of this Prospectus, no options have been granted or agreed to be granted under the Uni-Asia Share Option Scheme. 10. None of our Directors is interested, directly or indirectly, in the promotion of, or in any property or assets which have, within the two years preceding the date of this Prospectus, been acquired or disposed of by or leased to, our Company or any of our subsidiaries, or are proposed to be acquired or disposed of by or leased to our Company or any of our subsidiaries. 11. None of our Directors or Executive Officers or Substantial Shareholders of our Company have any substantial interest, direct or indirect, in any company carrying on a similar trade as our Company or our subsidiaries. GENERAL AND STATUTORY INFORMATION 167 12. No sum or benefit has been paid or is agreed to be paid to any Director, Executive Officer or expert, or to any firm in which such Director, Executive Officer or expert is a partner or any corporation in which such Director, Executive Officer or expert holds shares or debentures, in cash or shares or otherwise, by any person to induce him to become, or to qualify him as, a Director or Executive Officer, or otherwise for services rendered by him or by such firm or corporation in connection with the promotion or formation of our Company. 13. None of our Directors has any interest in any existing contract or arrangement which is significant in relation to the business of our Company and our subsidiaries, taken as a whole. SHARE CAPITAL 14. As at the Latest Practicable Date, there is only one class of shares in the capital of our Company. There are no founder, management or deferred shares. The rights and privileges attached to our Shares are stated in our Articles. 15. Save as disclosed in the sections entitled “Share Capital” and “General Information on our Group” of this Prospectus, there were no changes in the issued and paid-up share capital of our Company and our subsidiaries within the three years preceding the Latest Practicable Date. 16. No shares in, or debentures of, our Company or any of our subsidiaries have been issued, or are proposed to be issued, as fully or partly paid for cash or for a consideration other than cash, during the last two years. A summary of the provisions of our Articles relating to, inter alia, the remuneration, voting rights on proposals, arrangements or contracts in which Directors are interested, borrowing powers of our Directors, the voting rights and dividend rights of members of our Company are set out in Appendix D “Summary of the Constitution of our Company” and Appendix E “Summary of Cayman Islands Company Law” of this Prospectus. BANK BORROWINGS AND WORKING CAPITAL 17. Save as disclosed under the section entitled “Capitalisation and Indebtedness” in this Prospectus, our Group had no other borrowings or indebtedness in the nature of borrowings including bank overdrafts and liabilities under acceptances (other than normal trading bills) or acceptance credits, mortgages, charges, hire purchase commitments, guarantees or other contingent liabilities as at the Latest Practicable Date. MATERIAL CONTRACTS 18. Our Company and our subsidiaries have not entered into any material contracts, not being contracts entered into in the ordinary course of business, within the two years preceding the date of lodgment of this Prospectus. LITIGATION 19. As at the Latest Practicable Date, neither our Company nor any of our subsidiaries are engaged in any legal or arbitration proceedings as plaintiff or defendant including those which are pending or known to be contemplated which may have or have had in the last 12 months before the date of lodgment of this Prospectus, a material effect on the financial position or the profitability of our Company or any of our subsidiaries. MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS 20. Pursuant to the Management and Underwriting Agreement dated 8 August 2007 entered into between our Company and DBS Bank as the Manager and the Underwriter, our Company appointed DBS Bank to manage the Invitation. DBS Bank will receive a management fee from our Company for its services rendered in connection with the Invitation. GENERAL AND STATUTORY INFORMATION 168 Pursuant to the Management and Underwriting Agreement, the Underwriter has agreed to underwrite the Offer Shares for a commission of 2.75 per cent. of the Invitation Price for each Offer Share payable by our Company pursuant to the Invitation. DBS Bank may, at its absolute discretion, appoint one or more sub-underwriters to sub-underwrite the Offer Shares. 21. Pursuant to the Placement Agreement dated 8 August 2007 (the “Placement Agreement”) entered into between our Company and DBS Bank as Placement Agent, DBS Bank has agreed to subscribe for and/or procure subscribers for the Placement Shares for a placement commission of 2.75 per cent. of the Invitation Price for each Placement Share (save that the placement commission payable in respect of the aggregate of 15,000,000 Placement Shares, to be subscribed by Founders Corporation, Exeno Yamamizu, Mitsui & Co., Ltd., and Yamasa Co., Ltd, shall be 1.75 per cent. of the Invitation Price for each Placement Share), to be paid by our Company. DBS Bank may, at its absolute discretion, appoint one or more sub-placement agents for the Placement Shares. In respect of the Offer Shares, brokerage will be paid to members of the SGX-ST, merchant banks and members of the Association of Banks in Singapore in respect of successful applications made on Application Forms bearing their respective stamps, or to Participating Banks in respect of successful applications made through Electronic Applications at their respective ATMs or their IB websites. Subscribers of the Placement Shares (excluding Reserved Shares) may be required to pay brokerage of 1.0 per cent. of the Invitation Price. 22. The Management and Underwriting Agreement may be terminated by DBS Bank at any time on or before the close of the Application List on the occurrence of certain events including, inter alia: (a) there shall come to the knowledge of the Manager or the Underwriter any breach of certain representations and warranties in the Management and Underwriting Agreement or that any of certain representations and warranties by our Company as provided in the Management and Underwriting Agreement is untrue, inaccurate or misleading; or (b) any event or circumstance occurring after the date of the Management and Underwriting Agreement, which if it had occurred before the date of the Management and Underwriting Agreement, would have rendered any of the warranties in the Management and Underwriting Agreement untrue, inaccurate or misleading in any respect; or (c) there shall have been, since the date of the Management and Underwriting Agreement: (i) any material adverse change (whether or not foreseeable at the date of the Management and Underwriting Agreement) in, or any development (which has occurred or is likely to occur) involving a prospective material adverse change, in the business or in the condition (financial or otherwise) or prospects of our Company or of our Group as a whole; or (ii) any new or prospective introduction of or any change or prospective change in any legislation, regulation, order, policy, rule, guideline or directive (including without prejudice to the generality of the foregoing, in respect of any laws or regulations relating to taxation or exchange controls) 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 or the SGX-ST or other authorities in the Cayman Islands, Hong Kong, Japan or the PRC) or in the interpretation or application thereof any court, government body, regulatory authority or other competent authority; or GENERAL AND STATUTORY INFORMATION 169 (iii) any event or series of events resulting in or representing a change, or any development involving a prospective change, in local, national, regional or international financial (including stock market, foreign exchange market, inter-bank markets or interest rates or money markets), political, industrial, economic, legal or monetary conditions, taxation or exchange controls (including but without limitation, the imposition of any moratorium, suspension or material restriction on trading in securities generally on the SGX-ST due to exceptional financial circumstances or otherwise); or (iv) any imminent threat or occurrence of any local, national or international outbreak or escalation of hostilities, insurrection or armed conflict (whether or not involving financial markets); or (v) any other occurrence of any nature whatsoever; which event or events shall in the sole opinion of DBS Bank (1) result in or be likely to result in a material adverse fluctuation or adverse conditions in the stock market in Singapore or overseas; or (2) be likely to prejudice the success of the subscription or offer of the New Shares (whether in the primary market or in respect of dealings in the secondary market); or (3) make it impracticable, inadvisable, inexpedient or uncommercial to proceed with any of the transactions contemplated in the Management and Underwriting Agreement; or (4) be likely to have a material adverse effect on the business, trading position, operations or prospects of our Company or of our Group as a whole; or (5) be such that no reasonable underwriter would have entered into the Management and Underwriting Agreement; or (6) result or be likely to result in the issue of a stop order by the Authority in accordance with Section 242 of the SFA (notwithstanding that a supplementary or replacement Prospectus is subsequently registered with the Authority pursuant to Section 241 of the SFA); or (7) make it uncommercial or otherwise contrary to or outside the usual commercial practices of underwriters in Singapore for DBS Bank to observe or perform or be obliged to observe or perform the terms of the Management and Underwriting Agreement; or (d) if any of the matters referred above to in this paragraph 22 comes to the notice of DBS Bank and our Company fails to lodge a supplementary or replacement Prospectus or document within a reasonable time after being notified of such a material misrepresentation or omission or fails to promptly take such steps as DBS Bank may reasonably require to inform investors of the lodgment of such a supplementary prospectus or document. 23. The Placement Agreement is conditional upon the Management and Underwriting Agreement not having been terminated or rescinded pursuant to the provisions of the Management and Underwriting Agreement. In the event that the Management and Underwriting Agreement is terminated or rescinded, our Company reserves the right, at the absolute discretion of our Directors, to cancel the Invitation. 24. Save as disclosed in paragraphs 20 to 23 above, we do not have any material relationship with the Manager, Underwriter or Placement Agent. MISCELLANEOUS 25. The nature of the business of our Company has been stated earlier in this Prospectus. The corporations which by virtue of Section 6 of the Companies Act are deemed to be related to our Company are set out in the section entitled “Group Structure” in this Prospectus. 26. There has been no previous issue of Shares by our Company or offer for sale of our Shares to the public within the two years preceding the date of this Prospectus. GENERAL AND STATUTORY INFORMATION 170 27. The estimated aggregate expenses in connection with the Invitation and the application for listing, including underwriting commission, placement commission, brokerage, management fees, auditors’ fee, solicitors’ fee, and all other incidental expenses in relation to the Invitation can be broken down as follows: Percentage of gross proceeds Amount of the Invitation (S$’000) (%) Listing fees 75 0.2 Professional fees and charges 1,828 5.1 Underwriting and placement commission and brokerage 907 2.5 Miscellaneous expenses 962 2.7 Total estimated expenses 3,772 10.5 The above expenses will be borne by our Company. 28. There have been no public takeover offers by third-parties in respect of our Shares or by us in respect of other companies’ shares or units of a business trust which have occurred during the last and current financial year and up to the Latest Practicable Date. 29. No amount of cash or securities or benefit has been paid or given to any promoter within the two years preceding the Latest Practicable Date or is proposed or intended to be paid or given to any promoter at any time. 30. Save as disclosed in the section entitled “General and Statutory Information – Management, Underwriting and Placement Arrangements” in this Prospectus, no commission, discount or brokerage has been paid or other special terms granted within the two years preceding the Latest Practicable Date or is payable to any Director, promoter, expert, proposed director or any other person for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares in, or debentures of, our Company or any of our subsidiaries. 31. No expert is interested, directly or indirectly, in the promotion of, or in any property or assets which have, within the two years preceding the Latest Practicable Date, been acquired or disposed of by or leased to our Company or any of our subsidiaries or are proposed to be acquired or disposed of by or leased to our Company or any of our subsidiaries. 32. We did not employ, on a contingent basis, any expert who has a material interest, whether direct or indirect, in our Shares, or has a material economic interest, whether direct or indirect, in our Company including an interest in the success of the Invitation. 33. Save as disclosed in the sections entitled “Risk Factors” and “Prospects”, our Directors are not aware of any relevant material information including trading factors or risks which are unlikely to be known or anticipated by the general public and which could materially affect the profits of our Company and our subsidiaries. 34. Save as disclosed in the sections entitled “Risk Factors” and “Prospects”, the financial condition and operations of our Group are not likely to be affected by any of the following: (a) known trends or demands, commitments, events or uncertainties that will result in or are reasonably likely to result in our Group’s net sales, profitability, liquidity or capital resources increasing or decreasing in any material way; (b) material commitments for capital expenditure; GENERAL AND STATUTORY INFORMATION 171 (c) unusual or infrequent events or transactions or any significant economic changes that materially affected the amount of reported income from our operations; and (d) known trends or uncertainties that have had or that we reasonably expect will have a material favourable or unfavourable impact on our revenues or operating income. 35. We currently have no intention of changing our auditors after the listing of our Company on the SGX-ST. 36. Save as disclosed under the section entitled “Use of Proceeds” in this Prospectus, no property has been purchased or acquired or proposed to be purchased or acquired by our Company or our subsidiaries which is to be paid for wholly or partly out of the proceeds of the Invitation or the purchase or acquisition of which has not been completed at the date of the issue of this Prospectus other than property in respect of which the contract for the purchase or acquisition whereof was entered into in our ordinary course of business or in the ordinary course of business of our subsidiaries, such contract not being made in contemplation of the Invitation nor the Invitation in consequence of the contract. 37. Save as disclosed in the section entitled “General Information on our Group – Business Overview” in this Prospectus, our Directors are not aware of any event which has occurred since 31 December 2006 and up to the Latest Practicable Date which may have a material effect on the financial position and results of our Group. CONSENTS 38. The Auditors have given and have not withdrawn their written consent to the issue of this Prospectus with the inclusion herein of the Reports on the Consolidated Financial Statements of our Group for FY2004, FY2005 and FY2006 (each of which has not been prepared for the purposes of incorporation in this Prospectus) as set out in Appendices A, B and C, in the form and context in which they are included in this Prospectus and references to their name in the form and context in which they are included in this Prospectus. 39. The Manager, Underwriter and Placement Agent has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion herein of, and all references to, its name and references thereto in the form and context in which it appears in this Prospectus, and to act in such capacity in relation to this Prospectus. 40. Each of the Manager, Underwriter and Placement Agent, the Solicitors to the Invitation, the Solicitors to the Manager, Underwriter and Placement Agent, the legal advisers to our Company as to Hong Kong law, Cayman Islands law, British Virgin Islands law, Japan law and PRC law, the Share Registrar and Singapore Share Transfer Agent, does not make, or purport to make, any statement in this Prospectus or any statement upon which a statement in this Prospectus is based and, to the maximum extent permitted by law, expressly disclaim and take no responsibility for any liability to any person which is based on, or arises out of, the statements, information or opinions in this Prospectus. RESPONSIBILITY STATEMENT BY OUR DIRECTORS 41. This Prospectus has been seen and approved by our Directors and they individually and collectively accept full responsibility for the accuracy of the information given herein and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the opinions expressed herein are fair and accurate in all material respects as of the date hereof and there are no material facts the omission of which would make any statements in this Prospectus misleading and that this Prospectus constitutes full and true disclosure of all material facts about the Invitation and our Group. GENERAL AND STATUTORY INFORMATION 172 DOCUMENTS AVAILABLE FOR INSPECTION 42. The following documents or copies thereof may be inspected at 8 Shenton Way, #37-04, Singapore 068811 during normal business hours for a period of six months from the date of registration by the Authority of this Prospectus: (a) the Memorandum and Articles of our Company; (b) the Reports on the Consolidated Financial Statements for the years ended 31 December 2004, 2005 and 2006 set out in Appendices A, B, and C of this Prospectus respectively; (c) the audited financial statements, where available, of each of our subsidiaries for the years ended 31 December 2004, 2005 and 2006; (d) the service agreements referred to in the section entitled “Directors, Management and Staff – Service Agreements” in this Prospectus; and (e) the letters of consent referred to in paragraphs 38 and 39 in the section entitled “General and Statutory Information – Consents” in this Prospectus. GENERAL AND STATUTORY INFORMATION 173 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 A-1 APPENDIX A The consolidated financial statements for the year ended 31 December 2004 and the auditors’ report on the consolidated financial statements for the year ended 31 December 2004 were not prepared for purposes of inclusion in the Prospectus and, save for references to page numbers which have been altered to conform to the pagination of the Prospectus, have been reproduced and are set out on pages A-6 to A-48 and page A-5, respectively. DIRECTORS’ REPORT TO THE SHAREHOLDERS OF UNI-ASIA FINANCE CORPORATION The directors submit their report together with the audited consolidated financial statements of Uni-Asia Finance Corporation (the “Group”) for the year ended 31 December 2004. General information The principal activities of the Group continue to be in finance arrangement and investment management. The Group acted in the capacity of principal investor, finance arranger and fund administrator for the various classes of investments mentioned below. At the end of December 2003, a new investment line in shipping was launched within the asset finance division and subsequently became a major business segment within the Group. The four major operation areas are described hereunder. – Structured Finance – Finance arrangement, acting as agent of and participating in syndicated commercial loans and tax oriented leases; mainly in shipping in Asia. – Ship Investment/Management – Acquisition and disposal of ships and the investment management of assets held by the Group and on behalf of third parties. – Distressed Assets Investment/Management – Acquisition and disposal of distressed Asian assets and the investment management of assets held by the Group and on behalf of third parties. – Property Investment/Management – Arrangement of investments and co-investments in the development and trading of Japanese hotels, commercial and residential properties and the investment management of the properties held by the Group and on behalf of third parties. The Group also retains working capital for the purpose of investment in additional projects or businesses where the directors deem there to be short-term or long-term opportunities in niche areas where the Group is able to extend its relevant expertise. Operating and Financial Review 1. Structured Finance The Group undertakes structured finance activities under its Hong Kong and Tokyo operations. The Group arranged 6 syndicated loans and tax leases totalling US$402 million during 2004 (2003: 8 loans/leases totalling US404.9million),generatingUS404.9 million), generating US2,383,000 (2003: US3,060,000)inmanagementfeesandUS3,060,000) in management fees and US251,000 (2003: US283,000)inagencyfees.Asat31December2004,theoutstandingloanstheGrouphadparticipatingintotalledUS283,000) in agency fees. As at 31 December 2004, the outstanding loans the Group had participating in totalled US250,000 generating US12,000ininterestincomeduringtheyear(2003:totaloutstandingwasUS12,000 in interest income during the year (2003: total outstanding was US767,000 generating US$30,000 in interest income). The directors view that the general business circumstances in this area in 2005 would continue to remain robust due to the strong demand of shipping transportation brought about by the economic growth in China and the rebound of Asian economies. A-2 APPENDIX A – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 DIRECTORS’ REPORT TO THE SHAREHOLDERS OF UNI-ASIA FINANCE CORPORATION (Continued) 2. Ship Investment/Management The Ship Investment/Management division undertakes to carry out shipping investment management for the Group and for third parties. In December 2003, the Group ventured into shipping investment and acted as the investor and administrator of a US$17 million fund, Searex Asset Management Limited. The Group participated in the fund by the way of subscribing to a 29.4% interest in the outstanding performance notes. From these shipping investment management activities including the role as debt arranger and administrator of the fund, the Group earned a total of US9,594,000(2003:US9,594,000 (2003: US1,136,000) including US1,157,000asupfrontfeefromarrangementof7syndicated/bilateralloanstotallingUS1,157,000 as upfront fee from arrangement of 7 syndicated/bilateral loans totalling US109 million, US63,000asagencyfee,US63,000 as agency fee, US184,000 as brokerage commission, US1,415,000asfundmanagementfeeandUS1,415,000 as fund management fee and US6,682,000 as investment return. As at 31 December 2004, the total outstanding amount invested in the ships/shipping fund was US4,247,000.Thedirectorsviewthebusinesscircumstancesinthisareawouldremainpositiveintheneartermbutwouldexercisecautioninitslongertermstrategiesasthisbuoyantshippingcyclehaspersistedformorethan18months.Thebusinessoutlookenvisagedinassetfinanceisexpectedtoremainstrongforreasonsalreadymentioned.3.DistressedAssetsInvestment/ManagementTheDistressedAssetsInvestment/ManagementdivisioncarriesoutNon−PerformingLoans(NPLs)acquisitionsanddisposalfortheGroupandforthemanagedfunds.AtotalofUS4,247,000. The directors view the business circumstances in this area would remain positive in the near term but would exercise caution in its longer term strategies as this buoyant shipping cycle has persisted for more than 18 months. The business outlook envisaged in asset finance is expected to remain strong for reasons already mentioned. 3. Distressed Assets Investment/Management The Distressed Assets Investment/Management division carries out Non-Performing Loans (NPLs) acquisitions and disposal for the Group and for the managed funds. A total of US1,862,000 was recovered in 2004 from distressed assets directly invested by the Group (2003: US1,245,000).AAAStrategicInvestmentLimited(AAA)isaco−investmentfundadministratedbytheGroupinparticipationwithaJapanesefinancialinstitution.DirectandindirecttotalcontributionfromAAAtotheGroupamountedtoUS1,245,000). AAA Strategic Investment Limited (AAA) is a co-investment fund administrated by the Group in participation with a Japanese financial institution. Direct and indirect total contribution from AAA to the Group amounted to US436,000 in 2004 (2003: US1,014,000).Asat31December2004,thenominalvalueofthenotesissuedbyAAAwasUS1,014,000). As at 31 December 2004, the nominal value of the notes issued by AAA was US5,644,000 (2003: US$3,776,000) of which the Group’s participation reached US$1,793,000 (2003: US$926,000). The directors anticipate changes and a higher degree of competition in the distressed assets market in 2005. The Group will not only focus on new NPL investment opportunities for AAA but also, future expansion and investments in the PRC distressed assets market in partnership with international players and local professional institutions. A-3 APPENDIX A – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 DIRECTORS’ REPORT TO THE SHAREHOLDERS OF UNI-ASIA FINANCE CORPORATION (Continued) 4. Property Investment Management The Group’s property investment in Japan has been conducted mainly through Capital Advisers Co., Limited (CA). Since 1 May 2003, CA has become an associated company in which the Group maintains an equity interest of 44.8%. As at 31 December 2004, the Group’s outstanding investment in CA totalled US$7,836,000 including US3,082,000asordinarycapitalandUS3,082,000 as ordinary capital and US4,754,000 as shareholders’ loan. Contribution from CA to the Group in 2004 was US242,000(2003:US242,000 (2003: US601,000). CA focuses on investment in residential projects and limited service hotels through the arrangement of new property funds or existing property funds advised, administrated and managed by the company. The company would take minority equity participations in the projects. During the year, CA launched a new fund structure with the participation of a Japanese financial institution specialising in the investment of medium/small sized residential properties. As at 31 December 2004, CA had invested JPY1,209 million (2003: JPY1,400 million) direct or indirectly in Japanese properties generating JPY478 million (2003: JPY652 million) as the total income during the year. Profit before taxation was JPY58 million (2003: JPY140 million). The main reason for the significant reduction in profit was due to its corporate re-structuring and management reshuffling exercise. The directors view CA’s performance in 2005 would rebound in view of the new arrangement team’s broadened investment perspective and wider deal sourcing capabilities in spite of the still competitive and challenging market conditions. 5. Non-core business Non-core business conducted during the year comprises direct investment in non-core assets of US451,000(2003:US451,000 (2003: US905,000). The Group earned a pre-tax profit of US8,114,000(2003:US8,114,000 (2003: US3,442,000). The administrative expenses totalled US6,985,000(2003:US6,985,000 (2003: US6,352,000). On behalf of the board Kazuhiko Yoshida Management Director, Chief Executive Officer 11 January 2006 A-4 APPENDIX A – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 AUDITORS’ REPORT TO THE SHAREHOLDERS OF UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) We have audited the accompanying consolidated balance sheet of Uni-Asia Finance Corporation (the “Company”) and its subsidiaries (together, the “Group”) as of 31 December 2004 and the related consolidated statements of income, cash flows and changes in shareholders’ equity for the year then ended. These financial statements set out on pages 5 to 47 are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit and to report our opinion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the accompanying consolidated financial statements give a true and fair view of the financial position of the Group as of 31 December 2004, and of the results of its operations and cash flows for the year then ended in accordance with International Financial Reporting Standards. PricewaterhouseCoopers Certified Public Accountants Hong Kong, 11 January 2006 A-5 APPENDIX A – AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2004 Note 2004 2003 US$’000 US$’000 Fee income 4 5,599 5,194 Investment returns 5 6,682 1,121 Income from defaulted loans 1,862 1,245 Interest income 6 339 351 Other income 317 501 Total income 14,799 8,412 Administrative expenses 7 (6,985) (6,352) Reversal of impairment loss on loans receivable 250 – Loss on disposal of fixed assets – (34) (6,735) (6,386) Profit from operations 8,064 2,026 Finance costs - interest expense 6 (46) (216) Deemed gain on dilution of investment in an associate 18(c) – 1,332 Share of results of associates after tax 8 96 300 Profit before taxation 8,114 3,442 Taxation 10 (179) (6) Profit for the year 7,935 3,436 Earnings per share - basis and diluted 13 US0.283US0.283 US0.123 A-6 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2004 Note 2004 2003 US$’000 US$’000 Assets Non-current assets Fixed assets 15 122 92 Loans receivable 16 150 250 Investments 17 8,289 4,806 Investments in associates 18 6,928 6,576 Amounts due from associates 18,29 (h) 4,781 9,631 20,270 21,355 Current assets Loans receivable 16 1,200 1,808 Rental and utility deposits paid 227 193 Accounts receivable 19 93 726 Prepaid expenses 247 209 Interest receivable 54 52 Cash and bank balances 20 36,614 27,250 38,435 30,238 Total assets 58,705 51,593 Current liabilities Accounts payable 23 2,267 340 Accrued expenses 1,783 502 Tax payable 34 34 Borrowings 24 12,526 15,895 Dividend payable 12,22 1,400 840 Total current liabilities 18,010 17,611 Total assets less current liabilities 40,695 33,982 A-7 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED BALANCE SHEET (Continued) AS AT 31 DECEMBER 2004 Note 2004 2003 US$’000 US$’000 Shareholders’ equity Capital and reserves Share capital 21 28,000 28,000 Retained earnings 12,517 5,982 Total shareholders’ equity 40,517 33,982 Non-current liabilities Deferred tax liabilities 10 178 – Total non-current liabilities 178 – Total shareholders’ equity and non-current liabilities 40,695 33,982 …………………........ …………………........ Director Director A-8 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEAR ENDED 31 DECEMBER 2004 Note 2004 2003 US$’000 US$’000 At the beginning of the year 33,982 31,386 Profit for the year 7,935 3,436 Dividend 12 (1,400) (840) At the end of the year 22 40,517 33,982 A-9 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2004 Note 2004 2003 US$’000 US$’000 Cash flows from operating activities Cash generated from /(used in) operations 26(a) 2,628 (2,274) Interest received on bank balances 300 293 Tax paid – (709) Net cash generated from /(used in) operating activities 2,928 (2,690) Cash flows from investing activities Cash flows from investments: Purchase of investments (4,642) (3,570) Proceeds from sales of investments 2,619 2,464 Dividend received from investments 2,929 – Net cash outflow on deemed disposal of subsidiary company 26(b) – (10,800) Rental income from investments – 35 Cash flows from associates: Repayment of principal and interest from loans to associate 4,937 221 Cash flows from other investing activities: Purchase of fixed assets (107) (91) Loan interest received – 22 Loans advanced (1,100) – Loans repaid 1,969 2,012 Interest received from syndicated loans 37 – Proceeds from sale of defaulted loans 1,584 – Proceeds from sales of property development projects held for sale – 1,384 Proceeds received form interest on performance notes 2,702 292 Purchase of foreign exchange contracts (10,265) – Proceeds from settlement of foreign exchange contracts 10,325 – Net cash generated from/(used in) investing activities 10,988 (8,031) A-10 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED CASH FLOW STATEMENT (Continued) FOR THE YEAR ENDED 31 DECEMBER 2004 Note 2004 2003 US$’000 US$’000 Cash flows from financing activities Interest paid on borrowings (45) (218) Decrease/(Increase) in deposits pledged as collateral 4,630 (923) New borrowing made 1,053 9,179 Repayment of borrowings (4,758) – Repayment of preferred capital – (2,647) Dividend paid (840) (840) Net cash generated from financing activities 40 4,551 Increase/(decrease) in cash and cash equivalents 13,956 (6,170) Movements in cash and cash equivalents: Cash and cash equivalents at beginning of year 10,006 16,242 Net increase/(decrease) in cash and cash equivalents 13,956 (6,170) Effects of exchange rate changes 38 (66) Cash and cash equivalents at end of the year 20 24,000 10,006 A-11 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 1 General The Company is an exempted company incorporated in the Cayman Islands on 17 March 1997 with limited liability. The principal activities of the Group are the arrangement of, acting as agent of and participation in syndicated commercial loans, arrangement, management and co-investment in development and trading of Japanese property assets and the acquisition, management and disposal of distressed Asian assets and shipping business. 2 Accounting policies (a) Basis of preparation The consolidated financial statements (the “Financial Statements”) are prepared under the historical cost convention as modified by the revaluation of investments, defaulted loans and other financial assets and liabilities (including derivative instruments) at fair value through profit or loss. The principal accounting policies adopted by the Group in arriving at these Financial Statements are set out below. The Financial Statements are prepared in accordance with and comply with International Financial Reporting Standards (IFRS). In 2004, the Group has early adopted the following revised IFRS issued up to and including 31 March 2004. The 2003 comparative figures have been amended as required, in accordance with the requirements of the following relevant standards: IAS 28 (revised 2003) Investments in Associates IAS 31 (revised 2003) Interests in Joint Ventures IAS 32 (revised 2003) Financial Instruments: Disclosure and Presentation IAS 39 (revised 2003) Financial Instruments: Recognition and Measurement The early adoption of these standards has resulted in the reclassification of certain associates and a joint venture to investments. Due to the reclassified assets having the same equity pick-up value and fair value, there was no change to net profit or shareholders’ equity arising from the reclassification. In 2005, the Group will adopt the IFRS below, which are relevant to its operations: IAS 1 (revised 2003) Presentation of Financial Statements IAS 8 (revised 2003) Accounting Policies, Changes in Accounting Estimates and Errors IAS 10 (revised 2003) Events after the Balance Sheet Date IAS 16 (revised 2003) Property, Plant and Equipment IAS 17 (revised 2003) Leases IAS 21 (revised 2003) The Effects of Changes in Foreign Exchange Rates IAS 24 (revised 2003) Related Party Disclosures IAS 27 (revised 2003) Consolidated and Separate Financial Statements IAS 33 (revised 2003) Earnings per Share IAS 36 (revised 2004) Impairment of Assets A-12 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Accounting policies (Continued) (b) Subsidiaries Subsidiary undertakings, which are those companies in which the Group, directly or indirectly, has an interest of more than one half of the voting rights or otherwise has power to exercise control over the operations, have been consolidated. Subsidiaries are consolidated from the date on which effective control is transferred to the Group and are no longer consolidated from the date of disposal. All inter-company transactions, balances and unrealised surpluses and deficits on transactions between Group companies have been eliminated. Where necessary, accounting policies for subsidiaries have been changed to ensure consistency with the policies adopted by the Group. (c) Associates Associates are all entities, other than those investments where IAS 28 does not apply, over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost. The Group’s investments in associates are detailed in Note 18. The Group’s share of its associates post-acquisition profits or losses is recognised in the income statement and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate the Group does not recognise any further losses, unless it has incurred obligations or made payments on behalf of the associate. (d) Income recognition Income constitutes fee income, investment returns, fair value adjustments and interest income. Fee income is recorded when the amount of revenue can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the Group. Interest income is recognised on a time-proportion basis using the effective yield basis. All other revenue is recognized on an accruals basis. (e) Fixed assets Fixed assets are stated at cost less accumulated depreciation. Leasehold improvements are depreciated over the remaining period of the lease while all other fixed assets are depreciated at the following rates on a straight-line basis, which is deemed sufficient to write off their costs to their residual values over their estimated useful lives: Office equipment 33 1/3 percent per annum and other fixed assets 25 percent per annum. Gain and losses on disposals are determined by comparing proceeds with carrying amounts and are included in the consolidated income statement. A-13 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Accounting policies (Continued) (f) Loans receivable Loans originated by the Group comprise of participations in syndicated loans and are stated at amortised cost less any impairment losses. Impairment losses are dealt with in the consolidated income statement. Defaulted loans are classified and measured at their fair value. Fair value is determined using a discounted cash flow valuation technique that takes into consideration the probability weighted expected cash recoveries on a loan-by-loan basis and the estimated costs anticipated in the collection of loan repayments, including staff costs, legal fees, loan recovery commission or taxes payable. Changes in fair values are dealt with in the consolidated income statement. (g) Investments The Group classifies its financial assets in the following categories: at fair value through profit or loss and loans receivable. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its assets at initial recognition and re- evaluates this designation at every reporting date. a) Financial assets at fair value through profit or loss This category has two sub-categories: ‘financial assets held for trading’ and those designated at fair value through profit and loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Derivatives are also categorised as ‘held for trading’ unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within 12 months of the balance sheet date. b) Loans receivable Loans receivable are non-derivative financial assets which are not quoted in an active market. These are included in current assets, except for maturities greater than 12 months after the balance sheet date. Purchases and sales of investments are recognised at trade date - the date on which the group commits to sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss, are initially recognised at fair value and transaction costs are expensed in the income statement. Investments are derecognised when the rights to receive cashflows from the investments have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. Available for sale financial assets and financial assets at fair value through profit and loss are subsequently carried at fair value. A-14 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Accounting policies (Continued) (g) Investments (Continued) Fair values for unquoted securities are estimated by the directors. In determining fair valuation, the directors make use of market-based information and fair valuation models such as discounted cash flow models. In many instances the directors also rely on financial data of investees and on estimates provided by the management of the investee companies as to the effect of future developments. Purchases and sales of investments are recognised on the trade date, which is the date that the Group commits to purchase or sell the asset. Realised and unrealised gains and losses arising from changes in the fair value of investments are included in the consolidated income statement in the period in which they arise. Performance notes are investments, which do not classify as jointly controlled entities, with income and maturity values which fluctuate based on the distributions received from underlying assets, which are generally shares in property development companies, defaulted loans or shipping companies. Fair values of performance notes or other collective investment schemes are determined by the Group’s interest in the fair values of each scheme’s underlying assets. Gains and losses arising from changes in the fair value of all securities are recognized in the consolidated income statement as they arise. Although the directors use their best judgement in estimating the fair value of investments, there are inherent limitations in any estimation techniques. Future confirming events will also affect the estimates of fair value and the effect of such events on the estimates of fair value, including the ultimate liquidation of investments, could be material to these consolidated financial statements. (h) Cash and cash equivalents Cash and cash equivalents are carried in the consolidated balance sheet at cost and comprise of cash and bank balances with an original maturity of less than three months. (i) Borrowings Borrowings are recognized initially at the proceeds received, net of transaction costs incurred. In subsequent periods, fixed term borrowings are stated at amortised cost using the effective yield method; any difference between proceeds (net of transaction costs) and the redemption value is recognized in the consolidated income statement over the period of the borrowings. A-15 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Accounting policies (Continued) (j) Deferred taxation Deferred income tax is provided, using the liability method, for all temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Deferred tax is measured using the tax rate currently enacted, or substantially enacted, at the balance sheet date. The principal temporary differences arise from depreciation on fixed assets. Deferred tax assets relating to the carry forward of unused tax losses are recognized to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilized. (k) Employee benefits Pension obligations Group companies have various defined contribution pension schemes in accordance with the local conditions and practices in the countries in which they operate. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity (a fund) and will have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees benefits relating to employee services in the current and prior periods. For defined contribution plans, the company pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. Once the contributions have been paid, the company has no further payment obligations. The regular contributions constitute net periodic costs for the year in which they are due and as such are included in staff costs. (l) Financial instruments Financial instruments carried on the consolidated balance sheet include cash and bank balances, loans, investments, receivables, payables and borrowings. The particular recognition methods adopted are disclosed in the individual policy statements associate with each item. The Group’s principal foreign exchange hedging is conducted by funding a major portion of Japanese operations using Yen borrowings secured by US$ deposits, which are stated gross on the consolidated balance sheet. Disclosures in respect of financial risks to which the Group is exposed are shown in Note 27. A-16 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Accounting policies (Continued) (l) Financial instruments (Continued) Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either: (1) hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); (2) hedges of highly probable forecast transactions (cash flow hedges); or (3) hedges of net investments in foreign operations. The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. (a) Fair value hedge Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the consolidated income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. (b) Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the consolidated income statement. Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit or loss (for instance when the forecast sale that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability. When a hedging instrument expires or it sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the consolidated income statements. A-17 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Accounting policies (Continued) (l) Financial instruments (Continued) (c) Net investment hedge Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in equity; the gain or loss relating to the ineffective portion is recognised immediately in the income statement. Gains and losses accumulated in equity are included in the income statement when the foreign operation is disposed of. (d) Derivatives that do not qualify for hedge accounting Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in the consolidated income statement. (m) Foreign currency translation (a) Measurement currency Items included in the financial statements of each entity within the Group are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to that entity (“the measurement currency”). The consolidated financial statements are presented in United States dollars, which is the measurement currency of the parent. (b) Transactions and balances Transactions in foreign currencies are translated at exchange rates ruling at the transaction dates. Monetary assets and liabilities expressed in foreign currencies at the consolidated balance sheet date are translated at rates of exchange ruling at the consolidated balance sheet date. All exchange differences are dealt with in the consolidated income statement, except for exchange differences arising from the Group’s net investment in foreign entities, and from monetary liabilities that are effective hedges of the Group’s net investment in foreign entities. (c) Group companies Income statements and cash flows of foreign entities are translated into the Group’s reporting currency at average exchange rates for the year and their balance sheets are translated at the exchange rates ruling on 31 December. Exchange differences arising from the translation of the net investment in foreign entities and borrowings and other currency instruments designated as hedges of such investments are taken directly to equity. When a foreign entity is sold, such exchange differences are recognised in the consolidated income statement as part of the gain or loss on sale. A-18 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Accounting policies (Continued) (n) Leases Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received form the lessor) are charged to the consolidated income statement on a straight-line basis over the period of the lease. (o) Dividends Dividends are recorded in the Group’s financial statements in the period in which they are approved by the Group’s shareholders or directors. (p) Segment reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments. A-19 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3 Segment information Primary reporting format - business segments The Group is organised on a worldwide basis into four main business segments (departments): (1) structured finance; (2) ship investment/management; (3) distressed assets investment/management; and (4) property investment/management. The segment results for the year ended 31 December 2004 are as follows: Distressed Ship assets Property Structured investment/ investment/ investment/ finance management management management Unallocated Group US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Revenue 2,669 9,594 2,336 (99) 299 14,799 Profits from operations 729 7,797 1,576 (421) (1,617) 8,064 Share of results of associates – – – 96 – 96 Finance costs - interest expenses – (2) – (44) – (46) Profit before taxation 729 7,795 1,576 (369) (1,617) 8,114 Less: Taxation – – – (179) – (179) Profit for the year 729 7,795 1,576 (548) (1,617) 7,935 Other segment items are as follows: Capital expenditure 21 29 20 2 35 107 Depreciation 41 1 8 12 15 77 The segment results for the year ended 31 December 2003 are as follows: Distressed Ship assets Property Structured investment/ investment/ investment/ finance management management management Unallocated Group US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Revenue 3,432 1,136 2,360 1,192 292 8,412 Profits from operations 1,308 289 1,431 28 (1,030) 2,026 Share of results of associates – – – 300 – 300 Deemed gain dilution of investment in an associate – – – 1,332 – 1,332 Finance costs – interest expenses – – – (116) (100) (216) Profit before taxation 1,308 289 1,431 1,544 (1,130) 3,442 Less: Taxation (5) – – (1) – (6) Profit for the year 1,303 289 1,431 1,543 (1,130) 3,436 Other segment items are as follows: Capital expenditure 42 7 14 1 27 91 Depreciation 24 3 5 9 8 49 A-20 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3 Segment information (Continued) The segment assets and liabilities as at 31 December 2004 for the year then ended are as follows: Distressed Ship assets Property Structured investment/ investment/ investment/ finance management management management Unallocated Group US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Segment assets 1,472 7,433 1,916 6,544 – 17,365 Associates – – – 6,928 – 6,928 Unallocated assets – – – – 34,412 34,412 Total assets 1,472 7,433 1,916 13,472 34,412 58,705 Segment liabilities 2,391 788 307 89 – 3,575 Unallocated liabilities – – – – 14,613 14,613 Total liabilities 2,391 788 307 89 14,613 18,188 The segment assets and liabilities as at 31 December 2003 for the year then ended are as follows: Distressed Ship assets Property Structured investment/ investment/ investment/ finance management management management Unallocated Group US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Segment assets 1,910 4,582 1,732 11,530 – 19,754 Associates – – – 6,576 – 6,576 Unallocated assets – – – – 25,263 25,263 Total assets 1,910 4,582 1,732 18,106 25,263 51,593 Segment liabilities 284 160 262 22 – 728 Unallocated liabilities – – – – 16,883 16,883 Total liabilities 284 160 262 22 16,883 17,611 Segment assets consist primarily of fixed assets, receivables and operating cash. They exclude taxation, certain investments and cash and cash equivalents. Segment liabilities comprise operating liabilities and exclude items such as taxation and certain corporate borrowings. Capital expenditure comprises planned additions to fixed assets, all in Asia-ex Japan (Note 15). A-21 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3 Segment information (Continued) Secondary reporting format - geographical segments The Group’s four business segments operate in three main geographical areas, even through they are managed on a worldwide basis. Global - the global segment represents activities with assets or customers with no fixed location, which include shipping finance/investment/management. Asia (ex-Japan) - the Asia (ex-Japan) segment represents activities with assets or customers located in Asia (ex-Japan), which include structured finance, asset and shipping finance/investment/management and distressed Asian investments. Japan - the Japan segment represents activities with assets or customers located in Japan, and include real estate investment/management. 2004 2003 US$’000 US$’000 Income Global 8,353 413 Asia (ex-Japan) 6,156 4,631 Japan (9) 3,076 Unallocated 299 292 14,799 8,412 Total assets Global 7,433 4,582 Asia (ex-Japan) 3,388 3,642 Japan 6,544 11,530 Unallocated 34,412 25,263 51,777 45,017 Investments in associates 6,928 6,576 58,705 51,593 Capital expenditure Asia (ex-Japan) 107 91 With the exception of Hong Kong, Singapore and Japan no other individual country contributed more than 10% of consolidated sales or assets. Income and total assets attributable to business segments are based on the country in which the customer is located. Income and assets not attributable to business segments are disclosed as unallocated. There are no sales between the segments. Total assets and capital expenditure are where the assets are located. A-22 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4 Fee income 2004 2003 US$’000 US$’000 Corporate finance arrangement and agency fees 3,086 2,873 Front-end fees for finance arrangement of container ship (note below) – 1,137 Property fund management and administrative fees – 502 Agency, advisory, administration and incentives fees from distressed loans (Note 29) 303 682 Agency, arrangement, administration and incentive fees from shipping finance and management (Note 29) 2,210 – 5,599 5,194 Note: Contingent assets At 31 December 2003, the Company had been contracted to arrange finance for 10 container ships, for which the Company will collect a US$685,000 fee in respect of each ship. Front-end fees of US137,000pershiptotallingUS137,000 per ship totalling US1,137,000, to which the Company had received or were entitled at the balance sheet date, have been booked as income for the year ended 31 December 2003. Completion fees of US548,000pershiptotallingUS548,000 per ship totalling US5,548,000 were to be received on delivery and financing of each ship. Under the commission agreement, further services are required to be delivered by the Company and significant contingencies exist such that the directors are not certain that the completion fees will be received for the year ended 31 December 2003 and consequently only front-end fees have been booked as income for the year ended 2003. The contingent asset of US$5,548,000 at 31 December 2003 was recognised as income during 2004 when circumstances were no longer contingent. At 31 December 2004, the Company had no such outstanding contracts. A-23 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5 Investment returns 2004 2003 US$’000 US$’000 Share of results of jointly controlled entities – 349 Rental income from property development projects held for sale – 35 Realised gains on investments 2,482 84 Return on performance notes - distressed debt (Note 29) 103 292 Return on performance notes - properties 35 81 Return on performance notes - shipping business (Note 29) 2,589 – Gain on foreign exchange contracts and swap contracts entered into on behalf of an associate (Note 29) 63 – Fair value adjustments on performance notes – distressed debt 31 – Fair value adjustments on performance notes – shipping business 1,600 – Fair value adjustments on performance notes – properties (221) – Fair value adjustment on other investments – 280 6,682 1,121 6 Interest income and expense 2004 2003 US$’000 US$’000 Interest income from: – cash and cash equivalents 299 293 – participation in syndicated loans 40 58 339 351 Interest expense on: – borrowings 46 186 – preferred capital – 30 46 216 A-24 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7 Administrative expenses 2004 2003 US$’000 US$’000 Depreciation (Note 15) 77 49 Rental expenses under operating leases: – office premises 376 485 – staff residencies 384 404 Staff costs (Note 9) 4,703 4,305 Auditors’ remuneration 85 60 Traveling and entertainment 825 845 Net foreign exchange loss/(gain) 20 (489) Miscellaneous expenses 313 347 Professional service fees – proposed initial public offering 103 – – others 99 346 6,985 6,352 8 Results of associates The Group’s share of results of associates after taxation are as follows: 2004 2003 US$’000 US$’000 Capital Advisers Co. Ltd. 242 600 Less: share of tax of Capital Advisers Co. Ltd (Note 18) (146) (300) 96 300 9 Staff costs 2004 2003 US$’000 US$’000 Salaries (including director’s remuneration) 4,490 3,991 Pension costs - defined contribution plans 114 131 Other welfare and allowances 99 183 4,703 4,305 A-25 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 9 Staff costs (Continued) The weighed average number of employees is as follows: 2004 2003 US$’000 US$’000 Full time 25 29 Hong Kong 20 19 Japan 3 8 Singapore 2 2 25 29 From 2 May 2003, when it ceased to be a subsidiary, staff employed by Capital Advisers Co. Ltd. ceased to be included in the Group’s staff numbers. The annual weighted average of full time staff at Capital Advisers Co. Ltd. during the period from 2 May 2003 to 31 December 2003 was 11. 10 Taxation (a) Taxation 2004 2003 US$’000 US$’000 Current tax 1 6 Deferred tax 178 – 179 6 Tax on profits has been calculated at rates of taxation prevailing in the jurisdictions in which the Group operates. The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the tax rate of the home country of the Company as follows: 2004 2003 US$’000 US$’000 Profit before tax 8,114 3,442 Tax calculated at a tax rate of 17.5% (2003: 17.5%) 1,420 602 Effect of different tax rates in other countries 103 446 Income not subject to tax (1,344) (1,042) Tax charge 179 6 A-26 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 10 Taxation (Continued) (a) Taxation (Continued) Note: Income not subject to taxation is only included to the extent that it negates profits at group tax rate. Further adjustments are not made as the contingent tax asset is not accrued. (b) Deferred taxation 2004 2003 US$’000 US$’000 Income statement charge 178 – At end of the year 178 – Deferred income tax assets are recognized for tax losses carried forward only to the extent that the realization of the related tax benefit is probable. The Group has tax losses of US$8,897,000 (2003: US7,637,000)andUS7,637,000) and US1,000 (2003: US269,000)fortheCompanyinHongKongandUni−AsiaFinanceCorporation(Japan)respectivelytocarryforwardagainstfuturetaxableincomeofthosecompanies,whichhavenotbeenrecognizedintheseconsolidatedfinancialstatementsduetouncertaintyoftheirrecoverability.Thesetaxlosseshavenoexpirydates.11ProfitattributabletoshareholdersTheprofitattributabletoshareholdersisdealtwithintheconsolidatedaccountstotheextentofaprofitofUS269,000) for the Company in Hong Kong and Uni-Asia Finance Corporation (Japan) respectively to carry forward against future taxable income of those companies, which have not been recognized in these consolidated financial statements due to uncertainty of their recoverability. These tax losses have no expiry dates. 11 Profit attributable to shareholders The profit attributable to shareholders is dealt with in the consolidated accounts to the extent of a profit of US3,436,000 and US7,935,000fortheyearended2003and2004respectively.12DividendTheCompanydeclaredadividendofUS7,935,000 for the year ended 2003 and 2004 respectively. 12 Dividend The Company declared a dividend of US0.03 and US$0.05 per share for the years ended 2003 and 2004 respectively. A-27 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 13 Earnings per share (a) Basic Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the Relevant Periods. (b) Diluted Diluted earnings per share is calculated adjusting the weighted average number of ordinary shares outstanding to assume conversation of all dilutive interests during the Relevant Periods. The Group has one category of potential ordinary shares: share options issued in 2004 by an associate company. There is no impact on earnings per share as the share options issued by the associate are anti-dilutive. 2004 2003 US$’000 US$’000 Profit attributable to equity holders of the Company 7,935 3,436 Weighted average number of ordinary shares in issue 28,000 28,000 Earnings per share (US$ per share) - basic and diluted 0.283 0.123 14 Emoluments for directors and highest paid individuals (a) Directors’ emoluments 2004 2003 US$’000 US$’000 Fees 1,116 1,465 Other emoluments: Basic salaries, housing allowances, share options, other allowances and benefits in kind 249 256 Discretionary bonuses 750 86 Contributions to pensions schemes for directors (and past directors) - as directors 3 3 2,118 1,810 There were no independent non-executive directors appointed to the Group during the year. A-28 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 14 Emoluments for directors and highest paid individuals (Continued) The emoluments of the directors fell within the following bands. Number of Number of directors directors 2004 2003 Emoluments bands HKNil−HKNil - HK1,000,000 5 5 HK1,000,001−HK1,000,001 - HK1,500,000 – – HK2,000,001−HK2,000,001 - HK2,500,000 – 2 HK2,500,001−HK2,500,001 - HK3,000,000 – 1 HK3,000,001−HK3,000,001 - HK3,500,000 – 1 HK3,500,001−HK3,500,001 - HK4,000,000 – 1 HK4,500,001−HK4,500,001 - HK5,000,000 1 – HK5,500,001−HK5,500,001 - HK6,000,000 2 – 8 10 (b) Five highest paid individuals The five individuals whose emoluments were the highest in the Group for the Relevant include 3 (2003: 3) directors whose emoluments are reflected in the analysis presented above. The emoluments payable to the remaining 2 (2003: 2) individuals are as follows: 2004 2003 US$’000 US$’000 Basic salaries, housing allowances, share options, other allowances and benefits in kind 574 546 Bonuses 550 220 Pensions 40 39 1,164 805 The emoluments fee within the following bands: Number of individuals 2004 2003 Emoluments bands HK2,000,001−HK2,000,001 - HK2,500,000 – – HK2,500,001−HK2,500,001 - HK3,000,000 – 1 HK3,000,001−HK3,000,001 - HK3,500,000 1 1 HK5,000,001−HK5,000,001 - HK5,500,000 1 – 2 2 (c) During the year (2003 : nil), no emoluments were paid by the companies comprising the Group to any of the directors or the five highest paid individuals as an inducement to join or upon joining the Group or as compensation for loss of office. A-29 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 15 Fixed assets Leasehold Furniture improve- Office and Motor ments equipment fixtures vehicles Total US$’000 US$’000 US$’000 US$’000 US$’000 Cost At 1 January 2003 361 258 74 64 757 Additions 16 72 3 – 91 Disposals – (12) (28) – (40) Subsidiary sold (42) (58) (8) – (108) Exchange translation 1 1 20 – 22 At 31 December 2003 336 261 61 64 722 Accumulated depreciation At 1 January 2003 324 178 57 64 623 Charge 4 36 9 – 49 Disposals – (2) (3) – (5) Subsidiary sold (5) (32) (5) – (42) Exchange translation – 5 – – 5 At 31 December 2003 323 185 58 64 630 Net book value At 31 December 2003 13 76 3 – 92 Cost At 1 January 2004 336 261 61 64 722 Additions 49 58 – – 107 Exchange translation – 2 – – 2 At 31 December 2004 385 321 61 64 831 Accumulated depreciation At 1 January 2004 323 185 58 64 630 Charge 31 45 1 – 77 Exchange translation 2 – – – 2 At 31 December 2004 356 230 59 64 709 Net book value At 31 December 2004 29 91 2 – 122 A-30 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 16 Loans receivable 2004 2003 US$’000 US$’000 Defaulted loans purchased at fair value Repayable on demand, and in default: Defaulted loans purchased at fair value, at fair value Nominal value of US$3,310,000 – 291 Participation in loans Repayable within one year Interest rate at: LIBOR plus 1.6% p.a. (2003: LIBOR plus 1.6% p.a.) – 417 LIBOR plus 1.25% p.a. (2003: LIBOR plus 1.25% p.a.) 100 100 5% unsecured (2003: Interest free) 1,100 1,000 1,200 1,808 Participation in loans Repayable between one and two years Interest rate at: LIBOR plus 1.25% p.a. (2003: LIBOR plus 1.25% p.a.) 150 200 Repayable between two and five years Interest rate at: LIBOR plus 1.25% p.a. (2003: LIBOR plus 1.25% p.a.) – 50 150 250 Loans receivable 1,350 2,058 A-31 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 16 Loans receivable (Continued) Notes: (a) Income from defaulted loans is detailed in the consolidated income statements - Fair value gains on defaulted loans. During the year, most of the fair value gains consisted of cash receipts from the underlying loans. 2004 2003 US$’000 US$’000 Cash recovered 1,862 1,245 (b) Loans receivable approximate to their fair values due to being floating rate loans. 17 Investments 2004 2003 US$’000 US$’000 Non-Hong Kong Unlisted shares 191 264 Unlisted shares - shipping business (Note (a) below) 1,451 2,533 Unlisted performance notes - properties investment (Note 29(c)) 607 1,083 Unlisted partnership – – Unlisted performance notes - distressed debt (Note 29(c)) 1,793 926 Unlisted performance notes – shipping (Note 29(c)) 4,247 – Investments 8,289 4,806 A-32 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 17 Investments (Continued) Note: (a) Within unlisted shares - shipping business are investments totalling US451,000(2003:US451,000 (2003: US905,000) in two shipping companies which own and run cargo ships respectively. Principal activities and Country/place and Issued and fully paid % of place of Name date of incorporation up share capital holdings operation Niigata Seimitsu Japan JPY3,874,300,000 0.2% Manufacturing Co. Ltd. 17 January 1981 Electronic Devices EuroAsia II Inc., Panama US$10,000 15% Shipping Panama 12 April 2002 investment and management - Hong Kong EuroAsia III Inc., Panama US$10,000 15% Shipping Panama 12 April 2002 investment and management - Hong Kong AP Real Estate Cayman Islands US$1,000 5.9% Japanese Ltd. 12 April 2000 property investment and management - Japan RS Property Cayman Islands US$1,000 10% Japanese Investment 28 August 2000 property investment and management - Japan Searex Asset British Virgin Islands US1,000NoteShippingManagement30December200328(c)investmentLimitedandmanagement−HongKongAAAStrategicCaymanIslandsUS1,000 Note Shipping Management 30 December 2003 28(c) investment Limited and management - Hong Kong AAA Strategic Cayman Islands US1,000 Note Distressed Investment 26 July 2001 28(c) debts Limited investment and management - Hong Kong A-33 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 18 Investments in associates (a) Movement of investments in associates 2004 2003 US$’000 US$’000 Capital Advisers Co. Ltd. At the beginning of year 6,576 – Investment in associate – 5,553 Share of results after tax 96 300 Exchange differences 256 723 Investments in associates at end of the year 6,928 6,576 (b) Summary of significant associates’ assets, liabilities and result A summary of Capital Advisers Co. Ltd.’s assets, liabilities and results are as follows: 2004 2003 US$’000 US$’000 Investments in property related projects 11,755 14,405 Cash and cash equivalents 7,494 10,662 Other assets 6,588 1,847 Total assets 25,837 26,914 Amount due to Uni-Asia Finance Corporation (4,781) (9,631) Other liabilities (5,562) (2,605) Minority interest (29) – Shareholders’ equity (of which Company has 44.8% interest, 2003: 44.8%) 15,465 14,678 Shareholders’ equity - Company’s 44.8% interest 6,928 6,576 A-34 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 18 Investments in associates (Continued) For the period from For the 2 May 2003 year ended to 31 December 31 December 2004 2003 US$’000 US$’000 Results to 31 December 2004, translated at an average rate of Yen 107.94583 (2003: Yen 114.0026 to US$1): Revenue 4,539 4,865 Staff costs (1,974) (1,298) Interest expense (210) (227) Other expenses (1,815) (1,999) Profit before tax 540 1,341 Taxation (325) (672) Profit after tax 215 669 Profit before tax - Company’s interest 242 601 Taxation - Company’s interest (146) (301) Profit after tax - Company’s interest 96 300 Note: The Group loss arising from Capital Advisers Co. Ltd. during the period from 1 January 2003 to 2 May 2003 was US$100,000. Prior to 2 May 2003, Capital Advisers Co. Ltd. was consolidated as a subsidiary. A-35 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 18 Investments in associates (Continued) (c) Details of associates As at 31 December 2004, details of the associates, all of which are unlisted, were as follows: Principal Country/place Issued and Attributable activities and and date of fully paid up equity place of Name incorporation share capital interest operation 2004 - Indirectly held: Capital Advisers Co. Japan Yen892,500,000 44.8% Japanese Ltd. (Note below) 24 February 2000 common shares property investment and management Japan (Note) On 2 May 2003, 9,850 new shares in Capital Advisers Co. Ltd. (“Capital Advisers”) were issued to non-related parties for cash which diluted the Group’s interest in Capital Advisers from 100% to 44.8%. The Group sold none of its existing shares in Capital Advisers, but due to the issuance of new shares at a premium above its net assets, it recognised a “deemed gain on dilution of investment in an associate” of US$1,332,000. Calculation of deemed gain on dilution of investment in an associate For year ended 31 December 2003 Share Yen’000 US$’000 Company’s share of CA net asset value before dilution 100% 508,621 4,221 Cash received from share issurance 985,000 8,174 CA net asset value after dilution 1,493,621 12,395 Company’s share of CA net asset value after dilution 44.8% 669,142 5,553 Less Company’s share of CA net asset value before dilution (508,621) (4,221) Deemed gain on dilution 160,521 1,332 There was no dilution of investment in associates during the year ended 31 December 2004. A-36 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 18 Investments in associates (Continued) (d) Amounts due from associates The amounts due from associates constituted the principal balance and interest accrued on an unsecured revolving short term loan facility of US4,754,000equivalenttoYen489,000,000(2003:US4,754,000 equivalent to Yen 489,000,000 (2003: US9,631,000 equivalent to Yen 1,030,000,000. The loan was subject to interest at 3% per annum from 2 May 2003, when Capital Advisers ceased to be a subsidiary and thereon 1 April 2004, the interest rate was revised to 1.375% per annum. Interest charged on amounts due from associates during the year was US101,000(2003:US101,000 (2003: US221,000). (e) Amounts due to associates The amounts due to associate are unsecured, interest free and with no fixed repayment terms. 19 Accounts receivable In general, the Group grants a credit period of 7 to 60 days to its customers. The aging analysis of the accounts receivable is as follows: 2004 2003 US$’000 US$’000 0-30 days 77 692 31-60 days – – 61-90 days – – Over 90 days 16 34 93 726 20 Cash and bank balances 2004 2003 US$’000 US$’000 Cash at bank and in hand 1,942 1,909 Short term bank deposits 34,672 25,341 Cash and bank balances 36,614 27,250 Less: Deposits pledged as collateral 12,614 17,244 Cash and cash equivalents 24,000 10,006 The effective interest rate on short term bank deposits was 1.15% (2003: 0.08%) and these deposits have an average maturity of 35 days. Within cash and bank balances as at 31 December 2004 are US12,614,000(2003:US12,614,000 (2003: US17,244,000) of deposits pledged as collateral against Japanese Yen denominated revolving bank loan facilities. A-37 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 21 Share capital 2004 2003 US$’000 US$’000 Authorized: 60,000,000 shares of US1each60,00060,000Issuedandfullypaid:28,000,000sharesofUS1 each 60,000 60,000 Issued and fully paid: 28,000,000 shares of US1 each 28,000 28,000 22 Reserves Share Retained Exchange Note capital earnings difference Total US$’000 US$’000 US$’000 US$’000 Balance at 1 January 2004 28,000 5,982 – 33,982 Net investment hedge – – (262) (262) Currency translation difference – – 262 262 Profit for the year and total recognised income for 2004 – 7,935 – 7,935 Dividend 12 – (1,400) – (1,400) Balance at 31 December 2004 28,000 12,517 – 40,517 Balance at 1 January 2003 28,000 3,386 – 31,386 Net investment hedge – – (633) (633) Current translation difference – – 633 633 Profit for the year and total recognised income for 2003 – 3,436 – 3,436 Dividend 12 – (840) – (840) Balance at 31 December 2003 28,000 5,982 – 33,982 A-38 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 23 Accounts payable The aging analysis of the accounts payable is as follows: 2004 2003 US$’000 US$’000 0-30 days 2,246 191 31-60 days 3 92 61-90 days – 4 Over 90 days 18 53 2,267 340 24 Borrowings 2004 2003 US$’000 US$’000 Repayable per terms of revolving loan facility bank borrowings 12,526 15,895 Included in borrowings is a secured loan of Yen1.18 billion (approximately US11,473,000)collateralisedbyacashdepositofapproximatelyUS11,473,000) collateralised by a cash deposit of approximately US12,614,000 with the same financial institution (2003: a loan totalling Yen1.7 billion, (approximately US15,895,000)collateralisedbyapproximatelyUS15,895,000) collateralised by approximately US17,244,000). Fair value of borrowings approximate the carrying amounts due to their being floating rate instruments and no changes to the Group’s credit risk. 2004 2003 US$’000 US$’000 Weighted average effective interest rates: Bank borrowing - JPY 0.34% 0.46% Bank borrowing - US$ 2.84% – Cash deposit 1.15% 0.80% A-39 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 24 Borrowings (Continued) The borrowings of the Group are at floating Yen LIBOR rates: 2004 2003 US$’000 US$’000 Term borrowings matured within one year 1,053 – Revolving secured loan due within one year 11,473 15,895 12,526 15,895 Total borrowings 12,526 15,895 25 Subsidiary companies (a) Details of principal investments in subsidiaries Details of the principal subsidiaries within the Group at the date of this report are as follows: Name Country/place Issued and Attributable Principal activities and date of fully paid up equity and place incorporation share capital interest of operation Directly held: Uni-Asia Capital Singapore US$1,000,000 100% Corporate finance and (Singapore) 7 August 1997 investment advisory Limited services Singapore Off-Shore British Virgin Islands US$1 100% Holding and Property 23 April 1998 investment company Investment BVI Corporation Uni-Asia Services Hong Kong HKD20 100% Inactive and Agency 27 June 1997 Hong Kong Limited Indirectly held: Uni-Asia Finance Japan Yen 10,000,000 100% Corporate Corporation 9 November 1998 finance services Japan (Japan) (b) Amounts due from subsidiaries The amounts due from subsidiaries are unsecured, at an interest rate of 2% per annum and with no fixed repayment terms. A-40 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 25 Subsidiary companies (Continued) (c) Amounts due to subsidiaries The amounts due to subsidiaries are unsecured, interest free and with no fixed repayment terms. 26 Cash generated from/(used in) operations (a) Reconciliation of profit before taxation to cash generated from/(used in) operations 2004 2003 US$’000 US$’000 Profit before taxation 8,114 3,442 Adjustments for: Depreciation 77 49 Interest income (339) (350) Interest expenses 46 216 Results of associates (96) (1,632) Interest from loans to associate (86) (221) Net foreign exchange (gain)/loss 20 (489) (Increase)/decrease in rental and utility deposits paid (33) 407 (Increase)/decrease in accounts receivable 552 (9,527) (Increase)/decrease in prepaid expenses (38) 3 Increase in accounts payable 1,924 8,143 Increase/(decrease) in accrued expenses 1,281 (68) Increase in rental and utility deposits received – 85 Loss on disposal of fixed assets – 34 Decrease in deferred income – – Recovery on loans and interest receivable (250) – Investment returns (6,682) (1,121) Income from defaulted loans (1,862) (1,245) Cash generated from/(used in) operations 2,628 (2,274) A-41 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 26 Cash generated from/(used in) operations (Continued) (b) Net cash outflow on deemed disposal of subsidiary company On 2 May 2003, 9,850 new shares Advisers Co. Ltd. (“Capital Advisers”) were issued to non- related parties which diluted the Group’s interest in Capital Advisers from 100% to 44.80% (Note 18). Net cash outflow from the deemed disposal of subsidiary company is as follows: 2004 2003 US$’000 US$’000 Fixed assets – 66 Jointly controlled entities – 6,817 Property development projects held for sales – 5,049 Rental and utility deposits paid – 124 Accounts receivable – 1,635 Prepaid expenses – 42 Cash and cash equivalents – 10,800 Utility and rental deposits received – (220) Accounts payable – (8,532) Tax payable – (8) Borrowings – (11,552) Net assets disposed of – 4,221 Deemed gain on dilution of investments in an associate – 1,332 Adjustment to investment in an associate – (5,553) Sales proceeds – – Cash of subsidiary disposed of – 10,800 (c) Major non-cash transactions During the year ended 31 December 2004, the share of taxation of associate amounted to US$146,000 (2003: US$301,000). A-42 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 27 Financial instruments (a) Risks The Group holds monetary assets and liabilities, transacts in foreign exchange transactions with third parties and has mismatched Yen denominated assets and liabilities. All these operations give rise to risk exposures. Financial instruments traded or held include cash and cash equivalents, investments, loans receivable and borrowings. Off-balance sheet derivative financial instruments are contracts whose value is derived from one or more underlying financial instruments or indices defined in the contract, which include forward rate agreements. Forward rate agreements are used to manage the Group’s own exposures to foreign exchange risk as part of its asset and liability management process. The principal derivative instruments used by the Group are foreign exchange rate related contracts. Most of the Group’s derivative positions have been entered into to hedge investments in subsidiaries. (i) Market risk Market risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market prices, whether those changes are caused by factors specific to the individual financial instrument or by factors affecting all financial instruments traded in or indexed to a market. The Group is exposed to market risk on financial instruments that are valued at market prices and primarily consist of investments, loans, property development projects and marketable securities. (ii) Foreign exchange risk Foreign exchange risk is the risk that the value of financial instruments and other assets and liabilities will fluctuate as a result of changes in foreign exchanges rates. The Group is exposed to foreign exchange risk primarily from the net position of Yen denominated cash and cash equivalents, investments and borrowings. (iii) Interest rate risk Interest rate risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market interest rates and the cash flow risks associated with the variability of cash flows from floating rate financial instruments. The Group is exposed to interest rate risk primarily from interest rate re-pricing differences between customers’ loans, borrowings, cash and cash equivalents and shareholders’ capital. (iv) Credit risk Credit risk is the risk of loss resulting from the failure of counterparties to meet the terms of their obligations. The Group is exposed to credit risk through loans and investments, and through counterparty default risk on transactions, including foreign exchange transactions in the process of settlement. A-43 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 27 Financial instruments (Continued) (a) Risks (Continued) (v) Liquidity risk Liquidity risk is the risk of loss resulting from the failure of the Group to meet its funding requirements or to execute a transaction at a reasonable price. The Group is exposed to liquidity risk relating to the gaps between the maturity of assets held against the maturity of the funding of the Group’s activities. (b) Risk management The Group’s principal risks are market risk, credit risk and foreign exchange risk. The directors consider the interest rate risk and liquidity risk of the Group to be immaterial. Market risk and credit risk The Group seeks to minimise these risks by performing detailed reviews of loan counterparties or asset issuers prior to purchase approval, and by either selling on participated loans to other parties or entering into offsetting loans payable when the directors wish to preserve the Group’s liquidity. The Group seeks to minimize adverse movements in market price of financial instruments by extensive due diligence procedures to ensure acquisition at prices below their perceived fair value. Foreign exchange risk The directors review their currency exposures and enter into foreign currency forward contracts when considered necessary to hedge against adverse currency movements. The Group uses the following derivative instruments for both hedging purposes: Forward rate agreements are individually negotiated interest rate futures that call for a cash settlement at a future date for the difference between a contracted rate of interest and the current market rate, based on a notional principal amount. Currency and interest rate swaps are commitments to exchange one set of cash flows for another. Swaps result in an economic exchange of currencies or interest rates (for example, fixed rate for floating rate) or a combination of all these (ie, cross-currency interest rate swaps). No exchange of principal takes place, except for certain currency swaps. The Group’s credit risk represents the potential cost to replace the swap contracts if counterparties fail to perform their obligation. This risk is monitored on an ongoing basis with reference to the current fair value, a proportion of the notional amount of the contracts and the liquidity of the market. To control the level of credit risk taken, the Group assesses counterparties using the same techniques as for its lending activities. (c) Fair value The directors consider the carrying amount of all financial assets and liabilities included in the consolidated balance sheet are a reasonable estimate of their fair values. A-44 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 28 Commitments (a) Capital commitments Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows: 2004 2003 US$’000 US$’000 Motor vehicle 81 – (b) Lease commitments Commitments, under non-cancellable operating leases with a term of more than one year, fall due: 2004 2003 US$’000 US$’000 Within one year 643 542 Later than one year and not later than five years 399 480 Later than five years – – 1,042 1,022 The Group contracted to a new non-cancellable operating lease covering the period from 1 April 2003 to 30 September 2006, at a monthly rent of US$14,000. (c) Investment commitments 2004 2003 US$’000 US$’000 Un-drawn investment commitments at 31st December 12,484 4,834 The Group holds 20% of the performance notes – series 1 issued by AAA Strategic Investment Limited and 33.33% of the performance notes – series 2, a distressed debt fund managed by the Group. No commitments remain outstanding for series 1 at 31 December 2004 (2003: USNil).Totalcommitmentsforseries2amounttoUSNil). Total commitments for series 2 amount to US5,000,000 (2003: US5,000,000)ofwhichacumulativeamountofUS5,000,000) of which a cumulative amount of US1,894,000 has been called and paid to 31 December 2004 (2003: US$427,000). The Group also holds 29.4% of the performance notes – series 1 issued by Searex Asset Management Limited and 21.7% of the performance notes – series 2, a shipping management company managed by the Group. No commitments remain outstanding for series 1 at 31 December 2004 (2003: US$Nil). Total commitments for series 2 amount to US5,000,000ofwhichnoamountcalledandpaidto31December2004(2003:US5,000,000 of which no amount called and paid to 31 December 2004 (2003: USNil). A-45 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 28 Commitments (Continued) (c) Investment commitments (Continued) The Group holds a 15% interest in both Euroasia II Inc. Panama and Euroasia III Inc. Panama, each of which has been established for the sole purpose of contracting, take delivery of and operating a cargo vessel. No commitments remain outstanding as at 31 December 2004 (2003: US1,166,000)ofwhichnoamount(2003:US1,166,000) of which no amount (2003: US905,000) has been called and paid to 31 December 2004. The Group holds a 33.3% interest in Glad Mate Limited, which has been established for the sole purpose of contracting, the building of, take delivery of, and operating a cargo vessel. The Group had an outstanding commitment of US4,378,000at31December2004inrelationtothisenterprise(2003:US4,378,000 at 31 December 2004 in relation to this enterprise (2003: USNil). 29 Related party transactions Related parties include investments, associates, jointly controlled entities, and property development projects held for sale where the Group holds a beneficial interest in, and is also contracted as a service provider to manage or administer such investment, company, entity or property. Related party transactions are carried out under normal commercial terms and conditions and generate fee income as disclosed in Note 4, investment returns as disclosed in Note 5, directors’ remunerations and other allowances as disclosed in Note 14, investments in associates and amounts due from associates as disclosed in Note 18. Related party balances comprise the unlisted performance notes as disclosed in Note 17. The following transactions were carried out with related parties: 2004 2003 US$’000 US$’000 Agency, arrangement, administration and incentive fees from shipping finance, investment and management (Note (a)) 2,210 – Agency, advisory, administration and incentive fees from distressed loans (Note (b)) 303 682 Return on performance notes – shipping business (Note (c)) 2,589 – Return on performance notes – distressed debt (Note (c)) 103 292 Proceeds on sales of the associates to another associates (Note (d)) 709 – Incentive fees receivable from associates 6 – Interest return on performance note – distressed debt 25 – Amount due from associates (Note (b)) 4,781 9,631 A-46 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 29 Related party transactions (Continued) Notes: (a) The Group is entitled to receive from Searex Asset Management Limited, as investment of the Group, the following fees: (i) a minimum administration fee of US$5,000 per month for each shipping asset owned by Searex Asset Management Limited, including the vessels being acquired which are subject of a memorandum of agreement, payable quarterly in advance. (ii) a brokerage fee of approximately 0.75% to 1.25% on the sum of the daily charter hire of a vessel. (iii) an incentive fee of approximately 10% of the sum of the net proceeds, accumulated cash balance and liabilities outstanding from the disposal of certain vessels. (iv) a loan arrangement fee of approximately 1% of the purchase price of a vessel. (b) The Group is entitled to receive from AAA Strategic Investment Limited, as investment of the Group, the following fees: (i) an administration fee of US$75,000 per annum for performance notes series 1 payable semi- annually in advance and an administration fee for performance notes series 2 payable semi- annually in advance in the amount of US50,000forthefullorpartialissuanceofperformancenoteseachofthefirstthreeUS50,000 for the full or partial issuance of performance notes each of the first three US5 million amounts up to a maximum of US150,000.(ii)anagencyfeeofUS150,000. (ii) an agency fee of US25,000 per annum for performance notes series 1 payable semi- annually in advance, and an agency fee for performance notes series 2, payable semi- annually in advance, in the amount of US50,000perannumforthefullorpartialissuanceofeachofthefirstthreeUS50,000 per annum for the full or partial issuance of each of the first three US5 million tranches of performance notes. (iii) an incentive fee, calculated on an asset by asset basis, in addition to the administration fee. The initial incentive fee is calculated as twenty percent of the cumulative cash recovered from each asset in excess of one hundred and ten percent of that asset’s initial cost. The subsequent incentive fee is calculated as twenty percent of additional cash recovered from each asset in excess of that asset’s additional cost. The incentive fee is calculated and paid semi-annually. (c) Performance notes are redeemed semi-annually, in whole or in part, calculated based on net cash recovered from the underlying assets. Performance note redemptions are determined based on the total original cost of recovered assets less the deduction of fees and other expenses incurred in recovery of such assets. Recovery amounts from assets in excess of that required for performance note repayments are paid out as interest on those performance notes. (d) In March 2004, the Company disposed of its equity interest in two investments, Ocean Time Limited and Ocean Target Limited, to a related party, Searex Asset Management Limited. A-47 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 29 Related party transactions (Continued) (e) The Company entered into a two year Cap transaction of notational amount of US27,000,000(2003:US27,000,000 (2003: USNil) with a bank at an interest rate cap of 2.25% on 31 March 2004. The Company assigned and transferred all the rights and obligations to a subsidiary company of Searex Asset Management Limited, a related party of the Group, effective from 13 April 2004. The Company has no residual interest or obligations in relation to the transaction after the assignment. The Company also entered into US/YenforeigncurrencyforwardcontractswiththesamesubsidiarycompanyofSearexAssetManagementLimitedduring2004,ofprincipalamountsofUS/Yen foreign currency forward contracts with the same subsidiary company of Searex Asset Management Limited during 2004, of principal amounts of US10m and US$1.3m, both contracts expired during the years. (f) The Group also purchased loans originally advanced to a related party, South China International Leasing Co. Ltd. (“SCIL”). On 9th September 2004, the Company sold its equity and loan interest in SCIL to an unrelated party at a total consideration of US$1,666,000. (g) The amounts due are unsecured, interest free and have no fixed repayment terms. (h) The amounts due from associates constituted loans to Capital Advisers. The principal balance and interest accrued on an unsecured revolving short term loan facility of US4,754,000equivalenttoYen489,000,000(2003:US4,754,000 equivalent to Yen 489,000,000 (2003: US9,631,000 equivalent to Yen1,030,000,000). The loan was subject to interest at 3% per annum from 2 May 2003, when Capital Advisers Co. Ltd ceased to be a subsidiary and thereon 1 April 2004, the interest rate was revised to 1.375% per annum. Interest charged on amounts due from Capital Advisers Co. Ltd during the year was US101,000(2003:US101,000 (2003: US221,000). 30 Post balance sheet events On 25 January 2005, a new joint venture, Uni Ships and Management Ltd., was incorporated in Hong Kong, of which the Company holds 30% of its common shares. The principal activities of the joint venture are the provision of project management services for Searex Asset Management Limited, and accounting and other supporting services to the underlying shipping companies. On 21 March 2005, the Company entered into three contracts to guarantee payment on the purchase of three container vessels, of US$56,280,000 per vessel. 31 Approval of the consolidated financial statements The consolidated financial statements were approved by the board of directors on 11 January 2006. A-48 APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS B-1 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 APPENDIX B The consolidated financial statements for the year ended 31 December 2005 and the auditors’ report on the consolidated financial statements for the year ended 31 December 2005 were not prepared for purposes of inclusion in the Prospectus and, save for references to page numbers which have been altered to conform to the pagination of the Prospectus, have been reproduced and are set out on pages B-6 to B-47 and page B-5, respectively. DIRECTORS’ REPORT TO THE SHAREHOLDERS OF UNI-ASIA FINANCE CORPORATION The directors submit their report together with the audited consolidated financial statements of Uni-Asia Finance Corporation (the “Company”) and its subsidiaries (together the “Group”) for the year ended 31st December 2005. General Information The principal activities of the Group remained substantially the same as the previous year- finance arrangement and investment management. The Group acted in the capacities of principal investor, finance arranger and fund administrator for various classes of alternative investments in ships, distressed assets and real estate. The main sources of income for the Group include fee income, investment returns, interest income and other income generated from the four departments listed below. - Structured Finance department focuses on finance arrangement in the shipping sector in Asia. The Group acts as the arranger, packager and agent and participates in syndicated commercial loans and tax oriented leases. - Asset Finance department focuses on investment and management of ships including the acquisition and disposal of ships and the investment management of assets held by the Group and on behalf of third parties. - Distressed Assets Investment department focuses on investment and management activities in Asia including the acquisition and disposal of distressed Asian assets and the investment management of assets held by the Group and on behalf of third parties. - Japan real estate department focuses on the investment and management of real estate projects in Japan including the arrangement of investment and co-investment in the development and trading of Japanese hotels, commercial and residential properties and the investment management of the properties held by the Group and on behalf of third parties. The Group is also seeking investment opportunities in new areas, projects or business where it will be able to capitalize on its finance packaging expertise. The directors would like to report that the Group’s listing application in April 2005 to the Hong Kong Stock Exchange was rejected. The directors would like to continue to explore the possibility of bringing the Company public. Operating and Financial Review 1. Structured Finance Structured finance activities are conducted mainly out of the Hong Kong and Tokyo offices. During the year, the Group arranged syndicated transactions totalling US$930m (2004: US546m).ThestructuredfinancedepartmentgeneratedarrangementandbrokeragefeeincomeofUS546m). The structured finance department generated arrangement and brokerage fee income of US3,494k (2004: US2,383k)andagencyfeesofUS2,383k) and agency fees of US289k (2004: US$251k). The directors are of the view that the business of finance arrangement will remain competitive. B-2 APPENDIX B – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 DIRECTOR’S REPORT TO THE SHAREHOLDERS OF UNI-ASIA FINANCE CORPORATION (Continued) Operating and Financial Review (continued) 2. Asset Finance The asset finance department carries out the business of shipping investment management for the Group and for third parties. In December 2003, the Group ventured into shipping investment and acted as the investor and administrator of two investment facilities held under Searex Asset Management Limited. The Group participated in the fund by way of subscribing to a 29.4% and 19.57% interest in the outstanding performance notes. In 2005, the Group invested into 3 container vessel projects namely Falcon, Fortitude and Union. Through shipping investment management, debt arrangement and fund administration, the department recorded total income of US$8,997k (2004: US9,594k).Adetailedbreakdownofthemajorincomeisasfollows:US9,594k). A detailed breakdown of the major income is as follows: US1,785k as arrangement and project management fees (2004: US1,344k),US1,344k), US65k as agency fee (2004: US63k),US63k), US2,552k as fund management fee (2004: US1,415k)andUS1,415k) and US4,500k as investment return (2004: US6,682k).Asat31stDecember2005,thetotaloutstandinginvestmentintheships/shippingfundwasUS6,682k). As at 31st December 2005, the total outstanding investment in the ships/shipping fund was US9.7m (2004: US$4,247k). The directors are of the view that the shipping market would remain opportunistic in the short term driven by China’s continued economic prosperity. The anticipated increase in vessel supply is expected to put pressure on capital values and freight rates. In the medium term, the Group will exercise greater degree of caution in future investments and dispositions. 3. Distressed Assets Investment The distressed assets investment department carries out the acquisition and disposition of non- performing loans (NPLs) for the Group and for the managed funds. There was no recovery in 2005 from NPLs invested directly by the Group (2004: US$1,862k). Only moderate NPL investments were made in 2005 due primarily to a change in market dynamics and increased investment risk. AAA Strategic Investment Limited (AAA) is a co-investment fund administrated by the Group in participation with a Japanese financial institution. Contribution from AAA to the Group amounted to US1,019kin2005(2004:US1,019k in 2005 (2004: US405k). As at 31st December 2005, the nominal value of the notes issued by AAA was US5,293k(2004:US5,293k (2004: US5,644k) of which the Group’s participation reached US1,746k(2004:US1,746k (2004: US1,793k). The directors are of the view that investing into NPLs has become less attractive. As a result, the Group has extended from investment in NPLs to distressed real estate projects. The Group is currently conducting investment and due diligence on real estate projects in Asia. 4. Real Estate Investment Management in Japan The Group’s property investment in Japan is conducted through Capital Advisers Co., Limited (CA), an associated company in which the Group maintains an equity interest of 44.8%. As at 31st December 2005, the Group’s outstanding investment in CA totaled US6,585k(2004:US6,585k (2004: US6,928k) including US$756k as shareholders’ loan (2004: US$4,781k). Net Contribution from CA to the Group in 2005 was US570k(2004:US570k (2004: US96k). B-3 APPENDIX B – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 DIRECTOR’S REPORT TO THE SHAREHOLDERS OF UNI-ASIA FINANCE CORPORATION (Continued) Operating and Financial Review (continued) 4. Real Estate Investment Management in Japan (continued) CA focuses on investment in residential projects and limited service hotels through the arrangement of new property funds or existing property funds advised, administrated and managed by the company. The company would take minority equity participations in the projects. As at 31st December 2005, CA had invested JPY1,533m (2004: JPY1,209m) direct or indirectly in Japanese properties generating JPY949m (2004: JPY478m) in total income during the year. Profit before taxation was JPY276m (2004: JPY58m). In 2005, the property funds under CA’s management reached JPY43.7 billion with an increase of JPY23.6 billion from the previous year. Also, CA has entered into the hotel operation business in August, 2005 by purchasing all the shares of the hotel operating company, Sun–Vista. The directors are of view that the Japan real estate market will continue to improve. CA will continue to expand its real estate fund business and the hotel operation business in 2006 targeting sales of JPY2,293m and ordinary income of JPY554m. The Group reported a net profit before tax of US9,918k(2004:US9,918k (2004: US8,114k) after factoring in total expenses of US8,903k(2004:US8,903k (2004: US6,985k) of which US575k(2004:US575k (2004: US103k) was attributable to the listing exercise in Hong Kong in 2005. On behalf of the board Kazuhiko Yoshida Managing Director, Chief Executive Officer Hong Kong, 16th June 2006 B-4 APPENDIX B – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 AUDITORS’ REPORT TO THE SHAREHOLDERS OF UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) We have audited the accompanying consolidated balance sheet of Uni-Asia Finance Corporation (the “Company”) and its subsidiaries (together, the “Group”) as of 31 December 2005 and the related consolidated statement of income, cash flows and changes in shareholders’ equity for the year then ended. These financial statements set out on pages 5 to 47 are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit and to report our opinion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the accompanying consolidated financial statements give a true and fair view of the financial position of the Group as of 31 December 2005, and of the results of its operations and cash flows for the year then ended in accordance with International Financial Reporting Standards. PricewaterhouseCoopers Certified Public Accountants Hong Kong, 16th June 2006 B-5 APPENDIX B – AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2005 Note 2005 2004 US$’000 US$’000 ASSETS Non-current assets Property, plant and equipment 16 147 122 Loans receivable 17 50 150 Investments 18 15,437 8,289 Investments in associates 20(a) 6,648 6,928 Amounts due from associates 31(h) 756 4,781 23,038 20,270 Current assets Loans receivable 17 100 1,200 Rental and utility deposits paid 433 227 Deposits pledged as collateral 32 10,082 12,614 Accounts receivable 21 465 93 Prepaid expenses 267 247 Interest receivable 20 54 Cash and bank balances 22 27,544 24,000 38,911 38,435 Total assets 61,949 58,705 EQUITY Capital and reserves attributable to equity holders of the company Share capital 23 28,000 28,000 Retained earnings 21,956 12,517 Total equity 49,956 40,517 The notes on pages 11 to 47 are an integral part of these consolidated financial statements. B-6 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED BALANCE SHEET (Continued) AS AT 31 DECEMBER 2005 Note 2005 2004 US$’000 US$’000 LIABILITIES Non-current Liabilities Deferred tax liabilities 11(b) 264 178 264 178 Current Liabilities Amount due to associate 31(g) 11 – Borrowings 26 9,041 12,526 Accounts payable 25 227 2,267 Accrued expenses 2,023 1,783 Tax payable 427 34 Dividend payable 13,24 – 1,400 Total current liabilities 11,729 18,010 Total equity and liabilities 61,949 58,705 Approved by board of directors on 16 June 2006 and signed on its behalf by: …………………….…. ………………………. Director Director The notes on pages 11 to 47 are an integral part of these consolidated financial statements. B-7 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 Note 2005 2004 US$’000 US$’000 Fee income 5 12,234 5,599 Investment returns 6 5,011 6,682 Income from defaulted loans – 1,862 Interest income 7 936 339 Other income 86 317 Total income 18,267 14,799 Employee benefits expense 10 (5,481) (5,087) Depreciation expense 16 (106) (77) Other expenses 8 (3,316) (1,821) Reversal of impairment loss on loans receivable – 250 Gain on disposal of fixed assets 2 – (8,901) (6,735) Operating profit 9,366 8,064 Finance costs - interest expense 7 (42) (46) Share of profit of associates after tax 9 594 96 Profit before income tax 9,918 8,114 Income tax expense 11 (479) (179) Profit for the year 9,439 7,935 Earnings per share for profit attributable to the equity holders of the company during the year - basic and diluted 14 US0.337US0.337 US0.283 The notes on pages 11 to 47 are an integral part of these consolidated financial statements. B-8 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEAR ENDED 31 DECEMBER 2005 Note 2005 2004 US$’000 US$’000 At the beginning of the year 40,517 33,982 Net investment hedge (879) 262 Currency translation difference 879 (262) Profit for the year 9,439 7,935 Dividend 13 – (1,400) At the end of the year 24 49,956 40,517 The notes on pages 11 to 47 are an integral part of these consolidated financial statements. B-9 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 Note 2005 2004 US$’000 US$’000 Cash flows from operating activities Cash generated from operations 28(a) 1,733 2,628 Interest received on bank balances 927 300 Income tax paid (1) – Net cash generated from operating activities 2,659 2,928 Cash flows from investing activities Cash flows from investments: Purchase of investment (9,825) (4,642) Proceeds from sales of investments 2,911 2,619 Dividend received from investments 2 2,929 Cash flows from associates: Repayment of principal and interest from loans to associate 4,085 4,937 Cash flows from other investing activities: Purchase of fixed assets (134) (107) Loans advanced – (1,100) Loan repayments received 1,200 1,969 Interest received from syndicated loans 48 37 Proceeds from sale of defaulted loans – 1,584 Decrease in deposits pledged as collateral 2,533 4,630 Proceeds received from interest on performance notes 4,359 2,702 Purchase of foreign exchange contracts (25,433) (10,265) Proceeds from settlement of foreign exchange contracts 25,499 10,325 Net cash generated from investing activities 5,245 15,618 The notes on pages 11 to 47 are an integral part of these consolidated financial statements. B-10 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED CASH FLOW STATEMENT (Continued) FOR THE YEAR ENDED 31 DECEMBER 2005 Note 2005 2004 US$’000 US$’000 Cash flows from financing activities Interest paid on borrowings (45) (45) Proceed from borrowings – 1,053 Repayment of borrowings (3,485) (4,758) Dividend paid to company shareholders (1,400) (840) Net cash used in from financing activities (4,930) (4,590) Increase in cash equivalents 2,974 13,956 Movements in cash and cash equivalents: Cash and cash equivalents at beginning of year 24,000 10,006 Net increase in cash and cash equivalents 2,974 13,956 Effects of exchange rate changes 570 38 Cash and cash equivalents at end of the year 22 27,544 24,000 The notes on pages 11 to 47 are an integral part of these consolidated financial statements. B-11 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 1 General information Uni-Asia Finance Corporation (the “Company”) and its subsidiaries (together, the “Group”) principal activities are the arrangement of, acting as agent of and participation in syndicated commercial loans, arrangement, management and co-investment in development and trading of Japanese property assets and the acquisition, management and disposal of distressed Asian assets and shipping business. The Company is an exempted company incorporated in the Cayman Islands on 17th March 1997 with limited liability. 2 Summary of significant accounting policies The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. (a) Basis of preparation The consolidated financial statements of Uni-Asia Finance Corporation have been prepared in accordance with International Financial Reporting Standards (IFRS). The consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. The areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4. Interpretations and amendments to published standards effective in 2005 The following amendments and interpretations to standards are mandatory for the Group’s accounting periods beginning on or after 1st January 2005: - IFRIC 2, Members’ Shares in Co-operative Entities and Similar Instruments (effective from 1st January 2005); - SIC 12 (Amendment), Consolidation – Special Purpose Entities (effective 1st January 2005); and - IAS 39 (Amendment), Transition and Initial Recognition of Financial Assets and Financial Liabilities (effective from 1 January 2005). Management assessed the relevance of these amendments and interpretations with respect to the Group’s operations and concluded that they are not relevant to the Group. Standards, interpretations and amendments to published standards that are not yet effective Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the Group’s accounting periods beginning on or after 1st January 2006 or later periods but which the Group has not early adopted, as follows: B-12 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (a) Basis of preparation (Continued) IAS 39 (Amendment) The Fair Value Option (effective from 1 January 2006). This amendment changes the definition of financial instruments classified at fair value through profit or loss and restricts the ability to designate financial instruments as part of this category. The Group believes that this amendment should not have a significant impact on the classification of financial instruments, as the Group should be able to comply with the amended criteria for the designation of financial instruments at fair value through profit and loss. The Group will apply this amendment from annual periods beginning 1 January 2006 IFRS 7, Financial Instruments: Disclosures, and a complementary Amendment to IAS 1, Presentation of Financial Statements - Capital Disclosures (effective from 1 January 2007). IFRS 7 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk. It replaces IAS 30, Disclosures in the Financial Statements of Banks and Similar Financial Institutions, and disclosure requirements in IAS 32, Financial Instruments: Disclosure and Presentation. It is applicable to all entities that report under IFRS. The amendment to IAS 1 introduces disclosures about the level of an entity’s capital and how it manages capital. The Group assessed the impact of IFRS 7 and the amendment to IAS 1 and concluded that the main additional disclosures will be the sensitivity analysis to market risk and the capital disclosures required by the amendment of IAS 1. The Group will apply IFRS 7 and the amendment to IAS 1 from annual periods beginning 1 January 2007. (b) Consolidation (i) Subsidiaries Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statement. Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. B-13 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (b) Consolidation (Continued) (ii) Associates Associates are all entities, other than those investment where IAS 28 does not apply, over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% to 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognized at cost. The Group’s investments in associates are detailed in Note 20. The Group’s share of its associates’ post-acquisition profits or losses is recognized in the income statement, and its share of post-acquisition movements in reserves is recognized in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associates, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. Investments held by venture capital or similar entities are excluded from the scope of IAS 28 where those investments are designated, upon initial recognition, as at fair value through profit or loss and are accounted for in accordance with IAS 39. Certain investments of the Group have applied this scope exemption with changes in fair value recognised in profit or loss in the period of change. The directors have determined that the Group does not carry on its business through these associates. (c) Revenue and other income recognition Arrangement fees are recognized on delivery and upon completion of the transaction when all obligations associated with the transaction are completed and when the amount of revenue can be measured reliably. Agency fees and commissions are recognized when pre-agreed duties and functions of acting as an agent has been rendered. Project management fees are recognized on an accruals basis. Administration / Agency Fee / Incentive fee from distressed Loans are recognized as they crystallize according to the pre-agreed terms of contract. Interest Income is recognized on a time-proportion basis using the effective yield basis. B-14 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (d) Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation. Leasehold improvements are depreciated over the remaining period of the lease while all other fixed assets are depreciated at the following rates on a straight-line basis, which is deemed sufficient to write off their costs to their residual values over their estimated useful lives: office equipment at 33 1/3% per annum and other fixed assets at 25% per annum. Gain and losses on disposals are determined by comparing proceeds with carrying amounts and are included in the consolidated income statement. (e) Financial Assets The Group classifies its financial assets in the following categories: at fair value through profit or loss and loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its assets at initial recognition and re-evaluates this designation at every reporting date. a) Financial assets at fair value through profit or loss This category has two sub-categories: ‘financial assets held for trading’ and those designated at fair value through profit and loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Derivatives are also categorised as ‘held for trading’ unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to be realized within 12 months of the balance sheet date. b) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. These are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans are classified as “Loans Receivable” in the balance sheet. Purchases and sales of investments are recognised at trade date - the date on which the Group commits to sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss, are initially recognised at fair value and transaction costs are expensed in the income statement. Investments are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. Financial assets at fair value through profit and loss are subsequently carried at fair value. B-15 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (e) Financial assets (Continued) Fair values for unquoted securities are estimated by the directors. In determining fair valuation, the directors make use of market-based information and fair valuation models such as discounted cash flow models. In many instances the directors also rely on financial data of investees and on estimates provided by the management of the investee companies as to the effect of future developments. Performance notes are investments with income and maturity values which fluctuate based on the distributions received from underlying assets, which are generally investments in property development companies, defaulted loans or shipping companies. Fair values of performance notes or other collective investment schemes are determined by the Group’s interest in the fair values of each scheme’s underlying assets. Gains and losses arising from changes in the fair value of all securities are recognized in the consolidated income statement as they arise. Although the directors use their best judgement in estimating the fair value of investments, there are inherent limitations in any estimation techniques. Future confirming events will also affect the estimates of fair value and the effect of such events on the estimates of fair value, including the ultimate liquidation of investments, could be material to these consolidated financial statements. (f) Cash and cash equivalents Cash and cash equivalents include cash in hand, bank balances and short term bank deposits with an original maturity of less than three months. (g) Borrowings Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. (h) Deferred taxation Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax, if it is not accounted for, arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. B-16 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (h) Deferred taxation (Continued) Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. (i) Employee benefits Pension obligations Group companies have various defined contribution pension schemes in accordance with the local conditions and practices in the countries in which they operate. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity (a fund) and will have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees benefits relating to employee services in the current and prior periods. For defined contribution plans, the Company pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. Once the contributions have been paid, the Company has no further payment obligations. The regular contributions constitute net periodic costs for the year in which they are due and as such are included in staff costs. (j) Derivative financial instruments and hedging activities Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as hedges of net investments in foreign operations. The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. B-17 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (j) Derivative financial instruments and hedging activities (Continued) (a) Net investment hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as Net Investment hedge are recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the consolidated income statement. Gains and losses accumulated in equity are included in the consolidated income statement when the foreign operation is disposed of. (b) Derivatives that do not qualify for hedge accounting Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in the consolidated income statement. (k) Foreign currency translation (a) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in United States Dollars, which is the Company’s functional and presentation currency. (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges. (c) Group companies The results and financial position of all the group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: B-18 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Summary of significant accounting policies (Continued) (k) Foreign currency translation (Continued) (c) Group companies (i) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and (ii) all resulting exchange differences are recognised as a separate component of equity. On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders’ equity. When a foreign operation is sold, exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss on sale. (iii) Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. (l) Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received form the lessor) are charged to the consolidated income statement on a straight-line basis over the period of the lease. (m) Dividend distributions Dividend distributions to the Company’s shareholders are recognised as a liability in the Group’s financial statements in the period in which dividends are approved. (n) Segment reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments. B-19 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3 Segment information Primary reporting format - business segments At 31 December 2005, the Group is organised on a worldwide basis into four main business segments (departments): (1) structured finance; (2) ship investment/management; (3) distressed assets investment/management; and (4) property investment/management. The segment results for the year ended 31 December 2005 are as follows: Distressed Ship assets Property Structured investment/ investment/ investment/ finance management management management Unallocated Group US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Income 7,165 8,997 1,019 186 900 18,267 Operating profits 4,710 6,920 22 (588) (1,698) 9,366 Share of profit of associates – 24 – 570 – 594 Finance costs - interest expenses – – – (42) – (42) Profit before income tax 4,710 6,944 22 (60) (1,698) 9,918 Less: income tax expenses (92) (92) – (295) – (479) Profit for the year 4,618 6,852 22 (355) (1,698) 9,439 Other segment items are as follows: Capital expenditure 26 37 24 2 44 133 Depreciation 43 22 14 1 26 106 The segment results for the year ended 31 December 2004 are as follows: Distressed Ship assets Property Structured investment/ investment/ investment/ finance management management management Unallocated Group US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Income 2,669 9,594 2,336 (99) 299 14,799 Operating profits 729 7,797 1,576 (421) (1,617) 8,064 Share of profit of associates – – – 96 – 96 Finance costs – interest expenses – (2) – (44) – (46) Profit before income tax 729 7,795 1,576 (369) (1,617) 8,114 Less: income tax expense – – – (179) – (179) Profit for the year 729 7,795 1,576 (548) (1,617) 7,935 Other segment items are as follows: Capital expenditure 21 29 20 2 35 107 Depreciation 41 1 8 12 15 77 B-20 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3 Segment information (Continued) The segment assets and liabilities as at 31 December 2005 for the year then ended are as follows: Distressed Ship assets Property Structured investment/ investment/ investment/ finance management management management Unallocated Group US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Segment assets 1,708 14,679 2,332 5,871 – 24,590 Associates – 63 – 6,585 – 6,648 Unallocated assets – – – – 30,711 30,711 Total assets 1,708 14,742 2,332 12,456 30,711 61,949 Segment liabilities 556 891 63 362 0 1,872 Unallocated liabilities – – – – 11,521 11,521 Total liabilities 556 891 63 362 11,521 13,393 The segment assets and liabilities as at 31 December 2004 for the year then ended are as follows: Distressed Ship assets Property Structured investment/ investment/ investment/ finance management management management Unallocated Group US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Segment assets 1,472 7,433 1,916 6,544 – 17,365 Associates – – – 6,928 – 6,928 Unallocated assets – – – – 34,412 34,412 Total assets 1,472 7,433 1,916 13,472 34,412 58,705 Segment liabilities 2,391 788 307 89 – 3,575 Unallocated liabilities – – – – 14,613 14,613 Total liabilities 2,391 788 307 89 14,613 18,188 Segment assets consist primarily of property, plant and equipment, receivables and operating cash. They exclude taxation, certain investments and cash and cash equivalents. The unallocated portion represents mainly cash balances held by the Group which is not distinguishable into any particular segment. Segment liabilities comprise operating liabilities and exclude items such as taxation and certain corporate borrowings. Capital expenditure comprises planned additions to property, plant and equipment (Note 16). B-21 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 3 Segment information (Continued) Secondary reporting format - geographical segments The Group’s four business segments operate in three main geographical areas, even through they are managed on a worldwide basis. Global - the global segment represents activities with assets or customers with no fixed location, which include shipping finance/investment/management. Asia (ex-Japan) - the Asia (ex-Japan) segment represents activities with assets or customers located in Asia (ex-Japan), which include structured finance, asset and shipping finance/investment/management and distressed Asian investments. Japan - the Japan segment represents activities with assets or customers located in Japan, and include real estate investment/management. 2005 2004 US$’000 US$’000 Income Global 8,918 8,353 Asia (ex-Japan) 3,052 6,156 Japan 5,397 (9) Unallocated 90 299 18,267 14,799 Total assets Global 14,742 7,433 Asia (ex-Japan) 4,040 3,388 Japan 5,872 6,544 Unallocated 30,710 34,412 55,364 51,777 Investments in associates 6,585 6,928 61,949 58,705 Capital expenditure 133 107 Income and total assets attributable to business segments are based on the country in which the customer is located. Income and assets not attributable to business segments are disclosed as unallocated. There are no sales between the segments. Total assets and capital expenditure are where the assets are located. B-22 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 4 Critical accounting estimates Estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Critical accounting estimates and assumptions The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are discussed below. Fair value of derivatives and other financial instruments The fair value of financial instruments that are not traded in an active market are determined by using valuation techniques. The Group uses its judgment in selecting methods and makes assumptions that are based on market conditions existing at each balance sheet date. The Group has used discounted cash flow analysis to value investments which were not traded in an active market. Management has used discount rates which it believes would be able to reasonably capture the expected recovery from the underlying projects. 5 Fee income 2005 2004 US$’000 US$’000 Corporate finance arrangement, brokerage and agency fees 8,138 3,881 Project Management fee 844 – Agency, advisory, administration and incentives fees from distressed loans (Note 31) 700 303 Administration and incentive fees from shipping investment management 2,552 1,415 12,234 5,599 Note: Contingent assets At 31st December 2003, the Company had been contracted to arrange finance for 10 container ships, for which the Company will collect a US685kfeeinrespectofeachship.CompletionfeesofUS685k fee in respect of each ship. Completion fees of US548k per ship totalling US5,548kweretobereceivedondeliveryandfinancingofeachship.Therewereonly2shipsdeliveredin2005whichhavebeenincludedasincomefortheyearended31stDecember2005andtheremainingcontingentassetofUS5,548k were to be received on delivery and financing of each ship. There were only 2 ships delivered in 2005 which have been included as income for the year ended 31st December 2005 and the remaining contingent asset of US4,452k at 31st December 2005 will be recognised as income in future years when circumstances are no longer contingent. B-23 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 6 Investment returns 2005 2004 US$’000 US$’000 Realized gains on investments 250 2,482 Return on performance notes - distressed debt (Note 31) 318 103 Return on performance notes - properties 47 35 Return on performance notes - shipping business (Note 31) 2,491 2,589 Gain on foreign exchange contracts and swap 67 63 Fair value adjustments on performance notes - distressed debt – 31 Fair value adjustments on performance notes - shipping business 2,423 1,600 Fair value adjustments on performance notes - properties 79 (221) Fair value adjustment on other investments (664) – 5,011 6,682 Investments measured at fair value through profit or loss include fair value adjustments and returns on performance notes. Return on performance notes comprises of interest income paid to note holders during the year. 7 Interest income and expense 2005 2004 US$’000 US$’000 Interest income from: – cash and cash equivalents 900 299 – participation in syndicated loans 36 40 936 339 Interest expense on: – borrowings 42 46 42 46 B-24 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 8 Other expenses 2005 2004 US$’000 US$’000 Rental expenses under operating leases: – office premises 601 376 Auditors’ remuneration 105 85 Traveling and entertainment 863 825 Net foreign exchange loss 453 20 Professional service fees – proposed initial public offering 575 103 Miscellaneous expenses 719 412 3,316 1,821 9 Results of associates The Group’s share of results of associates after taxation are as follows: 2005 2004 US$’000 US$’000 Capital Advisers Co. Ltd. 1,126 242 Less: share of tax of Capital Advisers Co. Ltd (Note 20) (556) (146) Uni Ship and Management Ltd. 29 – Less: Share of tax of Uni-Ship and Management Ltd. (Note 20) (5) – 594 96 10 Employee benefit expense 2005 2004 US$’000 US$’000 Salaries (including director’s remuneration) 4,817 4,490 Pension costs - defined contribution plans 145 114 Staff residencies, other welfare and allowances 519 483 5,481 5,087 B-25 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 10 Employee benefits expense (Continued) The weighed average number of employees is as follows: 2005 2004 US$’000 US$’000 Full time 27 25 Hong Kong 21 20 Japan 3 3 Singapore 3 2 27 25 11 Income tax expense and deferred taxation (a) Income tax expense 2005 2004 US$’000 US$’000 Current tax 393 1 Deferred tax 86 178 479 179 The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to the profits of the consolidated companies as follows: 2005 2004 US$’000 US$’000 Profit before tax 9,918 8,114 Domestic tax rates applicable to profits in the respective countries 1,736 1,420 Effect of different tax rates in other countries 359 103 Income not subject to tax (1,616) (1,344) Tax charge 479 179 Note: Income not subject to taxation is only included to the extent that it negates profits at group tax rate. Further adjustments are not made as the contingent tax asset is not accrued. B-26 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 11 Income tax expense and deferred taxation (Continued) (b) Deferred taxation Total US$’000 At 1 January 2004 – Charged to income statement 178 At 31 December 2004 178 Charged to income statement 86 At 31 December 2005 264 Deferred income tax assets are recognized for tax losses carried forward only to the extent that the realization of the related tax benefit is probable. The Group has tax losses of US$8,103k (2004: US8,897k)andUS8,897k) and US Nil (2004: US1k)fortheCompanyinHongKongandUni−AsiaFinanceCorporation(Japan)respectivelytocarryforwardagainstfuturetaxableincomeofthosecompanies,whichhavenotbeenrecognizedintheseconsolidatedfinancialstatementsduetouncertaintyoftheirrecoverability.12ProfitattributabletoshareholdersTheprofitattributabletoshareholdersisdealtwithintheconsolidatedfinancialstatementstotheextentofaprofitofUS1k) for the Company in Hong Kong and Uni-Asia Finance Corporation (Japan) respectively to carry forward against future taxable income of those companies, which have not been recognized in these consolidated financial statements due to uncertainty of their recoverability. 12 Profit attributable to shareholders The profit attributable to shareholders is dealt with in the consolidated financial statements to the extent of a profit of US9,439k and US7,935kfortheyearended2005and2004respectively.13DividendsThedividendspaidin2005and2004wereUS7,935k for the year ended 2005 and 2004 respectively. 13 Dividends The dividends paid in 2005 and 2004 were US1,400k and US840krespectively(US840k respectively (US 0.05/ US0.03pershare).Adividendinrespectoftheyearended31stDecember2005ofUS0.03 per share). A dividend in respect of the year ended 31st December 2005 of US0.05 per share amounting to a total dividend of US$1,400k was approved at the Board of Directors meeting on 13 January 2006. These financial statements do not reflect this dividend payable. 14 Earnings per share (a) Basic Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year. B-27 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 14 Earnings per share (Continued) (b) Diluted Diluted earnings per share is calculated adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive ordinary shares during the year. The Group has one category of potential ordinary shares: share options issued in 2004 by an associate company. These share options are not considered to have a dilutive effect on earnings per share. 2005 2004 US$’000 US$’000 Profit attributable to equity holders of the Company 9,439 7,935 Weighted average number of ordinary shares in issue 28,000 28,000 Earnings per share (US$ per share) - basic and diluted 0.337 0.283 15 Emoluments for directors and highest paid individuals (a) Directors’ emoluments 2005 2004 US$’000 US$’000 Fees 1,223 1,116 Other emoluments: Basic salaries, housing allowances and other allowances and benefits in kind 275 249 Discretionary bonuses 750 750 Contributions to pensions schemes for directors (and past directors) - as directors 3 3 2,251 2,118 There were 3 independent non-executive directors were appointed to the Group during the year. B-28 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 15 Emoluments for directors and highest paid individuals (Continued) The emoluments of the directors fell within the following bands. Number of Number of directors directors 2005 2004 Emoluments bands US$ Nil – US$15,000 8 5 US$15,001 – US$ 600,000 – – US$600,001 – US$700,000 – 1 US$700,001 – US$800,000 3 2 11 8 (b) Five highest paid individuals The five individuals whose emoluments were the highest in the Group for the year include 3 (2004: 3) directors whose emoluments are reflected in the analysis presented above. The emoluments payable to the remaining 2 (2004: 2) individuals are as follows: 2005 2004 US$’000 US$’000 Basic salaries, housing allowances and other allowances and benefits in kind 446 574 Bonuses 627 550 Pensions 20 40 1,093 1,164 The emoluments fall within the following bands: Number of individuals 2005 2004 Emoluments bands US$300,000 – US$450,000 1 1 US$450,001 – US$700,000 – 1 US$700,001 – US$750,000 1 – 2 2 (c) No emoluments were paid in both 2004 and 2005 by the companies comprising the Group to any of the directors or the five highest paid individuals as an inducement to join or upon joining the Group or as compensation for loss of office. B-29 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 16 Property, plant and equipment Leasehold Furniture improve- Office and Motor ments equipment fixtures vehicles Total US$’000 US$’000 US$’000 US$’000 US$’000 Cost At 1 January 2005 385 321 61 64 831 Additions 2 38 – 93 133 Disposals – (2) – (64) (66) Exchange translation (8) (2) – – (10) Written off (9) (96) (8) – (113) At 31 December 2005 370 259 53 93 775 Accumulated depreciation At 1 January 2005 356 229 60 63 708 Charge 27 57 1 21 106 Disposals – (1) – (64) (65) Exchange translation (6) (2) – – (8) Written off (9) (96) (8) – (113) At 31 December 2005 368 187 53 20 628 Net book value At 31 December 2005 2 72 0 73 147 Cost At 1 January 2004 336 261 61 64 722 Additions 49 58 – – 107 Exchange translation – 2 – – 2 At 31 December 2004 385 321 61 64 831 Accumulated depreciation At 1 January 2004 323 185 58 64 630 Charge 31 45 1 – 77 Exchange translation 2 – – – 2 At 31 December 2004 356 230 59 64 709 Net book value At 31 December 2004 29 91 2 – 122 B-30 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 17 Loans receivable 2005 2004 US$’000 US$’000 Participation in loans Repayable within one year Interest rate at: LIBOR plus 1.25% p.a. (2004: LIBOR plus 1.25% p.a.) 100 100 Nil (2004: 5% unsecured) – 1,100 100 1,200 Participation in loans Repayable between one and two years Interest rate at: LIBOR plus 1.25% p.a. (2004: LIBOR plus 1.25% p.a.) 50 150 50 150 Loans receivable 150 1,350 The carrying amount of the loans approximates their fair value. Income from defaulted loans is detailed in the consolidated income statement. 2005 2004 US$’000 US$’000 Cash recovered – 1,862 B-31 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 18 Investments 2005 2004 US$’000 US$’000 Non-Hong Kong Unlisted shares 191 191 Unlisted shares - shipping business (Note (a) below) 3,699 1,451 Unlisted performance notes - properties investment (Note 31(e)) 55 607 Unlisted performance notes - distressed debt (Note 31(e)) 1,746 1,793 Unlisted performance notes – shipping (Note 31(e)) 9,746 4,247 15,437 8,289 Note: (a) Within unlisted shares - shipping business are investments totalling US$3,664k (2004: US$451k) in two shipping companies which own and run cargo ships respectively. Country/place Issued and fully and date of paid up share % of Name incorporation capital holdings Principal activities Niigata Seimitsu Japan JPY3,874,300,000 0.2% Manufacturing Co. Ltd. 17 January 1981 electronic devices EuroAsia II Inc., Panama US$10,000 15% Shipping investment and Panama 12 April 2002 management EuroAsia III Inc., Panama US$10,000 15% Shipping investment and Panama 12 April 2002 management AP Real Estate Cayman Islands US$1,000 5.9% Japanese property Ltd. 12 April 2000 investment and management RS Property Cayman Islands US$1,000 10% Japanese property Investment 28 August 2000 investment and management B-32 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 18 Investments (Continued) Country/place Issued and fully and date of paid up share % of Name incorporation capital holdings Principal activities Searex Asset British Virgin Islands US$1,000 Series 1: Shipping investment and Management 30 December 2003 29.4% management Limited Series 2: 19.57% AAA Strategic Cayman Islands US$1,000 Series 1: Distressed debts Investment 26 July 2001 20% investment and Limited Series 2: management 33% Fortitude Panama US$1,000 38% Shipping owning Containership 26 November 2004 and chartering S.A. Union Panama US$1,000 38% Shipping owning Containership 26 November 2004 and chartering S.A. Falcon Panama US$1,000 38% Shipping owning Containership 26 November 2004 and chartering S.A. 19 Derivative financial Instruments a) Forward foreign exchange contracts There were no outstanding contracts at 31 December 2005 (2004: Nil). Gains and losses on forward foreign exchange contracts are recognised directly in the consolidated income statement. b) Interest Rate Swaps There were no outstanding contracts at 31 December 2005 (2004: Nil). Gains and losses on interest rate swaps are recognised directly in the consolidated income statement. c) Hedge of net Investment in foreign entity The Group’s Yen-denominated borrowing is designated as a hedge of the net investment in an associate of the Group, Capital Advisers Co, Ltd. The fair value of the borrowing was JPY1,065m The foreign exchange loss US879k(2004:US879k (2004: US262k gain) on translation of the borrowings to US dollar at balance sheet date was recognised in reserves in shareholders equity (Note 24). B-33 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20 Investments in associates (a) Movement of investments in associates 2005 2004 US$’000 US$’000 Capital Advisers Co. Ltd. At the beginning of year 6,928 6,576 Share of results after tax 570 96 Exchange differences (913) 256 Investments in associates at end of the year 6,585 6,928 2005 2004 US$’000 US$’000 Uni-Ships and Management Ltd. At the beginning of year – – Investment in associate 39 – Share of results after tax 24 – Investments in associates at end of the year 63 – 6,648 6,928 (b) Summary of significant associates’ assets, liabilities and results A summary of Capital Advisers Co. Ltd.’s assets, liabilities and results are as follows: 2005 2004 US$’000 US$’000 Investments in property related projects 13,018 11,755 Cash and cash equivalents 6,240 7,494 Other assets 12,181 6,588 Total assets 31,439 25,837 Amount due to Uni-Asia Finance Corporation (756) (4,781) Other liabilities (15,956) (5,562) Minority interest (29) (29) Shareholders’ equity (of which Company has 44.8% interest, 2004: 44.8%) 14,698 15,465 Shareholders’ equity - Company’s 44.8% interest 6,585 6,928 B-34 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20 Investments in associates (Continued) For the For the year ended year ended 31 December 31 December 2005 2004 US$’000 US$’000 Results to 31 December 2005, translated at an average rate of JPY110.85 (2004: JPY114.00) to US$1: Revenue 11,382 4,539 Staff costs (2,354) (1,974) Interest expense (201) (210) Other expenses (6,314) (1,815) Profit before tax 2,513 540 Taxation (1,241) (325) Profit after tax 1,272 215 Profit before tax - Company’s interest 1,126 242 Taxation - Company’s interest (556) (146) Profit after tax - Company’s interest (of which Company has 44.8% interest, 2004: 44.8%) 570 96 A summary of Uni Ships and Management Limited’s assets, liabilities and results are as follows: 2005 2004 US$’000 US$’000 Cash and cash equivalents 231 – Other assets 10 – Total assets 241 – Other liabilities (32) – Shareholders’ equity (of which Company has 30% interest) 209 – Shareholders’ equity - Company’s 30% interest 63 – B-35 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20 Investments in associates (Continued) For the For the year ended year ended 31 December 31 December 2005 2004 US$’000 US$’000 Revenue 229 – Other expenses (131) – Profit before tax 98 – Taxation (17) – Profit after tax 81 – Profit before tax - Company’s interest 29 – Taxation - Company’s interest (5) – - Profit after tax - Company’s interest (of which Company has 30%) 24 – (c) Details of associates As at 31 December 2005, details of the associates, all of which are unlisted, were as follows: Country/place Issued and Attributable Principal activities and date of fully paid up equity and place of Name incorporation share capital interest operation Indirectly held: Capital Advisers Japan JPY892,500,000 44.8% Japanese property Co. Ltd. 24 February 2000 common shares investment and management Japan Directly held: Uni-Ships and Hong Kong HK$1,000,000 30% Hong Kong Project Management 25 January 2005 common shares management for Ltd. vessels B-36 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20 Investments in associates (Continued) (d) Amounts due from associates The amounts due from associates constituted the principal balance and interest accrued on an unsecured revolving short term loan facility of US756kequivalenttoJPY89m(2004:US756k equivalent to JPY89m (2004: US4,754k equivalent to JPY489m). The interest rate was revised to 1.375% per annum. Interest charged on amounts due from associates for the year was US60k(2004:US60k (2004: US101k). (e) Amounts due to associates The amounts due to associate are unsecured, interest free and with no fixed repayment terms. 21 Accounts receivable In general, the Group grants a credit period of 7 to 60 days to its customers. The aging analysis of the accounts receivable is as follows: 2005 2004 US$’000 US$’000 30 days or less 464 77 Over 90 days 1 16 465 93 22 Cash and bank balances 2005 2004 US$’000 US$’000 Cash at bank and in hand 5,565 1,942 Short term bank deposits 21,979 22,058 Cash and cash equivalents 27,544 24,000 The effective interest rate on short term bank deposits was 0.2% (2004: 1.15%) and these deposits have an average maturity of 35 days. B-37 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 23 Share capital 2005 2004 US$’000 US$’000 Authorized: 60,000,000 shares of US1each60,00060,000Issuedandfullypaid:28,000,000sharesofUS1 each 60,000 60,000 Issued and fully paid: 28,000,000 shares of US1 each 28,000 28,000 24 Reserves Share Retained Exchange Note capital earnings difference Total US$’000 US$’000 US$’000 US$’000 Balance at 1st January 2005 28,000 12,517 – 40,517 Net investment hedge – – (879) (879) Currency translation difference – – 879 879 Profit for the year and total recognized income for 2005 – 9,439 – 9,439 Balance at 31st December 2005 28,000 21,956 – 49,956 Balance at 1st January 2004 28,000 5,982 – 33,982 Net investment hedge – – 262 262 Currency translation difference – – (262) (262) Profit for the year and total recognized income for 2004 – 7,935 – 7,935 Dividend 13 – (1,400) – (1,400) Balance at 31st December 2004 28,000 12,517 – 40,517 B-38 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 25 Accounts payable The aging analysis of the accounts payable is as follows: 2005 2004 US$’000 US$’000 30 days or less 226 2,246 Between 31-60 days – 3 Between 61-90 days 1 – Over 90 days – 18 227 2,267 26 Borrowings 2005 2004 US$’000 US$’000 Term borrowings matured within one year – 1,053 Revolving secured loan due within one year 9,041 11,473 9,041 12,526 Included in borrowings is a secured loan of JPY1.065 billion (approximately US9,041k)collateralizedbyacashdepositofUS9,041k) collateralized by a cash deposit of US10,082k with the same financial institution (2004: a loan of JPY1.18 billion, (approximately US11,473k)collateralizedbyUS11,473k) collateralized by US12,614k). Fair value of borrowings approximate the carrying amounts due to their being floating rate instruments and no changes to the Group’s credit risk. 2005 2004 Weighted average effective interest rates: Bank borrowing - JPY 0.34% 0.34% Bank borrowing - US$ 2.97% 2.84% Cash deposit 0.20% 1.15% B-39 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 26 Borrowings (Continued) The borrowings of the Group are at floating JPY LIBOR rates: 2005 2004 US$’000 US$’000 Term borrowings matured within one year – 1,053 Revolving secured loan due within one year 9,041 11,473 Total borrowings 9,041 12,526 27 Subsidiary companies (a) Details of principal investments in subsidiaries Details of the principal subsidiaries within the Group at the date of this report are as follows: Country/place Issued and Attributable Principal activities and date of fully paid up equity and place Name incorporation share capital interest of operation Directly held: Uni-Asia Capital Singapore US$1,000,000 100% Ship chartering (Singapore) 7 August 1997 arrangement Limited Off-Shore British Virgin Islands US$1 100% Holding and Property 23 April 1998 investment company Investment BVI Corporation Uni-Asia Hong Kong HKD20 100% Inactive Services and 27 June 1997 Hong Kong Agency Limited Indirectly held: Uni-Asia Finance Japan JPY 10,000,000 100% Corporate finance Corporation 9 November 1998 services Japan (Japan) (b) Amounts due from subsidiaries The amounts due from subsidiaries are unsecured, at an interest rate of 2% per annum. B-40 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 27 Subsidiary companies (Continued) (c) Amounts due to subsidiaries The amounts due to subsidiaries are unsecured, interest free and with no fixed repayment terms. 28 Cash generated from operations (a) Reconciliation of profit before taxation to cash generated from operations 2005 2004 US$’000 US$’000 Profit before taxation 9,918 8,114 Adjustments for: Depreciation 106 77 Interest income (940) (339) Interest expenses 42 46 Results of associates (594) (96) Interest from loans to associate (60) (86) Net foreign exchange loss 452 20 Increase in rental and utility deposits paid (207) (33) (Increase)/decrease in accounts receivable (165) 552 Increase in prepaid expenses (19) (38) (Decrease)/increase in accounts payable (2,038) 1,924 Increase in accrued expenses 240 1,281 Increase in amount due to associates 11 – Decrease in deferred income (2) – Recovery on loans and interest receivable – (250) Investment returns (5,011) (6,682) Income from defaulted loans – (1,862) Cash generated from operations 1,733 2,628 (b) Major non-cash transactions During the year ended 31 December 2005, the share of taxation of associate amounted to US$561k (2004: US$146k). B-41 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 29 Financial risk management (a) Financial risk factors The Group holds monetary assets and liabilities, transacts in foreign exchange transactions with third parties and has mismatched Yen denominated assets and liabilities. All these operations give rise to risk exposures. Financial instruments traded or held include cash and cash equivalents, investments, loans and receivables and borrowings. Forward rate agreements are used to manage the Group’s own exposures to foreign exchange risk as part of its asset and liability management process. The principal derivative instruments used by the Group are foreign exchange rate related contracts. Most of the Group’s derivative positions have been entered into to hedge investments in subsidiaries. (i) Market risk Market risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market prices, whether those changes are caused by factors specific to the individual financial instrument or by factors affecting all financial instruments traded in or indexed to a market. The Group is exposed to market risk on financial instruments that are valued at market prices and primarily consist of investments, loans, property development projects and marketable securities. (ii) Foreign exchange risk The Group has certain investments in Japan, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Group’s foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies. (iii) Interest rate risk Interest rate risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market interest rates and the cash flow risks associated with the variability of cash flows from floating rate financial instruments. The Group is exposed to interest rate risk primarily from interest rate re-pricing differences between customers’ loans, borrowings, cash and cash equivalents and shareholders’ capital. (iv) Credit risk Credit risk is the risk of loss resulting from the failure of counterparties to meet the terms of their obligations. The Group is exposed to credit risk through loans and investments, and through counterparty default risk on transactions, including foreign exchange transactions in the process of settlement. B-42 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 29 Financial Risk Management (Continued) (v) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. (b) Risk management The Group’s principal risks are market risk, credit risk and foreign exchange risk. The directors consider the interest rate risk and liquidity risk of the Group to be immaterial. Market risk and credit risk The Group seeks to minimise these risks by performing detailed reviews of loan counterparties or asset issuers prior to purchase approval, and by either selling on participated loans to other parties or entering into offsetting loans payable when the directors wish to preserve the Group’s liquidity. The Group seeks to minimize adverse movements in market price of financial instruments by extensive due diligence procedures to ensure acquisition at prices below their perceived fair value. Foreign exchange and interest rate risk The directors review their currency exposures and enter into foreign currency forward contracts when considered necessary to hedge against adverse currency movements. The Group uses the following derivative instruments for both hedging purposes: Forward rate agreements are individually negotiated interest rate futures that call for a cash settlement at a future date for the difference between a contracted rate of interest and the current market rate, based on a notional principal amount. Currency and interest rate swaps are commitments to exchange one set of cash flows for another. Swaps result in an economic exchange of currencies or interest rates (for example, fixed rate for floating rate) or a combination of all these (i.e. cross-currency interest rate swaps). No exchange of principal takes place, except for certain currency swaps. The Group’s credit risk represents the potential cost to replace the swap contracts if counterparties fail to perform their obligation. This risk is monitored on an ongoing basis with reference to the current fair value, a proportion of the notional amount of the contracts and the liquidity of the market. To control the level of credit risk taken, the Group assesses counterparties using the same techniques as for its lending activities. Liquidity risk The Group will maintain sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. B-43 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 29 Financial Risk Management (Continued) (c) Fair value estimation The fair value of financial instruments traded in active is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets held by the Group is the current bid price. The fair value of financial instruments that are not traded in an active market (for example, over- the-counter derivatives) is determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the balance sheet date. The nominal value less impairment provision of trade receivables and payables are assumed to approximate their fair values. 30 Commitments (a) Capital commitments Capital expenditure contracted for at the balance sheet date but not yet incurred are as follows: 2005 2004 US$’000 US$’000 Motor vehicle – 81 Leasehold Improvement 515 – (b) Lease commitments Commitments, under non-cancellable operating leases with a term of more than one year, fall due: 2005 2004 US$’000 US$’000 Within one year 1,096 643 Later than one year and not later than five years 1,156 399 2,252 1,042 B-44 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 30 Commitments (Continued) (c) Investment commitments 2005 2004 US$’000 US$’000 Un-drawn investment commitments at 31st December – 12,484 Investment for Harmonic Shipping 4 – Shareholder Loans 1,283 – The Company committed to purchase 38% of the share capital of Harmonic Shipping whose principal activity is the owning of ships. Shareholder loans represent the outstanding balance of maximum commitment to Fortitude Containership S.A., Union Containership S.A. and Falcon Containership S.A. as contained in the shareholders loan agreement dated 15 August 2005. 31 Related party transactions Related parties include investments, associates and property development projects held for sale where the Group holds a beneficial interest in, and is also contracted as a service provider to manage or administer such investment, company, entity or property. Related party transactions are carried out under normal commercial terms and conditions and generate fee income as disclosed in Note 5, investment returns as disclosed in Note 6, directors’ remunerations and other allowances as disclosed in Note 15, investments in associates and amounts due from associates as disclosed in Note 20. Related party balances comprise the unlisted performance notes as disclosed in Note 18. The following transactions were carried out with related parties: 2005 2004 US$’000 US$’000 Agency, arrangement, administration and incentive fees from shipping finance, investment and management (Note (a)) 2,387 2,210 Agency, advisory, administration and incentive fees from distressed loans (Note (b)) 700 303 Administration service fee (Note (c)) 51 – Arrangment fee from shipping investment management (Note (d)) 1,982 – Return on performance notes – shipping business (Note (e)) 2,491 2,589 Return on performance notes – distressed debt (Note (e)) 318 103 Gain on sales of investment (Note (f)) 248 709 B-45 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 Related party transactions (Continued) 2005 2004 US$’000 US$’000 Amount due to associates (Note (g)) 11 – Amount due from associates (Note (h)) 756 4,781 Notes: (a) The Group is entitled to receive from Searex Asset Management Limited, an investment of the Group, the following fees: (i) a minimum administration fee of US$5,000 per month for each shipping asset owned by Searex Asset Management Limited, including the vessels being acquired which are subject of a memorandum of agreement, payable quarterly in advance. (ii) a brokerage fee of approximately 0.75% to 1.25% on the sum of the daily charter hire of a vessel. (iii) an incentive fee of approximately 10% of the sum of the net proceeds, accumulated cash balance and liabilities outstanding from the disposal of certain vessels. (iv) a loan arrangement fee of approximately 1% of the purchase price of a vessel. (b) The Group is entitled to receive from AAA Strategic Investment Limited, an investment of the Group, the following fees: (i) an administration fee of US75kperannumforperformancenotesseries1payablesemi−annuallyinadvanceandanadministrationfeeforperformancenotesseries2payablesemi−annuallyinadvanceintheamountofUS75k per annum for performance notes series 1 payable semi- annually in advance and an administration fee for performance notes series 2 payable semi- annually in advance in the amount of US50k for the full or partial issuance of performance notes each of the first three US5millionamountsuptoamaximumofUS5 million amounts up to a maximum of US150k. (ii) an agency fee of US25kperannumforperformancenotesseries1payablesemi−annuallyinadvance,andanagencyfeeforperformancenotesseries2,payablesemi−annuallyinadvance,intheamountofUS25k per annum for performance notes series 1 payable semi-annually in advance, and an agency fee for performance notes series 2, payable semi-annually in advance, in the amount of US50k per annum for the full or partial issuance of each of the first three US$5 million tranches of performance notes. (iii) an incentive fee, calculated on an asset by asset basis, in addition to the administration fee. The initial incentive fee is calculated as 20% of the cumulative cash recovered from each asset in excess of 110% of that asset’s initial cost. The subsequent incentive fee is calculated as twenty percent of additional cash recovered from each asset in excess of that asset’s additional cost. The incentive fee is calculated and paid semi-annually. B-46 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31 Related party transactions (Continued) (c) The Group is entitled to receive from Uni Ships and Management Limited (USML), an associated company of the Group, a monthly administration service fee of US$6,335 in respect to the administration, accounting and financial matters of USML. (d) The Group is entitled to receive from Fortitude Containership SA, Falcon Containership SA and Union Containership SA, investments of the Group, the following fees: (i) project arrangement fee being 1% of the contract price of the vessel. (ii) finance arrangement fee being 1% of the contract price of the vessel. (iii) administration fee of US7,000/month.(e)Performancenotesareredeemedsemi−annually,inwholeorinpart,calculatedbasedonnetcashrecoveredfromtheunderlyingassets.Performancenoteredemptionsaredeterminedbasedonthetotaloriginalcostofrecoveredassetslessthedeductionoffeesandotherexpensesincurredinrecoveryofsuchassets.Recoveryamountsfromassetsinexcessofthatrequiredforperformancenoterepaymentsarepaidoutasinterestonthoseperformancenotes.(f)InJune2005,theCompanydisposedofitsequityinterestinGladeMateInvestments,toarelatedparty,SearexAssetManagementLimited.(g)Theamountsduetoassociateareunsecured,interestfreeandhavenofixedrepaymentterms.(h)TheamountsduefromassociatesconstitutedloanstoCapitalAdvisersCo.Ltd.TheprincipalbalanceandinterestaccruedonanunsecuredrevolvingshorttermloanfacilityofUS7,000/month. (e) Performance notes are redeemed semi-annually, in whole or in part, calculated based on net cash recovered from the underlying assets. Performance note redemptions are determined based on the total original cost of recovered assets less the deduction of fees and other expenses incurred in recovery of such assets. Recovery amounts from assets in excess of that required for performance note repayments are paid out as interest on those performance notes. (f) In June 2005, the Company disposed of its equity interest in Glade Mate Investments, to a related party, Searex Asset Management Limited. (g) The amounts due to associate are unsecured, interest free and have no fixed repayment terms. (h) The amounts due from associates constituted loans to Capital Advisers Co. Ltd. The principal balance and interest accrued on an unsecured revolving short term loan facility of US756k equivalent to JPY89 million (2004: US$4,791k equivalent to JPY489 million). The interest rate was revised to 1.375% per annum since May 2004 Interest charged on amounts due from Capital Advisers Co. Ltd during the year was US$60k (2004: US101k).32DepositspledgedascollateralAsat31stDecember2005,theGrouphadUS101k). 32 Deposits pledged as collateral As at 31st December 2005, the Group had US10,082k (2004: US$12,614k) of deposits pledged as collateral against Japanese Yen denominated revolving bank loan facilities. 33 Post balance sheet events On 8 March 2006, Uni-Asia purchased 38% of share capital of Harmonic Shipping whose principal activity is the owning of ships. 34 Approval of the consolidated financial statements The consolidated financial statements were approved by the board of directors on 16th June 2006. B-47 APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 The consolidated financial statements for the year ended 31 December 2006 and the auditors’ report on the consolidated financial statements for the year ended 31 December 2006 were not prepared for purposes of inclusion in the Prospectus and, save for references to page numbers which have been altered to conform to the pagination of the Prospectus, have been reproduced and are set out on pages C-6 to C-51 and page C-5, respectively. C-1 APPENDIX C DIRECTORS’ REPORT TO THE SHAREHOLDERS OF UNI-ASIA FINANCE CORPORATION The directors submit their report together with the audited consolidated financial statements of Uni-Asia Finance Corporation (the “Company”) and its subsidiaries (together the “Group”) for the year ended 31st December 2006. General Information The principal activities of the Group are finance arrangement and investment management. The Group acted in the capacities of principal investor, finance arranger and fund administrator for various classes of alternative investments in ships, distressed assets and real estate. The main sources of income for the Group include fee income, investment returns, interest income and other income generated from the four departments/units listed below. – Structured Finance department focuses on finance arrangement in the shipping sector in Asia. The Group acts as the arranger, packager, charter broker and agent and participates in syndicated commercial loans and tax oriented leases. – Asset Finance department focuses on investment and management of ships including the acquisition and disposal of ships and the investment management of assets held by the Group and on behalf of third parties. – Distressed Assets Investment department focuses on investment and management activities in Asia including the acquisition and disposal of distressed Asian assets and the investment management of assets held by the Group and on behalf of third parties. – Real estate activities are conducted through our 44.8% owned associated company engaged in the investment and management of real estate projects in Japan including the arrangement of investment and co-investment in the development and trading of Japanese hotels, commercial and residential properties and the investment management of the properties held by the Group and on behalf of third parties. The Group is also seeking investment opportunities in new areas, projects or business where it will be able to capitalize on its finance packaging and investment expertise in ships and real estate. Operating and Financial Review 1. Structured Finance Structured finance activities are conducted mainly out of the Hong Kong and Tokyo offices. During the year, the Group arranged syndicated transactions totalling US$460m (2005: US930m).ThestructuredfinancedepartmentgeneratedarrangementandbrokeragefeeincomeofUS930m). The structured finance department generated arrangement and brokerage fee income of US5,707k (2005: US6,842k)andagencyfeesofUS6,842k) and agency fees of US258k (2005: US$289k). The directors are of the view that the business of finance arrangement will remain competitive and the Group will continue to focus on providing enhanced value added services to our clients. C-2 APPENDIX C – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 Operating and Financial Review (Continued) 2. Asset Finance The asset finance department is engaged in shipping investment management for the Group and for third parties. In December 2003, the Group ventured into shipping investment and acted as the investor and administrator of two investment facilities held under Searex Asset Management Limited. As at December 2006, the Group participated in the fund by way of subscribing to a 29.39% and 28.26% interest in the outstanding performance notes. In 2006, the Group also invested 46% in Sunrise Shipping S.A and 40.4% in Harmonic Shipping S.A. Through shipping investment management, debt arrangement and fund administration, the department recorded total income of US$11,013k (2005: US8,997k).Adetailedbreakdownofthemajorincomeisasfollows:US8,997k). A detailed breakdown of the major income is as follows: US1,289k as arrangement and project management fees (2005: US1,785k),US1,785k), US63k as agency fee (2005: US65k),US65k), US1,939k as fund management fee (2005: US2,552k)andUS2,552k) and US7,403k as investment return (2005: US4,500k).Asat31stDecember2006,thetotaloutstandinginvestmentintheships/shippingfundwasUS4,500k). As at 31st December 2006, the total outstanding investment in the ships/shipping fund was US18m (2005: US13.4m).Thedirectorsareoftheviewthattheshippingmarketwouldremainopportunistic.TheGroupisexpectedtolaunchanewshippingfundinSingaporeintheneartermandtolaunchnewshippingjointventurestogrowthesizeofthefundsundermanagement.3.DistressedAssetsInvestmentThedistressedassetsinvestmentdepartmentcarriesouttheacquisitionanddispositionofnon−performingloans(NPLs)fortheGroupandforthemanagedfunds.AAAStrategicInvestmentLimited(AAA)isaco−investmentfundadministratedbytheGroupinparticipationwithaJapanesefinancialinstitution.ContributionfromAAAtotheGroupamountedtoUS13.4m). The directors are of the view that the shipping market would remain opportunistic. The Group is expected to launch a new shipping fund in Singapore in the near term and to launch new shipping joint ventures to grow the size of the funds under management. 3. Distressed Assets Investment The distressed assets investment department carries out the acquisition and disposition of non- performing loans (NPLs) for the Group and for the managed funds. AAA Strategic Investment Limited (AAA) is a co-investment fund administrated by the Group in participation with a Japanese financial institution. Contribution from AAA to the Group amounted to US1,177k in 2006 (2005: US1,019k).Asat31stDecember2006,thenominalvalueofthenotesissuedbyAAAwasUS1,019k). As at 31st December 2006, the nominal value of the notes issued by AAA was US2,674k (2005: US$5,294k) of which the Group’s participation reached US$891k (2005: US$1,746k). The directors are of the view that investing into NPLs has become less attractive. As a result, the Group has extended from investment in NPLs to distressed and/or real estate projects. The Group is currently conducting investment and due diligence on real estate investments in Asia; in particular, China. C-3 APPENDIX C – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 Operating and Financial Review (Continued) 4. Real Estate Investment Management in Japan The Group’s property investment in Japan is conducted through Capital Advisers Co., Limited (CA), an associated company in which the Group maintains an equity interest of 44.8%. As at 31st December 2006, the Group’s outstanding investment in CA totaled US$8,397k (2005: US6,585k).NetContributionfromCAtotheGroupin2006wasUS6,585k). Net Contribution from CA to the Group in 2006 was US1,918k (2005: US$570k). CA focuses on investment in residential projects and limited service hotels through the arrangement of new property funds or existing property funds advised, administrated and managed by the company. The company would take minority equity participations in the projects. As at 31st December 2006, CA had invested JPY1,324m (2005: JPY1,534m) directly or indirectly in Japanese properties along with property of sales of generating JPY3,419m (2005: JPY1,262m) in total income during the year. Profit before taxation was JPY970m (2005: JPY279m). In 2006, the property funds under CA’s management reached JPY58.4 billion with an increase of JPY14.7 billion from the previous year. The directors are of view that the Japan real estate market will continue to improve. CA will continue to expand its real estate fund business and the hotel operation business in 2007. The Group reported a net profit before tax of US$11,831k (2005: US9,918k)afterfactoringintotalexpensesofUS9,918k) after factoring in total expenses of US9,485k (2005: US$8,901k). On behalf of the board Kazuhiko Yoshida Managing Director, Chief Executive Officer Hong Kong, 27 June 2007 C-4 APPENDIX C – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 AUDITORS’ REPORT TO THE SHAREHOLDERS OF UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) We have audited the accompanying consolidated financial statements of Uni-Asia Finance Corporation (the “Company”) and its subsidiaries (together, the “Group”) which comprise the consolidated balance sheet as of 31 December 2006 and the consolidated income statement, consolidated statement of changes in shareholders’ equity and consolidated cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory notes. Directors’ responsibility for the financial statements Directors are responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor’s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the 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 entity’s 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 financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit. Opinion In our opinion, the accompanying consolidated financial statements give a true and fair view of the financial position of the Group as of 31 December 2006, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards. PricewaterhouseCoopers Certified Public Accountants Hong Kong, 27 June 2007 (Partner-in-charge: Colin Shaftesley) C-5 APPENDIX C – AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2006 Note 2006 2005 US$’000 US$’000 ASSETS Non-current assets Property, plant and equipment 15 652 147 Loans receivable 16 2,500 50 Investments 17 19,249 15,437 Investments in associates 19(a) 8,472 6,648 Loan amounts due from associates 29(i) – 756 Deposit for purchase of vessel 3,944 – 34,817 23,038 Current assets Loans receivable 16 3,050 100 Rental and utility deposits paid 375 433 Deposits pledged as collateral 30 5,053 10,082 Accounts receivable 20 1,491 465 Derivative financial instruments 18 163 – Prepaid expenses 235 267 Interest receivable 74 20 Amount due from associates 29(j) 4 – Cash and bank balances 21 22,205 27,544 Tax receivable 105 – 32,755 38,911 Total assets 67,572 61,949 The notes on pages C12 to C51 are an integral part of these consolidated financial statements. C-6 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED BALANCE SHEET (Continued) AS AT 31 DECEMBER 2006 Note 2006 2005 US$’000 US$’000 EQUITY Capital and reserves attributable to equity holders of the company Share capital 22 28,000 28,000 Other reserves (223) – Retained earnings 31,989 21,956 Total equity 59,766 49,956 LIABILITIES Non-current Liabilities Deferred tax liabilities 11(b) 636 264 636 264 Current Liabilities Amount due to associate 29(j) 1 11 Borrowings 24 4,222 9,041 Accounts payable 23 278 227 Derivative financial instruments 18 144 – Accrued expenses 2,462 2,023 Tax payable 63 427 Total current liabilities 7,170 11,729 Total equity and liabilities 67,572 61,949 Approved by board of directors on 27 June 2007 and signed on its behalf by: Director Director The notes on pages C12 to C51 are an integral part of these consolidated financial statements. C-7 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2006 Note 2006 2005 US$’000 US$’000 Fee income 5 9,922 12,234 Investment returns 6 7,983 5,011 Interest income 7 1,543 936 Other income 22 86 Total income 19,470 18,267 Employee benefits expense 10 (6,084) (5,481) Depreciation expense 15 (278) (106) Other expenses 8 (3,107) (3,316) (Loss)/ gain on disposal of fixed assets (16) 2 (9,485) (8,901) Operating profit 9,985 9,366 Finance costs - interest expense 7 (83) (42) Share of profit of associates after tax 9 1,929 594 Profit before income tax 11,831 9,918 Income tax expense 11 (398) (479) Profit for the year 11,433 9,439 Earnings per share ($US per share) for profit attributable to the equity holders of the company during the year - basic and diluted 13 US0.408US0.408 US0.337 The notes on pages C12 to C51 are an integral part of these consolidated financial statements. C-8 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEAR ENDED 31 DECEMBER 2006 Share Retained Other Note capital earnings reserve Reserve Total US$’000 US$’000 US$’000 US$’000 US$’000 Balance at 1 January 2006 28,000 21,956 – – 49,956 Net investment hedge – – – (61) (61) Currency translation difference – – – 61 61 Profit for the year – 11,433 – – 11,433 IPO expense – – (223) – (223) Dividend paid 12 – (1,400) – – (1,400) Balance at 31 December 2006 28,000 31,989 (223) – 59,766 Balance at 1 January 2005 28,000 12,517 – – 40,517 Net investment hedge – – – (879) (879) Currency translation difference – – – 879 879 Profit for the year – 9,439 – – 9,439 Balance at 31 December 2005 28,000 21,956 – – 49,956 Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds of the IPO. Since the IPO process is still underway at 31 December 2006, the related incremental costs are shown as a direct balance under other reserve. The notes on pages C12 to C51 are an integral part of these consolidated financial statements. C-9 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2006 Note 2006 2005 US$’000 US$’000 Cash flows from operating activities Cash generated from Group’s operations 26(a) 444 1,733 Interest received on bank balances 1,197 927 Income tax paid (495) (1) Net cash generated from operating activities 1,146 2,659 Cash flows from investing activities Cash flows from investments: Purchase of investments (4,340) (9,825) Proceeds from sales of investments 3,830 2,911 Dividend received from investments – 2 Cash flows from associates: Repayment of principal and interest from loans to associate 758 4,085 Cash flows from other investing activities: Purchase of fixed assets (838) (134) Proceeds from disposal of fixed assets 38 – Deposit for purchase of vessel (3,944) – Loans advanced (16,930) – Loan repaid 11,530 1,200 Interest received from syndicated loans 291 48 Decrease in deposits pledged as collateral 5,029 2,533 Proceeds received from interest on performance notes 4,690 4,359 Purchase of foreign exchange contracts – (25,433) Proceeds from settlement of foreign exchange contracts and swaps – 25,499 Net cash generated from investing activities 114 5,245 The notes on pages C12 to C51 are an integral part of these consolidated financial statements. C-10 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) CONSOLIDATED CASH FLOW STATEMENT (Continued) FOR THE YEAR ENDED 31 DECEMBER 2006 Note 2006 2005 US$’000 US$’000 Cash flows from financing activities Interest paid on borrowings (82) (45) New borrowings 2,220 – Repayment of borrowings (7,039) (3,485) Dividend paid (1,400) (1,400) IPO expenses (223) – Net cash used in financing activities (6,524) (4,930) Net (decrease)/increase in cash and cash equivalents (5,264) 2,974 Movements in cash and cash equivalents: Cash and cash equivalents at beginning of year 27,544 24,000 Net (decrease) / increase in cash and cash equivalents (5,264) 2,974 Effects of exchange rate changes (75) 570 Cash and cash equivalents at end of the year 21 22,205 27,544 The notes on pages C12 to C51 are an integral part of these consolidated financial statements. C-11 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 1 General information The principal activities of Uni-Asia Finance Corporation (the “Company”) and its subsidiaries (together, the “Group”) are the arrangement of, acting as agent of and participation in syndicated commercial loans, arrangement, management and co-investment in development and trading of Japanese property assets and the acquisition, management and disposal of distressed Asian assets and shipping business. The Company is an exempted company incorporated in the Cayman Islands on 17 March 1997 with limited liability. 2. Summary of significant accounting policies The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. (a) Basis of preparation The consolidated financial statements of Uni-Asia Finance Corporation have been prepared in accordance with International Financial Reporting Standards (IFRS). The consolidated financial statements have been prepared under the historical cost convention as modified by the revaluation of financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. The areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in note 4. The following new standards, amendments to standards and interpretations are mandatory for financial year ending 31 December 2006. Amendment to IAS 39, Amendment to ‘The fair value option’, effective for annual periods beginning on or after 1 January 2006. This amendment does not have any impact on the classification and valuation of the Group’s financial instruments which were classified at fair value through profit or loss prior to 1 January 2006 as the Group was able to comply with the amended criteria for the designation of financial instruments at fair value through profit or loss; Amendment to IAS 21, Amendment ‘Net investment in a foreign operation’, effective for annual periods beginning on or after 1 January 2006. This amendment is not relevant for the Group; The following new standards, amendments to standards and interpretations have been issued but are not effective for 2006 and have not been early adopted: IFRIC 8, ‘Scope of IFRS 2’, effective for annual periods beginning on or after 1 May 2006. Management is currently assessing the impact of IFRIC 8 on the Group’s operations; C-12 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 2 Summary of significant accounting policies (Continued) (a) Basis of preparation (Continued) IFRIC 9, ‘Reassessment of Embedded Derivatives’, effective for annual periods beginning on or after 1 June 2006. Management believes that this interpretation should not have a significant impact on the reassessment of embedded derivatives as the Group already assess if embedded derivative should be separated using principles consistent with IFRIC 9; and IFRS 7, ‘Financial instruments: Disclosures’, effective for annual periods beginning on or after 1 January 2007. IAS 1, ‘Amendments to capital disclosures’, effective for annual periods beginning on or after 1 January 2007. The Group assessed the impact of IFRS 7 and the amendment to IAS 1 and concluded that the main additional disclosures will be the sensitivity analysis to market risk and capital disclosures required by the amendment of IAS 1. The Group will apply IFRS 7 and the amendment to IAS 1 from annual periods beginning 1 January 2007. IFRS 8, ‘Operating Segments’ effective from annual periods beginning on or after 1 January 2009. Other standards, amendments, and interpretations mandatory for accounting periods beginning on or after 1 January 2006 are not relevant to the Group’s operation. (b) Consolidation (i) Subsidiaries Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de- consolidated from the date that control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statement. Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. C-13 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 2 Summary of significant accounting policies (Continued) (b) Consolidation (Continued) (ii) Associates Associates are all entities, over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% to 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognized at cost. The Group’s investments in associates are detailed in Note 19. The Group’s share of its associates’ post-acquisition profits or losses is recognized in the income statement, and its share of post-acquisition movements in reserves is recognized in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associates, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group. Investments held by venture capital or similar entities are excluded from the scope of IAS 28 where those investments are designated, upon initial recognition, as at fair value through profit or loss and are accounted for in accordance with IAS 39. Certain investments of the Group have applied this scope exemption with changes in fair value recognised in profit or loss in the period of change. The directors have determined that the Group does not carry on its business through these associates. (c) Revenue and other income recognition Arrangement fees are recognized on delivery and upon completion of the transaction/ service when all obligations associated with the transaction are completed and when the amount of revenue can be measured reliably. Agency fees and commissions are recognized when pre-agreed duties and functions of acting as an agent has been rendered. Project management fees are recognized on an accrual basis. Administration / Agency Fee / Incentive fee from distressed Loans are recognized as they crystallize according to the pre-agreed terms of contract. Interest Income is recognized on a time-proportion basis using the effective yield basis. C-14 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 2 Summary of significant accounting policies (Continued) (d) Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation. Leasehold improvements are depreciated over the remaining period of the lease while all other fixed assets are depreciated at the following rates on a straight-line basis, which is deemed sufficient to write off their costs to their residual values over their estimated useful lives: office equipment at 33 1/3% per annum and other fixed assets at 25% per annum. Gain and losses on disposals are determined by comparing proceeds with carrying amounts and are included in the consolidated income statement. (e) Financial assets The Group classifies its financial assets in the following categories: at fair value through profit or loss and loans and receivables. The classification depends on the purpose for which the financial assets were acquired. a) Financial assets at fair value through profit or loss This category has two sub-categories: ‘financial assets held for trading’ and those designated at fair value through profit and loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Derivatives are also categorised as ‘held for trading’ unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to be realized within 12 months of the balance sheet date. b) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. These are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans are classified as “Loans Receivable” in the balance sheet. Purchases and sales of investments are recognised at trade date - the date on which the Group commits to sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss, are initially recognised at fair value and transaction costs are expensed in the income statement. On initial recognition the Group designates financial assets and liabilities at fair value through profit or loss where a group of financial assets, financial liabilities or both is managed and its performance is evaluated on a fair value basis in accordance with the Group investment strategy. C-15 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 2 Summary of significant accounting policies (Continued) (e) Financial assets (Continued) Investments are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. Financial assets at fair value through profit and loss are subsequently carried at fair value. Fair values for unquoted securities are estimated by the directors. In determining fair valuation, the directors make use of market-based information and fair valuation models such as discounted cash flow models. In many instances the directors also rely on financial data of investees and on estimates provided by the management of the investee companies as to the effect of future developments. Performance notes are investments with income and maturity values which fluctuate based on the distributions received from underlying assets, which are generally investments in property development companies, defaulted loans or shipping companies. Fair values of performance notes or other collective investment schemes are determined by the Group’s interest in the fair values of each scheme’s underlying assets. Gains and losses arising from changes in the fair value of all securities are recognized in the consolidated income statement as they arise. Although the directors use their best judgement in estimating the fair value of investments, there are inherent limitations in any estimation techniques. Future confirming events will also affect the estimates of fair value and the effect of such events on the estimates of fair value, including the ultimate liquidation of investments, could be material to these consolidated financial statements. (f) Cash and cash equivalents Cash and cash equivalents include cash in hand, bank balances and short term bank deposits with an original maturity of less than three months. (g) Borrowings Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. C-16 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 2 Summary of significant accounting policies (Continued) (h) Deferred taxation Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax, if it is not accounted for, arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. (i) Employee benefits Pension obligations Group companies have various defined contribution pension schemes in accordance with the local conditions and practices in the countries in which they operate. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity (a fund) and will have no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees benefits relating to employee services in the current and prior periods. For defined contribution plans, the Company pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. Once the contributions have been paid, the Company has no further payment obligations. The regular contributions constitute net periodic costs for the year in which they are due and as such are included in staff costs. Bonus scheme The Company pays out bonus to employees based on the overall corporate performance, the department being able to achieve the annual budget and the employee’s performance and contribution to the Company. C-17 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 2 Summary of significant accounting policies (Continued) (j) Derivative financial instruments and hedging activities Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as hedges of net investments in foreign operations. The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. (a) Net investment hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as net investment hedge are recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the consolidated income statement. Gains and losses accumulated in equity are included in the consolidated income statement when the foreign operation is disposed of. (b) Derivatives that do not qualify for hedge accounting Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in the consolidated income statement. (k) Foreign currency translation (a) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in United States Dollars, which is the Company’s functional and presentation currency. (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges. C-18 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 2 Summary of significant accounting policies (Continued) (k) Foreign currency translation (Continued) (c) Group companies The results and financial position of all the group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet. Income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions). All resulting exchange differences are recognised as a separate component of equity. On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders’ equity. When a foreign operation is sold, exchange differences that were recorded in equity are recognised in the income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. (l) Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received form the lessor) are charged to the consolidated income statement on a straight-line basis over the period of the lease. (m) Dividend distributions Dividend distributions to the Company’s shareholders are recognised as a liability in the Group’s financial statements in the period in which dividends are approved. (n) Segment reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments. C-19 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 3 Segment information Primary reporting format - business segments At 31 December 2006, the Group is organised on a worldwide basis into four main business segments (departments): (1) structured finance; (2) ship investment/management; (3) distressed assets investment/management; and (4) property investment/management. The segment results for the year ended 31 December 2006 are as follows: Distressed Ship assets Property Structured investment/ investment/ investment/ finance management management management Unallocated Group US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Income 5,994 11,013 1,177 53 1,233 19,470 Operating profits/ (losses) 3,271 8,463 246 (295) (1,700) 9,985 Share of profit of associates – 11 – 1,918 – 1,929 Finance costs – interest expenses – (32) – (51) – (83) Profit before income tax 3,271 8,442 246 1,572 (1,700) 11,831 Less: income tax expenses (29) (30) – (372) 33 (398) Profit for the year 3,242 8,412 246 1,200 (1,667) 11,433 Other segment items are as follows: Capital expenditure 163 307 126 9 233 838 Depreciation 67 99 38 3 71 278 The segment results for the year ended 31 December 2005 are as follows: Distressed Ship assets Property Structured investment/ investment/ investment/ finance management management management Unallocated Group US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Income 7,165 8,997 1,019 186 900 18,267 Operating profits/ (losses) 4,710 6,920 22 (588) (1,698) 9,366 Share of profit of associates – 24 – 570 – 594 Finance costs – interest expenses – – – (42) – (42) Profit before income tax 4,710 6,944 22 (60) (1,698) 9,918 Less: income tax expense (92) (92) – (295) – (479) Profit for the year 4,618 6,852 22 (355) (1,698) 9,439 Other segment items are as follows: Capital expenditure 26 37 24 2 44 133 Depreciation 43 22 14 1 26 106 C-20 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 3 Segment information (Continued) The segment assets and liabilities as at 31 December 2006 for the year then ended are as follows: Distressed Ship assets Property Structured investment/ investment/ investment/ finance management management management Unallocated Group US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Segment assets 2,086 28,972 2,194 1,227 – 34,479 Investment in Associates – 75 – 8,397 – 8,472 Unallocated assets – – – – 24,621 24,621 Total assets 2,086 29,047 2,194 9,624 24,621 67,572 Segment liabilities 852 1,198 95 744 – 2,889 Unallocated liabilities – – – – 4,917 4,917 Total liabilities 852 1,198 95 744 4,917 7,806 The segment assets and liabilities as at 31 December 2005 for the year then ended are as follows: Distressed Ship assets Property Structured investment/ investment/ investment/ finance management management management Unallocated Group US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 Segment assets 1,708 14,679 2,332 5,871 – 24,590 Investment in Associates – 63 – 6,585 – 6,648 Unallocated assets – – – – 30,711 30,711 Total assets 1,708 14,742 2,332 12,456 30,711 61,949 Segment liabilities 556 891 63 362 – 1,872 Unallocated liabilities – – – – 10,121 10,121 Total liabilities 556 891 63 362 10,121 11,993 Segment assets consist primarily of property, plant and equipment, receivables and operating cash. They exclude certain investments and cash and cash equivalents. The unallocated portion represents mainly cash balances held by the Group which is not distinguishable into any particular segment. Segment liabilities comprise operating liabilities and exclude items such as certain corporate borrowings. Capital expenditure comprises incurred additions to property, plant and equipment (Note 15). C-21 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 3 Segment information (Continued) Secondary reporting format - geographical segments The Group’s four business segments operate in three main geographical areas, even though they are managed on a worldwide basis. Global - the global segment represents activities with assets or customers with no fixed location, which include structured finance and ship investment/ management. Asia (ex-Japan) - the Asia (ex-Japan) segment represents activities with assets or customers located in Asia (ex-Japan), which include structured finance, ship investment/management and distressed assets investment/management. Japan - the Japan segment represents activities with assets or customers located in Japan, which include structured finance, ship investment/management and property investment/management. 2006 2005 US$’000 US$’000 Income Global 8,896 8,918 Asia (ex-Japan) 6,823 3,052 Japan 2,518 5,397 Unallocated 1,233 900 19,470 18,267 Total assets Global 28,972 14,679 Asia (ex-Japan) 4,280 4,040 Japan 1,227 5,871 Unallocated 24,621 30,711 59,100 55,301 Investments in associates 8,472 6,648 67,572 61,949 Capital expenditure 838 133 Income and total assets attributable to business segments are based on the country in which the customer is located. Income and assets not attributable to business segments are disclosed as unallocated. There are no sales between the segments. Total assets and capital expenditure are where the assets are located. C-22 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 4 Critical accounting estimates Estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Critical accounting estimates and assumptions The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are discussed below. Fair value of derivatives and other financial instruments The fair value of financial instruments that are not traded in an active market are determined by using valuation techniques. The Group uses its judgment in selecting methods and makes assumptions that are based on market conditions existing at each balance sheet date. The Group has used discounted cash flow analysis or other similar methodologies to value investments which were not traded in an active market. 5 Fee income 2006 2005 US$’000 US$’000 Corporate finance arrangement, brokerage and agency fees 7,317 8,138 Project Management fee – 844 Agency, advisory, administration and incentives fees from distressed loans (Note 29) 667 700 Administration and incentive fees from shipping investment management 1,938 2,552 9,922 12,234 Note: Contingent assets At 31 December 2003, the Company had been contracted to arrange finance for 10 container ships, for which the Company will collect a US$685k fee in respect of each ship. Completion fees of US548kpershiptotallingUS548k per ship totalling US5,480k were to be received on delivery and financing of each ship. There were totally 6 ships delivered up to end of 2006 which have been included as income for the year ended 2005 or 2006 and the remaining contingent asset of US$2,192k at 31 December 2006 will be recognised as income in future years when circumstances are no longer contingent. C-23 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 6 Investment returns 2006 2005 US$’000 US$’000 Realized (losses)/ gains on investments (2) 250 Return on performance notes - distressed debt (Note 29) 371 318 Return on performance notes - properties 1 47 Return on performance notes - shipping business (Note 29) 4,291 2,491 Unrealised / realized gain on foreign exchange contracts 19 67 Fair value adjustments on performance notes - distressed debt 139 – Fair value adjustments on performance notes - shipping business 1,214 2,423 Fair value adjustments on performance notes - properties 50 79 Fair value adjustment on unlisted shares - shipping business 1,900 (664) 7,983 5,011 During the year, total fair value adjustments relating to performance notes amounted to US$3,303k (December 2005: US1,838k).Returnonperformancenotescomprisesinterestincomepaidtonoteholdersduringtheyear.Referfurthertonote2(e)inrespectoftheaccountingpolicyforfairvaluationonperformancenotes.7Interestincomeandexpense20062005US1,838k). Return on performance notes comprises interest income paid to note holders during the year. Refer further to note 2(e) in respect of the accounting policy for fair valuation on performance notes. 7 Interest income and expense 2006 2005 US’000 US$’000 Interest income from: - cash and cash equivalents 1,233 900 - participation in syndicated loans 310 36 1,543 936 Interest expense on: - borrowings 83 42 83 42 C-24 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 8 Other expenses 2006 2005 US$’000 US$’000 Rental expenses under operating leases: - office premises 752 601 Auditors’ remuneration 77 105 Traveling and entertainment 801 863 Net foreign exchange loss 180 453 Professional service fees 252 351 Miscellaneous expenses 436 368 Expense for IPO 609 575 3,107 3,316 9 Results of associates The Group’s share of results of associates after taxation is as follows: 2006 2005 US$’000 US$’000 Capital Advisers Co. Ltd. 3,743 1,126 Less: share of tax of Capital Advisers Co. Ltd (Note 19) (1,825) (556) Uni Ship and Management Ltd. 14 29 Less: Share of tax of Uni-Ship and Management Ltd. (Note 19) (3) (5) 1,929 594 10 Employee benefit expense 2006 2005 US$’000 US$’000 Salaries (including director’s remuneration) 5,187 4,817 Pension costs - defined contribution plans 147 145 Staff residencies, other welfare and allowances 750 519 6,084 5,481 C-25 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 10 Employee benefits expense (Continued) The weighed average number of employees is as follows: 2006 2005 US$’000 US$’000 Full time 30 27 Hong Kong 24 21 Japan 3 3 Singapore 3 3 30 27 11 Income tax expense and deferred taxation (a) Income tax expense 2006 2005 US$’000 US$’000 Current tax 26 393 Deferred tax 372 86 398 479 The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to the profits of the consolidated companies as follows: 2006 2005 US$’000 US$’000 Profit before tax 11,831 9,918 Domestic tax rates applicable to profits in the respective countries 2,071 1,736 Effect of different tax rates in other countries 1,173 359 Income not subject to tax (2,846) (1,616) Tax charge 398 479 Note: Income not subject to taxation is only included to the extent that it negates profits at group tax rate. Further adjustments are not made as the contingent tax asset is not recognised. C-26 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 11 Income tax expense and deferred taxation (Continued) (b) Deferred taxation Total US$’000 At 1 January 2005 178 Charged to income statement 86 At 31 December 2005 264 Charged to income statement 372 At 31 December 2006 636 Deferred income tax assets are recognized for tax losses carried forward only to the extent that the realization of the related tax benefit is probable. The Group has estimated tax losses of US6,746k(2005:US6,746k (2005: US7,104k) in Hong Kong to carry forward against future taxable income of those companies, which have not been recognized in these consolidated financial statements due to uncertainty of their recoverability. 12 Dividends The dividends paid in 2006 and 2005 were US1,400kandUS1,400k and US1,400k respectively (US0.05pershare).Adividendinrespectoftheyearended31stDecember2006ofUS0.05 per share). A dividend in respect of the year ended 31st December 2006 of US0.06 per share amounting to a total dividend of US$1,680k was approved at the Board of Directors meeting on 24 January 2007. These financial statements do not reflect this dividend payable. 13 Earnings per share (a) Basic Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year. C-27 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 13 Earnings per share (Continued) (b) Diluted Diluted earnings per share is calculated adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive ordinary shares during the year. The Group has one category of potential ordinary shares: share options issued in 2004 by an associate company. These share options are not considered to have a dilutive effect on earnings per share. 2006 2005 US$’000 US$’000 Profit attributable to equity holders of the Company 11,433 9,439 Weighted average number of ordinary shares in issue 28,000 28,000 Earnings per share (US$ per share) - basic and diluted 0.408 0.337 14 Emoluments for directors and highest paid individuals (a) Directors’ emoluments 2006 2005 US$’000 US$’000 Fees & basic salaries 1,364 1,223 Other emoluments: Housing allowances and other allowances and benefits in kind 334 275 Discretionary bonuses 750 750 Contributions to pensions schemes for directors 3 3 2,451 2,251 There were three independent non-executive directors who were appointed to the Group in April 2005 and two of them resigned in April 2006. C-28 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 14 Emoluments for directors and highest paid individuals (Continued) The emoluments of the directors fell within the following bands. Number of Number of directors directors 2006 2005 Emoluments bands US$ Nil – US$15,000 7 8 US15,001−US15,001 - US 700,000 – – US700,001−US700,001 - US800,000 1 3 US800,001−US800,001 - US900,000 2 – 10 11 (b) Five highest paid individuals The five individuals whose emoluments were the highest in the Group for the year include 3 (2005: 3) directors whose emoluments are reflected in the analysis presented above. The emoluments payable to the remaining 2 (2005: 2) individuals are as follows: 2006 2005 US$’000 US$’000 Basic salaries, housing allowances and other allowances and benefits in kind 459 446 Bonuses 550 627 Pension Costs 27 20 1,036 1,093 The emoluments fall within the following bands: Number of individuals 2006 2005 Emoluments bands US$300,000 – US$450,000 1 1 US$450,001 – US$700,000 – – US$700,001 – US$750,000 1 1 2 2 (c) No emoluments were paid in both 2005 and 2006 by the companies comprising the Group to any of the directors or the five highest paid individuals as an inducement to join or upon joining the Group or as compensation for loss of office. C-29 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 15 Property, plant and equipment Leasehold Furniture improve- Office and Motor ments equipment fixtures vehicles Total US$’000 US$’000 US$’000 US$’000 US$’000 Cost At 1 January 2006 370 259 53 93 775 Additions 666 55 117 – 838 Disposals (53) (13) – (93) (159) Exchange translation (1) – 1 – – Written off (316) (67) (38) – (421) At 31 December 2006 666 234 133 – 1,033 Accumulated depreciation At 1 January 2006 368 187 53 20 628 Charge 181 57 17 23 278 Disposals (53) (10) – (43) (106) Exchange translation – (1) – – (1) Written off (315) (65) (38) – (418) At 31 December 2006 181 168 32 – 381 Net book value At 31 December 2006 485 66 101 – 652 Cost At 1 January 2005 385 321 61 64 831 Additions 2 38 – 93 133 Disposals – (2) – (64) (66) Exchange translation (8) (2) – – (10) Written off (9) (96) (8) – (113) At 31 December 2005 370 259 53 93 775 Accumulated depreciation At 1 January 2005 356 229 60 63 708 Charge 27 57 1 21 106 Disposals - (1) – (64) (65) Exchange translation (6) (2) – – (8) Written off (9) (96) (8) – (113) At 31 December 2005 368 187 53 20 628 Net book value At 31 December 2005 2 72 – 73 147 C-30 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 16 Loans receivable 2006 2005 US$’000 US$’000 Participation in loans Repayable within one year Interest rate at: LIBOR plus 1.25% p.a. (2005: LIBOR plus 1.25% p.a.) 50 100 LIBOR plus 2% p.a.(2005: Nil) 3,000 – 3,050 100 Participation in loans Repayable between one and two years Interest rate at: LIBOR plus 1.25% p.a. (2005: LIBOR plus 1.25% p.a.) – 50 6% p.a. 2,500 – 2,500 50 Loans receivable 5,550 150 The carrying amount of the loans approximates their fair value. 17 Investments 2006 2005 US$’000 US$’000 Non-Hong Kong Unlisted shares 191 191 Unlisted shares – shiping business (Note (a) below) 8,288 3,699 Unlisted performance notes – properties investment (Note 29(f)) – 55 Unlisted performance notes – distressed debt (Note 29(f)) 1,031 1,746 Unlisted performance notes – shipping (Note 29 (f)) 9,739 9,746 19,249 15,437 Note: Investments are designated at fair value through profit or loss. C-31 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 17 Investments (Continued) (a) Within unlisted shares - shipping business are investments totalling US$8,288k (2005: US$3,699k) in six shipping companies which own and run cargo ships. Country/place Issued and Dec 2006 Dec 2005 and date of fully paid up % of % of Principal Name incorporation share capital holdings holdings activities Niigata Seimitsu Japan JPY3,874,300,000 0.14% 0.14% Manufacturing Co. Ltd. 17 January 1981 electronic devices EuroAsia II Inc., Panama US$10,000 15% 15% Shipping investment Panama 12 April 2002 and management EuroAsia III Inc., Panama US$10,000 – 15% Shipping investment Panama 12 April 2002 and management AP Real Estate Cayman Islands US$1,000 5.26% 5.26% Japanese property Ltd. 12 April 2000 investment and management RS Property Cayman Islands US$1,000 – 10% Japanese property Investment 28 August 2000 investment and management Searex Asset British Virgin Islands US$1,000 Series 1 : Series 1 : Shipping investment Management 30 December 2003 29.39% 29.41% and management Limited Series 2: Series 2: 28.26% 19.57% AAA Strategic Cayman Islands US$1,000 Series 1: Series 1: Distressed debts Investment Limited 26 July 2001 20% 20% investment and Series 2: Series 2: management 33.3% 33.3% Fortitude Panama US$1,000 38% 38% Ship owning and Containership S.A. 26 November 2004 chartering Union Panama US$1,000 38% 38% Ship owning and Containership S.A. 26 November 2004 chartering Falcon Panama US$1,000 38% 38% Ship owning and Containership S.A. 26 November 2004 chartering Harmonic Shipping Panama US$10,000 40.4% ** Ship owning and S.A. 29 April 2005 chartering Sunrise Shipping Panama US$10,000 46% – Ship owning and S.A. 17 April 2006 chartering ** As 31 December 2005, the Group had a commitment to purchase 40.4% of the share capital of Harmonic Shipping S.A. Please refer to Note 19(f) for those entities which have applied the exemption under IAS 28 and have been fair valued in accordance with IAS 39. C-32 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 17 Investments (Continued) Performance notes: (a) Distressed debt performance notes are redeemed semi-annually, in whole or in part, based on net cash recovered from underlying assets funded by the original note’s issuance. Remaining performance notes are redeemed at their principal amounts on such other date as may be agreed to by the subscribers of the performance notes. (b) Shipping performance notes are redeemed semi-annually, in whole or in part, based on net cash recovered from the operation or the disposal of underlying assets. There are no maturity dates for the shipping performance notes invested by the Group. 18 Derivative financial Instruments (a) Forward foreign exchange contracts There was a JPY 1 billion (US$8.6m) USD forward contract outstanding at 31 December 2006 (2005: Nil). The transaction was entered alongside a back-to-back arrangement contract with Harmonic Shipping S.A. for the equivalent amount in Yen upon maturity of that contract. Unrealised gain or losses on forward foreign exchange contracts are recognised directly in the consolidated income statement. (b) Hedge of net Investment in foreign entity The Group’s Yen denominated borrowing is designated as a hedge of the net investment in an associate of the Group, Capital Advisers Co, Ltd. The fair value of the borrowing was JPY502m (US$4.222m) (2005: JPY1,065m (US9.041m)).TheforeignexchangelossUS9.041m)). The foreign exchange loss US61k (2005: US$879k Loss) on translation of the borrowings to US dollar at balance sheet date was recognised in reserves in shareholders equity. C-33 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 19 Investments in associates (a) Movement of investments in associates 2006 2005 US$’000 US$’000 Capital Advisers Co. Ltd. At the beginning of year 6,585 6,928 Share of results after tax 1,918 570 Exchange differences (106) (913) 8,397 6,585 Uni-Ships and Management Ltd. At the beginning of year 63 – Investment in associate – 39 Share of results after tax 11 24 Exchange differences 1 – 75 63 8,472 6,648 (b) Summary of significant associates’ assets, liabilities and results A summary of Capital Advisers Co. Ltd.’s assets, liabilities and results are as follows: 2006 2005 US$’000 US$’000 Investments in property related projects 11,135 13,018 Cash and cash equivalents 10,767 6,240 Other assets 26,861 12,181 Total assets 48,763 31,439 Amount due to Uni-Asia Finance Corporation (4) (756) Other liabilities (29,973) (15,956) Minority interest (42) (29) Shareholders’ equity 18,744 14,698 Company’s 44.8% interest in shareholders’ equity 8,397 6,585 C-34 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 19 Investments in associates (Continued) For the For the year ended year ended 31 December 31 December 2006 2005 US$’000 US$’000 Results to 31 December 2006, translated at an average rate of JPY116.15 (2005: JPY114.00) to US$1: Revenue 29,435 11,382 Staff costs (3,180) (2,354) Interest expense (176) (201) Other expenses (17,724) (6,314) Profit before tax 8,355 2,513 Taxation (4,075) (1,241) Profit after tax 4,280 1,272 Profit before tax - Company’s interest 3,743 1,126 Taxation - Company’s interest (1,825) (556) Profit after tax - Company’s interest (of which Company has 44.8% interest, 2005: 44.8%) 1,918 570 A summary of Uni Ships and Management Limited’s assets, liabilities and results are as follows: 2006 2005 US$’000 US$’000 Cash and cash equivalents 277 231 Other assets 4 10 Total assets 281 241 Other liabilities (31) (32) Shareholders’ equity 250 209 Company’s 30% interest shareholders’ equity 75 63 C-35 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 19 Investments in associates (Continued) For the For the year ended year ended 31 December 31 December 2006 2005 US$’000 US$’000 Revenue 724 229 Other expenses (676) (131) Profit before tax 48 98 Taxation (8) (17) Profit after tax 40 81 Profit before tax - Company’s interest 14 29 Taxation - Company’s interest (3) (5) - Profit after tax - Company’s interest (of which Company has 30%) 11 24 (c) Details of associates As at 31 December 2006, details of the associates, both of which are unlisted, were as follows: Dec 2006 Dec 2005 Principal Country/place Issued and Attributable Attributable activities and and date of fully paid up equity equity place of Name incorporation share capital interest interest operation Indirectly held: Capital Advisers Japan JPY892,500,000 44.8% 44.8% Japan Property Co. Ltd. 24 February 2000 common common investment and shares shares management Directly held: Uni-Ships and Hong Kong HK$1,000,000 30% 30% Hong Kong Management 25 January 2005 common common Project Ltd. shares shares management for vessels C-36 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 19 Investments in associates (Continued) (d) Loan due from associates Loan due from associates was fully settled in March 2006 (2005: US$756k equivalent to JPY89m). Interest charged on loan due from associates for the year was US2k(2005:US2k (2005: US60k). (e) Amounts due from associates The amounts due from associate are unsecured, interest free and with no fixed repayment terms. (f) Other associates The following investments apply the IAS 28 scope exclusion and are fair valued in accordance with IAS 39 (see note 2(b)(ii)) Total profit % Country of Total Total Total (loss) interest Name incorporation assets liabilities income after tax held US$’000 US$’000 US$’000 US$’000 2006 Fortitude Containership S.A.* Panama 7,364 (7,528) 14 (442) 38.00% Union Containership S.A. * Panama 7,365 (7,530) 14 (452) 38.00% Falcon Containership S.A.* Panama 7,362 (7,497) 14 (406) 38.00% Harmonic Shipping S.A. Panama 27,018 (26,106) 4,003 265 40.40% Sunrise Shipping S.A Panama 23,166 (22,558) 1,152 (205) 46.00% 72,275 (71,219) 5,197 (1,240) 2005 Fortitude Containership S.A. Panama 7,347 (7,069) 8 (152) 38.00% Union Containership S.A. Panama 7,347 (7,060) 8 (151) 38.00% Falcon Containership S.A. Panama 7,346 (7,075) 8 (153) 38.00% 22,040 (21,204) 24 (456) *vessels to be delivered in 2007. C-37 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 20 Accounts receivable In general, the Group grants a credit period of 7 to 60 days to its customers. The aging analysis of the accounts receivable is as follows: 2006 2005 US$’000 US$’000 30 days or less 1,491 464 Over 90 days – 1 1,491 465 21 Cash and bank balances 2006 2005 US$’000 US$’000 Cash at bank and in hand 6,946 5,565 Short term bank deposits 15,259 21,979 Cash and cash equivalents 22,205 27,544 The effective interest rate on short term bank deposits was 0.36% (2005: 0.2%) and these deposits have an average maturity below 30 days. 22 Share capital 2006 2005 US$’000 US$’000 Authorized: 60,000,000 shares of US1each60,00060,000Issuedandfullypaid:28,000,000sharesofUS1 each 60,000 60,000 Issued and fully paid: 28,000,000 shares of US1 each 28,000 28,000 C-38 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 23 Accounts payable The aging analysis of the accounts payable is as follows: 2006 2005 US$’000 US$’000 30 days or less 278 226 Between 61-90 days – 1 278 227 24 Borrowings 2006 2005 US$’000 US$’000 Repayable per terms of revolving loan facility - Secured 4,222 9,041 Included in borrowings is a secured loan of JPY502m (approximately US4,222k)collateralizedbyacashdepositofUS4,222k) collateralized by a cash deposit of US5,053k with the same financial institution (2005: a loan totaling JPY9,041k collateralized by a cash deposit of approximately US$10,082k with the same financial institution). The fair value of borrowings approximate the carrying amounts. 2006 2005 Weighted average effective interest rates: Bank borrowing - JPY 0.42% 0.34% Bank borrowing - US$ 5.73% 2.97% Cash deposit 0.36% 0.20% The borrowings of the Group are at floating JPY LIBOR rates: 2006 2005 US$’000 US$’000 Revolving secured loan due within one year 4,222 9,041 Total borrowings 4,222 9,041 C-39 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 25 Subsidiary companies (a) Details of principal investments in subsidiaries Details of the principal subsidiaries within the Group at the date of this report are as follows: Dec 2006 Dec 2005 Principal Country/place Issued and Attributable Attributable activities and and date of fully paid up equity equity place of Name incorporation share capital interest interest operation Directly held: Uni-Asia Capital Singapore US$1,000,000 100% 100% Ship chartering (Singapore) 7 August 1997 arrangement Limited Singapore Off-Shore Property British Virgin Islands US$1 100% 100% Holding and Investment 23 April 1998 investment Corporation company BVI Uni-Asia Capital Hong Kong HKD20 100% 100% Property Company Limited 27 June 1997 Investment Hong Kong Uni-Asia Fund Hong Kong HKD20 100% 100% Dormant Management 27 June 1997 Hong Kong Company Limited Uni-Asia Services Hong Kong HKD20 100% 100% Dormant and Agency 27 June 1997 Hong Kong Limited Panmax Tanker Panama * 100% 100% Shipping Holding S.A. 30 October 2006 Panama Indirectly held: Uni-Asia Finance Japan JPY 10,000,000 100% 100% Corporate Corporation 9 November 1998 finance services (Japan) Japan * The Group has no direct share ownership in the company, but is deemed to have control and all risks and rewards of Panmax Tanker S.A. (b) Amounts due from /to subsidiaries The amounts due from/ to subsidiaries are unsecured, interest free and with no fixed repayment terms. C-40 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 26 Cash generated from operations (a) Reconciliation of profit before taxation to cash generated from operations 2006 2005 US$’000 US$’000 Profit before taxation 11,831 9,918 Adjustments for: Depreciation 278 106 Interest income (1,543) (940) Interest expenses 83 42 Results of associates (1,929) (594) Interest from loans to associate (2) (60) Net foreign exchange loss 180 452 Decrease/(Increase)in rental and utility deposits paid 60 (207) (Increase) in accounts receivable (1,053) (165) Decrease/(increase) in prepaid expenses 31 (19) Increase/(decrease) in accounts payable 51 (2,038) Increase in accrued expenses 438 240 (Decrease)/increase in amount due to associates (10) 11 (Increase) in amount due from associates (4) – Loss/(Gain) on disposal of fixed assets 16 (2) Investment returns (7,983) (5,011) Cash generated from operations 444 1,733 C-41 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 27 Financial risk management (a) Financial risk factors The Group holds financial assets and liabilities, transacts in foreign exchange transactions with third parties and has mismatched Yen denominated assets and liabilities. All these operations give rise to risk exposures. Financial instruments traded or held include cash and cash equivalents, investments, loans and receivables and borrowings. Forward rate agreements are used to manage the Group’s own exposures to foreign exchange risk as part of its asset and liability management process. The principal derivative instruments used by the Group are foreign exchange rate related contracts. Most of the Group’s derivative positions have been entered into to hedge investments in subsidiaries. (i) Market risk Market risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market prices, whether those changes are caused by factors specific to the individual financial instrument or by factors affecting all financial instruments traded in or indexed to a market. The Group is exposed to market risk on financial instruments that are valued at market prices and primarily consist of investments, loans, property development projects and marketable securities. (ii) Foreign exchange risk The Group has certain investments in Japan, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Group’s foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies. C-42 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 27 Financial risk management (Continued) The table below summarizes the Group’s exposure to currency risk. (Amounts shown are in US$ ‘000 equivalent) As at 31 December 2006 Yen US$ Other Total ASSETS Non-current assets Property, plant and equipment 7 557 88 652 Loans receivable – 2,500 – 2,500 Investments 191 19,058 – 19,249 Investments in associates 8,397 75 – 8,472 Deposit for purchase of vessel 3,944 – – 3,944 12,539 22,190 88 34,817 Current assets Loans receivable – 3,050 – 3,050 Deposit pledged as collateral – 5,053 – 5,053 Cash and bank balances 1,099 21,061 45 22,205 Other current assets 189 1,864 394 2,447 1,288 31,028 439 32,755 13,827 53,218 527 67,572 LIABILITIES Non-current liabilities Deferred tax liabilities – 636 – 636 – 636 – 636 Current liabilities Borrowings 4,222 – – 4,222 Other current liabilities 73 1,964 911 2,948 4,295 1,964 911 7,170 C-43 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 27 Financial risk management (Continued) As at 31 December 2006 Yen US$ Other Total ASSETS Non-current assets Property, plant and equipment 1 144 2 147 Loans receivable – 50 – 50 Investments 246 15,191 – 15,437 Investments in associates 6,585 63 – 6,648 Loan amounts due from associate 756 – – 756 7,588 15,448 2 23,038 Current assets Loans receivable – 100 – 100 Deposit pledged as collateral – 10,082 – 10,082 Cash and bank balances 5,306 21,884 354 27,544 Other current assets 8 662 515 1,185 5,314 32,728 869 38,911 12,902 48,176 871 61,949 LIABILITIES Non-current liabilities Deferred tax liabilities – 264 – 264 – 264 – 264 Current liabilities Borrowings 9,041 – – 9,041 Other current liabilities 286 1,412 990 2,688 9,327 1,412 990 11,729 (iii) Interest rate risk Interest rate risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market interest rates and the cash flow risks associated with the variability of cash flows from floating rate financial instruments. The Group is exposed to interest rate risk primarily from interest rate re-pricing differences between customers’ loans, borrowings, cash and cash equivalents and shareholders’ capital. C-44 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 27 Financial risk management (Continued) (iv) Credit risk Credit risk is the risk of loss resulting from the failure of counterparties to meet the terms of their obligations. The Group is exposed to credit risk through loans and investments, and through counterparty default risk on transactions, including foreign exchange transactions in the process of settlement. (v) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. (b) Risk management The Group’s principal risks are market risk, credit risk and foreign exchange risk. The directors consider the interest rate risk and liquidity risk of the Group to be immaterial. Market risk and credit risk The Group seeks to minimise these risks by performing detailed reviews of loan counterparties or asset issuers prior to purchase approval, and by either selling on participated loans to other parties or entering into offsetting loans payable when the directors wish to preserve the Group’s liquidity. The Group seeks to minimize adverse movements in market price of financial instruments by extensive due diligence procedures to ensure acquisitions at prices below their perceived market value. Foreign exchange and interest rate risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures in particular Japanese Yen. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. To manage their foreign exchange risk the Group may use forward foreign exchange contracts. Foreign exchange risk arises when the future commercial transaction or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency. The Group has certain investments in foreign operations, which are exposed to foreign currency translation risk. Currency exposure arising from these investments of the Group’s foreign operations is managed through borrowings denominated in the relevant foreign currencies. The Group may also manage exposure to interest rate risk through the use of interest rate swaps. These are commitments to exchange one set of cash flows for another. Swaps result in an economic exchange of currencies or interest rates (for example, fixed rate for floating rate) or a combination of all these (i.e. cross-currency interest rate swaps). No exchange of principal takes place, except for certain currency swaps. The Group’s credit risk represents the potential cost to replace the swap contracts if counterparties fail to perform their obligation. This risk is monitored on an ongoing basis with reference to the current fair value, a proportion of the notional amount of the contracts and the liquidity of the market. To control the level of credit risk taken, the Group assesses counterparties using the same techniques as for its lending activities. C-45 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 27 Financial Risk Management (Continued) Liquidity risk The Group will maintain sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. (c) Fair value estimation The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the balance sheet date. The nominal value less impairment provision of trade receivables and payables are assumed to approximate their fair values. 28 Commitments (a) Capital commitments Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows: 2006 2005 US$’000 US$’000 Leasehold Improvement – 515 (b) Lease commitments Commitments, under non-cancellable operating leases with a term of more than one year, fall due: 2006 2005 US$’000 US$’000 Within one year 1,053 1,096 Later than one year and not later than five years 890 1,156 1,943 2,252 C-46 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 28 Commitments (Continued) (c) Investment commitments 2006 2005 US$’000 US$’000 Investment for Harmonic Shipping S.A. – 4 Shareholder loans 1,283 1,283 In 2005 the Company committed to purchase 40.4% of the share capital of Harmonic Shipping whose principal activity is the owning of ships and the transaction was completed in March 2006. Shareholder loans represent the outstanding balance of the maximum commitment to Fortitude Containership S.A., Union Containership S.A. and Falcon Containership S.A. as contained in the shareholders loan agreements dated 15 August 2006. In November 2006, the Group entered, through its wholly owned subsidiary, Panmax Tanker S.A., into a shipbuilding contract for the construction and purchase of a product tanker amounting to JPY4.69 billion for delivery in 2010. 29 Related party transactions Related parties include investments, associates and property development projects held for sale where the Group holds a beneficial interest in, and is also contracted as a service provider to manage or administer such investment, company, entity or property. Related party transactions are carried out under normal commercial terms and conditions and generate fee income as disclosed in Note 5, investment returns as disclosed in Note 6, directors’ remunerations and other allowances as disclosed in Note 14, investments in associates and amounts due from associates as disclosed in Note 19. Related party balances comprise the unlisted performance notes and unlisted shares as disclosed in Note 17. C-47 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 29 Related party transactions (Continued) The following transactions were carried out with related parties: 2006 2005 US$’000 US$’000 Income Statement Agency, arrangement, administration and incentive fees from shipping finance, investment and management (Note (a)) 1,986 2,387 Agency, advisory, administration and incentive fees from distressed loans (Note (b)) 667 700 Administration service fee (Note (c)) 226 51 Arrangement fee from shipping investment management (Note (d) & (e)) 423 1,982 Return on performance notes – shipping business (Note (f)) 4,291 2,491 Return on performance notes – distressed debt (Note (f)) 371 318 Gain on sales of investment (Note (g)) – 248 Loan interest income from loan to investment company (Note (h)) 300 – Loan interest income from loan to associate company (Note(i)) 2 60 Balance Sheet Loan due from investment company (Note (h)) 5,500 – Loan due from associates (Note (i)) – 756 Amount due from associates (Note (j)) 4 – Amount due to associates (Note (j)) 1 11 Notes: (a) The Group is entitled to receive from Searex Asset Management Limited, an investment of the Group, the following fees: (i) a minimum administration fee of US$5K per month for each shipping asset owned by Searex Asset Management Limited, including the vessels being acquired which are subject of a memorandum of agreement, payable quarterly in advance. (ii) a brokerage fee for the arrangement of chartering of vessel. (iii) an incentive fee up to 10% of the sum of the net proceeds, accumulated cash balance and liabilities outstanding from the disposal of certain vessels. (iv) a loan arrangement fee for the finance arrangement of a vessel. C-48 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 29 Related party transactions (Continued) (b) The Group is entitled to receive from AAA Strategic Investment Limited, an investment of the Group, the following fees: (i) an administration fee of US75kperannumforperformancenotesseries1payablesemi−annuallyinadvanceandanadministrationfeeforperformancenotesseries2payablesemi−annuallyinadvanceintheamountofUS75k per annum for performance notes series 1 payable semi-annually in advance and an administration fee for performance notes series 2 payable semi-annually in advance in the amount of US50k for the full or partial issuance of performance notes of each of the first three US5millionamountsuptoamaximumofUS5 million amounts up to a maximum of US150k. (ii) an agency fee of US25kperannumforperformancenotesseries1payablesemi−annuallyinadvance,andanagencyfeeforperformancenotesseries2,payablesemi−annuallyinadvance,intheamountofUS25k per annum for performance notes series 1 payable semi- annually in advance, and an agency fee for performance notes series 2, payable semi- annually in advance, in the amount of US50k per annum for the full or partial issuance of each of the first three US$5 million tranches of performance notes. (iii) an incentive fee, calculated on an asset by asset basis, in addition to the administration fee. The initial incentive fee is calculated as 20% of the cumulative cash recovered from each asset in excess of 110% of that asset’s initial cost. The subsequent incentive fee is calculated as twenty percent of additional cash recovered from each asset in excess of that asset’s additional cost. The incentive fee is calculated and paid semi-annually. (iv) Performance Note Series 1 Fund was fully redeemed in December 2006 (c) The Group is entitled to receive from Uni Ships and Management Limited (USML), an associated company of the Group, a monthly administration service fee of US$6,335 in respect to the administration, accounting and financial matters of USML. In September 2006, the Group received an incentive fee of US150kfromUSML.(d)TheGroupisentitledtoreceivefromFortitudeContainershipS.A.,FalconContainershipSAandUnionContainershipSA,investmentsoftheGroup,amonthlyadministrationfeeofUS150k from USML. (d) The Group is entitled to receive from Fortitude Containership S.A., Falcon Containership SA and Union Containership SA, investments of the Group, a monthly administration fee of US7K per month in respect of administration of each company. (e) The Group is entitled to receive from Sunrise Shipping S.A., investment of the Group, a monthly administration fee of US$5K per month in respect of administration of the company. In addition, as per the shareholders agreement, the Group is entitled to receive a fee for financing arrangement for the outstanding contract price of the vessel of Sunrise Shipping S.A.. (f) Performance notes are redeemed semi-annually, in whole or in part, calculated based on net cash recovered from the underlying assets. Performance note redemptions are determined based on the total original cost of recovered assets less the deduction of fees and other expenses incurred in recovery of such assets. Recovery amounts from assets in excess of that required for performance note repayments are paid out as interest on those performance notes. (g) In June 2005, the Company disposed of its equity interest in Glade Mate Investment, to a related party, Searex Asset Management Limited. C-49 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 29 Related party transactions (Continued) (h) Loan due from investment companies (i) Harmonic Shipping S.A. The outstanding principal balance of US$3million is charged on floating interest rate of 2% per annum over LIBOR with a final maturity date on 13 March 2007. (ii) Sunrise Shipping S.A. The outstanding balance of US$2.5million is charged on interest rate of 6% per annum with a final maturity date on 10 Sep 2011. (i) Loan due from associates constituted loans to Capital Advisers Co. Ltd. The principal balance and interest accrued on an unsecured revolving short term loan facility has been fully settled (2005: US$756k equivalent to JPY489 million). The interest rate was revised to 1.375% per annum since May 2004 Interest charged on amounts due from Capital Advisers Co. Ltd during the year was US2k(Dec2005:US2k (Dec 2005: US60k). (j) The amount due from associates and the amount due to associate are unsecured, interest free and have no fixed repayment term. 30 Deposits pledged as collateral As at 31 December 2006, the Group had US5,053k(2005:US5,053k (2005: US10,082k) of deposits pledged as collateral against Japanese Yen denominated revolving bank loan facilities. 31 Contingencies In November 2006, Panmax Tanker S.A. (“Panmax”), a wholly owned subsidiary of the Group, entered into a shipbuilding contract with Xing Long Maritime S.A for the construction and sale of a product tanker with delivery in 2010. The Group issued a performance guarantee amounting to JPY4.69billion to Xing Long Maritime S.A. for the due performance by Panmax for the ship sales contract. 32 Post balance sheet events On 4 January 2007, the Group has made a deposit amounting to RMB700k for purchasing offices in Guangzhou. The final payment of RMB 6.3 million will be fully settled by April 2007. On 9 January 2007, Guangzhou Yayuan Property Management Company Limited was set up and on 5 February 2007, the Group injected US3millionintothisnewlyestablishedwhollyownedsubsidiaryoftheGroup.TheprimarybusinessofthisnewsubsidiaryistocarryoutpropertyinvestmentactivitiesinGuangzhou.On7February2007,theGroupenteredintoJPY1.02billion(US3million into this newly established wholly owned subsidiary of the Group. The primary business of this new subsidiary is to carry out property investment activities in Guangzhou. On 7 February 2007, the Group entered into JPY1.02 billion (US8.5m) forward contract with maturity on 13 March 2007. This transaction was entered alongside a back-to-back arrangement contract with Harmonic Shipping S.A. for the equivalent amount in Yen upon maturity of that contract. C-50 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 UNI-ASIA FINANCE CORPORATION (Incorporated in the Cayman Islands with limited liability) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 32 Post balance sheet events (Continued) On 12 March 2007 the Group provided additional US$3.2m shareholder’s loan to Harmonic Shipping SA for financing of working capital. On 11 April 2007 the Group provided additional US$0.2m shareholder’s loan to Falcon Containership S.A. for financing of working capital. On 17 April 2007 the Company launched a shipping fund in Singapore, the Akebono Shipping Fund 1. The fund has raised equity of US42.9millionthroughtheissuanceofperformancenotestoinvestors.TheCompanyhascommittedtosubscribeforUS42.9 million through the issuance of performance notes to investors. The Company has committed to subscribe for US12.2 million of performance notes. On 25 May 2007, the Group injected US$ 2.8 million as 1st installment of 35% subscription of Akebono performance notes. Outstanding loans due from Harmonic Shipping S.A (amounting USD$8.4m) were fully repaid on 30 April 2007. On 1 May 2007, the Group, on behalf of Panmax Tanker S.A, entered into JPY469m (US3,933k)USDforwardcontractwithmaturitydateon31May2007.On2May2007,theGroup,onbehalfofMatinShippingLimited,enteredintoJPY357.5m(US 3,933k) USD forward contract with maturity date on 31 May 2007. On 2 May 2007, the Group, on behalf of Matin Shipping Limited, entered into JPY357.5m (US 2,998k) USD forward contract with maturity date on 31 May 2007. On 3 May 2007, the Group injected US$5k and granted a shareholder’s loan of US$995k to Rich Containership S.A. representing a 50% interest in the newly set up SPC. The principal activity of this company is ship chartering. On 7 May 2007, the outstanding US4,663kperformancenotefromSeriesII,ofSearexAssetManagementLimited,werefullyredeemed.On28May2007,theGrouphasextendedtheUS4,663k performance note from Series II, of Searex Asset Management Limited, were fully redeemed. On 28 May 2007, the Group has extended the US4 million loan to Panmax Tanker S.A. for settlement of 1st instalment of shipbuilding contract with Xing Long Maritime S.A. On 30 May 2007, Mitsui & Co. Ltd has provided US4mloantoPanmaxTankerS.Aforsettlementof2ndinstallmentofshipbuildingcontractwithXingLongMaritimeS.A.On31May2007,theGroupinjectedUS4m loan to Panmax Tanker S.A for settlement of 2nd installment of shipbuilding contract with Xing Long Maritime S.A. On 31 May 2007, the Group injected US400 and granted a shareholder’s loan of US$1,203k to Matin Shipping Ltd representing a 40% interest in the newly set up SPC. The principal activity of this company is ship chartering. On 19 June 2007, Panmax Tanker S.A. was injected into the Akebono Fund. The transfer is deemed as a disposal from the Group’s perspective. The Group holds a 35% interest in Akebono Fund. 33 Approval of the consolidated financial statements The consolidated financial statements were approved by the board of directors on 27 June 2007. C-51 APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006 Set out below is a summary of certain provisions of the Memorandum and Articles of Association of our Company. 1. MEMORANDUM OF ASSOCIATION The Memorandum of Association of the Company was adopted on 26 June 2007 and states, inter alia, that the liability of members of the Company is limited, that the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Cayman Companies Law or any other law of the Cayman Islands. The Memorandum of Association is available for inspection at the address specified in “General and Statutory Information – Documents Available for Inspection” on page 173 of this Prospectus. 2. ARTICLES OF ASSOCIATION The Articles of Association of the Company were adopted on 26 June 2007 and include provisions to the following effect: 2.1 Classes of Shares The share capital of the Company consists of ordinary shares. The authorised capital of the Company at the date of adoption of the Articles of Association is US$120,000,000 divided into 750,000,000 Shares. 2.2 Directors 2.2.1 Power to vote on a proposal, arrangement or contract in which he is interested A Director (or his alternate Director in his absence) shall not vote on any resolution of the Directors in respect of any contract or arrangement or proposed contract or arrangement in which he has directly or indirectly a personal material interest. 2.2.2 Power to vote on remuneration for himself and other Directors, and quorum at such Board meetings The remuneration to be paid to the Directors shall be such remuneration as the Company from time to time shall determine in general meeting and shall not be increased except pursuant to an ordinary resolution passed at a general meeting where notice of the proposed increase shall have been given in the notice convening the general meeting. A Director cannot vote on his own remuneration. Fees payable to non-executive Directors shall be by a fixed sum, and not by a commission on or a percentage of profits or turnover. Salaries payable to executive Directors may not include a commission on or a percentage of turnover. Such remuneration shall be deemed to accrue from day to day. The Directors shall also be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly the other. 2.2.3 Borrowing powers of Directors The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party. These provisions may be varied by amendments to the Articles of Association of the Company. APPENDIX D – SUMMARY OF THE CONSTITUTION OF OUR COMPANY D-1 2.2.4 Age limit for retirement of Directors There is no age limit imposed under the Articles of Association of the Company for retirement of Directors. 2.2.5 Shareholding qualification of Directors A shareholding qualification for Directors may be fixed by the Company in general meeting, but unless and until so fixed no qualification shall be required. 2.3 Variation of rights of existing shares or classes of shares If at any time the share capital of the Company is divided into different classes of shares, preference capital other than redeemable preference capital may be repaid and the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the sanction of a Special Resolution (which is defined in the Articles of Association of the Company to be a resolution approved by not less than sixty-seven percent (67%) of such Members present in person or by proxy at a general meeting of the Company) passed at a general meeting of the holders of the shares of that class, 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-fourths 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. The provisions of these Articles relating to general meetings shall apply to every such general meeting of the holders of one class of shares except that the necessary quorum shall be one person holding or representing by proxy at least one-third 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. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. 2.4 Alteration of Capital (a) Subject to and in so far as permitted by the provisions of the Cayman Companies Law, the Company may from time to time by Ordinary Resolution (which is defined in the Articles of Association of the Company to be a resolution passed by a simply majority of Members present in person or by proxy at a general meeting of the Company or approved in writing by all the Members entitled to vote at a general meeting) alter or amend its Memorandum otherwise than with respect to its name and objects and may, without restricting the generality of the foregoing: (i) increase the share capital by such sum to be divided into shares of such amount or without nominal or par value as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine; (ii) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (iii) by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the Memorandum or into shares without nominal or par value; and (iv) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person. APPENDIX D – SUMMARY OF THE CONSTITUTION OF OUR COMPANY D-2 (b) All new shares created hereunder shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the original share capital. (c) Without prejudice to Article 14 of the Articles of Association and subject to the provisions of the Cayman Companies Law, the Company may by Special Resolution reduce its share capital and any capital redemption reserve fund. 2.5 Rights, preferences and restrictions attaching to each class of shares Subject to the provisions, if any, in that behalf in the Memorandum and to any direction that may be given by the Company in general meeting and without prejudice to any special rights previously conferred on the holders of existing shares, the Directors may allot, issue, grant options over or otherwise dispose of shares of the Company (including fractions of a share) with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper. The Company shall not issue shares in bearer form. Subject to any special rights conferred on the holders of any shares or class of shares, any share in the Company may be issued with or have attached thereto such preferred, deferred, qualified or other special rights or restrictions, whether with regard to dividend, voting, return of capital or otherwise, as the Company may be ordinary resolution determine or, if there has not been any such determination or so far as the same shall not make specific provision, as the Board may determine. Except as permitted under the rules or regulations of the SGX-ST or any direction given by the Company in general meeting, all new shares shall before issue be offered to such persons who as at the date of the offer are entitled to receive notices from the Company of general meetings in proportion, as far as the circumstances admit, to the amount of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined. After the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered or any part thereof, the Directors may dispose of those shares in such manner as they think most beneficial to the Company. The Directors may likewise so dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the Directors, be conveniently offered. Subject to the provisions of the Cayman Companies Law and the Memorandum, shares may be issued on the terms that they are, or at the option of the Company of the holder are, to be redeemed on such terms and in such manner as the Company, before the issue of the shares, may by Special Resolution determine. Subject to the provisions of the Cayman Companies Law and the Memorandum, the Company may purchase its own shares, including any redeemable shares, in any manner provided that such manner of purchase has first been authorised by the Company in general meeting and may take payment therefor in any manner authorised by the Cayman Companies Law, including out of capital. 2.6 Time limit for lapse of dividend entitlement There is no time limit imposed under the Articles of Association of the Company for lapse of dividend entitlements of Shareholders. 2.7 Restrictions on ownership of shares There are no limitations on the right to own shares. APPENDIX D – SUMMARY OF THE CONSTITUTION OF OUR COMPANY D-3 1. Introduction The Cayman Companies Law is derived, to a large extent, from the older Companies Acts of England, although there are significant differences between the Cayman Companies Law and the current Companies Act of England. Set out below is a summary of certain provisions of the Cayman Companies Law, although this does not purport to contain all applicable qualifications and exceptions or to be a complete review of all matters of corporate law and taxation which may differ from equivalent provisions in jurisdictions with which interested parties may be more familiar. 2. Incorporation The Company was incorporated in the Cayman Islands as an exempted company with limited liability on 17 March 1997 under the Cayman Companies Law (1995 Revision). As such, its operations must be conducted mainly outside the Cayman Islands. The Company is required to file an annual return each year with the Registrar of Companies of the Cayman Islands and pay a fee which is based on the size of its authorised share capital. 3. Share capital The Cayman Companies Law permits a company to issue ordinary shares, preference shares, redeemable shares or any combination thereof. Investors should note that the position under Cayman Companies Law is different from that under Singapore law, which provides that shares of a company incorporated in the Cayman Islands shall have a par value. The Cayman Companies Law provides that where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the value of the premia on those shares shall be transferred to an account called the “share premium account”. At the option of a company, these provisions may not apply to premia on shares of that company allotted pursuant to any arrangement in consideration of the acquisition or cancellation of shares in any other company and issued at a premium. The Cayman Companies Law provides that the share premium account may be applied by a company, subject to the provisions, if any, of its memorandum and articles of association, in such manner as the company may from time to time determine including, but without limitation: (a) paying distributions or dividends to members; (b) paying up unissued shares of the company to be issued to members as fully paid bonus shares; (c) in the redemption and repurchase of shares (subject to the provisions of section 37 of the Cayman Companies Law); (d) writing-off the preliminary expenses of the company; (e) writing-off the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company; and (f) providing for the premium payable on redemption or purchase of any shares or debentures of the company. No distribution or dividend may be paid to members out of the share premium account unless immediately following the date on which the distribution or dividend is proposed to be paid the company will be able to pay its debts as they fall due in the ordinary course of business. The Cayman Companies Law provides that, subject to confirmation by the Grand Court of the Cayman Islands, a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles of association, by special resolution reduce its share capital in any way. APPENDIX E – SUMMARY OF CAYMAN ISLANDS COMPANY LAW E-1 Subject to the detailed provisions of the Cayman Companies Law, a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles of association, issue shares which are to be redeemed or are liable to be redeemed at the option of the company or a shareholder. In addition, such a company may, if authorised to do so by its articles of association, purchase its own shares, including any redeemable shares. However, if the articles of association do not authorise the manner of purchase, a company cannot purchase any of its own shares unless the manner of purchase has first been authorised by an ordinary resolution of the company. At no time may a company redeem or purchase its shares unless they are fully paid. A company may not redeem or purchase any of its shares if, as a result of the redemption or purchase, there would no longer be any member of the company holding shares. A payment out of capital by a company for the redemption or purchase of its own shares is not lawful unless immediately following the date on which the payment is proposed to be made, the company shall be able to pay its debts as they fall due in the ordinary course of business. There is no statutory restriction in the Cayman Islands on the provision of financial assistance by a company for the purchase of, or subscription for, its own or its holding company’s shares. Accordingly, a company may provide financial assistance if the directors of the company consider, in discharging their duties of care and to act in good faith, for a proper purpose and in the interests of the company, that such assistance can properly be given. Such assistance should be on an arm’s-length basis. Investors should note that the position under Cayman Companies Law is different from that under Singapore law, which provides statutory restrictions against a company giving financial assistance to any person directly or indirectly for the purpose of, or in connection with, the acquisition of that company’s shares or shares of its holding company. Financial assistance includes the making of a loan, the giving of a guarantee, the provision of security, and the release of a debt or obligation. 4. Dividends and distributions With the exception of section 34 of the Cayman Companies Law, there are no statutory provisions relating to the payment of dividends. Based upon English case law which is likely to be persuasive in the Cayman Islands in this area, dividends may be paid only out of profits. In addition, section 34 of the Cayman Companies Law permits, subject to a solvency test and the provisions, if any, of the company’s memorandum and articles of association, the payment of dividends and distributions out of the share premium account (see paragraph 3 above for further details). 5. Shareholders’ suits The Cayman Islands courts can be expected to follow English case law precedents. The rule in Foss v. Harbottle (and the exceptions thereto which permit a minority shareholder to commence a class action against or derivative actions in the name of the company to challenge (a) an act which is ultra vires the company or illegal, (b) an act which constitutes a fraud against the minority where the wrongdoers are themselves in control of the company, and (c) an action which requires a resolution with a qualified (or special) majority which has not been obtained) has been applied and followed by the courts in the Cayman Islands. 6. Protection of minorities In the case of a company (not being a bank) having a share capital divided into shares, the Grand Court of the Cayman Islands may, on the application of members holding not less than one fifth of the shares of the company in issue, appoint an inspector to examine into the affairs of the company and to report thereon in such manner as the Grand Court shall direct. Any shareholder of a company may petition the Grand Court of the Cayman Islands which may make a winding up order if the court is of the opinion that it is just and equitable that the company should be wound up. APPENDIX E – SUMMARY OF CAYMAN ISLANDS COMPANY LAW E-2 Claims against a company by its shareholders must, as a general rule, be based on the general laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders as established by the company’s memorandum and articles of association. The English common law rule that the majority will not be permitted to commit a fraud on the minority has been applied and followed by the courts of the Cayman Islands. Investors should note that the position under Cayman Companies Law is different from that under Singapore law, which provides that the rights of minority shareholders are entrenched in the Companies Act, which provides that shareholders may apply to the Singapore courts for an order to remedy situations where (i) a company’s affairs are being conducted or the powers of the company’s directors are being exercised in a manner oppressive to, or in disregard of the interests of one or more of the company’s shareholders as shareholders of the company; or (ii) a company has done an act, or threatens to do an act, or the members or holders of debentures have passed or propose to pass some resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or more of the company’s shareholders. 7. Disposal of assets The Cayman Companies Law contains no specific restrictions on the powers of directors to dispose of assets of a company. As a matter of general law, in the exercise of those powers, the directors must discharge their duties of care and to act in good faith, for a proper purpose and in the interests of the company. Investors should note that the position under Cayman Companies Law is different from that under Singapore law, which provides that prior approval of the company at a general meeting is required before the directors can carry into effect any proposals for disposing of the whole or substantially the whole of the company’s undertaking or property, notwithstanding anything in a company’s memorandum or articles of association. 8. Accounting and auditing requirements The Cayman Companies Law requires that a company shall cause to be kept proper books of account with respect to: (a) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place; (b) all sales and purchases of goods by the company; and (c) the assets and liabilities of the company. Proper books of account shall not be deemed to be kept if there are not kept such books as are necessary to give a true and fair view of the state of the company’s affairs and to explain its transactions. 9. Register of members An exempted company may, subject to the provisions of its articles of association, maintain its principal register of members and any branch registers at such locations, whether within or without the Cayman Islands, as its directors may, from time to time, think fit. There is no requirement under the Cayman Companies Law for an exempted company to make any returns of members to the Registrar of Companies in the Cayman Islands. The names and addresses of the members are, accordingly, not a matter of public record and are not available for public inspection. APPENDIX E – SUMMARY OF CAYMAN ISLANDS COMPANY LAW E-3 10. Inspection of books and records Members of a company will have no general right under the Cayman Companies Law to inspect or obtain copies of the register of members or corporate records of the company. They will, however, have such rights as may be set out in the company’s articles of association. 11. Special resolutions The Cayman Companies Law provides that a resolution is a special resolution when it has been passed by a majority of not less than two-thirds (or such greater number as may be specified in the articles of association of the company) of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given. Written resolutions signed by all the members entitled to vote for the time being of the company may take effect as special resolutions if this is authorised by the articles of association of the company. Investors should note that the position under Cayman Companies Law is different from that under Singapore law, which provides that a special resolution must be passed by at least three-fourths of members voting (in person or by proxy) at a general meeting of which not less than 21 days’ written notice has been duly given. 12. Subsidiary owning shares in parent The Cayman Companies Law does not prohibit a Cayman Islands company acquiring and holding shares in its parent company provided its objects so permit. The directors of any subsidiary making such acquisition must discharge their duties of care and to act in good faith, for a proper purpose and in the interests of the subsidiary. Investors should note that the position under Cayman Companies Law is different from that under Singapore law, which prohibits a company from being a member of a company which is its holding company, and any allotment or transfer of shares in a company to its subsidiary is deemed to be void. 13. Reconstructions There are statutory provisions which facilitate reconstructions and amalgamations approved by a majority in number representing 75 per cent. in value of shareholders or creditors, depending on the circumstances, as are present at a meeting called for such purpose and thereafter sanctioned by the Grand Court of the Cayman Islands. Whilst a dissenting shareholder would have the right to express to the Grand Court his view that the transaction for which approval is sought would not provide the shareholders with a fair value for their shares, the Grand Court of the Cayman Islands is unlikely to disapprove the transaction on that ground alone in the absence of evidence of fraud or bad faith on behalf of management and if the transaction were approved and consummated the dissenting shareholder would have no rights comparable to the appraisal rights (i.e. the right to receive payment in cash for the judicially determined value of his shares) ordinarily available, for example, to dissenting shareholders of United States corporations. 14. Take-overs Where an offer is made by a company for the shares of another company and, within four months of the offer, the holders of not less than 90 per cent. of the shares which are the subject of the offer accept, the offeror may at any time within two months after the expiration of the said four months, by notice require the dissenting shareholders to transfer their shares on the terms of the offer. A dissenting shareholder may apply to the Grand Court of the Cayman Islands within one month of the notice objecting to the transfer. The burden is on the dissenting shareholder to show that the Grand Court should exercise its discretion, which it will be unlikely to do unless there is evidence of fraud or bad faith or collusion as between the offeror and the holders of the shares who have accepted the offer as a means of unfairly forcing out minority shareholders. APPENDIX E – SUMMARY OF CAYMAN ISLANDS COMPANY LAW E-4 15. Indemnification Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy (e.g. for purporting to provide indemnification against the consequences of committing a crime). 16. Liquidation A company is placed in liquidation either by an order of the court or by a special resolution (or, in certain circumstances, an ordinary resolution) of its members. A liquidator is appointed whose duties are to collect the assets of the company (including the amount (if any) due from the contributories (shareholders)), settle the list of creditors and discharge the company’s liability to them, rateably if insufficient assets exist to discharge the liabilities in full, and to settle the list of contributories and divide the surplus assets (if any) amongst them in accordance with the rights attaching to the shares. 17. Stamp duty on transfers No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands. 18. Exchange control There are no exchange control regulations or currency restrictions in the Cayman Islands. APPENDIX E – SUMMARY OF CAYMAN ISLANDS COMPANY LAW E-5 1. NAME OF THE SCHEME The Scheme shall be called the “Uni-Asia Share Option Scheme”. 2. DEFINITIONS 2.1 In the Scheme, unless the context otherwise requires, the following words and expressions shall have the following meanings: “Act” The Companies Act, Chapter 50 of Singapore, as amended, modified or supplemented from time to time. “Adoption Date” The date on which the Scheme is adopted by the Company in general meeting. “Aggregate Subscription Cost” The total amount payable for Shares which may be acquired on the exercise of an Option. “Articles” The articles of association of our Company as amended, supplemented or modified from time to time. “Associate” Shall have the meaning assigned to it in the Listing Manual of the SGX-ST. “Auditors” The auditors of the Company for the time being. “Board” The board of directors of the Company. “Cayman Companies Law” The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. “CDP” The Central Depository (Pte) Limited. “Committee” A committee comprising directors of the Company who are concurrently members of the remuneration committee of the Board, duly authorised, appointed and nominated by the Board pursuant to the Rules to administer the Scheme. “Company” or “Uni-Asia” Uni-Asia Finance Corporation, an exempted company incorporated on 17 March 1997 in the Cayman Islands with limited liability. “control” The capacity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of the Company. “Controlling Shareholder” A Shareholder exercising control over the Company and unless rebutted, a person who controls directly or indirectly a shareholding of fifteen (15) per cent. or more of the Company’s issued share capital shall be presumed to be a Controlling Shareholder of the Company. “CPF” Central Provident Fund. “Date of Grant” In relation to an Option, the date on which the Option is granted pursuant to Rule 6. “Director” A person holding office as a director for the time being of the Company or its Subsidiaries, as the case may be. APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-1 “Employee” An employee of our Group (including any Group Executive Director) selected by the Committee to participate in the Scheme in accordance with Rule 4.1. “Exercise Period” Subject as provided in Rules 8 and 9, the period for the exercise of an Option, being a period commencing: (1) in the case of an Market Price Option granted to an Employee (other than Options granted to Non-Executive Directors), a period commencing after the first anniversary of the Date of Grant and expiring on the tenth anniversary of such Date of Grant, or such other shorter period determined by the Committee; and (2) in the case of a Market Price Option granted to Non- Executive Directors, a period commencing after the first anniversary of the Date of Grant and expiring on the fifth anniversary of such Date of Grant, or such other short period determined by the Committee, Provided that in the case of an Incentive Option, such Option may not be exercised before the second anniversary of the Date of Grant. “Exercise Price” The price at which a Participant shall subscribe for each Share upon the exercise of an Option which shall be the price as determined in accordance with Rule 7.1, as adjusted in accordance with Rule 12. “Grantee” The person to whom an offer of an Option is made. “Group” The Company and its Subsidiaries (as they may exist from time to time). “Group Executive Director” A Director who performs an executive function within our Group. “HK$” Hong Kong dollar. “Incentive Option” An Option granted with the Exercise Price set at a discount to the Market Price. “Market Day” A day on which the Stock Exchange is open for trading in securities. “Market Price” A price equal to the average of the last dealt prices for the Shares on the Stock Exchange over the three (3) consecutive Trading Days immediately preceding the Date of Grant of that Option, as determined by the Committee by reference to the daily official list or any other publication published by the Stock Exchange, rounded to the nearest whole cent in the event of fractional prices. “Market Price Option” An Option granted with the Exercise Price set at the Market Price. APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-2 “Non-Executive Director” A Director of the Company or its Subsidiaries, as the case may be, other than a Group Executive Director. “Offer Date” The date on which an offer to grant an Option is made pursuant to the Scheme. “Option” The right to subscribe for Shares granted or to be granted to an Employee pursuant to the Scheme and for the time being subsisting. “Participant” The holder of an Option. “Rules” Rules of the Uni-Asia Share Option Scheme. “Scheme” The Uni-Asia Share Option Scheme, as the same may be modified or altered from time to time. “Securities Account” The securities account maintained by a Depositor with CDP . “SGX-ST” Singapore Exchange Securities Trading Limited. “Shareholders” Registered holders of Shares. “Shares” Ordinary shares of par value US$0.16 each in the capital of the Company. “Stock Exchange” The Singapore Exchange Securities Trading Limited and any other stock exchange on which the Shares are quoted or listed. “Subsidiaries” A company which is for the time being a subsidiary of the Company as defined by Section 5 of the Act. “Trading Day” A day on which the Shares are traded on the Stock Exchange. “S$” Singapore dollar. “US$” United States dollar. 2.2 The terms “Depositor” and “Depository Agent” shall have the meanings ascribed to them respectively by Section 130A of the Act and the term “Associate” shall have the meaning ascribed to it by the Listing Manual or any other publication prescribing rules or regulations for corporations admitted to the Official List of the SGX-ST (as modified, supplemented or amended from time to time). 2.3 Words importing the singular number shall, where applicable, include the plural number and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter gender. 2.4 Any reference to a time of a day in the Scheme is a reference to Singapore time. 2.5 Any reference in the Scheme to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act, the Cayman Companies Law, or any statutory modification thereof and used in the Scheme shall have the meaning assigned to it under the Act or the Cayman Companies Law, as the case may be. APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-3 3. OBJECTIVES OF THE SCHEME The Scheme is a share incentive plan. The Scheme is proposed on the basis that it is important to retain staff whose contributions are essential to the well-being and prosperity of the Group and to give recognition to outstanding Employees and Non-Executive Directors who have contributed to the growth of the Group. The Scheme will give Participants an opportunity to have a personal equity interest in the Company at no direct cost to its profitability and will help to achieve the following positive objectives: (a) to motivate each Participant to optimise his performance standards and efficiency and to maintain a high level of contribution to the Group; (b) to retain key employees and Directors of the Group whose contributions are essential to the long-term growth and profitability of the Group; (c) to instil loyalty to, and a stronger identification by the Participants with the long-term prosperity of, the Company; (d) to attract potential employees with relevant skills to contribute to the Group and to create value for the Shareholders of the Company; and (e) to align the interests of the Participants with the interests of the Shareholders. 4. ELIGIBILITY OF PARTICIPANTS 4.1 Employees and Non-Executive Directors (other than Controlling Shareholders and their Associates) are eligible to participate in the Scheme. 4.2 The Employee’s eligibility to participate in the Scheme shall be at the absolute discretion of the Committee, which would be exercised judiciously, and in addition, such person must: (a) be confirmed in his/her employment with the Group and not be on probation and have been in the full time service of the Group for at least 12 months on or prior to the Date of Grant; (b) have attained the age of twenty-one (21) years on or before the Date of Grant; and (c) not be an undischarged bankrupt and must not have entered into a composition with his creditors. 4.3 Employees and Non-Executive Directors who are Controlling Shareholders and their Associates are not eligible to participate in the Scheme. 4.4 Subject to the Act and any requirement of the Stock Exchange, the terms of eligibility for participation in the Scheme may be amended from time to time at the absolute discretion of the Committee, which would be exercised judiciously. 4.5 Participants who participate in the Scheme are eligible to participate in other schemes implemented by other companies, if approved by the Committee. 5. MAXIMUM ENTITLEMENT Subject to Rule 4 and Rule 11, the aggregate number of Shares in respect of which Options may be offered to a Grantee for subscription in accordance with the Scheme shall be determined at the discretion of the Committee, which would be exercised judiciously, who shall take into account criteria such as the rank within the Group, performance, years of service and potential for future development of the Grantee. APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-4 6. GRANT AND ACCEPTANCE OF OPTIONS 6.1 Subject as provided in Rule 11, the Committee may grant Options at any time during the period when the Scheme is in force, except that no Options may be offered and/or granted during the period of 30 days immediately preceding the date the Company announces its interim and/or final results (whichever the case may be). In the event that an announcement on any matter of an exceptional nature involving unpublished price sensitive information is made, Options may only be granted on or after the third Market Day from the date on which such announcement is released. 6.2 The Letter of Offer to grant an Option shall be in, or substantially in, the form set out in Schedule A, subject to such modification as the Committee may from time to time determine. 6.3 An Option shall be personal to the person to whom it is granted and shall not be transferred (other than to a Participant’s personal representative on the death of that Participant), charged, assigned, pledged or otherwise disposed of, in whole or in part, except with the prior approval of the Committee. 6.4 The grant of an Option under this Rule 6 shall be accepted by the Grantee within thirty (30) days from the Date of Grant of that Option and, in any event, not later than 5.00 p.m. on the 30th day from such Date of Grant by completing, signing and returning the Acceptance Form in or substantially in the form set out in Schedule B, subject to such modification as the Committee may from time to time determine, accompanied by payment of US$1.00 as consideration. 6.5 If a grant of an Option is not accepted in the manner as provided in Rule 6.4, such offer shall, upon the expiry of the thirty (30) day period, automatically lapse and become null, void and of no effect. 7. EXERCISE PRICE 7.1 Subject to any adjustment pursuant to Rule 12, the Exercise Price for each Share in respect of which an Option is exercisable shall be determined by the Committee, in its absolute discretion, on the Date of Grant, at: (a) a price equal to the Market Price; or (b) a price which is set at a discount to the Market Price, provided that: (i) the maximum discount shall not exceed twenty (20) per cent. of the Market Price; and (ii) the Shareholders in general meeting shall have authorised, in a separate resolution, the making of offers and grants of Options under the Scheme at a discount not exceeding the maximum discount as aforesaid. The Exercise Price shall in no event be less than the nominal value of a Share. 7.2 In making any determination under Rule 7.1(b) on whether to give a discount and the quantum of such discount, the Committee shall be at liberty to take into consideration such criteria as the Committee may, at its absolute discretion, deem appropriate, including but not limited to: (a) the performance of the Company and its Subsidiaries, as the case may be, taking into account financial parameters such as net profit after tax, return on equity and earnings growth; (b) the years of service and individual performance of the Participant; (c) the contribution of the Participant to the success and development of the Company and/or the Group; and (d) the prevailing market conditions. APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-5 8. RIGHTS TO EXERCISE OPTIONS 8.1 Options granted with the Exercise Price set at Market Price shall only be exercisable, in whole or in part (provided that an Option may be exercised in part only in respect of 1000 Shares or any multiple thereof), at any time, by a Participant after the first anniversary of the Date of Grant of that Option, Provided always that the Options (other than Options granted to Non-Executive Directors) shall be exercised before the tenth anniversary of the relevant Date of Grant and Options granted to Non-Executive Directors shall be exercised before the fifth anniversary of the relevant Date of Grant, or such earlier date as may be determined by the Committee, failing which all unexercised Options shall immediately lapse and become null and void and a Participant shall have no claim against the Company. 8.1 Options granted with the Exercise Price set at a discount to Market Price shall only be exercisable, in whole or in part (provided that an Option may be exercised in part only in respect of 1000 Shares or any multiple thereof), at any time, by a Participant after the second anniversary of the Date of Grant of that Option, Provided always that the Options (other than Options granted to Non- Executive Directors and Independent Directors) shall be exercised before the tenth anniversary of the relevant Date of Grant and Options granted to Non-Executive Directors and Independent Directors shall be exercised before the fifth anniversary of the relevant Date of Grant, or such earlier date as may be determined by the Committee, failing which all unexercised Options shall immediately lapse and become null and void and a Participant shall have no claim against the Company. 8.3 An Option shall, to the extent unexercised, immediately lapse without any claim whatsoever against the Company: (a) in the event of misconduct on the part of the Participant as determined by the Committee in its discretion; (b) subject to Rule 8.4(b), where the Participant ceases at any time to be in the employment of any of our Group, for any reason whatsoever; (c) the bankruptcy of the Participant or the happening of any other event which results in his being deprived of the legal or beneficial ownership of an Option; or (d) the company by which he is employed ceasing to be a company within our Group, or the undertaking or part of the undertaking of such company being transferred otherwise than to another company within our Group. For the purpose of Rule 8.3(b), the Participant shall be deemed to have ceased to be so employed as of the last day of his employment. For avoidance of doubt, no Option shall lapse pursuant to Rule 8.3(b) in the event of any transfer of employment of a Participant between the Group. 8.4 In any of the following events, namely: (a) where the Participant ceases at any time to be in the employment of any of our Group or, in the case of a Non-Executive Director, ceases at any time to be a Director, by reason of: (i) ill health, injury or disability (in each case, evidenced to the satisfaction of the Committee); (ii) redundancy; (iii) retirement at or after the legal retirement age; or (iv) retirement before the legal retirement age with the consent of the Committee; or APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-6 (b) any other event approved in writing by the Committee, the Participant may exercise any Option: (i) in the case where the cessation of employment or cessation to be a director, as the case may be, occurs after the first day of the Exercise Period in respect of such Option, within the period of eighteen (18) months after the date of such cessation of employment or such cessation to be a director, as the case may be, or before the expiry of the Exercise Period in respect of that Option, whichever is earlier, and upon expiry of such period the Option shall lapse; and (ii) in the case where the cessation of employment or cessation to be a director, as the case may be, occurs before the first day of the Exercise Period in respect of such Option, within the period of eighteen (18) months after the first day of the Exercise Period in respect of that Option, and upon expiry of such period the Option shall lapse. 8.5 If a Participant dies, whether or not while still in the employment of the Group or, in the case of a Non-Executive Director, still in the appointment as a Director, and at the date of his death holds any unexercised Option, such Option shall continue to be exercisable by the duly appointed personal representatives of the Participant: (a) in the case where death occurs after the first day of the Exercise Period in respect of such Option, within the period of eighteen (18) months after the date of such cessation of employment or before the expiry of the Exercise Period in respect of that Option, whichever is earlier, and upon expiry of such period the Option shall lapse; and (b) in the case where the death occurs before the first day of the Exercise Period in respect of such Option, within the period of eighteen (18) months after the first day of the Exercise Period in respect of that Option, and upon expiry of such period, the Option shall lapse. 9. TAKE-OVER AND WINDING-UP OF THE COMPANY 9.1 Notwithstanding Rule 8 but subject to Rule 9.5, in the event of a take-over being made for the Shares, a Participant shall be entitled to exercise any Option held by him and as yet unexercised, in respect of such number of Shares comprised in that Option as may be determined by the Committee in its absolute discretion, in the period commencing on the date on which such offer is made or, if such offer is conditional, the date on which such offer becomes or is declared unconditional, as the case may be, and ending on the earlier of: (a) the expiry of six (6) months thereafter, unless prior to the expiry of such six-month period, at the recommendation of the officer and with the approvals of the Committee and the Stock Exchange, such expiry date is extended to a later date (in either case, being a date falling not later than the expiry of the Exercise Period relating thereto); or (b) the date of expiry of the Exercise Period relating thereto, whereupon the Option then remaining unexercised shall lapse. Provided that if during such period, the offeror becomes entitled or bound to exercise rights of compulsory acquisition under the provisions of the Act and, being entitled to do so, gives notice to the Participants that it intends to exercise such rights on a specified date, the Option shall remain exercisable by the Participant until the expiry of such specified date or the expiry of the Exercise Period relating thereto, whichever is earlier. Any Option not so exercised shall lapse provided that the rights of acquisition or obligations to acquire shall have been exercised or performed, as the case may be. If such rights or obligations have not been exercised or performed, the Option shall, notwithstanding Rule 8, remain exercisable until the expiry of the Exercise Period relating thereto. APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-7 9.2 If under any applicable laws, the court sanctions a compromise or arrangement proposed for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with another company or companies, each Participant shall be entitled, notwithstanding Rule 8 but subject to Rule 9.5, to exercise any Option then held by him, in respect of such number of Shares comprised in that Option as may be determined by the Committee in its absolute discretion, during the period commencing on the date upon which the compromise or arrangement is sanctioned by the court and ending either on the expiry of 60 days thereafter or the date upon which the compromise or arrangement becomes effective, whichever is later (but not after the expiry of the Exercise Period relating thereto), whereupon the Option shall lapse and become null and void. 9.3 If an order is made for the winding-up of the Company on the basis of its insolvency, all Options, to the extent unexercised, shall lapse and become null and void. 9.4 In the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall on the same date as or soon after it dispatches such notice to each member of the Company give notice thereof to all Participants (together with a notice of the existence of the provision of this Rule 9.4) and thereupon, each Participant (or his personal representative) shall be entitled to exercise all or any of his Options at any time not later than two (2) Business Days prior to the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the Aggregate Subscription Cost whereupon the Company shall as soon as possible and in any event, no later than the Business Day immediately prior to the date of the proposed general meeting referred to above, allot the relevant Shares to the Participant credited as fully paid. 9.5 If in connection with the making of a general offer referred to in Rule 9.1 or the scheme referred to in Rule 9.2 or the winding-up referred to in Rule 9.4, arrangements are made (which are confirmed in writing by the Auditors, acting only as experts and not as arbitrators, to be fair and reasonable) for the compensation of Participants, whether by the continuation of their Options or the payment of cash or the grant of other options or otherwise, a Participant holding an Option, as yet not exercised, may not, at the discretion of the Committee, be permitted to exercise that Option as provided for in this Rule 9. 9.6 To the extent that an Option is not exercised within the periods referred to in this Rule 9, it shall lapse and become null and void. 10. EXERCISE OF OPTIONS, ALLOTMENT AND LISTING OF SHARES 10.1 Subject to Rules 8.1, an Option may be exercised, in whole or in part, by a Participant giving notice in writing to the Company in or substantially in the form set out in Schedule C, subject to such modification as the Committee may from time to time determine. Such notice must be accompanied by payment in cash for the Aggregate Subscription Cost in respect of the Shares for which that Option is exercised and any other documentation the Committee may require. An Option shall be deemed to be exercised upon receipt by the Company of the said notice, duly completed, and the Aggregate Subscription Cost. All payments made shall be made by cheque, cashiers’ order, banker’s draft or postal order made out in favour of the Company or such other mode of payment as may be acceptable to the Company. 10.2 Subject to such consents or other required action of any competent authority under any regulations or enactment for the time being in force as may be necessary and subject to the compliance with the terms of the Scheme and the Memorandum of Association and Articles of the Company, the Company shall, within ten (10) Market Days after the exercise of an Option, allot the relevant Shares and despatch to CDP the relevant share certificates by ordinary post or such other mode as the Committee may deem fit. The Company shall, as soon as practicable after such allotment, apply to the Stock Exchange for permission to deal in and for quotation of such Shares, if necessary. APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-8 10.3 Shares which are allotted on the exercise of an Option by a Participant shall be issued in the name of CDP to the credit of the securities account of that Participant maintained with CDP , the securities sub-account of that Participant maintained with a Depository Agent or (where applicable) the CPF investment account maintained with a CPF agent bank. 10.4 Shares allotted and issued on exercise of an Option shall: (a) be subject to all the provisions of the Memorandum of Association and Articles of the Company; and (b) rank in full for all entitlements, including dividends or other distributions declared or recommended in respect of the then existing Shares, the Record Date for which is on or after the relevant date upon which such exercise occurred, and shall in all other respects rank pari passu with other existing Shares then in issue. “Record Date” means the date fixed by the Company for the purposes of determining entitlements to dividends or other distributions to or rights of holders of Shares. 10.5 The Company shall keep available sufficient unissued Shares to satisfy the full exercise of all Options for the time being remaining capable of being exercised. 11. LIMITATION ON THE SIZE OF THE SCHEME The aggregate nominal amount of new Shares over which the Committee may grant Options on any date, when added to the nominal amount of new Shares issued and issuable in respect of (a) all Options granted under the Scheme, and (b) all awards granted under any other share option, share incentive, performance share or restricted share plan implemented by the Company and for the time being in force, shall not exceed fifteen (15) per cent. of the issued share capital of the Company on the day preceding that date. 12. ADJUSTMENT EVENTS 12.1 If a variation in the issued ordinary share capital of the Company (whether by way of a capitalisation of profits or reserves or rights issue, reduction, subdivision, consolidation, distribution or otherwise) shall take place, then: (a) the Exercise Price of the Shares, the nominal amount, class and/or number of Shares comprised in an Option to the extent unexercised; and/or (b) the nominal amount, class and/or number of Shares over which Options may be granted under the Scheme, shall be adjusted in such manner as the Committee may determine to be appropriate. 12.2 Unless the Committee considers an adjustment to be appropriate, the following (whether singly or in combination) shall not be regarded as events requiring adjustment: (a) any issue of securities as consideration for an acquisition or a private placement of securities or pursuant to any initial public offering of the Shares on the SGX-ST; (b) any increase in the number of issued Shares as a consequence of the exercise of options or other convertibles issued from time to time by the Company entitling the holders thereof to acquire new Shares in the capital of the Company (including the exercise of any Options granted pursuant to the Scheme and any previous or future employee share option scheme(s)); APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-9 (c) any issue of Shares pursuant to any scrip dividend scheme for the time being of the Company; and (d) any reduction in the number of issued Shares as a result of the cancellation of issued Shares purchased by the Company by way of market purchase(s) effected on the SGX-ST on which the Company is listed pursuant to a share purchase mandate (or any renewal thereof) given by the Shareholders of the Company in general meeting and for the time being in force. 12.3 Notwithstanding the provisions of Rule 12.1: (a) no such adjustment shall be made if as a result: (i) the Exercise Price shall fall below the nominal amount of a Share and if such adjustment would, but for this paragraph (a), result in the Exercise Price being less than the nominal amount of a Share, the Exercise Price payable shall be the nominal amount of a Share; or (ii) the Participant receives a benefit that a Shareholder does not receive; and (b) any adjustment (except in relation to a capitalisation issue) must be confirmed in writing by the Auditors (acting only as experts and not as arbitrators) to be in their opinion, fair and reasonable. 12.4 Upon any adjustment required to be made pursuant to this Rule 12, the Company shall notify the Participant (or his duly appointed personal representatives where applicable) in writing and deliver to him (or his duly appointed personal representatives where applicable) a statement setting forth the Exercise Price thereafter in effect and the nominal value, class and/or number of Shares thereafter to be issued on the exercise of the Option. Any adjustment shall take effect upon such written notification being given. 13. ADMINISTRATION OF THE SCHEME 13.1 The Scheme shall be administered by the Committee in its absolute discretion with such powers and duties as are conferred on it by the Board, provided that no member of the Committee shall participate in any deliberation or decision in respect of Options to be granted to him or held by him. The Committee has powers to determine, inter alia, the following: (a) persons to be granted Options; (b) number of Options to be offered; and (c) recommendations for modifications to the Scheme. 13.2 The Committee shall also have the power, from time to time, to make and vary such regulations (not being inconsistent with the Scheme) for the implementation and administration of the Scheme as they think fit. Any matter pertaining or pursuant to the Scheme and any dispute and uncertainty as to the interpretation of the Scheme, any rule, regulation or procedure thereunder or any rights under the Scheme shall be determined by the Committee. 13.3 Neither the Scheme nor the grant of Options under the Scheme shall impose on the Company or the Committee any liability whatsoever in connection with: (a) the lapsing or early expiry of any Options pursuant to any provision of the Scheme; (b) the failure or refusal by the Committee to exercise, or the exercise by the Committee of, any discretion under the Scheme; and/or APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-10 (c) any decision or determination of the Committee made pursuant to any provision of the Scheme. Any decision or determination of the Committee made pursuant to any provision of the Scheme (other than a matter to be certified by the Auditors) shall be final, binding and conclusive. 14. NOTICES 14.1 Any notice required to be given by a Participant to the Company shall be sent or made to the principal place of business of the Company or such other addresses (including electronic mail addresses) or facsimile number, and marked for the attention of the Committee, as may be notified by the Company to him in writing. 14.2 Any notices or documents required to be given to a Participant or any correspondence to be made between the Company and the Participant shall be given or made by the Committee (or such person(s) as it may from time to time direct) on behalf of the Company and shall be delivered to him by hand or sent to him at his home address, electronic mail address or facsimile number according to the records of the Company or the last known address, electronic mail address or facsimile number of the Participant. 14.3 Any notice or other communication from a Participant to the Company shall be irrevocable, and shall not be effective until received by the Company. Any other notice or communication from the Company to a Participant shall be deemed to be received by that Participant, when left at the address specified in Rule 14.2 or, if sent by post, on the day following the date of posting or, if sent by electronic mail or facsimile transmission, on the day of despatch. 15. MODIFICATIONS TO THE SCHEME 15.1 Any or all the provisions of the Scheme may be modified and/or altered at any time and from time to time by resolution of the Committee, except that: (a) no modification or alteration shall alter adversely the rights attaching to any Option granted prior to such modification or alteration except with the consent in writing of such number of Participants who, if they exercised their Options in full, would thereby become entitled to not less than three-quarters in nominal amount of all the Shares which would fall to be allotted upon exercise in full of all outstanding Options; (b) any modification or alteration which would be to the advantage of Participants under the Scheme shall be subject to the prior approval of the Shareholders in general meeting; and (c) no modification or alteration shall be made without the prior approval of the Stock Exchange and such other regulatory authorities as may be necessary. 15.2 Notwithstanding anything to the contrary contained in Rule 15.1, the Committee may at any time by resolution (and without other formality, save for the prior approval of the Stock Exchange) amend or alter the Scheme in any way to the extent necessary to cause the Scheme to comply with any statutory provision or the provision or the regulations of any regulatory or other relevant authority or body (including the Stock Exchange). Written notice of any modification or alteration made in accordance with this Rule 15 shall be given to all Participants. APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-11 16. TERMS OF EMPLOYMENT UNAFFECTED The terms of employment of a Participant shall not be affected by his participation in the Scheme, which shall neither form part of such terms nor entitle him to take into account such participation in calculating any compensation or damages on the termination of his employment for any reason. 17. DURATION OF THE SCHEME 17.1 The Scheme shall continue to be in force at the discretion of the Committee, subject to a maximum period of ten (10) years commencing on the Adoption Date, provided always that the Scheme may continue beyond the above stipulated period with the approval of the Shareholders by ordinary resolution in general meeting and of any relevant authorities which may then be required. 17.2 The Scheme may be terminated at any time by the Committee, at the discretion of the Committee, or by resolution of the Company in general meeting, subject to all relevant approvals which may be required and if the Scheme is so terminated, no further Options shall be offered by the Company hereunder. 17.3 The termination of the Scheme shall not affect Options which have been granted and accepted as provided in Rule 6.4, whether such Options have been exercised (whether fully or partially) or not. 18. TAXES All taxes (including income tax) arising from the exercise of any Option granted to any Participant under the Scheme shall be borne by that Participant. 19. COSTS AND EXPENSES OF THE SCHEME 19.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with the issue and allotment of any Shares pursuant to the exercise of any Option in CDP’s name, the deposit of share certificate(s) with CDP , the Participant’s securities account with CDP , or the Participant’s securities sub-account with a Depository Agent or (where applicable) the CPF investment account with a CPF agent bank. 19.2 Save for the taxes referred to in Rule 18 and such other costs and expenses expressly provided in the Scheme to be payable by the Participants, all fees, costs and expenses incurred by the Company in relation to the Scheme including but not limited to the fees, costs and expenses relating to the allotment and issue of Shares pursuant to the exercise of any Option shall be borne by the Company. 20. DISCLAIMER OF LIABILITY Notwithstanding any provisions herein contained, the Committee and the Company shall not under any circumstances be held liable for any costs, losses, expenses and damages whatsoever and howsoever arising in any event, including but not limited to the Company’s delay in issuing the Shares or applying for or procuring the listing of the Shares on the Stock Exchange in accordance with Rule 10.2. 21. DISCLOSURE IN ANNUAL REPORT The following disclosures (as applicable) will be made by the Company in its annual report for so long as the Scheme continues in operation: (a) the names of the members of the Committee administering the Scheme; APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-12 (b) the information in respect of Options granted to the following Participants in the table set out below: (i) Directors of the Company; and (ii) Participants, other than those in (i) above, who receive five (5) per cent. or more of the total number of Options available under the Scheme. Name of Number of Aggregate Aggregate Aggregate Participant Shares number of number of number of comprised Shares Shares Shares in Options comprised comprised comprised granted in Options in Options in Options during granted exercised outstanding financial since since as at end of year under commencement commencement financial year review of Scheme of Scheme under review (including to end of to end of terms) financial year financial year under review under review (c) the number of Incentive Options during the financial year under review in the following bands: Discount to the Aggregate number of Proportion of Market Price Incentive Options Incentive Options % granted during the to Market Price Options financial year under review granted during the financial year under review 0-10 11-20 22. ABSTENTION FROM VOTING Participants who are Shareholders are to abstain from voting on any Shareholders’ resolution relating to the Scheme. 23. DISPUTES Any disputes or differences of any nature arising hereunder shall be referred to the Committee and its decision shall be final and binding in all respects. 24. GOVERNING LAW The Scheme shall be governed by, and construed in accordance with, the laws of Singapore. The Participants, by accepting Options in accordance with the Scheme, and the Company submit to the exclusive jurisdiction of the courts of Singapore. APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-13 Schedule A UNI-ASIA SHARE OPTION SCHEME LETTER OF OFFER Serial No: Date: To: [Name] [Designation] [Address] Private and Confidential Dear Sir/Madam, 1. We have the pleasure of informing you that, pursuant to the Uni-Asia Share Option Scheme (“Scheme”), you have been nominated to participate in the Scheme by the Committee (the “Committee”) appointed by the Board of Directors of Uni-Asia Finance Corporation (the “Company”) to administer the Scheme. Terms as defined in the Scheme shall have the same meaning when used in this letter. 2. Accordingly, in consideration of the payment of a sum of US$1.00, an offer is hereby made to grant you an option (the “Option”), to subscribe for and be allotted Shares at the price of SforeachShare.3.TheOptionispersonaltoyouandshallnotbetransferred,charged,pledged,assignedorotherwisedisposedofbyyou,inwholeorinpart,exceptwiththepriorapprovaloftheCommittee.4.TheOptionshallbesubjecttothetermsoftheScheme,acopyofwhichisavailableforinspectionatthebusinessaddressoftheCompany.5.IfyouwishtoaccepttheofferoftheOptiononthetermsofthisletter,pleasesignandreturntheenclosedAcceptanceFormwithasumofUS for each Share. 3. The Option is personal to you and shall not be transferred, charged, pledged, assigned or otherwise disposed of by you, in whole or in part, except with the prior approval of the Committee. 4. The Option shall be subject to the terms of the Scheme, a copy of which is available for inspection at the business address of the Company. 5. If you wish to accept the offer of the Option on the terms of this letter, please sign and return the enclosed Acceptance Form with a sum of US1.00 not later than 5.00 p.m. on , failing which this offer will lapse. Yours faithfully, For and on behalf of Uni-Asia Finance Corporation Name: Designation: APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-14 APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-15 Schedule B UNI-ASIA SHARE OPTION SCHEME ACCEPTANCE FORM Serial No: Date: To: The Committee, Uni-Asia Share Option Scheme Uni-Asia Finance Corporation Closing Date for Acceptance of Offer: Number of Shares Offered: Exercise Price for each Share: STotalAmountPayable:IhavereadyourLetterofOfferdatedandagreetobeboundbythetermsoftheLetterofOfferandtheSchemereferredtotherein.TermsdefinedinyourLetterofOffershallhavethesamemeaningswhenusedinthisAcceptanceForm.IherebyaccepttheOptiontosubscribeforSharesatS Total Amount Payable: I have read your Letter of Offer dated and agree to be bound by the terms of the Letter of Offer and the Scheme referred to therein. Terms defined in your Letter of Offer shall have the same meanings when used in this Acceptance Form. I hereby accept the Option to subscribe for Shares at S for each Share. I enclose cash for US1.00inpaymentforthepurchaseoftheOption/IauthorisemyemployertodeductthesumofUS1.00 in payment for the purchase of the Option/I authorise my employer to deduct the sum of US1.00 from my salary in payment for the purchase of the Option. I understand that I am not obliged to exercise the Option. I confirm that my acceptance of the Option will not result in the contravention of any applicable law or regulation in relation to the ownership of shares in the Company or options to subscribe for such shares. I agree to keep all information pertaining to the grant of the Option to me confidential. I further acknowledge that you have not made any representation to induce me to accept the offer and that the terms of the Letter of Offer and this Acceptance Form constitute the entire agreement between us relating to the offer. Please print in block letters Name in full : Designation : Address : Nationality : *NRIC/Passport No. : Signature : Date : Note: * Delete accordingly APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-16 APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-17 Schedule C UNI-ASIA SHARE OPTION SCHEME FORM OF EXERCISE OF OPTION Total number of ordinary shares of US$0.16 each (the “Shares”) offered at S$ for each Share (the “Exercise Price”) under the Scheme on (Date of Grant) : Number of Shares previously allotted thereunder : Outstanding balance of Shares to be allotted thereunder : Number of Shares now to be subscribed : To: The Committee, Uni-Asia Share Option Scheme, Uni-Asia Finance Corporation 1. Pursuant to your Letter of Offer dated and my acceptance thereof, I hereby exercise the Option to subscribe for Shares in Uni-Asia Finance Corporation (the “Company”) at S$ for each Share. 2. I enclose a *cheque/cashier’s order/banker’s draft/postal order no. for by way of subscription for the total number of the said Shares. 3. I agree to subscribe for the said Shares subject to the terms of the Letter of Offer, the Uni-Asia Share Option Scheme and the Memorandum of Association and Articles of the Company. 4. I declare that I am subscribing for the said Shares for myself and not as a nominee for any other person. 5. I request the Company to allot and issue the Shares in the name of The Central Depository (Pte) Limited (“CDP”) for credit of my *Securities Account with CDP/Sub-Account with the Depository Agent/CPF investment account with my Agent Bank specified below and I hereby agree to bear such fees or other charges as may be imposed by CDP in respect thereof. Please print in block letters Name in full : Designation : Address : Nationality : *NRIC/Passport No. : *Direct Securities Account No. : OR *Sub-Account No. : Name of Depository Agent : OR *CPF Investment Account No. : Name of Agent Bank : Signature : Date : Note: * Delete accordingly APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME F-18 Applications are invited for the subscription of the New Shares at the Invitation Price, subject to the following terms and conditions: 1. YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 NEW SHARES OR INTEGRAL MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF NEW SHARES WILL BE REJECTED. 2. Your application for the Offer Shares may be made by way of the printed WHITE Offer Shares Application Forms or by way of Automated Teller Machine (“ATMs”) belonging to the Participating Banks (“ATM Electronic Applications”) or the Internet Banking (“IB”) websites of the relevant Participating Banks (“Internet Electronic Applications”). Application for Internet Placement Shares (also referred to as “Internet Electronic Application”) may only be made by way of an Internet Electronic Application through the website of DBS Vickers Securities Online (Singapore) Pte Ltd (“DBS Vickers Online”) at “www.dbsvonline.com” if you have an Internet trading account with DBS Vickers Online. Internet Electronic Applications, both through the IB websites of the relevant Participating Banks and the website of DBS Vickers Online, shall, together with ATM Electronic Applications, be referred to as “Electronic Applications”. Applications for Placement Shares (other than Internet Placement Shares and Reserved Shares) may only be made by way of the printed BLUE Placement Shares Application Forms or in such other forms of application as the Manager deems appropriate. Application for Reserved Shares may only be made by way of the printed PINK Reserved Shares Application Forms. You may not use your CPF funds to apply for the New Shares. 3. You (being other than an approved nominee company) are allowed to submit ONLY one application in your own name for: (a) the Offer Shares by any one of the following:  Offer Shares Application Form;  ATM Electronic Application; or  Internet Electronic Application; or (b) the Placement Shares (other than the Reserved Shares) by any one of the following:  Internet Electronic Application;  Placement Shares Application Form; or  in such other forms of application as the Manager deems appropriate. If more than one application is submitted for either the Offer Shares or Placement Shares (other than the Reserved Shares), such separate applications shall be deemed to be multiple applications and shall be rejected. If you have made an application for the Placement Shares (other than the Reserved Shares), you should not make any application for the Offer Shares and vice versa. Such separate applications shall be deemed to be multiple applications and shall be rejected. G-1 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE Joint or multiple applications will be rejected. Persons submitting or procuring submissions of multiple share applications (whether for Offer Shares, Placement Shares or both Offer Shares and Placement Shares) may be deemed to have committed an offence under the Penal Code (Chapter 224) of Singapore and the Securities and Futures Act (Chapter 289) of Singapore and such applications may be referred to the relevant authorities for investigation. Multiple applications or those appearing to be or suspected of being multiple applications (other than as provided herein) will be liable to be rejected at the discretion of our Company. An applicant who has made an application for Reserved Shares using a Reserved Shares Application Form may: (a) submit one separate application for Offer Shares in his own name either by way of an Offer Shares Application Form or through an Electronic Application; or (b) submit one separate application for Placement Shares (other than the Reserved Shares) by way of a Placement Shares Application Form or one separate application by way of an Internet Electronic Application through the website of DBS Vickers Online or such other forms of application as the Manager deems appropriate, provided he adheres to the terms and conditions of this Prospectus. Such separate applications will not be treated as multiple applications. 4. We will not accept applications from any person under the age of 21 years, undischarged bankrupts, sole-proprietorships, partnerships, non-corporate bodies, joint Securities Account holders of CDP and applicants whose addresses (furnished in their printed Application Forms or in such other forms of application as the Manager deems appropriate or, in the case of Electronic Applications, contained in the records of the relevant Participating Banks or DBS Vickers Online, as the case may be) 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 deceased name at the time of application. In addition, applicants who wish to subscribe for the Placement Shares through the website of DBS Vickers Online: (a) must not be corporations, sole-proprietorships, partnerships, or any other business entities; (b) must be over the age of 21 years; (c) must not be undischarged bankrupts; (d) must apply for the Placement Shares in Singapore; (e) must have a mailing address in Singapore; and (f) must be customers who maintain trading accounts with DBS Vickers Online. 5. We will not recognise the existence of a trust. Any application by a trustee or trustees must be made in his/their own name(s) and without qualification or, where the application is made by way of a printed Application Form by a nominee, in the name(s) of an approved nominee company or approved nominee companies after complying with paragraph 7 below. 6. WE WILL ONLY ACCEPT NOMINEE APPLICATIONS FROM APPROVED NOMINEE COMPANIES. Approved nominee companies are defined as banks, merchant banks, finance companies, insurance companies, licenced securities dealers in Singapore and nominee companies controlled by them. Applications made by nominees other than approved nominee companies will be rejected. G-2 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE 7. 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 application, your application will be rejected (if you apply by way of an Application Form) or you will not be able to complete your Electronic Application (if you apply by way of an Electronic Application). If you have an existing Securities Account but fail to provide your Securities Account number or provide an incorrect Securities Account number in section B of the Application Form or in your Electronic Application, as the case may be, your application is liable to be rejected. Subject to paragraph 8 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, or in the case of an Electronic Application, contained in the records of the relevant Participating Bank or DBS Vickers Online at the time of your Electronic Application, as the case may be, differ from those particulars in your Securities Account as maintained by CDP . If you have more than one individual direct Securities Account with CDP , your application shall be rejected. 8. If your address as stated in the Application Form or, in the case of an Electronic Application, contained in the records of the relevant Participating Bank or DBS Vickers Online, as the case may be, is different from the address registered with CDP, you must inform CDP of your updated address promptly, failing which the notification letter on successful allocation will be sent to your address last registered with CDP. 9. Our Company reserves the right to reject any application which does not conform strictly to the instructions set out in the Application Forms and this Prospectus (including the instructions set out in the Electronic Applications) or which does not comply with the instructions for Electronic Applications or with the terms and conditions of this Prospectus 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. Our Company further reserves 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 and this Prospectus (including the instructions set out in the Electronic Applications), 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. 10. Our Company reserves the right to reject or to accept, in whole or in part, or to scale down or to ballot any application, without assigning any reason therefor, and we will not entertain any enquiry and/or correspondence on our decision except in respect of applications which have been balloted but subsequently rejected where the reasons for such rejection will be provided to the Applicant. This right applies to applications made by way of Application Forms and by way of Electronic Applications. In deciding the basis of allotment, our Company will give due consideration to the desirability of allotting the New Shares to a reasonable number of applicants with a view to establishing an adequate market for the Shares. 11. Share certificates will be registered in the name of CDP 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 New Shares allotted to you. This will be the only acknowledgement of application monies received and is not an acknowledgement by our Company. You irrevocably authorise CDP to complete and sign on your behalf as transferee or renounce any instrument of transfer and/or other documents required for the issue or transfer of the New Shares allotted to you. This authorisation applies to applications made by way of printed Application Forms, or such other forms of application as the Manager deems appropriate and by way of Electronic Applications. 12. The New Shares may be reallocated between the Placement and the Offer at the discretion of the Manager. G-3 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE In the event of an under-subscription for the Reserved Shares as at the close of the Application List, the number of Reserved Shares under-subscribed shall be made available to satisfy applications for Placement Shares by way of Placement Shares Application Forms or in any other form of application as may be deemed appropriate by the Manager to the extent that there is an over-subscription for such Placement Shares as at the close of the Application List or to satisfy excess applications for Offer Shares, to the extent that there is an over-subscription for Offer Shares as at the close of the Application List. In the event of an under-subscription for Internet Placement Shares to be applied for through the website of DBS Vickers Online as at the close of the Application List, that number of Internet Placement Shares under-subscribed shall be made available to satisfy applications for Placement Shares by way of Placement Shares Application Forms to the extent that there is an over- subscription for such Placement Shares as at the close of the Application List or to satisfy excess applications for Offer Shares, to the extent that there is an over-subscription for Offer Shares as at the close of the Application List. In the event of an over-subscription for Offer Shares as at the close of the Application List and/or Placement Shares (including Internet Placement Shares) are fully subscribed or over-subscribed as at the close of the Application List, the successful applications for Offer Shares will be determined by ballot or otherwise as determined by our Directors, in consultation with the Manager, and approved by the SGX-ST. 13. You irrevocably authorise CDP to disclose the outcome of your application, including the number of New Shares allotted to you pursuant to your application, to our Company, the Manager, the Underwriter, the Placement Agent, DBS Vickers Online and any other parties so authorised by CDP , our Company and the Manager. 14. Any reference to “you” or the “Applicant” in this section shall include an individual, a corporation, an approved nominee company or trustee applying for Offer Shares by way of an Offer Shares Application Form or by way of an Electronic Application and a person applying for Placement Shares (including Internet Placement Shares) by way of Placement Shares Application Form or by way of an Internet Placement Application. 15. By completing and delivering an Application Form or such other application as the Manager deems appropriate and, in the case of an ATM Electronic Application, by pressing the “Enter” or “OK” or “Confirm” or “Yes” key or any other relevant key on the ATM or in the case of an Internet Electronic Application, by clicking “Submit” or “Continue” or “Yes” or “Confirm” or any other button on the IB website of the relevant Participating Banks or the website of DBS Vickers Online (as the case may be) in accordance with the provisions herein, you: (a) irrevocably offer, agree and undertake to subscribe for the number of New Shares specified in your application (or such smaller number for which the application is accepted) at the Invitation Price for each New Share and agree that you will accept such New Shares as may be allotted to you, in each case on the terms of, and subject to the conditions set out in, this Prospectus and the Memorandum and Articles of Association of our Company; (b) agree that in the event of any inconsistency between the terms and conditions for application set out in this Prospectus and those set out in the website of DBS Vickers Online, or the IB websites or ATMs of the Participating Banks, the terms and conditions set out in this Prospectus shall prevail; (c) agree that the aggregate Invitation Price for the New Shares applied for is due and payable to the Company upon application; (d) 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 in determining whether to accept your application and/or whether to allot any New Shares to you; and G-4 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE (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 Manager, Underwriter and Placement Agent will infringe any such laws as a result of the acceptance of your application. 16. Our acceptance of applications will be conditional upon, inter alia, our Company being satisfied that: (a) permission has been granted by the SGX-ST to deal in, and for quotation of, all the issued Share and, the New Shares on the Official List of the SGX-ST; (b) the Management and Underwriting Agreement and the Placement Agreement referred to in the section entitled “General and Statutory Information” of this Prospectus have become unconditional and have not been terminated; and (c) the Monetary Authority of Singapore (the “Authority”) has not issued a stop order which directs that no or no further Shares to which this Prospectus relates be alloted or issued (“Stop Order”). 17. In the event that a Stop Order in respect of the New Shares is issued by the Authority or other competent authority, and: (a) the New Shares have not been issued, we will (as required by law) deem all applications to be withdrawn and cancelled and our Company shall refund the application monies (without interest or any share of revenue or other benefit arising therefrom and at your own risk) to you within 14 days of the date of the Stop Order; or (b) if the New Shares have already been issued but trading has not commenced, the issue will (as required by law) be deemed void and we will refund your payment for the New Shares (without interest or any share of revenue or other benefit arising therefrom and at your own risk) to you within 14 days from the date of the Stop Order. This shall not apply where only an interim Stop Order has been issued. 18. In the event that an interim Stop Order in respect of the New Shares is served by the Authority or other competent authority, no Shares shall be issued to you until the Authority revokes the interim Stop Order. 19. The Authority is not able to serve a Stop Order in respect of the New Shares if the New Shares have been issued and listed on the SGX-ST and trading in them has commenced. 20. We will not hold any application in reserve. 21. We will not allot or allocate any Shares on the basis of this Prospectus later than six months after the date of registration of this Prospectus. 22. All payments in respect of any application for New Shares, and all refunds in respect of any unsuccessful application thereto, shall be made in Singapore currency. 23. Additional terms and conditions for applications by way of Application Forms are set out in the section entitled “Additional Terms and Conditions for Applications Using Printed Application Forms” on pages G-6 to G-10 of this Prospectus. 24. Additional terms and conditions for applications by way of Electronic Applications are set out in the section entitled “Additional Terms and Conditions for Electronic Applications” on pages G-11 to G- 20 of this Prospectus. G-5 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING PRINTED APPLICATION FORMS Applications by way of Application Forms shall be made on and subject to the terms and conditions of this Prospectus, including but not limited to the terms and conditions appearing below as well as those set out under the section “TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE” on pages G-1 to G-20 of this Prospectus, as well as the Memorandum and Articles of Association of our Company. 1. Your application for the Offer Shares must be made using the WHITE Offer Shares Application Forms and WHITE official envelopes “A” and “B”, accompanying and forming part of this Prospectus. Applications for Placement Shares (other than Internet Placement Shares and Reserved Shares) by way of Application Forms must be made using the BLUE Placement Shares Application Forms accompanying and forming part of this Prospectus or in such other forms of application as the Manager deems appropriate. Without prejudice to the rights of the Company, the Manager has been authorised to accept, for and on behalf of the Company, such other form of applications, as the Manager deems appropriate. Applications for Reserved Shares must be made using the Pink Reserved Shares Application Forms. We draw your attention to the detailed instructions contained in the respective Application Forms and this Prospectus for the completion of the Application Forms which must be carefully followed. Our Company reserves the right to reject applications which do not conform strictly to the instructions set out in the Application Forms and this Prospectus or to the terms and conditions of this Prospectus or which are illegible, incomplete, incorrectly completed or which are accompanied by improperly drawn remittances. 2. You must complete your Application Forms in English. Please type or write clearly in ink using BLOCK LETTERS. 3. You must complete all spaces in your Application Forms except those under the heading “FOR OFFICIAL USE ONLY” and you must write the words “NOT APPLICABLE” or “N.A.” in any space that is not applicable. 4. Individuals, corporations, approved nominee companies and trustees must give their names in full. If you are an individual, you must make your application using your full name as it appears in your identity card (if you have such an identification document) or in your passport and, in the case of corporations, in your full names 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. 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 Company’s Share Registrar and Singapore Share Transfer gent. Our Company reserves 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 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. G-6 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE 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 having an interest in the aggregate of more than 50 per cent. 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 New 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 incorporated or constituted under any statute of Singapore have an interest in the aggregate of more than 50 per cent. of the issued share capital of or interests in such corporation. 7. You may apply for the New Shares using only cash. Each application must be accompanied by a cash remittance in Singapore currency for the full amount payable, in respect of the number of New Shares applied for, in the form of a BANKER’S DRAFT, CASHIER’S ORDER or POSB CASHIER’S ORDER drawn on a bank in Singapore, made out in favour of “UNI-ASIA SHARE ISSUE ACCOUNT” crossed “A/C PAYEE ONLY” with your name and address written clearly on the reverse side. APPLICATIONS NOT ACCOMPANIED BY ANY PAYMENT OR ACCOMPANIED BY ANY OTHER FORM OF PAYMENT WILL NOT BE ACCEPTED. REMITTANCES BEARING “NOT TRANSFERABLE” OR “NON TRANSFERABLE” CROSSINGS WILL BE REJECTED. No acknowledgement of receipt will be issued by our Company or the Manager for 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 within 24 hours of the balloting 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. 9. Capitalised terms used in the Application Forms and defined in this Prospectus shall bear the meanings assigned to them in this Prospectus. 10. 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 15 August 2007 or such other time or date as our Directors may, in consultation with the Manager, decide and by completing and delivering this Application Form: (i) your application is irrevocable; and (ii) your remittance will be honoured on first presentation and that any monies returnable may be held pending clearance of your payment without interest or any share of revenue or other benefit arising therefrom; (b) all applications, acceptances or contracts resulting therefrom under the Invitation 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; G-7 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE (c) in respect of the New Shares for which your application has been received and not rejected, acceptance of your application shall be constituted by written notification by or on behalf of our Company and not otherwise, notwithstanding any remittance being presented for payment by or on behalf of our Company; (d) you will not be entitled to exercise any remedy of rescission for misrepresentation at any time after acceptance of your application; (e) reliance is placed solely on information contained in this Prospectus and that none of our Company, the Manager, Underwriter and Placement Agent or any other person involved in the Invitation shall have any liability for any information not so contained; (f) you consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent resident status, CDP Securities Account number and share application amount to our Share Registrar, SGX-ST, CDP , SCCS, our Company, the Manager, Underwriter and Placement Agent; (g) you irrevocably agree undertake to subscribe the number of New Shares applied for as stated in the Application Form or any smaller number of such New Shares that may be allotted and/or allocated to you in respect of your application. In the event that our Company decides to allot and/or allocate any smaller number of New Shares or not to allot and/or allocate any New Shares to you, you agree to accept such decision as final; and (h) 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 New Shares that may be alloted to you. Applications for Offer Shares 1. Your application for Offer Shares MUST be made using the WHITE Offer Shares Application Forms and WHITE official envelopes “A” and “B”. 2. You must: (a) enclose the WHITE Offer Shares Application Form, duly completed and signed, together with your correct remittance in accordance with the terms and conditions of this Prospectus, in the WHITE official envelope “A” provided; (b) in appropriate spaces on the WHITE official envelope “A”: (i) write your name and address; (ii) state the number of Offer Shares applied for; (iii) tick the relevant box to indicated the form of payment; and (v) affix adequate Singapore postage; (c) SEAL THE WHITE OFFICIAL ENVELOPE “A”; (d) write, in the special box provided on the larger WHITE official envelope “B” addressed to DBS Bank Ltd, Equity Capital Markets, 6 Shenton Way, #36-01 DBS Building Tower One, Singapore 068809, the number of Offer Shares you have applied for; and G-8 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE (e) insert WHITE official envelope “A” into WHITE official envelope “B”, seal WHITE official envelope “B”, affix adequate Singapore postage on WHITE official envelope “B” (if despatching by ordinary post) and thereafter DESPATCH BY ORDINARY POST OR DELIVER BY HAND the documents at your own risk to DBS Bank Ltd, Equity Capital Markets, 6 Shenton Way, #36-01 DBS Building Tower One, Singapore 068809, so as to arrive by 12:00 noon on 15 August 2007 or such other time or date as our Directors may, in consultation with the Manager, decide. Local Urgent Mail or Registered Post must NOT be used. No acknowledgement of receipt will be issued for any application or remittance received. 3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly drawn remittances or which are not honoured upon their first presentation may be rejected. 4. ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of receipt will be issued for any application or remittance received. Applications for Placement Shares (other than Internet Placement Shares and Reserved Shares) 1. Your application for Placement Shares (other than Internet Placement Shares and Reserved Shares) must be made using the BLUE Placement Shares Application Forms or in such other forms of application as the Manager deems appropriate. 2. The completed and signed BLUE Placement Shares Application Form and your remittance, in accordance with the terms and conditions of this Prospectus, for the full amount payable in respect of the number of Placement Shares applied for with your name, CDP Securities Account number and address written clearly on the reverse side, must be enclosed and sealed in an envelope to be provided by you. You must affix adequate Singapore postage on the envelope (if despatching by ordinary post) and thereafter the sealed envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your own risk to DBS Bank Ltd, Equity Capital Markets, 6 Shenton Way, #36-01 DBS Building Tower One, Singapore 068809, for the attention of Equity Capital Markets, to arrive by 12:00 noon on 15 August 2007 or such other time or date as our Directors may, in consultation with the Manager, decide. Local Urgent Mail or Registered Post must NOT be used. No acknowledgement receipt will be issued for any application or remittance received. 3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly drawn remittances or which are not honoured upon their first presentation may be rejected. 4. ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of receipt will be issued for any application or remittance received. 5. Alternatively, you may remit your application monies by electronic transfer to the account of DBS Bank Ltd, Shenton Way Branch, Current Account No. 003-710216-4 in favour of “UNI-ASIA SHARE ISSUE ACCOUNT” for the number of Placement Shares applied for by 12.00 noon on 15 August 2007. Applicants who remit their application monies via electronic transfer should send a copy of the telegraphic transfer advice slip to DBS Bank Ltd, Equity Capital Markets, 6 Shenton Way #36-01, DBS Building Tower One, Singapore 068809, for the attention of Equity Capital Markets, to arrive by 12.00 noon on 15 August 2007, or such other time or date as our Directors may, in consultation with the Manager, decide. G-9 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE Applications for Reserved Shares 1. Your application for Reserved Shares must be made using the PINK Reserved Shares Application Forms or in such other forms of application as the Manager deems appropriate. 2. The completed and signed PINK Reserved Shares Application Form and your remittance, in accordance with the terms and conditions of the Prospectus, for the full amount payable in respect of the number of Reserved Shares applied for with your name, CDP Securities Account number and address written clearly on the reverse side, must be enclosed and sealed in an envelope to be provided by you. You must affix adequate Singapore postage on the envelope (if despatching by ordinary post) and thereafter the sealed envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your own risk to Lim Associates (Pte) Ltd, 3 Church Street, #08- 01 Samsung Hub, Singapore 049483, for the attention of Mr. David Woo, to arrive by 12:00 noon on 15 August 2007 or such other time or date as our Directors may, in consultation with the Manager, decide. Local Urgent Mail or Registered Post must NOT be used. 3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly drawn remittances or which are not honoured upon their first presentation may be rejected. 4. ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of receipt will be issued by any application or remittance received. G-10 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS The procedures for Electronic Applications are set out on the ATM screens (in the case of ATM Electronic Applications) and in the case of Internet Electronic Applications on the IB website screens of the relevant Participating Banks and the website screen of DBS Vickers Online (the “Steps”). Currently, DBS Bank and UOB Group are the only Participating Banks through which the Internet Electronic Applications through the IB websites may be made. For illustration purposes, the procedures for Electronic Applications through ATMs, the IB website of DBS Bank and the website of DBS Vickers Online are set out in the paragraphs “Steps for ATM Electronic Applications for Offer Shares through ATMs of DBS Bank (including POSB ATMs)” and the “Steps for Internet Electronic Applications for Offer Shares through the IB website of DBS Bank” and the “Steps for Internet Electronic Applications for Placement Shares through the website of DBS Vickers Online” appearing on pages G-16 to G-20 of this Prospectus. Please read carefully the terms of this Prospectus, the Steps and the terms and conditions for Electronic Applications set out below before making an Electronic Application. Any reference to “you” or the “Applicant” in the “Additional Terms and Conditions for Electronic Applications”, and the Steps shall refer to you making an application for Offer Shares through an ATM or the IB website of a relevant Participating Bank, or an application for Internet Placement Shares through the website of DBS Vickers Online. The Steps set out the actions that you must take at ATMs or the IB website of DBS Bank or the website of DBS Vickers Online to complete an Electronic Application. The actions that you must take at the ATMs or the IB websites of the other Participating Banks are set out on the ATM screens or the IB website screens of the relevant Participating Banks. You must have an existing bank account with and be an ATM cardholder of the relevant Participating Banks before you can make an Electronic Application at the ATMs of the relevant Participating Banks. An ATM card issued by one Participating Bank cannot be used to apply for the Offer Shares at an ATM belonging to other Participating Banks. Upon the completion of your ATM Electronic Application transaction, you will receive an ATM transaction slip (“Transaction Record”), confirming the details of your ATM Electronic Application. The Transaction Record is for your retention and should not be submitted with any printed Application Form. You must ensure that you enter your own Securities Account Number when using the ATM card issued to you in your own name. If you fail to use your own ATM card or do not key in your own Securities Account number, your application will be rejected. If you operate a joint bank account with any of the Participating Banks, you must ensure that you enter your own Securities Account number when using the ATM card issued to you in your own name. Using your own Securities Account number with an ATM card which is not issued to you in your own name will render your Electronic Application liable to be rejected. For an Internet Electronic Application, you must have a bank account with and/or a User Identification (“User ID”) and a Personal Identification Number (“PIN”) given by the relevant participating Banks or DBS Vickers Online, in the case of you applying for Internet Placement Shares through the website of DBS Vickers Online. Upon completion of your Internet Electronic Application through the IB website of DBS, there will be an on-screen confirmation (“Confirmation Screen”) of the application which can be printed out by you for your record. This printed record of the Confirmation Screen is for your retention and should not be submitted with any printed Application Form. If you are making an Internet Electronic Application, you must ensure that the mailing address of your account selected for the application is in Singapore and you must declare that the application is being made in Singapore. Otherwise, your application is liable to be rejected. In this connection, you will be asked to declare that you are in Singapore at the time when you make the application. G-11 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE Your Electronic Application shall be made on the terms and subject to the conditions of this Prospectus, including but not limited to, the terms and conditions appearing below and those set out under the section on “TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE” on pages G-1 to G-20 of this Prospectus, as well as the Memorandum and Articles of Association of our Company. 1. In connection with your Electronic Application for the Offer Shares or Placement Shares in the case of you applying for Internet Placement Shares through the website of DBS Vickers Online, you are required to confirm statements to the following effect in the course of activating the Electronic Application: (a) that you have received a copy of this Prospectus (in the case of ATM Electronic Applications only) and have read, understood and agreed to all the terms and conditions of application for the Offer Shares or Internet Placement Shares and this Prospectus prior to effecting the Electronic Application and agree to be bound by the same; (b) that you consent to the disclosure of your name, NRIC/passport number, address, nationality, permanent resident status, CDP Securities Account number, and share application amount (the “Relevant Particulars”) from your account with the relevant Participating Bank or DBS Vickers Online, as the case may be, to our Share Registrar, SGX-ST, CDP, SCCS, our Company, the Manager, the Underwriter and the Placement Agent (the “Relevant Parties”); and (c) that this is your only application for the Offer Shares or Placement Shares (other than Reserved Shares), as the case may be, and it is made in your name and at your own risk. Your application will not be successfully completed and cannot be recorded as a completed transaction unless you press the “Enter” or “OK” or “Confirm” or “Yes” or any other relevant key in the ATM or click “ Confirm” or “OK” or “Submit” or “Continue” or “Yes” or any other relevant button on the Internet screen. By doing so, you shall be treated as signifying your confirmation of each of the above three statements. In respect of statement 1(b) above, your confirmation, by pressing the “Enter” or “OK” or “Confirm” or “Yes” or any other relevant key or by clicking “Confirm” or “OK” or “Submit” or “Continue” or “Yes” or any other relevant button, shall signify and shall be treated as your written permission, given in accordance with the relevant laws of Singapore, including Section 47(2) of the Banking Act (Chapter 19) of Singapore, to the disclosure by that Participating Bank or DBS Vickers Online, as the case may be, of the Relevant Particulars of your account(s) with that Participating Bank or DBS Vickers Online to the Relevant Parties. 2. BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT APPLYING FOR OFFER SHARES AS NOMINEE OF ANY OTHER PERSON AND THAT ANY ELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU AS BENEFICIAL OWNER. YOUR SHALL MAKE ONLY ONE ELECTRONIC APPLICATION FOR OFFER SHARES AND SHALL NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES, WHETHER AT THE ATMS OF ANY PARTICIPATING BANK OR THE IB WEBSITES OF ANY RELEVANT PARTICIPATING BANK OR THE WEBSITE OF DBS VICKERS ONLINE, AS THE CASE MAY BE, ON THE APPLICATION FORMS. IF YOU HAVE MADE AN APPLICATION FOR OFFER SHARES ON AN APPLICATION FORM, YOU SHALL NOT MAKE AN ELECTRONIC APPLICATION FOR OFFER SHARES AND VICE VERSA. G-12 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE 3. You must have sufficient funds in your bank account with your Participating Bank at the time you make your Electronic Application at the ATM or IB website of the relevant Participating Bank, failing which such Electronic Application will not be completed. Any Electronic Application made at the ATM or IB website of the relevant Participating Bank which does not conform strictly to the instructions set out in this Prospectus or on the screens of the ATM or IB website of the relevant Participating Bank through which your Electronic Application is being made shall be rejected. For Offer Shares, you may make an ATM Electronic Application at the ATM of any Participating Bank or an Internet Electronic Application at the IB websites of the relevant Participating Banks, using only cash by authorising such Participating Bank to deduct the full amount payable from your account with such Participating Bank. If you make an application to subscribe for Internet Placement Shares through the website of DBS Vickers Online, you must have sufficient funds in your nominated automatic payment account with an automatic payment facility (direct debit/credit authorisation or “GIRO”) with DBS Vickers Online. Your application will be rejected if there are insufficient funds in your account for DBS Vickers Online to deduct the full amount payable from your account for your application. 4. You irrevocably agree and undertake to subscribe for and to accept the number of Offer Shares or Placement Shares, as the case may be, applied for as stated on the Transaction Record or the Confirmation Screen or any lesser number of such Offer Shares or Placement Shares that may be allotted and/or allocated to you in respect of your Electronic Application. In the event that our Company decides to allot and/or allocate any lesser number of such Offer Shares or Placement Shares or not to allot any Offer Shares or Placement Shares to you, you agree to accept such decision as final. If your Electronic Application is successful, your confirmation (by your action of pressing the “Enter” or “OK” or “Confirm” or “Yes” or any other relevant key on the ATM or clicking “Confirm” or “OK” or “Submit” or “Continue” or “Yes” or any other relevant button on the Internet screen) of the number of Offer Shares or Placement Shares applied for shall signify and shall be treated as your acceptance of the number of Offer Shares or Placement Shares that may be allotted and/or allocated to you and your agreement to be bound by the Memorandum and Articles of Association of our Company. You also irrevocably authorise CDP to complete and sign on your behalf as tranferee or renouncee any instrument of transfer and/or other documents required for the issue or transfer of the New Shares that may be alloted to you. 5. We will not keep any application in reserve. Where your Electronic Application is unsuccessful, the full amount of the application monies will be refunded (without interest or any share of revenue or other benefit arising therefrom) to you by being automatically credited to your account with your Participating Bank or if you have applied for the Internet Placement Shares through DBS Vickers Online, by ordinary post or such other means as DBS Vickers Online may agree with you, at your own risk, within 24 hours of the balloting provided that the remittance in respect of such application which has not been presented for payment or other processes has been honoured and the application monies have been received in the designated share issue account. Trading on a “when- issued” basis, if applicable, is expected to commence after such refund has been made. Where your Electronic 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 being automatically credited to your account with your Participating Bank or if you have applied for the Internet Placement Shares through DBS Vickers Online, by ordinary post or such other means as DBS Vickers Online may agree with you, at your own risk, within 14 Market Days after the close of the Application List provided that the remittance in respect of 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. G-13 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE Responsibility for timely refund of application monies from unsuccessful or partially successful Electronic Applications lies solely with the respective Participating Banks and with DBS Vickers Online (as the case may be). Therefore, you are strongly advised to consult your Participating Bank or DBS Vickers Online as to the status of your Electronic Application and/or the refund of any money to you from unsuccessful or partially successful Electronic Application, to determine the exact number of Shares allotted and/or allocated to you before trading the Shares on the SGX-ST. None of the SGX-ST, the CDP , the SCCS, the Participating Banks, DBS Vickers Online, our Company, the Manager, the Underwriter and the Placement Agent assume any responsibility for any loss that may be incurred as a result of you having to cover any net sell positions or from buy- in procedures activated by the SGX-ST. If your Electronic Application is unsuccessful, no notification will be sent by the relevant Participating Bank or DBS Vickers Online. It is expected that successful applicants who applied for Internet Placement Shares through the website of DBS Vickers Online will be notified of the results of their application through the website of DBS Vickers Online no later than the evening of the day immediately prior to the commencement of trading of the Shares on the SGX-ST. 6. Applicants who make ATM Electronic Applications for Offer Shares through the ATMs of the following banks may check the provisional results of their ATM Electronic Applications as follows: Bank Telephone Other Channels Operating Hours Service expected from DBS Bank 1800-339 6666 Internet Banking 24 hours a day Evening of the (for POSB account holders) www.dbs.com(1) balloting day 1800-111 1111 (for DBS account holders) OCBC 1800-363 3333 ATM/ Internet Banking/ 24 hours a day Evening of the Phonebanking (2) balloting day UOB Group 1800-222 2121 ATM (Other Transactions 24 hours a day Evening of the “IPO Enquiry”) balloting day www.uobgroup.com (1) (3) Notes: (1) If you have made your Internet Electronic Application through the IB websites of DBS Bank or UOB Group, you may check the results of your application through the same channels listed in the table above in relation to ATM Electronic Application made at the ATMs of DBS Bank or UOB Group. (2) If you have made your Internet Electronic Application through the ATM of the OCBC Bank, you may check the results of your application through OCBC ATMs, OCBC Personal Internet Banking or OCBC Phone banking services. (3) If you have made your Electronic Application through the ATM or the IB website of the UOB Group, you may check the results of your application through UOB Personal Internet Banking, UOB ATMs or UOB Phone Banking services. 7. ATM Electronic Applications shall close at, and Internet Electronic Application and Internet Placement Application must be received by, 12:00 noon on 15 August 2007, or such other time and date as our Directors may, in consultation with the Manager decide. Subject to paragraph 9 below, all Internet Electronic Applications and Internet Placement Applications are deemed to be received when they enter the designated information system of the relevant Participating Bank or DBS Vickers Online, as the case may be. G-14 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE 8. You are deemed to have irrevocably requested and authorised our Company to: (a) register the Offer Shares or Placement Shares, as the case may be, allotted and/or allocated to you in the name of CDP for deposit into your Securities Account; (b) send the relevant Share certificate(s) to CDP; (c) return or refund (without interest or any share of revenue earned or other benefit arising therefrom) the application monies, should your Electronic Application be unsuccessful, by automatically crediting your bank account with your Participating Bank or if you have applied for the Internet Placement Shares through DBS Vickers Online, by ordinary post or such other means as DBS Vickers Online may agree with you, at your risk, within 24 hours of the balloting PROVIDED THAT the remittance in respect of such application which has been presented for payment or such other proccess has been honoured and application monies received in the designated share issue account; and (d) return or refund (without interest or any share of revenue or other benefit arising therefrom) the balance of the application monies, should your Electronic Application be accepted in part only, by automatically crediting your bank account with your Participating Bank or if you have applied for the Internet Placement Shares through DBS Vickers Online, by ordinary post or such other means as DBS Vickers Online may agree with you, at your risk, within 14 Market Days after the close of the Application List PROVIDED THAT the remittance in respect of such application which has been presented for payment or such other proccess has been honoured and application monies received in the designated share issue account. 9. You irrevocably agree and acknowledge that your Electronic Application is subject to risks of electrical, electronic, technical and computer-related faults and breakdown, fires, acts of God and other events beyond the control of the Participating Banks, DBS Vickers Online, our Company, the Manager, Underwriter and Placement Agent, and in any such event our Company, the Manager, DBS Vickers Online and/or the relevant Participating Bank do not receive your Electronic Application, or data relating to your Electronic Application or the tape or any other devices containing such data is lost, corrupted or not otherwise accessible, whether wholly or partially for whatever reason, you shall be deemed not to have made an Electronic Application and you shall have no claim whatsoever against our Company, the Manager, Underwriter and Placement Agent, DBS Vickers Online and/or the relevant Participating Bank for the Offer Shares or Placement Shares, as the case may be, applied for or for any compensation, loss or damage. 10. We do not recognise the existence of a trust. Any Electronic Application by a trustee must be made in his own name and without qualification. Our Company will reject any application by any person acting as nominee (other than approved nominee companies). 11. All your particulars in the records of your Participating Bank or DBS Vickers Online at the time you make your Electronic Application shall be deemed to be true and correct and your Participating Bank, DBS Vickers Online and any other Relevant Parties shall be entitled to rely on the accuracy thereof. If there has been any change in your particulars after making your Electronic Application, you shall promptly notify your Participating Bank or DBS Vickers Online (as the case may be). 12. You should ensure that your personal particulars as recorded by both CDP and the relevant Participating Bank or DBS Vickers Online (as the case may be) are correct and identical, otherwise, your Electronic Application is liable to be rejected. You should promptly inform CDP of any change in address, failing which the notification letter on successful allotment will be sent to your address last registered with CDP . G-15 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE 13. By making and completing an Electronic Application, you are deemed to have agreed that: (a) in consideration of our Company making available the Electronic Application facility, through the Participating Banks and DBS Vickers Online acting as agents of our Company, at the ATMs and the IB websites of the relevant Participating Banks (if any) and at the website of DBS Vickers Online: (i) your Electronic Application is irrevocable; and (ii) your Electronic Application, the acceptance by our Company and the contract resulting therefrom under the Invitation shall be governed by and construed in accordance with the laws of Singapore and you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts; (b) none of our Company, the Manager, Underwriter and Placement Agent, the Participating Banks or DBS Vickers Online shall be liable for any delays, failures or inaccuracies in the recording, storage or in the transmission or delivery of data relating to your Electronic Application to our Company or CDP due to breakdowns or failure of transmission, delivery or communication facilities or any risks referred to in paragraph 9 above or to any cause beyond their respective controls; (c) in respect of the Offer Shares or the Placement Shares, as the case may be, for which your Electronic Application has been successfully completed and not rejected, acceptance of your Electronic Application shall be constituted by written notification by or on behalf of our Company and not otherwise, notwithstanding any payment received by or on behalf of our Company; (d) you will not be entitled to exercise any remedy for rescission for misrepresentation at any time after acceptance of your application; and (e) reliance is placed solely on information contained in this Prospectus and that none of our Company, the Manager, Underwriter and Placement Agent nor any other person involved in the Invitation shall have any liability for any information not so contained. Steps for ATM Electronic Applications for Offer Shares through ATMs of DBS Bank (Including POSB ATMs) Instructions for ATM Electronic Applications will appear on the ATM screens of the Participating Banks. For illustration purposes, the steps for making an ATM Electronic Application through a DBS Bank ATM (including POSB ATM) are shown below. Certain words appearing on the screen are in abbreviated form (“A/c”, “amt”, “appln”, “&”, “I/C”, “SGX” and “No.” refer to “Account”, “amount”, “application”, “and”, “NRIC”, “SGX-ST” and “Number” respectively. Instructions for ATM Electronic Applications on the ATM screens of Participating Banks (other than DBS Bank (including POSB ATMs)), may differ slightly from those represented below. Step 1. Insert your personal DBS Bank or POSB ATM Card 2. Enter your Personal Identification Number 3. Select “CASHCARD & MORE SERVICES” 4. Select “LANGUAGE” (FOR CUSTOMERS USING MULTI-LANGUAGE CARD) 5. Select “ESA-IPO SHARE/INVESTMENTS” 6. Select “ELECTRONIC SECURITY APPLICATION (IPOS/BOND/ST-NOTES)” G-16 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE 7. Read and understand the following statements which will appear on the screen:  THE OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE IN, OR ACCOMPANIED BY, A COPY OF THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT (AND IF APPLICABLE, A COPY OF THE REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT) WHICH CAN BE OBTAINED FROM ANY DBS/POSB BRANCH IN SINGAPORE AND, WHERE APPLICABLE, THE VARIOUS PARTICIPATING BANKS DURING BANKING HOURS, SUBJECT TO AVAILABILITY.  IN THE CASE OF SECURITIES OFFERING THAT IS SUBJECT TO A PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT REGISTERED WITH THE AUTHORITY, ANYONE WISHING TO ACQUIRE THESE SECURITIES (OR UNITS OF SECURITIES) SHOULD READ THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT (AS SUPPLEMENTED OR REPLACED, IF APPLICABLE) BEFORE SUBMITTING HIS APPLICATION WHICH WILL NEED TO BE MADE IN THE MANNER SET OUT IN THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT (AS SUPPLEMENTED OR REPLACED, IF APPLICABLE). A COPY OF THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT, AND IF APPLICABLE, A COPY OF THE REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT HAS BEEN LODGED WITH AND REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE WHO ASSUMES NO RESPONSIBILITY FOR ITS OR THEIR CONTENTS.  PRESS THE “ENTER” KEY TO CONFIRM THAT YOU HAVE READ AND UNDERSTOOD. 8. Select “UNIASIA” to display details 9. PRESS THE “ENTER” KEY TO ACKNOWLEDGE:  YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL TERMS OF THE APPLICATION AND PROSPECTUS/DOCUMENT OR PROFILE STATEMENT, AND IF APPLICABLE, THE REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT.  YOU CONSENT TO DISCLOSE YOUR NAME, NRIC/PASSPORT NO., ADDRESS, NATIONALITY, CDP SECURITIES A/C NO., CPF INVESTMENT A/C NO. AND SECURITY APPLICATION AMOUNT FROM YOUR BANK A/C(S) TO SHARE AND SHARE APPLN AMOUNT FROM YOUR BANK A/C(S) TO SHARE REGISTRARS, SGX, SCCS, CDP , CPF AND THE ISSUER/VENDOR(S).  FOR FIXED AND MAX PRICE SECURITY APPLICATION, THIS IS YOUR ONLY APPLICATION AND IT IS MADE IN YOUR OWN NAME AND AT YOUR OWN RISK.  THE MAXIMUM PRICE FOR EACH SHARE IS PAYABLE IN FULL ON APPLICATION AND SUBJECT TO REFUND IF THE FINAL PRICE IS LOWER.  FOR TENDER SECURITY APPLICATIONS, THIS IS YOUR ONLY APPLICATION AT THE SELECTED TENDER PRICE AND IS MADE IN YOUR OWN NAME AND AT YOUR OWN RISK.  YOU ARE NOT A US PERSON AS REFERRED TO IN THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT AND IF APPLICABLE, THE REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT. G-17 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE  THERE MAY BE A LIMIT ON THE MAXIMUM NUMBER OF SECURITIES THAT YOU CAN APPLY FOR SUBJECT TO AVAILABILITY, YOU MAY BE ALLOCATED A SMALLER NUMBER OF SECURITIES THAN YOU APPLIED FOR OR (IN THE CASE OF AN EARLIER CLOSURE UPON FULL SUBSCRIPTION) YOUR APPLICATION MAY BE REJECTED IF ALL THE AVAILABLE SECURITIES HAVE BEEN FULLY ALLOCATED TO EARLIER APPLICANTS. 10. Select your nationality 11. Select the payment method (i.e. by cash, CPF Funds, or a combination of cash and CPF Funds) 12. Select the DBS Bank account (AutoSave/Current/Savings/Savings Plus) or the POSB account (current/ savings) from which to debit your application monies 13. Enter the number of securities you wish to apply for using cash 14. Enter your own 12-digit CDP Securities Account number (Note: This step will be omitted automatically if your CDP Securities Account number has already been stored in the Bank’s records) 15. Check the details of your share application, your NRIC/passport number and CDP Securities Account number and number of securities on the screen and press the “ENTER” key to confirm application 16. Remove the Transaction Record for your reference and retention only Steps for Internet Electronic Application for Offer Shares through the IB website of DBS Bank For illustrative purposes, the steps for making an Internet Electronic Application through the DBS Bank IB website is shown below. Certain words appearing on the screen are in abbreviated form (“A/c”, “amt”, “&”, “I/C”, “SGX” and “No.” refer to “Account”, “amount”, “and”, “NRIC”, “SGX-ST” and “Number” respectively) Step 1. Click on to DBS Bank website at www.dbs.com 2. Login to Internet banking 3. Enter your User ID and PIN 4. Select “Electronic Security Application (ESA)” 5. Click “Yes” to proceed and to warrant that you have observed and complied with all applicable laws and regulations 6. Select your country of residence and click “I confirm” 7. Click on “UNIASIA” and click the “Submit” button 8. Click “Confirm” to confirm: (a) You have read, understood and agreed to all terms of application and the Prospectus/Document or Profile Statement and if applicable, the Supplementary or Replacement Prospectus/ Document or Profile Statement G-18 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE (b) You consent to disclose your name, I/C or Passport number, address, nationality, CDP Securities Account number., CPF Investment account number (if applicable) and securities application amount from your DBS/POSB Account(s) to Share Registrars, SGX, SCCS, CDP, CPF Board and issuer/vendor(s) (c) You are not a US Person (as such term is defined in Regulation S under the US Securities Act of 1933, as amended) (d) You understand that the securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the “U.S. Securities Act”) or the securities laws of any State of the United States and may not be offered or sold in the United States or to, or for the account or benefit of any “U.S. person” (as defined in Regulation S under the U.S. Securities Act) except pursuant to an exemption from or in a transaction subject to, the registration requirements of the U.S. Securities Act and applicable State security laws. There will be no public offer of the securities mentioned herein in the United States. Any failure to comply with this restriction may constitute a violation of the United States securities laws (e) This application is made in your own name and at your own risk (f) For FIXED/MAX price securities application, this is your only application. For TENDER price securities application, this is your only application at the selected tender price 9. Fill in details for share application and click “Submit” 10. Check the details of your share application, your I/C/passport No. and click “OK” to confirm your application 11. Print Confirmation Screen (optional) for your reference & retention only Steps for Internet Electronic Application for Placement Shares through the website of DBS Vickers Online For illustrative purposes, the steps for making an application through the website of DBS Vickers Online is shown below: Step 1. Access the website at www.dbsvonline.com 2. Login with user ID and password 3. Click on IPO Centre hyperlink to go to the IPO Section 4. Click on the IPO issue hyperlink 5. Click “Yes” to represent, warrant and confirm, inter alia, that you are in Singapore, you have observed and complied with all applicable laws and regulations, you have a mailing address in Singapore, you have read, understood and agreed to the “APPLICATION TERMS AND CONDITIONS” and the “GENERAL TERMS AND DISCLAIMERS” and you are not a U.S. person (as such term is defined in Regulation S under the US Securities Act of 1933, as amended) 6. Confirm the IPO applying for and its details by clicking on the “Next” button G-19 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE 7. Click “Yes, I have read the above terms and conditions and wish to subscribe” and click “Submit” to confirm, inter alia: (a) You have read, understood and agreed to the terms and conditions set out in the Prospectus/Document or Profile Statement including the notes and instructions for the completion of this Application Form and that this application has been made in accordance with the Prospectus/Document or Profile Statement including such notes and instructions. (b) You have read and understood the disclaimers. (c) You have read, understood and agreed to the “APPLICATION TERMS AND CONDITIONS” and the “GENERAL TERMS AND DISCLAIMERS”. (d) You consent to the disclosure of your name, NRIC or passport number, address, nationality and permanent resident status, CDP Securities Account number, CPF Investment Account number (as applicable) and share application amount from your account with DBS Vickers Online to the Share Registrar, SCCS, SGX-ST, CDP , CPF (if applicable), Issuer and the Issue Manager. (e) This application is your only application for the Shares and it is made in your own name and at your own risk. (f) This application is made in Singapore. (g) You understand that these are not deposits or other obligations of or guaranteed or insured by DBS Vickers Online and are subject to investment risks, including the possible loss of the principal amount invested. (h) You declare that (i) you are not under 21 years of age, (ii) you are not a corporation, sole- proprietorship, partnership or any other business entity, (iii) you are not an undisclosed bankrupt, (iv) you are in Singapore, (v) you have a mailing address in Singapore and (vi) you are not a US person (within the meaning of Regulation S under the US Securities Act of 1933, as amended). 8. Fill in amount of share applied for and preferred payment mode, then click “Submit” 9. Check and verify details of your share application and your personal particulars on the screen 10. Enter your password and click “Submit” to continue 11. Click on “Application Status” to check your IPO application details 12. Print page for your reference and retention only G-20 APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE UNI-ASIA FINANCE CORPORATION SUITE A, 26TH FLOOR ADMIRALTY CENTRE TOWER I 18 HARCOURT ROAD HONG KONG
Plain-text mathematical notation (without MathML)
UNI-ASIA 
FINANCE CORPORATION
Registration No. CR-72229
Incorporated in the Cayman Islands with 
limited liability on 17 March 1997
Manager, Underwriter and Placement Agent
INVITATION IN RESPECT OF 
65,400,000 NEW SHARES OF 
US0.16EACH:−a)3,300,000OfferSharesatS0.55 
each by way of public offer;
b)  62,100,000 Placement Shares at  
S0.55eachbywayofplacement,comprising:−i)57,640,000PlacementSharesatS0.55 for each Placement 
Share by way of Placement 
Shares Application Forms (or 
such other forms of application 
as the Manager deems 
appropriate);
ii)  500,000 Internet Placement 
Shares at S0.55foreachInternetPlacementSharereservedforapplicationsmadethroughtheInternetwebsiteofDBSVickersSecuritiesOnline(Singapore)PteLtd;andiii)3,960,000ReservedSharesatS0.55 each reserved for our 
employees, business associates 
and others who have contributed 
to the success of our Group,
payable in full on application (subject 
to the Over-allotment Option). 
PROSPECTUS DATED 8 AUGUST 2007 (Registered by the Monetary Authority of Singapore on 8 August 2007)
This document is important. If you are in any doubt as to the action you should take, you should consult your 
legal, fi
 nancial, tax, or other professional adviser.
We have made an application to the Singapore Exchange Securities Trading Limited (“SGX-ST”) for 
permission to deal in, and for quotation of, all the ordinary shares of US$0.16 each (the “Shares”) in the 
capital of Uni-Asia Finance Corporation (the “Company”) already issued, the new shares which are the subject 
of this Invitation (the “New Shares”), the new Shares which may be issued upon the exercise of the options 
to be granted under the Uni-Asia Share Option Scheme (the “Option Shares”) and the new Shares which may 
be issued upon the exercise of the Over-allotment Option (as defi
 ned below) (the “Additional Shares”). Such 
permission will be granted when we have been admitted to the Offi
 cial List of the SGX-ST. The dealing and 
quotation of the Shares will be in Singapore dollars.
Acceptance of applications will be conditional upon, inter alia, permission being granted by the SGX-ST 
to deal in, and for quotation of, all the existing issued Shares, the New Shares, the Option Shares and the 
Additional Shares. If the completion of the Invitation does not occur because the SGX-ST’s permission is not 
granted or for any other reasons, moneys 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 benefi
 t arising therefrom and you will not 
have any claims against us or the Manager.
In connection with the Invitation, we have granted the Manager an over-allotment option (the “Over-allotment 
Option”) exercisable by the Manager during the period commencing on the date of commencement of trading 
of the Shares on the SGX-ST (the “Commencement Date”) and expiring on the date falling 30 days after 
the Commencement Date. The Manager may subscribe and/or procure subscribers for up to an aggregate 
of 9,810,000 Shares, representing 15 per cent. of the New Shares. The Manager may over-allot and effect 
transactions which stabilise or maintain the market price of the Shares, subject to compliance with the 
laws of Singapore. Such stabilisation, if commenced, may be discontinued by the Manager at any time at the 
Manager’s discretion in accordance with the laws of Singapore.
The SGX-ST assumes no responsibility for the correctness of any of the statements or opinions made or 
reports contained in this Prospectus. Admission to the Offi
 cial List of the SGX-ST is not to be taken as an 
indication of the merits of the Invitation, our Company, our subsidiaries, our Shares, the New Shares, the 
Option Shares or the Additional Shares.
A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the 
“Authority”) on 29 June 2007 and 8 August 2007 respectively. The Authority assumes no responsibility for the 
contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities 
and Futures Act (Cap. 289), or any other legal or regulatory requirements, have been complied with. The 
Authority has not, in any way, considered the merits of the shares or units of shares, as the case may be, 
being offered or in respect of which an invitation is made, for investment.
Investing in our Shares involves risks which are described in the section entitled “RISK FACTORS” of this 
Prospectus.
No Shares will be allotted and/or allocated on the basis of this Prospectus later than six months after the 
date of registration of this Prospectus.


UNI-ASIA FINANCE
CORPORATION
We are an Asia-based structured fi
 nance 
arrangement and Alternative Assets direct
investment fi
 rm. We provide transport-related 
fi
 nance arrangement and investment management
of alternative assets such as ships, distressed assets 
and real estate. Our offi
 ces in Tokyo, Hong Kong and 
Singapore serve clients that include established 
international shipping and aviation companies as 
well as transport conglomerates like the Evergreen 
Group and P.T. Berlian Laju Tanker TBK.


OUR BUSINESS
 Distressed Assets Investment 
> We invest in or purchase Non-Performing Loans (“NPLs”) and 
other distressed assets in Asia
> Between 1998 and 2004, we made 6 direct investments that 
included 24 NPL accounts, realising a return of over 8 times 
our investment within 6 years. In addition to our principal  
investments in NPLs, we have launched two private distressed 
investment funds - AAA Series I and II Funds
Property Investment 
Property Investment and Management -Japan
> Our associated company, Capital Advisers, is engaged in the 
investment in and management of residential and hotel related 
real estate assets in Japan 
> Capital Advisers manages and invests in private property 
funds and the size of assets under management is close to 
US$500 million
Principal Investment in Properties - PRC
> In January 2007, we established a wholly-owned property 
investment company, Uni-Asia Guangzhou, to explore property 
investment opportunities in the PRC
> In June 2007, Uni-Asia Guangzhou completed the acquisition of 
14 offi
 ce units in Guangzhou which will be leased to third parties
STRUCTURED FINANCE 
Our structured fi
 nance department provides an integrated 
service to clients by offering fi
 nancing solutions together 
with charter arrangement services tailor-made to our clients’ 
needs. Our services include acting as the arranger and agent 
for the structured fi
 nancing provided by third party fi
 nancial 
institutions, and offering tax-enhanced structured services and 
products, including mortgage fi
 nancing, tax-oriented leases,as 
well as export credit agency (“ECA”) backed credit, ship charter 
arrangement, and balance sheet management.
ALTERNATIVE ASSETS INVESTMENT 
Our Alternative Assets Investments division leverages on 
our specialist skills in structured fi
 nance arrangement and 
credit analysis to invest in, either as the principal investor or 
in partnership with other investors, three key Alternative 
Asset classes:  
Ship Investment 
> We invest in ships through equity investment in ship owning 
companies and investment funds
> Our strategy is to invest in ships for commercial use that will 
produce attractive investment returns due to the high expected 
demand for, or anticipated shortfall in the supply of these ships
> Since 2004, we have launched three private shipping 
investment funds – Searex Series I and II Funds, and the 
Akebono Fund
> Besides being an investor in the various funds, we have 
played a variety of roles including administrator, fi
 scal agent, 
registrar and project manager, which provides us with a 
monthly fee income


BUILDING ON OUR 
STRENGTHS FOR GROWTH
EXPERIENCED AND COMMITTED 
MANAGEMENT TEAM
> Executive Directors, Executive Offi
 cers and 
employees collectively own approximately 
19.7% of our post-Invitation issued share 
capital and we believe that this has helped 
align their interests with those of our 
Company.
> Clear understanding of industry 
requirements, client-driven focus and 
established investment strategy
SUCCESSFUL TRACK RECORD OF 
INTEGRATED CAPABILITIES IN OUR 
SPECIALIST FIELDS
> Comprehensive range of value-added and 
innovative structures
> Scalable execution capabilities
> Effective internal processes and practices
ABILITY TO LEVERAGE ON OUR LONG-
TERM RELATIONSHIPS WITH OUR WELL-
ESTABLISHED NETWORK
> We can leverage on our long-term 
business relationships, built through 
our investments, partners, corporate 
shareholders and brokers, to identify new 
business opportunities and to formulate 
new and innovative structures to address 
the requirements of business associates. 
Our corporate shareholders include 
Evergreen International S.A., HSH Nordbank 
AG, Exeno Yamamizu, and The Chuo Mitsui 
Trust & Banking Company, Limited
> We have a track record of obtaining repeat 
businesses from our existing clients as well 
as new referrals from existing network
> The strengths and geographical spread of 
these relationships enable us to provide 
cross-border services
OUR GROWTH STRATEGIES
We aim to be a leading Asia-based structured fi
 nance 
arrangement and Alternative Assets direct investment fi
 rm. 
We intend to build on our existing strengths in structured 
fi
 nance and Alternative Assets investments to provide 
one-stop and innovative fi
 nancing solutions to our clients 
as well as to explore and develop Alternative Assets 
investment opportunities by leveraging on our expertise and 
relationships.  We believe that globalisation and economic 
growth will offer us opportunities in terms of cross-border 
fi
 nancing and investments and allow us to build a wider 
presence and network within the region. 
IN SUMMARY, WE INTEND TO:
> Continue to focus and leverage on our 
integrated capabilities and well-established 
relationships
> Expand and diversify our structured fi
 nance 
client and Alternative Assets investment 
portfolios and broaden our geographic 
coverage within Asia
> Launch new ship investment funds
We intend to use the net proceeds received 
by us from the issue of the New Shares 
in the Invitation for investments in the 
Akebono Fund; new container vessels; ship 
investments; distressed assets and/or real 
estate assets.


OUR  FINANCIAL
PERFORMANCE
INCOME  BY BUSINESS 
SEGMENTS IN FY2006
OPERATING PROFIT
EBITDA (US$ million)
FY2004
8.1
FY2005
9.4
FY2006
10.0
CAGR 11.3%
TOTAL INCOME
Revenue (US$ million)
FY2005
18.3
FY2006
FY2004
14.8
19.5
CAGR 14.7%
NET PROFIT
Net Income (US$ million)
9.4
11.4
7.9
CAGR 20.0%
6.0%  Distressed assets 
 
Investment/ Management
6.3%  Others1
0.3%  Property Investment/
 
Management
1 This line item is referenced in Note 3 to the 
consolidated fi
 nancial statements of our 
Company for FY2006 under the line item 
“Unallocated”
FY2005 FY2006
FY2004
56.6%  Ship Investment/
 
Management
30.8%  Structured Finance


> 
Based on the mandates secured as at 
the  Latest Practicable Date, we expect 
to recognise fee income of approximately 
US$10.5 million in FY2007
> 
We also expect to receive fee income as 
well as investment returns in respect of 
new investment funds that are established,  
including the Akebono Fund
> 
The gross dividend payout ratio in respect of 
FY2007 is up to 50 per cent. of the Company’s 
consolidated profi
 ts available for distribution 
for FY2007
Applications for the Shares may be made through:
> ATMs of DBS Bank (including POSB), OCBC and UOB Group,
> Internet banking websites of DBS Bank and UOB Group, or
> Printed application forms which form part of the Prospectus
OUR INCOME STREAMS
INDICATIVE TIMETABLE
OVERVIEW OF INCOME STREAMS 
TO OUR GROUP
STRUCTURED FINANCE
ALTERNATIVE ASSETS 
INVESTMENT
LEGEND
Date and Time
Event
8 August 2007, 8:00 p.m.
Opening date and time for ATM applications
15 August 2007, 12:00 noon
Closing date and time for the Invitation
17 August 2007, 9:00 a.m.
Commence trading on a “ready” basis
Shipping Companies/
Ship Owners
> 
Finance arrangement fees
> 
Charter brokerage fees
> 
Agency fees
Joint Venture Ship Investments
> 
Investment returns
> 
Finance arrangement fees
> 
Project management fees
> 
Administration and 
agency fees
         Akebono Fund
> 
Investment returns
> 
Finance arrangement fees
> 
Administration and 
agency fees
> 
Project management fees
> 
Incentive fees
Property and Distressed 
Assets Investment
> 
Investment returns
> 
Incentive fees
> 
Administration and 
agency fees


Page
CORPORATE INFORMATION..............................................................................................................
4
DEFINITIONS........................................................................................................................................
6
GLOSSARY OF TECHNICAL TERMS..................................................................................................
14
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ..............................................
16
TAKE-OVERS........................................................................................................................................
18
PURCHASE BY OUR COMPANY OF OUR OWN SHARES ..............................................................
19
ATTENDANCE AT GENERAL MEETINGS ..........................................................................................
20
SELLING RESTRICTIONS ..................................................................................................................
21
DETAILS OF THE INVITATION
Listing on the SGX-ST ................................................................................................................
23
Indicative Timetable for Listing....................................................................................................
26
PLAN OF DISTRIBUTION ....................................................................................................................
27
PROSPECTUS SUMMARY
Overview......................................................................................................................................
29
Competitive Strengths ................................................................................................................
32
Prospects ....................................................................................................................................
33
Business Strategy and Future Plans ..........................................................................................
35
Consolidated Results of our Group ............................................................................................
36
Our Contact Details ....................................................................................................................
36
THE INVITATION ..................................................................................................................................
37
EXCHANGE RATES ............................................................................................................................
39
RISK FACTORS
Risks Relating to our Group........................................................................................................
40
Risks Relating to the Industries which We Operate In................................................................
44
Risks Relating to Ownership of our Shares ................................................................................
46
INVITATION STATISTICS ....................................................................................................................
49
USE OF PROCEEDS............................................................................................................................
50
DIVIDEND POLICY ..............................................................................................................................
51
SHARE CAPITAL..................................................................................................................................
52
PRINCIPAL SHAREHOLDERS
Ownership Structure....................................................................................................................
55
Moratorium ..................................................................................................................................
57
CAPITALISATION AND INDEBTEDNESS ..........................................................................................
58
CONTENTS
1


DILUTION..............................................................................................................................................
59
SELECTED FINANCIAL INFORMATION AND OTHER DATA
Consolidated Results of our Group ............................................................................................
60
Reconciliation of our Consolidated Results as set out 
in this Prospectus to our Audited Consolidated Financial Statements ....................................
61
Consolidated Financial Positions of our Group ..........................................................................
62
Pro Forma Financial Statements for the Financial Year ended 31 December 2006 ..................
64
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND 
RESULTS OF OPERATIONS
Overview......................................................................................................................................
65
Review of Results of Operations ................................................................................................
69
Review of Financial Position........................................................................................................
73
Indebtedness ..............................................................................................................................
74
Liquidity and Capital Resources..................................................................................................
75
Capital Expenditure, Investments, Divestments and Commitments............................................
77
Foreign Exchange Exposure ......................................................................................................
79
Critical Accounting Policies ........................................................................................................
80
Significant Changes in Accounting Policies ................................................................................
84
GROUP STRUCTURE ..........................................................................................................................
85
GENERAL INFORMATION ON OUR GROUP
Corporate Development ..............................................................................................................
87
Business Overview......................................................................................................................
90
Sales and Marketing ..................................................................................................................
102
Major Clients ..............................................................................................................................
102
Business Partners ......................................................................................................................
103
Intellectual Property ....................................................................................................................
104
Insurance ....................................................................................................................................
105
Regulations Governing our Group’s Activities in Hong Kong, Japan, Singapore 
and the PRC..............................................................................................................................
106
Seasonality..................................................................................................................................
109
Competition ................................................................................................................................
110
Competitive Strengths ................................................................................................................
110
Exchange Controls......................................................................................................................
112
Properties....................................................................................................................................
114
Prospects ....................................................................................................................................
115
Order Book..................................................................................................................................
117
Business Strategy and Future Plans ..........................................................................................
117
MANAGEMENT REPORTING STRUCTURE ......................................................................................
119
DIRECTORS, MANAGEMENT AND STAFF
Directors ......................................................................................................................................
120
Executive Officers........................................................................................................................
123
Management Committee ............................................................................................................
124
Employees ..................................................................................................................................
126
CONTENTS
2


Remuneration..............................................................................................................................
129
Service Agreements....................................................................................................................
130
CORPORATE GOVERNANCE ............................................................................................................
132
UNI-ASIA SHARE OPTION SCHEME..................................................................................................
134
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTERESTS
Interested Person Transactions ..................................................................................................
141
Potential Conflicts of Interests ....................................................................................................
143
DESCRIPTION OF OUR ORDINARY SHARES ..................................................................................
146
TAXATION ............................................................................................................................................
148
CLEARANCE AND SETTLEMENT ......................................................................................................
157
GENERAL AND STATUTORY INFORMATION
Information on Directors and Executive Officers ........................................................................
158
Share Capital ..............................................................................................................................
168
Bank Borrowings and Working Capital........................................................................................
168
Material Contracts ......................................................................................................................
168
Litigation ......................................................................................................................................
168
Management, Underwriting and Placement Arrangements ........................................................
168
Miscellaneous..............................................................................................................................
170
Consents ....................................................................................................................................
172
Responsibility Statement by our Directors ..................................................................................
172
Documents Available for Inspection ............................................................................................
173
APPENDIX A – Directors’ Report on the Consolidated Financial Statements for the Year 
ended 31 December 2004 ......................................................................................
A-2
Auditors’ Report on the Consolidated Financial Statements for the Year
ended  31 December 2004 ......................................................................................
A-5
Consolidated Financial Statements for the Year ended 31 December 2004 ............
A-6
APPENDIX B – Directors’ Report on the Consolidated Financial Statements for the Year 
ended 31 December 2005 ......................................................................................
B-2
Auditors’ Report on the Consolidated Financial Statements for the Year
ended  31 December 2005 ......................................................................................
B-5
Consolidated Financial Statements for the Year ended 31 December 2005 ............
B-6
APPENDIX C – Directors’ Report on the Consolidated Financial Statements for the Year 
ended 31 December 2006 ......................................................................................
C-2
Auditors’ Report on the Consolidated Financial Statements for the Year
ended  31 December 2006 ......................................................................................
C-5
Consolidated Financial Statements for the Year ended 31 December 2006 ............
C-6
APPENDIX D – Summary of the Constitution of our Company ..........................................................
D-1
APPENDIX E – Summary of Cayman Islands Company Law ............................................................
E-1
APPENDIX F – Rules of the Uni-Asia Share Option Scheme ............................................................
F-1
APPENDIX G – Terms, Conditions and Procedures for Application and Acceptance ........................
G-1
CONTENTS
3


BOARD OF DIRECTORS
:
Motokuni Yamashiro (Executive Director)
Kazuhiko Yoshida (Executive Director)
Michio Tanamoto (Executive Director)
Hamilton Jian Ren Chueh (Non-Executive Director)
Jörg Wilhelm Schelp (Non-Executive Director)
Robert Van Jin Nien (Non-Executive Director)
V-Nee Yeh (Independent Non-Executive Director)
Ang Miah Khiang (Independent Non-Executive Director)
Ronnie Teo Heng Hock (Independent Non-Executive Director)
JOINT COMPANY SECRETARIES
:
Joanna Lim Lan Sim, ACIS
Lim Aik Kun, ACIS
REGISTERED OFFICE
:
Ugland House
P
.O. Box 309
Grand Cayman
Cayman Islands
British West Indies
HEAD OFFICE AND PRINCIPAL
:
Suite A, 26th Floor
PLACE OF BUSINESS
Admiralty Centre Tower I
18 Harcourt Road
Hong Kong
SHARE REGISTRAR AND
:
Lim Associates (Pte) Ltd
SINGAPORE SHARE
3 Church Street #08-01
TRANSFER AGENT
Samsung Hub
Singapore 049483
MANAGER, UNDERWRITER AND
:
DBS Bank Ltd
PLACEMENT AGENT
6 Shenton Way
DBS Building Tower One
Singapore 068809
AUDITORS
:
PricewaterhouseCoopers 
Certified Public Accountants
22nd Floor Prince’s Building
Central
Hong Kong
Partner-in-charge: Colin Shaftesley
SOLICITORS TO THE INVITATION
:
Allen & Gledhill LLP
AND LEGAL ADVISERS TO THE
One Marina Boulevard #28-00
COMPANY ON SINGAPORE LAW
Singapore 018989
LEGAL ADVISERS TO THE
:
Harney Westwood & Riegels
COMPANY AS TO BRITISH
P
.O. Box 71 Road Town
VIRGIN ISLANDS LAW
Tortola, British Virgin Islands
CORPORATE INFORMATION
4


LEGAL ADVISERS TO THE
:
Maples and Calder
COMPANY AS TO CAYMAN
1504 One International Finance Centre
ISLANDS LAW
1 Harbour View Street
Hong Kong
LEGAL ADVISERS TO THE
:
Richards Butler
COMPANY AS TO HONG
20th Floor, Alexandra House
KONG LAW
16-20 Chater Road
Central
Hong Kong
LEGAL ADVISERS TO THE
:
Tanaka Law Office
COMPANY AS TO JAPAN LAW
10th Floor, Landic Akasaka Building
3-4 Akasaka 2-Chome
Minato-ku
Tokyo, 107-0052
Japan
LEGAL ADVISERS TO THE
:
Lauseed & Tittan Law Firm
COMPANY AS TO PRC LAW
11/F, Tower A
Chengjiandasha Plaza
18 Beitaipingzhuang Road
Beijing 100088
PRC
SOLICITORS TO THE MANAGER,
:
Rajah & Tann
UNDERWRITER AND
4 Battery Road #26-01
PLACEMENT AGENT
Bank of China Building
Singapore 049908
PRINCIPAL BANKERS
:
The Hong Kong and Shanghai Banking Corporation Limited
Pacific Place Branch
Two Pacific Place
88 Queensway
Hong Kong
Mizuho Corporate Bank Ltd
Hong Kong Branch
17/F, Two Pacific Place
88 Queensway 
Hong Kong 
Hang Seng Bank Limited
83 Des Voeux Road, Central
Hong Kong
RECEIVING BANK
:
DBS Bank Ltd
6 Shenton Way
DBS Building Tower One
Singapore 068809
CORPORATE INFORMATION
5


In this Prospectus and the accompanying Application Forms, the following definitions apply where the
context so admits:-
“AAA”
:
AAA Strategic Investment Limited, a company incorporated in
the Cayman Islands and held by a charitable trust. AAA owns
and operates the AAA Series I Fund and AAA Series II Fund 
“AAA Series I Fund”
:
The investment fund owned and operated by AAA, comprising
the proceeds from the issue of the AAA Series I Notes and the
assets into which any such proceeds have been converted 
“AAA Series I Notes”
:
The US$5 million of Performance Notes issued by AAA to our
Company and one other investor which is an independent third
party 
“AAA Series II Fund”
:
The investment fund owned and operated by AAA, comprising
the proceeds from the issue of the AAA Series II Notes and the
assets into which any such proceeds have been converted 
“AAA Series II Notes”
:
The US$15 million of Performance Notes issued by AAA to our
Company and the same investor who subscribed to the AAA
Series I Notes 
“Additional Shares”
:
Up to 9,810,000 new Shares (representing 15 per cent. of the
New Shares) which may be issued on the terms and subject to
the conditions of this Prospectus, upon the exercise of the Over-
allotment Option by the Manager
“Akebono Capital Limited”
:
Akebono Capital Limited, a company incorporated in the British
Virgin Islands and held by a charitable trust. Akebono Capital
Limited owns and operates the Akebono Fund
“Akebono Fund”
:
The investment fund owned and operated by Akebono Capital
Limited, comprising the proceeds from the issue of the
Performance Notes and the assets into which any such
proceeds have been converted
“Application Forms”
:
The printed application forms to be used for the purpose of the
Invitation and which form part of this Prospectus
“Application List”
:
The list of applications for subscription of the New Shares
“Articles” or “Articles of 
:
The articles of association of the Company as adopted on 26
Association”
June 2007 and as amended from time to time
“Associate”
:
(a)
In relation to any Director, chief executive officer,
Substantial Shareholder or Controlling Shareholder (being
an individual) means:
(i)
his immediate family;
(ii)
the trustees, acting in their capacity as such
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
DEFINITIONS
6


(iii)
any company in which he and his immediate family
together (directly or indirectly) have an interest of 30
per cent. or more of the aggregate of the nominal
amount of all the voting shares; and
(b)
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 per cent. or more
“associated company”
:
A company in which at least 20% but not more than 50% of its
shares are held by our Group
“ATM”
:
Automated teller machines of a Participating Bank
“Audit Committee”
:
The audit committee of our Company for the time being
“Board” or “Board of Directors”
:
The board of Directors of our Company as at the date of this
Prospectus, unless otherwise stated
“Capital Advisers”
:
Capital Advisers Co., Ltd, a company incorporated on 24
February 2000 in Japan and an associated company of our
Company 
“Cayman Companies Law”
:
The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated
and revised) of the Cayman Islands 
“CMTB”
:
The Chuo Mitsui Trust and Banking Co. Ltd, a company
incorporated in Japan 
“Companies Act”
:
The Companies Act (Chapter 50) of Singapore
“Companies Ordinance”
:
The Companies Ordinance (Chapter 32 of the Laws of Hong
Kong) 
“Company” or “Uni-Asia”
:
Uni-Asia 
Finance 
Corporation, 
an 
exempted 
company
incorporated on 17 March 1997 in the Cayman Islands with
limited liability 
“Controlling Shareholder”
:
In relation to a corporation,
(a)
person who has an interest in the voting shares of a
corporation and who exercises control over the
corporation; or
(b)
a person who has an interest of 15 per cent. or more of
the aggregate of the nominal amount of all the voting
shares in a corporation, unless he does not exercise
control over the corporation
“Directors”
:
The directors of our Company as at the date of this Prospectus,
unless otherwise stated
“ECA”
:
Export credit agency 
DEFINITIONS
7


“Electronic Applications”
:
Applications for the Offer Shares made through an ATM or
through IB websites in accordance with the terms and conditions
of this Prospectus
“EPS”
:
Earnings per Share
“EuroAsia II”
:
EuroAsia II, Inc., a private company incorporated in Panama,
whose principal activity is ship owning
“Evergreen” or “Evergreen 
:
Evergreen International S.A., a private company incorporated in 
International S.A.”
Panama and part of the Evergreen Group, a Substantial
Shareholder of our Company 
“Evergreen Group”
:
Evergreen and its subsidiaries including Evergreen International
Storage and Terminal Corp, EVA Airways, Evergreen Marine
Corp., Gaining Enterprise S.A., Greencompass Marine S.A.,
Evergreen Marine (UK) Limited (formerly known as Hatsu
Marine Limited), Italia Marittima and Evergreen International
Corp.
“Executive Directors”
:
The executive Directors of our Company as at the date of this
Prospectus
“Executive Officers”
:
The executive officers of our Group as at the date of this
Prospectus 
“Exeno Yamamizu” or “Yamamizu”
:
Exeno Yamamizu Corporation, a company incorporated in Japan
“FY”
:
Financial year ended or, as the case may be, ending 31
December
“GCAP Fund”
:
YK Japan Residential Holdings, a fund established in 2004
which is jointly managed by Grosvenor Asia and Capital
Advisers through Grosvenor Capital Advisers Fund Management
Co., Ltd.
“Grosvenor”
:
Grosvenor Group Limited, an international property company
incorporated in the United Kingdom 
“Grosvenor Asia”
:
The group of companies within the Grosvenor Group which
operates the businesses of Grosvenor in Asia 
“Grosvenor Group”
:
Grosvenor and its subsidiaries
“Group”
:
Our Company together with our subsidiaries 
“Harmonic Shipping”
:
Harmonic Shipping S.A., a private company incorporated in
Panama, engaged in the business of ship owning
“Hatsu Marine”
:
Evergreen Marine (UK) Limited, formerly known as Hatsu Marine
Limited, a company incorporated in the UK and part of the
Evergreen Group 
“Hong Kong”
:
The Hong Kong Special Administrative Region of the PRC 
“HSH Nordbank”
:
HSH Nordbank AG, a company incorporated in Germany 
DEFINITIONS
8


“IB”
:
Internet Banking
“Independent Directors” or
:
The independent non-executive Directors of our Company as at
“Independent Non-Executive
the date of this Prospectus
Directors”
“Infinite Asset”
:
Infinite Asset Management (Pte.) Limited, a wholly-owned
subsidiary of Akebono Capital Limited and the intermediate
holding company for the shipping SPCs incorporated in
Singapore
“Internet Placement Shares”
:
The 500,000 Placement Shares available for application through
the Internet website of DBS Vickers Securities Online
(Singapore) Pte Ltd, subject to and on the terms and conditions
of this Prospectus
“Invitation”
:
The invitation by us to the public in Singapore to subscribe for
the New Shares at the Invitation Price, subject to and on the
terms and conditions of this Prospectus
“Invitation Price”
:
S$0.55 for each New Share  
“Italia Marittima”
:
Italia Marittima S.p.A., formerly known as Lloyd Triestino di
Navigazione S.p.A., a company incorporated in Italy and part of
the Evergreen Group 
“Latest Practicable Date”
:
19 June 2007, being the latest practicable date for the purposes
of lodgment of this Prospectus
“Listing Date”
:
The date trading in the Shares commences on the SGX-ST
“Listing Manual”
:
The Listing Manual of the SGX-ST
“Management and Underwriting 
:
The conditional management and underwriting agreement dated 
Agreement”
8 August 2007 entered into between our Company, the Manager
and the Underwriter relating to the Invitation 
“Market Day”
:
A day on which the SGX-ST is open for trading in securities
“Matin Shipping Limited”
:
Matin Shipping Limited, a company incorporated in Hong Kong,
engaged in the business of ship owning
“Memorandum” or “Memorandum  
:
The memorandum of association of the Company as adopted on 
of Association”
26 June 2007 and as amended from time to time 
“MOFTEC”
:
The Ministry of Foreign Trade and Economic Cooperation of the
PRC
“NAV”
:
Net asset value
“New Shares”
:
The 65,400,000 Shares which are the subject of this Invitation
“NTA”
:
Net tangible assets
“Offer”
:
The offer by our Company of the Offer Shares to the public in
Singapore for subscription at the Invitation Price, subject to and
on the terms and conditions of this Prospectus
DEFINITIONS
9


“Offer Shares”
:
3,300,000 New Shares which are the subject of the Offer
“Option”
:
The right to subscribe for Shares granted or to be granted to an
employee pursuant to the Scheme and for the time being
subsisting
“Option Shares”
:
The new Shares which may be allotted and issued upon the
exercise of the Options pursuant to the Scheme 
“Over-allotment Option”
:
The option granted by us to the Manager to require us to issue
up to 9,810,000 Additional Shares at the Invitation Price solely
for the purpose of covering over-allotment of Shares (if any),
upon the terms and subject to and on the terms and conditions
of this Prospectus and referred to in the section entitled “Over-
allotment and Stabilisation” of this Prospectus
“Pacific Leasing Corporation”
:
, a company incorporated in the PRC and an
independent third party 
“Panmax”
:
Panmax Tanker S.A., a special purpose company established in
Panama
“PER”
:
Price earnings ratio
“Placement”
:
The placement of the Placement Shares by the Placement
Agent on behalf of our Company for subscription at the Invitation
Price, subject to and on the terms and conditions of this
Prospectus
“Placement Shares”
:
62,100,000 of the New Shares (including the Internet Placement
Shares and the Reserved Shares), which are the subject of the
Placement
“PRC” or “China”
:
The People’s Republic of China which, for the purposes of this
Prospectus and for geographical reference, excludes Hong
Kong, the Macau Special Administrative Region and Taiwan
“Prospectus”
:
This Prospectus dated 8 August 2007 issued by our Company in
respect of the Invitation
“Reserved Shares”
:
The 3,960,000 Placement Shares reserved for our employees,
business associates and others who have contributed to the
success of our Group
“Rich Containership S.A.”
:
A special purpose company incorporated in Panama, engaged in
the business of ship owning
“Scheme”
:
The Uni-Asia Share Option Scheme adopted by our Company
on 26 June 2007 and as described in the section entitled “Uni-
Asia Share Option Scheme” of this Prospectus
“Searex”
:
Searex Asset Management Limited, a company incorporated in
the British Virgin Islands and held by a charitable trust. Searex
owns and operates the Searex Series I Fund and Searex Series
II Fund 
DEFINITIONS
10


“Searex Series I Fund”
:
The investment fund owned and operated by Searex comprising
the proceeds from the issue of the Searex Series I Notes, the
assets into which any such proceeds have been converted and
all loans advanced to Searex in relation to shipping interests
acquired for the benefit of the holders of the Searex Series I
Notes 
“Searex Series I Notes”
:
The US$17 million Performance Notes issued by Searex to our
Company and five other investors 
“Searex Series II Fund”
:
The investment fund owned and operated by Searex comprising
the proceeds from the issue of the Searex Series II Notes, the
assets into which any such proceeds have been converted and
all loans advanced to Searex in relation to shipping interests
acquired for the benefit of the holders of the Searex Series II
Notes 
“Searex Series II Notes”
:
The US$23 million Performance Notes issued by Searex to the
same investors who subscribed for the Searex Series I Notes
and to four additional new investors
“Securities Account”
:
The securities account maintained by a depositor with CDP
“Service Agreements”
:
The service agreements entered into between our Company and
each of our Executive Directors Mr. Motokuni Yamashiro, Mr.
Kazuhiko Yoshida and Mr. Michio Tanamoto
“SFA”
:
The Securities and Futures Act (Chapter 289) of Singapore
“SFC”
:
The Securities and Futures Commission of Hong Kong  
“SFO”
:
Securities and Futures Ordinance, Chapter 571 of the Laws of
Hong Kong  
“Share Lending Agreement”
:
An agreement dated 8 August 2007 entered into between Mr.
Motokuni Yamashiro and the Manager pursuant to which Mr.
Motokuni Yamashiro may lend up to 9,810,000 Shares to the
Manager representing 15 per cent. of the New Shares, for the
purpose of facilitating settlement of the over-allotment of Shares
(if any) in connection with the Invitation
“Shareholders”
:
Registered holders of Shares
“Shares”
:
Ordinary shares of US$0.16 each in the capital of our Company
“SPC”
:
Special purpose company
“Substantial Shareholders”
:
Persons who have an interest in the Shares, the nominal amount
of which is not less than 5 per cent. of the aggregate of the
nominal amount of all the voting Shares of our Company
“Sunrise Shipping S.A.”
:
Sunrise Shipping S.A., a private company incorporated in
Panama, engaged in the business of ship owning 
“Uni-Asia Guangzhou”
:
, or Uni-Asia Guangzhou Property
Management Company Limited, a private company incorporated
in Guangzhou, the PRC, engaged in the business of property
investment and management  
DEFINITIONS
11


“Uni-Ships and Management 
:
Uni-Ships and Management Limited, a company incorporated in 
Limited”
Hong Kong. Uni-Ships and Management Limited is a joint
venture between Maritime 24 (Pte) Ltd, Uni-Asia, Uni-Fast
Limited and Wealth Ocean which each respectively has a
shareholding of 30%, 30%, 30% and 10%. It provides project
management, accounting and administration services to Uni-
Asia’s investment fund vehicles 
“UK” or “United Kingdom”
:
England, Wales, Scotland and Northern Ireland 
“US”, “USA” or “United States”
:
The United States of America 
“Wealth Ocean”
:
Wealth Ocean Services Limited, a company incorporated in
Hong Kong and an independent third party. Wealth Ocean is
engaged in marine-related activities  
Currencies, Units of Measurement and Others
“€”
:
Euro, the lawful currency of certain nations within the European
Union
“HK$”
:
Hong Kong dollars, the lawful currency of Hong Kong
“JPY” or “Yen”
:
Japanese Yen, the lawful currency of Japan 
“%” or “per cent.”
:
Per centum or Percentage
“Renminbi” or “RMB”
:
PRC Renminbi, the lawful currency of the People’s Republic of
China
“S$” and “cents”
:
Singapore dollars and cents respectively, the lawful currency of
the Republic of Singapore
“sq ft”
:
Square feet
“sq m”
:
Square metres
“US dollars” or “US$”
:
United States dollars, the lawful currency of the United States of
America 
Other Corporations and Agencies
“CDP”
:
The Central Depository (Pte) Limited
“CPF”
:
The Central Provident Fund
“DBS”, “DBS Bank”, “Manager”, 
:
DBS Bank Ltd
“Underwriter”, “Placement 
Agent” or “Receiving Bank”
“MAS” or the “Authority”
:
The Monetary Authority of Singapore
“Participating Banks”
:
DBS Bank (including POSB), United Overseas Bank Limited
(“UOB”) and its subsidiary, Far Eastern Bank Limited (the “UOB
Group”), and Oversea-Chinese Banking Corporation Limited
(“OCBC”)
DEFINITIONS
12


“SGX-ST”
:
Singapore Exchange Securities Trading Limited
“Share Registrar”
:
Lim Associates (Pte) Ltd
In this Prospectus, unless otherwise specified, conversions of US dollars into Singapore dollars are
based on the rate of US$1.00 to S1.52andconversionsofYentoUSdollarsarebasedontherateofUS1.00 to 118.9 Yen. This exchange rate is for reference only. No representation is made by us that any
amount in US$ has been, could have been or could be converted at the above rates or at any other rates
or at all.
All figures are translated (where relevant) for the purposes of this Prospectus from square metre, to
square feet at 1 square metre = 10.764 square feet.
The expressions “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings
ascribed to them respectively in Section 130A 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 Prospectus, the Application Forms and Electronic Applications 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 Cayman Companies Law, the SFA or any statutory
modification thereof and used in this Prospectus, the Application Forms and Electronic Applications shall,
where applicable, have the meaning assigned to it under the Companies Act, the Cayman Companies
Law, the SFA or any statutory modification thereof, as the case may be.
Any reference in this Prospectus, the Application Forms and the Electronic Applications 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 Prospectus shall be a reference to Singapore time unless otherwise
stated.
References in this Prospectus to “our Group”, “we”, “our”, and “us” refer to our Group.
Certain names with Chinese or Japanese characters have been translated into English names. Such
translations are provided solely for the convenience of Singapore-based investors and for identification
purposes only. They may not be registered with the relevant PRC or Japanese authorities (as the case
may be) and should not be construed as representations that the English names actually represent the
Chinese or Japanese characters. In the case of any inconsistency between the English names and their
respective official Chinese or Japanese names (as the case may be), the Chinese or Japanese names
shall prevail.
Any discrepancies in the tables included herein between the listed amounts and the totals thereof are due
to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of
the figures that precede them.
DEFINITIONS
13


To facilitate a better understanding of our business, the following glossary provides a description of some
of the technical terms and abbreviations as they relate to us and as they are used in this Prospectus, and
may not correspond to standard industry definitions or usage of the terms:
“Alternative Assets”
:
A general term to describe non-mainstream investment assets. For Uni-
Asia, at the Latest Practicable Date, the Alternative Assets we invest in
include ships, distressed assets (including NPLs and other distressed
assets in Asia (excluding Japan)), property (including hotel and
residential properties in Japan and commercial properties in the PRC) 
“Bareboat Charter”
:
Charter in which a bare ship is chartered without crew. The Charterer
takes over the vessel for a stipulated sum with minimum restrictions,
usually for five or more years 
“Bulk Carriers”
:
A ship designed for homogeneous cargo stowed in bulk and not enclosed
in any container
“Bunkers”
:
Fuel for vessels. Type will vary depending upon propulsion mode of
vessel. Steamships use heavy fuel oil, diesels use range of fuels from
heavy to light, and gas turbines generally use kerosene 
“Charterer”
:
Person given use of vessel or all or part of the carrying capacity of a
vessel to transport cargo/passengers for specified time 
“Charter Party”
:
Document of contract/agreement by which shipowner agrees to lease and
the Charterer agrees to hire entire ship and all/ part of cargo space for
agreed sum under certain conditions 
“Charter Rates”
:
The tariff applied for chartering tonnage in a particular trade 
“DWT”
:
Dead Weight Tons is the total weight of a vessel including all items on
board the vessel when the vessel is loaded to her maximum loading limit 
“Handy Max”
:
Tankers of about 40,000 to 60,000 DWT 
“Handy Size”
:
Tankers of about 10,000 to 40,000 DWT 
“IRR”
:
Internal rate of return, which is the interest rate received for an
investment that consists of payments and income. The IRR is the interest
rate corresponding to a zero net present value. Net IRR takes into
account direct transaction costs of a transaction
“NPL(s)”
:
Non-performing loan whereby the borrower of the loan is in default or is
highly likely to default. Collateral or guarantees agreed for the loan,
therefore, may or may not be available when such loan is in default 
“Performance Notes”
:
An evidence of entitlement issued by the issuer of the note pursuant to a
deed of covenant created by the issuer and subscribed by the note
holders pursuant to a subscription agreement. They are redeemed semi-
annually, in whole or in part, calculated based on net cash recovered
from the underlying assets of the issuer. Note redemptions are
determined based on the total original cost of recovered assets less the
deduction of fees and other expenses incurred in recovery of such
assets. Recovery amounts from assets in excess of that required for
performance note repayments are paid out as interest on the
performance note
GLOSSARY OF TECHNICAL TERMS
14


“TEU”
:
Twenty foot equivalent unit
“Time Charter”
:
Charter for varying periods of time, typically between one and 10 years,
under which owner hires out vessel to Charterer, fully manned,
provisioned, stored and insured. The Charterer is usually responsible for
bunkers, port charges, canal tolls and any crew overtime connected with
cargo 
“Tokumei Kumiai” or “TK”
:
A form of silent partnership structure used in Japan. TK is used in very
sophisticated cross-border tax structuring and is created by a contractual
agreement between two or more parties: the “proprietor” or “operator” and
the “silent” or “limited” partners. The silent partner contributes cash or
asset to the operator who manages asset for the business designated in
the partnership agreement. The economic benefits are shared between
the parties
GLOSSARY OF TECHNICAL TERMS
15


All statements contained in this Prospectus, statements made in press releases and oral statements that
may be made by us or our Directors, Executive Officers or employees acting on our 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 Prospectus regarding matters that are not historical fact,
are only predictions. 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 expressed or implied by these forward-
looking statements. These risks, uncertainties and other factors include, among others:
(a) 
changes in political, social and economic conditions and the regulatory environment in Hong Kong,
the PRC, Japan and other countries in which we conduct business;
(b) 
changes in currency exchange rates;
(c) 
our anticipated growth strategies and expected internal growth;
(d) 
changes in customer preferences;
(e) 
changes in competitive conditions and our ability to compete under such conditions;
(f) 
changes in our future capital needs and the availability of financing and capital to fund such needs;
and
(g) 
other factors beyond our control.
Some of these risk factors are discussed in more detail under the section entitled “Risk Factors” of this
Prospectus.
Given the risks and uncertainties that may cause our actual future results, performance or achievements
to be materially different than expected, expressed or implied by the forward-looking statements in this
Prospectus, undue reliance must not be placed on these statements which apply only as at the date of
this Prospectus. Neither our Company, the Manager, Underwriter and Placement Agent, nor any other
person represents or warrants that our actual future results, performance or achievements will be as
discussed in those statements.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
16


Our actual results may differ materially from those anticipated in these forward-looking statements as a
result of the risks faced by us. We and the Manager, Underwriter and Placement Agent, disclaim any
responsibility to update any of those forward-looking statements or publicly announce any revisions to
those forward-looking statements to reflect future developments, events or circumstances. We are,
however, subject to the provisions of the SFA and the Listing Manual of the SGX-ST regarding corporate
disclosure. In particular, pursuant to Section 241 of the SFA, if after this Prospectus is registered but
before the close of the Invitation, we become aware of (a) a false or misleading statement or matter in
this Prospectus; (b) an omission from this Prospectus of any information that should have been included
in it under Section 243 of the SFA; or (c) a new circumstance that has arisen since this Prospectus was
lodged with the Authority and would have been required by Section 243 of the SFA to be included in this
Prospectus, if it had arisen before this Prospectus was lodged and that is materially adverse from the
point of view of an investor, we may lodge a supplementary or replacement Prospectus with the Authority.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
17


Pursuant to Section 88 of the Cayman Companies Law, where a scheme or contract involving the transfer
of Shares or any class of shares in the Company to another company, whether a company (the
“transferee company”) has, within four months after the making of the offer in that behalf by the
transferee company, been approved by the holders of not less than 90 per cent. in value of the shares
affected, the transferee company may, at any time within two months after the expiration of the said four
months, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire his
shares, and where such notice is given the transferee company shall, unless on an application made by
the dissenting shareholder within one month from the date on which the notice was given, unless the
court thinks fit to order otherwise, be entitled and bound to acquire those shares on the terms on which
under the scheme or contract the shares of the approving shareholders are to be transferred to the
transferee company.
Apart from Section 88 of the Cayman Companies Law, there are no other statutory requirements under
any Cayman Islands laws or regulations on take-over offers for our Shares which would be applicable to
us.
With effect from 15 October 2005 and following legislative amendments to the SFA, we are subject to
Sections 138, 139 and 140 of the SFA and the Singapore Code on Take-overs and Mergers
notwithstanding that we are a corporation incorporated in the Cayman Islands.
TAKE-OVERS
18


Under the laws of the Cayman Islands, a company may, if authorised by its articles of association,
purchase its own shares. Our Company has such power to purchase our own Shares pursuant to Article
14 of our Articles. Such power to purchase our own Shares shall, subject to the Cayman Companies Law
and our Articles (and if applicable, the rules and regulations of the SGX-ST and other regulatory
authorities), be exercisable by our Directors upon such terms and subject to such conditions as they think
fit, in accordance with Article 14.
Under the laws of the Cayman Islands, such purchases may be effected out of profits of our Company or
out of proceeds of a fresh issue of Shares made for that purpose or, in the manner authorised by our
Articles, by a payment out of capital. At no time may our Company purchase our Shares if, as a result of
the purchase, there would no longer be any member of our Company holding our Shares. Only fully paid
Shares may be purchased by our Company. A payment out of capital by our Company for the purchase of
our Shares is not lawful unless immediately following the date on which the payment out of capital is
proposed to be made, our Company shall be able to pay our debts as they fall due in the ordinary course
of business. Shares purchased by our Company shall be treated as cancelled and our Company’s issued,
but not our authorised, capital will be diminished accordingly.
For further details on the constitution of our Company, please refer to Appendix D of this Prospectus.
Our Company presently has no intention of purchasing our own Shares after the listing. However, if we
decide to do so later, we will seek our Shareholders’ approval in accordance with our Articles and the
rules of the SGX-ST.
Our Company will make prompt public announcement of any such share purchase and has also given an
undertaking to the SGX-ST to comply with all requirements that the SGX-ST may impose in the event of
any such share purchase.
PURCHASE BY OUR COMPANY OF OUR OWN SHARES
19


Under the Cayman Companies Law, only those persons who agree to become shareholders of a Cayman
Islands company and whose names are entered on the register of members of such a company are
considered members, with rights to attend and vote at general meetings. Accordingly, Depositors holding
Shares through CDP would not be recognised as members of our Company, and would not have a right
to attend and to vote at general meetings of our Company. In the event that Depositors wish to attend
and vote at general meetings of our Company, CDP will have to appoint them as proxies, pursuant to the
Articles. In accordance with Article 63(b), unless CDP specifies otherwise in a written notice to our
Company, CDP shall be deemed to have appointed as CDP’s proxies each of the Depositors who are
individuals and whose names are shown in the records of CDP
, as at a time not earlier than forty-eight
(48) hours prior to the time of the relevant general meeting, supplied by CDP to our Company. Therefore,
Depositors who are individuals can attend and vote at the general meetings of our Company without the
lodgment of any proxy form. Depositors who cannot attend a meeting personally may enable their
nominees to attend as CDP’s proxies. Depositors who are not individuals can only be represented at a
general meeting of our Company if their nominees are appointed by CDP as CDP’s proxies. Proxy forms
appointing nominees of Depositors as proxies of CDP would need to be executed by CDP as members
and must be deposited at the specified place and within the specified time frame to enable the nominees
to attend and vote at the relevant general meeting of our Company.
ATTENDANCE AT GENERAL MEETINGS
20


Singapore
This Prospectus does not constitute an offer, solicitation or invitation to subscribe for the New Shares in
any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or 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 regulatory requirements of
any jurisdiction, except for the filing and/or registration of this Prospectus in Singapore in order to permit
an offering of the New Shares and the distribution of this Prospectus in Singapore. The distribution of this
Prospectus and the offering of the New Shares in certain jurisdictions may be restricted by the relevant
laws in such jurisdictions. Persons who may come into possession of this Prospectus are required by us
and the Manager, Underwriter 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 and the Manager,
Underwriter and Placement Agent. Persons to whom a copy of this Prospectus has been issued shall not
circulate the same to any other person or reproduce or otherwise distribute this Prospectus or any
information herein for any purpose whatsoever, nor permit or cause the same to occur.
Hong Kong
The Underwriter has represented and agreed that:
(a)
it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any
New Shares other than (i) to “professional investors” as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other
circumstances which do not result in the document being a “prospectus” as defined in the
Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public
within the meaning of that Ordinance; and
(b)
it has not issued or had in its possession for the purposes of issue, and will not issue or have in its
possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,
invitation or document relating to the New Shares, which is directed at, or the contents of which are
likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to New Shares which are or are intended to
be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in
the Securities and Futures Ordinance (Cap. 571) and any rules made under that Ordinance.
The contents of this Prospectus have not been reviewed by any regulatory authority in Hong Kong. You
are advised to exercise caution in relation to the Invitation. If you are in any doubt about any of the
contents of this Prospectus, you should obtain independent professional advice.
Japan
No public offering or secondary offering of our Company’s Shares within the meaning of the Securities
and Exchange Law will be made in Japan, and thus no registration statement in respect of the offering
and placement of our Company’s Shares will be filed. Therefore, this Prospectus may not be issued,
circulated, distributed or otherwise used in Japan except as mentioned below.
This Prospectus may be issued only for the purpose of private placement within the meaning of the
above Law. In this connection, a notification of the private placement will be filed with the financial
authority pursuant to the provision of the Cabinet Office Ordinance on the Disclosure of Corporate Affairs
and Other Matters.
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a “Relevant Member State”) an offer to the public of any New Shares contemplated by
this Prospectus may not be made in that Relevant Member State except that an offer to the public in that
Relevant Member State of any New Shares may be made at any time under the following exemptions
under the Prospectus Directive, if they have been implemented in that Relevant Member State:
(a)
to legal entities which are authorised or regulated to operate in the financial markets or, if not so
authorised or regulated, whose corporate purpose is solely to invest in securities;
SELLING RESTRICTIONS
21


(b)
to any legal entity which has two or more of (i) an average of at least 250 employees during the
last financial year; (ii) a total balance sheet of more than €43,000,000; and (iii) an annual net
turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
(c)
by the Underwriter to fewer than 100 natural or legal persons (other than qualified investors as
defined in the Prospectus Directive) subject to obtaining the prior consent of the Underwriter for
any such offer; or
(d)
in any other circumstances falling within Article 3(2) of the Prospectus Directive, 
provided that no such offer of New Shares shall result in a requirement for the publication by us or the
Underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an “offer to the public” in relation to any New Shares in
any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and any New Shares to be offered so as to enable an investor to
decide to purchase any New Shares, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive”
means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member
State.
United Kingdom
The Underwriter has represented, warranted and agreed that:
(a)
it has only communicated or caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) received by
it in connection with the issue or sale of any New Shares in circumstances in which section 21(1)
of the FSMA does not apply to us; and
(b)
it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the New Shares in, from or otherwise involving the United Kingdom.
United States of America
The New Shares have not been and will not be registered under the Securities Act and may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in
certain transactions exempt from the registration requirements of the Securities Act. Terms used in this
paragraph have the meanings given to them by Regulation S.
The New Shares are subject to U.S. tax law requirements and may not be offered, sold or delivered within
the United States or its possessions or to a United States person, except in certain transactions permitted
by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the United
States Internal Revenue Code and regulations thereunder.
The Underwriter has agreed that, except as permitted by the Placement Agreement, it will not offer, sell
or deliver New Shares, (i) as part of their distribution at any time or (ii) otherwise until 40 days after the
later of the commencement of the offering of New Shares and the closing date, within the United States
or to, or for the account or benefit of, U.S. persons, and such Underwriter will have sent to each dealer to
which it sells New Shares during the distribution compliance period relating thereto a confirmation or
other notice setting forth the restrictions on offers and sales of the New Shares within the United States
or to, or for the account or benefit of, U.S. persons.
In addition, until 40 days after the later of the commencement of the offering of New Shares and the
closing date, any offer or sale of New Shares within the United States by any dealer (whether or not
participating in the offering) may violate the registration requirements of the Securities Act.
SELLING RESTRICTIONS
22


LISTING ON THE SGX-ST 
We have applied to the SGX-ST for permission to deal in and for quotation of, all our existing issued
Shares, the New Shares, the Additional Shares and the Option Shares. Such permission will be granted
when our Company has been admitted to the Official List of the SGX-ST. Acceptance of applications will
be conditional upon, inter alia, permission being granted by the SGX-ST to deal in, and for quotation of,
all our existing issued Shares, the New Shares, the Additional Shares and the Option Shares. Monies
paid in respect of any application accepted will be returned to you, without interest or any share of
revenue or other benefit arising therefrom and at your own risk, if the said permission is not granted or for
any other reasons (including where the Authority issues a stop order) and you will not have any claims
whatsoever against us and the Manager, Underwriter and Placement Agent.
In connection with the Invitation, we have granted to the Manager an Over-allotment Option exercisable
by the Manager during the period commencing on the date of commencement of trading of the Shares on
the SGX-ST (the “Commencement Date”) and expiring on the date falling 30 days after the
Commencement Date. The Manager may subscribe for up to an aggregate of 9,810,000 Additional
Shares, representing approximately 15 per cent. of the New Shares, solely to cover over-allotments of
Shares (if any) in the Invitation. In connection with the Invitation, the Manager may over-allot or effect
transactions which stabilise or maintain the market price of the Shares, subject to compliance with the
laws of Singapore. Such stabilisation, if commenced, may be discontinued by the Manager at any time at
the Manager’s discretion in accordance with the laws of Singapore.
The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or
reports contained in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an
indication of the merits of the Invitation, our Company, our subsidiaries, our Shares, the New Shares, the
Option Shares or the Additional Shares.
A copy of this Prospectus has been lodged with and registered by the Authority. The Authority assumes
no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does
not imply that the SFA, or any other legal or regulatory requirements, have been complied with. The
Authority has not, in any way, considered the merits of our Shares, the New Shares, the Option Shares or
the Additional Shares, as the case may be, being offered or in respect of which an invitation is made, for
investment.
We are subject to the provisions of the SFA and the Listing Manual regarding corporate disclosure. In
particular, if after this Prospectus is registered but before the close of the Invitation, we become aware of:
(a)
a false or misleading statement or matter in the Prospectus;
(b)
an omission from this Prospectus of any information that should be have been included in it under
Section 243 of the SFA; or 
(c)
a new circumstance that has arisen since this Prospectus was lodged with the Authority which
would have been required by Section 243 of the SFA to be included in this Prospectus if it had
arisen before this Prospectus was lodged,
that is materially adverse from the point of view of an investor, we may lodge a supplementary or
replacement prospectus with the Authority pursuant to Section 241 of the SFA.
Where applications have been made for the New Shares prior to the lodgment of the supplementary or
replacement prospectus, we shall, within seven days from the date of lodgment of the supplementary or
replacement prospectus, either:
(a)
provide the applicants with a copy of the supplementary or replacement prospectus and, as the
case may be, provide the applicants with an option to withdraw their applications; or 
DETAILS OF THE INVITATION
23


(b)
subject to compliance with the Cayman Companies Law, treat the applications as withdrawn and
cancelled and return all monies paid, without interest or any share of revenue or other benefit
arising therefrom, in respect of any application accepted within seven days from the date of
lodgment of the supplementary or replacement prospectus.
Any applicant who wishes to exercise his option to withdraw his application shall, within 14 days from the
date of lodgment of the supplementary or replacement prospectus, notify us whereupon we shall, within
seven days from the receipt of such notification, return the application monies without interest or any
share of revenue or other benefit arising therefrom and at the applicant’s own risk.
Under the SFA, the Authority may, in certain circumstances issue a stop order (the “Stop Order”) to our
Company, directing that no or no further Shares to which this Prospectus relates, be allotted, issued or
sold. Such circumstances will include a situation where this Prospectus (i) contains a statement or matter,
which in the opinion of the Authority is false or misleading; (ii) omits any information that should be
included in accordance with the SFA; or (iii) does not, in the opinion of the Authority, comply with the
requirements of the SFA.
Where the Authority issues a Stop Order pursuant to Section 242 of the SFA:
(a)
in the case where the New Shares have not been issued and/or sold to the applicants, the
applications of the New Shares pursuant to the Invitation shall be deemed to have been withdrawn
and cancelled and our Company shall, within 14 days from the date of the Stop Order, pay to the
applicants all monies the applicants have paid on account of their applications for the New Shares;
or
(b)
in the case where the New Shares have been issued and/or sold to the applicants, the issue and/or
sale of the New Shares pursuant to the Invitation is required by the SFA to be deemed void and
our Company shall, subject to compliance with the Cayman Companies Law and our Articles,
repurchase the New Shares and our Company shall, within 14 days from the date of the Stop
Order, pay to the applicants all monies paid by them for the New Shares.
Such monies paid in respect of your application will be returned to you at your own risk, without interest
or any share of revenue or other benefit arising therefrom, and you will not have any claim against us and
the Manager, Underwriter and Placement Agent.
This Prospectus has been seen and approved by our Directors and they individually and collectively
accept full responsibility for the accuracy of the information given in this Prospectus and confirm, having
made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and all
expressions of opinion, intention and expectation in this Prospectus are fair and accurate in all material
respects as at the date of this Prospectus and that there are no material facts the omission of which
would make any statements in this Prospectus misleading, and that this Prospectus constitutes full and
true disclosure of all material facts about the Invitation and our Group.
Neither our Company and the Manager, Underwriter and Placement Agent, nor any other parties involved
in the Invitation is making any representation to any person regarding the legality of an investment by
such person under any investment or other laws or regulations. No information in this Prospectus should
be considered as being business, legal or tax advice regarding an investment in our Shares. Each
prospective investor should consult his own professional or other advisers for business, legal or tax
advice regarding an investment in our Shares.
No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the
date of this Prospectus.
DETAILS OF THE INVITATION
24


No person has been or is authorised to give any information or to make any representation not contained
in this Prospectus in connection with the Invitation and, if given or made, such information or
representation must not be relied upon as having been authorised by us and, the Manager, Underwriter
and Placement Agent.
Neither the delivery of this Prospectus and the Application Forms nor any
documents relating to the Invitation, nor the Invitation shall, under any circumstances, constitute a
continuing representation or create any suggestion or implication that there has been no change or
development reasonably likely to invoke a change in our affairs or in the statements of fact or information
contained in this Prospectus since the date of this Prospectus. Where such changes occur, we may lodge
a supplementary or replacement Prospectus with the Authority and make an announcement of the same
to the SGX-ST and/or the Authority and will comply with the requirements of the SFA and/or any other
requirements of the SGX-ST and/or the Authority. All applicants should take note of any such
announcements and, upon the release of such an announcement, shall be deemed to have notice of
such changes. Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon as,
a promise or representation as to our future performance or policies.
This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied upon by
any other persons other than the applicants in connection with their application for the New Shares or for
any other purpose.
This Prospectus does not constitute an offer, solicitation or invitation of the New Shares in any
jurisdiction in which such offer, or solicitation or invitation is unlawful or unauthorised 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 Prospectus and the Application Forms and envelopes may be obtained on request, subject
to availability, during office hours, from:
DBS BANK LTD
6 SHENTON WAY #36-01
DBS BUILDING TOWER ONE
SINGAPORE 068809
and where available, from branches of DBS Bank Ltd (including POSB), members of the Association of
Banks in Singapore, members of the SGX-ST and merchant banks in Singapore.
A copy of this Prospectus is also available on:
(a)
the SGX-ST website: http://www.sgx.com; and
(b)
the Authority’s website: http://masnet.mas.gov.sg/opera/sdrprosp.nsf.
The Application List will open at 10.00 a.m. on 15 August 2007 and will remain open until noon on
the same day or such further period or periods as our Directors may, in consultation with the
Manager, in their absolute discretion decide, subject to any limitation under all applicable laws
and regulations. PROVIDED ALWAYS THAT where a supplementary prospectus or replacement
prospectus is lodged with the Authority, the Application List will be kept open for at least 14 days
after the lodgment of the supplementary or replacement prospectus.
Details of the procedure for application and acceptance to subscribe for the New Shares are set out in
Appendix G – “Terms, Conditions and Procedures for Application and Acceptance” of this Prospectus.
DETAILS OF THE INVITATION
25


INDICATIVE TIMETABLE FOR LISTING
An indicative timetable on the trading of initial public offering shares on a “when issued” basis is set out
below for reference of applicants:
Indicative time/date
Event
8 August 2007
Commencement of Invitation
12.00 noon on 15 August 2007
Close of Application List
16 August 2007
Balloting of applications, if necessary (in the event of over-
subscription for the Offer Shares)
9.00 a.m. on 17 August 2007
Commence trading on a “ready” basis    
22 August 2007
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 will be
15 August 2007, the date of admission of our Company to the Official List of the SGX-ST will be 17
August 2007, the shareholding spread requirement will be complied with and the New Shares will be
issued and fully paid-up prior to 17 August 2007. 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
absolute discretion, decide, including the decision to permit trading on a “ready” basis and the
commencement date of such trading. The commencement of trading on a “ready” basis will be
entirely at the discretion of the SGX-ST. All persons trading in our Shares before their Securities
Accounts with CDP are credited with the relevant number of Shares do so at the risk of selling
Shares which neither they nor their nominees, as the case may be, have been allotted or are
otherwise beneficially entitled to.
Investors should consult the SGX-ST’s announcement on “ready” listing date on the internet (at the SGX-
ST website http://www.sgx.com) or the newspaper(s), or check with their brokers on the date on which
trading on a “ready” basis will commence.
In the event of any changes in the closure of the Application List or the time period during which the
Invitation 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 a local English newspaper.
DETAILS OF THE INVITATION
26


The Invitation is for 65,400,000 New Shares (plus a maximum of 9,810,000 Additional Shares which may
be issued upon the exercise of the Over-allotment Option) offered in Singapore by way of public offer and
placement comprising 3,300,000 Offer Shares and 62,100,000 Placement Shares (including the Internet
Placement Shares and the Reserved Shares) managed and underwritten by DBS Bank Ltd.
The Invitation Price is determined by us in consultation with the Manager, based on market conditions
and estimated market demand for our Shares determined through a book-building process. The Invitation
Price is the same for each New Share and is payable in full on application.
Investors may apply to subscribe for any number of New Shares in integral multiples of 1,000 Shares. In
order to ensure a reasonable spread of Shareholders, we have the absolute discretion to prescribe a limit
to the number of New Shares to be alloted to any single applicant and/or to allot New Shares above or
under such prescribed limit as we shall deem fit.
Offer Shares
Pursuant to the terms and conditions contained in the Management and Underwriting Agreement entered
into between us and DBS Bank as set out in the section entitled “General and Statutory Information” of
this Prospectus, DBS Bank has agreed to underwrite the Offer Shares. DBS Bank is committed to take
and to pay for all of the Offer Shares. The Offer is open to members of the public in Singapore.
Placement Shares
Pursuant to the terms and conditions contained in the Placement Agreement entered into between us
and DBS Bank as set out in the section entitled “General and Statutory Information” of this Prospectus,
DBS Bank agreed to subscribe and/or procure subscribers for the Placement Shares. Under the
Placement, the Placement Agent intends to offer the Placement Shares to investors (including
institutional and other investors).
Subscribers of the Placement Shares (excluding Reserved Shares) may be required to pay brokerage of
one per cent. of the aggregate Invitation Price for the number of Placement Shares subscribed as well as
applicable stamp duties and goods and services tax to the Placement Agent.
Reserved Shares
3,960,000 Placement Shares shall be reserved for our employees, business associates and others who
have contributed to the success of our Group. These Reserved Shares are not subject to any moratorium
and may be disposed of after the admission of our Company to the Official List of the SGX-ST. However,
none of them will be offered more than five per cent. of the total Invitation size.
The terms, conditions and procedures for application are described in Appendix G of this Prospectus.
Clawback and Re-Allocation
The New Shares may be reallocated between the Placement and the Offer at the discretion of the
Manager.
In the event of an under-subscription for the Reserved Shares as at the close of the Application List, the
number of Reserved Shares under-subscribed shall be made available to satisfy applications for
Placement Shares by way of Placement Application Forms or in any other form of application as may be
deemed appropriate by the Manager to the extent that there is an over-subscription for such Placement
Shares as at the close of the Application List, or to satisfy excess applications for Offer Shares to the
extent that there is an over-subscription for Offer Shares as at the close of the Application List.
PLAN OF DISTRIBUTION
27


In the event of an under-subscription for the Internet Placement Shares to be applied for through the
Internet website of DBS Vickers Securities Online (Singapore) Pte Ltd as at the close of the Application
List, that number of Internet Placement Shares not subscribed for shall be made available to satisfy
applications for the Placement Shares by way of Placement Shares Application Forms (or such other
forms of application as the Manager may, in consultation with the Company, deem appropriate) to the
extent that there is an over-subscription for such Placement Shares (not including the Internet Placement
Shares) as at the close of the Application List or to satisfy excess applications for the Offer Shares to the
extent that there is an over-subscription for the Offer Shares as at the close of the Application List.
Over-allotment and Stabilisation 
In connection with the Invitation, and in consideration of the parties’ mutual obligations under the
Management and Underwriting Agreement, we have granted the Manager an Over-allotment Option to
subscribe for up to 9,810,000 Additional Shares, representing approximately 15 per cent. of the New
Shares, at the Invitation Price exercisable during the period commencing on the Commencement Date
and expiring on the date falling 30 days after the Commencement Date. The Manager may subscribe for
the Additional Shares solely for the purpose of covering over-allotments (if any) made in connection with
the Invitation.
In addition, Mr. Motokuni Yamashiro has entered into the Share Lending Agreement with the Manager to
loan up to 9,810,000 Shares to the Manager for the purpose of facilitating settlement of the over-allotment
of Shares (if any) in connection with the Invitation.
As disclosed in the sub-section entitled “Moratorium” of the section entitled “Principal Shareholders” of
this Prospectus, Mr. Yamashiro’s entire post-Invitation shareholdings of 31,250,000 Shares will be subject
to a moratorium, save for up to 9,810,000 Shares that may be lent to DBS Bank pursuant to the over-
allotment and price stabilisation activities effected in connection with the Invitation. At the conclusion of
the price stabilisation activities, all Shares lent by DBS Bank are required to be returned to Mr. Motokuni
Yamashiro and will thereafter be subject to the moratorium undertaking.
In connection with the Invitation, the Manager may, at its discretion but subject always to applicable laws
and regulations in Singapore, over-allot or effect transactions which stabilise or maintain the market price
of the Shares at levels which might not otherwise prevail in the open market. Such transactions may be
effected on the SGX-ST and in all jurisdictions where it is permissible to do so, in each case, in
compliance with all applicable laws and regulatory requirements. Such stabilisation activities, if
commenced, may be discontinued by the Manager at any time at the Manager’s discretion.
Each of Founders Corporation, Exeno Yamamizu, Mitsui & Co., Ltd and Yamasa Co., Ltd has given an
undertaking in favour of our Company to subscribe for an aggregate of 15,000,000 Placement Shares.
Founders Corporation is beneficially owned as to 64% and 36% by Mr. Kazuhiko Yoshida and Mr. Michio
Tanamoto, our Executive Directors, respectively.
Save as disclosed above, none of our Directors or Substantial Shareholders intend to subscribe for any
New Shares in the Invitation.
Save as disclosed above, and to the best of our knowledge and belief, we are not aware of any person
who intends to subscribe for more than five per cent. of the New Shares. However, further to a book-
building process to access market demand for our Shares, there may be persons who may be allocated
Shares amounting to more than five per cent. of the New Shares.
No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the
date of this Prospectus.
PLAN OF DISTRIBUTION
28


OVERVIEW
Introduction
Uni-Asia is an Asia-based structured finance arrangement and Alternative Assets direct investment firm.
Our principal activities are in: (1) structured finance – the finance arrangement of transport related assets
(such as ships and aircraft), and the provision of ship charter arrangement and agency services; and (2)
Alternative Assets investment/management – direct investments in and/or the arrangement and
administration of Alternative Assets investments such as ships, distressed assets and real estate. As at
the Latest Practicable Date, our Group has 32 staff in three offices in Tokyo, Hong Kong and Singapore.
Uni-Asia was established in Hong Kong in 1997 by founders Motokuni Yamashiro, Kazuhiko Yoshida,
Michio Tanamoto and Takanobu Himori who were Japanese bankers. Each of the founders has over 25
years experience in the banking industry working in corporate loan syndication and structured finance
arrangement. Mr. Himori left our Company in March 2004. The other founders continue to lead the
business and as at the Latest Practicable Date, they own, directly and indirectly, a significant aggregate
equity interest in Uni-Asia of approximately 23.9%.
Activities
Uni-Asia was founded to arrange structured finance transactions for companies mainly in the shipping
and, to some extent, aviation industries. Our initial focus was on finance arrangement for companies in
the transport sector. Our business expanded to include investment in Alternative Assets such as NPLs
distressed debt, shipping assets and real estate assets in May 1998.
(1)
Structured Finance 
Our structured finance department provides an integrated service to our clients by offering financing
solutions together with charter arrangement services tailor-made to our clients’ needs. The solutions do
not normally involve the use of our balance sheet capital to make loans. We typically act only as the
arranger and agent for the structured financing provided by third party financial institutions. We arrange
financing for asset acquisitions by our clients and also offer tax-enhanced structured services and
products, including mortgage financing, tax-oriented leases such as UK tax leases and Japanese
operating leases, as well as ECA backed credit, ship charter arrangement, and balance sheet
management. We receive an arrangement fee on each completed transaction.
We have been active in the arrangement of structured finance since our founding in 1997. In this time, we
have built up a portfolio of clients and have identified potential clients to whom we market to directly or on
an opportunistic basis. We have also developed relationships with the key banks which provide
syndicated loan financing. Our clients include established international shipping and aviation companies
from Taiwan, Greece, Indonesia, Japan, Hong Kong, Korea, the UK and Italy.
Some key products and services which we offer our clients include mortgage financing, tax-oriented
leases, ECA backed credit, ship charter arrangement and balance sheet management.
We acted as arranger for structured financing in the form of loans and leases in the aggregate amount of
approximately US$561.6 million, US987.5millionandUS637.7 million in FY2004, FY2005 and FY2006
respectively.
Selected key transactions completed include:

UK Tax Lease for Hatsu Marine

Arrangement of a Japanese Operating Lease

Ship Charter Arrangement for Niki Shipping Company Inc

Mortgage Financing for CIDO Holding Co., Ltd.

JBIC Financing
PROSPECTUS SUMMARY
29


(2)
Alternative Assets Investment
Our Alternative Assets Investments division leverages on our specialist skills in structured finance
arrangement and credit analysis to invest in, either as the principal investor or in partnership with other
investors, three key Alternative Asset classes: (i) ship investment (such as bulk carriers, product tankers
and container vessels); (ii) distressed assets investment (including NPLs and other distressed assets in
Asia (excluding Japan)); and (iii) property investment (including hotel and property investment in Japan
and commercial property investment in the PRC).
We invest in the following three key alternative asset classes:
(i)
Ship Investment
As a progression from our structured finance business as an arranger of financing for transport related
assets, we branched out into direct investments in ships through equity investment in the ship owning
companies and also through subscription of Performance Notes issued by special investment fund
vehicles established by us.
Our asset finance department aims to invest in ships for commercial use that will produce attractive
investment returns because of factors such as high expected demand for, or anticipated shortfall in, the
supply of such ships.
Selected key transactions completed include:

Mortgage financing and equity syndication for Searex

Multiple roles as investor, administrator and fiscal agent of Searex

Multiple roles as administrator, registrar, fiscal agent and project manager to the Akebono Fund
(ii)
Distressed Assets Investment
We started to invest directly in distressed assets in 1998 to capitalise on opportunities for us to use our
own capital to purchase NPLs and other distressed assets in Asia (excluding Japan) including the PRC,
Hong Kong, Thailand, Malaysia, Indonesia, the Philippines and Korea. We usually invest in NPLs through
special investment fund vehicles established by us and which issue Performance Notes to Uni-Asia itself
and selected institutional co-investors to raise funding for distressed assets investments.
Our NPL investment strategy is to leverage on our network of industry contacts to find opportunities that
satisfy our criteria of high cashflow generation and a significant asset base on which we can get security.
Opportunities are sourced through a network of industry contacts which include financial institutions, such
as banks, and accounting firms active in NPL transactions. We aim to recover the NPLs and exit the
investments to realise a return through various debt recovery policies. Debt collection and monitoring of
individual NPL transactions are applied either through an agent bank, receiver or liquidator, or led by us if
the asset is located in the PRC, Taiwan or Hong Kong. We focus on the recovery of the debt repayments
under the NPLs. We do not actively engage in the secondary trading of NPLs with the specific purpose of
on-selling to another purchaser of NPLs.
A strong performance track record has been steadily built up since 1998 to 2004. We, as sole principal,
made six investments that included 24 NPL accounts with a value of approximately US$30.5 million and
realised a return of over eight times within the period of approximately six years.
AAA Series II Fund has made 19 NPL investments representing 58 NPL accounts since July 2003 to the
Latest Practicable Date. The two-year investment period ended in July 2005 and the recovery period will
end in July 2008.
PROSPECTUS SUMMARY
30


We also act as the administrator of the distressed assets investment funds providing administration
services such as monitoring, book-keeping and reporting services. We earn an administration fee on the
drawdown of funds (for investment into NPLs) and an incentive fee for investment out-performance
against a target hurdle rate. We also earn an agency fee for services to be provided in our capacity as
the registrar and the fiscal agent of the funds.
(iii)
Property Investment
Property Investment and Management – Japan
We invest into real estate in Japan through Capital Advisers. Capital Advisers focuses on investment in
and management of residential and hotel related real estate assets in Japan. It seeks investments across
a range of locations with a focus on balanced risk and return. Capital Advisers was established in 1998
as our wholly-owned subsidiary. In May 2003, Capital Advisers raised Yen 985 million (or approximately
US$8.2 million) in shareholders’ equity capital from a number of independent third party investors as part
of its strategic expansion. Our shareholding interest in Capital Advisers was diluted to 44.8% and as a
result, Capital Advisers became our associated company.
Capital Advisers, by itself or in cooperation with its business partners, looks for the appropriate property
projects to invest in. At the initial stage of an investment, it arranges the investment structure, establishes
a SPC which owns the property in the form of a trust, arranges equity contribution to the SPC, arranges
non-recourse loan, from financial institutions on behalf of the SPC. Capital Advisers itself may invest in
the SPC as a minority investor. Capital Advisers also acts as the asset manager of the assets owned by
the SPC and manages the SPC’s assets including the invested property on behalf of the SPC, eventually
on behalf of the investors. At the end of the investment period or sometimes during the investment period,
in order to maximise investors’ return, Capital Advisers also engages in a selling procedure as the asset
manager. Capital Advisers manages over Yen 58.5 billion (or approximately US491.9million)inassetswhichincludesacontributionofapproximatelyYen2.0billion(orapproximatelyUS16.8 million) of its
own capital as at the end of 2006.

Property Investment – Japan
In 2000, we, through our then wholly-owned subsidiary Capital Advisers, established an investment
partnership with Grosvenor Asia to invest in residential properties in Tokyo.
The investment partnership was followed by the establishment of the GCAP Fund in 2004. The
GCAP Fund is jointly managed by Grosvenor Asia and Capital Advisers through Grosvenor Capital
Advisers Fund Management Co., Ltd. and is anticipated to grow to more than Yen 20 billion (or
approximately US194.4million)whenfullyinvestedbasedonitshistoricalborrowingcapabilityandcommittedequityfundsofYen6.3billion(orapproximatelyUS61.2 million).
The equity size of each investment fund ranged from US1.4milliontoUS38.5 million. The equity
investors to the funds are financial institutions, real estate companies and corporations mainly
based in Japan and Southeast Asia. Capital Advisers itself invested Yen 2.0 billion (or
approximately US$16.8 million) as a minority equity investor as at 31 December 2006.

Hotel Properties Investment – Japan
In 2001, Capital Advisers directed its attention to the asset investment/management business in
the hotel property sector. In the hotel property sector, Capital Advisers focuses mainly on
investment in limited-service hotels. Capital Advisers typically enters into hotel properties
investments as both the asset manager and a minority investor although there was one exception
in which Capital Advisers had become the majority investor as a result of an additional equity
injection. The number of hotels in which Capital Advisers has been engaged in as asset manager
and invested in as minority investor totalled 11 by the end of 2006. Capital Advisers, as the asset
manager in hotel property investments, employs a team which is experienced in the hotel sector
and not only manages the hotel assets but also monitors the hotel operation itself. The total asset
of the hotel investments was over Yen 16.9 billion (or approximately US$142.5 million) as at 31
PROSPECTUS SUMMARY
31


December 2006. The total equity invested was about Yen 5.4 billion (or approximately US$45.5
million), of which Capital Advisers had an interest of between 5.0% and 51.9%. In relation to the
hotel property investment, in 2004, Capital Advisers invested in another asset management
company which manages a Japanese real estate investment trust (J-REIT) specializing in hotel
properties. As at the Latest Practicable Date, Capital Advisers has a 5% shareholding interest in
this asset management company. The J-REIT was listed in Japan on 14 June 2006. In view of
Capital Advisers’ growth and expansion strategy, they may from time to time consider various fund
raising options, such as new equity injection. In the event of a new equity injection, our interest in
Capital Advisers may be diluted.

Residential Investment – Japan
Since February 2004, Capital Advisers has also been engaged in the investment in and asset
management of residential properties, with a focus on small-sized studio apartment buildings. The
number of these types of buildings managed and/or invested in by Capital Advisers reached 10 in
2004, 31 in 2005 and 50 in 2006. Between 2004 and 2006, the equity interests held by Capital
Advisers in its residential property investments were between 5.8% to 10% in equity and such
equity interests were redeemed through the sales of the relevant properties.
Capital Advisers earns an arrangement, asset management and administration fee for its services
as the asset manager of the property investment portfolio. It also participates in the return to
investors in the portfolio through its position as a minority equity investor in the property investment
funds.
Principal Investments in Properties – PRC
In January 2007, we established a wholly-owned property investment company, Uni-Asia Guangzhou, in
Guangzhou, Guangdong Province, the PRC, with a paid-in capital of US$3.0 million. Our Group will
continue to explore property investment opportunities in the PRC under new property guidelines
introduced by the PRC government in July 2006, and property investment opportunities in Southeast
Asia. At the end of June 2007, Uni-Asia Guangzhou completed the acquisition of 14 office units with
gross floor area of 1,304 sq m of the China Shine Plaza, a commercial development in the Tianhe
commercial district in Guangzhou. We intend to lease the office units to third parties.
Please refer to the section entitled “General Information on our Group” in this Prospectus for more details.
COMPETITIVE STRENGTHS 
We believe that our key competitive strengths are as follows:
Experienced Executive Directors and Management Team
Our Executive Directors and management team comprise experienced professionals in the structured
finance industry and alternative asset investments. Our co-founders and Executive Directors, Messrs
Motokuni Yamashiro, Kazuhiko Yoshida and Michio Tanamoto co-founded Uni-Asia in 1997. A summary
of their work experience may be found in the section entitled “Directors, Management and Staff” in this
Prospectus.
We believe that we have a clear understanding of our industry requirement and possess a client-driven
focus and an established investment strategy. Our staff is committed to provide value-added and
innovative services to our clients. Our Executive Directors, Executive Officers and employees of our
Company collectively own approximately 19.7% of our post-Invitation issued share capital. We believe
that this has helped align their interests with those of our Company and foster a sense of commitment. In
addition, we have in place an employee share option scheme to motivate and foster a stronger sense of
ownership amongst our staff. Please refer to the section entitled “Uni-Asia Share Option Scheme” in this
Prospectus for further details of our Scheme.
PROSPECTUS SUMMARY
32


We have a successful track record of integrated capabilities in our specialist fields
We have a strong background and experience in finance arrangement and investment in Alternative
Assets. Based on our track record, we have been able to successfully identify opportunities, formulate
structures and execute them effectively. By leveraging on this strength, we focus on activities where our
experience and established relationships provide a competitive advantage. Further details of selected key
transactions may be found in the section entitled “General Information on our Group – Business
Overview” in this Prospectus.
As transport-related finance arrangement and Alternative Asset investments are specialised fields, we
believe that we are able to achieve the following competitive advantages:

Comprehensive range of value-added and innovative structures

Scalable execution capabilities

Effective internal processes and practices
We are able to leverage on our relationships with our well-established network
We have a well-established and strong network of contacts. The engagement of clients and provision of
services are carried out with the objective of creating and maintaining long-term relationships. In addition
to our client relationships, we have also been able to build other long-term business relationships through
our investments, partners, corporate shareholders and brokers. We have been able, and will continue, to
leverage on these relationships and network to support us in identifying new business opportunities and
in assisting us to formulate new and innovative structures to address the requirements of our business
associates. This has resulted in us obtaining repeat businesses from our existing clients as well as new
referrals from our existing network. The strengths and geographical spread of these relationships enable
us to provide cross-border services to our clients such as the recovery of PRC NPLs acquired from
Japanese banks and ship finance in Asia financed by European financial institutions.
Please refer to the section entitled “General Information on our Group – Competitive Strengths” in this
Prospectus for more details.
PROSPECTS 
Shipping
Shipping is a global industry which is generally influenced by demand and supply dynamics such as the
demand for movement of cargoes, the resultant tonne-mile demand of vessels as well as the supply of
vessels tonnage capacity. Fuel cost, which typically makes up a significant portion of the operating cost of
ships, is also a factor affecting the performance of the shipping industry.
Shipping comprises different shipping sectors servicing different industries, governed under different
regulations and each having its own supply and demand dynamics. The major types of ships include dry
bulk ships, container vessels, product tankers and crude tankers. Dry bulk ships carry dry commodities
such as ore, coal, grains, fertiliser, bauxite, soy beans, cement, potash and salt. Container vessels carry
metal boxes containing cargoes such as cars and equipment. Product tankers carry mainly refined oil
products such as gasoline and diesel, and other non-refrigerated cargoes such as edible oils and
chemicals. Crude tankers carry crude oil and petroleum.
The dry bulk shipping trade is usually dependent on the demand for and price of commodities. Steel
production is a key driver of the dry bulk shipping trade through seaborne demand for coking coal and
iron ore. The container shipping trade is usually dependent on the global economic growth, trade growth,
industrial production and consumer consumption. The product and oil tanker industry is usually
dependent on global industrial production, refinery throughput, utilisation rate in refineries, global crude
oil inventory levels and the weather season.
PROSPECTUS SUMMARY
33


We believe that the demand for maritime vessels will be driven largely by the continued growth in the
world economy and seaborne trade. Such demand will provide us with opportunities to leverage on our
track record and experience in structured finance and ship charter arrangements to establish new client
relationships and to offer our existing clients innovative and customised structured finance solutions as
well as ship charter arrangement services.
Structured finance focusing on the shipping industry is dominated mainly by financial institutions. We
believe that we are able to compete effectively with them by leveraging on our track record, our wide
network and our strong relationships with our business partners and customers, which include
established shipping banks and shipowners.
Whilst the shipping industry may be cyclical, we believe that our structured finance operations are not
significantly subject to such cycles as we believe that there continues to be opportunities for us to provide
structured financing solutions as ship renewal is an ongoing process. In a shipping down-cycle, we
generally observe the trend of older ships being scrapped and new ones being built given the lower cost
of new builds. In the shipping up-cycle, we generally observe that there will be an increase in demand for
ships as ship owners seek to increase their fleet to capitalise on the favourable freight rates. We believe
that there continues to be opportunities for us to provide structured finance solutions and ancillary ship
brokerage services at different stages of the shipping cycle. We further believe that the shipyards’ order
books in the coming years will continue to be sustained and thus present opportunities for us to provide
more structured finance solutions to shipowners and operators.
Alternative Assets Investment
The Alternative Assets investment class includes investments in ships, distressed assets and real estate.
Distressed assets typically include debt obligations such as junk bonds, corporate bonds, commercial and
industrial loans, credit card receivables and auto loans. Investors in distressed assets purchase debt
obligations of companies that are financially troubled and are struggling or are unable to service their
debt obligations and they earn a return through recovery of distressed debt, through appreciation in the
value of the distressed debt investment, or through leveraged buyouts.
Our investments in ships are usually made through equity interests in ship owning companies or through
Performance Notes held in ship investment funds. Our direct and indirect investments in the different
types of ships are made after careful consideration and due diligence and based on our Directors’ outlook
of the various shipping sectors. We believe that we can leverage on our expertise knowledge in the
shipping sector to tap on the opportunities to source for new ship investments and/or to buy or sell
maritime vessels.
Our investments in distressed assets are mainly made through NPLs and we are also seeking
opportunities in the distressed real estate market in Asia (excluding Japan). Such opportunities will be
dependent on factors such as the respective countries’ macroeconomic environment and policies,
performance in key industry sectors, access to capital and liquidity, competition and prevailing market
conditions. We believe that we will be able to leverage on our well-established network and familiarity with
the distressed asset markets in the region to identify and invest in suitable distressed assets.
The performance of Alternative Assets investments are dependent on the unique characteristics of each
type of alternative asset and the country of origin of these assets. These investments are therefore
relatively opportunistic in nature. We believe that such non-mainstream opportunities are available in Asia
and we intend to seek new ship investments, real estate investments and distressed asset investments in
Asia. We also believe that our experience in Alternative Assets investments, our capabilities in deal-
making, due diligence, valuation, structuring and financing, together with our well-established network of
contacts in Asia will enable us to effectively identify and evaluate opportunities for cross-border
investments in these assets.
Please refer to the section entitled “General Information on our Group – Prospects” in this Prospectus for
more details.
PROSPECTUS SUMMARY
34


BUSINESS STRATEGY AND FUTURE PLANS
We aim to be a leading Asia-based structured finance arrangement and Alternative Assets direct
investment firm. Our primary business strategy is to build on our existing strengths in structured finance
and Alternative Assets investments, to provide one-stop and innovative financing solutions to our clients
as well as to explore and develop Alternative Assets investment opportunities by leveraging on our
expertise and relationships.
We intend to continue to look for new market opportunities by leveraging on our core capabilities within
our specialist fields. Globalisation and economic growth also offer us opportunities in terms of cross-
border financing and investments and allow us to build a wider presence and network within the region.
The principal elements of our strategy for growth and expansion of our business include:

Continue to focus and leverage on our integrated capabilities and well-established relationships

Structured finance: Expand and diversify our client portfolio and broaden our geographic coverage
within Asia

Alternative Assets investment: Expand and diversify our investment portfolio and broaden our
geographic coverage within Asia

New ship investment funds
Please refer to the section entitled “General Information on our Group – Business Strategy and Future
Plans” in this Prospectus for more details.
PROSPECTUS SUMMARY
35


CONSOLIDATED RESULTS OF OUR GROUP
You should read the following consolidated financial results of our Group in conjunction with the Reports
on the Consolidated Financial Statements for the years ended 31 December 2004, 2005 and 2006 set
out in Appendices A, B and C of this Prospectus respectively and the related notes thereto.
Restated(1)
Audited
Audited
US$’000
FY2004
FY2005
FY2006
Fee income(2)
5,599
12,234
9,922
Investment returns
6,682
5,011
7,983
Income from defaulted loans
1,862
–
–
Interest income
339
936
1,543
Other income
317
86
22
Total income
14,799
18,267
19,470
Employee benefits expense
(5,087)
(5,481)
(6,084)
Depreciation expense
(77)
(106)
(278)
Other expenses
(1,821)
(3,316)
(3,107)
Reversal of impairment loss on loans receivable
250
–
–
Gain/(loss) on disposal of fixed assets
–
2
(16)
(6,735)
(8,901)
(9,485)
Operating profit
8,064
9,366
9,985
Finance costs – interest expense
(46)
(42)
(83)
Share of profit of Associates after tax
96
594
1,929
Profit before income tax
8,114
9,918
11,831
Income tax expense
(179)
(479)
(398)
Profit for the year
7,935
9,439
11,433 (3)
EPS(4) (pre-Invitation)
US$0.045
US0.054US0.065 (3)
EPS(5) (post-Invitation)
US0.033US0.039
US$0.048 (3)
Notes:
(1)
Please refer to the discussion on “Reconciliation of our Consolidated Results of Operations as set out in this Prospectus to
our Audited Consolidated Financial Statement” on page 61 of this Prospectus for the reconciliation of the restated figures to
the audited financial statements for the respective financial year.
(2)
Our fee income includes income generated from related party transactions as discussed in Note 29 to the consolidated
financial statements of our Company for FY2006.
(3)
Our profit for the year and the EPS for FY2006 would not be materially affected had the Service Agreements as described in
the section entitled “Directors, Management and Staff – Service Agreements” been in place at the beginning of FY2006.
(4)
For comparative purposes, the EPS (pre-Invitation) is computed by dividing the profit for the year by our pre-Invitation share
capital of 175,000,000 Shares.
(5)
For comparative purposes, the EPS (post-Invitation) is computed by dividing the profit for the year by our post-Invitation share
capital of 240,400,000 Shares.
OUR CONTACT DETAILS
The address of our principal place of business is Suite A, 26th Floor Tower I Admiralty Centre, 18 Harcourt
Road, Hong Kong. Our telephone number is +852 2528 5016. Our facsimile number is +852 2528 5020.
PROSPECTUS SUMMARY
36


Issue Size
:
65,400,000 New Shares (excluding the Additional Shares that may
be issued under the Over-allotment Option) comprising 3,300,000
Offer Shares and 62,100,000 Placement Shares.
The New Shares, upon issue and allotment, will rank pari passu in
all respects with the existing issued Shares.
Invitation Price 
:
S$0.55 for each New Share.
The Offer 
:
The Offer comprises an offering of 3,300,000 Offer Shares at
S0.55eachtomembersofthepublicinSingapore,subjecttoandonthetermsandconditionsofthisProspectus.ThePlacement:ThePlacementcomprisesaplacementof62,100,000PlacementSharesincluding500,000InternetPlacementSharesatS0.55
each and 3,960,000 Reserved Shares at S0.55each,subjecttoandonthetermsandconditionsofthisProspectus.ReservedShares:3,960,000PlacementShareswillbereservedforouremployees,businessassociatesandotherswhohavecontributedtothesuccessofourGroup.PurposeofourInvitation:OurDirectorsconsiderthatthelistingofourCompanyandthequotationofourSharesontheSGX−STwillenhanceourpublicimageinSingaporeandoverseasandenableustotapthecapitalmarketsfortheexpansionofouroperations.TheInvitationwillalsoprovidemembersofthepublic,ouremployeesandbusinessassociatesaswellasthosewhohavecontributedtooursuccesswithanopportunitytoparticipateintheequityofourCompany.Inaddition,theproceedsoftheInvitationwillprovideuswithadditionalcapitaltofinanceourbusinessexpansion.UseofProceeds:BasedontheInvitationPrice,weestimatethattheaggregatenetproceedsattributabletousfromtheissueoftheNewSharesintheInvitation(assumingtheOver−allotmentOptionisnotexercised)willbeapproximatelyS32.2 million, after deducting underwriting
commissions and other estimated expenses in relation to the
Invitation of approximately S3.8million.Weintendtousethenetproceedsreceivedbyusprimarilyforthefollowingpurposes:(i)approximatelyUS12.2 million for investment in the Akebono
Fund;
(ii)
approximately US2.6milliontofurtherfinanceourinvestmentinRichContainershipS.A.,whichwillacquireanewcontainervessel(4,300TEU)withdeliveryexpectedinSeptember2008;and(iii)approximatelyUS2.4 million for investment in another new
container vessel (4,300 TEU) with delivery targeted for 2008.
The remaining proceeds will be used for other ship investments,
distressed asset investments and/or investment in real estate
assets.
THE INVITATION
37


Over-Allotment Option
:
In connection with the Invitation, and in consideration of the parties’
mutual obligations under the Management and Underwriting
Agreement entered into between our Company and the Manager
and Underwriter on 8 August 2007, we have granted the Manager
an Over-allotment Option to subscribe for up to 9,810,000
Additional Shares, representing approximately 15 per cent. of the
New Shares, at the Invitation Price exercisable during the period
commencing on the Commencement Date and expiring on the date
falling 30 days after the Commencement Date. The Manager may
subscribe for the Additional Shares solely for the purpose of
covering over-allotment of Shares (if any) made in connection with
the Invitation.
Listing status
:
Prior to the Invitation, there had been no public market for our
Shares. Our Shares will be quoted in Singapore dollars on the Main
Board of the SGX-ST, subject to admission of our Company to the
SGX-ST 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.
THE INVITATION
38


The exchange rate between SandUS as at the Latest Practicable Date is S1.54toUS1.00.
The following table sets forth the high and low exchange rates between SandUS for each month in
the past six months. The table indicates how many ScanbeboughtwithUS1.00.
S/US Rate
High
Low
December 2006
1.55
1.53
January 2007
1.55
1.53
February 2007
1.54
1.53
March 2007
1.53
1.52
April 2007
1.52
1.51
May 2007
1.53
1.51
June 2007 (to Latest Practicable Date)
1.54
1.53
Source: Bloomberg L.P
.
The following table sets forth, for each of the financial periods indicated, the average and closing
exchange rates between the SandUS, calculated by using the average of the closing exchange rates
on the last day of each month during each financial period.
S/US Rate
Average
At Period End
FY2004
1.69
1.63
FY2005
1.66
1.66
FY2006
1.59
1.54
Source: Bloomberg L.P
.
The above exchange rates have been calculated with reference to exchange rates quoted from
Bloomberg L.P
. and shall not be construed as representation that the SamountsactuallyrepresentsuchUS amounts or could be converted into US$ at the rate indicated or any other rate.
Bloomberg L.P
. has not consented to the inclusion of the exchange rates quoted under this section and is
thereby not liable for these statements under Sections 253 and 254 of the SFA. Our Company has
included the above exchange rates in their proper form and context in this Prospectus and has not
verified the accuracy of these statements.
Please refer to the section entitled “General Information on our Group – Exchange Controls” in this
Prospectus for a description of the exchange controls that exist in Japan, Hong Kong and the PRC.
EXCHANGE RATES
39


Investors should consider carefully the following risk factors (which are not intended to be exhaustive) and
all other information contained in this Prospectus, before deciding to invest in our Shares. You should also
note that certain of the statements set forth below constitute “forward-looking statements” that involve
risks and uncertainties.
If any of the following risk factors and uncertainties develops into actual events, our business, financial
condition or results of operations or cash flows may be adversely affected. In such circumstances, the
trading price of our Shares could decline and investors may lose all or part of their investment. To the
best of our Directors’ belief and knowledge, all the risk factors that are material to investors in making an
informed judgement have been set out below.
RISKS RELATING TO OUR GROUP 
We are dependent on the services of key management personnel.
Our Directors believe that the reason for our continued success is, to a certain extent, attributable to the
expertise and experience of our three Executive Directors, namely Mr. Motokuni Yamashiro, Mr. Kazuhiko
Yoshida and Mr. Michio Tanamoto. Our management personnel make key decisions to maximise our
revenue and earnings in a cyclical and highly volatile environment. Please refer to the section entitled
“Directors, Management and Staff” in this Prospectus for more details. Our success will depend, in part,
on our ability to hire and retain key members of our management team. If any of our Executive Directors
ceases to be involved in our Group’s management in the future and we fail to find any suitable personnel
to replace any one or all of them, our operations, profitability and prospects may be adversely affected.
Our financial performance is unpredictable and dependent on prevailing market conditions.
Our overall revenue and profits tend to be difficult to predict. Our financial performance is dependent on
prevailing market conditions and we cannot predict with certainty our future revenue or profitability. The
majority of our income is earned mainly from our transaction-based business which depends on gaining
and executing finance arrangement mandates, or identifying and executing direct investments into
Alternative Assets. We also have some recurrent income from management fees, administration fees and
interest from Performance Notes from our direct investment business. Future revenue and profitability is
dependent on our consistently gaining business from our customers for finance arrangement and making
successful direct investments that would exceed our target investment hurdle rate.
Our Directors believe that our direct investment business performance depends on our ability to (i) source
for investment opportunities; (ii) negotiate investment terms that provide us with a positive investment
return that satisfy our investment criteria and exit relatively illiquid investment assets to realise our target
investment return rate; and (iii) continue to raise further funds from co-investors for new investments
when necessary.
As Alternative Assets are generally not traded over the counter or on any recognised stock
exchanges, it may be difficult to sell or realise the value of these investments and recover the
amounts we originally paid for them.
We invest in three key Alternative Asset classes, namely (i) ship investment consisting primarily of bulk
carriers, product tankers and container vessels mainly manufactured by Japanese shipyards; (ii)
distressed assets (including NPLs and other distressed assets in Asia (excluding Japan)); and (iii)
property investment (including hotel and property investment in Japan and commercial property
development in the PRC). As Alternative Assets are not traded over the counter or in any recognised
stock exchanges, their liquidity is subject to market conditions. Should market conditions deteriorate, it
may be difficult to sell or realise the value of these investments and recover the amounts we originally
paid for them. This could have a material adverse effect on our business, financial condition and results of
operations.
RISK FACTORS
40


We face the risk of not being able to earn the income we would have earned from our investment
in the NPL if the debtor is not able to service the loan and interest and we may be unable to
recover the original amount we had paid for the NPL.
Our investments in NPLs are dependent on the underlying distressed debtor’s ability to service its debt
and the anticipated cashflow return from recovering the NPL. There is a risk that the distressed debtor
might not be able to service its loan and the interest payable on the loan. In such circumstances, we face
the prospect of losing the income we could have earned from our investment in the NPL, had the debtor
been able to service the loan and interest in excess of the original amount we paid for the NPL. This
could have a material adverse effect on our business, financial condition and results of operations. Our
Company does not currently participate directly in any NPLs. Our investments in NPLs are made through
investments in distressed assets investment funds such as the AAA Series I and II Funds. In the event
that a distressed debtor is unable to service its loans and interest to the relevant funds, the risk faced by
our Company is that we may receive lower or no distributions in respect of our investments in such funds.
We may be indirectly adversely affected by the risks involved in the business of our associated
company, Capital Advisers, in Japan.
Our associated company, Capital Advisers, is a company incorporated in Japan engaged in the
investments in and management of real estate assets, including hotel and residential properties, in
Japan. As at the Latest Practicable Date, Capital Advisers is engaged in investments in respect of 13
hotels, three of which are under construction. Apart from the fluctuations of market values of properties
directly or indirectly invested in by Capital Advisers, its business involves several substantial risks,
including the risks of insufficient funding for its projects, inability to comply with changing laws or
regulations governing its securitisation business, and having only minority control in projects where it is
not the majority investor. We can neither enumerate all such risks nor specify the probability of any loss
due to such events.
A significant portion of our revenue is derived from the Asia-Pacific region and adverse economic
conditions in these markets would adversely affect our financial condition and operating results.
For FY2006, a significant portion of our revenue was derived from the Asia-Pacific region. Economic
development has a significant impact on the activities of industries in which most of our customers
operate. Economic conditions in the Asia-Pacific region can be unstable, and other factors such as war,
acts of terrorism, political instability or disease may harm or halt economic growth in the region. For
example, the Asian financial crisis of 2001 created a significant downturn in economic growth which
affected the entire region. Similarly, the outbreak of severe acute respiratory syndrome that affected Hong
Kong, the PRC, Singapore, Taiwan and Vietnam, amongst others, severely impacted the economies of
the affected areas. If a similar wide-ranging health scare, such as a spread of avian influenza or “bird-flu”
or another financial crisis or a large-scale act of terrorism, or any other adverse social or political incident
should occur, the economic conditions in the affected markets would likely be severely harmed. Any
deterioration in economic condition in these regions may result in a decline in demand for financing
arrangements or cause companies to halt their expansion plans. In such cases, our business, financial
condition and operating results would be materially and adversely affected.
An adverse judgment or settlement in respect of any claim against us could have a material
adverse effect on our financial condition or results of operations.
Our business involves arranging financing transactions for third parties. Although the contracts we enter
into may contain disclaimer provisions against certain potential liabilities, we may still be subject to claims
by clients and could be held liable for our clients’ role in certain circumstances such as disagreement over
the performance of a contract. If this happens, we could be required to pay substantial damages to the
successful claimants. This could have a material adverse effect on our financial condition or results of
operations.
RISK FACTORS
41


Our business is heavily dependent on our reputation and any adverse publicity could have an
adverse effect on our business and financial performance.
Our business relies to a large extent on relationships and a reputation for delivering quality service to
gain new clients and maintain existing ones. Should we provide a level of service that a client is not
satisfied with or becomes involved with any disputes in respect of a transaction involving us, then we may
suffer damage to our reputation and receive adverse publicity, either of which or together could have an
adverse effect on our business and financial performance.
We may not be able to obtain the financing required to fund our transactions.
In order to finance transactions in which we are involved as either principal investor or finance arranger,
our Group raises financing from various financial institutions with which we have enjoyed positive
relationships. Should such financing not be available in future, our business and financial performance
could be adversely affected.
Our ship investment funds/companies may not be able to purchase or acquire new vessels
meeting our requirements at prices or delivery times acceptable to us.
The ship investment funds/companies that we establish and/or invest in may be required to make down
payments and progress payments during the construction of new vessels, but do not derive any revenue
from these vessels until after their delivery. There can be no assurance that such new vessels will be
completed on schedule or at all. While the ship investment funds/companies may receive penalty
payments from the shipbuilder, experience delays in the delivery of, or failure to deliver, one or more of
the new vessels could have an adverse effect on the business, financial condition and results of
operations of the ship investment funds/companies and, in turn, the return on the ship investment
funds/companies that we invest in.
We may be subject to other third-party obligations and contingent liabilities which may affect our
financial performance.
We commonly invest alongside third parties in our direct investment transactions. Our Directors believe
that the inability of co-investors to fulfil their obligations may result in us being required to contribute
additional capital that we did not initially intend to contribute or not completing transactions that we
otherwise might have. It is possible that if the co-investors fail to raise enough funds, we may have to
contribute more capital to achieve our target level of fund raising, and as a result, adversely affect our
cash flow.
We depend on our ability to raise third party funds from time to time to finance direct investment
opportunities. There can be no assurance that we will be able to obtain such funds on acceptable terms,
or at all.
In addition, we have provided a guarantee in favour of Xing Long Maritime S.A. (“Xing Long”) to
guarantee the performance by Panmax Tanker S.A. (“Panmax”) of its obligations under a contract
between Xing Long and Panmax for the construction and sale of a 50,000 DWT product tanker (the
“Tanker”) for approximately Yen 4.69 billion (or approximately US$39.5 million) (the “Shipsales
Contract”). Panmax is an SPC established for the purposes of acquiring the Tanker and has been
acquired by the Akebono Fund on 19 June 2007. For further details, please refer to the section entitled
“Business Overview – Alternative Assets Investment – Ship investment” in this Prospectus. As such, we
may be subject to claims by Xing Long in respect of their losses arising from any default by Panmax of its
obligations under the Shipsales Contract. In the event of such claims being made, our financial
performance may be adversely affected. In the event of a default by Panmax of its payment obligations
under the Shipsales Contract, our Company may enforce a share charge provided by Infinite Asset and
acquire Panmax in accordance with the terms thereof. Depending on market conditions, our Company
may either sell the shipbuilding contract or continue the shipbuilding contract and take delivery of the
vessel. If we take delivery of the vessel, we would then have the option to charter it out to third party or
sell it in the open market. If our Company is unable to sell the shipbuilding contract or the vessel (after it
has taken delivery of the vessel) at favourable prices, our financial performance may be significantly
affected.
RISK FACTORS
42


We are exposed to foreign currency and interest rate fluctuations.
We are exposed to adverse fluctuations in foreign currency exchange rates and foreign exchange risks.
The invoicing currency of our income is mainly US.OuroperatingexpensesaremainlydenominatedinHK, US,YenandS, which are the local currencies of the countries in which we currently operate.
Our foreign exchange risk arises mainly from a mismatch between our income and expenses. To the
extent that our income and expenses are not naturally matched in the same currency and to the extent
that there are timing differences in the collections and payments, we may be susceptible to foreign
exchange exposure. Any significant fluctuation in the foreign exchange rates of the principal invoicing
currency of our income against the principal currencies for our operating costs could result in us incurring
net foreign exchange losses and will have an adverse impact on our financial results.
We may enter into hedging arrangements to manage our foreign exchange risks. For further details,
please refer to the section entitled “Management’s Discussion and Analysis of Financial Position and
Results of Operations – Foreign Exchange Exposure”. However, there is no assurance that such efforts
and our use of hedging arrangements will successfully hedge against all foreign currency fluctuations.
Our consolidated financial statements are presented in US.ForeigncurrencytransactionsaretranslatedinUS. Such translation can result in foreign currency translation losses which may adversely affect our
financial position.
The Hong Kong dollar has been pegged to the US dollar at the rate of HK7.80toUS1.00 since 17
October 1983. In the event that this pegged exchange rate were to be changed or there were to be a
revaluation of the Hong Kong dollar, it could adversely affect our financial results.
The investment in ships is a leveraged investment, therefore, significant rises in the borrowing rate can
adversely affect cash flow and profitability of each ship investment project as charter hire is normally fixed
for the period of charter.
Changes in the accounting, legal and tax regimes could limit the functionality of the financing
structures that we have developed and lessen demand from our clients.
We operate in and across a variety of accounting, legal and tax regimes. Change in these regimes, whilst
providing opportunities, could also limit the functionality of the financing structures that we have
developed for our clients, a large number of which are based on optimising tax efficiency, which could
adversely affect our finance arrangement business. Changes may reduce the efficiency of structures and
hence lessen demand from our clients for these products.
We are subject to claims arising from disputes over the interpretation or enforceability of our
documentation.
We enter into a number of highly structured transactions that require detailed documentation. As a result,
the risk of dispute over interpretation or enforceability of the documentation, or errors in the preparation of
the documentation may be higher than for other investments. As a result, we may be subject to claims
arising from such disputes by our clients or other counterparts. If these claims are successful, we may be
required to compensate the claimant and our financial condition and results of operations may be
adversely affected.
We may not be able to manage our expansion activities effectively.
With respect to our Company’s expansion into new geographic regions, our current approach is to
consider only new geographic and industry sectors that have synergistic potential with our existing
business. Expansion of our operations, including potential expansion into new geographic markets and
products, although undertaken within a strategy of keeping risks low and seeking synergistic benefits,
may result in loss of initial investment costs such as initial capital outlay if not managed effectively. If we
are unable to manage our expansion activities effectively, our financial condition and results of operations
may be adversely affected.
RISK FACTORS
43


We may be affected by terrorist attacks and other acts of violence or war.
Terrorist attacks such as those that occurred in the USA on 11 September 2001, and armed conflict such
as the war in Iraq, may negatively affect our business. Political and economic instability in some regions
of the world may also result from such terrorist attacks and armed conflicts and could negatively impact
our financial condition. We are unable to predict the consequences of any of these terrorist attacks or
armed conflicts and we are unable to foresee events that could have a material adverse impact on our
business. In the event of such attacks or conflicts, our business, financial condition and results of
operations may be adversely affected.
RISKS RELATING TO THE INDUSTRIES WHICH WE OPERATE IN 
The financial services industry is highly competitive and we may not be able to keep up with the
competition.
The financial services industry is highly competitive and it is expected to remain so. We compete on the
basis of a number of factors including customer relationships, quality of service, innovation,
responsiveness to customer needs, flexibility, reputation and price. Many competitors have greater
financial and marketing resources and larger customer bases than us. An increase in competition and our
failure to keep up with the intense competition may have a material and adverse effect on our financial
condition and results of operations.
The financial services industry is highly regulated and our business operations may be affected
by future changes in applicable laws and regulations.
As the financial services industry is a highly regulated industry, many aspects of our business, such as
the financing structures adopted, are subject to approvals and exemptions by the relevant authorities.
Changes in such laws and regulations or their interpretation or enforcement may result in us being
required to obtain or not getting the requisite approvals or exemptions required for our business
operations and a consequent increase in our costs of compliance. There can be no assurance that
changes in such laws and regulations or in their interpretation or enforcement, will not have a material
adverse impact on our business, financial condition and results of operations. In addition, there can also
be no assurance that all regulatory bodies or authorities will take the same view as us with regard to the
interpretation or application of such laws and regulations.
We are subject to the cyclical upturns and downturns in the shipping industry.
We believe that the shipping industry (in particular, the dry bulk, product tanker and container segments)
may undergo a cyclical downturn in business cycle. Factors which may have an adverse effect on the
shipping industry business cycle include a deterioration in the condition of the global economy, a
reduction in the volume of international trade and excess supply of or insufficient demand for maritime
vessels. While a cyclical downturn would directly affect our Company’s direct ship investment through
lower charter income, cyclical upturns may also affect our Company by slowing down our ship acquiring
activities due to high vessel prices. Our financial performance is dependent on the cyclical upturns and
downturns in the shipping industry, and there may be material and adverse impact on our business,
financial condition and results of operations.
The shipping industry is highly competitive, which may result in volatile charter rates and which
may have a material adverse effect on our operating results.
The shipping industry is highly fragmented with many owners of vessels and is characterised by intense
competition. The industry is affected by developments in the major world economies that influence trade
patterns and is fragmented among many global, regional and local carriers.
Many of the factors
influencing the supply of and demand for shipping capacity are outside our control and the nature, timing
and degree of changes in industry conditions are unpredictable. Charter rates are based in part on supply
and demand of vessels and are extremely competitive. Over the last decade, charter rates have been
volatile. Our operating results are dependent on, amongst other things, performance of our direct ship
investments, which are, in turn, dependent on the prevailing charter rates in a given time period.
Fluctuations in charter rates may also have an impact on our Company’s investments in ship investment
funds, particularly where the underlying vessels are chartered on a short-term basis. In such cases, the
distributions of interest under the Performance Notes held by us in respect of our investments in such
RISK FACTORS
44


ship investment funds may be lower in the event of lower prevailing charter rates of the vessels under
management by the relevant ship investment funds. This is because such distributions of interest are
generally derived from the charter income of the ship investment funds, less the operating and other
expenses (such as interest expenses) incurred in relation to the relevant vessels. There can be no
assurance that charter rates will be stable or increase over time. In the event that the shipping industry
experiences a downturn, the performance of our direct ship investments as well as investments in ship
investment funds and, in turn, our operating results and overall performance, may be materially and
adversely affected.
Our insurance policies may not provide us with adequate coverage against all risks.
Standard Protection & Indemnity insurance has been arranged for vessels owned by the ship investment
funds/companies that we invest in. However there can be no assurance that all risks are adequately
insured against, that any particular claim will be paid or that adequate insurance coverage can be
obtained at commercially reasonable rates in the future.
The shipping industry is highly regulated and we, or the ship investment funds that we invest in,
may incur additional costs in meeting new regulations or limit our ability to do business.
The shipping industry is highly regulated, and operations of shipowners, including the ship investment
funds which we invest in, are affected by extensive and changing environmental protection laws and other
regulations in the form of numerous international conventions, national, state and local laws and national
and international regulations in force in the jurisdictions in which our vessels operate, as well as in the
country or countries in which such vessels are registered. Compliance with such laws and regulations
may entail significant expenses for shipowners, including the funds/companies which we invest in,
including expenses for ship modifications and changes in operating procedures. In the event that such
additional costs are incurred, the performance of our investment in such funds/companies and, in turn,
our overall performance, may be materially and adversely affected.
We may also incur substantial costs in order to comply with existing and future environmental and health
and human safety requirements, including, among others, obligations relating to air emissions,
maintenance and inspection, development and implementation of emergency procedures and insurance
coverage. Shipowners, including the ship investment funds/companies which we invest in, could also face
substantial liability for penalties, fines, damages and remediation costs associated with hazardous
substance spills or other discharges into the environment involving operations of shipowners, including
the ship investment funds/companies which we invest in, under environmental laws and regulations. Such
costs could have a material adverse effect on the business, financial condition and results of operations
of ship owners and in turn, the performance of the ship investment funds/companies we invest in. This
may materially and adversely affect our overall performance.
The operating certificates and licenses of vessels are renewed periodically during each vessel’s required
annual survey. However, government regulation of vessels, particularly in the areas of safety and
environmental impact may change in the future and require shipowners to incur significant capital
expenditure on their ships to keep them in compliance. In addition, shipowners are required by various
governmental bodies to obtain permits and licenses required for the operation of their shipping business.
These permits may become costly or impossible to obtain or renew. In the event that such additional
costs are incurred, the performance of our investment in such funds/companies and, in turn, our overall
performance, may be materially and adversely affected.
Governments could requisition vessels during a period of war or emergency without adequate
compensation, resulting in loss of earnings.
Governments could requisition or seize vessels for title or for hire. Requisition for title occurs when a
government takes control of a vessel and becomes her owner. Also, a government could requisition
vessels for hire which occurs when a government takes control of a vessel and effectively becomes her
charterer at dictated charter rates. Generally, requisitions occur during a period of war and emergency.
Government requisition of one or more of the vessels owned by the ship investment funds/companies that
we invest in may adversely impact their business, financial condition and operating results. This could
have a material adverse effect on our business, financial condition and results of operations.
RISK FACTORS
45


We are subject to the cyclical upturns and downturns in the property industry in the countries
where we have property investments and this may affect the rental yield and capital value of such
properties.
The property industry is affected by cyclical upturns and downturns in its business cycle. Factors which
may have an adverse effect on the property industry business cycle include a deterioration in the
condition of the domestic or global economy, an increase in interest rates, a reduction in business
confidence, an increase in the opportunity cost to investors of investing in real estate relative to other
assets and negative changes to fundamental or speculative demand for real estate. A cyclical upturn may
affect our Company as high property prices may have the effect of lowering our Company’s ability to grow
our property portfolio. Our financial performance is dependent on the cyclical upturns and downturns in
the property industry, and there may be material and adverse impact on our business, financial condition
and results of operations.
Our historical financial performance may not be indicative of our future financial performance.
As our revenue and profits may be adversely affected by external factors beyond our control, investors
should be aware that there is no guarantee that we will increase or maintain our historical profit levels
and therefore investors should not take our historical profit levels as an indication of our future financial
performance. Factors which may affect our performance include general economic conditions including
business confidence, inflation rates, interest rates and levels of international trade; government policy,
legislation and/or regulation; and levels of competition within the industries that we operate in.
RISKS RELATING TO OWNERSHIP OF OUR SHARES
Investors in our Shares will face immediate and substantial dilution in the net asset value per
Share and may experience future dilution.
Our Invitation Price is substantially higher than our NAV per Share of 51.7 cents as at 31 December 2006
(adjusted for net proceeds from the Invitation and based on our post-Invitation issued share capital).
Thus, there is an immediate and substantial dilution in the NAV per Share for investors who subscribe for
our Shares pursuant to the Invitation. If we were liquidated for NAV immediately following the Invitation,
each shareholder subscribing to the Invitation would receive less than the price they paid for their Shares.
In addition, if and when we issue new Shares, you may not be able to or may choose not to participate in
an offering of these newly issued Shares, and as a result, you may experience significant dilution in
future. Details of the immediate dilution of our Shares incurred by new investors are described under the
section entitled “Dilution” in this Prospectus.
We may require additional funding for our future growth.
Although we have identified our future growth plans set out in the section entitled “General Information on
our Group – Future Plans” in this Prospectus as the avenues to pursue growth in our business, the
proceeds from the Invitation will not be sufficient to fully cover the estimated costs of implementing all
these plans. We may also find opportunities to grow through acquisitions which cannot be predicted at
this juncture. Under such circumstances, secondary issue(s) of securities after the Invitation may be
necessary to raise the required capital to develop these growth opportunities. If new Shares placed to
new and/or existing Shareholders are issued after the Invitation, they may be priced at a discount to the
then prevailing market price of our Shares trading on the SGX-ST, 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. Any additional debt
financing may, apart from increasing interest expense and gearing, contain restrictive covenants with
respect to dividends, future fund raising exercises and other financial and operational matters. If we are
unable to procure the additional funding that may be required, our growth or financial performance will be
adversely affected.
RISK FACTORS
46


You may not be able to attend general meetings of our Company.
Under the Cayman Companies Law, only those persons who agree to become shareholders of a Cayman
Islands company and whose names are entered on the register of members of such a company are
considered members, with rights to attend and vote at general meetings. Depositors holding Shares
through CDP will not be recognised as members of our Company, and will not have a right to attend and
to vote at general meetings of our Company. In the event that Depositors wish to attend and vote at
general meetings of our Company, CDP will have to appoint them as proxies, pursuant to the Articles. For
further details, please refer to the section entitled “Attendance at General Meetings” in this Prospectus.
We are a Cayman Islands incorporated company and the rights and protection accorded to our
Shareholders may not be the same as those applicable to shareholders of a Singapore
incorporated company.
We are incorporated in the Cayman Islands as an exempted company with limited liability under the
Cayman Companies Law. The Companies Act may provide shareholders of Singapore-incorporated
companies with certain rights and protection of which there may be no corresponding or similar
provisions under the Cayman Companies Law. As such, if you invest in our Shares, you may or may not
be accorded the same level of shareholder rights and protection that a shareholder of a Singapore-
incorporated company would be accorded under the Companies Act.
We have set out in Appendix D and Appendix E a summary of the Memorandum of Association and
selected Articles of our Company and a summary of certain provisions under the Cayman Companies
Law. Explanatory statements on specific issues in relation to Cayman Companies Law have been set out
in pages E-1 to E-5 of this Prospectus. Each of the summaries and explanatory statements is not
intended to be and does not constitute legal advice and any person wishing to have advice on the
differences between the Cayman Companies Law and the Companies Act and/or the laws of any
jurisdiction with which he is not familiar is recommended to seek independent legal advice. Copies of the
Memorandum of Association and the Articles of our Company are available for inspection at such place
and time as set out in the section entitled “General and Statutory Information – Documents Available For
Inspection” in this Prospectus.
Singapore law contains provisions that could discourage a takeover of our Company.
The Singapore Code on Take-overs and Mergers contains certain provisions that may delay, deter or
prevent a future takeover or change in control of our Company. Any person acquiring an interest, either
on his own or together with parties acting in concert with him, in 30.0 per cent. or more of our voting
shares may be required to extend a takeover offer for our remaining voting shares. A takeover offer is also
required to be made if a person holding between 30.0 per cent. and 50.0 per cent. (both inclusive) of the
voting rights in our Company (either on his own or together with parties acting in concert with him)
acquires more than 1.0 per cent. of our voting shares in any six-month period.
These provisions may discourage or prevent certain types of transactions involving an actual or
threatened change of control of our Company. Some of our Shareholders, who may include you, may
therefore be disadvantaged as a transaction of that kind might have allowed the sale of Shares at a price
above the prevailing market price.
The Invitation may not result in an active or liquid market for our Shares.
Prior to the Invitation, there has not been a public market for the Shares. We cannot predict the extent to
which a trading market will develop or how liquid the market might become. The Invitation Price for the
Shares will be determined by a book-building process by agreement between our Company and the
Manager, Underwriter and Placement Agent, after taking into consideration, inter alia, prevailing market
conditions and estimated market demand for the Shares and may not be indicative of the market price at
which our Shares will trade after the Invitation. You may not be able to resell your Shares at a price that is
attractive to you.
RISK FACTORS
47


Future sales of Shares could adversely affect the prevailing market price of Shares.
The trading prices of our Shares could be subject to fluctuations in response to variations in our results of
operations, changes in general economic conditions, changes in accounting principles, or other
developments affecting us, our customers or our competitors, changes in financial estimates by securities
analysts, the operating and stock price performance of other companies and other events or factors,
many of which are beyond our control. Although it is currently intended that our Shares will remain listed
on the SGX-ST, there is no guarantee of the continued listing of our Shares.
The Singapore securities market is relatively small, which may cause the market price of our
Shares to be more volatile.
The SGX-ST is relatively small and may be more volatile than stock exchanges in the United States and
certain other countries. The relatively small market capitalisation of, and trading volume on, the SGX-ST,
compared to certain other global stock exchanges, may cause the market price of securities listed on the
SGX-ST, including our Shares, to fluctuate more than those listed on larger global stock exchanges.
It may not be possible for Shareholders to effect service of process within Singapore or to enforce
in Singapore any judgment obtained in Singapore or in the Singapore courts upon us or certain
Directors. Judgments of the Singapore courts may also not be enforceable in the Cayman Islands
courts.
We are a company incorporated with limited liability and of unlimited duration under the laws of the
Cayman Islands. Save for Mr. Michio Tanamoto, Mr. Ang Miah Khiang and Mr. Ronnie Teo Heng Hock, all
of our Directors reside outside Singapore. Substantially all of our assets and the assets of such persons
are located outside Singapore. As a result, it may not be possible for investors to effect service of process
within Singapore upon us or such persons or to enforce in Singapore a judgment obtained in courts
against us or such persons. Judgments of the Singapore courts may not be enforceable in the Cayman
Islands courts.
RISK FACTORS
48


S0.5551.9cents(1)51.7cents(1)6.0percent.6.4percent.9.9cents(1)5.5times10.2cents(1)5.4timesS132.2 million
Invitation Price
NAV
NAV per Share of our Group as at 31 December 2006:
(a)
before adjusting for the estimated net proceeds from the Invitation and
based on the pre-Invitation share capital of 175,000,000 Shares
(b)
after adjusting for the estimated net proceeds from the Invitation and based
on the post-Invitation share capital of 240,400,000 Shares 
Premium of Invitation Price over the NAV per Share as at 31 December 2006:
(a)
before adjusting for the estimated net proceeds from the Invitation and
based on the pre-Invitation share capital of 175,000,000 Shares
(b)
after adjusting for the estimated net proceeds from the Invitation and based
on the post-Invitation share capital of 240,400,000 Shares
EPS
Historical EPS of our Group for FY2006 based on the pre-Invitation share capital
of 175,000,000 Shares
Price Earnings Ratio
Historical PER based on the Invitation Price and the historical EPS of our Group
for FY2006
Net Operating Cash Flow(2)
Historical net operating cash flow per Share of our Group for FY2006, based on
the pre-Invitation share capital of 175,000,000 Shares
Price to Net Operating Cash Flow Ratio
Ratio of Invitation Price to historical net operating cash flow per Share of our
Group for FY2006 based on the pre-Invitation share capital of 175,000,000
Shares
Market Capitalisation
Our market capitalisation based on the Invitation Price and the post-Invitation
share capital of 240,400,000 Shares
Notes:
(1)
Based on the exchange rate of US1.00:S1.52 for illustrative purpose only.
(2)
Net operating cash flow is defined as the net profit attributable to Shareholders with depreciation added back.
(3)
The above Invitation statistics have been computed on the assumption that the Over-allotment Option is not exercised.
INVITATION STATISTICS
49


Based on the Invitation Price, we estimate that the aggregate net proceeds attributable to us from the
issue of the New Shares in the Invitation (assuming the Over-allotment Option is not exercised) will be
approximately S32.2million,afterdeductingunderwritingcommissionsandotherestimatedexpensesinrelationtotheInvitationofapproximatelyS3.8 million, out of which S1.3millionwasincurredin2006andS2.5 million is estimated to be incurred in 2007.
We intend to use the net proceeds received by us primarily for the following purposes:
(i)
approximately US12.2millionforinvestmentintheAkebonoFund;(ii)approximatelyUS2.6 million to further finance our investment in Rich Containership S.A., which
will acquire a new container vessel (4,300 TEU) with delivery expected in September 2008; and
(iii)
approximately US$2.4 million for investment in another new container vessel (4,300 TEU) with
delivery targeted for 2008.
The remaining proceeds will be used for other ship investments, distressed assets investments and/or
investments in real estate assets.
To the extent that the net proceeds from the Invitation are not immediately applied for the above
purposes, it is the present intention of our Directors to place such net proceeds on short-term deposits
with licenced banks and/or financial institutions or used for investment in short-term money market or
debt instruments.
For further details on our plans above, please refer to the sections entitled “General Information on our
Group – Prospects” and “General Information on our Group – Business Strategy and Future Plans” in this
Prospectus.
As the Invitation is underwritten on a firm commitment basis, there is no minimum amount which must be
raised from the Invitation.
For each Singapore dollar of the proceeds from the Invitation (assuming that the Over-allotment Option is
not exercised in full):
(i)
approximately 51.4 cents will be used to pay for investment in the Akebono Fund;
(ii)
approximately 11.1 cents will be used to further finance our investment in Rich Containership S.A.,
which will acquire a new container vessel (4,300 TEU) with delivery expected in September 2008;
(iii)
approximately 10.0 cents will be used to pay for investment in another new container vessel (4,300
TEU) with delivery targeted for 2008;
(iv)
approximately 7.0 cents will be used to pay for expenses incurred in connection with the Invitation;
and
(v)
approximately 20.5 cents will be used for other ship investments, distressed assets investments
and/or investments in real estate assets.
If the Over-allotment Option is exercised in full, the additional net proceeds (after the payment of the fees,
commissions and other expenses related to the subscription of the Additional Shares pursuant to the
exercise of the Over-allotment Option) which we will receive is approximately US$3.4 million. Such net
proceeds will be used for the purposes stipulated above, as our Directors may deem appropriate.
USE OF PROCEEDS
50


Subject to the Cayman Companies Law, our Directors may from time to time declare a dividend or other
distribution.
Our dividend payments and the rates of such dividend payments for FY2004, FY2005 and FY2006 are
set out below:
Gross dividend amounts
Dividend per Share
(US$’000)
(US$)
FY2004
1,400
0.05
FY2005
1,400
0.05
FY2006
1,680
0.06
In determining our dividends in respect of FY2007, we will take into account factors including the
prevailing state of financial and foreign exchange markets and interest rate levels. Subject to the factors
stated herein, our Directors intend to recommend and distribute up to 50% of our consolidated profits
available for distribution for FY2007.
The amount of our past dividends is not indicative of the amount that we will pay in the future. Future
dividends will be paid by us as and when approved by our Shareholders and Directors. Our Directors may
declare an interim dividend without seeking our Shareholders’ approval. Any such dividend payments will
be subject to the level of our future earnings, cash flow, financial condition, working capital needs,
investment plans and other factors deemed relevant by our Directors, including such legal or contractual
restrictions as may apply from time to time. There can be no assurance that dividends will be paid in the
future or as to the timing of any dividends that are to be paid in the future.
Payments of cash dividends and distributions, if any, will be made in UStotheCDPonbehalfofShareholderswhomaintain,eitherdirectlyorthroughdepositoryagents,SecuritiesAccountswiththeCDP.ExceptforShareholderswhohaveelectedtoreceivecashdividendsanddistributionsinUS, the
CDP will convert such proceeds into SandcausesuchS to be delivered to the relevant Shareholders’
respective direct Securities Accounts with the CDP or to depository agents for distribution to
Shareholders who maintain securities sub-accounts with such depository agents, as the case may be.
The amount of SpayabletoShareholdersuponconversionofanysuchcashdividendsordistributionswillbeaffectedbyfluctuationsintheexchangeratebetweenS and US$. Neither we nor the CDP shall
be liable to any Shareholder for any currency exchange loss in respect of any such conversion.
You should note that all the foregoing statements are merely statements of our present intention and shall
not constitute legally binding statements in respect of our future dividends which may be subject to
modification (including reduction or non-declaration thereof) in our Directors’ sole and absolute discretion.
For information relating to taxes payable on dividends, please refer to the section entitled “Taxation” of
this Prospectus.
Our foreign subsidiaries may declare and pay cash dividends to our Company, if any, in the currencies of
their respective countries of incorporation, which may be converted into US$.
DIVIDEND POLICY
51


Our Company (Registration Number CR-72229) was incorporated in the Cayman Islands on 17 March
1997 under the Cayman Companies Law as an exempted company with limited liability under the name
of Uni-Asia Finance Corporation. As at the date of incorporation, our authorised share capital was
US60,000,000comprising60,000,000ordinarysharesofUS1.00 each.
Save as disclosed below, there have been no material changes in our share capital since inception.
On 17 March 1997, two initial subscribers of our Company were issued one subscriber share each for
cash at par of US1.00.On8April1997,togetherwiththetwosubscribersharestransferredtoit,Evergreenwasallottedandissued4,999,998furthersharesofUS1.00 each by our Company, credited as fully paid, for cash at par
of US1.00.On8April1997,weallottedandissued5,000,000sharesofUS1.00 each to Motokuni Yamashiro,
credited as fully paid, for cash at par of US1.00.On1September1997,weallottedandissued5,000,000sharesofUS1.00 each to Takugin International
(Asia) Ltd, credited as fully paid, for cash at par of US1.00,whichwerethentransferredtoThethen−HokkaidoTakushokuBank,Ltdon8October1997.On20March1998,ourCompanyallottedandissuedforcashatparofUS1.00 and credited as fully
paid:
(i) 
2,000,000 shares of US1.00eachtoHamburgischeLandesbankGirozentralewhichweresubsequentlytransferredtoHSHNordbankon28July2003;(ii)2,000,000sharesofUS1.00 each to Sojitz (Hong Kong) Limited (formerly known as Nissho Iwai
Hong Kong Corporation Limited);
(iii) 
2,000,000 shares of US1.00eachtoTheSumitomoTrustandBankingCo.,Ltd.;(iv)1,000,000sharesofUS1.00 each to JAFCO Investment (Asia Pacific) Ltd. (formerly known as
Nomura/JAFCO Investment (Asia) Limited); and
(v)
1,000,000 shares of US1.00eachtoORIXInvestmentandManagementPrivateLimited.On24March1998,weallottedandissued2,000,000sharesofUS1.00 each to Fastwin Investment
Limited, credited as fully paid, for cash at par of US1.00.On25March1998,weallottedandissued1,000,000sharesofUS1.00 each to Tokio Marine & Nichido
Fire Insurance Co., Ltd. (formerly known as The Tokio Marine and Fire Insurance Company Limited),
credited as fully paid, for cash at par of US$1.00.
On 9 November 1998, The then-Hokkaido Takushoku Bank, Ltd transferred 3,000,000 of its shares in our
Company to The Chuo Mitsui Trust & Banking Company, Limited. On 16 November 1998, The then-
Hokkaido Takushoku Bank, Ltd transferred its remaining 2,000,000 shares in our Company to The
Resolution and Collection Corporation (formerly known as The Resolution and Collection Bank, Ltd).
On 30 December 1998, we allotted and issued 1,500,000 shares of US$1.00 each to Founders
Corporation, credited as fully paid, for cash at par of US1.00.On8February1999,weallottedandissued500,000sharesofUS1.00 each to CSK Venture Capital
Co., Ltd as Investment Manager for the CSK-2 Investment Fund, credited as fully paid, for cash at par of
US1.00.SHARECAPITAL52Atageneralmeetingheldon26June2007,ourShareholdersapproved,interalia,thefollowing:(a)theadoptionofanewsetofMemorandumandArticlesofAssociation;(b)theincreaseinourauthorisedsharecapitalfromUS60,000,000, divided into 60,000,000 ordinary
shares of US1.00eachtoUS120,000,000 divided into 120,000,000 ordinary shares of US1.00each;(c)theconsolidationof16ordinarysharesofUS1.00 each into 1 ordinary share of US$16.00 each
(the “Consolidation”);
(d)
the division of each ordinary share of US$16.00, into 100 ordinary shares of US$0.16 each (the
“Sub-division”);
(e)
the issue and allotment of the New Shares, which are the subject of this Invitation. The New
Shares, when issued, allotted and fully paid up, will rank pari passu in all respects with the existing
issued and fully paid up Shares;
(f)
that authority be given to the Directors to grant the Over-allotment Option to the Manager and to
allot and issue up to 9,810,000 Additional Shares pursuant to the exercise of the Over-allotment
Option;
(g)
the establishment of the Scheme and that authority be given to our Directors to issue and allot
Option Shares pursuant to the exercise of Options under the Scheme;
(h)
that Options may be granted under the Scheme with an exercise price set at a discount of up to 20
per cent. of the market price for the Shares at the time of grant, provided that the exercise price per
Share shall not be less than the par value of that Share; and
(i)
that authority be given to our Directors, to (i) issue shares in our Company whether by way of
rights, bonus or otherwise; (ii) make or grant offers, agreements or options (collectively,
“Instruments”) that might or would require shares to be issued, including but not limited to the
creation and issue of (as well as adjustments to) warrants, debentures or other instruments
convertible into shares, at any time and upon such terms and conditions and for such purposes
and to such persons as our Directors may in their absolute discretion deem fit, and (iii) issue
shares in pursuance of any Instrument made or granted under such authority, provided that the
aggregate number of shares to be issued pursuant to such authority (including shares to be issued
in pursuance of Instruments made or granted under such authority) shall not exceed 50 per cent. of
the post-Invitation issued share capital of our Company and that the aggregate number of shares
to be issued other than on a pro rata basis to the then existing shareholders of our Company
(including shares to be issued in pursuance of Instruments made or granted under such authority)
shall not exceed 20 per cent. of the post-Invitation issued share capital of our Company. Unless
revoked or varied by our Company in general meeting, such authority shall continue in full force
until the conclusion of the next annual general meeting is required by law or by our Articles to be
held, whichever is earlier, except that the Directors shall be authorised to issue and allot new
shares pursuant to any Instrument made or granted under such authority notwithstanding the
authority conferred may have ceased to be in force.
For the purposes of the above resolution and pursuant to Rules 806(3) and 806(4) of the Listing
Manual, “post-Invitation issued share capital” means the enlarged issued and paid-up share capital
of the Company after the Invitation, after adjusting for (i) new shares arising from the conversion or
exercise of any convertible securities; and (ii) any subsequent consolidation or sub-division of
shares.
SHARE CAPITAL
53


Our Shares are issued in registered form. As at the Latest Practicable Date, there is only one class of
shares in the capital of our Company, being the Shares. A summary of selected Articles of our Company
relating to, among other things, the voting rights of our Shareholders is set out in Appendix D of this
Prospectus. There are no founder, management, deferred or unissued Shares reserved for issuance for
any purpose.
As at the Latest Practicable Date, our issued and paid-up capital comprised US$28,000,000 divided into
28,000,000 ordinary shares of US$1.00 each, all of which were fully paid. Details of the changes in our
issued and paid-up capital as at 31 December 2006, being the date of our last audited accounts, and our
issued and paid-up share capital immediately after the Invitation are as follows:
Number of Shares
Paid-up Capital
(’000)
(US$’000)
Issued and fully paid-up ordinary shares as at 1 January 2006
28,000
28,000
Issued and fully paid-up ordinary shares as at 31 December 2006
28,000
28,000
Consolidation of 16 shares of US1.00eachinto1shareofUS16.00 each
1,750
28,000
Sub-division of each share of US16.00eachimmediatelyaftertheconsolidationinto100sharesofUS0.16 each
175,000
28,000
Pre-Invitation Share Capital
175,000
28,000
New Shares to be issued pursuant to the Invitation 
65,400
10,464
Post-Invitation Share Capital
240,400
38,464
Our authorised share capital and shareholders’ funds as at 31 December 2006, before and after
adjustments to reflect the increase in authorised share capital and the Invitation are set forth below.
These statements should be read in conjunction with the “Report on the Consolidated Financial
Statements for the Year ended 31 December 2006”, as set out in Appendix C of this Prospectus.
Immediately
after the
Consolidation
As at
and 
Immediately
31 December 2006
Sub-division
after Invitation
(US)(US)
(US)AuthorisedShareCapitalOrdinarysharesofUS1.00 each
60,000,000
–
–
Ordinary shares of US$0.16 each
–
120,000,000
120,000,000
Shareholders’ Equity
Issued and paid-up share capital
28,000,000
28,000,000
38,464,000
Other Reserves
(222,704)
(222,704)
11,325,100
Retained earnings
31,989,107
31,989,107
31,989,107
Total shareholders’ equity
59,766,403
59,766,403
81,778,207
The New Shares to be issued will rank equally in all respects with all Shares currently in issue and will
qualify for all dividends or other distributions declared, made or paid in respect of a record date which
falls after the date of their issue.
SHARE CAPITAL
54


OWNERSHIP STRUCTURE
Our Directors and Substantial Shareholders of our Company and their respective shareholdings
immediately before the Invitation (as at the Latest Practicable Date, assuming that the Consolidation and
Sub-division of the Shares in issue had taken place) and immediately after the Invitation (assuming that
the Over-allotment Option is not exercised at all) are set out below:
Before the Invitation
After the Invitation
Direct Interest
Deemed Interest
Direct Interest
Deemed Interest
Number of
Number of
Number of
Number of
Shares
%
Shares
%
Shares
%
Shares
%
Directors
Motokuni Yamashiro
31,250,000
17.9
–
–
31,250,000
13.0
–
–
Kazuhiko Yoshida
–
–
10,437,500
6.0 (1)
–
–
11,937,500
5.0
Michio Tanamoto
–
–
10,437,500
6.0 (1)
–
–
11,937,500
5.0
Hamilton Jian Ren Chueh
–
–
–
–
–
–
–
–
Jörg Wilhelm Schelp(2)
–
–
–
–
–
–
–
–
Robert Van Jin Nien(3)
–
–
–
–
–
–
–
–
Independent Directors
V-Nee Yeh
–
–
–
–
–
–
–
–
Ang Miah Khiang
–
–
–
–
–
–
–
–
Ronnie Teo Heng Hock
–
–
–
–
–
–
–
–
Substantial Shareholders
Evergreen International 
S.A.(4)
31,250,000
17.9
–
–
31,250,000
13.0
–
–
The Chuo Mitsui Trust 
& Banking Company, 
Limited(5)
18,750,000
10.7
–
–
18,750,000
7.8
–
–
Sojitz (Hong Kong) 
Limited(6)
12,500,000
7.1
–
–
12,500,000
5.2
–
–
The Sumitomo Trust and 
Banking Co., Ltd(7)
12,500,000
7.1
–
–
12,500,000
5.2
–
–
Fastwin Investment 
Limited(8)
12,500,000
7.1
–
–
12,500,000
5.2
–
–
HSH Nordbank AG(9)
12,500,000
7.1
–
–
12,500,000
5.2
–
–
Founders Corporation(10)(14)
10,437,500
6.0
–
–
11,937,500
5.0
–
–
Dr. Chang Yung Fa and 
his associates
–
–
31,250,000
17.9
–
–
31,250,000
13.0
Hopewell Holdings 
Limited(8)
–
–
12,500,000
7.1
–
–
12,500,000
5.2
Exeno Yamamizu(11)(14)
2,125,000
1.2
–
–
5,125,000
2.1
–
–
Mitsui & Co., Ltd.(12)(14)
3,718,750
2.1
–
–
8,968,750
3.7
–
–
Yamasa Co., Ltd(13)(14)
3,718,750
2.1
–
–
8,968,750
3.7
–
–
Others
23,750,000
13.7
–
–
23,750,000
9.9
–
–
Public 
–
–
–
–
50,400,000
21.0
–
–
Total
175,000,000
100.0
240,400,000
100.0
PRINCIPAL SHAREHOLDERS
55


Notes:
(1)
Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto hold 64% and 36% of the shares respectively in Founders Corporation, which
in turn holds 6.0% (pre-Invitation) or 5.0% (post-Invitation) of the Shares in our Company. Mr. Yoshida and Mr. Tanamoto are
Executive Directors of our Company.
(2)
Mr. Jörg Wilhelm Schelp is a nominee director of our Substantial Shareholder, HSH Nordbank AG.
(3)
Mr. Robert Van Jin Nien is a nominee director of our Substantial Shareholder, Fastwin Investment Limited.
(4)
Evergreen International S.A. is one of the major shipping companies of the Evergreen group. It owns and operates ships and
containers. Evergreen International S.A. is wholly-owned by Dr. Chang Yung Fa and his associates (as defined in Section 4(6)
of the SFA), Mr. Chang Kuo Hua, Mr. Chang Kuo Ming and Mr. Chang Kuo Cheng. Dr. Chang and his associates are, by
virtue of Section 4(5) of the SFA, deemed to be interested in the Shares held by Evergreen International S.A.
(5)
The Chou Mitsui Trust and Banking Company, Limited is a financial institution in Japan specialising in trust banking products
and services.
(6)
Sojitz (Hong Kong) Limited is a subsidiary of Sojitz Corporation, which is a trading company.
(7)
The Sumitomo Trust and Banking Co., Ltd is a financial institution in Japan providing asset management, custody services
and commercial banking services.
(8)
Fastwin Investment Limited is a wholly-owned subsidiary of Hopewell Holdings Limited, a public listed company in Hong Kong
with business interests in property investment and development, highway infrastructure, hotel and hospitality and construction
businesses.
(9)
HSH Nordbank AG is one of the leading banks in Northern Europe and the world’s leading provider of ship finance and
covers the entire value chain in the transportation segment.
(10)
Founders Corporation is beneficially owned as to 64% by Mr. Kazuhiko Yoshida and 36% by Mr. Michio Tanamoto. Mr. Yoshida
and Mr. Tanamoto are Executive Directors of our Company. Founders Corporation has given an undertaking to our Company
to subscribe for 1,500,000 Placement Shares under the Invitation.
(11)
Exeno Yamamizu was established in Tokyo in April 1947, and its major shareholders include NYK Line and Mitsui O.S.K.
Lines, Ltd. Exeno Yamamizu is one of the companies of the Yamamizu Shipping Group, which is a ship broker in Japan.
Exeno Yamamizu has given an undertaking to our Company to subscribe for 3,000,000 Placement Shares under the
Invitation.
(12)
Mitsui & Co., Ltd. is a public company listed on the Tokyo Stock Exchange. Mitsui & Co., Ltd. has given an undertaking to our
Company to subscribe for 5,250,000 Placement Shares under the Invitation.
(13)
Yamasa Co., Ltd was established in Okayama in December 1967 and is a manufacturer of amusement related hardware as
well as software. Yamasa Co., Ltd has given an undertaking to our Company to subscribe for 5,250,000 Placement Shares
under the Invitation.
(14)
On 25 October 2006, The Resolution and Collection Corporation disposed of its entire shareholding interest of 6.07% in our
Company (pre-Invitation) to Founders Corporation, Exeno Yamamizu, Mitsui & Co. Ltd., and Yamasa Co. Ltd.
Save as disclosed above, there are no other relationships among our Directors, Executive Officers and
Substantial Shareholders. Save as disclosed above, to the best of the knowledge of our Directors, we are
not directly or indirectly owned or controlled by any other corporation, any government or other natural or
legal person whether severally or jointly.
The Shares held by our Directors and Substantial Shareholders do not carry different voting rights from
the New Shares which are the subject of the Invitation.
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 were no significant changes in the percentages of ownership of our Directors and Substantial
Shareholders in our Company from our incorporation until the Latest Practicable Date.
Immediately following the Invitation and assuming the Over-allotment Option is not exercised, the
authorised share capital of our Company will be US$120,000,000 divided into 750,000,000 Shares, of
which 240,400,000 Shares will be issued fully paid or credited as fully paid, and 509,600,000 Shares will
remain unissued. Other than pursuant to the exercise of the Over-allotment Option, we do not have any
present intention to issue any of the authorised but unissued share capital.
Save as disclosed herein, there has been no alteration in our share capital since our incorporation.
PRINCIPAL SHAREHOLDERS
56


MORATORIUM
To demonstrate their commitment to our Group, Mr. Motokuni Yamashiro, Founders Corporation,
Evergreen, The Chuo Mitsui Trust & Banking Company, Limited, Fastwin Investment Limited, HSH
Nordbank AG, Sojitz (Hong Kong) Limited, The Sumitomo Trust and Banking Co. Ltd, Exeno Yamamizu,
Yamasa Co., Ltd and Mitsui & Co., Ltd who will hold in aggregate 166,250,000 Shares representing
69.2% of our Company’s post-Invitation share capital (including the 15,000,000 Placement Shares that
Founders Corporation, Exeno Yamamizu, Yamasa Co., Ltd and Mitsui & Co., Ltd have together given an
undertaking to subscribe for), have undertaken not to sell, transfer 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 shareholding in our Company for a period of six months commencing from the date of
admission of our Company to the Official List of the SGX-ST.
Our Executive Directors, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto, who hold 64% and 36% of the
issued share capital of Founders Corporation have each given his respective undertaking that he will not
sell, transfer 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 his respective interest in Founders Corporation for a period
of six months commencing from the date of admission of our Company to the Official List of the SGX-ST.
In addition, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto undertake that they shall not, for a period of
six months commencing on the date of admission of our Company to the Official List of the SGX-ST,
without the prior written consent of the Manager (such consent not to be unreasonably withheld or
delayed), exercise their respective voting rights in relation to their shareholdings in Founders Corporation
to approve any issue of shares of Founders Corporation if such issuance would cause their combined
shareholdings in the share capital of Founders Corporation to fall below 51%.
PRINCIPAL SHAREHOLDERS
57


The following information should be read in conjunction with the “Report on the Consolidated Financial
Statements for the Year Ended 31 December 2006” set out in Appendix C of this Prospectus.
The following table shows our cash and cash equivalents and capitalisation as at the Latest Practicable
Date:
(a)
on an actual basis based on our Group’s unaudited consolidated balance sheet; and
(b)
as adjusted to reflect the allotment and issue of 65,400,000 ordinary shares of US0.16eachattheInvitationPriceofS0.55 each pursuant to the Invitation and the net proceeds from the
Invitation, after deducting estimated expenses related to the Invitation.
As at
the Latest Practicable Date
Actual
As adjusted
(US$’000)
(US$’000)
Cash and bank balances
27,184
49,199
Short-term indebtedness – Secured(1)
4,127
4,127
Short-term indebtedness – Unsecured
–
–
Total short-term indebtedness
4,127
4,127
Long-term indebtedness
–
–
Total short and long-term indebtedness
4,4,127
4,127
Shareholders’ equity
60,443
82,455
Total capitalisation and indebtedness
64,570
86,582
Note:
(1)
Our Company has an aggregate of US$5.2 million of deposits. Such deposits are secured by a pledge.
Save as disclosed above, since the Latest Practicable Date, there were no material changes in our total
capitalisation and indebtedness, except for changes in our retained earnings arising from the day-to-day
operations in the ordinary course of our business.
Contingent Liabilities
Please refer to the section entitled “Management’s Discussion and Analysis of Financial Position and
Results of Operations – Indebtedness” for further details on our contingent liabilities.
CAPITALISATION AND INDEBTEDNESS
58


Dilution is the amount by which the Invitation Price paid by the subscribers of our Shares in this Invitation
exceeds the NAV per Share after the Invitation. Our NAV per Share as at 31 December 2006 and based
on our pre-Invitation share capital of 175,000,000 Shares, was 51.9 cents per Share.
Based on the issue of 65,400,000 New Shares at the Invitation Price for each New Share pursuant to the
Invitation and after deducting the estimated issue expenses, the adjusted NAV of our Company as at 31
December 2006 would have been 51.7 cents per Share based on the post-Invitation issued and paid-up
share capital of 240,400,000 Shares. This represents an immediate decrease in NAV of 0.2 cents per
Share to our existing Shareholders and an immediate dilution of 3.3 cents per Share to our new investors
pursuant to the Invitation (“New Investors”).
The following table illustrates such dilution per Share:
Per Share (Cents)
Invitation Price
55
NAV per Share as at 31 December 2006 and based on the pre-Invitation 
share capital of 175,000,000 Shares
51.9 (1)
Decrease in NAV per Share attributable to existing Shareholder
0.2 (1)
Adjusted NAV per Share after the Invitation(2) (3)
51.7 (1)
Dilution in NAV per Share to New Investors
3.3 (1)
Notes:
(1)
Based on the exchange rate of US$1 : S1.52forillustrativepurposeonly.(2)AssumingtheOver−allotmentOptionisnotexercised.IftheOver−allotmentOptionisexercisedinfull,theNAVperShareimmediatelyaftertheInvitationwouldbe51.8centsperShare.(3)ThecomputedNAVperSharedoesnottakeintoaccounttheactualfinancialperformancefrom1January2007uptotheLatestPracticableDate.Dependingontheactualfinancialresultsandthenetgainorlossfromtranslationofthefinancialstatementsofoursubsidiaries,theNAVperSharemaybehigherorlowerthanthecomputedNAVperShare.ThefollowingtablesummarisesthetotalnumberofSharesacquiredbyourDirectorsandSubstantialShareholdersandtheirAssociatesduringthethreeyearspriortothedateoflodgmentofthisProspectus,thetotalconsiderationpaidbythemandtheeffectivecashcostpersharetothem.TotalEffectivecashNo.ofsharesconsiderationcostpershareacquired(US)
(US)DirectorsandtheirAssociatesFoundersCorporation1,062,500265,2000.2496DILUTION59ThefollowingtablespresenttheselectedconsolidatedfinancialinformationofourGroupasatandforthefinancialyearsended31December2004,2005and2006.Theselectedconsolidatedfinancialinformationforthefinancialyearsended31December2004,2005and2006havebeenextractedfromtheReportsontheConsolidatedFinancialStatementsfortheyearsended31December2004,2005and2006setoutinAppendicesA,BandCofthisProspectuswithoutmaterialadjustments.TheseselectedconsolidatedfinancialinformationshouldbereadinconjunctionwiththeReportsontheConsolidatedFinancialStatementsfortheyearsended31December2004,2005and2006setoutinAppendicesA,BandCofthisProspectusandtherelatednotesthereto.Witheffectfromthefinancialyearended31December2005,wechangedourpresentationoftheincomestatementassetoutintheauditedfinancialstatementsbypresentingananalysisofexpensesusingclassificationbasedontheirnature.Forthefinancialyearended31December2004,wepresentedananalysisofexpensesbasedontheirfunctionwithinourGroupintheincomestatementassetoutintheauditedfinancialstatements.Forcomparisonpurposes,theselectedconsolidatedfinancialinformationcontainedinthissectionofthisProspectushasbeenpresentedusingtheclassificationandformatintheauditedconsolidatedfinancialstatementsofourGroupforthefinancialyearsended31December2005and2006.Asaresult,certainbalancesinrespectofthefinancialyearended31December2004werereclassifiedandrestated.ThereclassificationandrestatementhadnoimpactontheconsolidatednetprofitandconsolidatednetassetsofourGroupforthefinancialyearended31December2004.Pleaserefertothesectiononreconciliationfordetailsofthereclassificationofthecomparativefiguresforthefinancialyearended31December2004.CONSOLIDATEDRESULTSOFOURGROUPRestated(1)AuditedAuditedUS’000
FY2004
FY2005
FY2006
Fee income(2)
5,599
12,234
9,922
Investment returns
6,682
5,011
7,983
Income from defaulted loans
1,862
–
–
Interest income
339
936
1,543
Other income
317
86
22
Total income
14,799
18,267
19,470
Employee benefits expense
(5,087)
(5,481)
(6,084)
Depreciation expense
(77)
(106)
(278)
Other expenses
(1,821)
(3,316)
(3,107)
Reversal of impairment loss on loans receivable
250
–
–
Gain/(loss) on disposal of fixed assets
–
2
(16)
(6,735)
(8,901)
(9,485)
Operating profit
8,064
9,366
9,985
Finance costs – interest expense
(46)
(42)
(83)
Share of profit of associates after tax
96
594
1,929
Profit before income tax
8,114
9,918
11,831
Income tax expense
(179)
(479)
(398)
Profit for the year
7,935
9,439 
11,433 (3)
EPS(4) (pre-Invitation)  
US0.045US0.054
US0.065(3)EPS(5)(post−Invitation)US0.033
US0.039US0.048 (3)
SELECTED FINANCIAL INFORMATION AND OTHER DATA
60


Notes:
(1)
Please refer to the section below for the reconciliation of the restated figures to the audited financial statements for the
respective financial year.
(2)
Our fee income includes income generated from related party transactions as discussed in Note 29 to the consolidated
financial statements of our Company for FY2006.
(3)
Our profit for the year and the EPS for FY2006 would not be materially affected had the Service Agreements as described in
the section entitled “Directors, Management and Staff – Service Agreements” been in place at the beginning of FY2006.
(4)
For comparative purposes, the EPS (pre-Invitation) is computed by dividing the profit for the year by our pre-Invitation share
capital of 175,000,000 Shares.
(5)
For comparative purposes, the EPS (post-Invitation) is computed by dividing the profit for the year by our post-Invitation share
capital of 240,400,000 Shares.
RECONCILIATION OF OUR CONSOLIDATED RESULTS AS SET OUT IN THIS PROSPECTUS TO
OUR AUDITED CONSOLIDATED FINANCIAL STATEMENTS
The table below sets out the reconciliation of the restated figures to the audited consolidated financial
statements for the financial year ended 31 December 2004:
Annual Report
Original
Reclassification
Restated
US$’000
Fee income
5,599
–
5,599
Investment returns
6,682
–
6,682
Income from defaulted loans
1,862
–
1,862
Interest income
339
–
339
Other income
317
–
317
Total income
14,799
–
14,799
By function (1)
Administrative expenses
(6,985)
6,985
–
Reversal of impairment loss on loans receivable
250
(250)
–
(6,735)
6,735
–
By nature (1)
Employee benefits expense
–
(5,087)
(5,087)
Depreciation expense
–
(77)
(77)
Other expenses
–
(1,821)
(1,821)
Reversal of impairment loss on loans receivable
–
250
250
–
(6,735)
(6,735)
Operating profit 
8,064
–
8,064
Finance costs – interest expense
(46)
–
(46)
Share of profit of associates after tax
96
–
96
Profit before income tax 
8,114
–
8,114
Income tax expense
(179)
–
(179)
Profit for the year
7,935
–
7,935
Note:
(1)
Expenses in the income statement as set out in the audited consolidated financial statements of our Group for the financial
year ended 31 December 2004 were presented according to their functions. For comparison purposes, the expenses have
been reclassified according to their nature using the classification and format in the audited consolidated financial statements
for the financial years ended 31 December 2005 and 2006.
SELECTED FINANCIAL INFORMATION AND OTHER DATA
61


CONSOLIDATED FINANCIAL POSITIONS OF OUR GROUP
Restated(1)
Audited
Audited
As at
As at
As at
31 December 2004
31 December 2005
31 December 2006
US$’000
ASSETS
Non-current assets
Property, plant and equipment
122
147
652
Loans receivable
150
50
2,500
Investments
8,289
15,437
19,249
Investments in associates
6,928
6,648
8,472
Amounts due from associates
4,781
756
–
Deposit for purchase of vessel
–
–
3,944
20,270
23,038
34,817
Current assets
Loans receivable
1,200
100
3,050
Rental and utility deposits paid
227
433
375
Deposits pledged as collateral
12,614
10,082
5,053
Accounts receivable
93
465
1,491
Derivative financial instruments
–
–
163
Prepaid expenses
247
267
235
Interest receivable
54
20
74
Amount due from associate
–
–
4
Cash and bank balances
24,000
27,544
22,205
Tax receivable
–
–
105
38,435
38,911
32,755
Total assets
58,705
61,949
67,572
EQUITY
Capital and reserves attributable 
to equity holders
Share capital
28,000
28,000
28,000
Other Reserves
–
–
(223)
Retained earnings
12,517
21,956
31,989
Total equity
40,517
49,956
59,766
LIABILITIES
Non-current Liabilities
Deferred tax liabilities
178
264
636
178
264
636
Current Liabilities
Amount due to associate
–
11
1
Borrowings
12,526
9,041
4,222
Accounts payable
2,267
227
278
Derivative financial instruments
–
–
144
Accrued expenses
1,783
2,023
2,462
Tax payable
34
427
63
Dividend payable
1,400
–
–
Total current liabilities
18,010
11,729
7,170
Total equity and liabilities
58,705
61,949
67,572
Total liabilities
18,188
11,993
7,806
Net assets
40,517
49,956
59,766
SELECTED FINANCIAL INFORMATION AND OTHER DATA
62


Note:
(1)
Deposits pledged as collateral was previously classified under cash and bank balances in the audited consolidated financial
statements for the financial year ended 31 December 2004. For comparative purposes, this balance had been reclassified
using the classification and format in the audited consolidated financial statements for the financial years ended 31 December
2005 and 2006.
SELECTED FINANCIAL INFORMATION AND OTHER DATA
63


PRO FORMA FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
On 17 April 2007, we launched the Akebono Fund in order to take advantage of the Singapore Maritime
Port Authority’s Maritime Finance Incentive (“MFI”) schemes. On 13 September 2006, our wholly-owned
subsidiary, Uni-Asia Capital (Singapore) Limited, was designated as an Approved Shipping Investment
Manager (“ASIM”) under the Income Tax Act, Chapter 134 of Singapore (the “SITA”) by the Singapore
Maritime Port Authority (“MPA”). At the same time, the MPA had also granted a designation of Approved
Shipping Investment Enterprise (“ASIE”), for the Akebono Fund. Our Company has committed to invest in
the Akebono Fund, together with other investors, by way of subscription for a principal amount of
US$42.9 million Performance Notes issued or to be issued by the Akebono Fund pursuant to the terms of
a subscription agreement dated 17 April 2007.
Paragraph 23 of Part IX of the Fifth Schedule to the Securities and Futures (Offer of Investments)
(Shares and Debentures) Regulations 2005 (“SFR”) requires the Prospectus to include pro forma
financial statements for the most recent completed financial year where our Company has, inter alia,
acquired any asset or any entity, or entered into any agreement, to acquire any asset or entity, during the
period between the beginning of the most recent completed financial year and the date of registration of
the Prospectus with the Authority and the net book value of that asset would have accounted for 10% or
more of the net assets of our Group in respect of our most recent completed financial year.
As our total committed investment amount in the Akebono Fund exceeds 10% of the net assets of our
Group for FY2006, we are, accordingly, required under paragraph 23 of Part IX of the Fifth Schedule to
the SFR, to include pro forma financial information in this Prospectus.
In this regard, we have applied to the Authority and the Authority has granted us a waiver from
compliance with the requirement under paragraph 23 of Part IX of the Fifth Schedule to the SFR to
include pro forma financial statements for the financial year ended 31 December 2006, on the bases set
out below.
We do not have available all financial information on the Akebono Fund’s ship investments from which
such pro forma financial statements can be prepared. Although our Company has identified certain
vessels, consisting of existing vessels and/or newbuilds that were or may be proposed to be acquired by
the Akebono Fund, the actual decision to acquire such vessels may be subject to change. In the event
that the Akebono Fund decides to acquire existing vessels from the funds that our Company currently
invests in, our Company may have access to the financial information relating to the historical
performance of the vessels.
Even if financial information on the potential vessels to be acquired by the Akebono Fund is available, we
believe that it would not be advisable for our Company to rely on such financial information as a basis for
preparing any pro forma financial statements for inclusion in this Prospectus, for the following reasons:
(i)
the historical financial performance of the vessel would not be relevant as the future performance
of the vessel would be dependent on various factors, including deployment and tenure of the
charters and charter rates. Charter rates are dictated by global trends and may differ from year to
year. Given that the factors contributing to the financial performance of the vessel in the current
year may differ from those of previous years, should our Company prepare the pro forma accounts
based on the historical financial information of the vessel, it may be misleading to investors who
may rely on the pro forma accounts in this Prospectus to make an investment decision, as such pro
forma financial information may not be indicative of the future performance of the vessel and,
consequently, our Company; and 
(ii)
our Company may not be in a position to verify the accuracy and validity of such underlying
financial information.
SELECTED FINANCIAL INFORMATION AND OTHER DATA
64


The following discussion should be read in conjunction with our audited consolidated financial statements
together with the related notes thereto, all of which are included elsewhere in this Prospectus. 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 Prospectus, particularly in the section entitled
“Risk Factors”.
OVERVIEW
Uni-Asia is an Asia-based structured finance arrangement and Alternative Assets direct investment firm.
Our principal activities are in: (1) structured finance – the finance arrangement of transport related assets
(such as ships and aircraft), and the provision of ship charter arrangement and agency services; and (2)
Alternative Assets investment/management – direct investments in and/or the arrangement and
administration of Alternative Assets investments such as ships, distressed assets and real estate.
We have an established base of clients that include Evergreen Group, CIDO Shipping Group and
Dainichi-Invest Corporation.
Income
Our income comprises primarily of: (i) fee income; (ii) investment returns; (iii) income from defaulted
loans; (iv) interest income; and (v) other income. Our investment returns comprise mainly realised gain on
investments, return on Performance Notes and fair value adjustments on Performance Notes. Return on
Performance Notes comprises interest income from Performance Notes.
We derive income primarily from four main business segments, namely: (i) structured finance; (ii) ship
investment/management;
(iii) distressed assets investment/management;
and (iv) property
investment/management.
(1)
Structured finance 
This business segment relates to the finance arrangement of transport related assets (such as ships and
aircrafts) and ship charter arrangement and agency services. We act as agent of and participate in the
arrangement of syndicated commercial loans, tax oriented leases, and charter brokerage and we
specialise mainly in shipping in Asia. Our income from structured finance accounted for 18.0%, 39.2%
and 30.8% of our total income in FY2004, FY2005 and FY2006, respectively. In our structured finance
business, our Company will mainly act as finance arranger. As at 31 December 2003, our Company had
been contracted to arrange financing for 10 containerships, for which we would collect a fee of US$0.69
million in respect of each ship (totalling US6.9millionforall10ships),includingcompletionfeesofUS0.55 million per ship (totalling US$5.5 million for all 10 ships). As at 31 December 2006, a total of six
containerships have been delivered and the fees received in respect of these containerships have been
recognised as income for FY2005 or, as the case may be, FY2006. The remaining fees will be recognised
as income in the year of the delivery of the relevant vessels. As at the Latest Practicable Date, two
additional containerships had already been delivered in the first half of FY2007. The third containership is
expected to be delivered in the 3rd quarter of FY2007 and the last containership is expected to be
delivered in the 1st quarter of FY2008.
Although our Company has, historically, participated in syndicated loans, we do not, moving forward,
expect that participation in syndicated loans to be a material component of our income. As such, our
Company does not regard itself to be exposed to any material credit and interest rate risks arising from
participation in syndicated loans. The income received from participation in syndicated loans in FY2004,
FY2005 and FY2006 were not significant, and are set out as follows:

FY2004: US$12,000 (representing 0.08% of the total income for that year)

FY2005: US$10,000 (representing 0.05% of the total income for that year)

FY2006: US$8,000 (representing 0.04% of the total income for that year)
65
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


In this regard, the reference to the line item “Interest income – participation in syndicated loans” in Note 7
to the audited consolidated financial statements of our Company for FY2006 (on page C-24 of this
Prospectus) should be construed as interest income derived from our Company’s participation in the two
bridging loans provided by our Company to Harmonic Shipping S.A. (in respect of US0.2million)andSunriseShippingS.A.(inrespectofUS0.1 million) and a syndicated loan to Evergreen Marine (UK)
Limited, formerly known as Hatsu Marine Limited (in respect of which our Company’s income from
participation was US$8,000). As at the Latest Practicable Date, the syndicated loan to Evergreen Marine
(UK) Limited has been repaid in full.
Our income from structured finance includes (a) arrangement fee; (b) brokerage fee; and (c) agency fee.
(2)
Alternative Assets investment/management
(i)
Ship investment/management
Our ship investment activities comprise mainly direct and indirect ship investments. Our ship management
activities comprise mainly the arrangement and administration of ships/ship investments held by us
and/or third-parties. Our income from ship investment/management accounted for 64.8%, 49.3% and
56.6% of our total income in FY2004, FY2005 and FY2006, respectively.
Our indirect ship investments include investments made in funds such as the Searex Series I Fund and
the Searex Series II Fund in FY2004. We also act as the administrator and agent of the Searex Series I
Fund and the Searex Series II Fund responsible for managing and arranging debt finance for the funds.
Our income from ship investment/management activities include (a) arrangement fee for arranging
financing for our ship investments made in partnership with other investors as well as, if any, ship
investments by us in principal; (b) administration fee and incentive fee; (c) project management fee; (d)
agency fee; (e) ship charter brokerage fee; and (f) investment returns from our direct investments and our
investments made through investment funds, including fair value adjustments on the Performance Notes
as well as the vessels in which we may have an investment.
(ii)
Distressed assets investment/management
Our distressed assets investment/management activities comprise mainly the investment in and disposal
of distressed assets in Asia (excluding Japan) and/or administration of distressed assets held by us
and/or directly by third-parties. Our income from distressed assets investment/management accounted for
15.8%, 5.6% and 6.0% of our total income in FY2004, FY2005 and FY2006, respectively.
Our income from distressed assets investment/management activities include fees for the provision of
agency, advisory and administration services, incentive fees and investment returns from the recovery of
investments in NPLs including fair value adjustments on the Performance Notes.
(iii)
Property investment/management 
Our property investment in Japan is held through Capital Advisers. Capital Advisers was our wholly-
owned subsidiary before it became our associated company in May 2003 when Capital Advisers raised
new equity capital from a number of independent third-party investors. Prior to May 2003, property
income from Capital Advisers was consolidated in our consolidated financial statements. From May 2003,
equity accounting was applied on property income from Capital Advisers after Capital Advisers became
our associated company.
In 2004, we held a 5.3% interest in AP Real Estate Ltd. (“AP”) and a 10% interest in RS Property
Investment (“RS”). AP and RS are principally engaged in the investment and management of properties
in Japan. As at 31 December 2006, we held Performance Notes of Yen 10,000 (or approximately US$84)
in AP and we no longer have any interest in RS.
66
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


Factors affecting our income
The key factors affecting our income include the following:
(a)
the performance of the shipping industry;
(b)
the opportunities in the real estate market in the PRC and other parts of Asia;
(c)
the opportunities available in the distressed assets markets in Asia;
(d)
the fair value of our investments;
(e)
the macroeconomic policies of countries in Asia such as the PRC and Japan; and
(f)
the economic environment in Asia.
Income recognition
Our arrangement fees are recognised on delivery of the asset and upon completion of the transaction
when all obligations associated with the transaction are completed and when the amount of income can
be measured reliably.
Our agency fees and commissions are recognised when pre-agreed duties and functions of acting as an
agent have been rendered.
Our project management fees are recognised on an accrual basis.
Our administration fee, agency fee and incentive fee from distressed loans are recognised as they
crystallise according to the pre-agreed terms of contract.
Our interest income is recognised on a time-proportion basis using the effective yield basis.
Fair value adjustments on financial assets through profit or loss
Our financial statements are prepared in conformity with the International Financial Reporting Standards
(“IFRS”). Pursuant to the IFRS, certain financial assets are measured at their fair values. Performance
Notes are investments with income and maturity values which fluctuate based on the distributions
received from underlying assets, which are generally investments in property development companies,
defaulted loans or shipping companies. Fair values of Performance Notes are determined by our interest
in the fair values of each scheme’s underlying assets. Gains and losses arising from changes in the fair
value of all securities are recognised in the consolidated income statement as they arise. We recognised
a net gain on fair value adjustments on Performance Notes and other investments of US1.4million,US1.8 million and US$3.3 million in FY2004, FY2005 and FY2006, respectively.
Employee benefits expense
Our employee benefits expense includes salaries (including Director’s remuneration), pension costs for
defined contribution plans, staff residencies cost and other welfare cost and allowances. Employee
benefits expense accounted for 75.5%, 61.6% and 64.1% of our total operating expenses in FY2004,
FY2005 and FY2006, respectively.
Depreciation expense
Our depreciation expense include depreciation expense for leasehold improvements, depreciation
expense for office equipment, depreciation expense for furniture and fixtures and depreciation expense
for motor vehicles. Depreciation expense accounted for 1.1%, 1.2% and 2.9% of our total operating
expenses in FY2004, FY2005 and FY2006, respectively.
67
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


Other expenses
Our other expenses include rental expenses under operating leases for office premises, auditors’
remuneration, travelling and entertainment expense, net foreign exchange loss, professional services fees
and miscellaneous expenses. Other expenses accounted for 27.0%, 37.3% and 32.8% of our total
operating expenses in FY2004, FY2005 and FY2006, respectively.
Operating profit margin
Our operating profit margins for FY2004, FY2005 and FY2006 are 54.5%, 51.3% and 51.3%,
respectively.
Finance cost
Our finance cost comprise of interest expense to financial institutions (non-related companies) being
mainly interest on our bank loans and overdrafts.
Share of profit from associates after tax
Our Group’s share of profit from associates after tax represents our Group’s share of profit in Capital
Advisers and Uni-Ships and Management Limited, and it amounted to US$0.1 million, US0.6millionandUS1.9 million for FY2004, FY2005 and FY2006, respectively.
Our Group’s share of profit from associates after tax increased to US1.9millioninFY2006fromUS0.6
million in FY2005 mainly due to an increase in profit of Capital Advisers in FY2006. Capital Advisers
realised a gain on disposal of its investment in three hotels in FY2006.
Capital Advisers was our wholly-owned subsidiary prior to 2 May 2003 and became our associated
company on 2 May 2003. We currently hold an equity interest of 44.8% in Capital Advisers. Uni-Ships and
Management Limited became our associated company on 25 January 2005 and we maintain an equity
interest of 30.0% of Uni-Ships and Management Limited.
As at 31 December 2006, Capital Advisers invested in and acted as the asset manager of eleven hotels
in Japan. The size of assets under management by Capital Advisers as at the end of FY2006 was Yen
58.5 billion (or approximately US$491.9 million).
Taxation
Our tax on profits has been calculated at rates of taxation prevailing in the jurisdictions in which our
Group operates. As at the Latest Practicable Date, the prevailing corporate tax rates for the various
jurisdictions in which our Group operates are as follows: 17.5% for Hong Kong, 18% for Singapore, 33%
for the PRC and 40.65% for Japan.
Our Company was incorporated in the Cayman Islands as an exempted company with limited liability
under the Cayman Companies Law and, accordingly, is exempted from payment of Cayman Islands
income tax. Apart from Uni-Asia Services and Agency Limited which was incorporated in Hong Kong, our
Company’s other subsidiaries were incorporated in Singapore, Hong Kong, the PRC, British Virgin Islands
and Japan. Offshore Property Investment Corporation, a wholly-owned subsidiary of the Company, was
incorporated in the British Virgin Islands under the International Business Companies Act of the British
Virgin Islands and was subsequently reregistered under the BVI Business Companies Act, and is
accordingly exempted from payment of the British Virgin Islands income tax.
Our Company conducts our business mainly in Asia and we have accumulated tax losses of
approximately US$6.7 million from Hong Kong as at the end of FY2006. These tax losses will be carried
forward against our future profits which are taxable in Hong Kong.
No deferred income tax asset has been recognised by us in respect of these un-utilised tax losses during
FY2004, FY2005 and FY2006. Deferred income tax assets are recognised for tax losses carried forward
only to the extent that the realisation of the related tax benefit through the future taxable profits is
probable in future, in accordance with our accounting policy.
68
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


REVIEW OF RESULTS OF OPERATIONS
The following tables show income by the business segment and geographical segment for each of the
periods under review:
Income by Business Segment
FY2004
FY2005
FY2006
US$’000
%
US$’000
%
US$’000
%
(i)
Structured finance income 
2,669
18.0
7,165
39.2
5,994
30.8
(ii)
Ship investment/management income
9,594
64.8
8,997
49.3
11,013
56.6
(iii)
Distressed assets investment/management 
income 
2,336
15.8
1,019
5.6
1,177
6.0
(iv)
Property investment/management income
(99)
(0.6)
186
1.0
53
0.3
Unallocated
299
2.0
900
4.9
1,233
6.3
Total income
14,799
100.0
18,267
100.0
19,470
100.0
Unallocated income represents interest income from cash and cash equivalents.
Income by Geographical Segment
FY2004
FY2005
FY2006
US$’000
%
US$’000
%
US$’000
%
Income
Global (indeterminate location)(1)
8,353
56.5
8,918
48.8
8,896
45.7
Asia (excluding Japan)(2)
6,156
41.6
3,052
16.7
6,823
35.1
Japan(3)
(9)
(0.1)
5,397
29.6
2,518
12.9
Unallocated(4)
299
2.0
900
4.9
1,233
6.3
Total
14,799
100.0
18,267
100.0
19,470
100.0
Notes:
(1)
The global segment represents (a) income derived from our investment in ship investment funds, which do not have a fixed
geographical location; (b) income from activities including ship finance arrangement and management for special purpose
companies holding vessels, which have no fixed geographical location; and (c) structured finance income from our European
client in the case of FY2004.
(2)
The Asia (excluding Japan) segment represents activities with assets or customers located in Taiwan, Indonesia, the PRC
and Korea, which includes structured finance, shipping finance/investment/management and distressed assets investments.
(3)
The Japan segment represents income from activities (including structured finance arrangement) with assets or customers
located in Japan.
(4)
Income from the unallocated segment represents interest income from our cash and cash equivalents held by our head office
in Hong Kong and our subsidiary in Singapore.
69
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


FY2005 vs FY2004
Income
Our income in FY2005 increased by 23.4% from US14.8millioninFY2004toUS18.3 million in
FY2005 mainly due to an increase in income from structured finance by US4.5millionandanincreaseininterestincomefromcashandcashequivalentsofUS0.6 million, offset by a decrease in distressed
assets income of US$1.3 million.
Structured finance 
Our income from structured finance increased by 168.5% from US$2.7 million in FY2004 to US7.2millioninFY2005mainlyduetoanincreaseinthevalueofsyndicatedloansarrangedinFY2005.Wearranged12syndicatedloansandshipcharterarrangementtransactionstotallingapproximatelyUS930.2 million and generating US7.1millioninarrangement,brokerageandagencyfeesinFY2005,ascomparedtofivesyndicatedloansandtaxleasestotallingapproximatelyUS417.3 million and
generating US2.6millioninarrangementandagencyfeesinFY2004.Shipinvestment/managementOurincomefromshipinvestment/managementinFY2005wasUS9.0 million compared to US9.6millioninFY2004.Ourincomefromshipinvestment/managementinFY2005includefeeincomecomprisingarrangementfeesandagencyfeesofUS1.0 million, administration fees and incentive fees of US2.5millionprimarilyduetothehigherlevelofadministrationfeesreceivedasaresultofthelaunchoftheSearexSeriesIandSeriesIIFunds,projectmanagementfeesofUS0.8 million, as well as investment returns comprising
interest on Performance Notes of US2.5millionandfairvalueadjustmentonPerformanceNotesofUS2.4 million.
Our income from ship investment/management in FY2004 include fee income comprising arrangement
fees and agency fees of US1.3million,administrationfeesandincentivefeesofUS1.4 million,
investment returns comprising interest on ship investments and Performance Notes of US2.5millionandUS2.6 million respectively, fair value adjustment on Performance Notes of US1.6millionandothersofUS0.2 million.
A second shipping fund Searex Series II Fund with an asset size of approximately US100millionwassuccessfullylaunchedinDecember2004.ThisfundcontributedatotalUS0.4 million fee income and
investment return to us in FY2005. During the year, the Searex Series I Fund sold a small handy size
bulk carrier, Ocean Time, in FY2005.
As at 31 December 2005, our total ship investments through equity shares and Performance Notes
amounted to US3.7millionandUS9.7 million respectively.
Distressed assets investment/management
Our income from distressed assets investment/management decreased by 56.4% from US2.3millioninFY2004toUS1.0 million in FY2005.
The decrease in income was mainly due to the full recovery in FY2004 of one distressed asset which we
directly invested in which contributed US1.9millionofincomeinFY2004.Werecordedfeeincomecomprisingagency,advisory,administrationandincentivefeesofUS0.3 million and investment return
comprising return on Performance Notes of US$0.1 million in FY2004 from AAA Series I Fund and AAA
Series II Fund.
70
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


We recorded fee income comprising agency, advisory, administration and incentive fees of US$0.7 million
and investment return comprising return on Performance Notes of US0.3millioninFY2005fromAAASeriesIFundandAAASeriesIIFunds.Asat31December2005,thenominalvalueofthePerformanceNotesoutstandingonthebalancesheetsofAAASeriesIFundandAAASeriesIIFundwasUS5.3
million (2004: US5.6million)ofwhichourshareofinterestwasUS1.7 million (2004: US1.8million).Propertyinvestment/managementWerecordedinterestreturnonPerformanceNotesissuedbyAPandRSofUS0.1 million and fair
valuation gain from our investments in AP and RS of US0.1million.Asat31December2005,weheldPerformanceNotesonAPandRSofYen10,000(orapproximatelyUS84) and Yen 23.2 million (or approximately US$0.2 million) respectively.
Operating expenses
Our operating expenses increased by 32.2% from US$6.7 million in FY2004 to US8.9millioninFY2005mainlyduetoanincreaseinrentalofUS0.2 million following the relocation of our office in Hong Kong,
an increase in employee benefits expense of US0.4millionduetoanincreaseinourheadcountandsalaryadjustments,anincreaseinprofessionalfeesofUS0.5 million and an increase in net foreign
exchange loss of US$0.4 million arising from translation losses mainly from our investments in Japan.
Operating profit and operating profit margin
Our operating profit increased by 16.1% from US$8.1 million in FY2004 to US$9.4 million in FY2005. Our
operating profit margin decreased slightly from 54.5% in FY2004 to 51.3% in FY2005. The decrease in
our operating profit margin is mainly due to the increase in our operating expenses relating to an increase
in professional fees by US$0.5 million and office rental expenses by US0.2million.TaxationOurtaxexpenseincreasedfromUS0.2 million in FY2004 to US$0.5 million in FY2005 mainly due to
higher taxable income recorded in FY2005.
Profit for the year
Based on the foregoing, our profit for the year increased by 18.9% from US$7.9 million in FY2004 to
US$9.4 million in FY2005 mainly due to an increase in structured finance income in FY2005.
FY2006 vs FY2005
Income
Our income increased by 6.6% from US$18.3 million in FY2005 to US19.5millioninFY2006dueprimarilytoaUS2.0 million increase in income from ship investment/management, a US0.2millionincreaseinincomefromourdistressedassetsinvestment/managementactivitiesandaUS0.3 million
increase in interest income, offset by a US1.2milliondecreaseinincomefromstructuredfinanceandaUS0.1 million decrease in income from property investment/management.
Structured finance 
Our income from structured finance decreased by 16.3% from US7.2millioninFY2005toUS6.0
million in FY2006 mainly due to a decrease in the number and total volume of syndicated transactions
arranged in FY2006.
We arranged six syndicated loans and ship charter arrangement transactions totalling approximately
US459.9millionandgeneratingUS6.0 million in arrangement, brokerage and agency fees in FY2006
as compared to 12 syndicated loans and ship charter arrangement transactions totalling approximately
US930.2millionandgeneratingUS7.1 million in arrangement, brokerage and agency fees in FY2005.
71
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


Ship investment/management 
Our income from ship investment/management in FY2006 totalled US11.0millionascomparedtoUS9.0 million in FY2005. This increase of US2.0millionwasmainlydueto(a)increaseofUS1.8
million in investment return in respect of our Performance Notes in Searex I; and (b) an increase of
US1.3millioninthefairvaluationgainduetotheimprovementoftheshippingmarket,offsetbyareductionofapproximatelyUS1.0 million in fee income derived from ship investment/management.
Our income from ship investment/management in FY2006 include fee income comprising arrangement
and agency fees of US1.4million,administrationfeesandincentivefeesofUS1.9 million, as well as
investment returns comprising interest in Performance Notes of US4.3million,fairvalueadjustmentonPerformanceNotesofUS1.2 million and fair value adjustments on ship investments of US1.9million.Asat31December2006,ourtotalshipinvestmentsthroughequitysharesandPerformanceNotesamountedtoUS8.3 million and US$9.7 million respectively.
Distressed assets investment/management 
Our income from distressed assets investment/management increased by 15.5% from US$1.0 million in
FY2005 to US1.2millioninFY2006.InFY2006,werecordedfeeincomecomprisingagency,advisory,administrationandincentivefeesofUS0.7 million and investment return comprising return on Performance Notes of US0.4millionandfairvalueadjustmentonperformancenotesfromAAASeriesIandSeriesIIFundsofUS0.1 million. AAA
Series I Fund expired in FY2006. As at 31 December 2006, the aggregate nominal value of the
Performance Notes outstanding on the balance sheet of AAA Series II Fund totalled US2.7million(theaggregatenominalvalueofthePerformanceNotesoutstandingonthebalancesheetsofAAASeriesIandIIFundstotalledUS5.3 million as at 31 December 2005) of which our share of interest was US0.9million(ourshareofinterestofAAASeriesIandSeriesIIFundstotalledUS1.7 million as at 31
December 2005). Drawdown of AAA Series II Performance Notes took place on 21 December 2006 and
AAA Series I Performance Notes were fully redeemed on 22 December 2006.
Property investment/management 
We recorded fair value adjustment on our investment in Performance Notes in RS of approximately
US50,000inFY2006.ThesePerformanceNotesonRSwerefullyredeemedinMarch2006.Asat31December2006,weheldPerformanceNotesonAPofYen10,000(orapproximatelyUS84).
Operating expenses 
Our operating expenses increased by 6.6% from US8.9millioninFY2005toUS9.5 million in FY2006
due primarily to an increase in our rental expenses of US0.2millionfollowingtherelocationofourofficeinHongKong,SingaporeandJapanandanincreaseofUS0.6 million in employee benefits expense
due to an increase in our headcount and salary adjustments. There was a reduction of foreign exchange
loss of US$0.3 million in FY2006 as compared to FY2005.
Operating profit and operating profit margin
Our operating profit increased by 6.6% from US$9.4 million in FY2005 to US$10.0 million in FY2006. Our
operating profit margin remained consistent at 51.3% for FY2005 and FY2006.
Taxation
Our tax expense was US$0.4 million in FY2006 as compared to US$0.5 million in FY2005. Our tax
expense in FY2006 was mainly attributable to taxable income earned in Singapore and an increase in
deferred tax liability provision made in relation to the withholding tax of 20% that had been withheld in
accordance with Japanese tax laws, in respect of the profits arising from our Company’s investment in
Capital Advisers.
72
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


Profit for the Year
Our profit for the year increased by 21.1% from US$9.4 million in FY2005 to US11.4millioninFY2006basedontheforegoingandduepartlytoaUS1.3 million increase in our share of profit from Capital
Advisers, our associated company.
REVIEW OF FINANCIAL POSITION
Non-current assets
As at 31 December 2006, our non-current assets amounted to US34.8million,comprisingUS0.7
million in property, plant and equipment, US2.5millioninloansreceivable,US3.9 million in deposit for
the acquisition of a vessel, US19.2millionininvestmentsandUS8.5 million in investments in
associates.
Our investments of US19.2millioncomprisedmainlyUS9.7 million in Performance Notes of unlisted
shipping companies, US8.3millioninsharesofshippingcompaniesengagedinshipinvestmentandmanagementandUS1.0 million in unlisted Performance Notes of distressed debt.
Our investments in associates of US8.5millioncomprisemainlyofourinvestmentinCapitalAdvisers.OurloansreceivablesofUS2.5 million refers to the bridging loan granted to Sunrise Shipping S.A. The
interest rate payable on this bridging loan is 6% per annum. As at the Latest Practicable Date, the
bridging loan remains payable and will mature on 11 September 2011.
Current assets 
As at 31 December 2006, our current assets amounted to US32.8million,comprisingUS3.1 million of
loans receivables, US0.4millionofrentalandutilitydepositspaid,US5.1 million of deposits pledged as
collateral, US1.5millionofaccountsreceivable,US0.2 million of prepaid expenses, US0.1milliontaxreceivable,approximatelyUS74,000 of interest receivable, US22.2millionofcashandbankbalances,approximatelyUS4,000 of amount due from associates and US0.16millionofderivativefinancialinstruments.OurloansreceivablesofUS3.0 million refers primarily to the bridging loan granted to Harmonic
Shipping S.A. The interest payable on this bridging loan was set as the rate of LIBOR + 2% per annum.
The bridging loan was fully repaid on 30 April 2007.
As shown in the Group’s balance sheet as at 31 December 2006, there is an amount of US5.1millionofdeposits.ThisamountispledgedascollateralforaJapaneseYendenominatedrevolvingbankloanfacilitiesusedforhedging.Non−CurrentLiabilitiesThisreferstoourdeferredtaxliabilitiesofUS0.6 million as at 31 December 2006.
Current Liabilities
As at 31 December 2006, our current liabilities amounted to US7.2million,comprisingUS4.2 million of
borrowings, US0.3millionofaccountspayable,US2.5 million of accrued expenses, tax payable of
approximately US63,000,amountduetoassociateofapproximatelyUS1,000 and US0.1millionofderivativefinancialinstruments.TheborrowingsofUS4.2 million is revolving on an annual basis and bears an interest rate of floating
Yen LIBOR and were secured against our cash deposits as at 31 December 2006. Our cash deposits as
at 31 December 2006 is US5.1million.EquityAsat31December2006,ourequitycomprisedanissuedsharecapitalofUS28.0 million, retained
earnings of US32.0millionandotherreservesofUS(0.2) million.
73
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


INDEBTEDNESS
Borrowings and collaterals
As at 31 December 2006, we had total outstanding borrowings amounting to US4.2million,whichrelatetoaloanofYen502.0million(orapproximatelyUS4.2 million). This loan is secured by a cash deposit of
US5.1million.Asat31December2006,ourmaterialcreditfacilitiesincludethefollowing:BorrowingsoutstandingasatBankandtypeofFacility31DecemberDurationofPurposeoffacilityamount2006thefacilitythefacilityInterestrateMizuhoCorporateUS5.0 million
Nil
Revolving loan
Working capital
0.5% per 
Bank, Ltd., Revolving
facility
annum over 
Loan Facility
Cost of Funds(1)
Mizuho Corporate
US$10.0 million
Nil
Up to 1 year
Hedging
– 
Bank, Ltd., Foreign
from 1 April
instruments 
Exchange Facility
2005, subject 
to automatic 
renewal
Hong Kong and
Yen 1,648
Yen 502.0
30 April 2007
Hedging
0.30% over 1,2, 
Shanghai Banking
million
million
to 1 April 2008
instruments
3 or 6 months 
Corporation,
(or approximately (or approximately
JPY LIBOR 
Revolving JPY Loan
US$13.8 million)
US4.2million)Note:(1)Actualcosttothebankoffundinganadvanceorothercreditutilisationoranysumdueunderthefacilitiesinthecurrencyofthesum.Thefollowingtablesummarisesourrepaymentobligationsinconnectionwithourbankborrowingsasat31December2006:AuditedAsat31December2006US’000
Payable:
- within one year
4,222
- after one year but within five years
–
Total borrowings
4,222
Contingent liabilities 
On 27 November 2006, our Group extended a performance guarantee to Xing Long Maritime S.A for the
amount of Yen 4.69 billion (or approximately US$39.5 million) for the due performance by Panmax under
the Shipsales Contract.
74
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES
Our operations have been funded through a combination of cash generated from our operating activities
and external cash reserves. The principal uses of these funds are to meet working capital requirements
and operating costs, and for capital expenditure, repayment of borrowings and investments. We anticipate
that cash generated from our operating and investing activities, together with our cash and cash
equivalents, will be sufficient to fund the operations of our business and meet our current working capital
requirements for the next 12 months.
The following table summarises our cash flow data in FY2004, FY2005 and FY2006:
US$’000
FY2004
FY2005
FY2006
Net cash generated from operating activities
2,928
2,659
1,146
Net cash flow generated from investing activities
15,618
5,245
114
Net cash used in financing activities 
(4,590)
(4,930)
(6,524)
Cash and cash equivalents at the end of the year
24,000
27,544
22,205
Operating activities
In FY2004, we recorded a profit before tax of US8.1million.Afteradjustingfornon−cashandnon−operationalitems(comprisingprimarilydepreciation,interestincomeandexpenses,resultsofassociates,netforeignexchangeloss,incomefromdefaultedloansandinvestmentreturns)ofUS9.2 million and
working capital changes of US3.7million,thecashgeneratedfromoperationswasUS2.6 million. We
received interest on bank balances of US0.3million.TheseresultedinnetcashgeneratedfromoperatingactivitiesofUS2.9 million in FY2004.
In FY2005, we recorded a profit before tax of US9.9million.Afteradjustingfornon−cashandnon−operationalitems(comprisingprimarilydepreciation,interestincomeandexpenses,resultsofassociates,netforeignexchangeloss,gainondisposaloffixedassetsandinvestmentreturns)ofUS6.0 million and
working capital changes of US2.2million,thecashgeneratedfromoperationswasUS1.7 million. We
received interest on bank balances of US0.9million.TheseresultedinnetcashgeneratedfromoperatingactivitiesofUS2.7 million in FY2005.
In FY2006, we recorded a profit before tax of US11.8million.Afteradjustingfornon−cashandnon−operationalitems(comprisingprimarilydepreciation,interestincomeandexpenses,resultsofassociates,netforeignexchangeloss,lossondisposaloffixedassetsandinvestmentreturns)ofUS10.9 million
and working capital changes of US0.4million,thecashgeneratedfromoperationswasUS0.4 million.
We received interest on bank balances of US1.2millionandpaidincometaxofUS0.5 million. These
resulted in net cash generated from operating activities of US1.1millioninFY2006.InFY2004,theworkingcapitalinflowsweremainlytheresultofadecreaseinaccountsreceivableofUS0.6 million, an increase in accounts payable of US1.9millionandanincreaseinaccruedexpensesofUS1.3 million.
In FY2005, the working capital outflows were mainly the result of an increase in rental and utility deposits
paid of US0.2million,anincreaseinaccountsreceivableofUS0.2 million and a decrease in accounts
payable of US2.0million.InFY2006,theworkingcapitaloutflowsweremainlytheresultofanincreaseinaccountsreceivableofUS1.1 million and offset by an increase in accrued expenses of US$0.4 million.
75
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


Investing activities
Net cash generated from investing activities was US$15.6 million in FY2004 mainly due to proceeds from
sale of investments in EuroAsia III, Inc, and AP Real Estate Ltd. of US2.6million,dividendreceivedfrominvestmentsinEuroAsiaIII,Inc,andSearexSeriesIFundofUS2.9 million, repayment of principal and
interest from loans to Capital Advisers of US4.9million,loansrepaymentfromHatsuMarineandSearexSeriesIFundofUS2.0 million, sale of default loans of US1.6million,reductionofUS4.6 million in
deposits pledged as collateral in respect of a Japanese Yen borrowing in respect of our investment in
Capital Advisers, following the partial repayment of such Japanese Yen borrowing, interests received on
Performance Notes of US2.7millionfromAAASeriesIandSeriesIIFundsandSearexIFundandproceedsfromsettlementofforeignexchangecontractsofUS10.3 million for AAA Series I and Series II
Funds. This was partially offset by cash used for the purchase of investments in AAA Series I and Series
II Funds and Searex Series I Fund of US4.6million,andloansadvancedtoEverUnionLtd.(which,attherelevanttime,wasaninvesteecompanyundertheSearexSeriesIIFund)ofUS1.1 million and
purchase of foreign exchange contracts of US10.3million.NetcashusedininvestingactivitieswasUS5.3 million in FY2005 mainly due to the purchase of
investments in AAA Series I and II Funds, Searex Series I and II Funds, Falcon Containership S.A.,
Fortitude Containership S.A., Union Containership S.A. and Harmonic Shipping S.A., of US9.8millionandpurchaseofforeignexchangecontractsofUS25.4 million. This was partially offset by proceeds from
sale of investments in AAA Series I and Series II Funds, Searex Series I and Series II Funds, Euroasia II,
Glad Mate Ltd, RS Property Investment and AP Real Estate Ltd of US2.9million,repaymentofprincipalandinterestfromloanstoassociateofUS4.1 million, loan repayment of US1.2millionextendedtoHatsuMarineandEverUnionLtd.,decreaseindepositspledgedascollateralofUS2.5 million, interests
received on Performance Notes of US4.4millionfromSearexIFund,AAASeriesIandIIFundsandCapitalAdvisersandsettlementofforeignexchangecontractsofUS25.5 million.
Net cash generated from investing activities was US0.1millioninFY2006mainlyduetoproceedsfromredemptionofPerformanceNotesofAAASeriesIandSeriesIIFundsandSearexSeriesIandSeriesIIFundsofUS3.8 million, repayment of principal and interest from loans to associate of US0.8million,repaymentofaloanextendedtoHarmonicShippingS.A.,SunriseShippingS.A.andHatsuMarineofUS11.5 million, interest received on Performance Notes of US4.7millionfromAAASeriesIandSeriesIIFundsandSearexSeriesIandSeriesIIFundsandareductionofUS5.0 million in deposits pledged
as collateral in respect of a Japanese Yen borrowing in respect of our investment in Capital Advisers,
following the partial repayment of such Japanese Yen borrowing. This was partially offset by cash used for
purchase of Performance Notes of AAA Series I Fund and Searex Series II Fund of US1.5million,paymentofshareholdersloanofUS2.8 million to Harmonic Shipping S.A. and Sunrise Shipping S.A.,
loans advanced to Harmonic Shipping S.A. and Sunrise Shipping S.A of US16.9million,depositpaidforpurchaseofavesselofapproximatelyUS3.9 million from Xing Long, and purchase of fixed assets of
US0.8million.FinancingactivitiesNetcashusedinfinancingactivitieswasUS4.6 million in FY2004. This was mainly due to interest paid
on bank borrowings of US0.1million,repaymentofbankborrowingsofUS4.8 million and dividend paid
to shareholders of US0.8million.ThiswaspartiallyoffsetbynewbankborrowingsofUS1.1 million.
Net cash used in financing activities was US4.9millioninFY2005mainlyduetointerestpaidonborrowingsofUS0.1 million, repayment of borrowings of US3.5millionanddividendpaymentofUS1.4 million.
Net cash used in financing activities was US6.5millioninFY2006mainlyduetointerestpaidonborrowingsofUS0.1 million, repayment of bank borrowings of US7.0millionanddividendpaymentofUS1.4 million. The cash outflows, including a cash outflow of US0.2millionfrominterimexpensesincurredinrespectoftheInvitation,werepartiallyoffsetbycashinflowfromnewbankborrowingsofUS2.2 million.
76
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


CAPITAL EXPENDITURE, INVESTMENTS, DIVESTMENTS AND COMMITMENTS
Capital Expenditure
Our capital expenditure for the past three financial years from FY2004 to FY2006, and for the period from
1 January 2007 up to the Latest Practicable Date, are as follows:
From
1 January 2007
up to the Latest 
US$’000
FY2004
FY2005
FY2006
Practicable Date
Leasehold improvements
49
2
666
–
Office equipment
58
38
55
89
Furniture and fixtures
–
–
117
1
Motor vehicles
–
93
0
0
Total
107
133
838
90
Our material investments and divestments for the past three financial years from FY2004 to FY2006, and
for the period from 1 January 2007 up to the Latest Practicable Date, are as follows:
Investments and Divestments 
From
1 January 2007
up to the Latest 
US$’000
FY2004
FY2005
FY2006
Practicable Date
Investment 
AAA Strategic Investment
-
Series II
1,467
285
140
–
EuroAsia II
50
–
–
–
EuroAsia III
109
–
–
Searex Assets Management Limited
-
Series I
5,000
706
–
–
-
Series II
–
4,500
1,435
–
Glad Mate
1,000
–
–
–
Container Vessel Fund
–
1,926
–
214
Harmonic Shipping S.A.
–
2,100
65
3,230
Sunrise Shipping S.A.
–
–
2,700
–
Uni-Ships and Management Limited
–
39
–
–
Rich Containership S.A.
–
–
–
1,000
Matin Shipping Limited 
–
–
–
1,203
Akebono Capital Limited 
–
–
–
2,800
Total
7,626
9,556
4,340
8,447
77
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


From
1 January 2007
up to the Latest 
US$’000
FY2004
FY2005
FY2006
Practicable Date
Divestments
AAA Strategic Investment
-
Series I
320
151
28
–
-
Series II
311
150
967
–
EuroAsia II
113
113
75
259
EuroAsia III
500
–
–
–
Searex Assets Management Limited
-
Series I
2,353
530
1,382
–
-
Series II
–
–
1,272
4,663
Ocean Target Limited
1,130
–
–
–
Ocean Time Limited
928
–
–
–
South China International Leasing Co Ltd
366
–
–
–
Glad Mate Ltd
–
1,249
–
–
RS Property Investment
–
185
105
–
AP Real Estate Ltd.
284
262
–
–
Harmonic Shipping S.A.
–
–
–
5,391
Other Investments
61
–
–
–
Total
6,366
2,640
3,829
10,313
Capital Commitments
We do not have any material capital commitments as at the Latest Practicable Date.
The following table summarises our proposed investments as at the Latest Practicable Date:
US$’000
Investments
Shipping funds and investments
12,200
Investment in vessels
- Investment in container vessels
5,000
17,200
Our planned capital expenditure for FY2007 will be financed from internal sources. Please refer to the
section entitled “General Information on our Group – Business Strategy and Future Plans” for further
details.
Lease Commitments
Our lease commitments comprise rent payable by our Group for the leased properties disclosed in the
section entitled “General Information on our Group – Properties”. As at the Latest Practicable Date, we
have the following lease commitments in respect of our properties:
US$’000
Within one year
1,176
Later than one year and not later than five years
647
Total
1,823
78
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


FOREIGN EXCHANGE EXPOSURE
Our foreign exchange exposures give rise to market risk associated with exchange rate movements
against the US$, our functional and reporting currency.
As a result of our global operations, we conduct our business in various foreign currencies, principally
US,HK, SandYen.OurincomeisdenominatedmainlyinUS while our operating expenses are
mainly denominated in HK,US, SandYen.OurinvestmentsaremainlydenominatedinUS and Yen
and our cash and cash equivalents are mainly denominated in US.Ourforeignexchangeriskarisesmainlyfromacurrencymismatchbetweenourincomeandexpenses.Totheextentthatourincomeandexpensesarenotnaturallymatchedinthesamecurrencyandtotheextentthattherearetimingdifferencesinthecollectionsandpayments,wemaybesusceptibletoforeignexchangeexposure.Ournetforeignexchangelossesareasfollows:FY2004FY2005FY2006Netforeignexchangeloss(US’000)
20
453
180
As a % of our Group’s profit before tax (%)
0.2
4.6
1.5
Our income is mainly denominated in US$ in FY2004, FY2005 and FY2006. Our operating expenses
denominated in the various currencies for the last three financial years from FY2004 to FY2006 are as
follows:
As a percentage of operating expenses (%)
FY2004
FY2005
FY2006
HK$
44.1
47.3
48.6
US32.326.833.8Yen10.015.16.0S
13.1
9.9
11.0
Others
0.5
0.9
0.6
Total
100.0
100.0
100.0
During the past three financial years, we have had no significant exposure to foreign currency risk from
our investments. Our exposure to foreign exchange was mainly due to fluctuations between Yen and USinvestmentsinJapan,includingourinvestmentinCapitalAdvisers,aswellasouroperationsinJapanandSingaporewhereouroperatingexpensesaremainlydenominatedinYenandS.
We seek to minimise our exposure to foreign currency movements on certain significant Yen denominated
assets by borrowing a comparable amount of Yen. Our borrowings as at 31 December 2004, 2005 and
2006 amounted to Yen 1.2 billion, Yen 1.1 billion and Yen 0.5 billion respectively (or approximately
US11.6million,US9.3 million and US$4.2 million respectively), hedging against Yen denominated
equity investments in, and shareholder’s loans extended to, Capital Advisers of Yen 1.2 billion, Yen 0.84
billion and Yen 1.0 billion as at 31 December 2004, 2005 and 2006 respectively (or approximately
US$11.6 million, US7.1millionandUS8.4 million respectively).
79
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


Moving forward, our Company intends to hedge all ship investments that are not denominated in US$. All
future hedging transactions would be subject to an approval process, including the review of our
Company’s terms by our Management Committee as stated in our Company’s standard operating
procedure (“SOP”) for investments, which sets out certain requirements in respect of such derivatives
transactions:
(a)
A back-to-back guarantee for the forward contract should be arranged with the bank and the
relevant SPC;
(b)
For each forward contract provided to an SPC, the forward contract should be completed within a
maximum period of 6 months;
(c)
For each forward contract entered into by our Company on behalf of the SPC, the contract amount
should not exceed a maximum amount of US$10 million, and the total value of forward contracts
entered into by our Company on behalf of our SPCs should not, at any time, exceed the maximum
amount of US$20 million in aggregate;
(d)
A certain margin on the contract amount should be charged by our Company to that SPC for
providing the financial arrangement;
(e)
The purpose of entering into foreign exchange contracts is limited for hedging purposes only.
Foreign exchange contracts shall not be entered into for the purposes of speculation; and
(f)
The forward contract arrangement should be approved by one of our Executive Directors and our
Company’s head of our finance department, provided that no outstanding contract is expected at
year end.
If one or more of the above criteria is not met, our Company may seek the approval of our Executive
Directors by consulting the Review Committee (in accordance with the procedure as discussed under the
section entitled “Internal Investment Approval Process” on page 125 of this Prospectus). We intend to
minimise our exposure to foreign currency movements on Yen denominated transactions by entering into
forward foreign exchange contracts. As at the end of FY2004 and FY2005, we had no outstanding foreign
exchange contracts. As at the end of 2006, there was a Yen 1 billion (or approximately US$8.6 million)
USforwardcontractoutstandingwhichwasguaranteedbyaback−to−backarrangementwithashippingSPCfortheequivalentamountinYenuponmaturityofthatcontract.Movingforward,wemayenterintosimilararrangementstohedgefuturetransactionsonbehalfofourshippingSPCs.AsattheLatestPracticableDate,wehadnooutstandingforeignexchangecontracts.Theforeignexchangegain/(losses)onYenborrowingsinFY2004,FY2005andFY2006thatwereoffsetagainstexchangemovementsonthenetinvestmentinCapitalAdviserswereUS262,000, US(879,000)andUS(61,000), respectively.
In FY2006, we continued to undertake the net investment hedge against our investment in Capital
Advisers. We continue to monitor the level of hedging amounts on an ongoing basis.
CRITICAL ACCOUNTING POLICIES
Our consolidated financial information has been prepared in accordance with IFRS, which requires us to
make judgments, estimates and assumptions that affect (1) the reported amounts of our assets and
liabilities; (2) the disclosure of our contingent assets and liabilities at the end of each fiscal period; and (3)
the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these
estimates based on our own historical experience, knowledge and assessment of current business and
other conditions, our expectations regarding the future based on available information and reasonable
assumptions, which together form our basis for making judgments about matters that are not readily
apparent from other sources.
Since the use of estimates is an integral component of the financial
reporting process, our actual results could differ from those estimates. Some of our accounting policies
require a higher degree of judgment than others in their application.
80
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


When reviewing our financial statements, investors should consider (1) our selection of critical accounting
policies; (2) the judgment and other uncertainties affecting the application of those policies; and (3) the
sensitivity of reported results to changes in conditions and assumptions.
We believe the following
accounting policies involve the most significant judgment and estimates used in the preparation of our
financial statements.
Financial Assets
We classify our financial assets in the following categories: (a) at fair value through profit or loss; and (b)
loans and receivables. The classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of our assets at initial recognition and re-evaluates
this designation at every reporting date.
(a)
Financial assets at fair value through profit or loss
This category has two sub-categories: ‘financial assets held for trading’ and those designated at fair
value through profit and loss at inception. A financial asset is classified in this category if acquired
principally for the purpose of selling in the short term or if so designated by management.
Derivatives are also categorised as ‘held for trading’ unless they are designated as hedges. Assets
in this category are classified as current assets if they are either held for trading or are expected to
be realised within 12 months of the balance sheet date.
(b)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. These are included in current assets, except for maturities
greater than 12 months after the balance sheet date. These are classified as non-current assets.
Loans are classified as “Loans Receivable” in the balance sheet.
Purchases and sales of investments are recognised at trade date – the date on which we commit to buy
or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial
assets not carried at fair value through profit or loss. In the income statement, investments are initially
recognised at fair value and transaction costs are expensed. Investments are derecognised when the
rights to receive cash flows from the investments have expired or have been transferred and we have
transferred substantially all the risks and rewards of ownership. Financial assets at fair value through
profit and loss are subsequently carried at fair value.
Fair values for unquoted securities are estimated by our relevant project team and approved by our
Executive Directors. In determining fair valuation, our project team makes use of market-based
information and fair valuation models such as discounted cash flow models. In many instances, our
project team also relies on financial data of investees and on estimates provided by the management of
the investee companies as to the effect of future developments.
Performance Notes are investments with income and maturity values which fluctuate based on the
distributions received from underlying assets, which are generally investments in property development
companies, defaulted loans or shipping companies. Fair values of Performance Notes or other collective
investment schemes are determined by our Group’s interest in the fair values of each scheme’s
underlying assets. Gains and losses arising from changes in the fair value of all securities are recognised
in the consolidated income statement as they arise.
81
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


Fair valuation methodology
Following the admission of our Company to the Official List of the SGX-ST, we will adopt the following fair
valuation methodology for the three categories of investments by our Company:
(i)
Fair valuation on vessels:
Our investments into ships are conducted through our SPCs. There are two components to the fair
valuation exercise involved. There can be a valuation of the underlying vessel or there can be a valuation
on the SPC holding the vessel. The valuation of the underlying vessel would be conducted by an
independent valuer while the fair valuation of the SPC would be to recognise a fair valuation of the net
assets held by the SPC. We have adopted the following process for the internal approval of the fair
valuation of our vessels:
(1)
the valuation of the underlying vessel is first conducted by an independent professional appraiser
such as Marine-Net Co., Ltd.;
(2)
the valuation of the SPCs would be conducted by our relevant asset finance team responsible for
our investment in the relevant SPC. The asset finance team would propose a fair value that would
be submitted to our overall finance department (the “Finance Department”) for their review and
approval;
(3)
our Finance Department would review the fair value proposed by the relevant asset finance team. If
our Finance Department does not agree with the proposed fair value, they will discuss their
concerns with the relevant asset finance team and, if necessary, obtain a second valuation of the
underlying vessel or vessels from another independent professional appraiser. When the proposed
fair value is agreed between our Finance Department and the relevant asset finance team, the
proposed fair value would be submitted to the Audit Committee for their review and approval; and
(4)
the Audit Committee would review the fair value proposed by the Finance Department. If the Audit
Committee does not agree with the proposed fair value, they will discuss their concerns with our
Finance Department and, if necessary, obtain a further valuation of the underlying vessel or
vessels from another independent professional appraiser. The proposed fair valuation is adopted
only after the approval of the Audit Committee has been obtained.
Our fair valuation methodology is as follows: fair valuation exercise at the SPC level would include the
charter income or excess cash which have not been declared or paid to investors. According to IAS 39,
the financial asset that recorded in the balance sheet of an entity shall be measured at fair market value
(“FMV”) through profit or loss at each financial reporting date. Therefore, our Company’s investments in
investee companies that engaged in the business of vessel investments and vessel chartering shall be
measured at FMV at each financial reporting date in accordance with the methodology as described
below:

Using the method of equity pick up, the FMV measurement of investment in each investee
company is the aggregate of:
1)
FMV (See Note 1 below) of vessel owned by the investee company held by our Company;
and
2)
Net Asset Value (“NAV”) (See Note 2 below) of the investee company held by our Company.

Any gain or loss on FMV of investments in investee companies between the current and prior
financial reporting date shall be charged to the profit and loss account for the current financial
reporting period as fair market value gain or loss, provided however that the management
considers no pick-up of FMV gains on the vessel which is under construction. In any event, the
management will not pickup FMV gains on vessels under construction and FMV loss will be
charged to the profit and loss accounts where the vessel has been acquired but not delivered.
82
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS



Note 1:
The valuation report is prepared by the independent professional appraiser, currently
Marine-Net Co., Ltd. based on discounted cash flow models. Such valuation would be carried out
particularly in the case where the investee company accounts for its vessels at book cost or market
value.

Note 2:
NAV is determined based on the management account of the investee company as at
each financial reporting date.
(ii)
Fair valuation on distressed assets investments:
As our Company has no direct investments into NPLs, any fair valuations on NPLs would be done at
funds level. In the case of AAA Series I and II funds, AAA Strategic Investment Limited (“AAA”) would
conduct a fair valuation of its NPL investment portfolio at half yearly interval. With regards to its
methodology, AAA would combine the discounted future streams of projected cash recovery of its NPL,
and each NPL
’s future steam of projected cash recovery is in fact assessed independently. Since the
circumstance of each NPL varies, there is no standard benchmark for the discount rate to apply.
Determination of the appropriate discount rate to apply to each NPL
’s future cash flow is subjective and
will depend on the prevailing condition of that particular NPL. However subjective it may be, AAA has
been conservative in its application and mostly takes into consideration future cash recovery streams with
degree of certainty. AAA also applies discount rates as much as 40% to 50% to minimise any possible
over-estimation of the recoverable amount.
(iii)
Fair valuation on property investments:
Our investment in properties would be classified into investments with either long term or short to
medium term investment purposes. For long term investment projects (which are principally investment
assets with the intention to hold the property on a long-term investment purposes for at least three
years), our Company will adopt the net assets valuation methodology by discounting the expected
cashflow from the investment project. For short to medium term property projects (which are principally
investment assets for trading purposes and which are held for one to two years), a fair valuation may be
conducted by an external valuer.
General internal approval procedure
The internal approval process for making fair value adjustments involves the submission of each
department’s separate fair valuation for each reporting period to our Company’s Finance Department. In
evaluating the fair value adjustments proposed by each department, the Finance Department would
consider, among other things, whether it agrees with the assumptions as reported by each department.
The fair value adjustments approved by the Finance Department will be subject to the final approval of
our Company’s Audit Committee’s approval. If our Audit Committee disagrees with any of the proposed
fair valuation adjustments, our Audit Committee may require the Finance Department and/or the relevant
departments proposing the fair value adjustments, to re-evaluate the fair value adjustments.
Although our Directors use their best judgement in estimating the fair value of investments, there are
inherent limitations in any estimation techniques. Future confirming events will also affect the estimates of
fair value and the effect of such events on the estimates of fair value, including the ultimate liquidation of
investments, could be material to these consolidated financial statements.
83
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


SIGNIFICANT CHANGES IN ACCOUNTING POLICIES
In FY2004, FY2005 and FY2006, we prepared our financial statements in accordance with IFRS. The
new/revised IFRS became effective for financial periods beginning on or after 1 January 2005 and we had
earlier adopted the following standards in FY2004:

IAS 28 (revised 2003) ‘Investments in Associates’

IAS 31 (revised 2003) ‘Interests in Joint Ventures’

IAS 32 (revised 2003) ‘Financial Instruments: Disclosure and Presentation’

IAS 39 (revised 2003) ‘Financial Instruments: Recognition and Measurement’
In particular, the early adoption of these standards resulted in a change as to how we accounted for
certain investments. Previously we had equity accounted for certain investments which were classified as
our associates. Under the revised scope of IAS 28, these associates are required to be remeasured at
fair value through profit or loss.
Where applicable, the FY2003 comparative figures were amended to
take into account of the remeasurement of associates in accordance with the transitional provisions of the
revised standard.
In FY2005, we adopted all applicable new/revised standards under the IFRS. The adoption of these
new/revised standards resulted in some changes to the accounting policies of our Group. Please refer to
Appendix B – “Report on the Consolidated Financial Statements for the Year Ended 31 December 2005”
of this Prospectus for details of our Group’s accounting policies.
IAS 39 (Amendment) The Fair Value Option came into effect from 1 January 2006. This amendment
changes the definition of financial instruments classified at fair value through profit or loss and restricts
the ability to designate financial instruments as part for this category. We believe that this amendment
should not have a significant impact on the classification of financial instruments, as we should be able to
comply with the amended criteria for the designation of financial instruments at fair value through profit
and loss. We have applied this amendment from annual periods beginning 1 January 2006.
IFRS 7, Financial Instruments: Disclosures, and a complementary Amendment to IAS 1, Presentation of
Financial Statements – Capital Disclosures (effective from 1 January 2007). IFRS 7 introduces new
disclosures to improve the information about financial instruments. It requires the disclosure of qualitative
and quantitative information about exposure to risks arising from financial instruments, including specified
minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to
market risk. It replaces IAS 30, Disclosures in the Financial Statements of Banks and Similar Financial
Institutions, and disclosure requirements in IAS 32, Financial Instruments: Disclosure and Presentation. It
is applicable to all entities that report under IFRS. The amendment to IAS 1 introduces disclosures about
the level of an entity’s capital and how it manages capital. We assessed the impact of IFRS 7 and the
amendment to IAS 1 and concluded that the main additional disclosures will be the sensitivity analysis to
market risk and the capital disclosures required by the amendment of IAS 1. We will apply IFRS 7 and
the amendment to IAS 1 from annual periods beginning 1 January 2007.
84
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


The structure of our Group (including our associated companies) and the principal business activities of
the members of our Group are set out below. Our Group structure set out below does not include direct
equity investments in ships held by us. Please refer to the table set out in “Ship investment” in the section
entitled “Business Overview – Alternative Assets Investment” for more details.
Offshore Property 
Investment 
Corporation 
(incorporated in the 
British Virgin Islands) 
Investment holding 
Uni-Asia Capital 
(Singapore) Limited 
(incorporated in 
Singapore)
Ship charter arrangement
and project management 
Uni-Ships and 
Management 
Limited 
(incorporated in 
Hong Kong) 
Ship management 
44.8%
100%
30%
 
%
0
0
1
 
%
0
0
1
Uni-Asia Services 
and Agency Limited 
(incorporated in  
Hong Kong) 
Dormant 
Capital Advisers Co., Ltd 
(incorporated in Japan) 
Property investment 
Uni-Asia Finance 
Corporation (Japan) 
(incorporated in Japan) 
Finance arrangement 
Uni-Asia Capital 
Co. Ltd 
㙃Ѳ㟈ᆠ᳝䰤݀ৌ
(incorporated in 
Hong Kong) 
Investment 
holding
Uni-Asia Fund 
Management Co. Ltd  
(incorporated in  
Hong Kong) 
Dormant 
100%
100%
100%
The Company 
(incorporated in the Cayman Islands) 
Direct investment  
and structured finance arrangement 
(Uni-Asia Guangzhou 
Property Management 
Company Limited) 
(incorporated in PRC) 
Property investment and 
management 
100%
ᑓᎲᏖѮ㢥⠽Ϯㅵ⧚᳝䰤݀ৌ
GROUP STRUCTURE
85


The details of each subsidiary and associated company of our Company as at the date of this Prospectus
are set out in the table below. Entities that are used as investment vehicles by our Company, as set out
on page 93 of this Prospectus are not presented as subsidiaries in this table.
Date and Country
of incorporation/
Principal place
Percentage
Name
establishment
Principal business
of business
owned
Subsidiaries
Offshore Property 
23 April 1998, 
Investment holding
ARK Mori Building,
100%
Investment Corporation
British Virgin 
West 24F
, 1-12-32, 
Islands 
Akasaka, Minato-ku,
Tokyo, 
Japan 107-6024
Uni-Asia Capital 
27 June 1997, 
Investment holding
Suite A, 26th Floor
100%
Company Limited
Hong Kong
Admiralty Centre Tower I
18 Harcourt Road
Hong Kong
Uni-Asia Capital 
7 August 1997, 
Ship charter
8 Shenton Way, 
100%
(Singapore) Limited
Singapore 
arrangement and
#37-04, 
project management
Singapore 068811
Uni-Asia Finance 
9 November 1998,
Finance arrangement 
ARK Mori Building, 
100%
Corporation (Japan)
Japan
West 24F
, 1-12-32, 
Akasaka, Minato-ku, 
Tokyo, 
Japan 107-6024
Uni-Asia Fund 
27 June 1997, 
Dormant
Suite A, 26th Floor
100%
Management Company 
Hong Kong
Admiralty Centre Tower I 
Limited
18 Harcourt Road
Hong Kong
9 January 2007,
Property investment 
Room 2401, 
100%
the PRC
and management 
Guangdong Foreign 
(Uni-Asia Guangzhou
Economic & Trade Building
Property Management
351, Tianhe Road, 
Company Limited)
Guangzhou
PRC
Uni-Asia Services and 
27 June 1997,
Dormant 
Suite A, 26th Floor
100%
Agency Limited
Hong Kong 
Admiralty Centre Tower I
18 Harcourt Road
Hong Kong
Associated companies(2)
Capital Advisers Co., Ltd
24 February 2000, 
Property investment
ARK Mori Building, 
44.8%(1)
Japan
West 24F
, 1-12-32, 
Akasaka, Minato-ku, 
Tokyo, Japan 107-6024
Uni-Ships and 
25 January 2005, 
Ship management 
Suite A, 26th Floor
30%(1)
Management Limited
Hong Kong
Admiralty Centre Tower I
18 Harcourt Road
Hong Kong
Notes:
(1)
The remaining shareholding interest is held by independent third-parties.
(2)
In addition to the associated companies, our Company also has direct equity investments in vessels through various SPCs as
detailed under the sub-section entitled “Alternative Assets Investment” on page 93.
GROUP STRUCTURE
86


CORPORATE DEVELOPMENT 
We were established as an exempted company with limited liability in the Cayman Islands under the
Cayman Companies Law on 17 March 1997 by founders Motokuni Yamashiro, Kazuhiko Yoshida, Michio
Tanamoto and Takanobu Himori who were Japanese bankers. Each of the founders has over 25 years
experience in the banking industry working in corporate loan syndication and structured finance
arrangement. Mr. Himori left our Company in March 2004. The other founders continue to lead the
business and as at the Latest Practicable Date, they own, directly and indirectly, a significant aggregate
equity interest in Uni-Asia of approximately 23.9%.
Our Company was founded to arrange structured finance transactions for companies mainly in the
shipping and, to some extent, aviation industries. Our initial focus was on finance arrangement for
companies in the transport sector. Our business expanded to include investment in alternative assets
such as NPLs, distressed assets, shipping assets and real estate assets in May 1998.
We provide a range of customised structured finance solutions and services such as the arrangement of
ship and aircraft leases, mortgage financing, charter arrangements for vessels, tax-enhanced leases and
loans and balance sheet management for clients. Since our establishment up to the end of 2006, we have
arranged financing for transactions in the form of loans and/or leases transactions worth approximately
US5.6billion.InFY2004,FY2005andFY2006,wearrangedstructuredfinancetransactionstotallingUS561.6 million, US987.5millionandUS637.7 million respectively.
In May 1998, we entered the distressed assets market in the aftermath of the Asia economic crisis when
local governments and banks in Asia were seeking to dispose of their non-performing loan assets or
NPLs. Initially, we focused on acquiring NPL accounts represented by PRC-based borrowers from
Japanese banks with whom our management had established relationships, either as Uni-Asia’s client or
industry contact. We expanded our NPL investments over time by carefully identifying, selecting and
negotiating the purchase of distressed assets with attractive financial returns. Most of these NPLs were
sourced through our client network or through brokers.
We also invested in NPLs through AAA, a private investment company, held by a charitable trust but
administered by us, which invested in NPLs in Asia. We, along with a Japanese financial institution,
subscribed to Performance Notes issued by AAA in August 2001, up to a maximum face value of US5million.InAugust2001,weinvestedUS1.0 million in, and acted as the administrator and agent of, our first
Asian distressed assets investment fund known as AAA Series I Fund with a size of US$5.0 million. As at
31 December 2006, this fund’s net IRR was approximately 156.6%. In July 2003, we launched a second
US$15 million Asian distressed assets investment fund, called AAA Series II Fund which is also held
through AAA. As at the Latest Practicable Date, this fund’s net IRR was approximately 20.44% assuming
that the value of AAA Series II Fund is realised as at the Latest Practicable Date. We are also the
administrator and agent of AAA Series II Fund, bringing the total funds under management within this
division to US20million.WetogetherwiththesameJapanesefinancialinstitutioninAAASeriesIFundinvestedUS5 million and US$10 million respectively in AAA Series II Fund. Both investment facilities
focus on distressed asset investment opportunities in Asia, excluding Japan. (Please refer to the section
entitled “General Information on our Group – Business Overview – Distressed assets investment” below
for further details of the AAA Series I Fund and AAA Series II Fund.) As at the Latest Practicable Date,
the AAA Series I Fund has expired and the Performance Notes have been fully redeemed.
In 2002, we set up an asset finance department to focus on asset-backed financing in the maritime
transport sector. This division gradually diversified into making direct investments in shipping assets.
Building on our experience in investing in maritime vessels, our first shipping investment fund Searex
Series I Fund with an asset size of up to US$117.5 million was launched in January 2004 through private
investment company Searex which is held by a charitable trust. We subscribed for Performance Notes of
US5millioninthefundalongwithfiveotherinvestorsbasedinAsia.By2004,thisfundhadinvestedinsixvessels.Wearrangedanon−recourseloanofUS100.5 million for the ship portfolio.
GENERAL INFORMATION ON OUR GROUP
87


A second shipping investment fund Searex Series II Fund which is also held through Searex and with an
asset size of up to US100millionwassuccessfullyclosedinDecember2004.By2005,thisfundacquiredfivevessels.LikeSearexSeriesIFund,wesubscribedforUS5 million of Performance Notes in
Searex Series II Fund along with other institutional investors in Asia. We arranged financing of around
US$77 million for the ship portfolio.
We are the administrator and agent of both Searex Series I Fund and Searex Series II Fund, responsible
for managing and arranging debt finance for the funds.
As part of our continued growth, Uni-Ships and Management Limited was incorporated in January 2005
in Hong Kong to provide accounting and administration services for the fund vehicles and act as the
project manager for the Searex Series II Fund. Uni-Ships and Management Limited is a joint venture
between Maritime 24 (Pte) Ltd, Uni-Asia, Uni-Fast Limited and Wealth Ocean with each having a
shareholding of 30%, 30%, 30% and 10% respectively.
In April 2005, the number of investors in the Searex Series II Fund increased to 10 through the
introduction of another institutional investor which acquired US$0.5 million in Performance Notes at par
from us. In August 2006, we redeemed US1.3millionPerformanceNotesandweacquiredanadditionalUS1.4 million Performance Notes from Uni-Fast Limited in September 2006. Following such redemption
and acquisition, we held a total of US4.7millionPerformanceNotesintheSearexSeriesIIFund.AsattheLatestPracticableDate,thePerformanceNotesofSearexSeriesIIFundhavebeenfullyredeemed.InJuly2005,theaggregateprincipaloftheSearexSeriesIFundwasincreasedfromUS17 million to up
to US19.4million.WesubscribedforanadditionalUS705,882 in Performance Notes issued by the
Searex Series I Fund.
A third private shipping joint venture, the container vessel fund, was launched in 2005, specialising in
investment in container vessels. We, together with three partners, invested in three panamax 3,500 TEU
container vessels for US56.3millioneach,oranaggregateofUS168.9 million. The vessels will be built
by Hyundai Mipo Dockyard Co Ltd, Korea with delivery in 2007. Our Company, with 38% equity interest in
the shipping joint venture, arranged financing for the three vessels. The container vessels have been
chartered out to Italia Marittima of the Evergreen Group under an eight-year bareboat charter agreement,
commencing on delivery of the vessels in 2007.
On 13 September 2006, our wholly-owned subsidiary, Uni-Asia Capital (Singapore) Limited, was
designated as an ASIM under the SITA by the MPA. At the same time, the MPA had also granted the
Akebono Fund a designation of ASIE.
Our ASIM designation is for an initial period of 10 years commencing on the subscription date of the
Singapore fund by investors, subject to a review by MPA at the end of the fifth year. Pursuant to our ASIM
designation, we are eligible for a concessionary tax rate of 10% for income derived from managing an
ASIE such as the Akebono Fund. In the event that we no longer qualify for the ASIM designation, the
prevailing corporate tax rate of 18% will apply.
The ASIE designation for the Akebono Fund is for an initial period of up to 10 years commencing from
the date of its establishment, subject to a review by MPA at the end of the fifth year. Pursuant to its ASIE
designation, the Akebono Fund is eligible for a tax exemption on income derived from the chartering or
finance leasing of (a) any sea-going ship to (i) a person who is neither resident in nor a permanent
establishment in Singapore; or (ii) an approved international shipping enterprise; or (b) any sea-going
Singapore ship to persons described in (a) (i) and (ii) above or a shipping enterprise within the meaning
of Section 13A of the SITA. The tax exemption will be valid for the life of vessels acquired by ASIE during
the incentive period of up to 10 years. For instance, if an ASIE acquires a vessel during the 10-year
incentive period, charters it for 20 years and disposes of it thereafter, lease income on the charter will
enjoy tax exemption for the entire 20 years. The qualifying income of the Akebono Fund under the tax
exemption shall also include hedging gains derived in connection with the management of its portfolio of
vessels, and share of profits or dividends remittances from shipholding special purpose vehicles owned
by the Akebono Fund that are declared out of qualifying activities.
GENERAL INFORMATION ON OUR GROUP
88


On 17 April 2007, we launched our first Singapore fund, the Akebono Fund, in order to take advantage of
the MPA’s MFI schemes. Our Company has invested in the Akebono Fund, together with other investors,
by way of subscription for a principal amount of US42.9millionPerformanceNotesissuedbytheAkebonoFund.Goingforward,ourshipinvestmentdivisionisexpectedtocontinuetolookforjointventureinvestmentsinshippingassets.Inadditiontoourinvestmentsinshippingassets,wehavealsoinvestedinrealestateassets.InJune1998,wecommencedinvestmentsinrealestateinJapan.InFebruary2000,CapitalAdviserswasestablishedasourwholly−ownedsubsidiaryengagedininvestmentinandmanagementofrealestateassetsinthehotelandresidentialsector.TheequitysizeofeachinvestmentrangedfromUS1.4
million to US38.5million.In2000,ourCompanyandGrosvenorAsiajointlyestablishedaninvestmentpartnershipwithanotherinvestortoinvestinresidentialpropertiesinTokyo.Grosvenorisaninternationalpropertydevelopmentandinvestmentgroup.IthasregionaloperatingcompaniescoveringAustralia,AsiaPacific,US,UKandEuropeandaninternationalfundmanagementbusinesswhichoperatesacrossallthesemarkets.Theinvestmentstartedin2000andwasfollowedin2004withtheestablishmentoftheGCAPFund.TheGCAPFundisjointlymanagedbyGrosvenorAsiaandCapitalAdvisersthroughGrosvenorCapitalAdvisersFundManagementCo.,Ltd.Intheresidentialsector,CapitalAdvisershasalsobeenengagedinassetmanagementwithafocusonsmall−sizestudioapartmentbuildingssinceFebruary2004.Thenumberofthebuildingsofthisinvestmentreached10in2004,31in2005and50in2006.TheinvestortothisinvestmentisoneofthelargestfinancialinstitutionsinJapan.CapitalAdviserssometimesjoinsinthisinvestmentasadeveloperofthebuildingsinordertoenjoyadditionalreturn.In2001,CapitalAdvisersdirecteditsattentiontotheassetmanagementbusinessinthehotelpropertyinvestment.Inthehotelsector,CapitalAdvisersmainlyfocusesontheinvestmentinlimited−servicehotels.Since2001,thenumberofhotelswhichCapitalAdvisershasengagedinastheassetmanagerandinvestedinasaminorityinvestorhasincreasedto11in2006.ThecharacteristicsofCapitalAdvisersastheassetmanagerinhotelpropertyinvestmentsisitscapabilitytonotonlymanagetheassetsbutalsomonitorthehoteloperationitselfbykeepingthestaffwhohavesufficientworkexperienceinhotelbusinesswithinCapitalAdvisers.CapitalAdvisersinvestedinanotherassetmanagementcompanywhichmanagesaJapaneserealestateinvestmenttrust(J−REIT)specializinginhotelproperties.TheJ−REITwaslistedinJapanon14June2006.Asat31December2006,thetotalassetofthehotelinvestmentswasoverYen16.9billion(orapproximatelyUS142.5 million). The total equity invested was about Yen 5.4
billion (or approximately US$45.5 million), out of which Capital Advisers had an interest of between 5.0%
and 51.9%.
On 2 May 2003, the equity base of Capital Advisers increased to Yen 892.5 million (or approximately
US$7.4 million) as a result of an issue of 9,850 new shares to a number of institutional investors, venture
capital firms, corporations etc. The total funds raised amounted to Yen 985 million (or approximately
US8.2million).ThesubscriptionpriceofYen100,000(orapproximatelyUS832) per share was
determined with reference to a valuation conducted by Partners C.P
.A. Office, an independent certified
public accountant. As a result, our equity interest in Capital Advisers was diluted to 44.8% with Capital
Advisers becoming our associated company.
In January 2007, we made a direct investment into office units in Guangzhou, the PRC, through our
wholly-owned property investment company, Uni-Asia Guangzhou. Going forward, we will continue to look
for investment opportunities in distressed properties and/or other properties in the PRC and other parts of
Asia.
GENERAL INFORMATION ON OUR GROUP
89


BUSINESS OVERVIEW
We are an Asia-based structured finance arrangement and Alternative Assets direct investment firm. Our
principal activities are in: (1) structured finance – the finance arrangement of transport related assets
(largely ships and, to some extent, aircraft), and the provision of ship charter arrangement and agency
services; and (2) Alternative Assets investment/management – direct investments in and/or the
arrangement and administration of Alternative Assets investments such as ships, distressed assets and
real estate. As at the Latest Practicable Date, we have 32 staff in three offices in Tokyo, Hong Kong and
Singapore.
Structured Finance 
Our structured finance department provides an integrated service to our clients by offering financing
solutions together with charter arrangement services tailor-made to our clients’ needs. The solutions do
not normally involve the use of our balance sheet capital to make loans. We typically act only as the
arranger and agent for the structured financing provided by third-party financial institutions. We arrange
financing for asset acquisitions by our clients and also offers tax-enhanced structured services and
products, including mortgage financing, tax-oriented leases such as UK tax leases and Japanese
operating leases, as well as ECA backed credit, ship charter arrangement and balance sheet
management. We receive an arrangement fee on each completed transaction.
We have been active in the arrangement of structured finance since our founding in 1997. In this time we
have built up a portfolio of clients and have identified potential clients to whom we market to directly or on
an opportunistic basis. We have also developed relationships with the key banks which provide
syndicated loan financing. Our clients include established international shipping and aviation companies
from Taiwan, Greece, Indonesia, Japan, Hong Kong, Korea, the UK and Italy.
Some key products and services which we offer our clients include mortgage financing, tax-oriented
leases, ECA backed credit, ship charter arrangement and balance sheet management.
The following table provides a brief description of our key products:
Product
Description
Mortgage financing
A type of finance arrangement where the borrower will mortgage the asset as a
collateral for the loan
Tax-oriented lease
A financing structure which takes advantage of tax incentives and benefits within
a jurisdiction in order to minimise cost of capital for investors or to maximise tax
savings for investors. The economic benefits are eventually shared between the
investors and the lessee. The cost savings stem from fixed asset depreciation
and tax allowances. Types of tax-oriented leases include UK tax leases and
Japanese operating leases 
ECA backed credit
Co-financing with export credit agencies including the Japan Bank for
International Cooperation (“JBIC”)
Ship charter arrangement
The arrangement of charters for ship owners that want to charter out their
vessels to third-parties or the arrangement of vessels for potential charterers
who are looking for ships to charter. Types of charter arrangement include
bareboat charter, being the charter of bare ship; or time charter, being the
charter under which owner charters out vessel to charterer together with ship
management including crew, insurance and technical management, for a fixed
period of time
Balance sheet management
The service of reviewing and analyzing the balance sheet of a client and
structuring and tailoring financing alternatives that would best suit the financial
position of our client
GENERAL INFORMATION ON OUR GROUP
90


We acted as arranger for structured financing in the form of loans and leases in the aggregate amount of
approximately US561.6million,US987.5 million and US$637.7 million in FY2004, FY2005 and FY2006
respectively.
The type of structured finance arrangement we are engaged in is tailor-made to the specific requirements
of our clients and the asset to be acquired. Typically, potential projects usually commence with a detailed
due diligence review of the risks and return in relation to the clients. During the due diligence, we
investigate the asset to be acquired, examining among other things its specifications, condition and legal
title of the asset to be acquired. Our client’s financial condition and ability to repay the debt are also
assessed. Factors such as the intended use of the asset and the market demand for driving the asset’s
intended utilisation all factor into the assessment of the viability of the project. The findings and
conclusions of the due diligence and analysis are then submitted to our Management Committee which is
responsible for approving the proposal to engage our clients. Upon approval and engagement, we will
assist our clients in the preparation of an information memorandum. This information memorandum
contains a detailed summary of the asset, the acquirer, the industry or sector, the proposed terms of the
financing, and financial analysis of the project. The information memorandum is then presented to
targeted institutions. Those institutions which express interest in providing finance are then given the
opportunity to perform their own independent due diligence and eventually one or more institutions are
selected which best matches the terms requested by our clients. Throughout the entire process, we act
as a co-ordinator between our clients and the lender to manage the process and help the counterparties
agree on the terms of finance.
Following the execution of a loan agreement and related documents between our clients and the
syndication group, we would usually also act as the facility agent responsible for the administration of the
syndicated loan during the life of the loan, for which we receive agency fees.
Selected key transactions completed include:
UK Tax Lease for Hatsu Marine: Uni-Asia arranged two UK tax leases for Hatsu Marine, a part of the
Evergreen Group, in 2002 to acquire two 6,332 TEU E-type container vessels manufactured by Mitsubishi
Heavy Industries, Ltd. Under these transactions, two European banks financed the acquisition of two
US$71.5 million container vessels which were delivered in 2002 and 2003, respectively. Upon delivery,
the vessels were leased to Hatsu Marine under a finance lease agreement on terms satisfactory to all
parties.
Arrangement of a Japanese Operating Lease: Uni-Asia arranged a Japanese Operating Lease for a
Japanese leasing company in March 2002 to acquire a 1,618 TEU container vessel for US$29 million and
delivery by the end of March 2002. Under this structure, the lessor, the Japanese investors introduced by
Uni-Asia and a Japanese leasing company, entered into a Tokumei Kumiai agreement to own and charter
ships, whereby the Japanese investors invested 30% of the purchase price of the vessel in the TK and
the remaining 70% financing was in the form of debt. Upon delivery, the vessel was chartered to a third-
party shipping company for a period of 11.5 years by way of a Bareboat Charter.
Ship Charter Arrangement for Niki Shipping Company Inc: Niki Shipping Company Inc, a private company
incorporated in Greece and which is an independent third-party, entered into shipbuilding contracts in
September 2004 for four 5,060 TEU container vessels to be built by Hanjin Heavy Industries in Korea.
Uni-Asia arranged a 15-year Bareboat Charter between Niki Shipping Company Inc and Italia Marittima,
part of the Evergreen Group, for the four container carriers.
Mortgage Financing for CIDO Holding Co., Ltd.: Uni-Asia and HSH Nordbank, an independent third-party
financial institution which is also a shareholder in Uni-Asia, jointly arranged a US$127.8 million
syndicated loan in March 2005 for CIDO Holding Co., Ltd which is an independent third-party
incorporated in the Cayman Islands, to acquire four 4,075 unit type pure car carriers, with delivery from
March 2006 to September 2007. The loan was successfully syndicated out to third-party lending
institutions.
GENERAL INFORMATION ON OUR GROUP
91


JBIC Financing: Uni-Asia arranged a US$113.8 million financing for Evergreen in the acquisition of two
6,724 TEU container vessels using a buyer’s credit provided by JBIC and Nippon Export and Investment
Insurance in the first half of 2006. The two container vessels, manufactured by Mitsubishi Heavy
Industries Ltd., will be delivered in October and December 2007, respectively. In this financing structure,
JBIC will fund 40% of the facility amount and the remaining 60% will be funded by a consortium of
lenders. The facility agreement was signed in July 2006.
Alternative Assets Investment 
Our Alternative Assets Investments division leverages on our specialist skills in structured finance
arrangement and credit analysis to invest in, either as the principal investor or in partnership with other
investors, three key Alternative Asset classes: (i) ship investment (such as bulk carriers, product tankers
and container vessels); (ii) distressed assets investment (including NPLs and other distressed assets in
Asia (excluding Japan)); and (iii) property investment (including hotel and property investment in Japan
and commercial property investment in the PRC).
Ship investment 
As a progression from our structured finance business as an arranger of financing for transport related
assets, we branched out into direct investments in ships through equity investment in the ship owning
companies and also through subscription of Performance Notes issued by special investment fund
vehicles established by us.
Our asset finance department aims to invest in ships for commercial use that will produce attractive
investment returns because of factors such as high expected demand for, or anticipated shortfall in, the
supply of such ships.
In order to further facilitate our Group’s investments in ships and leverage on this area of our expertise,
our Group established two closed-end investment funds in 2004, Searex Series I Fund and Searex Series
II Fund, with an investment term of five years each. The equity of the investment funds is held through
Searex which, in turn, is held by a charitable trust to ensure the funds function as a whole as an
independent entity in accordance with recognised corporate principles. Investors participate in the ship
investments by subscribing for Performance Notes issued by the ship investment fund. Performance
Notes obligate the holder to provide the committed investment amount to the fund over a two-year
drawdown period as the fund calls for funds to invest. Profits from the sale of the ships are distributed on
a pro-forma basis to Performance Note holders semi-annually at the discretion of the fund. By
establishing these ship investment funds, we benefit not only from the larger capital pool available for
investment, providing risk diversification; we also earn administration fees and incentive fees based on
the performance of such funds.
In 2002, we participated in two bulk carriers’ new building projects, namely, EuroAsia II, Inc. and EuroAsia
III, Inc., in Japan. The total investment cost or acquisition price of each vessel was US$16.8 million. Our
Group made an investment of US0.6millioninEuroAsiaII,Inc.andUS0.5 million in EuroAsia III, Inc.,
representing a 15% equity interest in EuroAsia II, Inc. and EuroAsia III, Inc. The outstanding balance was
financed by debt from independent financial institutions. Our Group’s investment into EuroAsia II, Inc. and
Euroasia III, Inc. was made in the form of share capital and shareholder’s loan. In addition to share capital
of US$1,500 each into the two projects, we made shareholders’ loan of US$0.6 million to EuroAsia II, Inc.
and US$0.5 million to EuroAsia III, Inc. Our Company’s investment in EuroAsia III, Inc. was completed
and disposed of in October 2004 resulting in a capital gain of approximately US$1.5 million. Our
Company’s investment in EuroAsia II, Inc. was disposed of in April 2007, resulting in a capital gain of
approximately US2.8million.OurnetinvestmentreturnafterfactoringinfairvalueadjustmentwasUS1.3 million.
GENERAL INFORMATION ON OUR GROUP
92


In 2006, we invested in the equity of two SPCs each holding a bulk carrier, namely, Harmonic Shipping
S.A. (“Harmonic”) and Sunrise Shipping S.A. (“Sunrise”). The total investment made by our Group into
Harmonic totaled US2.1millioncomprisingsharecapitalofUS4,040 and shareholders’ loan of US2.1million.Inaddition,wealsoprovidedabridgingloanofUS3.0 million to Harmonic as at 31 December
2006. The investment made by our Group into Sunrise totaled US2.7millioncomprisingsharecapitalofUS4,600 and shareholders’ loan of US2.7million.Inaddition,weprovidedabridgingloanofUS2.22
million to Sunrise which was repaid and renewed to US$2.5 million as at 31 December 2006. Our
Company’s investment in Harmonic was disposed of in April 2007, resulting in a capital gain of
approximately US$2.8 million. Our net investment return after factoring in fair value adjustment was
US$2.4 million. The bulk carrier held by Sunrise is chartered to a third party for a period of five years
commencing in September 2006.
Listed below are our direct equity investments as at the Latest Practicable Date.
Year of 
Investment 
Duration of charter 
Investment vehicle
Type of vessel
acquisition 
interest held
contracts 
Sunrise Shipping 
Bulk Carrier
2006
46%
September 2006 to
S.A. (1)(2) 
September 2011
Falcon Containership 
Container vessel
2005 (delivered 
38%
April 2007 to 
S.A. (1)(3)
in April 2007)
April 2015
Fortitude Containership 
Container vessel
2005 (delivered 
38%
June 2007 to
S.A. (1)(3)
in June 2007)
June 2015
Union Containership 
Container vessel
2005 (to be delivered 
38%
September 2007 to 
S.A. (1)(3)
in September 2007)
September 2015
Rich Containership 
Container vessel
2006(6) (to be 
50%
September 2008 to 
S.A. (1)(4)
delivered in 2008)
September 2018
Matin Shipping Limited (5)
Bulk Carrier
to be acquired in 2007  
40%
2011 to 2016
and delivered in 2011
Notes:
(1)
Incorporated in Panama 
(2)
The amount invested by our Company in Sunrise Shipping S.A. for the purchase of the bulk carrier is US$4,600 in equity and
approximately US$2.7 million in shareholders’ loans as well as a bridge loan of approximately US$2.5 million.
(3)
The SPCs owning these vessels are proposed to be acquired by the Akebono Fund in the second half of 2007.
(4)
The amount invested by our Company in Rich Containership S.A. for the purchase of the container vessel is US5,000inequityandapproximatelyUS1.0 million in shareholders’ loans.
(5)
Incorporated in Hong Kong. The amount invested by our Company in Matin Shipping Limited for the purchase of the bulk
carrier is US400inequityandapproximatelyUS1.2 million in shareholders’ loans.
(6)
Rich Containership S.A. has entered into an option agreement for the acquisition of the vessel in 2006.
Listed below is the ship investment of Searex Series I Fund as at the Latest Practicable Date.
Year of 
Investment 
Duration of charter 
Investment vehicle
Type of vessel
acquisition 
interest held
contracts 
Searex (1)
Product Tanker
2004
100%
January 2004 to January
2009 
Note:
(1)
The SPC owning this vessel is proposed to be acquired by the Akebono Fund in the second half of 2007 or early 2008.
GENERAL INFORMATION ON OUR GROUP
93


We also act as the administrator, registrar and fiscal agent of the Searex Series I Fund and the Searex
Series II Fund (collectively, the “Searex Funds”), for which we charge a monthly fee for each ship held by
the Searex Funds. We are also engaged under a number of management agreements with individual
special purpose vehicles, each of which directly hold the shipping assets, to arrange financing for the
acquisition of a ship by the special purpose vehicle, for which we charge a financing arrangement fee and
may also receive an incentive fee, subject to the financial return of the ship upon disposal. Each acquired
ship is held by a special purpose vehicle established by each of the Searex Funds. The individual special
purpose vehicles also appoint a project manager, which is responsible for sourcing and negotiating
employment of vessels held by the special purpose vehicle and remarketing of ships for disposal. The
project manager of the Searex Series I Fund is Exeno Yamamizu and the project manager of the Searex
Series II Fund is Uni-Ships and Management Limited. Exeno Yamamizu is one of the largest shipping
brokers in Asia and their client network covers major shipping companies. Uni-Ships and Management
Limited is a joint venture between Maritime 24 (Pte) Ltd, Uni-Asia, Uni-Fast Limited and Wealth Ocean
where each has a shareholding of 30%, 30%, 30% and 10%, respectively.
 
Searex Series I Fund
In January 2004, the ship investment fund Searex Series I Fund was established with funding
raised by an issue of Performance Notes totalling US17.0millionbySearex.WesubscribedforUS5.0 million of the Performance Notes and five co-investors subscribed for the remaining
US12.0millionofthePerformanceNotes.Wearrangedanon−recourseloanforthefundintheamountofUS100.5 million. There are a total of six investors in Searex Series I Fund, including
Uni-Asia, which are companies engaged in shipping related businesses.
As at the Latest Practicable Date, the Searex Series I Fund held one ship and had disposed of five
ships. The return on investment on the five disposed ships was approximately 3.7 times our
investment and distributions paid out in 2004, 2005 and 2006 have amounted in aggregate to
approximately US14.5millioninprincipalandUS30.5 million in profit in relation to these five
ships. The one ship currently held by Searex Series I Fund is chartered out. This ship is proposed
to be acquired by the Akebono Fund in the second half of 2007 or early 2008, following which the
Searex Series I Fund will be terminated.

Searex Series II Fund
In December 2004, we established a second ship investment fund following the success of Searex
Series I Fund. The principal investment amount of the Searex Series II Fund was US23.0millionofPerformanceNotes.TheinvestorsoftheSearexSeriesIIFundcomprisedalltheinvestorsoftheSearexSeriesIFund,whichincludesourCompany,andthreenewinvestors.TheotherinvestorsintheSearexSeriesIIFundareindependentparties.WesubscribedforUS5.0 million of the
Performance Notes and eight co-investors subscribed for the remaining US18millionofthePerformanceNotes.ThenumberofinvestorsintheSearexSeriesIIFundwasincreasedto10inApril2005whenanotherinvestoracquiredUS0.5 million of Performance Notes from us at par
value. Our total commitment to the fund was reduced to US4.5million.InAugust2006,weredeemedUS1.3 million of Performance Notes and we acquired an additional US1.4millionofPerformanceNotesfromUni−FastLimitedinSeptember2006.Followingsuchacquisition,weheldatotalofUS4.7 million Performance Notes in the Searex Series II Fund. On 9 May 2007, our
Performance Notes in the Searex Series II Fund were redeemed in full, following which we no
longer hold any outstanding Performance Notes in the Searex Series II Fund. We arranged
financing of around US77million,givingtheSearexSeriesIIFundatotalinvestmentcapabilityofuptoUS100.0 million.
Searex Series II Fund has disposed of five ships. The return on investment on the five disposed
ships was approximately 1.4 times our investment. No distributions were paid out under the fund for
2004 and 2005 and distributions paid out in 2006 amounted in aggregate to approximately US$0.6
million. Following such disposals, the Searex Series II Fund is intended to be terminated.
GENERAL INFORMATION ON OUR GROUP
94



Akebono Fund
Listed below is the ship investment of Akebono Fund as at the Latest Practicable Date.
Year of 
Investment 
Duration of charter 
Investment vehicle
Type of vessel
acquisition 
interest held
contracts 
Sentic Limited
Bulk Carrier
2007
100%
June 2007 to
July 2008 
Panmax Tanker S.A.
Product Tanker
2007
100%
Nil
On 17 April 2007, we launched the Akebono Fund in order to take advantage of the MPA’s MFI
schemes. The principal investment amount of the Akebono Fund by the Company, together with
other investors, was US$42.9 million of Performance Notes. We are committed to subscribe for
US15.0millionofthePerformanceNotesandtheotherfiveco−investorsarecommittedtosubscribefortheremainingUS27.9 million of the Performance Notes. As at the Latest Practicable
Date, our Company has subscribed for US2.8millionofPerformanceNotes.TheremainingundrawncommitmentbyourCompanytosubscribeforUS12.2 million of Performance Notes is
intended to be funded from the proceeds of the Invitation.
As at the Latest Practicable Date, the Akebono Fund held one bulk carrier from a third-party,
acquired another product tanker by acquiring Panmax Tanker S.A. from our Group and intends to
acquire three container vessels from our Group and one product tanker from Searex Series I Fund.
We will also act as the administrator, registrar, fiscal agent and project manager of the Akebono
Fund for which we charge a monthly fee for each ship held by the Akebono Fund.

Recent ship investments
On 2 May 2007, we made an investment in a Panama-incorporated company, Rich Containership
S.A. (“Rich Containership”), through a joint venture with Wisdom Marine Lines S.A. (“Wisdom”).
Wisdom is not related to our Company, the Directors or the Substantial Shareholders of our
Company. Pursuant to the joint venture, we have subscribed for a 50% equity interest in Rich
Containership for a total consideration of US$5,000. The remaining 50% equity interest in Rich
Containership is held by Wisdom. On 6 September 2006, Rich Containership entered into a
contract with, inter alia, Hyundai Mipo Dockyard Co., Ltd. in respect of the purchase option of a
4,300 TEU container vessel, which is due for delivery in September 2008. On 3 May 2007, we
made a shareholder’s loan of approximately US$1.0 million to Rich Containership.
On 28 May 2007, we made another investment in a Hong Kong-incorporated company, Matin
Shipping Limited (“Matin”), through a joint venture with Uni-Fast Limited (“Uni-Fast”). Uni-Fast is
not related to our Company, the Directors or the Substantial Shareholders of our Company.
Pursuant to the joint venture, we have subscribed for a 40% equity interest in Matin for a total
consideration of US$400. The remaining 60% equity interest in Matin is held by Uni-Fast. As at the
Latest Practicable Date, Matin is in the process of entering into a contract with, inter alia, Imabari
Shipbuilding Co., Ltd. to acquire a 37,300 DWT bulk carrier, which is expected to be delivered in
2011. On 31 May 2007, we made a shareholder’s loan of approximately US$1.2 million to Matin.
As the vessels to be acquired by Matin and Rich Containership are in the process of being built
and will only be delivered in 2011 and 2008 respectively, the Auditors of our Company have
confirmed that the investments by our Company in Matin and Rich Containership will have no
impact on the profit and loss statement for FY2006 as set out in Appendix C of this Prospectus,
had they been made at the beginning of FY2006. In addition, the Auditors have also confirmed that
had these investments been made at the end of FY2006, they would also have no significant
impact on the balance sheet as set out in Appendix C of this Prospectus, other than the
reclassification of the cash amount of US$2,203,162 (being the aggregate amount for the
subscription for shares and provision of shareholder loans in Matin and Rich Containership), to
“Investments” under the said balance sheet.
GENERAL INFORMATION ON OUR GROUP
95



Ship Investment Portfolio
As at the end of FY2004, the total value* of our ship investment portfolio (comprising vessels
owned by ship-owning companies in which we have an interest and vessels owned by investment
funds in which we have an interest) was approximately US$149.4 million. Through various
acquisitions and disposals of vessels since the end of FY2004, the total value* of our ship
investment portfolio has increased to approximately US$403.0 million as at the Latest Practicable
Date. Please refer to the section entitled “Alternative Assets Investments – Ship investment” at
page 92 of this Prospectus for more information.
The following table sets out the value* of vessels in our ship investment portfolio, with a breakdown
of the value* of vessels owned by ship-owning companies in which we have an interest and
vessels owned by investment funds in which we have an interest, as at the end of each of FY2004,
FY2005, FY2006 and as at the Latest Practicable Date.
Notes:
(1)
The decrease in portfolio size was due to disposal of vessels in FY2006. The value* of vessels disposed during the
period totalled US$37.8 million in 2004, US71.0millionin2005,US89.6 million in 2006 and US78.8millionfrom1January2007uptotheLatestPracticableDate.(2)TheincreaseinthevalueofthevesselsownedbyinvestmentfundsinwhichourCompanyhasaninterest,fromUS66 million as at 31 December 2006 to US105millionasattheLatestPracticableDate,isdueprimarilytothelaunchoftheAkebonoFundinApril2007.AsattheLatestPracticableDate,theAkebonoFundheldtwoshipinvestments−SenticLimited(wheretheacquisitionpriceoftheunderlyingvesselisUS26.4 million) and Panmax
Tanker S.A. (where the acquisition price of the underlying vessel is US46.7million).TheincreaseinthevalueofthevesselsinwhichourCompanyhasaninterest,fromUS236 million as at 31 December 2006 to US$298 million as at
the Latest Practicable Date, is due primarily to our Company’s investments in Rich Containership S.A. (where the
acquisition price of the underlying vessel is US$71 million) and Matin Shipping (where the acquisition price of the
underlying vessel is US$31 million).
*
Value of vessels is an aggregation of the total acquisition price paid or to be paid for each relevant vessel at the time
of acquisition and does not represent our proportionate interest in the ship investment portfolio.
Value of Vessels in our Ship Investment Portfolio (US$’million)
as at 31 December
2004
as at 31 December
2005
as at 31 December
2006(1)
as at Latest
Practicable Date(2)
Value* of vessels owned by ship-owning companies in which we have an interest
Value* of vessels owned by investment funds in which we have an interest
117
155
66
105
33
214
236
298
0
50
100
150
200
250
300
350
400
450
GENERAL INFORMATION ON OUR GROUP
96



Selected key transactions completed:
Mortgage Financing and Equity Syndication for Searex: Uni-Asia acted as the finance arranger for
Searex for a US100.5millionnon−recourseloaninJanuary2004.TheproceedswereusedbySearextoacquiresixvesselsin2004.SearexissuedUS17.0 million of Performance Notes to
investors out of which we subscribed for US$5.0 million, representing 29.4% of the total issued
Performance Notes. The remaining 70.6% of the Performance Notes were issued to third-party
investors. This deal demonstrates our track record as finance arranger and alternative investment
administrator.
Multiple roles as investor, administrator and fiscal agent of Searex: In addition to being an equity
investor, we also acted as administrator and fiscal agent for Searex. For Searex Series I Fund, six
vessels comprising bulk carriers and tankers were acquired in 2004 and 2005. As at the Latest
Practicable Date, the fund disposed of five vessels and the remaining vessel is currently chartered
out to third-party operators. As the investor of the fund, we were able to share in the investment
returns of the fund. As the fund administrator and fiscal agent, we received performance bonus
along with annual administration fees.
Container vessel joint venture: A third private shipping joint venture between us and three other
partners was launched in 2005 specializing in investment in container vessels. This joint venture
invested US$56.3 million each in three panamax 3,500 TEU container vessels, or US$168.8 million
in total. The vessels are being built by Hyundai Mipo Dockyard Co Ltd, Korea with delivery in 2007.
Uni-Asia, with a 38% equity interest in the shipping joint venture, arranged financing for the three
vessels. The 38% equity interest of our Company in the shipping joint venture comprises (i)
US$380 paid in capital; and (ii) up to US$0.9 million in a shareholder’s loan. The container vessels
have been chartered out to Italia Marittima of the Evergreen Group under an eight-year bareboat
charter agreement, which has commenced following delivery of two vessels in April 2007 and June
2007.
We have established a special purpose company in Panama, Panmax Tanker S.A. (“Panmax”),
which entered into a contract with Xing Long Maritime S.A. (“Xing Long”) on 28 November 2006
for the construction and sale of a 50,000 DWT product tanker for approximately Yen 4.69 billion (or
approximately US$39.5 million) (the “Shipsales Contract”). We provided a guarantee to Xing Long
to guarantee the performance by Panmax of its obligations under the Shipsales Contract, including
the obligation to pay for the price of the vessel. The guarantee will remain effective until the
fulfillment of all obligations of Panmax under the Shipsales Contract. The following table sets out
the payment obligations of Panmax under the Shipsales Contract and the intended manner of
financing such payments:
Actual / Indicative
Instalment amount
Details of Intended Manner of Financing
Instalment Timeline
payable to 
(Dependent on stage
Xing Long
of construction)
30 November 2006
Yen 469 million
This instalment was initially financed through a 
(approximately
bridging loan of US4.1millionprovidedbyourUS4.0 million) 
Company on 30 November 2006. Such bridging loan
was repaid and replaced by another bridging loan of
US$4.0 million on 28 May 2007. The interest payable
under this bridging loan was set at the rate of London
Inter-Bank Offer Rate (“LIBOR”) + 3% per annum
with maturity date being 28 May 2008. This bridging
loan may be refinanced in 2008 by way of an
unsecured bank loan with a third-party financial
institution at a lower interest rate than that under the
bridging loan.
GENERAL INFORMATION ON OUR GROUP
97


Actual / Indicative
Instalment amount
Details of Intended Manner of Financing
Instalment Timeline
payable to 
(Dependent on stage
Xing Long
of construction)
31 May 2007
Yen 469 million
This instalment was primarily financed through a 
(approximately 
bridging loan of US$4.0 million provided by one of
US4.0million)thethreesponsorsoftheAkebonoFund.Thisbridgingloanmayberefinancedin2008bywayofanunsecuredbankloanwithathird−partyfinancialinstitutionatalowerinterestratethanthatunderthebridgingloan.AroundMarchYen469millionThisinstalmentisintendedtobefinancedfrom2010(approximatelytheproceedsofanissueofPerformanceNotesbyUS4.0 million) 
the Akebono Fund.
Around July 2010
Yen 469 million
This instalment is intended to be financed from
(approximately 
the proceeds of an issue of Performance Notes by
US4.0million)theAkebonoFund,whichissuemayoccurbeforeApril2010.AroundNovemberYen2,814millionThisinstalmentisintendedtobefinanced2010(approximatelythroughdebtfinancingfromathird−partyfinancialUS23.7 million) 
institution and drawn down upon delivery of vessel.
Our Company envisages that we may furnish similar guarantees in future in the ordinary course of
our business. In this connection, Panmax received a guarantee from Orix Corporation which is our
shareholder for the due performance of the contractual obligations of Xing Long. We also provided
a bridging loan of 10% of the contract price to Panmax for payment of the first 10% of the contract
price. Such bridging loan is targeted to be repaid around May 2008, or earlier if Panmax refinances
the bridging loan with a third-party financial institution. Upon such refinancing, the bridging loan
provided by our Company would be discharged and we would be paid in full. On 19 June 2007, the
entire issued share capital of Panmax, comprising 100 nil-paid shares of par value US100each,wastransferredtoInfiniteAssetfromthenomineecompanythenholdingsuchshares.Withthecompletionofthetransfer,Panmaxbecameawholly−ownedsubsidiaryofInfiniteAsset.Subsequently,InfiniteAssetpaidanaggregateamountofUS10,000 in respect of the then-unpaid
amounts on the shares, upon which the shares became fully-paid shares in the capital of Panmax.
Upon transfer of Panmax to the Akebono Fund, Infinite Asset has undertaken to indemnify us from
all claims which may arise from any default by Panmax of its obligations under the Shipsales
Contract. Such indemnity is supported by a share charge given by Infinite Asset in favour of our
Company over the entire share capital of Panmax. In the event of any default by Infinite Asset on
its obligations under its indemnity to us, the share charge allows us to take over the ownership of
the shares of Panmax on the tenth day after any such default by Infinite Asset. Our Directors
believe that the exposure of our Company in giving the guarantee to Xing Long would be mitigated
since we would, in the event of any default by Infinite Asset under its indemnity, be entitled to take
possession of Panmax, which we may subsequently sell to other third-parties. It is the commercial
intention of our Company that such sale would only take place if a replacement guarantee is
obtained from the buyer of the vessel, to replace the guarantee given by our Company to Xing
Long (subject to the credit standing of the replacement guarantor being acceptable to Xing Long).
In addition, our Directors believe that the likelihood of a default by Panmax is mitigated by the fact
that a material portion of the additional funds required by Panmax to fulfil its payment obligations
under the Shipsales Contract would be provided by further issuances of Performance Notes by the
Akebono Fund to investors who have already committed to subscribe for a total of US42.9millionprincipalamountofPerformanceNotes,fromtimetotimeuptoApril2010,ofwhichUS11.5
million is intended to be utilised towards funding the payment obligations of Panmax. Nonetheless,
in the event of a default by Panmax of its payment obligations under the Shipsales Contract, the
GENERAL INFORMATION ON OUR GROUP
98


commercial intention of our Company is to enforce the share charge and acquire Panmax in
accordance with the terms thereof. Depending on market conditions, our Company may either sell
the shipbuilding contract or continue the shipbuilding contract and take delivery of the vessel. If we
acquire Panmax and take delivery of the vessel, we would then have the option to charter it out to
third-party or sell it in the open market. These would, again, depend on the prevailing market
conditions at the time. As at the Latest Practicable Date, the net asset value of Infinite Asset was
US7.7million.InfiniteAssetisashipholdingSPCanditsonlymaterialassetsarecurrentlyPanmaxTankerS.A.(whichwillownaproducttanker)andSenticLimited(whichownsabulkcarrier).DistressedAssetsInvestmentWestartedtoinvestdirectlyindistressedassetsin1998tocapitaliseonopportunitiesforustouseourowncapitaltopurchaseNPLsandotherdistressedassetsinAsia(excludingJapan)includingthePRC,HongKong,Thailand,Malaysia,Indonesia,thePhilippinesandKorea.WeusuallyinvestinNPLsthroughspecialinvestmentfundvehiclesestablishedbyusandwhichissuePerformanceNotestoUni−Asiaitselfandselectedinstitutionalco−investorstoraisefundingfordistressedassetsinvestments.OurNPLinvestmentstrategyistoleverageonournetworkofindustrycontactstofindopportunitiesthatsatisfyourcriteriaofhighcashflowgenerationandasignificantassetbaseonwhichwecangetsecurity.Opportunitiesaresourcedthroughanetworkofindustrycontactswhichincludefinancialinstitutions,suchasbanks,andaccountingfirmsactiveinNPLtransactions.WeaimtorecovertheNPLsandexittheinvestmentstorealiseareturnthroughvariousdebtrecoverypolicies.DebtcollectionandmonitoringofindividualNPLtransactionsareappliedeitherthroughanagentbank,receiverorliquidator,orledbyusiftheassetislocatedinthePRC,TaiwanorHongKong.WefocusontherecoveryofthedebtrepaymentsundertheNPLs.WedonotactivelyengageinthesecondarytradingofNPLsinwhichwebuydistressedassetswiththespecificpurposeofon−sellingtoanotherpurchaserofNPLs.Between1998and2004,wemadesixdirectinvestmentsthatincluded24NPLaccountswithavalueofapproximatelyUS30.5 million and realised a return of over eight times our investment
within the period of approximately six years.
We also invest in distressed assets through AAA, a Cayman Islands incorporated investment
vehicle that is held by a charitable trust. AAA functions independently from Uni-Asia in accordance
with recognised corporate principles. AAA was incorporated in the Cayman Islands on 26 July
2001, and registered in Hong Kong on 14 August 2001. It has two distressed assets investment
funds, AAA Series I Fund and AAA Series II Fund, funded by the issuance of Performance Notes
to us and a third-party independent Japanese financial institution. AAA Series I Fund and AAA
Series II Fund were established in August 2001 and July 2003 respectively.
The Performance Notes under the AAA Series I Fund and the AAA Series II Fund obligate the
holder to provide the committed investment amount to the fund over a two-year drawdown period
as the fund calls for funds to invest. Proceeds from the recovery of NPLs are distributed to
performance noteholders semi-annually at the discretion of the fund.

AAA Series I Fund 
AAA Series I Fund is a distressed assets investment fund with the financial capability to invest up
to US5.0millionwithafive−yeartermandtwo−yeardrawdownperiod.ThisfundhasclosedandthePerformanceNoteshavebeenfullyredeemed.WecommittedUS1.0 million as principal when
the AAA Series I Fund was started in August 2001. AAA Series I Fund had an internal rate of
return of approximately 156.6% from its inception in 2001 to 31 December 2006 based on 22 NPL
investments, each representing an NPL account. The AAA Series I Fund has expired as at the
Latest Practicable Date.
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99



AAA Series II Fund
AAA Series II Fund is a distressed assets investment fund with the financial capability to invest up
to US15.0millionwithafive−yeartermandtwo−yeardrawdownperiodduetoexpireinSeptember2008.WecommittedUS5.0 million as principal when the AAA Series II Fund was formed in July
2003.
AAA Series II Fund has made 19 NPL investments representing 58 NPL accounts since July 2003
to the Latest Practicable Date. The two-year drawdown period ended in July 2005 and the recovery
period will end in July 2008.
The AAA Series I and AAA Series II Funds target distressed or non-performing loan opportunities in Asia
(excluding Japan) in the manufacturing, leasing, finance and hotel property sectors. The aim is to realise
an investment return of over 20% within a 1-5 year time horizon. As at 31 December 2006, the PRC and
Hong Kong accounted for approximately 80.2% of the total nominal value of AAA’s NPL investments of
US$70.3 million and the rest are located in Thailand, Indonesia, Korea, Malaysia and the Philippines.
We also act as the administrator of the distressed assets investment funds providing administration
services such as monitoring, book-keeping and reporting services. We earn an administration fee on the
drawdown of funds (for investment into NPLs) and an incentive fee for investment out-performance
against a target hurdle rate. We also earn an agency fee for services to be provided in our capacity as
the registrar and the fiscal agent of the funds.
We have made arrangements with an administrative services provider in the PRC to carry out
administrative and clerical services (such as appointment booking and minute taking), including any
administrative work or liaison work with our PRC contacts. Other than the registration with the
Administration for Industry and Commerce of Guangzhou (as stated in the section entitled “General
Information on our Group – Regulations governing our Group’s activities in Hong Kong, Japan, Singapore
and the PRC – Scope of our activities in the PRC” in this Prospectus), we do not require any registration
or licensing under PRC law for our activities in the PRC that arise only from the management and
administration of the debtors of our NPLs who are located in the PRC.
Selected key transactions completed include:
Restructuring and recovery of a leasing company in the PRC: We acquired a 40% equity interest in a joint
venture leasing company in the PRC in 1998 and took over the management of the restructuring and
recovery exercise of the joint venture’s non-performing assets. The joint venture leasing company was
sold to a third-party in 2004.
Liquidation of Pacific Leasing: We acquired the NPLs of Pacific Leasing, a sino-foreign joint venture
leasing company in Shanghai, in 1999. Pacific Leasing was an independent third-party company
incorporated in the PRC. In 2000, Pacific Leasing’s license expired and it entered into a period of
voluntary liquidation. We became the largest creditor with a 31.1% exposure to Pacific Leasing’s total
debt. The recovery measures and efforts taken by us were successful and highlighted our strong workout
techniques and strategies. Pacific Leasing set a precedent in Shanghai as:

the first bankruptcy case applied by overseas creditors

the first bankruptcy case against a sino-foreign joint venture leasing company in the PRC

the first bankruptcy case against non-bank financial institutions licensed by MOFTEC
The case was accepted by the court, and Uni-Asia and related parties finalised the lawsuit successfully in
December 2002. Our Company has recovered 22.59% out of the total registered debt owed to us by
Pacific Leasing. Following the liquidation of Pacific Leasing, there were no further outstanding amounts
that remained recoverable.
GENERAL INFORMATION ON OUR GROUP
100


Property Investment
Property Investment and Management - Japan
We invest in real estate in Japan through Capital Advisers. Capital Advisers focuses on investment in and
management of residential and hotel related real estate assets in Japan. It seeks investments across a
range of locations with a focus on balanced risk and return. Capital Advisers was established in 1998 as
our wholly-owned subsidiary. In May 2003, Capital Advisers raised Yen 985 million (or approximately
US$8.2 million) in shareholders’ equity capital from a number of independent third-party investors as part
of its strategic expansion. Our shareholding interest in Capital Advisers was diluted to 44.8% and as a
result, Capital Advisers became our associated company.
Capital Advisers, by itself or in cooperation with its business partners, looks for the appropriate property
to invest in. At the initial stage of the investment, it arranges the investment structure, establishes a SPC
which owns the property in the form of a trust, arranges equity contribution to the SPC, arranges non-
recourse loan from financial institutions on behalf of the SPC. Capital Advisers itself may invest in the
SPC as a minority investor. Capital Advisers also acts as the asset manager of the assets owned by the
SPC and manages the SPC’s assets including the invested property on behalf of the SPC, eventually on
behalf of the investors. At the end of the investment period or sometimes during the investment period, in
order to maximise investors’ return, Capital Advisers also engages in a selling procedure as the asset
manager. Capital Advisers manages over Yen 58.5 billion (or approximately US491.9million)inassetswhichincludesacontributionofapproximatelyYen2.0billion(orapproximatelyUS16.8 million) of its
own capital as at the end of 2006.

Property Investment - Japan
In 2000, we, through our then wholly-owned subsidiary Capital Advisers, established an investment
partnership with Grosvenor Asia to invest in residential properties in Tokyo.
The Grosvenor Group is an international property development and investment group. It has
regional operating companies covering Australia, Asia Pacific, the Americas, Britain and Ireland
and Continental Europe and an international fund management business which operates across all
these markets.
The investment partnership was followed by the establishment of the GCAP Fund in 2004. The
GCAP Fund is jointly managed by Grosvenor Asia and Capital Advisers through Grosvenor Capital
Advisers Fund Management Co., Ltd. and is anticipated to grow to more than Yen 20 billion (or
approximately US194.4million)whenfullyinvestedbasedonitshistoricalborrowingcapabilityandcommittedequityfundsofYen6.3billion(orapproximatelyUS61.2 million).
The equity size of each investment fund ranged from US1.4milliontoUS38.5 million. The equity
investors to the funds are financial institutions, real estate companies and corporations mainly
based in Japan and Southeast Asia. Capital Advisers itself invested Yen 2.0 billion (or
approximately US$16.8 million) as a minority equity investor as at 31 December 2006.

Hotel Properties Investment - Japan
In 2001, Capital Advisers directed its attention to the asset investment/management business in
the hotel property sector. In the hotel property sector, Capital Advisers focuses mainly on
investment in limited-service hotels. The number of hotels in which Capital Advisers has been
engaged in as asset manager and invested in as minority investor totalled 11 by the end of 2006.
Capital Advisers, as the asset manager in hotel property investments, employs a team which is
experienced in the hotel sector and not only manages the hotel assets but also monitors the hotel
operation itself. The total asset of the hotel investments was over Yen 16.9 billion (or approximately
US$142.5 million) as at 31 December 2006. The total equity invested was about Yen 5.4 billion (or
approximately US$45.5 million), of which Capital Advisers’ interest ranged from 5.0% to 51.9%. In
GENERAL INFORMATION ON OUR GROUP 
101


relation to the hotel property investment, in 2004, Capital Advisers invested in another asset
management company engaged in Japanese real estate investment trust which specialises in hotel
properties and which was listed in Japan on 14 June 2006. In view of Capital Advisers’ growth and
expansion strategy, they may from time to time consider various fund raising options, such as new
equity injection. In the event of a new equity injection, our interest in Capital Advisers may be
diluted.

Residential Investment - Japan
Since February 2004, Capital Advisers has also been engaged in the investment in and asset
management of residential properties, with a focus on small-size studio apartment buildings. The
number of these type of buildings managed and/or invested in by Capital Advisers reached 10 in
2004, 31 in 2005 and 50 in 2006.
Capital Advisers earns an arrangement, asset management and administration fee for its services
as the asset manager of the property investment portfolio. It also participates in the return to
investors in the portfolio as a minority equity investor in the property investment funds.
Principal Investments in Properties - PRC
In January 2007, we established a wholly-owned property investment company, Uni-Asia Guangzhou, in
Guangzhou, Guangdong Province, the PRC, with a paid-in capital of US$3.0 million. Our Group will
continue to explore property investment opportunities in the PRC under new property guidelines
introduced by the PRC government in July 2006, and property investment opportunities in Southeast
Asia. At the end of June 2007, Uni-Asia Guangzhou completed the acquisition of 14 office units with
gross floor area of 1,304 sq m of the China Shine Plaza, a commercial development in the Tianhe
commercial district in Guangzhou. We intend to lease the office units to third-parties.
SALES AND MARKETING
We conduct sales and marketing activities out of our three offices in Hong Kong, Japan and Singapore.
We use our network of industry contacts and existing client base, built up from over nine years of
establishing the business to source for investment opportunities. Most marketing activities in structured
finance advisory are done directly where senior professionals meet existing and potential clients to
provide proposals for transactions or advice on existing deals. We also receive referrals from our existing
clients and business partners with whom we have developed relationships.
Co-investors of the direct investment funds we invested in are sourced primarily through our broad
network base and client relationships. Our Directors believe that we have repeatedly demonstrated an
ability to secure ties with strategic partners and co-investors in each of our Alternative Assets investment
funds due to our extensive contact base. Likewise, deals are also sourced through our internal contact
base along with sourcing agents and industry referrals.
MAJOR CLIENTS 
For FY2004, FY2005 and FY2006, we generated total fee income from our five largest clients of
approximately US5.0million,US9.9 million and US$8.8 million, respectively, representing 90.2%,
80.8% and 89.2% of our total fee income during the corresponding period. The aggregate fee income
received from our clients as a proportion of our total income was approximately 34.1%, 54.1% and 45.4%
for FY2004, FY2005 and FY2006 respectively.
GENERAL INFORMATION ON OUR GROUP
102


The following table sets forth our clients who account for 5% or more of our total fee income received for
FY2004, FY2005 and FY2006 below:
As a percentage of total fee income (%)
Name of Clients 
FY2004
FY2005
FY2006
CIDO Holding Co., group of companies(1)
–
16.1
–
Dainichi-Invest Corporation(2)
–
17.5
–
Evergreen Group(3)
29.4
11.6
34.8
Mitsubishi Heavy Industries(4)
–
9.0
22.1
Niki Shipping Company INC(5)
6.6
–
–
P
.T. Berlian Laju Tanker TBK(6)
9.2
–
–
Wisdom Marine Lines S.A.(7)
–
–
5.6
Funds and joint ventures set up by us 
AAA Strategic Investment Limited
5.4
5.7
6.7
Container Vessel Fund(8)
–
16.1
–
Searex Asset Management Ltd
39.5
19.5
19.9
Notes:
(1)
Korea-based shipping group
(2)
Japanese shipping company
(3)
Taiwan-based transport conglomerate in aviation and shipping
(4)
Japanese ship/transport equipment conglomerate
(5)
Greek shipping company
(6)
Indonesian shipping conglomerate, listed on the SGX-ST, Jakarta Stock Exchange and Surabaya Stock Exchange
(7)
Taiwanese shipping company
(8) 
Comprising Falcon Containership S.A , Fortitude Containership S.A. and Union Containership S.A.
Save as disclosed in the section entitled “Interested Person Transactions” in this Prospectus, none of our
Directors or Substantial Shareholders is related to or has had any interest in clients who accounted for
5% or more of our total revenue for FY2004, FY2005 and FY2006.
BUSINESS PARTNERS 
Relationship with HSH Nordbank
We have a close working relationship with HSH Nordbank, one of our shareholders and the largest
shipping bank in the world focusing on container vessels, tankers, bulk carriers and roll-on-roll-off ships.
HSH Nordbank has a strong presence in Germany, Scandinavia, Greece, and the United States, although
clients from across Europe and Asia represent a significant portion of their credit portfolio. We act as a
marketing intermediary for HSH Nordbank in Asia in sourcing maritime transactions and also partner
HSH Nordbank in arranging debt syndication.
A recent example where we and HSH Nordbank worked in partnership was in arranging the US$127.8
million term loan facilities for CIDO Holding Co., Ltd. to finance the purchase of ships. We and HSH
Nordbank as joint coordinating arrangers, project-managed the transaction and marketed the transaction
to debt syndicate lenders. HSH Nordbank was also the senior lender being the underwriter to the loan.
In addition, HSH Nordbank was a co-lender in the Searex Series I Fund.
GENERAL INFORMATION ON OUR GROUP
103


Relationship with Exeno Yamamizu
We and Exeno Yamamizu have jointly managed the Searex Series I Fund since the end of 2003 where
we have acted as administrator, registrar, fiscal agent and sometimes finance arranger for transactions
and Exeno Yamamizu has been overall project manager. Exeno Yamamizu is one of the largest shipping
brokers in Asia and their client network covers major shipping companies. This cooperation has brought
us a broader market coverage in terms of chartering and sale and purchase of vessels. A new joint
venture company, Uni-Ships and Management Limited, was established in 2005 to carry out the
responsibilities of project manager for Searex Series II Fund.
Relationship with Grosvenor Asia 
Grosvenor is an international property development and investment group. It has regional operating
companies covering Australia, Asia Pacific, the United States, Britain and Ireland and Continental Europe
and an international fund management business which operates across all these markets. Grosvenor
invests in and manages offices, shopping centres, retail, residential and industrial property. Anchored by
its ownership and management of the Mayfair and Belgravia estates in Central London, Grosvenor is one
of the largest, private real estate companies in the UK and has been operating in Asia for over 10 years.
In 2000, we and Grosvenor Asia jointly established an investment partnership with another investor to
invest in residential properties in Tokyo. This was followed in 2004 with the establishment of the GCAP
Fund. The fund is jointly managed by Grosvenor Asia and Capital Advisers through Grosvenor Capital
Advisers Fund Management Co., Ltd.
Relationship with CMTB
CMTB is one of the largest trust banks in Japan and our 10.7% Shareholder. We collaborated with CMTB
through Capital Advisers, our then wholly-owned subsidiary, to invest in property projects in Japan and in
addition, CMTB has been cooperating with Capital Advisers on various other transactions such as
transfer agency and lending arrangements since 2002.
INTELLECTUAL PROPERTY
We market our services under our “Uni-Asia” logo and name as shown below:
Uni-Asia Finance Corporation
GENERAL INFORMATION ON OUR GROUP
104


We are the registered proprietors of our “Uni-Asia” logo. As at the Latest Practicable Date, the details
relating to the registration of our trademark are as follows:
Place of
Registration
Registration
Trademark
Application
Class
number
Date
Status
Uni-Asia device 
Hong Kong
35(1) and 36(2)
300421091
17 May 2005
Registered
“UNI-ASIA FINANCE
Hong Kong
35(1) and 36(2)
300421073
17 May 2005
Registered  
CORPORATION”
Hong Kong
35(1) and 36(2)
300421082
17 May 2005
Registered  
“UNI-ASIA FINANCE
Japan
35(1) and 36(2)
4911813
2 December 2005
Registered 
CORPORATION”
Uni-Asia device
Japan
35(1) and 36(2)
4914362
9 December 2005
Registered  
Uni-Asia device
Taiwan
35(1) and 36(2)
01199347
1 March 2006
Registered  
“UNI-ASIA ”
Taiwan
35(1)
01212538
1 June 2006
Registered   
Taiwan
36(1)
01212539
1 June 2006
Registered  
Uni-Asia device,
PRC
35(1) and 36(2)
–
–
Application 
“UNI-ASIA FINANCE
submitted on 
CORPORATION” and
17 June 2005, 
Pending(3)
Uni-Asia device
Singapore
35(1)
T05/08232H 
19 May 2005
Registered 
Uni-Asia device
Singapore
36(2)
T05/08233F
19 May 2005
Registered 
“UNI-ASIA FINANCE
Singapore
35(1)
T05/08206I
19 May 2005
Registered 
CORPORATION”
“UNI-ASIA FINANCE
Singapore
36(2)
T05/08207G
19 May 2005
Registered 
CORPORATION”
Notes:
(1)
Class 35 relates to business management and organisation consultancy and business management assistance.
(2)
Class 36 relates to, inter alia, financial consultancy, financial planning services, investment advisory services, investment
management services, management of funds, assets and trusts for others, debt financing, provision and financing of loans,
real estate management, and banking services.
(3)
Currently, we have no reason to believe that the trademark application in the PRC will be declined by the relevant authorities
in the PRC, and we are not of the view that the delay in the trademark registration in the PRC would pose a material risk to
our Company’s financial performance.
INSURANCE
As at the Latest Practicable Date, we have in place insurance policies in respect of the following (subject
to exceptions and exclusions and the conditions of the respective policy):
(i)
personal accident, medical and travel insurance policies for our employees as well as employees’
compensation insurance;
(ii)
office insurance against, inter alia, loss of or damage to property and interruption of the operations
of business;
GENERAL INFORMATION ON OUR GROUP
105


(iii)
burglary insurance against loss by theft or burglary or any damage to our property or to our
premises that arose due to any such theft and burglary or to any attempted threat in respect of our
current manufacturing facility and the office equipment, furniture, fixtures and fittings located
therein; and
(iv)
Protection and Indemnity insurance as well as hull and machinery insurance for the vessels owned
by ship investment funds/companies that we invested in.
Our Directors believe that the above insurance policies are adequate for our business.
REGULATIONS GOVERNING OUR GROUP’S ACTIVITIES IN HONG KONG, JAPAN, SINGAPORE
AND THE PRC
Overview
Scope of our activities in Hong Kong 
Our operations are principally conducted from Hong Kong, although the activities which we carry on in
Hong Kong do not comprise activities that require our Company or any of our subsidiaries to be licenced
in Hong Kong.
Structured Finance 
In relation to our structured finance business, we act as an arranger of financing, but do not ourselves
lend money to third-parties. We are accordingly not required to be regulated under the Banking
Ordinance (Cap. 155 of the Laws of Hong Kong) nor do we require a licence for the purposes of the
Money Lenders Ordinance (Cap. 163 of the Laws of Hong Kong).
In relation to the advice which we impart to third-parties in relation to our structured financing activities,
such advice does not constitute advising in relation to securities for the purposes of the SFO as the
relevant products arranged for third-parties comprise bank loans, finance leases or other banking-specific
products. Moreover, such advice does not amount to corporate finance advice for the purposes of the
SFO, again because the relevant products do not constitute securities as defined in that Ordinance.
Alternative Assets Investment 
In relation to the fund structures which we have devised and established for the purposes of effecting
investment by us, as principal, and by co-investors, in both ships and NPLs (and other distressed assets),
the various roles performed by us do not fall to be regulated under the SFO.
We act as administrator, registrar and fiscal agent of the two funds, the Searex Series I Fund and the
Searex Series II Fund, dedicated to investment in ships, and the two funds, the AAA Series I Fund and
the AAA Series II Fund, dedicated to investment in distressed debt assets, being typically NPLs.
Each of the fund vehicles, namely Searex and AAA, is a limited liability company, in each case, managed
by the board of directors of the relevant company. It is the responsibility of each such board to originate
and implement all transactions relevant to the fund, including acquisitions and disposals of the underlying
investments. In this regard, prior to implementing any such transaction, the relevant fund vehicle reports
to a monitoring committee that represents the parties who have invested in the underlying notes (namely,
the Searex Series I Notes and the Searex Series II Notes, or the AAA Series I Notes and the AAA Series
II Notes, as the case may be).
The composition of the monitoring committee of the Searex Series I Fund comprises five individuals, two
of whom are our representatives (the other three being the representatives of other investors in the
Searex Series I Notes). The composition of the monitoring committee of the Searex Series II Fund
comprises seven individuals, one of whom is our representative (the other six being the representatives of
other investors in the Searex Series II Notes). In cases where the relevant fund (Searex Series I Fund
and Searex Series II Fund) proposes to implement any investment related matter, such as acquiring or
disposing the shares of a single purpose vehicle, itself owning a ship, Searex prepares a report for the
monitoring committee which, having raised any queries, has the right to issue, or not issue, a “notice of
GENERAL INFORMATION ON OUR GROUP
106


awareness”. Should such a notice be issued, Searex may, but is not obliged to, proceed with the
transaction. If such a notice is not issued, Searex would internally consider suitable modifications be
made to the proposal such that it might become acceptable to the investors. The monitoring committee for
the Searex Series I Fund and the Searex Series II Fund acts on the basis of a simple majority of its
monitoring committee members, and is therefore not under our control.
In the case of the AAA Series I Fund and the AAA Series II Fund, each is operated along lines similar to
those described above. Accordingly, management of both such funds resides in the board of directors of
AAA itself. The monitoring committee applicable to both the AAA Series I Fund and the AAA Series II
Fund comprises three individuals, two of whom are our representatives. All decisions of the monitoring
committee concerning the issue, or not, of a “notice of awareness” require the unanimous consent of the
committee’s members, meaning that the monitoring committee is not under our control.
Our Directors have given due consideration to the question of whether or not any of the activities of our
Company fall under the regulation of SFO and are aware, in particular, that the following constitute
“regulated activities”:

dealing in securities (requiring a type 1 licence);

advising on securities (requiring a type 4 licence);

asset management (requiring a type 9 licence).
Our Directors are satisfied that we do not perform any activity that is regulated under the SFO, in which
regard, our Directors confirm that Uni-Asia does not deal in or manage assets for and on behalf of the
relevant funds, either in our capacity as administrator or as one of the parties represented on the various
monitoring committees. Moreover, our Company does not provide any form of investment advice to the
funds in relation to their respective investment decisions.
Finally, our Directors have noted that, in any event, the underlying assets of both the Searex Series I
Fund and the Searex Series II Fund and both the AAA Series I Fund and the AAA Series II Fund would
not, generally, be considered as “securities” for the purposes of the SFO. In the case of the Searex Series
I Fund and the Searex Series II Fund, the underlying investments are made through special purpose
vehicles, each a private company (within the meaning of section 29 of the Companies Ordinance) which,
in turn, owns the underlying ship. Securities in such private companies are expressly exempted from the
definition of securities in the SFO. Moreover, the underlying assets of the AAA Series I Fund and the AAA
Series II Fund generally comprise NPLs, being assets that would not ordinarily be considered as
securities for the purposes of the SFO.
In relation to our Company’s role as subscriber to the Funds, a money lender’s licence is not considered
by our Directors to be necessary as our Company’s ordinary business does not primarily or mainly
involve the lending of money, in the ordinary course of that business.
Scope of our activities in Japan 
We have one subsidiary in Japan, Uni-Asia Finance Corporation (Japan), involved in finance arrangement
in Japan and the provision of related advisory services.
Uni-Asia Finance Corporation (Japan) has obtained a registration from the Governor of Tokyo Prefecture
to carry on the business of money lending (the registration being transliterated as a “Kashikingyo
Touroku”). The registration which expired on 26 December 2006 was renewed and extended to 26
December 2009 and remains in full force and effect. So far as our Directors are aware, no other licences
or registrations are necessary for Uni-Asia Finance Corporation (Japan) to carry on its business in
accordance with its current scope and practice.
However, Uni-Asia Finance Corporation (Japan) will have to apply for newly created registration under the
new Financial Instruments and Exchange Law (the “Law”) (presently the Securities and Exchange Law) if
it will be engaged in the solicitation to potential clients to acquire interest in general or limited partnership
or Tokumei Kumiai. The new Law extends the coverage of the regulation to such interest which has not
been regulated. The major part of the Law, including the registration regulation will enter into force on
such date on or before 13 December 2007 as will be designated by the Cabinet Order.
GENERAL INFORMATION ON OUR GROUP
107


In addition, we have a 44.8% interest in Capital Advisers Co., Ltd., a company which invests in and
manages certain real estate assets, including hotel and residential properties.
Capital Advisers has obtained:
(i)
a registration from the Governor of Tokyo Prefecture to carry on the business of money lending (the
registration being transliterated as a “Kashikingyo Touroku”). The current registration expires on 17
September 2007 and remains in full force and effect;
(ii)
a Housing and Property Dealer Licence (transliterated as a “Takuchi Tatemono Torihikigyo
Menkyo”) which expires on 30 August 2007 and remains in full force and effect; and
(iii)
a registration from the Prime Minister to carry on the business of selling interest in the various trust
funds (such registration being transliterated as “Shintaku-Juekiken Hanbaigyo Touroku”) which
expires on 17 May 2008.
However, Capital Advisers will in the future have to apply for newly created registration under the new
Financial Instruments and Exchange Law mentioned above, unless it changes the modes of transactions
it structures. The new Law extends the coverage of regulation to such products as have not been under
any regulation. Also, the above “Shintaku-Juekiken Hanbaigyo Touroku” will be abolished and uniformly
regulated with other business of financial products under the new Law. We understand that Capital
Advisers intends to seek registration under the new Law. When such registration is granted under the new
Law, its existing registration from the Prime Minister to carry on the business of selling interest in the
various trust funds (“Shintaku-Juekiken Hanbaigyo Touroku”) will be superseded and will automatically
expire. As such, Capital Advisers will not maintain their current registration alongside the new registration
under the new Law (when granted).
We also understand that Capital Advisers intends to renew the registration from the Governor of Tokyo
Prefecture to carry on the business of money lending, as well as the Housing and Property Dealer
Licence upon their expiry.
So far as our Directors are aware, no other consents, licences, registrations or the like are necessary or
required for Capital Advisers to carry on its business in accordance with its current scope and practice. In
any event, Capital Advisers is no longer our wholly-owned subsidiary and is only our associated
company.
Scope of our activities in Singapore 
We have one subsidiary in Singapore, Uni-Asia Capital (Singapore) Limited, whose principal businesses
are:
(i)
to provide loans to shipping clients, typically secured by vessel mortgages;
(ii)
to arrange ship chartering; and
(iii)
to provide project management.
Uni-Asia Capital (Singapore) Limited acts as administrator, registrar, fiscal agent and project manager to
Akebono Capital Limited, which is the issuer of the Performance Notes in relation to the Akebono Fund.
Akebono Capital Limited is a limited liability company, managed by its board of directors. It is the
responsibility of the board to originate and implement all transactions relevant to the fund, including
acquisitions and disposals of the underlying investments. Prior to implementing any such transaction, the
board will consult the monitoring committee that represents the parties who have invested in the
underlying notes. The board of Akebono Capital Limited prepares a report for the monitoring committee
which, having raised any queries, has the right to issue, or not issue, a “notice of awareness”. Should
such a notice be issued, Akebono Capital Limited may, but is not obliged to, proceed with the transaction.
If such a notice is not issued, Akebono Capital Limited would internally consider suitable modifications be
made to the proposal such that it might become acceptable to the investors.
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108


The composition of the monitoring committee comprises four individuals, one of whom is our
representative (the other three being the representatives of other investors in the Akebono Fund),
meaning that the monitoring committee is not under our control. The monitoring committee for the
Akebono Fund acts on the basis of a simple majority of its monitoring committee members, except where
unanimous approval of all the representatives of the monitoring committee is required in relation to
certain cases such as the proposal by the issuer of the Performance Notes for any modification of any
provision of the administration and project management agreement or any arrangement in respect of the
obligations of the issuer thereunder.
In the case of a transaction with an affiliate of any sponsor of the Akebono Fund, namely Mitsui & Co.,
Ltd, Exeno Yamamizu and our Company, a valuation of the relevant asset from a professional valuer
(other than the sponsor) or from other persons (if approved by the representatives of the monitoring
committee (other than those nominated by the sponsor whose affiliate will be involved in the transaction))
shall be obtained, unless such requirement is waived by representatives of the monitoring committee
(other than those nominated by the Sponsor whose affiliate will be involved in the transaction).
With regard to the business of providing loans to shipping clients, Uni-Asia Capital (Singapore) Limited
has obtained a renewal of its Certificate of Exemption under Section 36 No. 1752 dated 4 November
2004, issued by the Government of Singapore pursuant to the Moneylenders Act, Chapter 188 of
Singapore (the “Moneylenders Act”).
Uni-Asia Capital (Singapore) Limited first obtained a Certificate of Exemption dated 14 January 2002 and
which was effective from 4 January 2002 and expiring on 3 January 2008. The Certificate of Exemption
provides an exemption to Uni-Asia Capital (Singapore) Limited from compliance with the provisions of the
Moneylenders Act in respect of loans granted to finance or re-finance the purchase of a vessel(s),
vessel’s engines, vessel’s parts and related equipment and components, for commercial or industrial
purposes and/or for working capital in connection with which the vessel is inter-alia granted as security
for the loan and/or generally in connection with ship finance. Uni-Asia Capital (Singapore) Limited did not
provide any loans in Singapore prior to obtaining the Certificate of Exemption.
So far as our Directors are aware, apart from the exemption referred to above, no other consents,
licences, registrations or the like are necessary or required for Uni-Asia Capital (Singapore) Limited to
carry on its business in accordance with its current scope and practice.
Scope of our activities in the PRC
We have one subsidiary in the PRC, Uni-Asia Guangzhou, involved in property investment and
management.
Uni-Asia Guangzhou has earlier obtained approval for the establishment of the company from the Bureau
of Foreign Trade and Economic Cooperation of Tianhe District, Guangzhou Municipality and was duly
registered with the Administration for Industry and Commence of Guangzhou. Uni-Asia Guangzhou can
carry on the business of leasing, operating and management of its owned properties according to the
requirements under the business licence issued by the Administration for Industry and Commence of
Guangzhou (which will expire on 9 January 2037) and within the approved scope of business.
So far as our Directors are aware, no other consents, licences, registrations or the like are necessary or
required for Uni-Asia Guangzhou to carry on its business in accordance with its current scope and
practice.
SEASONALITY
There is no apparent seasonality observed within the industries in which we operate. However, we
experience some seasonality in the recognition of profits. We concentrate on marketing and sales
activities in the first half of each financial year and typically only complete our transactions and profits
from such transactions are only realised and recorded in the second half of the financial year.
GENERAL INFORMATION ON OUR GROUP
109


COMPETITION
Our Directors believe that competition in our industry is intense and we have to compete with companies
that may have wider name recognition, more resources, a broader range of services including the ability
to provide debt directly, as well as arranging it, and a longer operating history than us.
Our Directors believe we face competition from the finance arrangement departments of commercial
banks and investment banks, funds that make direct investments into Alternative Assets and property
companies that make secondary acquisitions of property.
The market in Asia for finance arrangement and direct investments is very competitive and many financial
institutions operate in our key geographical markets of Hong Kong, the PRC, Japan and Singapore. Our
Directors do not believe any of our competitors have the exact same mix and focus of business as us,
however each of our competitors tends to compete with us on a particular type of activity, such as only in
finance arrangement or only in direct investment into ships, NPLs or property.
Our Directors believe that we are able to effectively compete with our competitors based on our focus on
our strengths (as stated in the section entitled “General Information on our Group – Competitive
Strengths” of this Prospectus) and by providing our customers with a level of service that meets or
exceeds their expectations, hence leading to repeat business from satisfied customers, as well as
referrals from them for new business opportunities.
Our Directors have identified the following competitors in each area of our business:
Area of business
Competitors
Structured finance
Banks, financial advisory and consulting firms, hedge funds, leasing
companies and ship brokers
Distressed assets
Hedge funds
Property investment/management
Property funds, property developers and real estate investment trusts
Ship investment
Shipping companies and shipping trusts
COMPETITIVE STRENGTHS 
We believe that our key competitive strengths are as follows:
Experienced Executive Directors and Management Team
Our Executive Directors and management team are experienced professionals in the structured finance
industry and alternative asset investments. Our co-founders and Executive Directors, Messrs Motokuni
Yamashiro, Kazuhiko Yoshida and Michio Tanamoto co-founded Uni-Asia in 1997. A summary of their
work experience is set out below and further details may be found in the section entitled “Directors,
Management and Staff” in this Prospectus:

Mr. Motokuni Yamashiro is our Chairman and Executive Director. Mr. Yamashiro has over 40 years
of experience in the banking sector. Prior to founding our Company, he was with The Hokkaido
Takushoku Bank since 1967 and was the Chairman of Takugin International (Asia) Limited, the
offshore merchant banking arm of The Hokkaido Takushoku Bank between 1992 to 1997.

Mr. Kazuhiko Yoshida is our Chief Executive Officer and Executive Director. He has over 27 years of
experience in banking and credit analysis, specialising in structured finance of maritime vessels
and aircraft. Prior to founding our Company, he was a senior manager in Sumitomo Trust and
Banking Co., Ltd. following which, he was a director/deputy general manager of Takugin
International (Asia) Limited, the offshore merchant banking arm of The Hokkaido Takushoku Bank,
from 1992 to 1997. Mr. Yoshida is also currently a director of Capital Advisers.
GENERAL INFORMATION ON OUR GROUP
110



Mr. Michio Tanamoto is our Chief Operating Officer and Executive Director. Mr. Tanamoto has over
26 years of experience in banking based in Japan, Hong Kong and Singapore. Prior to founding
Uni-Asia in 1997, he joined The Hokkaido Takushoku Bank in 1980 and was the senior manager of
Takugin International (Asia) Limited, the offshore merchant banking arm of The Hokkaido
Takushoku Bank between 1988 and 1993. Following which, he was the deputy general manager of
the Singapore Branch of The Hokkaido Takushoku Bank from 1995 to 1997.
We believe that we have a clear understanding of our industry requirement and possess a client-driven
focus and an established investment strategy. Our staff is committed to provide value-added and
innovative services to our clients. Our Executive Directors, Executive Officers and employees collectively
own approximately 19.7% of our post-Invitation issued share capital. We believe that this has helped align
their interests with those of our Company and foster a sense of commitment. In addition, we have in place
an employee share option scheme to motivate and foster a stronger sense of ownership amongst our
staff. Please refer to the section entitled “Uni-Asia Share Option Scheme” in this Prospectus for further
details of our Scheme.
We have a successful track record of integrated capabilities in our specialist fields
We have a strong background and experience in finance arrangement and investment in Alternative
Assets. Based on our track record, we have been able to successfully identify opportunities, formulate
structures and execute them effectively. By leveraging on this strength, we focus on activities where our
experience and established relationships provide a competitive advantage. Further details of selected key
transactions may be found in the section entitled “General Information on our Group – Business
Overview” in this Prospectus.
As transport-related finance arrangement and alternative asset investments are specialised fields, we
believe that we are able to achieve the following competitive advantages:

Comprehensive range of value-added and innovative structures
We offer a comprehensive range of services that helps our clients achieve their business and/or
financing objectives. We provide a range of customised structured finance products and services
such as the arrangement of ship and aircraft leases, mortgage financing, charter arrangements for
vessels, tax-enhanced leases and loans and balance sheet management. The availability of such a
broad and comprehensive product range enables us to offer our clients integrated and innovative
solutions. It also allows us to cater to any periodic change in requirements in any of our target
industries.

Scalable execution capabilities
Our business allows us to explore multiple opportunities based on common product requirements
across geographic markets. We are able to leverage on our existing competencies, resources and
network to execute our expansion initiatives into new sectors and across geographical locations.
We believe that we are one of the few industry participants who have in-house capabilities for both
structured finance and Alternative Assets investment. This combination has also allowed us to
develop long-term relationships with and meet the needs of our existing and new clients through
our comprehensive range of services.

Effective internal processes and practices
We have developed internal business processes and practices to enable us to function efficiently
and effectively in our dealings with clients and our approach to other relationships. We believe that
our intimate knowledge of global transport and Alternative Assets markets and trends provides us
with an advantage over our competitors in structuring and investments. We believe that this focus
has allowed us to structure customised solutions to our clients’ requirements. In addition, with our
“boutique” size and lean organisational structure, we are able to function with greater flexibility and
speed in comparison to some of our larger competitors.
GENERAL INFORMATION ON OUR GROUP
111


We are able to leverage on our relationships with our well-established network
We have a well-established and strong network of contacts. The engagement of clients and provision of
services are carried out with the objective of creating and maintaining long-term relationships. In addition
to our client relationships, we have also been able to build other long-term business relationships through
our investments, partners, corporate shareholders and brokers. We have been able, and will continue, to
leverage on these relationships and network to support us in identifying new business opportunities and
in assisting us to formulate new and innovative structures to address the requirements of our business
associates. This has resulted in us obtaining repeat businesses from our existing clients as well as new
referrals from our existing network. The strengths and geographical spread of these relationships enable
us to provide cross-border services to our clients such as the recovery of PRC NPLs acquired from
Japanese banks and ship finance in Asia financed by European financial institutions.
EXCHANGE CONTROLS
Our operations are largely located in Hong Kong, Japan, Singapore and the PRC.
Hong Kong
Pursuant to Article 112 of the Basic Law of the Hong Kong Special Administrative Region of the People’s
Republic of China (Cap 2101), there are no foreign exchange control policies in Hong Kong. The Hong
Kong dollar is freely convertible. Profits, royalties, interest and capital can also be freely converted and
repatriated.
Japan
Foreign exchange matters are regulated by the Law on the Foreign Exchange and Foreign Trade (“FEFT
Law”), and cabinet orders and ministerial ordinances thereunder. Under the FEFT Law, capital
transactions as defined by the FEFT Law including investment from and to Japan as well as trans-border
payments may be freely conducted except for certain extraordinary cases such as transaction with certain
countries or for certain business where permit or notification for review prior to the transaction is required.
Neither our Company nor our Shares fall under such exception. Nevertheless, a report after the
transaction is normally required for a capital transaction exceeding Yen 100 million (or Yen 1 billion for
some transactions) and for a trans-border payment exceeding Yen 30 million except in case of settlement
of international trade. Also, notification prior to the transaction is required for physical import and export of
cash or negotiable instruments exceeding Yen 1 million or of gold exceeding 1 kilogramme.
Singapore
There are currently no exchange controls in Singapore.
PRC
In 1994, the PRC reformed the foreign exchange system, combined the RMB exchange rates, adopted
the bank exchange settlement system and set up a unified inter-bank foreign exchange market.
Since 1 December 1996, the PRC has introduced a new system of foreign exchange control under which
RMB is convertible on current accounts, but strict administrative measures are still in place for capital
account. Foreign exchange is not allowed to circulate or to be used in lieu in the settlement of accounts
except in free trade zones. Any organisation or individual with international balance of payment (including
overseas-invested businesses, foreign financial institutions and the resident PRC offices of foreign legal
persons except for those of international organisations and foreign embassies or consulates) should
declare for statistical purposes their international balances and go through the foreign exchange
settlement and sales procedure when collecting foreign exchange in export and paying foreign exchange
in import. The control over the confirmation of foreign exchange payment to banks in Mainland China and
the control over export tax refund are closely linked.
GENERAL INFORMATION ON OUR GROUP
112


Material Measures
The State Administration of Foreign Exchange (“SAFE”) in the PRC achieves its targets mainly through a
foreign exchange registration system, account categorization system and annual survey system.

Foreign Exchange Registration 
A foreign investment enterprise should, within 30 days after obtaining the business license, apply
for going through the procedure of foreign exchange registration with its domiciled branch of SAFE.
After examining the documents submitted by the enterprises, SAFE shall issue a Foreign
Exchange Registration Certificate for Foreign Investment Enterprises (the “Registration
Certificate”) to the qualified applicant.
After the Registration Certificate is issued, in cases of changes made to name, address and
business scope, share transfers, capital increase, mergers and acquisitions etc., relevant
documents shall be submitted to SAFE for record. The enterprise should also apply for an
amendment of the Registration Certificate.

Foreign Exchange Accounts 
After acquiring the Registration Certificate, the foreign investment enterprise shall open foreign
exchange accounts with designated foreign exchange banks.

Foreign Exchange Annual Inspection 
SAFE shall make annual inspections on the Registration Certificate. Upon completion of the annual
inspection, the Registration Certificate will be valid for a term of one year.
Guidelines to foreign investment enterprises 

Control over foreign exchange receipts and expenditure under current account transactions
“Current account transactions” or 
refer to those components in the current account of
the balance of payments, such as goods, services and unilateral transfer.
All foreign exchange receipts of domestic entities for current account transactions shall be
repatriated and shall not be deposited abroad in violation of the relevant government regulations
without authorisation.
All foreign exchange receipts for current account transactions shall be sold to the designated
foreign exchange banks in accordance with the regulations issued by the State Council on the sale
and purchase of foreign exchange and making payments in foreign exchange, and such receipts
may also be upon approval, deposited in the foreign exchange account at the designated banks for
foreign exchange operations.
Purchase of foreign exchange for current account transactions shall be conducted with the
designated foreign exchange banks, in accordance with the regulations issued by the State Council
on the sale and purchase of foreign exchange and making payments in foreign exchange, upon the
presentation of valid documents and commercial bills.
The collection of export proceeds and the payments for imports in foreign exchange by domestic
entities shall be processed in accordance with the relevant government regulations governing the
verification procedures for export proceeds and import payments.

Control over foreign exchange receipts and expenditure under capital account transactions
“Capital account transactions” or 
refer to the increase and decrease of assets and
liabilities in the balance of payments as a result of the inflow and outflow of capital, including direct
investment, loans and portfolio investment etc.
GENERAL INFORMATION ON OUR GROUP
113


GENERAL INFORMATION ON OUR GROUP
114
Unless otherwise specified by the State Council, all foreign exchange receipts for capital account
transactions shall be repatriated.
All foreign exchange receipts for capital account transactions shall be placed in the foreign
exchange account at the designated foreign exchange banks in accordance with the relevant
government regulations; such receipts can also be sold to the designated foreign exchange banks
upon the approval by the exchange administration agencies.
The source of foreign exchange for overseas investment by domestic entities shall be reviewed by
the exchange administration agencies before the application for such investments is filed for
approval by the relevant government agencies. If approval is granted, remittance of funds shall then
take place in accordance with the regulations on overseas investment issued by the State Council.
External borrowing in loans by foreign investment enterprises shall be filed with the exchange
administration agencies for records.
PROPERTIES
Property interests owned by our Group
Uni-Asia Guangzhou acquired 14 office units with gross floor area of 1,304 sq m of the China Shine
Plaza, a commercial development in the Tianhe commercial district in Guangzhou. Going forward, we will
continue to look for investment opportunities in distressed properties and/or other properties in the PRC
and other parts of Asia. Please refer to the section entitled “General Information On Our Group –
Business Overview – Alternative Assets Investment” in this Prospectus for details on our investments.
Location
Held by
Gross Area
Use of Property
7/F, 9 Lin He Xi Road, Tianhe
Uni-Asia Guangzhou
1,304 sq m
Office 
District, Guangzhou
Property interests leased by our Group
We currently lease the following real properties:
Use of
Location
Tenure
Gross Area
Property
Annual Rental 
Lessor
Suite A, 26.F.,
3 years expiring
10,159
Office of
HK$3,413,424
Given  
Admiralty Centre,
31 October 2008
sq ft
Uni-Asia
Investments  
Tower I, 18 Harcourt 
Finance
Limited
Road, Admiralty, 
Corporation
Hong Kong
ARK Mori Building,
3 years expiring
46.8
Office of
Yen 7,200,888(1)
Mori Building 
West 24F, 1-12-32,
31 July 2009
sq m
Uni-Asia
Co., Ltd.
Akasaka, Minato-ku,
Finance 
Tokyo, Japan
Corporation 
107-6024
(Japan)
Apartment B, 5/F.,
2 years expiring
2,700
Director’s
HK$780,000
Grandchamp  
Twin Brook, No. 43
21 April 2009
sq ft
apartment
Enterprise  
Repulse Bay Road,
Limited 
Hong Kong
Apartment 5B,
2 years expiring
2,375
Director’s
HK$672,000
The Repulse 
Taggart Tower II,
30 April 2008
sq ft
apartment
Bay
The Repulse Bay, 
Company, 
109 Repulse Bay
Limited 
Road, Hong Kong


Use of
Location
Tenure
Gross Area
Property
Annual Rental 
Lessor
261 River Valley Road,
1 year expiring
3,142
Director’s
S$126,000
Chung Swee 
#16-17 Aspen Heights,
31 October 2007
sq ft
apartment
Kiat  
Singapore 238307
Flat F1, 5/F., Block F,
2 years expiring
1,988
Expatriate
HK552,000ProfitPowerBeverlyHill,No.624January2009sqftapartmentInternationalBroadwoodRoad,LimitedHongKongFlatA,10/F,Tower9,2yearsexpiring1,438ExpatriateHK642,000
Chang Tze-  
The Leighton Hill, 
11 October 2008
sq ft
apartment 
Kwan
2B Broadwood Road, 
Hong Kong 
Flat 04, 14/F,
2 years expiring
1,898
Expatriate
HK504,000SilverNicetySunningCourt,9February2009sqftapartmentCoLtd8HoiPingRoad,CausewayBay,HongKong8ShentonWay,3yearsexpiring236OfficeofS165,303.84
MGP Raffle
#37-04, 
30 November 2009
sq m
Uni-Asia
Pte. Limited
Singapore
Capital
068811
(Singapore) 
Ltd 
180A Bencoolen
2 years expiring
86
Expatriate
S$25,200
Cheong Kee 
Street, #07-02,
31 August 2008
sq m
apartment 
Fong and
Singapore 189647
Lee Mun       
Teng
Room 2401,
1 year expiring
55
Office of
RMB33,000
Guangdong 
Guangdong Foreign
30 November 2007
sq m
Uni-Asia
Tea Import &
Economic & Trade
Guangzhou
Export Co., 
Building
Limited
351 Tianhe Road
Property
Guangzhou
Management
PRC
Sub-Company
Note:
(1)
For 2006 only, the landlord has granted a rebate of the rental for the first two months of the year, equivalent to a total of Yen
997,670.
PROSPECTS 
Shipping
Shipping is a global industry which is generally influenced by demand and supply dynamics such as the
demand for movements of cargos, the resultant tonne-mile demand of vessels as well as the supply of
vessels tonnage capacity. Fuel cost, which typically makes up a significant portion of the operating cost of
ships, is also a factor affecting the performance of the shipping industry.
Shipping comprises different shipping sectors servicing different industries, governed under different
regulations and each having its own supply and demand dynamics. The major types of ships include dry
bulk ships, container vessels, product tankers and crude tankers. Dry bulk ships carry dry commodities
such as ore, coal, grains, fertiliser, bauxite, soy beans, cement, potash and salt. Container vessels carry
metal boxes containing cargoes such as cars and equipment. Product tankers carry mainly refined oil
products such as gasoline, diesel and other non-refrigerated cargos such as edible oils and chemicals.
Crude tankers carry crude oil and petroleum.
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115


The dry bulk shipping trade is usually dependent on the demand for and price of commodities. Steel
production is a key driver of the dry bulk shipping trade through seabourne demand for coking coal and
iron ore. The container shipping trade is usually dependent on the global economic growth, trade growth,
industrial production and consumer consumption. The product and oil tanker industry is usually
dependent on global industrial production, refinery throughput, utilisation rate in refineries, global crude
oil inventory levels and the weather season.
We believe that the demand for maritime vessels will be driven largely by the continued growth in the
world economy and seaborne trade. Such demand will provide us with opportunities to leverage on our
track record and experience in structured finance and ship charter arrangements to establish new client
relationships and to offer our existing clients innovative and customised structured finance solutions as
well as ship charter arrangement services.
Structured finance focusing on the shipping industry is dominated mainly by financial institutions. We
believe that we are able to compete effectively with them by leveraging on our track record, our wide
network and our strong relationships with our business partners and customers, which include
established shipping banks and shipowners.
Whilst the shipping industry may be cyclical, we believe that our structured finance operations are not
significantly subject to such cycles as we believe that there continues to be opportunities for us to provide
structured financing solutions as ship renewal is an ongoing process. In a shipping down-cycle, we
generally observe the trend of older ships being scrapped and new ones being built given the lower cost
of new builds. In the shipping up-cycle, we generally observe that there will be an increase in demand for
ships as ship owners seek to increase their fleet to capitalise on the favourable freight rates. We believe
that there continues to be opportunities for us to provide structured finance solutions and ancillary ship
brokerage services at different stages of the shipping cycle. We further believe that the shipyards’ order
books in the coming years will continue to be sustained and thus present opportunities for us to provide
more structured finance solutions to shipowners and operators.
Alternative Assets Investment
The Alternative Assets investments class includes investments in ships, distressed assets and real
estate. Distressed assets typically include debt obligations such as junk bonds, corporate bonds,
commercial and industrial loans, credit card receivables and auto loans. Investors in distressed assets
purchase debt obligations of companies that are financially troubled and are struggling or are unable to
service their debt obligations and they earn a return through recovery of distressed debt, through
appreciation in the value of the distressed debt investment, or through leveraged buyouts.
Our investments in ships are usually made through equity interests in ship owning companies or through
Performance Notes held in ship investment funds. Our direct and indirect investments in the different
types of ships are made after careful consideration and due diligence and based on our Directors’ outlook
of the various shipping sectors. We believe that we can leverage on our expertise knowledge in the
shipping sector to tap on the opportunities to source for new ship investments and/or to buy or sell
maritime vessels.
Our investments in distressed assets are mainly made through NPLs and we are also seeking
opportunities in the distressed real estate market in Asia (excluding Japan). Such opportunities will be
dependent on factors such as the respective countries’ macroeconomic environment and policies,
performance in key industry sectors, access to capital and liquidity, competition and prevailing market
conditions. We believe that we will be able to leverage on our well-established network and familiarity with
the distressed asset markets in the region to identify and invest in suitable distressed assets.
GENERAL INFORMATION ON OUR GROUP
116


The performance of Alternative Assets investments are dependent on the unique characteristics of each
type of alternative asset and the country of origin of these assets. These investments are therefore
relatively opportunistic in nature. We believe that such non-mainstream opportunities are available in Asia
and we intend to seek new ship investments, real estate investments and distressed asset investments in
Asia. We also believe that our experience in Alternative Assets investments, our capabilities in deal-
making, due diligence, valuation, structuring and financing, together with our well-established network of
contacts in Asia will enable us to effectively identify and evaluate opportunities for cross-border
investments in these assets.
ORDER BOOK
Due to the nature of our business, we do not maintain an order book. Our revenue stream includes
revenue from fee income, investment returns, and other income. Based on our mandates secured as at
the Latest Practicable Date, we expect to recognise fee income including arrangement, agency and
charter brokerage fees and administration fees, of approximately US$10.5 million in FY2007. We will
continue to receive administration fees from the fleet of vessels held under the funds administered by us.
We also expect to receive fee income as well as investment returns in respect of new investment funds
including the Akebono Fund referred to in the section entitled “General Information on our Group –
Business Strategy and Future Plans” below.
BUSINESS STRATEGY AND FUTURE PLANS
We aim to be a leading Asia-based structured finance arrangement and Alternative Assets direct
investment firm. Our primary business strategy is to build on our existing strengths in structured finance
and Alternative Assets investments to provide one-stop and innovative financing solutions to our clients
as well as to explore and develop Alternative Assets investment opportunities by leveraging on our
expertise and relationships.
We intend to continue to look for new market opportunities by leveraging on our core capabilities within
our specialist fields. Globalisation and economic growth also offer us opportunities in terms of cross-
border financing and investments and allow us to build a wider presence and network within the region.
The principal elements of our strategy for growth and expansion of our business are described below.
Continue to focus and leverage on our integrated capabilities and well-established relationships
We intend to continue to focus on our specialist fields in structured finance arrangements and Alternative
Assets investments and to build on our well-established relationships with clients.
We aim to build on our well-established relationships with our structured finance clients by offering
customised products to meet their specific requirements. We are sensitive to our clients’ needs and we
believe that such client-driven product customisation strategy applied through our comprehensive range
of innovative financial products and services will strengthen our future growth.
We also intend to focus on investments in Alternative Assets through our various credit and risk
assessments, sound management, industry and geographical diversification as well as strong internal
processes and practices. While our associated company, Capital Advisers, will continue to play an integral
role in our property investment in Japan, we also plan to look for opportunities in property investment in
other parts of Asia.
Structured Finance: Expand and diversify our client portfolio and broaden our geographic
coverage within Asia
We have been growing our revenues since our establishment in 1997. We believe that a key factor to this
growth has been the introduction of new and innovative financial products to our clients. We are focused
on the acquisition of new clients as well as developing existing client relationships. We believe that there
are opportunities in the area of structured finance arrangement, particularly in the shipping sector. We
intend to concentrate on building new relationships with regional shipping companies by offering tax-
GENERAL INFORMATION ON OUR GROUP
117


driven leasing and bareboat and time charter opportunities tailor-made specifically to clients’
requirements and investment appetite. In such transactions, our Company will act as finance arranger
and will not participate as a lender. Through our role as finance arranger, we intend to secure up-front
fees via structured finance arrangements and to receive brokerage commission through the arrangements
of charter including bareboat and time charters.
Alternative Assets Investment: Expand and diversify our investment portfolio and broaden our
geographic coverage within Asia
We intend to continue to search for suitable Alternative Assets investments that will meet our stringent
criteria to expand and diversify our Alternative Assets investment portfolio. At the same time, we are
continuously working on recovering our NPL portfolio to maximise our returns on our investments. We
intend to leverage on our expertise and network in distressed asset investments in the Asian region to
further explore and develop investment opportunities in other parts of Asia such as the PRC and
Thailand. We will continue to identify investment opportunities and intend to utilise our capital to directly
invest in distressed assets and/or real estate assets in the PRC and other parts of Asia.
For example, we intend to invest directly into new sectors such as distressed real estate in Asia
(excluding Japan), hotels and residential and other commercial properties to make use of our synergy
and the capabilities of Capital Advisers and our Alternative Assets investment.
New ship investment funds
As part of our principal business to invest in shipping assets either directly or through specialised fund
vehicles, we directly invested in three container vessels in 2005.
We intend to continue to seek opportunities to invest in and/or launch new joint ventures in ship
investments. As such, we have on 17 April 2007 launched a new fund in Singapore, the Akebono Fund,
to take advantage of the Maritime Port Authority’s Maritime Finance Incentive Scheme. The Akebono
Fund, which will have an initial size of approximately US300million,hasacquiredaproducttankerandabulkcarrierandwillinvestincontainervesselsandanotherproducttanker.OurcommittedinvestmentportioninthisfundisUS15.0 million, which payment obligation will crystallise upon the acquisition of the
vessels by the fund. On 13 September 2006, our wholly-owned subsidiary, Uni-Asia Capital (Singapore)
Limited, was designated as an ASIM under the Singapore Income Tax Act by the MPA. At the same time,
the MPA also granted a designation of ASIE for the Akebono Fund.
Our ASIM designation is for an initial period of 10 years commencing on the subscription date of the
Akebono Fund by investors, subject to a review by MPA at the end of the fifth year. Pursuant to our ASIM
designation, we are eligible for a concessionary tax rate of 10% for income derived from managing an
ASIE, such as the Akebono Fund.
The ASIE designation for the Akebono Fund is for an initial period of up to 10 years commencing from
the date of its establishment, subject to a review by MPA at the end of the fifth year. Pursuant to its ASIE
designation, the Akebono Fund is eligible for tax exemption on income derived from the chartering or
finance leasing of (a) any sea-going ship to (i) a person who is neither resident in nor a permanent
establishment in Singapore; (ii) an approved international shipping enterprise; or (b) any sea-going
Singapore ship to persons described in (a)(i) and (a)(ii) above or a shipping enterprise within the meaning
of Section 13A of the SITA. The tax exemption will be valid for the life of vessels acquired by ASIE during
the incentive period of up to 10 years. For instance, if an ASIE acquires a vessel during the 10-year
incentive period, charters it for 20 years and disposes of it thereafter, lease income on the charter will
enjoy tax exemption for the entire 20 years. The qualifying income of the Akebono Fund shall also
include hedging gains derived in connection with the management of its portfolio of vessels, and share of
profits or dividends remittances from shipholding special purpose vehicles owned by the Akebono Fund
that are declared out of qualifying activities.
In addition to the launch of the Akebono Fund and our investment in Rich Containership, we also intend
to directly invest in one additional container vessel, due for delivery in 2008.
Please refer to the section entitled “Use of Proceeds” in this Prospectus for further details.
GENERAL INFORMATION ON OUR GROUP
118


ORGANISATION STRUCTURE
The following chart shows our management reporting structure as at the Latest Practicable Date.
 
Structured Finance 
Division 
Executive Director & 
Head of Structured 
Finance Division
 
Michio Tanamoto
 
Asset Finance 
Department (AFD)
 
Head of AFD (EVP)
 
Masaki Fukumori
 
Struc
 tured Finance 
Department (SFD)
 
Head of SFD (SVP)
 
Kenji Fukuyado
 
Distressed Assets/ 
Properties Investment
 
 Department (DAID)  
Head of DAID (EVP)
 
Masahiro Iwabuchi
 
Finance Department
 
Head of Finance 
(SVP)
 
Clementine Man
Ting Ng
 
CEO
 
Kazuhiko Yoshida
 
Board of Directors
 
Management Committee 
 
 
Motokuni Yamashiro
 
Kazuhiko Yoshida
 
Michio Tanamoto
 
Agency & Documentation 
Department (ADD)
 
Head of ADD (EVP)
 
Thomas Cheung Fook-Loi
 
MANAGEMENT REPORTING STRUCTURE
119


DIRECTORS 
Our Company has nine directors, including our three Independent Directors. The Management Committee
consists of three Directors, namely Mr. Yamashiro, Mr. Yoshida and Mr. Tanamoto.
The following table provides information regarding our Directors as at the date of this Prospectus.
Country of
Principal
Name
Age
Address
Principal Occupation
Residence
Executive Directors
Motokuni Yamashiro
65
Flat B, 5/F., Twin Brook,
Chairman of the
Hong Kong 
No. 43 Repulse Bay Road,
Company  
Hong Kong
Kazuhiko Yoshida
55
Apartment 5B,
Chief Executive Officer
Hong Kong 
Taggart Tower II,
of the Company  
The Repulse Bay, 
109 Repulse Bay Road, 
Hong Kong
Michio Tanamoto
50
261 River Valley Road,
Chief Operating Officer
Singapore 
#16-17 Aspen Heights,
of the Company 
Singapore 238307
Non-Executive Directors
Hamilton Jian Ren Chueh
58
9Fl., 59 Sec. 1 Ho-ping
President, Evergreen
Taiwan 
East Rd, Taipei, Taiwan
International Corp.
Jörg Wilhelm Schelp
52
Frahmredder 102A, 22393,
Senior Vice President,
Germany 
Hamburg Germany
HSH Nordbank AG
Robert Van Jin Nien
59
13D, Dragon Garden,
Executive Director,
Hong Kong 
No. 1 Chun Fai Terrace,
Hopewell Holdings Limited 
Tai Hang Road, Hong Kong
Independent Directors
V-Nee Yeh
48
24/F., Hong Villa, No. 12,
Chairman, Argyle Street
Hong Kong 
Bowen Road, Hong Kong
Management Limited
Ang Miah Khiang
53
17A Brighton Avenue,
Executive Director,
Singapore 
Singapore 559252
DP Information Network 
Pte Ltd
Ronnie Teo Heng Hock
58
19 Lentor Plain,
Managing Director,
Singapore 
Singapore 786521
Financial Re-engineering 
Pte. Ltd.
Our Directors’ working and business experience are set out below:
Executive Directors 
Mr. Motokuni Yamashiro is the Chairman, Director and one of the founders who established our
Company in 1997. Mr. Yamashiro is responsible for business development and the overall planning of our
Group. He was with The Hokkaido Takushoku Bank since 1967 and was the chairman of Takugin
International (Asia) Limited, the offshore merchant banking arm of The Hokkaido Takushoku Bank
between 1992 and 1997. Takugin International (Asia) Limited provided structured finance solutions for the
aviation and shipping industries, provided project financing for construction of properties, including hotels
and buildings and also provided corporate financing to Chinese financial institutions and other
corporations. He has over 40 years of experience in banking. Since 1993, Mr. Yamashiro has been a
DIRECTORS, MANAGEMENT AND STAFF
120


member of the China Committee of the Japanese Ministry of Finance, and in 1995, he was awarded the
Shenzhen Honorary Citizenship by the Shenzhen Municipal Government. Between 2002 and 2006, Mr.
Yamashiro was an executive director in Capital Advisers. Mr. Yamashiro graduated with a bachelor’s
degree in law from Keio University of Japan in 1967. In addition to Japanese, he speaks fluent Mandarin
and Cantonese.
Mr. Kazuhiko Yoshida is the Chief Executive Officer, Director and one of the founders who established
our Company in 1997. Mr. Yoshida is responsible for business development and the overall management
of our Group. He has over 27 years of experience in banking and credit analysis, specialising in
structured finance of maritime vessels and aircraft. Between 1986 and 1992, he was a senior manager in
Sumitomo Trust and Banking Co., Ltd. following which, he was a director/deputy general manager of
Takugin International (Asia) Limited, the offshore merchant banking arm of The Hokkaido Takushoku
Bank, from 1992 to 1997. Takugin International (Asia) Limited provided structured finance solutions for the
aviation and shipping industries, provided project financing for construction of properties, including hotels
and buildings and also provided corporate financing to Chinese financial institutions and other
corporations. Mr. Yoshida is also currently a director of Capital Advisers. Mr. Yoshida obtained a bachelor’s
degree in engineering from Hokkaido University in Japan in 1976.
Mr. Michio Tanamoto is the Chief Operating Officer, Director, and one of the founders who established
our Company in 1997. Mr. Tanamoto is responsible for the marketing of our Group’s structured finance
and ship investment businesses. He has over 26 years of experience in banking based in Japan, Hong
Kong and Singapore. In 1980, Mr. Tanamoto joined The Hokkaido Takushoku Bank and was the senior
manager of Takugin International (Asia) Limited, the offshore merchant banking arm of The Hokkaido
Takushoku Bank between 1988 and 1993. Takugin International (Asia) Limited provided structured
finance solutions for the aviation and shipping industries, provided project financing for construction of
properties, including hotels and buildings and also provided corporate financing to Chinese financial
institutions and other corporations. Following which, Mr. Tanamoto was the deputy general manager of the
Singapore Branch of The Hokkaido Takushoku Bank from 1995 to 1997. Mr. Tanamoto is also currently a
director of Capital Advisers. He obtained a bachelor’s degree in law from Hitotsubashi University of Japan
in 1980.
Non-Executive Directors
Mr. Hamilton Jian Ren Chueh was appointed as a Non-Executive Director of the Company in March
2005. Mr. Chueh has over 33 years of experience in shipping and air transportation. In 1974, he began
his career with the Evergreen Group, where he was a manager in Evergreen Marine Corp. (Taiwan) Ltd,
which was listed on the main board of the Taiwan Stock Exchange in 1987. He joined Evergreen
International Corp as an executive officer in 1982, where he was their president between 2004 and 2006,
and the Vice Chairman since January 2007. Mr. Chueh is also currently an executive director at
Evergreen Reinsurance Company and Greencompass Marine S.A. Mr. Chueh holds an executive
master’s degree in business administration in shipping and transportation management from the National
Taiwan Ocean University.
Mr. Jörg Wilhelm Schelp was appointed as a Non-Executive Director of the Company in January 2005.
Mr. Schelp has extensive experience in ship finance. In 1986, he joined HSH Nordbank AG and is
currently a senior vice-president in the shipping department. Mr. Schelp was responsible for managing the
bank’s shipping client relationships in Asia until recently, when he took over such client relationships in
the Middle East and Europe. Mr. Schelp received a law degree at the University of Bielefeld and was
admitted to the German Bar Association in 1983.
Mr. Robert Van Jin Nien was appointed as a Non-Executive Director of the Company in June 2006. Mr.
Nien has extensive experience in property and infrastructure projects in Hong Kong and the PRC Pearl
River Delta area. Between 1972 and 1976, he was a manager at Citibank, N.A., following which he joined
and, since 1980, has been an executive director of Hopewell Holdings Limited, which is listed on the main
board of the Stock Exchange of Hong Kong Limited. Mr. Nien holds a bachelor’s degree in economics
from the University of Pennsylvania and a master’s degree in business administration from the Wharton
Graduate School of Business.
DIRECTORS, MANAGEMENT AND STAFF
121


Independent Directors 
Mr. V-Nee Yeh was appointed as an Independent Director in April 2005. Mr. Yeh is a co-founder of Value
Partners Limited and the chairman of Argyle Street Management Limited. He was a council member of
the Hong Kong Stock Exchange until its merger into the Hong Kong Exchanges and Clearing Limited and
was a member of the Hong Kong Stock Exchange’s Listing Committee until May 2006. He was also a
member of the Listing Committee of the China Securities Regulatory Commission from 1993 to 2003. Mr.
Yeh sits on the Takeovers & Mergers Panel and the Takeovers Appeals Committee of SFC. He is also a
director of Arnhold Holdings Limited, Kingway Brewery Holdings Limited and Next Media Limited, which
are listed companies in Hong Kong. Mr. Yeh worked with the Lazard Houses (New York, Hong Kong and
London) in corporate finance, capital markets and risk arbitrage from 1984 onwards, until his resignation
from Lazard Brothers Capital Markets as a partner in 1990. He graduated at the School of Law at
Columbia University and was admitted a member of the California Bar Association in 1984.
Notwithstanding such directorships, our Board of Directors believe that Mr. Yeh is able to devote sufficient
time to the affairs of our Company. In this regard, our Board has discussed with Mr. Yeh on the frequency
of the meetings of the Board of Directors, as well as the meetings of the Board Committees of which he
is a member. Mr. Yeh is fully aware of the commitment required of him in his role as our Independent
Director, including his duties as the Chairman of our Remuneration Committee. Since Mr. Yeh’s
appointment as our Independent Director in April 2005, our Board has noted his efficiency in responding
to our requests and enquiries. Our Board has also noted the high level of commitment demonstrated by
him attending most of our Board meetings and/or participating in conference calls and contributing to
discussions with helpful and practical perspectives. In addition, our Board values the contribution of
financial expertise and corporate experience from Mr. Yeh, which would complement the background of
the other members of the Board. For the reasons set out above, our Board is of the view that Mr. Yeh will
be able to commit sufficient time and attention to the matters of our Company. Our Board also believes
that Mr. Yeh will be able to fulfil his responsibilities to our Company and discharge his duties to our
Company as an Independent Director of our Company.
Mr. Ang Miah Khiang was appointed as our Independent Director on 26 June 2007. Mr. Ang is currently
the executive director of DP Information Network Pte Ltd (“DP”), a credit and business information
bureau, and is responsible for corporate and strategic development. Prior to joining DP
, Mr. Ang was the
managing director of GE Commercial Financing (Singapore) Ltd. He is also independent director of
several listed companies in Singapore. Mr. Ang holds a bachelor of accountancy degree from the then-
University of Singapore and is a Certified Public Accountant.
Mr. Ronnie Teo Heng Hock was appointed as our Independent Director on 26 June 2007. Mr. Teo is
currently the managing director of Financial Reengineering Pte. Ltd., a management consulting firm
specialising in providing investment and treasury advisory services and project financing. Mr. Teo was
previously the managing director of DBS Asset Management Ltd and the general manager of DBS
Finance Limited. Mr. Teo holds a bachelor of social sciences (Honours) degree in economics from the
then-University of Singapore.
Save that Mr. Hamilton Jian Ren Chueh, Mr. Jörg Wilhelm Schelp and Mr. Robert Van Jin Nien are
executive officers or directors of Evergreen International S.A., HSH Nordbank and Hopewell Holdings
Limited respectively, which are our Substantial Shareholders, none of our Directors and Executive
Officers are related to each other or our Substantial Shareholders.
DIRECTORS, MANAGEMENT AND STAFF
122


EXECUTIVE OFFICERS 
Our Company has five Executive Officers. The following table provides information regarding our
Executive Officers as at the date of this Prospectus.
Country of
Principal
Name
Age
Address
Principal Occupation
Residence
Masaki Fukumori
45
Flat A, 10/F., Tower 9, 
Executive Vice President,
Hong Kong
The Leighton Hill,
Head of Asset Finance 
2B Broadwood Road,
Department 
Hong Kong
Masahiro Iwabuchi
44
Rm. 1, 5/F., Block F,
Executive Vice President,
Hong Kong 
Beverly Hill, No. 6
Head of Distressed Asset/ 
Broadwood Road,
Properties Investment 
Hong Kong
Department  
Kenji Fukuyado
43
Flat 1404 Sunning Court,
Senior Vice President,
Hong Kong 
8 Hoi Ping Road,
Head of Structured 
Causeway Bay, Hong Kong
Finance Department
Clementine Man Ting Ng
36
Unit 1633, Tower 4,
Senior Vice President,
Hong Kong 
Hong Kong Parkview,
Head of Finance 
88 Tai Tam Reservoir Road,
Hong Kong
Thomas Cheung Fook-Loi
51
12A Monmouth Place,
Executive Vice President,
Hong Kong
9L Kennedy Road,
Head of Agency and 
Wanchai, Hong Kong
Documentation Department
Our Executive Officers’ working and business experience are set out below:
Mr. Masaki Fukumori joined our Group in August 1997 and acted as Head of our Structured Finance
Division until he initiated the Asset Finance Department in 2002. He is the executive vice president
responsible for our Asset Finance Department and information technology. He has extensive experience
in marketing and syndication in the banking industry specialising in the shipping and aviation sectors
spanning over 20 years. Between 1985 and 1993, he was a marketing manager at Hokkaido Takushoku
Bank. After which, he was a senior marketing manager at Takugin International (Asia) Ltd. from 1993 to
1997. He is also currently a director of Akebono Capital Limited, Searex, Kabushikikaisha Tenshodo,
Harmonic Shipping S.A., Fortitude Containership S.A., Union Containership S.A., Falcon Containership
S.A. and Sunrise Shipping S.A. Mr. Fukumori holds a bachelor’s degree in business administration from
Yokohama National University obtained in 1985.
Mr. Masahiro Iwabuchi was appointed as the executive vice-president responsible for the distressed
asset/properties investment department in April 1998. He has extensive experience in the banking
industry throughout Asia including Japan, Indonesia, Singapore, Hong Kong and the PRC, having spent
some 13 years with The Hokkaido Takushoku Bank. He is also currently a director of AAA. Mr. Iwabuchi
graduated with a bachelor’s degree in economics from Hirosaki University of Japan in 1985. In addition to
Japanese, Mr. Iwabuchi speaks fluent Mandarin.
Mr. Kenji Fukuyado was appointed as the senior vice-president responsible for the structured finance
department in January 2006. Prior to joining us, Mr. Fukuyado worked in the banking and finance industry
in Hong Kong and Japan and was a manager at The Hokkaido Takushoku Bank between 1987 and 1998.
He joined our Group in 2001 and was the Vice President of Uni-Asia Finance Corp (Japan) from April
2001 to May 2003 and the managing director from May 2003 to December 2005. Mr. Fukuyado graduated
with a bachelor’s degree in law from Waseda University in 1987.
DIRECTORS, MANAGEMENT AND STAFF
123


DIRECTORS, MANAGEMENT AND STAFF
124
Ms. Clementine Man Ting Ng joined our Company in February 2004 and is the senior vice-president
responsible for the finance department. She has over 14 years’ experience in the financial industry,
including fund management, private equity and equity research. Ms. Ng started her career in Hong Kong
as a manager with the hedge fund group Gaiacorp in 1992 and took on various responsibilities in the
finance industry prior to joining us in February 2004, including an investment analyst at Amsteel Finance
Corporation, an investment associate with the direct investment arm of AIG Investment Corporation, and
a director at Kaizen Property Management Limited. Ms. Ng graduated with a bachelor’s degree in
commerce from the University of British Columbia, Canada and holds a master’s of business
administration degree from the Judge Business School, University of Cambridge, UK.
Mr. Thomas Cheung Fook-Loi joined our Company in May 1997 and is the executive vice-president
responsible for our Group’s agency and documentation department. Mr. Cheung has over 20 years of
experience in credit and documentation work at European and Japanese banks. He started his banking
career at Barclays Bank in 1977 and joined the then Banque Paribas as an assistant manager in 1986.
Prior to joining us, Mr. Cheung was an assistant general manager at Takugin International (Asia) Ltd
between 1987 and 1997.
Save as disclosed in the section entitled “Directors”, there is no arrangement, or understanding with a
Substantial Shareholder, customer or supplier of our Company or any other person, pursuant to which
any of our Directors or Executive Officers was selected as a Director or Executive Officer of our
Company.
MANAGEMENT COMMITTEE 
The Management Committee has the responsibility to maintain oversight of our Group’s business as a
whole. Its authority includes each division’s business targets, budgets, new clients/transactions and
human resources related policies.
The Management Committee oversees and monitors the activities of the Structured Finance, Distressed
Assets Investment and Ship Investment departments and meets regularly once each month or when
needed. Members of the Management Committee include Mr. Yamashiro, Mr. Yoshida and Mr. Tanamoto.
Mr. Yoshida is the Chairman of the Management Committee and is responsible for the Distressed
Assets/Properties Investment Department and Mr. Tanamoto is responsible for the Structured Finance
and Asset Finance (Ship Investment) Departments. Each Executive Director is responsible for the
execution of the relevant department’s budget, strategy and internal organisation, such as headcount
remuneration, staff reporting lines, business targets and departmental procedures.
The Management Committee has the authority to approve transactions with a net value of up to 10% of
our Group’s net worth at the last audited balance sheet date, except for loans to or investment in Capital
Advisers, where the authority to approve relates to transactions of up to a total value of US$12 million.
Any transaction exceeding the Management Committee’s authority of approval would be subject to Board
approval.
Proposed finance arrangement transactions are screened by the Management Committee, based on
factors such as potential return, risks, market conditions and testing the assumptions which underlie the
proposed transaction. Approval is granted to deals that have a reasonable likelihood of success and meet
our Group’s risk/return criteria.


Internal Investment Approval Process
Each department is expected to seek internal approval before making an investment. Proposed
investments need to go through a three-stage approval process depicted in the chart above.
In the first stage a report would need to be prepared for approval and review by the Review Committee
comprising the Management Committee and various department heads. The Chairman of the Review
Committee and Management Committee will give approval or authorisation for the project team to
proceed with the next stage of application. In the second stage, a detailed report and analysis would be
prepared to be reviewed and approved by the Review Committee. Should the project meet our Group’s
investment criteria, the Chairman will recommend the investment for final approval. In the final stage, a
detailed final report is submitted to Management Committee for their final approval. The Management
Committee will give the final approval for any investment project.
Transactions are monitored on a continuous basis. A key person from the project team will be designated
to monitor each investment. The Management Committee maintains oversight through direct contact with
executives, a monthly status report from each department of its activities and latest results and a monthly
and six-monthly budget from each department.
Risk management policy
Our Group’s principal risks are market risk, credit risk and foreign exchange risk. The following sets out a
description of our Group’s risk management policy:
(i) 
Market risk and credit risk
Our Group seeks to minimise these risks by performing detailed reviews of loan counterparties or asset
issuers prior to purchase approval, and by either selling on participated loans to other parties or entering
into offsetting loans payable when Directors wish to preserve our Group’s liquidity. Our Group seeks to
minimise adverse movements in market price of financial instruments by extensive due diligence
procedures to ensure acquisition at prices below their perceived fair value.
Head of project 
team sounds out 
investment idea to 
Uni-Asia
Concept Paper
Appraisal Paper
Final 
Investment 
Report
Stage 1 
Stage 2
Stage 3
Review 
Committee
Concept Paper (CP) to be issued as quickly as possible
Addressees of review committee have up to 5 days to comment on CP
The Chairman of review committee will give authorization to project  
team within 7 days from receipt of CP
The project team will provide bi-weekly status report on investment idea 
to review committee
Project team will begin to prepare Appraisal Report (AP) following 
authorization from Chairman of review committee
Review 
Committee
AP to be issued after thorough due diligence by project team and
sent to addressees
Review committee to review AP and submit written comments 
within 7 days or as promptly as possible
The Chairman will give authorization to the project team to submit 
project to Management Committee within 10 days. If approved, go 
to stage 3
Project team will begin to prepare Final Investment Report  following 
authorization from Chairman of review committee
Final Investment Report to be issued and sent to Management 
Committee
Management
 
Committee
Members of Management Committee have not less than 7 days 
before a decision is due
Meetings must be held in person. In the event member is absent, 
he/she will forfeit his/her right to vote and attending members will 
make decision based on unanimous vote
An official action sheet will be filled out 
Monitoring
If CP approved, go 
to stage 2
If AP approved, go 
to stage 3
DIRECTORS, MANAGEMENT AND STAFF
125


DIRECTORS, MANAGEMENT AND STAFF
126
(ii) 
Foreign exchange and interest rate risk
Our Directors review the currency exposures and enter into foreign currency forward contracts when
considered necessary to hedge against adverse currency movements. Our Group uses the following
derivative instruments for both hedging purposes: Forward rate agreements are individually negotiated
interest rate futures that call for a cash settlement at a future date for the difference between a contracted
rate of interest and the current market rate, based on a notional principal amount.
Currency and interest rate swaps are commitments to exchange one set of cashflows for another. Swaps
result in an economic exchange of currencies or interest rates (for example, fixed rate for floating rate) or
a combination of all these (i.e. cross-currency interest rate swaps). No exchange of principal takes place,
except for certain currency swaps. Our Group’s credit risk represents the potential cost to replace the
swap contracts if counterparties fail to perform their obligation. This risk is monitored on an ongoing basis
with reference to the current fair value, a proportion of the notional amount of the contracts and the
liquidity of the market. To control the level of credit risk taken, our Group assesses counterparties using
the same techniques as for its lending activities.
(iii)
Liquidity risk
Our Group will maintain sufficient cash and marketable securities, the availability of funding through an
adequate amount of committed credit facilities and the ability to close out market positions.
Our risk management policy with respect to market and credit risks in loans, ship investments and other
matters related to the shipping industry, is administered by our relevant/respective departments, who
report to the Management Committee on a monthly basis. In this regard, our asset finance department
will be responsible for market and credit risks in loans and ship investments, and our structured finance
department will be responsible to monitor the credit worthiness of our shipping clients for finance
arrangement. Our risk management policy with respect to foreign exchange, interest rate and liquidity
risks, is administered by our overall finance department, who reports to the Management Committee on a
monthly basis. Our risk management policy with respect to our direct investments in distressed assets
and property is administered by our distressed assets/investment department, who is responsible to
monitor, among other things, the risks and issues relating to our distressed assets investments and the
economic and market conditions of the property market in the areas in which we have invested in or are
considering to invest in. The distressed assets/investment department reports to the Management
Committee on a monthly basis.
EMPLOYEES
As at the Latest Practicable Date, we employed a total of 32 full-time employees and we do not have any
part-time employees.
We set out below the total number of our employees and the various departments in which they serve
and their geographical distribution as at the end of each of FY2004, FY2005 and FY2006.
Department
FY2004
FY2005
FY2006
Structured finance, asset finance, and ship investment
7
9
11  
and management
Distressed assets investment and management
4
4
4
Agency and documentation
3
3
3
Finance and Accounting
3
3
4
Executive Directors
3
3
3
General affairs/others
5
5
6
Total
25
27
31


DIRECTORS, MANAGEMENT AND STAFF
127
Country
FY2004
FY2005
FY2006
Hong Kong
20
21
24
Singapore
2
3
4
Japan
3
3
3
Total
25
27
31
Our relationship with staff
We believe that our staff is one of our most valuable assets which has contributed to the success of our
Group. Since we came into existence, we have not experienced any significant turnover of staff nor any
disruption to our business operations due to labour disputes.
Benefits
Hong Kong
We provide mandatory provident fund schemes for our staff in Hong Kong (“MPF schemes”), medical
insurance schemes, housing allowance scheme and certain allowances for our staff.
Under the MPF schemes, we are required to contribute 5% of the staff’s monthly relevant income subject
to a maximum contribution of HK$1,000. Such contribution is not required for staff with a monthly relevant
income of less than HK$4,000. In addition to the mandatory contributions, we make a voluntary
contribution to top up the total contributions to a maximum of 10% of our staff’s monthly relevant income
to the MPF scheme, depending on seniority of our staff.
Our staff in Hong Kong are required to contribute 5% of their monthly relevant income or HK$1,000 to the
scheme, whichever is lower and they may make additional voluntary contributions to the MPF scheme in
any amount.
For staff joining before 1 July 1997, contributions from us and the staff are 100% vested in the staff as
soon as they are paid to the MPF schemes but all benefits derived from the mandatory contributions
must be preserved until the staff reach the retirement age of 65 (subject to exceptions such as early
retirement between the ages of 60 to 64, death, total incapacity and permanent departure from Hong
Kong). For staff joining after 1 July 1997, the employer’s contribution under the MPF scheme will be
vested in the staff according to a vesting schedule. Our contributions to the MPF schemes can be used to
offset any long service payments or severance payments payable and it is deductible against profits tax.
Singapore 
Under the CPF scheme, we and our staff in Singapore have to contribute a total amount equal to 33% of
the total ordinary wages of local staff (below the age of 50) to the CPF scheme, subject to a maximum
level of monthly relevant income of S$4,500 for the current year. Ordinary wage refers to monthly salary,
overtime, monthly allowances etc.
CPF deduction is also applicable on the bonus portion of staff’s income, known as the Additional wage.
The Additional wage subject to CPF deduction is the difference between S$76,500 and the total ordinary
wages subject to CPF contributions for the current year. This total amount (i.e. S$76,500) is currently
pegged at a level equivalent to 17 times the maximum level of monthly income which is subject to CPF
deduction.
Both the employer and its foreign employees are not required to contribute to the CPF scheme in respect
of a foreign staff hired on an employment pass, work permit or professional visit pass.
The employer and its foreign employees are required to contribute to the CPF scheme in respect of
foreign employees who are Singapore permanent residents. The mandatory CPF contribution in respect
of Singapore permanent residents are at reduced rates of 9% in the first year following the time
permanent resident status is granted to the foreign staff (4% from the employer and 5% from the


employee), 24% in the second year (9% from the employer and 15% from the employee), and thereafter
at the full rate. The employer and employee may however, jointly apply to the CPF for either the employer
or both the employer and employee to contribute to the CPF scheme at the full rate prescribed for
Singapore citizens. Such application, once approved, is irrevocable, unless the contract of employment is
terminated. The levels of contribution to the CPF by us and the aforementioned employees and our Group
all assume that the employee’s salary is above S$750. Reduced contributions are applicable for salaries
below this amount.
The maximum level of monthly income subject to CPF deductions for 2006 is S$4,500.
For staff below the age of 50, the total CPF contribution rate of 33% for year 2006 is made up of 20%
from the staff and 13% from our Group.
For staff between the age of 50 to 55, the current total CPF contribution rate is 27% (18% from staff and
9% from our Group) in 2006.
Contributions from us and the staff are 100% vested in the staff as soon as they are paid into the CPF
schemes but all benefits derived from the mandatory contributions will be retained in each respective
staff’s account (subject to deduction for any amount that has been utilised under the approved withdrawal
scheme for purchase of housing accommodation, etc.) until the staff reaches the retirement age of 62 or
earlier.
Contributions paid by the staff and us (i.e. 20% and 13%) are expenses deductible against staff income
for personal income tax and profits for company corporate tax.
Japan 
We provide our employees with the health, pension insurance, workmen’s accident compensation and
unemployment insurance schemes.
Employees who are permanent staff are covered by a health insurance scheme. We and our employees
share equally in the cost of the premium. The cost of the premium is paid monthly and the general
premium rate was 8.2% of the respective salaries for each employee of the age of 40 or less and 9.45%
for employees of over 40 years in age. Under the scheme, 70% of medical costs is covered including
high-cost medical benefits, transportation expenses, disability benefits, lump-sum allowance for childcare
and nursing, maternity allowance and funeral expenses.
Ordinary employees participate in the employees’ pension plan. Both the employer and the employee
bear the insurance premium payment equally. We deduct the insurance premium from the employee’s
monthly salary. The premium rate was 13.934%.
The workmen’s Accident Compensation Insurance covers the expenses to compensate an employee for
injuries or diseases sustained or incurred during work or commuting to work. The insurance premium is
paid by us. The premium was 0.5%. Benefits from this insurance cover includes the expenses of medical
treatment, absence from work for four days or more, compensation for any irrecoverable physical
functional impediment or disability, compensation for the bereaved family in the case of an employee
passing away and funeral costs of an employee who has passed away.
Unemployment Insurance provides benefits to employees if they are made redundant. The premium is
shared between us and our employee 1.05% and 0.7% respectively. The insurance premium is deducted
from the employee’s monthly salary. This insurance provides benefits to job-seeking people who left
usand have the will and the ability to work. To receive such benefits, the job-seeking person must have
worked for the same employer as an insured employee for six months or longer and that person must
have worked for at least 14 days or longer during the past one year period prior to the date of
unemployment.
DIRECTORS, MANAGEMENT AND STAFF
128


PRC
Under PRC laws and regulations, a PRC-incorporated company must contribute to social welfare plans
(including retirement insurance, unemployment insurance, medical insurance, and workmen’s accident
compensation insurance) for each of its employees.
As at the Latest Practicable Date, we do not have any direct employees in the PRC and therefore do not
contribute to the social welfare plans under PRC laws and regulations. In the event that we have any
employees in the PRC in the future, we will comply with such PRC laws and regulations as may be
necessary.
REMUNERATION
The compensation paid to our Directors and Executive Officers for services rendered to us and our
subsidiaries on an aggregate basis and in remuneration bands during the last two most recent completed
financial years and the current financial year (estimate) is as follows:-
Actual
Estimated
FY2005
FY2006
FY2007
Directors
Executive Directors
Motokuni Yamashiro
F
F
F
Kazuhiko Yoshida
E
F
F
Michio Tanamoto
E
E
E
Non-Executive Directors
Hamilton Jian Ren Chueh
X
X
X
Jörg Wilhem Schelp
X
X
X
Robert Van Jin Nien
–
X
X
Actual
Estimated
FY2005
FY2006
FY2007
Directors
Independent Non-Executive Directors
V-Nee Yeh
A
A
A
Ang Miah Khiang
–
–
A
Ronnie Teo Heng Hock
–
–
A
Executive Officers
Masaki Fukumori
E
E
E
Masahiro Iwabuchi
B
B
B
Kenji Fukuyado
C
B
B
Clementine Man Ting Ng
A
B
B
Thomas Cheung Fook-Loi
B
B
B
Notes:
Band A: Compensation from S$1 to S250,000perannum.BandB:CompensationfromS250,001 to S500,000perannum.BandC:CompensationfromS500,001 to S750,000perannum.BandD:CompensationfromS750,001 to S1,000,000perannum.BandE:CompensationfromS1,000,001 to S1,250,000perannum.BandF:CompensationfromS1,250,001 to S$1,500,000 per annum.
Band X: No compensation was paid for the relevant period.
No amounts have been set aside or accrued by our Group to provide for pension, retirement or similar
benefits for our Directors and Executive Officers.
DIRECTORS, MANAGEMENT AND STAFF
129


SERVICE AGREEMENTS
Particulars of Directors’ service contracts 
Executive Directors
Mr. Motokuni Yamashiro has entered into a service agreement with our Company pursuant to which he
has agreed to act as an Executive Director for an initial term of one year with effect from 7 August 2007.
Each of  Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto has entered into a service agreement with our
Company pursuant to which each has agreed to act as an Executive Director for an initial term of three
years with effect from 7 August 2007. The term of service shall be renewed and extended automatically
on the expiry of such initial term for an indefinite term, unless and until either party has given at least six
months’ written notice of termination or unless the employment is summarily terminated upon any breach
by the employee.
Separately from the above, Mr. Motokuni Yamashiro, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto have
each given an undertaking to our Company as follows:

Mr. Yamashiro has undertaken that he will not resign as an Executive Director of our Company and
he will not exercise any right to terminate any service agreement that he may enter into with our
Company within the period of one year commencing from the date of listing of our Company on the
SGX-ST, and after such one-year period, within a period of one year commencing from the date of
resignation of any other Executive Director, save that the foregoing undertaking shall terminate in
the event that a take-over offer has been made in accordance with the Singapore Code on Take-
overs and Mergers or any other applicable law or regulation (including Cayman Islands law) by a
person (whether individually or together with parties acting in concert with him) and subsequent to
such take-over offer, more than 50% of the issued share capital of our Company is acquired or
otherwise controlled by that person (whether individually or together with parties acting in concert
with him); and

each of Mr. Yoshida and Mr. Tanamoto has undertaken that he will not resign as an Executive
Director of our Company and he will not exercise any right to terminate any service agreement that
he may enter into with our Company within the period of three years commencing from the date of
listing of our Company on the SGX-ST, and after such three-year period, within a period of one
year commencing from the date of resignation of any other Executive Director, save that the
foregoing undertaking shall terminate in the event that a take-over offer has been made in
accordance with the Singapore Code on Take-overs and Mergers or any other applicable law or
regulation (including Cayman Islands law) by a person (whether individually or together with parties
acting in concert with him) and subsequent to such take-over offer, more than 50% of the issued
share capital of our Company is acquired or otherwise controlled by that person (whether
individually or together with parties acting in concert with him).
Each of these Executive Directors is entitled to the respective basic salary and housing allowance set out
below (after the first year of appointment, annual reviews of the housing allowance shall be made and
decided at the discretion of our Directors payable monthly in arrears). In addition, each of the Executive
Directors is also entitled to a discretionary performance bonus to be determined in the following manner:
Consolidated Profit Before Tax (“CPBT”)
Performance Bonus, as a percentage of CPBT
Less than US$8.0 million
–
US$8.0 million or more but not more than 
7.50%
US$12.0 million
More than US$12.0 million
The aggregate of (i) 7.50% of the first US$12.0 million 
and (ii) 10.0% of the remaining amount of CPBT
Consolidated Profit Before Tax means, in respect of a financial year of our Company, the audited
consolidated profit before tax of our Company, our subsidiaries and our associated companies and before
payment of the respective performance bonus to the Executive Directors for that financial year, but
excluding any extraordinary profit. The performance bonus will be payable in respect of the financial year
ended 31 December 2007 and in respect of each financial year thereafter.
DIRECTORS, MANAGEMENT AND STAFF
130


An Executive Director may not vote on any resolution of the Directors regarding the amount of
remuneration (including housing allowance and bonuses payable to him). The current basic annual
salaries and housing allowance of our Executive Directors are as follows:
Name
Annual Salary
Housing Allowance
(US)(US)
Mr. Motokuni Yamashiro
180,000
111,075
Mr. Kazuhiko Yoshida
180,000
104,412 
Mr. Michio Tanamoto
180,000
79,245
Our Executive Directors’ salaries are paid net of any tax payable by the relevant Director in respect of any
remuneration payable to the Director under the Service Agreements with our Company.
Under the Service Agreement, each of the Executive Directors has agreed that during the course of his
employment with our Company, he will not engage in the conduct of any other business and will not use,
divulge or communicate to any person any trade secrets or other confidential information of our Company.
In addition, each Executive Director has agreed that he will not, for 12 months after the termination of his
employment under his respective Service Agreement: (i) carry on for his own account any business
carried on by our Company, subsidiaries and associates within Hong Kong and Singapore; (ii) assist, with
technical advice, any party engaged in the business of our Company, subsidiaries and associates within
Hong Kong and Singapore; (iii) solicit any party who at any time during the last 12 months of his
employment with our Company was a customer of our Company or any of our subsidiaries; and (iv) offer
employment by himself or solicit or arrange for employment by any other person of any of the employees
of our Company or any of our subsidiaries.
We may terminate the Service Agreement by giving not less than six months’ notice to any Executive
Director. Following such termination, we shall pay to such Executive Director an amount of up to 70% of
his basic salary per month for 12 months following the date on which the Service Agreement has been
terminated by us, provided that the Service Agreement is not terminated due to any breach committed by
such Executive Director, and we have not waived the non-competition provisions described above.
Our Company believes that such termination fees are fair and reasonable in view of the specialised
nature of our Company’s business, together with the fact that the Executive Directors are subject to non-
competition obligations (as described above) for a period of 12 months following the termination of their
employment under their respective Service Agreements. Given that the Executive Directors are precluded
from seeking alternative employment during such 12-month restriction period, our Company believes that
it is only fair and reasonable that the Executive Directors are compensated for agreeing to such
restrictions. In the event that the amount of termination fees payable is lower than 5% of the NTA of our
Company (based on the most recent audited financial statements of our Company at the time of the
payment of the termination fees), the payment of such termination fees shall be subject to the approval of
our Audit Committee. In the event that the amount of termination fees payable is equal to or exceeds 5%
of the NTA of our Company (based on the most recent audited financial statements of our Company at
the time of the payment of the termination fees), the payment of such termination fees shall be subject to
the requirements of Chapter 9 of the SGX-ST Listing Manual in relation to interested person transactions,
as the same may be amended or modified from time to time.
Save as disclosed in the section entitled “Service Agreements – Particulars of Directors’ Service
Contracts”, none of our Directors has or is proposed to have a service contract with us other than
contracts expiring or determinable by the employer within one year without the payment of compensation
(other than statutory compensation).
Save for the above, there are no other existing or proposed service agreements entered into or to be
entered into by our Directors or Executive Officers.
Had the Service Agreements been in existence for FY2006, the aggregate remuneration paid to the
Executive Directors in FY2006 would have been approximately US2.42millioninsteadofUS2.43
million and the Profit Before Tax of our Group for FY2006 would have been US11.84millioninsteadofUS11.83 million.
DIRECTORS, MANAGEMENT AND STAFF
131


132
Our Directors recognise the importance of corporate governance and the offering of high standards of
accountability to our Shareholders of our Company.
Our Board of Directors has formed three committees: (i) the Nominating Committee; (ii) the Remuneration
Committee; and (iii) the Audit Committee.
Nominating Committee
Our Nominating Committee comprises Mr. Ang Miah Khiang, Mr. Ronnie Teo Heng Hock, Mr. V-Nee Yeh
and Mr. Kazuhiko Yoshida. The Chairman of the Nominating Committee is Mr. Ronnie Teo Heng Hock. Our
Nominating Committee will be responsible for:
(a) 
re-nomination of our Directors having regard to the Director’s contribution and performance;
(b) 
determining annually whether or not a Director is independent; and
(c) 
deciding whether or not a Director is able to and has been adequately carrying out his duties as a
Director.
The Nominating Committee will decide how the Board’s performance is to be evaluated and propose
objective performance criteria, subject to the approval of the Board, which address how the Board has
enhanced long-term Shareholders’ value. The Board will also implement a process to be carried out by
the Nominating Committee for assessing the effectiveness of the board as a whole and for assessing the
contribution of each individual Director to the effectiveness of the Board. Each member of the Nominating
Committee shall abstain from voting on any resolution in respect of the assessment of his performance or
re-nomination as Director.
Remuneration Committee
Our Remuneration Committee comprises Mr. Ang Miah Khiang, Mr. Ronnie Teo Heng Hock and Mr. V-Nee
Yeh. The Chairman of the Remuneration Committee is Mr. V-Nee Yeh. Our Remuneration Committee will
recommend to our Board of Directors a framework of remuneration for our Directors and key executives,
and determine specific remuneration packages for each Executive Director.
The recommendations of our Remuneration Committee should be submitted for endorsement by the
entire Board. All aspects of remuneration, including but not limited to directors’ fees, salaries, allowances,
bonuses, options issued under the Scheme and benefits in kind shall be covered by our Remuneration
Committee. Each member of the Remuneration Committee shall abstain from voting on any resolution in
respect of his remuneration package.
Audit Committee
Our Company established an Audit Committee on 26 June 2007 with written terms of reference in
compliance with the Code of Corporate Governance 2005, as issued by the Ministry of Finance,
Singapore. The primary duties of the Audit Committee are to review and supervise the financial reporting
process and internal control procedures of our Group.
The Audit Committee has four members comprising our Directors, Mr. Ang Miah Khiang, Mr. Hamilton
Jian Ren Chueh, Mr. Ronnie Teo Heng Hock and Mr. V-Nee Yeh. Mr. Ang Miah Khiang is the Chairman of
the Audit Committee.
The Audit Committee shall meet periodically to perform the following functions:
(a)
review with the external auditors the audit plan, their evaluation of the system of internal controls
(including the fair valuation process), their audit report, their management letter and our
management’s response;
CORPORATE GOVERNANCE


CORPORATE GOVERNANCE
133
(b) 
review the financial statements before submission to our Board of Directors for approval, focusing
in particular, on changes in accounting policies and practices, major risk areas, significant
adjustments resulting from the audit, any adjustments resulting from fair valuation of our
Company’s investments the going concern statement, compliance with accounting standards as
well as compliance with any stock exchange and statutory/regulatory requirements;
(c) 
review, with the assistance of the internal auditor, the internal control and procedures and ensure
co-ordination between the external auditors and our management, reviewing the assistance given
by our management to the auditors, and discuss problems and concerns, if any, arising from the
interim and final audits, and any matters which the auditors may wish to discuss (in the absence of
our management where necessary);
(d) 
review and discuss with the external auditors any suspected fraud or irregularity, or suspected
infringement of any relevant laws, rules or regulations, which has or is likely to have a material
impact on our Group’s operating results or financial position, and our management’s response;
(e) 
consider the appointment or re-appointment of the external auditors and matters relating to
resignation or dismissal of the auditors;
(f) 
review transactions falling within the scope of Chapter 9 and Chapter 10 of the Listing Manual;
(g) 
undertake such other reviews and projects as may be requested by our Board of Directors and
report to our Board of Directors its findings from time to time on matters arising and requiring the
attention of our Audit Committee; and
(h) 
generally to undertake such other functions and duties as may be required by statute or the Listing
Manual, and by such amendments made thereto from time to time.
Apart from the duties listed above, the 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 Company’s operating results and/or financial position.
BOARD PRACTICE
Our Articles provide that our Board of Directors shall consist of between one and nine Directors. Save as
disclosed in the section entitled “Service Agreements – Particulars of Directors’ Service Contracts”, our
Directors do not have fixed terms of office. At each annual general meeting, one-third of the Directors for
the time being shall retire from office by rotation, provided that no Director holding office as Executive
Director whose term of office under a service contract with the Company is a fixed term that is unexpired
and continuing as at the time of the relevant annual general meeting, shall be subject to retirement by
rotation or be taken into account in determining the number of Directors to retire. The Directors to retire in
every year shall be those who have been longest in office since their last re-election or appointment. A
retiring Director shall be eligible for re-election.


UNI-ASIA SHARE OPTION SCHEME
134
On 26 June 2007, our Shareholders approved a share option scheme known as the Uni-Asia Share
Option Scheme, the rules of which are set out in Appendix F of this Prospectus. The Scheme complies
with the relevant rules of Chapter 8 of the Listing Manual. The Scheme will provide eligible participants
with an opportunity to participate in the equity of our Company as well as to motivate them to perform
better through increased loyalty and dedication to our Company. The Scheme, which forms an integral
and important component of a remuneration and compensation plan, is designed to primarily reward and
retain Executive Directors and employees whose services are crucial to our Group’s well being,
development and success.
As at the Latest Practicable Date, no Options (as defined in Rule 2 of the Scheme) have been granted
under the Scheme.
A summary of the Rules of the Scheme is set out as follows:
1.
Objectives
The objectives of the Scheme are as follows:
(a)
to motivate each participant to optimise his performance standards and efficiency and to
maintain a high level of contribution to our Group;
(b)
to retain key employees and Directors whose contributions are essential to the long-term
growth and profitability of our Group;
(c)
to instil loyalty to, and a stronger identification by the participants with the long-term
prosperity of, our Group;
(d)
to attract potential employees with relevant skills to contribute to our Group and to create
value for our Shareholders; and
(e)
to align the interests of the participants with the interests of our Shareholders.
2.
Participants
Under the rules of the Scheme, Executive, Non-Executive and Independent Directors and full-time
employees of our Group are eligible to participate in the Scheme. Directors who are Controlling
Shareholders of our Company and their Associates are not eligible to participate in the Scheme.
To be eligible to participate in the Scheme, a participant (“Participant”) must:
(i)
be confirmed in his/her employment with our Company or our Subsidiaries and not be on
probation and have been in the full-time service of our Company or any of our Subsidiaries
for at least 12 months on or prior to the date of the grant of the Option (the “Date of Grant”);
(ii)
have attained the age of 21 years on or before the Date of Grant; and
(iii)
not be an undischarged bankrupt and must not have entered into a composition with his
creditors.
3.
Scheme administration
The Scheme shall be administered by a committee comprising Directors (including Directors who
may be participants of the Scheme) (“Committee”), with powers to determine, inter alia, the
following:
(a)
persons to be granted Options;
(b)
number of Options to be offered; and
(c)
recommendations for modifications to the Scheme.


UNI-ASIA SHARE OPTION SCHEME
135
The Committee comprises members of the Remuneration Committee. A member of the Committee
who is also a Participant of the Scheme must not be involved in its deliberation in respect of
Options granted or to be granted to him.
4.
Size of the Scheme
The nominal amount of the aggregate number of Shares over which the Committee may grant
Options on any date, when aggregated with the nominal amount of the number of Shares issued
and issuable in respect all Options granted under the Scheme and any other share option schemes
of our Company, shall not exceed 15 per cent. of the issued share capital of our Company on the
day preceding the date of the relevant grant.
Our Company believes that this 15 per cent. limit set by the SGX-ST gives our Company sufficient
flexibility to decide upon the number of Option Shares to offer to our existing and new employees.
15 per cent. of our post-Invitation issued share capital constitutes approximately 36,060,000
Shares. As it is intended that the Scheme shall last for 10 years, assuming that there is no change
in the total issued share capital of our Company, the number of Option Shares in respect of which
Options may be granted in a year will average approximately 3,606,000. The number of eligible
participants is expected to grow over the years. Our Company, in line with its goals of ensuring
sustainable growth, is constantly reviewing our position and considering the expansion of our talent
pool which may involve employing new employees. The employee base, and therefore the number
of eligible participants will increase as a consequence. If the number of Options available under the
Scheme is limited, we may only be able to grant a small number of Options to each eligible
participant which may not be a sufficiently attractive incentive. Our Company is of the opinion that it
should have sufficient number of Options to offer to new employees as well as to existing
employees. The number of Options offered must also be significant enough to constitute a
meaningful reward for contribution to our Group. However, this does not mean that the Committee
will issue Option Shares up to the prescribed limit. The Committee shall exercise its discretion in
deciding the number of Option Shares to be granted to each employee, which will depend on, inter
alia, the employee’s performance and value to our Group.
5.
Entitlement
Subject to such adjustments as may be made under the Rules, the number of Options to be
offered to a Participant of the Scheme shall be determined at the absolute discretion of the
Committee, who shall take into account criteria such as the rank, performance, years of service
and potential for future development of that Participant.
6.
Participants in other schemes
Participants who participate in the Scheme are eligible to participate in other schemes
implemented by other companies, if approved by the Committee.
7.
Grant of Options
Subject to the Rules, the Committee may make offers of grant of Options (“Offers”) to such eligible
Participants as it may in its sole and absolute discretion select at any time during the period when
the Scheme is in force, except that no Offers shall be made during the period of 30 days
immediately preceding the date our Company announces its interim and/or final results (whichever
the case may be). In the event of our Company announcing any matter of an exceptional nature
involving unpublished price sensitive information (“Exceptional Announcements”), Offers may
only be made on or after the third Market Day on which such Exceptional Announcement is
released.


8.
Acceptance of Offer
The Offer to a Participant, if not accepted by the Participant before 5.00 p.m. on the 30th day from
the date of such Offer, will lapse. Upon acceptance of the Offer, the Participant to whom the Option
is granted will pay to our Company a consideration of US$1.00 or such other amount and deliver
such other documentation as the Committee may require.
9.
Exercise price and exercise period
Subject to any adjustment to be made pursuant to the Rules, the exercise price for each Share in
respect of which an Option is exercisable shall be determined by the Committee at its absolute
discretion and fixed by the Committee at:
(a)
a price equal to the average of the last dealt prices for a Share on the SGX-ST for the period
of three consecutive Market Days immediately prior to the relevant Date of Grant (“Market
Price”) but in no event shall the exercise price per Share be less than its par value (“Market
Price Options”); or
(b)
a price which is set at a discount to the Market Price, provided that the maximum discount
shall not exceed 20 per cent. of the Market Price but in no event shall the exercise price per
Share be less than its par value (“Incentive Options”).
Each eligible Participant who has been granted Market Price Options shall be entitled to exercise
at any time after the first anniversary of the Date of Grant of that Option, Provided always that the
Options granted to employees shall be exercised before the tenth anniversary of the relevant Date
of Grant and Options granted to Non-Executive Directors and Independent Directors shall be
exercised before the fifth anniversary of the relevant Date of Grant, or such earlier date as may be
determined by the Committee, failing which all unexercised Options shall immediately lapse and
become null and void and a Participant shall have no claims against our Company.
Each eligible Participant who has been granted Incentive Options shall be entitled to exercise at
any time after the second anniversary of the Date of Grant of that Option, Provided always that the
Options granted to employees shall be exercised before the tenth anniversary of the relevant Date
of Grant and Options granted to Non-Executive Directors and Independent Directors shall be
exercised before the fifth anniversary of the relevant Date of Grant, or such earlier date as may be
determined by the Committee, failing which all unexercised Options shall immediately lapse and
become null and void and a Participant shall have no claims against our Company.
10.
Variation of share capital
If a variation in our issued share capital occurs (whether by way of capitalisation or rights issue,
reduction of capital, sub-division or consolidation of Shares or distribution), the exercise price, the
nominal value, class and/or number of Shares comprised in an Option or over which Options may
be granted will be adjusted in such manner as the Committee may determine to be appropriate
and upon the written confirmation of our auditors (acting only as experts and not as arbitrators) that
in their opinion, such adjustment is fair and reasonable. The issue of Shares as consideration for
an acquisition by us or a private placement of Shares will not be regarded as a circumstance
requiring adjustment. An increase in the number of issued Shares as a consequence of the
exercise of Options or other convertibles issued by us will also not be a circumstance requiring
adjustment.
11.
Exercise of Options
Options which are accepted by the Participants may be exercised during the periods and at the
relevant exercise prices. All Options must be exercised before the expiry of 10 years from the Date
of Grant in the case of employees and before the expiry of five years in the case of Non-Executive
Directors and Independent Directors, or such earlier date as may be determined by the Committee,
failing which the Options shall be deemed to have expired and shall cease to be valid.
UNI-ASIA SHARE OPTION SCHEME
136


Special provisions dealing with the lapsing or permitting the earlier exercise of Options under
certain circumstances include:
(a)
the termination of the Participant’s employment or appointment in our Group, as the case
may be;
(b)
the bankruptcy of the Participant;
(c)
the death of the Participant;
(d)
a take-over of our Company; and
(e)
the winding-up of our Company (voluntary or otherwise).
12.
Shares issued under the Scheme
Shares arising from the exercise of the Options shall be subject to the provisions of the
Memorandum of Association and Articles of our Company. The Shares so allotted will upon issue
rank pari passu in all respects with the then existing issued Shares for any dividends, rights,
allotments or distributions the record date (“Record Date”) of which falls after the relevant date of
exercise of the Option. “Record Date” means the date fixed by our Company for the purposes of
determining entitlements of Shareholders to dividends, rights, allotments or other distributions.
13.
Changes in the Scheme
Subject to the prior approval of the SGX-ST or any other stock exchange on which the Shares are
listed or quoted and other regulatory authorities as may be necessary, the Scheme may be altered
from time to time by a resolution of the Committee. However, no alteration shall be made which
would adversely affect the rights attached to Options granted prior to such alteration except with
the prior consent in writing of such number of Participants who, if they exercised their Options in
full, would thereby become entitled to not less than ¾ in nominal amount of all Shares which would
be allotted and issued upon exercise in full of all outstanding Options. Also, no alteration shall be
made to certain rules of the Scheme to the advantage of Participants except with the prior approval
of our Shareholders in general meeting.
14.
Duration of the scheme
The Scheme shall continue in operation for a maximum period of ten years commencing on the
Adoption Date. “Adoption Date” means the date upon which the Scheme is adopted by our
Shareholders which is 26 June 2007. The Scheme may be continued for any further period
thereafter with the approval of our Shareholders in general meeting and of any relevant authorities
which may then be required.
Grant of Options at Discounted Exercise Price
The Scheme which forms an integral component of our remuneration and compensation plan, is designed
to reward and retain eligible Participants whose services are crucial to our well-being and success. The
ability to grant Options with exercise prices set at a discount to the prevailing Market Prices of our
Shares, is intended, inter alia, to operate as a means to recognise Participants for their outstanding
performance as well as to motivate them to continue to excel while encouraging them to focus more on
improving our profitability and return above a certain level which will benefit all Shareholders when these
are eventually reflected through share price appreciation. The flexibility in determining the quantum of
discount would enable the Committee to tailor the incentives in the grant of Options to commensurate
with the performance and contribution of each individual Participant.
The flexibility of granting Options with discounted prices is also intended to cater for situations where the
market conditions are bullish and the market price of our Shares are traded at high premiums. In such
events, we may grant Options to our employees at a discount to the Market Price.
UNI-ASIA SHARE OPTION SCHEME
137


UNI-ASIA SHARE OPTION SCHEME
138
In deciding whether to give a discount and the quantum of such discount, the Committee shall be at
liberty to take into consideration factors including performance of our Company, the years of service and
individual performance of the Participant concerned, the contribution of the Participant to our success and
development, and the prevailing market conditions. All Participants, regardless of their rank, shall be
eligible to a discount of up to 20 per cent.
It is envisaged that we may consider granting the Options with Exercise Prices set at a discount to the
Market Price of our Shares prevailing at the time of grant under circumstances including (but not limited
to) to the following:
(a)
where, due to speculative forces in the stock market resulting in an overrun of the market, the
market price of our Shares at the time of the grant of Options is not a true reflection of our financial
performance;
(b)
to enable us to offer competitive remuneration packages in the event that the practice of granting
Options with exercise prices that have a discount element becomes a general market norm. As
share options become more significant components of executive remuneration packages, a
discretion to grant Options with discounted prices will provide us with a means to maintain the
competitiveness of our remuneration and compensation strategy; and/or
(c)
where we need to provide more compelling motivation for specific business units to improve their
performance, grants of share options with discounted exercise prices will help to align the interests
of employees to those of our Shareholders by encouraging them to focus more on improving our
profitability and returns above a certain level which will benefit all Shareholders when these are
eventually reflected through share price appreciation. Options granted at a discount are perceived
more positively by the employees who receive such Options.
The Committee will determine on a case-by-case basis whether a discount will be given, and if so, the
quantum of the discount, taking into account the objective that is desired to be achieved by us and the
prevailing market conditions. As the actual discount given will depend on the relevant circumstances, the
extent of the discount may vary from one case to another, subject to a maximum discount of 20 per cent.
of the Market Price of the Share, as described above.
The discretion to grant Options to subscribe for Shares at an exercise price set at a discount to the
Market Price will, however, be used judiciously. The amount of the discount may vary from one offer to
another, and from time to time, subject to a limit of 20 per cent. on the quantum of discount in respect of
Options granted under the Scheme.
In respect of our Independent Directors, we have presently not made any decision on the terms of the
grant of Options and on whether Options will be granted at a discount to the Market Price. However,
should we decide in the future to grant Options to them at a discount, such decision will be based on
factors such as the individual performance of the Participant and the contribution of the Participant to our
success and development.
We may also grant Options without any discount to the Market Price. Additionally, we may, if we deem fit,
impose conditions on the exercise of the Options (whether such Options are granted at the Market Price
or at a discount to the Market Price), such as restricting the number of Shares for which the Option may
be exercised during the initial years following its vesting.


UNI-ASIA SHARE OPTION SCHEME
139
Participants in the Scheme
Participation of our Group Employees
The extension of the Scheme to Group employees allows us to have a fair and equitable system to
reward Directors and employees who have made and who continue to make significant contributions to
our Group’s long-term growth.
We believe the Scheme will enable us to attract, retain and provide incentives to its Participants to
produce higher standards of performance as well as encourage greater dedication and loyalty by enabling
us to give recognition to past contributions and services as well as motivating Participants generally to
contribute towards our long-term growth.
Participation of our Non-Executive Director and Independent Directors
The Scheme contemplates the participation by any person who is or may become our Non-Executive
Directors. Our Non-Executive Directors and Independent Directors, although not involved in the day-to-
day running of our operations, play an invaluable role in furthering the business interests of our Group by
contributing their experience and expertise. We believe that by allowing our Non-Executive Directors and
Independent Directors to participate in the Scheme, we will be able to provide them with an opportunity to
participate in our equity. Our Non-Executive Directors and Independent Directors are closely associated
with our business operations even though they do not hold office in an executive capacity. To allow them
to participate in the Scheme will instil in them a greater sense of involvement and belonging in our Group,
thereby enhancing our working relationship with them.
In addition, our Independent Directors are also members of our Audit Committee. They therefore
undertake a major role in our corporate governance. It is therefore in our long-term interest that we
acknowledge the services of these Directors who are members of our Audit Committee by allowing them
to participate in the Scheme. Their participation in the Scheme will also attract future suitable and more
qualified persons to sit on our Audit Committee. This will help to ensure the continuity of good corporate
governance in our Company in the long term.
To reflect our recognition of the valuable contributions and efforts of our Non-Executive Directors and
Independent Directors, the Scheme will allow us flexibility in providing reward to these Directors in a
combination of Director’s fees and Options as it may not always be possible to compensate them fully or
appropriately by increasing the Directors’ fees or other forms of cash payment. We also hope that by
being able to offer share options, it will be able to attract more well-qualified persons to act as Non-
Executive Directors and Independent Directors of our Company.
We believe that the grant of Options to our Independent Directors will not give rise to any conflict of
interests. In any event, to minimise any potential conflict of interests and not to compromise the
independence of our Independent Directors, we intend to grant only a nominal number of Options under
the Scheme to such Independent Directors. In addition, in the event that any conflict of interests arises in
any matter to be decided by our Board, we shall procure that the relevant Independent Director abstain
from voting on such matter at our Board meeting.
Disclosures in Annual Reports
Details of the number of Options granted, the number of Options exercised and the subscription price (as
well as the discounts involved, if any) will be disclosed in our annual report.
Financial Effects of The Scheme
International Financial Reporting Standard 2 on Share-based Payment (“IFRS 2”) is effective for financial
statements covering periods beginning on or after 1 January 2005, and was in force at the date the
Scheme was approved. IFRS 2 requires the fair value of employee services received in exchange for the
grant of options to be recognised as an expense. For equity-settled share-based payment transactions,
the total amount to be expensed in the income statement over the vesting period is determined by
reference to the fair value of each option granted, excluding the impact of any non-market vesting
conditions.


At each balance sheet date, the Company revises its estimates of the number of options that are
expected to become exercisable. It recognises the impact of the revision of original estimates, if any, in
the income statement with a corresponding adjustment to equity.
Share options are treated as potential ordinary shares in calculating dilutive earnings per share.
Employee share options with fixed or determinable terms and non-vested ordinary share are treated as
options in the calculation of diluted earnings per share, even though they are contingent on vesting. They
are treated as outstanding on the grant date.
During the vesting period, the consolidated earnings per Share would be reduced by both the expense
recognised and the potential ordinary shares to be issued under the Scheme. When the options are
exercised, the consolidated net tangible assets will be increased by the amount of cash received in
subscription for the Option Shares. On a per Share basis, the effect is accretive if the subscription price is
above the net tangible assets per Share but dilutive otherwise.
We have made an application to the SGX-ST for permission to deal in, and for quotation of, our Shares
which may be issued upon the exercise of the Options to be granted under the Scheme. The approval of
the SGX-ST is not to be taken as an indication of the merits of our Company, our subsidiaries, our
Shares, the New Shares, the Option Shares or the Additional Shares.
UNI-ASIA SHARE OPTION SCHEME
140


141
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS 
OF INTEREST
INTERESTED PERSON TRANSACTIONS
In general, transactions between our Group and any of our interested persons (namely, our Directors,
Chief Executive Officer or Controlling Shareholders or the Associates of such Directors, Chief Executive
Officer or Controlling Shareholders) would constitute “Interested Person Transactions” for the purposes of
Chapter 9 of the Listing Manual.
Our interested persons include Mr. Motokuni Yamashiro, Mr. Kazuhiko Yoshida, Mr. Michio Tanamoto, Mr.
Robert Van Jin Nien, Mr. Jörg Wilhem Schelp, Mr. Hamilton Jian-Ren Chueh, Mr. V-Nee Yeh, Mr. Ang Miah
Khiang and Mr. Ronnie Teo Heng Hock who are our Directors and the Evergreen Group. Save as
disclosed below, none of our Controlling Shareholders, Directors, Executive Officers, or their respective
Associates, has any interest, direct or indirect, in any transaction undertaken by our Group within the past
three years ended 31 December 2006 and from 1 January 2007 up to the Latest Practicable Date.
Past, Present and Ongoing Transactions
Transactions with the Evergreen Group 
Historically, part of our loan syndication business has involved Uni-Asia arranging loan facilities, operating
leases and, or finance leases for the Evergreen Group.
Evergreen International S.A. is a private, Panamanian company controlled as to 100% by Dr. Chang and
his associates, Mr. Chang Kuo Hua, Mr. Chang Kuo Ming and Mr. Chang Kuo Cheng. It is a holding
company with direct and indirect interests in a number of companies engaged in the ownership and
operation of shipping and aircraft fleets, including various major members of the Evergreen Group.
Although no member of our Group is in the business of lending money to Evergreen or any other
company of the Evergreen Group, Uni-Asia has earned and continues to earn fees from these companies
as a result of arranging loans or other financing transactions, such as operating leases and finance
leases, for these companies, the lenders or financiers of which are syndicates of banks or other lending
institutions whose participants are independent of and not interested persons of our Company.
The fees which Uni-Asia earns from these transactions comprise arrangement fees, paid at the outset,
typically on or around drawdown of a loan facility or on the initial leasing of the asset, i.e. the ship or
aircraft, in relation to an operating lease or finance lease. In addition, Uni-Asia earns ongoing annual
agency fees, over the tenor of the facilities, in relation to its role as agent of the syndicate members. The
annual agency fees earned are minimal in comparison to the arrangement fees in respect of any loan or
financing transaction.
In the normal course of business, we arrange loans or other financial transactions for the Evergreen
Group. Such transactions are of an ad-hoc nature and have been carried out on an arm’s length basis.
We also act as facility agent for these loans and financial transactions.
The aggregate fees, including arrangement fees, agency fees and interest income, received from the
Evergreen Group in each of the past three years ended 31 December 2006 and from 1 January 2007 up
to the Latest Practicable Date are as follows:
From 
1 January 2007
to Latest  
FY2004
FY2005
FY2006
Practicable Date
Aggregate fees received (US$ ’000)
1,682
1,452
3,483
51
The fees received from Evergreen are based on our normal rates charged to our other customers at the
relevant time. Such transactions, if continued after our listing on the SGX-ST, will be subject to the review
procedures described in “Guidelines For Future Interested Person Transactions” below, to ensure that
they are continued on an arm’s length basis.


Guidelines For Future Interested Person Transactions
In the event that we enter into certain transactions with interested persons in the future, such future
transactions with interested persons must comply with the requirements of the Listing Manual. As
required by the Listing Manual, our Articles of Association require a Director to abstain from voting in any
contract or arrangement in which he has a personal material interest. Our internal control procedures will
be designed to ensure that all Interested Person Transactions are conducted at arm’s length and on
normal commercial terms.
Any interested person transaction will be properly documented and submitted semi-annually to our Audit
Committee for its review to ensure that all Interested Person Transactions are conducted at arm’s length
and on normal commercial terms. In the event that a member of our Audit Committee is interested in any
Interested Person Transaction, he will abstain from reviewing that particular transaction. Our Audit
Committee will include the review of all such Interested Person Transaction as part of the standard
procedures while examining the adequacy of our internal controls.
Our Audit Committee will ensure that all provisions and disclosure requirements on all such Interested
Person Transactions, including those required by prevailing legislation, the Listing Manual and accounting
standards, as the case may be, are complied with.
Our Directors will ensure that all disclosure requirements on Interested Person Transactions, including
those required by prevailing legislation, will be subject to shareholders’ approval if deemed necessary by
the Listing Manual. We will disclose in our annual report the aggregate value of Interested Person
Transactions conducted during the financial year.
Review Procedures for Future Interested Person Transactions
Our Audit Committee will review and approve Interested Person Transactions, to ensure that they are on
an arm’s length basis, that is, that the transactions are transacted on terms and prices not more
favourable to the interested person than if they were transacted with a third-party and we and our
shareholders have not been disadvantaged in accordance with the following review procedures:
(i)
all Interested Person Transactions (either individually or as part of a series or if aggregated with
other transactions involving the same Interested Person during the same financial year) below
S$100,000 will not require the approval of the Audit Committee;
(ii)
all Interested Person Transactions (either individually or as part of a series or if aggregated with
other transactions involving the same Interested Person during the same financial year) below or
equal to 3% of the last audited NTA of our Group will not require approval of the Audit Committee
prior to such transactions being entered into, but will require approval 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 profit margin built-in or discount
given or price received by us for the same or substantially similar type of transactions between us
and unrelated parties and the terms are no more favourable to the interested person than those
extended to or received from unrelated parties; and
(iii)
all Interested Person Transactions (either individually or as part of a series or if aggregated with
other transactions involving the same Interested Person during the same financial year) in excess
of 3% of the last audited NTA of our Group will be reviewed by and will require approval by the
Audit Committee prior to such transactions being entered into.
We intend to prepare relevant information (such as pricing guidelines, pricing for similar existing
customers and quotations obtained from third-parties) to assist our Audit Committee in its review of all
Interested Person Transactions.
142
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS 
OF INTEREST


Before any agreement or arrangement that is not in our ordinary course of business is transacted, prior
approval must be obtained from our Audit Committee. In the event that a member of the Audit Committee
is interested in any of the Interested Person Transaction, he will abstain from reviewing that particular
transaction. Any decision to proceed with such an agreement or arrangement would be recorded for
review by the Audit Committee.
We also intend to comply with the provisions in Chapter 9 of the Listing Manual in respect of all future
Interested Person Transactions, and if required under the Listing Manual, we will seek our Shareholders’
approval for such transactions.
Other Review Procedures
In view that part of our loan syndication business has historically involved the arrangement of loan
facilities, operating leases and/or finance leases for the Evergreen Group, we will, in the interests of good
corporate governance, apply the same review and approval procedures as those applicable to future
Interested Person Transactions, to all our future transactions with the Evergreen Group, for so long as
Evergreen holds a direct and/or indirect shareholding interest of five per cent. or more in our Company.
However, as Evergreen is not an interested person for the purposes of Chapter 9 of the Listing Manual,
our transactions with Evergreen Group will not be subject to the disclosure requirements under Chapter 9
of the Listing Manual. The requirements under Chapter 9 of the Listing Manual will only apply to
transactions with the Evergreen Group in the event of Evergreen becoming an interested person in the
future.
POTENTIAL CONFLICTS OF INTERESTS
Our non-Executive Director, Mr. Robert Van Jin Nien, has a 0.08% shareholding interest in and is also a
director of Hopewell Holdings Limited (“Hopewell”), a company in the principal business of property
development. Hopewell is our substantial shareholder, and is currently publicly listed in Hong Kong. Our
Board believes that Mr. Nien’s interests in Hopewell does not give rise to a material conflict of interests,
given that he does not have a material shareholding interest in Hopewell. In the event that Mr. Nien or the
Board is of the view that any material conflict of interests should arise, Mr. Nien will abstain from
deliberating and participating in the decision-making process of our Board, in relation to any such matter
in question.
Our Independent Director, Mr. V-Nee Yeh, is a director and non-executive chairman of Argyle Street
Management Limited (“ASM”), a fund management company that manages other funds investing in
distressed assets, including the ASM Asia Recovery Fund. Mr. Yeh holds units in the ASM Asia Recovery
Fund and also has a 33.33% shareholding interest in Argyle Street Management (Holdings) Limited
(“ASMH”), which in turn owns 100% of ASM. As Mr. Yeh does not have majority control over ASM, he
does not control the decision-making of the board or investment committee of ASM. Our Board believes
that potential conflicts of interests would be minimised by the fact that Mr. Yeh is an independent non-
executive director of our Company and is not involved in the day-to-day business of our Group. In
addition, as a Director of our Company, Mr. Yeh will also have a duty to disclose any conflicts of interest,
as soon as he becomes aware of the same. He will also abstain from voting in respect of any matter
where a conflict of interests arises and is required to act in the interests of our Company and our
shareholders as a whole when performing his duties as an Independent Director of our Company. Our
Board believes that his professional background in distressed assets fund management is beneficial to us
as he would have a better understanding of our business. In connection with Mr. Yeh’s appointment as our
Independent Director, we will, prior to the registration of this Prospectus with the MAS, enter into a
confidentiality agreement with Mr. Yeh, pursuant to which Mr. Yeh will be required to keep confidential and
not use, divulge, disclose or deliver to any person (except as authorised or required by his duties or by
law) any information acquired by him in the course of his role as director of the Company and which (i) is
a trade secret or know-how of our  Company or is otherwise the confidential property of our Company or
any of its related corporations; or (ii) was acquired by the director under a duty of confidentiality. Mr. Yeh
will also be required to use his best endeavours to prevent the publication or disclosure of any trade
143
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS 
OF INTEREST


secret or know-how of our Company, or confidential information concerning the business or the finance of
our Company or any of our related companies or of any person or company with whom our Company
deals. The above confidentiality requirements shall continue to apply after the termination of Mr. Yeh’s
appointment without limit in time, but shall cease to apply to information or knowledge which may come
into the public domain other than by breach of these provisions.
Each of our Executive Directors, Mr. Motokuni Yamashiro, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto,
has an option to subscribe for new shares in our associated company, Capital Advisers. Mr. Yoshida and
Mr. Tanamoto are also directors of Capital Advisers. None of their options, if fully exercised, would each
amount to more than 1.63% of the enlarged share capital of Capital Advisers. They do not currently hold
any shares directly in Capital Advisers. In order to minimise any potential conflicts of interests, each of
Mr. Motokuni Yamashiro, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto will abstain from deliberating and
participating in the decision-making process of our Board, in relation to any issues concerning our
transactions with Capital Advisers. In addition, as our Directors each of Mr. Motokuni Yamashiro, Mr.
Kazuhiko Yoshida and Mr. Michio Tanamoto will also have a duty to disclose any conflicts of interest, as
soon as he becomes aware of the same. They will also be required to act in the interests of our
Company and our Shareholders as a whole when performing their duties as our Directors.
Save as disclosed above and in the section entitled “Interested Person Transactions” in this Prospectus:-
(a)
none of our Directors, Executive Officers, Controlling Shareholders or any of their Associates has
had any interest, direct or indirect, in any transactions to which our Company was or is to be a
party;
(b)
none of our Directors, Executive Officers, Controlling Shareholders or any of their Associates has
any interest, direct or indirect, in any company carrying on the same business or a similar trade
which competes materially and directly with the existing business of our Group; and
(c)
none of our Directors, Executive Officers, Controlling Shareholders or any of their Associates has
any interest, direct or indirect, in any company that is our customer or supplier of goods and
services.
Mitigation
Upon completion of the Invitation, there is no single Controlling Shareholder of our Group.
We believe that any potential conflicts of interest are addressed as follows:

We have established policies and procedures, including internal audit controls, to ensure that our
transactions with our Controlling Shareholders and their affiliates are entered into on arm’s length
and normal commercial terms. In this regard, our Company has appointed an internal auditor (the
“Internal Auditor”) to undertake the role of the internal audit function. The Internal Auditor will be
responsible for assessing the internal auditing and reporting controls and procedures within our
Group and to make recommendations, as appropriate, to the Audit Committee.

Upon our listing on the SGX-ST, we will be subject to the SGX-ST rules on Interested Person
Transactions. The objective of these rules is to ensure that our Interested Person Transactions do
not prejudice the interests of our Shareholders as a whole. These rules require us to make prompt
announcements, disclosures in our annual reports and/or seek Shareholders’ approval for certain
material Interested Person Transactions. Further, our Audit Committee may have to, and we may
have to appoint independent financial advisers to, review such Interested Person Transactions and
state whether or not it is, or they are, of the view that such transactions are on normal commercial
terms and are not prejudicial to our interests and our minority Shareholders.
144
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS 
OF INTEREST



Our Audit Committee will review Interested Person Transactions on a periodic basis to ensure
compliance with our policies and procedures, including internal audit controls, and with the relevant
provisions of the SGX-ST rules. The review will include an examination of the nature of the
transactions and such relevant supporting data as the Audit Committee may deem necessary. If a
member of our Audit Committee has an interest in a transaction, he will abstain from participating
in the review and approval process of the Audit Committee in relation to that transaction. Our Audit
Committee will also review the policies and procedures to ensure that they are adequate to achieve
the objectives of ensuring that our Interested Person Transactions are entered into on arm’s length
and normal commercial terms.

Our Directors owe fiduciary duties to us, including the duty to act in good faith and in our best
interests. Our Directors have a duty to disclose any conflict of interest, as soon as they become
aware of any conflict, including a conflict that arises from a directorship in a competing company or
from a personal investment in a competing company and, in such event, such Director may only
vote in respect of any such decision if his fiduciary duties so allow and only in accordance with
such duties. Our Directors are also subject to a duty of confidentiality, which precludes a Director
from disclosing to any third-party information that is confidential to us.

Our Audit Committee will review any conflicts of interest disclosed to our Board and the exercise of
Directors’ fiduciary duties in this respect. Upon disclosure of an actual or potential conflict of
interest by a Director, our Audit Committee will consider whether a conflict of interest does in fact
exist and whether it is appropriate that such Director abstain from voting in respect of a matter
where the conflict of interest arises. The review will include an examination of the nature of the
conflict and such relevant supporting data as our Audit Committee may deem reasonably
necessary. If any member of our Audit Committee has a conflict of interest which is brought before
our Audit Committee, such member shall not participate in any proceedings of our Audit Committee
in relation to such conflict of interest.
145
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS 
OF INTEREST


DESCRIPTION OF OUR ORDINARY SHARES
146
The following description of our share capital summarises certain provisions of our Articles. Such
summaries do not purport to be complete and are subject to, and are qualified in their entirety by
reference to and all of the provisions of our Articles (copies of which are available for inspection at the
place referred to on page 173 of this Prospectus), Cayman Companies Law and the Companies Act.
Share capital
The authorised share capital of our Company is US$120,000,000 divided into 750,000,000 Shares of
US$0.16 par value each.
Dividend rights
Dividends and interim dividends on our Shares may be declared from time to time by our Directors on a
pari passu basis.
Variation of rights
If at any time the share capital of our Company is divided into different classes of shares, preference
capital other than redeemable preference capital may be repaid and the rights attached to any class may
be varied with the sanction of a special resolution passed at a general meeting of the holders of the
shares of that class or, if such special resolution is not passed within two months of such meeting, with
the consent in writing of the holders of three-fourths of the issued shares of that class.
Transfer of shares
No Member may transfer shares in our Company unless the prior consent of our Directors has been
obtained and the provisions set out in the Articles concerning pre-emption having been complied with.
Where a Member transfers or proposes to transfer shares in connection with a property settlement
agreement or by court decree in connection with any marriage dissolution or similar proceeding, or a
bankruptcy or insolvency proceeding or the death or liquidation of such Member, our Company will have
the first right to repurchase all the shares owned by such Member in accordance with the terms of the
Articles.
Meetings of shareholders
As our Company is an exempted company, it may but shall not be required to hold annual general
meetings.
Extraordinary general meetings can be called on the requisition of Members holding not less than one-
tenth of the paid-up voting capital of our Company or by our Directors.
Limitations on non-Cayman Islands shareholders
There are no limitations on non-Cayman Islands shareholders.
Access to books and records and dissemination of information
Our Directors shall determine whether and to what extent the accounts and books of our Company shall
be open to the inspection of Members. Our Directors may cause to be prepared and laid before our
Company in general meeting profit and loss accounts, balance sheets and group accounts, if any.
Election and removal of directors
Our Company may by ordinary resolution appoint and remove any Director. Our Directors may also
appoint a Director to hold office until the next annual general meeting of our Company and such Director
would then be eligible for re-election thereat.


Indemnification of Directors and officers
The Directors and officers of our Company and any trustee acting in relation to our Company’s affairs and
their heirs, executors, administrators and personal representatives shall be indemnified out of the assets
of our Company for and against all actions, proceedings and damages which shall be incurred by reason
of any act done or omitted in the execution of their duty except due to wilful neglect or default.
Amendment of Memorandum of Association and Articles
Our Company may amend the Memorandum and Articles of Association of our Company by special
resolution.
Certain provisions of Cayman Islands Company Law
Please refer to Appendix E of this Prospectus for a summary of Cayman Islands Company Law.
Share Registrar and Singapore Share Transfer Agent
A register of holders of our Shares will be maintained by Lim Associates (Pte) Ltd in Singapore, and Lim
Associates (Pte) Ltd will also serve as Singapore share transfer agent for our Shares.
DESCRIPTION OF OUR ORDINARY SHARES
147


TAXATION
148
The following is a discussion of certain tax matters arising under the current tax laws of the Cayman
Islands, Singapore, Hong Kong, Japan and the PRC and is not intended to be and does not constitute
legal or tax advice. While this discussion is considered to be a correct interpretation of existing laws in
force, no assurance can be given that courts or fiscal authorities responsible for the administration of
such laws will agree with this interpretation or that changes in such laws will not occur. The discussion is
limited to a general description of certain tax consequences in the respective countries with respect to
ownership of our Shares by investors in those respective countries, and does not purport to be a
comprehensive nor exhaustive description of all of the tax considerations that may be relevant to a
decision to purchase our Shares. Prospective investors should consult their tax advisors regarding tax
and other tax consequences of owning and disposing our Shares. It is emphasised that neither our
Company, our Directors nor any other persons involved in the Invitation accepts responsibility for any tax
effects or liabilities resulting from the subscription for, purchase, holding or disposal of our Shares.
CAYMAN ISLANDS TAXATION
Pursuant to section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, our Company
has obtained an undertaking from the Governor in Cabinet:
(a)
that no law which is enacted in the Cayman Islands imposing any taxes to be levied on profits or
income or gains or appreciation shall apply to the Company or its operations; and
(b)
in addition, that no tax to be levied on profits, income gains or appreciations or which is in the
nature of estate duty or inheritance tax shall be payable by the Company:
(i)
on or in respect of the shares, debentures or other obligations of the Company; or
(ii)
by way of withholding in whole or in part of any relevant payment as defined in Section 6(3)
of the Tax Concession Law (1999 Revision).
The undertaking is for a period of twenty years, commencing 8 April 1997.
The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income,
gains or appreciations and there is not taxation in the nature of inheritance tax or estate duty. There are
no other taxes likely to be material to our Company levied by the Government of the Cayman Islands
save certain stamp duties which may be applicable, from time to time, on certain instruments executed in
or brought within the jurisdiction of the Cayman Islands. The Cayman Islands are not party to any double
tax treaties.
SINGAPORE TAXATION 
Individual Income Tax
An individual is a tax resident in Singapore in a year of assessment if, in the preceding year, he was
physically present in Singapore or exercised an employment in Singapore (other than as a director of a
company) for 183 days or more, or if he resides in Singapore.
The following income received in Singapore by non-resident individuals is exempt from Singapore income
tax:
(a)
all foreign sourced income; and
(b)
Singapore-sourced investment income from financial instruments.
For individual tax residents of Singapore, the income specified in (a) and (b) above is exempt from tax
except where such income is derived through a partnership in Singapore or is derived through carrying
on of a trade, business or profession.


Thus, an individual taxpayer is only subject to Singapore income tax on income (other than certain
investment income and one-tier dividends which are exempt from tax) accrued in or derived from
Singapore, irrespective of whether that person is a resident or non-resident of Singapore.
The tax rate for a resident individual varies according to the individual’s circumstances, but is subject to
the current maximum rate of 20% for the year of assessment 2007 (i.e. calendar year 2006). A non-
resident individual is normally taxed at the corporate tax rate, except that Singapore employment income
is taxed at a flat rate of 15% or at resident rates, whichever yields a higher tax.
Corporate Income Tax
A corporate taxpayer is regarded as resident for Singapore tax purposes if its business is controlled and
managed in Singapore.
A Singapore resident corporate taxpayer is subject to Singapore income tax on income accrued in or
derived from Singapore, and on foreign sourced income received in Singapore.
However, foreign
dividends, branch profits and foreign sourced service income received in Singapore by a Singapore
resident company are exempt from Singapore tax if certain conditions are met. In addition, one-tier
dividends received by a resident company are also exempt from Singapore income tax.
A non-resident corporate taxpayer, with certain exceptions, is subject to income tax only on income that is
accrued in or derived from Singapore, and on foreign sourced income received in Singapore, subject to
certain exceptions. One-tier dividends received by a non-resident Singapore company are also exempt
from Singapore income tax. There is no withholding tax on dividends paid by a Singapore resident
company to non-resident shareholders.
The corporate tax rate is presently 18%. In calculating a company’s chargeable income, 75% of up to the
first S$10,000 of chargeable income and 50% of up to the next S$290,000 are exempt from corporate tax
with effect from year of assessment 2008. The remaining chargeable income will be fully taxable at the
corporate tax rate of 18%. The tax exemptions referred to above do not apply to Singapore dividend
income.
Dividend Distributions
Singapore moved to the one-tier corporate tax system with effect from 1 January 2003. Under this
system, the tax collected from corporate profits is final and all Singapore dividends paid by Singapore tax
resident companies to their shareholders are exempt from tax (“one-tier tax exempt dividends”).
If the company is a Singapore tax resident company under the one-tier corporate tax system, it can
distribute one-tier tax exempt dividends to its shareholders. Such dividends are exempt from Singapore
income tax in the hands of its shareholders.
Gains on Disposal of our Shares
Singapore does not impose tax on capital gains. However, there are no specific laws or regulations which
deal with the characterisation of gains. In general, gains may be construed to be of an income nature and
subject to Singapore income tax if they arise from activities which the Inland Revenue Authority of
Singapore regards as the carrying on of a trade or business in Singapore.
Any profits from the disposal of our Shares are not taxable in Singapore unless the seller is regarded as
having derived gains of an income nature, in which case, the disposal profit would be taxable.
Stamp Duty
There is no stamp duty payable on the subscription of our Shares.
Stamp duty is payable in Singapore on an instrument of transfer of our Shares at the rate of S$0.20 for
every S$100.00 or any part thereof, computed based on the consideration for or market value of our
Shares, whichever is higher.
TAXATION
149


The purchaser is liable for stamp duty, unless there is an agreement to the contrary. No stamp duty is
payable if no instrument of transfer is executed or the instrument of transfer is executed outside
Singapore. However, stamp duty may be payable if the instrument of transfer which is executed outside
Singapore is received in Singapore.
The above stamp duty is not applicable to electronic transfers of shares effected through the Central
Depository system.
Estate Duty
Singapore estate duty is imposed on the value of immovable property situated in Singapore owned by
individuals who are not domiciled in Singapore, subject to specific exemption limits. Movable assets of
non-domiciles will be exempt from estate duty with respect to deaths occurring on or after 1 January
2002. Singapore estate duty is imposed on the value of most immovable property situated in Singapore
and on most movable property, wherever it may be, owned by individuals who are domiciled in Singapore,
subject to specific exemption limits.
Accordingly, our Shares held by an individual domiciled in Singapore are subject to Singapore estate duty
upon such individual’s death. Singapore estate duty is payable to the extent that the value of our Shares
aggregated with any other assets subject to Singapore estate duty exceeds S$600,000. Unless other
exemptions apply to the other assets, for example, the separate exemption limit for residential properties,
any excess beyond S600,000willbetaxedat5percent.ofthefirstS12,000,000 of the individual’s
Singapore chargeable assets and thereafter at 10 per cent. Individuals, whether or not domiciled in
Singapore should consult their own tax advisors regarding the Singapore estate duty consequences of
their ownership of our Shares.
Goods and Services Tax (“GST”)
The sale of shares is considered a supply of services for GST purposes. Generally, a supply of services
made by a GST-registered person is subject to GST at the current rate of 7% unless the supply of
services can qualify for zero-rating (i.e. charge GST at 0%) under Section 21(3) of the Goods and
Services Tax Act (Cap. 117A) (“GST Act”) or can qualify for exemption under the Fourth Schedule to the
GST Act.
The sale of shares by a GST-registered investor in the course of or furtherance of a business carried on
by him through the Singapore Exchange or to another person belonging in Singapore qualifies for
exemption under the Fourth Schedule to the GST Act. However, any input GST which is incurred by the
investor in making exempt supplies is not recoverable from the Comptroller of GST.
If the sale of shares by a GST-registered investor is made to another person belonging outside
Singapore, and that person is outside Singapore when the sale is executed, the sale would qualify for
zero-rating under Section 21(3)(j) of the GST Act. Input GST which is incurred by the investor in making
zero-rated supplies is fully recoverable from the Comptroller of GST.
Brokerage, handling and clearing fees in connection with the sale or acquisition of shares charged by a
GST-registered person (e.g. broker) to an investor belonging to Singapore is subject to GST at the current
rate of 7%. Similar services rendered to an investor belonging outside Singapore should qualify for zero-
rating provided that the investor is outside Singapore when the services are performed and the services
provided do not benefit any Singapore persons.
TAXATION
150


HONG KONG TAXATION
Profits Tax
Hong Kong profits tax is chargeable on every person, including corporations, partnerships, trustees and
bodies of persons carrying on any trade, profession or business in Hong Kong in respect of his/its
assessable profits (excluding profits arising from the sale of capital assets) arising in or derived from
Hong Kong from the conduct of such trade, profession or business. Non-residents in receipt of such
profits are also subject to profit tax. The current profits tax rate is 17.5% for corporations while sole
proprietorships, partnerships and other unincorporated businesses are taxed at a rate of 16%.
Stamp Duty
Stamp duty is payable on contract note for sale or purchase of any Hong Kong stock (i.e. stock the
transfer of which is required to be registered in Hong Kong) at the rate of 0.2% of the consideration or, if
higher, the value of the Hong Kong stock being sold or transferred. This is payable half by the vendor and
half by the purchaser.
Other Taxes
Currently, there is no capital gains tax or turnover or sales taxes in Hong Kong.
Professional Tax Advice Recommended
If you are unsure about the taxation implications of subscribing for, purchasing, holding, disposing of,
dealing in, or the exercise of any rights in relation to the New Shares, you should consult an expert. Our
Company, our Directors or any person involved in the Invitation do not accept responsibility for any tax
effects on or liabilities resulting from the subscription for, purchase, holding, disposing of, dealing in, or
the exercise of any rights in relation to the New Shares.
JAPAN TAXATION 
General
Individual income taxes in Japan consist of national income tax and local inhabitant tax. An individual with
a domicile or residence in Japan for a period of one year or longer (“resident”) is subject to national and
local income taxes on worldwide income, while an individual other than a resident (“non-resident”)
having no permanent facility in Japan is subject to only national income tax solely upon income from
sources within Japan. A resident who does not possess Japanese nationality and has maintained a
residence or domicile in Japan over a period of no more than five years in the last ten years, is treated as
“a non-permanent resident”. A non-permanent resident taxpayer is subject to national and local income
taxes solely on income derived from sources within Japan and income derived from foreign sources paid
in Japan or remitted to Japan.
National income tax rates are progressive, ranging from 5% to 40% in 2007. Local inhabitant tax rate is
10% in 2007. However, interest income, capital gains from transfer of stocks etc. are taxed separately
from other income at special rates specified in the Special Taxation Measures Law.
Japanese corporate taxes consist of corporate income tax (national tax), income tax and enterprise tax
(local tax) and other local taxes.
Domestic corporations, including subsidiaries and joint ventures established under the Japanese law by
foreign enterprises are subject to corporate income tax on their worldwide income and other corporate
taxes.
Foreign corporations operating in Japan through branches are liable for the corporate income tax on the
entire income from sources within Japan and other corporate taxes.
TAXATION
151


Dividends
With respect to individual taxpayers, dividend income may be taxed as aggregate income or separately
from other income at their choice. Withholding income tax will be imposed on dividends if dividends be
paid through a paying agent in Japan. The withholding tax rate for dividends from shares listed in Japan
and overseas is 10%, comprising national tax of 7% and local tax of 3% until 31 March 2009, and 20%
thereafter, comprising national tax of 15% and local tax of 5%.
Corporate taxpayers enjoy a benefit of deduction from gross income a certain portion of dividend.
Capital Gain
With respect to individual taxpayers, capital gains derived from the transfer of stocks are taxed separately
from other income by filing a return. The current tax rate applied to these capital gains is 20%, comprising
national tax of 15% and local tax of 5% (10% for listed stocks, comprising national tax of 7% and local tax
of 3% until 31 December 2008).
As for corporate taxpayers, capital gains from the sale of securities are subject to ordinary corporate
income taxes in the same manner as ordinary income.
Inheritance Tax
Inheritance tax is imposed on the total value of all properties acquired through inheritance or bequest,
less liabilities and funeral expenses. Properties are appraised based on current prices or values at the
time of acquisition. Our Shares held by an individual domiciled in Japan are generally subject to
Japanese Inheritance Tax upon such individual’s death.
PRC TAXATION
Tax Legislation
At present, the State Organisations that have authority to formulate tax laws or tax policy mainly include
the National People’ s Congress (the “NPC”) and its Standing Committee, State Council, Ministry of
Finance, State Administration of Taxation, Tariff and Classification Committee of the State Council, and
General Administration of Customs.
(a)
Tax laws are enacted by the NPC, e.g. the Individual Income Tax Law of the People’s Republic of
China; or enacted by the Standing Committee of the NPC, e.g. the Tax Collection and
Administration Law of the People’s Republic of China.
(b)
The administrative regulations and rules concerning taxation are formulated by the State Council,
e.g., the Detailed Rules for the Implementation of the Tax Collection and Administration Law of the
People’s Republic of China, the Detailed Regulations for the Implementation of the Individual
Income Tax Law of the People’s Republic of China and the Provisional Regulations of the People’s
Republic of China on VAT.
(c)
The departmental rules concerning taxation are formulated by the Ministry of Finance, the State
Administration of Taxation, the Tariff and Classification Committee of the State Council, and the
General Administration of Customs, e.g., the Detailed Rules for the Implementation of the
Provisional Regulations of the People’s Republic of China on VAT and the Provisional Measures for
Voluntary Reporting of the Individual Income Tax.
TAXATION
152


Foreign Investment Taxation
According to the “Circular on Questions related to Provisional Regulations concerning Taxations including
Value-Added Tax, Consumption Tax and Business Tax Applicable to Foreign Investment Enterprises and
Foreign Enterprises”
, the following tax categories are applicable to foreign investment enterprises:
(1) 
Value-Added Tax 
(2)
Consumption Tax 
(3) 
Business Tax  
(4)
Income Tax
(5)
Land Value-Added Tax
(6) 
Resources Tax
(7)
Stamp Tax
(8) 
Animal Slaughter Tax
(9) 
Urban Real Estate Tax
(10) Vehicle and Shipping License Tax
(11) Contract Tax 
Customs Tax is also applicable for foreign investment enterprises with imports and exports.
The most important tax categories are as follows:
(a)
Income Tax on foreign investment enterprises 
The applicable income tax laws, regulations, notices and decisions (collectively referred to as
“Applicable Foreign Enterprises Tax Law”) related to foreign investment enterprises and their
investors include, without limitation to, the following:
(i) 
Income Tax Law of the PRC on Foreign Investment Enterprises and Foreign Enterprises
adopted by the NPC on 9 April 1991
which came into effect on 1 July 1991 and would be revoked on 1 January 2008;
(ii) 
Implementing Rules of the Income Tax Law of the PRC on Foreign Investment Enterprises
and 
Foreign 
Enterprises 
promulgated by the State Council on 30 June 1991 and came into effect on 1 July 1991;
(iii)
Notice Relating to Income Tax for Foreign Investment Enterprises and Foreign Enterprises In
a Number of Law Enforcement Issues 
promulgated by State Tax Bureau on 21 August 2000 and effective on 1 July
2000; and
(iv)
The Enterprise Income Tax Law of the PRC 
adopted by the
NPC on 16 March 2007 and effective on 1 January 2008.
TAXATION
153


According to the Applicable Foreign Enterprises Tax Law, before the Enterprise Income Tax Law of
the PRC 
comes into effect, a foreign investment enterprise is
required to pay a national income tax at a rate of 30% of their taxable income and a local income
tax at a rate of 3% of their taxable income. The main tax preference is as follow:
(i)
A foreign investment enterprise engaged in production having a period of operation of not
less than 10 years shall be exempted from income tax for the first two profit making years
and a 50% reduction in the income tax payable for the next three years. The income tax
concession for foreign investment enterprises engaged in the exploitation of resources such
as petroleum, natural gas, rare metals and precious metals are regulated separately by the
State Council.
(ii)
Foreign investment enterprises established in special economic zones, foreign enterprises
having an establishment in special economic zones engaged in production or business
operations and foreign investment enterprises engaged in production in economic and
technological zones may pay income tax at a reduced rate of 15%. Foreign investment
enterprises engaged in production established in coastal economic open zones or in the old
urban districts of cities where the special economic zones or the economic and technological
development zones are located may pay income tax at a reduced rate of 24%.
The Enterprise Income Tax Law of the PRC 
sets a new income tax
rate of 25% for all resident enterprises. The main tax rates are as follows:
(i)
A preferential rate of 20% to eligible small low-profit enterprises and a preferential rate of
15% to hi-tech enterprises receiving priority support from the State (Article 28)
(ii)
More tax preferential treatment to venture investment enterprises (Article 31) and to
enterprises investing in environmental protection, energy and water conservation, work
safety, etc. (Article 34).
(iii)
Preferential tax policy on investment in agriculture, forestry, animal husbandry, fisheries and
infrastructure construction, income from environmental protection projects and eligible
technology transfer (Article 27).
(iv)
Direct tax reduction or exemption with a substitute preferential policy for labor service
enterprises, welfare enterprises and enterprises making comprehensive use of resources
(Articles 30 and 33).
(v)
Transitional measures for enterprises enjoying the existing statutory tax preferential
treatment: old enterprises established before the Enterprise Income Tax Law of the PRC
becomes effective, who were entitled to enjoy an income tax rate of 15% or 24% under the
current tax laws may, pursuant to the regulations of the State Council, continue to enjoy a
gradually increasing transitional income tax rate within five years after the new Enterprise
Income Tax Law becomes effective. Old enterprises entitled to enjoy regular tax reduction
and exemption treatment under the current income tax laws may continue to enjoy remaining
incentives in accordance with the requirements and period specified by the current income
tax laws. However, for enterprises that have not made any profits and thus not enjoyed such
preferential treatment, the period for enjoying preferential treatment shall be calculated from
the year in which the new Enterprise Income Tax Law becomes effective. The State Council
shall develop measures for implementing such transitional incentives (Article 57).
(b)
Value-Added Tax
All units and individuals which and who, in the territory of the PRC, sell goods, render services
such as processing, repair and spare parts replacement, or import goods, shall be the taxpayers of
value-added tax.
TAXATION
154


The value-added tax rate in the PRC shall be:
(i)
17% for sales or import of goods and providing service of processing and repair services;
(ii)
13% for sales or import of grain, edible oil coal gas, natural gas, coal products for civil use,
books, newspapers, magazines, etc.; and
(iii)
0% for export goods, except for those that the State Council has made special provisions.
(c)
Business Tax
There are nine business tax rates, ranging from 5% (communications and transportation industry)
to 20% (recreation industry).
(d)
Consumption Tax
Consumption tax has, in all, 11 tax items and 25 tax rates (tax volumes), from the lowest 3% to the
highest 45%. The tax rate is generally decided by prices in the production process, however, the
tax rate for yellow rice wine, beer, petrol and diesel oil is determined by the quantity in production.
The taxable export consumer goods, except those subject to special State provisions, should be
exempt from consumption tax.
(e)
Land Value-Added Tax
There are four categories of tax rates applicable under Land Value-Added Tax:
(i)
For the part of increased value that does not surpass 50% of the deduction of fixed items,
the tax rate is 30%.
(ii)
For the part of increased value that surpasses 50% but no more than 100% of the deduction
of fixed items, the tax rate is 40%.
(iii)
For the part of increased value that surpasses 100% but no more than 200% of the
deduction of fixed items, the tax rate is 50%.
(iv)
For the part of increased value that surpasses 200% of the deduction of fixed items, the tax
rate is 60%.
(f)
Urban Real Estate Tax
The owner or lessee (agent and user in cases where the owner and lesseet is unidentifiable) is the
tax payer. The Urban Real Estate Tax of foreign investment enterprises should be levied quarterly
at an annual tax rate of 1.2%, and they may enjoy a 30% reduction of assessed tax.
(g)
Customs Tax
(i)
Import: Tariffs and import-related value-added tax shall be exempted with respect to
imported equipment for foreign investment enterprises’ own use within the total amount of
investment in foreign business investment projects that transfer technology and are
consistent with the category of encouragement and the restricted B category under the
“Catalogue of Industries Guidance for Foreign Business Investment”
,
with the exception of commodities listed in the “Catalogue of Import Commodities for Foreign
Business Investment Projects with no Tax Exemption”
.
(ii)
Export: Foreign investment enterprises that export self-manufactured products, with the
exception of restricted exports, shall be exempt from export-related tax, subject to foreign
rules and regulations.
TAXATION
155


(iii)
Bonded commodities: The necessary imports for foreign investment enterprises to produce
exports, such as raw materials, fuel, parts and components, accessories or packaging
materials are regarded by Customs as bonded commodities.
TAXATION
156


Upon listing and quotation on the SGX-ST, our Shares will be traded under the book-entry settlement
system of the CDP
, and all dealings in and transactions of the Shares through the SGX-ST 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 will not be treated, under our Articles and the Cayman Companies Law as
members of our Company in respect of the number of Shares credited to their respective Securities
Accounts.
Persons holding the Shares in Securities Account 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 the SGX-ST, although
they will be prima facie evidence of title and may be transferred in accordance with our Articles. A fee of
S10foreachwithdrawalof1,000SharesorlessandafeeofS25 for each withdrawal of more than
1,000 Shares is payable upon withdrawing the Shares from the book-entry settlement system and
obtaining physical share certificates. In addition, a fee of S2orsuchotheramountasourDirectorsmaydecide,ispayabletotheShareRegistrarforeachsharecertificateissuedandastampdutyofS10 is
also payable where our Shares are withdrawn in the name of the person withdrawing our Shares or
S0.20perS100 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 the SGX-ST 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 S$20 is payable upon the deposit of each instrument
of transfer with CDP
.
Transactions in our Shares under the book-entry settlement system will be reflected by the seller’s
Securities Account being debited with the number of Shares sold and the buyer’s Securities Account
being credited with the number of Shares acquired. No transfer of stamp duty is currently payable for the
Shares that are settled on a book-entry basis.
A Singapore clearing fee for trades in our Shares on the SGX-ST is payable at the rate of 0.05 per cent.
of the transaction value subject to a maximum of S$200 per transaction. The clearing fee, instrument of
transfer deposit fee and share withdrawal fee may be subject to Singapore Goods and Services Tax.
Dealings of 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 the SGX-ST 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 agent. The CDP agent
may be a member company of the SGX-ST, bank, merchant bank or trust company.
CLEARANCE AND SETTLEMENT
157


INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS 
1.
The name, age, address, principal occupation and business and working experience of each of our
Directors and Executive Officers are set out in the section entitled “Directors, Management and
Staff” in this Prospectus.
2.
The present and past directorships other than directorships held in our Company (held in the five
years preceding the Latest Practicable Date) of each of our Directors, in other companies are as
follows:
Name
Present Directorships
Past Directorships
Executive Directors
Motokuni Yamashiro
Group Companies
Group Companies
Uni-Asia Fund Management Co., Ltd
Offshore Property Investment
Uni-Asia Services and Agency Co., 
Corporation 
Ltd
Uni-Asia Capital Co., Ltd
Uni-Asia Capital (Singapore) Limited
Associated Companies
Associated Companies
None
Capital Advisers
Other Companies
Other Companies
None
None
Kazuhiko Yoshida
Group Companies
Group Companies
Offshore Property Investment
None
Corporation
Uni-Asia Capital Co., Ltd
Uni-Asia Capital (Singapore) Limited
Uni-Asia Finance Corporation (Japan)
Uni-Asia Fund Management Co., Ltd
Uni-Asia Guangzhou Property
Management Co. Ltd.
Uni-Asia Services and Agency Co., Ltd
Associated Companies
Associated Companies
Capital Advisers 
None
Other Companies
Other Companies
Founders Corporation
None
Prosperity Containership S.A.
Michio Tanamoto
Group Companies
Group Companies
Uni-Asia Capital Co., Ltd
None
Uni-Asia Capital (Singapore) Limited
Uni-Asia Finance Corporation (Japan)
Uni-Asia Guangzhou Property
Management Co. Ltd.
Associated Companies
Associated Companies
Capital Advisers
None
Uni-Ships and Management Limited
GENERAL AND STATUTORY INFORMATION
158


Name
Present Directorships
Past Directorships
Michio Tanamoto
Other Companies
Other Companies
Euro Asia II Inc., Panama
None
Euro Asia III Inc., Panama 
Founders Corporation
Ocean Target Limited (in liquidation)
Ocean Time Limited (in liquidation)
Prosperity Containership S.A.
Non-Executive Directors
Hamilton Jian Ren Chueh
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
Asia Leasing Limited (in liquidation)
Evergreen Energy Technology
Evergreen International Corporation
Corporation (Singapore) Pte. Ltd
Evergreen Laurel Hotel (Paris) S.A.
(liquidated)
Evergreen Reinsurance Co
Greencompass Marine S.A.
Uniglory HK Ltd.
Jörg Wilhelm Schelp
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
None
None
Robert Van Jin Nien
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
Acewise Holdings Limited
Allway Gardens Management &
Amco Finance Holdings S.A.
Services Limited (liquidated)
Anber Investments Limited
Art Way Limited (liquidated)
Banbury Investments Limited
Daring March Company Limited
Bayern Gourmet Food Company
(liquidated)
Limited
EAC Holdings (BVI) Limited
Beecroft International Limited 
(liquidated)
Boro Investment Limited 
East Asia Capital (L) Limited
Chee Shing Company Limited
(liquidated)
Consolidated Construction 
Empresa de Construcoes e
Resources Limited
Fabquip Hong Kong Limited
Converse Limited
(liquidated)
Delta Roads Limited 
Fair Bong Limited (liquidated)
Dover Hills Investments Limited
Fomento Predial Hopewell (Macau)
Exgratia Company Limited 
Limitada
Fastwin Investment Limited
Fungus Company Limited (liquidated)
GENERAL AND STATUTORY INFORMATION
159


Name
Present Directorships
Past Directorships
Robert Van Jin Nien
Other Companies
Other Companies
Forbes Resources Limited
Harapbaik Construction (Malaysia) 
Galette Company Limited
Sdn. Bhd. (liquidated)
Goldhill Investments (B.V.I.) Limited
Hofine Limited (liquidated) 
Goldhill Investments Limited 
Hopewell 102 Limited (liquidated)
Goldmax Resources Limited 
Hopewell 104 Limited (liquidated)
Goldvista Properties Limited 
Hopewell Credit Limited (liquidated)
Gomark Holdings Ltd.
Hopewell Engineering & Construction
Guangzhou-Shenzhen Superhighway 
Limited (liquidated)
(Holdings) Ltd.
Hopewell Finance Limited (liquidated)
Happy Gain Resources Limited
Hopewell Guangzhou Ring Road
HCNH Insurance Brokers Limited
(Hong Kong) Limited (liquidated)
HH Finance Limited 
Hopewell Humen Development
HH Nominees Limited
Limited (liquidated)
HITEC Management Limited 
Hopewell International Limited
Hong Kong Bowling City Limited
(liquidated)
Hong Kong Insurance Agency Limited
Hopewell Shunde Highway 105
HOPEC Engineering Design Limited
Limited (liquidated)
Hopewell 106 Limited
Hopewell Xintang Development 
Hopewell 108 Limited 
(H.K.) Limited (liquidated)
Hopewell 110 Limited  
Hopewell Xintang Development
Hopewell (Broadview Villa) Car Parks
Limited (liquidated)
Management Limited
Indonesia Slipform Holding (L) Ltd
Hopewell Centre Management Limited 
(liquidated)
Hopewell China Development Limited
Indonesia Slipform (L) Ltd 
Hopewell Construction Company,
(liquidated) 
Limited 
Indonesia Tileman (BVI) Limited
Hopewell Development Company 
(liquidated)
Limited 
Indonesian Tileman Holding (L) Ltd
Hopewell Engineering & Construction
(liquidated)
(B.V.I.) Limited 
Indonesia Tileman (L) Ltd
Hopewell Engineering & Construction
(liquidated)
(Macau) Limited 
Indonesia Tileman Nominee (BVI) 
Hopewell Engineering Design Limited
Limited (liquidated)
Hopewell Hitec (B.V.I.) Limited
Joyful Year Limited (liquidated)
Hopewell Holdings Limited 
Kanematsu Power (South China)
Hopewell Hospitality Company Limited 
Co. Ltd. (liquidated)
Hopewell Housing Limited
Kanetalho Properties Limited
Hopewell Huang Gang Development
(liquidated)
(B.V.I.) Limited
Mega Hotels International Limited
Hopewell Huang Gang Development
(liquidated)
Limited  
Newpac (Hong Kong) Limited
Hopewell-Kanematsu (China)
(liquidated)
Development Holdings Limited 
Newpac Limited (liquidated)
Hopewell Ma Chung Development
Onway Company, Limited 
(H.K.) Limited
(liquidated)
Hopewell Ma Chung Development  
Power Project Services (L) Ltd
Limited
(liquidated)
Hopewell Properties (B.V.I.) Limited
Singway Company, Limited 
Hopewell Property Management
(liquidated)
Company Limited 
Suffield Company Limited 
Hopewell Rail Limited
(liquidated)
Hopewell Slipform Engineering
Tanjung Jati Slipform (BVI) Limited 
Limited  
(liquidated)
Hopewell Tileman Limited
Tanjung Jati Slipform Construction 
Hopewell Tileman Power System
Limited (liquidated)
Corp. (in liquidation)
Tileman Asia (Hong Kong) Limited
H-Power Investor Limited 
(liquidated)
GENERAL AND STATUTORY INFORMATION
160


Name
Present Directorships
Past Directorships
Robert Van Jin Nien
Other Companies
Other Companies
Indonesia Project Management (L) Ltd.
Truedale Company Limited 
Intek Resources Limited
(liquidated)
International Trademart Company   
Tuxhouse Holdings Limited 
Limited
(liquidated)
IT Catering and Services Limited 
Valeside Investment Limited
Kammer Investment Limited 
(liquidated)
Kinghill Investment Limited
Venlint Holdings Limited 
Kowloon Panda Hotel (B.V.I.) Limited 
(liquidated)
Kowloon Panda Hotel Limited 
Wenshan Holdings Limited 
Ladway Limited
(liquidated)
Lok Foo Company Limited 
Ying Tat Estates Limited 
Lucky Sino Limited
(liquidated)
Manley High Investments Limited 
Manrose Limited 
Mega Hotels Management Limited 
Melo Hope Limited (formerly known as
Hopewell Shunde Roads Limited) 
Mingway Company Limited
Nomusa Limited 
Nova City Property Management 
Limited 
Nova Taipa Gardens Property 
Management Limited 
Nova Taipa-Urbanizacoes, Limitada 
Orchard Resources Limited
Paking Limited
Panda Place Management Limited 
Parkgate Enterprises Limited 
Perfect Joy Limited
Phindorie Company Limited
Powell Resources Ltd.
Primax Investment Limited 
Procelain Properties Ltd.
PT. Hi Power Tubanan 1 
Singway (B.V.I.) Company Limited 
Sky Hover Investment Limited 
Slipform Engineering Limited
Slipform Engineering (Macau) Limited 
Slipform Engineering (U.S.A.) Inc.
Slipform Projects (Philippines), Inc.
(in liquidation) 
Supreme Choice Investments Limited 
Tanjung Jati Construction (BVI) Limited 
Tanjung Jati Holding (BVI) Limited 
Tileman Engineering Services Limited 
Tileman Transportation Systems Limited 
Tubanan Power Limited 
Vibo Limited 
Wetherall Investments (B.V.I.) Limited 
Wetherall Investments Limited 
Wholeson Investment Ltd.
Yeeko Investment Limited 
Yuba Company Limited
GENERAL AND STATUTORY INFORMATION
161


Name
Present Directorships
Past Directorships
Independent Directors
V-Nee Yeh
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
AFI Master Fund, Ltd.
Allman Holdings Limited
Anber Limited (in liquidation)
ASM Asia Recovery Fund
Argyle Street Management (Holdings)
ASM Asia Recovery (Holdings)
Limited
(dissolved)
Argyle Street Management Limited
ASM Asia Recovery (Master) Fund
Arnhold Holdings Limited
ASM Hudson River Fund
Azure Fixed Income Fund, Ltd.
Bioneering Limited (Struck off)
Azure India Real Estate Fund, Ltd
Budi Ikhtiar Sdn. Bhd. (liquidated)
Azure Non-U.S. Real Estate Fund, Ltd
China Travel International Investment
Cheetah Group Holdings Limited
Hong Kong Limited
Cheetah Investment Management
CIM Adviosrs Limited
Limited
Compass Technology Holdings
Cheetah Korea Value Fund
Limited
China Law International Limited
Easeway Engineering Limited
Cogent Spring Limited
Glenwell Orient Limited
Compass Capital Preservation Fund,
Globpac Development Limited
Ltd.
(liquidated)
Compass Global Equity Fund, Ltd.
HC Capital (BVI) Limited
Compass Global Fixed Income Fund,
HC Capital Limited
Ltd.
HCG Insurance Services Limited
Cotteen Investments Limited
Hebei An Neng Hsin Chong
Cyberstreet Developments Limited
Construction Company Limited
Deventer Limited
Host Leader International Limited
Firmwin Peak Limited
(deregistered)
Focal Point Investments Limited
Hsin Chong Development (China)
G&H Acquisitions I, Inc.
Limited
G&H Acquisitions II, Inc.
Hsin Chong Johnson Controls IFM
G&H Acquisitions III, Inc.
Limited
G&H Real Estate LLC
Insight One Investments Limited
G and H Enterprises (Liberia) Ltd.
Ocean Grand Chemicals Holdings
GHY Company Limited
Limited (in liquidation) 
Go-CDMA Limited
Pacific Squaw Creek, Inc.
Goldian Limited 
Sucasa Sdn. Bhd.
Harrots Limited
Transpac Industrial Holdings
HC Liberia Ltd.
Limited
HCV Pacific Partners LLC
Value Partners Private Equity
Hsin Chong Construction (BVI) Ltd.
Limited (formerly known as VP
Hsin Chong Construction Group Ltd.
Private Equity Limited)
Hsin Chong Development (Vietnam)
Yu Ming Investments Limited
Limited
Hsin Chong Holdings (BVI) Limited
Hsin Chong Holdings (H.K.) Limited
Hsin Chong International Holdings
Limited
GENERAL AND STATUTORY INFORMATION
162


Name
Present Directorships
Past Directorships
V-Nee Yeh
Other Companies
Other Companies
Hysan Development Company Limited
Japan High Yield Property Fund 
Limited
Japan Regional Assets Manager 
Limited
Key Finance Limited
Kingway Brewery Holdings Limited
KSDC Limited
Mandarin IT Fund I
Mandarin IT Fund II
Mandarin Venture Partners Ltd.
Mandarin VP (BVI) Limited 
Mandarin VP (HK) Limited
Mariscal Limited
Mensa Management Limited
Next Media Limited
Orient Partners Inc.
Orient Realty Inc.
Pacventure Developments, Inc.
Pedder Street Asia Absolute Return 
Fund Limited
Pedder Street Asia Absolute Return 
Master Fund Limited
Rife Yard Limited
Rocheland Company Limited
Shun Kin Enterprises Limited
Shun Tak Holdings Limited
Steel China Access Capital Partners
Limited
Summit Insurance (Asia) Limited
Target Asia Fund Limited
Topway Investments Limited
Value Partners Hong Kong Limited
Value Partners Limited
VP Special Situations I Limited
Webswin Limited
Wellhurst Company Limited
Wrights Point Limited
Yeh-Lloyds Partners Ltd.
Ang Miah Khiang
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
Anwell Technologies Limited
East Asia GE Commercial Finance 
Asia Enterprises Holding Limited
Ltd
BRIS Information Services Sdn Bhd
Eucon Holding Limited
(as alternate director)
GE Capital Trade Services Ltd
DP Credit Bureau Pte Ltd
GE Commercial Financing
DP Information Network Pte Ltd
(Singapore) Ltd
Heller Factoring (Malaysia) Sdn Bhd
HIG Asia Pacific Management Pte 
(in liquidation)
Ltd (in liquidation)
Pan Asian Water Solutions Limited
Kasikorn Factoring Co, Ltd
RAM-DP Information Services Sdn Bhd
Rotol Singapore Ltd 
Sei Woo Technologies Limited
TUV SUD PSB Corporation Pte. Ltd
GENERAL AND STATUTORY INFORMATION
163


Name
Present Directorships
Past Directorships
Ronnie Teo Heng Hock
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
Behringer Corporation Ltd
Cheung Woh Technologies Ltd
Berger International Limited
DM Analytics Pte Ltd (liquidated)
Berger Paints Singapore Pte Ltd
Speedy-Tech Electronics Ltd 
Financial Reengineering Pte Ltd
Stewardship Capital Pte Ltd
Shanghai Asia Holdings Ltd
Stewardship Equity Pte Ltd
Stewardship Learning Pte Ltd
(liquidated) 
(in liquidation)
Stewardship Partners Pte Ltd 
SunVic Chemical Holdings Limited
(liquidated)
3.
The present and past directorships (held in the five years preceding the Latest Practicable Date) of
each of our Executive Officers are as follows:
Name
Present Directorships
Past Directorships
Executive Officers
Masaki Fukumori
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
Akebono Capital Limited
Fortitude Maritime Inc.
Ever Union Ltd
Shine Line Ltd.
Falcon Containership S.A.
Fortitude Containership S.A.
Glad Mate Ltd 
Harmonic Shipping S.A.
Honest Rays Ltd
Infinite Asset Management (Pte) 
Limited
Join Mate Ltd
Kabushikikaisha Tenshodo
Kok Shipping Inc 
Matin Shipping Limited
Nova Shipping S.A.
Panmax Tanker S.A.
Prosperity Containership S.A.
Rich Containership S.A.
Searex Asset Management Ltd
Sentic Limited
Sunny Law Co., Ltd
Sunrise Shipping S.A.
Union Ace Ltd
Union Containership S.A.
Wave Dancer Ltd
GENERAL AND STATUTORY INFORMATION
164


Name
Present Directorships
Past Directorships
Masahiro Iwabuchi
Group Companies
Group Companies
Uni-Asia Guangzhou Property 
None
Management Co. Ltd.
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
AAA Strategic Investment Ltd
None
Kenji Fukuyado
Group Companies
Group Companies
None
Uni-Asia Capital (Singapore) Limited
Uni-Asia Finance Corporation (Japan)
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
None
None
Clementine Man Ting Ng
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
None
Kaizen Property Management Limited
Thomas Cheung Fook-Loi
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
None
None
4.
Save as disclosed in this section of the Prospectus, none of our Directors or Executive Officers is
or was involved in any of the following events:-
(a)
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
he was a partner or at any time within two years from the date he ceased to be a partner;
(b)
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 the entity is the trustee of a business trust, that business
trust, on the ground of insolvency;
GENERAL AND STATUTORY INFORMATION
165


(c)
any unsatisfied judgments against him;
(d)
a conviction 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 which he is aware of) for such purpose;
(e)
a conviction 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 which he is aware of) for such breach;
(f)
during the last ten years, judgment entered against him in any civil proceeding 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, been the subject of or any civil proceedings
(including any pending civil proceedings which he is aware of) involving an allegation of
fraud, misrepresentation or dishonesty on his part;
(g)
a conviction in Singapore or elsewhere of any offence in connection with the formation or
management of any entity or business trust;
(h)
disqualification 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)
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)
to his knowledge, been concerned with the management or conduct, in Singapore or
elsewhere, of 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;
(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; and
(k)
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 government agency, whether in Singapore or elsewhere.
One of our Independent Directors, Mr. V-Nee Yeh, was a non-executive director and member of the
audit committee of Ocean Grand Chemicals Holdings Limited (“OGC”). OGC is a company
incorporated in Bermuda with limited liability and is currently listed on the Stock Exchange of Hong
Kong Limited (“HKSE”).
GENERAL AND STATUTORY INFORMATION
166


In early July 2006, OGC’s auditors, PricewaterhouseCoopers, alerted the OGC audit committee of
potential accounting irregularities. OGC audit committee then instructed Deloitte & Touche Forensic
Services Limited (“DTFS”) to enquire into certain accounting issues relating to certain of its
subsidiaries. In the course of its investigations, DTFS found material discrepancies in the actual
cash and bank balances of one of OGC’s subsidiaries as compared to the management accounts
of that subsidiary previously provided by that subsidiary to OGC. DTFS also noted that a
substantial amount of money was transferred out from the bank accounts of one of OGC’s
subsidiaries on 17 July 2006 to payees that were not companies within the OGC group of
companies. Trading of OGC shares on the HKSE was suspended on 17 July 2006 and remains
suspended as at the Latest Practicable Date.
The OGC board of directors resolved to apply to the Hong Kong and Bermuda courts for the
appointment of provisional liquidators in order to protect the assets of OGC and safeguard the
interests of the creditors and shareholders of OGC. Pursuant to the Order of the High Court dated
24 July 2006, Messrs Lai Kar Yan and Joseph Kin Ching Lo, both of Messrs Deloitte Touche
Tohmatsu, have been appointed jointly and severally as the provisional liquidators of OGC. Taking
into account the appointment of provisional liquidators to protect the interests of OGC, Mr. Yeh,
together with both independent non-executive directors, resigned from the OGC board of directors
on 26 July 2006. An enquiry was commenced by the Securities and Futures Commission of Hong
Kong into the affairs of OGC and Ocean Grand Holdings Limited (the parent company of OGC also
listed on the HKSE). As far as Mr. Yeh is aware, as at the Latest Practicable Date, the investigations
by DTFS and SFC on the aforesaid matters are still ongoing.
According to the latest announcement of OGC dated 27 December 2006, the hearing of the
petitions to wind up OGC was adjourned to 16 April 2007 and the provisional liquidators
investigations into OGC are continuing.
5.
The aggregate remuneration paid to our Directors for services rendered in all capacities to our
Company and our subsidiaries for the last financial year ended 31 December 2006 was
approximately US2.5million.Forthecurrentfinancialyearending31December2007,theaggregateremunerationpayabletoDirectorsbyourGroup(includingfeespaidunderanyserviceagreementswiththeDirectors)isestimatedtobeapproximatelyUS2.7 million.
6.
Save as disclosed in the section entitled “Service Agreements” of this Prospectus, there are no
existing or proposed service contracts between our Executive Directors or Executive Officers and
our Company or any of our subsidiaries.
7.
There is no shareholding qualification for Directors under our Articles.
8.
No option to subscribe for shares in, or debentures of, our Company or any of our subsidiaries has
been granted to, or was exercised by, any of our Directors or Executive Officers within the last
financial year.
9.
Save for any options to be granted under the Uni-Asia Share Option Scheme, our Company has no
intention of granting any options to subscribe for any shares in or debentures of our Company or
any of our subsidiaries. As at the date of this Prospectus, no options have been granted or agreed
to be granted under the Uni-Asia Share Option Scheme.
10.
None of our Directors is interested, directly or indirectly, in the promotion of, or in any property or
assets which have, within the two years preceding the date of this Prospectus, been acquired or
disposed of by or leased to, our Company or any of our subsidiaries, or are proposed to be
acquired or disposed of by or leased to our Company or any of our subsidiaries.
11.
None of our Directors or Executive Officers or Substantial Shareholders of our Company have any
substantial interest, direct or indirect, in any company carrying on a similar trade as our Company
or our subsidiaries.
GENERAL AND STATUTORY INFORMATION
167


12.
No sum or benefit has been paid or is agreed to be paid to any Director, Executive Officer or
expert, or to any firm in which such Director, Executive Officer or expert is a partner or any
corporation in which such Director, Executive Officer or expert holds shares or debentures, in cash
or shares or otherwise, by any person to induce him to become, or to qualify him as, a Director or
Executive Officer, or otherwise for services rendered by him or by such firm or corporation in
connection with the promotion or formation of our Company.
13.
None of our Directors has any interest in any existing contract or arrangement which is significant
in relation to the business of our Company and our subsidiaries, taken as a whole.
SHARE CAPITAL
14.
As at the Latest Practicable Date, there is only one class of shares in the capital of our Company.
There are no founder, management or deferred shares. The rights and privileges attached to our
Shares are stated in our Articles.
15.
Save as disclosed in the sections entitled “Share Capital” and “General Information on our Group”
of this Prospectus, there were no changes in the issued and paid-up share capital of our Company
and our subsidiaries within the three years preceding the Latest Practicable Date.
16.
No shares in, or debentures of, our Company or any of our subsidiaries have been issued, or are
proposed to be issued, as fully or partly paid for cash or for a consideration other than cash, during
the last two years. A summary of the provisions of our Articles relating to, inter alia, the
remuneration, voting rights on proposals, arrangements or contracts in which Directors are
interested, borrowing powers of our Directors, the voting rights and dividend rights of members of
our Company are set out in Appendix D “Summary of the Constitution of our Company” and
Appendix E “Summary of Cayman Islands Company Law” of this Prospectus.
BANK BORROWINGS AND WORKING CAPITAL
17.
Save as disclosed under the section entitled “Capitalisation and Indebtedness” in this Prospectus,
our Group had no other borrowings or indebtedness in the nature of borrowings including bank
overdrafts and liabilities under acceptances (other than normal trading bills) or acceptance credits,
mortgages, charges, hire purchase commitments, guarantees or other contingent liabilities as at
the Latest Practicable Date.
MATERIAL CONTRACTS
18.
Our Company and our subsidiaries have not entered into any material contracts, not being
contracts entered into in the ordinary course of business, within the two years preceding the date
of lodgment of this Prospectus.
LITIGATION
19.
As at the Latest Practicable Date, neither our Company nor any of our subsidiaries are engaged in
any legal or arbitration proceedings as plaintiff or defendant including those which are pending or
known to be contemplated which may have or have had in the last 12 months before the date of
lodgment of this Prospectus, a material effect on the financial position or the profitability of our
Company or any of our subsidiaries.
MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS
20.
Pursuant to the Management and Underwriting Agreement dated 8 August 2007 entered into
between our Company and DBS Bank as the Manager and the Underwriter, our Company
appointed DBS Bank to manage the Invitation. DBS Bank will receive a management fee from our
Company for its services rendered in connection with the Invitation.
GENERAL AND STATUTORY INFORMATION
168


Pursuant to the Management and Underwriting Agreement, the Underwriter has agreed to
underwrite the Offer Shares for a commission of 2.75 per cent. of the Invitation Price for each Offer
Share payable by our Company pursuant to the Invitation. DBS Bank may, at its absolute
discretion, appoint one or more sub-underwriters to sub-underwrite the Offer Shares.
21.
Pursuant to the Placement Agreement dated 8 August 2007 (the “Placement Agreement”) entered
into between our Company and DBS Bank as Placement Agent, DBS Bank has agreed to
subscribe for and/or procure subscribers for the Placement Shares for a placement commission of
2.75 per cent. of the Invitation Price for each Placement Share (save that the placement
commission payable in respect of the aggregate of 15,000,000 Placement Shares, to be
subscribed by Founders Corporation, Exeno Yamamizu, Mitsui & Co., Ltd., and Yamasa Co., Ltd,
shall be 1.75 per cent. of the Invitation Price for each Placement Share), to be paid by our
Company. DBS Bank may, at its absolute discretion, appoint one or more sub-placement agents for
the Placement Shares.
In respect of the Offer Shares, brokerage will be paid to members of the SGX-ST, merchant banks
and members of the Association of Banks in Singapore in respect of successful applications made
on Application Forms bearing their respective stamps, or to Participating Banks in respect of
successful applications made through Electronic Applications at their respective ATMs or their IB
websites. Subscribers of the Placement Shares (excluding Reserved Shares) may be required to
pay brokerage of 1.0 per cent. of the Invitation Price.
22.
The Management and Underwriting Agreement may be terminated by DBS Bank at any time on or
before the close of the Application List on the occurrence of certain events including, inter alia:
(a)
there shall come to the knowledge of the Manager or the Underwriter any breach of certain
representations and warranties in the Management and Underwriting Agreement or that any
of certain representations and warranties by our Company as provided in the Management
and Underwriting Agreement is untrue, inaccurate or misleading; or
(b)
any event or circumstance occurring after the date of the Management and Underwriting
Agreement, which if it had occurred before the date of the Management and Underwriting
Agreement, would have rendered any of the warranties in the Management and Underwriting
Agreement untrue, inaccurate or misleading in any respect; or 
(c)
there shall have been, since the date of the Management and Underwriting Agreement:
(i)
any material adverse change (whether or not foreseeable at the date of the
Management and Underwriting Agreement) in, or any development (which has
occurred or is likely to occur) involving a prospective material adverse change, in the
business or in the condition (financial or otherwise) or prospects of our Company or of
our Group as a whole; or
(ii)
any new or prospective introduction of or any change or prospective change in any
legislation, regulation, order, policy, rule, guideline or directive (including without
prejudice to the generality of the foregoing, in respect of any laws or regulations
relating to taxation or exchange controls) 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 or the SGX-ST or other
authorities in the Cayman Islands, Hong Kong, Japan or the PRC) or in the
interpretation or application thereof any court, government body, regulatory authority
or other competent authority; or
GENERAL AND STATUTORY INFORMATION
169


(iii)
any event or series of events resulting in or representing a change, or any
development involving a prospective change, in local, national, regional or
international financial (including stock market, foreign exchange market, inter-bank
markets or interest rates or money markets), political, industrial, economic, legal or
monetary conditions, taxation or exchange controls (including but without limitation,
the imposition of any moratorium, suspension or material restriction on trading in
securities generally on the SGX-ST due to exceptional financial circumstances or
otherwise); or
(iv)
any imminent threat or occurrence of any local, national or international outbreak or
escalation of hostilities, insurrection or armed conflict (whether or not involving
financial markets); or
(v)
any other occurrence of any nature whatsoever;
which event or events shall in the sole opinion of DBS Bank (1) result in or be likely to result
in a material adverse fluctuation or adverse conditions in the stock market in Singapore or
overseas; or (2) be likely to prejudice the success of the subscription or offer of the New
Shares (whether in the primary market or in respect of dealings in the secondary market); or
(3) make it impracticable, inadvisable, inexpedient or uncommercial to proceed with any of
the transactions contemplated in the Management and Underwriting Agreement; or (4) be
likely to have a material adverse effect on the business, trading position, operations or
prospects of our Company or of our Group as a whole; or (5) be such that no reasonable
underwriter would have entered into the Management and Underwriting Agreement; or (6)
result or be likely to result in the issue of a stop order by the Authority in accordance with
Section 242 of the SFA (notwithstanding that a supplementary or replacement Prospectus is
subsequently registered with the Authority pursuant to Section 241 of the SFA); or (7) make
it uncommercial or otherwise contrary to or outside the usual commercial practices of
underwriters in Singapore for DBS Bank to observe or perform or be obliged to observe or
perform the terms of the Management and Underwriting Agreement; or
(d)
if any of the matters referred above to in this paragraph 22 comes to the notice of DBS Bank
and our Company fails to lodge a supplementary or replacement Prospectus or document
within a reasonable time after being notified of such a material misrepresentation or
omission or fails to promptly take such steps as DBS Bank may reasonably require to inform
investors of the lodgment of such a supplementary prospectus or document.
23.
The Placement Agreement is conditional upon the Management and Underwriting Agreement not
having been terminated or rescinded pursuant to the provisions of the Management and
Underwriting Agreement. In the event that the Management and Underwriting Agreement is
terminated or rescinded, our Company reserves the right, at the absolute discretion of our
Directors, to cancel the Invitation.
24.
Save as disclosed in paragraphs 20 to 23 above, we do not have any material relationship with the
Manager, Underwriter or Placement Agent.
MISCELLANEOUS
25.
The nature of the business of our Company has been stated earlier in this Prospectus. The
corporations which by virtue of Section 6 of the Companies Act are deemed to be related to our
Company are set out in the section entitled “Group Structure” in this Prospectus.
26.
There has been no previous issue of Shares by our Company or offer for sale of our Shares to the
public within the two years preceding the date of this Prospectus.
GENERAL AND STATUTORY INFORMATION
170


27.
The estimated aggregate expenses in connection with the Invitation and the application for listing,
including underwriting commission, placement commission, brokerage, management fees, auditors’
fee, solicitors’ fee, and all other incidental expenses in relation to the Invitation can be broken down
as follows:
Percentage of
gross proceeds
Amount
of the Invitation
(S$’000)
(%)
Listing fees
75
0.2
Professional fees and charges
1,828
5.1
Underwriting and placement commission and brokerage
907
2.5
Miscellaneous expenses
962
2.7
Total estimated expenses
3,772
10.5
The above expenses will be borne by our Company.
28.
There have been no public takeover offers by third-parties in respect of our Shares or by us in
respect of other companies’ shares or units of a business trust which have occurred during the last
and current financial year and up to the Latest Practicable Date.
29.
No amount of cash or securities or benefit has been paid or given to any promoter within the two
years preceding the Latest Practicable Date or is proposed or intended to be paid or given to any
promoter at any time.
30.
Save as disclosed in the section entitled “General and Statutory Information – Management,
Underwriting and Placement Arrangements” in this Prospectus, no commission, discount or
brokerage has been paid or other special terms granted within the two years preceding the Latest
Practicable Date or is payable to any Director, promoter, expert, proposed director or any other
person for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions
for any shares in, or debentures of, our Company or any of our subsidiaries.
31.
No expert is interested, directly or indirectly, in the promotion of, or in any property or assets which
have, within the two years preceding the Latest Practicable Date, been acquired or disposed of by
or leased to our Company or any of our subsidiaries or are proposed to be acquired or disposed of
by or leased to our Company or any of our subsidiaries.
32.
We did not employ, on a contingent basis, any expert who has a material interest, whether direct or
indirect, in our Shares, or has a material economic interest, whether direct or indirect, in our
Company including an interest in the success of the Invitation.
33.
Save as disclosed in the sections entitled “Risk Factors” and “Prospects”, our Directors are not
aware of any relevant material information including trading factors or risks which are unlikely to be
known or anticipated by the general public and which could materially affect the profits of our
Company and our subsidiaries.
34.
Save as disclosed in the sections entitled “Risk Factors” and “Prospects”, the financial condition
and operations of our Group are not likely to be affected by any of the following:
(a)
known trends or demands, commitments, events or uncertainties that will result in or are
reasonably likely to result in our Group’s net sales, profitability, liquidity or capital resources
increasing or decreasing in any material way;
(b)
material commitments for capital expenditure;
GENERAL AND STATUTORY INFORMATION
171


(c)
unusual or infrequent events or transactions or any significant economic changes that
materially affected the amount of reported income from our operations; and
(d)
known trends or uncertainties that have had or that we reasonably expect will have a
material favourable or unfavourable impact on our revenues or operating income.
35.
We currently have no intention of changing our auditors after the listing of our Company on the
SGX-ST.
36.
Save as disclosed under the section entitled “Use of Proceeds” in this Prospectus, no property has
been purchased or acquired or proposed to be purchased or acquired by our Company or our
subsidiaries which is to be paid for wholly or partly out of the proceeds of the Invitation or the
purchase or acquisition of which has not been completed at the date of the issue of this
Prospectus other than property in respect of which the contract for the purchase or acquisition
whereof was entered into in our ordinary course of business or in the ordinary course of business
of our subsidiaries, such contract not being made in contemplation of the Invitation nor the
Invitation in consequence of the contract.
37.
Save as disclosed in the section entitled “General Information on our Group – Business Overview”
in this Prospectus, our Directors are not aware of any event which has        occurred since 31
December 2006 and up to the Latest Practicable Date which may have a material effect on the
financial position and results of our Group.
CONSENTS
38.
The Auditors have given and have not withdrawn their written consent to the issue of this
Prospectus with the inclusion herein of the Reports on the Consolidated Financial Statements of
our Group for FY2004, FY2005 and FY2006 (each of which has not been prepared for the
purposes of incorporation in this Prospectus) as set out in Appendices A, B and C, in the form and
context in which they are included in this Prospectus and references to their name in the form and
context in which they are included in this Prospectus.
39.
The Manager, Underwriter and Placement Agent has given and has not withdrawn its written
consent to the issue of this Prospectus with the inclusion herein of, and all references to, its name
and references thereto in the form and context in which it appears in this Prospectus, and to act in
such capacity in relation to this Prospectus.
40.
Each of the Manager, Underwriter and Placement Agent, the Solicitors to the Invitation, the
Solicitors to the Manager, Underwriter and Placement Agent, the legal advisers to our Company as
to Hong Kong law, Cayman Islands law, British Virgin Islands law, Japan law and PRC law, the
Share Registrar and Singapore Share Transfer Agent, does not make, or purport to make, any
statement in this Prospectus or any statement upon which a statement in this Prospectus is based
and, to the maximum extent permitted by law, expressly disclaim and take no responsibility for any
liability to any person which is based on, or arises out of, the statements, information or opinions in
this Prospectus.
RESPONSIBILITY STATEMENT BY OUR DIRECTORS
41.
This Prospectus has been seen and approved by our Directors and they individually and
collectively accept full responsibility for the accuracy of the information given herein and confirm,
having made all reasonable enquiries, that to the best of their knowledge and belief, the facts
stated and the opinions expressed herein are fair and accurate in all material respects as of the
date hereof and there are no material facts the omission of which would make any statements in
this Prospectus misleading and that this Prospectus constitutes full and true disclosure of all
material facts about the Invitation and our Group.
GENERAL AND STATUTORY INFORMATION
172


DOCUMENTS AVAILABLE FOR INSPECTION
42.
The following documents or copies thereof may be inspected at 8 Shenton Way, #37-04, Singapore
068811 during normal business hours for a period of six months from the date of registration by the
Authority of this Prospectus:
(a)
the Memorandum and Articles of our Company;
(b)
the Reports on the Consolidated Financial Statements for the years ended 31 December
2004, 2005 and 2006 set out in Appendices A, B, and C of this Prospectus respectively;
(c)
the audited financial statements, where available, of each of our subsidiaries for the years
ended 31 December 2004, 2005 and 2006;
(d)
the service agreements referred to in the section entitled “Directors, Management and Staff –
Service Agreements” in this Prospectus; and
(e)
the letters of consent referred to in paragraphs 38 and 39 in the section entitled “General
and Statutory Information – Consents” in this Prospectus.
GENERAL AND STATUTORY INFORMATION
173


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2004
A-1
APPENDIX A
The consolidated financial statements for the year ended 31 December 2004 and the auditors’ report on
the consolidated financial statements for the year ended 31 December 2004 were not prepared for
purposes of inclusion in the Prospectus and, save for references to page numbers which have been
altered to conform to the pagination of the Prospectus, have been reproduced and are set out on pages
A-6 to A-48 and page A-5, respectively.


DIRECTORS’ REPORT TO THE SHAREHOLDERS 
OF UNI-ASIA FINANCE CORPORATION
The directors submit their report together with the audited consolidated financial statements of Uni-Asia
Finance Corporation (the “Group”) for the year ended 31 December 2004.
General information
The principal activities of the Group continue to be in finance arrangement and investment management.
The Group acted in the capacity of principal investor, finance arranger and fund administrator for the
various classes of investments mentioned below. At the end of December 2003, a new investment line in
shipping was launched within the asset finance division and subsequently became a major business
segment within the Group.
The four major operation areas are described hereunder.
–
Structured Finance – Finance arrangement, acting as agent of and participating in syndicated
commercial loans and tax oriented leases; mainly in shipping in Asia.
–
Ship Investment/Management – Acquisition and disposal of ships and the investment management
of assets held by the Group and on behalf of third parties.
–
Distressed Assets Investment/Management – Acquisition and disposal of distressed Asian assets
and the investment management of assets held by the Group and on behalf of third parties.
–
Property Investment/Management – Arrangement of investments and co-investments in the
development and trading of Japanese hotels, commercial and residential properties and the
investment management of the properties held by the Group and on behalf of third parties.
The Group also retains working capital for the purpose of investment in additional projects or businesses
where the directors deem there to be short-term or long-term opportunities in niche areas where the
Group is able to extend its relevant expertise.
Operating and Financial Review
1.
Structured Finance
The Group undertakes structured finance activities under its Hong Kong and Tokyo operations.
The Group arranged 6 syndicated loans and tax leases totalling US$402 million during 2004 (2003:
8 loans/leases totalling US404.9million),generatingUS2,383,000 (2003: US3,060,000)inmanagementfeesandUS251,000 (2003: US283,000)inagencyfees.Asat31December2004,theoutstandingloanstheGrouphadparticipatingintotalledUS250,000 generating US12,000ininterestincomeduringtheyear(2003:totaloutstandingwasUS767,000 generating US$30,000 in interest income).
The directors view that the general business circumstances in this area in 2005 would continue to
remain robust due to the strong demand of shipping transportation brought about by the economic
growth in China and the rebound of Asian economies.
A-2
APPENDIX A – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004


DIRECTORS’ REPORT TO THE SHAREHOLDERS 
OF UNI-ASIA FINANCE CORPORATION (Continued)
2.
Ship Investment/Management
The Ship Investment/Management division undertakes to carry out shipping investment
management for the Group and for third parties. In December 2003, the Group ventured into
shipping investment and acted as the investor and administrator of a US$17 million fund, Searex
Asset Management Limited. The Group participated in the fund by the way of subscribing to a
29.4% interest in the outstanding performance notes.
From these shipping investment
management activities including the role as debt arranger and administrator of the fund, the Group
earned a total of US9,594,000(2003:US1,136,000) including US1,157,000asupfrontfeefromarrangementof7syndicated/bilateralloanstotallingUS109 million, US63,000asagencyfee,US184,000 as brokerage commission, US1,415,000asfundmanagementfeeandUS6,682,000 as investment return.
As at 31 December 2004, the total outstanding amount
invested in the ships/shipping fund was US4,247,000.Thedirectorsviewthebusinesscircumstancesinthisareawouldremainpositiveintheneartermbutwouldexercisecautioninitslongertermstrategiesasthisbuoyantshippingcyclehaspersistedformorethan18months.Thebusinessoutlookenvisagedinassetfinanceisexpectedtoremainstrongforreasonsalreadymentioned.3.DistressedAssetsInvestment/ManagementTheDistressedAssetsInvestment/ManagementdivisioncarriesoutNon−PerformingLoans(NPLs)acquisitionsanddisposalfortheGroupandforthemanagedfunds.AtotalofUS1,862,000 was recovered in 2004 from distressed assets directly invested by the
Group (2003: US1,245,000).AAAStrategicInvestmentLimited(AAA)isaco−investmentfundadministratedbytheGroupinparticipationwithaJapanesefinancialinstitution.DirectandindirecttotalcontributionfromAAAtotheGroupamountedtoUS436,000 in 2004 (2003: US1,014,000).Asat31December2004,thenominalvalueofthenotesissuedbyAAAwasUS5,644,000 (2003: US$3,776,000) of which the
Group’s participation reached US$1,793,000 (2003: US$926,000).
The directors anticipate changes and a higher degree of competition in the distressed assets
market in 2005. The Group will not only focus on new NPL investment opportunities for AAA but
also, future expansion and investments in the PRC distressed assets market in partnership with
international players and local professional institutions.
A-3
APPENDIX A – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004


DIRECTORS’ REPORT TO THE SHAREHOLDERS 
OF UNI-ASIA FINANCE CORPORATION (Continued)
4.
Property Investment Management
The Group’s property investment in Japan has been conducted mainly through Capital Advisers
Co., Limited (CA). Since 1 May 2003, CA has become an associated company in which the Group
maintains an equity interest of 44.8%.
As at 31 December 2004, the Group’s outstanding
investment in CA totalled US$7,836,000 including US3,082,000asordinarycapitalandUS4,754,000 as shareholders’ loan. Contribution from CA to the Group in 2004 was US242,000(2003:US601,000).
CA focuses on investment in residential projects and limited service hotels through the
arrangement of new property funds or existing property funds advised, administrated and managed
by the company. The company would take minority equity participations in the projects. During the
year, CA launched a new fund structure with the participation of a Japanese financial institution
specialising in the investment of medium/small sized residential properties. As at 31 December
2004, CA had invested JPY1,209 million (2003: JPY1,400 million) direct or indirectly in Japanese
properties generating JPY478 million (2003: JPY652 million) as the total income during the year.
Profit before taxation was JPY58 million (2003: JPY140 million).
The main reason for the
significant reduction in profit was due to its corporate re-structuring and management reshuffling
exercise.
The directors view CA’s performance in 2005 would rebound in view of the new arrangement
team’s broadened investment perspective and wider deal sourcing capabilities in spite of the still
competitive and challenging market conditions.
5.
Non-core business
Non-core business conducted during the year comprises direct investment in non-core assets of
US451,000(2003:US905,000).
The Group earned a pre-tax profit of US8,114,000(2003:US3,442,000). The administrative
expenses totalled US6,985,000(2003:US6,352,000).
On behalf of the board
Kazuhiko Yoshida
Management Director, Chief Executive Officer
11 January 2006
A-4
APPENDIX A – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004


AUDITORS’ REPORT TO THE SHAREHOLDERS OF
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
We have audited the accompanying consolidated balance sheet of Uni-Asia Finance Corporation (the
“Company”) and its subsidiaries (together, the “Group”) as of 31 December 2004 and the related
consolidated statements of income, cash flows and changes in shareholders’ equity for the year then
ended. These financial statements set out on pages 5 to 47 are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our
audit and to report our opinion solely to you, as a body, in accordance with our agreed terms of
engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any
other person for the contents of this report.
We conducted our audit in accordance with International Standards on Auditing. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the
financial position of the Group as of 31 December 2004, and of the results of its operations and cash
flows for the year then ended in accordance with International Financial Reporting Standards.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, 11 January 2006
A-5
APPENDIX A – AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2004
Note
2004
2003
US$’000
US$’000
Fee income
4
5,599
5,194
Investment returns
5
6,682
1,121
Income from defaulted loans
1,862
1,245
Interest income
6
339
351
Other income
317
501
Total income
14,799
8,412
Administrative expenses
7
(6,985)
(6,352)
Reversal of impairment loss on loans receivable
250
–
Loss on disposal of fixed assets
–
(34)
(6,735)
(6,386)
Profit from operations
8,064
2,026
Finance costs - interest expense
6
(46)
(216)
Deemed gain on dilution of investment in an associate
18(c)
–
1,332
Share of results of associates after tax
8
96
300
Profit before taxation
8,114
3,442
Taxation
10
(179)
(6)
Profit for the year
7,935
3,436
Earnings per share
-  basis and diluted
13
US0.283US0.123
A-6
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2004
Note
2004
2003
US$’000
US$’000
Assets
Non-current assets
Fixed assets
15
122
92
Loans receivable
16
150
250
Investments
17
8,289
4,806
Investments in associates
18
6,928
6,576
Amounts due from associates
18,29 (h)
4,781
9,631
20,270
21,355
Current assets
Loans receivable
16
1,200
1,808
Rental and utility deposits paid
227
193
Accounts receivable
19
93
726
Prepaid expenses
247
209
Interest receivable
54
52
Cash and bank balances
20
36,614
27,250
38,435
30,238
Total assets
58,705
51,593
Current liabilities 
Accounts payable
23
2,267
340
Accrued expenses
1,783
502
Tax payable
34
34
Borrowings
24
12,526
15,895
Dividend payable
12,22
1,400
840
Total current liabilities
18,010
17,611
Total assets less current liabilities
40,695
33,982
A-7
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED BALANCE SHEET (Continued)
AS AT 31 DECEMBER 2004
Note
2004
2003
US$’000
US$’000
Shareholders’ equity
Capital and reserves
Share capital
21
28,000
28,000
Retained earnings
12,517
5,982
Total shareholders’ equity
40,517
33,982
Non-current liabilities
Deferred tax liabilities
10
178
–
Total non-current liabilities
178
–
Total shareholders’ equity and non-current 
liabilities
40,695
33,982
…………………........
…………………........
Director
Director
A-8
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2004
Note
2004
2003
US$’000
US$’000
At the beginning of the year
33,982
31,386
Profit for the year
7,935
3,436
Dividend
12
(1,400)
(840)
At the end of the year
22
40,517
33,982
A-9
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2004
Note
2004
2003
US$’000
US$’000
Cash flows from operating activities
Cash generated from /(used in) operations
26(a)
2,628
(2,274)
Interest received on bank balances
300
293
Tax paid
–
(709)
Net cash generated from /(used in) operating 
activities
2,928
(2,690)
Cash flows from investing activities
Cash flows from investments:
Purchase of investments
(4,642)
(3,570)
Proceeds from sales of investments
2,619
2,464
Dividend received from investments
2,929
–
Net cash outflow on deemed disposal of 
subsidiary company
26(b)
–
(10,800)
Rental income from investments
–
35
Cash flows from associates:
Repayment of principal and interest from loans to 
associate
4,937
221
Cash flows from other investing activities:
Purchase of fixed assets
(107)
(91)
Loan interest received
–
22
Loans advanced
(1,100)
–
Loans repaid
1,969
2,012
Interest received from syndicated loans
37
–
Proceeds from sale of defaulted loans
1,584
–
Proceeds from sales of property development 
projects held for sale
–
1,384
Proceeds received form interest on performance 
notes
2,702
292
Purchase of foreign exchange contracts
(10,265)
–
Proceeds from settlement of foreign exchange 
contracts
10,325
–
Net cash generated from/(used in) investing 
activities
10,988
(8,031)
A-10
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED CASH FLOW STATEMENT (Continued)
FOR THE YEAR ENDED 31 DECEMBER 2004
Note
2004
2003
US$’000
US$’000
Cash flows from financing activities
Interest paid on borrowings
(45)
(218)
Decrease/(Increase) in deposits pledged as
collateral
4,630
(923)
New borrowing made
1,053
9,179
Repayment of borrowings
(4,758)
–
Repayment of preferred capital
–
(2,647)
Dividend paid
(840)
(840)
Net cash generated from financing activities
40
4,551
Increase/(decrease) in cash and cash equivalents
13,956
(6,170)
Movements in cash and cash equivalents:
Cash and cash equivalents at beginning of year
10,006
16,242
Net increase/(decrease) in cash and cash
equivalents
13,956
(6,170)
Effects of exchange rate changes
38
(66)
Cash and cash equivalents at end of the year
20
24,000
10,006
A-11
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004


1
General
The Company is an exempted company incorporated in the Cayman Islands on 17 March 1997
with limited liability. The principal activities of the Group are the arrangement of, acting as agent of
and participation in syndicated commercial loans, arrangement, management and co-investment in
development and trading of Japanese property assets and the acquisition, management and
disposal of distressed Asian assets and shipping business.
2
Accounting policies 
(a)
Basis of preparation
The consolidated financial statements (the “Financial Statements”) are prepared under the
historical cost convention as modified by the revaluation of investments, defaulted loans and other
financial assets and liabilities (including derivative instruments) at fair value through profit or loss.
The principal accounting policies adopted by the Group in arriving at these Financial Statements
are set out below. The Financial Statements are prepared in accordance with and comply with
International Financial Reporting Standards (IFRS).
In 2004, the Group has early adopted the following revised IFRS issued up to and including 31
March 2004. The 2003 comparative figures have been amended as required, in accordance with
the requirements of the following relevant standards:
IAS 28 (revised 2003)
Investments in Associates
IAS 31 (revised 2003)
Interests in Joint Ventures
IAS 32 (revised 2003)
Financial Instruments: Disclosure and Presentation
IAS 39 (revised 2003)
Financial Instruments: Recognition and Measurement
The early adoption of these standards has resulted in the reclassification of certain associates and
a joint venture to investments. Due to the reclassified assets having the same equity pick-up value
and fair value, there was no change to net profit or shareholders’ equity arising from the
reclassification.
In 2005, the Group will adopt the IFRS below, which are relevant to its operations:
IAS 1 (revised 2003)
Presentation of Financial Statements
IAS 8 (revised 2003)
Accounting Policies, Changes in Accounting Estimates and
Errors
IAS 10 (revised 2003)
Events after the Balance Sheet Date
IAS 16 (revised 2003)
Property, Plant and Equipment
IAS 17 (revised 2003)
Leases  
IAS 21 (revised 2003)
The Effects of Changes in Foreign Exchange Rates
IAS 24 (revised 2003)
Related Party Disclosures
IAS 27 (revised 2003)
Consolidated and Separate Financial Statements 
IAS 33 (revised 2003)
Earnings per Share
IAS 36 (revised 2004)
Impairment of Assets 
A-12
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Accounting policies (Continued)
(b)
Subsidiaries 
Subsidiary undertakings, which are those companies in which the Group, directly or indirectly, has
an interest of more than one half of the voting rights or otherwise has power to exercise control
over the operations, have been consolidated. Subsidiaries are consolidated from the date on which
effective control is transferred to the Group and are no longer consolidated from the date of
disposal.
All inter-company transactions, balances and unrealised surpluses and deficits on
transactions between Group companies have been eliminated. Where necessary, accounting
policies for subsidiaries have been changed to ensure consistency with the policies adopted by the
Group.
(c)
Associates 
Associates are all entities, other than those investments where IAS 28 does not apply, over which
the Group has significant influence but not control, generally accompanying a shareholding of
between 20% and 50% of the voting rights. Investments in associates are accounted for using the
equity method of accounting and are initially recognised at cost. The Group’s investments in
associates are detailed in Note 18.
The Group’s share of its associates post-acquisition profits or losses is recognised in the income
statement and its share of post-acquisition movements in reserves is recognised in reserves. The
cumulative post-acquisition movements are adjusted against the carrying amount of the
investment.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate
the Group does not recognise any further losses, unless it has incurred obligations or made
payments on behalf of the associate.
(d)
Income recognition 
Income constitutes fee income, investment returns, fair value adjustments and interest income.
Fee income is recorded when the amount of revenue can be measured reliably and it is probable
that the economic benefits associated with the transaction will flow to the Group. Interest income is
recognised on a time-proportion basis using the effective yield basis.
All other revenue is
recognized on an accruals basis.
(e)
Fixed assets
Fixed assets are stated at cost less accumulated depreciation.
Leasehold improvements are depreciated over the remaining period of the lease while all other
fixed assets are depreciated at the following rates on a straight-line basis, which is deemed
sufficient to write off their costs to their residual values over their estimated useful lives: Office
equipment 33 1/3 percent per annum and other fixed assets 25 percent per annum.
Gain and losses on disposals are determined by comparing proceeds with carrying amounts and
are included in the consolidated income statement.
A-13
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Accounting policies (Continued) 
(f)
Loans receivable
Loans originated by the Group comprise of participations in syndicated loans and are stated at
amortised cost less any impairment losses. Impairment losses are dealt with in the consolidated
income statement.
Defaulted loans are classified and measured at their fair value. Fair value is determined using a
discounted cash flow valuation technique that takes into consideration the probability weighted
expected cash recoveries on a loan-by-loan basis and the estimated costs anticipated in the
collection of loan repayments, including staff costs, legal fees, loan recovery commission or taxes
payable. Changes in fair values are dealt with in the consolidated income statement.
(g)
Investments
The Group classifies its financial assets in the following categories: at fair value through profit or
loss and loans receivable. The classification depends on the purpose for which the financial assets
were acquired. Management determines the classification of its assets at initial recognition and re-
evaluates this designation at every reporting date.
a)
Financial assets at fair value through profit or loss
This category has two sub-categories: ‘financial assets held for trading’ and those designated
at fair value through profit and loss at inception. A financial asset is classified in this category
if acquired principally for the purpose of selling in the short term or if so designated by
management. Derivatives are also categorised as ‘held for trading’ unless they are
designated as hedges. Assets in this category are classified as current assets if they are
either held for trading or are expected to be realised within 12 months of the balance sheet
date.
b)
Loans receivable
Loans receivable are non-derivative financial assets which are not quoted in an active
market. These are included in current assets, except for maturities greater than 12 months
after the balance sheet date.
Purchases and sales of investments are recognised at trade date - the date on which the group
commits to sell the asset. Investments are initially recognised at fair value plus transaction costs for
all financial assets not carried at fair value through profit or loss. Financial assets carried at fair
value through profit or loss, are initially recognised at fair value and transaction costs are expensed
in the income statement. Investments are derecognised when the rights to receive cashflows from
the investments have expired or have been transferred and the Group has transferred substantially
all the risks and rewards of ownership. Available for sale financial assets and financial assets at fair
value through profit and loss are subsequently carried at fair value.
A-14
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Accounting policies (Continued) 
(g)
Investments (Continued)
Fair values for unquoted securities are estimated by the directors. In determining fair valuation, the
directors make use of market-based information and fair valuation models such as discounted cash
flow models. In many instances the directors also rely on financial data of investees and on
estimates provided by the management of the investee companies as to the effect of future
developments.
Purchases and sales of investments are recognised on the trade date, which is the date that the
Group commits to purchase or sell the asset. Realised and unrealised gains and losses arising
from changes in the fair value of investments are included in the consolidated income statement in
the period in which they arise.
Performance notes are investments, which do not classify as jointly controlled entities, with income
and maturity values which fluctuate based on the distributions received from underlying assets,
which are generally shares in property development companies, defaulted loans or shipping
companies.
Fair values of performance notes or other collective investment schemes are
determined by the Group’s interest in the fair values of each scheme’s underlying assets. Gains
and losses arising from changes in the fair value of all securities are recognized in the consolidated
income statement as they arise.
Although the directors use their best judgement in estimating the fair value of investments, there
are inherent limitations in any estimation techniques. Future confirming events will also affect the
estimates of fair value and the effect of such events on the estimates of fair value, including the
ultimate liquidation of investments, could be material to these consolidated financial statements.
(h)
Cash and cash equivalents 
Cash and cash equivalents are carried in the consolidated balance sheet at cost and comprise of
cash and bank balances with an original maturity of less than three months.
(i)
Borrowings
Borrowings are recognized initially at the proceeds received, net of transaction costs incurred. In
subsequent periods, fixed term borrowings are stated at amortised cost using the effective yield
method; any difference between proceeds (net of transaction costs) and the redemption value is
recognized in the consolidated income statement over the period of the borrowings.
A-15
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Accounting policies (Continued) 
(j)
Deferred taxation 
Deferred income tax is provided, using the liability method, for all temporary differences arising
between the tax bases of assets and liabilities and their carrying values for financial reporting
purposes. Deferred tax is measured using the tax rate currently enacted, or substantially enacted,
at the balance sheet date.
The principal temporary differences arise from depreciation on fixed assets. Deferred tax assets
relating to the carry forward of unused tax losses are recognized to the extent that it is probable
that future taxable profit will be available against which the unused tax losses can be utilized.
(k)
Employee benefits 
Pension obligations
Group companies have various defined contribution pension schemes in accordance with the local
conditions and practices in the countries in which they operate. A defined contribution plan is a
pension plan under which the Group pays fixed contributions into a separate entity (a fund) and will
have no legal or constructive obligations to pay further contributions if the fund does not hold
sufficient assets to pay all employees benefits relating to employee services in the current and prior
periods.
For defined contribution plans, the company pays contributions to publicly or privately administered
pension insurance plans on a mandatory, contractual or voluntary basis.
Once the contributions have been paid, the company has no further payment obligations. The
regular contributions constitute net periodic costs for the year in which they are due and as such
are included in staff costs.
(l)
Financial instruments
Financial instruments carried on the consolidated balance sheet include cash and bank balances,
loans, investments, receivables, payables and borrowings. The particular recognition methods
adopted are disclosed in the individual policy statements associate with each item.
The Group’s principal foreign exchange hedging is conducted by funding a major portion of
Japanese operations using Yen borrowings secured by US$ deposits, which are stated gross on
the consolidated balance sheet.
Disclosures in respect of financial risks to which the Group is exposed are shown in Note 27.
A-16
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Accounting policies (Continued) 
(l)
Financial instruments (Continued)
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and
are subsequently re-measured at their fair value. The method of recognising the resulting gain or
loss depends on whether the derivative is designated a hedging instrument, and if so, the nature of
the item being hedged. The Group designates certain derivatives as either: (1) hedges of the fair
value of recognised assets or liabilities or a firm commitment (fair value hedge); (2) hedges of
highly probable forecast transactions (cash flow hedges); or (3) hedges of net investments in
foreign operations.
The Group documents at the inception of the transaction the relationship between hedging
instruments and hedged items, as well as its risk management objective and strategy for
undertaking various hedge transactions. The Group also documents its assessment, both at hedge
inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions
are highly effective in offsetting changes in fair values or cash flows of hedged items.
(a)
Fair value hedge 
Changes in the fair value of derivatives that are designated and qualify as fair value hedges
are recorded in the consolidated income statement, together with any changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk.
(b)
Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and
qualify as cash flow hedges are recognised in equity.
The gain or loss relating to the
ineffective portion is recognised immediately in the consolidated income statement.
Amounts accumulated in equity are recycled in the income statement in the periods when
the hedged item will affect profit or loss (for instance when the forecast sale that is hedged
takes place).
However, when the forecast transaction that is hedged results in the
recognition of a non-financial asset or a liability, the gains and losses previously deferred in
equity are transferred from equity and included in the initial measurement of the cost of the
asset or liability.
When a hedging instrument expires or it sold, or when a hedge no longer meets the criteria
for hedge accounting, any cumulative gain or loss existing in equity at that time remains in
equity and is recognised when the forecast transaction is ultimately recognised in the income
statement. When a forecast transaction is no longer expected to occur, the cumulative gain
or loss that was reported in equity is immediately transferred to the consolidated income
statements.
A-17
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Accounting policies (Continued) 
(l)
Financial instruments (Continued)
(c)
Net investment hedge 
Hedges of net investments in foreign operations are accounted for similarly to cash flow
hedges. Any gain or loss on the hedging instrument relating to the effective portion of the
hedge is recognised in equity; the gain or loss relating to the ineffective portion is recognised
immediately in the income statement.
Gains and losses accumulated in equity are included in the income statement when the
foreign operation is disposed of.
(d)
Derivatives that do not qualify for hedge accounting 
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value
of any derivative instruments that do not qualify for hedge accounting are recognised
immediately in the consolidated income statement.
(m)
Foreign currency translation 
(a)
Measurement currency 
Items included in the financial statements of each entity within the Group are measured
using the currency that best reflects the economic substance of the underlying events and
circumstances relevant to that entity (“the measurement currency”).
The consolidated
financial statements are presented in United States dollars, which is the measurement
currency of the parent.
(b)
Transactions and balances 
Transactions in foreign currencies are translated at exchange rates ruling at the transaction
dates. Monetary assets and liabilities expressed in foreign currencies at the consolidated
balance sheet date are translated at rates of exchange ruling at the consolidated balance
sheet date. All exchange differences are dealt with in the consolidated income statement,
except for exchange differences arising from the Group’s net investment in foreign entities,
and from monetary liabilities that are effective hedges of the Group’s net investment in
foreign entities.
(c)
Group companies 
Income statements and cash flows of foreign entities are translated into the Group’s
reporting currency at average exchange rates for the year and their balance sheets are
translated at the exchange rates ruling on 31 December.
Exchange differences arising from the translation of the net investment in foreign entities and
borrowings and other currency instruments designated as hedges of such investments are
taken directly to equity.
When a foreign entity is sold, such exchange differences are
recognised in the consolidated income statement as part of the gain or loss on sale.
A-18
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Accounting policies (Continued) 
(n)
Leases
Leases where a significant portion of the risks and rewards of ownership are retained by the lessor
are classified as operating leases. Payments made under operating leases (net of any incentives
received form the lessor) are charged to the consolidated income statement on a straight-line basis
over the period of the lease.
(o)
Dividends 
Dividends are recorded in the Group’s financial statements in the period in which they are
approved by the Group’s shareholders or directors.
(p) 
Segment reporting 
A business segment is a group of assets and operations engaged in providing products or services
that are subject to risks and returns that are different from those of other business segments. A
geographical segment is engaged in providing products or services within a particular economic
environment that are subject to risks and returns that are different from those of segments
operating in other economic environments.
A-19
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


3
Segment information 
Primary reporting format - business segments 
The Group is organised on a worldwide basis into four main business segments (departments):
(1) 
structured 
finance;
(2) 
ship 
investment/management;
(3) 
distressed 
assets
investment/management; and (4) property investment/management.
The segment results for the year ended 31 December 2004 are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Revenue 
2,669
9,594
2,336
(99)
299
14,799
Profits from operations 
729
7,797
1,576
(421)
(1,617)
8,064
Share of results of associates
–
–
–
96
–
96
Finance costs - interest
expenses
–
(2)
–
(44)
–
(46)
Profit before taxation 
729
7,795
1,576
(369)
(1,617)
8,114
Less: Taxation 
–
–
–
(179)
–
(179)
Profit for the year 
729
7,795
1,576
(548)
(1,617)
7,935
Other segment items are
as follows:
Capital expenditure
21
29
20
2
35
107
Depreciation 
41
1
8
12
15
77
The segment results for the year ended 31 December 2003 are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Revenue 
3,432
1,136
2,360
1,192
292
8,412
Profits from operations 
1,308
289
1,431
28
(1,030)
2,026
Share of results of associates 
–
–
–
300
–
300
Deemed gain dilution of
investment in an associate
–
–
–
1,332
–
1,332
Finance costs – interest
expenses
–
–
–
(116)
(100)
(216)
Profit before taxation
1,308
289
1,431
1,544
(1,130)
3,442
Less: Taxation 
(5)
–
–
(1)
–
(6)
Profit for the year 
1,303
289
1,431
1,543
(1,130)
3,436
Other segment items are
as follows:
Capital expenditure
42
7
14
1
27
91
Depreciation 
24
3
5
9
8
49
A-20
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


3
Segment information (Continued) 
The segment assets and liabilities as at 31 December 2004 for the year then ended are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Segment assets 
1,472
7,433
1,916
6,544
–
17,365
Associates
–
–
–
6,928
–
6,928
Unallocated assets 
–
–
–
–
34,412
34,412
Total assets 
1,472
7,433
1,916
13,472
34,412
58,705
Segment liabilities 
2,391
788
307
89
–
3,575
Unallocated liabilities 
–
–
–
–
14,613
14,613
Total liabilities 
2,391
788
307
89
14,613
18,188
The segment assets and liabilities as at 31 December 2003 for the year then ended are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Segment assets 
1,910
4,582
1,732
11,530
–
19,754
Associates 
–
–
–
6,576
–
6,576
Unallocated assets 
–
–
–
–
25,263
25,263
Total assets 
1,910
4,582
1,732
18,106
25,263
51,593
Segment liabilities 
284
160
262
22
–
728
Unallocated liabilities 
–
–
–
–
16,883
16,883
Total liabilities 
284
160
262
22
16,883
17,611
Segment assets consist primarily of fixed assets, receivables and operating cash. They exclude
taxation, certain investments and cash and cash equivalents.
Segment liabilities comprise operating liabilities and exclude items such as taxation and certain
corporate borrowings.
Capital expenditure comprises planned additions to fixed assets, all in Asia-ex Japan (Note 15).
A-21
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


3
Segment information (Continued) 
Secondary reporting format - geographical segments 
The Group’s four business segments operate in three main geographical areas, even through they
are managed on a worldwide basis.
Global - the global segment represents activities with assets or customers with no fixed location,
which include shipping finance/investment/management.
Asia (ex-Japan) - the Asia (ex-Japan) segment represents activities with assets or customers
located in Asia (ex-Japan), which include structured finance, asset and shipping
finance/investment/management and distressed Asian investments.
Japan - the Japan segment represents activities with assets or customers located in Japan, and
include real estate investment/management.
2004
2003
US$’000
US$’000
Income
Global 
8,353
413
Asia (ex-Japan) 
6,156
4,631
Japan 
(9)
3,076
Unallocated 
299
292
14,799
8,412
Total assets
Global 
7,433
4,582
Asia (ex-Japan) 
3,388
3,642
Japan 
6,544
11,530
Unallocated 
34,412
25,263
51,777
45,017
Investments in associates 
6,928
6,576
58,705
51,593
Capital expenditure
Asia (ex-Japan)
107
91
With the exception of Hong Kong, Singapore and Japan no other individual country contributed
more than 10% of consolidated sales or assets.
Income and total assets attributable to business segments are based on the country in which the
customer is located. Income and assets not attributable to business segments are disclosed as
unallocated. There are no sales between the segments. Total assets and capital expenditure are
where the assets are located.
A-22
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


4
Fee income
2004
2003
US$’000
US$’000
Corporate finance arrangement and agency fees 
3,086
2,873
Front-end fees for finance arrangement of container
ship (note below)
–
1,137
Property fund management and administrative fees 
–
502
Agency, advisory, administration and incentives fees
from distressed loans (Note 29)
303
682
Agency, arrangement, administration and incentive
fees from shipping finance and management (Note 29)
2,210
–
5,599
5,194
Note:
Contingent assets 
At 31 December 2003, the Company had been contracted to arrange finance for 10 container
ships, for which the Company will collect a US$685,000 fee in respect of each ship. Front-end fees
of US137,000pershiptotallingUS1,137,000, to which the Company had received or were
entitled at the balance sheet date, have been booked as income for the year ended 31 December
2003. Completion fees of US548,000pershiptotallingUS5,548,000 were to be received on
delivery and financing of each ship.
Under the commission agreement, further services are
required to be delivered by the Company and significant contingencies exist such that the directors
are not certain that the completion fees will be received for the year ended 31 December 2003 and
consequently only front-end fees have been booked as income for the year ended 2003. The
contingent asset of US$5,548,000 at 31 December 2003 was recognised as income during 2004
when circumstances were no longer contingent.
At 31 December 2004, the Company had no such outstanding contracts.
A-23
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


5
Investment returns
2004
2003
US$’000
US$’000
Share of results of jointly controlled entities 
–
349
Rental income from property development projects held for sale 
–
35
Realised gains on investments 
2,482
84
Return on performance notes - distressed debt (Note 29)
103
292
Return on performance notes - properties
35
81
Return on performance notes - shipping business (Note 29)
2,589
–
Gain on foreign exchange contracts and swap contracts
entered into on behalf of an associate (Note 29)
63
–
Fair value adjustments on performance notes – distressed debt
31
–
Fair value adjustments on performance notes – shipping business
1,600
–
Fair value adjustments on performance notes – properties
(221)
–
Fair value adjustment on other investments
–
280
6,682
1,121
6
Interest income and expense
2004
2003
US$’000
US$’000
Interest income from:
– cash and cash equivalents 
299
293
– participation in syndicated loans 
40
58
339
351
Interest expense on:
– borrowings 
46
186
– preferred capital
–
30
46
216
A-24
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


7
Administrative expenses 
2004
2003
US$’000
US$’000
Depreciation (Note 15)
77
49
Rental expenses under operating leases:
– office premises 
376
485
– staff residencies 
384
404
Staff costs (Note 9)
4,703
4,305
Auditors’ remuneration 
85
60
Traveling and entertainment 
825
845
Net foreign exchange loss/(gain)
20
(489)
Miscellaneous expenses 
313
347
Professional service fees 
– proposed initial public offering 
103
–
– others 
99
346
6,985
6,352
8
Results of associates 
The Group’s share of results of associates after taxation are as follows:
2004
2003
US$’000
US$’000
Capital Advisers Co. Ltd.
242
600
Less: share of tax of Capital Advisers Co. Ltd (Note 18)
(146)
(300)
96
300
9
Staff costs 
2004
2003
US$’000
US$’000
Salaries (including director’s remuneration)  
4,490
3,991
Pension costs - defined contribution plans 
114
131
Other welfare and allowances 
99
183
4,703
4,305
A-25
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


9
Staff costs (Continued)
The weighed average number of employees is as follows:
2004
2003
US$’000
US$’000
Full time 
25
29
Hong Kong 
20
19
Japan 
3
8
Singapore 
2
2
25
29
From 2 May 2003, when it ceased to be a subsidiary, staff employed by Capital Advisers Co. Ltd.
ceased to be included in the Group’s staff numbers. The annual weighted average of full time staff
at Capital Advisers Co. Ltd. during the period from 2 May 2003 to 31 December 2003 was 11.
10
Taxation 
(a)
Taxation 
2004
2003
US$’000
US$’000
Current tax
1
6
Deferred tax 
178
–
179
6
Tax on profits has been calculated at rates of taxation prevailing in the jurisdictions in which the Group
operates.
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the tax
rate of the home country of the Company as follows:
2004
2003
US$’000
US$’000
Profit before tax 
8,114
3,442
Tax calculated at a tax rate of 17.5% (2003: 17.5%)
1,420
602
Effect of different tax rates in other countries 
103
446
Income not subject to tax 
(1,344)
(1,042)
Tax charge 
179
6
A-26
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


10
Taxation (Continued)
(a)
Taxation (Continued)
Note:
Income not subject to taxation is only included to the extent that it negates profits at group tax rate.
Further adjustments are not made as the contingent tax asset is not accrued.
(b)
Deferred taxation
2004
2003
US$’000
US$’000
Income statement charge
178
–
At end of the year
178
–
Deferred income tax assets are recognized for tax losses carried forward only to the extent that the
realization of the related tax benefit is probable. The Group has tax losses of US$8,897,000 (2003:
US7,637,000)andUS1,000 (2003: US269,000)fortheCompanyinHongKongandUni−AsiaFinanceCorporation(Japan)respectivelytocarryforwardagainstfuturetaxableincomeofthosecompanies,whichhavenotbeenrecognizedintheseconsolidatedfinancialstatementsduetouncertaintyoftheirrecoverability.Thesetaxlosseshavenoexpirydates.11ProfitattributabletoshareholdersTheprofitattributabletoshareholdersisdealtwithintheconsolidatedaccountstotheextentofaprofitofUS3,436,000 and US7,935,000fortheyearended2003and2004respectively.12DividendTheCompanydeclaredadividendofUS0.03 and US$0.05 per share for the years ended 2003
and 2004 respectively.
A-27
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


13
Earnings per share 
(a)
Basic
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the
Company by the weighted average number of ordinary shares in issue during the Relevant Periods.
(b)
Diluted 
Diluted earnings per share is calculated adjusting the weighted average number of ordinary shares
outstanding to assume conversation of all dilutive interests during the Relevant Periods. The Group
has one category of potential ordinary shares: share options issued in 2004 by an associate
company. There is no impact on earnings per share as the share options issued by the associate
are anti-dilutive.
2004
2003
US$’000
US$’000
Profit attributable to equity holders of the Company
7,935
3,436
Weighted average number of ordinary shares in issue
28,000
28,000
Earnings per share (US$ per share) - basic and diluted 
0.283
0.123
14
Emoluments for directors and highest paid individuals
(a)
Directors’ emoluments  
2004
2003
US$’000
US$’000
Fees
1,116
1,465
Other emoluments:
Basic salaries, housing allowances, share options,
other allowances and benefits in kind
249
256
Discretionary bonuses
750
86
Contributions to pensions schemes for directors (and
past directors) - as directors
3
3
2,118
1,810
There were no independent non-executive directors appointed to the Group during the year.
A-28
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


14
Emoluments for directors and highest paid individuals (Continued)
The emoluments of the directors fell within the following bands.
Number of
Number of
directors
directors
2004
2003
Emoluments bands 
HKNil−HK1,000,000
5
5
HK1,000,001−HK1,500,000
–
–
HK2,000,001−HK2,500,000
–
2
HK2,500,001−HK3,000,000
–
1
HK3,000,001−HK3,500,000
–
1
HK3,500,001−HK4,000,000
–
1
HK4,500,001−HK5,000,000
1
–
HK5,500,001−HK6,000,000
2
–
8
10
(b)
Five highest paid individuals 
The five individuals whose emoluments were the highest in the Group for the Relevant include 3
(2003: 3) directors whose emoluments are reflected in the analysis presented above.
The
emoluments payable to the remaining 2 (2003: 2) individuals are as follows:
2004
2003
US$’000
US$’000
Basic salaries, housing allowances, share options,
other allowances and benefits in kind
574
546
Bonuses
550
220
Pensions
40
39
1,164
805
The emoluments fee within the following bands:
Number of individuals
2004
2003
Emoluments bands 
HK2,000,001−HK2,500,000
–
–
HK2,500,001−HK3,000,000
–
1
HK3,000,001−HK3,500,000
1
1
HK5,000,001−HK5,500,000
1
–
2
2
(c)
During the year (2003 : nil), no emoluments were paid by the companies comprising the Group to
any of the directors or the five highest paid individuals as an inducement to join or upon joining the
Group or as compensation for loss of office.
A-29
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


15
Fixed assets 
Leasehold
Furniture
improve-
Office
and
Motor
ments
equipment
fixtures
vehicles
Total
US$’000
US$’000
US$’000
US$’000
US$’000
Cost
At 1 January 2003
361
258
74
64
757
Additions
16
72
3
–
91
Disposals 
–
(12)
(28)
–
(40)
Subsidiary sold 
(42)
(58)
(8)
–
(108)
Exchange translation 
1
1
20
–
22
At 31 December 2003
336
261
61
64
722
Accumulated depreciation
At 1 January 2003
324
178
57
64
623
Charge 
4
36
9
–
49
Disposals 
–
(2)
(3)
–
(5)
Subsidiary sold 
(5)
(32)
(5)
–
(42)
Exchange translation 
–
5
–
–
5
At 31 December 2003
323
185
58
64
630
Net book value 
At 31 December 2003 
13
76
3
–
92
Cost
At 1 January 2004
336
261
61
64
722
Additions
49
58
–
–
107
Exchange translation
–
2
–
–
2
At 31 December 2004
385
321
61
64
831
Accumulated
depreciation
At 1 January 2004
323
185
58
64
630
Charge
31
45
1
–
77
Exchange translation
2
–
–
–
2
At 31 December 2004
356
230
59
64
709
Net book value
At 31 December 2004
29
91
2
–
122
A-30
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


16
Loans receivable
2004
2003
US$’000
US$’000
Defaulted loans purchased at fair value
Repayable on demand, and in default:
Defaulted loans purchased at fair value, at fair value
Nominal value of US$3,310,000
–
291
Participation in loans
Repayable within one year
Interest rate at:
LIBOR plus 1.6% p.a. (2003: LIBOR plus 1.6% p.a.)
–
417
LIBOR plus 1.25% p.a. (2003: LIBOR plus 1.25% p.a.)
100
100
5% unsecured (2003: Interest free)
1,100
1,000
1,200
1,808
Participation in loans
Repayable between one and two years
Interest rate at:
LIBOR plus 1.25% p.a. (2003: LIBOR plus 1.25% p.a.)
150
200
Repayable between two and five years
Interest rate at:
LIBOR plus 1.25% p.a. (2003: LIBOR plus 1.25% p.a.)
–
50
150
250
Loans receivable
1,350
2,058
A-31
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


16
Loans receivable (Continued)
Notes:
(a)
Income from defaulted loans is detailed in the consolidated income statements - Fair value
gains on defaulted loans.
During the year, most of the fair value gains consisted of cash receipts from the underlying
loans.
2004
2003
US$’000
US$’000
Cash recovered
1,862
1,245
(b)
Loans receivable approximate to their fair values due to being floating rate loans.
17
Investments
2004
2003
US$’000
US$’000
Non-Hong Kong
Unlisted shares
191
264
Unlisted shares - shipping business (Note (a) below)
1,451
2,533
Unlisted performance notes - properties investment (Note 29(c))
607
1,083
Unlisted partnership
–
–
Unlisted performance notes - distressed debt (Note 29(c))
1,793
926
Unlisted performance notes – shipping (Note 29(c))
4,247
–
Investments
8,289
4,806
A-32
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


17
Investments (Continued)
Note:
(a)
Within unlisted shares - shipping business are investments totalling US451,000(2003:US905,000) in two shipping companies which own and run cargo ships respectively.
Principal
activities and
Country/place and
Issued and fully paid
% of
place of
Name
date of incorporation
up share capital
holdings
operation
Niigata Seimitsu
Japan
JPY3,874,300,000
0.2%
Manufacturing
Co. Ltd.
17 January 1981
Electronic 
Devices
EuroAsia II Inc.,
Panama
US$10,000
15%
Shipping
Panama
12 April 2002
investment
and
management
- Hong Kong
EuroAsia III Inc.,
Panama
US$10,000
15%
Shipping
Panama
12 April 2002
investment
and
management
- Hong Kong
AP Real Estate
Cayman Islands
US$1,000
5.9%
Japanese
Ltd.
12 April 2000
property
investment
and
management
- Japan
RS Property
Cayman Islands
US$1,000
10%
Japanese
Investment
28 August 2000
property
investment
and
management
- Japan
Searex Asset
British Virgin Islands
US1,000NoteShippingManagement30December200328(c)investmentLimitedandmanagement−HongKongAAAStrategicCaymanIslandsUS1,000
Note
Distressed
Investment
26 July 2001
28(c)
debts
Limited
investment
and
management
- Hong Kong
A-33
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


18
Investments in associates
(a)
Movement of investments in associates
2004
2003
US$’000
US$’000
Capital Advisers Co. Ltd.
At the beginning of year
6,576
–
Investment in associate
–
5,553
Share of results after tax
96
300
Exchange differences
256
723
Investments in associates at end of the year
6,928
6,576
(b)
Summary of significant associates’ assets, liabilities and result
A summary of Capital Advisers Co. Ltd.’s assets, liabilities and results are as follows:
2004
2003
US$’000
US$’000
Investments in property related projects
11,755
14,405
Cash and cash equivalents
7,494
10,662
Other assets
6,588
1,847
Total assets
25,837
26,914
Amount due to Uni-Asia Finance Corporation
(4,781)
(9,631)
Other liabilities
(5,562)
(2,605)
Minority interest
(29)
–
Shareholders’ equity (of which Company has 44.8%
interest, 2003: 44.8%)
15,465
14,678
Shareholders’ equity
- Company’s 44.8% interest
6,928
6,576
A-34
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


18
Investments in associates (Continued)
For the
period from
For the
2 May 2003
year ended
to
31 December
31 December
2004
2003
US$’000
US$’000
Results to 31 December 2004, translated at an
average rate of Yen 107.94583 (2003: Yen
114.0026 to US$1):
Revenue
4,539
4,865
Staff costs
(1,974)
(1,298)
Interest expense
(210)
(227)
Other expenses
(1,815)
(1,999)
Profit before tax
540
1,341
Taxation
(325)
(672)
Profit after tax
215
669
Profit before tax - Company’s interest
242
601
Taxation - Company’s interest
(146)
(301)
Profit after tax - Company’s interest
96
300
Note:
The Group loss arising from Capital Advisers Co. Ltd. during the period from 1 January
2003 to 2 May 2003 was US$100,000. Prior to 2 May 2003, Capital Advisers Co. Ltd. was
consolidated as a subsidiary.
A-35
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


18
Investments in associates (Continued)
(c)
Details of associates
As at 31 December 2004, details of the associates, all of which are unlisted, were as follows:
Principal
Country/place
Issued and
Attributable
activities and
and date of
fully paid up
equity
place of
Name
incorporation
share capital
interest
operation
2004 - Indirectly held:
Capital Advisers Co.
Japan
Yen892,500,000
44.8%
Japanese
Ltd. (Note below)
24 February 2000
common shares
property
investment and
management
Japan
(Note) On 2 May 2003, 9,850 new shares in Capital Advisers Co. Ltd. (“Capital Advisers”) were
issued to non-related parties for cash which diluted the Group’s interest in Capital Advisers
from 100% to 44.8%. The Group sold none of its existing shares in Capital Advisers, but
due to the issuance of new shares at a premium above its net assets, it recognised a
“deemed gain on dilution of investment in an associate” of US$1,332,000.
Calculation of deemed gain on dilution of investment in an associate
For year ended
31 December 2003
Share
Yen’000
US$’000
Company’s share of CA net asset value
before dilution
100%
508,621
4,221
Cash received from share issurance
985,000
8,174
CA net asset value after dilution
1,493,621
12,395
Company’s share of CA net asset value
after dilution
44.8%
669,142
5,553
Less Company’s share of CA net asset
value before dilution
(508,621)
(4,221)
Deemed gain on dilution
160,521
1,332
There was no dilution of investment in associates during the year ended 31 December
2004.
A-36
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


18
Investments in associates (Continued)
(d)
Amounts due from associates
The amounts due from associates constituted the principal balance and interest accrued on an
unsecured revolving short term loan facility of US4,754,000equivalenttoYen489,000,000(2003:US9,631,000 equivalent to Yen 1,030,000,000. The loan was subject to interest at 3% per annum
from 2 May 2003, when Capital Advisers ceased to be a subsidiary and thereon 1 April 2004, the
interest rate was revised to 1.375% per annum. Interest charged on amounts due from associates
during the year was US101,000(2003:US221,000).
(e)
Amounts due to associates
The amounts due to associate are unsecured, interest free and with no fixed repayment terms.
19
Accounts receivable
In general, the Group grants a credit period of 7 to 60 days to its customers. The aging analysis of
the accounts receivable is as follows:
2004
2003
US$’000
US$’000
0-30 days
77
692
31-60 days
–
–
61-90 days
–
–
Over 90 days
16
34
93
726
20
Cash and bank balances
2004
2003
US$’000
US$’000
Cash at bank and in hand
1,942
1,909
Short term bank deposits
34,672
25,341
Cash and bank balances
36,614
27,250
Less: Deposits pledged as collateral
12,614
17,244
Cash and cash equivalents
24,000
10,006
The effective interest rate on short term bank deposits was 1.15% (2003: 0.08%) and these
deposits have an average maturity of 35 days.
Within cash and bank balances as at 31 December 2004 are US12,614,000(2003:US17,244,000) of deposits pledged as collateral against Japanese Yen denominated revolving
bank loan facilities.
A-37
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


21
Share capital
2004
2003
US$’000
US$’000
Authorized:
60,000,000 shares of US1each60,00060,000Issuedandfullypaid:28,000,000sharesofUS1 each
28,000
28,000
22
Reserves
Share
Retained
Exchange
Note
capital
earnings
difference
Total
US$’000
US$’000
US$’000
US$’000
Balance at 1 January 2004
28,000
5,982
–
33,982
Net investment hedge
–
–
(262)
(262)
Currency translation 
difference
–
–
262
262
Profit for the year and total  
recognised income for 2004
–
7,935
–
7,935
Dividend
12
–
(1,400)
–
(1,400)
Balance at 31 December 2004
28,000
12,517
–
40,517
Balance at 1 January 2003
28,000
3,386
–
31,386
Net investment hedge
–
–
(633)
(633)
Current translation difference
–
–
633
633
Profit for the year and total 
recognised income for 2003
–
3,436
–
3,436
Dividend
12
–
(840)
–
(840)
Balance at 31 December 2003
28,000
5,982
–
33,982
A-38
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


23
Accounts payable
The aging analysis of the accounts payable is as follows:
2004
2003
US$’000
US$’000
0-30 days
2,246
191
31-60 days
3
92
61-90 days
–
4
Over 90 days
18
53
2,267
340
24
Borrowings
2004
2003
US$’000
US$’000
Repayable per terms of revolving loan facility bank 
borrowings
12,526
15,895
Included in borrowings is a secured loan of Yen1.18 billion (approximately US11,473,000)collateralisedbyacashdepositofapproximatelyUS12,614,000 with the same financial institution
(2003: a loan totalling Yen1.7 billion, (approximately US15,895,000)collateralisedbyapproximatelyUS17,244,000).
Fair value of borrowings approximate the carrying amounts due to their being floating rate
instruments and no changes to the Group’s credit risk.
2004
2003
US$’000
US$’000
Weighted average effective interest rates:
Bank borrowing - JPY
0.34%
0.46%
Bank borrowing - US$
2.84%
–
Cash deposit
1.15%
0.80%
A-39
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


24
Borrowings (Continued)
The borrowings of the Group are at floating Yen LIBOR rates:
2004
2003
US$’000
US$’000
Term borrowings matured within one year
1,053
–
Revolving secured loan due within one year
11,473
15,895
12,526
15,895
Total borrowings
12,526
15,895
25
Subsidiary companies
(a)
Details of principal investments in subsidiaries
Details of the principal subsidiaries within the Group at the date of this report are as follows:
Name
Country/place
Issued and
Attributable
Principal activities
and date of
fully paid up
equity
and place
incorporation
share capital
interest
of operation
Directly held:
Uni-Asia Capital
Singapore
US$1,000,000
100%
Corporate finance and
(Singapore)
7 August 1997
investment advisory 
Limited  
services Singapore
Off-Shore
British Virgin Islands
US$1
100%
Holding and 
Property
23 April 1998
investment company
Investment
BVI 
Corporation
Uni-Asia Services
Hong Kong
HKD20
100%
Inactive
and Agency
27 June 1997
Hong Kong
Limited
Indirectly held:
Uni-Asia Finance 
Japan
Yen 10,000,000
100%
Corporate
Corporation 
9 November 1998
finance services Japan
(Japan)
(b)
Amounts due from subsidiaries
The amounts due from subsidiaries are unsecured, at an interest rate of 2% per annum and with
no fixed repayment terms.
A-40
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


25
Subsidiary companies (Continued)
(c)
Amounts due to subsidiaries
The amounts due to subsidiaries are unsecured, interest free and with no fixed repayment terms.
26
Cash generated from/(used in) operations
(a)
Reconciliation of profit before taxation to cash generated from/(used in) operations 
2004
2003
US$’000
US$’000
Profit before taxation
8,114
3,442
Adjustments for:
Depreciation
77
49
Interest income
(339)
(350)
Interest expenses
46
216
Results of associates
(96)
(1,632)
Interest from loans to associate
(86)
(221)
Net foreign exchange (gain)/loss
20
(489)
(Increase)/decrease in rental and utility deposits paid
(33)
407
(Increase)/decrease in accounts receivable
552
(9,527)
(Increase)/decrease in prepaid expenses
(38)
3
Increase in accounts payable
1,924
8,143
Increase/(decrease) in accrued expenses
1,281
(68)
Increase in rental and utility deposits received
–
85
Loss on disposal of fixed assets
–
34
Decrease in deferred income
–
–
Recovery on loans and interest receivable
(250)
–
Investment returns
(6,682)
(1,121)
Income from defaulted loans
(1,862)
(1,245)
Cash generated from/(used in) operations
2,628
(2,274)
A-41
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


26
Cash generated from/(used in) operations (Continued)
(b)
Net cash outflow on deemed disposal of subsidiary company
On 2 May 2003, 9,850 new shares Advisers Co. Ltd. (“Capital Advisers”) were issued to non-
related parties which diluted the Group’s interest in Capital Advisers from 100% to 44.80% (Note
18). Net cash outflow from the deemed disposal of subsidiary company is as follows:
2004
2003
US$’000
US$’000
Fixed assets
–
66
Jointly controlled entities
–
6,817
Property development projects held for sales
–
5,049
Rental and utility deposits paid
–
124
Accounts receivable
–
1,635
Prepaid expenses
–
42
Cash and cash equivalents
–
10,800
Utility and rental deposits received
–
(220)
Accounts payable
–
(8,532)
Tax payable
–
(8)
Borrowings
–
(11,552)
Net assets disposed of
–
4,221
Deemed gain on dilution of investments in an associate
–
1,332
Adjustment to investment in an associate
–
(5,553)
Sales proceeds
–
–
Cash of subsidiary disposed of
–
10,800
(c)
Major non-cash transactions
During the year ended 31 December 2004, the share of taxation of associate amounted to
US$146,000 (2003: US$301,000).
A-42
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


27
Financial instruments
(a)
Risks
The Group holds monetary assets and liabilities, transacts in foreign exchange transactions with
third parties and has mismatched Yen denominated assets and liabilities. All these operations give
rise to risk exposures.
Financial instruments traded or held include cash and cash equivalents, investments, loans
receivable and borrowings.
Off-balance sheet derivative financial instruments are contracts whose value is derived from one or
more underlying financial instruments or indices defined in the contract, which include forward rate
agreements.
Forward rate agreements are used to manage the Group’s own exposures to foreign exchange risk
as part of its asset and liability management process. The principal derivative instruments used by
the Group are foreign exchange rate related contracts. Most of the Group’s derivative positions
have been entered into to hedge investments in subsidiaries.
(i)
Market risk 
Market risk is the risk that the value of a financial instrument will fluctuate as a result of
changes in market prices, whether those changes are caused by factors specific to the
individual financial instrument or by factors affecting all financial instruments traded in or
indexed to a market. The Group is exposed to market risk on financial instruments that are
valued at market prices and primarily consist of investments, loans, property development
projects and marketable securities.
(ii)
Foreign exchange risk
Foreign exchange risk is the risk that the value of financial instruments and other assets and
liabilities will fluctuate as a result of changes in foreign exchanges rates. The Group is
exposed to foreign exchange risk primarily from the net position of Yen denominated cash
and cash equivalents, investments and borrowings.
(iii)
Interest rate risk
Interest rate risk is the risk that the value of a financial instrument will fluctuate as a result of
changes in market interest rates and the cash flow risks associated with the variability of
cash flows from floating rate financial instruments. The Group is exposed to interest rate risk
primarily from interest rate re-pricing differences between customers’ loans, borrowings, cash
and cash equivalents and shareholders’ capital.
(iv)
Credit risk
Credit risk is the risk of loss resulting from the failure of counterparties to meet the terms of
their obligations. The Group is exposed to credit risk through loans and investments, and
through counterparty default risk on transactions, including foreign exchange transactions in
the process of settlement.
A-43
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


27
Financial instruments (Continued)
(a)
Risks (Continued)
(v)
Liquidity risk
Liquidity risk is the risk of loss resulting from the failure of the Group to meet its funding
requirements or to execute a transaction at a reasonable price. The Group is exposed to
liquidity risk relating to the gaps between the maturity of assets held against the maturity of
the funding of the Group’s activities.
(b)
Risk management
The Group’s principal risks are market risk, credit risk and foreign exchange risk. The directors
consider the interest rate risk and liquidity risk of the Group to be immaterial.
Market risk and credit risk
The Group seeks to minimise these risks by performing detailed reviews of loan counterparties or
asset issuers prior to purchase approval, and by either selling on participated loans to other parties
or entering into offsetting loans payable when the directors wish to preserve the Group’s liquidity.
The Group seeks to minimize adverse movements in market price of financial instruments by
extensive due diligence procedures to ensure acquisition at prices below their perceived fair value.
Foreign exchange risk
The directors review their currency exposures and enter into foreign currency forward contracts
when considered necessary to hedge against adverse currency movements.
The Group uses the following derivative instruments for both hedging purposes:
Forward rate agreements are individually negotiated interest rate futures that call for a cash
settlement at a future date for the difference between a contracted rate of interest and the current
market rate, based on a notional principal amount.
Currency and interest rate swaps are commitments to exchange one set of cash flows for another.
Swaps result in an economic exchange of currencies or interest rates (for example, fixed rate for
floating rate) or a combination of all these (ie, cross-currency interest rate swaps). No exchange of
principal takes place, except for certain currency swaps. The Group’s credit risk represents the
potential cost to replace the swap contracts if counterparties fail to perform their obligation. This
risk is monitored on an ongoing basis with reference to the current fair value, a proportion of the
notional amount of the contracts and the liquidity of the market. To control the level of credit risk
taken, the Group assesses counterparties using the same techniques as for its lending activities.
(c)
Fair value
The directors consider the carrying amount of all financial assets and liabilities included in the
consolidated balance sheet are a reasonable estimate of their fair values.
A-44
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


28
Commitments
(a)
Capital commitments
Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:
2004
2003
US$’000
US$’000
Motor vehicle
81
–
(b)
Lease commitments
Commitments, under non-cancellable operating leases with a term of more than one year, fall due:
2004
2003
US$’000
US$’000
Within one year
643
542
Later than one year and not later than five years
399
480
Later than five years
–
–
1,042
1,022
The Group contracted to a new non-cancellable operating lease covering the period from 1 April
2003 to 30 September 2006, at a monthly rent of US$14,000.
(c)
Investment commitments
2004
2003
US$’000
US$’000
Un-drawn investment commitments at 31st December
12,484
4,834
The Group holds 20% of the performance notes – series 1 issued by AAA Strategic Investment
Limited and 33.33% of the performance notes – series 2, a distressed debt fund managed by the
Group. No commitments remain outstanding for series 1 at 31 December 2004 (2003: USNil).Totalcommitmentsforseries2amounttoUS5,000,000 (2003: US5,000,000)ofwhichacumulativeamountofUS1,894,000 has been called and paid to 31 December 2004 (2003:
US$427,000).
The Group also holds 29.4% of the performance notes – series 1 issued by Searex Asset
Management Limited and 21.7% of the performance notes – series 2, a shipping management
company managed by the Group.
No commitments remain outstanding for series 1 at 31
December 2004 (2003: US$Nil). Total commitments for series 2 amount to US5,000,000ofwhichnoamountcalledandpaidto31December2004(2003:USNil).
A-45
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


28
Commitments (Continued)
(c)
Investment commitments (Continued)
The Group holds a 15% interest in both Euroasia II Inc. Panama and Euroasia III Inc. Panama,
each of which has been established for the sole purpose of contracting, take delivery of and
operating a cargo vessel. No commitments remain outstanding as at 31 December 2004 (2003:
US1,166,000)ofwhichnoamount(2003:US905,000) has been called and paid to 31 December
2004.
The Group holds a 33.3% interest in Glad Mate Limited, which has been established for the sole
purpose of contracting, the building of, take delivery of, and operating a cargo vessel. The Group
had an outstanding commitment of US4,378,000at31December2004inrelationtothisenterprise(2003:USNil).
29
Related party transactions
Related parties include investments, associates, jointly controlled entities, and property
development projects held for sale where the Group holds a beneficial interest in, and is also
contracted as a service provider to manage or administer such investment, company, entity or
property.
Related party transactions are carried out under normal commercial terms and conditions and
generate fee income as disclosed in Note 4, investment returns as disclosed in Note 5, directors’
remunerations and other allowances as disclosed in Note 14, investments in associates and
amounts due from associates as disclosed in Note 18.
Related party balances comprise the unlisted performance notes as disclosed in Note 17.
The following transactions were carried out with related parties:
2004
2003
US$’000
US$’000
Agency, arrangement, administration and incentive 
fees from shipping finance, investment and 
management (Note (a))
2,210
–
Agency, advisory, administration and incentive fees 
from distressed loans (Note (b))
303
682
Return on performance notes – shipping business 
(Note (c)) 
2,589
–
Return on performance notes – distressed debt 
(Note (c)) 
103
292
Proceeds on sales of the associates to another 
associates (Note (d))
709
–
Incentive fees receivable from associates
6
–
Interest return on performance note – distressed debt
25
–
Amount due from associates (Note (b))
4,781
9,631
A-46
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


29
Related party transactions (Continued)
Notes:
(a)
The Group is entitled to receive from Searex Asset Management Limited, as investment of the
Group, the following fees:
(i)
a minimum administration fee of US$5,000 per month for each shipping asset owned by
Searex Asset Management Limited, including the vessels being acquired which are subject
of a memorandum of agreement, payable quarterly in advance.
(ii)
a brokerage fee of approximately 0.75% to 1.25% on the sum of the daily charter hire of a
vessel.
(iii)
an incentive fee of approximately 10% of the sum of the net proceeds, accumulated cash
balance and liabilities outstanding from the disposal of certain vessels.
(iv)
a loan arrangement fee of approximately 1% of the purchase price of a vessel.
(b)
The Group is entitled to receive from AAA Strategic Investment Limited, as investment of the
Group, the following fees:
(i)
an administration fee of US$75,000 per annum for performance notes series 1 payable semi-
annually in advance and an administration fee for performance notes series 2 payable semi-
annually in advance in the amount of US50,000forthefullorpartialissuanceofperformancenoteseachofthefirstthreeUS5 million amounts up to a maximum of
US150,000.(ii)anagencyfeeofUS25,000 per annum for performance notes series 1 payable semi-
annually in advance, and an agency fee for performance notes series 2, payable semi-
annually in advance, in the amount of US50,000perannumforthefullorpartialissuanceofeachofthefirstthreeUS5 million tranches of performance notes.
(iii)
an incentive fee, calculated on an asset by asset basis, in addition to the administration fee.
The initial incentive fee is calculated as twenty percent of the cumulative cash recovered
from each asset in excess of one hundred and ten percent of that asset’s initial cost. The
subsequent incentive fee is calculated as twenty percent of additional cash recovered from
each asset in excess of that asset’s additional cost. The incentive fee is calculated and paid
semi-annually.
(c)
Performance notes are redeemed semi-annually, in whole or in part, calculated based on net cash
recovered from the underlying assets. Performance note redemptions are determined based on
the total original cost of recovered assets less the deduction of fees and other expenses incurred in
recovery of such assets. Recovery amounts from assets in excess of that required for performance
note repayments are paid out as interest on those performance notes.
(d)
In March 2004, the Company disposed of its equity interest in two investments, Ocean Time
Limited and Ocean Target Limited, to a related party, Searex Asset Management Limited.
A-47
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


29
Related party transactions (Continued)
(e)
The Company entered into a two year Cap transaction of notational amount of US27,000,000(2003:USNil) with a bank at an interest rate cap of 2.25% on 31 March 2004. The Company
assigned and transferred all the rights and obligations to a subsidiary company of Searex Asset
Management Limited, a related party of the Group, effective from 13 April 2004. The Company has
no residual interest or obligations in relation to the transaction after the assignment. The Company
also entered into US/YenforeigncurrencyforwardcontractswiththesamesubsidiarycompanyofSearexAssetManagementLimitedduring2004,ofprincipalamountsofUS10m and US$1.3m,
both contracts expired during the years.
(f)
The Group also purchased loans originally advanced to a related party, South China International
Leasing Co. Ltd. (“SCIL”). On 9th September 2004, the Company sold its equity and loan interest
in SCIL to an unrelated party at a total consideration of US$1,666,000.
(g)
The amounts due are unsecured, interest free and have no fixed repayment terms.
(h)
The amounts due from associates constituted loans to Capital Advisers.
The principal balance and interest accrued on an unsecured revolving short term loan facility of
US4,754,000equivalenttoYen489,000,000(2003:US9,631,000 
equivalent 
to
Yen1,030,000,000). The loan was subject to interest at 3% per annum from 2 May 2003, when
Capital Advisers Co. Ltd ceased to be a subsidiary and thereon 1 April 2004, the interest rate was
revised to 1.375% per annum. Interest charged on amounts due from Capital Advisers Co. Ltd
during the year was US101,000(2003:US221,000).
30
Post balance sheet events
On 25 January 2005, a new joint venture, Uni Ships and Management Ltd., was incorporated in
Hong Kong, of which the Company holds 30% of its common shares. The principal activities of the
joint venture are the provision of project management services for Searex Asset Management
Limited, and accounting and other supporting services to the underlying shipping companies.
On 21 March 2005, the Company entered into three contracts to guarantee payment on the
purchase of three container vessels, of US$56,280,000 per vessel.
31 
Approval of the consolidated financial statements
The consolidated financial statements were approved by the board of directors on 11 January
2006.
A-48
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


B-1
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2005
APPENDIX B
The consolidated financial statements for the year ended 31 December 2005 and the auditors’ report on
the consolidated financial statements for the year ended 31 December 2005 were not prepared for
purposes of inclusion in the Prospectus and, save for references to page numbers which have been
altered to conform to the pagination of the Prospectus, have been reproduced and are set out on pages
B-6 to B-47 and page B-5, respectively.


DIRECTORS’ REPORT TO THE SHAREHOLDERS 
OF UNI-ASIA FINANCE CORPORATION
The directors submit their report together with the audited consolidated financial statements of Uni-Asia
Finance Corporation (the “Company”) and its subsidiaries (together the “Group”) for the year ended 31st
December 2005.
General Information 
The principal activities of the Group remained substantially the same as the previous year- finance
arrangement and investment management. The Group acted in the capacities of principal investor,
finance arranger and fund administrator for various classes of alternative investments in ships, distressed
assets and real estate. The main sources of income for the Group include fee income, investment returns,
interest income and other income generated from the four departments listed below.
-
Structured Finance department focuses on finance arrangement in the shipping sector in Asia.
The Group acts as the arranger, packager and agent and participates in syndicated commercial
loans and tax oriented leases.
-
Asset Finance department focuses on investment and management of ships including the
acquisition and disposal of ships and the investment management of assets held by the Group
and on behalf of third parties.
-
Distressed Assets Investment department focuses on investment and management activities in
Asia including the acquisition and disposal of distressed Asian assets and the investment
management of assets held by the Group and on behalf of third parties.
-
Japan real estate department focuses on the investment and management of real estate
projects in Japan including the arrangement of investment and co-investment in the
development and trading of Japanese hotels, commercial and residential properties and the
investment management of the properties held by the Group and on behalf of third parties.
The Group is also seeking investment opportunities in new areas, projects or business where it will be
able to capitalize on its finance packaging expertise.
The directors would like to report that the Group’s listing application in April 2005 to the Hong Kong Stock
Exchange was rejected. The directors would like to continue to explore the possibility of bringing the
Company public.
Operating and Financial Review
1.
Structured Finance
Structured finance activities are conducted mainly out of the Hong Kong and Tokyo offices. During
the year, the Group arranged syndicated transactions totalling US$930m (2004: US546m).ThestructuredfinancedepartmentgeneratedarrangementandbrokeragefeeincomeofUS3,494k (2004: US2,383k)andagencyfeesofUS289k (2004: US$251k).
The directors are of the view that the business of finance arrangement will remain competitive.
B-2
APPENDIX B – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005


DIRECTOR’S REPORT TO THE SHAREHOLDERS
OF UNI-ASIA FINANCE CORPORATION (Continued)
Operating and Financial Review (continued)
2.
Asset Finance
The asset finance department carries out the business of shipping investment management for the
Group and for third parties. In December 2003, the Group ventured into shipping investment and
acted as the investor and administrator of two investment facilities held under Searex Asset
Management Limited. The Group participated in the fund by way of subscribing to a 29.4% and
19.57% interest in the outstanding performance notes. In 2005, the Group invested into 3 container
vessel projects namely Falcon, Fortitude and Union.
Through shipping investment management, debt arrangement and fund administration, the
department recorded total income of US$8,997k (2004: US9,594k).Adetailedbreakdownofthemajorincomeisasfollows:US1,785k as arrangement and project management fees (2004:
US1,344k),US65k as agency fee (2004: US63k),US2,552k as fund management fee (2004:
US1,415k)andUS4,500k as investment return (2004: US6,682k).Asat31stDecember2005,thetotaloutstandinginvestmentintheships/shippingfundwasUS9.7m (2004: US$4,247k).
The directors are of the view that the shipping market would remain opportunistic in the short term
driven by China’s continued economic prosperity. The anticipated increase in vessel supply is
expected to put pressure on capital values and freight rates. In the medium term, the Group will
exercise greater degree of caution in future investments and dispositions.
3.
Distressed Assets Investment 
The distressed assets investment department carries out the acquisition and disposition of non-
performing loans (NPLs) for the Group and for the managed funds.
There was no recovery in 2005 from NPLs invested directly by the Group (2004: US$1,862k). Only
moderate NPL investments were made in 2005 due primarily to a change in market dynamics and
increased investment risk.
AAA Strategic Investment Limited (AAA) is a co-investment fund administrated by the Group in
participation with a Japanese financial institution. Contribution from AAA to the Group amounted to
US1,019kin2005(2004:US405k). As at 31st December 2005, the nominal value of the notes
issued by AAA was US5,293k(2004:US5,644k) of which the Group’s participation reached
US1,746k(2004:US1,793k).
The directors are of the view that investing into NPLs has become less attractive. As a result, the
Group has extended from investment in NPLs to distressed real estate projects. The Group is
currently conducting investment and due diligence on real estate projects in Asia.
4.
Real Estate Investment Management in Japan
The Group’s property investment in Japan is conducted through Capital Advisers Co., Limited (CA),
an associated company in which the Group maintains an equity interest of 44.8%. As at 31st
December 2005, the Group’s outstanding investment in CA totaled US6,585k(2004:US6,928k)
including US$756k as shareholders’ loan (2004: US$4,781k). Net Contribution from CA to the
Group in 2005 was US570k(2004:US96k).
B-3
APPENDIX B – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005


DIRECTOR’S REPORT TO THE SHAREHOLDERS
OF UNI-ASIA FINANCE CORPORATION (Continued)
Operating and Financial Review (continued)
4.
Real Estate Investment Management in Japan (continued)
CA focuses on investment in residential projects and limited service hotels through the
arrangement of new property funds or existing property funds advised, administrated and managed
by the company. The company would take minority equity participations in the projects. As at 31st
December 2005, CA had invested JPY1,533m (2004: JPY1,209m) direct or indirectly in Japanese
properties generating JPY949m (2004: JPY478m) in total income during the year. Profit before
taxation was JPY276m (2004: JPY58m).
In 2005, the property funds under CA’s management reached JPY43.7 billion with an increase of
JPY23.6 billion from the previous year. Also, CA has entered into the hotel operation business in
August, 2005 by purchasing all the shares of the hotel operating company, Sun–Vista.
The directors are of view that the Japan real estate market will continue to improve. CA will
continue to expand its real estate fund business and the hotel operation business in 2006 targeting
sales of JPY2,293m and ordinary income of JPY554m.
The Group reported a net profit before tax of US9,918k(2004:US8,114k) after factoring in total
expenses of US8,903k(2004:US6,985k) of which US575k(2004:US103k) was attributable to
the listing exercise in Hong Kong in 2005.
On behalf of the board
Kazuhiko Yoshida
Managing Director, Chief Executive Officer
Hong Kong, 16th June 2006
B-4
APPENDIX B – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005


AUDITORS’ REPORT TO THE SHAREHOLDERS OF
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
We have audited the accompanying consolidated balance sheet of Uni-Asia Finance Corporation (the
“Company”) and its subsidiaries (together, the “Group”) as of 31 December 2005 and the related
consolidated statement of income, cash flows and changes in shareholders’ equity for the year then
ended. These financial statements set out on pages 5 to 47 are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our
audit and to report our opinion solely to you, as a body, in accordance with our agreed terms of
engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any
other person for the contents of this report.
We conducted our audit in accordance with International Standards on Auditing. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the
financial position of the Group as of 31 December 2005, and of the results of its operations and cash
flows for the year then ended in accordance with International Financial Reporting Standards.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, 16th June 2006
B-5
APPENDIX B – AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2005
Note
2005
2004
US$’000
US$’000
ASSETS
Non-current assets
Property, plant and equipment 
16
147
122
Loans receivable
17
50
150
Investments
18
15,437
8,289
Investments in associates
20(a)
6,648
6,928
Amounts due from associates
31(h)
756
4,781
23,038
20,270
Current assets
Loans receivable
17
100
1,200
Rental and utility deposits paid
433
227
Deposits pledged as collateral 
32
10,082
12,614
Accounts receivable
21
465
93
Prepaid expenses
267
247
Interest receivable
20
54
Cash and bank balances
22
27,544
24,000
38,911
38,435
Total assets
61,949
58,705
EQUITY
Capital and reserves attributable to equity 
holders of the company
Share capital
23
28,000
28,000
Retained earnings
21,956
12,517
Total equity
49,956
40,517
The notes on pages 11 to 47  are an integral part of these consolidated financial statements.
B-6
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED BALANCE SHEET (Continued)
AS AT 31 DECEMBER 2005
Note
2005
2004
US$’000
US$’000
LIABILITIES
Non-current Liabilities
Deferred tax liabilities
11(b)
264
178
264
178
Current Liabilities
Amount due to associate
31(g)
11
–
Borrowings
26
9,041
12,526
Accounts payable
25
227
2,267
Accrued expenses
2,023
1,783
Tax payable
427
34
Dividend payable
13,24
–
1,400
Total current liabilities
11,729
18,010
Total equity and liabilities
61,949
58,705
Approved by board of directors on 16 June 2006
and signed on its behalf by:
…………………….….
……………………….
Director
Director 
The notes on pages 11 to 47 are an integral part of these consolidated financial statements.
B-7
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2005
Note
2005
2004
US$’000
US$’000
Fee income
5
12,234
5,599
Investment returns
6
5,011
6,682
Income from defaulted loans
–
1,862
Interest income
7
936
339
Other income
86
317
Total income
18,267
14,799
Employee benefits expense
10
(5,481)
(5,087)
Depreciation expense
16
(106)
(77)
Other expenses
8
(3,316)
(1,821)
Reversal of impairment loss on loans 
receivable
–
250
Gain on disposal of fixed assets
2
–
(8,901)
(6,735)
Operating profit 
9,366
8,064
Finance costs - interest expense
7
(42)
(46)
Share of profit of associates after tax
9
594
96
Profit before income tax 
9,918
8,114
Income tax expense
11
(479)
(179)
Profit for the year
9,439
7,935
Earnings per share for profit attributable 
to the equity holders of the company
during the year 
-  basic and diluted
14
US0.337US0.283
The notes on pages 11 to 47 are an integral part of these consolidated financial statements.
B-8
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2005
Note
2005
2004
US$’000
US$’000
At the beginning of the year
40,517
33,982
Net investment hedge
(879)
262
Currency translation difference
879
(262)
Profit for the year
9,439
7,935
Dividend
13
–
(1,400)
At the end of the year
24
49,956
40,517
The notes on pages 11 to 47 are an integral part of these consolidated financial statements.
B-9
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2005
Note
2005
2004
US$’000
US$’000
Cash flows from operating activities
Cash generated from operations
28(a)
1,733
2,628
Interest received on bank balances
927
300
Income tax paid
(1)
–
Net cash generated from operating activities
2,659
2,928
Cash flows from investing activities
Cash flows from investments:
Purchase of investment
(9,825)
(4,642)
Proceeds from sales of investments
2,911
2,619
Dividend received from investments
2
2,929
Cash flows from associates:
Repayment of principal and interest from loans to 
associate
4,085
4,937
Cash flows from other investing activities:
Purchase of fixed assets
(134)
(107)
Loans advanced
–
(1,100)
Loan repayments received
1,200
1,969
Interest received from syndicated loans
48
37
Proceeds from sale of defaulted loans
–
1,584
Decrease  in deposits pledged as collateral
2,533
4,630
Proceeds received from interest on performance 
notes
4,359
2,702
Purchase of foreign exchange contracts
(25,433)
(10,265)
Proceeds from settlement of foreign exchange 
contracts
25,499
10,325
Net cash generated from investing activities
5,245
15,618
The notes on pages 11 to 47 are an integral part of these consolidated financial statements.
B-10
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED CASH FLOW STATEMENT (Continued)
FOR THE YEAR ENDED 31 DECEMBER 2005
Note
2005
2004
US$’000
US$’000
Cash flows from financing activities
Interest paid on borrowings
(45)
(45)
Proceed from borrowings
–
1,053
Repayment of borrowings
(3,485)
(4,758)
Dividend paid to company shareholders
(1,400)
(840)
Net cash used in from financing activities
(4,930)
(4,590) 
Increase in cash equivalents
2,974
13,956
Movements in cash and cash equivalents:
Cash and cash equivalents at beginning of year
24,000
10,006
Net increase in cash and cash equivalents
2,974
13,956
Effects of exchange rate changes
570
38
Cash and cash equivalents at end of the year
22
27,544
24,000
The notes on pages 11 to 47 are an integral part of these consolidated financial statements.
B-11
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005


1
General information
Uni-Asia Finance Corporation (the “Company”) and its subsidiaries (together, the “Group”) principal
activities are the arrangement of, acting as agent of and participation in syndicated commercial
loans, arrangement, management and co-investment in development and trading of Japanese
property assets and the acquisition, management and disposal of distressed Asian assets and
shipping business.
The Company is an exempted company incorporated in the Cayman Islands on 17th March 1997
with limited liability.
2
Summary of significant accounting policies 
The principal accounting policies applied in the preparation of these consolidated financial
statements are set out below. These policies have been consistently applied to all the years
presented, unless otherwise stated.
(a)
Basis of preparation
The consolidated financial statements of Uni-Asia Finance Corporation have been prepared in
accordance with International Financial Reporting Standards (IFRS). The consolidated financial
statements have been prepared under the historical cost convention as modified by the revaluation
of financial assets and financial liabilities (including derivative instruments) at fair value through
profit or loss.
The preparation of financial statements in conformity with IFRS requires the use of certain critical
accounting estimates. The areas where assumptions and estimates are significant to the
consolidated financial statements are disclosed in note 4.
Interpretations and amendments to published standards effective in 2005
The following amendments and interpretations to standards are mandatory for the Group’s
accounting periods beginning on or after 1st January 2005:
- IFRIC 2, Members’ Shares in Co-operative Entities and Similar Instruments (effective from 1st
January 2005);
- SIC 12 (Amendment), Consolidation – Special Purpose Entities (effective 1st January 2005); and
- IAS 39 (Amendment), Transition and Initial Recognition of Financial Assets and Financial
Liabilities (effective from 1 January 2005).
Management assessed the relevance of these amendments and interpretations with respect to the
Group’s operations and concluded that they are not relevant to the Group.
Standards, interpretations and amendments to published standards that are not yet effective
Certain new standards, amendments and interpretations to existing standards have been published
that are mandatory for the Group’s accounting periods beginning on or after 1st January 2006 or
later periods but which the Group has not early adopted, as follows:
B-12
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Summary of significant accounting policies (Continued)
(a)
Basis of preparation (Continued)
IAS 39 (Amendment) The Fair Value Option (effective from 1 January 2006). This amendment
changes the definition of financial instruments classified at fair value through profit or loss and
restricts the ability to designate financial instruments as part of this category. The Group believes
that this amendment should not have a significant impact on the classification of financial
instruments, as the Group should be able to comply with the amended criteria for the designation
of financial instruments at fair value through profit and loss. The Group will apply this amendment
from annual periods beginning 1 January 2006
IFRS 7, Financial Instruments: Disclosures, and a complementary Amendment to IAS 1,
Presentation of Financial Statements - Capital Disclosures (effective from 1 January 2007). IFRS 7
introduces new disclosures to improve the information about financial instruments. It requires the
disclosure of qualitative and quantitative information about exposure to risks arising from financial
instruments, including specified minimum disclosures about credit risk, liquidity risk and market
risk, including sensitivity analysis to market risk. It replaces IAS 30, Disclosures in the Financial
Statements of Banks and Similar Financial Institutions, and disclosure requirements in IAS 32,
Financial Instruments: Disclosure and Presentation. It is applicable to all entities that report under
IFRS. The amendment to IAS 1 introduces disclosures about the level of an entity’s capital and how
it manages capital. The Group assessed the impact of IFRS 7 and the amendment to IAS 1 and
concluded that the main additional disclosures will be the sensitivity analysis to market risk and the
capital disclosures required by the amendment of IAS 1. The Group will apply IFRS 7 and the
amendment to IAS 1 from annual periods beginning 1 January 2007.
(b)
Consolidation 
(i) 
Subsidiaries 
Subsidiaries are all entities (including special purpose entities) over which the Group has the power
to govern the financial and operating policies generally accompanying a shareholding of more than
one half of the voting rights. The existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing whether the Group controls another
entity. Subsidiaries are fully consolidated from the date on which control is transferred to the
Group. They are de-consolidated from the date that control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the
Group. The cost of an acquisition is measured as the fair value of the assets given, equity
instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly
attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values at the acquisition
date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over
the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If
the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the
difference is recognized directly in the consolidated income statement.
Inter-company transactions, balances and unrealized gains on transactions between group
companies are eliminated. Unrealized losses are also eliminated but considered an impairment
indicator of the asset transferred. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.
B-13
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Summary of significant accounting policies (Continued)
(b) 
Consolidation (Continued)
(ii) 
Associates 
Associates are all entities, other than those investment where IAS 28 does not apply, over which
the Group has significant influence but not control, generally accompanying a shareholding of
between 20% to 50% of the voting rights. Investments in associates are accounted for using the
equity method of accounting and are initially recognized at cost. The Group’s investments in
associates are detailed in Note 20.
The Group’s share of its associates’ post-acquisition profits or losses is recognized in the income
statement, and its share of post-acquisition movements in reserves is recognized in reserves. The
cumulative post-acquisition movements are adjusted against the carrying amount of the
investment. When the Group’s share of losses in an associate equals or exceeds its interest in the
associates, including any other unsecured receivables, the Group does not recognize further
losses, unless it has incurred obligations or made payments on behalf of the associate.
Unrealized gains on transactions between the Group and its associates are eliminated to the extent
of the Group’s interest in the associates. Unrealized losses are also eliminated unless the
transaction provides evidence of an impairment of the asset transferred. Accounting policies of
associates have been changed where necessary to ensure consistency with the policies adopted
by the Group.
Investments held by venture capital or similar entities are excluded from the scope of IAS 28 where
those investments are designated, upon initial recognition, as at fair value through profit or loss and
are accounted for in accordance with IAS 39. Certain investments of the Group have applied this
scope exemption with changes in fair value recognised in profit or loss in the period of change. The
directors have determined that the Group does not carry on its business through these associates.
(c)
Revenue and other income recognition 
Arrangement fees are recognized on delivery and upon completion of the transaction when all
obligations associated with the transaction are completed and when the amount of revenue can be
measured reliably.
Agency fees and commissions are recognized when pre-agreed duties and functions of acting as
an agent has been rendered.
Project management fees are recognized on an accruals basis.
Administration / Agency Fee / Incentive fee from distressed Loans are recognized as they
crystallize according to the pre-agreed terms of contract.
Interest Income is recognized on a time-proportion basis using the effective yield basis.
B-14
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Summary of significant accounting policies (Continued) 
(d)
Property, plant and equipment 
Property, plant and equipment is stated at cost less accumulated depreciation.
Leasehold improvements are depreciated over the remaining period of the lease while all other
fixed assets are depreciated at the following rates on a straight-line basis, which is deemed
sufficient to write off their costs to their residual values over their estimated useful lives: office
equipment at 33 1/3% per annum and other fixed assets at 25% per annum.
Gain and losses on disposals are determined by comparing proceeds with carrying amounts and
are included in the consolidated income statement.
(e)
Financial Assets 
The Group classifies its financial assets in the following categories: at fair value through profit or
loss and loans and receivables. The classification depends on the purpose for which the financial
assets were acquired. Management determines the classification of its assets at initial recognition
and re-evaluates this designation at every reporting date.
a)
Financial assets at fair value through profit or loss
This category has two sub-categories: ‘financial assets held for trading’ and those designated
at fair value through profit and loss at inception. A financial asset is classified in this category
if acquired principally for the purpose of selling in the short term or if so designated by
management. Derivatives are also categorised as ‘held for trading’ unless they are
designated as hedges. Assets in this category are classified as current assets if they are
either held for trading or are expected to be realized within 12 months of the balance sheet
date.
b)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. These are included in current assets,
except for maturities greater than 12 months after the balance sheet date. These are
classified as non-current assets. Loans are classified as “Loans Receivable” in the balance
sheet.
Purchases and sales of investments are recognised at trade date - the date on which the Group
commits to sell the asset. Investments are initially recognised at fair value plus transaction costs for
all financial assets not carried at fair value through profit or loss. Financial assets carried at fair
value through profit or loss, are initially recognised at fair value and transaction costs are expensed
in the income statement. Investments are derecognised when the rights to receive cash flows from
the investments have expired or have been transferred and the Group has transferred substantially
all the risks and rewards of ownership. Financial assets at fair value through profit and loss are
subsequently carried at fair value.
B-15
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Summary of significant accounting policies (Continued) 
(e)
Financial assets (Continued) 
Fair values for unquoted securities are estimated by the directors. In determining fair valuation, the
directors make use of market-based information and fair valuation models such as discounted cash
flow models. In many instances the directors also rely on financial data of investees and on
estimates provided by the management of the investee companies as to the effect of future
developments.
Performance notes are investments with income and maturity values which fluctuate based on the
distributions received from underlying assets, which are generally investments in property
development companies, defaulted loans or shipping companies. Fair values of performance notes
or other collective investment schemes are determined by the Group’s interest in the fair values of
each scheme’s underlying assets. Gains and losses arising from changes in the fair value of all
securities are recognized in the consolidated income statement as they arise.
Although the directors use their best judgement in estimating the fair value of investments, there
are inherent limitations in any estimation techniques. Future confirming events will also affect the
estimates of fair value and the effect of such events on the estimates of fair value, including the
ultimate liquidation of investments, could be material to these consolidated financial statements.
(f)
Cash and cash equivalents 
Cash and cash equivalents include cash in hand, bank balances and short term bank deposits with
an original maturity of less than three months.
(g)
Borrowings
Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are
subsequently stated at amortized cost; any difference between the proceeds (net of transaction
costs) and the redemption value is recognized in the income statement over the period of the
borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the balance sheet date.
(h)
Deferred taxation 
Deferred income tax is provided in full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the consolidated
financial statements. However, the deferred income tax, if it is not accounted for, arises from initial
recognition of an asset or liability in a transaction other than a business combination that at the
time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is
determined using tax rates (and laws) that have been enacted or substantially enacted by the
balance sheet date and are expected to apply when the related deferred income tax asset is
realized or the deferred income tax liability is settled.
B-16
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2 
Summary of significant accounting policies (Continued)
(h)
Deferred taxation (Continued) 
Deferred income tax assets are recognized to the extent that it is probable that future taxable profit
will be available against which the temporary differences can be utilized.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries
and associates, except where the timing of the reversal of the temporary difference is controlled by
the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
(i)
Employee benefits 
Pension obligations
Group companies have various defined contribution pension schemes in accordance with the local
conditions and practices in the countries in which they operate. A defined contribution plan is a
pension plan under which the Group pays fixed contributions into a separate entity (a fund) and will
have no legal or constructive obligations to pay further contributions if the fund does not hold
sufficient assets to pay all employees benefits relating to employee services in the current and prior
periods.
For defined contribution plans, the Company pays contributions to publicly or privately administered
pension insurance plans on a mandatory, contractual or voluntary basis.
Once the contributions have been paid, the Company has no further payment obligations. The
regular contributions constitute net periodic costs for the year in which they are due and as such
are included in staff costs.
(j)
Derivative financial instruments and hedging activities
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and
are subsequently re-measured at their fair value. The method of recognising the resulting gain or
loss depends on whether the derivative is designated a hedging instrument, and if so, the nature of
the item being hedged. The Group designates certain derivatives as hedges of net investments in
foreign operations.
The Group documents at the inception of the transaction the relationship between hedging
instruments and hedged items, as well as its risk management objective and strategy for
undertaking various hedge transactions. The Group also documents its assessment, both at hedge
inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions
are highly effective in offsetting changes in fair values or cash flows of hedged items.
B-17
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Summary of significant accounting policies (Continued)
(j)
Derivative financial instruments  and hedging activities (Continued)
(a)
Net investment hedge  
The effective portion of changes in the fair value of derivatives that are designated and
qualify as Net Investment hedge are recognised in equity. The gain or loss relating to the
ineffective portion is recognised immediately in the consolidated income statement.
Gains and losses accumulated in equity are included in the consolidated income statement
when the foreign operation is disposed of.
(b)
Derivatives that do not qualify for hedge accounting 
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value
of any derivative instruments that do not qualify for hedge accounting are recognised
immediately in the consolidated income statement.
(k)
Foreign currency translation 
(a)
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using
the currency of the primary economic environment in which   the entity operates (‘the
functional currency’). The consolidated financial statements are presented in United States
Dollars, which is the Company’s functional and presentation currency.
(b) 
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange
rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation at year-end exchange rates
of monetary assets and liabilities denominated in foreign currencies are recognized in the
income statement, except when deferred in equity as qualifying cash flow hedges and
qualifying net investment hedges.
(c)
Group companies
The results and financial position of all the group entities (none of which has the currency of
a hyperinflationary economy) that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:
B-18
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Summary of significant accounting policies (Continued)
(k)
Foreign currency translation (Continued)
(c)
Group companies
(i)
assets and liabilities for each balance sheet presented are translated at the closing rate at
the date of that balance sheet;
income and expenses for each income statement are translated at average exchange rates
(unless this average is not a reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and expenses are translated at the
dates of the transactions); and
(ii)
all resulting exchange differences are recognised as a separate component of equity. On
consolidation, exchange differences arising from the translation of the net investment in
foreign operations, and of borrowings and other currency instruments designated as hedges
of such investments, are taken to shareholders’ equity. When a foreign operation is sold,
exchange differences that were recorded in equity are recognised in the income statement
as part of the gain or loss on sale.
(iii)
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated
as assets and liabilities of the foreign entity and translated at the closing rate.
(l)
Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the
lessor are classified as operating leases. Payments made under operating leases (net of any
incentives received form the lessor) are charged to the consolidated income statement on a
straight-line basis over the period of the lease.
(m)
Dividend distributions 
Dividend distributions to the Company’s shareholders are recognised as a liability in the Group’s
financial statements in the period in which dividends are approved.
(n)
Segment reporting 
A business segment is a group of assets and operations engaged in providing products or services
that are subject to risks and returns that are different from those of other business segments. A
geographical segment is engaged in providing products or services within a particular economic
environment that are subject to risks and returns that are different from those of segments
operating in other economic environments.
B-19
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


3
Segment information 
Primary reporting format - business segments 
At 31 December 2005, the Group is organised on a worldwide basis into four main business
segments (departments): (1) structured finance; (2) ship investment/management; (3) distressed
assets investment/management; and (4) property investment/management.
The segment results for the year ended 31 December 2005 are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Income
7,165
8,997
1,019
186
900
18,267
Operating profits  
4,710
6,920
22
(588)
(1,698)
9,366
Share of  profit  of associates
–
24
–
570
–
594
Finance costs - interest 
expenses
–
–
–
(42)
–
(42)
Profit before income tax
4,710
6,944
22
(60)
(1,698)
9,918
Less: income tax expenses  
(92)
(92)
–
(295)
–
(479)
Profit for the year
4,618
6,852
22
(355)
(1,698)
9,439
Other segment items are as 
follows:
Capital expenditure
26
37
24
2
44
133
Depreciation 
43
22
14
1
26
106
The segment results for the year ended 31 December 2004 are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Income
2,669
9,594
2,336
(99)
299
14,799
Operating profits  
729
7,797
1,576
(421)
(1,617)
8,064
Share of profit  of associates 
–
–
–
96
–
96
Finance costs – interest 
expenses
–
(2)
–
(44)
–
(46)
Profit before income tax 
729
7,795
1,576
(369)
(1,617)
8,114
Less: income tax expense 
–
–
–
(179)
–
(179)
Profit for the year
729
7,795
1,576
(548)
(1,617)
7,935
Other segment items are as 
follows:
Capital expenditure
21
29
20
2
35
107
Depreciation 
41
1
8
12
15
77
B-20
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


3
Segment information (Continued) 
The segment assets and liabilities as at 31 December 2005 for the year then ended are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Segment assets 
1,708
14,679
2,332
5,871
–
24,590
Associates
–
63
–
6,585
–
6,648
Unallocated assets 
–
–
–
–
30,711
30,711
Total assets 
1,708
14,742
2,332
12,456
30,711
61,949
Segment liabilities 
556
891
63
362
0
1,872
Unallocated liabilities 
–
–
–
–
11,521
11,521
Total liabilities 
556
891
63
362
11,521
13,393
The segment assets and liabilities as at 31 December 2004 for the year then ended are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Segment assets 
1,472
7,433
1,916
6,544
–
17,365
Associates 
–
–
–
6,928
–
6,928
Unallocated assets 
–
–
–
–
34,412
34,412
Total assets 
1,472
7,433
1,916
13,472
34,412
58,705
Segment liabilities 
2,391
788
307
89
–
3,575
Unallocated liabilities 
–
–
–
–
14,613
14,613
Total liabilities 
2,391
788
307
89
14,613
18,188
Segment assets consist primarily of property, plant and equipment, receivables and operating cash.
They exclude taxation, certain investments and cash and cash equivalents. The unallocated portion
represents mainly cash balances held by the Group which is not distinguishable into any particular
segment.
Segment liabilities comprise operating liabilities and exclude items such as taxation and certain
corporate borrowings.
Capital expenditure comprises planned additions to property, plant and equipment (Note 16).
B-21
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


3
Segment information (Continued) 
Secondary reporting format - geographical segments 
The Group’s four business segments operate in three main geographical areas, even through they
are managed on a worldwide basis.
Global - the global segment represents activities with assets or customers with no fixed location,
which include shipping finance/investment/management.
Asia (ex-Japan) - the Asia (ex-Japan) segment represents activities with assets or customers
located in Asia (ex-Japan), which include structured finance, asset and shipping
finance/investment/management and distressed Asian investments.
Japan - the Japan segment represents activities with assets or customers located in Japan, and
include real estate investment/management.
2005
2004
US$’000
US$’000
Income
Global 
8,918
8,353
Asia (ex-Japan) 
3,052
6,156
Japan 
5,397
(9)
Unallocated 
90
299
18,267
14,799
Total assets 
Global 
14,742
7,433
Asia (ex-Japan) 
4,040
3,388
Japan 
5,872
6,544
Unallocated 
30,710
34,412
55,364
51,777
Investments in associates 
6,585
6,928
61,949
58,705
Capital expenditure
133
107
Income and total assets attributable to business segments are based on the country in which the
customer is located. Income and assets not attributable to business segments are disclosed as
unallocated. There are no sales between the segments. Total assets and capital expenditure are
where the assets are located.
B-22
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


4
Critical accounting estimates
Estimates are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting
estimates will, by definition, seldom equal the related actual results. The estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities are discussed below.
Fair value of derivatives and other financial instruments
The fair value of financial instruments that are not traded in an active market are determined by
using valuation techniques. The Group uses its judgment in selecting  methods and makes
assumptions that are based on market conditions existing at each balance sheet date. The Group
has used discounted cash flow analysis to value investments which were not traded in an active
market. Management has used discount rates which it believes would be able to reasonably
capture the expected recovery from the underlying projects.
5
Fee income
2005
2004
US$’000
US$’000
Corporate finance arrangement, brokerage and agency 
fees 
8,138
3,881
Project Management fee
844
–
Agency, advisory, administration and incentives fees 
from distressed loans (Note 31)
700
303
Administration and incentive fees from shipping 
investment  management 
2,552
1,415
12,234
5,599
Note:
Contingent assets 
At 31st December 2003, the Company had been contracted to arrange finance for 10 container
ships, for which the Company will collect a US685kfeeinrespectofeachship.CompletionfeesofUS548k per ship totalling US5,548kweretobereceivedondeliveryandfinancingofeachship.Therewereonly2shipsdeliveredin2005whichhavebeenincludedasincomefortheyearended31stDecember2005andtheremainingcontingentassetofUS4,452k at 31st December 2005 will
be recognised as income in future years when circumstances are no longer contingent.
B-23
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


6
Investment returns
2005
2004
US$’000
US$’000
Realized gains on investments 
250
2,482
Return on performance notes - distressed debt 
(Note 31)
318
103
Return on performance notes - properties
47
35
Return on performance notes - shipping business 
(Note 31)
2,491
2,589
Gain on foreign exchange contracts and swap 
67
63
Fair value adjustments on performance notes - 
distressed debt
–
31
Fair value adjustments on performance notes - 
shipping business
2,423
1,600
Fair value adjustments on performance notes - 
properties
79
(221)
Fair value adjustment on other investments
(664)
–
5,011
6,682
Investments measured at fair value through profit or loss include fair value adjustments and returns
on performance notes. Return on performance notes comprises of interest income paid to note
holders during the year.
7
Interest income and expense
2005
2004
US$’000
US$’000
Interest income from:
– cash and cash equivalents 
900
299
– participation in syndicated loans 
36
40
936
339
Interest expense on:
– borrowings 
42
46
42
46
B-24
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


8
Other expenses 
2005
2004
US$’000
US$’000
Rental expenses under operating leases:
– office premises 
601
376
Auditors’ remuneration 
105
85
Traveling and entertainment 
863
825
Net foreign exchange loss
453
20
Professional service fees 
– proposed initial public offering 
575
103
Miscellaneous expenses 
719
412
3,316
1,821
9
Results of associates 
The Group’s share of results of associates after taxation are as follows:
2005
2004
US$’000
US$’000
Capital Advisers Co. Ltd.
1,126
242
Less: share of tax of Capital Advisers Co. Ltd 
(Note 20)
(556)
(146)
Uni Ship and Management Ltd.
29
–
Less: Share of tax of Uni-Ship and Management Ltd.
(Note 20)
(5)
–
594
96
10
Employee benefit expense 
2005
2004
US$’000
US$’000
Salaries (including director’s remuneration)  
4,817
4,490
Pension costs - defined contribution plans 
145
114
Staff residencies, other welfare and allowances 
519
483
5,481
5,087
B-25
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


10
Employee benefits expense (Continued)
The weighed average number of employees is as follows:
2005
2004
US$’000
US$’000
Full time 
27
25
Hong Kong 
21
20
Japan 
3
3
Singapore 
3
2
27
25
11
Income tax expense and deferred taxation 
(a)
Income tax expense
2005
2004
US$’000
US$’000
Current tax 
393
1
Deferred tax 
86
178
479
179
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using
the weighted average tax rate applicable to the profits of the consolidated companies as follows:
2005
2004
US$’000
US$’000
Profit before tax 
9,918
8,114
Domestic tax rates applicable to profits in the respective countries 
1,736
1,420
Effect of different tax rates in other countries 
359
103
Income not subject to tax 
(1,616)
(1,344)
Tax charge 
479
179
Note:
Income not subject to taxation is only included to the extent that it negates profits at group tax rate.
Further adjustments are not made as the contingent tax asset is not accrued.
B-26
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


11
Income tax expense and deferred taxation (Continued)
(b)
Deferred taxation
Total 
US$’000
At 1 January 2004
–
Charged to income statement
178
At 31 December 2004
178
Charged to income statement
86
At 31 December 2005
264
Deferred income tax assets are recognized for tax losses carried forward only to the extent that the
realization of the related tax benefit is probable. The Group has tax losses of US$8,103k (2004:
US8,897k)andUS Nil  (2004: US1k)fortheCompanyinHongKongandUni−AsiaFinanceCorporation(Japan)respectivelytocarryforwardagainstfuturetaxableincomeofthosecompanies,whichhavenotbeenrecognizedintheseconsolidatedfinancialstatementsduetouncertaintyoftheirrecoverability.12ProfitattributabletoshareholdersTheprofitattributabletoshareholdersisdealtwithintheconsolidatedfinancialstatementstotheextentofaprofitofUS9,439k and US7,935kfortheyearended2005and2004respectively.13DividendsThedividendspaidin2005and2004wereUS1,400k and US840krespectively(US 0.05/
US0.03pershare).Adividendinrespectoftheyearended31stDecember2005ofUS0.05 per
share amounting to a total dividend of US$1,400k was approved at the Board of Directors meeting
on 13 January 2006. These financial statements do not reflect this dividend payable.
14
Earnings per share 
(a)
Basic
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the
Company by the weighted average number of ordinary shares in issue during the year.
B-27
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


14
Earnings per share (Continued)
(b)
Diluted 
Diluted earnings per share is calculated adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive ordinary shares during the year. The Group has
one category of potential ordinary shares: share options issued in 2004 by an associate company.
These share options are not considered to have a dilutive effect on earnings per share.
2005
2004
US$’000
US$’000
Profit attributable to equity holders of the Company 
9,439
7,935
Weighted average number of ordinary shares in issue 
28,000
28,000
Earnings per share (US$ per share) - basic and diluted 
0.337
0.283
15
Emoluments for directors and highest paid individuals
(a)
Directors’ emoluments  
2005
2004
US$’000
US$’000
Fees
1,223
1,116
Other emoluments:
Basic salaries, housing allowances and other 
allowances and benefits in kind 
275
249
Discretionary bonuses 
750
750
Contributions to pensions schemes for directors 
(and past directors) - as directors
3
3
2,251
2,118
There were 3 independent non-executive directors were appointed to the Group during the year.
B-28
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


15
Emoluments for directors and highest paid individuals (Continued)
The emoluments of the directors fell within the following bands.
Number of
Number of
directors
directors
2005
2004
Emoluments bands
US$ Nil – US$15,000
8
5
US$15,001 – US$ 600,000 
–
–
US$600,001 – US$700,000
–
1
US$700,001 – US$800,000
3
2
11
8
(b)
Five highest paid individuals 
The five individuals whose emoluments were the highest in the Group for the year include 3 (2004:
3) directors whose emoluments are reflected in the analysis presented above. The emoluments
payable to the remaining 2 (2004: 2) individuals are as follows:
2005
2004
US$’000
US$’000
Basic salaries, housing allowances and other 
allowances and benefits in kind 
446
574
Bonuses 
627
550
Pensions 
20
40
1,093
1,164
The emoluments fall within the following bands:
Number of individuals
2005
2004
Emoluments bands
US$300,000 – US$450,000
1
1
US$450,001 – US$700,000
–
1
US$700,001 – US$750,000
1
–
2
2
(c)
No emoluments were paid in both 2004 and 2005 by the companies comprising the Group to any
of the directors or the five highest paid individuals as an inducement to join or upon joining the
Group or as compensation for loss of office.
B-29
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


16
Property, plant and equipment 
Leasehold
Furniture
improve-
Office
and
Motor
ments
equipment
fixtures
vehicles
Total
US$’000
US$’000
US$’000
US$’000
US$’000
Cost
At 1 January 2005
385
321
61
64
831
Additions
2
38
–
93
133
Disposals
–
(2)
–
(64)
(66)
Exchange translation
(8)
(2)
–
–
(10)
Written off
(9)
(96)
(8)
–
(113)
At 31 December 2005
370
259
53
93
775
Accumulated depreciation
At 1 January 2005
356
229
60
63
708
Charge
27
57
1
21
106
Disposals
–
(1)
–
(64)
(65)
Exchange translation
(6)
(2)
–
–
(8)
Written off
(9)
(96)
(8)
–
(113)
At 31 December 2005
368
187
53
20
628
Net book value
At 31 December 2005
2
72
0
73
147
Cost
At 1 January 2004
336
261
61
64
722
Additions
49
58
–
–
107
Exchange translation
–
2
–
–
2
At 31 December 2004
385
321
61
64
831
Accumulated depreciation
At 1 January 2004
323
185
58
64
630
Charge
31
45
1
–
77
Exchange translation
2
–
–
–
2
At 31 December 2004
356
230
59
64
709
Net book value
At 31 December 2004
29
91
2
–
122
B-30
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


17
Loans receivable
2005
2004
US$’000
US$’000
Participation in loans
Repayable within one year
Interest rate at:
LIBOR plus 1.25% p.a. (2004: LIBOR plus 1.25% p.a.)
100
100
Nil (2004: 5% unsecured)
–
1,100
100
1,200
Participation in loans
Repayable between one and two years
Interest rate at:
LIBOR plus 1.25% p.a. (2004: LIBOR plus 1.25% p.a.)
50
150
50
150
Loans receivable
150
1,350
The carrying amount of the loans approximates their fair value. Income from defaulted loans is
detailed in the consolidated income statement.
2005
2004
US$’000
US$’000
Cash recovered
–
1,862
B-31
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


18
Investments
2005
2004
US$’000
US$’000
Non-Hong Kong
Unlisted shares
191
191
Unlisted shares - shipping business (Note (a) below)
3,699
1,451
Unlisted performance notes - properties investment (Note 31(e))
55
607
Unlisted performance notes - distressed debt (Note 31(e))
1,746
1,793
Unlisted performance notes – shipping (Note 31(e))
9,746
4,247
15,437
8,289
Note:
(a)
Within unlisted shares - shipping business are investments totalling US$3,664k (2004: US$451k) in
two shipping companies which own and run cargo ships respectively.
Country/place
Issued and fully
and date of
paid up share
% of
Name
incorporation
capital
holdings
Principal activities
Niigata Seimitsu
Japan
JPY3,874,300,000
0.2%
Manufacturing
Co. Ltd.
17 January 1981
electronic devices
EuroAsia II Inc., 
Panama
US$10,000
15%
Shipping investment and
Panama
12 April 2002
management
EuroAsia III Inc., 
Panama
US$10,000
15%
Shipping investment and 
Panama
12 April 2002
management
AP Real Estate 
Cayman Islands
US$1,000
5.9%
Japanese property
Ltd.
12 April 2000
investment and 
management
RS Property 
Cayman Islands
US$1,000
10%
Japanese property
Investment
28 August 2000
investment and 
management
B-32
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


18
Investments (Continued)
Country/place
Issued and fully
and date of
paid up share
% of
Name
incorporation
capital
holdings
Principal activities
Searex Asset 
British Virgin Islands
US$1,000
Series 1:
Shipping investment and 
Management 
30 December 2003
29.4%
management
Limited
Series 2:
19.57%
AAA Strategic 
Cayman Islands
US$1,000
Series 1:
Distressed debts
Investment 
26 July 2001
20%
investment and 
Limited
Series 2:
management
33% 
Fortitude 
Panama
US$1,000
38%
Shipping owning
Containership 
26 November 2004
and chartering
S.A.
Union 
Panama
US$1,000
38%
Shipping owning
Containership 
26 November 2004
and chartering
S.A.
Falcon
Panama
US$1,000
38%
Shipping owning
Containership 
26 November 2004
and chartering
S.A.
19
Derivative financial Instruments 
a)
Forward foreign exchange contracts
There were no outstanding contracts at 31 December 2005 (2004: Nil). Gains and losses on
forward foreign exchange contracts are recognised directly in the consolidated income statement.
b)
Interest Rate Swaps 
There were no outstanding contracts at 31 December 2005 (2004: Nil). Gains and losses on
interest rate swaps are recognised directly in the consolidated income statement.
c)
Hedge of net Investment in foreign entity
The Group’s Yen-denominated borrowing is designated as a hedge of the net investment in an
associate of the Group, Capital Advisers Co, Ltd. The fair value of the borrowing was JPY1,065m
The foreign exchange loss US879k(2004:US262k gain) on translation of the borrowings to US
dollar at balance sheet date was recognised in reserves in shareholders equity (Note 24).
B-33
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


20
Investments in associates
(a)
Movement of investments in associates
2005
2004
US$’000
US$’000
Capital Advisers Co. Ltd.
At the beginning of year
6,928
6,576
Share of results after tax
570
96
Exchange differences
(913)
256
Investments in associates at end of the year
6,585
6,928
2005
2004
US$’000
US$’000
Uni-Ships and Management Ltd.
At the beginning of year
–
–
Investment in associate
39
–
Share of results after tax
24
–
Investments in associates at end of the year
63
–
6,648
6,928
(b)
Summary of significant associates’ assets, liabilities and results
A summary of Capital Advisers Co. Ltd.’s assets, liabilities and results are as follows:
2005
2004
US$’000
US$’000
Investments in property related projects
13,018
11,755
Cash and cash equivalents
6,240
7,494
Other assets
12,181
6,588
Total assets
31,439
25,837
Amount due to Uni-Asia Finance Corporation
(756)
(4,781)
Other liabilities
(15,956)
(5,562)
Minority interest
(29)
(29)
Shareholders’ equity (of which Company has 44.8% 
interest, 2004: 44.8%)
14,698
15,465
Shareholders’ equity
- Company’s 44.8% interest
6,585
6,928
B-34
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


20
Investments in associates (Continued)
For the
For the
year ended
year ended
31 December
31 December
2005
2004
US$’000
US$’000
Results to 31 December 2005, translated at an average rate 
of JPY110.85 (2004: JPY114.00) to US$1:
Revenue
11,382
4,539
Staff costs
(2,354)
(1,974)
Interest expense
(201)
(210)
Other expenses
(6,314)
(1,815)
Profit before tax
2,513
540
Taxation
(1,241)
(325)
Profit after tax
1,272
215
Profit before tax - Company’s interest
1,126
242
Taxation - Company’s interest
(556)
(146)
Profit after tax - Company’s interest (of which Company 
has 44.8% interest, 2004: 44.8%)
570
96
A summary of Uni Ships and Management Limited’s assets, liabilities and results are as follows:
2005
2004
US$’000
US$’000
Cash and cash equivalents
231
–
Other assets
10
–
Total assets
241
–
Other liabilities
(32)
–
Shareholders’ equity (of which Company has 30% interest) 
209
–
Shareholders’ equity
- Company’s 30% interest
63
–
B-35
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


20
Investments in associates (Continued)
For the
For the
year ended
year ended
31 December
31 December
2005
2004
US$’000
US$’000
Revenue
229
–
Other expenses
(131)
–
Profit before tax
98
–
Taxation
(17)
–
Profit after tax
81
–
Profit before tax - Company’s interest
29
–
Taxation - Company’s interest
(5)
–
- Profit after tax - Company’s interest (of which Company has  30%)
24
–
(c)
Details of associates
As at 31 December 2005, details of the associates, all of which are unlisted, were as follows:
Country/place
Issued and
Attributable
Principal activities
and date of
fully paid up
equity
and place of
Name
incorporation
share capital
interest
operation
Indirectly held:
Capital Advisers 
Japan
JPY892,500,000
44.8%
Japanese property 
Co. Ltd.
24 February 2000
common shares
investment and 
management 
Japan
Directly held:
Uni-Ships and
Hong Kong
HK$1,000,000
30%
Hong Kong Project 
Management 
25 January 2005
common shares
management for
Ltd.
vessels
B-36
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


20
Investments in associates (Continued)
(d)
Amounts due from associates
The amounts due from associates constituted the principal balance and interest accrued on an
unsecured revolving short term loan facility of US756kequivalenttoJPY89m(2004:US4,754k
equivalent to JPY489m). The interest rate was revised to 1.375% per annum. Interest charged on
amounts due from associates for the year was US60k(2004:US101k).
(e)
Amounts due to associates
The amounts due to associate are unsecured, interest free and with no fixed repayment terms.
21
Accounts receivable
In general, the Group grants a credit period of 7 to 60 days to its customers. The aging analysis of
the accounts receivable is as follows:
2005
2004
US$’000
US$’000
30  days or less
464
77
Over 90 days
1
16
465
93
22
Cash and bank balances
2005
2004
US$’000
US$’000
Cash at bank and in hand
5,565
1,942
Short term bank deposits
21,979
22,058
Cash and cash equivalents
27,544
24,000
The effective interest rate on short term bank deposits was 0.2% (2004: 1.15%) and these deposits
have an average maturity of 35 days.
B-37
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


23
Share capital
2005
2004
US$’000
US$’000
Authorized:
60,000,000 shares of US1each60,00060,000Issuedandfullypaid:28,000,000sharesofUS1 each
28,000
28,000
24
Reserves
Share
Retained
Exchange
Note
capital
earnings
difference
Total
US$’000
US$’000
US$’000
US$’000
Balance at 1st January 2005
28,000
12,517
–
40,517
Net investment hedge
–
–
(879)
(879)
Currency translation 
difference
–
–
879
879
Profit for the year and total 
recognized income for 2005
–
9,439
–
9,439
Balance at 31st December 
2005
28,000
21,956
–
49,956
Balance at 1st January 2004
28,000
5,982
–
33,982
Net investment hedge
–
–
262
262
Currency translation difference
–
–
(262)
(262)
Profit for the year and total 
recognized income for 2004
–
7,935
–
7,935
Dividend
13
–
(1,400)
–
(1,400)
Balance at 31st December
2004
28,000
12,517
–
40,517
B-38
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


25
Accounts payable
The aging analysis of the accounts payable is as follows:
2005
2004
US$’000
US$’000
30 days or less
226
2,246
Between 31-60 days
–
3
Between 61-90 days
1
–
Over 90 days
–
18
227
2,267
26
Borrowings
2005
2004
US$’000
US$’000
Term borrowings matured within one year
–
1,053
Revolving secured loan due within one year
9,041
11,473
9,041
12,526
Included in borrowings is a secured loan of JPY1.065 billion (approximately US9,041k)collateralizedbyacashdepositofUS10,082k with the same financial institution (2004: a loan of
JPY1.18 billion, (approximately US11,473k)collateralizedbyUS12,614k).
Fair value of borrowings approximate the carrying amounts due to their being floating rate
instruments and no changes to the Group’s credit risk.
2005
2004
Weighted average effective interest rates:
Bank borrowing - JPY
0.34%
0.34%
Bank borrowing - US$
2.97%
2.84%
Cash deposit
0.20%
1.15%
B-39
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


26
Borrowings (Continued)
The borrowings of the Group are at floating JPY LIBOR rates:
2005
2004
US$’000
US$’000
Term borrowings matured within one year
–
1,053
Revolving secured loan due within one year
9,041
11,473
Total borrowings
9,041
12,526
27
Subsidiary companies
(a)
Details of principal investments in subsidiaries
Details of the principal subsidiaries within the Group at the date of this report are as follows:
Country/place
Issued and
Attributable
Principal activities
and date of
fully paid up
equity
and place
Name
incorporation
share capital
interest
of operation
Directly held:
Uni-Asia Capital 
Singapore
US$1,000,000
100%
Ship chartering
(Singapore) 
7 August 1997
arrangement
Limited
Off-Shore 
British Virgin Islands
US$1
100%
Holding and 
Property 
23 April 1998
investment company
Investment 
BVI
Corporation
Uni-Asia 
Hong Kong
HKD20
100%
Inactive
Services and 
27 June 1997
Hong Kong
Agency Limited
Indirectly held:
Uni-Asia Finance 
Japan
JPY 10,000,000
100%
Corporate finance 
Corporation 
9 November 1998
services Japan
(Japan)
(b)
Amounts due from subsidiaries
The amounts due from subsidiaries are unsecured, at an interest rate of 2% per annum.
B-40
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


27
Subsidiary companies (Continued)
(c)
Amounts due to subsidiaries
The amounts due to subsidiaries are unsecured, interest free and with no fixed repayment terms.
28
Cash generated from operations
(a)
Reconciliation of profit before taxation to cash generated from operations 
2005
2004
US$’000
US$’000
Profit before taxation
9,918
8,114
Adjustments for:
Depreciation
106
77
Interest income
(940)
(339)
Interest expenses
42
46
Results of associates
(594)
(96)
Interest from loans to associate
(60)
(86)
Net foreign exchange loss
452
20
Increase in rental and utility deposits paid
(207)
(33)
(Increase)/decrease in accounts receivable
(165)
552
Increase in prepaid expenses
(19)
(38)
(Decrease)/increase  in accounts payable
(2,038)
1,924
Increase in accrued expenses
240
1,281
Increase in amount due to associates
11
–
Decrease in deferred income
(2)
–
Recovery on loans and interest receivable
–
(250)
Investment returns
(5,011)
(6,682)
Income from defaulted loans
–
(1,862)
Cash generated from operations
1,733
2,628
(b)
Major non-cash transactions
During the year ended 31 December 2005, the share of taxation of associate amounted to
US$561k (2004: US$146k).
B-41
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


29
Financial risk management 
(a)
Financial risk factors 
The Group holds monetary assets and liabilities, transacts in foreign exchange transactions with
third parties and has mismatched Yen denominated assets and liabilities. All these operations give
rise to risk exposures.
Financial instruments traded or held include cash and cash equivalents, investments, loans and
receivables and borrowings.
Forward rate agreements are used to manage the Group’s own exposures to foreign exchange risk
as part of its asset and liability management process. The principal derivative instruments used by
the Group are foreign exchange rate related contracts. Most of the Group’s derivative positions
have been entered into to hedge investments in subsidiaries.
(i)
Market risk
Market risk is the risk that the value of a financial instrument will fluctuate as a result of changes in
market prices, whether those changes are caused by factors specific to the individual financial
instrument or by factors affecting all financial instruments traded in or indexed to a market. The
Group is exposed to market risk on financial instruments that are valued at market prices and
primarily consist of investments, loans, property development projects and marketable securities.
(ii)
Foreign exchange risk
The Group has certain investments in Japan, whose net assets are exposed to foreign currency
translation risk. Currency exposure arising from the net assets of the Group’s foreign operations is
managed primarily through borrowings denominated in the relevant foreign currencies.
(iii)
Interest rate risk
Interest rate risk is the risk that the value of a financial instrument will fluctuate as a result of
changes in market interest rates and the cash flow risks associated with the variability of cash
flows from floating rate financial instruments. The Group is exposed to interest rate risk primarily
from interest rate re-pricing differences between customers’ loans, borrowings, cash and cash
equivalents and shareholders’ capital.
(iv) 
Credit risk
Credit risk is the risk of loss resulting from the failure of counterparties to meet the terms of their
obligations. The Group is exposed to credit risk through loans and investments, and through
counterparty default risk on transactions, including foreign exchange transactions in the process of
settlement.
B-42
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


29
Financial Risk Management (Continued)
(v) 
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities,
the availability of funding through an adequate amount of committed credit facilities and the ability
to close out market positions.
(b)
Risk management
The Group’s principal risks are market risk, credit risk and foreign exchange risk. The directors
consider the interest rate risk and liquidity risk of the Group to be immaterial.
Market risk and credit risk
The Group seeks to minimise these risks by performing detailed reviews of loan counterparties or
asset issuers prior to purchase approval, and by either selling on participated loans to other parties
or entering into offsetting loans payable when the directors wish to preserve the Group’s liquidity.
The Group seeks to minimize adverse movements in market price of financial instruments by
extensive due diligence procedures to ensure acquisition at prices below their perceived fair value.
Foreign exchange and interest rate risk
The directors review their currency exposures and enter into foreign currency forward contracts
when considered necessary to hedge against adverse currency movements.
The Group uses the following derivative instruments for both hedging purposes:
Forward rate agreements are individually negotiated interest rate futures that call for a cash
settlement at a future date for the difference between a contracted rate of interest and the current
market rate, based on a notional principal amount.
Currency and interest rate swaps are commitments to exchange one set of cash flows for another.
Swaps result in an economic exchange of currencies or interest rates (for example, fixed rate for
floating rate) or a combination of all these (i.e. cross-currency interest rate swaps). No exchange of
principal takes place, except for certain currency swaps. The Group’s credit risk represents the
potential cost to replace the swap contracts if counterparties fail to perform their obligation. This
risk is monitored on an ongoing basis with reference to the current fair value, a proportion of the
notional amount of the contracts and the liquidity of the market. To control the level of credit risk
taken, the Group assesses counterparties using the same techniques as for its lending activities.
Liquidity risk 
The Group will maintain sufficient cash and marketable securities, the availability of funding
through an adequate amount of committed credit facilities and the ability to close out market
positions.
B-43
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


29
Financial Risk Management (Continued)
(c)
Fair value estimation 
The fair value of financial instruments traded in active is based on quoted market prices at the
balance sheet date. The quoted market price used for financial assets held by the Group is the
current bid price.
The fair value of financial instruments that are not traded in an active market (for example, over-
the-counter derivatives) is determined by using valuation techniques. The Group uses a variety of
methods and makes assumptions that are based on market conditions existing at each balance
sheet date. Quoted market prices or dealer quotes for similar instruments are used for long-term
debt. Other techniques, such as estimated discounted cash flows, are used to determine fair value
for the remaining financial instruments. The fair value of interest rate swaps is calculated as the
present value of the estimated future cash flows. The fair value of forward foreign exchange
contracts is determined using quoted forward exchange rates at the balance sheet date.
The nominal value less impairment provision of trade receivables and payables are assumed to
approximate their fair values.
30
Commitments
(a)
Capital commitments
Capital expenditure contracted for at the balance sheet date but not yet incurred are as follows:
2005
2004
US$’000
US$’000
Motor vehicle
–
81
Leasehold Improvement
515
–
(b)
Lease commitments
Commitments, under non-cancellable operating leases with a term of more than one year, fall due:
2005
2004
US$’000
US$’000
Within one year
1,096
643
Later than one year and not later than five years
1,156
399
2,252
1,042
B-44
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


30
Commitments (Continued)
(c)
Investment commitments
2005
2004
US$’000
US$’000
Un-drawn investment commitments at 31st December
–
12,484
Investment for Harmonic Shipping
4
–
Shareholder Loans
1,283
–
The Company committed to purchase 38% of the share capital of Harmonic Shipping whose
principal activity is the owning of ships.
Shareholder loans represent the outstanding balance of maximum commitment to Fortitude
Containership S.A., Union Containership S.A. and Falcon Containership S.A. as contained in the
shareholders loan agreement dated 15 August 2005.
31
Related party transactions
Related parties include investments, associates and property development projects held for sale
where the Group holds a beneficial interest in, and is also contracted as a service provider to
manage or administer such investment, company, entity or property.
Related party transactions are carried out under normal commercial terms and conditions and
generate fee income as disclosed in Note 5, investment returns as disclosed in Note 6, directors’
remunerations and other allowances as disclosed in Note 15, investments in associates and
amounts due from associates as disclosed in Note 20.
Related party balances comprise the unlisted performance notes as disclosed in Note 18.
The following transactions were carried out with related parties:
2005
2004
US$’000
US$’000
Agency, arrangement, administration and incentive fees from 
shipping finance, investment and management (Note (a))
2,387
2,210
Agency, advisory, administration and incentive fees from 
distressed loans (Note (b))
700
303
Administration service fee (Note (c))
51
–
Arrangment fee from shipping investment management  (Note (d))
1,982
–
Return on performance notes – shipping business (Note (e)) 
2,491
2,589
Return on performance notes – distressed debt (Note (e)) 
318
103
Gain on sales of investment (Note (f))
248
709
B-45
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


31
Related party transactions (Continued)
2005
2004
US$’000
US$’000
Amount due to associates (Note (g))
11
–
Amount due from associates (Note (h))
756
4,781
Notes:
(a)
The Group is entitled to receive from Searex Asset Management Limited, an investment of the
Group, the following fees:
(i)
a minimum administration fee of US$5,000 per month for each shipping asset owned by
Searex Asset Management Limited, including the vessels being acquired which are subject
of a memorandum of agreement, payable quarterly in advance.
(ii)
a brokerage fee of approximately 0.75% to 1.25% on the sum of the daily charter hire of a
vessel.
(iii)
an incentive fee of approximately 10% of the sum of the net proceeds, accumulated cash
balance and liabilities outstanding from the disposal of certain vessels.
(iv)
a loan arrangement fee of approximately 1% of the purchase price of a vessel.
(b)
The Group is entitled to receive from AAA Strategic Investment Limited, an investment of the
Group, the following fees:
(i)
an administration fee of US75kperannumforperformancenotesseries1payablesemi−annuallyinadvanceandanadministrationfeeforperformancenotesseries2payablesemi−annuallyinadvanceintheamountofUS50k for the full or partial issuance of performance
notes each of the first three US5millionamountsuptoamaximumofUS150k.
(ii)
an agency fee of US25kperannumforperformancenotesseries1payablesemi−annuallyinadvance,andanagencyfeeforperformancenotesseries2,payablesemi−annuallyinadvance,intheamountofUS50k per annum for the full or partial issuance of each of the
first three US$5 million tranches of performance notes.
(iii)
an incentive fee, calculated on an asset by asset basis, in addition to the administration fee.
The initial incentive fee is calculated as 20% of the cumulative cash recovered from each
asset in excess of 110% of that asset’s initial cost.
The subsequent incentive fee is
calculated as twenty percent of additional cash recovered from each asset in excess of that
asset’s additional cost. The incentive fee is calculated and paid semi-annually.
B-46
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


31
Related party transactions (Continued)
(c)
The Group is entitled to receive from Uni Ships and Management Limited (USML), an associated
company of the Group, a monthly administration service fee of US$6,335 in respect to the
administration, accounting and financial matters of USML.
(d)
The Group is entitled to receive from Fortitude Containership SA, Falcon Containership SA and
Union Containership SA, investments of the Group, the following fees:
(i)
project arrangement fee being 1% of the contract price of the vessel.
(ii)
finance arrangement fee being 1% of the contract price of the vessel.
(iii)
administration fee of US7,000/month.(e)Performancenotesareredeemedsemi−annually,inwholeorinpart,calculatedbasedonnetcashrecoveredfromtheunderlyingassets.Performancenoteredemptionsaredeterminedbasedonthetotaloriginalcostofrecoveredassetslessthedeductionoffeesandotherexpensesincurredinrecoveryofsuchassets.Recoveryamountsfromassetsinexcessofthatrequiredforperformancenoterepaymentsarepaidoutasinterestonthoseperformancenotes.(f)InJune2005,theCompanydisposedofitsequityinterestinGladeMateInvestments,toarelatedparty,SearexAssetManagementLimited.(g)Theamountsduetoassociateareunsecured,interestfreeandhavenofixedrepaymentterms.(h)TheamountsduefromassociatesconstitutedloanstoCapitalAdvisersCo.Ltd.TheprincipalbalanceandinterestaccruedonanunsecuredrevolvingshorttermloanfacilityofUS756k equivalent to JPY89 million (2004: US$4,791k equivalent to JPY489 million). The interest
rate was revised to 1.375% per annum since May 2004  Interest charged on amounts due from
Capital Advisers Co. Ltd during the year was US$60k (2004: US101k).32DepositspledgedascollateralAsat31stDecember2005,theGrouphadUS10,082k (2004: US$12,614k) of deposits pledged
as collateral against Japanese Yen denominated revolving bank loan facilities.
33
Post balance sheet events
On 8 March 2006, Uni-Asia purchased 38% of share capital of Harmonic Shipping whose principal
activity is the owning of ships.
34 
Approval of the consolidated financial statements
The consolidated financial statements were approved by the board of directors on 16th June 2006.
B-47
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2006
The consolidated financial statements for the year ended 31 December 2006 and the auditors’ report on
the consolidated financial statements for the year ended 31 December 2006 were not prepared for
purposes of inclusion in the Prospectus and, save for references to page numbers which have been
altered to conform to the pagination of the Prospectus, have been reproduced and are set out on pages
C-6 to C-51 and page C-5, respectively.
C-1
APPENDIX C


DIRECTORS’ REPORT TO THE SHAREHOLDERS 
OF UNI-ASIA FINANCE CORPORATION
The directors submit their report together with the audited consolidated financial statements of Uni-Asia
Finance Corporation (the “Company”) and its subsidiaries (together the “Group”) for the year ended 31st
December 2006.
General Information 
The principal activities of the Group are finance arrangement and investment management. The Group
acted in the capacities of principal investor, finance arranger and fund administrator for various classes of
alternative investments in ships, distressed assets and real estate. The main sources of income for the
Group include fee income, investment returns, interest income and other income generated from the four
departments/units listed below.
–
Structured Finance department focuses on finance arrangement in the shipping sector in Asia. The
Group acts as the arranger, packager, charter broker and agent and participates in syndicated
commercial loans and tax oriented leases.
–
Asset Finance department focuses on investment and management of ships including the
acquisition and disposal of ships and the investment management of assets held by the Group and
on behalf of third parties.
–
Distressed Assets Investment department focuses on investment and management activities in
Asia including the acquisition and disposal of distressed Asian assets and the investment
management of assets held by the Group and on behalf of third parties.
–
Real estate activities are conducted through our 44.8% owned associated company engaged in the
investment and management of real estate projects in Japan including the arrangement of
investment and co-investment in the development and trading of Japanese hotels, commercial and
residential properties and the investment management of the properties held by the Group and on
behalf of third parties.
The Group is also seeking investment opportunities in new areas, projects or business where it will be
able to capitalize on its finance packaging and investment expertise in ships and real estate.
Operating and Financial Review
1.
Structured Finance
Structured finance activities are conducted mainly out of the Hong Kong and Tokyo offices. During
the year, the Group arranged syndicated transactions totalling US$460m (2005: US930m).ThestructuredfinancedepartmentgeneratedarrangementandbrokeragefeeincomeofUS5,707k (2005: US6,842k)andagencyfeesofUS258k (2005: US$289k).
The directors are of the view that the business of finance arrangement will remain competitive and
the Group will continue to focus on providing enhanced value added services to our clients.
C-2
APPENDIX C – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006


Operating and Financial Review (Continued)
2.
Asset Finance
The asset finance department is engaged in shipping investment management for the Group and
for third parties. In December 2003, the Group ventured into shipping investment and acted as the
investor and administrator of two investment facilities held under Searex Asset Management
Limited. As at December 2006, the Group participated in the fund by way of subscribing to a
29.39% and 28.26% interest in the outstanding performance notes. In 2006, the Group also
invested 46% in Sunrise Shipping S.A and 40.4% in Harmonic Shipping S.A.
Through shipping investment management, debt arrangement and fund administration, the
department recorded total income of US$11,013k (2005: US8,997k).Adetailedbreakdownofthemajorincomeisasfollows:US1,289k as arrangement and project management fees (2005:
US1,785k),US63k as agency fee (2005: US65k),US1,939k as fund management fee (2005:
US2,552k)andUS7,403k as investment return (2005: US4,500k).Asat31stDecember2006,thetotaloutstandinginvestmentintheships/shippingfundwasUS18m (2005: US13.4m).Thedirectorsareoftheviewthattheshippingmarketwouldremainopportunistic.TheGroupisexpectedtolaunchanewshippingfundinSingaporeintheneartermandtolaunchnewshippingjointventurestogrowthesizeofthefundsundermanagement.3.DistressedAssetsInvestmentThedistressedassetsinvestmentdepartmentcarriesouttheacquisitionanddispositionofnon−performingloans(NPLs)fortheGroupandforthemanagedfunds.AAAStrategicInvestmentLimited(AAA)isaco−investmentfundadministratedbytheGroupinparticipationwithaJapanesefinancialinstitution.ContributionfromAAAtotheGroupamountedtoUS1,177k in 2006 (2005: US1,019k).Asat31stDecember2006,thenominalvalueofthenotesissuedbyAAAwasUS2,674k (2005: US$5,294k) of which the Group’s participation reached
US$891k (2005: US$1,746k).
The directors are of the view that investing into NPLs has become less attractive. As a result, the
Group has extended from investment in NPLs to distressed and/or real estate projects. The Group
is currently conducting investment and due diligence on real estate investments in Asia; in
particular, China.
C-3
APPENDIX C – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006


Operating and Financial Review (Continued)
4.
Real Estate Investment Management in Japan
The Group’s property investment in Japan is conducted through Capital Advisers Co., Limited (CA),
an associated company in which the Group maintains an equity interest of 44.8%. As at 31st
December 2006, the Group’s outstanding investment in CA totaled US$8,397k (2005: US6,585k).NetContributionfromCAtotheGroupin2006wasUS1,918k (2005: US$570k).
CA focuses on investment in residential projects and limited service hotels through the
arrangement of new property funds or existing property funds advised, administrated and managed
by the company. The company would take minority equity participations in the projects. As at 31st
December 2006, CA had invested JPY1,324m (2005: JPY1,534m) directly or indirectly in Japanese
properties along with property of sales of generating JPY3,419m (2005: JPY1,262m) in total
income during the year. Profit before taxation was JPY970m (2005: JPY279m).
In 2006, the property funds under CA’s management reached JPY58.4 billion with an increase of
JPY14.7 billion from the previous year.
The directors are of view that the Japan real estate market will continue to improve. CA will
continue to expand its real estate fund business and the hotel operation business in 2007.
The Group reported a net profit before tax of US$11,831k (2005: US9,918k)afterfactoringintotalexpensesofUS9,485k (2005: US$8,901k).
On behalf of the board
Kazuhiko Yoshida
Managing Director, Chief Executive Officer
Hong Kong, 27 June 2007
C-4
APPENDIX C – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006


AUDITORS’ REPORT TO THE SHAREHOLDERS OF
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
We have audited the accompanying consolidated financial statements of Uni-Asia Finance Corporation
(the “Company”) and its subsidiaries (together, the “Group”) which comprise the consolidated balance
sheet as of 31 December 2006 and the consolidated income statement, consolidated statement of
changes in shareholders’ equity and consolidated cash flow statement for the year then ended and a
summary of significant accounting policies and other explanatory notes.
Directors’ responsibility for the financial statements 
Directors are responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with International Financial Reporting Standards. This responsibility includes:
designing, implementing and maintaining internal control relevant to the preparation and fair presentation
of financial statements that are free from material misstatement, whether due to fraud or error; selecting
and applying appropriate accounting policies; and making accounting estimates that are reasonable in the
circumstances.
Auditor’s responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with International Standards on Auditing. Those standards require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the 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 entity’s 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 financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit.
Opinion
In our opinion, the accompanying consolidated financial statements give a true and fair view of the
financial position of the Group as of 31 December 2006, and of its financial performance and its cash
flows for the year then ended in accordance with International Financial Reporting Standards.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, 27 June 2007
(Partner-in-charge: Colin Shaftesley)
C-5
APPENDIX C – AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2006
Note
2006
2005
US$’000
US$’000
ASSETS
Non-current assets
Property, plant and equipment 
15
652
147
Loans receivable
16
2,500
50
Investments
17
19,249
15,437
Investments in associates
19(a)
8,472
6,648
Loan amounts due from associates
29(i)
–
756
Deposit  for purchase of vessel
3,944
–
34,817
23,038
Current assets
Loans receivable
16
3,050
100
Rental and utility deposits paid
375
433
Deposits pledged as collateral 
30
5,053
10,082
Accounts receivable
20
1,491
465
Derivative financial instruments
18
163
–
Prepaid expenses
235
267
Interest receivable
74
20
Amount due from associates
29(j)
4
–
Cash and bank balances
21
22,205
27,544
Tax receivable
105
–
32,755
38,911
Total assets
67,572
61,949
The notes on pages C12 to C51 are an integral part of these consolidated financial statements.
C-6
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED BALANCE SHEET (Continued)
AS AT 31 DECEMBER 2006
Note
2006
2005
US$’000
US$’000
EQUITY
Capital and reserves attributable to equity holders 
of the company
Share capital
22
28,000
28,000
Other reserves
(223)
–
Retained earnings
31,989
21,956
Total equity
59,766
49,956
LIABILITIES
Non-current Liabilities
Deferred tax liabilities
11(b)
636
264
636
264
Current Liabilities
Amount due to associate
29(j)
1
11
Borrowings
24
4,222
9,041
Accounts payable
23
278
227
Derivative financial instruments
18
144
–
Accrued expenses
2,462
2,023
Tax payable
63
427
Total current liabilities 
7,170
11,729
Total equity and liabilities 
67,572
61,949
Approved by board of directors on 27 June 2007
and signed on its behalf by:
Director
Director 
The notes on pages C12 to C51 are an integral part of these consolidated financial statements.
C-7
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2006
Note
2006
2005
US$’000
US$’000
Fee income
5
9,922
12,234
Investment returns
6
7,983
5,011
Interest income
7
1,543
936
Other income
22
86
Total income
19,470
18,267
Employee benefits expense
10
(6,084)
(5,481)
Depreciation expense
15
(278)
(106)
Other expenses
8
(3,107)
(3,316)
(Loss)/ gain on disposal of fixed assets
(16)
2
(9,485)
(8,901) 
Operating profit 
9,985
9,366
Finance costs - interest expense
7
(83)
(42)
Share of profit of associates after tax
9
1,929
594
Profit before income tax 
11,831
9,918
Income tax expense
11
(398)
(479)
Profit for the year
11,433
9,439
Earnings per share ($US per share) for profit attributable to 
the equity holders of the company during the year
- basic and diluted
13
US0.408US0.337
The notes on pages C12 to C51 are an integral part of these consolidated financial statements.
C-8
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2006
Share
Retained
Other
Note
capital
earnings
reserve
Reserve
Total
US$’000
US$’000
US$’000
US$’000
US$’000
Balance at 1 January 2006
28,000
21,956
–
–
49,956
Net investment hedge
–
–
–
(61)
(61)
Currency translation difference
–
–
–
61
61
Profit for the year 
–
11,433
–
–
11,433
IPO expense 
–
–
(223)
–
(223)
Dividend paid
12
–
(1,400)
–
–
(1,400)
Balance at 31 December 2006
28,000
31,989
(223)
–
59,766
Balance at 1 January 2005
28,000
12,517
–
–
40,517
Net investment hedge
–
–
–
(879)
(879)
Currency translation difference
–
–
–
879
879
Profit for the year 
–
9,439
–
–
9,439 
Balance at 31 December 2005
28,000
21,956
–
–
49,956
Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from
the proceeds of the IPO. Since the IPO process is still underway at 31 December 2006, the related
incremental costs are shown as a direct balance under other reserve.
The notes on pages C12 to C51 are an integral part of these consolidated financial statements.
C-9
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2006
Note
2006
2005
US$’000
US$’000
Cash flows from operating activities
Cash generated from Group’s operations
26(a)
444
1,733
Interest received on bank balances
1,197
927
Income tax paid
(495)
(1)
Net cash generated from operating activities
1,146
2,659
Cash flows from investing activities
Cash flows from investments:
Purchase of investments
(4,340)
(9,825)
Proceeds from sales of investments
3,830
2,911
Dividend received from investments
–
2
Cash flows from associates:
Repayment of principal and interest from loans 
to associate
758
4,085
Cash flows from other investing activities:
Purchase of fixed assets
(838)
(134)
Proceeds from disposal of fixed assets
38
–
Deposit for purchase of vessel
(3,944)
–
Loans advanced
(16,930)
–
Loan repaid 
11,530
1,200
Interest received from syndicated loans
291
48
Decrease in deposits pledged as collateral
5,029
2,533
Proceeds received from interest on performance notes
4,690
4,359
Purchase of foreign exchange contracts 
–
(25,433)
Proceeds from settlement of foreign exchange 
contracts and swaps
–
25,499
Net cash generated from investing activities
114
5,245
The notes on pages C12 to C51 are an integral part of these consolidated financial statements.
C-10
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED CASH FLOW STATEMENT (Continued)
FOR THE YEAR ENDED 31 DECEMBER 2006
Note
2006
2005
US$’000
US$’000
Cash flows from financing activities
Interest paid on borrowings
(82)
(45)
New borrowings
2,220
–
Repayment of borrowings
(7,039)
(3,485)
Dividend paid
(1,400)
(1,400)
IPO expenses 
(223)
–
Net cash used in financing activities
(6,524)
(4,930) 
Net (decrease)/increase in cash and cash equivalents
(5,264)
2,974
Movements in cash and cash equivalents:
Cash and cash equivalents at beginning of year
27,544
24,000
Net (decrease) / increase in cash and cash equivalents
(5,264)
2,974
Effects of exchange rate changes
(75)
570
Cash and cash equivalents at end of the year
21
22,205
27,544
The notes on pages C12 to C51 are an integral part of these consolidated financial statements.
C-11
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
1
General information
The principal activities of Uni-Asia Finance Corporation (the “Company”) and its subsidiaries
(together, the “Group”) are the arrangement of, acting as agent of and participation in syndicated
commercial loans, arrangement, management and co-investment in development and trading of
Japanese property assets and the acquisition, management and disposal of distressed Asian
assets and shipping business.
The Company is an exempted company incorporated in the Cayman Islands on 17 March 1997
with limited liability.
2.
Summary of significant accounting policies 
The principal accounting policies applied in the preparation of these consolidated financial
statements are set out below. These policies have been consistently applied to all the years
presented, unless otherwise stated.
(a)
Basis of preparation
The consolidated financial statements of Uni-Asia Finance Corporation have been prepared
in accordance with International Financial Reporting Standards (IFRS). The consolidated
financial statements have been prepared under the historical cost convention as modified by
the revaluation of financial assets and financial liabilities (including derivative instruments) at
fair value through profit or loss.
The preparation of financial statements in conformity with IFRS requires the use of certain
critical accounting estimates. The areas where assumptions and estimates are significant to
the consolidated financial statements, are disclosed in note 4.
The following new standards, amendments to standards and interpretations are mandatory
for financial year ending 31 December 2006.
Amendment to IAS 39, Amendment to ‘The fair value option’, effective for annual periods
beginning on or after 1 January 2006. This amendment does not have any impact on the
classification and valuation of the Group’s financial instruments which were classified at fair
value through profit or loss prior to 1 January 2006 as the Group was able to comply with the
amended criteria for the designation of financial instruments at fair value through profit or
loss;
Amendment to IAS 21, Amendment ‘Net investment in a foreign operation’, effective for
annual periods beginning on or after 1 January 2006. This amendment is not relevant for the
Group;
The following new standards, amendments to standards and interpretations have been
issued but are not effective for 2006 and have not been early adopted:
IFRIC 8, ‘Scope of IFRS 2’, effective for annual periods beginning on or after 1 May 2006.
Management is currently assessing the impact of IFRIC 8 on the Group’s operations;
C-12
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
2
Summary of significant accounting policies (Continued)
(a)
Basis of preparation (Continued)
IFRIC 9, ‘Reassessment of Embedded Derivatives’, effective for annual periods beginning on
or after 1 June 2006.
Management believes that this interpretation should not have a
significant impact on the reassessment of embedded derivatives as the Group already
assess if embedded derivative should be separated using principles consistent with IFRIC 9;
and
IFRS 7, ‘Financial instruments: Disclosures’, effective for annual periods beginning on or
after 1 January 2007.
IAS 1, ‘Amendments to capital disclosures’, effective for annual
periods beginning on or after 1 January 2007. The Group assessed the impact of IFRS 7
and the amendment to IAS 1 and concluded that the main additional disclosures will be the
sensitivity analysis to market risk and capital disclosures required by the amendment of IAS
1. The Group will apply IFRS 7 and the amendment to IAS 1 from annual periods beginning
1 January 2007.
IFRS 8, ‘Operating Segments’ effective from annual periods beginning on or after 1 January
2009.
Other standards, amendments, and interpretations mandatory for accounting periods
beginning on or after 1 January 2006 are not relevant to the Group’s operation.
(b)
Consolidation 
(i)
Subsidiaries 
Subsidiaries are all entities (including special purpose entities) over which the Group
has the power to govern the financial and operating policies generally accompanying a
shareholding of more than one half of the voting rights. The existence and effect of
potential voting rights that are currently exercisable or convertible are considered
when assessing whether the Group controls another entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are de-
consolidated from the date that control ceases.
The purchase method of accounting is used to account for the acquisition of
subsidiaries by the Group. The cost of an acquisition is measured as the fair value of
the assets given, equity instruments issued and liabilities incurred or assumed at the
date of exchange, plus costs directly attributable to the acquisition. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination
are measured initially at their fair values at the acquisition date, irrespective of the
extent of any minority interest. The excess of the cost of acquisition over the fair value
of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If
the cost of acquisition is less than the fair value of the net assets of the subsidiary
acquired, the difference is recognized directly in the consolidated income statement.
Inter-company transactions, balances and unrealized gains on transactions between
group companies are eliminated. Unrealized losses are also eliminated but considered
an impairment indicator of the asset transferred. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the policies adopted
by the Group.
C-13
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
2
Summary of significant accounting policies (Continued)
(b)
Consolidation (Continued)
(ii)
Associates 
Associates are all entities, over which the Group has significant influence but not
control, generally accompanying a shareholding of between 20% to 50% of the voting
rights. Investments in associates are accounted for using the equity method of
accounting and are initially recognized at cost. The Group’s investments in associates
are detailed in Note 19.
The Group’s share of its associates’ post-acquisition profits or losses is recognized in
the income statement, and its share of post-acquisition movements in reserves is
recognized in reserves. The cumulative post-acquisition movements are adjusted
against the carrying amount of the investment. When the Group’s share of losses in
an associate equals or exceeds its interest in the associates, including any other
unsecured receivables, the Group does not recognize further losses, unless it has
incurred obligations or made payments on behalf of the associate.
Unrealized gains on transactions between the Group and its associates are eliminated
to the extent of the Group’s interest in the associates. Unrealized losses are also
eliminated unless the transaction provides evidence of an impairment of the asset
transferred. Accounting policies of associates have been changed where necessary to
ensure consistency with the policies adopted by the Group.
Investments held by venture capital or similar entities are excluded from the scope of
IAS 28 where those investments are designated, upon initial recognition, as at fair
value through profit or loss and are accounted for in accordance with IAS 39. Certain
investments of the Group have applied this scope exemption with changes in fair value
recognised in profit or loss in the period of change. The directors have determined that
the Group does not carry on its business through these associates.
(c)
Revenue and other income recognition 
Arrangement fees are recognized on delivery and upon completion of the transaction/
service when all obligations associated with the transaction are completed and when the
amount of revenue can be measured reliably.
Agency fees and commissions are recognized when pre-agreed duties and functions of
acting as an agent has been rendered.
Project management fees are recognized on an accrual basis.
Administration / Agency Fee / Incentive fee from distressed Loans are recognized as they
crystallize according to the pre-agreed terms of contract.
Interest Income is recognized on a time-proportion basis using the effective yield basis.
C-14
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
2
Summary of significant accounting policies (Continued) 
(d)
Property, plant and equipment 
Property, plant and equipment is stated at cost less accumulated depreciation.
Leasehold improvements are depreciated over the remaining period of the lease while all
other fixed assets are depreciated at the following rates on a straight-line basis, which is
deemed sufficient to write off their costs to their residual values over their estimated useful
lives: office equipment at 33 1/3% per annum and other fixed assets at 25% per annum.
Gain and losses on disposals are determined by comparing proceeds with carrying amounts
and are included in the consolidated income statement.
(e)
Financial assets 
The Group classifies its financial assets in the following categories: at fair value through
profit or loss and loans and receivables. The classification depends on the purpose for which
the financial assets were acquired.
a)
Financial assets at fair value through profit or loss
This category has two sub-categories: ‘financial assets held for trading’ and those
designated at fair value through profit and loss at inception. A financial asset is
classified in this category if acquired principally for the purpose of selling in the short
term or if so designated by management. Derivatives are also categorised as ‘held for
trading’ unless they are designated as hedges. Assets in this category are classified
as current assets if they are either held for trading or are expected to be realized
within 12 months of the balance sheet date.
b)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. These are included in current
assets, except for maturities greater than 12 months after the balance sheet date.
These are classified as non-current assets. Loans are classified as “Loans
Receivable” in the balance sheet.
Purchases and sales of investments are recognised at trade date - the date on which the
Group commits to sell the asset. Investments are initially recognised at fair value plus
transaction costs for all financial assets not carried at fair value through profit or loss.
Financial assets carried at fair value through profit or loss, are initially recognised at fair
value and transaction costs are expensed in the income statement. On initial recognition the
Group designates financial assets and liabilities at fair value through profit or loss where a
group of financial assets, financial liabilities or both is managed and its performance is
evaluated on a fair value basis in accordance with the Group investment strategy.
C-15
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
2
Summary of significant accounting policies (Continued) 
(e)
Financial assets (Continued) 
Investments are derecognised when the rights to receive cash flows from the investments
have expired or have been transferred and the Group has transferred substantially all the
risks and rewards of ownership. Financial assets at fair value through profit and loss are
subsequently carried at fair value.
Fair values for unquoted securities are estimated by the directors. In determining fair
valuation, the directors make use of market-based information and fair valuation models
such as discounted cash flow models. In many instances the directors also rely on financial
data of investees and on estimates provided by the management of the investee companies
as to the effect of future developments.
Performance notes are investments with income and maturity values which fluctuate based
on the distributions received from underlying assets, which are generally investments in
property development companies, defaulted loans or shipping companies. Fair values of
performance notes or other collective investment schemes are determined by the Group’s
interest in the fair values of each scheme’s underlying assets.
Gains and losses arising from changes in the fair value of all securities are recognized in the
consolidated income statement as they arise.
Although the directors use their best judgement in estimating the fair value of investments,
there are inherent limitations in any estimation techniques. Future confirming events will also
affect the estimates of fair value and the effect of such events on the estimates of fair value,
including the ultimate liquidation of investments, could be material to these consolidated
financial statements.
(f)
Cash and cash equivalents 
Cash and cash equivalents include cash in hand, bank balances and short term bank
deposits with an original maturity of less than three months.
(g)
Borrowings
Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings
are subsequently stated at amortized cost; any difference between the proceeds (net of
transaction costs) and the redemption value is recognized in the income statement over the
period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to
defer settlement of the liability for at least 12 months after the balance sheet date.
C-16
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
2
Summary of significant accounting policies (Continued) 
(h)
Deferred taxation 
Deferred income tax is provided in full, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the
consolidated financial statements. However, the deferred income tax, if it is not accounted
for, arises from initial recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor taxable profit or
loss. Deferred income tax is determined using tax rates (and laws) that have been enacted
or substantially enacted by the balance sheet date and are expected to apply when the
related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred income tax assets are recognized to the extent that it is probable that future taxable
profit will be available against which the temporary differences can be utilized.
Deferred income tax is provided on temporary differences arising on investments in
subsidiaries and associates, except where the timing of the reversal of the temporary
difference is controlled by the Group and it is probable that the temporary difference will not
reverse in the foreseeable future.
(i)
Employee benefits 
Pension obligations
Group companies have various defined contribution pension schemes in accordance with the
local conditions and practices in the countries in which they operate. A defined contribution
plan is a pension plan under which the Group pays fixed contributions into a separate entity
(a fund) and will have no legal or constructive obligations to pay further contributions if the
fund does not hold sufficient assets to pay all employees benefits relating to employee
services in the current and prior periods.
For defined contribution plans, the Company pays contributions to publicly or privately
administered pension insurance plans on a mandatory, contractual or voluntary basis.
Once the contributions have been paid, the Company has no further payment obligations.
The regular contributions constitute net periodic costs for the year in which they are due and
as such are included in staff costs.
Bonus scheme
The Company pays out bonus to employees based on the overall corporate performance, the
department being able to achieve the annual budget and the employee’s performance and
contribution to the Company.
C-17
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
2
Summary of significant accounting policies (Continued) 
(j)
Derivative financial instruments and hedging activities
Derivatives are initially recognised at fair value on the date a derivative contract is entered
into and are subsequently re-measured at their fair value. The method of recognising the
resulting gain or loss depends on whether the derivative is designated a hedging instrument,
and if so, the nature of the item being hedged. The Group designates certain derivatives as
hedges of net investments in foreign operations.
The Group documents at the inception of the transaction the relationship between hedging
instruments and hedged items, as well as its risk management objective and strategy for
undertaking various hedge transactions. The Group also documents its assessment, both at
hedge inception and on an ongoing basis, of whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes in fair values or cash flows of
hedged items.
(a)
Net investment hedge  
The effective portion of changes in the fair value of derivatives that are designated and
qualify as net investment hedge are recognised in equity. The gain or loss relating to
the ineffective portion is recognised immediately in the consolidated income
statement.
Gains and losses accumulated in equity are included in the consolidated income
statement when the foreign operation is disposed of.
(b)
Derivatives that do not qualify for hedge accounting 
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair
value of any derivative instruments that do not qualify for hedge accounting are
recognised immediately in the consolidated income statement.
(k)
Foreign currency translation 
(a)
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are
measured using the currency of the primary economic environment in which the entity
operates (‘the functional currency’). The consolidated financial statements are
presented in United States Dollars, which is the Company’s functional and
presentation currency.
(b) 
Transactions and balances
Foreign currency transactions are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions. Foreign exchange gains
and losses resulting from the settlement of such transactions and from the translation
at year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognized in the income statement, except when deferred in equity as
qualifying cash flow hedges and qualifying net investment hedges.
C-18
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
2
Summary of significant accounting policies (Continued) 
(k)
Foreign currency translation (Continued)
(c) 
Group companies
The results and financial position of all the group entities (none of which has the
currency of a hyperinflationary economy) that have a functional currency different from
the presentation currency are translated into the presentation currency as follows:
Assets and liabilities for each balance sheet presented are translated at the closing
rate at the date of that balance sheet.
Income and expenses for each income statement are translated at average exchange
rates (unless this average is not a reasonable approximation of the cumulative effect
of the rates prevailing on the transaction dates, in which case income and expenses
are translated at the dates of the transactions).
All resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net
investment in foreign operations, and of borrowings and other currency instruments
designated as hedges of such investments, are taken to shareholders’ equity. When a
foreign operation is sold, exchange differences that were recorded in equity are
recognised in the income statement as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are
treated as assets and liabilities of the foreign entity and translated at the closing rate.
(l)
Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by
the lessor are classified as operating leases. Payments made under operating leases (net of
any incentives received form the lessor) are charged to the consolidated income statement
on a straight-line basis over the period of the lease.
(m)
Dividend distributions 
Dividend distributions to the Company’s shareholders are recognised as a liability in the
Group’s financial statements in the period in which dividends are approved.
(n)
Segment reporting 
A business segment is a group of assets and operations engaged in providing products or
services that are subject to risks and returns that are different from those of other business
segments. A geographical segment is engaged in providing products or services within a
particular economic environment that are subject to risks and returns that are different from
those of segments operating in other economic environments.
C-19
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
3
Segment information 
Primary reporting format - business segments 
At 31 December 2006, the Group is organised on a worldwide basis into four main business
segments (departments): (1) structured finance; (2) ship investment/management; (3) distressed
assets investment/management; and (4) property investment/management.
The segment results for the year ended 31 December 2006 are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Income
5,994
11,013
1,177
53
1,233
19,470
Operating profits/ (losses)
3,271
8,463
246
(295)
(1,700)
9,985
Share of profit of associates
–
11
–
1,918
–
1,929
Finance costs – interest expenses
–
(32)
–
(51)
–
(83)
Profit before income tax
3,271
8,442
246
1,572
(1,700)
11,831
Less: income tax expenses  
(29)
(30)
–
(372)
33
(398)
Profit for the year
3,242
8,412
246
1,200
(1,667)
11,433
Other segment items are as follows: 
Capital expenditure
163
307
126
9
233
838
Depreciation 
67
99
38
3
71
278
The segment results for the year ended 31 December 2005 are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Income
7,165
8,997
1,019
186
900
18,267
Operating profits/ (losses)
4,710
6,920
22
(588)
(1,698)
9,366
Share of profit  of associates 
–
24
–
570
–
594
Finance costs – interest expenses
–
–
–
(42)
–
(42)
Profit before income tax
4,710
6,944
22
(60)
(1,698)
9,918
Less: income tax expense
(92)
(92)
–
(295)
–
(479)
Profit for the year
4,618
6,852
22
(355)
(1,698)
9,439
Other segment items are as follows: 
Capital expenditure
26
37
24
2
44
133
Depreciation 
43
22
14
1
26
106
C-20
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
3
Segment information (Continued) 
The segment assets and liabilities as at 31 December 2006 for the year then ended are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Segment assets 
2,086
28,972
2,194
1,227
–
34,479
Investment in Associates
–
75
–
8,397
–
8,472
Unallocated assets 
–
–
–
–
24,621
24,621
Total assets 
2,086
29,047
2,194
9,624
24,621
67,572
Segment liabilities 
852
1,198
95
744
–
2,889
Unallocated liabilities 
–
–
–
–
4,917
4,917
Total liabilities 
852
1,198
95
744
4,917
7,806
The segment assets and liabilities as at 31 December 2005 for the year then ended are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Segment assets 
1,708
14,679
2,332
5,871
–
24,590
Investment in Associates 
–
63
–
6,585
–
6,648
Unallocated assets 
–
–
–
–
30,711
30,711
Total assets 
1,708
14,742
2,332
12,456
30,711
61,949
Segment liabilities 
556
891
63
362
–
1,872
Unallocated liabilities 
–
–
–
–
10,121
10,121
Total liabilities 
556
891
63
362
10,121
11,993
Segment assets consist primarily of property, plant and equipment, receivables and operating cash.
They exclude certain investments and cash and cash equivalents. The unallocated portion
represents mainly cash balances held by the Group which is not distinguishable into any particular
segment.
Segment liabilities comprise operating liabilities and exclude items such as certain corporate
borrowings.
Capital expenditure comprises incurred additions to property, plant and equipment (Note 15).
C-21
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
3
Segment information (Continued) 
Secondary reporting format - geographical segments 
The Group’s four business segments operate in three main geographical areas, even though they
are managed on a worldwide basis.
Global - the global segment represents activities with assets or customers with no fixed location,
which include structured finance and ship investment/ management.
Asia (ex-Japan) - the Asia (ex-Japan) segment represents activities with assets or customers
located in Asia (ex-Japan), which include structured finance, ship investment/management and
distressed assets investment/management.
Japan - the Japan segment represents activities with assets or customers located in Japan, which
include structured finance, ship investment/management and property investment/management.
2006
2005
US$’000
US$’000
Income
Global 
8,896
8,918
Asia (ex-Japan) 
6,823
3,052
Japan 
2,518
5,397
Unallocated 
1,233
900
19,470
18,267
Total assets 
Global 
28,972
14,679
Asia (ex-Japan) 
4,280
4,040
Japan 
1,227
5,871
Unallocated 
24,621
30,711
59,100
55,301
Investments in associates 
8,472
6,648
67,572
61,949
Capital expenditure 
838
133
Income and total assets attributable to business segments are based on the country in which the
customer is located. Income and assets not attributable to business segments are disclosed as
unallocated. There are no sales between the segments. Total assets and capital expenditure are
where the assets are located.
C-22
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
4
Critical accounting estimates
Estimates are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting
estimates will, by definition, seldom equal the related actual results. The estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities are discussed below.
Fair value of derivatives and other financial instruments
The fair value of financial instruments that are not traded in an active market are determined by
using valuation techniques. The Group uses its judgment in selecting methods and makes
assumptions that are based on market conditions existing at each balance sheet date. The Group
has used discounted cash flow analysis or other similar methodologies to value investments which
were not traded in an active market.
5
Fee income
2006
2005
US$’000
US$’000
Corporate finance arrangement, brokerage and agency fees 
7,317
8,138
Project Management fee
–
844
Agency, advisory, administration and incentives fees from 
distressed loans (Note 29)
667
700
Administration and incentive fees from shipping investment management 
1,938
2,552
9,922
12,234
Note:
Contingent assets 
At 31 December 2003, the Company had been contracted to arrange finance for 10 container
ships, for which the Company will collect a US$685k fee in respect of each ship. Completion fees
of US548kpershiptotallingUS5,480k were to be received on delivery and financing of each
ship.
There were totally 6 ships delivered up to end of 2006 which have been included as income for the
year ended 2005 or 2006 and the remaining contingent asset of US$2,192k at 31 December 2006
will be recognised as income in future years when circumstances are no longer contingent.
C-23
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
6
Investment returns
2006
2005
US$’000
US$’000
Realized (losses)/ gains on investments 
(2)
250
Return on performance notes - distressed debt (Note 29)
371
318
Return on performance notes - properties 
1
47
Return on performance notes - shipping business (Note 29)
4,291
2,491
Unrealised / realized gain on foreign exchange contracts 
19
67
Fair value adjustments on performance notes - distressed debt
139
–
Fair value adjustments on performance notes - shipping business
1,214
2,423
Fair value adjustments on performance notes - properties
50
79
Fair value adjustment on unlisted shares - shipping business
1,900
(664)
7,983
5,011
During the year, total fair value adjustments relating to performance notes amounted to US$3,303k
(December 2005: US1,838k).Returnonperformancenotescomprisesinterestincomepaidtonoteholdersduringtheyear.Referfurthertonote2(e)inrespectoftheaccountingpolicyforfairvaluationonperformancenotes.7Interestincomeandexpense20062005US’000
US$’000
Interest income from:
- cash and cash equivalents 
1,233
900
- participation in syndicated loans 
310
36
1,543
936
Interest expense on:
- borrowings 
83
42
83
42
C-24
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
8
Other expenses 
2006
2005
US$’000
US$’000
Rental expenses under operating leases:
- office premises 
752
601
Auditors’ remuneration 
77
105
Traveling and entertainment 
801
863
Net foreign exchange loss
180
453
Professional service fees 
252
351
Miscellaneous expenses 
436
368  
Expense for IPO
609
575
3,107
3,316
9
Results of associates 
The Group’s share of results of associates after taxation is as follows:
2006
2005
US$’000
US$’000
Capital Advisers Co. Ltd.
3,743
1,126
Less: share of tax of Capital Advisers Co. Ltd (Note 19)
(1,825)
(556)
Uni Ship and Management Ltd.
14
29
Less: Share of tax of Uni-Ship and Management Ltd. (Note 19)
(3)
(5)
1,929
594
10
Employee benefit expense 
2006
2005
US$’000
US$’000
Salaries (including director’s remuneration)
5,187
4,817
Pension costs - defined contribution plans 
147
145
Staff residencies, other welfare and allowances 
750
519
6,084
5,481
C-25
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
10
Employee benefits expense (Continued)
The weighed average number of employees is as follows:
2006
2005
US$’000
US$’000
Full time 
30
27
Hong Kong 
24
21
Japan 
3
3
Singapore 
3
3
30
27
11
Income tax expense and deferred taxation 
(a)
Income tax expense 
2006
2005
US$’000
US$’000
Current tax 
26
393
Deferred tax 
372
86
398
479
The tax on the Group’s profit before tax differs from the theoretical amount that would arise
using the weighted average tax rate applicable to the profits of the consolidated companies
as follows:
2006
2005
US$’000
US$’000
Profit before tax 
11,831
9,918
Domestic tax rates applicable to profits in the respective countries 
2,071
1,736
Effect of different tax rates in other countries 
1,173
359
Income not subject to tax 
(2,846)
(1,616)
Tax charge 
398
479
Note:
Income not subject to taxation is only included to the extent that it negates profits at group
tax rate. Further adjustments are not made as the contingent tax asset is not recognised.
C-26
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
11
Income tax expense and deferred taxation (Continued)
(b)
Deferred taxation
Total
US$’000
At 1 January 2005
178
Charged to income statement
86
At 31 December 2005
264
Charged to income statement
372
At 31 December 2006
636
Deferred income tax assets are recognized for tax losses carried forward only to the extent
that the realization of the related tax benefit is probable. The Group has estimated tax
losses of US6,746k(2005:US7,104k) in Hong Kong to carry forward against future
taxable income of those companies, which have not been recognized in these consolidated
financial statements due to uncertainty of their recoverability.
12
Dividends 
The dividends paid in 2006 and 2005 were US1,400kandUS1,400k respectively (US0.05pershare).Adividendinrespectoftheyearended31stDecember2006ofUS0.06 per share
amounting to a total dividend of US$1,680k was approved at the Board of Directors meeting on 24
January 2007. These financial statements do not reflect this dividend payable.
13
Earnings per share 
(a)
Basic
Basic earnings per share is calculated by dividing the profit attributable to equity holders of
the Company by the weighted average number of ordinary shares in issue during the year.
C-27
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
13
Earnings per share (Continued)
(b)
Diluted 
Diluted earnings per share is calculated adjusting the weighted average number of ordinary
shares outstanding to assume conversion of all dilutive ordinary shares during the year. The
Group has one category of potential ordinary shares: share options issued in 2004 by an
associate company. These share options are not considered to have a dilutive effect on
earnings per share.
2006
2005
US$’000
US$’000
Profit attributable to equity holders of the Company 
11,433
9,439
Weighted average number of ordinary shares in issue 
28,000
28,000
Earnings per share (US$ per share) - basic and diluted 
0.408
0.337
14
Emoluments for directors and highest paid individuals
(a)
Directors’ emoluments  
2006
2005
US$’000
US$’000
Fees & basic salaries 
1,364
1,223
Other emoluments:
Housing allowances and other allowances and benefits in kind 
334
275
Discretionary bonuses 
750
750
Contributions to pensions schemes for directors 
3
3
2,451
2,251
There were three independent non-executive directors who were appointed to the Group in
April 2005 and two of them resigned in April 2006.
C-28
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
14
Emoluments for directors and highest paid individuals (Continued)
The emoluments of the directors fell within the following bands.
Number of
Number of
directors
directors
2006
2005
Emoluments bands 
US$ Nil – US$15,000
7
8
US15,001−US 700,000 
–
–
US700,001−US800,000
1
3
US800,001−US900,000
2
–
10
11
(b)
Five highest paid individuals 
The five individuals whose emoluments were the highest in the Group for the year include 3
(2005: 3) directors whose emoluments are reflected in the analysis presented above. The
emoluments payable to the remaining 2 (2005: 2) individuals are as follows:
2006
2005
US$’000
US$’000
Basic salaries, housing allowances and other allowances 
and benefits in kind 
459
446
Bonuses 
550
627
Pension Costs
27
20
1,036
1,093
The emoluments fall within the following bands:
Number of individuals
2006
2005
Emoluments bands 
US$300,000 – US$450,000
1
1
US$450,001 – US$700,000
–
–
US$700,001 – US$750,000
1
1
2
2
(c)
No emoluments were paid in both 2005 and 2006 by the companies comprising the Group to
any of the directors or the five highest paid individuals as an inducement to join or upon
joining the Group or as compensation for loss of office.
C-29
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
15
Property, plant and equipment 
Leasehold
Furniture
improve-
Office
and
Motor
ments
equipment
fixtures
vehicles
Total
US$’000
US$’000
US$’000
US$’000
US$’000
Cost
At 1 January 2006
370
259
53
93
775
Additions
666
55
117
–
838
Disposals 
(53)
(13)
–
(93)
(159)
Exchange translation 
(1)
–
1
–
–
Written off 
(316)
(67)
(38)
–
(421)
At 31 December 2006
666
234
133
–
1,033
Accumulated depreciation
At 1 January 2006
368
187
53
20
628
Charge 
181
57
17
23
278
Disposals 
(53)
(10)
–
(43)
(106)
Exchange translation 
–
(1)
–
–
(1)
Written off
(315)
(65)
(38)
–
(418)
At 31 December 2006
181
168
32
–
381
Net book value 
At 31 December 2006
485
66
101
–
652
Cost
At 1 January 2005
385
321
61
64
831
Additions
2
38
–
93
133
Disposals
–
(2)
–
(64)
(66)
Exchange translation
(8)
(2)
–
–
(10)
Written off
(9)
(96)
(8)
–
(113)
At 31 December 2005
370
259
53
93
775
Accumulated depreciation
At 1 January 2005
356
229
60
63
708
Charge
27
57
1
21
106
Disposals
-
(1)
–
(64)
(65)
Exchange translation
(6)
(2)
–
–
(8)
Written off
(9)
(96)
(8)
–
(113)
At 31 December 2005
368
187
53
20
628
Net book value
At 31 December 2005
2
72
–
73
147
C-30
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
16
Loans receivable
2006
2005
US$’000
US$’000
Participation in loans
Repayable within one year
Interest rate at:
LIBOR plus 1.25% p.a. (2005: LIBOR plus 1.25% p.a.)
50
100
LIBOR plus 2% p.a.(2005: Nil) 
3,000
–
3,050
100
Participation in loans
Repayable between one and two years
Interest rate at:
LIBOR plus 1.25% p.a. (2005: LIBOR plus 1.25% p.a.)
–
50
6% p.a.
2,500
–
2,500
50
Loans receivable
5,550
150
The carrying amount of the loans approximates their fair value.
17
Investments
2006
2005
US$’000
US$’000
Non-Hong Kong
Unlisted shares
191
191
Unlisted shares – shiping business (Note (a) below)
8,288
3,699
Unlisted performance notes – properties investment (Note 29(f))
–
55
Unlisted performance notes – distressed debt (Note 29(f))
1,031
1,746
Unlisted performance notes – shipping (Note 29 (f))
9,739
9,746
19,249
15,437
Note: Investments are designated at fair value through profit or loss.
C-31
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
17
Investments (Continued)
(a)
Within unlisted shares - shipping business are investments totalling US$8,288k (2005:
US$3,699k) in six shipping companies which own and run cargo ships.
Country/place 
Issued and
Dec 2006 
Dec 2005 
and date of
fully paid up
% of
% of 
Principal
Name
incorporation
share capital
holdings
holdings
activities
Niigata Seimitsu
Japan
JPY3,874,300,000
0.14%
0.14%
Manufacturing
Co. Ltd.
17 January 1981
electronic devices
EuroAsia II Inc., 
Panama
US$10,000
15%
15%
Shipping investment
Panama
12 April 2002
and management
EuroAsia III Inc., 
Panama
US$10,000
–
15%
Shipping investment
Panama
12 April 2002
and management
AP Real Estate 
Cayman Islands
US$1,000
5.26%
5.26%
Japanese property
Ltd.
12 April 2000
investment and 
management
RS Property 
Cayman Islands
US$1,000
–
10%
Japanese property
Investment
28 August 2000
investment and
management
Searex Asset 
British Virgin Islands
US$1,000
Series 1 : 
Series 1 : 
Shipping investment
Management 
30 December 2003
29.39%
29.41%
and management
Limited
Series 2:
Series 2:
28.26%
19.57% 
AAA Strategic 
Cayman Islands
US$1,000
Series 1:
Series 1:
Distressed debts
Investment Limited
26 July 2001
20%
20%
investment and
Series 2:
Series 2:
management
33.3%
33.3%
Fortitude 
Panama
US$1,000
38%
38%
Ship owning and
Containership S.A.
26 November 2004
chartering
Union 
Panama
US$1,000
38%
38%
Ship owning and
Containership S.A.
26 November 2004
chartering
Falcon 
Panama
US$1,000
38%
38%
Ship owning and
Containership S.A.
26 November 2004
chartering
Harmonic Shipping 
Panama
US$10,000
40.4%
**
Ship owning and
S.A.
29 April 2005
chartering
Sunrise Shipping 
Panama
US$10,000
46%
–
Ship owning and
S.A.
17 April 2006
chartering
**
As 31 December 2005, the Group had a commitment to purchase 40.4% of the share
capital of Harmonic Shipping S.A.
Please refer to Note 19(f) for those entities which have applied the exemption under IAS 28
and have been fair valued in accordance with IAS 39.
C-32
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
17
Investments (Continued)
Performance notes:
(a)
Distressed debt performance notes are redeemed semi-annually, in whole or in part, based
on net cash recovered from underlying assets funded by the original note’s issuance.
Remaining performance notes are redeemed at their principal amounts on such other date
as may be agreed to by the subscribers of the performance notes.
(b)
Shipping performance notes are redeemed semi-annually, in whole or in part, based on net
cash recovered from the operation or the disposal of underlying assets. There are no
maturity dates for the shipping performance notes invested by the Group.
18
Derivative financial Instruments 
(a)
Forward foreign exchange contracts
There was a JPY 1 billion (US$8.6m) USD forward contract outstanding at 31 December
2006 (2005: Nil).
The transaction was entered alongside a back-to-back arrangement
contract with Harmonic Shipping S.A. for the equivalent amount in Yen upon maturity of that
contract. Unrealised gain or losses on forward foreign exchange contracts are recognised
directly in the consolidated income statement.
(b)
Hedge of net Investment in foreign entity
The Group’s Yen denominated borrowing is designated as a hedge of the net investment in
an associate of the Group, Capital Advisers Co, Ltd. The fair value of the borrowing was
JPY502m (US$4.222m) (2005: JPY1,065m (US9.041m)).TheforeignexchangelossUS61k (2005: US$879k Loss) on translation of the borrowings to US dollar at balance
sheet date was recognised in reserves in shareholders equity.
C-33
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
19
Investments in associates
(a)
Movement of investments in associates
2006
2005
US$’000
US$’000
Capital Advisers Co. Ltd.
At the beginning of year
6,585
6,928
Share of results after tax
1,918
570
Exchange differences
(106)
(913)
8,397
6,585
Uni-Ships and Management Ltd.
At the beginning of year
63
–
Investment in associate
–
39
Share of results after tax
11
24
Exchange differences
1
–
75
63
8,472
6,648
(b)
Summary of significant associates’ assets, liabilities and results
A summary of Capital Advisers Co. Ltd.’s assets, liabilities and results are as follows:
2006
2005
US$’000
US$’000
Investments in property related projects
11,135
13,018
Cash and cash equivalents
10,767
6,240
Other assets
26,861
12,181
Total assets
48,763
31,439
Amount due to Uni-Asia Finance Corporation
(4)
(756)
Other liabilities
(29,973)
(15,956)
Minority interest
(42)
(29)
Shareholders’ equity 
18,744
14,698
Company’s 44.8% interest in shareholders’ equity
8,397
6,585
C-34
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
19
Investments in associates (Continued)
For the
For the
year ended
year ended
31 December
31 December
2006
2005
US$’000
US$’000
Results to 31 December 2006, translated at an average rate 
of JPY116.15 (2005: JPY114.00) to US$1:
Revenue
29,435
11,382
Staff costs
(3,180)
(2,354)
Interest expense
(176)
(201)
Other expenses
(17,724)
(6,314)
Profit before tax
8,355
2,513
Taxation
(4,075)
(1,241)
Profit after tax
4,280
1,272
Profit before tax - Company’s interest
3,743
1,126
Taxation - Company’s interest
(1,825)
(556)
Profit after tax - Company’s interest (of which Company has 44.8% 
interest, 2005: 44.8%)
1,918
570
A summary of Uni Ships and Management Limited’s assets, liabilities and results are as follows:
2006
2005
US$’000
US$’000
Cash and cash equivalents
277
231
Other assets
4
10
Total assets
281
241
Other liabilities
(31)
(32)
Shareholders’ equity 
250
209
Company’s 30% interest shareholders’ equity
75
63
C-35
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
19
Investments in associates (Continued)
For the
For the
year ended
year ended
31 December
31 December
2006
2005
US$’000
US$’000
Revenue
724
229
Other expenses
(676)
(131)
Profit before tax
48
98
Taxation
(8)
(17)
Profit after tax
40
81
Profit before tax - Company’s interest
14
29
Taxation - Company’s interest
(3)
(5)
- Profit after tax - Company’s interest (of which Company has 30%)
11
24
(c)
Details of associates
As at 31 December 2006, details of the associates, both of which are unlisted, were as
follows:
Dec 2006
Dec 2005
Principal
Country/place
Issued and
Attributable
Attributable
activities and
and date of
fully paid up
equity
equity
place of
Name
incorporation
share capital
interest
interest
operation
Indirectly held:
Capital Advisers 
Japan
JPY892,500,000
44.8%
44.8%
Japan Property
Co. Ltd. 
24 February 2000
common 
common
investment and
shares
shares
management
Directly held:
Uni-Ships and 
Hong Kong
HK$1,000,000
30%
30%
Hong Kong
Management 
25 January 2005
common
common
Project
Ltd.
shares
shares
management
for vessels
C-36
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
19
Investments in associates (Continued)
(d)
Loan due from associates
Loan due from associates was fully settled in March 2006 (2005: US$756k equivalent to
JPY89m). Interest charged on loan due from associates for the year was US2k(2005:US60k).
(e)
Amounts due from associates
The amounts due from associate are unsecured, interest free and with no fixed repayment
terms.
(f)
Other associates 
The following investments apply the IAS 28 scope exclusion and are fair valued in
accordance with IAS 39 (see note 2(b)(ii))
Total profit
% 
Country of 
Total
Total
Total
(loss)
interest
Name
incorporation
assets
liabilities
income
after tax
held
US$’000
US$’000
US$’000
US$’000
2006
Fortitude Containership S.A.*
Panama
7,364
(7,528)
14
(442)
38.00%
Union Containership S.A. *
Panama
7,365
(7,530)
14
(452)
38.00%
Falcon Containership S.A.*
Panama
7,362
(7,497)
14
(406)
38.00%
Harmonic Shipping S.A.
Panama
27,018
(26,106)
4,003
265
40.40%
Sunrise Shipping S.A
Panama
23,166
(22,558)
1,152
(205)
46.00%
72,275
(71,219)
5,197
(1,240)
2005
Fortitude Containership S.A.
Panama
7,347
(7,069)
8
(152)
38.00%
Union Containership S.A.
Panama
7,347
(7,060)
8
(151)
38.00%
Falcon Containership S.A.
Panama
7,346
(7,075)
8
(153)
38.00%
22,040
(21,204)
24
(456)
*vessels to be delivered in 2007.
C-37
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
20
Accounts receivable
In general, the Group grants a credit period of 7 to 60 days to its customers. The aging analysis of
the accounts receivable is as follows:
2006
2005
US$’000
US$’000
30 days or less
1,491
464
Over 90 days
–
1
1,491
465
21
Cash and bank balances
2006
2005
US$’000
US$’000
Cash at bank and in hand
6,946
5,565
Short term bank deposits
15,259
21,979
Cash and cash equivalents
22,205
27,544
The effective interest rate on short term bank deposits was 0.36% (2005: 0.2%) and these deposits
have an average maturity below 30 days.
22
Share capital
2006
2005
US$’000
US$’000
Authorized:
60,000,000 shares of US1each60,00060,000Issuedandfullypaid:28,000,000sharesofUS1 each
28,000
28,000
C-38
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
23
Accounts payable
The aging analysis of the accounts payable is as follows:
2006
2005
US$’000
US$’000
30 days or less
278
226
Between 61-90 days
–
1
278
227
24
Borrowings
2006
2005
US$’000
US$’000
Repayable per terms of revolving loan facility 
- Secured 
4,222
9,041
Included in borrowings is a secured loan of JPY502m (approximately US4,222k)collateralizedbyacashdepositofUS5,053k with the same financial institution (2005: a loan totaling JPY9,041k
collateralized by a cash deposit of approximately US$10,082k with the same financial institution).
The fair value of borrowings approximate the carrying amounts.
2006
2005
Weighted average effective interest rates:
Bank borrowing - JPY
0.42%
0.34%
Bank borrowing - US$
5.73%
2.97%
Cash deposit
0.36%
0.20%
The borrowings of the Group are at floating JPY LIBOR rates:
2006
2005
US$’000
US$’000
Revolving secured loan due within one year
4,222
9,041
Total borrowings
4,222
9,041
C-39
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
25
Subsidiary companies
(a)
Details of principal investments in subsidiaries
Details of the principal subsidiaries within the Group at the date of this report are as follows:
Dec 2006
Dec 2005
Principal
Country/place
Issued and
Attributable
Attributable
activities and
and date of
fully paid up
equity
equity
place of
Name
incorporation
share capital
interest
interest
operation
Directly held:
Uni-Asia Capital 
Singapore
US$1,000,000
100%
100%
Ship chartering
(Singapore) 
7 August 1997
arrangement
Limited
Singapore
Off-Shore Property British Virgin Islands
US$1
100%
100%
Holding and
Investment 
23 April 1998
investment 
Corporation
company BVI
Uni-Asia Capital 
Hong Kong
HKD20
100%
100%
Property 
Company Limited
27 June 1997
Investment
Hong Kong
Uni-Asia Fund 
Hong Kong
HKD20
100%
100%
Dormant
Management 
27 June 1997
Hong Kong
Company Limited
Uni-Asia Services 
Hong Kong
HKD20
100%
100%
Dormant
and Agency 
27 June 1997
Hong Kong
Limited
Panmax Tanker 
Panama
*
100%
100%
Shipping Holding
S.A. 
30 October 2006
Panama
Indirectly held:
Uni-Asia Finance 
Japan
JPY 10,000,000
100%
100%
Corporate
Corporation 
9 November 1998
finance services
(Japan)
Japan
* 
The Group has no direct share ownership in the company, but is deemed to have
control and all risks and rewards of Panmax Tanker S.A.
(b)
Amounts due from /to subsidiaries
The amounts due from/ to subsidiaries are unsecured, interest free and with no fixed
repayment terms.
C-40
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
26
Cash generated from operations
(a)
Reconciliation of profit before taxation to cash generated from operations 
2006
2005
US$’000
US$’000
Profit before taxation
11,831
9,918
Adjustments for:
Depreciation
278
106
Interest income
(1,543)
(940)
Interest expenses
83
42
Results of associates
(1,929)
(594)
Interest from loans to associate
(2)
(60)
Net foreign exchange loss
180
452
Decrease/(Increase)in rental and utility deposits paid
60
(207)
(Increase) in accounts receivable
(1,053)
(165)
Decrease/(increase) in prepaid expenses
31
(19)
Increase/(decrease) in accounts payable
51
(2,038)
Increase in accrued expenses
438
240
(Decrease)/increase in amount due to associates
(10)
11
(Increase) in amount due from associates
(4)
–
Loss/(Gain) on disposal of fixed assets
16
(2)
Investment returns
(7,983)
(5,011)
Cash generated from operations
444
1,733
C-41
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
27
Financial risk management 
(a)
Financial risk factors 
The Group holds financial assets and liabilities, transacts in foreign exchange transactions
with third parties and has mismatched Yen denominated assets and liabilities. All these
operations give rise to risk exposures.
Financial instruments traded or held include cash and cash equivalents, investments, loans
and receivables and borrowings.
Forward rate agreements are used to manage the Group’s own exposures to foreign
exchange risk as part of its asset and liability management process. The principal derivative
instruments used by the Group are foreign exchange rate related contracts. Most of the
Group’s derivative positions have been entered into to hedge investments in subsidiaries.
(i)
Market risk
Market risk is the risk that the value of a financial instrument will fluctuate as a result
of changes in market prices, whether those changes are caused by factors specific to
the individual financial instrument or by factors affecting all financial instruments
traded in or indexed to a market. The Group is exposed to market risk on financial
instruments that are valued at market prices and primarily consist of investments,
loans, property development projects and marketable securities.
(ii)
Foreign exchange risk
The Group has certain investments in Japan, whose net assets are exposed to foreign
currency translation risk. Currency exposure arising from the net assets of the Group’s
foreign operations is managed primarily through borrowings denominated in the
relevant foreign currencies.
C-42
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
27
Financial risk management (Continued)
The table below summarizes the Group’s exposure to currency risk. (Amounts shown are in US$
‘000 equivalent)
As at 31 December 2006
Yen
US$
Other
Total
ASSETS
Non-current assets
Property, plant and equipment
7
557
88
652
Loans receivable
–
2,500
–
2,500
Investments
191
19,058
–
19,249
Investments in associates
8,397
75
–
8,472
Deposit for purchase of vessel
3,944
–
–
3,944
12,539
22,190
88
34,817
Current assets
Loans receivable
–
3,050
–
3,050
Deposit pledged as collateral
–
5,053
–
5,053
Cash and bank balances
1,099
21,061
45
22,205
Other current assets
189
1,864
394
2,447
1,288
31,028
439
32,755
13,827
53,218
527
67,572
LIABILITIES
Non-current liabilities
Deferred tax liabilities
–
636
–
636
–
636
–
636
Current liabilities
Borrowings
4,222
–
–
4,222
Other current liabilities
73
1,964
911
2,948
4,295
1,964
911
7,170
C-43
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
27
Financial risk management (Continued)
As at 31 December 2006
Yen
US$
Other
Total
ASSETS
Non-current assets
Property, plant and equipment
1
144
2
147
Loans receivable
–
50
–
50
Investments
246
15,191
–
15,437
Investments in associates
6,585
63
–
6,648
Loan amounts due from associate
756
–
–
756
7,588
15,448
2
23,038
Current assets
Loans receivable
–
100
–
100
Deposit pledged as collateral
–
10,082
–
10,082
Cash and bank balances
5,306
21,884
354
27,544
Other current assets
8
662
515
1,185
5,314
32,728
869
38,911
12,902
48,176
871
61,949
LIABILITIES
Non-current liabilities
Deferred tax liabilities
–
264
–
264
–
264
–
264
Current liabilities
Borrowings
9,041
–
–
9,041
Other current liabilities
286
1,412
990
2,688
9,327
1,412
990
11,729
(iii)
Interest rate risk
Interest rate risk is the risk that the value of a financial instrument will fluctuate as a
result of changes in market interest rates and the cash flow risks associated with the
variability of cash flows from floating rate financial instruments. The Group is exposed
to interest rate risk primarily from interest rate re-pricing differences between
customers’ loans, borrowings, cash and cash equivalents and shareholders’ capital.
C-44
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
27
Financial risk management (Continued)
(iv) 
Credit risk
Credit risk is the risk of loss resulting from the failure of counterparties to meet the
terms of their obligations. The Group is exposed to credit risk through loans and
investments, and through counterparty default risk on transactions, including foreign
exchange transactions in the process of settlement.
(v) 
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable
securities, the availability of funding through an adequate amount of committed credit
facilities and the ability to close out market positions.
(b)
Risk management
The Group’s principal risks are market risk, credit risk and foreign exchange risk. The
directors consider the interest rate risk and liquidity risk of the Group to be immaterial.
Market risk and credit risk
The Group seeks to minimise these risks by performing detailed reviews of loan
counterparties or asset issuers prior to purchase approval, and by either selling on
participated loans to other parties or entering into offsetting loans payable when the directors
wish to preserve the Group’s liquidity. The Group seeks to minimize adverse movements in
market price of financial instruments by extensive due diligence procedures to ensure
acquisitions at prices below their perceived market value.
Foreign exchange and interest rate risk
The Group operates internationally and is exposed to foreign exchange risk arising from
various currency exposures in particular Japanese Yen. Foreign exchange risk arises from
future commercial transactions, recognised assets and liabilities and net investments in
foreign operations. To manage their foreign exchange risk the Group may use forward foreign
exchange contracts. Foreign exchange risk arises when the future commercial transaction or
recognised assets or liabilities are denominated in a currency that is not the entity’s
functional currency.
The Group has certain investments in foreign operations, which are exposed to foreign
currency translation risk. Currency exposure arising from these investments of the Group’s
foreign operations is managed through borrowings denominated in the relevant foreign
currencies.
The Group may also manage exposure to interest rate risk through the use of interest rate
swaps. These are commitments to exchange one set of cash flows for another. Swaps result
in an economic exchange of currencies or interest rates (for example, fixed rate for floating
rate) or a combination of all these (i.e. cross-currency interest rate swaps). No exchange of
principal takes place, except for certain currency swaps. The Group’s credit risk represents
the potential cost to replace the swap contracts if counterparties fail to perform their
obligation. This risk is monitored on an ongoing basis with reference to the current fair value,
a proportion of the notional amount of the contracts and the liquidity of the market. To
control the level of credit risk taken, the Group assesses counterparties using the same
techniques as for its lending activities.
C-45
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
27
Financial Risk Management (Continued)
Liquidity risk 
The Group will maintain sufficient cash and marketable securities, the availability of funding
through an adequate amount of committed credit facilities and the ability to close out market
positions.
(c)
Fair value estimation 
The fair value of financial instruments that are not traded in an active market (for example,
over-the-counter derivatives) is determined by using valuation techniques. The Group uses a
variety of methods and makes assumptions that are based on market conditions existing at
each balance sheet date. Quoted market prices or dealer quotes for similar instruments are
used for long-term debt. Other techniques, such as estimated discounted cash flows, are
used to determine fair value for the remaining financial instruments. The fair value of interest
rate swaps is calculated as the present value of the estimated future cash flows. The fair
value of forward foreign exchange contracts is determined using quoted forward exchange
rates at the balance sheet date.
The nominal value less impairment provision of trade receivables and payables are assumed
to approximate their fair values.
28
Commitments
(a)
Capital commitments
Capital expenditure contracted for at the balance sheet date but not yet incurred is as
follows:
2006
2005
US$’000
US$’000
Leasehold Improvement
–
515
(b)
Lease commitments
Commitments, under non-cancellable operating leases with a term of more than one year,
fall due:
2006
2005
US$’000
US$’000
Within one year
1,053
1,096
Later than one year and not later than five years
890
1,156
1,943
2,252
C-46
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
28
Commitments (Continued)
(c)
Investment commitments
2006
2005
US$’000
US$’000
Investment for Harmonic Shipping S.A.
–
4
Shareholder loans
1,283
1,283
In 2005 the Company committed to purchase 40.4% of the share capital of Harmonic
Shipping whose principal activity is the owning of ships and the transaction was completed in
March 2006.
Shareholder loans represent the outstanding balance of the maximum commitment to
Fortitude Containership S.A., Union Containership S.A. and Falcon Containership S.A. as
contained in the shareholders loan agreements dated 15 August 2006.
In November 2006, the Group entered, through its wholly owned subsidiary, Panmax Tanker
S.A., into a shipbuilding contract for the construction and purchase of a product tanker
amounting to JPY4.69 billion for delivery in 2010.
29
Related party transactions
Related parties include investments, associates and property development projects held for sale
where the Group holds a beneficial interest in, and is also contracted as a service provider to
manage or administer such investment, company, entity or property.
Related party transactions are carried out under normal commercial terms and conditions and
generate fee income as disclosed in Note 5, investment returns as disclosed in Note 6, directors’
remunerations and other allowances as disclosed in Note 14, investments in associates and
amounts due from associates as disclosed in Note 19.
Related party balances comprise the unlisted performance notes and unlisted shares as disclosed
in Note 17.
C-47
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
29
Related party transactions (Continued)
The following transactions were carried out with related parties:
2006
2005
US$’000
US$’000
Income Statement
Agency, arrangement, administration and incentive fees from shipping 
finance, investment and management (Note (a))
1,986
2,387
Agency, advisory, administration and incentive fees from distressed 
loans (Note (b))
667
700
Administration service fee (Note (c))
226
51
Arrangement fee from shipping investment management (Note (d) & (e))
423
1,982
Return on performance notes – shipping business (Note (f))
4,291
2,491
Return on performance notes – distressed debt (Note (f))
371
318
Gain on sales of investment (Note (g))
–
248
Loan interest income from loan to investment company (Note (h))
300
–
Loan interest income from loan to associate company (Note(i))
2
60
Balance Sheet 
Loan due from investment company (Note (h))
5,500
–
Loan due from associates (Note (i))
–
756
Amount due from associates (Note (j))
4
–
Amount due to associates (Note (j))
1
11
Notes:
(a)
The Group is entitled to receive from Searex Asset Management Limited, an investment of
the Group, the following fees:
(i)
a minimum administration fee of US$5K per month for each shipping asset owned by
Searex Asset Management Limited, including the vessels being acquired which are
subject of a memorandum of agreement, payable quarterly in advance.
(ii)
a brokerage fee for the arrangement of chartering of vessel.
(iii)
an incentive fee up to 10% of the sum of the net proceeds, accumulated cash balance
and liabilities outstanding from the disposal of certain vessels.
(iv)
a loan arrangement fee for the finance arrangement of a vessel.
C-48
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
29
Related party transactions (Continued)
(b)
The Group is entitled to receive from AAA Strategic Investment Limited, an investment of the
Group, the following fees:
(i)
an administration fee of US75kperannumforperformancenotesseries1payablesemi−annuallyinadvanceandanadministrationfeeforperformancenotesseries2payablesemi−annuallyinadvanceintheamountofUS50k for the full or partial
issuance of performance notes of each of the first three US5millionamountsuptoamaximumofUS150k.
(ii)
an agency fee of US25kperannumforperformancenotesseries1payablesemi−annuallyinadvance,andanagencyfeeforperformancenotesseries2,payablesemi−annuallyinadvance,intheamountofUS50k per annum for the full or partial
issuance of each of the first three US$5 million tranches of performance notes.
(iii)
an incentive fee, calculated on an asset by asset basis, in addition to the
administration fee. The initial incentive fee is calculated as 20% of the cumulative
cash recovered from each asset in excess of 110% of that asset’s initial cost. The
subsequent incentive fee is calculated as twenty percent of additional cash recovered
from each asset in excess of that asset’s additional cost.
The incentive fee is
calculated and paid semi-annually.
(iv)
Performance Note Series 1 Fund was fully redeemed in December 2006 
(c)
The Group is entitled to receive from Uni Ships and Management Limited (USML), an
associated company of the Group, a monthly administration service fee of US$6,335 in
respect to the administration, accounting and financial matters of USML. In September 2006,
the Group received an incentive fee of US150kfromUSML.(d)TheGroupisentitledtoreceivefromFortitudeContainershipS.A.,FalconContainershipSAandUnionContainershipSA,investmentsoftheGroup,amonthlyadministrationfeeofUS7K per month in respect of administration of each company.
(e)
The Group is entitled to receive from Sunrise Shipping S.A., investment of the Group, a
monthly administration fee of US$5K per month in respect of administration of the company.
In addition, as per the shareholders agreement, the Group is entitled to receive a fee for
financing arrangement for the outstanding contract price of the vessel of Sunrise Shipping
S.A..
(f)
Performance notes are redeemed semi-annually, in whole or in part, calculated based on net
cash recovered from the underlying assets. Performance note redemptions are determined
based on the total original cost of recovered assets less the deduction of fees and other
expenses incurred in recovery of such assets. Recovery amounts from assets in excess of
that required for performance note repayments are paid out as interest on those
performance notes.
(g)
In June 2005, the Company disposed of its equity interest in Glade Mate Investment, to a
related party, Searex Asset Management Limited.
C-49
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
29
Related party transactions (Continued)
(h)
Loan due from investment companies
(i)
Harmonic Shipping S.A.
The outstanding principal balance of US$3million is charged on floating interest rate of
2% per annum over LIBOR with a final maturity date on 13 March 2007.
(ii)
Sunrise Shipping S.A.
The outstanding balance of US$2.5million is charged on interest rate of 6% per
annum with a final maturity date on 10 Sep 2011.
(i)
Loan due from associates constituted loans to Capital Advisers Co. Ltd.
The principal balance and interest accrued on an unsecured revolving short term loan facility
has been fully settled (2005: US$756k equivalent to JPY489 million). The interest rate was
revised to 1.375% per annum since May 2004 Interest charged on amounts due from Capital
Advisers Co. Ltd during the year was US2k(Dec2005:US60k).
(j)
The amount due from associates and the amount due to associate are unsecured, interest
free and have no fixed repayment term.
30
Deposits pledged as collateral
As at 31 December 2006, the Group had US5,053k(2005:US10,082k) of deposits pledged as
collateral against Japanese Yen denominated revolving bank loan facilities.
31
Contingencies
In November 2006, Panmax Tanker S.A. (“Panmax”), a wholly owned subsidiary of the Group,
entered into a shipbuilding contract with Xing Long Maritime S.A for the construction and sale of a
product tanker with delivery in 2010. The Group issued a performance guarantee amounting to
JPY4.69billion to Xing Long Maritime S.A. for the due performance by Panmax for the ship sales
contract.
32
Post balance sheet events
On 4 January 2007, the Group has made a deposit amounting to RMB700k for purchasing offices
in Guangzhou. The final payment of RMB 6.3 million will be fully settled by April 2007.
On 9 January 2007, Guangzhou Yayuan Property Management Company Limited was set up and
on 5 February 2007, the Group injected US3millionintothisnewlyestablishedwhollyownedsubsidiaryoftheGroup.TheprimarybusinessofthisnewsubsidiaryistocarryoutpropertyinvestmentactivitiesinGuangzhou.On7February2007,theGroupenteredintoJPY1.02billion(US8.5m) forward contract with
maturity on 13 March 2007. This transaction was entered alongside a back-to-back arrangement
contract with Harmonic Shipping S.A. for the equivalent amount in Yen upon maturity of that
contract.
C-50
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
32
Post balance sheet events (Continued)
On 12 March 2007 the Group provided additional US$3.2m shareholder’s loan to Harmonic
Shipping SA for financing of working capital.
On 11 April 2007 the Group provided additional US$0.2m shareholder’s loan to Falcon
Containership S.A. for financing of working capital.
On 17 April 2007 the Company launched a shipping fund in Singapore, the Akebono Shipping
Fund 1. The fund has raised equity of US42.9millionthroughtheissuanceofperformancenotestoinvestors.TheCompanyhascommittedtosubscribeforUS12.2 million of performance notes.
On 25 May 2007, the Group injected US$ 2.8 million as 1st installment of 35% subscription of
Akebono performance notes.
Outstanding loans due from Harmonic Shipping S.A (amounting USD$8.4m) were fully repaid on
30 April 2007.
On 1 May 2007, the Group, on behalf of Panmax Tanker S.A, entered into JPY469m (US3,933k)USDforwardcontractwithmaturitydateon31May2007.On2May2007,theGroup,onbehalfofMatinShippingLimited,enteredintoJPY357.5m(US
2,998k) USD forward contract with maturity date on 31 May 2007.
On 3 May 2007, the Group injected US$5k and granted a shareholder’s loan of US$995k to Rich
Containership S.A. representing a 50% interest in the newly set up SPC. The principal activity of
this company is ship chartering.
On 7 May 2007, the outstanding US4,663kperformancenotefromSeriesII,ofSearexAssetManagementLimited,werefullyredeemed.On28May2007,theGrouphasextendedtheUS4 million loan to Panmax Tanker S.A. for
settlement of 1st instalment of shipbuilding contract with Xing Long Maritime S.A.
On 30 May 2007, Mitsui & Co. Ltd has provided US4mloantoPanmaxTankerS.Aforsettlementof2ndinstallmentofshipbuildingcontractwithXingLongMaritimeS.A.On31May2007,theGroupinjectedUS400 and granted a shareholder’s loan of US$1,203k to
Matin Shipping Ltd representing a 40% interest in the newly set up SPC. The principal activity of
this company is ship chartering.
On 19 June 2007, Panmax Tanker S.A. was injected into the Akebono Fund. The transfer is
deemed as a disposal from the Group’s perspective. The Group holds a 35% interest in Akebono
Fund.
33
Approval of the consolidated financial statements
The consolidated financial statements were approved by the board of directors on 27 June 2007.
C-51
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


Set out below is a summary of certain provisions of the Memorandum and Articles of Association of our
Company.
1.
MEMORANDUM OF ASSOCIATION 
The Memorandum of Association of the Company was adopted on 26 June 2007 and states, inter
alia, that the liability of members of the Company is limited, that the objects for which the Company
is established are unrestricted and the Company shall have full power and authority to carry out
any object not prohibited by the Cayman Companies Law or any other law of the Cayman Islands.
The Memorandum of Association is available for inspection at the address specified in “General
and Statutory Information – Documents Available for Inspection” on page 173 of this Prospectus.
2.
ARTICLES OF ASSOCIATION 
The Articles of Association of the Company were adopted on 26 June 2007 and include provisions
to the following effect:
2.1 
Classes of Shares 
The share capital of the Company consists of ordinary shares. The authorised capital of the
Company at the date of adoption of the Articles of Association is US$120,000,000 divided into
750,000,000 Shares.
2.2 
Directors 
2.2.1
Power to vote on a proposal, arrangement or contract in which he is interested 
A Director (or his alternate Director in his absence) shall not vote on any resolution of the
Directors in respect of any contract or arrangement or proposed contract or arrangement in
which he has directly or indirectly a personal material interest.
2.2.2 
Power to vote on remuneration for himself and other Directors, and quorum at such Board
meetings 
The remuneration to be paid to the Directors shall be such remuneration as the Company
from time to time shall determine in general meeting and shall not be increased except
pursuant to an ordinary resolution passed at a general meeting where notice of the
proposed increase shall have been given in the notice convening the general meeting. A
Director cannot vote on his own remuneration. Fees payable to non-executive Directors
shall be by a fixed sum, and not by a commission on or a percentage of profits or turnover.
Salaries payable to executive Directors may not include a commission on or a percentage
of turnover. Such remuneration shall be deemed to accrue from day to day. The Directors
shall also be entitled to be paid their travelling, hotel and other expenses properly incurred
by them in going to, attending and returning from meetings of the Directors, or any
committee of the Directors, or general meetings of the Company, or otherwise in connection
with the business of the Company, or to receive a fixed allowance in respect thereof as may
be determined by the Directors from time to time, or a combination partly of one such
method and partly the other.
2.2.3 
Borrowing powers of Directors
The Directors may exercise all the powers of the Company to borrow money and to
mortgage or charge its undertaking, property and uncalled capital or any part thereof and
issue debentures, debenture stock and other securities whether outright or as security for
any debt, liability or obligation of the Company or of any third party. These provisions may
be varied by amendments to the Articles of Association of the Company.
APPENDIX D – SUMMARY OF THE CONSTITUTION OF OUR COMPANY
D-1


2.2.4 
Age limit for retirement of Directors
There is no age limit imposed under the Articles of Association of the Company for
retirement of Directors.
2.2.5
Shareholding qualification of Directors
A shareholding qualification for Directors may be fixed by the Company in general meeting,
but unless and until so fixed no qualification shall be required.
2.3
Variation of rights of existing shares or classes of shares 
If at any time the share capital of the Company is divided into different classes of shares,
preference capital other than redeemable preference capital may be repaid and the rights attached
to any class (unless otherwise provided by the terms of issue of the shares of that class) may,
whether or not the Company is being wound-up, be varied with the sanction of a Special
Resolution (which is defined in the Articles of Association of the Company to be a resolution
approved by not less than sixty-seven percent (67%) of such Members present in person or by
proxy at a general meeting of the Company) passed at a general meeting of the holders of the
shares of that class, 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-fourths 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.
The provisions of these Articles relating to general meetings shall apply to every such general
meeting of the holders of one class of shares except that the necessary quorum shall be one
person holding or representing by proxy at least one-third 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.
The rights conferred upon the holders of the shares of any class issued with preferred or other
rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that
class, be deemed to be varied by the creation or issue of further shares ranking pari passu
therewith.
2.4
Alteration of Capital 
(a)
Subject to and in so far as permitted by the provisions of the Cayman Companies Law, the
Company may from time to time by Ordinary Resolution (which is defined in the Articles of
Association of the Company to be a resolution passed by a simply majority of Members
present in person or by proxy at a general meeting of the Company or approved in writing by
all the Members entitled to vote at a general meeting) alter or amend its Memorandum
otherwise than with respect to its name and objects and may, without restricting the
generality of the foregoing:
(i)
increase the share capital by such sum to be divided into shares of such amount or
without nominal or par value as the resolution shall prescribe and with such rights,
priorities and privileges annexed thereto, as the Company in general meeting may
determine;
(ii)
consolidate and divide all or any of its share capital into shares of larger amount than
its existing shares;
(iii)
by subdivision of its existing shares or any of them divide the whole or any part of its
share capital into shares of smaller amount than is fixed by the Memorandum or into
shares without nominal or par value; and
(iv)
cancel any shares which at the date of the passing of the resolution have not been
taken or agreed to be taken by any person.
APPENDIX D – SUMMARY OF THE CONSTITUTION OF OUR COMPANY
D-2


(b)
All new shares created hereunder shall be subject to the same provisions with reference to
the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the
original share capital.
(c)
Without prejudice to Article 14 of the Articles of Association and subject to the provisions of
the Cayman Companies Law, the Company may by Special Resolution reduce its share
capital and any capital redemption reserve fund.
2.5 
Rights, preferences and restrictions attaching to each class of shares
Subject to the provisions, if any, in that behalf in the Memorandum and to any direction that may be
given by the Company in general meeting and without prejudice to any special rights previously
conferred on the holders of existing shares, the Directors may allot, issue, grant options over or
otherwise dispose of shares of the Company (including fractions of a share) with or without
preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting,
return of capital or otherwise and to such persons, at such times and on such other terms as they
think proper. The Company shall not issue shares in bearer form.
Subject to any special rights conferred on the holders of any shares or class of shares, any share
in the Company may be issued with or have attached thereto such preferred, deferred, qualified or
other special rights or restrictions, whether with regard to dividend, voting, return of capital or
otherwise, as the Company may be ordinary resolution determine or, if there has not been any
such determination or so far as the same shall not make specific provision, as the Board may
determine.
Except as permitted under the rules or regulations of the SGX-ST or any direction given by the
Company in general meeting, all new shares shall before issue be offered to such persons who as
at the date of the offer are entitled to receive notices from the Company of general meetings in
proportion, as far as the circumstances admit, to the amount of the existing shares to which they
are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting
a time within which the offer, if not accepted, will be deemed to be declined. After the expiration of
that time, or on the receipt of an intimation from the person to whom the offer is made that he
declines to accept the shares offered or any part thereof, the Directors may dispose of those
shares in such manner as they think most beneficial to the Company. The Directors may likewise
so dispose of any new shares which (by reason of the ratio which the new shares bear to shares
held by persons entitled to an offer of new shares) cannot, in the opinion of the Directors, be
conveniently offered.
Subject to the provisions of the Cayman Companies Law and the Memorandum, shares may be
issued on the terms that they are, or at the option of the Company of the holder are, to be
redeemed on such terms and in such manner as the Company, before the issue of the shares, may
by Special Resolution determine.
Subject to the provisions of the Cayman Companies Law and the Memorandum, the Company may
purchase its own shares, including any redeemable shares, in any manner provided that such
manner of purchase has first been authorised by the Company in general meeting and may take
payment therefor in any manner authorised by the Cayman Companies Law, including out of
capital.
2.6
Time limit for lapse of dividend entitlement
There is no time limit imposed under the Articles of Association of the Company for lapse of
dividend entitlements of Shareholders.
2.7
Restrictions on ownership of shares
There are no limitations on the right to own shares.
APPENDIX D – SUMMARY OF THE CONSTITUTION OF OUR COMPANY
D-3


1.
Introduction 
The Cayman Companies Law is derived, to a large extent, from the older Companies Acts of
England, although there are significant differences between the Cayman Companies Law and the
current Companies Act of England. Set out below is a summary of certain provisions of the
Cayman Companies Law, although this does not purport to contain all applicable qualifications and
exceptions or to be a complete review of all matters of corporate law and taxation which may differ
from equivalent provisions in jurisdictions with which interested parties may be more familiar.
2.
Incorporation 
The Company was incorporated in the Cayman Islands as an exempted company with limited
liability on 17 March 1997 under the Cayman Companies Law (1995 Revision). As such, its
operations must be conducted mainly outside the Cayman Islands. The Company is required to file
an annual return each year with the Registrar of Companies of the Cayman Islands and pay a fee
which is based on the size of its authorised share capital.
3.
Share capital 
The Cayman Companies Law permits a company to issue ordinary shares, preference shares,
redeemable shares or any combination thereof. Investors should note that the position under
Cayman Companies Law is different from that under Singapore law, which provides that shares of
a company incorporated in the Cayman Islands shall have a par value.
The Cayman Companies Law provides that where a company issues shares at a premium,
whether for cash or otherwise, a sum equal to the aggregate amount of the value of the premia on
those shares shall be transferred to an account called the “share premium account”. At the option
of a company, these provisions may not apply to premia on shares of that company allotted
pursuant to any arrangement in consideration of the acquisition or cancellation of shares in any
other company and issued at a premium. The Cayman Companies Law provides that the share
premium account may be applied by a company, subject to the provisions, if any, of its
memorandum and articles of association, in such manner as the company may from time to time
determine including, but without limitation:
(a)
paying distributions or dividends to members;
(b) 
paying up unissued shares of the company to be issued to members as fully paid bonus
shares;
(c) 
in the redemption and repurchase of shares (subject to the provisions of section 37 of the
Cayman Companies Law);
(d) 
writing-off the preliminary expenses of the company;
(e)
writing-off the expenses of, or the commission paid or discount allowed on, any issue of
shares or debentures of the company; and 
(f) 
providing for the premium payable on redemption or purchase of any shares or debentures
of the company.
No distribution or dividend may be paid to members out of the share premium account unless
immediately following the date on which the distribution or dividend is proposed to be paid the
company will be able to pay its debts as they fall due in the ordinary course of business.
The Cayman Companies Law provides that, subject to confirmation by the Grand Court of the
Cayman Islands, a company limited by shares or a company limited by guarantee and having a
share capital may, if so authorised by its articles of association, by special resolution reduce its
share capital in any way.
APPENDIX E – SUMMARY OF CAYMAN ISLANDS COMPANY LAW
E-1


Subject to the detailed provisions of the Cayman Companies Law, a company limited by shares or
a company limited by guarantee and having a share capital may, if so authorised by its articles of
association, issue shares which are to be redeemed or are liable to be redeemed at the option of
the company or a shareholder. In addition, such a company may, if authorised to do so by its
articles of association, purchase its own shares, including any redeemable shares. However, if the
articles of association do not authorise the manner of purchase, a company cannot purchase any
of its own shares unless the manner of purchase has first been authorised by an ordinary
resolution of the company. At no time may a company redeem or purchase its shares unless they
are fully paid. A company may not redeem or purchase any of its shares if, as a result of the
redemption or purchase, there would no longer be any member of the company holding shares. A
payment out of capital by a company for the redemption or purchase of its own shares is not lawful
unless immediately following the date on which the payment is proposed to be made, the company
shall be able to pay its debts as they fall due in the ordinary course of business.
There is no statutory restriction in the Cayman Islands on the provision of financial assistance by a
company for the purchase of, or subscription for, its own or its holding company’s shares.
Accordingly, a company may provide financial assistance if the directors of the company consider,
in discharging their duties of care and to act in good faith, for a proper purpose and in the interests
of the company, that such assistance can properly be given. Such assistance should be on an
arm’s-length basis.
Investors should note that the position under Cayman Companies Law is different from that under
Singapore law, which provides statutory restrictions against a company giving financial assistance
to any person directly or indirectly for the purpose of, or in connection with, the acquisition of that
company’s shares or shares of its holding company. Financial assistance includes the making of a
loan, the giving of a guarantee, the provision of security, and the release of a debt or obligation.
4.
Dividends and distributions 
With the exception of section 34 of the Cayman Companies Law, there are no statutory provisions
relating to the payment of dividends. Based upon English case law which is likely to be persuasive
in the Cayman Islands in this area, dividends may be paid only out of profits. In addition, section 34
of the Cayman Companies Law permits, subject to a solvency test and the provisions, if any, of the
company’s memorandum and articles of association, the payment of dividends and distributions out
of the share premium account (see paragraph 3 above for further details).
5.
Shareholders’ suits 
The Cayman Islands courts can be expected to follow English case law precedents. The rule in
Foss v. Harbottle (and the exceptions thereto which permit a minority shareholder to commence a
class action against or derivative actions in the name of the company to challenge (a) an act which
is ultra vires the company or illegal, (b) an act which constitutes a fraud against the minority where
the wrongdoers are themselves in control of the company, and (c) an action which requires a
resolution with a qualified (or special) majority which has not been obtained) has been applied and
followed by the courts in the Cayman Islands.
6.
Protection of minorities
In the case of a company (not being a bank) having a share capital divided into shares, the Grand
Court of the Cayman Islands may, on the application of members holding not less than one fifth of
the shares of the company in issue, appoint an inspector to examine into the affairs of the company
and to report thereon in such manner as the Grand Court shall direct.
Any shareholder of a company may petition the Grand Court of the Cayman Islands which may
make a winding up order if the court is of the opinion that it is just and equitable that the company
should be wound up.
APPENDIX E – SUMMARY OF CAYMAN ISLANDS COMPANY LAW
E-2


Claims against a company by its shareholders must, as a general rule, be based on the general
laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders
as established by the company’s memorandum and articles of association.
The English common law rule that the majority will not be permitted to commit a fraud on the
minority has been applied and followed by the courts of the Cayman Islands.
Investors should note that the position under Cayman Companies Law is different from that under
Singapore law, which provides that the rights of minority shareholders are entrenched in the
Companies Act, which provides that shareholders may apply to the Singapore courts for an order
to remedy situations where (i) a company’s affairs are being conducted or the powers of the
company’s directors are being exercised in a manner oppressive to, or in disregard of the interests
of one or more of the company’s shareholders as shareholders of the company; or (ii) a company
has done an act, or threatens to do an act, or the members or holders of debentures have passed
or propose to pass some resolution, which unfairly discriminates against, or is otherwise prejudicial
to, one or more of the company’s shareholders.
7.
Disposal of assets
The Cayman Companies Law contains no specific restrictions on the powers of directors to
dispose of assets of a company. As a matter of general law, in the exercise of those powers, the
directors must discharge their duties of care and to act in good faith, for a proper purpose and in
the interests of the company.
Investors should note that the position under Cayman Companies Law is different from that under
Singapore law, which provides that prior approval of the company at a general meeting is required
before the directors can carry into effect any proposals for disposing of the whole or substantially
the whole of the company’s undertaking or property, notwithstanding anything in a company’s
memorandum or articles of association.
8.
Accounting and auditing requirements
The Cayman Companies Law requires that a company shall cause to be kept proper books of
account with respect to:
(a)
all sums of money received and expended by the company and the matters in respect of
which the receipt and expenditure takes place;
(b) 
all sales and purchases of goods by the company; and 
(c) 
the assets and liabilities of the company.
Proper books of account shall not be deemed to be kept if there are not kept such books as are
necessary to give a true and fair view of the state of the company’s affairs and to explain its
transactions.
9.
Register of members 
An exempted company may, subject to the provisions of its articles of association, maintain its
principal register of members and any branch registers at such locations, whether within or without
the Cayman Islands, as its directors may, from time to time, think fit. There is no requirement under
the Cayman Companies Law for an exempted company to make any returns of members to the
Registrar of Companies in the Cayman Islands. The names and addresses of the members are,
accordingly, not a matter of public record and are not available for public inspection.
APPENDIX E – SUMMARY OF CAYMAN ISLANDS COMPANY LAW
E-3


10.
Inspection of books and records 
Members of a company will have no general right under the Cayman Companies Law to inspect or
obtain copies of the register of members or corporate records of the company. They will, however,
have such rights as may be set out in the company’s articles of association.
11.
Special resolutions 
The Cayman Companies Law provides that a resolution is a special resolution when it has been
passed by a majority of not less than two-thirds (or such greater number as may be specified in the
articles of association of the company) of such members as, being entitled to do so, vote in person
or, where proxies are allowed, by proxy at a general meeting of which notice specifying the
intention to propose the resolution as a special resolution has been duly given. Written resolutions
signed by all the members entitled to vote for the time being of the company may take effect as
special resolutions if this is authorised by the articles of association of the company.
Investors should note that the position under Cayman Companies Law is different from that under
Singapore law, which provides that a special resolution must be passed by at least three-fourths of
members voting (in person or by proxy) at a general meeting of which not less than 21 days’
written notice has been duly given.
12.
Subsidiary owning shares in parent 
The Cayman Companies Law does not prohibit a Cayman Islands company acquiring and holding
shares in its parent company provided its objects so permit. The directors of any subsidiary making
such acquisition must discharge their duties of care and to act in good faith, for a proper purpose
and in the interests of the subsidiary.
Investors should note that the position under Cayman Companies Law is different from that under
Singapore law, which prohibits a company from being a member of a company which is its holding
company, and any allotment or transfer of shares in a company to its subsidiary is deemed to be
void.
13.
Reconstructions 
There are statutory provisions which facilitate reconstructions and amalgamations approved by a
majority in number representing 75 per cent. in value of shareholders or creditors, depending on
the circumstances, as are present at a meeting called for such purpose and thereafter sanctioned
by the Grand Court of the Cayman Islands. Whilst a dissenting shareholder would have the right to
express to the Grand Court his view that the transaction for which approval is sought would not
provide the shareholders with a fair value for their shares, the Grand Court of the Cayman Islands
is unlikely to disapprove the transaction on that ground alone in the absence of evidence of fraud
or bad faith on behalf of management and if the transaction were approved and consummated the
dissenting shareholder would have no rights comparable to the appraisal rights (i.e. the right to
receive payment in cash for the judicially determined value of his shares) ordinarily available, for
example, to dissenting shareholders of United States corporations.
14.
Take-overs 
Where an offer is made by a company for the shares of another company and, within four months
of the offer, the holders of not less than 90 per cent. of the shares which are the subject of the offer
accept, the offeror may at any time within two months after the expiration of the said four months,
by notice require the dissenting shareholders to transfer their shares on the terms of the offer. A
dissenting shareholder may apply to the Grand Court of the Cayman Islands within one month of
the notice objecting to the transfer. The burden is on the dissenting shareholder to show that the
Grand Court should exercise its discretion, which it will be unlikely to do unless there is evidence of
fraud or bad faith or collusion as between the offeror and the holders of the shares who have
accepted the offer as a means of unfairly forcing out minority shareholders.
APPENDIX E – SUMMARY OF CAYMAN ISLANDS COMPANY LAW
E-4


15.
Indemnification 
Cayman Islands law does not limit the extent to which a company’s articles of association may
provide for indemnification of officers and directors, except to the extent any such provision may be
held by the Cayman Islands courts to be contrary to public policy (e.g. for purporting to provide
indemnification against the consequences of committing a crime).
16.
Liquidation 
A company is placed in liquidation either by an order of the court or by a special resolution (or, in
certain circumstances, an ordinary resolution) of its members. A liquidator is appointed whose
duties are to collect the assets of the company (including the amount (if any) due from the
contributories (shareholders)), settle the list of creditors and discharge the company’s liability to
them, rateably if insufficient assets exist to discharge the liabilities in full, and to settle the list of
contributories and divide the surplus assets (if any) amongst them in accordance with the rights
attaching to the shares.
17.
Stamp duty on transfers 
No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands
companies except those which hold interests in land in the Cayman Islands.
18.
Exchange control
There are no exchange control regulations or currency restrictions in the Cayman Islands.
APPENDIX E – SUMMARY OF CAYMAN ISLANDS COMPANY LAW
E-5


1.
NAME OF THE SCHEME
The Scheme shall be called the “Uni-Asia Share Option Scheme”.
2.
DEFINITIONS
2.1
In the Scheme, unless the context otherwise requires, the following words and expressions shall
have the following meanings:
“Act”
The Companies Act, Chapter 50 of Singapore, as amended,
modified or supplemented from time to time.
“Adoption Date”
The date on which the Scheme is adopted by the Company in
general meeting.
“Aggregate Subscription Cost”
The total amount payable for Shares which may be acquired on
the exercise of an Option.
“Articles”
The articles of association of our Company as amended,
supplemented or modified from time to time.
“Associate”
Shall have the meaning assigned to it in the Listing Manual of
the SGX-ST.
“Auditors”
The auditors of the Company for the time being.
“Board”
The board of directors of the Company.
“Cayman Companies Law”
The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated
and revised) of the Cayman Islands.
“CDP”
The Central Depository (Pte) Limited.
“Committee”
A committee comprising directors of the Company who are
concurrently members of the remuneration committee of the
Board, duly authorised, appointed and nominated by the Board
pursuant to the Rules to administer the Scheme.
“Company” or “Uni-Asia”
Uni-Asia Finance Corporation, an exempted company
incorporated on 17 March 1997 in the Cayman Islands with
limited liability.
“control”
The capacity to dominate decision-making, directly or indirectly,
in relation to the financial and operating policies of the
Company.
“Controlling Shareholder”
A Shareholder exercising control over the Company and unless
rebutted, a person who controls directly or indirectly a
shareholding of fifteen (15) per cent. or more of the Company’s
issued share capital shall be presumed to be a Controlling
Shareholder of the Company.
“CPF”
Central Provident Fund.
“Date of Grant”
In relation to an Option, the date on which the Option is
granted pursuant to Rule 6.
“Director”
A person holding office as a director for the time being of the
Company or its Subsidiaries, as the case may be.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-1


“Employee”
An employee of our Group (including any Group Executive
Director) selected by the Committee to participate in the
Scheme in accordance with Rule 4.1.
“Exercise Period”
Subject as provided in Rules 8 and 9, the period for the
exercise of an Option, being a period commencing:
(1)
in the case of an Market Price Option granted to an
Employee (other than Options granted to Non-Executive
Directors), a period commencing after the first
anniversary of the Date of Grant and expiring on the tenth
anniversary of such Date of Grant, or such other shorter
period determined by the Committee; and
(2)
in the case of a Market Price Option granted to Non-
Executive Directors, a period commencing after the first
anniversary of the Date of Grant and expiring on the fifth
anniversary of such Date of Grant, or such other short
period determined by the Committee,
Provided that in the case of an Incentive Option, such Option
may not be exercised before the second anniversary of the
Date of Grant.
“Exercise Price”
The price at which a Participant shall subscribe for each Share
upon the exercise of an Option which shall be the price as
determined in accordance with Rule 7.1, as adjusted in
accordance with Rule 12.
“Grantee”
The person to whom an offer of an Option is made.
“Group”
The Company and its Subsidiaries (as they may exist from time
to time).
“Group Executive Director”
A Director who performs an executive function within our
Group.
“HK$”
Hong Kong dollar.
“Incentive Option”
An Option granted with the Exercise Price set at a discount to
the Market Price.
“Market Day”
A day on which the Stock Exchange is open for trading in
securities.
“Market Price”
A price equal to the average of the last dealt prices for the
Shares on the Stock Exchange over the three (3) consecutive
Trading Days immediately preceding the Date of Grant of that
Option, as determined by the Committee by reference to the
daily official list or any other publication published by the Stock
Exchange, rounded to the nearest whole cent in the event of
fractional prices.
“Market Price Option”
An Option granted with the Exercise Price set at the Market
Price.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-2


“Non-Executive Director”
A Director of the Company or its Subsidiaries, as the case may
be, other than a Group Executive Director.
“Offer Date”
The date on which an offer to grant an Option is made
pursuant to the Scheme.
“Option”
The right to subscribe for Shares granted or to be granted to an
Employee pursuant to the Scheme and for the time being
subsisting.
“Participant”
The holder of an Option.
“Rules”
Rules of the Uni-Asia Share Option Scheme.
“Scheme”
The Uni-Asia Share Option Scheme, as the same may be
modified or altered from time to time.
“Securities Account”
The securities account maintained by a Depositor with CDP
.
“SGX-ST”
Singapore Exchange Securities Trading Limited.
“Shareholders”
Registered holders of Shares.
“Shares”
Ordinary shares of par value US$0.16 each in the capital of the
Company.
“Stock Exchange”
The Singapore Exchange Securities Trading Limited and any
other stock exchange on which the Shares are quoted or listed.
“Subsidiaries”
A company which is for the time being a subsidiary of the
Company as defined by Section 5 of the Act.
“Trading Day”
A day on which the Shares are traded on the Stock Exchange.
“S$”
Singapore dollar.
“US$”
United States dollar.
2.2
The terms “Depositor” and “Depository Agent” shall have the meanings ascribed to them
respectively by Section 130A of the Act and the term “Associate” shall have the meaning ascribed
to it by the Listing Manual or any other publication prescribing rules or regulations for corporations
admitted to the Official List of the SGX-ST (as modified, supplemented or amended from time to
time).
2.3
Words importing the singular number shall, where applicable, include the plural number and vice
versa. Words importing the masculine gender shall, where applicable, include the feminine and
neuter gender.
2.4
Any reference to a time of a day in the Scheme is a reference to Singapore time.
2.5
Any reference in the Scheme to any enactment is a reference to that enactment as for the time
being amended or re-enacted. Any word defined under the Companies Act, the Cayman
Companies Law, or any statutory modification thereof and used in the Scheme shall have the
meaning assigned to it under the Act or the Cayman Companies Law, as the case may be.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-3


3.
OBJECTIVES OF THE SCHEME
The Scheme is a share incentive plan. The Scheme is proposed on the basis that it is important to
retain staff whose contributions are essential to the well-being and prosperity of the Group and to
give recognition to outstanding Employees and Non-Executive Directors who have contributed to
the growth of the Group. The Scheme will give Participants an opportunity to have a personal
equity interest in the Company at no direct cost to its profitability and will help to achieve the
following positive objectives:
(a)
to motivate each Participant to optimise his performance standards and efficiency and to
maintain a high level of contribution to the Group;
(b)
to retain key employees and Directors of the Group whose contributions are essential to the
long-term growth and profitability of the Group;
(c)
to instil loyalty to, and a stronger identification by the Participants with the long-term
prosperity of, the Company;
(d)
to attract potential employees with relevant skills to contribute to the Group and to create
value for the Shareholders of the Company; and
(e)
to align the interests of the Participants with the interests of the Shareholders.
4.
ELIGIBILITY OF PARTICIPANTS 
4.1
Employees and Non-Executive Directors (other than Controlling Shareholders and their Associates)
are eligible to participate in the Scheme.
4.2
The Employee’s eligibility to participate in the Scheme shall be at the absolute discretion of the
Committee, which would be exercised judiciously, and in addition, such person must:
(a)
be confirmed in his/her employment with the Group and not be on probation and have been
in the full time service of the Group for at least 12 months on or prior to the Date of Grant;
(b)
have attained the age of twenty-one (21) years on or before the Date of Grant; and
(c)
not be an undischarged bankrupt and must not have entered into a composition with his
creditors.
4.3
Employees and Non-Executive Directors who are Controlling Shareholders and their Associates
are not eligible to participate in the Scheme.
4.4
Subject to the Act and any requirement of the Stock Exchange, the terms of eligibility for
participation in the Scheme may be amended from time to time at the absolute discretion of the
Committee, which would be exercised judiciously.
4.5
Participants who participate in the Scheme are eligible to participate in other schemes
implemented by other companies, if approved by the Committee.
5.
MAXIMUM ENTITLEMENT
Subject to Rule 4 and Rule 11, the aggregate number of Shares in respect of which Options may
be offered to a Grantee for subscription in accordance with the Scheme shall be determined at the
discretion of the Committee, which would be exercised judiciously, who shall take into account
criteria such as the rank within the Group, performance, years of service and potential for future
development of the Grantee.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-4


6.
GRANT AND ACCEPTANCE OF OPTIONS
6.1
Subject as provided in Rule 11, the Committee may grant Options at any time during the period
when the Scheme is in force, except that no Options may be offered and/or granted during the
period of 30 days immediately preceding the date the Company announces its interim and/or final
results (whichever the case may be). In the event that an announcement on any matter of an
exceptional nature involving unpublished price sensitive information is made, Options may only be
granted on or after the third Market Day from the date on which such announcement is released.
6.2
The Letter of Offer to grant an Option shall be in, or substantially in, the form set out in Schedule
A, subject to such modification as the Committee may from time to time determine.
6.3
An Option shall be personal to the person to whom it is granted and shall not be transferred (other
than to a Participant’s personal representative on the death of that Participant), charged, assigned,
pledged or otherwise disposed of, in whole or in part, except with the prior approval of the
Committee.
6.4
The grant of an Option under this Rule 6 shall be accepted by the Grantee within thirty (30) days
from the Date of Grant of that Option and, in any event, not later than 5.00 p.m. on the 30th day
from such Date of Grant by completing, signing and returning the Acceptance Form in or
substantially in the form set out in Schedule B, subject to such modification as the Committee may
from time to time determine, accompanied by payment of US$1.00 as consideration.
6.5
If a grant of an Option is not accepted in the manner as provided in Rule 6.4, such offer shall, upon
the expiry of the thirty (30) day period, automatically lapse and become null, void and of no effect.
7.
EXERCISE PRICE
7.1
Subject to any adjustment pursuant to Rule 12, the Exercise Price for each Share in respect of
which an Option is exercisable shall be determined by the Committee, in its absolute discretion, on
the Date of Grant, at:
(a)
a price equal to the Market Price; or
(b)
a price which is set at a discount to the Market Price, provided that:
(i)
the maximum discount shall not exceed twenty (20) per cent. of the Market Price; and
(ii)
the Shareholders in general meeting shall have authorised, in a separate resolution,
the making of offers and grants of Options under the Scheme at a discount not
exceeding the maximum discount as aforesaid.
The Exercise Price shall in no event be less than the nominal value of a Share.
7.2
In making any determination under Rule 7.1(b) on whether to give a discount and the quantum of
such discount, the Committee shall be at liberty to take into consideration such criteria as the
Committee may, at its absolute discretion, deem appropriate, including but not limited to:
(a)
the performance of the Company and its Subsidiaries, as the case may be, taking into
account financial parameters such as net profit after tax, return on equity and earnings
growth;
(b)
the years of service and individual performance of the Participant;
(c)
the contribution of the Participant to the success and development of the Company and/or
the Group; and
(d)
the prevailing market conditions.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-5


8.
RIGHTS TO EXERCISE OPTIONS
8.1
Options granted with the Exercise Price set at Market Price shall only be exercisable, in whole or in
part (provided that an Option may be exercised in part only in respect of 1000 Shares or any
multiple thereof), at any time, by a Participant after the first anniversary of the Date of Grant of that
Option, Provided always that the Options (other than Options granted to Non-Executive Directors)
shall be exercised before the tenth anniversary of the relevant Date of Grant and Options granted
to Non-Executive Directors shall be exercised before the fifth anniversary of the relevant Date of
Grant, or such earlier date as may be determined by the Committee, failing which all unexercised
Options shall immediately lapse and become null and void and a Participant shall have no claim
against the Company.
8.1
Options granted with the Exercise Price set at a discount to Market Price shall only be exercisable,
in whole or in part (provided that an Option may be exercised in part only in respect of 1000
Shares or any multiple thereof), at any time, by a Participant after the second anniversary of the
Date of Grant of that Option, Provided always that the Options (other than Options granted to Non-
Executive Directors and Independent Directors) shall be exercised before the tenth anniversary of
the relevant Date of Grant and Options granted to Non-Executive Directors and Independent
Directors shall be exercised before the fifth anniversary of the relevant Date of Grant, or such
earlier date as may be determined by the Committee, failing which all unexercised Options shall
immediately lapse and become null and void and a Participant shall have no claim against the
Company.
8.3
An Option shall, to the extent unexercised, immediately lapse without any claim whatsoever against
the Company:
(a)
in the event of misconduct on the part of the Participant as determined by the Committee in
its discretion;
(b)
subject to Rule 8.4(b), where the Participant ceases at any time to be in the employment of
any of our Group, for any reason whatsoever;
(c)
the bankruptcy of the Participant or the happening of any other event which results in his
being deprived of the legal or beneficial ownership of an Option; or
(d)
the company by which he is employed ceasing to be a company within our Group, or the
undertaking or part of the undertaking of such company being transferred otherwise than to
another company within our Group.
For the purpose of Rule 8.3(b), the Participant shall be deemed to have ceased to be so employed
as of the last day of his employment.
For avoidance of doubt, no Option shall lapse pursuant to Rule 8.3(b) in the event of any transfer of
employment of a Participant between the Group.
8.4
In any of the following events, namely:
(a)
where the Participant ceases at any time to be in the employment of any of our Group or, in
the case of a Non-Executive Director, ceases at any time to be a Director, by reason of:
(i)
ill health, injury or disability (in each case, evidenced to the satisfaction of the
Committee);
(ii)
redundancy;
(iii)
retirement at or after the legal retirement age; or
(iv)
retirement before the legal retirement age with the consent of the Committee; or
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-6


(b)
any other event approved in writing by the Committee, 
the Participant may exercise any Option:
(i)
in the case where the cessation of employment or cessation to be a director, as the
case may be, occurs after the first day of the Exercise Period in respect of such
Option, within the period of eighteen (18) months after the date of such cessation of
employment or such cessation to be a director, as the case may be, or before the
expiry of the Exercise Period in respect of that Option, whichever is earlier, and upon
expiry of such period the Option shall lapse; and
(ii)
in the case where the cessation of employment or cessation to be a director, as the
case may be, occurs before the first day of the Exercise Period in respect of such
Option, within the period of eighteen (18) months after the first day of the Exercise
Period in respect of that Option, and upon expiry of such period the Option shall
lapse.
8.5
If a Participant dies, whether or not while still in the employment of the Group or, in the case of a
Non-Executive Director, still in the appointment as a Director, and at the date of his death holds
any unexercised Option, such Option shall continue to be exercisable by the duly appointed
personal representatives of the Participant:
(a)
in the case where death occurs after the first day of the Exercise Period in respect of such
Option, within the period of eighteen (18) months after the date of such cessation of
employment or before the expiry of the Exercise Period in respect of that Option, whichever
is earlier, and upon expiry of such period the Option shall lapse; and
(b)
in the case where the death occurs before the first day of the Exercise Period in respect of
such Option, within the period of eighteen (18) months after the first day of the Exercise
Period in respect of that Option, and upon expiry of such period, the Option shall lapse.
9.
TAKE-OVER AND WINDING-UP OF THE COMPANY
9.1
Notwithstanding Rule 8 but subject to Rule 9.5, in the event of a take-over being made for the
Shares, a Participant shall be entitled to exercise any Option held by him and as yet unexercised,
in respect of such number of Shares comprised in that Option as may be determined by the
Committee in its absolute discretion, in the period commencing on the date on which such offer is
made or, if such offer is conditional, the date on which such offer becomes or is declared
unconditional, as the case may be, and ending on the earlier of:
(a)
the expiry of six (6) months thereafter, unless prior to the expiry of such six-month period, at
the recommendation of the officer and with the approvals of the Committee and the Stock
Exchange, such expiry date is extended to a later date (in either case, being a date falling
not later than the expiry of the Exercise Period relating thereto); or
(b)
the date of expiry of the Exercise Period relating thereto, 
whereupon the Option then remaining unexercised shall lapse.
Provided that if during such period, the offeror becomes entitled or bound to exercise rights of
compulsory acquisition under the provisions of the Act and, being entitled to do so, gives notice to
the Participants that it intends to exercise such rights on a specified date, the Option shall remain
exercisable by the Participant until the expiry of such specified date or the expiry of the Exercise
Period relating thereto, whichever is earlier. Any Option not so exercised shall lapse provided that
the rights of acquisition or obligations to acquire shall have been exercised or performed, as the
case may be. If such rights or obligations have not been exercised or performed, the Option shall,
notwithstanding Rule 8, remain exercisable until the expiry of the Exercise Period relating thereto.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-7


9.2
If under any applicable laws, the court sanctions a compromise or arrangement proposed for the
purposes of, or in connection with, a scheme for the reconstruction of the Company or its
amalgamation with another company or companies, each Participant shall be entitled,
notwithstanding Rule 8 but subject to Rule 9.5, to exercise any Option then held by him, in respect
of such number of Shares comprised in that Option as may be determined by the Committee in its
absolute discretion, during the period commencing on the date upon which the compromise or
arrangement is sanctioned by the court and ending either on the expiry of 60 days thereafter or the
date upon which the compromise or arrangement becomes effective, whichever is later (but not
after the expiry of the Exercise Period relating thereto), whereupon the Option shall lapse and
become null and void.
9.3
If an order is made for the winding-up of the Company on the basis of its insolvency, all Options, to
the extent unexercised, shall lapse and become null and void.
9.4
In the event a notice is given by the Company to its members to convene a general meeting for the
purposes of considering and, if thought fit, approving a resolution to voluntarily wind-up the
Company, the Company shall on the same date as or soon after it dispatches such notice to each
member of the Company give notice thereof to all Participants (together with a notice of the
existence of the provision of this Rule 9.4) and thereupon, each Participant (or his personal
representative) shall be entitled to exercise all or any of his Options at any time not later than two
(2) Business Days prior to the proposed general meeting of the Company by giving notice in writing
to the Company, accompanied by a remittance for the Aggregate Subscription Cost whereupon the
Company shall as soon as possible and in any event, no later than the Business Day immediately
prior to the date of the proposed general meeting referred to above, allot the relevant Shares to the
Participant credited as fully paid.
9.5
If in connection with the making of a general offer referred to in Rule 9.1 or the scheme referred to
in Rule 9.2 or the winding-up referred to in Rule 9.4, arrangements are made (which are confirmed
in writing by the Auditors, acting only as experts and not as arbitrators, to be fair and reasonable)
for the compensation of Participants, whether by the continuation of their Options or the payment of
cash or the grant of other options or otherwise, a Participant holding an Option, as yet not
exercised, may not, at the discretion of the Committee, be permitted to exercise that Option as
provided for in this Rule 9.
9.6
To the extent that an Option is not exercised within the periods referred to in this Rule 9, it shall
lapse and become null and void.
10.
EXERCISE OF OPTIONS, ALLOTMENT AND LISTING OF SHARES
10.1
Subject to Rules 8.1, an Option may be exercised, in whole or in part, by a Participant giving notice
in writing to the Company in or substantially in the form set out in Schedule C, subject to such
modification as the Committee may from time to time determine.
Such notice must be
accompanied by payment in cash for the Aggregate Subscription Cost in respect of the Shares for
which that Option is exercised and any other documentation the Committee may require. An
Option shall be deemed to be exercised upon receipt by the Company of the said notice, duly
completed, and the Aggregate Subscription Cost. All payments made shall be made by cheque,
cashiers’ order, banker’s draft or postal order made out in favour of the Company or such other
mode of payment as may be acceptable to the Company.
10.2
Subject to such consents or other required action of any competent authority under any regulations
or enactment for the time being in force as may be necessary and subject to the compliance with
the terms of the Scheme and the Memorandum of Association and Articles of the Company, the
Company shall, within ten (10) Market Days after the exercise of an Option, allot the relevant
Shares and despatch to CDP the relevant share certificates by ordinary post or such other mode
as the Committee may deem fit.
The Company shall, as soon as practicable after such allotment, apply to the Stock Exchange for
permission to deal in and for quotation of such Shares, if necessary.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-8


10.3
Shares which are allotted on the exercise of an Option by a Participant shall be issued in the name
of CDP to the credit of the securities account of that Participant maintained with CDP
, the securities
sub-account of that Participant maintained with a Depository Agent or (where applicable) the CPF
investment account maintained with a CPF agent bank.
10.4
Shares allotted and issued on exercise of an Option shall:
(a)
be subject to all the provisions of the Memorandum of Association and Articles of the
Company; and
(b)
rank in full for all entitlements, including dividends or other distributions declared or
recommended in respect of the then existing Shares, the Record Date for which is on or
after the relevant date upon which such exercise occurred, and shall in all other respects
rank pari passu with other existing Shares then in issue.
“Record Date” means the date fixed by the Company for the purposes of determining entitlements
to dividends or other distributions to or rights of holders of Shares.
10.5
The Company shall keep available sufficient unissued Shares to satisfy the full exercise of all
Options for the time being remaining capable of being exercised.
11.
LIMITATION ON THE SIZE OF THE SCHEME
The aggregate nominal amount of new Shares over which the Committee may grant Options on
any date, when added to the nominal amount of new Shares issued and issuable in respect of (a)
all Options granted under the Scheme, and (b) all awards granted under any other share option,
share incentive, performance share or restricted share plan implemented by the Company and for
the time being in force, shall not exceed fifteen (15) per cent. of the issued share capital of the
Company on the day preceding that date.
12.
ADJUSTMENT EVENTS 
12.1
If a variation in the issued ordinary share capital of the Company (whether by way of a
capitalisation of profits or reserves or rights issue, reduction, subdivision, consolidation, distribution
or otherwise) shall take place, then:
(a)
the Exercise Price of the Shares, the nominal amount, class and/or number of Shares
comprised in an Option to the extent unexercised; and/or
(b)
the nominal amount, class and/or number of Shares over which Options may be granted
under the Scheme,
shall be adjusted in such manner as the Committee may determine to be appropriate.
12.2
Unless the Committee considers an adjustment to be appropriate, the following (whether singly or
in combination) shall not be regarded as events requiring adjustment:
(a)
any issue of securities as consideration for an acquisition or a private placement of securities
or pursuant to any initial public offering of the Shares on the SGX-ST;
(b)
any increase in the number of issued Shares as a consequence of the exercise of options or
other convertibles issued from time to time by the Company entitling the holders thereof to
acquire new Shares in the capital of the Company (including the exercise of any Options
granted pursuant to the Scheme and any previous or future employee share option
scheme(s));
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-9


(c)
any issue of Shares pursuant to any scrip dividend scheme for the time being of the
Company; and
(d)
any reduction in the number of issued Shares as a result of the cancellation of issued
Shares purchased by the Company by way of market purchase(s) effected on the SGX-ST
on which the Company is listed pursuant to a share purchase mandate (or any renewal
thereof) given by the Shareholders of the Company in general meeting and for the time
being in force.
12.3
Notwithstanding the provisions of Rule 12.1:
(a)
no such adjustment shall be made if as a result:
(i)
the Exercise Price shall fall below the nominal amount of a Share and if such
adjustment would, but for this paragraph (a), result in the Exercise Price being less
than the nominal amount of a Share, the Exercise Price payable shall be the nominal
amount of a Share; or
(ii)
the Participant receives a benefit that a Shareholder does not receive; and
(b)
any adjustment (except in relation to a capitalisation issue) must be confirmed in writing by
the Auditors (acting only as experts and not as arbitrators) to be in their opinion, fair and
reasonable.
12.4
Upon any adjustment required to be made pursuant to this Rule 12, the Company shall notify the
Participant (or his duly appointed personal representatives where applicable) in writing and deliver
to him (or his duly appointed personal representatives where applicable) a statement setting forth
the Exercise Price thereafter in effect and the nominal value, class and/or number of Shares
thereafter to be issued on the exercise of the Option. Any adjustment shall take effect upon such
written notification being given.
13.
ADMINISTRATION OF THE SCHEME
13.1
The Scheme shall be administered by the Committee in its absolute discretion with such powers
and duties as are conferred on it by the Board, provided that no member of the Committee shall
participate in any deliberation or decision in respect of Options to be granted to him or held by him.
The Committee has powers to determine, inter alia, the following:
(a)
persons to be granted Options;
(b)
number of Options to be offered; and
(c)
recommendations for modifications to the Scheme.
13.2
The Committee shall also have the power, from time to time, to make and vary such regulations
(not being inconsistent with the Scheme) for the implementation and administration of the Scheme
as they think fit. Any matter pertaining or pursuant to the Scheme and any dispute and uncertainty
as to the interpretation of the Scheme, any rule, regulation or procedure thereunder or any rights
under the Scheme shall be determined by the Committee.
13.3
Neither the Scheme nor the grant of Options under the Scheme shall impose on the Company or
the Committee any liability whatsoever in connection with:
(a)
the lapsing or early expiry of any Options pursuant to any provision of the Scheme;
(b)
the failure or refusal by the Committee to exercise, or the exercise by the Committee of, any
discretion under the Scheme; and/or
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-10


(c)
any decision or determination of the Committee made pursuant to any provision of the
Scheme.
Any decision or determination of the Committee made pursuant to any provision of the Scheme
(other than a matter to be certified by the Auditors) shall be final, binding and conclusive.
14.
NOTICES
14.1
Any notice required to be given by a Participant to the Company shall be sent or made to the
principal place of business of the Company or such other addresses (including electronic mail
addresses) or facsimile number, and marked for the attention of the Committee, as may be notified
by the Company to him in writing.
14.2 Any notices or documents required to be given to a Participant or any correspondence to be made
between the Company and the Participant shall be given or made by the Committee (or such
person(s) as it may from time to time direct) on behalf of the Company and shall be delivered to
him by hand or sent to him at his home address, electronic mail address or facsimile number
according to the records of the Company or the last known address, electronic mail address or
facsimile number of the Participant.
14.3
Any notice or other communication from a Participant to the Company shall be irrevocable, and
shall not be effective until received by the Company. Any other notice or communication from the
Company to a Participant shall be deemed to be received by that Participant, when left at the
address specified in Rule 14.2 or, if sent by post, on the day following the date of posting or, if sent
by electronic mail or facsimile transmission, on the day of despatch.
15.
MODIFICATIONS TO THE SCHEME
15.1
Any or all the provisions of the Scheme may be modified and/or altered at any time and from time
to time by resolution of the Committee, except that:
(a)
no modification or alteration shall alter adversely the rights attaching to any Option granted
prior to such modification or alteration except with the consent in writing of such number of
Participants who, if they exercised their Options in full, would thereby become entitled to not
less than three-quarters in nominal amount of all the Shares which would fall to be allotted
upon exercise in full of all outstanding Options;
(b)
any modification or alteration which would be to the advantage of Participants under the
Scheme shall be subject to the prior approval of the Shareholders in general meeting; and
(c)
no modification or alteration shall be made without the prior approval of the Stock Exchange
and such other regulatory authorities as may be necessary.
15.2
Notwithstanding anything to the contrary contained in Rule 15.1, the Committee may at any time by
resolution (and without other formality, save for the prior approval of the Stock Exchange) amend or
alter the Scheme in any way to the extent necessary to cause the Scheme to comply with any
statutory provision or the provision or the regulations of any regulatory or other relevant authority or
body (including the Stock Exchange).
Written notice of any modification or alteration made in accordance with this Rule 15 shall be given
to all Participants.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-11


16.
TERMS OF EMPLOYMENT UNAFFECTED
The terms of employment of a Participant shall not be affected by his participation in the Scheme,
which shall neither form part of such terms nor entitle him to take into account such participation in
calculating any compensation or damages on the termination of his employment for any reason.
17.
DURATION OF THE SCHEME
17.1
The Scheme shall continue to be in force at the discretion of the Committee, subject to a maximum
period of ten (10) years commencing on the Adoption Date, provided always that the Scheme may
continue beyond the above stipulated period with the approval of the Shareholders by ordinary
resolution in general meeting and of any relevant authorities which may then be required.
17.2
The Scheme may be terminated at any time by the Committee, at the discretion of the Committee,
or by resolution of the Company in general meeting, subject to all relevant approvals which may be
required and if the Scheme is so terminated, no further Options shall be offered by the Company
hereunder.
17.3
The termination of the Scheme shall not affect Options which have been granted and accepted as
provided in Rule 6.4, whether such Options have been exercised (whether fully or partially) or not.
18.
TAXES
All taxes (including income tax) arising from the exercise of any Option granted to any Participant
under the Scheme shall be borne by that Participant.
19.
COSTS AND EXPENSES OF THE SCHEME
19.1
Each Participant shall be responsible for all fees of CDP relating to or in connection with the issue
and allotment of any Shares pursuant to the exercise of any Option in CDP’s name, the deposit of
share certificate(s) with CDP
, the Participant’s securities account with CDP
, or the Participant’s
securities sub-account with a Depository Agent or (where applicable) the CPF investment account
with a CPF agent bank.
19.2
Save for the taxes referred to in Rule 18 and such other costs and expenses expressly provided in
the Scheme to be payable by the Participants, all fees, costs and expenses incurred by the
Company in relation to the Scheme including but not limited to the fees, costs and expenses
relating to the allotment and issue of Shares pursuant to the exercise of any Option shall be borne
by the Company.
20.
DISCLAIMER OF LIABILITY
Notwithstanding any provisions herein contained, the Committee and the Company shall not under
any circumstances be held liable for any costs, losses, expenses and damages whatsoever and
howsoever arising in any event, including but not limited to the Company’s delay in issuing the
Shares or applying for or procuring the listing of the Shares on the Stock Exchange in accordance
with Rule 10.2.
21.
DISCLOSURE IN ANNUAL REPORT
The following disclosures (as applicable) will be made by the Company in its annual report for so
long as the Scheme continues in operation:
(a)
the names of the members of the Committee administering the Scheme;
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-12


(b)
the information in respect of Options granted to the following Participants in the table set out
below:
(i)
Directors of the Company; and
(ii)
Participants, other than those in (i) above, who receive five (5) per cent. or more of the
total number of Options available under the Scheme.
Name of
Number of
Aggregate
Aggregate
Aggregate
Participant
Shares
number of
number of
number of
comprised
Shares
Shares
Shares
in Options
comprised
comprised
comprised
granted
in Options
in Options
in Options
during
granted
exercised
outstanding
financial
since
since
as at end of
year under
commencement
commencement
financial year
review
of Scheme
of Scheme
under review
(including
to end of
to end of
terms)
financial year
financial year
under review
under review
(c)
the number of Incentive Options during the financial year under review in the following
bands:
Discount to the
Aggregate number of
Proportion of
Market Price
Incentive Options
Incentive Options
%
granted during the
to Market Price Options
financial year under review
granted during the
financial year under review
0-10
11-20
22.
ABSTENTION FROM VOTING
Participants who are Shareholders are to abstain from voting on any Shareholders’ resolution
relating to the Scheme.
23.
DISPUTES
Any disputes or differences of any nature arising hereunder shall be referred to the Committee and
its decision shall be final and binding in all respects.
24.
GOVERNING LAW
The Scheme shall be governed by, and construed in accordance with, the laws of Singapore. The
Participants, by accepting Options in accordance with the Scheme, and the Company submit to the
exclusive jurisdiction of the courts of Singapore.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-13


Schedule A
UNI-ASIA SHARE OPTION SCHEME
LETTER OF OFFER
Serial No:
Date:
To:
[Name]
[Designation]
[Address]
Private and Confidential
Dear Sir/Madam,
1.
We have the pleasure of informing you that, pursuant to the Uni-Asia Share Option Scheme
(“Scheme”), you have been nominated to participate in the Scheme by the Committee (the
“Committee”) appointed by the Board of Directors of Uni-Asia Finance Corporation (the “Company”)
to administer the Scheme. Terms as defined in the Scheme shall have the same meaning when
used in this letter.
2.
Accordingly, in consideration of the payment of a sum of US$1.00, an offer is hereby made to grant
you an option (the “Option”), to subscribe for and be allotted 
Shares at the price
of SforeachShare.3.TheOptionispersonaltoyouandshallnotbetransferred,charged,pledged,assignedorotherwisedisposedofbyyou,inwholeorinpart,exceptwiththepriorapprovaloftheCommittee.4.TheOptionshallbesubjecttothetermsoftheScheme,acopyofwhichisavailableforinspectionatthebusinessaddressoftheCompany.5.IfyouwishtoaccepttheofferoftheOptiononthetermsofthisletter,pleasesignandreturntheenclosedAcceptanceFormwithasumofUS1.00 not later than 5.00 p.m. on 
,
failing which this offer will lapse.
Yours faithfully,
For and on behalf of
Uni-Asia Finance Corporation
Name:
Designation:
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-14


APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-15
Schedule B
UNI-ASIA SHARE OPTION SCHEME
ACCEPTANCE FORM
Serial No:
Date:
To:
The Committee,
Uni-Asia Share Option Scheme
Uni-Asia Finance Corporation
Closing Date for Acceptance of Offer:
Number of Shares Offered:
Exercise Price for each Share: STotalAmountPayable:IhavereadyourLetterofOfferdatedandagreetobeboundbythetermsoftheLetterofOfferandtheSchemereferredtotherein.TermsdefinedinyourLetterofOffershallhavethesamemeaningswhenusedinthisAcceptanceForm.IherebyaccepttheOptiontosubscribeforSharesatS
for each Share. I
enclose cash for US1.00inpaymentforthepurchaseoftheOption/IauthorisemyemployertodeductthesumofUS1.00 from my salary in payment for the purchase of the Option.
I understand that I am not obliged to exercise the Option.
I confirm that my acceptance of the Option will not result in the contravention of any applicable law or
regulation in relation to the ownership of shares in the Company or options to subscribe for such shares.
I agree to keep all information pertaining to the grant of the Option to me confidential.
I further acknowledge that you have not made any representation to induce me to accept the offer and
that the terms of the Letter of Offer and this Acceptance Form constitute the entire agreement between
us relating to the offer.


Please print in block letters
Name in full
:
Designation
:
Address
:
Nationality
:
*NRIC/Passport No.
:
Signature
:
Date
:
Note:
*
Delete accordingly
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-16


APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-17
Schedule C
UNI-ASIA SHARE OPTION SCHEME
FORM OF EXERCISE OF OPTION
Total number of ordinary shares of US$0.16 each 
(the “Shares”) offered at S$
for each
Share (the “Exercise Price”) under the Scheme
on 
(Date of Grant)
:
Number of Shares previously allotted thereunder
:
Outstanding balance of Shares to be allotted
thereunder
:
Number of Shares now to be subscribed
:
To:
The Committee,
Uni-Asia Share Option Scheme,
Uni-Asia Finance Corporation
1.
Pursuant to your Letter of Offer dated 
and my acceptance thereof, I hereby
exercise the Option to subscribe for 
Shares in Uni-Asia Finance Corporation
(the “Company”) at S$
for each Share.
2.
I enclose a *cheque/cashier’s order/banker’s draft/postal order no.
for
by way of subscription for the total number of the said Shares.
3.
I agree to subscribe for the said Shares subject to the terms of the Letter of Offer, the Uni-Asia
Share Option Scheme and the Memorandum of Association and Articles of the Company.
4.
I declare that I am subscribing for the said Shares for myself and not as a nominee for any other
person.
5.
I request the Company to allot and issue the Shares in the name of The Central Depository (Pte)
Limited (“CDP”) for credit of my *Securities Account with CDP/Sub-Account with the Depository
Agent/CPF investment account with my Agent Bank specified below and I hereby agree to bear
such fees or other charges as may be imposed by CDP in respect thereof.


Please print in block letters
Name in full
:
Designation
:
Address
:
Nationality
:
*NRIC/Passport No.
:
*Direct Securities
Account No.
:
OR
*Sub-Account No.
:
Name of Depository
Agent
:
OR
*CPF Investment
Account No.
:
Name of Agent Bank
:
Signature
:
Date
:
Note:
*
Delete accordingly
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-18


Applications are invited for the subscription of the New Shares at the Invitation Price, subject to the
following terms and conditions:
1.
YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 NEW SHARES OR INTEGRAL
MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF NEW SHARES
WILL BE REJECTED.
2.
Your application for the Offer Shares may be made by way of the printed WHITE Offer Shares
Application Forms or by way of Automated Teller Machine (“ATMs”) belonging to the Participating
Banks (“ATM Electronic Applications”) or the Internet Banking (“IB”) websites of the relevant
Participating Banks (“Internet Electronic Applications”).
Application for Internet Placement Shares (also referred to as “Internet Electronic Application”) may
only be made by way of an Internet Electronic Application through the website of DBS Vickers
Securities Online (Singapore) Pte Ltd (“DBS Vickers Online”) at “www.dbsvonline.com” if you have
an Internet trading account with DBS Vickers Online. Internet Electronic Applications, both through
the IB websites of the relevant Participating Banks and the website of DBS Vickers Online, shall,
together with ATM Electronic Applications, be referred to as “Electronic Applications”.
Applications for Placement Shares (other than Internet Placement Shares and Reserved Shares)
may only be made by way of the printed BLUE Placement Shares Application Forms or in such
other forms of application as the Manager deems appropriate.
Application for Reserved Shares may only be made by way of the printed PINK Reserved Shares
Application Forms.
You may not use your CPF funds to apply for the New Shares.
3.
You (being other than an approved nominee company) are allowed to submit ONLY one
application in your own name for:
(a) 
the Offer Shares by any one of the following:

Offer Shares Application Form;

ATM Electronic Application; or

Internet Electronic Application; or
(b) 
the Placement Shares (other than the Reserved Shares) by any one of the following:

Internet Electronic Application;

Placement Shares Application Form; or

in such other forms of application as the Manager deems appropriate.
If more than one application is submitted for either the Offer Shares or Placement Shares
(other than the Reserved Shares), such separate applications shall be deemed to be
multiple applications and shall be rejected.
If you have made an application for the Placement Shares (other than the Reserved Shares),
you should not make any application for the Offer Shares and vice versa. Such separate
applications shall be deemed to be multiple applications and shall be rejected.
G-1
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


Joint or multiple applications will be rejected. Persons submitting or procuring submissions of
multiple share applications (whether for Offer Shares, Placement Shares or both Offer Shares and
Placement Shares) may be deemed to have committed an offence under the Penal Code (Chapter
224) of Singapore and the Securities and Futures Act (Chapter 289) of Singapore and such
applications may be referred to the relevant authorities for investigation. Multiple applications or
those appearing to be or suspected of being multiple applications (other than as provided herein)
will be liable to be rejected at the discretion of our Company.
An applicant who has made an application for Reserved Shares using a Reserved Shares
Application Form may:
(a) 
submit one separate application for Offer Shares in his own name either by way of an Offer
Shares Application Form or through an Electronic Application; or
(b)
submit one separate application for Placement Shares (other than the Reserved Shares) by
way of a Placement Shares Application Form or one separate application by way of an
Internet Electronic Application through the website of DBS Vickers Online or such other
forms of application as the Manager deems appropriate, 
provided he adheres to the terms and conditions of this Prospectus. Such separate applications will
not be treated as multiple applications.
4.
We will not accept applications from any person under the age of 21 years, undischarged
bankrupts, sole-proprietorships, partnerships, non-corporate bodies, joint Securities Account
holders of CDP and applicants whose addresses (furnished in their printed Application Forms or in
such other forms of application as the Manager deems appropriate or, in the case of Electronic
Applications, contained in the records of the relevant Participating Banks or DBS Vickers Online, as
the case may be) 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 deceased
name at the time of application.
In addition, applicants who wish to subscribe for the Placement Shares through the website of DBS
Vickers Online:
(a)
must not be corporations, sole-proprietorships, partnerships, or any other business entities;
(b)
must be over the age of 21 years;
(c)
must not be undischarged bankrupts;
(d)
must apply for the Placement Shares in Singapore;
(e)
must have a mailing address in Singapore; and
(f)
must be customers who maintain trading accounts with DBS Vickers Online.
5.
We will not recognise the existence of a trust. Any application by a trustee or trustees must be
made in his/their own name(s) and without qualification or, where the application is made by way of
a printed Application Form by a nominee, in the name(s) of an approved nominee company or
approved nominee companies after complying with paragraph 7 below.
6.
WE WILL ONLY ACCEPT NOMINEE APPLICATIONS FROM APPROVED NOMINEE
COMPANIES. Approved nominee companies are defined as banks, merchant banks, finance
companies, insurance companies, licenced securities dealers in Singapore and nominee
companies controlled by them. Applications made by nominees other than approved nominee
companies will be rejected.
G-2
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


7.
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 application, your
application will be rejected (if you apply by way of an Application Form) or you will not be able to
complete your Electronic Application (if you apply by way of an Electronic Application). If you have
an existing Securities Account but fail to provide your Securities Account number or provide an
incorrect Securities Account number in section B of the Application Form or in your Electronic
Application, as the case may be, your application is liable to be rejected. Subject to paragraph 8
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, or in the case of an Electronic Application, contained in the records of the
relevant Participating Bank or DBS Vickers Online at the time of your Electronic Application, as the
case may be, differ from those particulars in your Securities Account as maintained by CDP
. If you
have more than one individual direct Securities Account with CDP
, your application shall be
rejected.
8.
If your address as stated in the Application Form or, in the case of an Electronic
Application, contained in the records of the relevant Participating Bank or DBS Vickers
Online, as the case may be, is different from the address registered with CDP, you must
inform CDP of your updated address promptly, failing which the notification letter on
successful allocation will be sent to your address last registered with CDP.
9.
Our Company reserves the right to reject any application which does not conform strictly to the
instructions set out in the Application Forms and this Prospectus (including the instructions set out
in the Electronic Applications) or which does not comply with the instructions for Electronic
Applications or with the terms and conditions of this Prospectus 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. Our Company further
reserves 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 and this Prospectus
(including the instructions set out in the Electronic Applications), 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.
10.
Our Company reserves the right to reject or to accept, in whole or in part, or to scale down or to
ballot any application, without assigning any reason therefor, and we will not entertain any enquiry
and/or correspondence on our decision except in respect of applications which have been balloted
but subsequently rejected where the reasons for such rejection will be provided to the Applicant.
This right applies to applications made by way of Application Forms and by way of Electronic
Applications. In deciding the basis of allotment, our Company will give due consideration to the
desirability of allotting the New Shares to a reasonable number of applicants with a view to
establishing an adequate market for the Shares.
11.
Share certificates will be registered in the name of CDP 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 New Shares allotted to you. This will be the only acknowledgement of application
monies received and is not an acknowledgement by our Company. You irrevocably authorise CDP
to complete and sign on your behalf as transferee or renounce any instrument of transfer and/or
other documents required for the issue or transfer of the New Shares allotted to you. This
authorisation applies to applications made by way of printed Application Forms, or such other
forms of application as the Manager deems appropriate and by way of Electronic Applications.
12.
The New Shares may be reallocated between the Placement and the Offer at the discretion of the
Manager.
G-3
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


In the event of an under-subscription for the Reserved Shares as at the close of the Application
List, the number of Reserved Shares under-subscribed shall be made available to satisfy
applications for Placement Shares by way of Placement Shares Application Forms or in any other
form of application as may be deemed appropriate by the Manager to the extent that there is an
over-subscription for such Placement Shares as at the close of the Application List or to satisfy
excess applications for Offer Shares, to the extent that there is an over-subscription for Offer
Shares as at the close of the Application List.
In the event of an under-subscription for Internet Placement Shares to be applied for through the
website of DBS Vickers Online as at the close of the Application List, that number of Internet
Placement Shares under-subscribed shall be made available to satisfy applications for Placement
Shares by way of Placement Shares Application Forms to the extent that there is an over-
subscription for such Placement Shares as at the close of the Application List or to satisfy excess
applications for Offer Shares, to the extent that there is an over-subscription for Offer Shares as at
the close of the Application List.
In the event of an over-subscription for Offer Shares as at the close of the Application List and/or
Placement Shares (including Internet Placement Shares) are fully subscribed or over-subscribed
as at the close of the Application List, the successful applications for Offer Shares will be
determined by ballot or otherwise as determined by our Directors, in consultation with the Manager,
and approved by the SGX-ST.
13.
You irrevocably authorise CDP to disclose the outcome of your application, including the number of
New Shares allotted to you pursuant to your application, to our Company, the Manager, the
Underwriter, the Placement Agent, DBS Vickers Online and any other parties so authorised by
CDP
, our Company and the Manager.
14.
Any reference to “you” or the “Applicant” in this section shall include an individual, a corporation, an
approved nominee company or trustee applying for Offer Shares by way of an Offer Shares
Application Form or by way of an Electronic Application and a person applying for Placement
Shares (including Internet Placement Shares) by way of Placement Shares Application Form or by
way of an Internet Placement Application.
15.
By completing and delivering an Application Form or such other application as the Manager deems
appropriate and, in the case of an ATM Electronic Application, by pressing the “Enter” or “OK” or
“Confirm” or “Yes” key or any other relevant key on the ATM or in the case of an Internet Electronic
Application, by clicking “Submit” or “Continue” or “Yes” or “Confirm” or any other button on the IB
website of the relevant Participating Banks or the website of DBS Vickers Online (as the case may
be) in accordance with the provisions herein, you:
(a)
irrevocably offer, agree and undertake to subscribe for the number of New Shares specified
in your application (or such smaller number for which the application is accepted) at the
Invitation Price for each New Share and agree that you will accept such New Shares as may
be allotted to you, in each case on the terms of, and subject to the conditions set out in, this
Prospectus and the Memorandum and Articles of Association of our Company;
(b)
agree that in the event of any inconsistency between the terms and conditions for application
set out in this Prospectus and those set out in the website of DBS Vickers Online, or the IB
websites or ATMs of the Participating Banks, the terms and conditions set out in this
Prospectus shall prevail;
(c)
agree that the aggregate Invitation Price for the New Shares applied for is due and payable
to the Company upon application;
(d)
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 in determining whether to
accept your application and/or whether to allot any New Shares to you; and
G-4
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


(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
Manager, Underwriter and Placement Agent will infringe any such laws as a result of the
acceptance of your application.
16.
Our acceptance of applications will be conditional upon, inter alia, our Company being satisfied
that:
(a)
permission has been granted by the SGX-ST to deal in, and for quotation of, all the issued
Share and, the New Shares on the Official List of the SGX-ST;
(b)
the Management and Underwriting Agreement and the Placement Agreement referred to in
the section entitled “General and Statutory Information” of this Prospectus have become
unconditional and have not been terminated; and
(c)
the Monetary Authority of Singapore (the “Authority”) has not issued a stop order which
directs that no or no further Shares to which this Prospectus relates be alloted or issued
(“Stop Order”).
17.
In the event that a Stop Order in respect of the New Shares is issued by the Authority or other
competent authority, and:
(a) 
the New Shares have not been issued, we will (as required by law) deem all applications to
be withdrawn and cancelled and our Company shall refund the application monies (without
interest or any share of revenue or other benefit arising therefrom and at your own risk) to
you within 14 days of the date of the Stop Order; or
(b) 
if the New Shares have already been issued but trading has not commenced, the issue will
(as required by law) be deemed void and we will refund your payment for the New Shares
(without interest or any share of revenue or other benefit arising therefrom and at your own
risk) to you within 14 days from the date of the Stop Order.
This shall not apply where only an interim Stop Order has been issued.
18.
In the event that an interim Stop Order in respect of the New Shares is served by the Authority or
other competent authority, no Shares shall be issued to you until the Authority revokes the interim
Stop Order.
19.
The Authority is not able to serve a Stop Order in respect of the New Shares if the New Shares
have been issued and listed on the SGX-ST and trading in them has commenced.
20.
We will not hold any application in reserve.
21.
We will not allot or allocate any Shares on the basis of this Prospectus later than six months after
the date of registration of this Prospectus.
22.
All payments in respect of any application for New Shares, and all refunds in respect of any
unsuccessful application thereto, shall be made in Singapore currency.
23.
Additional terms and conditions for applications by way of Application Forms are set out in the
section entitled “Additional Terms and Conditions for Applications Using Printed Application Forms”
on pages G-6 to G-10 of this Prospectus.
24.
Additional terms and conditions for applications by way of Electronic Applications are set out in the
section entitled “Additional Terms and Conditions for Electronic Applications” on pages G-11 to G-
20 of this Prospectus.
G-5
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING PRINTED APPLICATION
FORMS
Applications by way of Application Forms shall be made on and subject to the terms and
conditions of this Prospectus, including but not limited to the terms and conditions appearing
below as well as those set out under the section “TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE” on pages G-1 to G-20 of this Prospectus, as well as the
Memorandum and Articles of Association of our Company.
1.
Your application for the Offer Shares must be made using the WHITE Offer Shares Application
Forms and WHITE official envelopes “A” and “B”, accompanying and forming part of this
Prospectus.
Applications for Placement Shares (other than Internet Placement Shares and Reserved Shares)
by way of Application Forms must be made using the BLUE Placement Shares Application Forms
accompanying and forming part of this Prospectus or in such other forms of application as the
Manager deems appropriate.
Without prejudice to the rights of the Company, the Manager has been authorised to accept, for
and on behalf of the Company, such other form of applications, as the Manager deems
appropriate. Applications for Reserved Shares must be made using the Pink Reserved Shares
Application Forms.
We draw your attention to the detailed instructions contained in the respective Application Forms
and this Prospectus for the completion of the Application Forms which must be carefully followed.
Our Company reserves the right to reject applications which do not conform strictly to the
instructions set out in the Application Forms and this Prospectus or to the terms and
conditions of this Prospectus or which are illegible, incomplete, incorrectly completed or
which are accompanied by improperly drawn remittances.
2.
You must complete your Application Forms in English. Please type or write clearly in ink using
BLOCK LETTERS.
3.
You must complete all spaces in your Application Forms except those under the heading “FOR
OFFICIAL USE ONLY” and you must write the words “NOT APPLICABLE” or “N.A.” in any space
that is not applicable.
4.
Individuals, corporations, approved nominee companies and trustees must give their names in full.
If you are an individual, you must make your application using your full name as it appears in your
identity card (if you have such an identification document) or in your passport and, in the case of
corporations, in your full names 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. 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 Company’s Share
Registrar and Singapore Share Transfer gent. Our Company reserves 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 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.
G-6
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


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 having an interest in
the aggregate of more than 50 per cent. 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 New 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 incorporated or
constituted under any statute of Singapore have an interest in the aggregate of more than 50 per
cent. of the issued share capital of or interests in such corporation.
7.
You may apply for the New Shares using only cash. Each application must be accompanied by a
cash remittance in Singapore currency for the full amount payable, in respect of the number of New
Shares applied for, in the form of a BANKER’S DRAFT, CASHIER’S ORDER or POSB CASHIER’S
ORDER drawn on a bank in Singapore, made out in favour of “UNI-ASIA SHARE ISSUE
ACCOUNT” crossed “A/C PAYEE ONLY” with your name and address written clearly on the reverse
side. APPLICATIONS NOT ACCOMPANIED BY ANY PAYMENT OR ACCOMPANIED BY ANY
OTHER FORM OF PAYMENT WILL NOT BE ACCEPTED. REMITTANCES BEARING “NOT
TRANSFERABLE” OR “NON TRANSFERABLE” CROSSINGS WILL BE REJECTED.
No acknowledgement of receipt will be issued by our Company or the Manager for 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 within 24 hours of
the balloting 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.
9.
Capitalised terms used in the Application Forms and defined in this Prospectus shall bear the
meanings assigned to them in this Prospectus.
10.
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 15 August 2007 or such other time or date as
our Directors may, in consultation with the Manager, decide and by completing and delivering
this Application Form:
(i)
your application is irrevocable; and
(ii)
your remittance will be honoured on first presentation and that any monies returnable
may be held pending clearance of your payment without interest or any share of
revenue or other benefit arising therefrom;
(b)
all applications, acceptances or contracts resulting therefrom under the Invitation 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;
G-7
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


(c)
in respect of the New Shares for which your application has been received and not rejected,
acceptance of your application shall be constituted by written notification by or on behalf of
our Company and not otherwise, notwithstanding any remittance being presented for
payment by or on behalf of our Company;
(d)
you will not be entitled to exercise any remedy of rescission for misrepresentation at any
time after acceptance of your application;
(e)
reliance is placed solely on information contained in this Prospectus and that none of our
Company, the Manager, Underwriter and Placement Agent or any other person involved in
the Invitation shall have any liability for any information not so contained;
(f)
you consent to the disclosure of your name, NRIC/passport number, address, nationality,
permanent resident status, CDP Securities Account number and share application amount to
our Share Registrar, SGX-ST, CDP
, SCCS, our Company, the Manager, Underwriter and
Placement Agent;
(g)
you irrevocably agree undertake to subscribe the number of New Shares applied for as
stated in the Application Form or any smaller number of such New Shares that may be
allotted and/or allocated to you in respect of your application. In the event that our Company
decides to allot and/or allocate any smaller number of New Shares or not to allot and/or
allocate any New Shares to you, you agree to accept such decision as final; and
(h)
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 New Shares that may be alloted to you.
Applications for Offer Shares
1.
Your application for Offer Shares MUST be made using the WHITE Offer Shares Application Forms
and WHITE official envelopes “A” and “B”.
2.
You must:
(a)
enclose the WHITE Offer Shares Application Form, duly completed and signed, together with
your correct remittance in accordance with the terms and conditions of this Prospectus, in
the WHITE official envelope “A” provided;
(b)
in appropriate spaces on the WHITE official envelope “A”:
(i)
write your name and address;
(ii)
state the number of Offer Shares applied for;
(iii)
tick the relevant box to indicated the form of payment; and
(v)
affix adequate Singapore postage;
(c)
SEAL THE WHITE OFFICIAL ENVELOPE “A”;
(d)
write, in the special box provided on the larger WHITE official envelope “B” addressed to
DBS Bank Ltd, Equity Capital Markets, 6 Shenton Way, #36-01 DBS Building Tower
One, Singapore 068809, the number of Offer Shares you have applied for; and
G-8
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


(e)
insert WHITE official envelope “A” into WHITE official envelope “B”, seal WHITE official
envelope “B”, affix adequate Singapore postage on WHITE official envelope “B” (if
despatching by ordinary post) and thereafter DESPATCH BY ORDINARY POST OR
DELIVER BY HAND the documents at your own risk to DBS Bank Ltd, Equity Capital
Markets, 6 Shenton Way, #36-01 DBS Building Tower One, Singapore 068809, so as to
arrive by 12:00 noon on 15 August 2007 or such other time or date as our Directors may, in
consultation with the Manager, decide. Local Urgent Mail or Registered Post must NOT
be used. No acknowledgement of receipt will be issued for any application or remittance
received.
3.
Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly
drawn remittances or which are not honoured upon their first presentation may be rejected.
4.
ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of receipt
will be issued for any application or remittance received.
Applications for Placement Shares (other than Internet Placement Shares and Reserved Shares)
1.
Your application for Placement Shares (other than Internet Placement Shares and Reserved
Shares) must be made using the BLUE Placement Shares Application Forms or in such other
forms of application as the Manager deems appropriate.
2.
The completed and signed BLUE Placement Shares Application Form and your remittance, in
accordance with the terms and conditions of this Prospectus, for the full amount payable in respect
of the number of Placement Shares applied for with your name, CDP Securities Account number
and address written clearly on the reverse side, must be enclosed and sealed in an envelope to be
provided by you. You must affix adequate Singapore postage on the envelope (if despatching by
ordinary post) and thereafter the sealed envelope must be DESPATCHED BY ORDINARY POST
OR DELIVERED BY HAND at your own risk to DBS Bank Ltd, Equity Capital Markets, 6
Shenton Way, #36-01 DBS Building Tower One, Singapore 068809, for the attention of Equity
Capital Markets, to arrive by 12:00 noon on 15 August 2007 or such other time or date as our
Directors may, in consultation with the Manager, decide. Local Urgent Mail or Registered Post
must NOT be used. No acknowledgement receipt will be issued for any application or remittance
received.
3.
Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly
drawn remittances or which are not honoured upon their first presentation may be rejected.
4.
ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of receipt
will be issued for any application or remittance received.
5.
Alternatively, you may remit your application monies by electronic transfer to the account of DBS
Bank Ltd, Shenton Way Branch, Current Account No. 003-710216-4 in favour of “UNI-ASIA
SHARE ISSUE ACCOUNT” for the number of Placement Shares applied for by 12.00 noon on 15
August 2007. Applicants who remit their application monies via electronic transfer should send
a copy of the telegraphic transfer advice slip to DBS Bank Ltd, Equity Capital Markets, 6
Shenton Way #36-01, DBS Building Tower One, Singapore 068809, for the attention of Equity
Capital Markets, to arrive by 12.00 noon on 15 August 2007, or such other time or date as our
Directors may, in consultation with the Manager, decide.
G-9
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


Applications for Reserved Shares
1.
Your application for Reserved Shares must be made using the PINK Reserved Shares Application
Forms or in such other forms of application as the Manager deems appropriate.
2.
The completed and signed PINK Reserved Shares Application Form and your remittance, in
accordance with the terms and conditions of the Prospectus, for the full amount payable in respect
of the number of Reserved Shares applied for with your name, CDP Securities Account number
and address written clearly on the reverse side, must be enclosed and sealed in an envelope to be
provided by you. You must affix adequate Singapore postage on the envelope (if despatching by
ordinary post) and thereafter the sealed envelope must be DESPATCHED BY ORDINARY POST
OR DELIVERED BY HAND at your own risk to Lim Associates (Pte) Ltd, 3 Church Street, #08-
01 Samsung Hub, Singapore 049483, for the attention of Mr. David Woo, to arrive by 12:00 noon
on 15 August 2007 or such other time or date as our Directors may, in consultation with the
Manager, decide. Local Urgent Mail or Registered Post must NOT be used.
3.
Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly
drawn remittances or which are not honoured upon their first presentation may be rejected.
4.
ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of receipt
will be issued by any application or remittance received.
G-10
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS
The procedures for Electronic Applications are set out on the ATM screens (in the case of ATM Electronic
Applications) and in the case of Internet Electronic Applications on the IB website screens of the relevant
Participating Banks and the website screen of DBS Vickers Online (the “Steps”). Currently, DBS Bank and
UOB Group are the only Participating Banks through which the Internet Electronic Applications through
the IB websites may be made.
For illustration purposes, the procedures for Electronic Applications through ATMs, the IB website of DBS
Bank and the website of DBS Vickers Online are set out in the paragraphs “Steps for ATM Electronic
Applications for Offer Shares through ATMs of DBS Bank (including POSB ATMs)” and the “Steps
for Internet Electronic Applications for Offer Shares through the IB website of DBS Bank” and the
“Steps for Internet Electronic Applications for Placement Shares through the website of DBS
Vickers Online” appearing on pages G-16 to G-20 of this Prospectus.
Please read carefully the terms of this Prospectus, the Steps and the terms and conditions for Electronic
Applications set out below before making an Electronic Application. Any reference to “you” or the
“Applicant” in the “Additional Terms and Conditions for Electronic Applications”, and the Steps shall refer
to you making an application for Offer Shares through an ATM or the IB website of a relevant Participating
Bank, or an application for Internet Placement Shares through the website of DBS Vickers Online.
The Steps set out the actions that you must take at ATMs or the IB website of DBS Bank or the website
of DBS Vickers Online to complete an Electronic Application. The actions that you must take at the ATMs
or the IB websites of the other Participating Banks are set out on the ATM screens or the IB website
screens of the relevant Participating Banks.
You must have an existing bank account with and be an ATM cardholder of the relevant Participating
Banks before you can make an Electronic Application at the ATMs of the relevant Participating Banks. An
ATM card issued by one Participating Bank cannot be used to apply for the Offer Shares at an ATM
belonging to other Participating Banks. Upon the completion of your ATM Electronic Application
transaction, you will receive an ATM transaction slip (“Transaction Record”), confirming the details of your
ATM Electronic Application. The Transaction Record is for your retention and should not be submitted with
any printed Application Form.
You must ensure that you enter your own Securities Account Number when using the ATM card
issued to you in your own name. If you fail to use your own ATM card or do not key in your own
Securities Account number, your application will be rejected. If you operate a joint bank account
with any of the Participating Banks, you must ensure that you enter your own Securities Account
number when using the ATM card issued to you in your own name. Using your own Securities
Account number with an ATM card which is not issued to you in your own name will render your
Electronic Application liable to be rejected.
For an Internet Electronic Application, you must have a bank account with and/or a User Identification
(“User ID”) and a Personal Identification Number (“PIN”) given by the relevant participating Banks or DBS
Vickers Online, in the case of you applying for Internet Placement Shares through the website of DBS
Vickers Online. Upon completion of your Internet Electronic Application through the IB website of DBS,
there will be an on-screen confirmation (“Confirmation Screen”) of the application which can be printed
out by you for your record. This printed record of the Confirmation Screen is for your retention and should
not be submitted with any printed Application Form.
If you are making an Internet Electronic Application, you must ensure that the mailing address of your
account selected for the application is in Singapore and you must declare that the application is being
made in Singapore. Otherwise, your application is liable to be rejected. In this connection, you will be
asked to declare that you are in Singapore at the time when you make the application.
G-11
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


Your Electronic Application shall be made on the terms and subject to the conditions of this
Prospectus, including but not limited to, the terms and conditions appearing below and those set
out under the section on “TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND
ACCEPTANCE” on pages G-1 to G-20 of this Prospectus, as well as the Memorandum and Articles
of Association of our Company.
1.
In connection with your Electronic Application for the Offer Shares or Placement Shares in the case
of you applying for Internet Placement Shares through the website of DBS Vickers Online, you are
required to confirm statements to the following effect in the course of activating the Electronic
Application:
(a)
that you have received a copy of this Prospectus (in the case of ATM Electronic
Applications only) and have read, understood and agreed to all the terms and
conditions of application for the Offer Shares or Internet Placement Shares and this
Prospectus prior to effecting the Electronic Application and agree to be bound by the
same;
(b)
that you consent to the disclosure of your name, NRIC/passport number, address,
nationality, permanent resident status, CDP Securities Account number, and share
application amount (the “Relevant Particulars”) from your account with the relevant
Participating Bank or DBS Vickers Online, as the case may be, to our Share Registrar,
SGX-ST, CDP, SCCS, our Company, the Manager, the Underwriter and the Placement
Agent (the “Relevant Parties”); and
(c)
that this is your only application for the Offer Shares or Placement Shares (other than
Reserved Shares), as the case may be, and it is made in your name and at your own
risk.
Your application will not be successfully completed and cannot be recorded as a completed
transaction unless you press the “Enter” or “OK” or “Confirm” or “Yes” or any other relevant key in
the ATM or click “ Confirm” or “OK” or “Submit” or “Continue” or “Yes” or any other relevant button
on the Internet screen. By doing so, you shall be treated as signifying your confirmation of each of
the above three statements. In respect of statement 1(b) above, your confirmation, by pressing the
“Enter” or “OK” or “Confirm” or “Yes” or any other relevant key or by clicking “Confirm” or “OK” or
“Submit” or “Continue” or “Yes” or any other relevant button, shall signify and shall be treated as
your written permission, given in accordance with the relevant laws of Singapore, including Section
47(2) of the Banking Act (Chapter 19) of Singapore, to the disclosure by that Participating Bank or
DBS Vickers Online, as the case may be, of the Relevant Particulars of your account(s) with that
Participating Bank or DBS Vickers Online to the Relevant Parties.
2.
BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT APPLYING
FOR OFFER SHARES AS NOMINEE OF ANY OTHER PERSON AND THAT ANY ELECTRONIC
APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU AS BENEFICIAL
OWNER.
YOUR SHALL MAKE ONLY ONE ELECTRONIC APPLICATION FOR OFFER SHARES AND
SHALL NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES, WHETHER AT THE
ATMS OF ANY PARTICIPATING BANK OR THE IB WEBSITES OF ANY RELEVANT
PARTICIPATING BANK OR THE WEBSITE OF DBS VICKERS ONLINE, AS THE CASE MAY BE,
ON THE APPLICATION FORMS. IF YOU HAVE MADE AN APPLICATION FOR OFFER SHARES
ON AN APPLICATION FORM, YOU SHALL NOT MAKE AN ELECTRONIC APPLICATION FOR
OFFER SHARES AND VICE VERSA.
G-12
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


3.
You must have sufficient funds in your bank account with your Participating Bank at the time you
make your Electronic Application at the ATM or IB website of the relevant Participating Bank, failing
which such Electronic Application will not be completed. Any Electronic Application made at the
ATM or IB website of the relevant Participating Bank which does not conform strictly to the
instructions set out in this Prospectus or on the screens of the ATM or IB website of the relevant
Participating Bank through which your Electronic Application is being made shall be rejected.
For Offer Shares, you may make an ATM Electronic Application at the ATM of any
Participating Bank or an Internet Electronic Application at the IB websites of the relevant
Participating Banks, using only cash by authorising such Participating Bank to deduct the
full amount payable from your account with such Participating Bank. If you make an
application to subscribe for Internet Placement Shares through the website of DBS Vickers
Online, you must have sufficient funds in your nominated automatic payment account with
an automatic payment facility (direct debit/credit authorisation or “GIRO”) with DBS Vickers
Online. Your application will be rejected if there are insufficient funds in your account for
DBS Vickers Online to deduct the full amount payable from your account for your
application.
4.
You irrevocably agree and undertake to subscribe for and to accept the number of Offer Shares or
Placement Shares, as the case may be, applied for as stated on the Transaction Record or the
Confirmation Screen or any lesser number of such Offer Shares or Placement Shares that may be
allotted and/or allocated to you in respect of your Electronic Application. In the event that our
Company decides to allot and/or allocate any lesser number of such Offer Shares or Placement
Shares or not to allot any Offer Shares or Placement Shares to you, you agree to accept such
decision as final. If your Electronic Application is successful, your confirmation (by your action of
pressing the “Enter” or “OK” or “Confirm” or “Yes” or any other relevant key on the ATM or clicking
“Confirm” or “OK” or “Submit” or “Continue” or “Yes” or any other relevant button on the Internet
screen) of the number of Offer Shares or Placement Shares applied for shall signify and shall be
treated as your acceptance of the number of Offer Shares or Placement Shares that may be
allotted and/or allocated to you and your agreement to be bound by the Memorandum and Articles
of Association of our Company. You also irrevocably authorise CDP to complete and sign on your
behalf as tranferee or renouncee any instrument of transfer and/or other documents required for
the issue or transfer of the New Shares that may be alloted to you.
5.
We will not keep any application in reserve. Where your Electronic Application is unsuccessful, the
full amount of the application monies will be refunded (without interest or any share of revenue or
other benefit arising therefrom) to you by being automatically credited to your account with your
Participating Bank or if you have applied for the Internet Placement Shares through DBS Vickers
Online, by ordinary post or such other means as DBS Vickers Online may agree with you, at your
own risk, within 24 hours of the balloting provided that the remittance in respect of such application
which has not been presented for payment or other processes has been honoured and the
application monies have been received in the designated share issue account. Trading on a “when-
issued” basis, if applicable, is expected to commence after such refund has been made.
Where your Electronic 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 being automatically
credited to your account with your Participating Bank or if you have applied for the Internet
Placement Shares through DBS Vickers Online, by ordinary post or such other means as
DBS Vickers Online may agree with you, at your own risk, within 14 Market Days after the
close of the Application List provided that the remittance in respect of 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.
G-13
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


Responsibility for timely refund of application monies from unsuccessful or partially successful
Electronic Applications lies solely with the respective Participating Banks and with DBS Vickers
Online (as the case may be). Therefore, you are strongly advised to consult your Participating Bank
or DBS Vickers Online as to the status of your Electronic Application and/or the refund of any
money to you from unsuccessful or partially successful Electronic Application, to determine the
exact number of Shares allotted and/or allocated to you before trading the Shares on the SGX-ST.
None of the SGX-ST, the CDP
, the SCCS, the Participating Banks, DBS Vickers Online, our
Company, the Manager, the Underwriter and the Placement Agent assume any responsibility for
any loss that may be incurred as a result of you having to cover any net sell positions or from buy-
in procedures activated by the SGX-ST.
If your Electronic Application is unsuccessful, no notification will be sent by the relevant
Participating Bank or DBS Vickers Online.
It is expected that successful applicants who applied for Internet Placement Shares through the
website of DBS Vickers Online will be notified of the results of their application through the website
of DBS Vickers Online no later than the evening of the day immediately prior to the commencement
of trading of the Shares on the SGX-ST.
6.
Applicants who make ATM Electronic Applications for Offer Shares through the ATMs of the
following banks may check the provisional results of their ATM Electronic Applications as follows:
Bank
Telephone
Other Channels
Operating Hours
Service
expected from
DBS Bank
1800-339 6666
Internet Banking
24 hours a day
Evening of the
(for POSB account holders)
www.dbs.com(1)
balloting day
1800-111 1111
(for DBS account holders)
OCBC
1800-363 3333
ATM/ Internet Banking/
24 hours a day
Evening of the
Phonebanking (2)
balloting day
UOB Group
1800-222 2121
ATM (Other Transactions
24 hours a day
Evening of the
“IPO Enquiry”)
balloting day
www.uobgroup.com (1) (3)
Notes:
(1)
If you have made your Internet Electronic Application through the IB websites of DBS Bank or UOB Group, you may
check the results of your application through the same channels listed in the table above in relation to ATM Electronic
Application made at the ATMs of DBS Bank or UOB Group.
(2)
If you have made your Internet Electronic Application through the ATM of the OCBC Bank, you may check the results
of your application through OCBC ATMs, OCBC Personal Internet Banking or OCBC Phone banking services.
(3)
If you have made your Electronic Application through the ATM or the IB website of the UOB Group, you may check
the results of your application through UOB Personal Internet Banking, UOB ATMs or UOB Phone Banking services.
7.
ATM Electronic Applications shall close at, and Internet Electronic Application and Internet
Placement Application must be received by, 12:00 noon on 15 August 2007, or such other
time and date as our Directors may, in consultation with the Manager decide. Subject to
paragraph 9 below, all Internet Electronic Applications and Internet Placement Applications are
deemed to be received when they enter the designated information system of the relevant
Participating Bank or DBS Vickers Online, as the case may be.
G-14
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


8.
You are deemed to have irrevocably requested and authorised our Company to:
(a)
register the Offer Shares or Placement Shares, as the case may be, allotted and/or allocated
to you in the name of CDP for deposit into your Securities Account;
(b)
send the relevant Share certificate(s) to CDP;
(c)
return or refund (without interest or any share of revenue earned or other benefit arising
therefrom) the application monies, should your Electronic Application be unsuccessful, by
automatically crediting your bank account with your Participating Bank or if you have applied
for the Internet Placement Shares through DBS Vickers Online, by ordinary post or such
other means as DBS Vickers Online may agree with you, at your risk, within 24 hours of the
balloting PROVIDED THAT the remittance in respect of such application which has been
presented for payment or such other proccess has been honoured and application monies
received in the designated share issue account; and
(d)
return or refund (without interest or any share of revenue or other benefit arising therefrom)
the balance of the application monies, should your Electronic Application be accepted in part
only, by automatically crediting your bank account with your Participating Bank or if you have
applied for the Internet Placement Shares through DBS Vickers Online, by ordinary post or
such other means as DBS Vickers Online may agree with you, at your risk, within 14 Market
Days after the close of the Application List PROVIDED THAT the remittance in respect of
such application which has been presented for payment or such other proccess has been
honoured and application monies received in the designated share issue account.
9.
You irrevocably agree and acknowledge that your Electronic Application is subject to risks of
electrical, electronic, technical and computer-related faults and breakdown, fires, acts of God and
other events beyond the control of the Participating Banks, DBS Vickers Online, our Company, the
Manager, Underwriter and Placement Agent, and in any such event our Company, the Manager,
DBS Vickers Online and/or the relevant Participating Bank do not receive your Electronic
Application, or data relating to your Electronic Application or the tape or any other devices
containing such data is lost, corrupted or not otherwise accessible, whether wholly or partially for
whatever reason, you shall be deemed not to have made an Electronic Application and you shall
have no claim whatsoever against our Company, the Manager, Underwriter and Placement Agent,
DBS Vickers Online and/or the relevant Participating Bank for the Offer Shares or Placement
Shares, as the case may be, applied for or for any compensation, loss or damage.
10.
We do not recognise the existence of a trust. Any Electronic Application by a trustee must be made
in his own name and without qualification. Our Company will reject any application by any person
acting as nominee (other than approved nominee companies).
11.
All your particulars in the records of your Participating Bank or DBS Vickers Online at the time you
make your Electronic Application shall be deemed to be true and correct and your Participating
Bank, DBS Vickers Online and any other Relevant Parties shall be entitled to rely on the accuracy
thereof. If there has been any change in your particulars after making your Electronic Application,
you shall promptly notify your Participating Bank or DBS Vickers Online (as the case may be).
12.
You should ensure that your personal particulars as recorded by both CDP and the relevant
Participating Bank or DBS Vickers Online (as the case may be) are correct and identical,
otherwise, your Electronic Application is liable to be rejected. You should promptly inform CDP
of any change in address, failing which the notification letter on successful allotment will be sent to
your address last registered with CDP
.
G-15
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


13.
By making and completing an Electronic Application, you are deemed to have agreed that:
(a)
in consideration of our Company making available the Electronic Application facility, through
the Participating Banks and DBS Vickers Online acting as agents of our Company, at the
ATMs and the IB websites of the relevant Participating Banks (if any) and at the website of
DBS Vickers Online:
(i)
your Electronic Application is irrevocable; and
(ii)
your Electronic Application, the acceptance by our Company and the contract resulting
therefrom under the Invitation shall be governed by and construed in accordance with
the laws of Singapore and you irrevocably submit to the non-exclusive jurisdiction of
the Singapore courts;
(b)
none of our Company, the Manager, Underwriter and Placement Agent, the Participating
Banks or DBS Vickers Online shall be liable for any delays, failures or inaccuracies in the
recording, storage or in the transmission or delivery of data relating to your Electronic
Application to our Company or CDP due to breakdowns or failure of transmission, delivery or
communication facilities or any risks referred to in paragraph 9 above or to any cause
beyond their respective controls;
(c)
in respect of the Offer Shares or the Placement Shares, as the case may be, for which your
Electronic Application has been successfully completed and not rejected, acceptance of your
Electronic Application shall be constituted by written notification by or on behalf of our
Company and not otherwise, notwithstanding any payment received by or on behalf of our
Company;
(d)
you will not be entitled to exercise any remedy for rescission for misrepresentation at any
time after acceptance of your application; and
(e)
reliance is placed solely on information contained in this Prospectus and that none of our
Company, the Manager, Underwriter and Placement Agent nor any other person involved in
the Invitation shall have any liability for any information not so contained.
Steps for ATM Electronic Applications for Offer Shares through ATMs of DBS Bank (Including
POSB ATMs)
Instructions for ATM Electronic Applications will appear on the ATM screens of the Participating Banks.
For illustration purposes, the steps for making an ATM Electronic Application through a DBS Bank ATM
(including POSB ATM) are shown below. Certain words appearing on the screen are in abbreviated form
(“A/c”, “amt”, “appln”, “&”, “I/C”, “SGX” and “No.” refer to “Account”, “amount”, “application”, “and”, “NRIC”,
“SGX-ST” and “Number” respectively. Instructions for ATM Electronic Applications on the ATM screens of
Participating Banks (other than DBS Bank (including POSB ATMs)), may differ slightly from those
represented below.
Step
1.
Insert your personal DBS Bank or POSB ATM Card
2.
Enter your Personal Identification Number
3.
Select “CASHCARD & MORE SERVICES”
4.
Select “LANGUAGE” (FOR CUSTOMERS USING MULTI-LANGUAGE CARD)
5.
Select “ESA-IPO SHARE/INVESTMENTS”
6.
Select “ELECTRONIC SECURITY APPLICATION (IPOS/BOND/ST-NOTES)”
G-16
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


7.
Read and understand the following statements which will appear on the screen:

THE OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE IN, OR
ACCOMPANIED BY, A COPY OF THE PROSPECTUS/DOCUMENT OR PROFILE
STATEMENT (AND IF APPLICABLE, A COPY OF THE REPLACEMENT OR
SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT) WHICH CAN
BE OBTAINED FROM ANY DBS/POSB BRANCH IN SINGAPORE AND, WHERE
APPLICABLE, THE VARIOUS PARTICIPATING BANKS DURING BANKING HOURS,
SUBJECT TO AVAILABILITY.

IN 
THE 
CASE 
OF 
SECURITIES 
OFFERING 
THAT 
IS 
SUBJECT 
TO 
A
PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT REGISTERED WITH
THE AUTHORITY, ANYONE WISHING TO ACQUIRE THESE SECURITIES (OR UNITS OF
SECURITIES) SHOULD READ THE PROSPECTUS/DOCUMENT OR PROFILE
STATEMENT (AS SUPPLEMENTED OR REPLACED, IF APPLICABLE) BEFORE
SUBMITTING HIS APPLICATION WHICH WILL NEED TO BE MADE IN THE MANNER SET
OUT 
IN 
THE 
PROSPECTUS/DOCUMENT 
OR 
PROFILE 
STATEMENT 
(AS
SUPPLEMENTED 
OR 
REPLACED, 
IF 
APPLICABLE).
A 
COPY 
OF 
THE
PROSPECTUS/DOCUMENT OR PROFILE STATEMENT, AND IF APPLICABLE, A COPY
OF THE REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR
PROFILE STATEMENT HAS BEEN LODGED WITH AND REGISTERED BY THE
MONETARY AUTHORITY OF SINGAPORE WHO ASSUMES NO RESPONSIBILITY FOR
ITS OR THEIR CONTENTS.

PRESS THE “ENTER” KEY TO CONFIRM THAT YOU HAVE READ AND UNDERSTOOD.
8.
Select “UNIASIA” to display details
9.
PRESS THE “ENTER” KEY TO ACKNOWLEDGE:

YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL TERMS OF THE APPLICATION
AND PROSPECTUS/DOCUMENT OR PROFILE STATEMENT, AND IF APPLICABLE, THE
REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE
STATEMENT.

YOU CONSENT TO DISCLOSE YOUR NAME, NRIC/PASSPORT NO., ADDRESS,
NATIONALITY, CDP SECURITIES A/C NO., CPF INVESTMENT A/C NO. AND SECURITY
APPLICATION AMOUNT FROM YOUR BANK A/C(S) TO SHARE AND SHARE APPLN
AMOUNT FROM YOUR BANK A/C(S) TO SHARE REGISTRARS, SGX, SCCS, CDP
, CPF
AND THE ISSUER/VENDOR(S).

FOR FIXED AND MAX PRICE SECURITY APPLICATION, THIS IS YOUR ONLY
APPLICATION AND IT IS MADE IN YOUR OWN NAME AND AT YOUR OWN RISK.

THE MAXIMUM PRICE FOR EACH SHARE IS PAYABLE IN FULL ON APPLICATION AND
SUBJECT TO REFUND IF THE FINAL PRICE IS LOWER.

FOR TENDER SECURITY APPLICATIONS, THIS IS YOUR ONLY APPLICATION AT THE
SELECTED TENDER PRICE AND IS MADE IN YOUR OWN NAME AND AT YOUR OWN
RISK.

YOU ARE NOT A US PERSON AS REFERRED TO IN THE PROSPECTUS/DOCUMENT
OR PROFILE STATEMENT AND IF APPLICABLE, THE REPLACEMENT OR
SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT.
G-17
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE



THERE MAY BE A LIMIT ON THE MAXIMUM NUMBER OF SECURITIES THAT YOU CAN
APPLY FOR SUBJECT TO AVAILABILITY, YOU MAY BE ALLOCATED A SMALLER
NUMBER OF SECURITIES THAN YOU APPLIED FOR OR (IN THE CASE OF AN EARLIER
CLOSURE UPON FULL SUBSCRIPTION) YOUR APPLICATION MAY BE REJECTED IF
ALL THE AVAILABLE SECURITIES HAVE BEEN FULLY ALLOCATED TO EARLIER
APPLICANTS.
10.
Select your nationality
11.
Select the payment method (i.e. by cash, CPF Funds, or a combination of cash and CPF Funds)
12.
Select the DBS Bank account (AutoSave/Current/Savings/Savings Plus) or the POSB account
(current/ savings) from which to debit your application monies
13.
Enter the number of securities you wish to apply for using cash
14.
Enter your own 12-digit CDP Securities Account number (Note: This step will be omitted
automatically if your CDP Securities Account number has already been stored in the Bank’s
records)
15.
Check the details of your share application, your NRIC/passport number and CDP Securities
Account number and number of securities on the screen and press the “ENTER” key to confirm
application
16.
Remove the Transaction Record for your reference and retention only
Steps for Internet Electronic Application for Offer Shares through the IB website of DBS Bank
For illustrative purposes, the steps for making an Internet Electronic Application through the DBS Bank IB
website is shown below. Certain words appearing on the screen are in abbreviated form (“A/c”, “amt”, “&”,
“I/C”, “SGX” and “No.” refer to “Account”, “amount”, “and”, “NRIC”, “SGX-ST” and “Number” respectively)
Step
1.
Click on to DBS Bank website at www.dbs.com
2.
Login to Internet banking
3.
Enter your User ID and PIN
4.
Select “Electronic Security Application (ESA)”
5.
Click “Yes” to proceed and to warrant that you have observed and complied with all applicable laws
and regulations
6.
Select your country of residence and click “I confirm”
7.
Click on “UNIASIA” and click the “Submit” button
8.
Click “Confirm” to confirm:
(a)
You have read, understood and agreed to all terms of application and the
Prospectus/Document or Profile Statement and if applicable, the Supplementary or
Replacement Prospectus/ Document or Profile Statement
G-18
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


(b)
You consent to disclose your name, I/C or Passport number, address, nationality, CDP
Securities Account number., CPF Investment account number (if applicable) and
securities application amount from your DBS/POSB Account(s) to Share Registrars,
SGX, SCCS, CDP, CPF Board and issuer/vendor(s)
(c)
You are not a US Person (as such term is defined in Regulation S under the US
Securities Act of 1933, as amended)
(d)
You understand that the securities mentioned herein have not been and will not be
registered under the U.S. Securities Act of 1933 as amended (the “U.S. Securities Act”)
or the securities laws of any State of the United States and may not be offered or sold
in the United States or to, or for the account or benefit of any “U.S. person” (as
defined in Regulation S under the U.S. Securities Act) except pursuant to an
exemption from or in a transaction subject to, the registration requirements of the U.S.
Securities Act and applicable State security laws. There will be no public offer of the
securities mentioned herein in the United States. Any failure to comply with this
restriction may constitute a violation of the United States securities laws
(e)
This application is made in your own name and at your own risk
(f)
For FIXED/MAX price securities application, this is your only application. For TENDER
price securities application, this is your only application at the selected tender price
9.
Fill in details for share application and click “Submit”
10.
Check the details of your share application, your I/C/passport No. and click “OK” to confirm your
application
11.
Print Confirmation Screen (optional) for your reference & retention only
Steps for Internet Electronic Application for Placement Shares through the website of DBS Vickers
Online
For illustrative purposes, the steps for making an application through the website of DBS Vickers Online is
shown below:
Step
1.
Access the website at www.dbsvonline.com
2.
Login with user ID and password
3.
Click on IPO Centre hyperlink to go to the IPO Section 
4.
Click on the IPO issue hyperlink
5.
Click “Yes” to represent, warrant and confirm, inter alia, that you are in Singapore, you have
observed and complied with all applicable laws and regulations, you have a mailing address in
Singapore, you have read, understood and agreed to the “APPLICATION TERMS AND
CONDITIONS” and the “GENERAL TERMS AND DISCLAIMERS” and you are not a U.S. person
(as such term is defined in Regulation S under the US Securities Act of 1933, as amended)
6.
Confirm the IPO applying for and its details by clicking on the “Next” button
G-19
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


7.
Click “Yes, I have read the above terms and conditions and wish to subscribe” and click “Submit” to
confirm, inter alia:
(a)
You have read, understood and agreed to the terms and conditions set out in the
Prospectus/Document or Profile Statement including the notes and instructions for the
completion of this Application Form and that this application has been made in accordance
with the Prospectus/Document or Profile Statement including such notes and instructions.
(b)
You have read and understood the disclaimers.
(c)
You have read, understood and agreed to the “APPLICATION TERMS AND CONDITIONS”
and the “GENERAL TERMS AND DISCLAIMERS”.
(d)
You consent to the disclosure of your name, NRIC or passport number, address, nationality
and permanent resident status, CDP Securities Account number, CPF Investment Account
number (as applicable) and share application amount from your account with DBS Vickers
Online to the Share Registrar, SCCS, SGX-ST, CDP
, CPF (if applicable), Issuer and the
Issue Manager.
(e)
This application is your only application for the Shares and it is made in your own name and
at your own risk.
(f)
This application is made in Singapore.
(g)
You understand that these are not deposits or other obligations of or guaranteed or insured
by DBS Vickers Online and are subject to investment risks, including the possible loss of the
principal amount invested.
(h)
You declare that (i) you are not under 21 years of age, (ii) you are not a corporation, sole-
proprietorship, partnership or any other business entity, (iii) you are not an undisclosed
bankrupt, (iv) you are in Singapore, (v) you have a mailing address in Singapore and (vi) you
are not a US person (within the meaning of Regulation S under the US Securities Act of
1933, as amended).
8.
Fill in amount of share applied for and preferred payment mode, then click “Submit”
9.
Check and verify details of your share application and your personal particulars on the screen
10.
Enter your password and click “Submit” to continue
11.
Click on “Application Status” to check your IPO application details
12.
Print page for your reference and retention only
G-20
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE




UNI-ASIA FINANCE CORPORATION
SUITE A, 26TH FLOOR
ADMIRALTY CENTRE TOWER I
18 HARCOURT ROAD
HONG KONG
Original LaTeX notation
UNI-ASIA 
FINANCE CORPORATION
Registration No. CR-72229
Incorporated in the Cayman Islands with 
limited liability on 17 March 1997
Manager, Underwriter and Placement Agent
INVITATION IN RESPECT OF 
65,400,000 NEW SHARES OF 
US$0.16 EACH: -
a)  3,300,000 Offer Shares at S$0.55 
each by way of public offer;
b)  62,100,000 Placement Shares at  
S$0.55 each by way of placement, 
comprising:-
i)  57,640,000 Placement Shares 
at S$0.55 for each Placement 
Share by way of Placement 
Shares Application Forms (or 
such other forms of application 
as the Manager deems 
appropriate);
ii)  500,000 Internet Placement 
Shares at S$0.55 for each 
Internet Placement Share 
reserved for applications made 
through the Internet website of 
DBS Vickers Securities Online 
(Singapore) Pte Ltd; and
iii) 3,960,000 Reserved Shares at  
S$0.55 each reserved for our 
employees, business associates 
and others who have contributed 
to the success of our Group,
payable in full on application (subject 
to the Over-allotment Option). 
PROSPECTUS DATED 8 AUGUST 2007 (Registered by the Monetary Authority of Singapore on 8 August 2007)
This document is important. If you are in any doubt as to the action you should take, you should consult your 
legal, fi
 nancial, tax, or other professional adviser.
We have made an application to the Singapore Exchange Securities Trading Limited (“SGX-ST”) for 
permission to deal in, and for quotation of, all the ordinary shares of US$0.16 each (the “Shares”) in the 
capital of Uni-Asia Finance Corporation (the “Company”) already issued, the new shares which are the subject 
of this Invitation (the “New Shares”), the new Shares which may be issued upon the exercise of the options 
to be granted under the Uni-Asia Share Option Scheme (the “Option Shares”) and the new Shares which may 
be issued upon the exercise of the Over-allotment Option (as defi
 ned below) (the “Additional Shares”). Such 
permission will be granted when we have been admitted to the Offi
 cial List of the SGX-ST. The dealing and 
quotation of the Shares will be in Singapore dollars.
Acceptance of applications will be conditional upon, inter alia, permission being granted by the SGX-ST 
to deal in, and for quotation of, all the existing issued Shares, the New Shares, the Option Shares and the 
Additional Shares. If the completion of the Invitation does not occur because the SGX-ST’s permission is not 
granted or for any other reasons, moneys 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 benefi
 t arising therefrom and you will not 
have any claims against us or the Manager.
In connection with the Invitation, we have granted the Manager an over-allotment option (the “Over-allotment 
Option”) exercisable by the Manager during the period commencing on the date of commencement of trading 
of the Shares on the SGX-ST (the “Commencement Date”) and expiring on the date falling 30 days after 
the Commencement Date. The Manager may subscribe and/or procure subscribers for up to an aggregate 
of 9,810,000 Shares, representing 15 per cent. of the New Shares. The Manager may over-allot and effect 
transactions which stabilise or maintain the market price of the Shares, subject to compliance with the 
laws of Singapore. Such stabilisation, if commenced, may be discontinued by the Manager at any time at the 
Manager’s discretion in accordance with the laws of Singapore.
The SGX-ST assumes no responsibility for the correctness of any of the statements or opinions made or 
reports contained in this Prospectus. Admission to the Offi
 cial List of the SGX-ST is not to be taken as an 
indication of the merits of the Invitation, our Company, our subsidiaries, our Shares, the New Shares, the 
Option Shares or the Additional Shares.
A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the 
“Authority”) on 29 June 2007 and 8 August 2007 respectively. The Authority assumes no responsibility for the 
contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities 
and Futures Act (Cap. 289), or any other legal or regulatory requirements, have been complied with. The 
Authority has not, in any way, considered the merits of the shares or units of shares, as the case may be, 
being offered or in respect of which an invitation is made, for investment.
Investing in our Shares involves risks which are described in the section entitled “RISK FACTORS” of this 
Prospectus.
No Shares will be allotted and/or allocated on the basis of this Prospectus later than six months after the 
date of registration of this Prospectus.


UNI-ASIA FINANCE
CORPORATION
We are an Asia-based structured fi
 nance 
arrangement and Alternative Assets direct
investment fi
 rm. We provide transport-related 
fi
 nance arrangement and investment management
of alternative assets such as ships, distressed assets 
and real estate. Our offi
 ces in Tokyo, Hong Kong and 
Singapore serve clients that include established 
international shipping and aviation companies as 
well as transport conglomerates like the Evergreen 
Group and P.T. Berlian Laju Tanker TBK.


OUR BUSINESS
 Distressed Assets Investment 
> We invest in or purchase Non-Performing Loans (“NPLs”) and 
other distressed assets in Asia
> Between 1998 and 2004, we made 6 direct investments that 
included 24 NPL accounts, realising a return of over 8 times 
our investment within 6 years. In addition to our principal  
investments in NPLs, we have launched two private distressed 
investment funds - AAA Series I and II Funds
Property Investment 
Property Investment and Management -Japan
> Our associated company, Capital Advisers, is engaged in the 
investment in and management of residential and hotel related 
real estate assets in Japan 
> Capital Advisers manages and invests in private property 
funds and the size of assets under management is close to 
US$500 million
Principal Investment in Properties - PRC
> In January 2007, we established a wholly-owned property 
investment company, Uni-Asia Guangzhou, to explore property 
investment opportunities in the PRC
> In June 2007, Uni-Asia Guangzhou completed the acquisition of 
14 offi
 ce units in Guangzhou which will be leased to third parties
STRUCTURED FINANCE 
Our structured fi
 nance department provides an integrated 
service to clients by offering fi
 nancing solutions together 
with charter arrangement services tailor-made to our clients’ 
needs. Our services include acting as the arranger and agent 
for the structured fi
 nancing provided by third party fi
 nancial 
institutions, and offering tax-enhanced structured services and 
products, including mortgage fi
 nancing, tax-oriented leases,as 
well as export credit agency (“ECA”) backed credit, ship charter 
arrangement, and balance sheet management.
ALTERNATIVE ASSETS INVESTMENT 
Our Alternative Assets Investments division leverages on 
our specialist skills in structured fi
 nance arrangement and 
credit analysis to invest in, either as the principal investor or 
in partnership with other investors, three key Alternative 
Asset classes:  
Ship Investment 
> We invest in ships through equity investment in ship owning 
companies and investment funds
> Our strategy is to invest in ships for commercial use that will 
produce attractive investment returns due to the high expected 
demand for, or anticipated shortfall in the supply of these ships
> Since 2004, we have launched three private shipping 
investment funds – Searex Series I and II Funds, and the 
Akebono Fund
> Besides being an investor in the various funds, we have 
played a variety of roles including administrator, fi
 scal agent, 
registrar and project manager, which provides us with a 
monthly fee income


BUILDING ON OUR 
STRENGTHS FOR GROWTH
EXPERIENCED AND COMMITTED 
MANAGEMENT TEAM
> Executive Directors, Executive Offi
 cers and 
employees collectively own approximately 
19.7% of our post-Invitation issued share 
capital and we believe that this has helped 
align their interests with those of our 
Company.
> Clear understanding of industry 
requirements, client-driven focus and 
established investment strategy
SUCCESSFUL TRACK RECORD OF 
INTEGRATED CAPABILITIES IN OUR 
SPECIALIST FIELDS
> Comprehensive range of value-added and 
innovative structures
> Scalable execution capabilities
> Effective internal processes and practices
ABILITY TO LEVERAGE ON OUR LONG-
TERM RELATIONSHIPS WITH OUR WELL-
ESTABLISHED NETWORK
> We can leverage on our long-term 
business relationships, built through 
our investments, partners, corporate 
shareholders and brokers, to identify new 
business opportunities and to formulate 
new and innovative structures to address 
the requirements of business associates. 
Our corporate shareholders include 
Evergreen International S.A., HSH Nordbank 
AG, Exeno Yamamizu, and The Chuo Mitsui 
Trust & Banking Company, Limited
> We have a track record of obtaining repeat 
businesses from our existing clients as well 
as new referrals from existing network
> The strengths and geographical spread of 
these relationships enable us to provide 
cross-border services
OUR GROWTH STRATEGIES
We aim to be a leading Asia-based structured fi
 nance 
arrangement and Alternative Assets direct investment fi
 rm. 
We intend to build on our existing strengths in structured 
fi
 nance and Alternative Assets investments to provide 
one-stop and innovative fi
 nancing solutions to our clients 
as well as to explore and develop Alternative Assets 
investment opportunities by leveraging on our expertise and 
relationships.  We believe that globalisation and economic 
growth will offer us opportunities in terms of cross-border 
fi
 nancing and investments and allow us to build a wider 
presence and network within the region. 
IN SUMMARY, WE INTEND TO:
> Continue to focus and leverage on our 
integrated capabilities and well-established 
relationships
> Expand and diversify our structured fi
 nance 
client and Alternative Assets investment 
portfolios and broaden our geographic 
coverage within Asia
> Launch new ship investment funds
We intend to use the net proceeds received 
by us from the issue of the New Shares 
in the Invitation for investments in the 
Akebono Fund; new container vessels; ship 
investments; distressed assets and/or real 
estate assets.


OUR  FINANCIAL
PERFORMANCE
INCOME  BY BUSINESS 
SEGMENTS IN FY2006
OPERATING PROFIT
EBITDA (US$ million)
FY2004
8.1
FY2005
9.4
FY2006
10.0
CAGR 11.3%
TOTAL INCOME
Revenue (US$ million)
FY2005
18.3
FY2006
FY2004
14.8
19.5
CAGR 14.7%
NET PROFIT
Net Income (US$ million)
9.4
11.4
7.9
CAGR 20.0%
6.0%  Distressed assets 
 
Investment/ Management
6.3%  Others1
0.3%  Property Investment/
 
Management
1 This line item is referenced in Note 3 to the 
consolidated fi
 nancial statements of our 
Company for FY2006 under the line item 
“Unallocated”
FY2005 FY2006
FY2004
56.6%  Ship Investment/
 
Management
30.8%  Structured Finance


> 
Based on the mandates secured as at 
the  Latest Practicable Date, we expect 
to recognise fee income of approximately 
US$10.5 million in FY2007
> 
We also expect to receive fee income as 
well as investment returns in respect of 
new investment funds that are established,  
including the Akebono Fund
> 
The gross dividend payout ratio in respect of 
FY2007 is up to 50 per cent. of the Company’s 
consolidated profi
 ts available for distribution 
for FY2007
Applications for the Shares may be made through:
> ATMs of DBS Bank (including POSB), OCBC and UOB Group,
> Internet banking websites of DBS Bank and UOB Group, or
> Printed application forms which form part of the Prospectus
OUR INCOME STREAMS
INDICATIVE TIMETABLE
OVERVIEW OF INCOME STREAMS 
TO OUR GROUP
STRUCTURED FINANCE
ALTERNATIVE ASSETS 
INVESTMENT
LEGEND
Date and Time
Event
8 August 2007, 8:00 p.m.
Opening date and time for ATM applications
15 August 2007, 12:00 noon
Closing date and time for the Invitation
17 August 2007, 9:00 a.m.
Commence trading on a “ready” basis
Shipping Companies/
Ship Owners
> 
Finance arrangement fees
> 
Charter brokerage fees
> 
Agency fees
Joint Venture Ship Investments
> 
Investment returns
> 
Finance arrangement fees
> 
Project management fees
> 
Administration and 
agency fees
         Akebono Fund
> 
Investment returns
> 
Finance arrangement fees
> 
Administration and 
agency fees
> 
Project management fees
> 
Incentive fees
Property and Distressed 
Assets Investment
> 
Investment returns
> 
Incentive fees
> 
Administration and 
agency fees


Page
CORPORATE INFORMATION..............................................................................................................
4
DEFINITIONS........................................................................................................................................
6
GLOSSARY OF TECHNICAL TERMS..................................................................................................
14
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ..............................................
16
TAKE-OVERS........................................................................................................................................
18
PURCHASE BY OUR COMPANY OF OUR OWN SHARES ..............................................................
19
ATTENDANCE AT GENERAL MEETINGS ..........................................................................................
20
SELLING RESTRICTIONS ..................................................................................................................
21
DETAILS OF THE INVITATION
Listing on the SGX-ST ................................................................................................................
23
Indicative Timetable for Listing....................................................................................................
26
PLAN OF DISTRIBUTION ....................................................................................................................
27
PROSPECTUS SUMMARY
Overview......................................................................................................................................
29
Competitive Strengths ................................................................................................................
32
Prospects ....................................................................................................................................
33
Business Strategy and Future Plans ..........................................................................................
35
Consolidated Results of our Group ............................................................................................
36
Our Contact Details ....................................................................................................................
36
THE INVITATION ..................................................................................................................................
37
EXCHANGE RATES ............................................................................................................................
39
RISK FACTORS
Risks Relating to our Group........................................................................................................
40
Risks Relating to the Industries which We Operate In................................................................
44
Risks Relating to Ownership of our Shares ................................................................................
46
INVITATION STATISTICS ....................................................................................................................
49
USE OF PROCEEDS............................................................................................................................
50
DIVIDEND POLICY ..............................................................................................................................
51
SHARE CAPITAL..................................................................................................................................
52
PRINCIPAL SHAREHOLDERS
Ownership Structure....................................................................................................................
55
Moratorium ..................................................................................................................................
57
CAPITALISATION AND INDEBTEDNESS ..........................................................................................
58
CONTENTS
1


DILUTION..............................................................................................................................................
59
SELECTED FINANCIAL INFORMATION AND OTHER DATA
Consolidated Results of our Group ............................................................................................
60
Reconciliation of our Consolidated Results as set out 
in this Prospectus to our Audited Consolidated Financial Statements ....................................
61
Consolidated Financial Positions of our Group ..........................................................................
62
Pro Forma Financial Statements for the Financial Year ended 31 December 2006 ..................
64
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND 
RESULTS OF OPERATIONS
Overview......................................................................................................................................
65
Review of Results of Operations ................................................................................................
69
Review of Financial Position........................................................................................................
73
Indebtedness ..............................................................................................................................
74
Liquidity and Capital Resources..................................................................................................
75
Capital Expenditure, Investments, Divestments and Commitments............................................
77
Foreign Exchange Exposure ......................................................................................................
79
Critical Accounting Policies ........................................................................................................
80
Significant Changes in Accounting Policies ................................................................................
84
GROUP STRUCTURE ..........................................................................................................................
85
GENERAL INFORMATION ON OUR GROUP
Corporate Development ..............................................................................................................
87
Business Overview......................................................................................................................
90
Sales and Marketing ..................................................................................................................
102
Major Clients ..............................................................................................................................
102
Business Partners ......................................................................................................................
103
Intellectual Property ....................................................................................................................
104
Insurance ....................................................................................................................................
105
Regulations Governing our Group’s Activities in Hong Kong, Japan, Singapore 
and the PRC..............................................................................................................................
106
Seasonality..................................................................................................................................
109
Competition ................................................................................................................................
110
Competitive Strengths ................................................................................................................
110
Exchange Controls......................................................................................................................
112
Properties....................................................................................................................................
114
Prospects ....................................................................................................................................
115
Order Book..................................................................................................................................
117
Business Strategy and Future Plans ..........................................................................................
117
MANAGEMENT REPORTING STRUCTURE ......................................................................................
119
DIRECTORS, MANAGEMENT AND STAFF
Directors ......................................................................................................................................
120
Executive Officers........................................................................................................................
123
Management Committee ............................................................................................................
124
Employees ..................................................................................................................................
126
CONTENTS
2


Remuneration..............................................................................................................................
129
Service Agreements....................................................................................................................
130
CORPORATE GOVERNANCE ............................................................................................................
132
UNI-ASIA SHARE OPTION SCHEME..................................................................................................
134
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTERESTS
Interested Person Transactions ..................................................................................................
141
Potential Conflicts of Interests ....................................................................................................
143
DESCRIPTION OF OUR ORDINARY SHARES ..................................................................................
146
TAXATION ............................................................................................................................................
148
CLEARANCE AND SETTLEMENT ......................................................................................................
157
GENERAL AND STATUTORY INFORMATION
Information on Directors and Executive Officers ........................................................................
158
Share Capital ..............................................................................................................................
168
Bank Borrowings and Working Capital........................................................................................
168
Material Contracts ......................................................................................................................
168
Litigation ......................................................................................................................................
168
Management, Underwriting and Placement Arrangements ........................................................
168
Miscellaneous..............................................................................................................................
170
Consents ....................................................................................................................................
172
Responsibility Statement by our Directors ..................................................................................
172
Documents Available for Inspection ............................................................................................
173
APPENDIX A – Directors’ Report on the Consolidated Financial Statements for the Year 
ended 31 December 2004 ......................................................................................
A-2
Auditors’ Report on the Consolidated Financial Statements for the Year
ended  31 December 2004 ......................................................................................
A-5
Consolidated Financial Statements for the Year ended 31 December 2004 ............
A-6
APPENDIX B – Directors’ Report on the Consolidated Financial Statements for the Year 
ended 31 December 2005 ......................................................................................
B-2
Auditors’ Report on the Consolidated Financial Statements for the Year
ended  31 December 2005 ......................................................................................
B-5
Consolidated Financial Statements for the Year ended 31 December 2005 ............
B-6
APPENDIX C – Directors’ Report on the Consolidated Financial Statements for the Year 
ended 31 December 2006 ......................................................................................
C-2
Auditors’ Report on the Consolidated Financial Statements for the Year
ended  31 December 2006 ......................................................................................
C-5
Consolidated Financial Statements for the Year ended 31 December 2006 ............
C-6
APPENDIX D – Summary of the Constitution of our Company ..........................................................
D-1
APPENDIX E – Summary of Cayman Islands Company Law ............................................................
E-1
APPENDIX F – Rules of the Uni-Asia Share Option Scheme ............................................................
F-1
APPENDIX G – Terms, Conditions and Procedures for Application and Acceptance ........................
G-1
CONTENTS
3


BOARD OF DIRECTORS
:
Motokuni Yamashiro (Executive Director)
Kazuhiko Yoshida (Executive Director)
Michio Tanamoto (Executive Director)
Hamilton Jian Ren Chueh (Non-Executive Director)
Jörg Wilhelm Schelp (Non-Executive Director)
Robert Van Jin Nien (Non-Executive Director)
V-Nee Yeh (Independent Non-Executive Director)
Ang Miah Khiang (Independent Non-Executive Director)
Ronnie Teo Heng Hock (Independent Non-Executive Director)
JOINT COMPANY SECRETARIES
:
Joanna Lim Lan Sim, ACIS
Lim Aik Kun, ACIS
REGISTERED OFFICE
:
Ugland House
P
.O. Box 309
Grand Cayman
Cayman Islands
British West Indies
HEAD OFFICE AND PRINCIPAL
:
Suite A, 26th Floor
PLACE OF BUSINESS
Admiralty Centre Tower I
18 Harcourt Road
Hong Kong
SHARE REGISTRAR AND
:
Lim Associates (Pte) Ltd
SINGAPORE SHARE
3 Church Street #08-01
TRANSFER AGENT
Samsung Hub
Singapore 049483
MANAGER, UNDERWRITER AND
:
DBS Bank Ltd
PLACEMENT AGENT
6 Shenton Way
DBS Building Tower One
Singapore 068809
AUDITORS
:
PricewaterhouseCoopers 
Certified Public Accountants
22nd Floor Prince’s Building
Central
Hong Kong
Partner-in-charge: Colin Shaftesley
SOLICITORS TO THE INVITATION
:
Allen & Gledhill LLP
AND LEGAL ADVISERS TO THE
One Marina Boulevard #28-00
COMPANY ON SINGAPORE LAW
Singapore 018989
LEGAL ADVISERS TO THE
:
Harney Westwood & Riegels
COMPANY AS TO BRITISH
P
.O. Box 71 Road Town
VIRGIN ISLANDS LAW
Tortola, British Virgin Islands
CORPORATE INFORMATION
4


LEGAL ADVISERS TO THE
:
Maples and Calder
COMPANY AS TO CAYMAN
1504 One International Finance Centre
ISLANDS LAW
1 Harbour View Street
Hong Kong
LEGAL ADVISERS TO THE
:
Richards Butler
COMPANY AS TO HONG
20th Floor, Alexandra House
KONG LAW
16-20 Chater Road
Central
Hong Kong
LEGAL ADVISERS TO THE
:
Tanaka Law Office
COMPANY AS TO JAPAN LAW
10th Floor, Landic Akasaka Building
3-4 Akasaka 2-Chome
Minato-ku
Tokyo, 107-0052
Japan
LEGAL ADVISERS TO THE
:
Lauseed & Tittan Law Firm
COMPANY AS TO PRC LAW
11/F, Tower A
Chengjiandasha Plaza
18 Beitaipingzhuang Road
Beijing 100088
PRC
SOLICITORS TO THE MANAGER,
:
Rajah & Tann
UNDERWRITER AND
4 Battery Road #26-01
PLACEMENT AGENT
Bank of China Building
Singapore 049908
PRINCIPAL BANKERS
:
The Hong Kong and Shanghai Banking Corporation Limited
Pacific Place Branch
Two Pacific Place
88 Queensway
Hong Kong
Mizuho Corporate Bank Ltd
Hong Kong Branch
17/F, Two Pacific Place
88 Queensway 
Hong Kong 
Hang Seng Bank Limited
83 Des Voeux Road, Central
Hong Kong
RECEIVING BANK
:
DBS Bank Ltd
6 Shenton Way
DBS Building Tower One
Singapore 068809
CORPORATE INFORMATION
5


In this Prospectus and the accompanying Application Forms, the following definitions apply where the
context so admits:-
“AAA”
:
AAA Strategic Investment Limited, a company incorporated in
the Cayman Islands and held by a charitable trust. AAA owns
and operates the AAA Series I Fund and AAA Series II Fund 
“AAA Series I Fund”
:
The investment fund owned and operated by AAA, comprising
the proceeds from the issue of the AAA Series I Notes and the
assets into which any such proceeds have been converted 
“AAA Series I Notes”
:
The US$5 million of Performance Notes issued by AAA to our
Company and one other investor which is an independent third
party 
“AAA Series II Fund”
:
The investment fund owned and operated by AAA, comprising
the proceeds from the issue of the AAA Series II Notes and the
assets into which any such proceeds have been converted 
“AAA Series II Notes”
:
The US$15 million of Performance Notes issued by AAA to our
Company and the same investor who subscribed to the AAA
Series I Notes 
“Additional Shares”
:
Up to 9,810,000 new Shares (representing 15 per cent. of the
New Shares) which may be issued on the terms and subject to
the conditions of this Prospectus, upon the exercise of the Over-
allotment Option by the Manager
“Akebono Capital Limited”
:
Akebono Capital Limited, a company incorporated in the British
Virgin Islands and held by a charitable trust. Akebono Capital
Limited owns and operates the Akebono Fund
“Akebono Fund”
:
The investment fund owned and operated by Akebono Capital
Limited, comprising the proceeds from the issue of the
Performance Notes and the assets into which any such
proceeds have been converted
“Application Forms”
:
The printed application forms to be used for the purpose of the
Invitation and which form part of this Prospectus
“Application List”
:
The list of applications for subscription of the New Shares
“Articles” or “Articles of 
:
The articles of association of the Company as adopted on 26
Association”
June 2007 and as amended from time to time
“Associate”
:
(a)
In relation to any Director, chief executive officer,
Substantial Shareholder or Controlling Shareholder (being
an individual) means:
(i)
his immediate family;
(ii)
the trustees, acting in their capacity as such
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
DEFINITIONS
6


(iii)
any company in which he and his immediate family
together (directly or indirectly) have an interest of 30
per cent. or more of the aggregate of the nominal
amount of all the voting shares; and
(b)
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 per cent. or more
“associated company”
:
A company in which at least 20% but not more than 50% of its
shares are held by our Group
“ATM”
:
Automated teller machines of a Participating Bank
“Audit Committee”
:
The audit committee of our Company for the time being
“Board” or “Board of Directors”
:
The board of Directors of our Company as at the date of this
Prospectus, unless otherwise stated
“Capital Advisers”
:
Capital Advisers Co., Ltd, a company incorporated on 24
February 2000 in Japan and an associated company of our
Company 
“Cayman Companies Law”
:
The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated
and revised) of the Cayman Islands 
“CMTB”
:
The Chuo Mitsui Trust and Banking Co. Ltd, a company
incorporated in Japan 
“Companies Act”
:
The Companies Act (Chapter 50) of Singapore
“Companies Ordinance”
:
The Companies Ordinance (Chapter 32 of the Laws of Hong
Kong) 
“Company” or “Uni-Asia”
:
Uni-Asia 
Finance 
Corporation, 
an 
exempted 
company
incorporated on 17 March 1997 in the Cayman Islands with
limited liability 
“Controlling Shareholder”
:
In relation to a corporation,
(a)
person who has an interest in the voting shares of a
corporation and who exercises control over the
corporation; or
(b)
a person who has an interest of 15 per cent. or more of
the aggregate of the nominal amount of all the voting
shares in a corporation, unless he does not exercise
control over the corporation
“Directors”
:
The directors of our Company as at the date of this Prospectus,
unless otherwise stated
“ECA”
:
Export credit agency 
DEFINITIONS
7


“Electronic Applications”
:
Applications for the Offer Shares made through an ATM or
through IB websites in accordance with the terms and conditions
of this Prospectus
“EPS”
:
Earnings per Share
“EuroAsia II”
:
EuroAsia II, Inc., a private company incorporated in Panama,
whose principal activity is ship owning
“Evergreen” or “Evergreen 
:
Evergreen International S.A., a private company incorporated in 
International S.A.”
Panama and part of the Evergreen Group, a Substantial
Shareholder of our Company 
“Evergreen Group”
:
Evergreen and its subsidiaries including Evergreen International
Storage and Terminal Corp, EVA Airways, Evergreen Marine
Corp., Gaining Enterprise S.A., Greencompass Marine S.A.,
Evergreen Marine (UK) Limited (formerly known as Hatsu
Marine Limited), Italia Marittima and Evergreen International
Corp.
“Executive Directors”
:
The executive Directors of our Company as at the date of this
Prospectus
“Executive Officers”
:
The executive officers of our Group as at the date of this
Prospectus 
“Exeno Yamamizu” or “Yamamizu”
:
Exeno Yamamizu Corporation, a company incorporated in Japan
“FY”
:
Financial year ended or, as the case may be, ending 31
December
“GCAP Fund”
:
YK Japan Residential Holdings, a fund established in 2004
which is jointly managed by Grosvenor Asia and Capital
Advisers through Grosvenor Capital Advisers Fund Management
Co., Ltd.
“Grosvenor”
:
Grosvenor Group Limited, an international property company
incorporated in the United Kingdom 
“Grosvenor Asia”
:
The group of companies within the Grosvenor Group which
operates the businesses of Grosvenor in Asia 
“Grosvenor Group”
:
Grosvenor and its subsidiaries
“Group”
:
Our Company together with our subsidiaries 
“Harmonic Shipping”
:
Harmonic Shipping S.A., a private company incorporated in
Panama, engaged in the business of ship owning
“Hatsu Marine”
:
Evergreen Marine (UK) Limited, formerly known as Hatsu Marine
Limited, a company incorporated in the UK and part of the
Evergreen Group 
“Hong Kong”
:
The Hong Kong Special Administrative Region of the PRC 
“HSH Nordbank”
:
HSH Nordbank AG, a company incorporated in Germany 
DEFINITIONS
8


“IB”
:
Internet Banking
“Independent Directors” or
:
The independent non-executive Directors of our Company as at
“Independent Non-Executive
the date of this Prospectus
Directors”
“Infinite Asset”
:
Infinite Asset Management (Pte.) Limited, a wholly-owned
subsidiary of Akebono Capital Limited and the intermediate
holding company for the shipping SPCs incorporated in
Singapore
“Internet Placement Shares”
:
The 500,000 Placement Shares available for application through
the Internet website of DBS Vickers Securities Online
(Singapore) Pte Ltd, subject to and on the terms and conditions
of this Prospectus
“Invitation”
:
The invitation by us to the public in Singapore to subscribe for
the New Shares at the Invitation Price, subject to and on the
terms and conditions of this Prospectus
“Invitation Price”
:
S$0.55 for each New Share  
“Italia Marittima”
:
Italia Marittima S.p.A., formerly known as Lloyd Triestino di
Navigazione S.p.A., a company incorporated in Italy and part of
the Evergreen Group 
“Latest Practicable Date”
:
19 June 2007, being the latest practicable date for the purposes
of lodgment of this Prospectus
“Listing Date”
:
The date trading in the Shares commences on the SGX-ST
“Listing Manual”
:
The Listing Manual of the SGX-ST
“Management and Underwriting 
:
The conditional management and underwriting agreement dated 
Agreement”
8 August 2007 entered into between our Company, the Manager
and the Underwriter relating to the Invitation 
“Market Day”
:
A day on which the SGX-ST is open for trading in securities
“Matin Shipping Limited”
:
Matin Shipping Limited, a company incorporated in Hong Kong,
engaged in the business of ship owning
“Memorandum” or “Memorandum  
:
The memorandum of association of the Company as adopted on 
of Association”
26 June 2007 and as amended from time to time 
“MOFTEC”
:
The Ministry of Foreign Trade and Economic Cooperation of the
PRC
“NAV”
:
Net asset value
“New Shares”
:
The 65,400,000 Shares which are the subject of this Invitation
“NTA”
:
Net tangible assets
“Offer”
:
The offer by our Company of the Offer Shares to the public in
Singapore for subscription at the Invitation Price, subject to and
on the terms and conditions of this Prospectus
DEFINITIONS
9


“Offer Shares”
:
3,300,000 New Shares which are the subject of the Offer
“Option”
:
The right to subscribe for Shares granted or to be granted to an
employee pursuant to the Scheme and for the time being
subsisting
“Option Shares”
:
The new Shares which may be allotted and issued upon the
exercise of the Options pursuant to the Scheme 
“Over-allotment Option”
:
The option granted by us to the Manager to require us to issue
up to 9,810,000 Additional Shares at the Invitation Price solely
for the purpose of covering over-allotment of Shares (if any),
upon the terms and subject to and on the terms and conditions
of this Prospectus and referred to in the section entitled “Over-
allotment and Stabilisation” of this Prospectus
“Pacific Leasing Corporation”
:
, a company incorporated in the PRC and an
independent third party 
“Panmax”
:
Panmax Tanker S.A., a special purpose company established in
Panama
“PER”
:
Price earnings ratio
“Placement”
:
The placement of the Placement Shares by the Placement
Agent on behalf of our Company for subscription at the Invitation
Price, subject to and on the terms and conditions of this
Prospectus
“Placement Shares”
:
62,100,000 of the New Shares (including the Internet Placement
Shares and the Reserved Shares), which are the subject of the
Placement
“PRC” or “China”
:
The People’s Republic of China which, for the purposes of this
Prospectus and for geographical reference, excludes Hong
Kong, the Macau Special Administrative Region and Taiwan
“Prospectus”
:
This Prospectus dated 8 August 2007 issued by our Company in
respect of the Invitation
“Reserved Shares”
:
The 3,960,000 Placement Shares reserved for our employees,
business associates and others who have contributed to the
success of our Group
“Rich Containership S.A.”
:
A special purpose company incorporated in Panama, engaged in
the business of ship owning
“Scheme”
:
The Uni-Asia Share Option Scheme adopted by our Company
on 26 June 2007 and as described in the section entitled “Uni-
Asia Share Option Scheme” of this Prospectus
“Searex”
:
Searex Asset Management Limited, a company incorporated in
the British Virgin Islands and held by a charitable trust. Searex
owns and operates the Searex Series I Fund and Searex Series
II Fund 
DEFINITIONS
10


“Searex Series I Fund”
:
The investment fund owned and operated by Searex comprising
the proceeds from the issue of the Searex Series I Notes, the
assets into which any such proceeds have been converted and
all loans advanced to Searex in relation to shipping interests
acquired for the benefit of the holders of the Searex Series I
Notes 
“Searex Series I Notes”
:
The US$17 million Performance Notes issued by Searex to our
Company and five other investors 
“Searex Series II Fund”
:
The investment fund owned and operated by Searex comprising
the proceeds from the issue of the Searex Series II Notes, the
assets into which any such proceeds have been converted and
all loans advanced to Searex in relation to shipping interests
acquired for the benefit of the holders of the Searex Series II
Notes 
“Searex Series II Notes”
:
The US$23 million Performance Notes issued by Searex to the
same investors who subscribed for the Searex Series I Notes
and to four additional new investors
“Securities Account”
:
The securities account maintained by a depositor with CDP
“Service Agreements”
:
The service agreements entered into between our Company and
each of our Executive Directors Mr. Motokuni Yamashiro, Mr.
Kazuhiko Yoshida and Mr. Michio Tanamoto
“SFA”
:
The Securities and Futures Act (Chapter 289) of Singapore
“SFC”
:
The Securities and Futures Commission of Hong Kong  
“SFO”
:
Securities and Futures Ordinance, Chapter 571 of the Laws of
Hong Kong  
“Share Lending Agreement”
:
An agreement dated 8 August 2007 entered into between Mr.
Motokuni Yamashiro and the Manager pursuant to which Mr.
Motokuni Yamashiro may lend up to 9,810,000 Shares to the
Manager representing 15 per cent. of the New Shares, for the
purpose of facilitating settlement of the over-allotment of Shares
(if any) in connection with the Invitation
“Shareholders”
:
Registered holders of Shares
“Shares”
:
Ordinary shares of US$0.16 each in the capital of our Company
“SPC”
:
Special purpose company
“Substantial Shareholders”
:
Persons who have an interest in the Shares, the nominal amount
of which is not less than 5 per cent. of the aggregate of the
nominal amount of all the voting Shares of our Company
“Sunrise Shipping S.A.”
:
Sunrise Shipping S.A., a private company incorporated in
Panama, engaged in the business of ship owning 
“Uni-Asia Guangzhou”
:
, or Uni-Asia Guangzhou Property
Management Company Limited, a private company incorporated
in Guangzhou, the PRC, engaged in the business of property
investment and management  
DEFINITIONS
11


“Uni-Ships and Management 
:
Uni-Ships and Management Limited, a company incorporated in 
Limited”
Hong Kong. Uni-Ships and Management Limited is a joint
venture between Maritime 24 (Pte) Ltd, Uni-Asia, Uni-Fast
Limited and Wealth Ocean which each respectively has a
shareholding of 30%, 30%, 30% and 10%. It provides project
management, accounting and administration services to Uni-
Asia’s investment fund vehicles 
“UK” or “United Kingdom”
:
England, Wales, Scotland and Northern Ireland 
“US”, “USA” or “United States”
:
The United States of America 
“Wealth Ocean”
:
Wealth Ocean Services Limited, a company incorporated in
Hong Kong and an independent third party. Wealth Ocean is
engaged in marine-related activities  
Currencies, Units of Measurement and Others
“€”
:
Euro, the lawful currency of certain nations within the European
Union
“HK$”
:
Hong Kong dollars, the lawful currency of Hong Kong
“JPY” or “Yen”
:
Japanese Yen, the lawful currency of Japan 
“%” or “per cent.”
:
Per centum or Percentage
“Renminbi” or “RMB”
:
PRC Renminbi, the lawful currency of the People’s Republic of
China
“S$” and “cents”
:
Singapore dollars and cents respectively, the lawful currency of
the Republic of Singapore
“sq ft”
:
Square feet
“sq m”
:
Square metres
“US dollars” or “US$”
:
United States dollars, the lawful currency of the United States of
America 
Other Corporations and Agencies
“CDP”
:
The Central Depository (Pte) Limited
“CPF”
:
The Central Provident Fund
“DBS”, “DBS Bank”, “Manager”, 
:
DBS Bank Ltd
“Underwriter”, “Placement 
Agent” or “Receiving Bank”
“MAS” or the “Authority”
:
The Monetary Authority of Singapore
“Participating Banks”
:
DBS Bank (including POSB), United Overseas Bank Limited
(“UOB”) and its subsidiary, Far Eastern Bank Limited (the “UOB
Group”), and Oversea-Chinese Banking Corporation Limited
(“OCBC”)
DEFINITIONS
12


“SGX-ST”
:
Singapore Exchange Securities Trading Limited
“Share Registrar”
:
Lim Associates (Pte) Ltd
In this Prospectus, unless otherwise specified, conversions of US dollars into Singapore dollars are
based on the rate of US$1.00 to S$1.52 and conversions of Yen to US dollars are based on the rate of
US$1.00 to 118.9 Yen. This exchange rate is for reference only. No representation is made by us that any
amount in US$ has been, could have been or could be converted at the above rates or at any other rates
or at all.
All figures are translated (where relevant) for the purposes of this Prospectus from square metre, to
square feet at 1 square metre = 10.764 square feet.
The expressions “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings
ascribed to them respectively in Section 130A 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 Prospectus, the Application Forms and Electronic Applications 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 Cayman Companies Law, the SFA or any statutory
modification thereof and used in this Prospectus, the Application Forms and Electronic Applications shall,
where applicable, have the meaning assigned to it under the Companies Act, the Cayman Companies
Law, the SFA or any statutory modification thereof, as the case may be.
Any reference in this Prospectus, the Application Forms and the Electronic Applications 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 Prospectus shall be a reference to Singapore time unless otherwise
stated.
References in this Prospectus to “our Group”, “we”, “our”, and “us” refer to our Group.
Certain names with Chinese or Japanese characters have been translated into English names. Such
translations are provided solely for the convenience of Singapore-based investors and for identification
purposes only. They may not be registered with the relevant PRC or Japanese authorities (as the case
may be) and should not be construed as representations that the English names actually represent the
Chinese or Japanese characters. In the case of any inconsistency between the English names and their
respective official Chinese or Japanese names (as the case may be), the Chinese or Japanese names
shall prevail.
Any discrepancies in the tables included herein between the listed amounts and the totals thereof are due
to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of
the figures that precede them.
DEFINITIONS
13


To facilitate a better understanding of our business, the following glossary provides a description of some
of the technical terms and abbreviations as they relate to us and as they are used in this Prospectus, and
may not correspond to standard industry definitions or usage of the terms:
“Alternative Assets”
:
A general term to describe non-mainstream investment assets. For Uni-
Asia, at the Latest Practicable Date, the Alternative Assets we invest in
include ships, distressed assets (including NPLs and other distressed
assets in Asia (excluding Japan)), property (including hotel and
residential properties in Japan and commercial properties in the PRC) 
“Bareboat Charter”
:
Charter in which a bare ship is chartered without crew. The Charterer
takes over the vessel for a stipulated sum with minimum restrictions,
usually for five or more years 
“Bulk Carriers”
:
A ship designed for homogeneous cargo stowed in bulk and not enclosed
in any container
“Bunkers”
:
Fuel for vessels. Type will vary depending upon propulsion mode of
vessel. Steamships use heavy fuel oil, diesels use range of fuels from
heavy to light, and gas turbines generally use kerosene 
“Charterer”
:
Person given use of vessel or all or part of the carrying capacity of a
vessel to transport cargo/passengers for specified time 
“Charter Party”
:
Document of contract/agreement by which shipowner agrees to lease and
the Charterer agrees to hire entire ship and all/ part of cargo space for
agreed sum under certain conditions 
“Charter Rates”
:
The tariff applied for chartering tonnage in a particular trade 
“DWT”
:
Dead Weight Tons is the total weight of a vessel including all items on
board the vessel when the vessel is loaded to her maximum loading limit 
“Handy Max”
:
Tankers of about 40,000 to 60,000 DWT 
“Handy Size”
:
Tankers of about 10,000 to 40,000 DWT 
“IRR”
:
Internal rate of return, which is the interest rate received for an
investment that consists of payments and income. The IRR is the interest
rate corresponding to a zero net present value. Net IRR takes into
account direct transaction costs of a transaction
“NPL(s)”
:
Non-performing loan whereby the borrower of the loan is in default or is
highly likely to default. Collateral or guarantees agreed for the loan,
therefore, may or may not be available when such loan is in default 
“Performance Notes”
:
An evidence of entitlement issued by the issuer of the note pursuant to a
deed of covenant created by the issuer and subscribed by the note
holders pursuant to a subscription agreement. They are redeemed semi-
annually, in whole or in part, calculated based on net cash recovered
from the underlying assets of the issuer. Note redemptions are
determined based on the total original cost of recovered assets less the
deduction of fees and other expenses incurred in recovery of such
assets. Recovery amounts from assets in excess of that required for
performance note repayments are paid out as interest on the
performance note
GLOSSARY OF TECHNICAL TERMS
14


“TEU”
:
Twenty foot equivalent unit
“Time Charter”
:
Charter for varying periods of time, typically between one and 10 years,
under which owner hires out vessel to Charterer, fully manned,
provisioned, stored and insured. The Charterer is usually responsible for
bunkers, port charges, canal tolls and any crew overtime connected with
cargo 
“Tokumei Kumiai” or “TK”
:
A form of silent partnership structure used in Japan. TK is used in very
sophisticated cross-border tax structuring and is created by a contractual
agreement between two or more parties: the “proprietor” or “operator” and
the “silent” or “limited” partners. The silent partner contributes cash or
asset to the operator who manages asset for the business designated in
the partnership agreement. The economic benefits are shared between
the parties
GLOSSARY OF TECHNICAL TERMS
15


All statements contained in this Prospectus, statements made in press releases and oral statements that
may be made by us or our Directors, Executive Officers or employees acting on our 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 Prospectus regarding matters that are not historical fact,
are only predictions. 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 expressed or implied by these forward-
looking statements. These risks, uncertainties and other factors include, among others:
(a) 
changes in political, social and economic conditions and the regulatory environment in Hong Kong,
the PRC, Japan and other countries in which we conduct business;
(b) 
changes in currency exchange rates;
(c) 
our anticipated growth strategies and expected internal growth;
(d) 
changes in customer preferences;
(e) 
changes in competitive conditions and our ability to compete under such conditions;
(f) 
changes in our future capital needs and the availability of financing and capital to fund such needs;
and
(g) 
other factors beyond our control.
Some of these risk factors are discussed in more detail under the section entitled “Risk Factors” of this
Prospectus.
Given the risks and uncertainties that may cause our actual future results, performance or achievements
to be materially different than expected, expressed or implied by the forward-looking statements in this
Prospectus, undue reliance must not be placed on these statements which apply only as at the date of
this Prospectus. Neither our Company, the Manager, Underwriter and Placement Agent, nor any other
person represents or warrants that our actual future results, performance or achievements will be as
discussed in those statements.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
16


Our actual results may differ materially from those anticipated in these forward-looking statements as a
result of the risks faced by us. We and the Manager, Underwriter and Placement Agent, disclaim any
responsibility to update any of those forward-looking statements or publicly announce any revisions to
those forward-looking statements to reflect future developments, events or circumstances. We are,
however, subject to the provisions of the SFA and the Listing Manual of the SGX-ST regarding corporate
disclosure. In particular, pursuant to Section 241 of the SFA, if after this Prospectus is registered but
before the close of the Invitation, we become aware of (a) a false or misleading statement or matter in
this Prospectus; (b) an omission from this Prospectus of any information that should have been included
in it under Section 243 of the SFA; or (c) a new circumstance that has arisen since this Prospectus was
lodged with the Authority and would have been required by Section 243 of the SFA to be included in this
Prospectus, if it had arisen before this Prospectus was lodged and that is materially adverse from the
point of view of an investor, we may lodge a supplementary or replacement Prospectus with the Authority.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
17


Pursuant to Section 88 of the Cayman Companies Law, where a scheme or contract involving the transfer
of Shares or any class of shares in the Company to another company, whether a company (the
“transferee company”) has, within four months after the making of the offer in that behalf by the
transferee company, been approved by the holders of not less than 90 per cent. in value of the shares
affected, the transferee company may, at any time within two months after the expiration of the said four
months, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire his
shares, and where such notice is given the transferee company shall, unless on an application made by
the dissenting shareholder within one month from the date on which the notice was given, unless the
court thinks fit to order otherwise, be entitled and bound to acquire those shares on the terms on which
under the scheme or contract the shares of the approving shareholders are to be transferred to the
transferee company.
Apart from Section 88 of the Cayman Companies Law, there are no other statutory requirements under
any Cayman Islands laws or regulations on take-over offers for our Shares which would be applicable to
us.
With effect from 15 October 2005 and following legislative amendments to the SFA, we are subject to
Sections 138, 139 and 140 of the SFA and the Singapore Code on Take-overs and Mergers
notwithstanding that we are a corporation incorporated in the Cayman Islands.
TAKE-OVERS
18


Under the laws of the Cayman Islands, a company may, if authorised by its articles of association,
purchase its own shares. Our Company has such power to purchase our own Shares pursuant to Article
14 of our Articles. Such power to purchase our own Shares shall, subject to the Cayman Companies Law
and our Articles (and if applicable, the rules and regulations of the SGX-ST and other regulatory
authorities), be exercisable by our Directors upon such terms and subject to such conditions as they think
fit, in accordance with Article 14.
Under the laws of the Cayman Islands, such purchases may be effected out of profits of our Company or
out of proceeds of a fresh issue of Shares made for that purpose or, in the manner authorised by our
Articles, by a payment out of capital. At no time may our Company purchase our Shares if, as a result of
the purchase, there would no longer be any member of our Company holding our Shares. Only fully paid
Shares may be purchased by our Company. A payment out of capital by our Company for the purchase of
our Shares is not lawful unless immediately following the date on which the payment out of capital is
proposed to be made, our Company shall be able to pay our debts as they fall due in the ordinary course
of business. Shares purchased by our Company shall be treated as cancelled and our Company’s issued,
but not our authorised, capital will be diminished accordingly.
For further details on the constitution of our Company, please refer to Appendix D of this Prospectus.
Our Company presently has no intention of purchasing our own Shares after the listing. However, if we
decide to do so later, we will seek our Shareholders’ approval in accordance with our Articles and the
rules of the SGX-ST.
Our Company will make prompt public announcement of any such share purchase and has also given an
undertaking to the SGX-ST to comply with all requirements that the SGX-ST may impose in the event of
any such share purchase.
PURCHASE BY OUR COMPANY OF OUR OWN SHARES
19


Under the Cayman Companies Law, only those persons who agree to become shareholders of a Cayman
Islands company and whose names are entered on the register of members of such a company are
considered members, with rights to attend and vote at general meetings. Accordingly, Depositors holding
Shares through CDP would not be recognised as members of our Company, and would not have a right
to attend and to vote at general meetings of our Company. In the event that Depositors wish to attend
and vote at general meetings of our Company, CDP will have to appoint them as proxies, pursuant to the
Articles. In accordance with Article 63(b), unless CDP specifies otherwise in a written notice to our
Company, CDP shall be deemed to have appointed as CDP’s proxies each of the Depositors who are
individuals and whose names are shown in the records of CDP
, as at a time not earlier than forty-eight
(48) hours prior to the time of the relevant general meeting, supplied by CDP to our Company. Therefore,
Depositors who are individuals can attend and vote at the general meetings of our Company without the
lodgment of any proxy form. Depositors who cannot attend a meeting personally may enable their
nominees to attend as CDP’s proxies. Depositors who are not individuals can only be represented at a
general meeting of our Company if their nominees are appointed by CDP as CDP’s proxies. Proxy forms
appointing nominees of Depositors as proxies of CDP would need to be executed by CDP as members
and must be deposited at the specified place and within the specified time frame to enable the nominees
to attend and vote at the relevant general meeting of our Company.
ATTENDANCE AT GENERAL MEETINGS
20


Singapore
This Prospectus does not constitute an offer, solicitation or invitation to subscribe for the New Shares in
any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or 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 regulatory requirements of
any jurisdiction, except for the filing and/or registration of this Prospectus in Singapore in order to permit
an offering of the New Shares and the distribution of this Prospectus in Singapore. The distribution of this
Prospectus and the offering of the New Shares in certain jurisdictions may be restricted by the relevant
laws in such jurisdictions. Persons who may come into possession of this Prospectus are required by us
and the Manager, Underwriter 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 and the Manager,
Underwriter and Placement Agent. Persons to whom a copy of this Prospectus has been issued shall not
circulate the same to any other person or reproduce or otherwise distribute this Prospectus or any
information herein for any purpose whatsoever, nor permit or cause the same to occur.
Hong Kong
The Underwriter has represented and agreed that:
(a)
it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any
New Shares other than (i) to “professional investors” as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other
circumstances which do not result in the document being a “prospectus” as defined in the
Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public
within the meaning of that Ordinance; and
(b)
it has not issued or had in its possession for the purposes of issue, and will not issue or have in its
possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,
invitation or document relating to the New Shares, which is directed at, or the contents of which are
likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to New Shares which are or are intended to
be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in
the Securities and Futures Ordinance (Cap. 571) and any rules made under that Ordinance.
The contents of this Prospectus have not been reviewed by any regulatory authority in Hong Kong. You
are advised to exercise caution in relation to the Invitation. If you are in any doubt about any of the
contents of this Prospectus, you should obtain independent professional advice.
Japan
No public offering or secondary offering of our Company’s Shares within the meaning of the Securities
and Exchange Law will be made in Japan, and thus no registration statement in respect of the offering
and placement of our Company’s Shares will be filed. Therefore, this Prospectus may not be issued,
circulated, distributed or otherwise used in Japan except as mentioned below.
This Prospectus may be issued only for the purpose of private placement within the meaning of the
above Law. In this connection, a notification of the private placement will be filed with the financial
authority pursuant to the provision of the Cabinet Office Ordinance on the Disclosure of Corporate Affairs
and Other Matters.
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a “Relevant Member State”) an offer to the public of any New Shares contemplated by
this Prospectus may not be made in that Relevant Member State except that an offer to the public in that
Relevant Member State of any New Shares may be made at any time under the following exemptions
under the Prospectus Directive, if they have been implemented in that Relevant Member State:
(a)
to legal entities which are authorised or regulated to operate in the financial markets or, if not so
authorised or regulated, whose corporate purpose is solely to invest in securities;
SELLING RESTRICTIONS
21


(b)
to any legal entity which has two or more of (i) an average of at least 250 employees during the
last financial year; (ii) a total balance sheet of more than €43,000,000; and (iii) an annual net
turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
(c)
by the Underwriter to fewer than 100 natural or legal persons (other than qualified investors as
defined in the Prospectus Directive) subject to obtaining the prior consent of the Underwriter for
any such offer; or
(d)
in any other circumstances falling within Article 3(2) of the Prospectus Directive, 
provided that no such offer of New Shares shall result in a requirement for the publication by us or the
Underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an “offer to the public” in relation to any New Shares in
any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and any New Shares to be offered so as to enable an investor to
decide to purchase any New Shares, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive”
means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member
State.
United Kingdom
The Underwriter has represented, warranted and agreed that:
(a)
it has only communicated or caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) received by
it in connection with the issue or sale of any New Shares in circumstances in which section 21(1)
of the FSMA does not apply to us; and
(b)
it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the New Shares in, from or otherwise involving the United Kingdom.
United States of America
The New Shares have not been and will not be registered under the Securities Act and may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in
certain transactions exempt from the registration requirements of the Securities Act. Terms used in this
paragraph have the meanings given to them by Regulation S.
The New Shares are subject to U.S. tax law requirements and may not be offered, sold or delivered within
the United States or its possessions or to a United States person, except in certain transactions permitted
by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the United
States Internal Revenue Code and regulations thereunder.
The Underwriter has agreed that, except as permitted by the Placement Agreement, it will not offer, sell
or deliver New Shares, (i) as part of their distribution at any time or (ii) otherwise until 40 days after the
later of the commencement of the offering of New Shares and the closing date, within the United States
or to, or for the account or benefit of, U.S. persons, and such Underwriter will have sent to each dealer to
which it sells New Shares during the distribution compliance period relating thereto a confirmation or
other notice setting forth the restrictions on offers and sales of the New Shares within the United States
or to, or for the account or benefit of, U.S. persons.
In addition, until 40 days after the later of the commencement of the offering of New Shares and the
closing date, any offer or sale of New Shares within the United States by any dealer (whether or not
participating in the offering) may violate the registration requirements of the Securities Act.
SELLING RESTRICTIONS
22


LISTING ON THE SGX-ST 
We have applied to the SGX-ST for permission to deal in and for quotation of, all our existing issued
Shares, the New Shares, the Additional Shares and the Option Shares. Such permission will be granted
when our Company has been admitted to the Official List of the SGX-ST. Acceptance of applications will
be conditional upon, inter alia, permission being granted by the SGX-ST to deal in, and for quotation of,
all our existing issued Shares, the New Shares, the Additional Shares and the Option Shares. Monies
paid in respect of any application accepted will be returned to you, without interest or any share of
revenue or other benefit arising therefrom and at your own risk, if the said permission is not granted or for
any other reasons (including where the Authority issues a stop order) and you will not have any claims
whatsoever against us and the Manager, Underwriter and Placement Agent.
In connection with the Invitation, we have granted to the Manager an Over-allotment Option exercisable
by the Manager during the period commencing on the date of commencement of trading of the Shares on
the SGX-ST (the “Commencement Date”) and expiring on the date falling 30 days after the
Commencement Date. The Manager may subscribe for up to an aggregate of 9,810,000 Additional
Shares, representing approximately 15 per cent. of the New Shares, solely to cover over-allotments of
Shares (if any) in the Invitation. In connection with the Invitation, the Manager may over-allot or effect
transactions which stabilise or maintain the market price of the Shares, subject to compliance with the
laws of Singapore. Such stabilisation, if commenced, may be discontinued by the Manager at any time at
the Manager’s discretion in accordance with the laws of Singapore.
The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or
reports contained in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an
indication of the merits of the Invitation, our Company, our subsidiaries, our Shares, the New Shares, the
Option Shares or the Additional Shares.
A copy of this Prospectus has been lodged with and registered by the Authority. The Authority assumes
no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does
not imply that the SFA, or any other legal or regulatory requirements, have been complied with. The
Authority has not, in any way, considered the merits of our Shares, the New Shares, the Option Shares or
the Additional Shares, as the case may be, being offered or in respect of which an invitation is made, for
investment.
We are subject to the provisions of the SFA and the Listing Manual regarding corporate disclosure. In
particular, if after this Prospectus is registered but before the close of the Invitation, we become aware of:
(a)
a false or misleading statement or matter in the Prospectus;
(b)
an omission from this Prospectus of any information that should be have been included in it under
Section 243 of the SFA; or 
(c)
a new circumstance that has arisen since this Prospectus was lodged with the Authority which
would have been required by Section 243 of the SFA to be included in this Prospectus if it had
arisen before this Prospectus was lodged,
that is materially adverse from the point of view of an investor, we may lodge a supplementary or
replacement prospectus with the Authority pursuant to Section 241 of the SFA.
Where applications have been made for the New Shares prior to the lodgment of the supplementary or
replacement prospectus, we shall, within seven days from the date of lodgment of the supplementary or
replacement prospectus, either:
(a)
provide the applicants with a copy of the supplementary or replacement prospectus and, as the
case may be, provide the applicants with an option to withdraw their applications; or 
DETAILS OF THE INVITATION
23


(b)
subject to compliance with the Cayman Companies Law, treat the applications as withdrawn and
cancelled and return all monies paid, without interest or any share of revenue or other benefit
arising therefrom, in respect of any application accepted within seven days from the date of
lodgment of the supplementary or replacement prospectus.
Any applicant who wishes to exercise his option to withdraw his application shall, within 14 days from the
date of lodgment of the supplementary or replacement prospectus, notify us whereupon we shall, within
seven days from the receipt of such notification, return the application monies without interest or any
share of revenue or other benefit arising therefrom and at the applicant’s own risk.
Under the SFA, the Authority may, in certain circumstances issue a stop order (the “Stop Order”) to our
Company, directing that no or no further Shares to which this Prospectus relates, be allotted, issued or
sold. Such circumstances will include a situation where this Prospectus (i) contains a statement or matter,
which in the opinion of the Authority is false or misleading; (ii) omits any information that should be
included in accordance with the SFA; or (iii) does not, in the opinion of the Authority, comply with the
requirements of the SFA.
Where the Authority issues a Stop Order pursuant to Section 242 of the SFA:
(a)
in the case where the New Shares have not been issued and/or sold to the applicants, the
applications of the New Shares pursuant to the Invitation shall be deemed to have been withdrawn
and cancelled and our Company shall, within 14 days from the date of the Stop Order, pay to the
applicants all monies the applicants have paid on account of their applications for the New Shares;
or
(b)
in the case where the New Shares have been issued and/or sold to the applicants, the issue and/or
sale of the New Shares pursuant to the Invitation is required by the SFA to be deemed void and
our Company shall, subject to compliance with the Cayman Companies Law and our Articles,
repurchase the New Shares and our Company shall, within 14 days from the date of the Stop
Order, pay to the applicants all monies paid by them for the New Shares.
Such monies paid in respect of your application will be returned to you at your own risk, without interest
or any share of revenue or other benefit arising therefrom, and you will not have any claim against us and
the Manager, Underwriter and Placement Agent.
This Prospectus has been seen and approved by our Directors and they individually and collectively
accept full responsibility for the accuracy of the information given in this Prospectus and confirm, having
made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and all
expressions of opinion, intention and expectation in this Prospectus are fair and accurate in all material
respects as at the date of this Prospectus and that there are no material facts the omission of which
would make any statements in this Prospectus misleading, and that this Prospectus constitutes full and
true disclosure of all material facts about the Invitation and our Group.
Neither our Company and the Manager, Underwriter and Placement Agent, nor any other parties involved
in the Invitation is making any representation to any person regarding the legality of an investment by
such person under any investment or other laws or regulations. No information in this Prospectus should
be considered as being business, legal or tax advice regarding an investment in our Shares. Each
prospective investor should consult his own professional or other advisers for business, legal or tax
advice regarding an investment in our Shares.
No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the
date of this Prospectus.
DETAILS OF THE INVITATION
24


No person has been or is authorised to give any information or to make any representation not contained
in this Prospectus in connection with the Invitation and, if given or made, such information or
representation must not be relied upon as having been authorised by us and, the Manager, Underwriter
and Placement Agent.
Neither the delivery of this Prospectus and the Application Forms nor any
documents relating to the Invitation, nor the Invitation shall, under any circumstances, constitute a
continuing representation or create any suggestion or implication that there has been no change or
development reasonably likely to invoke a change in our affairs or in the statements of fact or information
contained in this Prospectus since the date of this Prospectus. Where such changes occur, we may lodge
a supplementary or replacement Prospectus with the Authority and make an announcement of the same
to the SGX-ST and/or the Authority and will comply with the requirements of the SFA and/or any other
requirements of the SGX-ST and/or the Authority. All applicants should take note of any such
announcements and, upon the release of such an announcement, shall be deemed to have notice of
such changes. Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon as,
a promise or representation as to our future performance or policies.
This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied upon by
any other persons other than the applicants in connection with their application for the New Shares or for
any other purpose.
This Prospectus does not constitute an offer, solicitation or invitation of the New Shares in any
jurisdiction in which such offer, or solicitation or invitation is unlawful or unauthorised 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 Prospectus and the Application Forms and envelopes may be obtained on request, subject
to availability, during office hours, from:
DBS BANK LTD
6 SHENTON WAY #36-01
DBS BUILDING TOWER ONE
SINGAPORE 068809
and where available, from branches of DBS Bank Ltd (including POSB), members of the Association of
Banks in Singapore, members of the SGX-ST and merchant banks in Singapore.
A copy of this Prospectus is also available on:
(a)
the SGX-ST website: http://www.sgx.com; and
(b)
the Authority’s website: http://masnet.mas.gov.sg/opera/sdrprosp.nsf.
The Application List will open at 10.00 a.m. on 15 August 2007 and will remain open until noon on
the same day or such further period or periods as our Directors may, in consultation with the
Manager, in their absolute discretion decide, subject to any limitation under all applicable laws
and regulations. PROVIDED ALWAYS THAT where a supplementary prospectus or replacement
prospectus is lodged with the Authority, the Application List will be kept open for at least 14 days
after the lodgment of the supplementary or replacement prospectus.
Details of the procedure for application and acceptance to subscribe for the New Shares are set out in
Appendix G – “Terms, Conditions and Procedures for Application and Acceptance” of this Prospectus.
DETAILS OF THE INVITATION
25


INDICATIVE TIMETABLE FOR LISTING
An indicative timetable on the trading of initial public offering shares on a “when issued” basis is set out
below for reference of applicants:
Indicative time/date
Event
8 August 2007
Commencement of Invitation
12.00 noon on 15 August 2007
Close of Application List
16 August 2007
Balloting of applications, if necessary (in the event of over-
subscription for the Offer Shares)
9.00 a.m. on 17 August 2007
Commence trading on a “ready” basis    
22 August 2007
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 will be
15 August 2007, the date of admission of our Company to the Official List of the SGX-ST will be 17
August 2007, the shareholding spread requirement will be complied with and the New Shares will be
issued and fully paid-up prior to 17 August 2007. 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
absolute discretion, decide, including the decision to permit trading on a “ready” basis and the
commencement date of such trading. The commencement of trading on a “ready” basis will be
entirely at the discretion of the SGX-ST. All persons trading in our Shares before their Securities
Accounts with CDP are credited with the relevant number of Shares do so at the risk of selling
Shares which neither they nor their nominees, as the case may be, have been allotted or are
otherwise beneficially entitled to.
Investors should consult the SGX-ST’s announcement on “ready” listing date on the internet (at the SGX-
ST website http://www.sgx.com) or the newspaper(s), or check with their brokers on the date on which
trading on a “ready” basis will commence.
In the event of any changes in the closure of the Application List or the time period during which the
Invitation 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 a local English newspaper.
DETAILS OF THE INVITATION
26


The Invitation is for 65,400,000 New Shares (plus a maximum of 9,810,000 Additional Shares which may
be issued upon the exercise of the Over-allotment Option) offered in Singapore by way of public offer and
placement comprising 3,300,000 Offer Shares and 62,100,000 Placement Shares (including the Internet
Placement Shares and the Reserved Shares) managed and underwritten by DBS Bank Ltd.
The Invitation Price is determined by us in consultation with the Manager, based on market conditions
and estimated market demand for our Shares determined through a book-building process. The Invitation
Price is the same for each New Share and is payable in full on application.
Investors may apply to subscribe for any number of New Shares in integral multiples of 1,000 Shares. In
order to ensure a reasonable spread of Shareholders, we have the absolute discretion to prescribe a limit
to the number of New Shares to be alloted to any single applicant and/or to allot New Shares above or
under such prescribed limit as we shall deem fit.
Offer Shares
Pursuant to the terms and conditions contained in the Management and Underwriting Agreement entered
into between us and DBS Bank as set out in the section entitled “General and Statutory Information” of
this Prospectus, DBS Bank has agreed to underwrite the Offer Shares. DBS Bank is committed to take
and to pay for all of the Offer Shares. The Offer is open to members of the public in Singapore.
Placement Shares
Pursuant to the terms and conditions contained in the Placement Agreement entered into between us
and DBS Bank as set out in the section entitled “General and Statutory Information” of this Prospectus,
DBS Bank agreed to subscribe and/or procure subscribers for the Placement Shares. Under the
Placement, the Placement Agent intends to offer the Placement Shares to investors (including
institutional and other investors).
Subscribers of the Placement Shares (excluding Reserved Shares) may be required to pay brokerage of
one per cent. of the aggregate Invitation Price for the number of Placement Shares subscribed as well as
applicable stamp duties and goods and services tax to the Placement Agent.
Reserved Shares
3,960,000 Placement Shares shall be reserved for our employees, business associates and others who
have contributed to the success of our Group. These Reserved Shares are not subject to any moratorium
and may be disposed of after the admission of our Company to the Official List of the SGX-ST. However,
none of them will be offered more than five per cent. of the total Invitation size.
The terms, conditions and procedures for application are described in Appendix G of this Prospectus.
Clawback and Re-Allocation
The New Shares may be reallocated between the Placement and the Offer at the discretion of the
Manager.
In the event of an under-subscription for the Reserved Shares as at the close of the Application List, the
number of Reserved Shares under-subscribed shall be made available to satisfy applications for
Placement Shares by way of Placement Application Forms or in any other form of application as may be
deemed appropriate by the Manager to the extent that there is an over-subscription for such Placement
Shares as at the close of the Application List, or to satisfy excess applications for Offer Shares to the
extent that there is an over-subscription for Offer Shares as at the close of the Application List.
PLAN OF DISTRIBUTION
27


In the event of an under-subscription for the Internet Placement Shares to be applied for through the
Internet website of DBS Vickers Securities Online (Singapore) Pte Ltd as at the close of the Application
List, that number of Internet Placement Shares not subscribed for shall be made available to satisfy
applications for the Placement Shares by way of Placement Shares Application Forms (or such other
forms of application as the Manager may, in consultation with the Company, deem appropriate) to the
extent that there is an over-subscription for such Placement Shares (not including the Internet Placement
Shares) as at the close of the Application List or to satisfy excess applications for the Offer Shares to the
extent that there is an over-subscription for the Offer Shares as at the close of the Application List.
Over-allotment and Stabilisation 
In connection with the Invitation, and in consideration of the parties’ mutual obligations under the
Management and Underwriting Agreement, we have granted the Manager an Over-allotment Option to
subscribe for up to 9,810,000 Additional Shares, representing approximately 15 per cent. of the New
Shares, at the Invitation Price exercisable during the period commencing on the Commencement Date
and expiring on the date falling 30 days after the Commencement Date. The Manager may subscribe for
the Additional Shares solely for the purpose of covering over-allotments (if any) made in connection with
the Invitation.
In addition, Mr. Motokuni Yamashiro has entered into the Share Lending Agreement with the Manager to
loan up to 9,810,000 Shares to the Manager for the purpose of facilitating settlement of the over-allotment
of Shares (if any) in connection with the Invitation.
As disclosed in the sub-section entitled “Moratorium” of the section entitled “Principal Shareholders” of
this Prospectus, Mr. Yamashiro’s entire post-Invitation shareholdings of 31,250,000 Shares will be subject
to a moratorium, save for up to 9,810,000 Shares that may be lent to DBS Bank pursuant to the over-
allotment and price stabilisation activities effected in connection with the Invitation. At the conclusion of
the price stabilisation activities, all Shares lent by DBS Bank are required to be returned to Mr. Motokuni
Yamashiro and will thereafter be subject to the moratorium undertaking.
In connection with the Invitation, the Manager may, at its discretion but subject always to applicable laws
and regulations in Singapore, over-allot or effect transactions which stabilise or maintain the market price
of the Shares at levels which might not otherwise prevail in the open market. Such transactions may be
effected on the SGX-ST and in all jurisdictions where it is permissible to do so, in each case, in
compliance with all applicable laws and regulatory requirements. Such stabilisation activities, if
commenced, may be discontinued by the Manager at any time at the Manager’s discretion.
Each of Founders Corporation, Exeno Yamamizu, Mitsui & Co., Ltd and Yamasa Co., Ltd has given an
undertaking in favour of our Company to subscribe for an aggregate of 15,000,000 Placement Shares.
Founders Corporation is beneficially owned as to 64% and 36% by Mr. Kazuhiko Yoshida and Mr. Michio
Tanamoto, our Executive Directors, respectively.
Save as disclosed above, none of our Directors or Substantial Shareholders intend to subscribe for any
New Shares in the Invitation.
Save as disclosed above, and to the best of our knowledge and belief, we are not aware of any person
who intends to subscribe for more than five per cent. of the New Shares. However, further to a book-
building process to access market demand for our Shares, there may be persons who may be allocated
Shares amounting to more than five per cent. of the New Shares.
No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the
date of this Prospectus.
PLAN OF DISTRIBUTION
28


OVERVIEW
Introduction
Uni-Asia is an Asia-based structured finance arrangement and Alternative Assets direct investment firm.
Our principal activities are in: (1) structured finance – the finance arrangement of transport related assets
(such as ships and aircraft), and the provision of ship charter arrangement and agency services; and (2)
Alternative Assets investment/management – direct investments in and/or the arrangement and
administration of Alternative Assets investments such as ships, distressed assets and real estate. As at
the Latest Practicable Date, our Group has 32 staff in three offices in Tokyo, Hong Kong and Singapore.
Uni-Asia was established in Hong Kong in 1997 by founders Motokuni Yamashiro, Kazuhiko Yoshida,
Michio Tanamoto and Takanobu Himori who were Japanese bankers. Each of the founders has over 25
years experience in the banking industry working in corporate loan syndication and structured finance
arrangement. Mr. Himori left our Company in March 2004. The other founders continue to lead the
business and as at the Latest Practicable Date, they own, directly and indirectly, a significant aggregate
equity interest in Uni-Asia of approximately 23.9%.
Activities
Uni-Asia was founded to arrange structured finance transactions for companies mainly in the shipping
and, to some extent, aviation industries. Our initial focus was on finance arrangement for companies in
the transport sector. Our business expanded to include investment in Alternative Assets such as NPLs
distressed debt, shipping assets and real estate assets in May 1998.
(1)
Structured Finance 
Our structured finance department provides an integrated service to our clients by offering financing
solutions together with charter arrangement services tailor-made to our clients’ needs. The solutions do
not normally involve the use of our balance sheet capital to make loans. We typically act only as the
arranger and agent for the structured financing provided by third party financial institutions. We arrange
financing for asset acquisitions by our clients and also offer tax-enhanced structured services and
products, including mortgage financing, tax-oriented leases such as UK tax leases and Japanese
operating leases, as well as ECA backed credit, ship charter arrangement, and balance sheet
management. We receive an arrangement fee on each completed transaction.
We have been active in the arrangement of structured finance since our founding in 1997. In this time, we
have built up a portfolio of clients and have identified potential clients to whom we market to directly or on
an opportunistic basis. We have also developed relationships with the key banks which provide
syndicated loan financing. Our clients include established international shipping and aviation companies
from Taiwan, Greece, Indonesia, Japan, Hong Kong, Korea, the UK and Italy.
Some key products and services which we offer our clients include mortgage financing, tax-oriented
leases, ECA backed credit, ship charter arrangement and balance sheet management.
We acted as arranger for structured financing in the form of loans and leases in the aggregate amount of
approximately US$561.6 million, US$987.5 million and US$637.7 million in FY2004, FY2005 and FY2006
respectively.
Selected key transactions completed include:

UK Tax Lease for Hatsu Marine

Arrangement of a Japanese Operating Lease

Ship Charter Arrangement for Niki Shipping Company Inc

Mortgage Financing for CIDO Holding Co., Ltd.

JBIC Financing
PROSPECTUS SUMMARY
29


(2)
Alternative Assets Investment
Our Alternative Assets Investments division leverages on our specialist skills in structured finance
arrangement and credit analysis to invest in, either as the principal investor or in partnership with other
investors, three key Alternative Asset classes: (i) ship investment (such as bulk carriers, product tankers
and container vessels); (ii) distressed assets investment (including NPLs and other distressed assets in
Asia (excluding Japan)); and (iii) property investment (including hotel and property investment in Japan
and commercial property investment in the PRC).
We invest in the following three key alternative asset classes:
(i)
Ship Investment
As a progression from our structured finance business as an arranger of financing for transport related
assets, we branched out into direct investments in ships through equity investment in the ship owning
companies and also through subscription of Performance Notes issued by special investment fund
vehicles established by us.
Our asset finance department aims to invest in ships for commercial use that will produce attractive
investment returns because of factors such as high expected demand for, or anticipated shortfall in, the
supply of such ships.
Selected key transactions completed include:

Mortgage financing and equity syndication for Searex

Multiple roles as investor, administrator and fiscal agent of Searex

Multiple roles as administrator, registrar, fiscal agent and project manager to the Akebono Fund
(ii)
Distressed Assets Investment
We started to invest directly in distressed assets in 1998 to capitalise on opportunities for us to use our
own capital to purchase NPLs and other distressed assets in Asia (excluding Japan) including the PRC,
Hong Kong, Thailand, Malaysia, Indonesia, the Philippines and Korea. We usually invest in NPLs through
special investment fund vehicles established by us and which issue Performance Notes to Uni-Asia itself
and selected institutional co-investors to raise funding for distressed assets investments.
Our NPL investment strategy is to leverage on our network of industry contacts to find opportunities that
satisfy our criteria of high cashflow generation and a significant asset base on which we can get security.
Opportunities are sourced through a network of industry contacts which include financial institutions, such
as banks, and accounting firms active in NPL transactions. We aim to recover the NPLs and exit the
investments to realise a return through various debt recovery policies. Debt collection and monitoring of
individual NPL transactions are applied either through an agent bank, receiver or liquidator, or led by us if
the asset is located in the PRC, Taiwan or Hong Kong. We focus on the recovery of the debt repayments
under the NPLs. We do not actively engage in the secondary trading of NPLs with the specific purpose of
on-selling to another purchaser of NPLs.
A strong performance track record has been steadily built up since 1998 to 2004. We, as sole principal,
made six investments that included 24 NPL accounts with a value of approximately US$30.5 million and
realised a return of over eight times within the period of approximately six years.
AAA Series II Fund has made 19 NPL investments representing 58 NPL accounts since July 2003 to the
Latest Practicable Date. The two-year investment period ended in July 2005 and the recovery period will
end in July 2008.
PROSPECTUS SUMMARY
30


We also act as the administrator of the distressed assets investment funds providing administration
services such as monitoring, book-keeping and reporting services. We earn an administration fee on the
drawdown of funds (for investment into NPLs) and an incentive fee for investment out-performance
against a target hurdle rate. We also earn an agency fee for services to be provided in our capacity as
the registrar and the fiscal agent of the funds.
(iii)
Property Investment
Property Investment and Management – Japan
We invest into real estate in Japan through Capital Advisers. Capital Advisers focuses on investment in
and management of residential and hotel related real estate assets in Japan. It seeks investments across
a range of locations with a focus on balanced risk and return. Capital Advisers was established in 1998
as our wholly-owned subsidiary. In May 2003, Capital Advisers raised Yen 985 million (or approximately
US$8.2 million) in shareholders’ equity capital from a number of independent third party investors as part
of its strategic expansion. Our shareholding interest in Capital Advisers was diluted to 44.8% and as a
result, Capital Advisers became our associated company.
Capital Advisers, by itself or in cooperation with its business partners, looks for the appropriate property
projects to invest in. At the initial stage of an investment, it arranges the investment structure, establishes
a SPC which owns the property in the form of a trust, arranges equity contribution to the SPC, arranges
non-recourse loan, from financial institutions on behalf of the SPC. Capital Advisers itself may invest in
the SPC as a minority investor. Capital Advisers also acts as the asset manager of the assets owned by
the SPC and manages the SPC’s assets including the invested property on behalf of the SPC, eventually
on behalf of the investors. At the end of the investment period or sometimes during the investment period,
in order to maximise investors’ return, Capital Advisers also engages in a selling procedure as the asset
manager. Capital Advisers manages over Yen 58.5 billion (or approximately US$491.9 million) in assets
which includes a contribution of approximately Yen 2.0 billion (or approximately US$16.8 million) of its
own capital as at the end of 2006.

Property Investment – Japan
In 2000, we, through our then wholly-owned subsidiary Capital Advisers, established an investment
partnership with Grosvenor Asia to invest in residential properties in Tokyo.
The investment partnership was followed by the establishment of the GCAP Fund in 2004. The
GCAP Fund is jointly managed by Grosvenor Asia and Capital Advisers through Grosvenor Capital
Advisers Fund Management Co., Ltd. and is anticipated to grow to more than Yen 20 billion (or
approximately US$194.4 million) when fully invested based on its historical borrowing capability
and committed equity funds of Yen 6.3 billion (or approximately US$61.2 million).
The equity size of each investment fund ranged from US$1.4 million to US$38.5 million. The equity
investors to the funds are financial institutions, real estate companies and corporations mainly
based in Japan and Southeast Asia. Capital Advisers itself invested Yen 2.0 billion (or
approximately US$16.8 million) as a minority equity investor as at 31 December 2006.

Hotel Properties Investment – Japan
In 2001, Capital Advisers directed its attention to the asset investment/management business in
the hotel property sector. In the hotel property sector, Capital Advisers focuses mainly on
investment in limited-service hotels. Capital Advisers typically enters into hotel properties
investments as both the asset manager and a minority investor although there was one exception
in which Capital Advisers had become the majority investor as a result of an additional equity
injection. The number of hotels in which Capital Advisers has been engaged in as asset manager
and invested in as minority investor totalled 11 by the end of 2006. Capital Advisers, as the asset
manager in hotel property investments, employs a team which is experienced in the hotel sector
and not only manages the hotel assets but also monitors the hotel operation itself. The total asset
of the hotel investments was over Yen 16.9 billion (or approximately US$142.5 million) as at 31
PROSPECTUS SUMMARY
31


December 2006. The total equity invested was about Yen 5.4 billion (or approximately US$45.5
million), of which Capital Advisers had an interest of between 5.0% and 51.9%. In relation to the
hotel property investment, in 2004, Capital Advisers invested in another asset management
company which manages a Japanese real estate investment trust (J-REIT) specializing in hotel
properties. As at the Latest Practicable Date, Capital Advisers has a 5% shareholding interest in
this asset management company. The J-REIT was listed in Japan on 14 June 2006. In view of
Capital Advisers’ growth and expansion strategy, they may from time to time consider various fund
raising options, such as new equity injection. In the event of a new equity injection, our interest in
Capital Advisers may be diluted.

Residential Investment – Japan
Since February 2004, Capital Advisers has also been engaged in the investment in and asset
management of residential properties, with a focus on small-sized studio apartment buildings. The
number of these types of buildings managed and/or invested in by Capital Advisers reached 10 in
2004, 31 in 2005 and 50 in 2006. Between 2004 and 2006, the equity interests held by Capital
Advisers in its residential property investments were between 5.8% to 10% in equity and such
equity interests were redeemed through the sales of the relevant properties.
Capital Advisers earns an arrangement, asset management and administration fee for its services
as the asset manager of the property investment portfolio. It also participates in the return to
investors in the portfolio through its position as a minority equity investor in the property investment
funds.
Principal Investments in Properties – PRC
In January 2007, we established a wholly-owned property investment company, Uni-Asia Guangzhou, in
Guangzhou, Guangdong Province, the PRC, with a paid-in capital of US$3.0 million. Our Group will
continue to explore property investment opportunities in the PRC under new property guidelines
introduced by the PRC government in July 2006, and property investment opportunities in Southeast
Asia. At the end of June 2007, Uni-Asia Guangzhou completed the acquisition of 14 office units with
gross floor area of 1,304 sq m of the China Shine Plaza, a commercial development in the Tianhe
commercial district in Guangzhou. We intend to lease the office units to third parties.
Please refer to the section entitled “General Information on our Group” in this Prospectus for more details.
COMPETITIVE STRENGTHS 
We believe that our key competitive strengths are as follows:
Experienced Executive Directors and Management Team
Our Executive Directors and management team comprise experienced professionals in the structured
finance industry and alternative asset investments. Our co-founders and Executive Directors, Messrs
Motokuni Yamashiro, Kazuhiko Yoshida and Michio Tanamoto co-founded Uni-Asia in 1997. A summary
of their work experience may be found in the section entitled “Directors, Management and Staff” in this
Prospectus.
We believe that we have a clear understanding of our industry requirement and possess a client-driven
focus and an established investment strategy. Our staff is committed to provide value-added and
innovative services to our clients. Our Executive Directors, Executive Officers and employees of our
Company collectively own approximately 19.7% of our post-Invitation issued share capital. We believe
that this has helped align their interests with those of our Company and foster a sense of commitment. In
addition, we have in place an employee share option scheme to motivate and foster a stronger sense of
ownership amongst our staff. Please refer to the section entitled “Uni-Asia Share Option Scheme” in this
Prospectus for further details of our Scheme.
PROSPECTUS SUMMARY
32


We have a successful track record of integrated capabilities in our specialist fields
We have a strong background and experience in finance arrangement and investment in Alternative
Assets. Based on our track record, we have been able to successfully identify opportunities, formulate
structures and execute them effectively. By leveraging on this strength, we focus on activities where our
experience and established relationships provide a competitive advantage. Further details of selected key
transactions may be found in the section entitled “General Information on our Group – Business
Overview” in this Prospectus.
As transport-related finance arrangement and Alternative Asset investments are specialised fields, we
believe that we are able to achieve the following competitive advantages:

Comprehensive range of value-added and innovative structures

Scalable execution capabilities

Effective internal processes and practices
We are able to leverage on our relationships with our well-established network
We have a well-established and strong network of contacts. The engagement of clients and provision of
services are carried out with the objective of creating and maintaining long-term relationships. In addition
to our client relationships, we have also been able to build other long-term business relationships through
our investments, partners, corporate shareholders and brokers. We have been able, and will continue, to
leverage on these relationships and network to support us in identifying new business opportunities and
in assisting us to formulate new and innovative structures to address the requirements of our business
associates. This has resulted in us obtaining repeat businesses from our existing clients as well as new
referrals from our existing network. The strengths and geographical spread of these relationships enable
us to provide cross-border services to our clients such as the recovery of PRC NPLs acquired from
Japanese banks and ship finance in Asia financed by European financial institutions.
Please refer to the section entitled “General Information on our Group – Competitive Strengths” in this
Prospectus for more details.
PROSPECTS 
Shipping
Shipping is a global industry which is generally influenced by demand and supply dynamics such as the
demand for movement of cargoes, the resultant tonne-mile demand of vessels as well as the supply of
vessels tonnage capacity. Fuel cost, which typically makes up a significant portion of the operating cost of
ships, is also a factor affecting the performance of the shipping industry.
Shipping comprises different shipping sectors servicing different industries, governed under different
regulations and each having its own supply and demand dynamics. The major types of ships include dry
bulk ships, container vessels, product tankers and crude tankers. Dry bulk ships carry dry commodities
such as ore, coal, grains, fertiliser, bauxite, soy beans, cement, potash and salt. Container vessels carry
metal boxes containing cargoes such as cars and equipment. Product tankers carry mainly refined oil
products such as gasoline and diesel, and other non-refrigerated cargoes such as edible oils and
chemicals. Crude tankers carry crude oil and petroleum.
The dry bulk shipping trade is usually dependent on the demand for and price of commodities. Steel
production is a key driver of the dry bulk shipping trade through seaborne demand for coking coal and
iron ore. The container shipping trade is usually dependent on the global economic growth, trade growth,
industrial production and consumer consumption. The product and oil tanker industry is usually
dependent on global industrial production, refinery throughput, utilisation rate in refineries, global crude
oil inventory levels and the weather season.
PROSPECTUS SUMMARY
33


We believe that the demand for maritime vessels will be driven largely by the continued growth in the
world economy and seaborne trade. Such demand will provide us with opportunities to leverage on our
track record and experience in structured finance and ship charter arrangements to establish new client
relationships and to offer our existing clients innovative and customised structured finance solutions as
well as ship charter arrangement services.
Structured finance focusing on the shipping industry is dominated mainly by financial institutions. We
believe that we are able to compete effectively with them by leveraging on our track record, our wide
network and our strong relationships with our business partners and customers, which include
established shipping banks and shipowners.
Whilst the shipping industry may be cyclical, we believe that our structured finance operations are not
significantly subject to such cycles as we believe that there continues to be opportunities for us to provide
structured financing solutions as ship renewal is an ongoing process. In a shipping down-cycle, we
generally observe the trend of older ships being scrapped and new ones being built given the lower cost
of new builds. In the shipping up-cycle, we generally observe that there will be an increase in demand for
ships as ship owners seek to increase their fleet to capitalise on the favourable freight rates. We believe
that there continues to be opportunities for us to provide structured finance solutions and ancillary ship
brokerage services at different stages of the shipping cycle. We further believe that the shipyards’ order
books in the coming years will continue to be sustained and thus present opportunities for us to provide
more structured finance solutions to shipowners and operators.
Alternative Assets Investment
The Alternative Assets investment class includes investments in ships, distressed assets and real estate.
Distressed assets typically include debt obligations such as junk bonds, corporate bonds, commercial and
industrial loans, credit card receivables and auto loans. Investors in distressed assets purchase debt
obligations of companies that are financially troubled and are struggling or are unable to service their
debt obligations and they earn a return through recovery of distressed debt, through appreciation in the
value of the distressed debt investment, or through leveraged buyouts.
Our investments in ships are usually made through equity interests in ship owning companies or through
Performance Notes held in ship investment funds. Our direct and indirect investments in the different
types of ships are made after careful consideration and due diligence and based on our Directors’ outlook
of the various shipping sectors. We believe that we can leverage on our expertise knowledge in the
shipping sector to tap on the opportunities to source for new ship investments and/or to buy or sell
maritime vessels.
Our investments in distressed assets are mainly made through NPLs and we are also seeking
opportunities in the distressed real estate market in Asia (excluding Japan). Such opportunities will be
dependent on factors such as the respective countries’ macroeconomic environment and policies,
performance in key industry sectors, access to capital and liquidity, competition and prevailing market
conditions. We believe that we will be able to leverage on our well-established network and familiarity with
the distressed asset markets in the region to identify and invest in suitable distressed assets.
The performance of Alternative Assets investments are dependent on the unique characteristics of each
type of alternative asset and the country of origin of these assets. These investments are therefore
relatively opportunistic in nature. We believe that such non-mainstream opportunities are available in Asia
and we intend to seek new ship investments, real estate investments and distressed asset investments in
Asia. We also believe that our experience in Alternative Assets investments, our capabilities in deal-
making, due diligence, valuation, structuring and financing, together with our well-established network of
contacts in Asia will enable us to effectively identify and evaluate opportunities for cross-border
investments in these assets.
Please refer to the section entitled “General Information on our Group – Prospects” in this Prospectus for
more details.
PROSPECTUS SUMMARY
34


BUSINESS STRATEGY AND FUTURE PLANS
We aim to be a leading Asia-based structured finance arrangement and Alternative Assets direct
investment firm. Our primary business strategy is to build on our existing strengths in structured finance
and Alternative Assets investments, to provide one-stop and innovative financing solutions to our clients
as well as to explore and develop Alternative Assets investment opportunities by leveraging on our
expertise and relationships.
We intend to continue to look for new market opportunities by leveraging on our core capabilities within
our specialist fields. Globalisation and economic growth also offer us opportunities in terms of cross-
border financing and investments and allow us to build a wider presence and network within the region.
The principal elements of our strategy for growth and expansion of our business include:

Continue to focus and leverage on our integrated capabilities and well-established relationships

Structured finance: Expand and diversify our client portfolio and broaden our geographic coverage
within Asia

Alternative Assets investment: Expand and diversify our investment portfolio and broaden our
geographic coverage within Asia

New ship investment funds
Please refer to the section entitled “General Information on our Group – Business Strategy and Future
Plans” in this Prospectus for more details.
PROSPECTUS SUMMARY
35


CONSOLIDATED RESULTS OF OUR GROUP
You should read the following consolidated financial results of our Group in conjunction with the Reports
on the Consolidated Financial Statements for the years ended 31 December 2004, 2005 and 2006 set
out in Appendices A, B and C of this Prospectus respectively and the related notes thereto.
Restated(1)
Audited
Audited
US$’000
FY2004
FY2005
FY2006
Fee income(2)
5,599
12,234
9,922
Investment returns
6,682
5,011
7,983
Income from defaulted loans
1,862
–
–
Interest income
339
936
1,543
Other income
317
86
22
Total income
14,799
18,267
19,470
Employee benefits expense
(5,087)
(5,481)
(6,084)
Depreciation expense
(77)
(106)
(278)
Other expenses
(1,821)
(3,316)
(3,107)
Reversal of impairment loss on loans receivable
250
–
–
Gain/(loss) on disposal of fixed assets
–
2
(16)
(6,735)
(8,901)
(9,485)
Operating profit
8,064
9,366
9,985
Finance costs – interest expense
(46)
(42)
(83)
Share of profit of Associates after tax
96
594
1,929
Profit before income tax
8,114
9,918
11,831
Income tax expense
(179)
(479)
(398)
Profit for the year
7,935
9,439
11,433 (3)
EPS(4) (pre-Invitation)
US$0.045
US$0.054
US$0.065 (3)
EPS(5) (post-Invitation)
US$0.033
US$0.039
US$0.048 (3)
Notes:
(1)
Please refer to the discussion on “Reconciliation of our Consolidated Results of Operations as set out in this Prospectus to
our Audited Consolidated Financial Statement” on page 61 of this Prospectus for the reconciliation of the restated figures to
the audited financial statements for the respective financial year.
(2)
Our fee income includes income generated from related party transactions as discussed in Note 29 to the consolidated
financial statements of our Company for FY2006.
(3)
Our profit for the year and the EPS for FY2006 would not be materially affected had the Service Agreements as described in
the section entitled “Directors, Management and Staff – Service Agreements” been in place at the beginning of FY2006.
(4)
For comparative purposes, the EPS (pre-Invitation) is computed by dividing the profit for the year by our pre-Invitation share
capital of 175,000,000 Shares.
(5)
For comparative purposes, the EPS (post-Invitation) is computed by dividing the profit for the year by our post-Invitation share
capital of 240,400,000 Shares.
OUR CONTACT DETAILS
The address of our principal place of business is Suite A, 26th Floor Tower I Admiralty Centre, 18 Harcourt
Road, Hong Kong. Our telephone number is +852 2528 5016. Our facsimile number is +852 2528 5020.
PROSPECTUS SUMMARY
36


Issue Size
:
65,400,000 New Shares (excluding the Additional Shares that may
be issued under the Over-allotment Option) comprising 3,300,000
Offer Shares and 62,100,000 Placement Shares.
The New Shares, upon issue and allotment, will rank pari passu in
all respects with the existing issued Shares.
Invitation Price 
:
S$0.55 for each New Share.
The Offer 
:
The Offer comprises an offering of 3,300,000 Offer Shares at
S$0.55 each to members of the public in Singapore, subject to and
on the terms and conditions of this Prospectus.
The Placement
:
The Placement comprises a placement of 62,100,000 Placement
Shares including 500,000 Internet Placement Shares at S$0.55
each and 3,960,000 Reserved Shares at S$0.55 each, subject to
and on the terms and conditions of this Prospectus.
Reserved Shares 
:
3,960,000 Placement Shares will be reserved for our employees,
business associates and others who have contributed to the
success of our Group.
Purpose of our Invitation
:
Our Directors consider that the listing of our Company and the
quotation of our Shares on the SGX-ST will enhance our public
image in Singapore and overseas and enable us to tap the capital
markets for the expansion of our operations. The Invitation will also
provide members of the public, our employees and business
associates as well as those who have contributed to our success
with an opportunity to participate in the equity of our Company. In
addition, the proceeds of the Invitation will provide us with additional
capital to finance our business expansion.
Use of Proceeds
:
Based on the Invitation Price, we estimate that the aggregate net
proceeds attributable to us from the issue of the New Shares in the
Invitation (assuming the Over-allotment Option is not exercised) will
be approximately S$32.2 million, after deducting underwriting
commissions and other estimated expenses in relation to the
Invitation of approximately S$3.8 million.
We intend to use the net proceeds received by us primarily for the
following purposes:
(i)
approximately US$12.2 million for investment in the Akebono
Fund;
(ii)
approximately US$2.6 million to further finance our
investment in Rich Containership S.A., which will acquire a
new container vessel (4,300 TEU) with delivery expected in
September 2008; and
(iii)
approximately US$2.4 million for investment in another new
container vessel (4,300 TEU) with delivery targeted for 2008.
The remaining proceeds will be used for other ship investments,
distressed asset investments and/or investment in real estate
assets.
THE INVITATION
37


Over-Allotment Option
:
In connection with the Invitation, and in consideration of the parties’
mutual obligations under the Management and Underwriting
Agreement entered into between our Company and the Manager
and Underwriter on 8 August 2007, we have granted the Manager
an Over-allotment Option to subscribe for up to 9,810,000
Additional Shares, representing approximately 15 per cent. of the
New Shares, at the Invitation Price exercisable during the period
commencing on the Commencement Date and expiring on the date
falling 30 days after the Commencement Date. The Manager may
subscribe for the Additional Shares solely for the purpose of
covering over-allotment of Shares (if any) made in connection with
the Invitation.
Listing status
:
Prior to the Invitation, there had been no public market for our
Shares. Our Shares will be quoted in Singapore dollars on the Main
Board of the SGX-ST, subject to admission of our Company to the
SGX-ST 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.
THE INVITATION
38


The exchange rate between S$ and US$ as at the Latest Practicable Date is S$1.54 to US$1.00.
The following table sets forth the high and low exchange rates between S$ and US$ for each month in
the past six months. The table indicates how many S$ can be bought with US$1.00.
S$ / US$ Rate
High
Low
December 2006
1.55
1.53
January 2007
1.55
1.53
February 2007
1.54
1.53
March 2007
1.53
1.52
April 2007
1.52
1.51
May 2007
1.53
1.51
June 2007 (to Latest Practicable Date)
1.54
1.53
Source: Bloomberg L.P
.
The following table sets forth, for each of the financial periods indicated, the average and closing
exchange rates between the S$ and US$, calculated by using the average of the closing exchange rates
on the last day of each month during each financial period.
S$ / US$ Rate
Average
At Period End
FY2004
1.69
1.63
FY2005
1.66
1.66
FY2006
1.59
1.54
Source: Bloomberg L.P
.
The above exchange rates have been calculated with reference to exchange rates quoted from
Bloomberg L.P
. and shall not be construed as representation that the S$ amounts actually represent such
US$ amounts or could be converted into US$ at the rate indicated or any other rate.
Bloomberg L.P
. has not consented to the inclusion of the exchange rates quoted under this section and is
thereby not liable for these statements under Sections 253 and 254 of the SFA. Our Company has
included the above exchange rates in their proper form and context in this Prospectus and has not
verified the accuracy of these statements.
Please refer to the section entitled “General Information on our Group – Exchange Controls” in this
Prospectus for a description of the exchange controls that exist in Japan, Hong Kong and the PRC.
EXCHANGE RATES
39


Investors should consider carefully the following risk factors (which are not intended to be exhaustive) and
all other information contained in this Prospectus, before deciding to invest in our Shares. You should also
note that certain of the statements set forth below constitute “forward-looking statements” that involve
risks and uncertainties.
If any of the following risk factors and uncertainties develops into actual events, our business, financial
condition or results of operations or cash flows may be adversely affected. In such circumstances, the
trading price of our Shares could decline and investors may lose all or part of their investment. To the
best of our Directors’ belief and knowledge, all the risk factors that are material to investors in making an
informed judgement have been set out below.
RISKS RELATING TO OUR GROUP 
We are dependent on the services of key management personnel.
Our Directors believe that the reason for our continued success is, to a certain extent, attributable to the
expertise and experience of our three Executive Directors, namely Mr. Motokuni Yamashiro, Mr. Kazuhiko
Yoshida and Mr. Michio Tanamoto. Our management personnel make key decisions to maximise our
revenue and earnings in a cyclical and highly volatile environment. Please refer to the section entitled
“Directors, Management and Staff” in this Prospectus for more details. Our success will depend, in part,
on our ability to hire and retain key members of our management team. If any of our Executive Directors
ceases to be involved in our Group’s management in the future and we fail to find any suitable personnel
to replace any one or all of them, our operations, profitability and prospects may be adversely affected.
Our financial performance is unpredictable and dependent on prevailing market conditions.
Our overall revenue and profits tend to be difficult to predict. Our financial performance is dependent on
prevailing market conditions and we cannot predict with certainty our future revenue or profitability. The
majority of our income is earned mainly from our transaction-based business which depends on gaining
and executing finance arrangement mandates, or identifying and executing direct investments into
Alternative Assets. We also have some recurrent income from management fees, administration fees and
interest from Performance Notes from our direct investment business. Future revenue and profitability is
dependent on our consistently gaining business from our customers for finance arrangement and making
successful direct investments that would exceed our target investment hurdle rate.
Our Directors believe that our direct investment business performance depends on our ability to (i) source
for investment opportunities; (ii) negotiate investment terms that provide us with a positive investment
return that satisfy our investment criteria and exit relatively illiquid investment assets to realise our target
investment return rate; and (iii) continue to raise further funds from co-investors for new investments
when necessary.
As Alternative Assets are generally not traded over the counter or on any recognised stock
exchanges, it may be difficult to sell or realise the value of these investments and recover the
amounts we originally paid for them.
We invest in three key Alternative Asset classes, namely (i) ship investment consisting primarily of bulk
carriers, product tankers and container vessels mainly manufactured by Japanese shipyards; (ii)
distressed assets (including NPLs and other distressed assets in Asia (excluding Japan)); and (iii)
property investment (including hotel and property investment in Japan and commercial property
development in the PRC). As Alternative Assets are not traded over the counter or in any recognised
stock exchanges, their liquidity is subject to market conditions. Should market conditions deteriorate, it
may be difficult to sell or realise the value of these investments and recover the amounts we originally
paid for them. This could have a material adverse effect on our business, financial condition and results of
operations.
RISK FACTORS
40


We face the risk of not being able to earn the income we would have earned from our investment
in the NPL if the debtor is not able to service the loan and interest and we may be unable to
recover the original amount we had paid for the NPL.
Our investments in NPLs are dependent on the underlying distressed debtor’s ability to service its debt
and the anticipated cashflow return from recovering the NPL. There is a risk that the distressed debtor
might not be able to service its loan and the interest payable on the loan. In such circumstances, we face
the prospect of losing the income we could have earned from our investment in the NPL, had the debtor
been able to service the loan and interest in excess of the original amount we paid for the NPL. This
could have a material adverse effect on our business, financial condition and results of operations. Our
Company does not currently participate directly in any NPLs. Our investments in NPLs are made through
investments in distressed assets investment funds such as the AAA Series I and II Funds. In the event
that a distressed debtor is unable to service its loans and interest to the relevant funds, the risk faced by
our Company is that we may receive lower or no distributions in respect of our investments in such funds.
We may be indirectly adversely affected by the risks involved in the business of our associated
company, Capital Advisers, in Japan.
Our associated company, Capital Advisers, is a company incorporated in Japan engaged in the
investments in and management of real estate assets, including hotel and residential properties, in
Japan. As at the Latest Practicable Date, Capital Advisers is engaged in investments in respect of 13
hotels, three of which are under construction. Apart from the fluctuations of market values of properties
directly or indirectly invested in by Capital Advisers, its business involves several substantial risks,
including the risks of insufficient funding for its projects, inability to comply with changing laws or
regulations governing its securitisation business, and having only minority control in projects where it is
not the majority investor. We can neither enumerate all such risks nor specify the probability of any loss
due to such events.
A significant portion of our revenue is derived from the Asia-Pacific region and adverse economic
conditions in these markets would adversely affect our financial condition and operating results.
For FY2006, a significant portion of our revenue was derived from the Asia-Pacific region. Economic
development has a significant impact on the activities of industries in which most of our customers
operate. Economic conditions in the Asia-Pacific region can be unstable, and other factors such as war,
acts of terrorism, political instability or disease may harm or halt economic growth in the region. For
example, the Asian financial crisis of 2001 created a significant downturn in economic growth which
affected the entire region. Similarly, the outbreak of severe acute respiratory syndrome that affected Hong
Kong, the PRC, Singapore, Taiwan and Vietnam, amongst others, severely impacted the economies of
the affected areas. If a similar wide-ranging health scare, such as a spread of avian influenza or “bird-flu”
or another financial crisis or a large-scale act of terrorism, or any other adverse social or political incident
should occur, the economic conditions in the affected markets would likely be severely harmed. Any
deterioration in economic condition in these regions may result in a decline in demand for financing
arrangements or cause companies to halt their expansion plans. In such cases, our business, financial
condition and operating results would be materially and adversely affected.
An adverse judgment or settlement in respect of any claim against us could have a material
adverse effect on our financial condition or results of operations.
Our business involves arranging financing transactions for third parties. Although the contracts we enter
into may contain disclaimer provisions against certain potential liabilities, we may still be subject to claims
by clients and could be held liable for our clients’ role in certain circumstances such as disagreement over
the performance of a contract. If this happens, we could be required to pay substantial damages to the
successful claimants. This could have a material adverse effect on our financial condition or results of
operations.
RISK FACTORS
41


Our business is heavily dependent on our reputation and any adverse publicity could have an
adverse effect on our business and financial performance.
Our business relies to a large extent on relationships and a reputation for delivering quality service to
gain new clients and maintain existing ones. Should we provide a level of service that a client is not
satisfied with or becomes involved with any disputes in respect of a transaction involving us, then we may
suffer damage to our reputation and receive adverse publicity, either of which or together could have an
adverse effect on our business and financial performance.
We may not be able to obtain the financing required to fund our transactions.
In order to finance transactions in which we are involved as either principal investor or finance arranger,
our Group raises financing from various financial institutions with which we have enjoyed positive
relationships. Should such financing not be available in future, our business and financial performance
could be adversely affected.
Our ship investment funds/companies may not be able to purchase or acquire new vessels
meeting our requirements at prices or delivery times acceptable to us.
The ship investment funds/companies that we establish and/or invest in may be required to make down
payments and progress payments during the construction of new vessels, but do not derive any revenue
from these vessels until after their delivery. There can be no assurance that such new vessels will be
completed on schedule or at all. While the ship investment funds/companies may receive penalty
payments from the shipbuilder, experience delays in the delivery of, or failure to deliver, one or more of
the new vessels could have an adverse effect on the business, financial condition and results of
operations of the ship investment funds/companies and, in turn, the return on the ship investment
funds/companies that we invest in.
We may be subject to other third-party obligations and contingent liabilities which may affect our
financial performance.
We commonly invest alongside third parties in our direct investment transactions. Our Directors believe
that the inability of co-investors to fulfil their obligations may result in us being required to contribute
additional capital that we did not initially intend to contribute or not completing transactions that we
otherwise might have. It is possible that if the co-investors fail to raise enough funds, we may have to
contribute more capital to achieve our target level of fund raising, and as a result, adversely affect our
cash flow.
We depend on our ability to raise third party funds from time to time to finance direct investment
opportunities. There can be no assurance that we will be able to obtain such funds on acceptable terms,
or at all.
In addition, we have provided a guarantee in favour of Xing Long Maritime S.A. (“Xing Long”) to
guarantee the performance by Panmax Tanker S.A. (“Panmax”) of its obligations under a contract
between Xing Long and Panmax for the construction and sale of a 50,000 DWT product tanker (the
“Tanker”) for approximately Yen 4.69 billion (or approximately US$39.5 million) (the “Shipsales
Contract”). Panmax is an SPC established for the purposes of acquiring the Tanker and has been
acquired by the Akebono Fund on 19 June 2007. For further details, please refer to the section entitled
“Business Overview – Alternative Assets Investment – Ship investment” in this Prospectus. As such, we
may be subject to claims by Xing Long in respect of their losses arising from any default by Panmax of its
obligations under the Shipsales Contract. In the event of such claims being made, our financial
performance may be adversely affected. In the event of a default by Panmax of its payment obligations
under the Shipsales Contract, our Company may enforce a share charge provided by Infinite Asset and
acquire Panmax in accordance with the terms thereof. Depending on market conditions, our Company
may either sell the shipbuilding contract or continue the shipbuilding contract and take delivery of the
vessel. If we take delivery of the vessel, we would then have the option to charter it out to third party or
sell it in the open market. If our Company is unable to sell the shipbuilding contract or the vessel (after it
has taken delivery of the vessel) at favourable prices, our financial performance may be significantly
affected.
RISK FACTORS
42


We are exposed to foreign currency and interest rate fluctuations.
We are exposed to adverse fluctuations in foreign currency exchange rates and foreign exchange risks.
The invoicing currency of our income is mainly US$. Our operating expenses are mainly denominated in
HK$, US$, Yen and S$, which are the local currencies of the countries in which we currently operate.
Our foreign exchange risk arises mainly from a mismatch between our income and expenses. To the
extent that our income and expenses are not naturally matched in the same currency and to the extent
that there are timing differences in the collections and payments, we may be susceptible to foreign
exchange exposure. Any significant fluctuation in the foreign exchange rates of the principal invoicing
currency of our income against the principal currencies for our operating costs could result in us incurring
net foreign exchange losses and will have an adverse impact on our financial results.
We may enter into hedging arrangements to manage our foreign exchange risks. For further details,
please refer to the section entitled “Management’s Discussion and Analysis of Financial Position and
Results of Operations – Foreign Exchange Exposure”. However, there is no assurance that such efforts
and our use of hedging arrangements will successfully hedge against all foreign currency fluctuations.
Our consolidated financial statements are presented in US$. Foreign currency transactions are translated
in US$. Such translation can result in foreign currency translation losses which may adversely affect our
financial position.
The Hong Kong dollar has been pegged to the US dollar at the rate of HK$7.80 to US$1.00 since 17
October 1983. In the event that this pegged exchange rate were to be changed or there were to be a
revaluation of the Hong Kong dollar, it could adversely affect our financial results.
The investment in ships is a leveraged investment, therefore, significant rises in the borrowing rate can
adversely affect cash flow and profitability of each ship investment project as charter hire is normally fixed
for the period of charter.
Changes in the accounting, legal and tax regimes could limit the functionality of the financing
structures that we have developed and lessen demand from our clients.
We operate in and across a variety of accounting, legal and tax regimes. Change in these regimes, whilst
providing opportunities, could also limit the functionality of the financing structures that we have
developed for our clients, a large number of which are based on optimising tax efficiency, which could
adversely affect our finance arrangement business. Changes may reduce the efficiency of structures and
hence lessen demand from our clients for these products.
We are subject to claims arising from disputes over the interpretation or enforceability of our
documentation.
We enter into a number of highly structured transactions that require detailed documentation. As a result,
the risk of dispute over interpretation or enforceability of the documentation, or errors in the preparation of
the documentation may be higher than for other investments. As a result, we may be subject to claims
arising from such disputes by our clients or other counterparts. If these claims are successful, we may be
required to compensate the claimant and our financial condition and results of operations may be
adversely affected.
We may not be able to manage our expansion activities effectively.
With respect to our Company’s expansion into new geographic regions, our current approach is to
consider only new geographic and industry sectors that have synergistic potential with our existing
business. Expansion of our operations, including potential expansion into new geographic markets and
products, although undertaken within a strategy of keeping risks low and seeking synergistic benefits,
may result in loss of initial investment costs such as initial capital outlay if not managed effectively. If we
are unable to manage our expansion activities effectively, our financial condition and results of operations
may be adversely affected.
RISK FACTORS
43


We may be affected by terrorist attacks and other acts of violence or war.
Terrorist attacks such as those that occurred in the USA on 11 September 2001, and armed conflict such
as the war in Iraq, may negatively affect our business. Political and economic instability in some regions
of the world may also result from such terrorist attacks and armed conflicts and could negatively impact
our financial condition. We are unable to predict the consequences of any of these terrorist attacks or
armed conflicts and we are unable to foresee events that could have a material adverse impact on our
business. In the event of such attacks or conflicts, our business, financial condition and results of
operations may be adversely affected.
RISKS RELATING TO THE INDUSTRIES WHICH WE OPERATE IN 
The financial services industry is highly competitive and we may not be able to keep up with the
competition.
The financial services industry is highly competitive and it is expected to remain so. We compete on the
basis of a number of factors including customer relationships, quality of service, innovation,
responsiveness to customer needs, flexibility, reputation and price. Many competitors have greater
financial and marketing resources and larger customer bases than us. An increase in competition and our
failure to keep up with the intense competition may have a material and adverse effect on our financial
condition and results of operations.
The financial services industry is highly regulated and our business operations may be affected
by future changes in applicable laws and regulations.
As the financial services industry is a highly regulated industry, many aspects of our business, such as
the financing structures adopted, are subject to approvals and exemptions by the relevant authorities.
Changes in such laws and regulations or their interpretation or enforcement may result in us being
required to obtain or not getting the requisite approvals or exemptions required for our business
operations and a consequent increase in our costs of compliance. There can be no assurance that
changes in such laws and regulations or in their interpretation or enforcement, will not have a material
adverse impact on our business, financial condition and results of operations. In addition, there can also
be no assurance that all regulatory bodies or authorities will take the same view as us with regard to the
interpretation or application of such laws and regulations.
We are subject to the cyclical upturns and downturns in the shipping industry.
We believe that the shipping industry (in particular, the dry bulk, product tanker and container segments)
may undergo a cyclical downturn in business cycle. Factors which may have an adverse effect on the
shipping industry business cycle include a deterioration in the condition of the global economy, a
reduction in the volume of international trade and excess supply of or insufficient demand for maritime
vessels. While a cyclical downturn would directly affect our Company’s direct ship investment through
lower charter income, cyclical upturns may also affect our Company by slowing down our ship acquiring
activities due to high vessel prices. Our financial performance is dependent on the cyclical upturns and
downturns in the shipping industry, and there may be material and adverse impact on our business,
financial condition and results of operations.
The shipping industry is highly competitive, which may result in volatile charter rates and which
may have a material adverse effect on our operating results.
The shipping industry is highly fragmented with many owners of vessels and is characterised by intense
competition. The industry is affected by developments in the major world economies that influence trade
patterns and is fragmented among many global, regional and local carriers.
Many of the factors
influencing the supply of and demand for shipping capacity are outside our control and the nature, timing
and degree of changes in industry conditions are unpredictable. Charter rates are based in part on supply
and demand of vessels and are extremely competitive. Over the last decade, charter rates have been
volatile. Our operating results are dependent on, amongst other things, performance of our direct ship
investments, which are, in turn, dependent on the prevailing charter rates in a given time period.
Fluctuations in charter rates may also have an impact on our Company’s investments in ship investment
funds, particularly where the underlying vessels are chartered on a short-term basis. In such cases, the
distributions of interest under the Performance Notes held by us in respect of our investments in such
RISK FACTORS
44


ship investment funds may be lower in the event of lower prevailing charter rates of the vessels under
management by the relevant ship investment funds. This is because such distributions of interest are
generally derived from the charter income of the ship investment funds, less the operating and other
expenses (such as interest expenses) incurred in relation to the relevant vessels. There can be no
assurance that charter rates will be stable or increase over time. In the event that the shipping industry
experiences a downturn, the performance of our direct ship investments as well as investments in ship
investment funds and, in turn, our operating results and overall performance, may be materially and
adversely affected.
Our insurance policies may not provide us with adequate coverage against all risks.
Standard Protection & Indemnity insurance has been arranged for vessels owned by the ship investment
funds/companies that we invest in. However there can be no assurance that all risks are adequately
insured against, that any particular claim will be paid or that adequate insurance coverage can be
obtained at commercially reasonable rates in the future.
The shipping industry is highly regulated and we, or the ship investment funds that we invest in,
may incur additional costs in meeting new regulations or limit our ability to do business.
The shipping industry is highly regulated, and operations of shipowners, including the ship investment
funds which we invest in, are affected by extensive and changing environmental protection laws and other
regulations in the form of numerous international conventions, national, state and local laws and national
and international regulations in force in the jurisdictions in which our vessels operate, as well as in the
country or countries in which such vessels are registered. Compliance with such laws and regulations
may entail significant expenses for shipowners, including the funds/companies which we invest in,
including expenses for ship modifications and changes in operating procedures. In the event that such
additional costs are incurred, the performance of our investment in such funds/companies and, in turn,
our overall performance, may be materially and adversely affected.
We may also incur substantial costs in order to comply with existing and future environmental and health
and human safety requirements, including, among others, obligations relating to air emissions,
maintenance and inspection, development and implementation of emergency procedures and insurance
coverage. Shipowners, including the ship investment funds/companies which we invest in, could also face
substantial liability for penalties, fines, damages and remediation costs associated with hazardous
substance spills or other discharges into the environment involving operations of shipowners, including
the ship investment funds/companies which we invest in, under environmental laws and regulations. Such
costs could have a material adverse effect on the business, financial condition and results of operations
of ship owners and in turn, the performance of the ship investment funds/companies we invest in. This
may materially and adversely affect our overall performance.
The operating certificates and licenses of vessels are renewed periodically during each vessel’s required
annual survey. However, government regulation of vessels, particularly in the areas of safety and
environmental impact may change in the future and require shipowners to incur significant capital
expenditure on their ships to keep them in compliance. In addition, shipowners are required by various
governmental bodies to obtain permits and licenses required for the operation of their shipping business.
These permits may become costly or impossible to obtain or renew. In the event that such additional
costs are incurred, the performance of our investment in such funds/companies and, in turn, our overall
performance, may be materially and adversely affected.
Governments could requisition vessels during a period of war or emergency without adequate
compensation, resulting in loss of earnings.
Governments could requisition or seize vessels for title or for hire. Requisition for title occurs when a
government takes control of a vessel and becomes her owner. Also, a government could requisition
vessels for hire which occurs when a government takes control of a vessel and effectively becomes her
charterer at dictated charter rates. Generally, requisitions occur during a period of war and emergency.
Government requisition of one or more of the vessels owned by the ship investment funds/companies that
we invest in may adversely impact their business, financial condition and operating results. This could
have a material adverse effect on our business, financial condition and results of operations.
RISK FACTORS
45


We are subject to the cyclical upturns and downturns in the property industry in the countries
where we have property investments and this may affect the rental yield and capital value of such
properties.
The property industry is affected by cyclical upturns and downturns in its business cycle. Factors which
may have an adverse effect on the property industry business cycle include a deterioration in the
condition of the domestic or global economy, an increase in interest rates, a reduction in business
confidence, an increase in the opportunity cost to investors of investing in real estate relative to other
assets and negative changes to fundamental or speculative demand for real estate. A cyclical upturn may
affect our Company as high property prices may have the effect of lowering our Company’s ability to grow
our property portfolio. Our financial performance is dependent on the cyclical upturns and downturns in
the property industry, and there may be material and adverse impact on our business, financial condition
and results of operations.
Our historical financial performance may not be indicative of our future financial performance.
As our revenue and profits may be adversely affected by external factors beyond our control, investors
should be aware that there is no guarantee that we will increase or maintain our historical profit levels
and therefore investors should not take our historical profit levels as an indication of our future financial
performance. Factors which may affect our performance include general economic conditions including
business confidence, inflation rates, interest rates and levels of international trade; government policy,
legislation and/or regulation; and levels of competition within the industries that we operate in.
RISKS RELATING TO OWNERSHIP OF OUR SHARES
Investors in our Shares will face immediate and substantial dilution in the net asset value per
Share and may experience future dilution.
Our Invitation Price is substantially higher than our NAV per Share of 51.7 cents as at 31 December 2006
(adjusted for net proceeds from the Invitation and based on our post-Invitation issued share capital).
Thus, there is an immediate and substantial dilution in the NAV per Share for investors who subscribe for
our Shares pursuant to the Invitation. If we were liquidated for NAV immediately following the Invitation,
each shareholder subscribing to the Invitation would receive less than the price they paid for their Shares.
In addition, if and when we issue new Shares, you may not be able to or may choose not to participate in
an offering of these newly issued Shares, and as a result, you may experience significant dilution in
future. Details of the immediate dilution of our Shares incurred by new investors are described under the
section entitled “Dilution” in this Prospectus.
We may require additional funding for our future growth.
Although we have identified our future growth plans set out in the section entitled “General Information on
our Group – Future Plans” in this Prospectus as the avenues to pursue growth in our business, the
proceeds from the Invitation will not be sufficient to fully cover the estimated costs of implementing all
these plans. We may also find opportunities to grow through acquisitions which cannot be predicted at
this juncture. Under such circumstances, secondary issue(s) of securities after the Invitation may be
necessary to raise the required capital to develop these growth opportunities. If new Shares placed to
new and/or existing Shareholders are issued after the Invitation, they may be priced at a discount to the
then prevailing market price of our Shares trading on the SGX-ST, 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. Any additional debt
financing may, apart from increasing interest expense and gearing, contain restrictive covenants with
respect to dividends, future fund raising exercises and other financial and operational matters. If we are
unable to procure the additional funding that may be required, our growth or financial performance will be
adversely affected.
RISK FACTORS
46


You may not be able to attend general meetings of our Company.
Under the Cayman Companies Law, only those persons who agree to become shareholders of a Cayman
Islands company and whose names are entered on the register of members of such a company are
considered members, with rights to attend and vote at general meetings. Depositors holding Shares
through CDP will not be recognised as members of our Company, and will not have a right to attend and
to vote at general meetings of our Company. In the event that Depositors wish to attend and vote at
general meetings of our Company, CDP will have to appoint them as proxies, pursuant to the Articles. For
further details, please refer to the section entitled “Attendance at General Meetings” in this Prospectus.
We are a Cayman Islands incorporated company and the rights and protection accorded to our
Shareholders may not be the same as those applicable to shareholders of a Singapore
incorporated company.
We are incorporated in the Cayman Islands as an exempted company with limited liability under the
Cayman Companies Law. The Companies Act may provide shareholders of Singapore-incorporated
companies with certain rights and protection of which there may be no corresponding or similar
provisions under the Cayman Companies Law. As such, if you invest in our Shares, you may or may not
be accorded the same level of shareholder rights and protection that a shareholder of a Singapore-
incorporated company would be accorded under the Companies Act.
We have set out in Appendix D and Appendix E a summary of the Memorandum of Association and
selected Articles of our Company and a summary of certain provisions under the Cayman Companies
Law. Explanatory statements on specific issues in relation to Cayman Companies Law have been set out
in pages E-1 to E-5 of this Prospectus. Each of the summaries and explanatory statements is not
intended to be and does not constitute legal advice and any person wishing to have advice on the
differences between the Cayman Companies Law and the Companies Act and/or the laws of any
jurisdiction with which he is not familiar is recommended to seek independent legal advice. Copies of the
Memorandum of Association and the Articles of our Company are available for inspection at such place
and time as set out in the section entitled “General and Statutory Information – Documents Available For
Inspection” in this Prospectus.
Singapore law contains provisions that could discourage a takeover of our Company.
The Singapore Code on Take-overs and Mergers contains certain provisions that may delay, deter or
prevent a future takeover or change in control of our Company. Any person acquiring an interest, either
on his own or together with parties acting in concert with him, in 30.0 per cent. or more of our voting
shares may be required to extend a takeover offer for our remaining voting shares. A takeover offer is also
required to be made if a person holding between 30.0 per cent. and 50.0 per cent. (both inclusive) of the
voting rights in our Company (either on his own or together with parties acting in concert with him)
acquires more than 1.0 per cent. of our voting shares in any six-month period.
These provisions may discourage or prevent certain types of transactions involving an actual or
threatened change of control of our Company. Some of our Shareholders, who may include you, may
therefore be disadvantaged as a transaction of that kind might have allowed the sale of Shares at a price
above the prevailing market price.
The Invitation may not result in an active or liquid market for our Shares.
Prior to the Invitation, there has not been a public market for the Shares. We cannot predict the extent to
which a trading market will develop or how liquid the market might become. The Invitation Price for the
Shares will be determined by a book-building process by agreement between our Company and the
Manager, Underwriter and Placement Agent, after taking into consideration, inter alia, prevailing market
conditions and estimated market demand for the Shares and may not be indicative of the market price at
which our Shares will trade after the Invitation. You may not be able to resell your Shares at a price that is
attractive to you.
RISK FACTORS
47


Future sales of Shares could adversely affect the prevailing market price of Shares.
The trading prices of our Shares could be subject to fluctuations in response to variations in our results of
operations, changes in general economic conditions, changes in accounting principles, or other
developments affecting us, our customers or our competitors, changes in financial estimates by securities
analysts, the operating and stock price performance of other companies and other events or factors,
many of which are beyond our control. Although it is currently intended that our Shares will remain listed
on the SGX-ST, there is no guarantee of the continued listing of our Shares.
The Singapore securities market is relatively small, which may cause the market price of our
Shares to be more volatile.
The SGX-ST is relatively small and may be more volatile than stock exchanges in the United States and
certain other countries. The relatively small market capitalisation of, and trading volume on, the SGX-ST,
compared to certain other global stock exchanges, may cause the market price of securities listed on the
SGX-ST, including our Shares, to fluctuate more than those listed on larger global stock exchanges.
It may not be possible for Shareholders to effect service of process within Singapore or to enforce
in Singapore any judgment obtained in Singapore or in the Singapore courts upon us or certain
Directors. Judgments of the Singapore courts may also not be enforceable in the Cayman Islands
courts.
We are a company incorporated with limited liability and of unlimited duration under the laws of the
Cayman Islands. Save for Mr. Michio Tanamoto, Mr. Ang Miah Khiang and Mr. Ronnie Teo Heng Hock, all
of our Directors reside outside Singapore. Substantially all of our assets and the assets of such persons
are located outside Singapore. As a result, it may not be possible for investors to effect service of process
within Singapore upon us or such persons or to enforce in Singapore a judgment obtained in courts
against us or such persons. Judgments of the Singapore courts may not be enforceable in the Cayman
Islands courts.
RISK FACTORS
48


S$0.55
51.9 cents(1)
51.7 cents(1)
6.0 per cent.
6.4 per cent.
9.9 cents(1)
5.5 times
10.2 cents(1)
5.4 times
S$132.2 million
Invitation Price
NAV
NAV per Share of our Group as at 31 December 2006:
(a)
before adjusting for the estimated net proceeds from the Invitation and
based on the pre-Invitation share capital of 175,000,000 Shares
(b)
after adjusting for the estimated net proceeds from the Invitation and based
on the post-Invitation share capital of 240,400,000 Shares 
Premium of Invitation Price over the NAV per Share as at 31 December 2006:
(a)
before adjusting for the estimated net proceeds from the Invitation and
based on the pre-Invitation share capital of 175,000,000 Shares
(b)
after adjusting for the estimated net proceeds from the Invitation and based
on the post-Invitation share capital of 240,400,000 Shares
EPS
Historical EPS of our Group for FY2006 based on the pre-Invitation share capital
of 175,000,000 Shares
Price Earnings Ratio
Historical PER based on the Invitation Price and the historical EPS of our Group
for FY2006
Net Operating Cash Flow(2)
Historical net operating cash flow per Share of our Group for FY2006, based on
the pre-Invitation share capital of 175,000,000 Shares
Price to Net Operating Cash Flow Ratio
Ratio of Invitation Price to historical net operating cash flow per Share of our
Group for FY2006 based on the pre-Invitation share capital of 175,000,000
Shares
Market Capitalisation
Our market capitalisation based on the Invitation Price and the post-Invitation
share capital of 240,400,000 Shares
Notes:
(1)
Based on the exchange rate of US$1.00 : S$1.52 for illustrative purpose only.
(2)
Net operating cash flow is defined as the net profit attributable to Shareholders with depreciation added back.
(3)
The above Invitation statistics have been computed on the assumption that the Over-allotment Option is not exercised.
INVITATION STATISTICS
49


Based on the Invitation Price, we estimate that the aggregate net proceeds attributable to us from the
issue of the New Shares in the Invitation (assuming the Over-allotment Option is not exercised) will be
approximately S$32.2 million, after deducting underwriting commissions and other estimated expenses in
relation to the Invitation of approximately S$3.8 million, out of which S$1.3 million was incurred in 2006
and S$2.5 million is estimated to be incurred in 2007.
We intend to use the net proceeds received by us primarily for the following purposes:
(i)
approximately US$12.2 million for investment in the Akebono Fund;
(ii)
approximately US$2.6 million to further finance our investment in Rich Containership S.A., which
will acquire a new container vessel (4,300 TEU) with delivery expected in September 2008; and
(iii)
approximately US$2.4 million for investment in another new container vessel (4,300 TEU) with
delivery targeted for 2008.
The remaining proceeds will be used for other ship investments, distressed assets investments and/or
investments in real estate assets.
To the extent that the net proceeds from the Invitation are not immediately applied for the above
purposes, it is the present intention of our Directors to place such net proceeds on short-term deposits
with licenced banks and/or financial institutions or used for investment in short-term money market or
debt instruments.
For further details on our plans above, please refer to the sections entitled “General Information on our
Group – Prospects” and “General Information on our Group – Business Strategy and Future Plans” in this
Prospectus.
As the Invitation is underwritten on a firm commitment basis, there is no minimum amount which must be
raised from the Invitation.
For each Singapore dollar of the proceeds from the Invitation (assuming that the Over-allotment Option is
not exercised in full):
(i)
approximately 51.4 cents will be used to pay for investment in the Akebono Fund;
(ii)
approximately 11.1 cents will be used to further finance our investment in Rich Containership S.A.,
which will acquire a new container vessel (4,300 TEU) with delivery expected in September 2008;
(iii)
approximately 10.0 cents will be used to pay for investment in another new container vessel (4,300
TEU) with delivery targeted for 2008;
(iv)
approximately 7.0 cents will be used to pay for expenses incurred in connection with the Invitation;
and
(v)
approximately 20.5 cents will be used for other ship investments, distressed assets investments
and/or investments in real estate assets.
If the Over-allotment Option is exercised in full, the additional net proceeds (after the payment of the fees,
commissions and other expenses related to the subscription of the Additional Shares pursuant to the
exercise of the Over-allotment Option) which we will receive is approximately US$3.4 million. Such net
proceeds will be used for the purposes stipulated above, as our Directors may deem appropriate.
USE OF PROCEEDS
50


Subject to the Cayman Companies Law, our Directors may from time to time declare a dividend or other
distribution.
Our dividend payments and the rates of such dividend payments for FY2004, FY2005 and FY2006 are
set out below:
Gross dividend amounts
Dividend per Share
(US$’000)
(US$)
FY2004
1,400
0.05
FY2005
1,400
0.05
FY2006
1,680
0.06
In determining our dividends in respect of FY2007, we will take into account factors including the
prevailing state of financial and foreign exchange markets and interest rate levels. Subject to the factors
stated herein, our Directors intend to recommend and distribute up to 50% of our consolidated profits
available for distribution for FY2007.
The amount of our past dividends is not indicative of the amount that we will pay in the future. Future
dividends will be paid by us as and when approved by our Shareholders and Directors. Our Directors may
declare an interim dividend without seeking our Shareholders’ approval. Any such dividend payments will
be subject to the level of our future earnings, cash flow, financial condition, working capital needs,
investment plans and other factors deemed relevant by our Directors, including such legal or contractual
restrictions as may apply from time to time. There can be no assurance that dividends will be paid in the
future or as to the timing of any dividends that are to be paid in the future.
Payments of cash dividends and distributions, if any, will be made in US$ to the CDP on behalf of
Shareholders who maintain, either directly or through depository agents, Securities Accounts with the
CDP
. Except for Shareholders who have elected to receive cash dividends and distributions in US$, the
CDP will convert such proceeds into S$ and cause such S$ to be delivered to the relevant Shareholders’
respective direct Securities Accounts with the CDP or to depository agents for distribution to
Shareholders who maintain securities sub-accounts with such depository agents, as the case may be.
The amount of S$ payable to Shareholders upon conversion of any such cash dividends or distributions
will be affected by fluctuations in the exchange rate between S$ and US$. Neither we nor the CDP shall
be liable to any Shareholder for any currency exchange loss in respect of any such conversion.
You should note that all the foregoing statements are merely statements of our present intention and shall
not constitute legally binding statements in respect of our future dividends which may be subject to
modification (including reduction or non-declaration thereof) in our Directors’ sole and absolute discretion.
For information relating to taxes payable on dividends, please refer to the section entitled “Taxation” of
this Prospectus.
Our foreign subsidiaries may declare and pay cash dividends to our Company, if any, in the currencies of
their respective countries of incorporation, which may be converted into US$.
DIVIDEND POLICY
51


Our Company (Registration Number CR-72229) was incorporated in the Cayman Islands on 17 March
1997 under the Cayman Companies Law as an exempted company with limited liability under the name
of Uni-Asia Finance Corporation. As at the date of incorporation, our authorised share capital was
US$60,000,000 comprising 60,000,000 ordinary shares of US$1.00 each.
Save as disclosed below, there have been no material changes in our share capital since inception.
On 17 March 1997, two initial subscribers of our Company were issued one subscriber share each for
cash at par of US$1.00.
On 8 April 1997, together with the two subscriber shares transferred to it, Evergreen was allotted and
issued 4,999,998 further shares of US$1.00 each by our Company, credited as fully paid, for cash at par
of US$1.00.
On 8 April 1997, we allotted and issued 5,000,000 shares of US$1.00 each to Motokuni Yamashiro,
credited as fully paid, for cash at par of US$1.00.
On 1 September 1997, we allotted and issued 5,000,000 shares of US$1.00 each to Takugin International
(Asia) Ltd, credited as fully paid, for cash at par of US$1.00, which were then transferred to The then-
Hokkaido Takushoku Bank, Ltd on 8 October 1997.
On 20 March 1998, our Company allotted and issued for cash at par of US$1.00 and credited as fully
paid:
(i) 
2,000,000 shares of US$1.00 each to Hamburgische Landesbank Girozentrale which were
subsequently transferred to HSH Nordbank on 28 July 2003;
(ii) 
2,000,000 shares of US$1.00 each to Sojitz (Hong Kong) Limited (formerly known as Nissho Iwai
Hong Kong Corporation Limited);
(iii) 
2,000,000 shares of US$1.00 each to The Sumitomo Trust and Banking Co., Ltd.;
(iv) 
1,000,000 shares of US$1.00 each to JAFCO Investment (Asia Pacific) Ltd. (formerly known as
Nomura/JAFCO Investment (Asia) Limited); and
(v)
1,000,000 shares of US$1.00 each to ORIX Investment and Management Private Limited.
On 24 March 1998, we allotted and issued 2,000,000 shares of US$1.00 each to Fastwin Investment
Limited, credited as fully paid, for cash at par of US$1.00.
On 25 March 1998, we allotted and issued 1,000,000 shares of US$1.00 each to Tokio Marine & Nichido
Fire Insurance Co., Ltd. (formerly known as The Tokio Marine and Fire Insurance Company Limited),
credited as fully paid, for cash at par of US$1.00.
On 9 November 1998, The then-Hokkaido Takushoku Bank, Ltd transferred 3,000,000 of its shares in our
Company to The Chuo Mitsui Trust & Banking Company, Limited. On 16 November 1998, The then-
Hokkaido Takushoku Bank, Ltd transferred its remaining 2,000,000 shares in our Company to The
Resolution and Collection Corporation (formerly known as The Resolution and Collection Bank, Ltd).
On 30 December 1998, we allotted and issued 1,500,000 shares of US$1.00 each to Founders
Corporation, credited as fully paid, for cash at par of US$1.00.
On 8 February 1999, we allotted and issued 500,000 shares of US$1.00 each to CSK Venture Capital
Co., Ltd as Investment Manager for the CSK-2 Investment Fund, credited as fully paid, for cash at par of
US$1.00.
SHARE CAPITAL
52


At a general meeting held on 26 June 2007, our Shareholders approved, inter alia, the following:
(a)
the adoption of a new set of Memorandum and Articles of Association;
(b)
the increase in our authorised share capital from US$60,000,000, divided into 60,000,000 ordinary
shares of US$1.00 each to US$120,000,000 divided into 120,000,000 ordinary shares of US$1.00
each;
(c)
the consolidation of 16 ordinary shares of US$1.00 each into 1 ordinary share of US$16.00 each
(the “Consolidation”);
(d)
the division of each ordinary share of US$16.00, into 100 ordinary shares of US$0.16 each (the
“Sub-division”);
(e)
the issue and allotment of the New Shares, which are the subject of this Invitation. The New
Shares, when issued, allotted and fully paid up, will rank pari passu in all respects with the existing
issued and fully paid up Shares;
(f)
that authority be given to the Directors to grant the Over-allotment Option to the Manager and to
allot and issue up to 9,810,000 Additional Shares pursuant to the exercise of the Over-allotment
Option;
(g)
the establishment of the Scheme and that authority be given to our Directors to issue and allot
Option Shares pursuant to the exercise of Options under the Scheme;
(h)
that Options may be granted under the Scheme with an exercise price set at a discount of up to 20
per cent. of the market price for the Shares at the time of grant, provided that the exercise price per
Share shall not be less than the par value of that Share; and
(i)
that authority be given to our Directors, to (i) issue shares in our Company whether by way of
rights, bonus or otherwise; (ii) make or grant offers, agreements or options (collectively,
“Instruments”) that might or would require shares to be issued, including but not limited to the
creation and issue of (as well as adjustments to) warrants, debentures or other instruments
convertible into shares, at any time and upon such terms and conditions and for such purposes
and to such persons as our Directors may in their absolute discretion deem fit, and (iii) issue
shares in pursuance of any Instrument made or granted under such authority, provided that the
aggregate number of shares to be issued pursuant to such authority (including shares to be issued
in pursuance of Instruments made or granted under such authority) shall not exceed 50 per cent. of
the post-Invitation issued share capital of our Company and that the aggregate number of shares
to be issued other than on a pro rata basis to the then existing shareholders of our Company
(including shares to be issued in pursuance of Instruments made or granted under such authority)
shall not exceed 20 per cent. of the post-Invitation issued share capital of our Company. Unless
revoked or varied by our Company in general meeting, such authority shall continue in full force
until the conclusion of the next annual general meeting is required by law or by our Articles to be
held, whichever is earlier, except that the Directors shall be authorised to issue and allot new
shares pursuant to any Instrument made or granted under such authority notwithstanding the
authority conferred may have ceased to be in force.
For the purposes of the above resolution and pursuant to Rules 806(3) and 806(4) of the Listing
Manual, “post-Invitation issued share capital” means the enlarged issued and paid-up share capital
of the Company after the Invitation, after adjusting for (i) new shares arising from the conversion or
exercise of any convertible securities; and (ii) any subsequent consolidation or sub-division of
shares.
SHARE CAPITAL
53


Our Shares are issued in registered form. As at the Latest Practicable Date, there is only one class of
shares in the capital of our Company, being the Shares. A summary of selected Articles of our Company
relating to, among other things, the voting rights of our Shareholders is set out in Appendix D of this
Prospectus. There are no founder, management, deferred or unissued Shares reserved for issuance for
any purpose.
As at the Latest Practicable Date, our issued and paid-up capital comprised US$28,000,000 divided into
28,000,000 ordinary shares of US$1.00 each, all of which were fully paid. Details of the changes in our
issued and paid-up capital as at 31 December 2006, being the date of our last audited accounts, and our
issued and paid-up share capital immediately after the Invitation are as follows:
Number of Shares
Paid-up Capital
(’000)
(US$’000)
Issued and fully paid-up ordinary shares as at 1 January 2006
28,000
28,000
Issued and fully paid-up ordinary shares as at 31 December 2006
28,000
28,000
Consolidation of 16 shares of US$1.00 each into 1 share of 
US$16.00 each
1,750
28,000
Sub-division of each share of US$16.00 each immediately 
after the consolidation into 100 shares of US$0.16 each
175,000
28,000
Pre-Invitation Share Capital
175,000
28,000
New Shares to be issued pursuant to the Invitation 
65,400
10,464
Post-Invitation Share Capital
240,400
38,464
Our authorised share capital and shareholders’ funds as at 31 December 2006, before and after
adjustments to reflect the increase in authorised share capital and the Invitation are set forth below.
These statements should be read in conjunction with the “Report on the Consolidated Financial
Statements for the Year ended 31 December 2006”, as set out in Appendix C of this Prospectus.
Immediately
after the
Consolidation
As at
and 
Immediately
31 December 2006
Sub-division
after Invitation
(US$)
(US$)
(US$)
Authorised Share Capital
Ordinary shares of US$1.00 each
60,000,000
–
–
Ordinary shares of US$0.16 each
–
120,000,000
120,000,000
Shareholders’ Equity
Issued and paid-up share capital
28,000,000
28,000,000
38,464,000
Other Reserves
(222,704)
(222,704)
11,325,100
Retained earnings
31,989,107
31,989,107
31,989,107
Total shareholders’ equity
59,766,403
59,766,403
81,778,207
The New Shares to be issued will rank equally in all respects with all Shares currently in issue and will
qualify for all dividends or other distributions declared, made or paid in respect of a record date which
falls after the date of their issue.
SHARE CAPITAL
54


OWNERSHIP STRUCTURE
Our Directors and Substantial Shareholders of our Company and their respective shareholdings
immediately before the Invitation (as at the Latest Practicable Date, assuming that the Consolidation and
Sub-division of the Shares in issue had taken place) and immediately after the Invitation (assuming that
the Over-allotment Option is not exercised at all) are set out below:
Before the Invitation
After the Invitation
Direct Interest
Deemed Interest
Direct Interest
Deemed Interest
Number of
Number of
Number of
Number of
Shares
%
Shares
%
Shares
%
Shares
%
Directors
Motokuni Yamashiro
31,250,000
17.9
–
–
31,250,000
13.0
–
–
Kazuhiko Yoshida
–
–
10,437,500
6.0 (1)
–
–
11,937,500
5.0
Michio Tanamoto
–
–
10,437,500
6.0 (1)
–
–
11,937,500
5.0
Hamilton Jian Ren Chueh
–
–
–
–
–
–
–
–
Jörg Wilhelm Schelp(2)
–
–
–
–
–
–
–
–
Robert Van Jin Nien(3)
–
–
–
–
–
–
–
–
Independent Directors
V-Nee Yeh
–
–
–
–
–
–
–
–
Ang Miah Khiang
–
–
–
–
–
–
–
–
Ronnie Teo Heng Hock
–
–
–
–
–
–
–
–
Substantial Shareholders
Evergreen International 
S.A.(4)
31,250,000
17.9
–
–
31,250,000
13.0
–
–
The Chuo Mitsui Trust 
& Banking Company, 
Limited(5)
18,750,000
10.7
–
–
18,750,000
7.8
–
–
Sojitz (Hong Kong) 
Limited(6)
12,500,000
7.1
–
–
12,500,000
5.2
–
–
The Sumitomo Trust and 
Banking Co., Ltd(7)
12,500,000
7.1
–
–
12,500,000
5.2
–
–
Fastwin Investment 
Limited(8)
12,500,000
7.1
–
–
12,500,000
5.2
–
–
HSH Nordbank AG(9)
12,500,000
7.1
–
–
12,500,000
5.2
–
–
Founders Corporation(10)(14)
10,437,500
6.0
–
–
11,937,500
5.0
–
–
Dr. Chang Yung Fa and 
his associates
–
–
31,250,000
17.9
–
–
31,250,000
13.0
Hopewell Holdings 
Limited(8)
–
–
12,500,000
7.1
–
–
12,500,000
5.2
Exeno Yamamizu(11)(14)
2,125,000
1.2
–
–
5,125,000
2.1
–
–
Mitsui & Co., Ltd.(12)(14)
3,718,750
2.1
–
–
8,968,750
3.7
–
–
Yamasa Co., Ltd(13)(14)
3,718,750
2.1
–
–
8,968,750
3.7
–
–
Others
23,750,000
13.7
–
–
23,750,000
9.9
–
–
Public 
–
–
–
–
50,400,000
21.0
–
–
Total
175,000,000
100.0
240,400,000
100.0
PRINCIPAL SHAREHOLDERS
55


Notes:
(1)
Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto hold 64% and 36% of the shares respectively in Founders Corporation, which
in turn holds 6.0% (pre-Invitation) or 5.0% (post-Invitation) of the Shares in our Company. Mr. Yoshida and Mr. Tanamoto are
Executive Directors of our Company.
(2)
Mr. Jörg Wilhelm Schelp is a nominee director of our Substantial Shareholder, HSH Nordbank AG.
(3)
Mr. Robert Van Jin Nien is a nominee director of our Substantial Shareholder, Fastwin Investment Limited.
(4)
Evergreen International S.A. is one of the major shipping companies of the Evergreen group. It owns and operates ships and
containers. Evergreen International S.A. is wholly-owned by Dr. Chang Yung Fa and his associates (as defined in Section 4(6)
of the SFA), Mr. Chang Kuo Hua, Mr. Chang Kuo Ming and Mr. Chang Kuo Cheng. Dr. Chang and his associates are, by
virtue of Section 4(5) of the SFA, deemed to be interested in the Shares held by Evergreen International S.A.
(5)
The Chou Mitsui Trust and Banking Company, Limited is a financial institution in Japan specialising in trust banking products
and services.
(6)
Sojitz (Hong Kong) Limited is a subsidiary of Sojitz Corporation, which is a trading company.
(7)
The Sumitomo Trust and Banking Co., Ltd is a financial institution in Japan providing asset management, custody services
and commercial banking services.
(8)
Fastwin Investment Limited is a wholly-owned subsidiary of Hopewell Holdings Limited, a public listed company in Hong Kong
with business interests in property investment and development, highway infrastructure, hotel and hospitality and construction
businesses.
(9)
HSH Nordbank AG is one of the leading banks in Northern Europe and the world’s leading provider of ship finance and
covers the entire value chain in the transportation segment.
(10)
Founders Corporation is beneficially owned as to 64% by Mr. Kazuhiko Yoshida and 36% by Mr. Michio Tanamoto. Mr. Yoshida
and Mr. Tanamoto are Executive Directors of our Company. Founders Corporation has given an undertaking to our Company
to subscribe for 1,500,000 Placement Shares under the Invitation.
(11)
Exeno Yamamizu was established in Tokyo in April 1947, and its major shareholders include NYK Line and Mitsui O.S.K.
Lines, Ltd. Exeno Yamamizu is one of the companies of the Yamamizu Shipping Group, which is a ship broker in Japan.
Exeno Yamamizu has given an undertaking to our Company to subscribe for 3,000,000 Placement Shares under the
Invitation.
(12)
Mitsui & Co., Ltd. is a public company listed on the Tokyo Stock Exchange. Mitsui & Co., Ltd. has given an undertaking to our
Company to subscribe for 5,250,000 Placement Shares under the Invitation.
(13)
Yamasa Co., Ltd was established in Okayama in December 1967 and is a manufacturer of amusement related hardware as
well as software. Yamasa Co., Ltd has given an undertaking to our Company to subscribe for 5,250,000 Placement Shares
under the Invitation.
(14)
On 25 October 2006, The Resolution and Collection Corporation disposed of its entire shareholding interest of 6.07% in our
Company (pre-Invitation) to Founders Corporation, Exeno Yamamizu, Mitsui & Co. Ltd., and Yamasa Co. Ltd.
Save as disclosed above, there are no other relationships among our Directors, Executive Officers and
Substantial Shareholders. Save as disclosed above, to the best of the knowledge of our Directors, we are
not directly or indirectly owned or controlled by any other corporation, any government or other natural or
legal person whether severally or jointly.
The Shares held by our Directors and Substantial Shareholders do not carry different voting rights from
the New Shares which are the subject of the Invitation.
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 were no significant changes in the percentages of ownership of our Directors and Substantial
Shareholders in our Company from our incorporation until the Latest Practicable Date.
Immediately following the Invitation and assuming the Over-allotment Option is not exercised, the
authorised share capital of our Company will be US$120,000,000 divided into 750,000,000 Shares, of
which 240,400,000 Shares will be issued fully paid or credited as fully paid, and 509,600,000 Shares will
remain unissued. Other than pursuant to the exercise of the Over-allotment Option, we do not have any
present intention to issue any of the authorised but unissued share capital.
Save as disclosed herein, there has been no alteration in our share capital since our incorporation.
PRINCIPAL SHAREHOLDERS
56


MORATORIUM
To demonstrate their commitment to our Group, Mr. Motokuni Yamashiro, Founders Corporation,
Evergreen, The Chuo Mitsui Trust & Banking Company, Limited, Fastwin Investment Limited, HSH
Nordbank AG, Sojitz (Hong Kong) Limited, The Sumitomo Trust and Banking Co. Ltd, Exeno Yamamizu,
Yamasa Co., Ltd and Mitsui & Co., Ltd who will hold in aggregate 166,250,000 Shares representing
69.2% of our Company’s post-Invitation share capital (including the 15,000,000 Placement Shares that
Founders Corporation, Exeno Yamamizu, Yamasa Co., Ltd and Mitsui & Co., Ltd have together given an
undertaking to subscribe for), have undertaken not to sell, transfer 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 shareholding in our Company for a period of six months commencing from the date of
admission of our Company to the Official List of the SGX-ST.
Our Executive Directors, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto, who hold 64% and 36% of the
issued share capital of Founders Corporation have each given his respective undertaking that he will not
sell, transfer 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 his respective interest in Founders Corporation for a period
of six months commencing from the date of admission of our Company to the Official List of the SGX-ST.
In addition, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto undertake that they shall not, for a period of
six months commencing on the date of admission of our Company to the Official List of the SGX-ST,
without the prior written consent of the Manager (such consent not to be unreasonably withheld or
delayed), exercise their respective voting rights in relation to their shareholdings in Founders Corporation
to approve any issue of shares of Founders Corporation if such issuance would cause their combined
shareholdings in the share capital of Founders Corporation to fall below 51%.
PRINCIPAL SHAREHOLDERS
57


The following information should be read in conjunction with the “Report on the Consolidated Financial
Statements for the Year Ended 31 December 2006” set out in Appendix C of this Prospectus.
The following table shows our cash and cash equivalents and capitalisation as at the Latest Practicable
Date:
(a)
on an actual basis based on our Group’s unaudited consolidated balance sheet; and
(b)
as adjusted to reflect the allotment and issue of 65,400,000 ordinary shares of US$0.16 each at
the Invitation Price of S$0.55 each pursuant to the Invitation and the net proceeds from the
Invitation, after deducting estimated expenses related to the Invitation.
As at
the Latest Practicable Date
Actual
As adjusted
(US$’000)
(US$’000)
Cash and bank balances
27,184
49,199
Short-term indebtedness – Secured(1)
4,127
4,127
Short-term indebtedness – Unsecured
–
–
Total short-term indebtedness
4,127
4,127
Long-term indebtedness
–
–
Total short and long-term indebtedness
4,4,127
4,127
Shareholders’ equity
60,443
82,455
Total capitalisation and indebtedness
64,570
86,582
Note:
(1)
Our Company has an aggregate of US$5.2 million of deposits. Such deposits are secured by a pledge.
Save as disclosed above, since the Latest Practicable Date, there were no material changes in our total
capitalisation and indebtedness, except for changes in our retained earnings arising from the day-to-day
operations in the ordinary course of our business.
Contingent Liabilities
Please refer to the section entitled “Management’s Discussion and Analysis of Financial Position and
Results of Operations – Indebtedness” for further details on our contingent liabilities.
CAPITALISATION AND INDEBTEDNESS
58


Dilution is the amount by which the Invitation Price paid by the subscribers of our Shares in this Invitation
exceeds the NAV per Share after the Invitation. Our NAV per Share as at 31 December 2006 and based
on our pre-Invitation share capital of 175,000,000 Shares, was 51.9 cents per Share.
Based on the issue of 65,400,000 New Shares at the Invitation Price for each New Share pursuant to the
Invitation and after deducting the estimated issue expenses, the adjusted NAV of our Company as at 31
December 2006 would have been 51.7 cents per Share based on the post-Invitation issued and paid-up
share capital of 240,400,000 Shares. This represents an immediate decrease in NAV of 0.2 cents per
Share to our existing Shareholders and an immediate dilution of 3.3 cents per Share to our new investors
pursuant to the Invitation (“New Investors”).
The following table illustrates such dilution per Share:
Per Share (Cents)
Invitation Price
55
NAV per Share as at 31 December 2006 and based on the pre-Invitation 
share capital of 175,000,000 Shares
51.9 (1)
Decrease in NAV per Share attributable to existing Shareholder
0.2 (1)
Adjusted NAV per Share after the Invitation(2) (3)
51.7 (1)
Dilution in NAV per Share to New Investors
3.3 (1)
Notes:
(1)
Based on the exchange rate of US$1 : S$1.52 for illustrative purpose only.
(2)
Assuming the Over-allotment Option is not exercised. If the Over-allotment Option is exercised in full, the NAV per Share
immediately after the Invitation would be 51.8 cents per Share.
(3)
The computed NAV per Share does not take into account the actual financial performance from 1 January 2007 up to the
Latest Practicable Date. Depending on the actual financial results and the net gain or loss from translation of the financial
statements of our subsidiaries, the NAV per Share may be higher or lower than the computed NAV per Share.
The following table summarises the total number of Shares acquired by our Directors and Substantial
Shareholders and their Associates during the three years prior to the date of lodgment of this Prospectus,
the total consideration paid by them and the effective cash cost per share to them.
Total
Effective cash
No. of shares
consideration
cost per share
acquired
(US$)
(US$)
Directors and their Associates
Founders Corporation
1,062,500
265,200
0.2496
DILUTION
59


The following tables present the selected consolidated financial information of our Group as at and for the
financial years ended 31 December 2004, 2005 and 2006.
The selected consolidated financial information for the financial years ended 31 December 2004, 2005
and 2006 have been extracted from the Reports on the Consolidated Financial Statements for the years
ended 31 December 2004, 2005 and 2006 set out in Appendices A, B and C of this Prospectus without
material adjustments. These selected consolidated financial information should be read in conjunction
with the Reports on the Consolidated Financial Statements for the years ended 31 December 2004, 2005
and 2006 set out in Appendices A, B and C of this Prospectus and the related notes thereto.
With effect from the financial year ended 31 December 2005, we changed our presentation of the income
statement as set out in the audited financial statements by presenting an analysis of expenses using
classification based on their nature. For the financial year ended 31 December 2004, we presented an
analysis of expenses based on their function within our Group in the income statement as set out in the
audited financial statements.
For comparison purposes, the selected consolidated financial information contained in this section of this
Prospectus has been presented using the classification and format in the audited consolidated financial
statements of our Group for the financial years ended 31 December 2005 and 2006. As a result, certain
balances in respect of the financial year ended 31 December 2004 were reclassified and restated. The
reclassification and restatement had no impact on the consolidated net profit and consolidated net assets
of our Group for the financial year ended 31 December 2004. Please refer to the section on reconciliation
for details of the reclassification of the comparative figures for the financial year ended 31 December
2004.
CONSOLIDATED RESULTS OF OUR GROUP
Restated(1)
Audited
Audited
US$’000
FY2004
FY2005
FY2006
Fee income(2)
5,599
12,234
9,922
Investment returns
6,682
5,011
7,983
Income from defaulted loans
1,862
–
–
Interest income
339
936
1,543
Other income
317
86
22
Total income
14,799
18,267
19,470
Employee benefits expense
(5,087)
(5,481)
(6,084)
Depreciation expense
(77)
(106)
(278)
Other expenses
(1,821)
(3,316)
(3,107)
Reversal of impairment loss on loans receivable
250
–
–
Gain/(loss) on disposal of fixed assets
–
2
(16)
(6,735)
(8,901)
(9,485)
Operating profit
8,064
9,366
9,985
Finance costs – interest expense
(46)
(42)
(83)
Share of profit of associates after tax
96
594
1,929
Profit before income tax
8,114
9,918
11,831
Income tax expense
(179)
(479)
(398)
Profit for the year
7,935
9,439 
11,433 (3)
EPS(4) (pre-Invitation)  
US$0.045
US$0.054
US$0.065 (3)
EPS(5) (post-Invitation)
US$0.033
US$0.039
US$0.048 (3)
SELECTED FINANCIAL INFORMATION AND OTHER DATA
60


Notes:
(1)
Please refer to the section below for the reconciliation of the restated figures to the audited financial statements for the
respective financial year.
(2)
Our fee income includes income generated from related party transactions as discussed in Note 29 to the consolidated
financial statements of our Company for FY2006.
(3)
Our profit for the year and the EPS for FY2006 would not be materially affected had the Service Agreements as described in
the section entitled “Directors, Management and Staff – Service Agreements” been in place at the beginning of FY2006.
(4)
For comparative purposes, the EPS (pre-Invitation) is computed by dividing the profit for the year by our pre-Invitation share
capital of 175,000,000 Shares.
(5)
For comparative purposes, the EPS (post-Invitation) is computed by dividing the profit for the year by our post-Invitation share
capital of 240,400,000 Shares.
RECONCILIATION OF OUR CONSOLIDATED RESULTS AS SET OUT IN THIS PROSPECTUS TO
OUR AUDITED CONSOLIDATED FINANCIAL STATEMENTS
The table below sets out the reconciliation of the restated figures to the audited consolidated financial
statements for the financial year ended 31 December 2004:
Annual Report
Original
Reclassification
Restated
US$’000
Fee income
5,599
–
5,599
Investment returns
6,682
–
6,682
Income from defaulted loans
1,862
–
1,862
Interest income
339
–
339
Other income
317
–
317
Total income
14,799
–
14,799
By function (1)
Administrative expenses
(6,985)
6,985
–
Reversal of impairment loss on loans receivable
250
(250)
–
(6,735)
6,735
–
By nature (1)
Employee benefits expense
–
(5,087)
(5,087)
Depreciation expense
–
(77)
(77)
Other expenses
–
(1,821)
(1,821)
Reversal of impairment loss on loans receivable
–
250
250
–
(6,735)
(6,735)
Operating profit 
8,064
–
8,064
Finance costs – interest expense
(46)
–
(46)
Share of profit of associates after tax
96
–
96
Profit before income tax 
8,114
–
8,114
Income tax expense
(179)
–
(179)
Profit for the year
7,935
–
7,935
Note:
(1)
Expenses in the income statement as set out in the audited consolidated financial statements of our Group for the financial
year ended 31 December 2004 were presented according to their functions. For comparison purposes, the expenses have
been reclassified according to their nature using the classification and format in the audited consolidated financial statements
for the financial years ended 31 December 2005 and 2006.
SELECTED FINANCIAL INFORMATION AND OTHER DATA
61


CONSOLIDATED FINANCIAL POSITIONS OF OUR GROUP
Restated(1)
Audited
Audited
As at
As at
As at
31 December 2004
31 December 2005
31 December 2006
US$’000
ASSETS
Non-current assets
Property, plant and equipment
122
147
652
Loans receivable
150
50
2,500
Investments
8,289
15,437
19,249
Investments in associates
6,928
6,648
8,472
Amounts due from associates
4,781
756
–
Deposit for purchase of vessel
–
–
3,944
20,270
23,038
34,817
Current assets
Loans receivable
1,200
100
3,050
Rental and utility deposits paid
227
433
375
Deposits pledged as collateral
12,614
10,082
5,053
Accounts receivable
93
465
1,491
Derivative financial instruments
–
–
163
Prepaid expenses
247
267
235
Interest receivable
54
20
74
Amount due from associate
–
–
4
Cash and bank balances
24,000
27,544
22,205
Tax receivable
–
–
105
38,435
38,911
32,755
Total assets
58,705
61,949
67,572
EQUITY
Capital and reserves attributable 
to equity holders
Share capital
28,000
28,000
28,000
Other Reserves
–
–
(223)
Retained earnings
12,517
21,956
31,989
Total equity
40,517
49,956
59,766
LIABILITIES
Non-current Liabilities
Deferred tax liabilities
178
264
636
178
264
636
Current Liabilities
Amount due to associate
–
11
1
Borrowings
12,526
9,041
4,222
Accounts payable
2,267
227
278
Derivative financial instruments
–
–
144
Accrued expenses
1,783
2,023
2,462
Tax payable
34
427
63
Dividend payable
1,400
–
–
Total current liabilities
18,010
11,729
7,170
Total equity and liabilities
58,705
61,949
67,572
Total liabilities
18,188
11,993
7,806
Net assets
40,517
49,956
59,766
SELECTED FINANCIAL INFORMATION AND OTHER DATA
62


Note:
(1)
Deposits pledged as collateral was previously classified under cash and bank balances in the audited consolidated financial
statements for the financial year ended 31 December 2004. For comparative purposes, this balance had been reclassified
using the classification and format in the audited consolidated financial statements for the financial years ended 31 December
2005 and 2006.
SELECTED FINANCIAL INFORMATION AND OTHER DATA
63


PRO FORMA FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
On 17 April 2007, we launched the Akebono Fund in order to take advantage of the Singapore Maritime
Port Authority’s Maritime Finance Incentive (“MFI”) schemes. On 13 September 2006, our wholly-owned
subsidiary, Uni-Asia Capital (Singapore) Limited, was designated as an Approved Shipping Investment
Manager (“ASIM”) under the Income Tax Act, Chapter 134 of Singapore (the “SITA”) by the Singapore
Maritime Port Authority (“MPA”). At the same time, the MPA had also granted a designation of Approved
Shipping Investment Enterprise (“ASIE”), for the Akebono Fund. Our Company has committed to invest in
the Akebono Fund, together with other investors, by way of subscription for a principal amount of
US$42.9 million Performance Notes issued or to be issued by the Akebono Fund pursuant to the terms of
a subscription agreement dated 17 April 2007.
Paragraph 23 of Part IX of the Fifth Schedule to the Securities and Futures (Offer of Investments)
(Shares and Debentures) Regulations 2005 (“SFR”) requires the Prospectus to include pro forma
financial statements for the most recent completed financial year where our Company has, inter alia,
acquired any asset or any entity, or entered into any agreement, to acquire any asset or entity, during the
period between the beginning of the most recent completed financial year and the date of registration of
the Prospectus with the Authority and the net book value of that asset would have accounted for 10% or
more of the net assets of our Group in respect of our most recent completed financial year.
As our total committed investment amount in the Akebono Fund exceeds 10% of the net assets of our
Group for FY2006, we are, accordingly, required under paragraph 23 of Part IX of the Fifth Schedule to
the SFR, to include pro forma financial information in this Prospectus.
In this regard, we have applied to the Authority and the Authority has granted us a waiver from
compliance with the requirement under paragraph 23 of Part IX of the Fifth Schedule to the SFR to
include pro forma financial statements for the financial year ended 31 December 2006, on the bases set
out below.
We do not have available all financial information on the Akebono Fund’s ship investments from which
such pro forma financial statements can be prepared. Although our Company has identified certain
vessels, consisting of existing vessels and/or newbuilds that were or may be proposed to be acquired by
the Akebono Fund, the actual decision to acquire such vessels may be subject to change. In the event
that the Akebono Fund decides to acquire existing vessels from the funds that our Company currently
invests in, our Company may have access to the financial information relating to the historical
performance of the vessels.
Even if financial information on the potential vessels to be acquired by the Akebono Fund is available, we
believe that it would not be advisable for our Company to rely on such financial information as a basis for
preparing any pro forma financial statements for inclusion in this Prospectus, for the following reasons:
(i)
the historical financial performance of the vessel would not be relevant as the future performance
of the vessel would be dependent on various factors, including deployment and tenure of the
charters and charter rates. Charter rates are dictated by global trends and may differ from year to
year. Given that the factors contributing to the financial performance of the vessel in the current
year may differ from those of previous years, should our Company prepare the pro forma accounts
based on the historical financial information of the vessel, it may be misleading to investors who
may rely on the pro forma accounts in this Prospectus to make an investment decision, as such pro
forma financial information may not be indicative of the future performance of the vessel and,
consequently, our Company; and 
(ii)
our Company may not be in a position to verify the accuracy and validity of such underlying
financial information.
SELECTED FINANCIAL INFORMATION AND OTHER DATA
64


The following discussion should be read in conjunction with our audited consolidated financial statements
together with the related notes thereto, all of which are included elsewhere in this Prospectus. 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 Prospectus, particularly in the section entitled
“Risk Factors”.
OVERVIEW
Uni-Asia is an Asia-based structured finance arrangement and Alternative Assets direct investment firm.
Our principal activities are in: (1) structured finance – the finance arrangement of transport related assets
(such as ships and aircraft), and the provision of ship charter arrangement and agency services; and (2)
Alternative Assets investment/management – direct investments in and/or the arrangement and
administration of Alternative Assets investments such as ships, distressed assets and real estate.
We have an established base of clients that include Evergreen Group, CIDO Shipping Group and
Dainichi-Invest Corporation.
Income
Our income comprises primarily of: (i) fee income; (ii) investment returns; (iii) income from defaulted
loans; (iv) interest income; and (v) other income. Our investment returns comprise mainly realised gain on
investments, return on Performance Notes and fair value adjustments on Performance Notes. Return on
Performance Notes comprises interest income from Performance Notes.
We derive income primarily from four main business segments, namely: (i) structured finance; (ii) ship
investment/management;
(iii) distressed assets investment/management;
and (iv) property
investment/management.
(1)
Structured finance 
This business segment relates to the finance arrangement of transport related assets (such as ships and
aircrafts) and ship charter arrangement and agency services. We act as agent of and participate in the
arrangement of syndicated commercial loans, tax oriented leases, and charter brokerage and we
specialise mainly in shipping in Asia. Our income from structured finance accounted for 18.0%, 39.2%
and 30.8% of our total income in FY2004, FY2005 and FY2006, respectively. In our structured finance
business, our Company will mainly act as finance arranger. As at 31 December 2003, our Company had
been contracted to arrange financing for 10 containerships, for which we would collect a fee of US$0.69
million in respect of each ship (totalling US$6.9 million for all 10 ships), including completion fees of
US$0.55 million per ship (totalling US$5.5 million for all 10 ships). As at 31 December 2006, a total of six
containerships have been delivered and the fees received in respect of these containerships have been
recognised as income for FY2005 or, as the case may be, FY2006. The remaining fees will be recognised
as income in the year of the delivery of the relevant vessels. As at the Latest Practicable Date, two
additional containerships had already been delivered in the first half of FY2007. The third containership is
expected to be delivered in the 3rd quarter of FY2007 and the last containership is expected to be
delivered in the 1st quarter of FY2008.
Although our Company has, historically, participated in syndicated loans, we do not, moving forward,
expect that participation in syndicated loans to be a material component of our income. As such, our
Company does not regard itself to be exposed to any material credit and interest rate risks arising from
participation in syndicated loans. The income received from participation in syndicated loans in FY2004,
FY2005 and FY2006 were not significant, and are set out as follows:

FY2004: US$12,000 (representing 0.08% of the total income for that year)

FY2005: US$10,000 (representing 0.05% of the total income for that year)

FY2006: US$8,000 (representing 0.04% of the total income for that year)
65
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


In this regard, the reference to the line item “Interest income – participation in syndicated loans” in Note 7
to the audited consolidated financial statements of our Company for FY2006 (on page C-24 of this
Prospectus) should be construed as interest income derived from our Company’s participation in the two
bridging loans provided by our Company to Harmonic Shipping S.A. (in respect of US$0.2 million) and
Sunrise Shipping S.A. (in respect of US$0.1 million) and a syndicated loan to Evergreen Marine (UK)
Limited, formerly known as Hatsu Marine Limited (in respect of which our Company’s income from
participation was US$8,000). As at the Latest Practicable Date, the syndicated loan to Evergreen Marine
(UK) Limited has been repaid in full.
Our income from structured finance includes (a) arrangement fee; (b) brokerage fee; and (c) agency fee.
(2)
Alternative Assets investment/management
(i)
Ship investment/management
Our ship investment activities comprise mainly direct and indirect ship investments. Our ship management
activities comprise mainly the arrangement and administration of ships/ship investments held by us
and/or third-parties. Our income from ship investment/management accounted for 64.8%, 49.3% and
56.6% of our total income in FY2004, FY2005 and FY2006, respectively.
Our indirect ship investments include investments made in funds such as the Searex Series I Fund and
the Searex Series II Fund in FY2004. We also act as the administrator and agent of the Searex Series I
Fund and the Searex Series II Fund responsible for managing and arranging debt finance for the funds.
Our income from ship investment/management activities include (a) arrangement fee for arranging
financing for our ship investments made in partnership with other investors as well as, if any, ship
investments by us in principal; (b) administration fee and incentive fee; (c) project management fee; (d)
agency fee; (e) ship charter brokerage fee; and (f) investment returns from our direct investments and our
investments made through investment funds, including fair value adjustments on the Performance Notes
as well as the vessels in which we may have an investment.
(ii)
Distressed assets investment/management
Our distressed assets investment/management activities comprise mainly the investment in and disposal
of distressed assets in Asia (excluding Japan) and/or administration of distressed assets held by us
and/or directly by third-parties. Our income from distressed assets investment/management accounted for
15.8%, 5.6% and 6.0% of our total income in FY2004, FY2005 and FY2006, respectively.
Our income from distressed assets investment/management activities include fees for the provision of
agency, advisory and administration services, incentive fees and investment returns from the recovery of
investments in NPLs including fair value adjustments on the Performance Notes.
(iii)
Property investment/management 
Our property investment in Japan is held through Capital Advisers. Capital Advisers was our wholly-
owned subsidiary before it became our associated company in May 2003 when Capital Advisers raised
new equity capital from a number of independent third-party investors. Prior to May 2003, property
income from Capital Advisers was consolidated in our consolidated financial statements. From May 2003,
equity accounting was applied on property income from Capital Advisers after Capital Advisers became
our associated company.
In 2004, we held a 5.3% interest in AP Real Estate Ltd. (“AP”) and a 10% interest in RS Property
Investment (“RS”). AP and RS are principally engaged in the investment and management of properties
in Japan. As at 31 December 2006, we held Performance Notes of Yen 10,000 (or approximately US$84)
in AP and we no longer have any interest in RS.
66
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


Factors affecting our income
The key factors affecting our income include the following:
(a)
the performance of the shipping industry;
(b)
the opportunities in the real estate market in the PRC and other parts of Asia;
(c)
the opportunities available in the distressed assets markets in Asia;
(d)
the fair value of our investments;
(e)
the macroeconomic policies of countries in Asia such as the PRC and Japan; and
(f)
the economic environment in Asia.
Income recognition
Our arrangement fees are recognised on delivery of the asset and upon completion of the transaction
when all obligations associated with the transaction are completed and when the amount of income can
be measured reliably.
Our agency fees and commissions are recognised when pre-agreed duties and functions of acting as an
agent have been rendered.
Our project management fees are recognised on an accrual basis.
Our administration fee, agency fee and incentive fee from distressed loans are recognised as they
crystallise according to the pre-agreed terms of contract.
Our interest income is recognised on a time-proportion basis using the effective yield basis.
Fair value adjustments on financial assets through profit or loss
Our financial statements are prepared in conformity with the International Financial Reporting Standards
(“IFRS”). Pursuant to the IFRS, certain financial assets are measured at their fair values. Performance
Notes are investments with income and maturity values which fluctuate based on the distributions
received from underlying assets, which are generally investments in property development companies,
defaulted loans or shipping companies. Fair values of Performance Notes are determined by our interest
in the fair values of each scheme’s underlying assets. Gains and losses arising from changes in the fair
value of all securities are recognised in the consolidated income statement as they arise. We recognised
a net gain on fair value adjustments on Performance Notes and other investments of US$1.4 million,
US$1.8 million and US$3.3 million in FY2004, FY2005 and FY2006, respectively.
Employee benefits expense
Our employee benefits expense includes salaries (including Director’s remuneration), pension costs for
defined contribution plans, staff residencies cost and other welfare cost and allowances. Employee
benefits expense accounted for 75.5%, 61.6% and 64.1% of our total operating expenses in FY2004,
FY2005 and FY2006, respectively.
Depreciation expense
Our depreciation expense include depreciation expense for leasehold improvements, depreciation
expense for office equipment, depreciation expense for furniture and fixtures and depreciation expense
for motor vehicles. Depreciation expense accounted for 1.1%, 1.2% and 2.9% of our total operating
expenses in FY2004, FY2005 and FY2006, respectively.
67
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


Other expenses
Our other expenses include rental expenses under operating leases for office premises, auditors’
remuneration, travelling and entertainment expense, net foreign exchange loss, professional services fees
and miscellaneous expenses. Other expenses accounted for 27.0%, 37.3% and 32.8% of our total
operating expenses in FY2004, FY2005 and FY2006, respectively.
Operating profit margin
Our operating profit margins for FY2004, FY2005 and FY2006 are 54.5%, 51.3% and 51.3%,
respectively.
Finance cost
Our finance cost comprise of interest expense to financial institutions (non-related companies) being
mainly interest on our bank loans and overdrafts.
Share of profit from associates after tax
Our Group’s share of profit from associates after tax represents our Group’s share of profit in Capital
Advisers and Uni-Ships and Management Limited, and it amounted to US$0.1 million, US$0.6 million and
US$1.9 million for FY2004, FY2005 and FY2006, respectively.
Our Group’s share of profit from associates after tax increased to US$1.9 million in FY2006 from US$0.6
million in FY2005 mainly due to an increase in profit of Capital Advisers in FY2006. Capital Advisers
realised a gain on disposal of its investment in three hotels in FY2006.
Capital Advisers was our wholly-owned subsidiary prior to 2 May 2003 and became our associated
company on 2 May 2003. We currently hold an equity interest of 44.8% in Capital Advisers. Uni-Ships and
Management Limited became our associated company on 25 January 2005 and we maintain an equity
interest of 30.0% of Uni-Ships and Management Limited.
As at 31 December 2006, Capital Advisers invested in and acted as the asset manager of eleven hotels
in Japan. The size of assets under management by Capital Advisers as at the end of FY2006 was Yen
58.5 billion (or approximately US$491.9 million).
Taxation
Our tax on profits has been calculated at rates of taxation prevailing in the jurisdictions in which our
Group operates. As at the Latest Practicable Date, the prevailing corporate tax rates for the various
jurisdictions in which our Group operates are as follows: 17.5% for Hong Kong, 18% for Singapore, 33%
for the PRC and 40.65% for Japan.
Our Company was incorporated in the Cayman Islands as an exempted company with limited liability
under the Cayman Companies Law and, accordingly, is exempted from payment of Cayman Islands
income tax. Apart from Uni-Asia Services and Agency Limited which was incorporated in Hong Kong, our
Company’s other subsidiaries were incorporated in Singapore, Hong Kong, the PRC, British Virgin Islands
and Japan. Offshore Property Investment Corporation, a wholly-owned subsidiary of the Company, was
incorporated in the British Virgin Islands under the International Business Companies Act of the British
Virgin Islands and was subsequently reregistered under the BVI Business Companies Act, and is
accordingly exempted from payment of the British Virgin Islands income tax.
Our Company conducts our business mainly in Asia and we have accumulated tax losses of
approximately US$6.7 million from Hong Kong as at the end of FY2006. These tax losses will be carried
forward against our future profits which are taxable in Hong Kong.
No deferred income tax asset has been recognised by us in respect of these un-utilised tax losses during
FY2004, FY2005 and FY2006. Deferred income tax assets are recognised for tax losses carried forward
only to the extent that the realisation of the related tax benefit through the future taxable profits is
probable in future, in accordance with our accounting policy.
68
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


REVIEW OF RESULTS OF OPERATIONS
The following tables show income by the business segment and geographical segment for each of the
periods under review:
Income by Business Segment
FY2004
FY2005
FY2006
US$’000
%
US$’000
%
US$’000
%
(i)
Structured finance income 
2,669
18.0
7,165
39.2
5,994
30.8
(ii)
Ship investment/management income
9,594
64.8
8,997
49.3
11,013
56.6
(iii)
Distressed assets investment/management 
income 
2,336
15.8
1,019
5.6
1,177
6.0
(iv)
Property investment/management income
(99)
(0.6)
186
1.0
53
0.3
Unallocated
299
2.0
900
4.9
1,233
6.3
Total income
14,799
100.0
18,267
100.0
19,470
100.0
Unallocated income represents interest income from cash and cash equivalents.
Income by Geographical Segment
FY2004
FY2005
FY2006
US$’000
%
US$’000
%
US$’000
%
Income
Global (indeterminate location)(1)
8,353
56.5
8,918
48.8
8,896
45.7
Asia (excluding Japan)(2)
6,156
41.6
3,052
16.7
6,823
35.1
Japan(3)
(9)
(0.1)
5,397
29.6
2,518
12.9
Unallocated(4)
299
2.0
900
4.9
1,233
6.3
Total
14,799
100.0
18,267
100.0
19,470
100.0
Notes:
(1)
The global segment represents (a) income derived from our investment in ship investment funds, which do not have a fixed
geographical location; (b) income from activities including ship finance arrangement and management for special purpose
companies holding vessels, which have no fixed geographical location; and (c) structured finance income from our European
client in the case of FY2004.
(2)
The Asia (excluding Japan) segment represents activities with assets or customers located in Taiwan, Indonesia, the PRC
and Korea, which includes structured finance, shipping finance/investment/management and distressed assets investments.
(3)
The Japan segment represents income from activities (including structured finance arrangement) with assets or customers
located in Japan.
(4)
Income from the unallocated segment represents interest income from our cash and cash equivalents held by our head office
in Hong Kong and our subsidiary in Singapore.
69
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


FY2005 vs FY2004
Income
Our income in FY2005 increased by 23.4% from US$14.8 million in FY2004 to US$18.3 million in
FY2005 mainly due to an increase in income from structured finance by US$4.5 million and an increase
in interest income from cash and cash equivalents of US$0.6 million, offset by a decrease in distressed
assets income of US$1.3 million.
Structured finance 
Our income from structured finance increased by 168.5% from US$2.7 million in FY2004 to US$7.2
million in FY2005 mainly due to an increase in the value of syndicated loans arranged in FY2005.
We arranged 12 syndicated loans and ship charter arrangement transactions totalling approximately
US$930.2 million and generating US$7.1 million in arrangement, brokerage and agency fees in FY2005,
as compared to five syndicated loans and tax leases totalling approximately US$417.3 million and
generating US$2.6 million in arrangement and agency fees in FY2004.
Ship investment/management 
Our income from ship investment/management in FY2005 was US$9.0 million compared to US$9.6
million in FY2004.
Our income from ship investment/management in FY2005 include fee income comprising arrangement
fees and agency fees of US$1.0 million, administration fees and incentive fees of US$2.5 million primarily
due to the higher level of administration fees received as a result of the launch of the Searex Series I and
Series II Funds, project management fees of US$0.8 million, as well as investment returns comprising
interest on Performance Notes of US$2.5 million and fair value adjustment on Performance Notes of
US$2.4 million.
Our income from ship investment/management in FY2004 include fee income comprising arrangement
fees and agency fees of US$1.3 million, administration fees and incentive fees of US$1.4 million,
investment returns comprising interest on ship investments and Performance Notes of US$2.5 million and
US$2.6 million respectively, fair value adjustment on Performance Notes of US$1.6 million and others of
US$0.2 million.
A second shipping fund Searex Series II Fund with an asset size of approximately US$100 million was
successfully launched in December 2004. This fund contributed a total US$0.4 million fee income and
investment return to us in FY2005. During the year, the Searex Series I Fund sold a small handy size
bulk carrier, Ocean Time, in FY2005.
As at 31 December 2005, our total ship investments through equity shares and Performance Notes
amounted to US$3.7 million and US$9.7 million respectively.
Distressed assets investment/management
Our income from distressed assets investment/management decreased by 56.4% from US$2.3 million in
FY2004 to US$1.0 million in FY2005.
The decrease in income was mainly due to the full recovery in FY2004 of one distressed asset which we
directly invested in which contributed US$1.9 million of income in FY2004. We recorded fee income
comprising agency, advisory, administration and incentive fees of US$0.3 million and investment return
comprising return on Performance Notes of US$0.1 million in FY2004 from AAA Series I Fund and AAA
Series II Fund.
70
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


We recorded fee income comprising agency, advisory, administration and incentive fees of US$0.7 million
and investment return comprising return on Performance Notes of US$0.3 million in FY2005 from AAA
Series I Fund and AAA Series II Funds. As at 31 December 2005, the nominal value of the Performance
Notes outstanding on the balance sheets of AAA Series I Fund and AAA Series II Fund was US$5.3
million (2004: US$5.6 million) of which our share of interest was US$1.7 million (2004: US$1.8 million).
Property investment/management
We recorded interest return on Performance Notes issued by AP and RS of US$0.1 million and fair
valuation gain from our investments in AP and RS of US$0.1 million.
As at 31 December 2005, we held Performance Notes on AP and RS of Yen 10,000 (or approximately
US$84) and Yen 23.2 million (or approximately US$0.2 million) respectively.
Operating expenses
Our operating expenses increased by 32.2% from US$6.7 million in FY2004 to US$8.9 million in FY2005
mainly due to an increase in rental of US$0.2 million following the relocation of our office in Hong Kong,
an increase in employee benefits expense of US$0.4 million due to an increase in our headcount and
salary adjustments, an increase in professional fees of US$0.5 million and an increase in net foreign
exchange loss of US$0.4 million arising from translation losses mainly from our investments in Japan.
Operating profit and operating profit margin
Our operating profit increased by 16.1% from US$8.1 million in FY2004 to US$9.4 million in FY2005. Our
operating profit margin decreased slightly from 54.5% in FY2004 to 51.3% in FY2005. The decrease in
our operating profit margin is mainly due to the increase in our operating expenses relating to an increase
in professional fees by US$0.5 million and office rental expenses by US$0.2 million.
Taxation
Our tax expense increased from US$0.2 million in FY2004 to US$0.5 million in FY2005 mainly due to
higher taxable income recorded in FY2005.
Profit for the year
Based on the foregoing, our profit for the year increased by 18.9% from US$7.9 million in FY2004 to
US$9.4 million in FY2005 mainly due to an increase in structured finance income in FY2005.
FY2006 vs FY2005
Income
Our income increased by 6.6% from US$18.3 million in FY2005 to US$19.5 million in FY2006 due
primarily to a US$2.0 million increase in income from ship investment/management, a US$0.2 million
increase in income from our distressed assets investment/management activities and a US$0.3 million
increase in interest income, offset by a US$1.2 million decrease in income from structured finance and a
US$0.1 million decrease in income from property investment/management.
Structured finance 
Our income from structured finance decreased by 16.3% from US$7.2 million in FY2005 to US$6.0
million in FY2006 mainly due to a decrease in the number and total volume of syndicated transactions
arranged in FY2006.
We arranged six syndicated loans and ship charter arrangement transactions totalling approximately
US$459.9 million and generating US$6.0 million in arrangement, brokerage and agency fees in FY2006
as compared to 12 syndicated loans and ship charter arrangement transactions totalling approximately
US$930.2 million and generating US$7.1 million in arrangement, brokerage and agency fees in FY2005.
71
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


Ship investment/management 
Our income from ship investment/management in FY2006 totalled US$11.0 million as compared to
US$9.0 million in FY2005. This increase of US$2.0 million was mainly due to (a) increase of US$1.8
million in investment return in respect of our Performance Notes in Searex I; and (b) an increase of
US$1.3 million in the fair valuation gain due to the improvement of the shipping market, offset by a
reduction of approximately US$1.0 million in fee income derived from ship investment/management.
Our income from ship investment/management in FY2006 include fee income comprising arrangement
and agency fees of US$1.4 million, administration fees and incentive fees of US$1.9 million, as well as
investment returns comprising interest in Performance Notes of US$4.3 million, fair value adjustment on
Performance Notes of US$1.2 million and fair value adjustments on ship investments of US$1.9 million.
As at 31 December 2006, our total ship investments through equity shares and Performance Notes
amounted to US$8.3 million and US$9.7 million respectively.
Distressed assets investment/management 
Our income from distressed assets investment/management increased by 15.5% from US$1.0 million in
FY2005 to US$1.2 million in FY2006.
In FY2006, we recorded fee income comprising agency, advisory, administration and incentive fees of
US$0.7 million and investment return comprising return on Performance Notes of US$0.4 million and fair
value adjustment on performance notes from AAA Series I and Series II Funds of US$0.1 million. AAA
Series I Fund expired in FY2006. As at 31 December 2006, the aggregate nominal value of the
Performance Notes outstanding on the balance sheet of AAA Series II Fund totalled US$2.7 million (the
aggregate nominal value of the Performance Notes outstanding on the balance sheets of AAA Series I
and II Funds totalled US$5.3 million as at 31 December 2005) of which our share of interest was US$0.9
million (our share of interest of AAA Series I and Series II Funds totalled US$1.7 million as at 31
December 2005). Drawdown of AAA Series II Performance Notes took place on 21 December 2006 and
AAA Series I Performance Notes were fully redeemed on 22 December 2006.
Property investment/management 
We recorded fair value adjustment on our investment in Performance Notes in RS of approximately
US$50,000 in FY2006. These Performance Notes on RS were fully redeemed in March 2006. As at 31
December 2006, we held Performance Notes on AP of Yen 10,000 (or approximately US$84).
Operating expenses 
Our operating expenses increased by 6.6% from US$8.9 million in FY2005 to US$9.5 million in FY2006
due primarily to an increase in our rental expenses of US$0.2 million following the relocation of our office
in Hong Kong, Singapore and Japan and an increase of US$0.6 million in employee benefits expense
due to an increase in our headcount and salary adjustments. There was a reduction of foreign exchange
loss of US$0.3 million in FY2006 as compared to FY2005.
Operating profit and operating profit margin
Our operating profit increased by 6.6% from US$9.4 million in FY2005 to US$10.0 million in FY2006. Our
operating profit margin remained consistent at 51.3% for FY2005 and FY2006.
Taxation
Our tax expense was US$0.4 million in FY2006 as compared to US$0.5 million in FY2005. Our tax
expense in FY2006 was mainly attributable to taxable income earned in Singapore and an increase in
deferred tax liability provision made in relation to the withholding tax of 20% that had been withheld in
accordance with Japanese tax laws, in respect of the profits arising from our Company’s investment in
Capital Advisers.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


Profit for the Year
Our profit for the year increased by 21.1% from US$9.4 million in FY2005 to US$11.4 million in FY2006
based on the foregoing and due partly to a US$1.3 million increase in our share of profit from Capital
Advisers, our associated company.
REVIEW OF FINANCIAL POSITION
Non-current assets
As at 31 December 2006, our non-current assets amounted to US$34.8 million, comprising US$0.7
million in property, plant and equipment, US$2.5 million in loans receivable, US$3.9 million in deposit for
the acquisition of a vessel, US$19.2 million in investments and US$8.5 million in investments in
associates.
Our investments of US$19.2 million comprised mainly US$9.7 million in Performance Notes of unlisted
shipping companies, US$8.3 million in shares of shipping companies engaged in ship investment and
management and US$1.0 million in unlisted Performance Notes of distressed debt.
Our investments in associates of US$8.5 million comprise mainly of our investment in Capital Advisers.
Our loans receivables of US$2.5 million refers to the bridging loan granted to Sunrise Shipping S.A. The
interest rate payable on this bridging loan is 6% per annum. As at the Latest Practicable Date, the
bridging loan remains payable and will mature on 11 September 2011.
Current assets 
As at 31 December 2006, our current assets amounted to US$32.8 million, comprising US$3.1 million of
loans receivables, US$0.4 million of rental and utility deposits paid, US$5.1 million of deposits pledged as
collateral, US$1.5 million of accounts receivable, US$0.2 million of prepaid expenses, US$0.1 million tax
receivable, approximately US$74,000 of interest receivable, US$22.2 million of cash and bank balances,
approximately US$4,000 of amount due from associates and US$0.16 million of derivative financial
instruments.
Our loans receivables of US$3.0 million refers primarily to the bridging loan granted to Harmonic
Shipping S.A. The interest payable on this bridging loan was set as the rate of LIBOR + 2% per annum.
The bridging loan was fully repaid on 30 April 2007.
As shown in the Group’s balance sheet as at 31 December 2006, there is an amount of US$5.1 million of
deposits. This amount is pledged as collateral for a Japanese Yen denominated revolving bank loan
facilities used for hedging.
Non-Current Liabilities
This refers to our deferred tax liabilities of US$0.6 million as at 31 December 2006.
Current Liabilities
As at 31 December 2006, our current liabilities amounted to US$7.2 million, comprising US$4.2 million of
borrowings, US$0.3 million of accounts payable, US$2.5 million of accrued expenses, tax payable of
approximately US$63,000, amount due to associate of approximately US$1,000 and US$0.1 million of
derivative financial instruments.
The borrowings of US$4.2 million is revolving on an annual basis and bears an interest rate of floating
Yen LIBOR and were secured against our cash deposits as at 31 December 2006. Our cash deposits as
at 31 December 2006 is US$5.1 million.
Equity
As at 31 December 2006, our equity comprised an issued share capital of US$28.0 million, retained
earnings of US$32.0 million and other reserves of US$(0.2) million.
73
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


INDEBTEDNESS
Borrowings and collaterals
As at 31 December 2006, we had total outstanding borrowings amounting to US$4.2 million, which relate
to a loan of Yen 502.0 million (or approximately US$4.2 million). This loan is secured by a cash deposit of
US$5.1 million.
As at 31 December 2006, our material credit facilities include the following:
Borrowings
outstanding
as at
Bank and type of
Facility
31 December
Duration of
Purpose of 
facility
amount
2006
the facility
the facility
Interest rate
Mizuho Corporate
US$5.0 million
Nil
Revolving loan
Working capital
0.5% per 
Bank, Ltd., Revolving
facility
annum over 
Loan Facility
Cost of Funds(1)
Mizuho Corporate
US$10.0 million
Nil
Up to 1 year
Hedging
– 
Bank, Ltd., Foreign
from 1 April
instruments 
Exchange Facility
2005, subject 
to automatic 
renewal
Hong Kong and
Yen 1,648
Yen 502.0
30 April 2007
Hedging
0.30% over 1,2, 
Shanghai Banking
million
million
to 1 April 2008
instruments
3 or 6 months 
Corporation,
(or approximately (or approximately
JPY LIBOR 
Revolving JPY Loan
US$13.8 million)
US$4.2 million)
Note:
(1)
Actual cost to the bank of funding an advance or other credit utilisation or any sum due under the facilities in the currency of
the sum.
The following table summarises our repayment obligations in connection with our bank borrowings as at
31 December 2006:
Audited
As at 31 December 2006
US$’000
Payable:
- within one year
4,222
- after one year but within five years
–
Total borrowings
4,222
Contingent liabilities 
On 27 November 2006, our Group extended a performance guarantee to Xing Long Maritime S.A for the
amount of Yen 4.69 billion (or approximately US$39.5 million) for the due performance by Panmax under
the Shipsales Contract.
74
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES
Our operations have been funded through a combination of cash generated from our operating activities
and external cash reserves. The principal uses of these funds are to meet working capital requirements
and operating costs, and for capital expenditure, repayment of borrowings and investments. We anticipate
that cash generated from our operating and investing activities, together with our cash and cash
equivalents, will be sufficient to fund the operations of our business and meet our current working capital
requirements for the next 12 months.
The following table summarises our cash flow data in FY2004, FY2005 and FY2006:
US$’000
FY2004
FY2005
FY2006
Net cash generated from operating activities
2,928
2,659
1,146
Net cash flow generated from investing activities
15,618
5,245
114
Net cash used in financing activities 
(4,590)
(4,930)
(6,524)
Cash and cash equivalents at the end of the year
24,000
27,544
22,205
Operating activities
In FY2004, we recorded a profit before tax of US$8.1 million. After adjusting for non-cash and non-
operational items (comprising primarily depreciation, interest income and expenses, results of associates,
net foreign exchange loss, income from defaulted loans and investment returns) of US$9.2 million and
working capital changes of US$3.7 million, the cash generated from operations was US$2.6 million. We
received interest on bank balances of US$0.3 million. These resulted in net cash generated from
operating activities of US$2.9 million in FY2004.
In FY2005, we recorded a profit before tax of US$9.9 million. After adjusting for non-cash and non-
operational items (comprising primarily depreciation, interest income and expenses, results of associates,
net foreign exchange loss, gain on disposal of fixed assets and investment returns) of US$6.0 million and
working capital changes of US$2.2 million, the cash generated from operations was US$1.7 million. We
received interest on bank balances of US$0.9 million. These resulted in net cash generated from
operating activities of US$2.7 million in FY2005.
In FY2006, we recorded a profit before tax of US$11.8 million. After adjusting for non-cash and non-
operational items (comprising primarily depreciation, interest income and expenses, results of associates,
net foreign exchange loss, loss on disposal of fixed assets and investment returns) of US$10.9 million
and working capital changes of US$0.4 million, the cash generated from operations was US$0.4 million.
We received interest on bank balances of US$1.2 million and paid income tax of US$0.5 million. These
resulted in net cash generated from operating activities of US$1.1 million in FY2006.
In FY2004, the working capital inflows were mainly the result of a decrease in accounts receivable of
US$0.6 million, an increase in accounts payable of US$1.9 million and an increase in accrued expenses
of US$1.3 million.
In FY2005, the working capital outflows were mainly the result of an increase in rental and utility deposits
paid of US$0.2 million, an increase in accounts receivable of US$0.2 million and a decrease in accounts
payable of US$2.0 million.
In FY2006, the working capital outflows were mainly the result of an increase in accounts receivable of
US$1.1 million and offset by an increase in accrued expenses of US$0.4 million.
75
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


Investing activities
Net cash generated from investing activities was US$15.6 million in FY2004 mainly due to proceeds from
sale of investments in EuroAsia III, Inc, and AP Real Estate Ltd. of US$2.6 million, dividend received from
investments in EuroAsia III, Inc, and Searex Series I Fund of US$2.9 million, repayment of principal and
interest from loans to Capital Advisers of US$4.9 million, loans repayment from Hatsu Marine and Searex
Series I Fund of US$2.0 million, sale of default loans of US$1.6 million, reduction of US$4.6 million in
deposits pledged as collateral in respect of a Japanese Yen borrowing in respect of our investment in
Capital Advisers, following the partial repayment of such Japanese Yen borrowing, interests received on
Performance Notes of US$2.7 million from AAA Series I and Series II Funds and Searex I Fund and
proceeds from settlement of foreign exchange contracts of US$10.3 million for AAA Series I and Series II
Funds. This was partially offset by cash used for the purchase of investments in AAA Series I and Series
II Funds and Searex Series I Fund of US$4.6 million, and loans advanced to Ever Union Ltd. (which, at
the relevant time, was an investee company under the Searex Series II Fund) of US$1.1 million and
purchase of foreign exchange contracts of US$10.3 million.
Net cash used in investing activities was US$5.3 million in FY2005 mainly due to the purchase of
investments in AAA Series I and II Funds, Searex Series I and II Funds, Falcon Containership S.A.,
Fortitude Containership S.A., Union Containership S.A. and Harmonic Shipping S.A., of US$9.8 million
and purchase of foreign exchange contracts of US$25.4 million. This was partially offset by proceeds from
sale of investments in AAA Series I and Series II Funds, Searex Series I and Series II Funds, Euroasia II,
Glad Mate Ltd, RS Property Investment and AP Real Estate Ltd of US$2.9 million, repayment of principal
and interest from loans to associate of US$4.1 million, loan repayment of US$1.2 million extended to
Hatsu Marine and Ever Union Ltd., decrease in deposits pledged as collateral of US$2.5 million, interests
received on Performance Notes of US$4.4 million from Searex I Fund, AAA Series I and II Funds and
Capital Advisers and settlement of foreign exchange contracts of US$25.5 million.
Net cash generated from investing activities was US$0.1 million in FY2006 mainly due to proceeds from
redemption of Performance Notes of AAA Series I and Series II Funds and Searex Series I and Series II
Funds of US$3.8 million, repayment of principal and interest from loans to associate of US$0.8 million,
repayment of a loan extended to Harmonic Shipping S.A., Sunrise Shipping S.A. and Hatsu Marine of
US$11.5 million, interest received on Performance Notes of US$4.7 million from AAA Series I and Series
II Funds and Searex Series I and Series II Funds and a reduction of US$5.0 million in deposits pledged
as collateral in respect of a Japanese Yen borrowing in respect of our investment in Capital Advisers,
following the partial repayment of such Japanese Yen borrowing. This was partially offset by cash used for
purchase of Performance Notes of AAA Series I Fund and Searex Series II Fund of US$1.5 million,
payment of shareholders loan of US$2.8 million to Harmonic Shipping S.A. and Sunrise Shipping S.A.,
loans advanced to Harmonic Shipping S.A. and Sunrise Shipping S.A of US$16.9 million, deposit paid for
purchase of a vessel of approximately US$3.9 million from Xing Long, and purchase of fixed assets of
US$0.8 million.
Financing activities
Net cash used in financing activities was US$4.6 million in FY2004. This was mainly due to interest paid
on bank borrowings of US$0.1 million, repayment of bank borrowings of US$4.8 million and dividend paid
to shareholders of US$0.8 million. This was partially offset by new bank borrowings of US$1.1 million.
Net cash used in financing activities was US$4.9 million in FY2005 mainly due to interest paid on
borrowings of US$0.1 million, repayment of borrowings of US$3.5 million and dividend payment of
US$1.4 million.
Net cash used in financing activities was US$6.5 million in FY2006 mainly due to interest paid on
borrowings of US$0.1 million, repayment of bank borrowings of US$7.0 million and dividend payment of
US$1.4 million. The cash outflows, including a cash outflow of US$0.2 million from interim expenses
incurred in respect of the Invitation, were partially offset by cash inflow from new bank borrowings of
US$2.2 million.
76
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


CAPITAL EXPENDITURE, INVESTMENTS, DIVESTMENTS AND COMMITMENTS
Capital Expenditure
Our capital expenditure for the past three financial years from FY2004 to FY2006, and for the period from
1 January 2007 up to the Latest Practicable Date, are as follows:
From
1 January 2007
up to the Latest 
US$’000
FY2004
FY2005
FY2006
Practicable Date
Leasehold improvements
49
2
666
–
Office equipment
58
38
55
89
Furniture and fixtures
–
–
117
1
Motor vehicles
–
93
0
0
Total
107
133
838
90
Our material investments and divestments for the past three financial years from FY2004 to FY2006, and
for the period from 1 January 2007 up to the Latest Practicable Date, are as follows:
Investments and Divestments 
From
1 January 2007
up to the Latest 
US$’000
FY2004
FY2005
FY2006
Practicable Date
Investment 
AAA Strategic Investment
-
Series II
1,467
285
140
–
EuroAsia II
50
–
–
–
EuroAsia III
109
–
–
Searex Assets Management Limited
-
Series I
5,000
706
–
–
-
Series II
–
4,500
1,435
–
Glad Mate
1,000
–
–
–
Container Vessel Fund
–
1,926
–
214
Harmonic Shipping S.A.
–
2,100
65
3,230
Sunrise Shipping S.A.
–
–
2,700
–
Uni-Ships and Management Limited
–
39
–
–
Rich Containership S.A.
–
–
–
1,000
Matin Shipping Limited 
–
–
–
1,203
Akebono Capital Limited 
–
–
–
2,800
Total
7,626
9,556
4,340
8,447
77
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


From
1 January 2007
up to the Latest 
US$’000
FY2004
FY2005
FY2006
Practicable Date
Divestments
AAA Strategic Investment
-
Series I
320
151
28
–
-
Series II
311
150
967
–
EuroAsia II
113
113
75
259
EuroAsia III
500
–
–
–
Searex Assets Management Limited
-
Series I
2,353
530
1,382
–
-
Series II
–
–
1,272
4,663
Ocean Target Limited
1,130
–
–
–
Ocean Time Limited
928
–
–
–
South China International Leasing Co Ltd
366
–
–
–
Glad Mate Ltd
–
1,249
–
–
RS Property Investment
–
185
105
–
AP Real Estate Ltd.
284
262
–
–
Harmonic Shipping S.A.
–
–
–
5,391
Other Investments
61
–
–
–
Total
6,366
2,640
3,829
10,313
Capital Commitments
We do not have any material capital commitments as at the Latest Practicable Date.
The following table summarises our proposed investments as at the Latest Practicable Date:
US$’000
Investments
Shipping funds and investments
12,200
Investment in vessels
- Investment in container vessels
5,000
17,200
Our planned capital expenditure for FY2007 will be financed from internal sources. Please refer to the
section entitled “General Information on our Group – Business Strategy and Future Plans” for further
details.
Lease Commitments
Our lease commitments comprise rent payable by our Group for the leased properties disclosed in the
section entitled “General Information on our Group – Properties”. As at the Latest Practicable Date, we
have the following lease commitments in respect of our properties:
US$’000
Within one year
1,176
Later than one year and not later than five years
647
Total
1,823
78
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


FOREIGN EXCHANGE EXPOSURE
Our foreign exchange exposures give rise to market risk associated with exchange rate movements
against the US$, our functional and reporting currency.
As a result of our global operations, we conduct our business in various foreign currencies, principally
US$, HK$, S$ and Yen. Our income is denominated mainly in US$ while our operating expenses are
mainly denominated in HK$, US$, S$ and Yen. Our investments are mainly denominated in US$ and Yen
and our cash and cash equivalents are mainly denominated in US$.
Our foreign exchange risk arises mainly from a currency mismatch between our income and expenses. To
the extent that our income and expenses are not naturally matched in the same currency and to the
extent that there are timing differences in the collections and payments, we may be susceptible to foreign
exchange exposure.
Our net foreign exchange losses are as follows:
FY2004
FY2005
FY2006
Net foreign exchange loss (US$’000)
20
453
180
As a % of our Group’s profit before tax (%)
0.2
4.6
1.5
Our income is mainly denominated in US$ in FY2004, FY2005 and FY2006. Our operating expenses
denominated in the various currencies for the last three financial years from FY2004 to FY2006 are as
follows:
As a percentage of operating expenses (%)
FY2004
FY2005
FY2006
HK$
44.1
47.3
48.6
US$
32.3
26.8
33.8
Yen
10.0
15.1
6.0
S$
13.1
9.9
11.0
Others
0.5
0.9
0.6
Total
100.0
100.0
100.0
During the past three financial years, we have had no significant exposure to foreign currency risk from
our investments. Our exposure to foreign exchange was mainly due to fluctuations between Yen and US$
investments in Japan, including our investment in Capital Advisers, as well as our operations in Japan
and Singapore where our operating expenses are mainly denominated in Yen and S$.
We seek to minimise our exposure to foreign currency movements on certain significant Yen denominated
assets by borrowing a comparable amount of Yen. Our borrowings as at 31 December 2004, 2005 and
2006 amounted to Yen 1.2 billion, Yen 1.1 billion and Yen 0.5 billion respectively (or approximately
US$11.6 million, US$9.3 million and US$4.2 million respectively), hedging against Yen denominated
equity investments in, and shareholder’s loans extended to, Capital Advisers of Yen 1.2 billion, Yen 0.84
billion and Yen 1.0 billion as at 31 December 2004, 2005 and 2006 respectively (or approximately
US$11.6 million, US$7.1 million and US$8.4 million respectively).
79
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


Moving forward, our Company intends to hedge all ship investments that are not denominated in US$. All
future hedging transactions would be subject to an approval process, including the review of our
Company’s terms by our Management Committee as stated in our Company’s standard operating
procedure (“SOP”) for investments, which sets out certain requirements in respect of such derivatives
transactions:
(a)
A back-to-back guarantee for the forward contract should be arranged with the bank and the
relevant SPC;
(b)
For each forward contract provided to an SPC, the forward contract should be completed within a
maximum period of 6 months;
(c)
For each forward contract entered into by our Company on behalf of the SPC, the contract amount
should not exceed a maximum amount of US$10 million, and the total value of forward contracts
entered into by our Company on behalf of our SPCs should not, at any time, exceed the maximum
amount of US$20 million in aggregate;
(d)
A certain margin on the contract amount should be charged by our Company to that SPC for
providing the financial arrangement;
(e)
The purpose of entering into foreign exchange contracts is limited for hedging purposes only.
Foreign exchange contracts shall not be entered into for the purposes of speculation; and
(f)
The forward contract arrangement should be approved by one of our Executive Directors and our
Company’s head of our finance department, provided that no outstanding contract is expected at
year end.
If one or more of the above criteria is not met, our Company may seek the approval of our Executive
Directors by consulting the Review Committee (in accordance with the procedure as discussed under the
section entitled “Internal Investment Approval Process” on page 125 of this Prospectus). We intend to
minimise our exposure to foreign currency movements on Yen denominated transactions by entering into
forward foreign exchange contracts. As at the end of FY2004 and FY2005, we had no outstanding foreign
exchange contracts. As at the end of 2006, there was a Yen 1 billion (or approximately US$8.6 million)
US$ forward contract outstanding which was guaranteed by a back-to-back arrangement with a shipping
SPC for the equivalent amount in Yen upon maturity of that contract. Moving forward, we may enter into
similar arrangements to hedge future transactions on behalf of our shipping SPCs. As at the Latest
Practicable Date, we had no outstanding foreign exchange contracts.
The foreign exchange gain/(losses) on Yen borrowings in FY2004, FY2005 and FY2006 that were offset
against exchange movements on the net investment in Capital Advisers were US$262,000, US$(879,000)
and US$(61,000), respectively.
In FY2006, we continued to undertake the net investment hedge against our investment in Capital
Advisers. We continue to monitor the level of hedging amounts on an ongoing basis.
CRITICAL ACCOUNTING POLICIES
Our consolidated financial information has been prepared in accordance with IFRS, which requires us to
make judgments, estimates and assumptions that affect (1) the reported amounts of our assets and
liabilities; (2) the disclosure of our contingent assets and liabilities at the end of each fiscal period; and (3)
the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these
estimates based on our own historical experience, knowledge and assessment of current business and
other conditions, our expectations regarding the future based on available information and reasonable
assumptions, which together form our basis for making judgments about matters that are not readily
apparent from other sources.
Since the use of estimates is an integral component of the financial
reporting process, our actual results could differ from those estimates. Some of our accounting policies
require a higher degree of judgment than others in their application.
80
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


When reviewing our financial statements, investors should consider (1) our selection of critical accounting
policies; (2) the judgment and other uncertainties affecting the application of those policies; and (3) the
sensitivity of reported results to changes in conditions and assumptions.
We believe the following
accounting policies involve the most significant judgment and estimates used in the preparation of our
financial statements.
Financial Assets
We classify our financial assets in the following categories: (a) at fair value through profit or loss; and (b)
loans and receivables. The classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of our assets at initial recognition and re-evaluates
this designation at every reporting date.
(a)
Financial assets at fair value through profit or loss
This category has two sub-categories: ‘financial assets held for trading’ and those designated at fair
value through profit and loss at inception. A financial asset is classified in this category if acquired
principally for the purpose of selling in the short term or if so designated by management.
Derivatives are also categorised as ‘held for trading’ unless they are designated as hedges. Assets
in this category are classified as current assets if they are either held for trading or are expected to
be realised within 12 months of the balance sheet date.
(b)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. These are included in current assets, except for maturities
greater than 12 months after the balance sheet date. These are classified as non-current assets.
Loans are classified as “Loans Receivable” in the balance sheet.
Purchases and sales of investments are recognised at trade date – the date on which we commit to buy
or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial
assets not carried at fair value through profit or loss. In the income statement, investments are initially
recognised at fair value and transaction costs are expensed. Investments are derecognised when the
rights to receive cash flows from the investments have expired or have been transferred and we have
transferred substantially all the risks and rewards of ownership. Financial assets at fair value through
profit and loss are subsequently carried at fair value.
Fair values for unquoted securities are estimated by our relevant project team and approved by our
Executive Directors. In determining fair valuation, our project team makes use of market-based
information and fair valuation models such as discounted cash flow models. In many instances, our
project team also relies on financial data of investees and on estimates provided by the management of
the investee companies as to the effect of future developments.
Performance Notes are investments with income and maturity values which fluctuate based on the
distributions received from underlying assets, which are generally investments in property development
companies, defaulted loans or shipping companies. Fair values of Performance Notes or other collective
investment schemes are determined by our Group’s interest in the fair values of each scheme’s
underlying assets. Gains and losses arising from changes in the fair value of all securities are recognised
in the consolidated income statement as they arise.
81
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


Fair valuation methodology
Following the admission of our Company to the Official List of the SGX-ST, we will adopt the following fair
valuation methodology for the three categories of investments by our Company:
(i)
Fair valuation on vessels:
Our investments into ships are conducted through our SPCs. There are two components to the fair
valuation exercise involved. There can be a valuation of the underlying vessel or there can be a valuation
on the SPC holding the vessel. The valuation of the underlying vessel would be conducted by an
independent valuer while the fair valuation of the SPC would be to recognise a fair valuation of the net
assets held by the SPC. We have adopted the following process for the internal approval of the fair
valuation of our vessels:
(1)
the valuation of the underlying vessel is first conducted by an independent professional appraiser
such as Marine-Net Co., Ltd.;
(2)
the valuation of the SPCs would be conducted by our relevant asset finance team responsible for
our investment in the relevant SPC. The asset finance team would propose a fair value that would
be submitted to our overall finance department (the “Finance Department”) for their review and
approval;
(3)
our Finance Department would review the fair value proposed by the relevant asset finance team. If
our Finance Department does not agree with the proposed fair value, they will discuss their
concerns with the relevant asset finance team and, if necessary, obtain a second valuation of the
underlying vessel or vessels from another independent professional appraiser. When the proposed
fair value is agreed between our Finance Department and the relevant asset finance team, the
proposed fair value would be submitted to the Audit Committee for their review and approval; and
(4)
the Audit Committee would review the fair value proposed by the Finance Department. If the Audit
Committee does not agree with the proposed fair value, they will discuss their concerns with our
Finance Department and, if necessary, obtain a further valuation of the underlying vessel or
vessels from another independent professional appraiser. The proposed fair valuation is adopted
only after the approval of the Audit Committee has been obtained.
Our fair valuation methodology is as follows: fair valuation exercise at the SPC level would include the
charter income or excess cash which have not been declared or paid to investors. According to IAS 39,
the financial asset that recorded in the balance sheet of an entity shall be measured at fair market value
(“FMV”) through profit or loss at each financial reporting date. Therefore, our Company’s investments in
investee companies that engaged in the business of vessel investments and vessel chartering shall be
measured at FMV at each financial reporting date in accordance with the methodology as described
below:

Using the method of equity pick up, the FMV measurement of investment in each investee
company is the aggregate of:
1)
FMV (See Note 1 below) of vessel owned by the investee company held by our Company;
and
2)
Net Asset Value (“NAV”) (See Note 2 below) of the investee company held by our Company.

Any gain or loss on FMV of investments in investee companies between the current and prior
financial reporting date shall be charged to the profit and loss account for the current financial
reporting period as fair market value gain or loss, provided however that the management
considers no pick-up of FMV gains on the vessel which is under construction. In any event, the
management will not pickup FMV gains on vessels under construction and FMV loss will be
charged to the profit and loss accounts where the vessel has been acquired but not delivered.
82
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS



Note 1:
The valuation report is prepared by the independent professional appraiser, currently
Marine-Net Co., Ltd. based on discounted cash flow models. Such valuation would be carried out
particularly in the case where the investee company accounts for its vessels at book cost or market
value.

Note 2:
NAV is determined based on the management account of the investee company as at
each financial reporting date.
(ii)
Fair valuation on distressed assets investments:
As our Company has no direct investments into NPLs, any fair valuations on NPLs would be done at
funds level. In the case of AAA Series I and II funds, AAA Strategic Investment Limited (“AAA”) would
conduct a fair valuation of its NPL investment portfolio at half yearly interval. With regards to its
methodology, AAA would combine the discounted future streams of projected cash recovery of its NPL,
and each NPL
’s future steam of projected cash recovery is in fact assessed independently. Since the
circumstance of each NPL varies, there is no standard benchmark for the discount rate to apply.
Determination of the appropriate discount rate to apply to each NPL
’s future cash flow is subjective and
will depend on the prevailing condition of that particular NPL. However subjective it may be, AAA has
been conservative in its application and mostly takes into consideration future cash recovery streams with
degree of certainty. AAA also applies discount rates as much as 40% to 50% to minimise any possible
over-estimation of the recoverable amount.
(iii)
Fair valuation on property investments:
Our investment in properties would be classified into investments with either long term or short to
medium term investment purposes. For long term investment projects (which are principally investment
assets with the intention to hold the property on a long-term investment purposes for at least three
years), our Company will adopt the net assets valuation methodology by discounting the expected
cashflow from the investment project. For short to medium term property projects (which are principally
investment assets for trading purposes and which are held for one to two years), a fair valuation may be
conducted by an external valuer.
General internal approval procedure
The internal approval process for making fair value adjustments involves the submission of each
department’s separate fair valuation for each reporting period to our Company’s Finance Department. In
evaluating the fair value adjustments proposed by each department, the Finance Department would
consider, among other things, whether it agrees with the assumptions as reported by each department.
The fair value adjustments approved by the Finance Department will be subject to the final approval of
our Company’s Audit Committee’s approval. If our Audit Committee disagrees with any of the proposed
fair valuation adjustments, our Audit Committee may require the Finance Department and/or the relevant
departments proposing the fair value adjustments, to re-evaluate the fair value adjustments.
Although our Directors use their best judgement in estimating the fair value of investments, there are
inherent limitations in any estimation techniques. Future confirming events will also affect the estimates of
fair value and the effect of such events on the estimates of fair value, including the ultimate liquidation of
investments, could be material to these consolidated financial statements.
83
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


SIGNIFICANT CHANGES IN ACCOUNTING POLICIES
In FY2004, FY2005 and FY2006, we prepared our financial statements in accordance with IFRS. The
new/revised IFRS became effective for financial periods beginning on or after 1 January 2005 and we had
earlier adopted the following standards in FY2004:

IAS 28 (revised 2003) ‘Investments in Associates’

IAS 31 (revised 2003) ‘Interests in Joint Ventures’

IAS 32 (revised 2003) ‘Financial Instruments: Disclosure and Presentation’

IAS 39 (revised 2003) ‘Financial Instruments: Recognition and Measurement’
In particular, the early adoption of these standards resulted in a change as to how we accounted for
certain investments. Previously we had equity accounted for certain investments which were classified as
our associates. Under the revised scope of IAS 28, these associates are required to be remeasured at
fair value through profit or loss.
Where applicable, the FY2003 comparative figures were amended to
take into account of the remeasurement of associates in accordance with the transitional provisions of the
revised standard.
In FY2005, we adopted all applicable new/revised standards under the IFRS. The adoption of these
new/revised standards resulted in some changes to the accounting policies of our Group. Please refer to
Appendix B – “Report on the Consolidated Financial Statements for the Year Ended 31 December 2005”
of this Prospectus for details of our Group’s accounting policies.
IAS 39 (Amendment) The Fair Value Option came into effect from 1 January 2006. This amendment
changes the definition of financial instruments classified at fair value through profit or loss and restricts
the ability to designate financial instruments as part for this category. We believe that this amendment
should not have a significant impact on the classification of financial instruments, as we should be able to
comply with the amended criteria for the designation of financial instruments at fair value through profit
and loss. We have applied this amendment from annual periods beginning 1 January 2006.
IFRS 7, Financial Instruments: Disclosures, and a complementary Amendment to IAS 1, Presentation of
Financial Statements – Capital Disclosures (effective from 1 January 2007). IFRS 7 introduces new
disclosures to improve the information about financial instruments. It requires the disclosure of qualitative
and quantitative information about exposure to risks arising from financial instruments, including specified
minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to
market risk. It replaces IAS 30, Disclosures in the Financial Statements of Banks and Similar Financial
Institutions, and disclosure requirements in IAS 32, Financial Instruments: Disclosure and Presentation. It
is applicable to all entities that report under IFRS. The amendment to IAS 1 introduces disclosures about
the level of an entity’s capital and how it manages capital. We assessed the impact of IFRS 7 and the
amendment to IAS 1 and concluded that the main additional disclosures will be the sensitivity analysis to
market risk and the capital disclosures required by the amendment of IAS 1. We will apply IFRS 7 and
the amendment to IAS 1 from annual periods beginning 1 January 2007.
84
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
POSITION AND RESULTS OF OPERATIONS


The structure of our Group (including our associated companies) and the principal business activities of
the members of our Group are set out below. Our Group structure set out below does not include direct
equity investments in ships held by us. Please refer to the table set out in “Ship investment” in the section
entitled “Business Overview – Alternative Assets Investment” for more details.
Offshore Property 
Investment 
Corporation 
(incorporated in the 
British Virgin Islands) 
Investment holding 
Uni-Asia Capital 
(Singapore) Limited 
(incorporated in 
Singapore)
Ship charter arrangement
and project management 
Uni-Ships and 
Management 
Limited 
(incorporated in 
Hong Kong) 
Ship management 
44.8%
100%
30%
 
%
0
0
1
 
%
0
0
1
Uni-Asia Services 
and Agency Limited 
(incorporated in  
Hong Kong) 
Dormant 
Capital Advisers Co., Ltd 
(incorporated in Japan) 
Property investment 
Uni-Asia Finance 
Corporation (Japan) 
(incorporated in Japan) 
Finance arrangement 
Uni-Asia Capital 
Co. Ltd 
㙃Ѳ㟈ᆠ᳝䰤݀ৌ
(incorporated in 
Hong Kong) 
Investment 
holding
Uni-Asia Fund 
Management Co. Ltd  
(incorporated in  
Hong Kong) 
Dormant 
100%
100%
100%
The Company 
(incorporated in the Cayman Islands) 
Direct investment  
and structured finance arrangement 
(Uni-Asia Guangzhou 
Property Management 
Company Limited) 
(incorporated in PRC) 
Property investment and 
management 
100%
ᑓᎲᏖѮ㢥⠽Ϯㅵ⧚᳝䰤݀ৌ
GROUP STRUCTURE
85


The details of each subsidiary and associated company of our Company as at the date of this Prospectus
are set out in the table below. Entities that are used as investment vehicles by our Company, as set out
on page 93 of this Prospectus are not presented as subsidiaries in this table.
Date and Country
of incorporation/
Principal place
Percentage
Name
establishment
Principal business
of business
owned
Subsidiaries
Offshore Property 
23 April 1998, 
Investment holding
ARK Mori Building,
100%
Investment Corporation
British Virgin 
West 24F
, 1-12-32, 
Islands 
Akasaka, Minato-ku,
Tokyo, 
Japan 107-6024
Uni-Asia Capital 
27 June 1997, 
Investment holding
Suite A, 26th Floor
100%
Company Limited
Hong Kong
Admiralty Centre Tower I
18 Harcourt Road
Hong Kong
Uni-Asia Capital 
7 August 1997, 
Ship charter
8 Shenton Way, 
100%
(Singapore) Limited
Singapore 
arrangement and
#37-04, 
project management
Singapore 068811
Uni-Asia Finance 
9 November 1998,
Finance arrangement 
ARK Mori Building, 
100%
Corporation (Japan)
Japan
West 24F
, 1-12-32, 
Akasaka, Minato-ku, 
Tokyo, 
Japan 107-6024
Uni-Asia Fund 
27 June 1997, 
Dormant
Suite A, 26th Floor
100%
Management Company 
Hong Kong
Admiralty Centre Tower I 
Limited
18 Harcourt Road
Hong Kong
9 January 2007,
Property investment 
Room 2401, 
100%
the PRC
and management 
Guangdong Foreign 
(Uni-Asia Guangzhou
Economic & Trade Building
Property Management
351, Tianhe Road, 
Company Limited)
Guangzhou
PRC
Uni-Asia Services and 
27 June 1997,
Dormant 
Suite A, 26th Floor
100%
Agency Limited
Hong Kong 
Admiralty Centre Tower I
18 Harcourt Road
Hong Kong
Associated companies(2)
Capital Advisers Co., Ltd
24 February 2000, 
Property investment
ARK Mori Building, 
44.8%(1)
Japan
West 24F
, 1-12-32, 
Akasaka, Minato-ku, 
Tokyo, Japan 107-6024
Uni-Ships and 
25 January 2005, 
Ship management 
Suite A, 26th Floor
30%(1)
Management Limited
Hong Kong
Admiralty Centre Tower I
18 Harcourt Road
Hong Kong
Notes:
(1)
The remaining shareholding interest is held by independent third-parties.
(2)
In addition to the associated companies, our Company also has direct equity investments in vessels through various SPCs as
detailed under the sub-section entitled “Alternative Assets Investment” on page 93.
GROUP STRUCTURE
86


CORPORATE DEVELOPMENT 
We were established as an exempted company with limited liability in the Cayman Islands under the
Cayman Companies Law on 17 March 1997 by founders Motokuni Yamashiro, Kazuhiko Yoshida, Michio
Tanamoto and Takanobu Himori who were Japanese bankers. Each of the founders has over 25 years
experience in the banking industry working in corporate loan syndication and structured finance
arrangement. Mr. Himori left our Company in March 2004. The other founders continue to lead the
business and as at the Latest Practicable Date, they own, directly and indirectly, a significant aggregate
equity interest in Uni-Asia of approximately 23.9%.
Our Company was founded to arrange structured finance transactions for companies mainly in the
shipping and, to some extent, aviation industries. Our initial focus was on finance arrangement for
companies in the transport sector. Our business expanded to include investment in alternative assets
such as NPLs, distressed assets, shipping assets and real estate assets in May 1998.
We provide a range of customised structured finance solutions and services such as the arrangement of
ship and aircraft leases, mortgage financing, charter arrangements for vessels, tax-enhanced leases and
loans and balance sheet management for clients. Since our establishment up to the end of 2006, we have
arranged financing for transactions in the form of loans and/or leases transactions worth approximately
US$5.6 billion. In FY2004, FY2005 and FY2006, we arranged structured finance transactions totalling
US$561.6 million, US$987.5 million and US$637.7 million respectively.
In May 1998, we entered the distressed assets market in the aftermath of the Asia economic crisis when
local governments and banks in Asia were seeking to dispose of their non-performing loan assets or
NPLs. Initially, we focused on acquiring NPL accounts represented by PRC-based borrowers from
Japanese banks with whom our management had established relationships, either as Uni-Asia’s client or
industry contact. We expanded our NPL investments over time by carefully identifying, selecting and
negotiating the purchase of distressed assets with attractive financial returns. Most of these NPLs were
sourced through our client network or through brokers.
We also invested in NPLs through AAA, a private investment company, held by a charitable trust but
administered by us, which invested in NPLs in Asia. We, along with a Japanese financial institution,
subscribed to Performance Notes issued by AAA in August 2001, up to a maximum face value of US$5
million.
In August 2001, we invested US$1.0 million in, and acted as the administrator and agent of, our first
Asian distressed assets investment fund known as AAA Series I Fund with a size of US$5.0 million. As at
31 December 2006, this fund’s net IRR was approximately 156.6%. In July 2003, we launched a second
US$15 million Asian distressed assets investment fund, called AAA Series II Fund which is also held
through AAA. As at the Latest Practicable Date, this fund’s net IRR was approximately 20.44% assuming
that the value of AAA Series II Fund is realised as at the Latest Practicable Date. We are also the
administrator and agent of AAA Series II Fund, bringing the total funds under management within this
division to US$20 million. We together with the same Japanese financial institution in AAA Series I Fund
invested US$5 million and US$10 million respectively in AAA Series II Fund. Both investment facilities
focus on distressed asset investment opportunities in Asia, excluding Japan. (Please refer to the section
entitled “General Information on our Group – Business Overview – Distressed assets investment” below
for further details of the AAA Series I Fund and AAA Series II Fund.) As at the Latest Practicable Date,
the AAA Series I Fund has expired and the Performance Notes have been fully redeemed.
In 2002, we set up an asset finance department to focus on asset-backed financing in the maritime
transport sector. This division gradually diversified into making direct investments in shipping assets.
Building on our experience in investing in maritime vessels, our first shipping investment fund Searex
Series I Fund with an asset size of up to US$117.5 million was launched in January 2004 through private
investment company Searex which is held by a charitable trust. We subscribed for Performance Notes of
US$5 million in the fund along with five other investors based in Asia. By 2004, this fund had invested in
six vessels. We arranged a non-recourse loan of US$100.5 million for the ship portfolio.
GENERAL INFORMATION ON OUR GROUP
87


A second shipping investment fund Searex Series II Fund which is also held through Searex and with an
asset size of up to US$100 million was successfully closed in December 2004. By 2005, this fund
acquired five vessels. Like Searex Series I Fund, we subscribed for US$5 million of Performance Notes in
Searex Series II Fund along with other institutional investors in Asia. We arranged financing of around
US$77 million for the ship portfolio.
We are the administrator and agent of both Searex Series I Fund and Searex Series II Fund, responsible
for managing and arranging debt finance for the funds.
As part of our continued growth, Uni-Ships and Management Limited was incorporated in January 2005
in Hong Kong to provide accounting and administration services for the fund vehicles and act as the
project manager for the Searex Series II Fund. Uni-Ships and Management Limited is a joint venture
between Maritime 24 (Pte) Ltd, Uni-Asia, Uni-Fast Limited and Wealth Ocean with each having a
shareholding of 30%, 30%, 30% and 10% respectively.
In April 2005, the number of investors in the Searex Series II Fund increased to 10 through the
introduction of another institutional investor which acquired US$0.5 million in Performance Notes at par
from us. In August 2006, we redeemed US$1.3 million Performance Notes and we acquired an additional
US$1.4 million Performance Notes from Uni-Fast Limited in September 2006. Following such redemption
and acquisition, we held a total of US$4.7 million Performance Notes in the Searex Series II Fund. As at
the Latest Practicable Date, the Performance Notes of Searex Series II Fund have been fully redeemed.
In July 2005, the aggregate principal of the Searex Series I Fund was increased from US$17 million to up
to US$19.4 million. We subscribed for an additional US$705,882 in Performance Notes issued by the
Searex Series I Fund.
A third private shipping joint venture, the container vessel fund, was launched in 2005, specialising in
investment in container vessels. We, together with three partners, invested in three panamax 3,500 TEU
container vessels for US$56.3 million each, or an aggregate of US$168.9 million. The vessels will be built
by Hyundai Mipo Dockyard Co Ltd, Korea with delivery in 2007. Our Company, with 38% equity interest in
the shipping joint venture, arranged financing for the three vessels. The container vessels have been
chartered out to Italia Marittima of the Evergreen Group under an eight-year bareboat charter agreement,
commencing on delivery of the vessels in 2007.
On 13 September 2006, our wholly-owned subsidiary, Uni-Asia Capital (Singapore) Limited, was
designated as an ASIM under the SITA by the MPA. At the same time, the MPA had also granted the
Akebono Fund a designation of ASIE.
Our ASIM designation is for an initial period of 10 years commencing on the subscription date of the
Singapore fund by investors, subject to a review by MPA at the end of the fifth year. Pursuant to our ASIM
designation, we are eligible for a concessionary tax rate of 10% for income derived from managing an
ASIE such as the Akebono Fund. In the event that we no longer qualify for the ASIM designation, the
prevailing corporate tax rate of 18% will apply.
The ASIE designation for the Akebono Fund is for an initial period of up to 10 years commencing from
the date of its establishment, subject to a review by MPA at the end of the fifth year. Pursuant to its ASIE
designation, the Akebono Fund is eligible for a tax exemption on income derived from the chartering or
finance leasing of (a) any sea-going ship to (i) a person who is neither resident in nor a permanent
establishment in Singapore; or (ii) an approved international shipping enterprise; or (b) any sea-going
Singapore ship to persons described in (a) (i) and (ii) above or a shipping enterprise within the meaning
of Section 13A of the SITA. The tax exemption will be valid for the life of vessels acquired by ASIE during
the incentive period of up to 10 years. For instance, if an ASIE acquires a vessel during the 10-year
incentive period, charters it for 20 years and disposes of it thereafter, lease income on the charter will
enjoy tax exemption for the entire 20 years. The qualifying income of the Akebono Fund under the tax
exemption shall also include hedging gains derived in connection with the management of its portfolio of
vessels, and share of profits or dividends remittances from shipholding special purpose vehicles owned
by the Akebono Fund that are declared out of qualifying activities.
GENERAL INFORMATION ON OUR GROUP
88


On 17 April 2007, we launched our first Singapore fund, the Akebono Fund, in order to take advantage of
the MPA’s MFI schemes. Our Company has invested in the Akebono Fund, together with other investors,
by way of subscription for a principal amount of US$42.9 million Performance Notes issued by the
Akebono Fund.
Going forward, our ship investment division is expected to continue to look for joint venture investments in
shipping assets.
In addition to our investments in shipping assets, we have also invested in real estate assets.
In June 1998, we commenced investments in real estate in Japan. In February 2000, Capital Advisers
was established as our wholly-owned subsidiary engaged in investment in and management of real
estate assets in the hotel and residential sector. The equity size of each investment ranged from US$1.4
million to US$38.5 million.
In 2000, our Company and Grosvenor Asia jointly established an investment partnership with another
investor to invest in residential properties in Tokyo. Grosvenor is an international property development
and investment group. It has regional operating companies covering Australia, Asia Pacific, US, UK and
Europe and an international fund management business which operates across all these markets. The
investment started in 2000 and was followed in 2004 with the establishment of the GCAP Fund. The
GCAP Fund is jointly managed by Grosvenor Asia and Capital Advisers through Grosvenor Capital
Advisers Fund Management Co., Ltd.
In the residential sector, Capital Advisers has also been engaged in asset management with a focus on
small-size studio apartment buildings since February 2004. The number of the buildings of this investment
reached 10 in 2004, 31 in 2005 and 50 in 2006. The investor to this investment is one of the largest
financial institutions in Japan. Capital Advisers sometimes joins in this investment as a developer of the
buildings in order to enjoy additional return.
In 2001, Capital Advisers directed its attention to the asset management business in the hotel property
investment. In the hotel sector, Capital Advisers mainly focuses on the investment in limited-service
hotels. Since 2001, the number of hotels which Capital Advisers has engaged in as the asset manager
and invested in as a minority investor has increased to 11 in 2006. The characteristics of Capital Advisers
as the asset manager in hotel property investments is its capability to not only manage the assets but
also monitor the hotel operation itself by keeping the staff who have sufficient work experience in hotel
business within Capital Advisers. Capital Advisers invested in another asset management company which
manages a Japanese real estate investment trust (J-REIT) specializing in hotel properties. The J-REIT
was listed in Japan on 14 June 2006. As at 31 December 2006, the total asset of the hotel investments
was over Yen 16.9 billion (or approximately US$142.5 million). The total equity invested was about Yen 5.4
billion (or approximately US$45.5 million), out of which Capital Advisers had an interest of between 5.0%
and 51.9%.
On 2 May 2003, the equity base of Capital Advisers increased to Yen 892.5 million (or approximately
US$7.4 million) as a result of an issue of 9,850 new shares to a number of institutional investors, venture
capital firms, corporations etc. The total funds raised amounted to Yen 985 million (or approximately
US$8.2 million). The subscription price of Yen 100,000 (or approximately US$832) per share was
determined with reference to a valuation conducted by Partners C.P
.A. Office, an independent certified
public accountant. As a result, our equity interest in Capital Advisers was diluted to 44.8% with Capital
Advisers becoming our associated company.
In January 2007, we made a direct investment into office units in Guangzhou, the PRC, through our
wholly-owned property investment company, Uni-Asia Guangzhou. Going forward, we will continue to look
for investment opportunities in distressed properties and/or other properties in the PRC and other parts of
Asia.
GENERAL INFORMATION ON OUR GROUP
89


BUSINESS OVERVIEW
We are an Asia-based structured finance arrangement and Alternative Assets direct investment firm. Our
principal activities are in: (1) structured finance – the finance arrangement of transport related assets
(largely ships and, to some extent, aircraft), and the provision of ship charter arrangement and agency
services; and (2) Alternative Assets investment/management – direct investments in and/or the
arrangement and administration of Alternative Assets investments such as ships, distressed assets and
real estate. As at the Latest Practicable Date, we have 32 staff in three offices in Tokyo, Hong Kong and
Singapore.
Structured Finance 
Our structured finance department provides an integrated service to our clients by offering financing
solutions together with charter arrangement services tailor-made to our clients’ needs. The solutions do
not normally involve the use of our balance sheet capital to make loans. We typically act only as the
arranger and agent for the structured financing provided by third-party financial institutions. We arrange
financing for asset acquisitions by our clients and also offers tax-enhanced structured services and
products, including mortgage financing, tax-oriented leases such as UK tax leases and Japanese
operating leases, as well as ECA backed credit, ship charter arrangement and balance sheet
management. We receive an arrangement fee on each completed transaction.
We have been active in the arrangement of structured finance since our founding in 1997. In this time we
have built up a portfolio of clients and have identified potential clients to whom we market to directly or on
an opportunistic basis. We have also developed relationships with the key banks which provide
syndicated loan financing. Our clients include established international shipping and aviation companies
from Taiwan, Greece, Indonesia, Japan, Hong Kong, Korea, the UK and Italy.
Some key products and services which we offer our clients include mortgage financing, tax-oriented
leases, ECA backed credit, ship charter arrangement and balance sheet management.
The following table provides a brief description of our key products:
Product
Description
Mortgage financing
A type of finance arrangement where the borrower will mortgage the asset as a
collateral for the loan
Tax-oriented lease
A financing structure which takes advantage of tax incentives and benefits within
a jurisdiction in order to minimise cost of capital for investors or to maximise tax
savings for investors. The economic benefits are eventually shared between the
investors and the lessee. The cost savings stem from fixed asset depreciation
and tax allowances. Types of tax-oriented leases include UK tax leases and
Japanese operating leases 
ECA backed credit
Co-financing with export credit agencies including the Japan Bank for
International Cooperation (“JBIC”)
Ship charter arrangement
The arrangement of charters for ship owners that want to charter out their
vessels to third-parties or the arrangement of vessels for potential charterers
who are looking for ships to charter. Types of charter arrangement include
bareboat charter, being the charter of bare ship; or time charter, being the
charter under which owner charters out vessel to charterer together with ship
management including crew, insurance and technical management, for a fixed
period of time
Balance sheet management
The service of reviewing and analyzing the balance sheet of a client and
structuring and tailoring financing alternatives that would best suit the financial
position of our client
GENERAL INFORMATION ON OUR GROUP
90


We acted as arranger for structured financing in the form of loans and leases in the aggregate amount of
approximately US$561.6 million, US$987.5 million and US$637.7 million in FY2004, FY2005 and FY2006
respectively.
The type of structured finance arrangement we are engaged in is tailor-made to the specific requirements
of our clients and the asset to be acquired. Typically, potential projects usually commence with a detailed
due diligence review of the risks and return in relation to the clients. During the due diligence, we
investigate the asset to be acquired, examining among other things its specifications, condition and legal
title of the asset to be acquired. Our client’s financial condition and ability to repay the debt are also
assessed. Factors such as the intended use of the asset and the market demand for driving the asset’s
intended utilisation all factor into the assessment of the viability of the project. The findings and
conclusions of the due diligence and analysis are then submitted to our Management Committee which is
responsible for approving the proposal to engage our clients. Upon approval and engagement, we will
assist our clients in the preparation of an information memorandum. This information memorandum
contains a detailed summary of the asset, the acquirer, the industry or sector, the proposed terms of the
financing, and financial analysis of the project. The information memorandum is then presented to
targeted institutions. Those institutions which express interest in providing finance are then given the
opportunity to perform their own independent due diligence and eventually one or more institutions are
selected which best matches the terms requested by our clients. Throughout the entire process, we act
as a co-ordinator between our clients and the lender to manage the process and help the counterparties
agree on the terms of finance.
Following the execution of a loan agreement and related documents between our clients and the
syndication group, we would usually also act as the facility agent responsible for the administration of the
syndicated loan during the life of the loan, for which we receive agency fees.
Selected key transactions completed include:
UK Tax Lease for Hatsu Marine: Uni-Asia arranged two UK tax leases for Hatsu Marine, a part of the
Evergreen Group, in 2002 to acquire two 6,332 TEU E-type container vessels manufactured by Mitsubishi
Heavy Industries, Ltd. Under these transactions, two European banks financed the acquisition of two
US$71.5 million container vessels which were delivered in 2002 and 2003, respectively. Upon delivery,
the vessels were leased to Hatsu Marine under a finance lease agreement on terms satisfactory to all
parties.
Arrangement of a Japanese Operating Lease: Uni-Asia arranged a Japanese Operating Lease for a
Japanese leasing company in March 2002 to acquire a 1,618 TEU container vessel for US$29 million and
delivery by the end of March 2002. Under this structure, the lessor, the Japanese investors introduced by
Uni-Asia and a Japanese leasing company, entered into a Tokumei Kumiai agreement to own and charter
ships, whereby the Japanese investors invested 30% of the purchase price of the vessel in the TK and
the remaining 70% financing was in the form of debt. Upon delivery, the vessel was chartered to a third-
party shipping company for a period of 11.5 years by way of a Bareboat Charter.
Ship Charter Arrangement for Niki Shipping Company Inc: Niki Shipping Company Inc, a private company
incorporated in Greece and which is an independent third-party, entered into shipbuilding contracts in
September 2004 for four 5,060 TEU container vessels to be built by Hanjin Heavy Industries in Korea.
Uni-Asia arranged a 15-year Bareboat Charter between Niki Shipping Company Inc and Italia Marittima,
part of the Evergreen Group, for the four container carriers.
Mortgage Financing for CIDO Holding Co., Ltd.: Uni-Asia and HSH Nordbank, an independent third-party
financial institution which is also a shareholder in Uni-Asia, jointly arranged a US$127.8 million
syndicated loan in March 2005 for CIDO Holding Co., Ltd which is an independent third-party
incorporated in the Cayman Islands, to acquire four 4,075 unit type pure car carriers, with delivery from
March 2006 to September 2007. The loan was successfully syndicated out to third-party lending
institutions.
GENERAL INFORMATION ON OUR GROUP
91


JBIC Financing: Uni-Asia arranged a US$113.8 million financing for Evergreen in the acquisition of two
6,724 TEU container vessels using a buyer’s credit provided by JBIC and Nippon Export and Investment
Insurance in the first half of 2006. The two container vessels, manufactured by Mitsubishi Heavy
Industries Ltd., will be delivered in October and December 2007, respectively. In this financing structure,
JBIC will fund 40% of the facility amount and the remaining 60% will be funded by a consortium of
lenders. The facility agreement was signed in July 2006.
Alternative Assets Investment 
Our Alternative Assets Investments division leverages on our specialist skills in structured finance
arrangement and credit analysis to invest in, either as the principal investor or in partnership with other
investors, three key Alternative Asset classes: (i) ship investment (such as bulk carriers, product tankers
and container vessels); (ii) distressed assets investment (including NPLs and other distressed assets in
Asia (excluding Japan)); and (iii) property investment (including hotel and property investment in Japan
and commercial property investment in the PRC).
Ship investment 
As a progression from our structured finance business as an arranger of financing for transport related
assets, we branched out into direct investments in ships through equity investment in the ship owning
companies and also through subscription of Performance Notes issued by special investment fund
vehicles established by us.
Our asset finance department aims to invest in ships for commercial use that will produce attractive
investment returns because of factors such as high expected demand for, or anticipated shortfall in, the
supply of such ships.
In order to further facilitate our Group’s investments in ships and leverage on this area of our expertise,
our Group established two closed-end investment funds in 2004, Searex Series I Fund and Searex Series
II Fund, with an investment term of five years each. The equity of the investment funds is held through
Searex which, in turn, is held by a charitable trust to ensure the funds function as a whole as an
independent entity in accordance with recognised corporate principles. Investors participate in the ship
investments by subscribing for Performance Notes issued by the ship investment fund. Performance
Notes obligate the holder to provide the committed investment amount to the fund over a two-year
drawdown period as the fund calls for funds to invest. Profits from the sale of the ships are distributed on
a pro-forma basis to Performance Note holders semi-annually at the discretion of the fund. By
establishing these ship investment funds, we benefit not only from the larger capital pool available for
investment, providing risk diversification; we also earn administration fees and incentive fees based on
the performance of such funds.
In 2002, we participated in two bulk carriers’ new building projects, namely, EuroAsia II, Inc. and EuroAsia
III, Inc., in Japan. The total investment cost or acquisition price of each vessel was US$16.8 million. Our
Group made an investment of US$0.6 million in EuroAsia II, Inc. and US$0.5 million in EuroAsia III, Inc.,
representing a 15% equity interest in EuroAsia II, Inc. and EuroAsia III, Inc. The outstanding balance was
financed by debt from independent financial institutions. Our Group’s investment into EuroAsia II, Inc. and
Euroasia III, Inc. was made in the form of share capital and shareholder’s loan. In addition to share capital
of US$1,500 each into the two projects, we made shareholders’ loan of US$0.6 million to EuroAsia II, Inc.
and US$0.5 million to EuroAsia III, Inc. Our Company’s investment in EuroAsia III, Inc. was completed
and disposed of in October 2004 resulting in a capital gain of approximately US$1.5 million. Our
Company’s investment in EuroAsia II, Inc. was disposed of in April 2007, resulting in a capital gain of
approximately US$2.8 million. Our net investment return after factoring in fair value adjustment was
US$1.3 million.
GENERAL INFORMATION ON OUR GROUP
92


In 2006, we invested in the equity of two SPCs each holding a bulk carrier, namely, Harmonic Shipping
S.A. (“Harmonic”) and Sunrise Shipping S.A. (“Sunrise”). The total investment made by our Group into
Harmonic totaled US$2.1 million comprising share capital of US$4,040 and shareholders’ loan of US$2.1
million. In addition, we also provided a bridging loan of US$3.0 million to Harmonic as at 31 December
2006. The investment made by our Group into Sunrise totaled US$2.7 million comprising share capital of
US$4,600 and shareholders’ loan of US$2.7 million. In addition, we provided a bridging loan of US$2.22
million to Sunrise which was repaid and renewed to US$2.5 million as at 31 December 2006. Our
Company’s investment in Harmonic was disposed of in April 2007, resulting in a capital gain of
approximately US$2.8 million. Our net investment return after factoring in fair value adjustment was
US$2.4 million. The bulk carrier held by Sunrise is chartered to a third party for a period of five years
commencing in September 2006.
Listed below are our direct equity investments as at the Latest Practicable Date.
Year of 
Investment 
Duration of charter 
Investment vehicle
Type of vessel
acquisition 
interest held
contracts 
Sunrise Shipping 
Bulk Carrier
2006
46%
September 2006 to
S.A. (1)(2) 
September 2011
Falcon Containership 
Container vessel
2005 (delivered 
38%
April 2007 to 
S.A. (1)(3)
in April 2007)
April 2015
Fortitude Containership 
Container vessel
2005 (delivered 
38%
June 2007 to
S.A. (1)(3)
in June 2007)
June 2015
Union Containership 
Container vessel
2005 (to be delivered 
38%
September 2007 to 
S.A. (1)(3)
in September 2007)
September 2015
Rich Containership 
Container vessel
2006(6) (to be 
50%
September 2008 to 
S.A. (1)(4)
delivered in 2008)
September 2018
Matin Shipping Limited (5)
Bulk Carrier
to be acquired in 2007  
40%
2011 to 2016
and delivered in 2011
Notes:
(1)
Incorporated in Panama 
(2)
The amount invested by our Company in Sunrise Shipping S.A. for the purchase of the bulk carrier is US$4,600 in equity and
approximately US$2.7 million in shareholders’ loans as well as a bridge loan of approximately US$2.5 million.
(3)
The SPCs owning these vessels are proposed to be acquired by the Akebono Fund in the second half of 2007.
(4)
The amount invested by our Company in Rich Containership S.A. for the purchase of the container vessel is US$5,000 in
equity and approximately US$1.0 million in shareholders’ loans.
(5)
Incorporated in Hong Kong. The amount invested by our Company in Matin Shipping Limited for the purchase of the bulk
carrier is US$400 in equity and approximately US$1.2 million in shareholders’ loans.
(6)
Rich Containership S.A. has entered into an option agreement for the acquisition of the vessel in 2006.
Listed below is the ship investment of Searex Series I Fund as at the Latest Practicable Date.
Year of 
Investment 
Duration of charter 
Investment vehicle
Type of vessel
acquisition 
interest held
contracts 
Searex (1)
Product Tanker
2004
100%
January 2004 to January
2009 
Note:
(1)
The SPC owning this vessel is proposed to be acquired by the Akebono Fund in the second half of 2007 or early 2008.
GENERAL INFORMATION ON OUR GROUP
93


We also act as the administrator, registrar and fiscal agent of the Searex Series I Fund and the Searex
Series II Fund (collectively, the “Searex Funds”), for which we charge a monthly fee for each ship held by
the Searex Funds. We are also engaged under a number of management agreements with individual
special purpose vehicles, each of which directly hold the shipping assets, to arrange financing for the
acquisition of a ship by the special purpose vehicle, for which we charge a financing arrangement fee and
may also receive an incentive fee, subject to the financial return of the ship upon disposal. Each acquired
ship is held by a special purpose vehicle established by each of the Searex Funds. The individual special
purpose vehicles also appoint a project manager, which is responsible for sourcing and negotiating
employment of vessels held by the special purpose vehicle and remarketing of ships for disposal. The
project manager of the Searex Series I Fund is Exeno Yamamizu and the project manager of the Searex
Series II Fund is Uni-Ships and Management Limited. Exeno Yamamizu is one of the largest shipping
brokers in Asia and their client network covers major shipping companies. Uni-Ships and Management
Limited is a joint venture between Maritime 24 (Pte) Ltd, Uni-Asia, Uni-Fast Limited and Wealth Ocean
where each has a shareholding of 30%, 30%, 30% and 10%, respectively.
 
Searex Series I Fund
In January 2004, the ship investment fund Searex Series I Fund was established with funding
raised by an issue of Performance Notes totalling US$17.0 million by Searex. We subscribed for
US$5.0 million of the Performance Notes and five co-investors subscribed for the remaining
US$12.0 million of the Performance Notes. We arranged a non-recourse loan for the fund in the
amount of US$100.5 million. There are a total of six investors in Searex Series I Fund, including
Uni-Asia, which are companies engaged in shipping related businesses.
As at the Latest Practicable Date, the Searex Series I Fund held one ship and had disposed of five
ships. The return on investment on the five disposed ships was approximately 3.7 times our
investment and distributions paid out in 2004, 2005 and 2006 have amounted in aggregate to
approximately US$14.5 million in principal and US$30.5 million in profit in relation to these five
ships. The one ship currently held by Searex Series I Fund is chartered out. This ship is proposed
to be acquired by the Akebono Fund in the second half of 2007 or early 2008, following which the
Searex Series I Fund will be terminated.

Searex Series II Fund
In December 2004, we established a second ship investment fund following the success of Searex
Series I Fund. The principal investment amount of the Searex Series II Fund was US$23.0 million
of Performance Notes. The investors of the Searex Series II Fund comprised all the investors of the
Searex Series I Fund, which includes our Company, and three new investors. The other investors in
the Searex Series II Fund are independent parties. We subscribed for US$5.0 million of the
Performance Notes and eight co-investors subscribed for the remaining US$18 million of the
Performance Notes. The number of investors in the Searex Series II Fund was increased to 10 in
April 2005 when another investor acquired US$0.5 million of Performance Notes from us at par
value. Our total commitment to the fund was reduced to US$4.5 million. In August 2006, we
redeemed US$1.3 million of Performance Notes and we acquired an additional US$1.4 million of
Performance Notes from Uni-Fast Limited in September 2006. Following such acquisition, we held
a total of US$4.7 million Performance Notes in the Searex Series II Fund. On 9 May 2007, our
Performance Notes in the Searex Series II Fund were redeemed in full, following which we no
longer hold any outstanding Performance Notes in the Searex Series II Fund. We arranged
financing of around US$77 million, giving the Searex Series II Fund a total investment capability of
up to US$100.0 million.
Searex Series II Fund has disposed of five ships. The return on investment on the five disposed
ships was approximately 1.4 times our investment. No distributions were paid out under the fund for
2004 and 2005 and distributions paid out in 2006 amounted in aggregate to approximately US$0.6
million. Following such disposals, the Searex Series II Fund is intended to be terminated.
GENERAL INFORMATION ON OUR GROUP
94



Akebono Fund
Listed below is the ship investment of Akebono Fund as at the Latest Practicable Date.
Year of 
Investment 
Duration of charter 
Investment vehicle
Type of vessel
acquisition 
interest held
contracts 
Sentic Limited
Bulk Carrier
2007
100%
June 2007 to
July 2008 
Panmax Tanker S.A.
Product Tanker
2007
100%
Nil
On 17 April 2007, we launched the Akebono Fund in order to take advantage of the MPA’s MFI
schemes. The principal investment amount of the Akebono Fund by the Company, together with
other investors, was US$42.9 million of Performance Notes. We are committed to subscribe for
US$15.0 million of the Performance Notes and the other five co-investors are committed to
subscribe for the remaining US$27.9 million of the Performance Notes. As at the Latest Practicable
Date, our Company has subscribed for US$2.8 million of Performance Notes. The remaining
undrawn commitment by our Company to subscribe for US$12.2 million of Performance Notes is
intended to be funded from the proceeds of the Invitation.
As at the Latest Practicable Date, the Akebono Fund held one bulk carrier from a third-party,
acquired another product tanker by acquiring Panmax Tanker S.A. from our Group and intends to
acquire three container vessels from our Group and one product tanker from Searex Series I Fund.
We will also act as the administrator, registrar, fiscal agent and project manager of the Akebono
Fund for which we charge a monthly fee for each ship held by the Akebono Fund.

Recent ship investments
On 2 May 2007, we made an investment in a Panama-incorporated company, Rich Containership
S.A. (“Rich Containership”), through a joint venture with Wisdom Marine Lines S.A. (“Wisdom”).
Wisdom is not related to our Company, the Directors or the Substantial Shareholders of our
Company. Pursuant to the joint venture, we have subscribed for a 50% equity interest in Rich
Containership for a total consideration of US$5,000. The remaining 50% equity interest in Rich
Containership is held by Wisdom. On 6 September 2006, Rich Containership entered into a
contract with, inter alia, Hyundai Mipo Dockyard Co., Ltd. in respect of the purchase option of a
4,300 TEU container vessel, which is due for delivery in September 2008. On 3 May 2007, we
made a shareholder’s loan of approximately US$1.0 million to Rich Containership.
On 28 May 2007, we made another investment in a Hong Kong-incorporated company, Matin
Shipping Limited (“Matin”), through a joint venture with Uni-Fast Limited (“Uni-Fast”). Uni-Fast is
not related to our Company, the Directors or the Substantial Shareholders of our Company.
Pursuant to the joint venture, we have subscribed for a 40% equity interest in Matin for a total
consideration of US$400. The remaining 60% equity interest in Matin is held by Uni-Fast. As at the
Latest Practicable Date, Matin is in the process of entering into a contract with, inter alia, Imabari
Shipbuilding Co., Ltd. to acquire a 37,300 DWT bulk carrier, which is expected to be delivered in
2011. On 31 May 2007, we made a shareholder’s loan of approximately US$1.2 million to Matin.
As the vessels to be acquired by Matin and Rich Containership are in the process of being built
and will only be delivered in 2011 and 2008 respectively, the Auditors of our Company have
confirmed that the investments by our Company in Matin and Rich Containership will have no
impact on the profit and loss statement for FY2006 as set out in Appendix C of this Prospectus,
had they been made at the beginning of FY2006. In addition, the Auditors have also confirmed that
had these investments been made at the end of FY2006, they would also have no significant
impact on the balance sheet as set out in Appendix C of this Prospectus, other than the
reclassification of the cash amount of US$2,203,162 (being the aggregate amount for the
subscription for shares and provision of shareholder loans in Matin and Rich Containership), to
“Investments” under the said balance sheet.
GENERAL INFORMATION ON OUR GROUP
95



Ship Investment Portfolio
As at the end of FY2004, the total value* of our ship investment portfolio (comprising vessels
owned by ship-owning companies in which we have an interest and vessels owned by investment
funds in which we have an interest) was approximately US$149.4 million. Through various
acquisitions and disposals of vessels since the end of FY2004, the total value* of our ship
investment portfolio has increased to approximately US$403.0 million as at the Latest Practicable
Date. Please refer to the section entitled “Alternative Assets Investments – Ship investment” at
page 92 of this Prospectus for more information.
The following table sets out the value* of vessels in our ship investment portfolio, with a breakdown
of the value* of vessels owned by ship-owning companies in which we have an interest and
vessels owned by investment funds in which we have an interest, as at the end of each of FY2004,
FY2005, FY2006 and as at the Latest Practicable Date.
Notes:
(1)
The decrease in portfolio size was due to disposal of vessels in FY2006. The value* of vessels disposed during the
period totalled US$37.8 million in 2004, US$71.0 million in 2005, US$89.6 million in 2006 and US$78.8 million from 1
January 2007 up to the Latest Practicable Date.
(2)
The increase in the value of the vessels owned by investment funds in which our Company has an interest, from
US$66 million as at 31 December 2006 to US$105 million as at the Latest Practicable Date, is due primarily to the
launch of the Akebono Fund in April 2007. As at the Latest Practicable Date, the Akebono Fund held two ship
investments - Sentic Limited (where the acquisition price of the underlying vessel is US$26.4 million) and Panmax
Tanker S.A. (where the acquisition price of the underlying vessel is US$46.7 million). The increase in the value of the
vessels in which our Company has an interest, from US$236 million as at 31 December 2006 to US$298 million as at
the Latest Practicable Date, is due primarily to our Company’s investments in Rich Containership S.A. (where the
acquisition price of the underlying vessel is US$71 million) and Matin Shipping (where the acquisition price of the
underlying vessel is US$31 million).
*
Value of vessels is an aggregation of the total acquisition price paid or to be paid for each relevant vessel at the time
of acquisition and does not represent our proportionate interest in the ship investment portfolio.
Value of Vessels in our Ship Investment Portfolio (US$’million)
as at 31 December
2004
as at 31 December
2005
as at 31 December
2006(1)
as at Latest
Practicable Date(2)
Value* of vessels owned by ship-owning companies in which we have an interest
Value* of vessels owned by investment funds in which we have an interest
117
155
66
105
33
214
236
298
0
50
100
150
200
250
300
350
400
450
GENERAL INFORMATION ON OUR GROUP
96



Selected key transactions completed:
Mortgage Financing and Equity Syndication for Searex: Uni-Asia acted as the finance arranger for
Searex for a US$100.5 million non-recourse loan in January 2004. The proceeds were used by
Searex to acquire six vessels in 2004. Searex issued US$17.0 million of Performance Notes to
investors out of which we subscribed for US$5.0 million, representing 29.4% of the total issued
Performance Notes. The remaining 70.6% of the Performance Notes were issued to third-party
investors. This deal demonstrates our track record as finance arranger and alternative investment
administrator.
Multiple roles as investor, administrator and fiscal agent of Searex: In addition to being an equity
investor, we also acted as administrator and fiscal agent for Searex. For Searex Series I Fund, six
vessels comprising bulk carriers and tankers were acquired in 2004 and 2005. As at the Latest
Practicable Date, the fund disposed of five vessels and the remaining vessel is currently chartered
out to third-party operators. As the investor of the fund, we were able to share in the investment
returns of the fund. As the fund administrator and fiscal agent, we received performance bonus
along with annual administration fees.
Container vessel joint venture: A third private shipping joint venture between us and three other
partners was launched in 2005 specializing in investment in container vessels. This joint venture
invested US$56.3 million each in three panamax 3,500 TEU container vessels, or US$168.8 million
in total. The vessels are being built by Hyundai Mipo Dockyard Co Ltd, Korea with delivery in 2007.
Uni-Asia, with a 38% equity interest in the shipping joint venture, arranged financing for the three
vessels. The 38% equity interest of our Company in the shipping joint venture comprises (i)
US$380 paid in capital; and (ii) up to US$0.9 million in a shareholder’s loan. The container vessels
have been chartered out to Italia Marittima of the Evergreen Group under an eight-year bareboat
charter agreement, which has commenced following delivery of two vessels in April 2007 and June
2007.
We have established a special purpose company in Panama, Panmax Tanker S.A. (“Panmax”),
which entered into a contract with Xing Long Maritime S.A. (“Xing Long”) on 28 November 2006
for the construction and sale of a 50,000 DWT product tanker for approximately Yen 4.69 billion (or
approximately US$39.5 million) (the “Shipsales Contract”). We provided a guarantee to Xing Long
to guarantee the performance by Panmax of its obligations under the Shipsales Contract, including
the obligation to pay for the price of the vessel. The guarantee will remain effective until the
fulfillment of all obligations of Panmax under the Shipsales Contract. The following table sets out
the payment obligations of Panmax under the Shipsales Contract and the intended manner of
financing such payments:
Actual / Indicative
Instalment amount
Details of Intended Manner of Financing
Instalment Timeline
payable to 
(Dependent on stage
Xing Long
of construction)
30 November 2006
Yen 469 million
This instalment was initially financed through a 
(approximately
bridging loan of US$4.1 million provided by our
US$4.0 million) 
Company on 30 November 2006. Such bridging loan
was repaid and replaced by another bridging loan of
US$4.0 million on 28 May 2007. The interest payable
under this bridging loan was set at the rate of London
Inter-Bank Offer Rate (“LIBOR”) + 3% per annum
with maturity date being 28 May 2008. This bridging
loan may be refinanced in 2008 by way of an
unsecured bank loan with a third-party financial
institution at a lower interest rate than that under the
bridging loan.
GENERAL INFORMATION ON OUR GROUP
97


Actual / Indicative
Instalment amount
Details of Intended Manner of Financing
Instalment Timeline
payable to 
(Dependent on stage
Xing Long
of construction)
31 May 2007
Yen 469 million
This instalment was primarily financed through a 
(approximately 
bridging loan of US$4.0 million provided by one of
US$4.0 million) 
the three sponsors of the Akebono Fund. This
bridging loan may be refinanced in 2008 by way of an
unsecured bank loan with a third-party financial
institution at a lower interest rate than that under the
bridging loan.
Around March 
Yen 469 million
This instalment is intended to be financed from
2010
(approximately 
the proceeds of an issue of Performance Notes by
US$4.0 million) 
the Akebono Fund.
Around July 2010
Yen 469 million
This instalment is intended to be financed from
(approximately 
the proceeds of an issue of Performance Notes by
US$4.0 million) 
the Akebono Fund, which issue may occur before
April 2010.
Around November 
Yen 2,814 million
This instalment is intended to be financed 
2010
(approximately
through debt financing from a third-party financial
US$23.7 million) 
institution and drawn down upon delivery of vessel.
Our Company envisages that we may furnish similar guarantees in future in the ordinary course of
our business. In this connection, Panmax received a guarantee from Orix Corporation which is our
shareholder for the due performance of the contractual obligations of Xing Long. We also provided
a bridging loan of 10% of the contract price to Panmax for payment of the first 10% of the contract
price. Such bridging loan is targeted to be repaid around May 2008, or earlier if Panmax refinances
the bridging loan with a third-party financial institution. Upon such refinancing, the bridging loan
provided by our Company would be discharged and we would be paid in full. On 19 June 2007, the
entire issued share capital of Panmax, comprising 100 nil-paid shares of par value US$100 each,
was transferred to Infinite Asset from the nominee company then holding such shares. With the
completion of the transfer, Panmax became a wholly-owned subsidiary of Infinite Asset.
Subsequently, Infinite Asset paid an aggregate amount of US$10,000 in respect of the then-unpaid
amounts on the shares, upon which the shares became fully-paid shares in the capital of Panmax.
Upon transfer of Panmax to the Akebono Fund, Infinite Asset has undertaken to indemnify us from
all claims which may arise from any default by Panmax of its obligations under the Shipsales
Contract. Such indemnity is supported by a share charge given by Infinite Asset in favour of our
Company over the entire share capital of Panmax. In the event of any default by Infinite Asset on
its obligations under its indemnity to us, the share charge allows us to take over the ownership of
the shares of Panmax on the tenth day after any such default by Infinite Asset. Our Directors
believe that the exposure of our Company in giving the guarantee to Xing Long would be mitigated
since we would, in the event of any default by Infinite Asset under its indemnity, be entitled to take
possession of Panmax, which we may subsequently sell to other third-parties. It is the commercial
intention of our Company that such sale would only take place if a replacement guarantee is
obtained from the buyer of the vessel, to replace the guarantee given by our Company to Xing
Long (subject to the credit standing of the replacement guarantor being acceptable to Xing Long).
In addition, our Directors believe that the likelihood of a default by Panmax is mitigated by the fact
that a material portion of the additional funds required by Panmax to fulfil its payment obligations
under the Shipsales Contract would be provided by further issuances of Performance Notes by the
Akebono Fund to investors who have already committed to subscribe for a total of US$42.9 million
principal amount of Performance Notes, from time to time up to April 2010, of which US$11.5
million is intended to be utilised towards funding the payment obligations of Panmax. Nonetheless,
in the event of a default by Panmax of its payment obligations under the Shipsales Contract, the
GENERAL INFORMATION ON OUR GROUP
98


commercial intention of our Company is to enforce the share charge and acquire Panmax in
accordance with the terms thereof. Depending on market conditions, our Company may either sell
the shipbuilding contract or continue the shipbuilding contract and take delivery of the vessel. If we
acquire Panmax and take delivery of the vessel, we would then have the option to charter it out to
third-party or sell it in the open market. These would, again, depend on the prevailing market
conditions at the time. As at the Latest Practicable Date, the net asset value of Infinite Asset was
US$7.7 million. Infinite Asset is a shipholding SPC and its only material assets are currently
Panmax Tanker S.A. (which will own a product tanker) and Sentic Limited (which owns a bulk
carrier).
Distressed Assets Investment 
We started to invest directly in distressed assets in 1998 to capitalise on opportunities for us to use
our own capital to purchase NPLs and other distressed assets in Asia (excluding Japan) including
the PRC, Hong Kong, Thailand, Malaysia, Indonesia, the Philippines and Korea. We usually invest
in NPLs through special investment fund vehicles established by us and which issue Performance
Notes to Uni-Asia itself and selected institutional co-investors to raise funding for distressed assets
investments.
Our NPL investment strategy is to leverage on our network of industry contacts to find opportunities
that satisfy our criteria of high cashflow generation and a significant asset base on which we can
get security. Opportunities are sourced through a network of industry contacts which include
financial institutions, such as banks, and accounting firms active in NPL transactions. We aim to
recover the NPLs and exit the investments to realise a return through various debt recovery
policies. Debt collection and monitoring of individual NPL transactions are applied either through an
agent bank, receiver or liquidator, or led by us if the asset is located in the PRC, Taiwan or Hong
Kong. We focus on the recovery of the debt repayments under the NPLs. We do not actively
engage in the secondary trading of NPLs in which we buy distressed assets with the specific
purpose of on-selling to another purchaser of NPLs.
Between 1998 and 2004, we made six direct investments that included 24 NPL accounts with a
value of approximately US$30.5 million and realised a return of over eight times our investment
within the period of approximately six years.
We also invest in distressed assets through AAA, a Cayman Islands incorporated investment
vehicle that is held by a charitable trust. AAA functions independently from Uni-Asia in accordance
with recognised corporate principles. AAA was incorporated in the Cayman Islands on 26 July
2001, and registered in Hong Kong on 14 August 2001. It has two distressed assets investment
funds, AAA Series I Fund and AAA Series II Fund, funded by the issuance of Performance Notes
to us and a third-party independent Japanese financial institution. AAA Series I Fund and AAA
Series II Fund were established in August 2001 and July 2003 respectively.
The Performance Notes under the AAA Series I Fund and the AAA Series II Fund obligate the
holder to provide the committed investment amount to the fund over a two-year drawdown period
as the fund calls for funds to invest. Proceeds from the recovery of NPLs are distributed to
performance noteholders semi-annually at the discretion of the fund.

AAA Series I Fund 
AAA Series I Fund is a distressed assets investment fund with the financial capability to invest up
to US$5.0 million with a five-year term and two-year drawdown period. This fund has closed and
the Performance Notes have been fully redeemed. We committed US$1.0 million as principal when
the AAA Series I Fund was started in August 2001. AAA Series I Fund had an internal rate of
return of approximately 156.6% from its inception in 2001 to 31 December 2006 based on 22 NPL
investments, each representing an NPL account. The AAA Series I Fund has expired as at the
Latest Practicable Date.
GENERAL INFORMATION ON OUR GROUP
99



AAA Series II Fund
AAA Series II Fund is a distressed assets investment fund with the financial capability to invest up
to US$15.0 million with a five-year term and two-year drawdown period due to expire in September
2008. We committed US$5.0 million as principal when the AAA Series II Fund was formed in July
2003.
AAA Series II Fund has made 19 NPL investments representing 58 NPL accounts since July 2003
to the Latest Practicable Date. The two-year drawdown period ended in July 2005 and the recovery
period will end in July 2008.
The AAA Series I and AAA Series II Funds target distressed or non-performing loan opportunities in Asia
(excluding Japan) in the manufacturing, leasing, finance and hotel property sectors. The aim is to realise
an investment return of over 20% within a 1-5 year time horizon. As at 31 December 2006, the PRC and
Hong Kong accounted for approximately 80.2% of the total nominal value of AAA’s NPL investments of
US$70.3 million and the rest are located in Thailand, Indonesia, Korea, Malaysia and the Philippines.
We also act as the administrator of the distressed assets investment funds providing administration
services such as monitoring, book-keeping and reporting services. We earn an administration fee on the
drawdown of funds (for investment into NPLs) and an incentive fee for investment out-performance
against a target hurdle rate. We also earn an agency fee for services to be provided in our capacity as
the registrar and the fiscal agent of the funds.
We have made arrangements with an administrative services provider in the PRC to carry out
administrative and clerical services (such as appointment booking and minute taking), including any
administrative work or liaison work with our PRC contacts. Other than the registration with the
Administration for Industry and Commerce of Guangzhou (as stated in the section entitled “General
Information on our Group – Regulations governing our Group’s activities in Hong Kong, Japan, Singapore
and the PRC – Scope of our activities in the PRC” in this Prospectus), we do not require any registration
or licensing under PRC law for our activities in the PRC that arise only from the management and
administration of the debtors of our NPLs who are located in the PRC.
Selected key transactions completed include:
Restructuring and recovery of a leasing company in the PRC: We acquired a 40% equity interest in a joint
venture leasing company in the PRC in 1998 and took over the management of the restructuring and
recovery exercise of the joint venture’s non-performing assets. The joint venture leasing company was
sold to a third-party in 2004.
Liquidation of Pacific Leasing: We acquired the NPLs of Pacific Leasing, a sino-foreign joint venture
leasing company in Shanghai, in 1999. Pacific Leasing was an independent third-party company
incorporated in the PRC. In 2000, Pacific Leasing’s license expired and it entered into a period of
voluntary liquidation. We became the largest creditor with a 31.1% exposure to Pacific Leasing’s total
debt. The recovery measures and efforts taken by us were successful and highlighted our strong workout
techniques and strategies. Pacific Leasing set a precedent in Shanghai as:

the first bankruptcy case applied by overseas creditors

the first bankruptcy case against a sino-foreign joint venture leasing company in the PRC

the first bankruptcy case against non-bank financial institutions licensed by MOFTEC
The case was accepted by the court, and Uni-Asia and related parties finalised the lawsuit successfully in
December 2002. Our Company has recovered 22.59% out of the total registered debt owed to us by
Pacific Leasing. Following the liquidation of Pacific Leasing, there were no further outstanding amounts
that remained recoverable.
GENERAL INFORMATION ON OUR GROUP
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Property Investment
Property Investment and Management - Japan
We invest in real estate in Japan through Capital Advisers. Capital Advisers focuses on investment in and
management of residential and hotel related real estate assets in Japan. It seeks investments across a
range of locations with a focus on balanced risk and return. Capital Advisers was established in 1998 as
our wholly-owned subsidiary. In May 2003, Capital Advisers raised Yen 985 million (or approximately
US$8.2 million) in shareholders’ equity capital from a number of independent third-party investors as part
of its strategic expansion. Our shareholding interest in Capital Advisers was diluted to 44.8% and as a
result, Capital Advisers became our associated company.
Capital Advisers, by itself or in cooperation with its business partners, looks for the appropriate property
to invest in. At the initial stage of the investment, it arranges the investment structure, establishes a SPC
which owns the property in the form of a trust, arranges equity contribution to the SPC, arranges non-
recourse loan from financial institutions on behalf of the SPC. Capital Advisers itself may invest in the
SPC as a minority investor. Capital Advisers also acts as the asset manager of the assets owned by the
SPC and manages the SPC’s assets including the invested property on behalf of the SPC, eventually on
behalf of the investors. At the end of the investment period or sometimes during the investment period, in
order to maximise investors’ return, Capital Advisers also engages in a selling procedure as the asset
manager. Capital Advisers manages over Yen 58.5 billion (or approximately US$491.9 million) in assets
which includes a contribution of approximately Yen 2.0 billion (or approximately US$16.8 million) of its
own capital as at the end of 2006.

Property Investment - Japan
In 2000, we, through our then wholly-owned subsidiary Capital Advisers, established an investment
partnership with Grosvenor Asia to invest in residential properties in Tokyo.
The Grosvenor Group is an international property development and investment group. It has
regional operating companies covering Australia, Asia Pacific, the Americas, Britain and Ireland
and Continental Europe and an international fund management business which operates across all
these markets.
The investment partnership was followed by the establishment of the GCAP Fund in 2004. The
GCAP Fund is jointly managed by Grosvenor Asia and Capital Advisers through Grosvenor Capital
Advisers Fund Management Co., Ltd. and is anticipated to grow to more than Yen 20 billion (or
approximately US$194.4 million) when fully invested based on its historical borrowing capability
and committed equity funds of Yen 6.3 billion (or approximately US$61.2 million).
The equity size of each investment fund ranged from US$1.4 million to US$38.5 million. The equity
investors to the funds are financial institutions, real estate companies and corporations mainly
based in Japan and Southeast Asia. Capital Advisers itself invested Yen 2.0 billion (or
approximately US$16.8 million) as a minority equity investor as at 31 December 2006.

Hotel Properties Investment - Japan
In 2001, Capital Advisers directed its attention to the asset investment/management business in
the hotel property sector. In the hotel property sector, Capital Advisers focuses mainly on
investment in limited-service hotels. The number of hotels in which Capital Advisers has been
engaged in as asset manager and invested in as minority investor totalled 11 by the end of 2006.
Capital Advisers, as the asset manager in hotel property investments, employs a team which is
experienced in the hotel sector and not only manages the hotel assets but also monitors the hotel
operation itself. The total asset of the hotel investments was over Yen 16.9 billion (or approximately
US$142.5 million) as at 31 December 2006. The total equity invested was about Yen 5.4 billion (or
approximately US$45.5 million), of which Capital Advisers’ interest ranged from 5.0% to 51.9%. In
GENERAL INFORMATION ON OUR GROUP 
101


relation to the hotel property investment, in 2004, Capital Advisers invested in another asset
management company engaged in Japanese real estate investment trust which specialises in hotel
properties and which was listed in Japan on 14 June 2006. In view of Capital Advisers’ growth and
expansion strategy, they may from time to time consider various fund raising options, such as new
equity injection. In the event of a new equity injection, our interest in Capital Advisers may be
diluted.

Residential Investment - Japan
Since February 2004, Capital Advisers has also been engaged in the investment in and asset
management of residential properties, with a focus on small-size studio apartment buildings. The
number of these type of buildings managed and/or invested in by Capital Advisers reached 10 in
2004, 31 in 2005 and 50 in 2006.
Capital Advisers earns an arrangement, asset management and administration fee for its services
as the asset manager of the property investment portfolio. It also participates in the return to
investors in the portfolio as a minority equity investor in the property investment funds.
Principal Investments in Properties - PRC
In January 2007, we established a wholly-owned property investment company, Uni-Asia Guangzhou, in
Guangzhou, Guangdong Province, the PRC, with a paid-in capital of US$3.0 million. Our Group will
continue to explore property investment opportunities in the PRC under new property guidelines
introduced by the PRC government in July 2006, and property investment opportunities in Southeast
Asia. At the end of June 2007, Uni-Asia Guangzhou completed the acquisition of 14 office units with
gross floor area of 1,304 sq m of the China Shine Plaza, a commercial development in the Tianhe
commercial district in Guangzhou. We intend to lease the office units to third-parties.
SALES AND MARKETING
We conduct sales and marketing activities out of our three offices in Hong Kong, Japan and Singapore.
We use our network of industry contacts and existing client base, built up from over nine years of
establishing the business to source for investment opportunities. Most marketing activities in structured
finance advisory are done directly where senior professionals meet existing and potential clients to
provide proposals for transactions or advice on existing deals. We also receive referrals from our existing
clients and business partners with whom we have developed relationships.
Co-investors of the direct investment funds we invested in are sourced primarily through our broad
network base and client relationships. Our Directors believe that we have repeatedly demonstrated an
ability to secure ties with strategic partners and co-investors in each of our Alternative Assets investment
funds due to our extensive contact base. Likewise, deals are also sourced through our internal contact
base along with sourcing agents and industry referrals.
MAJOR CLIENTS 
For FY2004, FY2005 and FY2006, we generated total fee income from our five largest clients of
approximately US$5.0 million, US$9.9 million and US$8.8 million, respectively, representing 90.2%,
80.8% and 89.2% of our total fee income during the corresponding period. The aggregate fee income
received from our clients as a proportion of our total income was approximately 34.1%, 54.1% and 45.4%
for FY2004, FY2005 and FY2006 respectively.
GENERAL INFORMATION ON OUR GROUP
102


The following table sets forth our clients who account for 5% or more of our total fee income received for
FY2004, FY2005 and FY2006 below:
As a percentage of total fee income (%)
Name of Clients 
FY2004
FY2005
FY2006
CIDO Holding Co., group of companies(1)
–
16.1
–
Dainichi-Invest Corporation(2)
–
17.5
–
Evergreen Group(3)
29.4
11.6
34.8
Mitsubishi Heavy Industries(4)
–
9.0
22.1
Niki Shipping Company INC(5)
6.6
–
–
P
.T. Berlian Laju Tanker TBK(6)
9.2
–
–
Wisdom Marine Lines S.A.(7)
–
–
5.6
Funds and joint ventures set up by us 
AAA Strategic Investment Limited
5.4
5.7
6.7
Container Vessel Fund(8)
–
16.1
–
Searex Asset Management Ltd
39.5
19.5
19.9
Notes:
(1)
Korea-based shipping group
(2)
Japanese shipping company
(3)
Taiwan-based transport conglomerate in aviation and shipping
(4)
Japanese ship/transport equipment conglomerate
(5)
Greek shipping company
(6)
Indonesian shipping conglomerate, listed on the SGX-ST, Jakarta Stock Exchange and Surabaya Stock Exchange
(7)
Taiwanese shipping company
(8) 
Comprising Falcon Containership S.A , Fortitude Containership S.A. and Union Containership S.A.
Save as disclosed in the section entitled “Interested Person Transactions” in this Prospectus, none of our
Directors or Substantial Shareholders is related to or has had any interest in clients who accounted for
5% or more of our total revenue for FY2004, FY2005 and FY2006.
BUSINESS PARTNERS 
Relationship with HSH Nordbank
We have a close working relationship with HSH Nordbank, one of our shareholders and the largest
shipping bank in the world focusing on container vessels, tankers, bulk carriers and roll-on-roll-off ships.
HSH Nordbank has a strong presence in Germany, Scandinavia, Greece, and the United States, although
clients from across Europe and Asia represent a significant portion of their credit portfolio. We act as a
marketing intermediary for HSH Nordbank in Asia in sourcing maritime transactions and also partner
HSH Nordbank in arranging debt syndication.
A recent example where we and HSH Nordbank worked in partnership was in arranging the US$127.8
million term loan facilities for CIDO Holding Co., Ltd. to finance the purchase of ships. We and HSH
Nordbank as joint coordinating arrangers, project-managed the transaction and marketed the transaction
to debt syndicate lenders. HSH Nordbank was also the senior lender being the underwriter to the loan.
In addition, HSH Nordbank was a co-lender in the Searex Series I Fund.
GENERAL INFORMATION ON OUR GROUP
103


Relationship with Exeno Yamamizu
We and Exeno Yamamizu have jointly managed the Searex Series I Fund since the end of 2003 where
we have acted as administrator, registrar, fiscal agent and sometimes finance arranger for transactions
and Exeno Yamamizu has been overall project manager. Exeno Yamamizu is one of the largest shipping
brokers in Asia and their client network covers major shipping companies. This cooperation has brought
us a broader market coverage in terms of chartering and sale and purchase of vessels. A new joint
venture company, Uni-Ships and Management Limited, was established in 2005 to carry out the
responsibilities of project manager for Searex Series II Fund.
Relationship with Grosvenor Asia 
Grosvenor is an international property development and investment group. It has regional operating
companies covering Australia, Asia Pacific, the United States, Britain and Ireland and Continental Europe
and an international fund management business which operates across all these markets. Grosvenor
invests in and manages offices, shopping centres, retail, residential and industrial property. Anchored by
its ownership and management of the Mayfair and Belgravia estates in Central London, Grosvenor is one
of the largest, private real estate companies in the UK and has been operating in Asia for over 10 years.
In 2000, we and Grosvenor Asia jointly established an investment partnership with another investor to
invest in residential properties in Tokyo. This was followed in 2004 with the establishment of the GCAP
Fund. The fund is jointly managed by Grosvenor Asia and Capital Advisers through Grosvenor Capital
Advisers Fund Management Co., Ltd.
Relationship with CMTB
CMTB is one of the largest trust banks in Japan and our 10.7% Shareholder. We collaborated with CMTB
through Capital Advisers, our then wholly-owned subsidiary, to invest in property projects in Japan and in
addition, CMTB has been cooperating with Capital Advisers on various other transactions such as
transfer agency and lending arrangements since 2002.
INTELLECTUAL PROPERTY
We market our services under our “Uni-Asia” logo and name as shown below:
Uni-Asia Finance Corporation
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104


We are the registered proprietors of our “Uni-Asia” logo. As at the Latest Practicable Date, the details
relating to the registration of our trademark are as follows:
Place of
Registration
Registration
Trademark
Application
Class
number
Date
Status
Uni-Asia device 
Hong Kong
35(1) and 36(2)
300421091
17 May 2005
Registered
“UNI-ASIA FINANCE
Hong Kong
35(1) and 36(2)
300421073
17 May 2005
Registered  
CORPORATION”
Hong Kong
35(1) and 36(2)
300421082
17 May 2005
Registered  
“UNI-ASIA FINANCE
Japan
35(1) and 36(2)
4911813
2 December 2005
Registered 
CORPORATION”
Uni-Asia device
Japan
35(1) and 36(2)
4914362
9 December 2005
Registered  
Uni-Asia device
Taiwan
35(1) and 36(2)
01199347
1 March 2006
Registered  
“UNI-ASIA ”
Taiwan
35(1)
01212538
1 June 2006
Registered   
Taiwan
36(1)
01212539
1 June 2006
Registered  
Uni-Asia device,
PRC
35(1) and 36(2)
–
–
Application 
“UNI-ASIA FINANCE
submitted on 
CORPORATION” and
17 June 2005, 
Pending(3)
Uni-Asia device
Singapore
35(1)
T05/08232H 
19 May 2005
Registered 
Uni-Asia device
Singapore
36(2)
T05/08233F
19 May 2005
Registered 
“UNI-ASIA FINANCE
Singapore
35(1)
T05/08206I
19 May 2005
Registered 
CORPORATION”
“UNI-ASIA FINANCE
Singapore
36(2)
T05/08207G
19 May 2005
Registered 
CORPORATION”
Notes:
(1)
Class 35 relates to business management and organisation consultancy and business management assistance.
(2)
Class 36 relates to, inter alia, financial consultancy, financial planning services, investment advisory services, investment
management services, management of funds, assets and trusts for others, debt financing, provision and financing of loans,
real estate management, and banking services.
(3)
Currently, we have no reason to believe that the trademark application in the PRC will be declined by the relevant authorities
in the PRC, and we are not of the view that the delay in the trademark registration in the PRC would pose a material risk to
our Company’s financial performance.
INSURANCE
As at the Latest Practicable Date, we have in place insurance policies in respect of the following (subject
to exceptions and exclusions and the conditions of the respective policy):
(i)
personal accident, medical and travel insurance policies for our employees as well as employees’
compensation insurance;
(ii)
office insurance against, inter alia, loss of or damage to property and interruption of the operations
of business;
GENERAL INFORMATION ON OUR GROUP
105


(iii)
burglary insurance against loss by theft or burglary or any damage to our property or to our
premises that arose due to any such theft and burglary or to any attempted threat in respect of our
current manufacturing facility and the office equipment, furniture, fixtures and fittings located
therein; and
(iv)
Protection and Indemnity insurance as well as hull and machinery insurance for the vessels owned
by ship investment funds/companies that we invested in.
Our Directors believe that the above insurance policies are adequate for our business.
REGULATIONS GOVERNING OUR GROUP’S ACTIVITIES IN HONG KONG, JAPAN, SINGAPORE
AND THE PRC
Overview
Scope of our activities in Hong Kong 
Our operations are principally conducted from Hong Kong, although the activities which we carry on in
Hong Kong do not comprise activities that require our Company or any of our subsidiaries to be licenced
in Hong Kong.
Structured Finance 
In relation to our structured finance business, we act as an arranger of financing, but do not ourselves
lend money to third-parties. We are accordingly not required to be regulated under the Banking
Ordinance (Cap. 155 of the Laws of Hong Kong) nor do we require a licence for the purposes of the
Money Lenders Ordinance (Cap. 163 of the Laws of Hong Kong).
In relation to the advice which we impart to third-parties in relation to our structured financing activities,
such advice does not constitute advising in relation to securities for the purposes of the SFO as the
relevant products arranged for third-parties comprise bank loans, finance leases or other banking-specific
products. Moreover, such advice does not amount to corporate finance advice for the purposes of the
SFO, again because the relevant products do not constitute securities as defined in that Ordinance.
Alternative Assets Investment 
In relation to the fund structures which we have devised and established for the purposes of effecting
investment by us, as principal, and by co-investors, in both ships and NPLs (and other distressed assets),
the various roles performed by us do not fall to be regulated under the SFO.
We act as administrator, registrar and fiscal agent of the two funds, the Searex Series I Fund and the
Searex Series II Fund, dedicated to investment in ships, and the two funds, the AAA Series I Fund and
the AAA Series II Fund, dedicated to investment in distressed debt assets, being typically NPLs.
Each of the fund vehicles, namely Searex and AAA, is a limited liability company, in each case, managed
by the board of directors of the relevant company. It is the responsibility of each such board to originate
and implement all transactions relevant to the fund, including acquisitions and disposals of the underlying
investments. In this regard, prior to implementing any such transaction, the relevant fund vehicle reports
to a monitoring committee that represents the parties who have invested in the underlying notes (namely,
the Searex Series I Notes and the Searex Series II Notes, or the AAA Series I Notes and the AAA Series
II Notes, as the case may be).
The composition of the monitoring committee of the Searex Series I Fund comprises five individuals, two
of whom are our representatives (the other three being the representatives of other investors in the
Searex Series I Notes). The composition of the monitoring committee of the Searex Series II Fund
comprises seven individuals, one of whom is our representative (the other six being the representatives of
other investors in the Searex Series II Notes). In cases where the relevant fund (Searex Series I Fund
and Searex Series II Fund) proposes to implement any investment related matter, such as acquiring or
disposing the shares of a single purpose vehicle, itself owning a ship, Searex prepares a report for the
monitoring committee which, having raised any queries, has the right to issue, or not issue, a “notice of
GENERAL INFORMATION ON OUR GROUP
106


awareness”. Should such a notice be issued, Searex may, but is not obliged to, proceed with the
transaction. If such a notice is not issued, Searex would internally consider suitable modifications be
made to the proposal such that it might become acceptable to the investors. The monitoring committee for
the Searex Series I Fund and the Searex Series II Fund acts on the basis of a simple majority of its
monitoring committee members, and is therefore not under our control.
In the case of the AAA Series I Fund and the AAA Series II Fund, each is operated along lines similar to
those described above. Accordingly, management of both such funds resides in the board of directors of
AAA itself. The monitoring committee applicable to both the AAA Series I Fund and the AAA Series II
Fund comprises three individuals, two of whom are our representatives. All decisions of the monitoring
committee concerning the issue, or not, of a “notice of awareness” require the unanimous consent of the
committee’s members, meaning that the monitoring committee is not under our control.
Our Directors have given due consideration to the question of whether or not any of the activities of our
Company fall under the regulation of SFO and are aware, in particular, that the following constitute
“regulated activities”:

dealing in securities (requiring a type 1 licence);

advising on securities (requiring a type 4 licence);

asset management (requiring a type 9 licence).
Our Directors are satisfied that we do not perform any activity that is regulated under the SFO, in which
regard, our Directors confirm that Uni-Asia does not deal in or manage assets for and on behalf of the
relevant funds, either in our capacity as administrator or as one of the parties represented on the various
monitoring committees. Moreover, our Company does not provide any form of investment advice to the
funds in relation to their respective investment decisions.
Finally, our Directors have noted that, in any event, the underlying assets of both the Searex Series I
Fund and the Searex Series II Fund and both the AAA Series I Fund and the AAA Series II Fund would
not, generally, be considered as “securities” for the purposes of the SFO. In the case of the Searex Series
I Fund and the Searex Series II Fund, the underlying investments are made through special purpose
vehicles, each a private company (within the meaning of section 29 of the Companies Ordinance) which,
in turn, owns the underlying ship. Securities in such private companies are expressly exempted from the
definition of securities in the SFO. Moreover, the underlying assets of the AAA Series I Fund and the AAA
Series II Fund generally comprise NPLs, being assets that would not ordinarily be considered as
securities for the purposes of the SFO.
In relation to our Company’s role as subscriber to the Funds, a money lender’s licence is not considered
by our Directors to be necessary as our Company’s ordinary business does not primarily or mainly
involve the lending of money, in the ordinary course of that business.
Scope of our activities in Japan 
We have one subsidiary in Japan, Uni-Asia Finance Corporation (Japan), involved in finance arrangement
in Japan and the provision of related advisory services.
Uni-Asia Finance Corporation (Japan) has obtained a registration from the Governor of Tokyo Prefecture
to carry on the business of money lending (the registration being transliterated as a “Kashikingyo
Touroku”). The registration which expired on 26 December 2006 was renewed and extended to 26
December 2009 and remains in full force and effect. So far as our Directors are aware, no other licences
or registrations are necessary for Uni-Asia Finance Corporation (Japan) to carry on its business in
accordance with its current scope and practice.
However, Uni-Asia Finance Corporation (Japan) will have to apply for newly created registration under the
new Financial Instruments and Exchange Law (the “Law”) (presently the Securities and Exchange Law) if
it will be engaged in the solicitation to potential clients to acquire interest in general or limited partnership
or Tokumei Kumiai. The new Law extends the coverage of the regulation to such interest which has not
been regulated. The major part of the Law, including the registration regulation will enter into force on
such date on or before 13 December 2007 as will be designated by the Cabinet Order.
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107


In addition, we have a 44.8% interest in Capital Advisers Co., Ltd., a company which invests in and
manages certain real estate assets, including hotel and residential properties.
Capital Advisers has obtained:
(i)
a registration from the Governor of Tokyo Prefecture to carry on the business of money lending (the
registration being transliterated as a “Kashikingyo Touroku”). The current registration expires on 17
September 2007 and remains in full force and effect;
(ii)
a Housing and Property Dealer Licence (transliterated as a “Takuchi Tatemono Torihikigyo
Menkyo”) which expires on 30 August 2007 and remains in full force and effect; and
(iii)
a registration from the Prime Minister to carry on the business of selling interest in the various trust
funds (such registration being transliterated as “Shintaku-Juekiken Hanbaigyo Touroku”) which
expires on 17 May 2008.
However, Capital Advisers will in the future have to apply for newly created registration under the new
Financial Instruments and Exchange Law mentioned above, unless it changes the modes of transactions
it structures. The new Law extends the coverage of regulation to such products as have not been under
any regulation. Also, the above “Shintaku-Juekiken Hanbaigyo Touroku” will be abolished and uniformly
regulated with other business of financial products under the new Law. We understand that Capital
Advisers intends to seek registration under the new Law. When such registration is granted under the new
Law, its existing registration from the Prime Minister to carry on the business of selling interest in the
various trust funds (“Shintaku-Juekiken Hanbaigyo Touroku”) will be superseded and will automatically
expire. As such, Capital Advisers will not maintain their current registration alongside the new registration
under the new Law (when granted).
We also understand that Capital Advisers intends to renew the registration from the Governor of Tokyo
Prefecture to carry on the business of money lending, as well as the Housing and Property Dealer
Licence upon their expiry.
So far as our Directors are aware, no other consents, licences, registrations or the like are necessary or
required for Capital Advisers to carry on its business in accordance with its current scope and practice. In
any event, Capital Advisers is no longer our wholly-owned subsidiary and is only our associated
company.
Scope of our activities in Singapore 
We have one subsidiary in Singapore, Uni-Asia Capital (Singapore) Limited, whose principal businesses
are:
(i)
to provide loans to shipping clients, typically secured by vessel mortgages;
(ii)
to arrange ship chartering; and
(iii)
to provide project management.
Uni-Asia Capital (Singapore) Limited acts as administrator, registrar, fiscal agent and project manager to
Akebono Capital Limited, which is the issuer of the Performance Notes in relation to the Akebono Fund.
Akebono Capital Limited is a limited liability company, managed by its board of directors. It is the
responsibility of the board to originate and implement all transactions relevant to the fund, including
acquisitions and disposals of the underlying investments. Prior to implementing any such transaction, the
board will consult the monitoring committee that represents the parties who have invested in the
underlying notes. The board of Akebono Capital Limited prepares a report for the monitoring committee
which, having raised any queries, has the right to issue, or not issue, a “notice of awareness”. Should
such a notice be issued, Akebono Capital Limited may, but is not obliged to, proceed with the transaction.
If such a notice is not issued, Akebono Capital Limited would internally consider suitable modifications be
made to the proposal such that it might become acceptable to the investors.
GENERAL INFORMATION ON OUR GROUP
108


The composition of the monitoring committee comprises four individuals, one of whom is our
representative (the other three being the representatives of other investors in the Akebono Fund),
meaning that the monitoring committee is not under our control. The monitoring committee for the
Akebono Fund acts on the basis of a simple majority of its monitoring committee members, except where
unanimous approval of all the representatives of the monitoring committee is required in relation to
certain cases such as the proposal by the issuer of the Performance Notes for any modification of any
provision of the administration and project management agreement or any arrangement in respect of the
obligations of the issuer thereunder.
In the case of a transaction with an affiliate of any sponsor of the Akebono Fund, namely Mitsui & Co.,
Ltd, Exeno Yamamizu and our Company, a valuation of the relevant asset from a professional valuer
(other than the sponsor) or from other persons (if approved by the representatives of the monitoring
committee (other than those nominated by the sponsor whose affiliate will be involved in the transaction))
shall be obtained, unless such requirement is waived by representatives of the monitoring committee
(other than those nominated by the Sponsor whose affiliate will be involved in the transaction).
With regard to the business of providing loans to shipping clients, Uni-Asia Capital (Singapore) Limited
has obtained a renewal of its Certificate of Exemption under Section 36 No. 1752 dated 4 November
2004, issued by the Government of Singapore pursuant to the Moneylenders Act, Chapter 188 of
Singapore (the “Moneylenders Act”).
Uni-Asia Capital (Singapore) Limited first obtained a Certificate of Exemption dated 14 January 2002 and
which was effective from 4 January 2002 and expiring on 3 January 2008. The Certificate of Exemption
provides an exemption to Uni-Asia Capital (Singapore) Limited from compliance with the provisions of the
Moneylenders Act in respect of loans granted to finance or re-finance the purchase of a vessel(s),
vessel’s engines, vessel’s parts and related equipment and components, for commercial or industrial
purposes and/or for working capital in connection with which the vessel is inter-alia granted as security
for the loan and/or generally in connection with ship finance. Uni-Asia Capital (Singapore) Limited did not
provide any loans in Singapore prior to obtaining the Certificate of Exemption.
So far as our Directors are aware, apart from the exemption referred to above, no other consents,
licences, registrations or the like are necessary or required for Uni-Asia Capital (Singapore) Limited to
carry on its business in accordance with its current scope and practice.
Scope of our activities in the PRC
We have one subsidiary in the PRC, Uni-Asia Guangzhou, involved in property investment and
management.
Uni-Asia Guangzhou has earlier obtained approval for the establishment of the company from the Bureau
of Foreign Trade and Economic Cooperation of Tianhe District, Guangzhou Municipality and was duly
registered with the Administration for Industry and Commence of Guangzhou. Uni-Asia Guangzhou can
carry on the business of leasing, operating and management of its owned properties according to the
requirements under the business licence issued by the Administration for Industry and Commence of
Guangzhou (which will expire on 9 January 2037) and within the approved scope of business.
So far as our Directors are aware, no other consents, licences, registrations or the like are necessary or
required for Uni-Asia Guangzhou to carry on its business in accordance with its current scope and
practice.
SEASONALITY
There is no apparent seasonality observed within the industries in which we operate. However, we
experience some seasonality in the recognition of profits. We concentrate on marketing and sales
activities in the first half of each financial year and typically only complete our transactions and profits
from such transactions are only realised and recorded in the second half of the financial year.
GENERAL INFORMATION ON OUR GROUP
109


COMPETITION
Our Directors believe that competition in our industry is intense and we have to compete with companies
that may have wider name recognition, more resources, a broader range of services including the ability
to provide debt directly, as well as arranging it, and a longer operating history than us.
Our Directors believe we face competition from the finance arrangement departments of commercial
banks and investment banks, funds that make direct investments into Alternative Assets and property
companies that make secondary acquisitions of property.
The market in Asia for finance arrangement and direct investments is very competitive and many financial
institutions operate in our key geographical markets of Hong Kong, the PRC, Japan and Singapore. Our
Directors do not believe any of our competitors have the exact same mix and focus of business as us,
however each of our competitors tends to compete with us on a particular type of activity, such as only in
finance arrangement or only in direct investment into ships, NPLs or property.
Our Directors believe that we are able to effectively compete with our competitors based on our focus on
our strengths (as stated in the section entitled “General Information on our Group – Competitive
Strengths” of this Prospectus) and by providing our customers with a level of service that meets or
exceeds their expectations, hence leading to repeat business from satisfied customers, as well as
referrals from them for new business opportunities.
Our Directors have identified the following competitors in each area of our business:
Area of business
Competitors
Structured finance
Banks, financial advisory and consulting firms, hedge funds, leasing
companies and ship brokers
Distressed assets
Hedge funds
Property investment/management
Property funds, property developers and real estate investment trusts
Ship investment
Shipping companies and shipping trusts
COMPETITIVE STRENGTHS 
We believe that our key competitive strengths are as follows:
Experienced Executive Directors and Management Team
Our Executive Directors and management team are experienced professionals in the structured finance
industry and alternative asset investments. Our co-founders and Executive Directors, Messrs Motokuni
Yamashiro, Kazuhiko Yoshida and Michio Tanamoto co-founded Uni-Asia in 1997. A summary of their
work experience is set out below and further details may be found in the section entitled “Directors,
Management and Staff” in this Prospectus:

Mr. Motokuni Yamashiro is our Chairman and Executive Director. Mr. Yamashiro has over 40 years
of experience in the banking sector. Prior to founding our Company, he was with The Hokkaido
Takushoku Bank since 1967 and was the Chairman of Takugin International (Asia) Limited, the
offshore merchant banking arm of The Hokkaido Takushoku Bank between 1992 to 1997.

Mr. Kazuhiko Yoshida is our Chief Executive Officer and Executive Director. He has over 27 years of
experience in banking and credit analysis, specialising in structured finance of maritime vessels
and aircraft. Prior to founding our Company, he was a senior manager in Sumitomo Trust and
Banking Co., Ltd. following which, he was a director/deputy general manager of Takugin
International (Asia) Limited, the offshore merchant banking arm of The Hokkaido Takushoku Bank,
from 1992 to 1997. Mr. Yoshida is also currently a director of Capital Advisers.
GENERAL INFORMATION ON OUR GROUP
110



Mr. Michio Tanamoto is our Chief Operating Officer and Executive Director. Mr. Tanamoto has over
26 years of experience in banking based in Japan, Hong Kong and Singapore. Prior to founding
Uni-Asia in 1997, he joined The Hokkaido Takushoku Bank in 1980 and was the senior manager of
Takugin International (Asia) Limited, the offshore merchant banking arm of The Hokkaido
Takushoku Bank between 1988 and 1993. Following which, he was the deputy general manager of
the Singapore Branch of The Hokkaido Takushoku Bank from 1995 to 1997.
We believe that we have a clear understanding of our industry requirement and possess a client-driven
focus and an established investment strategy. Our staff is committed to provide value-added and
innovative services to our clients. Our Executive Directors, Executive Officers and employees collectively
own approximately 19.7% of our post-Invitation issued share capital. We believe that this has helped align
their interests with those of our Company and foster a sense of commitment. In addition, we have in place
an employee share option scheme to motivate and foster a stronger sense of ownership amongst our
staff. Please refer to the section entitled “Uni-Asia Share Option Scheme” in this Prospectus for further
details of our Scheme.
We have a successful track record of integrated capabilities in our specialist fields
We have a strong background and experience in finance arrangement and investment in Alternative
Assets. Based on our track record, we have been able to successfully identify opportunities, formulate
structures and execute them effectively. By leveraging on this strength, we focus on activities where our
experience and established relationships provide a competitive advantage. Further details of selected key
transactions may be found in the section entitled “General Information on our Group – Business
Overview” in this Prospectus.
As transport-related finance arrangement and alternative asset investments are specialised fields, we
believe that we are able to achieve the following competitive advantages:

Comprehensive range of value-added and innovative structures
We offer a comprehensive range of services that helps our clients achieve their business and/or
financing objectives. We provide a range of customised structured finance products and services
such as the arrangement of ship and aircraft leases, mortgage financing, charter arrangements for
vessels, tax-enhanced leases and loans and balance sheet management. The availability of such a
broad and comprehensive product range enables us to offer our clients integrated and innovative
solutions. It also allows us to cater to any periodic change in requirements in any of our target
industries.

Scalable execution capabilities
Our business allows us to explore multiple opportunities based on common product requirements
across geographic markets. We are able to leverage on our existing competencies, resources and
network to execute our expansion initiatives into new sectors and across geographical locations.
We believe that we are one of the few industry participants who have in-house capabilities for both
structured finance and Alternative Assets investment. This combination has also allowed us to
develop long-term relationships with and meet the needs of our existing and new clients through
our comprehensive range of services.

Effective internal processes and practices
We have developed internal business processes and practices to enable us to function efficiently
and effectively in our dealings with clients and our approach to other relationships. We believe that
our intimate knowledge of global transport and Alternative Assets markets and trends provides us
with an advantage over our competitors in structuring and investments. We believe that this focus
has allowed us to structure customised solutions to our clients’ requirements. In addition, with our
“boutique” size and lean organisational structure, we are able to function with greater flexibility and
speed in comparison to some of our larger competitors.
GENERAL INFORMATION ON OUR GROUP
111


We are able to leverage on our relationships with our well-established network
We have a well-established and strong network of contacts. The engagement of clients and provision of
services are carried out with the objective of creating and maintaining long-term relationships. In addition
to our client relationships, we have also been able to build other long-term business relationships through
our investments, partners, corporate shareholders and brokers. We have been able, and will continue, to
leverage on these relationships and network to support us in identifying new business opportunities and
in assisting us to formulate new and innovative structures to address the requirements of our business
associates. This has resulted in us obtaining repeat businesses from our existing clients as well as new
referrals from our existing network. The strengths and geographical spread of these relationships enable
us to provide cross-border services to our clients such as the recovery of PRC NPLs acquired from
Japanese banks and ship finance in Asia financed by European financial institutions.
EXCHANGE CONTROLS
Our operations are largely located in Hong Kong, Japan, Singapore and the PRC.
Hong Kong
Pursuant to Article 112 of the Basic Law of the Hong Kong Special Administrative Region of the People’s
Republic of China (Cap 2101), there are no foreign exchange control policies in Hong Kong. The Hong
Kong dollar is freely convertible. Profits, royalties, interest and capital can also be freely converted and
repatriated.
Japan
Foreign exchange matters are regulated by the Law on the Foreign Exchange and Foreign Trade (“FEFT
Law”), and cabinet orders and ministerial ordinances thereunder. Under the FEFT Law, capital
transactions as defined by the FEFT Law including investment from and to Japan as well as trans-border
payments may be freely conducted except for certain extraordinary cases such as transaction with certain
countries or for certain business where permit or notification for review prior to the transaction is required.
Neither our Company nor our Shares fall under such exception. Nevertheless, a report after the
transaction is normally required for a capital transaction exceeding Yen 100 million (or Yen 1 billion for
some transactions) and for a trans-border payment exceeding Yen 30 million except in case of settlement
of international trade. Also, notification prior to the transaction is required for physical import and export of
cash or negotiable instruments exceeding Yen 1 million or of gold exceeding 1 kilogramme.
Singapore
There are currently no exchange controls in Singapore.
PRC
In 1994, the PRC reformed the foreign exchange system, combined the RMB exchange rates, adopted
the bank exchange settlement system and set up a unified inter-bank foreign exchange market.
Since 1 December 1996, the PRC has introduced a new system of foreign exchange control under which
RMB is convertible on current accounts, but strict administrative measures are still in place for capital
account. Foreign exchange is not allowed to circulate or to be used in lieu in the settlement of accounts
except in free trade zones. Any organisation or individual with international balance of payment (including
overseas-invested businesses, foreign financial institutions and the resident PRC offices of foreign legal
persons except for those of international organisations and foreign embassies or consulates) should
declare for statistical purposes their international balances and go through the foreign exchange
settlement and sales procedure when collecting foreign exchange in export and paying foreign exchange
in import. The control over the confirmation of foreign exchange payment to banks in Mainland China and
the control over export tax refund are closely linked.
GENERAL INFORMATION ON OUR GROUP
112


Material Measures
The State Administration of Foreign Exchange (“SAFE”) in the PRC achieves its targets mainly through a
foreign exchange registration system, account categorization system and annual survey system.

Foreign Exchange Registration 
A foreign investment enterprise should, within 30 days after obtaining the business license, apply
for going through the procedure of foreign exchange registration with its domiciled branch of SAFE.
After examining the documents submitted by the enterprises, SAFE shall issue a Foreign
Exchange Registration Certificate for Foreign Investment Enterprises (the “Registration
Certificate”) to the qualified applicant.
After the Registration Certificate is issued, in cases of changes made to name, address and
business scope, share transfers, capital increase, mergers and acquisitions etc., relevant
documents shall be submitted to SAFE for record. The enterprise should also apply for an
amendment of the Registration Certificate.

Foreign Exchange Accounts 
After acquiring the Registration Certificate, the foreign investment enterprise shall open foreign
exchange accounts with designated foreign exchange banks.

Foreign Exchange Annual Inspection 
SAFE shall make annual inspections on the Registration Certificate. Upon completion of the annual
inspection, the Registration Certificate will be valid for a term of one year.
Guidelines to foreign investment enterprises 

Control over foreign exchange receipts and expenditure under current account transactions
“Current account transactions” or 
refer to those components in the current account of
the balance of payments, such as goods, services and unilateral transfer.
All foreign exchange receipts of domestic entities for current account transactions shall be
repatriated and shall not be deposited abroad in violation of the relevant government regulations
without authorisation.
All foreign exchange receipts for current account transactions shall be sold to the designated
foreign exchange banks in accordance with the regulations issued by the State Council on the sale
and purchase of foreign exchange and making payments in foreign exchange, and such receipts
may also be upon approval, deposited in the foreign exchange account at the designated banks for
foreign exchange operations.
Purchase of foreign exchange for current account transactions shall be conducted with the
designated foreign exchange banks, in accordance with the regulations issued by the State Council
on the sale and purchase of foreign exchange and making payments in foreign exchange, upon the
presentation of valid documents and commercial bills.
The collection of export proceeds and the payments for imports in foreign exchange by domestic
entities shall be processed in accordance with the relevant government regulations governing the
verification procedures for export proceeds and import payments.

Control over foreign exchange receipts and expenditure under capital account transactions
“Capital account transactions” or 
refer to the increase and decrease of assets and
liabilities in the balance of payments as a result of the inflow and outflow of capital, including direct
investment, loans and portfolio investment etc.
GENERAL INFORMATION ON OUR GROUP
113


GENERAL INFORMATION ON OUR GROUP
114
Unless otherwise specified by the State Council, all foreign exchange receipts for capital account
transactions shall be repatriated.
All foreign exchange receipts for capital account transactions shall be placed in the foreign
exchange account at the designated foreign exchange banks in accordance with the relevant
government regulations; such receipts can also be sold to the designated foreign exchange banks
upon the approval by the exchange administration agencies.
The source of foreign exchange for overseas investment by domestic entities shall be reviewed by
the exchange administration agencies before the application for such investments is filed for
approval by the relevant government agencies. If approval is granted, remittance of funds shall then
take place in accordance with the regulations on overseas investment issued by the State Council.
External borrowing in loans by foreign investment enterprises shall be filed with the exchange
administration agencies for records.
PROPERTIES
Property interests owned by our Group
Uni-Asia Guangzhou acquired 14 office units with gross floor area of 1,304 sq m of the China Shine
Plaza, a commercial development in the Tianhe commercial district in Guangzhou. Going forward, we will
continue to look for investment opportunities in distressed properties and/or other properties in the PRC
and other parts of Asia. Please refer to the section entitled “General Information On Our Group –
Business Overview – Alternative Assets Investment” in this Prospectus for details on our investments.
Location
Held by
Gross Area
Use of Property
7/F, 9 Lin He Xi Road, Tianhe
Uni-Asia Guangzhou
1,304 sq m
Office 
District, Guangzhou
Property interests leased by our Group
We currently lease the following real properties:
Use of
Location
Tenure
Gross Area
Property
Annual Rental 
Lessor
Suite A, 26.F.,
3 years expiring
10,159
Office of
HK$3,413,424
Given  
Admiralty Centre,
31 October 2008
sq ft
Uni-Asia
Investments  
Tower I, 18 Harcourt 
Finance
Limited
Road, Admiralty, 
Corporation
Hong Kong
ARK Mori Building,
3 years expiring
46.8
Office of
Yen 7,200,888(1)
Mori Building 
West 24F, 1-12-32,
31 July 2009
sq m
Uni-Asia
Co., Ltd.
Akasaka, Minato-ku,
Finance 
Tokyo, Japan
Corporation 
107-6024
(Japan)
Apartment B, 5/F.,
2 years expiring
2,700
Director’s
HK$780,000
Grandchamp  
Twin Brook, No. 43
21 April 2009
sq ft
apartment
Enterprise  
Repulse Bay Road,
Limited 
Hong Kong
Apartment 5B,
2 years expiring
2,375
Director’s
HK$672,000
The Repulse 
Taggart Tower II,
30 April 2008
sq ft
apartment
Bay
The Repulse Bay, 
Company, 
109 Repulse Bay
Limited 
Road, Hong Kong


Use of
Location
Tenure
Gross Area
Property
Annual Rental 
Lessor
261 River Valley Road,
1 year expiring
3,142
Director’s
S$126,000
Chung Swee 
#16-17 Aspen Heights,
31 October 2007
sq ft
apartment
Kiat  
Singapore 238307
Flat F1, 5/F., Block F,
2 years expiring
1,988
Expatriate
HK$552,000
Profit Power  
Beverly Hill, No. 6
24 January 2009
sq ft
apartment
International  
Broadwood Road, 
Limited
Hong Kong
Flat A, 10/F, Tower 9,
2 years expiring
1,438
Expatriate
HK$642,000
Chang Tze-  
The Leighton Hill, 
11 October 2008
sq ft
apartment 
Kwan
2B Broadwood Road, 
Hong Kong 
Flat 04, 14/F,
2 years expiring
1,898
Expatriate
HK$504,000
Silver Nicety 
Sunning Court, 
9 February 2009
sq ft
apartment
Co Ltd 
8 Hoi Ping Road, 
Causeway Bay, 
Hong Kong
8 Shenton Way,
3 years expiring
236
Office of
S$165,303.84
MGP Raffle
#37-04, 
30 November 2009
sq m
Uni-Asia
Pte. Limited
Singapore
Capital
068811
(Singapore) 
Ltd 
180A Bencoolen
2 years expiring
86
Expatriate
S$25,200
Cheong Kee 
Street, #07-02,
31 August 2008
sq m
apartment 
Fong and
Singapore 189647
Lee Mun       
Teng
Room 2401,
1 year expiring
55
Office of
RMB33,000
Guangdong 
Guangdong Foreign
30 November 2007
sq m
Uni-Asia
Tea Import &
Economic & Trade
Guangzhou
Export Co., 
Building
Limited
351 Tianhe Road
Property
Guangzhou
Management
PRC
Sub-Company
Note:
(1)
For 2006 only, the landlord has granted a rebate of the rental for the first two months of the year, equivalent to a total of Yen
997,670.
PROSPECTS 
Shipping
Shipping is a global industry which is generally influenced by demand and supply dynamics such as the
demand for movements of cargos, the resultant tonne-mile demand of vessels as well as the supply of
vessels tonnage capacity. Fuel cost, which typically makes up a significant portion of the operating cost of
ships, is also a factor affecting the performance of the shipping industry.
Shipping comprises different shipping sectors servicing different industries, governed under different
regulations and each having its own supply and demand dynamics. The major types of ships include dry
bulk ships, container vessels, product tankers and crude tankers. Dry bulk ships carry dry commodities
such as ore, coal, grains, fertiliser, bauxite, soy beans, cement, potash and salt. Container vessels carry
metal boxes containing cargoes such as cars and equipment. Product tankers carry mainly refined oil
products such as gasoline, diesel and other non-refrigerated cargos such as edible oils and chemicals.
Crude tankers carry crude oil and petroleum.
GENERAL INFORMATION ON OUR GROUP
115


The dry bulk shipping trade is usually dependent on the demand for and price of commodities. Steel
production is a key driver of the dry bulk shipping trade through seabourne demand for coking coal and
iron ore. The container shipping trade is usually dependent on the global economic growth, trade growth,
industrial production and consumer consumption. The product and oil tanker industry is usually
dependent on global industrial production, refinery throughput, utilisation rate in refineries, global crude
oil inventory levels and the weather season.
We believe that the demand for maritime vessels will be driven largely by the continued growth in the
world economy and seaborne trade. Such demand will provide us with opportunities to leverage on our
track record and experience in structured finance and ship charter arrangements to establish new client
relationships and to offer our existing clients innovative and customised structured finance solutions as
well as ship charter arrangement services.
Structured finance focusing on the shipping industry is dominated mainly by financial institutions. We
believe that we are able to compete effectively with them by leveraging on our track record, our wide
network and our strong relationships with our business partners and customers, which include
established shipping banks and shipowners.
Whilst the shipping industry may be cyclical, we believe that our structured finance operations are not
significantly subject to such cycles as we believe that there continues to be opportunities for us to provide
structured financing solutions as ship renewal is an ongoing process. In a shipping down-cycle, we
generally observe the trend of older ships being scrapped and new ones being built given the lower cost
of new builds. In the shipping up-cycle, we generally observe that there will be an increase in demand for
ships as ship owners seek to increase their fleet to capitalise on the favourable freight rates. We believe
that there continues to be opportunities for us to provide structured finance solutions and ancillary ship
brokerage services at different stages of the shipping cycle. We further believe that the shipyards’ order
books in the coming years will continue to be sustained and thus present opportunities for us to provide
more structured finance solutions to shipowners and operators.
Alternative Assets Investment
The Alternative Assets investments class includes investments in ships, distressed assets and real
estate. Distressed assets typically include debt obligations such as junk bonds, corporate bonds,
commercial and industrial loans, credit card receivables and auto loans. Investors in distressed assets
purchase debt obligations of companies that are financially troubled and are struggling or are unable to
service their debt obligations and they earn a return through recovery of distressed debt, through
appreciation in the value of the distressed debt investment, or through leveraged buyouts.
Our investments in ships are usually made through equity interests in ship owning companies or through
Performance Notes held in ship investment funds. Our direct and indirect investments in the different
types of ships are made after careful consideration and due diligence and based on our Directors’ outlook
of the various shipping sectors. We believe that we can leverage on our expertise knowledge in the
shipping sector to tap on the opportunities to source for new ship investments and/or to buy or sell
maritime vessels.
Our investments in distressed assets are mainly made through NPLs and we are also seeking
opportunities in the distressed real estate market in Asia (excluding Japan). Such opportunities will be
dependent on factors such as the respective countries’ macroeconomic environment and policies,
performance in key industry sectors, access to capital and liquidity, competition and prevailing market
conditions. We believe that we will be able to leverage on our well-established network and familiarity with
the distressed asset markets in the region to identify and invest in suitable distressed assets.
GENERAL INFORMATION ON OUR GROUP
116


The performance of Alternative Assets investments are dependent on the unique characteristics of each
type of alternative asset and the country of origin of these assets. These investments are therefore
relatively opportunistic in nature. We believe that such non-mainstream opportunities are available in Asia
and we intend to seek new ship investments, real estate investments and distressed asset investments in
Asia. We also believe that our experience in Alternative Assets investments, our capabilities in deal-
making, due diligence, valuation, structuring and financing, together with our well-established network of
contacts in Asia will enable us to effectively identify and evaluate opportunities for cross-border
investments in these assets.
ORDER BOOK
Due to the nature of our business, we do not maintain an order book. Our revenue stream includes
revenue from fee income, investment returns, and other income. Based on our mandates secured as at
the Latest Practicable Date, we expect to recognise fee income including arrangement, agency and
charter brokerage fees and administration fees, of approximately US$10.5 million in FY2007. We will
continue to receive administration fees from the fleet of vessels held under the funds administered by us.
We also expect to receive fee income as well as investment returns in respect of new investment funds
including the Akebono Fund referred to in the section entitled “General Information on our Group –
Business Strategy and Future Plans” below.
BUSINESS STRATEGY AND FUTURE PLANS
We aim to be a leading Asia-based structured finance arrangement and Alternative Assets direct
investment firm. Our primary business strategy is to build on our existing strengths in structured finance
and Alternative Assets investments to provide one-stop and innovative financing solutions to our clients
as well as to explore and develop Alternative Assets investment opportunities by leveraging on our
expertise and relationships.
We intend to continue to look for new market opportunities by leveraging on our core capabilities within
our specialist fields. Globalisation and economic growth also offer us opportunities in terms of cross-
border financing and investments and allow us to build a wider presence and network within the region.
The principal elements of our strategy for growth and expansion of our business are described below.
Continue to focus and leverage on our integrated capabilities and well-established relationships
We intend to continue to focus on our specialist fields in structured finance arrangements and Alternative
Assets investments and to build on our well-established relationships with clients.
We aim to build on our well-established relationships with our structured finance clients by offering
customised products to meet their specific requirements. We are sensitive to our clients’ needs and we
believe that such client-driven product customisation strategy applied through our comprehensive range
of innovative financial products and services will strengthen our future growth.
We also intend to focus on investments in Alternative Assets through our various credit and risk
assessments, sound management, industry and geographical diversification as well as strong internal
processes and practices. While our associated company, Capital Advisers, will continue to play an integral
role in our property investment in Japan, we also plan to look for opportunities in property investment in
other parts of Asia.
Structured Finance: Expand and diversify our client portfolio and broaden our geographic
coverage within Asia
We have been growing our revenues since our establishment in 1997. We believe that a key factor to this
growth has been the introduction of new and innovative financial products to our clients. We are focused
on the acquisition of new clients as well as developing existing client relationships. We believe that there
are opportunities in the area of structured finance arrangement, particularly in the shipping sector. We
intend to concentrate on building new relationships with regional shipping companies by offering tax-
GENERAL INFORMATION ON OUR GROUP
117


driven leasing and bareboat and time charter opportunities tailor-made specifically to clients’
requirements and investment appetite. In such transactions, our Company will act as finance arranger
and will not participate as a lender. Through our role as finance arranger, we intend to secure up-front
fees via structured finance arrangements and to receive brokerage commission through the arrangements
of charter including bareboat and time charters.
Alternative Assets Investment: Expand and diversify our investment portfolio and broaden our
geographic coverage within Asia
We intend to continue to search for suitable Alternative Assets investments that will meet our stringent
criteria to expand and diversify our Alternative Assets investment portfolio. At the same time, we are
continuously working on recovering our NPL portfolio to maximise our returns on our investments. We
intend to leverage on our expertise and network in distressed asset investments in the Asian region to
further explore and develop investment opportunities in other parts of Asia such as the PRC and
Thailand. We will continue to identify investment opportunities and intend to utilise our capital to directly
invest in distressed assets and/or real estate assets in the PRC and other parts of Asia.
For example, we intend to invest directly into new sectors such as distressed real estate in Asia
(excluding Japan), hotels and residential and other commercial properties to make use of our synergy
and the capabilities of Capital Advisers and our Alternative Assets investment.
New ship investment funds
As part of our principal business to invest in shipping assets either directly or through specialised fund
vehicles, we directly invested in three container vessels in 2005.
We intend to continue to seek opportunities to invest in and/or launch new joint ventures in ship
investments. As such, we have on 17 April 2007 launched a new fund in Singapore, the Akebono Fund,
to take advantage of the Maritime Port Authority’s Maritime Finance Incentive Scheme. The Akebono
Fund, which will have an initial size of approximately US$300 million, has acquired a product tanker and a
bulk carrier and will invest in container vessels and another product tanker. Our committed investment
portion in this fund is US$15.0 million, which payment obligation will crystallise upon the acquisition of the
vessels by the fund. On 13 September 2006, our wholly-owned subsidiary, Uni-Asia Capital (Singapore)
Limited, was designated as an ASIM under the Singapore Income Tax Act by the MPA. At the same time,
the MPA also granted a designation of ASIE for the Akebono Fund.
Our ASIM designation is for an initial period of 10 years commencing on the subscription date of the
Akebono Fund by investors, subject to a review by MPA at the end of the fifth year. Pursuant to our ASIM
designation, we are eligible for a concessionary tax rate of 10% for income derived from managing an
ASIE, such as the Akebono Fund.
The ASIE designation for the Akebono Fund is for an initial period of up to 10 years commencing from
the date of its establishment, subject to a review by MPA at the end of the fifth year. Pursuant to its ASIE
designation, the Akebono Fund is eligible for tax exemption on income derived from the chartering or
finance leasing of (a) any sea-going ship to (i) a person who is neither resident in nor a permanent
establishment in Singapore; (ii) an approved international shipping enterprise; or (b) any sea-going
Singapore ship to persons described in (a)(i) and (a)(ii) above or a shipping enterprise within the meaning
of Section 13A of the SITA. The tax exemption will be valid for the life of vessels acquired by ASIE during
the incentive period of up to 10 years. For instance, if an ASIE acquires a vessel during the 10-year
incentive period, charters it for 20 years and disposes of it thereafter, lease income on the charter will
enjoy tax exemption for the entire 20 years. The qualifying income of the Akebono Fund shall also
include hedging gains derived in connection with the management of its portfolio of vessels, and share of
profits or dividends remittances from shipholding special purpose vehicles owned by the Akebono Fund
that are declared out of qualifying activities.
In addition to the launch of the Akebono Fund and our investment in Rich Containership, we also intend
to directly invest in one additional container vessel, due for delivery in 2008.
Please refer to the section entitled “Use of Proceeds” in this Prospectus for further details.
GENERAL INFORMATION ON OUR GROUP
118


ORGANISATION STRUCTURE
The following chart shows our management reporting structure as at the Latest Practicable Date.
 
Structured Finance 
Division 
Executive Director & 
Head of Structured 
Finance Division
 
Michio Tanamoto
 
Asset Finance 
Department (AFD)
 
Head of AFD (EVP)
 
Masaki Fukumori
 
Struc
 tured Finance 
Department (SFD)
 
Head of SFD (SVP)
 
Kenji Fukuyado
 
Distressed Assets/ 
Properties Investment
 
 Department (DAID)  
Head of DAID (EVP)
 
Masahiro Iwabuchi
 
Finance Department
 
Head of Finance 
(SVP)
 
Clementine Man
Ting Ng
 
CEO
 
Kazuhiko Yoshida
 
Board of Directors
 
Management Committee 
 
 
Motokuni Yamashiro
 
Kazuhiko Yoshida
 
Michio Tanamoto
 
Agency & Documentation 
Department (ADD)
 
Head of ADD (EVP)
 
Thomas Cheung Fook-Loi
 
MANAGEMENT REPORTING STRUCTURE
119


DIRECTORS 
Our Company has nine directors, including our three Independent Directors. The Management Committee
consists of three Directors, namely Mr. Yamashiro, Mr. Yoshida and Mr. Tanamoto.
The following table provides information regarding our Directors as at the date of this Prospectus.
Country of
Principal
Name
Age
Address
Principal Occupation
Residence
Executive Directors
Motokuni Yamashiro
65
Flat B, 5/F., Twin Brook,
Chairman of the
Hong Kong 
No. 43 Repulse Bay Road,
Company  
Hong Kong
Kazuhiko Yoshida
55
Apartment 5B,
Chief Executive Officer
Hong Kong 
Taggart Tower II,
of the Company  
The Repulse Bay, 
109 Repulse Bay Road, 
Hong Kong
Michio Tanamoto
50
261 River Valley Road,
Chief Operating Officer
Singapore 
#16-17 Aspen Heights,
of the Company 
Singapore 238307
Non-Executive Directors
Hamilton Jian Ren Chueh
58
9Fl., 59 Sec. 1 Ho-ping
President, Evergreen
Taiwan 
East Rd, Taipei, Taiwan
International Corp.
Jörg Wilhelm Schelp
52
Frahmredder 102A, 22393,
Senior Vice President,
Germany 
Hamburg Germany
HSH Nordbank AG
Robert Van Jin Nien
59
13D, Dragon Garden,
Executive Director,
Hong Kong 
No. 1 Chun Fai Terrace,
Hopewell Holdings Limited 
Tai Hang Road, Hong Kong
Independent Directors
V-Nee Yeh
48
24/F., Hong Villa, No. 12,
Chairman, Argyle Street
Hong Kong 
Bowen Road, Hong Kong
Management Limited
Ang Miah Khiang
53
17A Brighton Avenue,
Executive Director,
Singapore 
Singapore 559252
DP Information Network 
Pte Ltd
Ronnie Teo Heng Hock
58
19 Lentor Plain,
Managing Director,
Singapore 
Singapore 786521
Financial Re-engineering 
Pte. Ltd.
Our Directors’ working and business experience are set out below:
Executive Directors 
Mr. Motokuni Yamashiro is the Chairman, Director and one of the founders who established our
Company in 1997. Mr. Yamashiro is responsible for business development and the overall planning of our
Group. He was with The Hokkaido Takushoku Bank since 1967 and was the chairman of Takugin
International (Asia) Limited, the offshore merchant banking arm of The Hokkaido Takushoku Bank
between 1992 and 1997. Takugin International (Asia) Limited provided structured finance solutions for the
aviation and shipping industries, provided project financing for construction of properties, including hotels
and buildings and also provided corporate financing to Chinese financial institutions and other
corporations. He has over 40 years of experience in banking. Since 1993, Mr. Yamashiro has been a
DIRECTORS, MANAGEMENT AND STAFF
120


member of the China Committee of the Japanese Ministry of Finance, and in 1995, he was awarded the
Shenzhen Honorary Citizenship by the Shenzhen Municipal Government. Between 2002 and 2006, Mr.
Yamashiro was an executive director in Capital Advisers. Mr. Yamashiro graduated with a bachelor’s
degree in law from Keio University of Japan in 1967. In addition to Japanese, he speaks fluent Mandarin
and Cantonese.
Mr. Kazuhiko Yoshida is the Chief Executive Officer, Director and one of the founders who established
our Company in 1997. Mr. Yoshida is responsible for business development and the overall management
of our Group. He has over 27 years of experience in banking and credit analysis, specialising in
structured finance of maritime vessels and aircraft. Between 1986 and 1992, he was a senior manager in
Sumitomo Trust and Banking Co., Ltd. following which, he was a director/deputy general manager of
Takugin International (Asia) Limited, the offshore merchant banking arm of The Hokkaido Takushoku
Bank, from 1992 to 1997. Takugin International (Asia) Limited provided structured finance solutions for the
aviation and shipping industries, provided project financing for construction of properties, including hotels
and buildings and also provided corporate financing to Chinese financial institutions and other
corporations. Mr. Yoshida is also currently a director of Capital Advisers. Mr. Yoshida obtained a bachelor’s
degree in engineering from Hokkaido University in Japan in 1976.
Mr. Michio Tanamoto is the Chief Operating Officer, Director, and one of the founders who established
our Company in 1997. Mr. Tanamoto is responsible for the marketing of our Group’s structured finance
and ship investment businesses. He has over 26 years of experience in banking based in Japan, Hong
Kong and Singapore. In 1980, Mr. Tanamoto joined The Hokkaido Takushoku Bank and was the senior
manager of Takugin International (Asia) Limited, the offshore merchant banking arm of The Hokkaido
Takushoku Bank between 1988 and 1993. Takugin International (Asia) Limited provided structured
finance solutions for the aviation and shipping industries, provided project financing for construction of
properties, including hotels and buildings and also provided corporate financing to Chinese financial
institutions and other corporations. Following which, Mr. Tanamoto was the deputy general manager of the
Singapore Branch of The Hokkaido Takushoku Bank from 1995 to 1997. Mr. Tanamoto is also currently a
director of Capital Advisers. He obtained a bachelor’s degree in law from Hitotsubashi University of Japan
in 1980.
Non-Executive Directors
Mr. Hamilton Jian Ren Chueh was appointed as a Non-Executive Director of the Company in March
2005. Mr. Chueh has over 33 years of experience in shipping and air transportation. In 1974, he began
his career with the Evergreen Group, where he was a manager in Evergreen Marine Corp. (Taiwan) Ltd,
which was listed on the main board of the Taiwan Stock Exchange in 1987. He joined Evergreen
International Corp as an executive officer in 1982, where he was their president between 2004 and 2006,
and the Vice Chairman since January 2007. Mr. Chueh is also currently an executive director at
Evergreen Reinsurance Company and Greencompass Marine S.A. Mr. Chueh holds an executive
master’s degree in business administration in shipping and transportation management from the National
Taiwan Ocean University.
Mr. Jörg Wilhelm Schelp was appointed as a Non-Executive Director of the Company in January 2005.
Mr. Schelp has extensive experience in ship finance. In 1986, he joined HSH Nordbank AG and is
currently a senior vice-president in the shipping department. Mr. Schelp was responsible for managing the
bank’s shipping client relationships in Asia until recently, when he took over such client relationships in
the Middle East and Europe. Mr. Schelp received a law degree at the University of Bielefeld and was
admitted to the German Bar Association in 1983.
Mr. Robert Van Jin Nien was appointed as a Non-Executive Director of the Company in June 2006. Mr.
Nien has extensive experience in property and infrastructure projects in Hong Kong and the PRC Pearl
River Delta area. Between 1972 and 1976, he was a manager at Citibank, N.A., following which he joined
and, since 1980, has been an executive director of Hopewell Holdings Limited, which is listed on the main
board of the Stock Exchange of Hong Kong Limited. Mr. Nien holds a bachelor’s degree in economics
from the University of Pennsylvania and a master’s degree in business administration from the Wharton
Graduate School of Business.
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121


Independent Directors 
Mr. V-Nee Yeh was appointed as an Independent Director in April 2005. Mr. Yeh is a co-founder of Value
Partners Limited and the chairman of Argyle Street Management Limited. He was a council member of
the Hong Kong Stock Exchange until its merger into the Hong Kong Exchanges and Clearing Limited and
was a member of the Hong Kong Stock Exchange’s Listing Committee until May 2006. He was also a
member of the Listing Committee of the China Securities Regulatory Commission from 1993 to 2003. Mr.
Yeh sits on the Takeovers & Mergers Panel and the Takeovers Appeals Committee of SFC. He is also a
director of Arnhold Holdings Limited, Kingway Brewery Holdings Limited and Next Media Limited, which
are listed companies in Hong Kong. Mr. Yeh worked with the Lazard Houses (New York, Hong Kong and
London) in corporate finance, capital markets and risk arbitrage from 1984 onwards, until his resignation
from Lazard Brothers Capital Markets as a partner in 1990. He graduated at the School of Law at
Columbia University and was admitted a member of the California Bar Association in 1984.
Notwithstanding such directorships, our Board of Directors believe that Mr. Yeh is able to devote sufficient
time to the affairs of our Company. In this regard, our Board has discussed with Mr. Yeh on the frequency
of the meetings of the Board of Directors, as well as the meetings of the Board Committees of which he
is a member. Mr. Yeh is fully aware of the commitment required of him in his role as our Independent
Director, including his duties as the Chairman of our Remuneration Committee. Since Mr. Yeh’s
appointment as our Independent Director in April 2005, our Board has noted his efficiency in responding
to our requests and enquiries. Our Board has also noted the high level of commitment demonstrated by
him attending most of our Board meetings and/or participating in conference calls and contributing to
discussions with helpful and practical perspectives. In addition, our Board values the contribution of
financial expertise and corporate experience from Mr. Yeh, which would complement the background of
the other members of the Board. For the reasons set out above, our Board is of the view that Mr. Yeh will
be able to commit sufficient time and attention to the matters of our Company. Our Board also believes
that Mr. Yeh will be able to fulfil his responsibilities to our Company and discharge his duties to our
Company as an Independent Director of our Company.
Mr. Ang Miah Khiang was appointed as our Independent Director on 26 June 2007. Mr. Ang is currently
the executive director of DP Information Network Pte Ltd (“DP”), a credit and business information
bureau, and is responsible for corporate and strategic development. Prior to joining DP
, Mr. Ang was the
managing director of GE Commercial Financing (Singapore) Ltd. He is also independent director of
several listed companies in Singapore. Mr. Ang holds a bachelor of accountancy degree from the then-
University of Singapore and is a Certified Public Accountant.
Mr. Ronnie Teo Heng Hock was appointed as our Independent Director on 26 June 2007. Mr. Teo is
currently the managing director of Financial Reengineering Pte. Ltd., a management consulting firm
specialising in providing investment and treasury advisory services and project financing. Mr. Teo was
previously the managing director of DBS Asset Management Ltd and the general manager of DBS
Finance Limited. Mr. Teo holds a bachelor of social sciences (Honours) degree in economics from the
then-University of Singapore.
Save that Mr. Hamilton Jian Ren Chueh, Mr. Jörg Wilhelm Schelp and Mr. Robert Van Jin Nien are
executive officers or directors of Evergreen International S.A., HSH Nordbank and Hopewell Holdings
Limited respectively, which are our Substantial Shareholders, none of our Directors and Executive
Officers are related to each other or our Substantial Shareholders.
DIRECTORS, MANAGEMENT AND STAFF
122


EXECUTIVE OFFICERS 
Our Company has five Executive Officers. The following table provides information regarding our
Executive Officers as at the date of this Prospectus.
Country of
Principal
Name
Age
Address
Principal Occupation
Residence
Masaki Fukumori
45
Flat A, 10/F., Tower 9, 
Executive Vice President,
Hong Kong
The Leighton Hill,
Head of Asset Finance 
2B Broadwood Road,
Department 
Hong Kong
Masahiro Iwabuchi
44
Rm. 1, 5/F., Block F,
Executive Vice President,
Hong Kong 
Beverly Hill, No. 6
Head of Distressed Asset/ 
Broadwood Road,
Properties Investment 
Hong Kong
Department  
Kenji Fukuyado
43
Flat 1404 Sunning Court,
Senior Vice President,
Hong Kong 
8 Hoi Ping Road,
Head of Structured 
Causeway Bay, Hong Kong
Finance Department
Clementine Man Ting Ng
36
Unit 1633, Tower 4,
Senior Vice President,
Hong Kong 
Hong Kong Parkview,
Head of Finance 
88 Tai Tam Reservoir Road,
Hong Kong
Thomas Cheung Fook-Loi
51
12A Monmouth Place,
Executive Vice President,
Hong Kong
9L Kennedy Road,
Head of Agency and 
Wanchai, Hong Kong
Documentation Department
Our Executive Officers’ working and business experience are set out below:
Mr. Masaki Fukumori joined our Group in August 1997 and acted as Head of our Structured Finance
Division until he initiated the Asset Finance Department in 2002. He is the executive vice president
responsible for our Asset Finance Department and information technology. He has extensive experience
in marketing and syndication in the banking industry specialising in the shipping and aviation sectors
spanning over 20 years. Between 1985 and 1993, he was a marketing manager at Hokkaido Takushoku
Bank. After which, he was a senior marketing manager at Takugin International (Asia) Ltd. from 1993 to
1997. He is also currently a director of Akebono Capital Limited, Searex, Kabushikikaisha Tenshodo,
Harmonic Shipping S.A., Fortitude Containership S.A., Union Containership S.A., Falcon Containership
S.A. and Sunrise Shipping S.A. Mr. Fukumori holds a bachelor’s degree in business administration from
Yokohama National University obtained in 1985.
Mr. Masahiro Iwabuchi was appointed as the executive vice-president responsible for the distressed
asset/properties investment department in April 1998. He has extensive experience in the banking
industry throughout Asia including Japan, Indonesia, Singapore, Hong Kong and the PRC, having spent
some 13 years with The Hokkaido Takushoku Bank. He is also currently a director of AAA. Mr. Iwabuchi
graduated with a bachelor’s degree in economics from Hirosaki University of Japan in 1985. In addition to
Japanese, Mr. Iwabuchi speaks fluent Mandarin.
Mr. Kenji Fukuyado was appointed as the senior vice-president responsible for the structured finance
department in January 2006. Prior to joining us, Mr. Fukuyado worked in the banking and finance industry
in Hong Kong and Japan and was a manager at The Hokkaido Takushoku Bank between 1987 and 1998.
He joined our Group in 2001 and was the Vice President of Uni-Asia Finance Corp (Japan) from April
2001 to May 2003 and the managing director from May 2003 to December 2005. Mr. Fukuyado graduated
with a bachelor’s degree in law from Waseda University in 1987.
DIRECTORS, MANAGEMENT AND STAFF
123


DIRECTORS, MANAGEMENT AND STAFF
124
Ms. Clementine Man Ting Ng joined our Company in February 2004 and is the senior vice-president
responsible for the finance department. She has over 14 years’ experience in the financial industry,
including fund management, private equity and equity research. Ms. Ng started her career in Hong Kong
as a manager with the hedge fund group Gaiacorp in 1992 and took on various responsibilities in the
finance industry prior to joining us in February 2004, including an investment analyst at Amsteel Finance
Corporation, an investment associate with the direct investment arm of AIG Investment Corporation, and
a director at Kaizen Property Management Limited. Ms. Ng graduated with a bachelor’s degree in
commerce from the University of British Columbia, Canada and holds a master’s of business
administration degree from the Judge Business School, University of Cambridge, UK.
Mr. Thomas Cheung Fook-Loi joined our Company in May 1997 and is the executive vice-president
responsible for our Group’s agency and documentation department. Mr. Cheung has over 20 years of
experience in credit and documentation work at European and Japanese banks. He started his banking
career at Barclays Bank in 1977 and joined the then Banque Paribas as an assistant manager in 1986.
Prior to joining us, Mr. Cheung was an assistant general manager at Takugin International (Asia) Ltd
between 1987 and 1997.
Save as disclosed in the section entitled “Directors”, there is no arrangement, or understanding with a
Substantial Shareholder, customer or supplier of our Company or any other person, pursuant to which
any of our Directors or Executive Officers was selected as a Director or Executive Officer of our
Company.
MANAGEMENT COMMITTEE 
The Management Committee has the responsibility to maintain oversight of our Group’s business as a
whole. Its authority includes each division’s business targets, budgets, new clients/transactions and
human resources related policies.
The Management Committee oversees and monitors the activities of the Structured Finance, Distressed
Assets Investment and Ship Investment departments and meets regularly once each month or when
needed. Members of the Management Committee include Mr. Yamashiro, Mr. Yoshida and Mr. Tanamoto.
Mr. Yoshida is the Chairman of the Management Committee and is responsible for the Distressed
Assets/Properties Investment Department and Mr. Tanamoto is responsible for the Structured Finance
and Asset Finance (Ship Investment) Departments. Each Executive Director is responsible for the
execution of the relevant department’s budget, strategy and internal organisation, such as headcount
remuneration, staff reporting lines, business targets and departmental procedures.
The Management Committee has the authority to approve transactions with a net value of up to 10% of
our Group’s net worth at the last audited balance sheet date, except for loans to or investment in Capital
Advisers, where the authority to approve relates to transactions of up to a total value of US$12 million.
Any transaction exceeding the Management Committee’s authority of approval would be subject to Board
approval.
Proposed finance arrangement transactions are screened by the Management Committee, based on
factors such as potential return, risks, market conditions and testing the assumptions which underlie the
proposed transaction. Approval is granted to deals that have a reasonable likelihood of success and meet
our Group’s risk/return criteria.


Internal Investment Approval Process
Each department is expected to seek internal approval before making an investment. Proposed
investments need to go through a three-stage approval process depicted in the chart above.
In the first stage a report would need to be prepared for approval and review by the Review Committee
comprising the Management Committee and various department heads. The Chairman of the Review
Committee and Management Committee will give approval or authorisation for the project team to
proceed with the next stage of application. In the second stage, a detailed report and analysis would be
prepared to be reviewed and approved by the Review Committee. Should the project meet our Group’s
investment criteria, the Chairman will recommend the investment for final approval. In the final stage, a
detailed final report is submitted to Management Committee for their final approval. The Management
Committee will give the final approval for any investment project.
Transactions are monitored on a continuous basis. A key person from the project team will be designated
to monitor each investment. The Management Committee maintains oversight through direct contact with
executives, a monthly status report from each department of its activities and latest results and a monthly
and six-monthly budget from each department.
Risk management policy
Our Group’s principal risks are market risk, credit risk and foreign exchange risk. The following sets out a
description of our Group’s risk management policy:
(i) 
Market risk and credit risk
Our Group seeks to minimise these risks by performing detailed reviews of loan counterparties or asset
issuers prior to purchase approval, and by either selling on participated loans to other parties or entering
into offsetting loans payable when Directors wish to preserve our Group’s liquidity. Our Group seeks to
minimise adverse movements in market price of financial instruments by extensive due diligence
procedures to ensure acquisition at prices below their perceived fair value.
Head of project 
team sounds out 
investment idea to 
Uni-Asia
Concept Paper
Appraisal Paper
Final 
Investment 
Report
Stage 1 
Stage 2
Stage 3
Review 
Committee
Concept Paper (CP) to be issued as quickly as possible
Addressees of review committee have up to 5 days to comment on CP
The Chairman of review committee will give authorization to project  
team within 7 days from receipt of CP
The project team will provide bi-weekly status report on investment idea 
to review committee
Project team will begin to prepare Appraisal Report (AP) following 
authorization from Chairman of review committee
Review 
Committee
AP to be issued after thorough due diligence by project team and
sent to addressees
Review committee to review AP and submit written comments 
within 7 days or as promptly as possible
The Chairman will give authorization to the project team to submit 
project to Management Committee within 10 days. If approved, go 
to stage 3
Project team will begin to prepare Final Investment Report  following 
authorization from Chairman of review committee
Final Investment Report to be issued and sent to Management 
Committee
Management
 
Committee
Members of Management Committee have not less than 7 days 
before a decision is due
Meetings must be held in person. In the event member is absent, 
he/she will forfeit his/her right to vote and attending members will 
make decision based on unanimous vote
An official action sheet will be filled out 
Monitoring
If CP approved, go 
to stage 2
If AP approved, go 
to stage 3
DIRECTORS, MANAGEMENT AND STAFF
125


DIRECTORS, MANAGEMENT AND STAFF
126
(ii) 
Foreign exchange and interest rate risk
Our Directors review the currency exposures and enter into foreign currency forward contracts when
considered necessary to hedge against adverse currency movements. Our Group uses the following
derivative instruments for both hedging purposes: Forward rate agreements are individually negotiated
interest rate futures that call for a cash settlement at a future date for the difference between a contracted
rate of interest and the current market rate, based on a notional principal amount.
Currency and interest rate swaps are commitments to exchange one set of cashflows for another. Swaps
result in an economic exchange of currencies or interest rates (for example, fixed rate for floating rate) or
a combination of all these (i.e. cross-currency interest rate swaps). No exchange of principal takes place,
except for certain currency swaps. Our Group’s credit risk represents the potential cost to replace the
swap contracts if counterparties fail to perform their obligation. This risk is monitored on an ongoing basis
with reference to the current fair value, a proportion of the notional amount of the contracts and the
liquidity of the market. To control the level of credit risk taken, our Group assesses counterparties using
the same techniques as for its lending activities.
(iii)
Liquidity risk
Our Group will maintain sufficient cash and marketable securities, the availability of funding through an
adequate amount of committed credit facilities and the ability to close out market positions.
Our risk management policy with respect to market and credit risks in loans, ship investments and other
matters related to the shipping industry, is administered by our relevant/respective departments, who
report to the Management Committee on a monthly basis. In this regard, our asset finance department
will be responsible for market and credit risks in loans and ship investments, and our structured finance
department will be responsible to monitor the credit worthiness of our shipping clients for finance
arrangement. Our risk management policy with respect to foreign exchange, interest rate and liquidity
risks, is administered by our overall finance department, who reports to the Management Committee on a
monthly basis. Our risk management policy with respect to our direct investments in distressed assets
and property is administered by our distressed assets/investment department, who is responsible to
monitor, among other things, the risks and issues relating to our distressed assets investments and the
economic and market conditions of the property market in the areas in which we have invested in or are
considering to invest in. The distressed assets/investment department reports to the Management
Committee on a monthly basis.
EMPLOYEES
As at the Latest Practicable Date, we employed a total of 32 full-time employees and we do not have any
part-time employees.
We set out below the total number of our employees and the various departments in which they serve
and their geographical distribution as at the end of each of FY2004, FY2005 and FY2006.
Department
FY2004
FY2005
FY2006
Structured finance, asset finance, and ship investment
7
9
11  
and management
Distressed assets investment and management
4
4
4
Agency and documentation
3
3
3
Finance and Accounting
3
3
4
Executive Directors
3
3
3
General affairs/others
5
5
6
Total
25
27
31


DIRECTORS, MANAGEMENT AND STAFF
127
Country
FY2004
FY2005
FY2006
Hong Kong
20
21
24
Singapore
2
3
4
Japan
3
3
3
Total
25
27
31
Our relationship with staff
We believe that our staff is one of our most valuable assets which has contributed to the success of our
Group. Since we came into existence, we have not experienced any significant turnover of staff nor any
disruption to our business operations due to labour disputes.
Benefits
Hong Kong
We provide mandatory provident fund schemes for our staff in Hong Kong (“MPF schemes”), medical
insurance schemes, housing allowance scheme and certain allowances for our staff.
Under the MPF schemes, we are required to contribute 5% of the staff’s monthly relevant income subject
to a maximum contribution of HK$1,000. Such contribution is not required for staff with a monthly relevant
income of less than HK$4,000. In addition to the mandatory contributions, we make a voluntary
contribution to top up the total contributions to a maximum of 10% of our staff’s monthly relevant income
to the MPF scheme, depending on seniority of our staff.
Our staff in Hong Kong are required to contribute 5% of their monthly relevant income or HK$1,000 to the
scheme, whichever is lower and they may make additional voluntary contributions to the MPF scheme in
any amount.
For staff joining before 1 July 1997, contributions from us and the staff are 100% vested in the staff as
soon as they are paid to the MPF schemes but all benefits derived from the mandatory contributions
must be preserved until the staff reach the retirement age of 65 (subject to exceptions such as early
retirement between the ages of 60 to 64, death, total incapacity and permanent departure from Hong
Kong). For staff joining after 1 July 1997, the employer’s contribution under the MPF scheme will be
vested in the staff according to a vesting schedule. Our contributions to the MPF schemes can be used to
offset any long service payments or severance payments payable and it is deductible against profits tax.
Singapore 
Under the CPF scheme, we and our staff in Singapore have to contribute a total amount equal to 33% of
the total ordinary wages of local staff (below the age of 50) to the CPF scheme, subject to a maximum
level of monthly relevant income of S$4,500 for the current year. Ordinary wage refers to monthly salary,
overtime, monthly allowances etc.
CPF deduction is also applicable on the bonus portion of staff’s income, known as the Additional wage.
The Additional wage subject to CPF deduction is the difference between S$76,500 and the total ordinary
wages subject to CPF contributions for the current year. This total amount (i.e. S$76,500) is currently
pegged at a level equivalent to 17 times the maximum level of monthly income which is subject to CPF
deduction.
Both the employer and its foreign employees are not required to contribute to the CPF scheme in respect
of a foreign staff hired on an employment pass, work permit or professional visit pass.
The employer and its foreign employees are required to contribute to the CPF scheme in respect of
foreign employees who are Singapore permanent residents. The mandatory CPF contribution in respect
of Singapore permanent residents are at reduced rates of 9% in the first year following the time
permanent resident status is granted to the foreign staff (4% from the employer and 5% from the


employee), 24% in the second year (9% from the employer and 15% from the employee), and thereafter
at the full rate. The employer and employee may however, jointly apply to the CPF for either the employer
or both the employer and employee to contribute to the CPF scheme at the full rate prescribed for
Singapore citizens. Such application, once approved, is irrevocable, unless the contract of employment is
terminated. The levels of contribution to the CPF by us and the aforementioned employees and our Group
all assume that the employee’s salary is above S$750. Reduced contributions are applicable for salaries
below this amount.
The maximum level of monthly income subject to CPF deductions for 2006 is S$4,500.
For staff below the age of 50, the total CPF contribution rate of 33% for year 2006 is made up of 20%
from the staff and 13% from our Group.
For staff between the age of 50 to 55, the current total CPF contribution rate is 27% (18% from staff and
9% from our Group) in 2006.
Contributions from us and the staff are 100% vested in the staff as soon as they are paid into the CPF
schemes but all benefits derived from the mandatory contributions will be retained in each respective
staff’s account (subject to deduction for any amount that has been utilised under the approved withdrawal
scheme for purchase of housing accommodation, etc.) until the staff reaches the retirement age of 62 or
earlier.
Contributions paid by the staff and us (i.e. 20% and 13%) are expenses deductible against staff income
for personal income tax and profits for company corporate tax.
Japan 
We provide our employees with the health, pension insurance, workmen’s accident compensation and
unemployment insurance schemes.
Employees who are permanent staff are covered by a health insurance scheme. We and our employees
share equally in the cost of the premium. The cost of the premium is paid monthly and the general
premium rate was 8.2% of the respective salaries for each employee of the age of 40 or less and 9.45%
for employees of over 40 years in age. Under the scheme, 70% of medical costs is covered including
high-cost medical benefits, transportation expenses, disability benefits, lump-sum allowance for childcare
and nursing, maternity allowance and funeral expenses.
Ordinary employees participate in the employees’ pension plan. Both the employer and the employee
bear the insurance premium payment equally. We deduct the insurance premium from the employee’s
monthly salary. The premium rate was 13.934%.
The workmen’s Accident Compensation Insurance covers the expenses to compensate an employee for
injuries or diseases sustained or incurred during work or commuting to work. The insurance premium is
paid by us. The premium was 0.5%. Benefits from this insurance cover includes the expenses of medical
treatment, absence from work for four days or more, compensation for any irrecoverable physical
functional impediment or disability, compensation for the bereaved family in the case of an employee
passing away and funeral costs of an employee who has passed away.
Unemployment Insurance provides benefits to employees if they are made redundant. The premium is
shared between us and our employee 1.05% and 0.7% respectively. The insurance premium is deducted
from the employee’s monthly salary. This insurance provides benefits to job-seeking people who left
usand have the will and the ability to work. To receive such benefits, the job-seeking person must have
worked for the same employer as an insured employee for six months or longer and that person must
have worked for at least 14 days or longer during the past one year period prior to the date of
unemployment.
DIRECTORS, MANAGEMENT AND STAFF
128


PRC
Under PRC laws and regulations, a PRC-incorporated company must contribute to social welfare plans
(including retirement insurance, unemployment insurance, medical insurance, and workmen’s accident
compensation insurance) for each of its employees.
As at the Latest Practicable Date, we do not have any direct employees in the PRC and therefore do not
contribute to the social welfare plans under PRC laws and regulations. In the event that we have any
employees in the PRC in the future, we will comply with such PRC laws and regulations as may be
necessary.
REMUNERATION
The compensation paid to our Directors and Executive Officers for services rendered to us and our
subsidiaries on an aggregate basis and in remuneration bands during the last two most recent completed
financial years and the current financial year (estimate) is as follows:-
Actual
Estimated
FY2005
FY2006
FY2007
Directors
Executive Directors
Motokuni Yamashiro
F
F
F
Kazuhiko Yoshida
E
F
F
Michio Tanamoto
E
E
E
Non-Executive Directors
Hamilton Jian Ren Chueh
X
X
X
Jörg Wilhem Schelp
X
X
X
Robert Van Jin Nien
–
X
X
Actual
Estimated
FY2005
FY2006
FY2007
Directors
Independent Non-Executive Directors
V-Nee Yeh
A
A
A
Ang Miah Khiang
–
–
A
Ronnie Teo Heng Hock
–
–
A
Executive Officers
Masaki Fukumori
E
E
E
Masahiro Iwabuchi
B
B
B
Kenji Fukuyado
C
B
B
Clementine Man Ting Ng
A
B
B
Thomas Cheung Fook-Loi
B
B
B
Notes:
Band A: Compensation from S$1 to S$250,000 per annum.
Band B: Compensation from S$250,001 to S$500,000 per annum.
Band C: Compensation from S$500,001 to S$750,000 per annum.
Band D: Compensation from S$750,001 to S$1,000,000 per annum.
Band E: Compensation from S$1,000,001 to S$1,250,000 per annum.
Band F: Compensation from S$1,250,001 to S$1,500,000 per annum.
Band X: No compensation was paid for the relevant period.
No amounts have been set aside or accrued by our Group to provide for pension, retirement or similar
benefits for our Directors and Executive Officers.
DIRECTORS, MANAGEMENT AND STAFF
129


SERVICE AGREEMENTS
Particulars of Directors’ service contracts 
Executive Directors
Mr. Motokuni Yamashiro has entered into a service agreement with our Company pursuant to which he
has agreed to act as an Executive Director for an initial term of one year with effect from 7 August 2007.
Each of  Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto has entered into a service agreement with our
Company pursuant to which each has agreed to act as an Executive Director for an initial term of three
years with effect from 7 August 2007. The term of service shall be renewed and extended automatically
on the expiry of such initial term for an indefinite term, unless and until either party has given at least six
months’ written notice of termination or unless the employment is summarily terminated upon any breach
by the employee.
Separately from the above, Mr. Motokuni Yamashiro, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto have
each given an undertaking to our Company as follows:

Mr. Yamashiro has undertaken that he will not resign as an Executive Director of our Company and
he will not exercise any right to terminate any service agreement that he may enter into with our
Company within the period of one year commencing from the date of listing of our Company on the
SGX-ST, and after such one-year period, within a period of one year commencing from the date of
resignation of any other Executive Director, save that the foregoing undertaking shall terminate in
the event that a take-over offer has been made in accordance with the Singapore Code on Take-
overs and Mergers or any other applicable law or regulation (including Cayman Islands law) by a
person (whether individually or together with parties acting in concert with him) and subsequent to
such take-over offer, more than 50% of the issued share capital of our Company is acquired or
otherwise controlled by that person (whether individually or together with parties acting in concert
with him); and

each of Mr. Yoshida and Mr. Tanamoto has undertaken that he will not resign as an Executive
Director of our Company and he will not exercise any right to terminate any service agreement that
he may enter into with our Company within the period of three years commencing from the date of
listing of our Company on the SGX-ST, and after such three-year period, within a period of one
year commencing from the date of resignation of any other Executive Director, save that the
foregoing undertaking shall terminate in the event that a take-over offer has been made in
accordance with the Singapore Code on Take-overs and Mergers or any other applicable law or
regulation (including Cayman Islands law) by a person (whether individually or together with parties
acting in concert with him) and subsequent to such take-over offer, more than 50% of the issued
share capital of our Company is acquired or otherwise controlled by that person (whether
individually or together with parties acting in concert with him).
Each of these Executive Directors is entitled to the respective basic salary and housing allowance set out
below (after the first year of appointment, annual reviews of the housing allowance shall be made and
decided at the discretion of our Directors payable monthly in arrears). In addition, each of the Executive
Directors is also entitled to a discretionary performance bonus to be determined in the following manner:
Consolidated Profit Before Tax (“CPBT”)
Performance Bonus, as a percentage of CPBT
Less than US$8.0 million
–
US$8.0 million or more but not more than 
7.50%
US$12.0 million
More than US$12.0 million
The aggregate of (i) 7.50% of the first US$12.0 million 
and (ii) 10.0% of the remaining amount of CPBT
Consolidated Profit Before Tax means, in respect of a financial year of our Company, the audited
consolidated profit before tax of our Company, our subsidiaries and our associated companies and before
payment of the respective performance bonus to the Executive Directors for that financial year, but
excluding any extraordinary profit. The performance bonus will be payable in respect of the financial year
ended 31 December 2007 and in respect of each financial year thereafter.
DIRECTORS, MANAGEMENT AND STAFF
130


An Executive Director may not vote on any resolution of the Directors regarding the amount of
remuneration (including housing allowance and bonuses payable to him). The current basic annual
salaries and housing allowance of our Executive Directors are as follows:
Name
Annual Salary
Housing Allowance
(US$)
(US$)
Mr. Motokuni Yamashiro
180,000
111,075
Mr. Kazuhiko Yoshida
180,000
104,412 
Mr. Michio Tanamoto
180,000
79,245
Our Executive Directors’ salaries are paid net of any tax payable by the relevant Director in respect of any
remuneration payable to the Director under the Service Agreements with our Company.
Under the Service Agreement, each of the Executive Directors has agreed that during the course of his
employment with our Company, he will not engage in the conduct of any other business and will not use,
divulge or communicate to any person any trade secrets or other confidential information of our Company.
In addition, each Executive Director has agreed that he will not, for 12 months after the termination of his
employment under his respective Service Agreement: (i) carry on for his own account any business
carried on by our Company, subsidiaries and associates within Hong Kong and Singapore; (ii) assist, with
technical advice, any party engaged in the business of our Company, subsidiaries and associates within
Hong Kong and Singapore; (iii) solicit any party who at any time during the last 12 months of his
employment with our Company was a customer of our Company or any of our subsidiaries; and (iv) offer
employment by himself or solicit or arrange for employment by any other person of any of the employees
of our Company or any of our subsidiaries.
We may terminate the Service Agreement by giving not less than six months’ notice to any Executive
Director. Following such termination, we shall pay to such Executive Director an amount of up to 70% of
his basic salary per month for 12 months following the date on which the Service Agreement has been
terminated by us, provided that the Service Agreement is not terminated due to any breach committed by
such Executive Director, and we have not waived the non-competition provisions described above.
Our Company believes that such termination fees are fair and reasonable in view of the specialised
nature of our Company’s business, together with the fact that the Executive Directors are subject to non-
competition obligations (as described above) for a period of 12 months following the termination of their
employment under their respective Service Agreements. Given that the Executive Directors are precluded
from seeking alternative employment during such 12-month restriction period, our Company believes that
it is only fair and reasonable that the Executive Directors are compensated for agreeing to such
restrictions. In the event that the amount of termination fees payable is lower than 5% of the NTA of our
Company (based on the most recent audited financial statements of our Company at the time of the
payment of the termination fees), the payment of such termination fees shall be subject to the approval of
our Audit Committee. In the event that the amount of termination fees payable is equal to or exceeds 5%
of the NTA of our Company (based on the most recent audited financial statements of our Company at
the time of the payment of the termination fees), the payment of such termination fees shall be subject to
the requirements of Chapter 9 of the SGX-ST Listing Manual in relation to interested person transactions,
as the same may be amended or modified from time to time.
Save as disclosed in the section entitled “Service Agreements – Particulars of Directors’ Service
Contracts”, none of our Directors has or is proposed to have a service contract with us other than
contracts expiring or determinable by the employer within one year without the payment of compensation
(other than statutory compensation).
Save for the above, there are no other existing or proposed service agreements entered into or to be
entered into by our Directors or Executive Officers.
Had the Service Agreements been in existence for FY2006, the aggregate remuneration paid to the
Executive Directors in FY2006 would have been approximately US$2.42 million instead of US$2.43
million and the Profit Before Tax of our Group for FY2006 would have been US$11.84 million instead of
US$11.83 million.
DIRECTORS, MANAGEMENT AND STAFF
131


132
Our Directors recognise the importance of corporate governance and the offering of high standards of
accountability to our Shareholders of our Company.
Our Board of Directors has formed three committees: (i) the Nominating Committee; (ii) the Remuneration
Committee; and (iii) the Audit Committee.
Nominating Committee
Our Nominating Committee comprises Mr. Ang Miah Khiang, Mr. Ronnie Teo Heng Hock, Mr. V-Nee Yeh
and Mr. Kazuhiko Yoshida. The Chairman of the Nominating Committee is Mr. Ronnie Teo Heng Hock. Our
Nominating Committee will be responsible for:
(a) 
re-nomination of our Directors having regard to the Director’s contribution and performance;
(b) 
determining annually whether or not a Director is independent; and
(c) 
deciding whether or not a Director is able to and has been adequately carrying out his duties as a
Director.
The Nominating Committee will decide how the Board’s performance is to be evaluated and propose
objective performance criteria, subject to the approval of the Board, which address how the Board has
enhanced long-term Shareholders’ value. The Board will also implement a process to be carried out by
the Nominating Committee for assessing the effectiveness of the board as a whole and for assessing the
contribution of each individual Director to the effectiveness of the Board. Each member of the Nominating
Committee shall abstain from voting on any resolution in respect of the assessment of his performance or
re-nomination as Director.
Remuneration Committee
Our Remuneration Committee comprises Mr. Ang Miah Khiang, Mr. Ronnie Teo Heng Hock and Mr. V-Nee
Yeh. The Chairman of the Remuneration Committee is Mr. V-Nee Yeh. Our Remuneration Committee will
recommend to our Board of Directors a framework of remuneration for our Directors and key executives,
and determine specific remuneration packages for each Executive Director.
The recommendations of our Remuneration Committee should be submitted for endorsement by the
entire Board. All aspects of remuneration, including but not limited to directors’ fees, salaries, allowances,
bonuses, options issued under the Scheme and benefits in kind shall be covered by our Remuneration
Committee. Each member of the Remuneration Committee shall abstain from voting on any resolution in
respect of his remuneration package.
Audit Committee
Our Company established an Audit Committee on 26 June 2007 with written terms of reference in
compliance with the Code of Corporate Governance 2005, as issued by the Ministry of Finance,
Singapore. The primary duties of the Audit Committee are to review and supervise the financial reporting
process and internal control procedures of our Group.
The Audit Committee has four members comprising our Directors, Mr. Ang Miah Khiang, Mr. Hamilton
Jian Ren Chueh, Mr. Ronnie Teo Heng Hock and Mr. V-Nee Yeh. Mr. Ang Miah Khiang is the Chairman of
the Audit Committee.
The Audit Committee shall meet periodically to perform the following functions:
(a)
review with the external auditors the audit plan, their evaluation of the system of internal controls
(including the fair valuation process), their audit report, their management letter and our
management’s response;
CORPORATE GOVERNANCE


CORPORATE GOVERNANCE
133
(b) 
review the financial statements before submission to our Board of Directors for approval, focusing
in particular, on changes in accounting policies and practices, major risk areas, significant
adjustments resulting from the audit, any adjustments resulting from fair valuation of our
Company’s investments the going concern statement, compliance with accounting standards as
well as compliance with any stock exchange and statutory/regulatory requirements;
(c) 
review, with the assistance of the internal auditor, the internal control and procedures and ensure
co-ordination between the external auditors and our management, reviewing the assistance given
by our management to the auditors, and discuss problems and concerns, if any, arising from the
interim and final audits, and any matters which the auditors may wish to discuss (in the absence of
our management where necessary);
(d) 
review and discuss with the external auditors any suspected fraud or irregularity, or suspected
infringement of any relevant laws, rules or regulations, which has or is likely to have a material
impact on our Group’s operating results or financial position, and our management’s response;
(e) 
consider the appointment or re-appointment of the external auditors and matters relating to
resignation or dismissal of the auditors;
(f) 
review transactions falling within the scope of Chapter 9 and Chapter 10 of the Listing Manual;
(g) 
undertake such other reviews and projects as may be requested by our Board of Directors and
report to our Board of Directors its findings from time to time on matters arising and requiring the
attention of our Audit Committee; and
(h) 
generally to undertake such other functions and duties as may be required by statute or the Listing
Manual, and by such amendments made thereto from time to time.
Apart from the duties listed above, the 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 Company’s operating results and/or financial position.
BOARD PRACTICE
Our Articles provide that our Board of Directors shall consist of between one and nine Directors. Save as
disclosed in the section entitled “Service Agreements – Particulars of Directors’ Service Contracts”, our
Directors do not have fixed terms of office. At each annual general meeting, one-third of the Directors for
the time being shall retire from office by rotation, provided that no Director holding office as Executive
Director whose term of office under a service contract with the Company is a fixed term that is unexpired
and continuing as at the time of the relevant annual general meeting, shall be subject to retirement by
rotation or be taken into account in determining the number of Directors to retire. The Directors to retire in
every year shall be those who have been longest in office since their last re-election or appointment. A
retiring Director shall be eligible for re-election.


UNI-ASIA SHARE OPTION SCHEME
134
On 26 June 2007, our Shareholders approved a share option scheme known as the Uni-Asia Share
Option Scheme, the rules of which are set out in Appendix F of this Prospectus. The Scheme complies
with the relevant rules of Chapter 8 of the Listing Manual. The Scheme will provide eligible participants
with an opportunity to participate in the equity of our Company as well as to motivate them to perform
better through increased loyalty and dedication to our Company. The Scheme, which forms an integral
and important component of a remuneration and compensation plan, is designed to primarily reward and
retain Executive Directors and employees whose services are crucial to our Group’s well being,
development and success.
As at the Latest Practicable Date, no Options (as defined in Rule 2 of the Scheme) have been granted
under the Scheme.
A summary of the Rules of the Scheme is set out as follows:
1.
Objectives
The objectives of the Scheme are as follows:
(a)
to motivate each participant to optimise his performance standards and efficiency and to
maintain a high level of contribution to our Group;
(b)
to retain key employees and Directors whose contributions are essential to the long-term
growth and profitability of our Group;
(c)
to instil loyalty to, and a stronger identification by the participants with the long-term
prosperity of, our Group;
(d)
to attract potential employees with relevant skills to contribute to our Group and to create
value for our Shareholders; and
(e)
to align the interests of the participants with the interests of our Shareholders.
2.
Participants
Under the rules of the Scheme, Executive, Non-Executive and Independent Directors and full-time
employees of our Group are eligible to participate in the Scheme. Directors who are Controlling
Shareholders of our Company and their Associates are not eligible to participate in the Scheme.
To be eligible to participate in the Scheme, a participant (“Participant”) must:
(i)
be confirmed in his/her employment with our Company or our Subsidiaries and not be on
probation and have been in the full-time service of our Company or any of our Subsidiaries
for at least 12 months on or prior to the date of the grant of the Option (the “Date of Grant”);
(ii)
have attained the age of 21 years on or before the Date of Grant; and
(iii)
not be an undischarged bankrupt and must not have entered into a composition with his
creditors.
3.
Scheme administration
The Scheme shall be administered by a committee comprising Directors (including Directors who
may be participants of the Scheme) (“Committee”), with powers to determine, inter alia, the
following:
(a)
persons to be granted Options;
(b)
number of Options to be offered; and
(c)
recommendations for modifications to the Scheme.


UNI-ASIA SHARE OPTION SCHEME
135
The Committee comprises members of the Remuneration Committee. A member of the Committee
who is also a Participant of the Scheme must not be involved in its deliberation in respect of
Options granted or to be granted to him.
4.
Size of the Scheme
The nominal amount of the aggregate number of Shares over which the Committee may grant
Options on any date, when aggregated with the nominal amount of the number of Shares issued
and issuable in respect all Options granted under the Scheme and any other share option schemes
of our Company, shall not exceed 15 per cent. of the issued share capital of our Company on the
day preceding the date of the relevant grant.
Our Company believes that this 15 per cent. limit set by the SGX-ST gives our Company sufficient
flexibility to decide upon the number of Option Shares to offer to our existing and new employees.
15 per cent. of our post-Invitation issued share capital constitutes approximately 36,060,000
Shares. As it is intended that the Scheme shall last for 10 years, assuming that there is no change
in the total issued share capital of our Company, the number of Option Shares in respect of which
Options may be granted in a year will average approximately 3,606,000. The number of eligible
participants is expected to grow over the years. Our Company, in line with its goals of ensuring
sustainable growth, is constantly reviewing our position and considering the expansion of our talent
pool which may involve employing new employees. The employee base, and therefore the number
of eligible participants will increase as a consequence. If the number of Options available under the
Scheme is limited, we may only be able to grant a small number of Options to each eligible
participant which may not be a sufficiently attractive incentive. Our Company is of the opinion that it
should have sufficient number of Options to offer to new employees as well as to existing
employees. The number of Options offered must also be significant enough to constitute a
meaningful reward for contribution to our Group. However, this does not mean that the Committee
will issue Option Shares up to the prescribed limit. The Committee shall exercise its discretion in
deciding the number of Option Shares to be granted to each employee, which will depend on, inter
alia, the employee’s performance and value to our Group.
5.
Entitlement
Subject to such adjustments as may be made under the Rules, the number of Options to be
offered to a Participant of the Scheme shall be determined at the absolute discretion of the
Committee, who shall take into account criteria such as the rank, performance, years of service
and potential for future development of that Participant.
6.
Participants in other schemes
Participants who participate in the Scheme are eligible to participate in other schemes
implemented by other companies, if approved by the Committee.
7.
Grant of Options
Subject to the Rules, the Committee may make offers of grant of Options (“Offers”) to such eligible
Participants as it may in its sole and absolute discretion select at any time during the period when
the Scheme is in force, except that no Offers shall be made during the period of 30 days
immediately preceding the date our Company announces its interim and/or final results (whichever
the case may be). In the event of our Company announcing any matter of an exceptional nature
involving unpublished price sensitive information (“Exceptional Announcements”), Offers may
only be made on or after the third Market Day on which such Exceptional Announcement is
released.


8.
Acceptance of Offer
The Offer to a Participant, if not accepted by the Participant before 5.00 p.m. on the 30th day from
the date of such Offer, will lapse. Upon acceptance of the Offer, the Participant to whom the Option
is granted will pay to our Company a consideration of US$1.00 or such other amount and deliver
such other documentation as the Committee may require.
9.
Exercise price and exercise period
Subject to any adjustment to be made pursuant to the Rules, the exercise price for each Share in
respect of which an Option is exercisable shall be determined by the Committee at its absolute
discretion and fixed by the Committee at:
(a)
a price equal to the average of the last dealt prices for a Share on the SGX-ST for the period
of three consecutive Market Days immediately prior to the relevant Date of Grant (“Market
Price”) but in no event shall the exercise price per Share be less than its par value (“Market
Price Options”); or
(b)
a price which is set at a discount to the Market Price, provided that the maximum discount
shall not exceed 20 per cent. of the Market Price but in no event shall the exercise price per
Share be less than its par value (“Incentive Options”).
Each eligible Participant who has been granted Market Price Options shall be entitled to exercise
at any time after the first anniversary of the Date of Grant of that Option, Provided always that the
Options granted to employees shall be exercised before the tenth anniversary of the relevant Date
of Grant and Options granted to Non-Executive Directors and Independent Directors shall be
exercised before the fifth anniversary of the relevant Date of Grant, or such earlier date as may be
determined by the Committee, failing which all unexercised Options shall immediately lapse and
become null and void and a Participant shall have no claims against our Company.
Each eligible Participant who has been granted Incentive Options shall be entitled to exercise at
any time after the second anniversary of the Date of Grant of that Option, Provided always that the
Options granted to employees shall be exercised before the tenth anniversary of the relevant Date
of Grant and Options granted to Non-Executive Directors and Independent Directors shall be
exercised before the fifth anniversary of the relevant Date of Grant, or such earlier date as may be
determined by the Committee, failing which all unexercised Options shall immediately lapse and
become null and void and a Participant shall have no claims against our Company.
10.
Variation of share capital
If a variation in our issued share capital occurs (whether by way of capitalisation or rights issue,
reduction of capital, sub-division or consolidation of Shares or distribution), the exercise price, the
nominal value, class and/or number of Shares comprised in an Option or over which Options may
be granted will be adjusted in such manner as the Committee may determine to be appropriate
and upon the written confirmation of our auditors (acting only as experts and not as arbitrators) that
in their opinion, such adjustment is fair and reasonable. The issue of Shares as consideration for
an acquisition by us or a private placement of Shares will not be regarded as a circumstance
requiring adjustment. An increase in the number of issued Shares as a consequence of the
exercise of Options or other convertibles issued by us will also not be a circumstance requiring
adjustment.
11.
Exercise of Options
Options which are accepted by the Participants may be exercised during the periods and at the
relevant exercise prices. All Options must be exercised before the expiry of 10 years from the Date
of Grant in the case of employees and before the expiry of five years in the case of Non-Executive
Directors and Independent Directors, or such earlier date as may be determined by the Committee,
failing which the Options shall be deemed to have expired and shall cease to be valid.
UNI-ASIA SHARE OPTION SCHEME
136


Special provisions dealing with the lapsing or permitting the earlier exercise of Options under
certain circumstances include:
(a)
the termination of the Participant’s employment or appointment in our Group, as the case
may be;
(b)
the bankruptcy of the Participant;
(c)
the death of the Participant;
(d)
a take-over of our Company; and
(e)
the winding-up of our Company (voluntary or otherwise).
12.
Shares issued under the Scheme
Shares arising from the exercise of the Options shall be subject to the provisions of the
Memorandum of Association and Articles of our Company. The Shares so allotted will upon issue
rank pari passu in all respects with the then existing issued Shares for any dividends, rights,
allotments or distributions the record date (“Record Date”) of which falls after the relevant date of
exercise of the Option. “Record Date” means the date fixed by our Company for the purposes of
determining entitlements of Shareholders to dividends, rights, allotments or other distributions.
13.
Changes in the Scheme
Subject to the prior approval of the SGX-ST or any other stock exchange on which the Shares are
listed or quoted and other regulatory authorities as may be necessary, the Scheme may be altered
from time to time by a resolution of the Committee. However, no alteration shall be made which
would adversely affect the rights attached to Options granted prior to such alteration except with
the prior consent in writing of such number of Participants who, if they exercised their Options in
full, would thereby become entitled to not less than ¾ in nominal amount of all Shares which would
be allotted and issued upon exercise in full of all outstanding Options. Also, no alteration shall be
made to certain rules of the Scheme to the advantage of Participants except with the prior approval
of our Shareholders in general meeting.
14.
Duration of the scheme
The Scheme shall continue in operation for a maximum period of ten years commencing on the
Adoption Date. “Adoption Date” means the date upon which the Scheme is adopted by our
Shareholders which is 26 June 2007. The Scheme may be continued for any further period
thereafter with the approval of our Shareholders in general meeting and of any relevant authorities
which may then be required.
Grant of Options at Discounted Exercise Price
The Scheme which forms an integral component of our remuneration and compensation plan, is designed
to reward and retain eligible Participants whose services are crucial to our well-being and success. The
ability to grant Options with exercise prices set at a discount to the prevailing Market Prices of our
Shares, is intended, inter alia, to operate as a means to recognise Participants for their outstanding
performance as well as to motivate them to continue to excel while encouraging them to focus more on
improving our profitability and return above a certain level which will benefit all Shareholders when these
are eventually reflected through share price appreciation. The flexibility in determining the quantum of
discount would enable the Committee to tailor the incentives in the grant of Options to commensurate
with the performance and contribution of each individual Participant.
The flexibility of granting Options with discounted prices is also intended to cater for situations where the
market conditions are bullish and the market price of our Shares are traded at high premiums. In such
events, we may grant Options to our employees at a discount to the Market Price.
UNI-ASIA SHARE OPTION SCHEME
137


UNI-ASIA SHARE OPTION SCHEME
138
In deciding whether to give a discount and the quantum of such discount, the Committee shall be at
liberty to take into consideration factors including performance of our Company, the years of service and
individual performance of the Participant concerned, the contribution of the Participant to our success and
development, and the prevailing market conditions. All Participants, regardless of their rank, shall be
eligible to a discount of up to 20 per cent.
It is envisaged that we may consider granting the Options with Exercise Prices set at a discount to the
Market Price of our Shares prevailing at the time of grant under circumstances including (but not limited
to) to the following:
(a)
where, due to speculative forces in the stock market resulting in an overrun of the market, the
market price of our Shares at the time of the grant of Options is not a true reflection of our financial
performance;
(b)
to enable us to offer competitive remuneration packages in the event that the practice of granting
Options with exercise prices that have a discount element becomes a general market norm. As
share options become more significant components of executive remuneration packages, a
discretion to grant Options with discounted prices will provide us with a means to maintain the
competitiveness of our remuneration and compensation strategy; and/or
(c)
where we need to provide more compelling motivation for specific business units to improve their
performance, grants of share options with discounted exercise prices will help to align the interests
of employees to those of our Shareholders by encouraging them to focus more on improving our
profitability and returns above a certain level which will benefit all Shareholders when these are
eventually reflected through share price appreciation. Options granted at a discount are perceived
more positively by the employees who receive such Options.
The Committee will determine on a case-by-case basis whether a discount will be given, and if so, the
quantum of the discount, taking into account the objective that is desired to be achieved by us and the
prevailing market conditions. As the actual discount given will depend on the relevant circumstances, the
extent of the discount may vary from one case to another, subject to a maximum discount of 20 per cent.
of the Market Price of the Share, as described above.
The discretion to grant Options to subscribe for Shares at an exercise price set at a discount to the
Market Price will, however, be used judiciously. The amount of the discount may vary from one offer to
another, and from time to time, subject to a limit of 20 per cent. on the quantum of discount in respect of
Options granted under the Scheme.
In respect of our Independent Directors, we have presently not made any decision on the terms of the
grant of Options and on whether Options will be granted at a discount to the Market Price. However,
should we decide in the future to grant Options to them at a discount, such decision will be based on
factors such as the individual performance of the Participant and the contribution of the Participant to our
success and development.
We may also grant Options without any discount to the Market Price. Additionally, we may, if we deem fit,
impose conditions on the exercise of the Options (whether such Options are granted at the Market Price
or at a discount to the Market Price), such as restricting the number of Shares for which the Option may
be exercised during the initial years following its vesting.


UNI-ASIA SHARE OPTION SCHEME
139
Participants in the Scheme
Participation of our Group Employees
The extension of the Scheme to Group employees allows us to have a fair and equitable system to
reward Directors and employees who have made and who continue to make significant contributions to
our Group’s long-term growth.
We believe the Scheme will enable us to attract, retain and provide incentives to its Participants to
produce higher standards of performance as well as encourage greater dedication and loyalty by enabling
us to give recognition to past contributions and services as well as motivating Participants generally to
contribute towards our long-term growth.
Participation of our Non-Executive Director and Independent Directors
The Scheme contemplates the participation by any person who is or may become our Non-Executive
Directors. Our Non-Executive Directors and Independent Directors, although not involved in the day-to-
day running of our operations, play an invaluable role in furthering the business interests of our Group by
contributing their experience and expertise. We believe that by allowing our Non-Executive Directors and
Independent Directors to participate in the Scheme, we will be able to provide them with an opportunity to
participate in our equity. Our Non-Executive Directors and Independent Directors are closely associated
with our business operations even though they do not hold office in an executive capacity. To allow them
to participate in the Scheme will instil in them a greater sense of involvement and belonging in our Group,
thereby enhancing our working relationship with them.
In addition, our Independent Directors are also members of our Audit Committee. They therefore
undertake a major role in our corporate governance. It is therefore in our long-term interest that we
acknowledge the services of these Directors who are members of our Audit Committee by allowing them
to participate in the Scheme. Their participation in the Scheme will also attract future suitable and more
qualified persons to sit on our Audit Committee. This will help to ensure the continuity of good corporate
governance in our Company in the long term.
To reflect our recognition of the valuable contributions and efforts of our Non-Executive Directors and
Independent Directors, the Scheme will allow us flexibility in providing reward to these Directors in a
combination of Director’s fees and Options as it may not always be possible to compensate them fully or
appropriately by increasing the Directors’ fees or other forms of cash payment. We also hope that by
being able to offer share options, it will be able to attract more well-qualified persons to act as Non-
Executive Directors and Independent Directors of our Company.
We believe that the grant of Options to our Independent Directors will not give rise to any conflict of
interests. In any event, to minimise any potential conflict of interests and not to compromise the
independence of our Independent Directors, we intend to grant only a nominal number of Options under
the Scheme to such Independent Directors. In addition, in the event that any conflict of interests arises in
any matter to be decided by our Board, we shall procure that the relevant Independent Director abstain
from voting on such matter at our Board meeting.
Disclosures in Annual Reports
Details of the number of Options granted, the number of Options exercised and the subscription price (as
well as the discounts involved, if any) will be disclosed in our annual report.
Financial Effects of The Scheme
International Financial Reporting Standard 2 on Share-based Payment (“IFRS 2”) is effective for financial
statements covering periods beginning on or after 1 January 2005, and was in force at the date the
Scheme was approved. IFRS 2 requires the fair value of employee services received in exchange for the
grant of options to be recognised as an expense. For equity-settled share-based payment transactions,
the total amount to be expensed in the income statement over the vesting period is determined by
reference to the fair value of each option granted, excluding the impact of any non-market vesting
conditions.


At each balance sheet date, the Company revises its estimates of the number of options that are
expected to become exercisable. It recognises the impact of the revision of original estimates, if any, in
the income statement with a corresponding adjustment to equity.
Share options are treated as potential ordinary shares in calculating dilutive earnings per share.
Employee share options with fixed or determinable terms and non-vested ordinary share are treated as
options in the calculation of diluted earnings per share, even though they are contingent on vesting. They
are treated as outstanding on the grant date.
During the vesting period, the consolidated earnings per Share would be reduced by both the expense
recognised and the potential ordinary shares to be issued under the Scheme. When the options are
exercised, the consolidated net tangible assets will be increased by the amount of cash received in
subscription for the Option Shares. On a per Share basis, the effect is accretive if the subscription price is
above the net tangible assets per Share but dilutive otherwise.
We have made an application to the SGX-ST for permission to deal in, and for quotation of, our Shares
which may be issued upon the exercise of the Options to be granted under the Scheme. The approval of
the SGX-ST is not to be taken as an indication of the merits of our Company, our subsidiaries, our
Shares, the New Shares, the Option Shares or the Additional Shares.
UNI-ASIA SHARE OPTION SCHEME
140


141
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS 
OF INTEREST
INTERESTED PERSON TRANSACTIONS
In general, transactions between our Group and any of our interested persons (namely, our Directors,
Chief Executive Officer or Controlling Shareholders or the Associates of such Directors, Chief Executive
Officer or Controlling Shareholders) would constitute “Interested Person Transactions” for the purposes of
Chapter 9 of the Listing Manual.
Our interested persons include Mr. Motokuni Yamashiro, Mr. Kazuhiko Yoshida, Mr. Michio Tanamoto, Mr.
Robert Van Jin Nien, Mr. Jörg Wilhem Schelp, Mr. Hamilton Jian-Ren Chueh, Mr. V-Nee Yeh, Mr. Ang Miah
Khiang and Mr. Ronnie Teo Heng Hock who are our Directors and the Evergreen Group. Save as
disclosed below, none of our Controlling Shareholders, Directors, Executive Officers, or their respective
Associates, has any interest, direct or indirect, in any transaction undertaken by our Group within the past
three years ended 31 December 2006 and from 1 January 2007 up to the Latest Practicable Date.
Past, Present and Ongoing Transactions
Transactions with the Evergreen Group 
Historically, part of our loan syndication business has involved Uni-Asia arranging loan facilities, operating
leases and, or finance leases for the Evergreen Group.
Evergreen International S.A. is a private, Panamanian company controlled as to 100% by Dr. Chang and
his associates, Mr. Chang Kuo Hua, Mr. Chang Kuo Ming and Mr. Chang Kuo Cheng. It is a holding
company with direct and indirect interests in a number of companies engaged in the ownership and
operation of shipping and aircraft fleets, including various major members of the Evergreen Group.
Although no member of our Group is in the business of lending money to Evergreen or any other
company of the Evergreen Group, Uni-Asia has earned and continues to earn fees from these companies
as a result of arranging loans or other financing transactions, such as operating leases and finance
leases, for these companies, the lenders or financiers of which are syndicates of banks or other lending
institutions whose participants are independent of and not interested persons of our Company.
The fees which Uni-Asia earns from these transactions comprise arrangement fees, paid at the outset,
typically on or around drawdown of a loan facility or on the initial leasing of the asset, i.e. the ship or
aircraft, in relation to an operating lease or finance lease. In addition, Uni-Asia earns ongoing annual
agency fees, over the tenor of the facilities, in relation to its role as agent of the syndicate members. The
annual agency fees earned are minimal in comparison to the arrangement fees in respect of any loan or
financing transaction.
In the normal course of business, we arrange loans or other financial transactions for the Evergreen
Group. Such transactions are of an ad-hoc nature and have been carried out on an arm’s length basis.
We also act as facility agent for these loans and financial transactions.
The aggregate fees, including arrangement fees, agency fees and interest income, received from the
Evergreen Group in each of the past three years ended 31 December 2006 and from 1 January 2007 up
to the Latest Practicable Date are as follows:
From 
1 January 2007
to Latest  
FY2004
FY2005
FY2006
Practicable Date
Aggregate fees received (US$ ’000)
1,682
1,452
3,483
51
The fees received from Evergreen are based on our normal rates charged to our other customers at the
relevant time. Such transactions, if continued after our listing on the SGX-ST, will be subject to the review
procedures described in “Guidelines For Future Interested Person Transactions” below, to ensure that
they are continued on an arm’s length basis.


Guidelines For Future Interested Person Transactions
In the event that we enter into certain transactions with interested persons in the future, such future
transactions with interested persons must comply with the requirements of the Listing Manual. As
required by the Listing Manual, our Articles of Association require a Director to abstain from voting in any
contract or arrangement in which he has a personal material interest. Our internal control procedures will
be designed to ensure that all Interested Person Transactions are conducted at arm’s length and on
normal commercial terms.
Any interested person transaction will be properly documented and submitted semi-annually to our Audit
Committee for its review to ensure that all Interested Person Transactions are conducted at arm’s length
and on normal commercial terms. In the event that a member of our Audit Committee is interested in any
Interested Person Transaction, he will abstain from reviewing that particular transaction. Our Audit
Committee will include the review of all such Interested Person Transaction as part of the standard
procedures while examining the adequacy of our internal controls.
Our Audit Committee will ensure that all provisions and disclosure requirements on all such Interested
Person Transactions, including those required by prevailing legislation, the Listing Manual and accounting
standards, as the case may be, are complied with.
Our Directors will ensure that all disclosure requirements on Interested Person Transactions, including
those required by prevailing legislation, will be subject to shareholders’ approval if deemed necessary by
the Listing Manual. We will disclose in our annual report the aggregate value of Interested Person
Transactions conducted during the financial year.
Review Procedures for Future Interested Person Transactions
Our Audit Committee will review and approve Interested Person Transactions, to ensure that they are on
an arm’s length basis, that is, that the transactions are transacted on terms and prices not more
favourable to the interested person than if they were transacted with a third-party and we and our
shareholders have not been disadvantaged in accordance with the following review procedures:
(i)
all Interested Person Transactions (either individually or as part of a series or if aggregated with
other transactions involving the same Interested Person during the same financial year) below
S$100,000 will not require the approval of the Audit Committee;
(ii)
all Interested Person Transactions (either individually or as part of a series or if aggregated with
other transactions involving the same Interested Person during the same financial year) below or
equal to 3% of the last audited NTA of our Group will not require approval of the Audit Committee
prior to such transactions being entered into, but will require approval 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 profit margin built-in or discount
given or price received by us for the same or substantially similar type of transactions between us
and unrelated parties and the terms are no more favourable to the interested person than those
extended to or received from unrelated parties; and
(iii)
all Interested Person Transactions (either individually or as part of a series or if aggregated with
other transactions involving the same Interested Person during the same financial year) in excess
of 3% of the last audited NTA of our Group will be reviewed by and will require approval by the
Audit Committee prior to such transactions being entered into.
We intend to prepare relevant information (such as pricing guidelines, pricing for similar existing
customers and quotations obtained from third-parties) to assist our Audit Committee in its review of all
Interested Person Transactions.
142
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS 
OF INTEREST


Before any agreement or arrangement that is not in our ordinary course of business is transacted, prior
approval must be obtained from our Audit Committee. In the event that a member of the Audit Committee
is interested in any of the Interested Person Transaction, he will abstain from reviewing that particular
transaction. Any decision to proceed with such an agreement or arrangement would be recorded for
review by the Audit Committee.
We also intend to comply with the provisions in Chapter 9 of the Listing Manual in respect of all future
Interested Person Transactions, and if required under the Listing Manual, we will seek our Shareholders’
approval for such transactions.
Other Review Procedures
In view that part of our loan syndication business has historically involved the arrangement of loan
facilities, operating leases and/or finance leases for the Evergreen Group, we will, in the interests of good
corporate governance, apply the same review and approval procedures as those applicable to future
Interested Person Transactions, to all our future transactions with the Evergreen Group, for so long as
Evergreen holds a direct and/or indirect shareholding interest of five per cent. or more in our Company.
However, as Evergreen is not an interested person for the purposes of Chapter 9 of the Listing Manual,
our transactions with Evergreen Group will not be subject to the disclosure requirements under Chapter 9
of the Listing Manual. The requirements under Chapter 9 of the Listing Manual will only apply to
transactions with the Evergreen Group in the event of Evergreen becoming an interested person in the
future.
POTENTIAL CONFLICTS OF INTERESTS
Our non-Executive Director, Mr. Robert Van Jin Nien, has a 0.08% shareholding interest in and is also a
director of Hopewell Holdings Limited (“Hopewell”), a company in the principal business of property
development. Hopewell is our substantial shareholder, and is currently publicly listed in Hong Kong. Our
Board believes that Mr. Nien’s interests in Hopewell does not give rise to a material conflict of interests,
given that he does not have a material shareholding interest in Hopewell. In the event that Mr. Nien or the
Board is of the view that any material conflict of interests should arise, Mr. Nien will abstain from
deliberating and participating in the decision-making process of our Board, in relation to any such matter
in question.
Our Independent Director, Mr. V-Nee Yeh, is a director and non-executive chairman of Argyle Street
Management Limited (“ASM”), a fund management company that manages other funds investing in
distressed assets, including the ASM Asia Recovery Fund. Mr. Yeh holds units in the ASM Asia Recovery
Fund and also has a 33.33% shareholding interest in Argyle Street Management (Holdings) Limited
(“ASMH”), which in turn owns 100% of ASM. As Mr. Yeh does not have majority control over ASM, he
does not control the decision-making of the board or investment committee of ASM. Our Board believes
that potential conflicts of interests would be minimised by the fact that Mr. Yeh is an independent non-
executive director of our Company and is not involved in the day-to-day business of our Group. In
addition, as a Director of our Company, Mr. Yeh will also have a duty to disclose any conflicts of interest,
as soon as he becomes aware of the same. He will also abstain from voting in respect of any matter
where a conflict of interests arises and is required to act in the interests of our Company and our
shareholders as a whole when performing his duties as an Independent Director of our Company. Our
Board believes that his professional background in distressed assets fund management is beneficial to us
as he would have a better understanding of our business. In connection with Mr. Yeh’s appointment as our
Independent Director, we will, prior to the registration of this Prospectus with the MAS, enter into a
confidentiality agreement with Mr. Yeh, pursuant to which Mr. Yeh will be required to keep confidential and
not use, divulge, disclose or deliver to any person (except as authorised or required by his duties or by
law) any information acquired by him in the course of his role as director of the Company and which (i) is
a trade secret or know-how of our  Company or is otherwise the confidential property of our Company or
any of its related corporations; or (ii) was acquired by the director under a duty of confidentiality. Mr. Yeh
will also be required to use his best endeavours to prevent the publication or disclosure of any trade
143
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS 
OF INTEREST


secret or know-how of our Company, or confidential information concerning the business or the finance of
our Company or any of our related companies or of any person or company with whom our Company
deals. The above confidentiality requirements shall continue to apply after the termination of Mr. Yeh’s
appointment without limit in time, but shall cease to apply to information or knowledge which may come
into the public domain other than by breach of these provisions.
Each of our Executive Directors, Mr. Motokuni Yamashiro, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto,
has an option to subscribe for new shares in our associated company, Capital Advisers. Mr. Yoshida and
Mr. Tanamoto are also directors of Capital Advisers. None of their options, if fully exercised, would each
amount to more than 1.63% of the enlarged share capital of Capital Advisers. They do not currently hold
any shares directly in Capital Advisers. In order to minimise any potential conflicts of interests, each of
Mr. Motokuni Yamashiro, Mr. Kazuhiko Yoshida and Mr. Michio Tanamoto will abstain from deliberating and
participating in the decision-making process of our Board, in relation to any issues concerning our
transactions with Capital Advisers. In addition, as our Directors each of Mr. Motokuni Yamashiro, Mr.
Kazuhiko Yoshida and Mr. Michio Tanamoto will also have a duty to disclose any conflicts of interest, as
soon as he becomes aware of the same. They will also be required to act in the interests of our
Company and our Shareholders as a whole when performing their duties as our Directors.
Save as disclosed above and in the section entitled “Interested Person Transactions” in this Prospectus:-
(a)
none of our Directors, Executive Officers, Controlling Shareholders or any of their Associates has
had any interest, direct or indirect, in any transactions to which our Company was or is to be a
party;
(b)
none of our Directors, Executive Officers, Controlling Shareholders or any of their Associates has
any interest, direct or indirect, in any company carrying on the same business or a similar trade
which competes materially and directly with the existing business of our Group; and
(c)
none of our Directors, Executive Officers, Controlling Shareholders or any of their Associates has
any interest, direct or indirect, in any company that is our customer or supplier of goods and
services.
Mitigation
Upon completion of the Invitation, there is no single Controlling Shareholder of our Group.
We believe that any potential conflicts of interest are addressed as follows:

We have established policies and procedures, including internal audit controls, to ensure that our
transactions with our Controlling Shareholders and their affiliates are entered into on arm’s length
and normal commercial terms. In this regard, our Company has appointed an internal auditor (the
“Internal Auditor”) to undertake the role of the internal audit function. The Internal Auditor will be
responsible for assessing the internal auditing and reporting controls and procedures within our
Group and to make recommendations, as appropriate, to the Audit Committee.

Upon our listing on the SGX-ST, we will be subject to the SGX-ST rules on Interested Person
Transactions. The objective of these rules is to ensure that our Interested Person Transactions do
not prejudice the interests of our Shareholders as a whole. These rules require us to make prompt
announcements, disclosures in our annual reports and/or seek Shareholders’ approval for certain
material Interested Person Transactions. Further, our Audit Committee may have to, and we may
have to appoint independent financial advisers to, review such Interested Person Transactions and
state whether or not it is, or they are, of the view that such transactions are on normal commercial
terms and are not prejudicial to our interests and our minority Shareholders.
144
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS 
OF INTEREST



Our Audit Committee will review Interested Person Transactions on a periodic basis to ensure
compliance with our policies and procedures, including internal audit controls, and with the relevant
provisions of the SGX-ST rules. The review will include an examination of the nature of the
transactions and such relevant supporting data as the Audit Committee may deem necessary. If a
member of our Audit Committee has an interest in a transaction, he will abstain from participating
in the review and approval process of the Audit Committee in relation to that transaction. Our Audit
Committee will also review the policies and procedures to ensure that they are adequate to achieve
the objectives of ensuring that our Interested Person Transactions are entered into on arm’s length
and normal commercial terms.

Our Directors owe fiduciary duties to us, including the duty to act in good faith and in our best
interests. Our Directors have a duty to disclose any conflict of interest, as soon as they become
aware of any conflict, including a conflict that arises from a directorship in a competing company or
from a personal investment in a competing company and, in such event, such Director may only
vote in respect of any such decision if his fiduciary duties so allow and only in accordance with
such duties. Our Directors are also subject to a duty of confidentiality, which precludes a Director
from disclosing to any third-party information that is confidential to us.

Our Audit Committee will review any conflicts of interest disclosed to our Board and the exercise of
Directors’ fiduciary duties in this respect. Upon disclosure of an actual or potential conflict of
interest by a Director, our Audit Committee will consider whether a conflict of interest does in fact
exist and whether it is appropriate that such Director abstain from voting in respect of a matter
where the conflict of interest arises. The review will include an examination of the nature of the
conflict and such relevant supporting data as our Audit Committee may deem reasonably
necessary. If any member of our Audit Committee has a conflict of interest which is brought before
our Audit Committee, such member shall not participate in any proceedings of our Audit Committee
in relation to such conflict of interest.
145
INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS 
OF INTEREST


DESCRIPTION OF OUR ORDINARY SHARES
146
The following description of our share capital summarises certain provisions of our Articles. Such
summaries do not purport to be complete and are subject to, and are qualified in their entirety by
reference to and all of the provisions of our Articles (copies of which are available for inspection at the
place referred to on page 173 of this Prospectus), Cayman Companies Law and the Companies Act.
Share capital
The authorised share capital of our Company is US$120,000,000 divided into 750,000,000 Shares of
US$0.16 par value each.
Dividend rights
Dividends and interim dividends on our Shares may be declared from time to time by our Directors on a
pari passu basis.
Variation of rights
If at any time the share capital of our Company is divided into different classes of shares, preference
capital other than redeemable preference capital may be repaid and the rights attached to any class may
be varied with the sanction of a special resolution passed at a general meeting of the holders of the
shares of that class or, if such special resolution is not passed within two months of such meeting, with
the consent in writing of the holders of three-fourths of the issued shares of that class.
Transfer of shares
No Member may transfer shares in our Company unless the prior consent of our Directors has been
obtained and the provisions set out in the Articles concerning pre-emption having been complied with.
Where a Member transfers or proposes to transfer shares in connection with a property settlement
agreement or by court decree in connection with any marriage dissolution or similar proceeding, or a
bankruptcy or insolvency proceeding or the death or liquidation of such Member, our Company will have
the first right to repurchase all the shares owned by such Member in accordance with the terms of the
Articles.
Meetings of shareholders
As our Company is an exempted company, it may but shall not be required to hold annual general
meetings.
Extraordinary general meetings can be called on the requisition of Members holding not less than one-
tenth of the paid-up voting capital of our Company or by our Directors.
Limitations on non-Cayman Islands shareholders
There are no limitations on non-Cayman Islands shareholders.
Access to books and records and dissemination of information
Our Directors shall determine whether and to what extent the accounts and books of our Company shall
be open to the inspection of Members. Our Directors may cause to be prepared and laid before our
Company in general meeting profit and loss accounts, balance sheets and group accounts, if any.
Election and removal of directors
Our Company may by ordinary resolution appoint and remove any Director. Our Directors may also
appoint a Director to hold office until the next annual general meeting of our Company and such Director
would then be eligible for re-election thereat.


Indemnification of Directors and officers
The Directors and officers of our Company and any trustee acting in relation to our Company’s affairs and
their heirs, executors, administrators and personal representatives shall be indemnified out of the assets
of our Company for and against all actions, proceedings and damages which shall be incurred by reason
of any act done or omitted in the execution of their duty except due to wilful neglect or default.
Amendment of Memorandum of Association and Articles
Our Company may amend the Memorandum and Articles of Association of our Company by special
resolution.
Certain provisions of Cayman Islands Company Law
Please refer to Appendix E of this Prospectus for a summary of Cayman Islands Company Law.
Share Registrar and Singapore Share Transfer Agent
A register of holders of our Shares will be maintained by Lim Associates (Pte) Ltd in Singapore, and Lim
Associates (Pte) Ltd will also serve as Singapore share transfer agent for our Shares.
DESCRIPTION OF OUR ORDINARY SHARES
147


TAXATION
148
The following is a discussion of certain tax matters arising under the current tax laws of the Cayman
Islands, Singapore, Hong Kong, Japan and the PRC and is not intended to be and does not constitute
legal or tax advice. While this discussion is considered to be a correct interpretation of existing laws in
force, no assurance can be given that courts or fiscal authorities responsible for the administration of
such laws will agree with this interpretation or that changes in such laws will not occur. The discussion is
limited to a general description of certain tax consequences in the respective countries with respect to
ownership of our Shares by investors in those respective countries, and does not purport to be a
comprehensive nor exhaustive description of all of the tax considerations that may be relevant to a
decision to purchase our Shares. Prospective investors should consult their tax advisors regarding tax
and other tax consequences of owning and disposing our Shares. It is emphasised that neither our
Company, our Directors nor any other persons involved in the Invitation accepts responsibility for any tax
effects or liabilities resulting from the subscription for, purchase, holding or disposal of our Shares.
CAYMAN ISLANDS TAXATION
Pursuant to section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, our Company
has obtained an undertaking from the Governor in Cabinet:
(a)
that no law which is enacted in the Cayman Islands imposing any taxes to be levied on profits or
income or gains or appreciation shall apply to the Company or its operations; and
(b)
in addition, that no tax to be levied on profits, income gains or appreciations or which is in the
nature of estate duty or inheritance tax shall be payable by the Company:
(i)
on or in respect of the shares, debentures or other obligations of the Company; or
(ii)
by way of withholding in whole or in part of any relevant payment as defined in Section 6(3)
of the Tax Concession Law (1999 Revision).
The undertaking is for a period of twenty years, commencing 8 April 1997.
The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income,
gains or appreciations and there is not taxation in the nature of inheritance tax or estate duty. There are
no other taxes likely to be material to our Company levied by the Government of the Cayman Islands
save certain stamp duties which may be applicable, from time to time, on certain instruments executed in
or brought within the jurisdiction of the Cayman Islands. The Cayman Islands are not party to any double
tax treaties.
SINGAPORE TAXATION 
Individual Income Tax
An individual is a tax resident in Singapore in a year of assessment if, in the preceding year, he was
physically present in Singapore or exercised an employment in Singapore (other than as a director of a
company) for 183 days or more, or if he resides in Singapore.
The following income received in Singapore by non-resident individuals is exempt from Singapore income
tax:
(a)
all foreign sourced income; and
(b)
Singapore-sourced investment income from financial instruments.
For individual tax residents of Singapore, the income specified in (a) and (b) above is exempt from tax
except where such income is derived through a partnership in Singapore or is derived through carrying
on of a trade, business or profession.


Thus, an individual taxpayer is only subject to Singapore income tax on income (other than certain
investment income and one-tier dividends which are exempt from tax) accrued in or derived from
Singapore, irrespective of whether that person is a resident or non-resident of Singapore.
The tax rate for a resident individual varies according to the individual’s circumstances, but is subject to
the current maximum rate of 20% for the year of assessment 2007 (i.e. calendar year 2006). A non-
resident individual is normally taxed at the corporate tax rate, except that Singapore employment income
is taxed at a flat rate of 15% or at resident rates, whichever yields a higher tax.
Corporate Income Tax
A corporate taxpayer is regarded as resident for Singapore tax purposes if its business is controlled and
managed in Singapore.
A Singapore resident corporate taxpayer is subject to Singapore income tax on income accrued in or
derived from Singapore, and on foreign sourced income received in Singapore.
However, foreign
dividends, branch profits and foreign sourced service income received in Singapore by a Singapore
resident company are exempt from Singapore tax if certain conditions are met. In addition, one-tier
dividends received by a resident company are also exempt from Singapore income tax.
A non-resident corporate taxpayer, with certain exceptions, is subject to income tax only on income that is
accrued in or derived from Singapore, and on foreign sourced income received in Singapore, subject to
certain exceptions. One-tier dividends received by a non-resident Singapore company are also exempt
from Singapore income tax. There is no withholding tax on dividends paid by a Singapore resident
company to non-resident shareholders.
The corporate tax rate is presently 18%. In calculating a company’s chargeable income, 75% of up to the
first S$10,000 of chargeable income and 50% of up to the next S$290,000 are exempt from corporate tax
with effect from year of assessment 2008. The remaining chargeable income will be fully taxable at the
corporate tax rate of 18%. The tax exemptions referred to above do not apply to Singapore dividend
income.
Dividend Distributions
Singapore moved to the one-tier corporate tax system with effect from 1 January 2003. Under this
system, the tax collected from corporate profits is final and all Singapore dividends paid by Singapore tax
resident companies to their shareholders are exempt from tax (“one-tier tax exempt dividends”).
If the company is a Singapore tax resident company under the one-tier corporate tax system, it can
distribute one-tier tax exempt dividends to its shareholders. Such dividends are exempt from Singapore
income tax in the hands of its shareholders.
Gains on Disposal of our Shares
Singapore does not impose tax on capital gains. However, there are no specific laws or regulations which
deal with the characterisation of gains. In general, gains may be construed to be of an income nature and
subject to Singapore income tax if they arise from activities which the Inland Revenue Authority of
Singapore regards as the carrying on of a trade or business in Singapore.
Any profits from the disposal of our Shares are not taxable in Singapore unless the seller is regarded as
having derived gains of an income nature, in which case, the disposal profit would be taxable.
Stamp Duty
There is no stamp duty payable on the subscription of our Shares.
Stamp duty is payable in Singapore on an instrument of transfer of our Shares at the rate of S$0.20 for
every S$100.00 or any part thereof, computed based on the consideration for or market value of our
Shares, whichever is higher.
TAXATION
149


The purchaser is liable for stamp duty, unless there is an agreement to the contrary. No stamp duty is
payable if no instrument of transfer is executed or the instrument of transfer is executed outside
Singapore. However, stamp duty may be payable if the instrument of transfer which is executed outside
Singapore is received in Singapore.
The above stamp duty is not applicable to electronic transfers of shares effected through the Central
Depository system.
Estate Duty
Singapore estate duty is imposed on the value of immovable property situated in Singapore owned by
individuals who are not domiciled in Singapore, subject to specific exemption limits. Movable assets of
non-domiciles will be exempt from estate duty with respect to deaths occurring on or after 1 January
2002. Singapore estate duty is imposed on the value of most immovable property situated in Singapore
and on most movable property, wherever it may be, owned by individuals who are domiciled in Singapore,
subject to specific exemption limits.
Accordingly, our Shares held by an individual domiciled in Singapore are subject to Singapore estate duty
upon such individual’s death. Singapore estate duty is payable to the extent that the value of our Shares
aggregated with any other assets subject to Singapore estate duty exceeds S$600,000. Unless other
exemptions apply to the other assets, for example, the separate exemption limit for residential properties,
any excess beyond S$600,000 will be taxed at 5 per cent. of the first S$12,000,000 of the individual’s
Singapore chargeable assets and thereafter at 10 per cent. Individuals, whether or not domiciled in
Singapore should consult their own tax advisors regarding the Singapore estate duty consequences of
their ownership of our Shares.
Goods and Services Tax (“GST”)
The sale of shares is considered a supply of services for GST purposes. Generally, a supply of services
made by a GST-registered person is subject to GST at the current rate of 7% unless the supply of
services can qualify for zero-rating (i.e. charge GST at 0%) under Section 21(3) of the Goods and
Services Tax Act (Cap. 117A) (“GST Act”) or can qualify for exemption under the Fourth Schedule to the
GST Act.
The sale of shares by a GST-registered investor in the course of or furtherance of a business carried on
by him through the Singapore Exchange or to another person belonging in Singapore qualifies for
exemption under the Fourth Schedule to the GST Act. However, any input GST which is incurred by the
investor in making exempt supplies is not recoverable from the Comptroller of GST.
If the sale of shares by a GST-registered investor is made to another person belonging outside
Singapore, and that person is outside Singapore when the sale is executed, the sale would qualify for
zero-rating under Section 21(3)(j) of the GST Act. Input GST which is incurred by the investor in making
zero-rated supplies is fully recoverable from the Comptroller of GST.
Brokerage, handling and clearing fees in connection with the sale or acquisition of shares charged by a
GST-registered person (e.g. broker) to an investor belonging to Singapore is subject to GST at the current
rate of 7%. Similar services rendered to an investor belonging outside Singapore should qualify for zero-
rating provided that the investor is outside Singapore when the services are performed and the services
provided do not benefit any Singapore persons.
TAXATION
150


HONG KONG TAXATION
Profits Tax
Hong Kong profits tax is chargeable on every person, including corporations, partnerships, trustees and
bodies of persons carrying on any trade, profession or business in Hong Kong in respect of his/its
assessable profits (excluding profits arising from the sale of capital assets) arising in or derived from
Hong Kong from the conduct of such trade, profession or business. Non-residents in receipt of such
profits are also subject to profit tax. The current profits tax rate is 17.5% for corporations while sole
proprietorships, partnerships and other unincorporated businesses are taxed at a rate of 16%.
Stamp Duty
Stamp duty is payable on contract note for sale or purchase of any Hong Kong stock (i.e. stock the
transfer of which is required to be registered in Hong Kong) at the rate of 0.2% of the consideration or, if
higher, the value of the Hong Kong stock being sold or transferred. This is payable half by the vendor and
half by the purchaser.
Other Taxes
Currently, there is no capital gains tax or turnover or sales taxes in Hong Kong.
Professional Tax Advice Recommended
If you are unsure about the taxation implications of subscribing for, purchasing, holding, disposing of,
dealing in, or the exercise of any rights in relation to the New Shares, you should consult an expert. Our
Company, our Directors or any person involved in the Invitation do not accept responsibility for any tax
effects on or liabilities resulting from the subscription for, purchase, holding, disposing of, dealing in, or
the exercise of any rights in relation to the New Shares.
JAPAN TAXATION 
General
Individual income taxes in Japan consist of national income tax and local inhabitant tax. An individual with
a domicile or residence in Japan for a period of one year or longer (“resident”) is subject to national and
local income taxes on worldwide income, while an individual other than a resident (“non-resident”)
having no permanent facility in Japan is subject to only national income tax solely upon income from
sources within Japan. A resident who does not possess Japanese nationality and has maintained a
residence or domicile in Japan over a period of no more than five years in the last ten years, is treated as
“a non-permanent resident”. A non-permanent resident taxpayer is subject to national and local income
taxes solely on income derived from sources within Japan and income derived from foreign sources paid
in Japan or remitted to Japan.
National income tax rates are progressive, ranging from 5% to 40% in 2007. Local inhabitant tax rate is
10% in 2007. However, interest income, capital gains from transfer of stocks etc. are taxed separately
from other income at special rates specified in the Special Taxation Measures Law.
Japanese corporate taxes consist of corporate income tax (national tax), income tax and enterprise tax
(local tax) and other local taxes.
Domestic corporations, including subsidiaries and joint ventures established under the Japanese law by
foreign enterprises are subject to corporate income tax on their worldwide income and other corporate
taxes.
Foreign corporations operating in Japan through branches are liable for the corporate income tax on the
entire income from sources within Japan and other corporate taxes.
TAXATION
151


Dividends
With respect to individual taxpayers, dividend income may be taxed as aggregate income or separately
from other income at their choice. Withholding income tax will be imposed on dividends if dividends be
paid through a paying agent in Japan. The withholding tax rate for dividends from shares listed in Japan
and overseas is 10%, comprising national tax of 7% and local tax of 3% until 31 March 2009, and 20%
thereafter, comprising national tax of 15% and local tax of 5%.
Corporate taxpayers enjoy a benefit of deduction from gross income a certain portion of dividend.
Capital Gain
With respect to individual taxpayers, capital gains derived from the transfer of stocks are taxed separately
from other income by filing a return. The current tax rate applied to these capital gains is 20%, comprising
national tax of 15% and local tax of 5% (10% for listed stocks, comprising national tax of 7% and local tax
of 3% until 31 December 2008).
As for corporate taxpayers, capital gains from the sale of securities are subject to ordinary corporate
income taxes in the same manner as ordinary income.
Inheritance Tax
Inheritance tax is imposed on the total value of all properties acquired through inheritance or bequest,
less liabilities and funeral expenses. Properties are appraised based on current prices or values at the
time of acquisition. Our Shares held by an individual domiciled in Japan are generally subject to
Japanese Inheritance Tax upon such individual’s death.
PRC TAXATION
Tax Legislation
At present, the State Organisations that have authority to formulate tax laws or tax policy mainly include
the National People’ s Congress (the “NPC”) and its Standing Committee, State Council, Ministry of
Finance, State Administration of Taxation, Tariff and Classification Committee of the State Council, and
General Administration of Customs.
(a)
Tax laws are enacted by the NPC, e.g. the Individual Income Tax Law of the People’s Republic of
China; or enacted by the Standing Committee of the NPC, e.g. the Tax Collection and
Administration Law of the People’s Republic of China.
(b)
The administrative regulations and rules concerning taxation are formulated by the State Council,
e.g., the Detailed Rules for the Implementation of the Tax Collection and Administration Law of the
People’s Republic of China, the Detailed Regulations for the Implementation of the Individual
Income Tax Law of the People’s Republic of China and the Provisional Regulations of the People’s
Republic of China on VAT.
(c)
The departmental rules concerning taxation are formulated by the Ministry of Finance, the State
Administration of Taxation, the Tariff and Classification Committee of the State Council, and the
General Administration of Customs, e.g., the Detailed Rules for the Implementation of the
Provisional Regulations of the People’s Republic of China on VAT and the Provisional Measures for
Voluntary Reporting of the Individual Income Tax.
TAXATION
152


Foreign Investment Taxation
According to the “Circular on Questions related to Provisional Regulations concerning Taxations including
Value-Added Tax, Consumption Tax and Business Tax Applicable to Foreign Investment Enterprises and
Foreign Enterprises”
, the following tax categories are applicable to foreign investment enterprises:
(1) 
Value-Added Tax 
(2)
Consumption Tax 
(3) 
Business Tax  
(4)
Income Tax
(5)
Land Value-Added Tax
(6) 
Resources Tax
(7)
Stamp Tax
(8) 
Animal Slaughter Tax
(9) 
Urban Real Estate Tax
(10) Vehicle and Shipping License Tax
(11) Contract Tax 
Customs Tax is also applicable for foreign investment enterprises with imports and exports.
The most important tax categories are as follows:
(a)
Income Tax on foreign investment enterprises 
The applicable income tax laws, regulations, notices and decisions (collectively referred to as
“Applicable Foreign Enterprises Tax Law”) related to foreign investment enterprises and their
investors include, without limitation to, the following:
(i) 
Income Tax Law of the PRC on Foreign Investment Enterprises and Foreign Enterprises
adopted by the NPC on 9 April 1991
which came into effect on 1 July 1991 and would be revoked on 1 January 2008;
(ii) 
Implementing Rules of the Income Tax Law of the PRC on Foreign Investment Enterprises
and 
Foreign 
Enterprises 
promulgated by the State Council on 30 June 1991 and came into effect on 1 July 1991;
(iii)
Notice Relating to Income Tax for Foreign Investment Enterprises and Foreign Enterprises In
a Number of Law Enforcement Issues 
promulgated by State Tax Bureau on 21 August 2000 and effective on 1 July
2000; and
(iv)
The Enterprise Income Tax Law of the PRC 
adopted by the
NPC on 16 March 2007 and effective on 1 January 2008.
TAXATION
153


According to the Applicable Foreign Enterprises Tax Law, before the Enterprise Income Tax Law of
the PRC 
comes into effect, a foreign investment enterprise is
required to pay a national income tax at a rate of 30% of their taxable income and a local income
tax at a rate of 3% of their taxable income. The main tax preference is as follow:
(i)
A foreign investment enterprise engaged in production having a period of operation of not
less than 10 years shall be exempted from income tax for the first two profit making years
and a 50% reduction in the income tax payable for the next three years. The income tax
concession for foreign investment enterprises engaged in the exploitation of resources such
as petroleum, natural gas, rare metals and precious metals are regulated separately by the
State Council.
(ii)
Foreign investment enterprises established in special economic zones, foreign enterprises
having an establishment in special economic zones engaged in production or business
operations and foreign investment enterprises engaged in production in economic and
technological zones may pay income tax at a reduced rate of 15%. Foreign investment
enterprises engaged in production established in coastal economic open zones or in the old
urban districts of cities where the special economic zones or the economic and technological
development zones are located may pay income tax at a reduced rate of 24%.
The Enterprise Income Tax Law of the PRC 
sets a new income tax
rate of 25% for all resident enterprises. The main tax rates are as follows:
(i)
A preferential rate of 20% to eligible small low-profit enterprises and a preferential rate of
15% to hi-tech enterprises receiving priority support from the State (Article 28)
(ii)
More tax preferential treatment to venture investment enterprises (Article 31) and to
enterprises investing in environmental protection, energy and water conservation, work
safety, etc. (Article 34).
(iii)
Preferential tax policy on investment in agriculture, forestry, animal husbandry, fisheries and
infrastructure construction, income from environmental protection projects and eligible
technology transfer (Article 27).
(iv)
Direct tax reduction or exemption with a substitute preferential policy for labor service
enterprises, welfare enterprises and enterprises making comprehensive use of resources
(Articles 30 and 33).
(v)
Transitional measures for enterprises enjoying the existing statutory tax preferential
treatment: old enterprises established before the Enterprise Income Tax Law of the PRC
becomes effective, who were entitled to enjoy an income tax rate of 15% or 24% under the
current tax laws may, pursuant to the regulations of the State Council, continue to enjoy a
gradually increasing transitional income tax rate within five years after the new Enterprise
Income Tax Law becomes effective. Old enterprises entitled to enjoy regular tax reduction
and exemption treatment under the current income tax laws may continue to enjoy remaining
incentives in accordance with the requirements and period specified by the current income
tax laws. However, for enterprises that have not made any profits and thus not enjoyed such
preferential treatment, the period for enjoying preferential treatment shall be calculated from
the year in which the new Enterprise Income Tax Law becomes effective. The State Council
shall develop measures for implementing such transitional incentives (Article 57).
(b)
Value-Added Tax
All units and individuals which and who, in the territory of the PRC, sell goods, render services
such as processing, repair and spare parts replacement, or import goods, shall be the taxpayers of
value-added tax.
TAXATION
154


The value-added tax rate in the PRC shall be:
(i)
17% for sales or import of goods and providing service of processing and repair services;
(ii)
13% for sales or import of grain, edible oil coal gas, natural gas, coal products for civil use,
books, newspapers, magazines, etc.; and
(iii)
0% for export goods, except for those that the State Council has made special provisions.
(c)
Business Tax
There are nine business tax rates, ranging from 5% (communications and transportation industry)
to 20% (recreation industry).
(d)
Consumption Tax
Consumption tax has, in all, 11 tax items and 25 tax rates (tax volumes), from the lowest 3% to the
highest 45%. The tax rate is generally decided by prices in the production process, however, the
tax rate for yellow rice wine, beer, petrol and diesel oil is determined by the quantity in production.
The taxable export consumer goods, except those subject to special State provisions, should be
exempt from consumption tax.
(e)
Land Value-Added Tax
There are four categories of tax rates applicable under Land Value-Added Tax:
(i)
For the part of increased value that does not surpass 50% of the deduction of fixed items,
the tax rate is 30%.
(ii)
For the part of increased value that surpasses 50% but no more than 100% of the deduction
of fixed items, the tax rate is 40%.
(iii)
For the part of increased value that surpasses 100% but no more than 200% of the
deduction of fixed items, the tax rate is 50%.
(iv)
For the part of increased value that surpasses 200% of the deduction of fixed items, the tax
rate is 60%.
(f)
Urban Real Estate Tax
The owner or lessee (agent and user in cases where the owner and lesseet is unidentifiable) is the
tax payer. The Urban Real Estate Tax of foreign investment enterprises should be levied quarterly
at an annual tax rate of 1.2%, and they may enjoy a 30% reduction of assessed tax.
(g)
Customs Tax
(i)
Import: Tariffs and import-related value-added tax shall be exempted with respect to
imported equipment for foreign investment enterprises’ own use within the total amount of
investment in foreign business investment projects that transfer technology and are
consistent with the category of encouragement and the restricted B category under the
“Catalogue of Industries Guidance for Foreign Business Investment”
,
with the exception of commodities listed in the “Catalogue of Import Commodities for Foreign
Business Investment Projects with no Tax Exemption”
.
(ii)
Export: Foreign investment enterprises that export self-manufactured products, with the
exception of restricted exports, shall be exempt from export-related tax, subject to foreign
rules and regulations.
TAXATION
155


(iii)
Bonded commodities: The necessary imports for foreign investment enterprises to produce
exports, such as raw materials, fuel, parts and components, accessories or packaging
materials are regarded by Customs as bonded commodities.
TAXATION
156


Upon listing and quotation on the SGX-ST, our Shares will be traded under the book-entry settlement
system of the CDP
, and all dealings in and transactions of the Shares through the SGX-ST 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 will not be treated, under our Articles and the Cayman Companies Law as
members of our Company in respect of the number of Shares credited to their respective Securities
Accounts.
Persons holding the Shares in Securities Account 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 the SGX-ST, although
they will be prima facie evidence of title and may be transferred in accordance with our Articles. A fee of
S$10 for each withdrawal of 1,000 Shares or less and a fee of S$25 for each withdrawal of more than
1,000 Shares is payable upon withdrawing the Shares from the book-entry settlement system and
obtaining physical share certificates. In addition, a fee of S$2 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 S$10 is
also payable where our Shares are withdrawn in the name of the person withdrawing our Shares or
S$0.20 per S$100 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 the SGX-ST 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 S$20 is payable upon the deposit of each instrument
of transfer with CDP
.
Transactions in our Shares under the book-entry settlement system will be reflected by the seller’s
Securities Account being debited with the number of Shares sold and the buyer’s Securities Account
being credited with the number of Shares acquired. No transfer of stamp duty is currently payable for the
Shares that are settled on a book-entry basis.
A Singapore clearing fee for trades in our Shares on the SGX-ST is payable at the rate of 0.05 per cent.
of the transaction value subject to a maximum of S$200 per transaction. The clearing fee, instrument of
transfer deposit fee and share withdrawal fee may be subject to Singapore Goods and Services Tax.
Dealings of 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 the SGX-ST 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 agent. The CDP agent
may be a member company of the SGX-ST, bank, merchant bank or trust company.
CLEARANCE AND SETTLEMENT
157


INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS 
1.
The name, age, address, principal occupation and business and working experience of each of our
Directors and Executive Officers are set out in the section entitled “Directors, Management and
Staff” in this Prospectus.
2.
The present and past directorships other than directorships held in our Company (held in the five
years preceding the Latest Practicable Date) of each of our Directors, in other companies are as
follows:
Name
Present Directorships
Past Directorships
Executive Directors
Motokuni Yamashiro
Group Companies
Group Companies
Uni-Asia Fund Management Co., Ltd
Offshore Property Investment
Uni-Asia Services and Agency Co., 
Corporation 
Ltd
Uni-Asia Capital Co., Ltd
Uni-Asia Capital (Singapore) Limited
Associated Companies
Associated Companies
None
Capital Advisers
Other Companies
Other Companies
None
None
Kazuhiko Yoshida
Group Companies
Group Companies
Offshore Property Investment
None
Corporation
Uni-Asia Capital Co., Ltd
Uni-Asia Capital (Singapore) Limited
Uni-Asia Finance Corporation (Japan)
Uni-Asia Fund Management Co., Ltd
Uni-Asia Guangzhou Property
Management Co. Ltd.
Uni-Asia Services and Agency Co., Ltd
Associated Companies
Associated Companies
Capital Advisers 
None
Other Companies
Other Companies
Founders Corporation
None
Prosperity Containership S.A.
Michio Tanamoto
Group Companies
Group Companies
Uni-Asia Capital Co., Ltd
None
Uni-Asia Capital (Singapore) Limited
Uni-Asia Finance Corporation (Japan)
Uni-Asia Guangzhou Property
Management Co. Ltd.
Associated Companies
Associated Companies
Capital Advisers
None
Uni-Ships and Management Limited
GENERAL AND STATUTORY INFORMATION
158


Name
Present Directorships
Past Directorships
Michio Tanamoto
Other Companies
Other Companies
Euro Asia II Inc., Panama
None
Euro Asia III Inc., Panama 
Founders Corporation
Ocean Target Limited (in liquidation)
Ocean Time Limited (in liquidation)
Prosperity Containership S.A.
Non-Executive Directors
Hamilton Jian Ren Chueh
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
Asia Leasing Limited (in liquidation)
Evergreen Energy Technology
Evergreen International Corporation
Corporation (Singapore) Pte. Ltd
Evergreen Laurel Hotel (Paris) S.A.
(liquidated)
Evergreen Reinsurance Co
Greencompass Marine S.A.
Uniglory HK Ltd.
Jörg Wilhelm Schelp
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
None
None
Robert Van Jin Nien
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
Acewise Holdings Limited
Allway Gardens Management &
Amco Finance Holdings S.A.
Services Limited (liquidated)
Anber Investments Limited
Art Way Limited (liquidated)
Banbury Investments Limited
Daring March Company Limited
Bayern Gourmet Food Company
(liquidated)
Limited
EAC Holdings (BVI) Limited
Beecroft International Limited 
(liquidated)
Boro Investment Limited 
East Asia Capital (L) Limited
Chee Shing Company Limited
(liquidated)
Consolidated Construction 
Empresa de Construcoes e
Resources Limited
Fabquip Hong Kong Limited
Converse Limited
(liquidated)
Delta Roads Limited 
Fair Bong Limited (liquidated)
Dover Hills Investments Limited
Fomento Predial Hopewell (Macau)
Exgratia Company Limited 
Limitada
Fastwin Investment Limited
Fungus Company Limited (liquidated)
GENERAL AND STATUTORY INFORMATION
159


Name
Present Directorships
Past Directorships
Robert Van Jin Nien
Other Companies
Other Companies
Forbes Resources Limited
Harapbaik Construction (Malaysia) 
Galette Company Limited
Sdn. Bhd. (liquidated)
Goldhill Investments (B.V.I.) Limited
Hofine Limited (liquidated) 
Goldhill Investments Limited 
Hopewell 102 Limited (liquidated)
Goldmax Resources Limited 
Hopewell 104 Limited (liquidated)
Goldvista Properties Limited 
Hopewell Credit Limited (liquidated)
Gomark Holdings Ltd.
Hopewell Engineering & Construction
Guangzhou-Shenzhen Superhighway 
Limited (liquidated)
(Holdings) Ltd.
Hopewell Finance Limited (liquidated)
Happy Gain Resources Limited
Hopewell Guangzhou Ring Road
HCNH Insurance Brokers Limited
(Hong Kong) Limited (liquidated)
HH Finance Limited 
Hopewell Humen Development
HH Nominees Limited
Limited (liquidated)
HITEC Management Limited 
Hopewell International Limited
Hong Kong Bowling City Limited
(liquidated)
Hong Kong Insurance Agency Limited
Hopewell Shunde Highway 105
HOPEC Engineering Design Limited
Limited (liquidated)
Hopewell 106 Limited
Hopewell Xintang Development 
Hopewell 108 Limited 
(H.K.) Limited (liquidated)
Hopewell 110 Limited  
Hopewell Xintang Development
Hopewell (Broadview Villa) Car Parks
Limited (liquidated)
Management Limited
Indonesia Slipform Holding (L) Ltd
Hopewell Centre Management Limited 
(liquidated)
Hopewell China Development Limited
Indonesia Slipform (L) Ltd 
Hopewell Construction Company,
(liquidated) 
Limited 
Indonesia Tileman (BVI) Limited
Hopewell Development Company 
(liquidated)
Limited 
Indonesian Tileman Holding (L) Ltd
Hopewell Engineering & Construction
(liquidated)
(B.V.I.) Limited 
Indonesia Tileman (L) Ltd
Hopewell Engineering & Construction
(liquidated)
(Macau) Limited 
Indonesia Tileman Nominee (BVI) 
Hopewell Engineering Design Limited
Limited (liquidated)
Hopewell Hitec (B.V.I.) Limited
Joyful Year Limited (liquidated)
Hopewell Holdings Limited 
Kanematsu Power (South China)
Hopewell Hospitality Company Limited 
Co. Ltd. (liquidated)
Hopewell Housing Limited
Kanetalho Properties Limited
Hopewell Huang Gang Development
(liquidated)
(B.V.I.) Limited
Mega Hotels International Limited
Hopewell Huang Gang Development
(liquidated)
Limited  
Newpac (Hong Kong) Limited
Hopewell-Kanematsu (China)
(liquidated)
Development Holdings Limited 
Newpac Limited (liquidated)
Hopewell Ma Chung Development
Onway Company, Limited 
(H.K.) Limited
(liquidated)
Hopewell Ma Chung Development  
Power Project Services (L) Ltd
Limited
(liquidated)
Hopewell Properties (B.V.I.) Limited
Singway Company, Limited 
Hopewell Property Management
(liquidated)
Company Limited 
Suffield Company Limited 
Hopewell Rail Limited
(liquidated)
Hopewell Slipform Engineering
Tanjung Jati Slipform (BVI) Limited 
Limited  
(liquidated)
Hopewell Tileman Limited
Tanjung Jati Slipform Construction 
Hopewell Tileman Power System
Limited (liquidated)
Corp. (in liquidation)
Tileman Asia (Hong Kong) Limited
H-Power Investor Limited 
(liquidated)
GENERAL AND STATUTORY INFORMATION
160


Name
Present Directorships
Past Directorships
Robert Van Jin Nien
Other Companies
Other Companies
Indonesia Project Management (L) Ltd.
Truedale Company Limited 
Intek Resources Limited
(liquidated)
International Trademart Company   
Tuxhouse Holdings Limited 
Limited
(liquidated)
IT Catering and Services Limited 
Valeside Investment Limited
Kammer Investment Limited 
(liquidated)
Kinghill Investment Limited
Venlint Holdings Limited 
Kowloon Panda Hotel (B.V.I.) Limited 
(liquidated)
Kowloon Panda Hotel Limited 
Wenshan Holdings Limited 
Ladway Limited
(liquidated)
Lok Foo Company Limited 
Ying Tat Estates Limited 
Lucky Sino Limited
(liquidated)
Manley High Investments Limited 
Manrose Limited 
Mega Hotels Management Limited 
Melo Hope Limited (formerly known as
Hopewell Shunde Roads Limited) 
Mingway Company Limited
Nomusa Limited 
Nova City Property Management 
Limited 
Nova Taipa Gardens Property 
Management Limited 
Nova Taipa-Urbanizacoes, Limitada 
Orchard Resources Limited
Paking Limited
Panda Place Management Limited 
Parkgate Enterprises Limited 
Perfect Joy Limited
Phindorie Company Limited
Powell Resources Ltd.
Primax Investment Limited 
Procelain Properties Ltd.
PT. Hi Power Tubanan 1 
Singway (B.V.I.) Company Limited 
Sky Hover Investment Limited 
Slipform Engineering Limited
Slipform Engineering (Macau) Limited 
Slipform Engineering (U.S.A.) Inc.
Slipform Projects (Philippines), Inc.
(in liquidation) 
Supreme Choice Investments Limited 
Tanjung Jati Construction (BVI) Limited 
Tanjung Jati Holding (BVI) Limited 
Tileman Engineering Services Limited 
Tileman Transportation Systems Limited 
Tubanan Power Limited 
Vibo Limited 
Wetherall Investments (B.V.I.) Limited 
Wetherall Investments Limited 
Wholeson Investment Ltd.
Yeeko Investment Limited 
Yuba Company Limited
GENERAL AND STATUTORY INFORMATION
161


Name
Present Directorships
Past Directorships
Independent Directors
V-Nee Yeh
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
AFI Master Fund, Ltd.
Allman Holdings Limited
Anber Limited (in liquidation)
ASM Asia Recovery Fund
Argyle Street Management (Holdings)
ASM Asia Recovery (Holdings)
Limited
(dissolved)
Argyle Street Management Limited
ASM Asia Recovery (Master) Fund
Arnhold Holdings Limited
ASM Hudson River Fund
Azure Fixed Income Fund, Ltd.
Bioneering Limited (Struck off)
Azure India Real Estate Fund, Ltd
Budi Ikhtiar Sdn. Bhd. (liquidated)
Azure Non-U.S. Real Estate Fund, Ltd
China Travel International Investment
Cheetah Group Holdings Limited
Hong Kong Limited
Cheetah Investment Management
CIM Adviosrs Limited
Limited
Compass Technology Holdings
Cheetah Korea Value Fund
Limited
China Law International Limited
Easeway Engineering Limited
Cogent Spring Limited
Glenwell Orient Limited
Compass Capital Preservation Fund,
Globpac Development Limited
Ltd.
(liquidated)
Compass Global Equity Fund, Ltd.
HC Capital (BVI) Limited
Compass Global Fixed Income Fund,
HC Capital Limited
Ltd.
HCG Insurance Services Limited
Cotteen Investments Limited
Hebei An Neng Hsin Chong
Cyberstreet Developments Limited
Construction Company Limited
Deventer Limited
Host Leader International Limited
Firmwin Peak Limited
(deregistered)
Focal Point Investments Limited
Hsin Chong Development (China)
G&H Acquisitions I, Inc.
Limited
G&H Acquisitions II, Inc.
Hsin Chong Johnson Controls IFM
G&H Acquisitions III, Inc.
Limited
G&H Real Estate LLC
Insight One Investments Limited
G and H Enterprises (Liberia) Ltd.
Ocean Grand Chemicals Holdings
GHY Company Limited
Limited (in liquidation) 
Go-CDMA Limited
Pacific Squaw Creek, Inc.
Goldian Limited 
Sucasa Sdn. Bhd.
Harrots Limited
Transpac Industrial Holdings
HC Liberia Ltd.
Limited
HCV Pacific Partners LLC
Value Partners Private Equity
Hsin Chong Construction (BVI) Ltd.
Limited (formerly known as VP
Hsin Chong Construction Group Ltd.
Private Equity Limited)
Hsin Chong Development (Vietnam)
Yu Ming Investments Limited
Limited
Hsin Chong Holdings (BVI) Limited
Hsin Chong Holdings (H.K.) Limited
Hsin Chong International Holdings
Limited
GENERAL AND STATUTORY INFORMATION
162


Name
Present Directorships
Past Directorships
V-Nee Yeh
Other Companies
Other Companies
Hysan Development Company Limited
Japan High Yield Property Fund 
Limited
Japan Regional Assets Manager 
Limited
Key Finance Limited
Kingway Brewery Holdings Limited
KSDC Limited
Mandarin IT Fund I
Mandarin IT Fund II
Mandarin Venture Partners Ltd.
Mandarin VP (BVI) Limited 
Mandarin VP (HK) Limited
Mariscal Limited
Mensa Management Limited
Next Media Limited
Orient Partners Inc.
Orient Realty Inc.
Pacventure Developments, Inc.
Pedder Street Asia Absolute Return 
Fund Limited
Pedder Street Asia Absolute Return 
Master Fund Limited
Rife Yard Limited
Rocheland Company Limited
Shun Kin Enterprises Limited
Shun Tak Holdings Limited
Steel China Access Capital Partners
Limited
Summit Insurance (Asia) Limited
Target Asia Fund Limited
Topway Investments Limited
Value Partners Hong Kong Limited
Value Partners Limited
VP Special Situations I Limited
Webswin Limited
Wellhurst Company Limited
Wrights Point Limited
Yeh-Lloyds Partners Ltd.
Ang Miah Khiang
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
Anwell Technologies Limited
East Asia GE Commercial Finance 
Asia Enterprises Holding Limited
Ltd
BRIS Information Services Sdn Bhd
Eucon Holding Limited
(as alternate director)
GE Capital Trade Services Ltd
DP Credit Bureau Pte Ltd
GE Commercial Financing
DP Information Network Pte Ltd
(Singapore) Ltd
Heller Factoring (Malaysia) Sdn Bhd
HIG Asia Pacific Management Pte 
(in liquidation)
Ltd (in liquidation)
Pan Asian Water Solutions Limited
Kasikorn Factoring Co, Ltd
RAM-DP Information Services Sdn Bhd
Rotol Singapore Ltd 
Sei Woo Technologies Limited
TUV SUD PSB Corporation Pte. Ltd
GENERAL AND STATUTORY INFORMATION
163


Name
Present Directorships
Past Directorships
Ronnie Teo Heng Hock
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
Behringer Corporation Ltd
Cheung Woh Technologies Ltd
Berger International Limited
DM Analytics Pte Ltd (liquidated)
Berger Paints Singapore Pte Ltd
Speedy-Tech Electronics Ltd 
Financial Reengineering Pte Ltd
Stewardship Capital Pte Ltd
Shanghai Asia Holdings Ltd
Stewardship Equity Pte Ltd
Stewardship Learning Pte Ltd
(liquidated) 
(in liquidation)
Stewardship Partners Pte Ltd 
SunVic Chemical Holdings Limited
(liquidated)
3.
The present and past directorships (held in the five years preceding the Latest Practicable Date) of
each of our Executive Officers are as follows:
Name
Present Directorships
Past Directorships
Executive Officers
Masaki Fukumori
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
Akebono Capital Limited
Fortitude Maritime Inc.
Ever Union Ltd
Shine Line Ltd.
Falcon Containership S.A.
Fortitude Containership S.A.
Glad Mate Ltd 
Harmonic Shipping S.A.
Honest Rays Ltd
Infinite Asset Management (Pte) 
Limited
Join Mate Ltd
Kabushikikaisha Tenshodo
Kok Shipping Inc 
Matin Shipping Limited
Nova Shipping S.A.
Panmax Tanker S.A.
Prosperity Containership S.A.
Rich Containership S.A.
Searex Asset Management Ltd
Sentic Limited
Sunny Law Co., Ltd
Sunrise Shipping S.A.
Union Ace Ltd
Union Containership S.A.
Wave Dancer Ltd
GENERAL AND STATUTORY INFORMATION
164


Name
Present Directorships
Past Directorships
Masahiro Iwabuchi
Group Companies
Group Companies
Uni-Asia Guangzhou Property 
None
Management Co. Ltd.
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
AAA Strategic Investment Ltd
None
Kenji Fukuyado
Group Companies
Group Companies
None
Uni-Asia Capital (Singapore) Limited
Uni-Asia Finance Corporation (Japan)
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
None
None
Clementine Man Ting Ng
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
None
Kaizen Property Management Limited
Thomas Cheung Fook-Loi
Group Companies
Group Companies
None
None
Associated Companies
Associated Companies
None
None
Other Companies
Other Companies
None
None
4.
Save as disclosed in this section of the Prospectus, none of our Directors or Executive Officers is
or was involved in any of the following events:-
(a)
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
he was a partner or at any time within two years from the date he ceased to be a partner;
(b)
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 the entity is the trustee of a business trust, that business
trust, on the ground of insolvency;
GENERAL AND STATUTORY INFORMATION
165


(c)
any unsatisfied judgments against him;
(d)
a conviction 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 which he is aware of) for such purpose;
(e)
a conviction 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 which he is aware of) for such breach;
(f)
during the last ten years, judgment entered against him in any civil proceeding 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, been the subject of or any civil proceedings
(including any pending civil proceedings which he is aware of) involving an allegation of
fraud, misrepresentation or dishonesty on his part;
(g)
a conviction in Singapore or elsewhere of any offence in connection with the formation or
management of any entity or business trust;
(h)
disqualification 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)
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)
to his knowledge, been concerned with the management or conduct, in Singapore or
elsewhere, of 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;
(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; and
(k)
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 government agency, whether in Singapore or elsewhere.
One of our Independent Directors, Mr. V-Nee Yeh, was a non-executive director and member of the
audit committee of Ocean Grand Chemicals Holdings Limited (“OGC”). OGC is a company
incorporated in Bermuda with limited liability and is currently listed on the Stock Exchange of Hong
Kong Limited (“HKSE”).
GENERAL AND STATUTORY INFORMATION
166


In early July 2006, OGC’s auditors, PricewaterhouseCoopers, alerted the OGC audit committee of
potential accounting irregularities. OGC audit committee then instructed Deloitte & Touche Forensic
Services Limited (“DTFS”) to enquire into certain accounting issues relating to certain of its
subsidiaries. In the course of its investigations, DTFS found material discrepancies in the actual
cash and bank balances of one of OGC’s subsidiaries as compared to the management accounts
of that subsidiary previously provided by that subsidiary to OGC. DTFS also noted that a
substantial amount of money was transferred out from the bank accounts of one of OGC’s
subsidiaries on 17 July 2006 to payees that were not companies within the OGC group of
companies. Trading of OGC shares on the HKSE was suspended on 17 July 2006 and remains
suspended as at the Latest Practicable Date.
The OGC board of directors resolved to apply to the Hong Kong and Bermuda courts for the
appointment of provisional liquidators in order to protect the assets of OGC and safeguard the
interests of the creditors and shareholders of OGC. Pursuant to the Order of the High Court dated
24 July 2006, Messrs Lai Kar Yan and Joseph Kin Ching Lo, both of Messrs Deloitte Touche
Tohmatsu, have been appointed jointly and severally as the provisional liquidators of OGC. Taking
into account the appointment of provisional liquidators to protect the interests of OGC, Mr. Yeh,
together with both independent non-executive directors, resigned from the OGC board of directors
on 26 July 2006. An enquiry was commenced by the Securities and Futures Commission of Hong
Kong into the affairs of OGC and Ocean Grand Holdings Limited (the parent company of OGC also
listed on the HKSE). As far as Mr. Yeh is aware, as at the Latest Practicable Date, the investigations
by DTFS and SFC on the aforesaid matters are still ongoing.
According to the latest announcement of OGC dated 27 December 2006, the hearing of the
petitions to wind up OGC was adjourned to 16 April 2007 and the provisional liquidators
investigations into OGC are continuing.
5.
The aggregate remuneration paid to our Directors for services rendered in all capacities to our
Company and our subsidiaries for the last financial year ended 31 December 2006 was
approximately US$2.5 million. For the current financial year ending 31 December 2007, the
aggregate remuneration payable to Directors by our Group (including fees paid under any service
agreements with the Directors) is estimated to be approximately US$2.7 million.
6.
Save as disclosed in the section entitled “Service Agreements” of this Prospectus, there are no
existing or proposed service contracts between our Executive Directors or Executive Officers and
our Company or any of our subsidiaries.
7.
There is no shareholding qualification for Directors under our Articles.
8.
No option to subscribe for shares in, or debentures of, our Company or any of our subsidiaries has
been granted to, or was exercised by, any of our Directors or Executive Officers within the last
financial year.
9.
Save for any options to be granted under the Uni-Asia Share Option Scheme, our Company has no
intention of granting any options to subscribe for any shares in or debentures of our Company or
any of our subsidiaries. As at the date of this Prospectus, no options have been granted or agreed
to be granted under the Uni-Asia Share Option Scheme.
10.
None of our Directors is interested, directly or indirectly, in the promotion of, or in any property or
assets which have, within the two years preceding the date of this Prospectus, been acquired or
disposed of by or leased to, our Company or any of our subsidiaries, or are proposed to be
acquired or disposed of by or leased to our Company or any of our subsidiaries.
11.
None of our Directors or Executive Officers or Substantial Shareholders of our Company have any
substantial interest, direct or indirect, in any company carrying on a similar trade as our Company
or our subsidiaries.
GENERAL AND STATUTORY INFORMATION
167


12.
No sum or benefit has been paid or is agreed to be paid to any Director, Executive Officer or
expert, or to any firm in which such Director, Executive Officer or expert is a partner or any
corporation in which such Director, Executive Officer or expert holds shares or debentures, in cash
or shares or otherwise, by any person to induce him to become, or to qualify him as, a Director or
Executive Officer, or otherwise for services rendered by him or by such firm or corporation in
connection with the promotion or formation of our Company.
13.
None of our Directors has any interest in any existing contract or arrangement which is significant
in relation to the business of our Company and our subsidiaries, taken as a whole.
SHARE CAPITAL
14.
As at the Latest Practicable Date, there is only one class of shares in the capital of our Company.
There are no founder, management or deferred shares. The rights and privileges attached to our
Shares are stated in our Articles.
15.
Save as disclosed in the sections entitled “Share Capital” and “General Information on our Group”
of this Prospectus, there were no changes in the issued and paid-up share capital of our Company
and our subsidiaries within the three years preceding the Latest Practicable Date.
16.
No shares in, or debentures of, our Company or any of our subsidiaries have been issued, or are
proposed to be issued, as fully or partly paid for cash or for a consideration other than cash, during
the last two years. A summary of the provisions of our Articles relating to, inter alia, the
remuneration, voting rights on proposals, arrangements or contracts in which Directors are
interested, borrowing powers of our Directors, the voting rights and dividend rights of members of
our Company are set out in Appendix D “Summary of the Constitution of our Company” and
Appendix E “Summary of Cayman Islands Company Law” of this Prospectus.
BANK BORROWINGS AND WORKING CAPITAL
17.
Save as disclosed under the section entitled “Capitalisation and Indebtedness” in this Prospectus,
our Group had no other borrowings or indebtedness in the nature of borrowings including bank
overdrafts and liabilities under acceptances (other than normal trading bills) or acceptance credits,
mortgages, charges, hire purchase commitments, guarantees or other contingent liabilities as at
the Latest Practicable Date.
MATERIAL CONTRACTS
18.
Our Company and our subsidiaries have not entered into any material contracts, not being
contracts entered into in the ordinary course of business, within the two years preceding the date
of lodgment of this Prospectus.
LITIGATION
19.
As at the Latest Practicable Date, neither our Company nor any of our subsidiaries are engaged in
any legal or arbitration proceedings as plaintiff or defendant including those which are pending or
known to be contemplated which may have or have had in the last 12 months before the date of
lodgment of this Prospectus, a material effect on the financial position or the profitability of our
Company or any of our subsidiaries.
MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS
20.
Pursuant to the Management and Underwriting Agreement dated 8 August 2007 entered into
between our Company and DBS Bank as the Manager and the Underwriter, our Company
appointed DBS Bank to manage the Invitation. DBS Bank will receive a management fee from our
Company for its services rendered in connection with the Invitation.
GENERAL AND STATUTORY INFORMATION
168


Pursuant to the Management and Underwriting Agreement, the Underwriter has agreed to
underwrite the Offer Shares for a commission of 2.75 per cent. of the Invitation Price for each Offer
Share payable by our Company pursuant to the Invitation. DBS Bank may, at its absolute
discretion, appoint one or more sub-underwriters to sub-underwrite the Offer Shares.
21.
Pursuant to the Placement Agreement dated 8 August 2007 (the “Placement Agreement”) entered
into between our Company and DBS Bank as Placement Agent, DBS Bank has agreed to
subscribe for and/or procure subscribers for the Placement Shares for a placement commission of
2.75 per cent. of the Invitation Price for each Placement Share (save that the placement
commission payable in respect of the aggregate of 15,000,000 Placement Shares, to be
subscribed by Founders Corporation, Exeno Yamamizu, Mitsui & Co., Ltd., and Yamasa Co., Ltd,
shall be 1.75 per cent. of the Invitation Price for each Placement Share), to be paid by our
Company. DBS Bank may, at its absolute discretion, appoint one or more sub-placement agents for
the Placement Shares.
In respect of the Offer Shares, brokerage will be paid to members of the SGX-ST, merchant banks
and members of the Association of Banks in Singapore in respect of successful applications made
on Application Forms bearing their respective stamps, or to Participating Banks in respect of
successful applications made through Electronic Applications at their respective ATMs or their IB
websites. Subscribers of the Placement Shares (excluding Reserved Shares) may be required to
pay brokerage of 1.0 per cent. of the Invitation Price.
22.
The Management and Underwriting Agreement may be terminated by DBS Bank at any time on or
before the close of the Application List on the occurrence of certain events including, inter alia:
(a)
there shall come to the knowledge of the Manager or the Underwriter any breach of certain
representations and warranties in the Management and Underwriting Agreement or that any
of certain representations and warranties by our Company as provided in the Management
and Underwriting Agreement is untrue, inaccurate or misleading; or
(b)
any event or circumstance occurring after the date of the Management and Underwriting
Agreement, which if it had occurred before the date of the Management and Underwriting
Agreement, would have rendered any of the warranties in the Management and Underwriting
Agreement untrue, inaccurate or misleading in any respect; or 
(c)
there shall have been, since the date of the Management and Underwriting Agreement:
(i)
any material adverse change (whether or not foreseeable at the date of the
Management and Underwriting Agreement) in, or any development (which has
occurred or is likely to occur) involving a prospective material adverse change, in the
business or in the condition (financial or otherwise) or prospects of our Company or of
our Group as a whole; or
(ii)
any new or prospective introduction of or any change or prospective change in any
legislation, regulation, order, policy, rule, guideline or directive (including without
prejudice to the generality of the foregoing, in respect of any laws or regulations
relating to taxation or exchange controls) 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 or the SGX-ST or other
authorities in the Cayman Islands, Hong Kong, Japan or the PRC) or in the
interpretation or application thereof any court, government body, regulatory authority
or other competent authority; or
GENERAL AND STATUTORY INFORMATION
169


(iii)
any event or series of events resulting in or representing a change, or any
development involving a prospective change, in local, national, regional or
international financial (including stock market, foreign exchange market, inter-bank
markets or interest rates or money markets), political, industrial, economic, legal or
monetary conditions, taxation or exchange controls (including but without limitation,
the imposition of any moratorium, suspension or material restriction on trading in
securities generally on the SGX-ST due to exceptional financial circumstances or
otherwise); or
(iv)
any imminent threat or occurrence of any local, national or international outbreak or
escalation of hostilities, insurrection or armed conflict (whether or not involving
financial markets); or
(v)
any other occurrence of any nature whatsoever;
which event or events shall in the sole opinion of DBS Bank (1) result in or be likely to result
in a material adverse fluctuation or adverse conditions in the stock market in Singapore or
overseas; or (2) be likely to prejudice the success of the subscription or offer of the New
Shares (whether in the primary market or in respect of dealings in the secondary market); or
(3) make it impracticable, inadvisable, inexpedient or uncommercial to proceed with any of
the transactions contemplated in the Management and Underwriting Agreement; or (4) be
likely to have a material adverse effect on the business, trading position, operations or
prospects of our Company or of our Group as a whole; or (5) be such that no reasonable
underwriter would have entered into the Management and Underwriting Agreement; or (6)
result or be likely to result in the issue of a stop order by the Authority in accordance with
Section 242 of the SFA (notwithstanding that a supplementary or replacement Prospectus is
subsequently registered with the Authority pursuant to Section 241 of the SFA); or (7) make
it uncommercial or otherwise contrary to or outside the usual commercial practices of
underwriters in Singapore for DBS Bank to observe or perform or be obliged to observe or
perform the terms of the Management and Underwriting Agreement; or
(d)
if any of the matters referred above to in this paragraph 22 comes to the notice of DBS Bank
and our Company fails to lodge a supplementary or replacement Prospectus or document
within a reasonable time after being notified of such a material misrepresentation or
omission or fails to promptly take such steps as DBS Bank may reasonably require to inform
investors of the lodgment of such a supplementary prospectus or document.
23.
The Placement Agreement is conditional upon the Management and Underwriting Agreement not
having been terminated or rescinded pursuant to the provisions of the Management and
Underwriting Agreement. In the event that the Management and Underwriting Agreement is
terminated or rescinded, our Company reserves the right, at the absolute discretion of our
Directors, to cancel the Invitation.
24.
Save as disclosed in paragraphs 20 to 23 above, we do not have any material relationship with the
Manager, Underwriter or Placement Agent.
MISCELLANEOUS
25.
The nature of the business of our Company has been stated earlier in this Prospectus. The
corporations which by virtue of Section 6 of the Companies Act are deemed to be related to our
Company are set out in the section entitled “Group Structure” in this Prospectus.
26.
There has been no previous issue of Shares by our Company or offer for sale of our Shares to the
public within the two years preceding the date of this Prospectus.
GENERAL AND STATUTORY INFORMATION
170


27.
The estimated aggregate expenses in connection with the Invitation and the application for listing,
including underwriting commission, placement commission, brokerage, management fees, auditors’
fee, solicitors’ fee, and all other incidental expenses in relation to the Invitation can be broken down
as follows:
Percentage of
gross proceeds
Amount
of the Invitation
(S$’000)
(%)
Listing fees
75
0.2
Professional fees and charges
1,828
5.1
Underwriting and placement commission and brokerage
907
2.5
Miscellaneous expenses
962
2.7
Total estimated expenses
3,772
10.5
The above expenses will be borne by our Company.
28.
There have been no public takeover offers by third-parties in respect of our Shares or by us in
respect of other companies’ shares or units of a business trust which have occurred during the last
and current financial year and up to the Latest Practicable Date.
29.
No amount of cash or securities or benefit has been paid or given to any promoter within the two
years preceding the Latest Practicable Date or is proposed or intended to be paid or given to any
promoter at any time.
30.
Save as disclosed in the section entitled “General and Statutory Information – Management,
Underwriting and Placement Arrangements” in this Prospectus, no commission, discount or
brokerage has been paid or other special terms granted within the two years preceding the Latest
Practicable Date or is payable to any Director, promoter, expert, proposed director or any other
person for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions
for any shares in, or debentures of, our Company or any of our subsidiaries.
31.
No expert is interested, directly or indirectly, in the promotion of, or in any property or assets which
have, within the two years preceding the Latest Practicable Date, been acquired or disposed of by
or leased to our Company or any of our subsidiaries or are proposed to be acquired or disposed of
by or leased to our Company or any of our subsidiaries.
32.
We did not employ, on a contingent basis, any expert who has a material interest, whether direct or
indirect, in our Shares, or has a material economic interest, whether direct or indirect, in our
Company including an interest in the success of the Invitation.
33.
Save as disclosed in the sections entitled “Risk Factors” and “Prospects”, our Directors are not
aware of any relevant material information including trading factors or risks which are unlikely to be
known or anticipated by the general public and which could materially affect the profits of our
Company and our subsidiaries.
34.
Save as disclosed in the sections entitled “Risk Factors” and “Prospects”, the financial condition
and operations of our Group are not likely to be affected by any of the following:
(a)
known trends or demands, commitments, events or uncertainties that will result in or are
reasonably likely to result in our Group’s net sales, profitability, liquidity or capital resources
increasing or decreasing in any material way;
(b)
material commitments for capital expenditure;
GENERAL AND STATUTORY INFORMATION
171


(c)
unusual or infrequent events or transactions or any significant economic changes that
materially affected the amount of reported income from our operations; and
(d)
known trends or uncertainties that have had or that we reasonably expect will have a
material favourable or unfavourable impact on our revenues or operating income.
35.
We currently have no intention of changing our auditors after the listing of our Company on the
SGX-ST.
36.
Save as disclosed under the section entitled “Use of Proceeds” in this Prospectus, no property has
been purchased or acquired or proposed to be purchased or acquired by our Company or our
subsidiaries which is to be paid for wholly or partly out of the proceeds of the Invitation or the
purchase or acquisition of which has not been completed at the date of the issue of this
Prospectus other than property in respect of which the contract for the purchase or acquisition
whereof was entered into in our ordinary course of business or in the ordinary course of business
of our subsidiaries, such contract not being made in contemplation of the Invitation nor the
Invitation in consequence of the contract.
37.
Save as disclosed in the section entitled “General Information on our Group – Business Overview”
in this Prospectus, our Directors are not aware of any event which has        occurred since 31
December 2006 and up to the Latest Practicable Date which may have a material effect on the
financial position and results of our Group.
CONSENTS
38.
The Auditors have given and have not withdrawn their written consent to the issue of this
Prospectus with the inclusion herein of the Reports on the Consolidated Financial Statements of
our Group for FY2004, FY2005 and FY2006 (each of which has not been prepared for the
purposes of incorporation in this Prospectus) as set out in Appendices A, B and C, in the form and
context in which they are included in this Prospectus and references to their name in the form and
context in which they are included in this Prospectus.
39.
The Manager, Underwriter and Placement Agent has given and has not withdrawn its written
consent to the issue of this Prospectus with the inclusion herein of, and all references to, its name
and references thereto in the form and context in which it appears in this Prospectus, and to act in
such capacity in relation to this Prospectus.
40.
Each of the Manager, Underwriter and Placement Agent, the Solicitors to the Invitation, the
Solicitors to the Manager, Underwriter and Placement Agent, the legal advisers to our Company as
to Hong Kong law, Cayman Islands law, British Virgin Islands law, Japan law and PRC law, the
Share Registrar and Singapore Share Transfer Agent, does not make, or purport to make, any
statement in this Prospectus or any statement upon which a statement in this Prospectus is based
and, to the maximum extent permitted by law, expressly disclaim and take no responsibility for any
liability to any person which is based on, or arises out of, the statements, information or opinions in
this Prospectus.
RESPONSIBILITY STATEMENT BY OUR DIRECTORS
41.
This Prospectus has been seen and approved by our Directors and they individually and
collectively accept full responsibility for the accuracy of the information given herein and confirm,
having made all reasonable enquiries, that to the best of their knowledge and belief, the facts
stated and the opinions expressed herein are fair and accurate in all material respects as of the
date hereof and there are no material facts the omission of which would make any statements in
this Prospectus misleading and that this Prospectus constitutes full and true disclosure of all
material facts about the Invitation and our Group.
GENERAL AND STATUTORY INFORMATION
172


DOCUMENTS AVAILABLE FOR INSPECTION
42.
The following documents or copies thereof may be inspected at 8 Shenton Way, #37-04, Singapore
068811 during normal business hours for a period of six months from the date of registration by the
Authority of this Prospectus:
(a)
the Memorandum and Articles of our Company;
(b)
the Reports on the Consolidated Financial Statements for the years ended 31 December
2004, 2005 and 2006 set out in Appendices A, B, and C of this Prospectus respectively;
(c)
the audited financial statements, where available, of each of our subsidiaries for the years
ended 31 December 2004, 2005 and 2006;
(d)
the service agreements referred to in the section entitled “Directors, Management and Staff –
Service Agreements” in this Prospectus; and
(e)
the letters of consent referred to in paragraphs 38 and 39 in the section entitled “General
and Statutory Information – Consents” in this Prospectus.
GENERAL AND STATUTORY INFORMATION
173


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2004
A-1
APPENDIX A
The consolidated financial statements for the year ended 31 December 2004 and the auditors’ report on
the consolidated financial statements for the year ended 31 December 2004 were not prepared for
purposes of inclusion in the Prospectus and, save for references to page numbers which have been
altered to conform to the pagination of the Prospectus, have been reproduced and are set out on pages
A-6 to A-48 and page A-5, respectively.


DIRECTORS’ REPORT TO THE SHAREHOLDERS 
OF UNI-ASIA FINANCE CORPORATION
The directors submit their report together with the audited consolidated financial statements of Uni-Asia
Finance Corporation (the “Group”) for the year ended 31 December 2004.
General information
The principal activities of the Group continue to be in finance arrangement and investment management.
The Group acted in the capacity of principal investor, finance arranger and fund administrator for the
various classes of investments mentioned below. At the end of December 2003, a new investment line in
shipping was launched within the asset finance division and subsequently became a major business
segment within the Group.
The four major operation areas are described hereunder.
–
Structured Finance – Finance arrangement, acting as agent of and participating in syndicated
commercial loans and tax oriented leases; mainly in shipping in Asia.
–
Ship Investment/Management – Acquisition and disposal of ships and the investment management
of assets held by the Group and on behalf of third parties.
–
Distressed Assets Investment/Management – Acquisition and disposal of distressed Asian assets
and the investment management of assets held by the Group and on behalf of third parties.
–
Property Investment/Management – Arrangement of investments and co-investments in the
development and trading of Japanese hotels, commercial and residential properties and the
investment management of the properties held by the Group and on behalf of third parties.
The Group also retains working capital for the purpose of investment in additional projects or businesses
where the directors deem there to be short-term or long-term opportunities in niche areas where the
Group is able to extend its relevant expertise.
Operating and Financial Review
1.
Structured Finance
The Group undertakes structured finance activities under its Hong Kong and Tokyo operations.
The Group arranged 6 syndicated loans and tax leases totalling US$402 million during 2004 (2003:
8 loans/leases totalling US$404.9 million), generating US$2,383,000 (2003: US$3,060,000) in
management fees and US$251,000 (2003: US$283,000) in agency fees.
As at 31 December 2004, the outstanding loans the Group had participating in totalled
US$250,000 generating US$12,000 in interest income during the year (2003: total outstanding was
US$767,000 generating US$30,000 in interest income).
The directors view that the general business circumstances in this area in 2005 would continue to
remain robust due to the strong demand of shipping transportation brought about by the economic
growth in China and the rebound of Asian economies.
A-2
APPENDIX A – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004


DIRECTORS’ REPORT TO THE SHAREHOLDERS 
OF UNI-ASIA FINANCE CORPORATION (Continued)
2.
Ship Investment/Management
The Ship Investment/Management division undertakes to carry out shipping investment
management for the Group and for third parties. In December 2003, the Group ventured into
shipping investment and acted as the investor and administrator of a US$17 million fund, Searex
Asset Management Limited. The Group participated in the fund by the way of subscribing to a
29.4% interest in the outstanding performance notes.
From these shipping investment
management activities including the role as debt arranger and administrator of the fund, the Group
earned a total of US$9,594,000 (2003: US$1,136,000) including US$1,157,000 as upfront fee from
arrangement of 7 syndicated/bilateral loans totalling US$109 million, US$63,000 as agency fee,
US$184,000 as brokerage commission, US$1,415,000 as fund management fee and
US$6,682,000 as investment return.
As at 31 December 2004, the total outstanding amount
invested in the ships/shipping fund was US$4,247,000.
The directors view the business circumstances in this area would remain positive in the near term
but would exercise caution in its longer term strategies as this buoyant shipping cycle has persisted
for more than 18 months. The business outlook envisaged in asset finance is expected to remain
strong for reasons already mentioned.
3.
Distressed Assets Investment/Management
The Distressed Assets Investment/Management division carries out Non-Performing Loans (NPLs)
acquisitions and disposal for the Group and for the managed funds.
A total of US$1,862,000 was recovered in 2004 from distressed assets directly invested by the
Group (2003: US$1,245,000).
AAA Strategic Investment Limited (AAA) is a co-investment fund administrated by the Group in
participation with a Japanese financial institution. Direct and indirect total contribution from AAA to
the Group amounted to US$436,000 in 2004 (2003: US$1,014,000). As at 31 December 2004, the
nominal value of the notes issued by AAA was US$5,644,000 (2003: US$3,776,000) of which the
Group’s participation reached US$1,793,000 (2003: US$926,000).
The directors anticipate changes and a higher degree of competition in the distressed assets
market in 2005. The Group will not only focus on new NPL investment opportunities for AAA but
also, future expansion and investments in the PRC distressed assets market in partnership with
international players and local professional institutions.
A-3
APPENDIX A – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004


DIRECTORS’ REPORT TO THE SHAREHOLDERS 
OF UNI-ASIA FINANCE CORPORATION (Continued)
4.
Property Investment Management
The Group’s property investment in Japan has been conducted mainly through Capital Advisers
Co., Limited (CA). Since 1 May 2003, CA has become an associated company in which the Group
maintains an equity interest of 44.8%.
As at 31 December 2004, the Group’s outstanding
investment in CA totalled US$7,836,000 including US$3,082,000 as ordinary capital and
US$4,754,000 as shareholders’ loan. Contribution from CA to the Group in 2004 was US$242,000
(2003: US$601,000).
CA focuses on investment in residential projects and limited service hotels through the
arrangement of new property funds or existing property funds advised, administrated and managed
by the company. The company would take minority equity participations in the projects. During the
year, CA launched a new fund structure with the participation of a Japanese financial institution
specialising in the investment of medium/small sized residential properties. As at 31 December
2004, CA had invested JPY1,209 million (2003: JPY1,400 million) direct or indirectly in Japanese
properties generating JPY478 million (2003: JPY652 million) as the total income during the year.
Profit before taxation was JPY58 million (2003: JPY140 million).
The main reason for the
significant reduction in profit was due to its corporate re-structuring and management reshuffling
exercise.
The directors view CA’s performance in 2005 would rebound in view of the new arrangement
team’s broadened investment perspective and wider deal sourcing capabilities in spite of the still
competitive and challenging market conditions.
5.
Non-core business
Non-core business conducted during the year comprises direct investment in non-core assets of
US$451,000 (2003: US$905,000).
The Group earned a pre-tax profit of US$8,114,000 (2003: US$3,442,000). The administrative
expenses totalled US$6,985,000 (2003: US$6,352,000).
On behalf of the board
Kazuhiko Yoshida
Management Director, Chief Executive Officer
11 January 2006
A-4
APPENDIX A – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004


AUDITORS’ REPORT TO THE SHAREHOLDERS OF
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
We have audited the accompanying consolidated balance sheet of Uni-Asia Finance Corporation (the
“Company”) and its subsidiaries (together, the “Group”) as of 31 December 2004 and the related
consolidated statements of income, cash flows and changes in shareholders’ equity for the year then
ended. These financial statements set out on pages 5 to 47 are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our
audit and to report our opinion solely to you, as a body, in accordance with our agreed terms of
engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any
other person for the contents of this report.
We conducted our audit in accordance with International Standards on Auditing. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the
financial position of the Group as of 31 December 2004, and of the results of its operations and cash
flows for the year then ended in accordance with International Financial Reporting Standards.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, 11 January 2006
A-5
APPENDIX A – AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2004


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2004
Note
2004
2003
US$’000
US$’000
Fee income
4
5,599
5,194
Investment returns
5
6,682
1,121
Income from defaulted loans
1,862
1,245
Interest income
6
339
351
Other income
317
501
Total income
14,799
8,412
Administrative expenses
7
(6,985)
(6,352)
Reversal of impairment loss on loans receivable
250
–
Loss on disposal of fixed assets
–
(34)
(6,735)
(6,386)
Profit from operations
8,064
2,026
Finance costs - interest expense
6
(46)
(216)
Deemed gain on dilution of investment in an associate
18(c)
–
1,332
Share of results of associates after tax
8
96
300
Profit before taxation
8,114
3,442
Taxation
10
(179)
(6)
Profit for the year
7,935
3,436
Earnings per share
-  basis and diluted
13
US$0.283
US$0.123
A-6
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2004
Note
2004
2003
US$’000
US$’000
Assets
Non-current assets
Fixed assets
15
122
92
Loans receivable
16
150
250
Investments
17
8,289
4,806
Investments in associates
18
6,928
6,576
Amounts due from associates
18,29 (h)
4,781
9,631
20,270
21,355
Current assets
Loans receivable
16
1,200
1,808
Rental and utility deposits paid
227
193
Accounts receivable
19
93
726
Prepaid expenses
247
209
Interest receivable
54
52
Cash and bank balances
20
36,614
27,250
38,435
30,238
Total assets
58,705
51,593
Current liabilities 
Accounts payable
23
2,267
340
Accrued expenses
1,783
502
Tax payable
34
34
Borrowings
24
12,526
15,895
Dividend payable
12,22
1,400
840
Total current liabilities
18,010
17,611
Total assets less current liabilities
40,695
33,982
A-7
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED BALANCE SHEET (Continued)
AS AT 31 DECEMBER 2004
Note
2004
2003
US$’000
US$’000
Shareholders’ equity
Capital and reserves
Share capital
21
28,000
28,000
Retained earnings
12,517
5,982
Total shareholders’ equity
40,517
33,982
Non-current liabilities
Deferred tax liabilities
10
178
–
Total non-current liabilities
178
–
Total shareholders’ equity and non-current 
liabilities
40,695
33,982
…………………........
…………………........
Director
Director
A-8
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2004
Note
2004
2003
US$’000
US$’000
At the beginning of the year
33,982
31,386
Profit for the year
7,935
3,436
Dividend
12
(1,400)
(840)
At the end of the year
22
40,517
33,982
A-9
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2004
Note
2004
2003
US$’000
US$’000
Cash flows from operating activities
Cash generated from /(used in) operations
26(a)
2,628
(2,274)
Interest received on bank balances
300
293
Tax paid
–
(709)
Net cash generated from /(used in) operating 
activities
2,928
(2,690)
Cash flows from investing activities
Cash flows from investments:
Purchase of investments
(4,642)
(3,570)
Proceeds from sales of investments
2,619
2,464
Dividend received from investments
2,929
–
Net cash outflow on deemed disposal of 
subsidiary company
26(b)
–
(10,800)
Rental income from investments
–
35
Cash flows from associates:
Repayment of principal and interest from loans to 
associate
4,937
221
Cash flows from other investing activities:
Purchase of fixed assets
(107)
(91)
Loan interest received
–
22
Loans advanced
(1,100)
–
Loans repaid
1,969
2,012
Interest received from syndicated loans
37
–
Proceeds from sale of defaulted loans
1,584
–
Proceeds from sales of property development 
projects held for sale
–
1,384
Proceeds received form interest on performance 
notes
2,702
292
Purchase of foreign exchange contracts
(10,265)
–
Proceeds from settlement of foreign exchange 
contracts
10,325
–
Net cash generated from/(used in) investing 
activities
10,988
(8,031)
A-10
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED CASH FLOW STATEMENT (Continued)
FOR THE YEAR ENDED 31 DECEMBER 2004
Note
2004
2003
US$’000
US$’000
Cash flows from financing activities
Interest paid on borrowings
(45)
(218)
Decrease/(Increase) in deposits pledged as
collateral
4,630
(923)
New borrowing made
1,053
9,179
Repayment of borrowings
(4,758)
–
Repayment of preferred capital
–
(2,647)
Dividend paid
(840)
(840)
Net cash generated from financing activities
40
4,551
Increase/(decrease) in cash and cash equivalents
13,956
(6,170)
Movements in cash and cash equivalents:
Cash and cash equivalents at beginning of year
10,006
16,242
Net increase/(decrease) in cash and cash
equivalents
13,956
(6,170)
Effects of exchange rate changes
38
(66)
Cash and cash equivalents at end of the year
20
24,000
10,006
A-11
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004


1
General
The Company is an exempted company incorporated in the Cayman Islands on 17 March 1997
with limited liability. The principal activities of the Group are the arrangement of, acting as agent of
and participation in syndicated commercial loans, arrangement, management and co-investment in
development and trading of Japanese property assets and the acquisition, management and
disposal of distressed Asian assets and shipping business.
2
Accounting policies 
(a)
Basis of preparation
The consolidated financial statements (the “Financial Statements”) are prepared under the
historical cost convention as modified by the revaluation of investments, defaulted loans and other
financial assets and liabilities (including derivative instruments) at fair value through profit or loss.
The principal accounting policies adopted by the Group in arriving at these Financial Statements
are set out below. The Financial Statements are prepared in accordance with and comply with
International Financial Reporting Standards (IFRS).
In 2004, the Group has early adopted the following revised IFRS issued up to and including 31
March 2004. The 2003 comparative figures have been amended as required, in accordance with
the requirements of the following relevant standards:
IAS 28 (revised 2003)
Investments in Associates
IAS 31 (revised 2003)
Interests in Joint Ventures
IAS 32 (revised 2003)
Financial Instruments: Disclosure and Presentation
IAS 39 (revised 2003)
Financial Instruments: Recognition and Measurement
The early adoption of these standards has resulted in the reclassification of certain associates and
a joint venture to investments. Due to the reclassified assets having the same equity pick-up value
and fair value, there was no change to net profit or shareholders’ equity arising from the
reclassification.
In 2005, the Group will adopt the IFRS below, which are relevant to its operations:
IAS 1 (revised 2003)
Presentation of Financial Statements
IAS 8 (revised 2003)
Accounting Policies, Changes in Accounting Estimates and
Errors
IAS 10 (revised 2003)
Events after the Balance Sheet Date
IAS 16 (revised 2003)
Property, Plant and Equipment
IAS 17 (revised 2003)
Leases  
IAS 21 (revised 2003)
The Effects of Changes in Foreign Exchange Rates
IAS 24 (revised 2003)
Related Party Disclosures
IAS 27 (revised 2003)
Consolidated and Separate Financial Statements 
IAS 33 (revised 2003)
Earnings per Share
IAS 36 (revised 2004)
Impairment of Assets 
A-12
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Accounting policies (Continued)
(b)
Subsidiaries 
Subsidiary undertakings, which are those companies in which the Group, directly or indirectly, has
an interest of more than one half of the voting rights or otherwise has power to exercise control
over the operations, have been consolidated. Subsidiaries are consolidated from the date on which
effective control is transferred to the Group and are no longer consolidated from the date of
disposal.
All inter-company transactions, balances and unrealised surpluses and deficits on
transactions between Group companies have been eliminated. Where necessary, accounting
policies for subsidiaries have been changed to ensure consistency with the policies adopted by the
Group.
(c)
Associates 
Associates are all entities, other than those investments where IAS 28 does not apply, over which
the Group has significant influence but not control, generally accompanying a shareholding of
between 20% and 50% of the voting rights. Investments in associates are accounted for using the
equity method of accounting and are initially recognised at cost. The Group’s investments in
associates are detailed in Note 18.
The Group’s share of its associates post-acquisition profits or losses is recognised in the income
statement and its share of post-acquisition movements in reserves is recognised in reserves. The
cumulative post-acquisition movements are adjusted against the carrying amount of the
investment.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate
the Group does not recognise any further losses, unless it has incurred obligations or made
payments on behalf of the associate.
(d)
Income recognition 
Income constitutes fee income, investment returns, fair value adjustments and interest income.
Fee income is recorded when the amount of revenue can be measured reliably and it is probable
that the economic benefits associated with the transaction will flow to the Group. Interest income is
recognised on a time-proportion basis using the effective yield basis.
All other revenue is
recognized on an accruals basis.
(e)
Fixed assets
Fixed assets are stated at cost less accumulated depreciation.
Leasehold improvements are depreciated over the remaining period of the lease while all other
fixed assets are depreciated at the following rates on a straight-line basis, which is deemed
sufficient to write off their costs to their residual values over their estimated useful lives: Office
equipment 33 1/3 percent per annum and other fixed assets 25 percent per annum.
Gain and losses on disposals are determined by comparing proceeds with carrying amounts and
are included in the consolidated income statement.
A-13
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Accounting policies (Continued) 
(f)
Loans receivable
Loans originated by the Group comprise of participations in syndicated loans and are stated at
amortised cost less any impairment losses. Impairment losses are dealt with in the consolidated
income statement.
Defaulted loans are classified and measured at their fair value. Fair value is determined using a
discounted cash flow valuation technique that takes into consideration the probability weighted
expected cash recoveries on a loan-by-loan basis and the estimated costs anticipated in the
collection of loan repayments, including staff costs, legal fees, loan recovery commission or taxes
payable. Changes in fair values are dealt with in the consolidated income statement.
(g)
Investments
The Group classifies its financial assets in the following categories: at fair value through profit or
loss and loans receivable. The classification depends on the purpose for which the financial assets
were acquired. Management determines the classification of its assets at initial recognition and re-
evaluates this designation at every reporting date.
a)
Financial assets at fair value through profit or loss
This category has two sub-categories: ‘financial assets held for trading’ and those designated
at fair value through profit and loss at inception. A financial asset is classified in this category
if acquired principally for the purpose of selling in the short term or if so designated by
management. Derivatives are also categorised as ‘held for trading’ unless they are
designated as hedges. Assets in this category are classified as current assets if they are
either held for trading or are expected to be realised within 12 months of the balance sheet
date.
b)
Loans receivable
Loans receivable are non-derivative financial assets which are not quoted in an active
market. These are included in current assets, except for maturities greater than 12 months
after the balance sheet date.
Purchases and sales of investments are recognised at trade date - the date on which the group
commits to sell the asset. Investments are initially recognised at fair value plus transaction costs for
all financial assets not carried at fair value through profit or loss. Financial assets carried at fair
value through profit or loss, are initially recognised at fair value and transaction costs are expensed
in the income statement. Investments are derecognised when the rights to receive cashflows from
the investments have expired or have been transferred and the Group has transferred substantially
all the risks and rewards of ownership. Available for sale financial assets and financial assets at fair
value through profit and loss are subsequently carried at fair value.
A-14
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Accounting policies (Continued) 
(g)
Investments (Continued)
Fair values for unquoted securities are estimated by the directors. In determining fair valuation, the
directors make use of market-based information and fair valuation models such as discounted cash
flow models. In many instances the directors also rely on financial data of investees and on
estimates provided by the management of the investee companies as to the effect of future
developments.
Purchases and sales of investments are recognised on the trade date, which is the date that the
Group commits to purchase or sell the asset. Realised and unrealised gains and losses arising
from changes in the fair value of investments are included in the consolidated income statement in
the period in which they arise.
Performance notes are investments, which do not classify as jointly controlled entities, with income
and maturity values which fluctuate based on the distributions received from underlying assets,
which are generally shares in property development companies, defaulted loans or shipping
companies.
Fair values of performance notes or other collective investment schemes are
determined by the Group’s interest in the fair values of each scheme’s underlying assets. Gains
and losses arising from changes in the fair value of all securities are recognized in the consolidated
income statement as they arise.
Although the directors use their best judgement in estimating the fair value of investments, there
are inherent limitations in any estimation techniques. Future confirming events will also affect the
estimates of fair value and the effect of such events on the estimates of fair value, including the
ultimate liquidation of investments, could be material to these consolidated financial statements.
(h)
Cash and cash equivalents 
Cash and cash equivalents are carried in the consolidated balance sheet at cost and comprise of
cash and bank balances with an original maturity of less than three months.
(i)
Borrowings
Borrowings are recognized initially at the proceeds received, net of transaction costs incurred. In
subsequent periods, fixed term borrowings are stated at amortised cost using the effective yield
method; any difference between proceeds (net of transaction costs) and the redemption value is
recognized in the consolidated income statement over the period of the borrowings.
A-15
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Accounting policies (Continued) 
(j)
Deferred taxation 
Deferred income tax is provided, using the liability method, for all temporary differences arising
between the tax bases of assets and liabilities and their carrying values for financial reporting
purposes. Deferred tax is measured using the tax rate currently enacted, or substantially enacted,
at the balance sheet date.
The principal temporary differences arise from depreciation on fixed assets. Deferred tax assets
relating to the carry forward of unused tax losses are recognized to the extent that it is probable
that future taxable profit will be available against which the unused tax losses can be utilized.
(k)
Employee benefits 
Pension obligations
Group companies have various defined contribution pension schemes in accordance with the local
conditions and practices in the countries in which they operate. A defined contribution plan is a
pension plan under which the Group pays fixed contributions into a separate entity (a fund) and will
have no legal or constructive obligations to pay further contributions if the fund does not hold
sufficient assets to pay all employees benefits relating to employee services in the current and prior
periods.
For defined contribution plans, the company pays contributions to publicly or privately administered
pension insurance plans on a mandatory, contractual or voluntary basis.
Once the contributions have been paid, the company has no further payment obligations. The
regular contributions constitute net periodic costs for the year in which they are due and as such
are included in staff costs.
(l)
Financial instruments
Financial instruments carried on the consolidated balance sheet include cash and bank balances,
loans, investments, receivables, payables and borrowings. The particular recognition methods
adopted are disclosed in the individual policy statements associate with each item.
The Group’s principal foreign exchange hedging is conducted by funding a major portion of
Japanese operations using Yen borrowings secured by US$ deposits, which are stated gross on
the consolidated balance sheet.
Disclosures in respect of financial risks to which the Group is exposed are shown in Note 27.
A-16
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Accounting policies (Continued) 
(l)
Financial instruments (Continued)
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and
are subsequently re-measured at their fair value. The method of recognising the resulting gain or
loss depends on whether the derivative is designated a hedging instrument, and if so, the nature of
the item being hedged. The Group designates certain derivatives as either: (1) hedges of the fair
value of recognised assets or liabilities or a firm commitment (fair value hedge); (2) hedges of
highly probable forecast transactions (cash flow hedges); or (3) hedges of net investments in
foreign operations.
The Group documents at the inception of the transaction the relationship between hedging
instruments and hedged items, as well as its risk management objective and strategy for
undertaking various hedge transactions. The Group also documents its assessment, both at hedge
inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions
are highly effective in offsetting changes in fair values or cash flows of hedged items.
(a)
Fair value hedge 
Changes in the fair value of derivatives that are designated and qualify as fair value hedges
are recorded in the consolidated income statement, together with any changes in the fair
value of the hedged asset or liability that are attributable to the hedged risk.
(b)
Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and
qualify as cash flow hedges are recognised in equity.
The gain or loss relating to the
ineffective portion is recognised immediately in the consolidated income statement.
Amounts accumulated in equity are recycled in the income statement in the periods when
the hedged item will affect profit or loss (for instance when the forecast sale that is hedged
takes place).
However, when the forecast transaction that is hedged results in the
recognition of a non-financial asset or a liability, the gains and losses previously deferred in
equity are transferred from equity and included in the initial measurement of the cost of the
asset or liability.
When a hedging instrument expires or it sold, or when a hedge no longer meets the criteria
for hedge accounting, any cumulative gain or loss existing in equity at that time remains in
equity and is recognised when the forecast transaction is ultimately recognised in the income
statement. When a forecast transaction is no longer expected to occur, the cumulative gain
or loss that was reported in equity is immediately transferred to the consolidated income
statements.
A-17
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Accounting policies (Continued) 
(l)
Financial instruments (Continued)
(c)
Net investment hedge 
Hedges of net investments in foreign operations are accounted for similarly to cash flow
hedges. Any gain or loss on the hedging instrument relating to the effective portion of the
hedge is recognised in equity; the gain or loss relating to the ineffective portion is recognised
immediately in the income statement.
Gains and losses accumulated in equity are included in the income statement when the
foreign operation is disposed of.
(d)
Derivatives that do not qualify for hedge accounting 
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value
of any derivative instruments that do not qualify for hedge accounting are recognised
immediately in the consolidated income statement.
(m)
Foreign currency translation 
(a)
Measurement currency 
Items included in the financial statements of each entity within the Group are measured
using the currency that best reflects the economic substance of the underlying events and
circumstances relevant to that entity (“the measurement currency”).
The consolidated
financial statements are presented in United States dollars, which is the measurement
currency of the parent.
(b)
Transactions and balances 
Transactions in foreign currencies are translated at exchange rates ruling at the transaction
dates. Monetary assets and liabilities expressed in foreign currencies at the consolidated
balance sheet date are translated at rates of exchange ruling at the consolidated balance
sheet date. All exchange differences are dealt with in the consolidated income statement,
except for exchange differences arising from the Group’s net investment in foreign entities,
and from monetary liabilities that are effective hedges of the Group’s net investment in
foreign entities.
(c)
Group companies 
Income statements and cash flows of foreign entities are translated into the Group’s
reporting currency at average exchange rates for the year and their balance sheets are
translated at the exchange rates ruling on 31 December.
Exchange differences arising from the translation of the net investment in foreign entities and
borrowings and other currency instruments designated as hedges of such investments are
taken directly to equity.
When a foreign entity is sold, such exchange differences are
recognised in the consolidated income statement as part of the gain or loss on sale.
A-18
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Accounting policies (Continued) 
(n)
Leases
Leases where a significant portion of the risks and rewards of ownership are retained by the lessor
are classified as operating leases. Payments made under operating leases (net of any incentives
received form the lessor) are charged to the consolidated income statement on a straight-line basis
over the period of the lease.
(o)
Dividends 
Dividends are recorded in the Group’s financial statements in the period in which they are
approved by the Group’s shareholders or directors.
(p) 
Segment reporting 
A business segment is a group of assets and operations engaged in providing products or services
that are subject to risks and returns that are different from those of other business segments. A
geographical segment is engaged in providing products or services within a particular economic
environment that are subject to risks and returns that are different from those of segments
operating in other economic environments.
A-19
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


3
Segment information 
Primary reporting format - business segments 
The Group is organised on a worldwide basis into four main business segments (departments):
(1) 
structured 
finance;
(2) 
ship 
investment/management;
(3) 
distressed 
assets
investment/management; and (4) property investment/management.
The segment results for the year ended 31 December 2004 are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Revenue 
2,669
9,594
2,336
(99)
299
14,799
Profits from operations 
729
7,797
1,576
(421)
(1,617)
8,064
Share of results of associates
–
–
–
96
–
96
Finance costs - interest
expenses
–
(2)
–
(44)
–
(46)
Profit before taxation 
729
7,795
1,576
(369)
(1,617)
8,114
Less: Taxation 
–
–
–
(179)
–
(179)
Profit for the year 
729
7,795
1,576
(548)
(1,617)
7,935
Other segment items are
as follows:
Capital expenditure
21
29
20
2
35
107
Depreciation 
41
1
8
12
15
77
The segment results for the year ended 31 December 2003 are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Revenue 
3,432
1,136
2,360
1,192
292
8,412
Profits from operations 
1,308
289
1,431
28
(1,030)
2,026
Share of results of associates 
–
–
–
300
–
300
Deemed gain dilution of
investment in an associate
–
–
–
1,332
–
1,332
Finance costs – interest
expenses
–
–
–
(116)
(100)
(216)
Profit before taxation
1,308
289
1,431
1,544
(1,130)
3,442
Less: Taxation 
(5)
–
–
(1)
–
(6)
Profit for the year 
1,303
289
1,431
1,543
(1,130)
3,436
Other segment items are
as follows:
Capital expenditure
42
7
14
1
27
91
Depreciation 
24
3
5
9
8
49
A-20
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


3
Segment information (Continued) 
The segment assets and liabilities as at 31 December 2004 for the year then ended are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Segment assets 
1,472
7,433
1,916
6,544
–
17,365
Associates
–
–
–
6,928
–
6,928
Unallocated assets 
–
–
–
–
34,412
34,412
Total assets 
1,472
7,433
1,916
13,472
34,412
58,705
Segment liabilities 
2,391
788
307
89
–
3,575
Unallocated liabilities 
–
–
–
–
14,613
14,613
Total liabilities 
2,391
788
307
89
14,613
18,188
The segment assets and liabilities as at 31 December 2003 for the year then ended are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Segment assets 
1,910
4,582
1,732
11,530
–
19,754
Associates 
–
–
–
6,576
–
6,576
Unallocated assets 
–
–
–
–
25,263
25,263
Total assets 
1,910
4,582
1,732
18,106
25,263
51,593
Segment liabilities 
284
160
262
22
–
728
Unallocated liabilities 
–
–
–
–
16,883
16,883
Total liabilities 
284
160
262
22
16,883
17,611
Segment assets consist primarily of fixed assets, receivables and operating cash. They exclude
taxation, certain investments and cash and cash equivalents.
Segment liabilities comprise operating liabilities and exclude items such as taxation and certain
corporate borrowings.
Capital expenditure comprises planned additions to fixed assets, all in Asia-ex Japan (Note 15).
A-21
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


3
Segment information (Continued) 
Secondary reporting format - geographical segments 
The Group’s four business segments operate in three main geographical areas, even through they
are managed on a worldwide basis.
Global - the global segment represents activities with assets or customers with no fixed location,
which include shipping finance/investment/management.
Asia (ex-Japan) - the Asia (ex-Japan) segment represents activities with assets or customers
located in Asia (ex-Japan), which include structured finance, asset and shipping
finance/investment/management and distressed Asian investments.
Japan - the Japan segment represents activities with assets or customers located in Japan, and
include real estate investment/management.
2004
2003
US$’000
US$’000
Income
Global 
8,353
413
Asia (ex-Japan) 
6,156
4,631
Japan 
(9)
3,076
Unallocated 
299
292
14,799
8,412
Total assets
Global 
7,433
4,582
Asia (ex-Japan) 
3,388
3,642
Japan 
6,544
11,530
Unallocated 
34,412
25,263
51,777
45,017
Investments in associates 
6,928
6,576
58,705
51,593
Capital expenditure
Asia (ex-Japan)
107
91
With the exception of Hong Kong, Singapore and Japan no other individual country contributed
more than 10% of consolidated sales or assets.
Income and total assets attributable to business segments are based on the country in which the
customer is located. Income and assets not attributable to business segments are disclosed as
unallocated. There are no sales between the segments. Total assets and capital expenditure are
where the assets are located.
A-22
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


4
Fee income
2004
2003
US$’000
US$’000
Corporate finance arrangement and agency fees 
3,086
2,873
Front-end fees for finance arrangement of container
ship (note below)
–
1,137
Property fund management and administrative fees 
–
502
Agency, advisory, administration and incentives fees
from distressed loans (Note 29)
303
682
Agency, arrangement, administration and incentive
fees from shipping finance and management (Note 29)
2,210
–
5,599
5,194
Note:
Contingent assets 
At 31 December 2003, the Company had been contracted to arrange finance for 10 container
ships, for which the Company will collect a US$685,000 fee in respect of each ship. Front-end fees
of US$137,000 per ship totalling US$1,137,000, to which the Company had received or were
entitled at the balance sheet date, have been booked as income for the year ended 31 December
2003. Completion fees of US$548,000 per ship totalling US$5,548,000 were to be received on
delivery and financing of each ship.
Under the commission agreement, further services are
required to be delivered by the Company and significant contingencies exist such that the directors
are not certain that the completion fees will be received for the year ended 31 December 2003 and
consequently only front-end fees have been booked as income for the year ended 2003. The
contingent asset of US$5,548,000 at 31 December 2003 was recognised as income during 2004
when circumstances were no longer contingent.
At 31 December 2004, the Company had no such outstanding contracts.
A-23
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


5
Investment returns
2004
2003
US$’000
US$’000
Share of results of jointly controlled entities 
–
349
Rental income from property development projects held for sale 
–
35
Realised gains on investments 
2,482
84
Return on performance notes - distressed debt (Note 29)
103
292
Return on performance notes - properties
35
81
Return on performance notes - shipping business (Note 29)
2,589
–
Gain on foreign exchange contracts and swap contracts
entered into on behalf of an associate (Note 29)
63
–
Fair value adjustments on performance notes – distressed debt
31
–
Fair value adjustments on performance notes – shipping business
1,600
–
Fair value adjustments on performance notes – properties
(221)
–
Fair value adjustment on other investments
–
280
6,682
1,121
6
Interest income and expense
2004
2003
US$’000
US$’000
Interest income from:
– cash and cash equivalents 
299
293
– participation in syndicated loans 
40
58
339
351
Interest expense on:
– borrowings 
46
186
– preferred capital
–
30
46
216
A-24
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


7
Administrative expenses 
2004
2003
US$’000
US$’000
Depreciation (Note 15)
77
49
Rental expenses under operating leases:
– office premises 
376
485
– staff residencies 
384
404
Staff costs (Note 9)
4,703
4,305
Auditors’ remuneration 
85
60
Traveling and entertainment 
825
845
Net foreign exchange loss/(gain)
20
(489)
Miscellaneous expenses 
313
347
Professional service fees 
– proposed initial public offering 
103
–
– others 
99
346
6,985
6,352
8
Results of associates 
The Group’s share of results of associates after taxation are as follows:
2004
2003
US$’000
US$’000
Capital Advisers Co. Ltd.
242
600
Less: share of tax of Capital Advisers Co. Ltd (Note 18)
(146)
(300)
96
300
9
Staff costs 
2004
2003
US$’000
US$’000
Salaries (including director’s remuneration)  
4,490
3,991
Pension costs - defined contribution plans 
114
131
Other welfare and allowances 
99
183
4,703
4,305
A-25
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


9
Staff costs (Continued)
The weighed average number of employees is as follows:
2004
2003
US$’000
US$’000
Full time 
25
29
Hong Kong 
20
19
Japan 
3
8
Singapore 
2
2
25
29
From 2 May 2003, when it ceased to be a subsidiary, staff employed by Capital Advisers Co. Ltd.
ceased to be included in the Group’s staff numbers. The annual weighted average of full time staff
at Capital Advisers Co. Ltd. during the period from 2 May 2003 to 31 December 2003 was 11.
10
Taxation 
(a)
Taxation 
2004
2003
US$’000
US$’000
Current tax
1
6
Deferred tax 
178
–
179
6
Tax on profits has been calculated at rates of taxation prevailing in the jurisdictions in which the Group
operates.
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the tax
rate of the home country of the Company as follows:
2004
2003
US$’000
US$’000
Profit before tax 
8,114
3,442
Tax calculated at a tax rate of 17.5% (2003: 17.5%)
1,420
602
Effect of different tax rates in other countries 
103
446
Income not subject to tax 
(1,344)
(1,042)
Tax charge 
179
6
A-26
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


10
Taxation (Continued)
(a)
Taxation (Continued)
Note:
Income not subject to taxation is only included to the extent that it negates profits at group tax rate.
Further adjustments are not made as the contingent tax asset is not accrued.
(b)
Deferred taxation
2004
2003
US$’000
US$’000
Income statement charge
178
–
At end of the year
178
–
Deferred income tax assets are recognized for tax losses carried forward only to the extent that the
realization of the related tax benefit is probable. The Group has tax losses of US$8,897,000 (2003:
US$7,637,000) and US$1,000 (2003: US$269,000) for the Company in Hong Kong and Uni-Asia
Finance Corporation (Japan) respectively to carry forward against future taxable income of those
companies, which have not been recognized in these consolidated financial statements due to
uncertainty of their recoverability. These tax losses have no expiry dates.
11
Profit attributable to shareholders 
The profit attributable to shareholders is dealt with in the consolidated accounts to the extent of a
profit of US$3,436,000 and US$7,935,000 for the year ended 2003 and 2004 respectively.
12
Dividend 
The Company declared a dividend of US$0.03 and US$0.05 per share for the years ended 2003
and 2004 respectively.
A-27
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


13
Earnings per share 
(a)
Basic
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the
Company by the weighted average number of ordinary shares in issue during the Relevant Periods.
(b)
Diluted 
Diluted earnings per share is calculated adjusting the weighted average number of ordinary shares
outstanding to assume conversation of all dilutive interests during the Relevant Periods. The Group
has one category of potential ordinary shares: share options issued in 2004 by an associate
company. There is no impact on earnings per share as the share options issued by the associate
are anti-dilutive.
2004
2003
US$’000
US$’000
Profit attributable to equity holders of the Company
7,935
3,436
Weighted average number of ordinary shares in issue
28,000
28,000
Earnings per share (US$ per share) - basic and diluted 
0.283
0.123
14
Emoluments for directors and highest paid individuals
(a)
Directors’ emoluments  
2004
2003
US$’000
US$’000
Fees
1,116
1,465
Other emoluments:
Basic salaries, housing allowances, share options,
other allowances and benefits in kind
249
256
Discretionary bonuses
750
86
Contributions to pensions schemes for directors (and
past directors) - as directors
3
3
2,118
1,810
There were no independent non-executive directors appointed to the Group during the year.
A-28
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


14
Emoluments for directors and highest paid individuals (Continued)
The emoluments of the directors fell within the following bands.
Number of
Number of
directors
directors
2004
2003
Emoluments bands 
HK$Nil - HK$1,000,000
5
5
HK$1,000,001 - HK$1,500,000
–
–
HK$2,000,001 - HK$2,500,000
–
2
HK$2,500,001 - HK$3,000,000
–
1
HK$3,000,001 - HK$3,500,000
–
1
HK$3,500,001 - HK$4,000,000
–
1
HK$4,500,001 - HK$5,000,000
1
–
HK$5,500,001 - HK$6,000,000
2
–
8
10
(b)
Five highest paid individuals 
The five individuals whose emoluments were the highest in the Group for the Relevant include 3
(2003: 3) directors whose emoluments are reflected in the analysis presented above.
The
emoluments payable to the remaining 2 (2003: 2) individuals are as follows:
2004
2003
US$’000
US$’000
Basic salaries, housing allowances, share options,
other allowances and benefits in kind
574
546
Bonuses
550
220
Pensions
40
39
1,164
805
The emoluments fee within the following bands:
Number of individuals
2004
2003
Emoluments bands 
HK$2,000,001 - HK$2,500,000
–
–
HK$2,500,001 - HK$3,000,000
–
1
HK$3,000,001 - HK$3,500,000
1
1
HK$5,000,001 - HK$5,500,000
1
–
2
2
(c)
During the year (2003 : nil), no emoluments were paid by the companies comprising the Group to
any of the directors or the five highest paid individuals as an inducement to join or upon joining the
Group or as compensation for loss of office.
A-29
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


15
Fixed assets 
Leasehold
Furniture
improve-
Office
and
Motor
ments
equipment
fixtures
vehicles
Total
US$’000
US$’000
US$’000
US$’000
US$’000
Cost
At 1 January 2003
361
258
74
64
757
Additions
16
72
3
–
91
Disposals 
–
(12)
(28)
–
(40)
Subsidiary sold 
(42)
(58)
(8)
–
(108)
Exchange translation 
1
1
20
–
22
At 31 December 2003
336
261
61
64
722
Accumulated depreciation
At 1 January 2003
324
178
57
64
623
Charge 
4
36
9
–
49
Disposals 
–
(2)
(3)
–
(5)
Subsidiary sold 
(5)
(32)
(5)
–
(42)
Exchange translation 
–
5
–
–
5
At 31 December 2003
323
185
58
64
630
Net book value 
At 31 December 2003 
13
76
3
–
92
Cost
At 1 January 2004
336
261
61
64
722
Additions
49
58
–
–
107
Exchange translation
–
2
–
–
2
At 31 December 2004
385
321
61
64
831
Accumulated
depreciation
At 1 January 2004
323
185
58
64
630
Charge
31
45
1
–
77
Exchange translation
2
–
–
–
2
At 31 December 2004
356
230
59
64
709
Net book value
At 31 December 2004
29
91
2
–
122
A-30
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


16
Loans receivable
2004
2003
US$’000
US$’000
Defaulted loans purchased at fair value
Repayable on demand, and in default:
Defaulted loans purchased at fair value, at fair value
Nominal value of US$3,310,000
–
291
Participation in loans
Repayable within one year
Interest rate at:
LIBOR plus 1.6% p.a. (2003: LIBOR plus 1.6% p.a.)
–
417
LIBOR plus 1.25% p.a. (2003: LIBOR plus 1.25% p.a.)
100
100
5% unsecured (2003: Interest free)
1,100
1,000
1,200
1,808
Participation in loans
Repayable between one and two years
Interest rate at:
LIBOR plus 1.25% p.a. (2003: LIBOR plus 1.25% p.a.)
150
200
Repayable between two and five years
Interest rate at:
LIBOR plus 1.25% p.a. (2003: LIBOR plus 1.25% p.a.)
–
50
150
250
Loans receivable
1,350
2,058
A-31
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


16
Loans receivable (Continued)
Notes:
(a)
Income from defaulted loans is detailed in the consolidated income statements - Fair value
gains on defaulted loans.
During the year, most of the fair value gains consisted of cash receipts from the underlying
loans.
2004
2003
US$’000
US$’000
Cash recovered
1,862
1,245
(b)
Loans receivable approximate to their fair values due to being floating rate loans.
17
Investments
2004
2003
US$’000
US$’000
Non-Hong Kong
Unlisted shares
191
264
Unlisted shares - shipping business (Note (a) below)
1,451
2,533
Unlisted performance notes - properties investment (Note 29(c))
607
1,083
Unlisted partnership
–
–
Unlisted performance notes - distressed debt (Note 29(c))
1,793
926
Unlisted performance notes – shipping (Note 29(c))
4,247
–
Investments
8,289
4,806
A-32
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


17
Investments (Continued)
Note:
(a)
Within unlisted shares - shipping business are investments totalling US$451,000 (2003:
US$905,000) in two shipping companies which own and run cargo ships respectively.
Principal
activities and
Country/place and
Issued and fully paid
% of
place of
Name
date of incorporation
up share capital
holdings
operation
Niigata Seimitsu
Japan
JPY3,874,300,000
0.2%
Manufacturing
Co. Ltd.
17 January 1981
Electronic 
Devices
EuroAsia II Inc.,
Panama
US$10,000
15%
Shipping
Panama
12 April 2002
investment
and
management
- Hong Kong
EuroAsia III Inc.,
Panama
US$10,000
15%
Shipping
Panama
12 April 2002
investment
and
management
- Hong Kong
AP Real Estate
Cayman Islands
US$1,000
5.9%
Japanese
Ltd.
12 April 2000
property
investment
and
management
- Japan
RS Property
Cayman Islands
US$1,000
10%
Japanese
Investment
28 August 2000
property
investment
and
management
- Japan
Searex Asset
British Virgin Islands
US$1,000
Note
Shipping
Management
30 December 2003
28(c)
investment
Limited
and
management
- Hong Kong
AAA Strategic
Cayman Islands
US$1,000
Note
Distressed
Investment
26 July 2001
28(c)
debts
Limited
investment
and
management
- Hong Kong
A-33
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


18
Investments in associates
(a)
Movement of investments in associates
2004
2003
US$’000
US$’000
Capital Advisers Co. Ltd.
At the beginning of year
6,576
–
Investment in associate
–
5,553
Share of results after tax
96
300
Exchange differences
256
723
Investments in associates at end of the year
6,928
6,576
(b)
Summary of significant associates’ assets, liabilities and result
A summary of Capital Advisers Co. Ltd.’s assets, liabilities and results are as follows:
2004
2003
US$’000
US$’000
Investments in property related projects
11,755
14,405
Cash and cash equivalents
7,494
10,662
Other assets
6,588
1,847
Total assets
25,837
26,914
Amount due to Uni-Asia Finance Corporation
(4,781)
(9,631)
Other liabilities
(5,562)
(2,605)
Minority interest
(29)
–
Shareholders’ equity (of which Company has 44.8%
interest, 2003: 44.8%)
15,465
14,678
Shareholders’ equity
- Company’s 44.8% interest
6,928
6,576
A-34
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


18
Investments in associates (Continued)
For the
period from
For the
2 May 2003
year ended
to
31 December
31 December
2004
2003
US$’000
US$’000
Results to 31 December 2004, translated at an
average rate of Yen 107.94583 (2003: Yen
114.0026 to US$1):
Revenue
4,539
4,865
Staff costs
(1,974)
(1,298)
Interest expense
(210)
(227)
Other expenses
(1,815)
(1,999)
Profit before tax
540
1,341
Taxation
(325)
(672)
Profit after tax
215
669
Profit before tax - Company’s interest
242
601
Taxation - Company’s interest
(146)
(301)
Profit after tax - Company’s interest
96
300
Note:
The Group loss arising from Capital Advisers Co. Ltd. during the period from 1 January
2003 to 2 May 2003 was US$100,000. Prior to 2 May 2003, Capital Advisers Co. Ltd. was
consolidated as a subsidiary.
A-35
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


18
Investments in associates (Continued)
(c)
Details of associates
As at 31 December 2004, details of the associates, all of which are unlisted, were as follows:
Principal
Country/place
Issued and
Attributable
activities and
and date of
fully paid up
equity
place of
Name
incorporation
share capital
interest
operation
2004 - Indirectly held:
Capital Advisers Co.
Japan
Yen892,500,000
44.8%
Japanese
Ltd. (Note below)
24 February 2000
common shares
property
investment and
management
Japan
(Note) On 2 May 2003, 9,850 new shares in Capital Advisers Co. Ltd. (“Capital Advisers”) were
issued to non-related parties for cash which diluted the Group’s interest in Capital Advisers
from 100% to 44.8%. The Group sold none of its existing shares in Capital Advisers, but
due to the issuance of new shares at a premium above its net assets, it recognised a
“deemed gain on dilution of investment in an associate” of US$1,332,000.
Calculation of deemed gain on dilution of investment in an associate
For year ended
31 December 2003
Share
Yen’000
US$’000
Company’s share of CA net asset value
before dilution
100%
508,621
4,221
Cash received from share issurance
985,000
8,174
CA net asset value after dilution
1,493,621
12,395
Company’s share of CA net asset value
after dilution
44.8%
669,142
5,553
Less Company’s share of CA net asset
value before dilution
(508,621)
(4,221)
Deemed gain on dilution
160,521
1,332
There was no dilution of investment in associates during the year ended 31 December
2004.
A-36
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


18
Investments in associates (Continued)
(d)
Amounts due from associates
The amounts due from associates constituted the principal balance and interest accrued on an
unsecured revolving short term loan facility of US$4,754,000 equivalent to Yen 489,000,000 (2003:
US$9,631,000 equivalent to Yen 1,030,000,000. The loan was subject to interest at 3% per annum
from 2 May 2003, when Capital Advisers ceased to be a subsidiary and thereon 1 April 2004, the
interest rate was revised to 1.375% per annum. Interest charged on amounts due from associates
during the year was US$101,000 (2003: US$221,000).
(e)
Amounts due to associates
The amounts due to associate are unsecured, interest free and with no fixed repayment terms.
19
Accounts receivable
In general, the Group grants a credit period of 7 to 60 days to its customers. The aging analysis of
the accounts receivable is as follows:
2004
2003
US$’000
US$’000
0-30 days
77
692
31-60 days
–
–
61-90 days
–
–
Over 90 days
16
34
93
726
20
Cash and bank balances
2004
2003
US$’000
US$’000
Cash at bank and in hand
1,942
1,909
Short term bank deposits
34,672
25,341
Cash and bank balances
36,614
27,250
Less: Deposits pledged as collateral
12,614
17,244
Cash and cash equivalents
24,000
10,006
The effective interest rate on short term bank deposits was 1.15% (2003: 0.08%) and these
deposits have an average maturity of 35 days.
Within cash and bank balances as at 31 December 2004 are US$12,614,000 (2003:
US$17,244,000) of deposits pledged as collateral against Japanese Yen denominated revolving
bank loan facilities.
A-37
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


21
Share capital
2004
2003
US$’000
US$’000
Authorized:
60,000,000 shares of US$1 each
60,000
60,000
Issued and fully paid:
28,000,000 shares of US$1 each
28,000
28,000
22
Reserves
Share
Retained
Exchange
Note
capital
earnings
difference
Total
US$’000
US$’000
US$’000
US$’000
Balance at 1 January 2004
28,000
5,982
–
33,982
Net investment hedge
–
–
(262)
(262)
Currency translation 
difference
–
–
262
262
Profit for the year and total  
recognised income for 2004
–
7,935
–
7,935
Dividend
12
–
(1,400)
–
(1,400)
Balance at 31 December 2004
28,000
12,517
–
40,517
Balance at 1 January 2003
28,000
3,386
–
31,386
Net investment hedge
–
–
(633)
(633)
Current translation difference
–
–
633
633
Profit for the year and total 
recognised income for 2003
–
3,436
–
3,436
Dividend
12
–
(840)
–
(840)
Balance at 31 December 2003
28,000
5,982
–
33,982
A-38
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


23
Accounts payable
The aging analysis of the accounts payable is as follows:
2004
2003
US$’000
US$’000
0-30 days
2,246
191
31-60 days
3
92
61-90 days
–
4
Over 90 days
18
53
2,267
340
24
Borrowings
2004
2003
US$’000
US$’000
Repayable per terms of revolving loan facility bank 
borrowings
12,526
15,895
Included in borrowings is a secured loan of Yen1.18 billion (approximately US$11,473,000)
collateralised by a cash deposit of approximately US$12,614,000 with the same financial institution
(2003: a loan totalling Yen1.7 billion, (approximately US$15,895,000) collateralised by
approximately US$17,244,000).
Fair value of borrowings approximate the carrying amounts due to their being floating rate
instruments and no changes to the Group’s credit risk.
2004
2003
US$’000
US$’000
Weighted average effective interest rates:
Bank borrowing - JPY
0.34%
0.46%
Bank borrowing - US$
2.84%
–
Cash deposit
1.15%
0.80%
A-39
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


24
Borrowings (Continued)
The borrowings of the Group are at floating Yen LIBOR rates:
2004
2003
US$’000
US$’000
Term borrowings matured within one year
1,053
–
Revolving secured loan due within one year
11,473
15,895
12,526
15,895
Total borrowings
12,526
15,895
25
Subsidiary companies
(a)
Details of principal investments in subsidiaries
Details of the principal subsidiaries within the Group at the date of this report are as follows:
Name
Country/place
Issued and
Attributable
Principal activities
and date of
fully paid up
equity
and place
incorporation
share capital
interest
of operation
Directly held:
Uni-Asia Capital
Singapore
US$1,000,000
100%
Corporate finance and
(Singapore)
7 August 1997
investment advisory 
Limited  
services Singapore
Off-Shore
British Virgin Islands
US$1
100%
Holding and 
Property
23 April 1998
investment company
Investment
BVI 
Corporation
Uni-Asia Services
Hong Kong
HKD20
100%
Inactive
and Agency
27 June 1997
Hong Kong
Limited
Indirectly held:
Uni-Asia Finance 
Japan
Yen 10,000,000
100%
Corporate
Corporation 
9 November 1998
finance services Japan
(Japan)
(b)
Amounts due from subsidiaries
The amounts due from subsidiaries are unsecured, at an interest rate of 2% per annum and with
no fixed repayment terms.
A-40
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


25
Subsidiary companies (Continued)
(c)
Amounts due to subsidiaries
The amounts due to subsidiaries are unsecured, interest free and with no fixed repayment terms.
26
Cash generated from/(used in) operations
(a)
Reconciliation of profit before taxation to cash generated from/(used in) operations 
2004
2003
US$’000
US$’000
Profit before taxation
8,114
3,442
Adjustments for:
Depreciation
77
49
Interest income
(339)
(350)
Interest expenses
46
216
Results of associates
(96)
(1,632)
Interest from loans to associate
(86)
(221)
Net foreign exchange (gain)/loss
20
(489)
(Increase)/decrease in rental and utility deposits paid
(33)
407
(Increase)/decrease in accounts receivable
552
(9,527)
(Increase)/decrease in prepaid expenses
(38)
3
Increase in accounts payable
1,924
8,143
Increase/(decrease) in accrued expenses
1,281
(68)
Increase in rental and utility deposits received
–
85
Loss on disposal of fixed assets
–
34
Decrease in deferred income
–
–
Recovery on loans and interest receivable
(250)
–
Investment returns
(6,682)
(1,121)
Income from defaulted loans
(1,862)
(1,245)
Cash generated from/(used in) operations
2,628
(2,274)
A-41
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


26
Cash generated from/(used in) operations (Continued)
(b)
Net cash outflow on deemed disposal of subsidiary company
On 2 May 2003, 9,850 new shares Advisers Co. Ltd. (“Capital Advisers”) were issued to non-
related parties which diluted the Group’s interest in Capital Advisers from 100% to 44.80% (Note
18). Net cash outflow from the deemed disposal of subsidiary company is as follows:
2004
2003
US$’000
US$’000
Fixed assets
–
66
Jointly controlled entities
–
6,817
Property development projects held for sales
–
5,049
Rental and utility deposits paid
–
124
Accounts receivable
–
1,635
Prepaid expenses
–
42
Cash and cash equivalents
–
10,800
Utility and rental deposits received
–
(220)
Accounts payable
–
(8,532)
Tax payable
–
(8)
Borrowings
–
(11,552)
Net assets disposed of
–
4,221
Deemed gain on dilution of investments in an associate
–
1,332
Adjustment to investment in an associate
–
(5,553)
Sales proceeds
–
–
Cash of subsidiary disposed of
–
10,800
(c)
Major non-cash transactions
During the year ended 31 December 2004, the share of taxation of associate amounted to
US$146,000 (2003: US$301,000).
A-42
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


27
Financial instruments
(a)
Risks
The Group holds monetary assets and liabilities, transacts in foreign exchange transactions with
third parties and has mismatched Yen denominated assets and liabilities. All these operations give
rise to risk exposures.
Financial instruments traded or held include cash and cash equivalents, investments, loans
receivable and borrowings.
Off-balance sheet derivative financial instruments are contracts whose value is derived from one or
more underlying financial instruments or indices defined in the contract, which include forward rate
agreements.
Forward rate agreements are used to manage the Group’s own exposures to foreign exchange risk
as part of its asset and liability management process. The principal derivative instruments used by
the Group are foreign exchange rate related contracts. Most of the Group’s derivative positions
have been entered into to hedge investments in subsidiaries.
(i)
Market risk 
Market risk is the risk that the value of a financial instrument will fluctuate as a result of
changes in market prices, whether those changes are caused by factors specific to the
individual financial instrument or by factors affecting all financial instruments traded in or
indexed to a market. The Group is exposed to market risk on financial instruments that are
valued at market prices and primarily consist of investments, loans, property development
projects and marketable securities.
(ii)
Foreign exchange risk
Foreign exchange risk is the risk that the value of financial instruments and other assets and
liabilities will fluctuate as a result of changes in foreign exchanges rates. The Group is
exposed to foreign exchange risk primarily from the net position of Yen denominated cash
and cash equivalents, investments and borrowings.
(iii)
Interest rate risk
Interest rate risk is the risk that the value of a financial instrument will fluctuate as a result of
changes in market interest rates and the cash flow risks associated with the variability of
cash flows from floating rate financial instruments. The Group is exposed to interest rate risk
primarily from interest rate re-pricing differences between customers’ loans, borrowings, cash
and cash equivalents and shareholders’ capital.
(iv)
Credit risk
Credit risk is the risk of loss resulting from the failure of counterparties to meet the terms of
their obligations. The Group is exposed to credit risk through loans and investments, and
through counterparty default risk on transactions, including foreign exchange transactions in
the process of settlement.
A-43
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


27
Financial instruments (Continued)
(a)
Risks (Continued)
(v)
Liquidity risk
Liquidity risk is the risk of loss resulting from the failure of the Group to meet its funding
requirements or to execute a transaction at a reasonable price. The Group is exposed to
liquidity risk relating to the gaps between the maturity of assets held against the maturity of
the funding of the Group’s activities.
(b)
Risk management
The Group’s principal risks are market risk, credit risk and foreign exchange risk. The directors
consider the interest rate risk and liquidity risk of the Group to be immaterial.
Market risk and credit risk
The Group seeks to minimise these risks by performing detailed reviews of loan counterparties or
asset issuers prior to purchase approval, and by either selling on participated loans to other parties
or entering into offsetting loans payable when the directors wish to preserve the Group’s liquidity.
The Group seeks to minimize adverse movements in market price of financial instruments by
extensive due diligence procedures to ensure acquisition at prices below their perceived fair value.
Foreign exchange risk
The directors review their currency exposures and enter into foreign currency forward contracts
when considered necessary to hedge against adverse currency movements.
The Group uses the following derivative instruments for both hedging purposes:
Forward rate agreements are individually negotiated interest rate futures that call for a cash
settlement at a future date for the difference between a contracted rate of interest and the current
market rate, based on a notional principal amount.
Currency and interest rate swaps are commitments to exchange one set of cash flows for another.
Swaps result in an economic exchange of currencies or interest rates (for example, fixed rate for
floating rate) or a combination of all these (ie, cross-currency interest rate swaps). No exchange of
principal takes place, except for certain currency swaps. The Group’s credit risk represents the
potential cost to replace the swap contracts if counterparties fail to perform their obligation. This
risk is monitored on an ongoing basis with reference to the current fair value, a proportion of the
notional amount of the contracts and the liquidity of the market. To control the level of credit risk
taken, the Group assesses counterparties using the same techniques as for its lending activities.
(c)
Fair value
The directors consider the carrying amount of all financial assets and liabilities included in the
consolidated balance sheet are a reasonable estimate of their fair values.
A-44
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


28
Commitments
(a)
Capital commitments
Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:
2004
2003
US$’000
US$’000
Motor vehicle
81
–
(b)
Lease commitments
Commitments, under non-cancellable operating leases with a term of more than one year, fall due:
2004
2003
US$’000
US$’000
Within one year
643
542
Later than one year and not later than five years
399
480
Later than five years
–
–
1,042
1,022
The Group contracted to a new non-cancellable operating lease covering the period from 1 April
2003 to 30 September 2006, at a monthly rent of US$14,000.
(c)
Investment commitments
2004
2003
US$’000
US$’000
Un-drawn investment commitments at 31st December
12,484
4,834
The Group holds 20% of the performance notes – series 1 issued by AAA Strategic Investment
Limited and 33.33% of the performance notes – series 2, a distressed debt fund managed by the
Group. No commitments remain outstanding for series 1 at 31 December 2004 (2003: US$Nil).
Total commitments for series 2 amount to US$5,000,000 (2003: US$5,000,000) of which a
cumulative amount of US$1,894,000 has been called and paid to 31 December 2004 (2003:
US$427,000).
The Group also holds 29.4% of the performance notes – series 1 issued by Searex Asset
Management Limited and 21.7% of the performance notes – series 2, a shipping management
company managed by the Group.
No commitments remain outstanding for series 1 at 31
December 2004 (2003: US$Nil). Total commitments for series 2 amount to US$5,000,000 of which
no amount called and paid to 31 December 2004 (2003: US$Nil).
A-45
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


28
Commitments (Continued)
(c)
Investment commitments (Continued)
The Group holds a 15% interest in both Euroasia II Inc. Panama and Euroasia III Inc. Panama,
each of which has been established for the sole purpose of contracting, take delivery of and
operating a cargo vessel. No commitments remain outstanding as at 31 December 2004 (2003:
US$1,166,000) of which no amount (2003: US$905,000) has been called and paid to 31 December
2004.
The Group holds a 33.3% interest in Glad Mate Limited, which has been established for the sole
purpose of contracting, the building of, take delivery of, and operating a cargo vessel. The Group
had an outstanding commitment of US$4,378,000 at 31 December 2004 in relation to this
enterprise (2003: US$Nil).
29
Related party transactions
Related parties include investments, associates, jointly controlled entities, and property
development projects held for sale where the Group holds a beneficial interest in, and is also
contracted as a service provider to manage or administer such investment, company, entity or
property.
Related party transactions are carried out under normal commercial terms and conditions and
generate fee income as disclosed in Note 4, investment returns as disclosed in Note 5, directors’
remunerations and other allowances as disclosed in Note 14, investments in associates and
amounts due from associates as disclosed in Note 18.
Related party balances comprise the unlisted performance notes as disclosed in Note 17.
The following transactions were carried out with related parties:
2004
2003
US$’000
US$’000
Agency, arrangement, administration and incentive 
fees from shipping finance, investment and 
management (Note (a))
2,210
–
Agency, advisory, administration and incentive fees 
from distressed loans (Note (b))
303
682
Return on performance notes – shipping business 
(Note (c)) 
2,589
–
Return on performance notes – distressed debt 
(Note (c)) 
103
292
Proceeds on sales of the associates to another 
associates (Note (d))
709
–
Incentive fees receivable from associates
6
–
Interest return on performance note – distressed debt
25
–
Amount due from associates (Note (b))
4,781
9,631
A-46
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


29
Related party transactions (Continued)
Notes:
(a)
The Group is entitled to receive from Searex Asset Management Limited, as investment of the
Group, the following fees:
(i)
a minimum administration fee of US$5,000 per month for each shipping asset owned by
Searex Asset Management Limited, including the vessels being acquired which are subject
of a memorandum of agreement, payable quarterly in advance.
(ii)
a brokerage fee of approximately 0.75% to 1.25% on the sum of the daily charter hire of a
vessel.
(iii)
an incentive fee of approximately 10% of the sum of the net proceeds, accumulated cash
balance and liabilities outstanding from the disposal of certain vessels.
(iv)
a loan arrangement fee of approximately 1% of the purchase price of a vessel.
(b)
The Group is entitled to receive from AAA Strategic Investment Limited, as investment of the
Group, the following fees:
(i)
an administration fee of US$75,000 per annum for performance notes series 1 payable semi-
annually in advance and an administration fee for performance notes series 2 payable semi-
annually in advance in the amount of US$50,000 for the full or partial issuance of
performance notes each of the first three US$5 million amounts up to a maximum of
US$150,000.
(ii)
an agency fee of US$25,000 per annum for performance notes series 1 payable semi-
annually in advance, and an agency fee for performance notes series 2, payable semi-
annually in advance, in the amount of US$50,000 per annum for the full or partial issuance
of each of the first three US$5 million tranches of performance notes.
(iii)
an incentive fee, calculated on an asset by asset basis, in addition to the administration fee.
The initial incentive fee is calculated as twenty percent of the cumulative cash recovered
from each asset in excess of one hundred and ten percent of that asset’s initial cost. The
subsequent incentive fee is calculated as twenty percent of additional cash recovered from
each asset in excess of that asset’s additional cost. The incentive fee is calculated and paid
semi-annually.
(c)
Performance notes are redeemed semi-annually, in whole or in part, calculated based on net cash
recovered from the underlying assets. Performance note redemptions are determined based on
the total original cost of recovered assets less the deduction of fees and other expenses incurred in
recovery of such assets. Recovery amounts from assets in excess of that required for performance
note repayments are paid out as interest on those performance notes.
(d)
In March 2004, the Company disposed of its equity interest in two investments, Ocean Time
Limited and Ocean Target Limited, to a related party, Searex Asset Management Limited.
A-47
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


29
Related party transactions (Continued)
(e)
The Company entered into a two year Cap transaction of notational amount of US$27,000,000
(2003: US$Nil) with a bank at an interest rate cap of 2.25% on 31 March 2004. The Company
assigned and transferred all the rights and obligations to a subsidiary company of Searex Asset
Management Limited, a related party of the Group, effective from 13 April 2004. The Company has
no residual interest or obligations in relation to the transaction after the assignment. The Company
also entered into US$/Yen foreign currency forward contracts with the same subsidiary company of
Searex Asset Management Limited during 2004, of principal amounts of US$10m and US$1.3m,
both contracts expired during the years.
(f)
The Group also purchased loans originally advanced to a related party, South China International
Leasing Co. Ltd. (“SCIL”). On 9th September 2004, the Company sold its equity and loan interest
in SCIL to an unrelated party at a total consideration of US$1,666,000.
(g)
The amounts due are unsecured, interest free and have no fixed repayment terms.
(h)
The amounts due from associates constituted loans to Capital Advisers.
The principal balance and interest accrued on an unsecured revolving short term loan facility of
US$4,754,000 
equivalent 
to Yen 
489,000,000 
(2003:
US$9,631,000 
equivalent 
to
Yen1,030,000,000). The loan was subject to interest at 3% per annum from 2 May 2003, when
Capital Advisers Co. Ltd ceased to be a subsidiary and thereon 1 April 2004, the interest rate was
revised to 1.375% per annum. Interest charged on amounts due from Capital Advisers Co. Ltd
during the year was US$101,000 (2003: US$221,000).
30
Post balance sheet events
On 25 January 2005, a new joint venture, Uni Ships and Management Ltd., was incorporated in
Hong Kong, of which the Company holds 30% of its common shares. The principal activities of the
joint venture are the provision of project management services for Searex Asset Management
Limited, and accounting and other supporting services to the underlying shipping companies.
On 21 March 2005, the Company entered into three contracts to guarantee payment on the
purchase of three container vessels, of US$56,280,000 per vessel.
31 
Approval of the consolidated financial statements
The consolidated financial statements were approved by the board of directors on 11 January
2006.
A-48
APPENDIX A – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2004
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


B-1
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2005
APPENDIX B
The consolidated financial statements for the year ended 31 December 2005 and the auditors’ report on
the consolidated financial statements for the year ended 31 December 2005 were not prepared for
purposes of inclusion in the Prospectus and, save for references to page numbers which have been
altered to conform to the pagination of the Prospectus, have been reproduced and are set out on pages
B-6 to B-47 and page B-5, respectively.


DIRECTORS’ REPORT TO THE SHAREHOLDERS 
OF UNI-ASIA FINANCE CORPORATION
The directors submit their report together with the audited consolidated financial statements of Uni-Asia
Finance Corporation (the “Company”) and its subsidiaries (together the “Group”) for the year ended 31st
December 2005.
General Information 
The principal activities of the Group remained substantially the same as the previous year- finance
arrangement and investment management. The Group acted in the capacities of principal investor,
finance arranger and fund administrator for various classes of alternative investments in ships, distressed
assets and real estate. The main sources of income for the Group include fee income, investment returns,
interest income and other income generated from the four departments listed below.
-
Structured Finance department focuses on finance arrangement in the shipping sector in Asia.
The Group acts as the arranger, packager and agent and participates in syndicated commercial
loans and tax oriented leases.
-
Asset Finance department focuses on investment and management of ships including the
acquisition and disposal of ships and the investment management of assets held by the Group
and on behalf of third parties.
-
Distressed Assets Investment department focuses on investment and management activities in
Asia including the acquisition and disposal of distressed Asian assets and the investment
management of assets held by the Group and on behalf of third parties.
-
Japan real estate department focuses on the investment and management of real estate
projects in Japan including the arrangement of investment and co-investment in the
development and trading of Japanese hotels, commercial and residential properties and the
investment management of the properties held by the Group and on behalf of third parties.
The Group is also seeking investment opportunities in new areas, projects or business where it will be
able to capitalize on its finance packaging expertise.
The directors would like to report that the Group’s listing application in April 2005 to the Hong Kong Stock
Exchange was rejected. The directors would like to continue to explore the possibility of bringing the
Company public.
Operating and Financial Review
1.
Structured Finance
Structured finance activities are conducted mainly out of the Hong Kong and Tokyo offices. During
the year, the Group arranged syndicated transactions totalling US$930m (2004: US$546m).
The structured finance department generated arrangement and brokerage fee income of
US$3,494k (2004: US$2,383k) and agency fees of US$289k (2004: US$251k).
The directors are of the view that the business of finance arrangement will remain competitive.
B-2
APPENDIX B – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005


DIRECTOR’S REPORT TO THE SHAREHOLDERS
OF UNI-ASIA FINANCE CORPORATION (Continued)
Operating and Financial Review (continued)
2.
Asset Finance
The asset finance department carries out the business of shipping investment management for the
Group and for third parties. In December 2003, the Group ventured into shipping investment and
acted as the investor and administrator of two investment facilities held under Searex Asset
Management Limited. The Group participated in the fund by way of subscribing to a 29.4% and
19.57% interest in the outstanding performance notes. In 2005, the Group invested into 3 container
vessel projects namely Falcon, Fortitude and Union.
Through shipping investment management, debt arrangement and fund administration, the
department recorded total income of US$8,997k (2004: US$9,594k). A detailed breakdown of the
major income is as follows: US$1,785k as arrangement and project management fees (2004:
US$1,344k), US$65k as agency fee (2004: US$63k), US$2,552k as fund management fee (2004:
US$1,415k) and US$4,500k as investment return (2004: US$6,682k). As at 31st December 2005,
the total outstanding investment in the ships/shipping fund was US$9.7m (2004: US$4,247k).
The directors are of the view that the shipping market would remain opportunistic in the short term
driven by China’s continued economic prosperity. The anticipated increase in vessel supply is
expected to put pressure on capital values and freight rates. In the medium term, the Group will
exercise greater degree of caution in future investments and dispositions.
3.
Distressed Assets Investment 
The distressed assets investment department carries out the acquisition and disposition of non-
performing loans (NPLs) for the Group and for the managed funds.
There was no recovery in 2005 from NPLs invested directly by the Group (2004: US$1,862k). Only
moderate NPL investments were made in 2005 due primarily to a change in market dynamics and
increased investment risk.
AAA Strategic Investment Limited (AAA) is a co-investment fund administrated by the Group in
participation with a Japanese financial institution. Contribution from AAA to the Group amounted to
US$1,019k in 2005 (2004: US$405k). As at 31st December 2005, the nominal value of the notes
issued by AAA was US$5,293k (2004: US$5,644k) of which the Group’s participation reached
US$1,746k (2004: US$1,793k).
The directors are of the view that investing into NPLs has become less attractive. As a result, the
Group has extended from investment in NPLs to distressed real estate projects. The Group is
currently conducting investment and due diligence on real estate projects in Asia.
4.
Real Estate Investment Management in Japan
The Group’s property investment in Japan is conducted through Capital Advisers Co., Limited (CA),
an associated company in which the Group maintains an equity interest of 44.8%. As at 31st
December 2005, the Group’s outstanding investment in CA totaled US$6,585k (2004: US$6,928k)
including US$756k as shareholders’ loan (2004: US$4,781k). Net Contribution from CA to the
Group in 2005 was US$570k (2004: US$96k).
B-3
APPENDIX B – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005


DIRECTOR’S REPORT TO THE SHAREHOLDERS
OF UNI-ASIA FINANCE CORPORATION (Continued)
Operating and Financial Review (continued)
4.
Real Estate Investment Management in Japan (continued)
CA focuses on investment in residential projects and limited service hotels through the
arrangement of new property funds or existing property funds advised, administrated and managed
by the company. The company would take minority equity participations in the projects. As at 31st
December 2005, CA had invested JPY1,533m (2004: JPY1,209m) direct or indirectly in Japanese
properties generating JPY949m (2004: JPY478m) in total income during the year. Profit before
taxation was JPY276m (2004: JPY58m).
In 2005, the property funds under CA’s management reached JPY43.7 billion with an increase of
JPY23.6 billion from the previous year. Also, CA has entered into the hotel operation business in
August, 2005 by purchasing all the shares of the hotel operating company, Sun–Vista.
The directors are of view that the Japan real estate market will continue to improve. CA will
continue to expand its real estate fund business and the hotel operation business in 2006 targeting
sales of JPY2,293m and ordinary income of JPY554m.
The Group reported a net profit before tax of US$9,918k (2004: US$8,114k) after factoring in total
expenses of US$8,903k (2004: US$6,985k) of which US$575k (2004: US$103k) was attributable to
the listing exercise in Hong Kong in 2005.
On behalf of the board
Kazuhiko Yoshida
Managing Director, Chief Executive Officer
Hong Kong, 16th June 2006
B-4
APPENDIX B – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005


AUDITORS’ REPORT TO THE SHAREHOLDERS OF
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
We have audited the accompanying consolidated balance sheet of Uni-Asia Finance Corporation (the
“Company”) and its subsidiaries (together, the “Group”) as of 31 December 2005 and the related
consolidated statement of income, cash flows and changes in shareholders’ equity for the year then
ended. These financial statements set out on pages 5 to 47 are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our
audit and to report our opinion solely to you, as a body, in accordance with our agreed terms of
engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any
other person for the contents of this report.
We conducted our audit in accordance with International Standards on Auditing. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the
financial position of the Group as of 31 December 2005, and of the results of its operations and cash
flows for the year then ended in accordance with International Financial Reporting Standards.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, 16th June 2006
B-5
APPENDIX B – AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2005
Note
2005
2004
US$’000
US$’000
ASSETS
Non-current assets
Property, plant and equipment 
16
147
122
Loans receivable
17
50
150
Investments
18
15,437
8,289
Investments in associates
20(a)
6,648
6,928
Amounts due from associates
31(h)
756
4,781
23,038
20,270
Current assets
Loans receivable
17
100
1,200
Rental and utility deposits paid
433
227
Deposits pledged as collateral 
32
10,082
12,614
Accounts receivable
21
465
93
Prepaid expenses
267
247
Interest receivable
20
54
Cash and bank balances
22
27,544
24,000
38,911
38,435
Total assets
61,949
58,705
EQUITY
Capital and reserves attributable to equity 
holders of the company
Share capital
23
28,000
28,000
Retained earnings
21,956
12,517
Total equity
49,956
40,517
The notes on pages 11 to 47  are an integral part of these consolidated financial statements.
B-6
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED BALANCE SHEET (Continued)
AS AT 31 DECEMBER 2005
Note
2005
2004
US$’000
US$’000
LIABILITIES
Non-current Liabilities
Deferred tax liabilities
11(b)
264
178
264
178
Current Liabilities
Amount due to associate
31(g)
11
–
Borrowings
26
9,041
12,526
Accounts payable
25
227
2,267
Accrued expenses
2,023
1,783
Tax payable
427
34
Dividend payable
13,24
–
1,400
Total current liabilities
11,729
18,010
Total equity and liabilities
61,949
58,705
Approved by board of directors on 16 June 2006
and signed on its behalf by:
…………………….….
……………………….
Director
Director 
The notes on pages 11 to 47 are an integral part of these consolidated financial statements.
B-7
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2005
Note
2005
2004
US$’000
US$’000
Fee income
5
12,234
5,599
Investment returns
6
5,011
6,682
Income from defaulted loans
–
1,862
Interest income
7
936
339
Other income
86
317
Total income
18,267
14,799
Employee benefits expense
10
(5,481)
(5,087)
Depreciation expense
16
(106)
(77)
Other expenses
8
(3,316)
(1,821)
Reversal of impairment loss on loans 
receivable
–
250
Gain on disposal of fixed assets
2
–
(8,901)
(6,735)
Operating profit 
9,366
8,064
Finance costs - interest expense
7
(42)
(46)
Share of profit of associates after tax
9
594
96
Profit before income tax 
9,918
8,114
Income tax expense
11
(479)
(179)
Profit for the year
9,439
7,935
Earnings per share for profit attributable 
to the equity holders of the company
during the year 
-  basic and diluted
14
US$0.337
US$0.283
The notes on pages 11 to 47 are an integral part of these consolidated financial statements.
B-8
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2005
Note
2005
2004
US$’000
US$’000
At the beginning of the year
40,517
33,982
Net investment hedge
(879)
262
Currency translation difference
879
(262)
Profit for the year
9,439
7,935
Dividend
13
–
(1,400)
At the end of the year
24
49,956
40,517
The notes on pages 11 to 47 are an integral part of these consolidated financial statements.
B-9
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2005
Note
2005
2004
US$’000
US$’000
Cash flows from operating activities
Cash generated from operations
28(a)
1,733
2,628
Interest received on bank balances
927
300
Income tax paid
(1)
–
Net cash generated from operating activities
2,659
2,928
Cash flows from investing activities
Cash flows from investments:
Purchase of investment
(9,825)
(4,642)
Proceeds from sales of investments
2,911
2,619
Dividend received from investments
2
2,929
Cash flows from associates:
Repayment of principal and interest from loans to 
associate
4,085
4,937
Cash flows from other investing activities:
Purchase of fixed assets
(134)
(107)
Loans advanced
–
(1,100)
Loan repayments received
1,200
1,969
Interest received from syndicated loans
48
37
Proceeds from sale of defaulted loans
–
1,584
Decrease  in deposits pledged as collateral
2,533
4,630
Proceeds received from interest on performance 
notes
4,359
2,702
Purchase of foreign exchange contracts
(25,433)
(10,265)
Proceeds from settlement of foreign exchange 
contracts
25,499
10,325
Net cash generated from investing activities
5,245
15,618
The notes on pages 11 to 47 are an integral part of these consolidated financial statements.
B-10
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED CASH FLOW STATEMENT (Continued)
FOR THE YEAR ENDED 31 DECEMBER 2005
Note
2005
2004
US$’000
US$’000
Cash flows from financing activities
Interest paid on borrowings
(45)
(45)
Proceed from borrowings
–
1,053
Repayment of borrowings
(3,485)
(4,758)
Dividend paid to company shareholders
(1,400)
(840)
Net cash used in from financing activities
(4,930)
(4,590) 
Increase in cash equivalents
2,974
13,956
Movements in cash and cash equivalents:
Cash and cash equivalents at beginning of year
24,000
10,006
Net increase in cash and cash equivalents
2,974
13,956
Effects of exchange rate changes
570
38
Cash and cash equivalents at end of the year
22
27,544
24,000
The notes on pages 11 to 47 are an integral part of these consolidated financial statements.
B-11
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005


1
General information
Uni-Asia Finance Corporation (the “Company”) and its subsidiaries (together, the “Group”) principal
activities are the arrangement of, acting as agent of and participation in syndicated commercial
loans, arrangement, management and co-investment in development and trading of Japanese
property assets and the acquisition, management and disposal of distressed Asian assets and
shipping business.
The Company is an exempted company incorporated in the Cayman Islands on 17th March 1997
with limited liability.
2
Summary of significant accounting policies 
The principal accounting policies applied in the preparation of these consolidated financial
statements are set out below. These policies have been consistently applied to all the years
presented, unless otherwise stated.
(a)
Basis of preparation
The consolidated financial statements of Uni-Asia Finance Corporation have been prepared in
accordance with International Financial Reporting Standards (IFRS). The consolidated financial
statements have been prepared under the historical cost convention as modified by the revaluation
of financial assets and financial liabilities (including derivative instruments) at fair value through
profit or loss.
The preparation of financial statements in conformity with IFRS requires the use of certain critical
accounting estimates. The areas where assumptions and estimates are significant to the
consolidated financial statements are disclosed in note 4.
Interpretations and amendments to published standards effective in 2005
The following amendments and interpretations to standards are mandatory for the Group’s
accounting periods beginning on or after 1st January 2005:
- IFRIC 2, Members’ Shares in Co-operative Entities and Similar Instruments (effective from 1st
January 2005);
- SIC 12 (Amendment), Consolidation – Special Purpose Entities (effective 1st January 2005); and
- IAS 39 (Amendment), Transition and Initial Recognition of Financial Assets and Financial
Liabilities (effective from 1 January 2005).
Management assessed the relevance of these amendments and interpretations with respect to the
Group’s operations and concluded that they are not relevant to the Group.
Standards, interpretations and amendments to published standards that are not yet effective
Certain new standards, amendments and interpretations to existing standards have been published
that are mandatory for the Group’s accounting periods beginning on or after 1st January 2006 or
later periods but which the Group has not early adopted, as follows:
B-12
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Summary of significant accounting policies (Continued)
(a)
Basis of preparation (Continued)
IAS 39 (Amendment) The Fair Value Option (effective from 1 January 2006). This amendment
changes the definition of financial instruments classified at fair value through profit or loss and
restricts the ability to designate financial instruments as part of this category. The Group believes
that this amendment should not have a significant impact on the classification of financial
instruments, as the Group should be able to comply with the amended criteria for the designation
of financial instruments at fair value through profit and loss. The Group will apply this amendment
from annual periods beginning 1 January 2006
IFRS 7, Financial Instruments: Disclosures, and a complementary Amendment to IAS 1,
Presentation of Financial Statements - Capital Disclosures (effective from 1 January 2007). IFRS 7
introduces new disclosures to improve the information about financial instruments. It requires the
disclosure of qualitative and quantitative information about exposure to risks arising from financial
instruments, including specified minimum disclosures about credit risk, liquidity risk and market
risk, including sensitivity analysis to market risk. It replaces IAS 30, Disclosures in the Financial
Statements of Banks and Similar Financial Institutions, and disclosure requirements in IAS 32,
Financial Instruments: Disclosure and Presentation. It is applicable to all entities that report under
IFRS. The amendment to IAS 1 introduces disclosures about the level of an entity’s capital and how
it manages capital. The Group assessed the impact of IFRS 7 and the amendment to IAS 1 and
concluded that the main additional disclosures will be the sensitivity analysis to market risk and the
capital disclosures required by the amendment of IAS 1. The Group will apply IFRS 7 and the
amendment to IAS 1 from annual periods beginning 1 January 2007.
(b)
Consolidation 
(i) 
Subsidiaries 
Subsidiaries are all entities (including special purpose entities) over which the Group has the power
to govern the financial and operating policies generally accompanying a shareholding of more than
one half of the voting rights. The existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing whether the Group controls another
entity. Subsidiaries are fully consolidated from the date on which control is transferred to the
Group. They are de-consolidated from the date that control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the
Group. The cost of an acquisition is measured as the fair value of the assets given, equity
instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly
attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values at the acquisition
date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over
the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If
the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the
difference is recognized directly in the consolidated income statement.
Inter-company transactions, balances and unrealized gains on transactions between group
companies are eliminated. Unrealized losses are also eliminated but considered an impairment
indicator of the asset transferred. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.
B-13
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Summary of significant accounting policies (Continued)
(b) 
Consolidation (Continued)
(ii) 
Associates 
Associates are all entities, other than those investment where IAS 28 does not apply, over which
the Group has significant influence but not control, generally accompanying a shareholding of
between 20% to 50% of the voting rights. Investments in associates are accounted for using the
equity method of accounting and are initially recognized at cost. The Group’s investments in
associates are detailed in Note 20.
The Group’s share of its associates’ post-acquisition profits or losses is recognized in the income
statement, and its share of post-acquisition movements in reserves is recognized in reserves. The
cumulative post-acquisition movements are adjusted against the carrying amount of the
investment. When the Group’s share of losses in an associate equals or exceeds its interest in the
associates, including any other unsecured receivables, the Group does not recognize further
losses, unless it has incurred obligations or made payments on behalf of the associate.
Unrealized gains on transactions between the Group and its associates are eliminated to the extent
of the Group’s interest in the associates. Unrealized losses are also eliminated unless the
transaction provides evidence of an impairment of the asset transferred. Accounting policies of
associates have been changed where necessary to ensure consistency with the policies adopted
by the Group.
Investments held by venture capital or similar entities are excluded from the scope of IAS 28 where
those investments are designated, upon initial recognition, as at fair value through profit or loss and
are accounted for in accordance with IAS 39. Certain investments of the Group have applied this
scope exemption with changes in fair value recognised in profit or loss in the period of change. The
directors have determined that the Group does not carry on its business through these associates.
(c)
Revenue and other income recognition 
Arrangement fees are recognized on delivery and upon completion of the transaction when all
obligations associated with the transaction are completed and when the amount of revenue can be
measured reliably.
Agency fees and commissions are recognized when pre-agreed duties and functions of acting as
an agent has been rendered.
Project management fees are recognized on an accruals basis.
Administration / Agency Fee / Incentive fee from distressed Loans are recognized as they
crystallize according to the pre-agreed terms of contract.
Interest Income is recognized on a time-proportion basis using the effective yield basis.
B-14
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Summary of significant accounting policies (Continued) 
(d)
Property, plant and equipment 
Property, plant and equipment is stated at cost less accumulated depreciation.
Leasehold improvements are depreciated over the remaining period of the lease while all other
fixed assets are depreciated at the following rates on a straight-line basis, which is deemed
sufficient to write off their costs to their residual values over their estimated useful lives: office
equipment at 33 1/3% per annum and other fixed assets at 25% per annum.
Gain and losses on disposals are determined by comparing proceeds with carrying amounts and
are included in the consolidated income statement.
(e)
Financial Assets 
The Group classifies its financial assets in the following categories: at fair value through profit or
loss and loans and receivables. The classification depends on the purpose for which the financial
assets were acquired. Management determines the classification of its assets at initial recognition
and re-evaluates this designation at every reporting date.
a)
Financial assets at fair value through profit or loss
This category has two sub-categories: ‘financial assets held for trading’ and those designated
at fair value through profit and loss at inception. A financial asset is classified in this category
if acquired principally for the purpose of selling in the short term or if so designated by
management. Derivatives are also categorised as ‘held for trading’ unless they are
designated as hedges. Assets in this category are classified as current assets if they are
either held for trading or are expected to be realized within 12 months of the balance sheet
date.
b)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. These are included in current assets,
except for maturities greater than 12 months after the balance sheet date. These are
classified as non-current assets. Loans are classified as “Loans Receivable” in the balance
sheet.
Purchases and sales of investments are recognised at trade date - the date on which the Group
commits to sell the asset. Investments are initially recognised at fair value plus transaction costs for
all financial assets not carried at fair value through profit or loss. Financial assets carried at fair
value through profit or loss, are initially recognised at fair value and transaction costs are expensed
in the income statement. Investments are derecognised when the rights to receive cash flows from
the investments have expired or have been transferred and the Group has transferred substantially
all the risks and rewards of ownership. Financial assets at fair value through profit and loss are
subsequently carried at fair value.
B-15
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Summary of significant accounting policies (Continued) 
(e)
Financial assets (Continued) 
Fair values for unquoted securities are estimated by the directors. In determining fair valuation, the
directors make use of market-based information and fair valuation models such as discounted cash
flow models. In many instances the directors also rely on financial data of investees and on
estimates provided by the management of the investee companies as to the effect of future
developments.
Performance notes are investments with income and maturity values which fluctuate based on the
distributions received from underlying assets, which are generally investments in property
development companies, defaulted loans or shipping companies. Fair values of performance notes
or other collective investment schemes are determined by the Group’s interest in the fair values of
each scheme’s underlying assets. Gains and losses arising from changes in the fair value of all
securities are recognized in the consolidated income statement as they arise.
Although the directors use their best judgement in estimating the fair value of investments, there
are inherent limitations in any estimation techniques. Future confirming events will also affect the
estimates of fair value and the effect of such events on the estimates of fair value, including the
ultimate liquidation of investments, could be material to these consolidated financial statements.
(f)
Cash and cash equivalents 
Cash and cash equivalents include cash in hand, bank balances and short term bank deposits with
an original maturity of less than three months.
(g)
Borrowings
Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are
subsequently stated at amortized cost; any difference between the proceeds (net of transaction
costs) and the redemption value is recognized in the income statement over the period of the
borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the balance sheet date.
(h)
Deferred taxation 
Deferred income tax is provided in full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the consolidated
financial statements. However, the deferred income tax, if it is not accounted for, arises from initial
recognition of an asset or liability in a transaction other than a business combination that at the
time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is
determined using tax rates (and laws) that have been enacted or substantially enacted by the
balance sheet date and are expected to apply when the related deferred income tax asset is
realized or the deferred income tax liability is settled.
B-16
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2 
Summary of significant accounting policies (Continued)
(h)
Deferred taxation (Continued) 
Deferred income tax assets are recognized to the extent that it is probable that future taxable profit
will be available against which the temporary differences can be utilized.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries
and associates, except where the timing of the reversal of the temporary difference is controlled by
the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
(i)
Employee benefits 
Pension obligations
Group companies have various defined contribution pension schemes in accordance with the local
conditions and practices in the countries in which they operate. A defined contribution plan is a
pension plan under which the Group pays fixed contributions into a separate entity (a fund) and will
have no legal or constructive obligations to pay further contributions if the fund does not hold
sufficient assets to pay all employees benefits relating to employee services in the current and prior
periods.
For defined contribution plans, the Company pays contributions to publicly or privately administered
pension insurance plans on a mandatory, contractual or voluntary basis.
Once the contributions have been paid, the Company has no further payment obligations. The
regular contributions constitute net periodic costs for the year in which they are due and as such
are included in staff costs.
(j)
Derivative financial instruments and hedging activities
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and
are subsequently re-measured at their fair value. The method of recognising the resulting gain or
loss depends on whether the derivative is designated a hedging instrument, and if so, the nature of
the item being hedged. The Group designates certain derivatives as hedges of net investments in
foreign operations.
The Group documents at the inception of the transaction the relationship between hedging
instruments and hedged items, as well as its risk management objective and strategy for
undertaking various hedge transactions. The Group also documents its assessment, both at hedge
inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions
are highly effective in offsetting changes in fair values or cash flows of hedged items.
B-17
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Summary of significant accounting policies (Continued)
(j)
Derivative financial instruments  and hedging activities (Continued)
(a)
Net investment hedge  
The effective portion of changes in the fair value of derivatives that are designated and
qualify as Net Investment hedge are recognised in equity. The gain or loss relating to the
ineffective portion is recognised immediately in the consolidated income statement.
Gains and losses accumulated in equity are included in the consolidated income statement
when the foreign operation is disposed of.
(b)
Derivatives that do not qualify for hedge accounting 
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value
of any derivative instruments that do not qualify for hedge accounting are recognised
immediately in the consolidated income statement.
(k)
Foreign currency translation 
(a)
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using
the currency of the primary economic environment in which   the entity operates (‘the
functional currency’). The consolidated financial statements are presented in United States
Dollars, which is the Company’s functional and presentation currency.
(b) 
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange
rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation at year-end exchange rates
of monetary assets and liabilities denominated in foreign currencies are recognized in the
income statement, except when deferred in equity as qualifying cash flow hedges and
qualifying net investment hedges.
(c)
Group companies
The results and financial position of all the group entities (none of which has the currency of
a hyperinflationary economy) that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:
B-18
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2
Summary of significant accounting policies (Continued)
(k)
Foreign currency translation (Continued)
(c)
Group companies
(i)
assets and liabilities for each balance sheet presented are translated at the closing rate at
the date of that balance sheet;
income and expenses for each income statement are translated at average exchange rates
(unless this average is not a reasonable approximation of the cumulative effect of the rates
prevailing on the transaction dates, in which case income and expenses are translated at the
dates of the transactions); and
(ii)
all resulting exchange differences are recognised as a separate component of equity. On
consolidation, exchange differences arising from the translation of the net investment in
foreign operations, and of borrowings and other currency instruments designated as hedges
of such investments, are taken to shareholders’ equity. When a foreign operation is sold,
exchange differences that were recorded in equity are recognised in the income statement
as part of the gain or loss on sale.
(iii)
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated
as assets and liabilities of the foreign entity and translated at the closing rate.
(l)
Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the
lessor are classified as operating leases. Payments made under operating leases (net of any
incentives received form the lessor) are charged to the consolidated income statement on a
straight-line basis over the period of the lease.
(m)
Dividend distributions 
Dividend distributions to the Company’s shareholders are recognised as a liability in the Group’s
financial statements in the period in which dividends are approved.
(n)
Segment reporting 
A business segment is a group of assets and operations engaged in providing products or services
that are subject to risks and returns that are different from those of other business segments. A
geographical segment is engaged in providing products or services within a particular economic
environment that are subject to risks and returns that are different from those of segments
operating in other economic environments.
B-19
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


3
Segment information 
Primary reporting format - business segments 
At 31 December 2005, the Group is organised on a worldwide basis into four main business
segments (departments): (1) structured finance; (2) ship investment/management; (3) distressed
assets investment/management; and (4) property investment/management.
The segment results for the year ended 31 December 2005 are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Income
7,165
8,997
1,019
186
900
18,267
Operating profits  
4,710
6,920
22
(588)
(1,698)
9,366
Share of  profit  of associates
–
24
–
570
–
594
Finance costs - interest 
expenses
–
–
–
(42)
–
(42)
Profit before income tax
4,710
6,944
22
(60)
(1,698)
9,918
Less: income tax expenses  
(92)
(92)
–
(295)
–
(479)
Profit for the year
4,618
6,852
22
(355)
(1,698)
9,439
Other segment items are as 
follows:
Capital expenditure
26
37
24
2
44
133
Depreciation 
43
22
14
1
26
106
The segment results for the year ended 31 December 2004 are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Income
2,669
9,594
2,336
(99)
299
14,799
Operating profits  
729
7,797
1,576
(421)
(1,617)
8,064
Share of profit  of associates 
–
–
–
96
–
96
Finance costs – interest 
expenses
–
(2)
–
(44)
–
(46)
Profit before income tax 
729
7,795
1,576
(369)
(1,617)
8,114
Less: income tax expense 
–
–
–
(179)
–
(179)
Profit for the year
729
7,795
1,576
(548)
(1,617)
7,935
Other segment items are as 
follows:
Capital expenditure
21
29
20
2
35
107
Depreciation 
41
1
8
12
15
77
B-20
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


3
Segment information (Continued) 
The segment assets and liabilities as at 31 December 2005 for the year then ended are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Segment assets 
1,708
14,679
2,332
5,871
–
24,590
Associates
–
63
–
6,585
–
6,648
Unallocated assets 
–
–
–
–
30,711
30,711
Total assets 
1,708
14,742
2,332
12,456
30,711
61,949
Segment liabilities 
556
891
63
362
0
1,872
Unallocated liabilities 
–
–
–
–
11,521
11,521
Total liabilities 
556
891
63
362
11,521
13,393
The segment assets and liabilities as at 31 December 2004 for the year then ended are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Segment assets 
1,472
7,433
1,916
6,544
–
17,365
Associates 
–
–
–
6,928
–
6,928
Unallocated assets 
–
–
–
–
34,412
34,412
Total assets 
1,472
7,433
1,916
13,472
34,412
58,705
Segment liabilities 
2,391
788
307
89
–
3,575
Unallocated liabilities 
–
–
–
–
14,613
14,613
Total liabilities 
2,391
788
307
89
14,613
18,188
Segment assets consist primarily of property, plant and equipment, receivables and operating cash.
They exclude taxation, certain investments and cash and cash equivalents. The unallocated portion
represents mainly cash balances held by the Group which is not distinguishable into any particular
segment.
Segment liabilities comprise operating liabilities and exclude items such as taxation and certain
corporate borrowings.
Capital expenditure comprises planned additions to property, plant and equipment (Note 16).
B-21
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


3
Segment information (Continued) 
Secondary reporting format - geographical segments 
The Group’s four business segments operate in three main geographical areas, even through they
are managed on a worldwide basis.
Global - the global segment represents activities with assets or customers with no fixed location,
which include shipping finance/investment/management.
Asia (ex-Japan) - the Asia (ex-Japan) segment represents activities with assets or customers
located in Asia (ex-Japan), which include structured finance, asset and shipping
finance/investment/management and distressed Asian investments.
Japan - the Japan segment represents activities with assets or customers located in Japan, and
include real estate investment/management.
2005
2004
US$’000
US$’000
Income
Global 
8,918
8,353
Asia (ex-Japan) 
3,052
6,156
Japan 
5,397
(9)
Unallocated 
90
299
18,267
14,799
Total assets 
Global 
14,742
7,433
Asia (ex-Japan) 
4,040
3,388
Japan 
5,872
6,544
Unallocated 
30,710
34,412
55,364
51,777
Investments in associates 
6,585
6,928
61,949
58,705
Capital expenditure
133
107
Income and total assets attributable to business segments are based on the country in which the
customer is located. Income and assets not attributable to business segments are disclosed as
unallocated. There are no sales between the segments. Total assets and capital expenditure are
where the assets are located.
B-22
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


4
Critical accounting estimates
Estimates are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting
estimates will, by definition, seldom equal the related actual results. The estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities are discussed below.
Fair value of derivatives and other financial instruments
The fair value of financial instruments that are not traded in an active market are determined by
using valuation techniques. The Group uses its judgment in selecting  methods and makes
assumptions that are based on market conditions existing at each balance sheet date. The Group
has used discounted cash flow analysis to value investments which were not traded in an active
market. Management has used discount rates which it believes would be able to reasonably
capture the expected recovery from the underlying projects.
5
Fee income
2005
2004
US$’000
US$’000
Corporate finance arrangement, brokerage and agency 
fees 
8,138
3,881
Project Management fee
844
–
Agency, advisory, administration and incentives fees 
from distressed loans (Note 31)
700
303
Administration and incentive fees from shipping 
investment  management 
2,552
1,415
12,234
5,599
Note:
Contingent assets 
At 31st December 2003, the Company had been contracted to arrange finance for 10 container
ships, for which the Company will collect a US$685k fee in respect of each ship. Completion fees
of US$548k per ship totalling US$5,548k were to be received on delivery and financing of each
ship.
There were only 2 ships delivered in 2005 which have been included as income for the year ended
31st December 2005 and the remaining contingent asset of US$4,452k at 31st December 2005 will
be recognised as income in future years when circumstances are no longer contingent.
B-23
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


6
Investment returns
2005
2004
US$’000
US$’000
Realized gains on investments 
250
2,482
Return on performance notes - distressed debt 
(Note 31)
318
103
Return on performance notes - properties
47
35
Return on performance notes - shipping business 
(Note 31)
2,491
2,589
Gain on foreign exchange contracts and swap 
67
63
Fair value adjustments on performance notes - 
distressed debt
–
31
Fair value adjustments on performance notes - 
shipping business
2,423
1,600
Fair value adjustments on performance notes - 
properties
79
(221)
Fair value adjustment on other investments
(664)
–
5,011
6,682
Investments measured at fair value through profit or loss include fair value adjustments and returns
on performance notes. Return on performance notes comprises of interest income paid to note
holders during the year.
7
Interest income and expense
2005
2004
US$’000
US$’000
Interest income from:
– cash and cash equivalents 
900
299
– participation in syndicated loans 
36
40
936
339
Interest expense on:
– borrowings 
42
46
42
46
B-24
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


8
Other expenses 
2005
2004
US$’000
US$’000
Rental expenses under operating leases:
– office premises 
601
376
Auditors’ remuneration 
105
85
Traveling and entertainment 
863
825
Net foreign exchange loss
453
20
Professional service fees 
– proposed initial public offering 
575
103
Miscellaneous expenses 
719
412
3,316
1,821
9
Results of associates 
The Group’s share of results of associates after taxation are as follows:
2005
2004
US$’000
US$’000
Capital Advisers Co. Ltd.
1,126
242
Less: share of tax of Capital Advisers Co. Ltd 
(Note 20)
(556)
(146)
Uni Ship and Management Ltd.
29
–
Less: Share of tax of Uni-Ship and Management Ltd.
(Note 20)
(5)
–
594
96
10
Employee benefit expense 
2005
2004
US$’000
US$’000
Salaries (including director’s remuneration)  
4,817
4,490
Pension costs - defined contribution plans 
145
114
Staff residencies, other welfare and allowances 
519
483
5,481
5,087
B-25
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


10
Employee benefits expense (Continued)
The weighed average number of employees is as follows:
2005
2004
US$’000
US$’000
Full time 
27
25
Hong Kong 
21
20
Japan 
3
3
Singapore 
3
2
27
25
11
Income tax expense and deferred taxation 
(a)
Income tax expense
2005
2004
US$’000
US$’000
Current tax 
393
1
Deferred tax 
86
178
479
179
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using
the weighted average tax rate applicable to the profits of the consolidated companies as follows:
2005
2004
US$’000
US$’000
Profit before tax 
9,918
8,114
Domestic tax rates applicable to profits in the respective countries 
1,736
1,420
Effect of different tax rates in other countries 
359
103
Income not subject to tax 
(1,616)
(1,344)
Tax charge 
479
179
Note:
Income not subject to taxation is only included to the extent that it negates profits at group tax rate.
Further adjustments are not made as the contingent tax asset is not accrued.
B-26
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


11
Income tax expense and deferred taxation (Continued)
(b)
Deferred taxation
Total 
US$’000
At 1 January 2004
–
Charged to income statement
178
At 31 December 2004
178
Charged to income statement
86
At 31 December 2005
264
Deferred income tax assets are recognized for tax losses carried forward only to the extent that the
realization of the related tax benefit is probable. The Group has tax losses of US$8,103k (2004:
US$8,897k) and US$ Nil  (2004: US$1k) for the Company in Hong Kong and Uni-Asia Finance
Corporation (Japan) respectively to carry forward against future taxable income of those
companies, which have not been recognized in these consolidated financial statements due to
uncertainty of their recoverability.
12
Profit attributable to shareholders 
The profit attributable to shareholders is dealt with in the consolidated financial statements to the
extent of a profit of US$9,439k and US$7,935k for the year ended 2005 and 2004 respectively.
13
Dividends 
The dividends paid in 2005 and 2004 were US$1,400k and US$840k respectively (US$ 0.05/
US$0.03 per share). A dividend in respect of the year ended 31st December 2005 of US$0.05 per
share amounting to a total dividend of US$1,400k was approved at the Board of Directors meeting
on 13 January 2006. These financial statements do not reflect this dividend payable.
14
Earnings per share 
(a)
Basic
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the
Company by the weighted average number of ordinary shares in issue during the year.
B-27
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


14
Earnings per share (Continued)
(b)
Diluted 
Diluted earnings per share is calculated adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive ordinary shares during the year. The Group has
one category of potential ordinary shares: share options issued in 2004 by an associate company.
These share options are not considered to have a dilutive effect on earnings per share.
2005
2004
US$’000
US$’000
Profit attributable to equity holders of the Company 
9,439
7,935
Weighted average number of ordinary shares in issue 
28,000
28,000
Earnings per share (US$ per share) - basic and diluted 
0.337
0.283
15
Emoluments for directors and highest paid individuals
(a)
Directors’ emoluments  
2005
2004
US$’000
US$’000
Fees
1,223
1,116
Other emoluments:
Basic salaries, housing allowances and other 
allowances and benefits in kind 
275
249
Discretionary bonuses 
750
750
Contributions to pensions schemes for directors 
(and past directors) - as directors
3
3
2,251
2,118
There were 3 independent non-executive directors were appointed to the Group during the year.
B-28
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


15
Emoluments for directors and highest paid individuals (Continued)
The emoluments of the directors fell within the following bands.
Number of
Number of
directors
directors
2005
2004
Emoluments bands
US$ Nil – US$15,000
8
5
US$15,001 – US$ 600,000 
–
–
US$600,001 – US$700,000
–
1
US$700,001 – US$800,000
3
2
11
8
(b)
Five highest paid individuals 
The five individuals whose emoluments were the highest in the Group for the year include 3 (2004:
3) directors whose emoluments are reflected in the analysis presented above. The emoluments
payable to the remaining 2 (2004: 2) individuals are as follows:
2005
2004
US$’000
US$’000
Basic salaries, housing allowances and other 
allowances and benefits in kind 
446
574
Bonuses 
627
550
Pensions 
20
40
1,093
1,164
The emoluments fall within the following bands:
Number of individuals
2005
2004
Emoluments bands
US$300,000 – US$450,000
1
1
US$450,001 – US$700,000
–
1
US$700,001 – US$750,000
1
–
2
2
(c)
No emoluments were paid in both 2004 and 2005 by the companies comprising the Group to any
of the directors or the five highest paid individuals as an inducement to join or upon joining the
Group or as compensation for loss of office.
B-29
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


16
Property, plant and equipment 
Leasehold
Furniture
improve-
Office
and
Motor
ments
equipment
fixtures
vehicles
Total
US$’000
US$’000
US$’000
US$’000
US$’000
Cost
At 1 January 2005
385
321
61
64
831
Additions
2
38
–
93
133
Disposals
–
(2)
–
(64)
(66)
Exchange translation
(8)
(2)
–
–
(10)
Written off
(9)
(96)
(8)
–
(113)
At 31 December 2005
370
259
53
93
775
Accumulated depreciation
At 1 January 2005
356
229
60
63
708
Charge
27
57
1
21
106
Disposals
–
(1)
–
(64)
(65)
Exchange translation
(6)
(2)
–
–
(8)
Written off
(9)
(96)
(8)
–
(113)
At 31 December 2005
368
187
53
20
628
Net book value
At 31 December 2005
2
72
0
73
147
Cost
At 1 January 2004
336
261
61
64
722
Additions
49
58
–
–
107
Exchange translation
–
2
–
–
2
At 31 December 2004
385
321
61
64
831
Accumulated depreciation
At 1 January 2004
323
185
58
64
630
Charge
31
45
1
–
77
Exchange translation
2
–
–
–
2
At 31 December 2004
356
230
59
64
709
Net book value
At 31 December 2004
29
91
2
–
122
B-30
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


17
Loans receivable
2005
2004
US$’000
US$’000
Participation in loans
Repayable within one year
Interest rate at:
LIBOR plus 1.25% p.a. (2004: LIBOR plus 1.25% p.a.)
100
100
Nil (2004: 5% unsecured)
–
1,100
100
1,200
Participation in loans
Repayable between one and two years
Interest rate at:
LIBOR plus 1.25% p.a. (2004: LIBOR plus 1.25% p.a.)
50
150
50
150
Loans receivable
150
1,350
The carrying amount of the loans approximates their fair value. Income from defaulted loans is
detailed in the consolidated income statement.
2005
2004
US$’000
US$’000
Cash recovered
–
1,862
B-31
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


18
Investments
2005
2004
US$’000
US$’000
Non-Hong Kong
Unlisted shares
191
191
Unlisted shares - shipping business (Note (a) below)
3,699
1,451
Unlisted performance notes - properties investment (Note 31(e))
55
607
Unlisted performance notes - distressed debt (Note 31(e))
1,746
1,793
Unlisted performance notes – shipping (Note 31(e))
9,746
4,247
15,437
8,289
Note:
(a)
Within unlisted shares - shipping business are investments totalling US$3,664k (2004: US$451k) in
two shipping companies which own and run cargo ships respectively.
Country/place
Issued and fully
and date of
paid up share
% of
Name
incorporation
capital
holdings
Principal activities
Niigata Seimitsu
Japan
JPY3,874,300,000
0.2%
Manufacturing
Co. Ltd.
17 January 1981
electronic devices
EuroAsia II Inc., 
Panama
US$10,000
15%
Shipping investment and
Panama
12 April 2002
management
EuroAsia III Inc., 
Panama
US$10,000
15%
Shipping investment and 
Panama
12 April 2002
management
AP Real Estate 
Cayman Islands
US$1,000
5.9%
Japanese property
Ltd.
12 April 2000
investment and 
management
RS Property 
Cayman Islands
US$1,000
10%
Japanese property
Investment
28 August 2000
investment and 
management
B-32
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


18
Investments (Continued)
Country/place
Issued and fully
and date of
paid up share
% of
Name
incorporation
capital
holdings
Principal activities
Searex Asset 
British Virgin Islands
US$1,000
Series 1:
Shipping investment and 
Management 
30 December 2003
29.4%
management
Limited
Series 2:
19.57%
AAA Strategic 
Cayman Islands
US$1,000
Series 1:
Distressed debts
Investment 
26 July 2001
20%
investment and 
Limited
Series 2:
management
33% 
Fortitude 
Panama
US$1,000
38%
Shipping owning
Containership 
26 November 2004
and chartering
S.A.
Union 
Panama
US$1,000
38%
Shipping owning
Containership 
26 November 2004
and chartering
S.A.
Falcon
Panama
US$1,000
38%
Shipping owning
Containership 
26 November 2004
and chartering
S.A.
19
Derivative financial Instruments 
a)
Forward foreign exchange contracts
There were no outstanding contracts at 31 December 2005 (2004: Nil). Gains and losses on
forward foreign exchange contracts are recognised directly in the consolidated income statement.
b)
Interest Rate Swaps 
There were no outstanding contracts at 31 December 2005 (2004: Nil). Gains and losses on
interest rate swaps are recognised directly in the consolidated income statement.
c)
Hedge of net Investment in foreign entity
The Group’s Yen-denominated borrowing is designated as a hedge of the net investment in an
associate of the Group, Capital Advisers Co, Ltd. The fair value of the borrowing was JPY1,065m
The foreign exchange loss US$879k (2004: US$262k gain) on translation of the borrowings to US
dollar at balance sheet date was recognised in reserves in shareholders equity (Note 24).
B-33
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


20
Investments in associates
(a)
Movement of investments in associates
2005
2004
US$’000
US$’000
Capital Advisers Co. Ltd.
At the beginning of year
6,928
6,576
Share of results after tax
570
96
Exchange differences
(913)
256
Investments in associates at end of the year
6,585
6,928
2005
2004
US$’000
US$’000
Uni-Ships and Management Ltd.
At the beginning of year
–
–
Investment in associate
39
–
Share of results after tax
24
–
Investments in associates at end of the year
63
–
6,648
6,928
(b)
Summary of significant associates’ assets, liabilities and results
A summary of Capital Advisers Co. Ltd.’s assets, liabilities and results are as follows:
2005
2004
US$’000
US$’000
Investments in property related projects
13,018
11,755
Cash and cash equivalents
6,240
7,494
Other assets
12,181
6,588
Total assets
31,439
25,837
Amount due to Uni-Asia Finance Corporation
(756)
(4,781)
Other liabilities
(15,956)
(5,562)
Minority interest
(29)
(29)
Shareholders’ equity (of which Company has 44.8% 
interest, 2004: 44.8%)
14,698
15,465
Shareholders’ equity
- Company’s 44.8% interest
6,585
6,928
B-34
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


20
Investments in associates (Continued)
For the
For the
year ended
year ended
31 December
31 December
2005
2004
US$’000
US$’000
Results to 31 December 2005, translated at an average rate 
of JPY110.85 (2004: JPY114.00) to US$1:
Revenue
11,382
4,539
Staff costs
(2,354)
(1,974)
Interest expense
(201)
(210)
Other expenses
(6,314)
(1,815)
Profit before tax
2,513
540
Taxation
(1,241)
(325)
Profit after tax
1,272
215
Profit before tax - Company’s interest
1,126
242
Taxation - Company’s interest
(556)
(146)
Profit after tax - Company’s interest (of which Company 
has 44.8% interest, 2004: 44.8%)
570
96
A summary of Uni Ships and Management Limited’s assets, liabilities and results are as follows:
2005
2004
US$’000
US$’000
Cash and cash equivalents
231
–
Other assets
10
–
Total assets
241
–
Other liabilities
(32)
–
Shareholders’ equity (of which Company has 30% interest) 
209
–
Shareholders’ equity
- Company’s 30% interest
63
–
B-35
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


20
Investments in associates (Continued)
For the
For the
year ended
year ended
31 December
31 December
2005
2004
US$’000
US$’000
Revenue
229
–
Other expenses
(131)
–
Profit before tax
98
–
Taxation
(17)
–
Profit after tax
81
–
Profit before tax - Company’s interest
29
–
Taxation - Company’s interest
(5)
–
- Profit after tax - Company’s interest (of which Company has  30%)
24
–
(c)
Details of associates
As at 31 December 2005, details of the associates, all of which are unlisted, were as follows:
Country/place
Issued and
Attributable
Principal activities
and date of
fully paid up
equity
and place of
Name
incorporation
share capital
interest
operation
Indirectly held:
Capital Advisers 
Japan
JPY892,500,000
44.8%
Japanese property 
Co. Ltd.
24 February 2000
common shares
investment and 
management 
Japan
Directly held:
Uni-Ships and
Hong Kong
HK$1,000,000
30%
Hong Kong Project 
Management 
25 January 2005
common shares
management for
Ltd.
vessels
B-36
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


20
Investments in associates (Continued)
(d)
Amounts due from associates
The amounts due from associates constituted the principal balance and interest accrued on an
unsecured revolving short term loan facility of US$756k  equivalent to JPY89m  (2004: US$4,754k
equivalent to JPY489m). The interest rate was revised to 1.375% per annum. Interest charged on
amounts due from associates for the year was US$60k (2004: US$101k).
(e)
Amounts due to associates
The amounts due to associate are unsecured, interest free and with no fixed repayment terms.
21
Accounts receivable
In general, the Group grants a credit period of 7 to 60 days to its customers. The aging analysis of
the accounts receivable is as follows:
2005
2004
US$’000
US$’000
30  days or less
464
77
Over 90 days
1
16
465
93
22
Cash and bank balances
2005
2004
US$’000
US$’000
Cash at bank and in hand
5,565
1,942
Short term bank deposits
21,979
22,058
Cash and cash equivalents
27,544
24,000
The effective interest rate on short term bank deposits was 0.2% (2004: 1.15%) and these deposits
have an average maturity of 35 days.
B-37
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


23
Share capital
2005
2004
US$’000
US$’000
Authorized:
60,000,000 shares of US$1 each
60,000
60,000
Issued and fully paid:
28,000,000 shares of US$1 each
28,000
28,000
24
Reserves
Share
Retained
Exchange
Note
capital
earnings
difference
Total
US$’000
US$’000
US$’000
US$’000
Balance at 1st January 2005
28,000
12,517
–
40,517
Net investment hedge
–
–
(879)
(879)
Currency translation 
difference
–
–
879
879
Profit for the year and total 
recognized income for 2005
–
9,439
–
9,439
Balance at 31st December 
2005
28,000
21,956
–
49,956
Balance at 1st January 2004
28,000
5,982
–
33,982
Net investment hedge
–
–
262
262
Currency translation difference
–
–
(262)
(262)
Profit for the year and total 
recognized income for 2004
–
7,935
–
7,935
Dividend
13
–
(1,400)
–
(1,400)
Balance at 31st December
2004
28,000
12,517
–
40,517
B-38
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


25
Accounts payable
The aging analysis of the accounts payable is as follows:
2005
2004
US$’000
US$’000
30 days or less
226
2,246
Between 31-60 days
–
3
Between 61-90 days
1
–
Over 90 days
–
18
227
2,267
26
Borrowings
2005
2004
US$’000
US$’000
Term borrowings matured within one year
–
1,053
Revolving secured loan due within one year
9,041
11,473
9,041
12,526
Included in borrowings is a secured loan of JPY1.065 billion (approximately US$9,041k)
collateralized by a cash deposit of US$10,082k with the same financial institution (2004: a loan of
JPY1.18 billion, (approximately US$11,473k) collateralized by US$12,614k).
Fair value of borrowings approximate the carrying amounts due to their being floating rate
instruments and no changes to the Group’s credit risk.
2005
2004
Weighted average effective interest rates:
Bank borrowing - JPY
0.34%
0.34%
Bank borrowing - US$
2.97%
2.84%
Cash deposit
0.20%
1.15%
B-39
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


26
Borrowings (Continued)
The borrowings of the Group are at floating JPY LIBOR rates:
2005
2004
US$’000
US$’000
Term borrowings matured within one year
–
1,053
Revolving secured loan due within one year
9,041
11,473
Total borrowings
9,041
12,526
27
Subsidiary companies
(a)
Details of principal investments in subsidiaries
Details of the principal subsidiaries within the Group at the date of this report are as follows:
Country/place
Issued and
Attributable
Principal activities
and date of
fully paid up
equity
and place
Name
incorporation
share capital
interest
of operation
Directly held:
Uni-Asia Capital 
Singapore
US$1,000,000
100%
Ship chartering
(Singapore) 
7 August 1997
arrangement
Limited
Off-Shore 
British Virgin Islands
US$1
100%
Holding and 
Property 
23 April 1998
investment company
Investment 
BVI
Corporation
Uni-Asia 
Hong Kong
HKD20
100%
Inactive
Services and 
27 June 1997
Hong Kong
Agency Limited
Indirectly held:
Uni-Asia Finance 
Japan
JPY 10,000,000
100%
Corporate finance 
Corporation 
9 November 1998
services Japan
(Japan)
(b)
Amounts due from subsidiaries
The amounts due from subsidiaries are unsecured, at an interest rate of 2% per annum.
B-40
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


27
Subsidiary companies (Continued)
(c)
Amounts due to subsidiaries
The amounts due to subsidiaries are unsecured, interest free and with no fixed repayment terms.
28
Cash generated from operations
(a)
Reconciliation of profit before taxation to cash generated from operations 
2005
2004
US$’000
US$’000
Profit before taxation
9,918
8,114
Adjustments for:
Depreciation
106
77
Interest income
(940)
(339)
Interest expenses
42
46
Results of associates
(594)
(96)
Interest from loans to associate
(60)
(86)
Net foreign exchange loss
452
20
Increase in rental and utility deposits paid
(207)
(33)
(Increase)/decrease in accounts receivable
(165)
552
Increase in prepaid expenses
(19)
(38)
(Decrease)/increase  in accounts payable
(2,038)
1,924
Increase in accrued expenses
240
1,281
Increase in amount due to associates
11
–
Decrease in deferred income
(2)
–
Recovery on loans and interest receivable
–
(250)
Investment returns
(5,011)
(6,682)
Income from defaulted loans
–
(1,862)
Cash generated from operations
1,733
2,628
(b)
Major non-cash transactions
During the year ended 31 December 2005, the share of taxation of associate amounted to
US$561k (2004: US$146k).
B-41
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


29
Financial risk management 
(a)
Financial risk factors 
The Group holds monetary assets and liabilities, transacts in foreign exchange transactions with
third parties and has mismatched Yen denominated assets and liabilities. All these operations give
rise to risk exposures.
Financial instruments traded or held include cash and cash equivalents, investments, loans and
receivables and borrowings.
Forward rate agreements are used to manage the Group’s own exposures to foreign exchange risk
as part of its asset and liability management process. The principal derivative instruments used by
the Group are foreign exchange rate related contracts. Most of the Group’s derivative positions
have been entered into to hedge investments in subsidiaries.
(i)
Market risk
Market risk is the risk that the value of a financial instrument will fluctuate as a result of changes in
market prices, whether those changes are caused by factors specific to the individual financial
instrument or by factors affecting all financial instruments traded in or indexed to a market. The
Group is exposed to market risk on financial instruments that are valued at market prices and
primarily consist of investments, loans, property development projects and marketable securities.
(ii)
Foreign exchange risk
The Group has certain investments in Japan, whose net assets are exposed to foreign currency
translation risk. Currency exposure arising from the net assets of the Group’s foreign operations is
managed primarily through borrowings denominated in the relevant foreign currencies.
(iii)
Interest rate risk
Interest rate risk is the risk that the value of a financial instrument will fluctuate as a result of
changes in market interest rates and the cash flow risks associated with the variability of cash
flows from floating rate financial instruments. The Group is exposed to interest rate risk primarily
from interest rate re-pricing differences between customers’ loans, borrowings, cash and cash
equivalents and shareholders’ capital.
(iv) 
Credit risk
Credit risk is the risk of loss resulting from the failure of counterparties to meet the terms of their
obligations. The Group is exposed to credit risk through loans and investments, and through
counterparty default risk on transactions, including foreign exchange transactions in the process of
settlement.
B-42
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


29
Financial Risk Management (Continued)
(v) 
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities,
the availability of funding through an adequate amount of committed credit facilities and the ability
to close out market positions.
(b)
Risk management
The Group’s principal risks are market risk, credit risk and foreign exchange risk. The directors
consider the interest rate risk and liquidity risk of the Group to be immaterial.
Market risk and credit risk
The Group seeks to minimise these risks by performing detailed reviews of loan counterparties or
asset issuers prior to purchase approval, and by either selling on participated loans to other parties
or entering into offsetting loans payable when the directors wish to preserve the Group’s liquidity.
The Group seeks to minimize adverse movements in market price of financial instruments by
extensive due diligence procedures to ensure acquisition at prices below their perceived fair value.
Foreign exchange and interest rate risk
The directors review their currency exposures and enter into foreign currency forward contracts
when considered necessary to hedge against adverse currency movements.
The Group uses the following derivative instruments for both hedging purposes:
Forward rate agreements are individually negotiated interest rate futures that call for a cash
settlement at a future date for the difference between a contracted rate of interest and the current
market rate, based on a notional principal amount.
Currency and interest rate swaps are commitments to exchange one set of cash flows for another.
Swaps result in an economic exchange of currencies or interest rates (for example, fixed rate for
floating rate) or a combination of all these (i.e. cross-currency interest rate swaps). No exchange of
principal takes place, except for certain currency swaps. The Group’s credit risk represents the
potential cost to replace the swap contracts if counterparties fail to perform their obligation. This
risk is monitored on an ongoing basis with reference to the current fair value, a proportion of the
notional amount of the contracts and the liquidity of the market. To control the level of credit risk
taken, the Group assesses counterparties using the same techniques as for its lending activities.
Liquidity risk 
The Group will maintain sufficient cash and marketable securities, the availability of funding
through an adequate amount of committed credit facilities and the ability to close out market
positions.
B-43
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


29
Financial Risk Management (Continued)
(c)
Fair value estimation 
The fair value of financial instruments traded in active is based on quoted market prices at the
balance sheet date. The quoted market price used for financial assets held by the Group is the
current bid price.
The fair value of financial instruments that are not traded in an active market (for example, over-
the-counter derivatives) is determined by using valuation techniques. The Group uses a variety of
methods and makes assumptions that are based on market conditions existing at each balance
sheet date. Quoted market prices or dealer quotes for similar instruments are used for long-term
debt. Other techniques, such as estimated discounted cash flows, are used to determine fair value
for the remaining financial instruments. The fair value of interest rate swaps is calculated as the
present value of the estimated future cash flows. The fair value of forward foreign exchange
contracts is determined using quoted forward exchange rates at the balance sheet date.
The nominal value less impairment provision of trade receivables and payables are assumed to
approximate their fair values.
30
Commitments
(a)
Capital commitments
Capital expenditure contracted for at the balance sheet date but not yet incurred are as follows:
2005
2004
US$’000
US$’000
Motor vehicle
–
81
Leasehold Improvement
515
–
(b)
Lease commitments
Commitments, under non-cancellable operating leases with a term of more than one year, fall due:
2005
2004
US$’000
US$’000
Within one year
1,096
643
Later than one year and not later than five years
1,156
399
2,252
1,042
B-44
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


30
Commitments (Continued)
(c)
Investment commitments
2005
2004
US$’000
US$’000
Un-drawn investment commitments at 31st December
–
12,484
Investment for Harmonic Shipping
4
–
Shareholder Loans
1,283
–
The Company committed to purchase 38% of the share capital of Harmonic Shipping whose
principal activity is the owning of ships.
Shareholder loans represent the outstanding balance of maximum commitment to Fortitude
Containership S.A., Union Containership S.A. and Falcon Containership S.A. as contained in the
shareholders loan agreement dated 15 August 2005.
31
Related party transactions
Related parties include investments, associates and property development projects held for sale
where the Group holds a beneficial interest in, and is also contracted as a service provider to
manage or administer such investment, company, entity or property.
Related party transactions are carried out under normal commercial terms and conditions and
generate fee income as disclosed in Note 5, investment returns as disclosed in Note 6, directors’
remunerations and other allowances as disclosed in Note 15, investments in associates and
amounts due from associates as disclosed in Note 20.
Related party balances comprise the unlisted performance notes as disclosed in Note 18.
The following transactions were carried out with related parties:
2005
2004
US$’000
US$’000
Agency, arrangement, administration and incentive fees from 
shipping finance, investment and management (Note (a))
2,387
2,210
Agency, advisory, administration and incentive fees from 
distressed loans (Note (b))
700
303
Administration service fee (Note (c))
51
–
Arrangment fee from shipping investment management  (Note (d))
1,982
–
Return on performance notes – shipping business (Note (e)) 
2,491
2,589
Return on performance notes – distressed debt (Note (e)) 
318
103
Gain on sales of investment (Note (f))
248
709
B-45
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


31
Related party transactions (Continued)
2005
2004
US$’000
US$’000
Amount due to associates (Note (g))
11
–
Amount due from associates (Note (h))
756
4,781
Notes:
(a)
The Group is entitled to receive from Searex Asset Management Limited, an investment of the
Group, the following fees:
(i)
a minimum administration fee of US$5,000 per month for each shipping asset owned by
Searex Asset Management Limited, including the vessels being acquired which are subject
of a memorandum of agreement, payable quarterly in advance.
(ii)
a brokerage fee of approximately 0.75% to 1.25% on the sum of the daily charter hire of a
vessel.
(iii)
an incentive fee of approximately 10% of the sum of the net proceeds, accumulated cash
balance and liabilities outstanding from the disposal of certain vessels.
(iv)
a loan arrangement fee of approximately 1% of the purchase price of a vessel.
(b)
The Group is entitled to receive from AAA Strategic Investment Limited, an investment of the
Group, the following fees:
(i)
an administration fee of US$75k per annum for performance notes series 1 payable semi-
annually in advance and an administration fee for performance notes series 2 payable semi-
annually in advance in the amount of US$50k for the full or partial issuance of performance
notes each of the first three US$5 million amounts up to a maximum of US$150k.
(ii)
an agency fee of US$25k per annum for performance notes series 1 payable semi-annually
in advance, and an agency fee for performance notes series 2, payable semi-annually in
advance, in the amount of US$50k per annum for the full or partial issuance of each of the
first three US$5 million tranches of performance notes.
(iii)
an incentive fee, calculated on an asset by asset basis, in addition to the administration fee.
The initial incentive fee is calculated as 20% of the cumulative cash recovered from each
asset in excess of 110% of that asset’s initial cost.
The subsequent incentive fee is
calculated as twenty percent of additional cash recovered from each asset in excess of that
asset’s additional cost. The incentive fee is calculated and paid semi-annually.
B-46
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


31
Related party transactions (Continued)
(c)
The Group is entitled to receive from Uni Ships and Management Limited (USML), an associated
company of the Group, a monthly administration service fee of US$6,335 in respect to the
administration, accounting and financial matters of USML.
(d)
The Group is entitled to receive from Fortitude Containership SA, Falcon Containership SA and
Union Containership SA, investments of the Group, the following fees:
(i)
project arrangement fee being 1% of the contract price of the vessel.
(ii)
finance arrangement fee being 1% of the contract price of the vessel.
(iii)
administration fee of US$7,000/month.
(e)
Performance notes are redeemed semi-annually, in whole or in part, calculated based on net cash
recovered from the underlying assets. Performance note redemptions are determined based on
the total original cost of recovered assets less the deduction of fees and other expenses incurred in
recovery of such assets. Recovery amounts from assets in excess of that required for performance
note repayments are paid out as interest on those performance notes.
(f)
In June 2005, the Company disposed of its equity interest in Glade Mate Investments, to a related
party, Searex Asset Management Limited.
(g)
The amounts due to associate are unsecured, interest free and have no fixed repayment terms.
(h)
The amounts due from associates constituted loans to Capital Advisers Co. Ltd.
The principal balance and interest accrued on an unsecured revolving short term loan facility of
US$756k equivalent to JPY89 million (2004: US$4,791k equivalent to JPY489 million). The interest
rate was revised to 1.375% per annum since May 2004  Interest charged on amounts due from
Capital Advisers Co. Ltd during the year was US$60k (2004: US$101k).
32
Deposits pledged as collateral
As at 31st December 2005, the Group had US$10,082k (2004: US$12,614k) of deposits pledged
as collateral against Japanese Yen denominated revolving bank loan facilities.
33
Post balance sheet events
On 8 March 2006, Uni-Asia purchased 38% of share capital of Harmonic Shipping whose principal
activity is the owning of ships.
34 
Approval of the consolidated financial statements
The consolidated financial statements were approved by the board of directors on 16th June 2006.
B-47
APPENDIX B – CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2005
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2006
The consolidated financial statements for the year ended 31 December 2006 and the auditors’ report on
the consolidated financial statements for the year ended 31 December 2006 were not prepared for
purposes of inclusion in the Prospectus and, save for references to page numbers which have been
altered to conform to the pagination of the Prospectus, have been reproduced and are set out on pages
C-6 to C-51 and page C-5, respectively.
C-1
APPENDIX C


DIRECTORS’ REPORT TO THE SHAREHOLDERS 
OF UNI-ASIA FINANCE CORPORATION
The directors submit their report together with the audited consolidated financial statements of Uni-Asia
Finance Corporation (the “Company”) and its subsidiaries (together the “Group”) for the year ended 31st
December 2006.
General Information 
The principal activities of the Group are finance arrangement and investment management. The Group
acted in the capacities of principal investor, finance arranger and fund administrator for various classes of
alternative investments in ships, distressed assets and real estate. The main sources of income for the
Group include fee income, investment returns, interest income and other income generated from the four
departments/units listed below.
–
Structured Finance department focuses on finance arrangement in the shipping sector in Asia. The
Group acts as the arranger, packager, charter broker and agent and participates in syndicated
commercial loans and tax oriented leases.
–
Asset Finance department focuses on investment and management of ships including the
acquisition and disposal of ships and the investment management of assets held by the Group and
on behalf of third parties.
–
Distressed Assets Investment department focuses on investment and management activities in
Asia including the acquisition and disposal of distressed Asian assets and the investment
management of assets held by the Group and on behalf of third parties.
–
Real estate activities are conducted through our 44.8% owned associated company engaged in the
investment and management of real estate projects in Japan including the arrangement of
investment and co-investment in the development and trading of Japanese hotels, commercial and
residential properties and the investment management of the properties held by the Group and on
behalf of third parties.
The Group is also seeking investment opportunities in new areas, projects or business where it will be
able to capitalize on its finance packaging and investment expertise in ships and real estate.
Operating and Financial Review
1.
Structured Finance
Structured finance activities are conducted mainly out of the Hong Kong and Tokyo offices. During
the year, the Group arranged syndicated transactions totalling US$460m (2005: US$930m).
The structured finance department generated arrangement and brokerage fee income of
US$5,707k (2005: US$6,842k) and agency fees of US$258k (2005: US$289k).
The directors are of the view that the business of finance arrangement will remain competitive and
the Group will continue to focus on providing enhanced value added services to our clients.
C-2
APPENDIX C – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006


Operating and Financial Review (Continued)
2.
Asset Finance
The asset finance department is engaged in shipping investment management for the Group and
for third parties. In December 2003, the Group ventured into shipping investment and acted as the
investor and administrator of two investment facilities held under Searex Asset Management
Limited. As at December 2006, the Group participated in the fund by way of subscribing to a
29.39% and 28.26% interest in the outstanding performance notes. In 2006, the Group also
invested 46% in Sunrise Shipping S.A and 40.4% in Harmonic Shipping S.A.
Through shipping investment management, debt arrangement and fund administration, the
department recorded total income of US$11,013k (2005: US$8,997k). A detailed breakdown of the
major income is as follows: US$1,289k as arrangement and project management fees (2005:
US$1,785k), US$63k as agency fee (2005: US$65k), US$1,939k as fund management fee (2005:
US$2,552k) and US$7,403k as investment return (2005: US$4,500k). As at 31st December 2006,
the total outstanding investment in the ships/shipping fund was US$18m (2005: US$13.4m).
The directors are of the view that the shipping market would remain opportunistic. The Group is
expected to launch a new shipping fund in Singapore in the near term and to launch new shipping
joint ventures to grow the size of the funds under management.
3.
Distressed Assets Investment 
The distressed assets investment department carries out the acquisition and disposition of non-
performing loans (NPLs) for the Group and for the managed funds.
AAA Strategic Investment Limited (AAA) is a co-investment fund administrated by the Group in
participation with a Japanese financial institution. Contribution from AAA to the Group amounted to
US$1,177k in 2006 (2005: US$1,019k). As at 31st December 2006, the nominal value of the notes
issued by AAA was US$2,674k (2005: US$5,294k) of which the Group’s participation reached
US$891k (2005: US$1,746k).
The directors are of the view that investing into NPLs has become less attractive. As a result, the
Group has extended from investment in NPLs to distressed and/or real estate projects. The Group
is currently conducting investment and due diligence on real estate investments in Asia; in
particular, China.
C-3
APPENDIX C – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006


Operating and Financial Review (Continued)
4.
Real Estate Investment Management in Japan
The Group’s property investment in Japan is conducted through Capital Advisers Co., Limited (CA),
an associated company in which the Group maintains an equity interest of 44.8%. As at 31st
December 2006, the Group’s outstanding investment in CA totaled US$8,397k (2005: US$6,585k).
Net Contribution from CA to the Group in 2006 was US$1,918k (2005: US$570k).
CA focuses on investment in residential projects and limited service hotels through the
arrangement of new property funds or existing property funds advised, administrated and managed
by the company. The company would take minority equity participations in the projects. As at 31st
December 2006, CA had invested JPY1,324m (2005: JPY1,534m) directly or indirectly in Japanese
properties along with property of sales of generating JPY3,419m (2005: JPY1,262m) in total
income during the year. Profit before taxation was JPY970m (2005: JPY279m).
In 2006, the property funds under CA’s management reached JPY58.4 billion with an increase of
JPY14.7 billion from the previous year.
The directors are of view that the Japan real estate market will continue to improve. CA will
continue to expand its real estate fund business and the hotel operation business in 2007.
The Group reported a net profit before tax of US$11,831k (2005: US$9,918k) after factoring in total
expenses of US$9,485k (2005: US$8,901k).
On behalf of the board
Kazuhiko Yoshida
Managing Director, Chief Executive Officer
Hong Kong, 27 June 2007
C-4
APPENDIX C – DIRECTORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006


AUDITORS’ REPORT TO THE SHAREHOLDERS OF
UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
We have audited the accompanying consolidated financial statements of Uni-Asia Finance Corporation
(the “Company”) and its subsidiaries (together, the “Group”) which comprise the consolidated balance
sheet as of 31 December 2006 and the consolidated income statement, consolidated statement of
changes in shareholders’ equity and consolidated cash flow statement for the year then ended and a
summary of significant accounting policies and other explanatory notes.
Directors’ responsibility for the financial statements 
Directors are responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with International Financial Reporting Standards. This responsibility includes:
designing, implementing and maintaining internal control relevant to the preparation and fair presentation
of financial statements that are free from material misstatement, whether due to fraud or error; selecting
and applying appropriate accounting policies; and making accounting estimates that are reasonable in the
circumstances.
Auditor’s responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with International Standards on Auditing. Those standards require
that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the 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 entity’s 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 financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit.
Opinion
In our opinion, the accompanying consolidated financial statements give a true and fair view of the
financial position of the Group as of 31 December 2006, and of its financial performance and its cash
flows for the year then ended in accordance with International Financial Reporting Standards.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, 27 June 2007
(Partner-in-charge: Colin Shaftesley)
C-5
APPENDIX C – AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2006
Note
2006
2005
US$’000
US$’000
ASSETS
Non-current assets
Property, plant and equipment 
15
652
147
Loans receivable
16
2,500
50
Investments
17
19,249
15,437
Investments in associates
19(a)
8,472
6,648
Loan amounts due from associates
29(i)
–
756
Deposit  for purchase of vessel
3,944
–
34,817
23,038
Current assets
Loans receivable
16
3,050
100
Rental and utility deposits paid
375
433
Deposits pledged as collateral 
30
5,053
10,082
Accounts receivable
20
1,491
465
Derivative financial instruments
18
163
–
Prepaid expenses
235
267
Interest receivable
74
20
Amount due from associates
29(j)
4
–
Cash and bank balances
21
22,205
27,544
Tax receivable
105
–
32,755
38,911
Total assets
67,572
61,949
The notes on pages C12 to C51 are an integral part of these consolidated financial statements.
C-6
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED BALANCE SHEET (Continued)
AS AT 31 DECEMBER 2006
Note
2006
2005
US$’000
US$’000
EQUITY
Capital and reserves attributable to equity holders 
of the company
Share capital
22
28,000
28,000
Other reserves
(223)
–
Retained earnings
31,989
21,956
Total equity
59,766
49,956
LIABILITIES
Non-current Liabilities
Deferred tax liabilities
11(b)
636
264
636
264
Current Liabilities
Amount due to associate
29(j)
1
11
Borrowings
24
4,222
9,041
Accounts payable
23
278
227
Derivative financial instruments
18
144
–
Accrued expenses
2,462
2,023
Tax payable
63
427
Total current liabilities 
7,170
11,729
Total equity and liabilities 
67,572
61,949
Approved by board of directors on 27 June 2007
and signed on its behalf by:
Director
Director 
The notes on pages C12 to C51 are an integral part of these consolidated financial statements.
C-7
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2006
Note
2006
2005
US$’000
US$’000
Fee income
5
9,922
12,234
Investment returns
6
7,983
5,011
Interest income
7
1,543
936
Other income
22
86
Total income
19,470
18,267
Employee benefits expense
10
(6,084)
(5,481)
Depreciation expense
15
(278)
(106)
Other expenses
8
(3,107)
(3,316)
(Loss)/ gain on disposal of fixed assets
(16)
2
(9,485)
(8,901) 
Operating profit 
9,985
9,366
Finance costs - interest expense
7
(83)
(42)
Share of profit of associates after tax
9
1,929
594
Profit before income tax 
11,831
9,918
Income tax expense
11
(398)
(479)
Profit for the year
11,433
9,439
Earnings per share ($US per share) for profit attributable to 
the equity holders of the company during the year
- basic and diluted
13
US$0.408
US$0.337
The notes on pages C12 to C51 are an integral part of these consolidated financial statements.
C-8
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2006
Share
Retained
Other
Note
capital
earnings
reserve
Reserve
Total
US$’000
US$’000
US$’000
US$’000
US$’000
Balance at 1 January 2006
28,000
21,956
–
–
49,956
Net investment hedge
–
–
–
(61)
(61)
Currency translation difference
–
–
–
61
61
Profit for the year 
–
11,433
–
–
11,433
IPO expense 
–
–
(223)
–
(223)
Dividend paid
12
–
(1,400)
–
–
(1,400)
Balance at 31 December 2006
28,000
31,989
(223)
–
59,766
Balance at 1 January 2005
28,000
12,517
–
–
40,517
Net investment hedge
–
–
–
(879)
(879)
Currency translation difference
–
–
–
879
879
Profit for the year 
–
9,439
–
–
9,439 
Balance at 31 December 2005
28,000
21,956
–
–
49,956
Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from
the proceeds of the IPO. Since the IPO process is still underway at 31 December 2006, the related
incremental costs are shown as a direct balance under other reserve.
The notes on pages C12 to C51 are an integral part of these consolidated financial statements.
C-9
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2006
Note
2006
2005
US$’000
US$’000
Cash flows from operating activities
Cash generated from Group’s operations
26(a)
444
1,733
Interest received on bank balances
1,197
927
Income tax paid
(495)
(1)
Net cash generated from operating activities
1,146
2,659
Cash flows from investing activities
Cash flows from investments:
Purchase of investments
(4,340)
(9,825)
Proceeds from sales of investments
3,830
2,911
Dividend received from investments
–
2
Cash flows from associates:
Repayment of principal and interest from loans 
to associate
758
4,085
Cash flows from other investing activities:
Purchase of fixed assets
(838)
(134)
Proceeds from disposal of fixed assets
38
–
Deposit for purchase of vessel
(3,944)
–
Loans advanced
(16,930)
–
Loan repaid 
11,530
1,200
Interest received from syndicated loans
291
48
Decrease in deposits pledged as collateral
5,029
2,533
Proceeds received from interest on performance notes
4,690
4,359
Purchase of foreign exchange contracts 
–
(25,433)
Proceeds from settlement of foreign exchange 
contracts and swaps
–
25,499
Net cash generated from investing activities
114
5,245
The notes on pages C12 to C51 are an integral part of these consolidated financial statements.
C-10
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
CONSOLIDATED CASH FLOW STATEMENT (Continued)
FOR THE YEAR ENDED 31 DECEMBER 2006
Note
2006
2005
US$’000
US$’000
Cash flows from financing activities
Interest paid on borrowings
(82)
(45)
New borrowings
2,220
–
Repayment of borrowings
(7,039)
(3,485)
Dividend paid
(1,400)
(1,400)
IPO expenses 
(223)
–
Net cash used in financing activities
(6,524)
(4,930) 
Net (decrease)/increase in cash and cash equivalents
(5,264)
2,974
Movements in cash and cash equivalents:
Cash and cash equivalents at beginning of year
27,544
24,000
Net (decrease) / increase in cash and cash equivalents
(5,264)
2,974
Effects of exchange rate changes
(75)
570
Cash and cash equivalents at end of the year
21
22,205
27,544
The notes on pages C12 to C51 are an integral part of these consolidated financial statements.
C-11
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
1
General information
The principal activities of Uni-Asia Finance Corporation (the “Company”) and its subsidiaries
(together, the “Group”) are the arrangement of, acting as agent of and participation in syndicated
commercial loans, arrangement, management and co-investment in development and trading of
Japanese property assets and the acquisition, management and disposal of distressed Asian
assets and shipping business.
The Company is an exempted company incorporated in the Cayman Islands on 17 March 1997
with limited liability.
2.
Summary of significant accounting policies 
The principal accounting policies applied in the preparation of these consolidated financial
statements are set out below. These policies have been consistently applied to all the years
presented, unless otherwise stated.
(a)
Basis of preparation
The consolidated financial statements of Uni-Asia Finance Corporation have been prepared
in accordance with International Financial Reporting Standards (IFRS). The consolidated
financial statements have been prepared under the historical cost convention as modified by
the revaluation of financial assets and financial liabilities (including derivative instruments) at
fair value through profit or loss.
The preparation of financial statements in conformity with IFRS requires the use of certain
critical accounting estimates. The areas where assumptions and estimates are significant to
the consolidated financial statements, are disclosed in note 4.
The following new standards, amendments to standards and interpretations are mandatory
for financial year ending 31 December 2006.
Amendment to IAS 39, Amendment to ‘The fair value option’, effective for annual periods
beginning on or after 1 January 2006. This amendment does not have any impact on the
classification and valuation of the Group’s financial instruments which were classified at fair
value through profit or loss prior to 1 January 2006 as the Group was able to comply with the
amended criteria for the designation of financial instruments at fair value through profit or
loss;
Amendment to IAS 21, Amendment ‘Net investment in a foreign operation’, effective for
annual periods beginning on or after 1 January 2006. This amendment is not relevant for the
Group;
The following new standards, amendments to standards and interpretations have been
issued but are not effective for 2006 and have not been early adopted:
IFRIC 8, ‘Scope of IFRS 2’, effective for annual periods beginning on or after 1 May 2006.
Management is currently assessing the impact of IFRIC 8 on the Group’s operations;
C-12
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
2
Summary of significant accounting policies (Continued)
(a)
Basis of preparation (Continued)
IFRIC 9, ‘Reassessment of Embedded Derivatives’, effective for annual periods beginning on
or after 1 June 2006.
Management believes that this interpretation should not have a
significant impact on the reassessment of embedded derivatives as the Group already
assess if embedded derivative should be separated using principles consistent with IFRIC 9;
and
IFRS 7, ‘Financial instruments: Disclosures’, effective for annual periods beginning on or
after 1 January 2007.
IAS 1, ‘Amendments to capital disclosures’, effective for annual
periods beginning on or after 1 January 2007. The Group assessed the impact of IFRS 7
and the amendment to IAS 1 and concluded that the main additional disclosures will be the
sensitivity analysis to market risk and capital disclosures required by the amendment of IAS
1. The Group will apply IFRS 7 and the amendment to IAS 1 from annual periods beginning
1 January 2007.
IFRS 8, ‘Operating Segments’ effective from annual periods beginning on or after 1 January
2009.
Other standards, amendments, and interpretations mandatory for accounting periods
beginning on or after 1 January 2006 are not relevant to the Group’s operation.
(b)
Consolidation 
(i)
Subsidiaries 
Subsidiaries are all entities (including special purpose entities) over which the Group
has the power to govern the financial and operating policies generally accompanying a
shareholding of more than one half of the voting rights. The existence and effect of
potential voting rights that are currently exercisable or convertible are considered
when assessing whether the Group controls another entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are de-
consolidated from the date that control ceases.
The purchase method of accounting is used to account for the acquisition of
subsidiaries by the Group. The cost of an acquisition is measured as the fair value of
the assets given, equity instruments issued and liabilities incurred or assumed at the
date of exchange, plus costs directly attributable to the acquisition. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination
are measured initially at their fair values at the acquisition date, irrespective of the
extent of any minority interest. The excess of the cost of acquisition over the fair value
of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If
the cost of acquisition is less than the fair value of the net assets of the subsidiary
acquired, the difference is recognized directly in the consolidated income statement.
Inter-company transactions, balances and unrealized gains on transactions between
group companies are eliminated. Unrealized losses are also eliminated but considered
an impairment indicator of the asset transferred. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the policies adopted
by the Group.
C-13
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
2
Summary of significant accounting policies (Continued)
(b)
Consolidation (Continued)
(ii)
Associates 
Associates are all entities, over which the Group has significant influence but not
control, generally accompanying a shareholding of between 20% to 50% of the voting
rights. Investments in associates are accounted for using the equity method of
accounting and are initially recognized at cost. The Group’s investments in associates
are detailed in Note 19.
The Group’s share of its associates’ post-acquisition profits or losses is recognized in
the income statement, and its share of post-acquisition movements in reserves is
recognized in reserves. The cumulative post-acquisition movements are adjusted
against the carrying amount of the investment. When the Group’s share of losses in
an associate equals or exceeds its interest in the associates, including any other
unsecured receivables, the Group does not recognize further losses, unless it has
incurred obligations or made payments on behalf of the associate.
Unrealized gains on transactions between the Group and its associates are eliminated
to the extent of the Group’s interest in the associates. Unrealized losses are also
eliminated unless the transaction provides evidence of an impairment of the asset
transferred. Accounting policies of associates have been changed where necessary to
ensure consistency with the policies adopted by the Group.
Investments held by venture capital or similar entities are excluded from the scope of
IAS 28 where those investments are designated, upon initial recognition, as at fair
value through profit or loss and are accounted for in accordance with IAS 39. Certain
investments of the Group have applied this scope exemption with changes in fair value
recognised in profit or loss in the period of change. The directors have determined that
the Group does not carry on its business through these associates.
(c)
Revenue and other income recognition 
Arrangement fees are recognized on delivery and upon completion of the transaction/
service when all obligations associated with the transaction are completed and when the
amount of revenue can be measured reliably.
Agency fees and commissions are recognized when pre-agreed duties and functions of
acting as an agent has been rendered.
Project management fees are recognized on an accrual basis.
Administration / Agency Fee / Incentive fee from distressed Loans are recognized as they
crystallize according to the pre-agreed terms of contract.
Interest Income is recognized on a time-proportion basis using the effective yield basis.
C-14
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
2
Summary of significant accounting policies (Continued) 
(d)
Property, plant and equipment 
Property, plant and equipment is stated at cost less accumulated depreciation.
Leasehold improvements are depreciated over the remaining period of the lease while all
other fixed assets are depreciated at the following rates on a straight-line basis, which is
deemed sufficient to write off their costs to their residual values over their estimated useful
lives: office equipment at 33 1/3% per annum and other fixed assets at 25% per annum.
Gain and losses on disposals are determined by comparing proceeds with carrying amounts
and are included in the consolidated income statement.
(e)
Financial assets 
The Group classifies its financial assets in the following categories: at fair value through
profit or loss and loans and receivables. The classification depends on the purpose for which
the financial assets were acquired.
a)
Financial assets at fair value through profit or loss
This category has two sub-categories: ‘financial assets held for trading’ and those
designated at fair value through profit and loss at inception. A financial asset is
classified in this category if acquired principally for the purpose of selling in the short
term or if so designated by management. Derivatives are also categorised as ‘held for
trading’ unless they are designated as hedges. Assets in this category are classified
as current assets if they are either held for trading or are expected to be realized
within 12 months of the balance sheet date.
b)
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. These are included in current
assets, except for maturities greater than 12 months after the balance sheet date.
These are classified as non-current assets. Loans are classified as “Loans
Receivable” in the balance sheet.
Purchases and sales of investments are recognised at trade date - the date on which the
Group commits to sell the asset. Investments are initially recognised at fair value plus
transaction costs for all financial assets not carried at fair value through profit or loss.
Financial assets carried at fair value through profit or loss, are initially recognised at fair
value and transaction costs are expensed in the income statement. On initial recognition the
Group designates financial assets and liabilities at fair value through profit or loss where a
group of financial assets, financial liabilities or both is managed and its performance is
evaluated on a fair value basis in accordance with the Group investment strategy.
C-15
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
2
Summary of significant accounting policies (Continued) 
(e)
Financial assets (Continued) 
Investments are derecognised when the rights to receive cash flows from the investments
have expired or have been transferred and the Group has transferred substantially all the
risks and rewards of ownership. Financial assets at fair value through profit and loss are
subsequently carried at fair value.
Fair values for unquoted securities are estimated by the directors. In determining fair
valuation, the directors make use of market-based information and fair valuation models
such as discounted cash flow models. In many instances the directors also rely on financial
data of investees and on estimates provided by the management of the investee companies
as to the effect of future developments.
Performance notes are investments with income and maturity values which fluctuate based
on the distributions received from underlying assets, which are generally investments in
property development companies, defaulted loans or shipping companies. Fair values of
performance notes or other collective investment schemes are determined by the Group’s
interest in the fair values of each scheme’s underlying assets.
Gains and losses arising from changes in the fair value of all securities are recognized in the
consolidated income statement as they arise.
Although the directors use their best judgement in estimating the fair value of investments,
there are inherent limitations in any estimation techniques. Future confirming events will also
affect the estimates of fair value and the effect of such events on the estimates of fair value,
including the ultimate liquidation of investments, could be material to these consolidated
financial statements.
(f)
Cash and cash equivalents 
Cash and cash equivalents include cash in hand, bank balances and short term bank
deposits with an original maturity of less than three months.
(g)
Borrowings
Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings
are subsequently stated at amortized cost; any difference between the proceeds (net of
transaction costs) and the redemption value is recognized in the income statement over the
period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to
defer settlement of the liability for at least 12 months after the balance sheet date.
C-16
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
2
Summary of significant accounting policies (Continued) 
(h)
Deferred taxation 
Deferred income tax is provided in full, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the
consolidated financial statements. However, the deferred income tax, if it is not accounted
for, arises from initial recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor taxable profit or
loss. Deferred income tax is determined using tax rates (and laws) that have been enacted
or substantially enacted by the balance sheet date and are expected to apply when the
related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred income tax assets are recognized to the extent that it is probable that future taxable
profit will be available against which the temporary differences can be utilized.
Deferred income tax is provided on temporary differences arising on investments in
subsidiaries and associates, except where the timing of the reversal of the temporary
difference is controlled by the Group and it is probable that the temporary difference will not
reverse in the foreseeable future.
(i)
Employee benefits 
Pension obligations
Group companies have various defined contribution pension schemes in accordance with the
local conditions and practices in the countries in which they operate. A defined contribution
plan is a pension plan under which the Group pays fixed contributions into a separate entity
(a fund) and will have no legal or constructive obligations to pay further contributions if the
fund does not hold sufficient assets to pay all employees benefits relating to employee
services in the current and prior periods.
For defined contribution plans, the Company pays contributions to publicly or privately
administered pension insurance plans on a mandatory, contractual or voluntary basis.
Once the contributions have been paid, the Company has no further payment obligations.
The regular contributions constitute net periodic costs for the year in which they are due and
as such are included in staff costs.
Bonus scheme
The Company pays out bonus to employees based on the overall corporate performance, the
department being able to achieve the annual budget and the employee’s performance and
contribution to the Company.
C-17
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
2
Summary of significant accounting policies (Continued) 
(j)
Derivative financial instruments and hedging activities
Derivatives are initially recognised at fair value on the date a derivative contract is entered
into and are subsequently re-measured at their fair value. The method of recognising the
resulting gain or loss depends on whether the derivative is designated a hedging instrument,
and if so, the nature of the item being hedged. The Group designates certain derivatives as
hedges of net investments in foreign operations.
The Group documents at the inception of the transaction the relationship between hedging
instruments and hedged items, as well as its risk management objective and strategy for
undertaking various hedge transactions. The Group also documents its assessment, both at
hedge inception and on an ongoing basis, of whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes in fair values or cash flows of
hedged items.
(a)
Net investment hedge  
The effective portion of changes in the fair value of derivatives that are designated and
qualify as net investment hedge are recognised in equity. The gain or loss relating to
the ineffective portion is recognised immediately in the consolidated income
statement.
Gains and losses accumulated in equity are included in the consolidated income
statement when the foreign operation is disposed of.
(b)
Derivatives that do not qualify for hedge accounting 
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair
value of any derivative instruments that do not qualify for hedge accounting are
recognised immediately in the consolidated income statement.
(k)
Foreign currency translation 
(a)
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are
measured using the currency of the primary economic environment in which the entity
operates (‘the functional currency’). The consolidated financial statements are
presented in United States Dollars, which is the Company’s functional and
presentation currency.
(b) 
Transactions and balances
Foreign currency transactions are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions. Foreign exchange gains
and losses resulting from the settlement of such transactions and from the translation
at year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognized in the income statement, except when deferred in equity as
qualifying cash flow hedges and qualifying net investment hedges.
C-18
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
2
Summary of significant accounting policies (Continued) 
(k)
Foreign currency translation (Continued)
(c) 
Group companies
The results and financial position of all the group entities (none of which has the
currency of a hyperinflationary economy) that have a functional currency different from
the presentation currency are translated into the presentation currency as follows:
Assets and liabilities for each balance sheet presented are translated at the closing
rate at the date of that balance sheet.
Income and expenses for each income statement are translated at average exchange
rates (unless this average is not a reasonable approximation of the cumulative effect
of the rates prevailing on the transaction dates, in which case income and expenses
are translated at the dates of the transactions).
All resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net
investment in foreign operations, and of borrowings and other currency instruments
designated as hedges of such investments, are taken to shareholders’ equity. When a
foreign operation is sold, exchange differences that were recorded in equity are
recognised in the income statement as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are
treated as assets and liabilities of the foreign entity and translated at the closing rate.
(l)
Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by
the lessor are classified as operating leases. Payments made under operating leases (net of
any incentives received form the lessor) are charged to the consolidated income statement
on a straight-line basis over the period of the lease.
(m)
Dividend distributions 
Dividend distributions to the Company’s shareholders are recognised as a liability in the
Group’s financial statements in the period in which dividends are approved.
(n)
Segment reporting 
A business segment is a group of assets and operations engaged in providing products or
services that are subject to risks and returns that are different from those of other business
segments. A geographical segment is engaged in providing products or services within a
particular economic environment that are subject to risks and returns that are different from
those of segments operating in other economic environments.
C-19
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
3
Segment information 
Primary reporting format - business segments 
At 31 December 2006, the Group is organised on a worldwide basis into four main business
segments (departments): (1) structured finance; (2) ship investment/management; (3) distressed
assets investment/management; and (4) property investment/management.
The segment results for the year ended 31 December 2006 are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Income
5,994
11,013
1,177
53
1,233
19,470
Operating profits/ (losses)
3,271
8,463
246
(295)
(1,700)
9,985
Share of profit of associates
–
11
–
1,918
–
1,929
Finance costs – interest expenses
–
(32)
–
(51)
–
(83)
Profit before income tax
3,271
8,442
246
1,572
(1,700)
11,831
Less: income tax expenses  
(29)
(30)
–
(372)
33
(398)
Profit for the year
3,242
8,412
246
1,200
(1,667)
11,433
Other segment items are as follows: 
Capital expenditure
163
307
126
9
233
838
Depreciation 
67
99
38
3
71
278
The segment results for the year ended 31 December 2005 are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Income
7,165
8,997
1,019
186
900
18,267
Operating profits/ (losses)
4,710
6,920
22
(588)
(1,698)
9,366
Share of profit  of associates 
–
24
–
570
–
594
Finance costs – interest expenses
–
–
–
(42)
–
(42)
Profit before income tax
4,710
6,944
22
(60)
(1,698)
9,918
Less: income tax expense
(92)
(92)
–
(295)
–
(479)
Profit for the year
4,618
6,852
22
(355)
(1,698)
9,439
Other segment items are as follows: 
Capital expenditure
26
37
24
2
44
133
Depreciation 
43
22
14
1
26
106
C-20
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
3
Segment information (Continued) 
The segment assets and liabilities as at 31 December 2006 for the year then ended are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Segment assets 
2,086
28,972
2,194
1,227
–
34,479
Investment in Associates
–
75
–
8,397
–
8,472
Unallocated assets 
–
–
–
–
24,621
24,621
Total assets 
2,086
29,047
2,194
9,624
24,621
67,572
Segment liabilities 
852
1,198
95
744
–
2,889
Unallocated liabilities 
–
–
–
–
4,917
4,917
Total liabilities 
852
1,198
95
744
4,917
7,806
The segment assets and liabilities as at 31 December 2005 for the year then ended are as follows:
Distressed
Ship
assets
Property
Structured
investment/
investment/
investment/
finance
management
management
management
Unallocated
Group
US$’000
US$’000
US$’000
US$’000
US$’000
US$’000
Segment assets 
1,708
14,679
2,332
5,871
–
24,590
Investment in Associates 
–
63
–
6,585
–
6,648
Unallocated assets 
–
–
–
–
30,711
30,711
Total assets 
1,708
14,742
2,332
12,456
30,711
61,949
Segment liabilities 
556
891
63
362
–
1,872
Unallocated liabilities 
–
–
–
–
10,121
10,121
Total liabilities 
556
891
63
362
10,121
11,993
Segment assets consist primarily of property, plant and equipment, receivables and operating cash.
They exclude certain investments and cash and cash equivalents. The unallocated portion
represents mainly cash balances held by the Group which is not distinguishable into any particular
segment.
Segment liabilities comprise operating liabilities and exclude items such as certain corporate
borrowings.
Capital expenditure comprises incurred additions to property, plant and equipment (Note 15).
C-21
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
3
Segment information (Continued) 
Secondary reporting format - geographical segments 
The Group’s four business segments operate in three main geographical areas, even though they
are managed on a worldwide basis.
Global - the global segment represents activities with assets or customers with no fixed location,
which include structured finance and ship investment/ management.
Asia (ex-Japan) - the Asia (ex-Japan) segment represents activities with assets or customers
located in Asia (ex-Japan), which include structured finance, ship investment/management and
distressed assets investment/management.
Japan - the Japan segment represents activities with assets or customers located in Japan, which
include structured finance, ship investment/management and property investment/management.
2006
2005
US$’000
US$’000
Income
Global 
8,896
8,918
Asia (ex-Japan) 
6,823
3,052
Japan 
2,518
5,397
Unallocated 
1,233
900
19,470
18,267
Total assets 
Global 
28,972
14,679
Asia (ex-Japan) 
4,280
4,040
Japan 
1,227
5,871
Unallocated 
24,621
30,711
59,100
55,301
Investments in associates 
8,472
6,648
67,572
61,949
Capital expenditure 
838
133
Income and total assets attributable to business segments are based on the country in which the
customer is located. Income and assets not attributable to business segments are disclosed as
unallocated. There are no sales between the segments. Total assets and capital expenditure are
where the assets are located.
C-22
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
4
Critical accounting estimates
Estimates are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting
estimates will, by definition, seldom equal the related actual results. The estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities are discussed below.
Fair value of derivatives and other financial instruments
The fair value of financial instruments that are not traded in an active market are determined by
using valuation techniques. The Group uses its judgment in selecting methods and makes
assumptions that are based on market conditions existing at each balance sheet date. The Group
has used discounted cash flow analysis or other similar methodologies to value investments which
were not traded in an active market.
5
Fee income
2006
2005
US$’000
US$’000
Corporate finance arrangement, brokerage and agency fees 
7,317
8,138
Project Management fee
–
844
Agency, advisory, administration and incentives fees from 
distressed loans (Note 29)
667
700
Administration and incentive fees from shipping investment management 
1,938
2,552
9,922
12,234
Note:
Contingent assets 
At 31 December 2003, the Company had been contracted to arrange finance for 10 container
ships, for which the Company will collect a US$685k fee in respect of each ship. Completion fees
of US$548k per ship totalling US$5,480k were to be received on delivery and financing of each
ship.
There were totally 6 ships delivered up to end of 2006 which have been included as income for the
year ended 2005 or 2006 and the remaining contingent asset of US$2,192k at 31 December 2006
will be recognised as income in future years when circumstances are no longer contingent.
C-23
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
6
Investment returns
2006
2005
US$’000
US$’000
Realized (losses)/ gains on investments 
(2)
250
Return on performance notes - distressed debt (Note 29)
371
318
Return on performance notes - properties 
1
47
Return on performance notes - shipping business (Note 29)
4,291
2,491
Unrealised / realized gain on foreign exchange contracts 
19
67
Fair value adjustments on performance notes - distressed debt
139
–
Fair value adjustments on performance notes - shipping business
1,214
2,423
Fair value adjustments on performance notes - properties
50
79
Fair value adjustment on unlisted shares - shipping business
1,900
(664)
7,983
5,011
During the year, total fair value adjustments relating to performance notes amounted to US$3,303k
(December 2005: US$1,838k). Return on performance notes comprises interest income paid to
note holders during the year. Refer further to note 2(e) in respect of the accounting policy for fair
valuation on performance notes.
7
Interest income and expense
2006
2005
US$’000
US$’000
Interest income from:
- cash and cash equivalents 
1,233
900
- participation in syndicated loans 
310
36
1,543
936
Interest expense on:
- borrowings 
83
42
83
42
C-24
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
8
Other expenses 
2006
2005
US$’000
US$’000
Rental expenses under operating leases:
- office premises 
752
601
Auditors’ remuneration 
77
105
Traveling and entertainment 
801
863
Net foreign exchange loss
180
453
Professional service fees 
252
351
Miscellaneous expenses 
436
368  
Expense for IPO
609
575
3,107
3,316
9
Results of associates 
The Group’s share of results of associates after taxation is as follows:
2006
2005
US$’000
US$’000
Capital Advisers Co. Ltd.
3,743
1,126
Less: share of tax of Capital Advisers Co. Ltd (Note 19)
(1,825)
(556)
Uni Ship and Management Ltd.
14
29
Less: Share of tax of Uni-Ship and Management Ltd. (Note 19)
(3)
(5)
1,929
594
10
Employee benefit expense 
2006
2005
US$’000
US$’000
Salaries (including director’s remuneration)
5,187
4,817
Pension costs - defined contribution plans 
147
145
Staff residencies, other welfare and allowances 
750
519
6,084
5,481
C-25
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
10
Employee benefits expense (Continued)
The weighed average number of employees is as follows:
2006
2005
US$’000
US$’000
Full time 
30
27
Hong Kong 
24
21
Japan 
3
3
Singapore 
3
3
30
27
11
Income tax expense and deferred taxation 
(a)
Income tax expense 
2006
2005
US$’000
US$’000
Current tax 
26
393
Deferred tax 
372
86
398
479
The tax on the Group’s profit before tax differs from the theoretical amount that would arise
using the weighted average tax rate applicable to the profits of the consolidated companies
as follows:
2006
2005
US$’000
US$’000
Profit before tax 
11,831
9,918
Domestic tax rates applicable to profits in the respective countries 
2,071
1,736
Effect of different tax rates in other countries 
1,173
359
Income not subject to tax 
(2,846)
(1,616)
Tax charge 
398
479
Note:
Income not subject to taxation is only included to the extent that it negates profits at group
tax rate. Further adjustments are not made as the contingent tax asset is not recognised.
C-26
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
11
Income tax expense and deferred taxation (Continued)
(b)
Deferred taxation
Total
US$’000
At 1 January 2005
178
Charged to income statement
86
At 31 December 2005
264
Charged to income statement
372
At 31 December 2006
636
Deferred income tax assets are recognized for tax losses carried forward only to the extent
that the realization of the related tax benefit is probable. The Group has estimated tax
losses of US$6,746k (2005: US$7,104k) in Hong Kong to carry forward against future
taxable income of those companies, which have not been recognized in these consolidated
financial statements due to uncertainty of their recoverability.
12
Dividends 
The dividends paid in 2006 and 2005 were US$1,400k and US$1,400k respectively (US$0.05 per
share). A dividend in respect of the year ended 31st December 2006 of US$0.06 per share
amounting to a total dividend of US$1,680k was approved at the Board of Directors meeting on 24
January 2007. These financial statements do not reflect this dividend payable.
13
Earnings per share 
(a)
Basic
Basic earnings per share is calculated by dividing the profit attributable to equity holders of
the Company by the weighted average number of ordinary shares in issue during the year.
C-27
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
13
Earnings per share (Continued)
(b)
Diluted 
Diluted earnings per share is calculated adjusting the weighted average number of ordinary
shares outstanding to assume conversion of all dilutive ordinary shares during the year. The
Group has one category of potential ordinary shares: share options issued in 2004 by an
associate company. These share options are not considered to have a dilutive effect on
earnings per share.
2006
2005
US$’000
US$’000
Profit attributable to equity holders of the Company 
11,433
9,439
Weighted average number of ordinary shares in issue 
28,000
28,000
Earnings per share (US$ per share) - basic and diluted 
0.408
0.337
14
Emoluments for directors and highest paid individuals
(a)
Directors’ emoluments  
2006
2005
US$’000
US$’000
Fees & basic salaries 
1,364
1,223
Other emoluments:
Housing allowances and other allowances and benefits in kind 
334
275
Discretionary bonuses 
750
750
Contributions to pensions schemes for directors 
3
3
2,451
2,251
There were three independent non-executive directors who were appointed to the Group in
April 2005 and two of them resigned in April 2006.
C-28
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
14
Emoluments for directors and highest paid individuals (Continued)
The emoluments of the directors fell within the following bands.
Number of
Number of
directors
directors
2006
2005
Emoluments bands 
US$ Nil – US$15,000
7
8
US$15,001 - US$ 700,000 
–
–
US$700,001 - US$800,000
1
3
US$800,001 - US$900,000
2
–
10
11
(b)
Five highest paid individuals 
The five individuals whose emoluments were the highest in the Group for the year include 3
(2005: 3) directors whose emoluments are reflected in the analysis presented above. The
emoluments payable to the remaining 2 (2005: 2) individuals are as follows:
2006
2005
US$’000
US$’000
Basic salaries, housing allowances and other allowances 
and benefits in kind 
459
446
Bonuses 
550
627
Pension Costs
27
20
1,036
1,093
The emoluments fall within the following bands:
Number of individuals
2006
2005
Emoluments bands 
US$300,000 – US$450,000
1
1
US$450,001 – US$700,000
–
–
US$700,001 – US$750,000
1
1
2
2
(c)
No emoluments were paid in both 2005 and 2006 by the companies comprising the Group to
any of the directors or the five highest paid individuals as an inducement to join or upon
joining the Group or as compensation for loss of office.
C-29
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
15
Property, plant and equipment 
Leasehold
Furniture
improve-
Office
and
Motor
ments
equipment
fixtures
vehicles
Total
US$’000
US$’000
US$’000
US$’000
US$’000
Cost
At 1 January 2006
370
259
53
93
775
Additions
666
55
117
–
838
Disposals 
(53)
(13)
–
(93)
(159)
Exchange translation 
(1)
–
1
–
–
Written off 
(316)
(67)
(38)
–
(421)
At 31 December 2006
666
234
133
–
1,033
Accumulated depreciation
At 1 January 2006
368
187
53
20
628
Charge 
181
57
17
23
278
Disposals 
(53)
(10)
–
(43)
(106)
Exchange translation 
–
(1)
–
–
(1)
Written off
(315)
(65)
(38)
–
(418)
At 31 December 2006
181
168
32
–
381
Net book value 
At 31 December 2006
485
66
101
–
652
Cost
At 1 January 2005
385
321
61
64
831
Additions
2
38
–
93
133
Disposals
–
(2)
–
(64)
(66)
Exchange translation
(8)
(2)
–
–
(10)
Written off
(9)
(96)
(8)
–
(113)
At 31 December 2005
370
259
53
93
775
Accumulated depreciation
At 1 January 2005
356
229
60
63
708
Charge
27
57
1
21
106
Disposals
-
(1)
–
(64)
(65)
Exchange translation
(6)
(2)
–
–
(8)
Written off
(9)
(96)
(8)
–
(113)
At 31 December 2005
368
187
53
20
628
Net book value
At 31 December 2005
2
72
–
73
147
C-30
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
16
Loans receivable
2006
2005
US$’000
US$’000
Participation in loans
Repayable within one year
Interest rate at:
LIBOR plus 1.25% p.a. (2005: LIBOR plus 1.25% p.a.)
50
100
LIBOR plus 2% p.a.(2005: Nil) 
3,000
–
3,050
100
Participation in loans
Repayable between one and two years
Interest rate at:
LIBOR plus 1.25% p.a. (2005: LIBOR plus 1.25% p.a.)
–
50
6% p.a.
2,500
–
2,500
50
Loans receivable
5,550
150
The carrying amount of the loans approximates their fair value.
17
Investments
2006
2005
US$’000
US$’000
Non-Hong Kong
Unlisted shares
191
191
Unlisted shares – shiping business (Note (a) below)
8,288
3,699
Unlisted performance notes – properties investment (Note 29(f))
–
55
Unlisted performance notes – distressed debt (Note 29(f))
1,031
1,746
Unlisted performance notes – shipping (Note 29 (f))
9,739
9,746
19,249
15,437
Note: Investments are designated at fair value through profit or loss.
C-31
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
17
Investments (Continued)
(a)
Within unlisted shares - shipping business are investments totalling US$8,288k (2005:
US$3,699k) in six shipping companies which own and run cargo ships.
Country/place 
Issued and
Dec 2006 
Dec 2005 
and date of
fully paid up
% of
% of 
Principal
Name
incorporation
share capital
holdings
holdings
activities
Niigata Seimitsu
Japan
JPY3,874,300,000
0.14%
0.14%
Manufacturing
Co. Ltd.
17 January 1981
electronic devices
EuroAsia II Inc., 
Panama
US$10,000
15%
15%
Shipping investment
Panama
12 April 2002
and management
EuroAsia III Inc., 
Panama
US$10,000
–
15%
Shipping investment
Panama
12 April 2002
and management
AP Real Estate 
Cayman Islands
US$1,000
5.26%
5.26%
Japanese property
Ltd.
12 April 2000
investment and 
management
RS Property 
Cayman Islands
US$1,000
–
10%
Japanese property
Investment
28 August 2000
investment and
management
Searex Asset 
British Virgin Islands
US$1,000
Series 1 : 
Series 1 : 
Shipping investment
Management 
30 December 2003
29.39%
29.41%
and management
Limited
Series 2:
Series 2:
28.26%
19.57% 
AAA Strategic 
Cayman Islands
US$1,000
Series 1:
Series 1:
Distressed debts
Investment Limited
26 July 2001
20%
20%
investment and
Series 2:
Series 2:
management
33.3%
33.3%
Fortitude 
Panama
US$1,000
38%
38%
Ship owning and
Containership S.A.
26 November 2004
chartering
Union 
Panama
US$1,000
38%
38%
Ship owning and
Containership S.A.
26 November 2004
chartering
Falcon 
Panama
US$1,000
38%
38%
Ship owning and
Containership S.A.
26 November 2004
chartering
Harmonic Shipping 
Panama
US$10,000
40.4%
**
Ship owning and
S.A.
29 April 2005
chartering
Sunrise Shipping 
Panama
US$10,000
46%
–
Ship owning and
S.A.
17 April 2006
chartering
**
As 31 December 2005, the Group had a commitment to purchase 40.4% of the share
capital of Harmonic Shipping S.A.
Please refer to Note 19(f) for those entities which have applied the exemption under IAS 28
and have been fair valued in accordance with IAS 39.
C-32
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
17
Investments (Continued)
Performance notes:
(a)
Distressed debt performance notes are redeemed semi-annually, in whole or in part, based
on net cash recovered from underlying assets funded by the original note’s issuance.
Remaining performance notes are redeemed at their principal amounts on such other date
as may be agreed to by the subscribers of the performance notes.
(b)
Shipping performance notes are redeemed semi-annually, in whole or in part, based on net
cash recovered from the operation or the disposal of underlying assets. There are no
maturity dates for the shipping performance notes invested by the Group.
18
Derivative financial Instruments 
(a)
Forward foreign exchange contracts
There was a JPY 1 billion (US$8.6m) USD forward contract outstanding at 31 December
2006 (2005: Nil).
The transaction was entered alongside a back-to-back arrangement
contract with Harmonic Shipping S.A. for the equivalent amount in Yen upon maturity of that
contract. Unrealised gain or losses on forward foreign exchange contracts are recognised
directly in the consolidated income statement.
(b)
Hedge of net Investment in foreign entity
The Group’s Yen denominated borrowing is designated as a hedge of the net investment in
an associate of the Group, Capital Advisers Co, Ltd. The fair value of the borrowing was
JPY502m (US$4.222m) (2005: JPY1,065m (US$9.041m)).
The foreign exchange loss
US$61k (2005: US$879k Loss) on translation of the borrowings to US dollar at balance
sheet date was recognised in reserves in shareholders equity.
C-33
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
19
Investments in associates
(a)
Movement of investments in associates
2006
2005
US$’000
US$’000
Capital Advisers Co. Ltd.
At the beginning of year
6,585
6,928
Share of results after tax
1,918
570
Exchange differences
(106)
(913)
8,397
6,585
Uni-Ships and Management Ltd.
At the beginning of year
63
–
Investment in associate
–
39
Share of results after tax
11
24
Exchange differences
1
–
75
63
8,472
6,648
(b)
Summary of significant associates’ assets, liabilities and results
A summary of Capital Advisers Co. Ltd.’s assets, liabilities and results are as follows:
2006
2005
US$’000
US$’000
Investments in property related projects
11,135
13,018
Cash and cash equivalents
10,767
6,240
Other assets
26,861
12,181
Total assets
48,763
31,439
Amount due to Uni-Asia Finance Corporation
(4)
(756)
Other liabilities
(29,973)
(15,956)
Minority interest
(42)
(29)
Shareholders’ equity 
18,744
14,698
Company’s 44.8% interest in shareholders’ equity
8,397
6,585
C-34
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
19
Investments in associates (Continued)
For the
For the
year ended
year ended
31 December
31 December
2006
2005
US$’000
US$’000
Results to 31 December 2006, translated at an average rate 
of JPY116.15 (2005: JPY114.00) to US$1:
Revenue
29,435
11,382
Staff costs
(3,180)
(2,354)
Interest expense
(176)
(201)
Other expenses
(17,724)
(6,314)
Profit before tax
8,355
2,513
Taxation
(4,075)
(1,241)
Profit after tax
4,280
1,272
Profit before tax - Company’s interest
3,743
1,126
Taxation - Company’s interest
(1,825)
(556)
Profit after tax - Company’s interest (of which Company has 44.8% 
interest, 2005: 44.8%)
1,918
570
A summary of Uni Ships and Management Limited’s assets, liabilities and results are as follows:
2006
2005
US$’000
US$’000
Cash and cash equivalents
277
231
Other assets
4
10
Total assets
281
241
Other liabilities
(31)
(32)
Shareholders’ equity 
250
209
Company’s 30% interest shareholders’ equity
75
63
C-35
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
19
Investments in associates (Continued)
For the
For the
year ended
year ended
31 December
31 December
2006
2005
US$’000
US$’000
Revenue
724
229
Other expenses
(676)
(131)
Profit before tax
48
98
Taxation
(8)
(17)
Profit after tax
40
81
Profit before tax - Company’s interest
14
29
Taxation - Company’s interest
(3)
(5)
- Profit after tax - Company’s interest (of which Company has 30%)
11
24
(c)
Details of associates
As at 31 December 2006, details of the associates, both of which are unlisted, were as
follows:
Dec 2006
Dec 2005
Principal
Country/place
Issued and
Attributable
Attributable
activities and
and date of
fully paid up
equity
equity
place of
Name
incorporation
share capital
interest
interest
operation
Indirectly held:
Capital Advisers 
Japan
JPY892,500,000
44.8%
44.8%
Japan Property
Co. Ltd. 
24 February 2000
common 
common
investment and
shares
shares
management
Directly held:
Uni-Ships and 
Hong Kong
HK$1,000,000
30%
30%
Hong Kong
Management 
25 January 2005
common
common
Project
Ltd.
shares
shares
management
for vessels
C-36
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
19
Investments in associates (Continued)
(d)
Loan due from associates
Loan due from associates was fully settled in March 2006 (2005: US$756k equivalent to
JPY89m). Interest charged on loan due from associates for the year was US$2k (2005:
US$60k).
(e)
Amounts due from associates
The amounts due from associate are unsecured, interest free and with no fixed repayment
terms.
(f)
Other associates 
The following investments apply the IAS 28 scope exclusion and are fair valued in
accordance with IAS 39 (see note 2(b)(ii))
Total profit
% 
Country of 
Total
Total
Total
(loss)
interest
Name
incorporation
assets
liabilities
income
after tax
held
US$’000
US$’000
US$’000
US$’000
2006
Fortitude Containership S.A.*
Panama
7,364
(7,528)
14
(442)
38.00%
Union Containership S.A. *
Panama
7,365
(7,530)
14
(452)
38.00%
Falcon Containership S.A.*
Panama
7,362
(7,497)
14
(406)
38.00%
Harmonic Shipping S.A.
Panama
27,018
(26,106)
4,003
265
40.40%
Sunrise Shipping S.A
Panama
23,166
(22,558)
1,152
(205)
46.00%
72,275
(71,219)
5,197
(1,240)
2005
Fortitude Containership S.A.
Panama
7,347
(7,069)
8
(152)
38.00%
Union Containership S.A.
Panama
7,347
(7,060)
8
(151)
38.00%
Falcon Containership S.A.
Panama
7,346
(7,075)
8
(153)
38.00%
22,040
(21,204)
24
(456)
*vessels to be delivered in 2007.
C-37
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
20
Accounts receivable
In general, the Group grants a credit period of 7 to 60 days to its customers. The aging analysis of
the accounts receivable is as follows:
2006
2005
US$’000
US$’000
30 days or less
1,491
464
Over 90 days
–
1
1,491
465
21
Cash and bank balances
2006
2005
US$’000
US$’000
Cash at bank and in hand
6,946
5,565
Short term bank deposits
15,259
21,979
Cash and cash equivalents
22,205
27,544
The effective interest rate on short term bank deposits was 0.36% (2005: 0.2%) and these deposits
have an average maturity below 30 days.
22
Share capital
2006
2005
US$’000
US$’000
Authorized:
60,000,000 shares of US$1 each
60,000
60,000
Issued and fully paid:
28,000,000 shares of US$1 each
28,000
28,000
C-38
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
23
Accounts payable
The aging analysis of the accounts payable is as follows:
2006
2005
US$’000
US$’000
30 days or less
278
226
Between 61-90 days
–
1
278
227
24
Borrowings
2006
2005
US$’000
US$’000
Repayable per terms of revolving loan facility 
- Secured 
4,222
9,041
Included in borrowings is a secured loan of JPY502m (approximately US$4,222k) collateralized by
a cash deposit of US$5,053k with the same financial institution (2005: a loan totaling JPY9,041k
collateralized by a cash deposit of approximately US$10,082k with the same financial institution).
The fair value of borrowings approximate the carrying amounts.
2006
2005
Weighted average effective interest rates:
Bank borrowing - JPY
0.42%
0.34%
Bank borrowing - US$
5.73%
2.97%
Cash deposit
0.36%
0.20%
The borrowings of the Group are at floating JPY LIBOR rates:
2006
2005
US$’000
US$’000
Revolving secured loan due within one year
4,222
9,041
Total borrowings
4,222
9,041
C-39
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
25
Subsidiary companies
(a)
Details of principal investments in subsidiaries
Details of the principal subsidiaries within the Group at the date of this report are as follows:
Dec 2006
Dec 2005
Principal
Country/place
Issued and
Attributable
Attributable
activities and
and date of
fully paid up
equity
equity
place of
Name
incorporation
share capital
interest
interest
operation
Directly held:
Uni-Asia Capital 
Singapore
US$1,000,000
100%
100%
Ship chartering
(Singapore) 
7 August 1997
arrangement
Limited
Singapore
Off-Shore Property British Virgin Islands
US$1
100%
100%
Holding and
Investment 
23 April 1998
investment 
Corporation
company BVI
Uni-Asia Capital 
Hong Kong
HKD20
100%
100%
Property 
Company Limited
27 June 1997
Investment
Hong Kong
Uni-Asia Fund 
Hong Kong
HKD20
100%
100%
Dormant
Management 
27 June 1997
Hong Kong
Company Limited
Uni-Asia Services 
Hong Kong
HKD20
100%
100%
Dormant
and Agency 
27 June 1997
Hong Kong
Limited
Panmax Tanker 
Panama
*
100%
100%
Shipping Holding
S.A. 
30 October 2006
Panama
Indirectly held:
Uni-Asia Finance 
Japan
JPY 10,000,000
100%
100%
Corporate
Corporation 
9 November 1998
finance services
(Japan)
Japan
* 
The Group has no direct share ownership in the company, but is deemed to have
control and all risks and rewards of Panmax Tanker S.A.
(b)
Amounts due from /to subsidiaries
The amounts due from/ to subsidiaries are unsecured, interest free and with no fixed
repayment terms.
C-40
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
26
Cash generated from operations
(a)
Reconciliation of profit before taxation to cash generated from operations 
2006
2005
US$’000
US$’000
Profit before taxation
11,831
9,918
Adjustments for:
Depreciation
278
106
Interest income
(1,543)
(940)
Interest expenses
83
42
Results of associates
(1,929)
(594)
Interest from loans to associate
(2)
(60)
Net foreign exchange loss
180
452
Decrease/(Increase)in rental and utility deposits paid
60
(207)
(Increase) in accounts receivable
(1,053)
(165)
Decrease/(increase) in prepaid expenses
31
(19)
Increase/(decrease) in accounts payable
51
(2,038)
Increase in accrued expenses
438
240
(Decrease)/increase in amount due to associates
(10)
11
(Increase) in amount due from associates
(4)
–
Loss/(Gain) on disposal of fixed assets
16
(2)
Investment returns
(7,983)
(5,011)
Cash generated from operations
444
1,733
C-41
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
27
Financial risk management 
(a)
Financial risk factors 
The Group holds financial assets and liabilities, transacts in foreign exchange transactions
with third parties and has mismatched Yen denominated assets and liabilities. All these
operations give rise to risk exposures.
Financial instruments traded or held include cash and cash equivalents, investments, loans
and receivables and borrowings.
Forward rate agreements are used to manage the Group’s own exposures to foreign
exchange risk as part of its asset and liability management process. The principal derivative
instruments used by the Group are foreign exchange rate related contracts. Most of the
Group’s derivative positions have been entered into to hedge investments in subsidiaries.
(i)
Market risk
Market risk is the risk that the value of a financial instrument will fluctuate as a result
of changes in market prices, whether those changes are caused by factors specific to
the individual financial instrument or by factors affecting all financial instruments
traded in or indexed to a market. The Group is exposed to market risk on financial
instruments that are valued at market prices and primarily consist of investments,
loans, property development projects and marketable securities.
(ii)
Foreign exchange risk
The Group has certain investments in Japan, whose net assets are exposed to foreign
currency translation risk. Currency exposure arising from the net assets of the Group’s
foreign operations is managed primarily through borrowings denominated in the
relevant foreign currencies.
C-42
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
27
Financial risk management (Continued)
The table below summarizes the Group’s exposure to currency risk. (Amounts shown are in US$
‘000 equivalent)
As at 31 December 2006
Yen
US$
Other
Total
ASSETS
Non-current assets
Property, plant and equipment
7
557
88
652
Loans receivable
–
2,500
–
2,500
Investments
191
19,058
–
19,249
Investments in associates
8,397
75
–
8,472
Deposit for purchase of vessel
3,944
–
–
3,944
12,539
22,190
88
34,817
Current assets
Loans receivable
–
3,050
–
3,050
Deposit pledged as collateral
–
5,053
–
5,053
Cash and bank balances
1,099
21,061
45
22,205
Other current assets
189
1,864
394
2,447
1,288
31,028
439
32,755
13,827
53,218
527
67,572
LIABILITIES
Non-current liabilities
Deferred tax liabilities
–
636
–
636
–
636
–
636
Current liabilities
Borrowings
4,222
–
–
4,222
Other current liabilities
73
1,964
911
2,948
4,295
1,964
911
7,170
C-43
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
27
Financial risk management (Continued)
As at 31 December 2006
Yen
US$
Other
Total
ASSETS
Non-current assets
Property, plant and equipment
1
144
2
147
Loans receivable
–
50
–
50
Investments
246
15,191
–
15,437
Investments in associates
6,585
63
–
6,648
Loan amounts due from associate
756
–
–
756
7,588
15,448
2
23,038
Current assets
Loans receivable
–
100
–
100
Deposit pledged as collateral
–
10,082
–
10,082
Cash and bank balances
5,306
21,884
354
27,544
Other current assets
8
662
515
1,185
5,314
32,728
869
38,911
12,902
48,176
871
61,949
LIABILITIES
Non-current liabilities
Deferred tax liabilities
–
264
–
264
–
264
–
264
Current liabilities
Borrowings
9,041
–
–
9,041
Other current liabilities
286
1,412
990
2,688
9,327
1,412
990
11,729
(iii)
Interest rate risk
Interest rate risk is the risk that the value of a financial instrument will fluctuate as a
result of changes in market interest rates and the cash flow risks associated with the
variability of cash flows from floating rate financial instruments. The Group is exposed
to interest rate risk primarily from interest rate re-pricing differences between
customers’ loans, borrowings, cash and cash equivalents and shareholders’ capital.
C-44
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
27
Financial risk management (Continued)
(iv) 
Credit risk
Credit risk is the risk of loss resulting from the failure of counterparties to meet the
terms of their obligations. The Group is exposed to credit risk through loans and
investments, and through counterparty default risk on transactions, including foreign
exchange transactions in the process of settlement.
(v) 
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable
securities, the availability of funding through an adequate amount of committed credit
facilities and the ability to close out market positions.
(b)
Risk management
The Group’s principal risks are market risk, credit risk and foreign exchange risk. The
directors consider the interest rate risk and liquidity risk of the Group to be immaterial.
Market risk and credit risk
The Group seeks to minimise these risks by performing detailed reviews of loan
counterparties or asset issuers prior to purchase approval, and by either selling on
participated loans to other parties or entering into offsetting loans payable when the directors
wish to preserve the Group’s liquidity. The Group seeks to minimize adverse movements in
market price of financial instruments by extensive due diligence procedures to ensure
acquisitions at prices below their perceived market value.
Foreign exchange and interest rate risk
The Group operates internationally and is exposed to foreign exchange risk arising from
various currency exposures in particular Japanese Yen. Foreign exchange risk arises from
future commercial transactions, recognised assets and liabilities and net investments in
foreign operations. To manage their foreign exchange risk the Group may use forward foreign
exchange contracts. Foreign exchange risk arises when the future commercial transaction or
recognised assets or liabilities are denominated in a currency that is not the entity’s
functional currency.
The Group has certain investments in foreign operations, which are exposed to foreign
currency translation risk. Currency exposure arising from these investments of the Group’s
foreign operations is managed through borrowings denominated in the relevant foreign
currencies.
The Group may also manage exposure to interest rate risk through the use of interest rate
swaps. These are commitments to exchange one set of cash flows for another. Swaps result
in an economic exchange of currencies or interest rates (for example, fixed rate for floating
rate) or a combination of all these (i.e. cross-currency interest rate swaps). No exchange of
principal takes place, except for certain currency swaps. The Group’s credit risk represents
the potential cost to replace the swap contracts if counterparties fail to perform their
obligation. This risk is monitored on an ongoing basis with reference to the current fair value,
a proportion of the notional amount of the contracts and the liquidity of the market. To
control the level of credit risk taken, the Group assesses counterparties using the same
techniques as for its lending activities.
C-45
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 DECEMBER 2006
27
Financial Risk Management (Continued)
Liquidity risk 
The Group will maintain sufficient cash and marketable securities, the availability of funding
through an adequate amount of committed credit facilities and the ability to close out market
positions.
(c)
Fair value estimation 
The fair value of financial instruments that are not traded in an active market (for example,
over-the-counter derivatives) is determined by using valuation techniques. The Group uses a
variety of methods and makes assumptions that are based on market conditions existing at
each balance sheet date. Quoted market prices or dealer quotes for similar instruments are
used for long-term debt. Other techniques, such as estimated discounted cash flows, are
used to determine fair value for the remaining financial instruments. The fair value of interest
rate swaps is calculated as the present value of the estimated future cash flows. The fair
value of forward foreign exchange contracts is determined using quoted forward exchange
rates at the balance sheet date.
The nominal value less impairment provision of trade receivables and payables are assumed
to approximate their fair values.
28
Commitments
(a)
Capital commitments
Capital expenditure contracted for at the balance sheet date but not yet incurred is as
follows:
2006
2005
US$’000
US$’000
Leasehold Improvement
–
515
(b)
Lease commitments
Commitments, under non-cancellable operating leases with a term of more than one year,
fall due:
2006
2005
US$’000
US$’000
Within one year
1,053
1,096
Later than one year and not later than five years
890
1,156
1,943
2,252
C-46
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
28
Commitments (Continued)
(c)
Investment commitments
2006
2005
US$’000
US$’000
Investment for Harmonic Shipping S.A.
–
4
Shareholder loans
1,283
1,283
In 2005 the Company committed to purchase 40.4% of the share capital of Harmonic
Shipping whose principal activity is the owning of ships and the transaction was completed in
March 2006.
Shareholder loans represent the outstanding balance of the maximum commitment to
Fortitude Containership S.A., Union Containership S.A. and Falcon Containership S.A. as
contained in the shareholders loan agreements dated 15 August 2006.
In November 2006, the Group entered, through its wholly owned subsidiary, Panmax Tanker
S.A., into a shipbuilding contract for the construction and purchase of a product tanker
amounting to JPY4.69 billion for delivery in 2010.
29
Related party transactions
Related parties include investments, associates and property development projects held for sale
where the Group holds a beneficial interest in, and is also contracted as a service provider to
manage or administer such investment, company, entity or property.
Related party transactions are carried out under normal commercial terms and conditions and
generate fee income as disclosed in Note 5, investment returns as disclosed in Note 6, directors’
remunerations and other allowances as disclosed in Note 14, investments in associates and
amounts due from associates as disclosed in Note 19.
Related party balances comprise the unlisted performance notes and unlisted shares as disclosed
in Note 17.
C-47
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
29
Related party transactions (Continued)
The following transactions were carried out with related parties:
2006
2005
US$’000
US$’000
Income Statement
Agency, arrangement, administration and incentive fees from shipping 
finance, investment and management (Note (a))
1,986
2,387
Agency, advisory, administration and incentive fees from distressed 
loans (Note (b))
667
700
Administration service fee (Note (c))
226
51
Arrangement fee from shipping investment management (Note (d) & (e))
423
1,982
Return on performance notes – shipping business (Note (f))
4,291
2,491
Return on performance notes – distressed debt (Note (f))
371
318
Gain on sales of investment (Note (g))
–
248
Loan interest income from loan to investment company (Note (h))
300
–
Loan interest income from loan to associate company (Note(i))
2
60
Balance Sheet 
Loan due from investment company (Note (h))
5,500
–
Loan due from associates (Note (i))
–
756
Amount due from associates (Note (j))
4
–
Amount due to associates (Note (j))
1
11
Notes:
(a)
The Group is entitled to receive from Searex Asset Management Limited, an investment of
the Group, the following fees:
(i)
a minimum administration fee of US$5K per month for each shipping asset owned by
Searex Asset Management Limited, including the vessels being acquired which are
subject of a memorandum of agreement, payable quarterly in advance.
(ii)
a brokerage fee for the arrangement of chartering of vessel.
(iii)
an incentive fee up to 10% of the sum of the net proceeds, accumulated cash balance
and liabilities outstanding from the disposal of certain vessels.
(iv)
a loan arrangement fee for the finance arrangement of a vessel.
C-48
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
29
Related party transactions (Continued)
(b)
The Group is entitled to receive from AAA Strategic Investment Limited, an investment of the
Group, the following fees:
(i)
an administration fee of US$75k per annum for performance notes series 1 payable
semi-annually in advance and an administration fee for performance notes series 2
payable semi-annually in advance in the amount of US$50k for the full or partial
issuance of performance notes of each of the first three US$5 million amounts up to a
maximum of US$150k.
(ii)
an agency fee of US$25k per annum for performance notes series 1 payable semi-
annually in advance, and an agency fee for performance notes series 2, payable semi-
annually in advance, in the amount of US$50k per annum for the full or partial
issuance of each of the first three US$5 million tranches of performance notes.
(iii)
an incentive fee, calculated on an asset by asset basis, in addition to the
administration fee. The initial incentive fee is calculated as 20% of the cumulative
cash recovered from each asset in excess of 110% of that asset’s initial cost. The
subsequent incentive fee is calculated as twenty percent of additional cash recovered
from each asset in excess of that asset’s additional cost.
The incentive fee is
calculated and paid semi-annually.
(iv)
Performance Note Series 1 Fund was fully redeemed in December 2006 
(c)
The Group is entitled to receive from Uni Ships and Management Limited (USML), an
associated company of the Group, a monthly administration service fee of US$6,335 in
respect to the administration, accounting and financial matters of USML. In September 2006,
the Group received an incentive fee of US$150k from USML.
(d) 
The Group is entitled to receive from Fortitude Containership S.A., Falcon Containership SA
and Union Containership SA, investments of the Group, a monthly administration fee of
US$7K per month in respect of administration of each company.
(e)
The Group is entitled to receive from Sunrise Shipping S.A., investment of the Group, a
monthly administration fee of US$5K per month in respect of administration of the company.
In addition, as per the shareholders agreement, the Group is entitled to receive a fee for
financing arrangement for the outstanding contract price of the vessel of Sunrise Shipping
S.A..
(f)
Performance notes are redeemed semi-annually, in whole or in part, calculated based on net
cash recovered from the underlying assets. Performance note redemptions are determined
based on the total original cost of recovered assets less the deduction of fees and other
expenses incurred in recovery of such assets. Recovery amounts from assets in excess of
that required for performance note repayments are paid out as interest on those
performance notes.
(g)
In June 2005, the Company disposed of its equity interest in Glade Mate Investment, to a
related party, Searex Asset Management Limited.
C-49
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
29
Related party transactions (Continued)
(h)
Loan due from investment companies
(i)
Harmonic Shipping S.A.
The outstanding principal balance of US$3million is charged on floating interest rate of
2% per annum over LIBOR with a final maturity date on 13 March 2007.
(ii)
Sunrise Shipping S.A.
The outstanding balance of US$2.5million is charged on interest rate of 6% per
annum with a final maturity date on 10 Sep 2011.
(i)
Loan due from associates constituted loans to Capital Advisers Co. Ltd.
The principal balance and interest accrued on an unsecured revolving short term loan facility
has been fully settled (2005: US$756k equivalent to JPY489 million). The interest rate was
revised to 1.375% per annum since May 2004 Interest charged on amounts due from Capital
Advisers Co. Ltd during the year was US$2k (Dec 2005: US$60k).
(j)
The amount due from associates and the amount due to associate are unsecured, interest
free and have no fixed repayment term.
30
Deposits pledged as collateral
As at 31 December 2006, the Group had US$5,053k (2005: US$10,082k) of deposits pledged as
collateral against Japanese Yen denominated revolving bank loan facilities.
31
Contingencies
In November 2006, Panmax Tanker S.A. (“Panmax”), a wholly owned subsidiary of the Group,
entered into a shipbuilding contract with Xing Long Maritime S.A for the construction and sale of a
product tanker with delivery in 2010. The Group issued a performance guarantee amounting to
JPY4.69billion to Xing Long Maritime S.A. for the due performance by Panmax for the ship sales
contract.
32
Post balance sheet events
On 4 January 2007, the Group has made a deposit amounting to RMB700k for purchasing offices
in Guangzhou. The final payment of RMB 6.3 million will be fully settled by April 2007.
On 9 January 2007, Guangzhou Yayuan Property Management Company Limited was set up and
on 5 February 2007, the Group injected US$3million into this newly established wholly owned
subsidiary of the Group. The primary business of this new subsidiary is to carry out property
investment activities in Guangzhou.
On 7 February 2007, the Group entered into JPY1.02 billion (US$8.5m) forward contract with
maturity on 13 March 2007. This transaction was entered alongside a back-to-back arrangement
contract with Harmonic Shipping S.A. for the equivalent amount in Yen upon maturity of that
contract.
C-50
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


UNI-ASIA FINANCE CORPORATION
(Incorporated in the Cayman Islands with limited liability)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006
32
Post balance sheet events (Continued)
On 12 March 2007 the Group provided additional US$3.2m shareholder’s loan to Harmonic
Shipping SA for financing of working capital.
On 11 April 2007 the Group provided additional US$0.2m shareholder’s loan to Falcon
Containership S.A. for financing of working capital.
On 17 April 2007 the Company launched a shipping fund in Singapore, the Akebono Shipping
Fund 1. The fund has raised equity of US$42.9 million through the issuance of performance notes
to investors. The Company has committed to subscribe for US$12.2 million of performance notes.
On 25 May 2007, the Group injected US$ 2.8 million as 1st installment of 35% subscription of
Akebono performance notes.
Outstanding loans due from Harmonic Shipping S.A (amounting USD$8.4m) were fully repaid on
30 April 2007.
On 1 May 2007, the Group, on behalf of Panmax Tanker S.A, entered into JPY469m (US$ 3,933k)
USD forward contract with maturity date on 31 May 2007.
On 2 May 2007, the Group, on behalf of Matin Shipping Limited, entered into JPY357.5m (US$
2,998k) USD forward contract with maturity date on 31 May 2007.
On 3 May 2007, the Group injected US$5k and granted a shareholder’s loan of US$995k to Rich
Containership S.A. representing a 50% interest in the newly set up SPC. The principal activity of
this company is ship chartering.
On 7 May 2007, the outstanding US$4,663k performance note from Series II, of Searex Asset
Management Limited, were fully redeemed.
On 28 May 2007, the Group has extended the US$4 million loan to Panmax Tanker S.A. for
settlement of 1st instalment of shipbuilding contract with Xing Long Maritime S.A.
On 30 May 2007, Mitsui & Co. Ltd has provided US$4m loan to Panmax Tanker S.A for settlement
of 2nd installment of shipbuilding contract with Xing Long Maritime S.A.
On 31 May 2007, the Group injected US$400 and granted a shareholder’s loan of US$1,203k to
Matin Shipping Ltd representing a 40% interest in the newly set up SPC. The principal activity of
this company is ship chartering.
On 19 June 2007, Panmax Tanker S.A. was injected into the Akebono Fund. The transfer is
deemed as a disposal from the Group’s perspective. The Group holds a 35% interest in Akebono
Fund.
33
Approval of the consolidated financial statements
The consolidated financial statements were approved by the board of directors on 27 June 2007.
C-51
APPENDIX C – CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2006


Set out below is a summary of certain provisions of the Memorandum and Articles of Association of our
Company.
1.
MEMORANDUM OF ASSOCIATION 
The Memorandum of Association of the Company was adopted on 26 June 2007 and states, inter
alia, that the liability of members of the Company is limited, that the objects for which the Company
is established are unrestricted and the Company shall have full power and authority to carry out
any object not prohibited by the Cayman Companies Law or any other law of the Cayman Islands.
The Memorandum of Association is available for inspection at the address specified in “General
and Statutory Information – Documents Available for Inspection” on page 173 of this Prospectus.
2.
ARTICLES OF ASSOCIATION 
The Articles of Association of the Company were adopted on 26 June 2007 and include provisions
to the following effect:
2.1 
Classes of Shares 
The share capital of the Company consists of ordinary shares. The authorised capital of the
Company at the date of adoption of the Articles of Association is US$120,000,000 divided into
750,000,000 Shares.
2.2 
Directors 
2.2.1
Power to vote on a proposal, arrangement or contract in which he is interested 
A Director (or his alternate Director in his absence) shall not vote on any resolution of the
Directors in respect of any contract or arrangement or proposed contract or arrangement in
which he has directly or indirectly a personal material interest.
2.2.2 
Power to vote on remuneration for himself and other Directors, and quorum at such Board
meetings 
The remuneration to be paid to the Directors shall be such remuneration as the Company
from time to time shall determine in general meeting and shall not be increased except
pursuant to an ordinary resolution passed at a general meeting where notice of the
proposed increase shall have been given in the notice convening the general meeting. A
Director cannot vote on his own remuneration. Fees payable to non-executive Directors
shall be by a fixed sum, and not by a commission on or a percentage of profits or turnover.
Salaries payable to executive Directors may not include a commission on or a percentage
of turnover. Such remuneration shall be deemed to accrue from day to day. The Directors
shall also be entitled to be paid their travelling, hotel and other expenses properly incurred
by them in going to, attending and returning from meetings of the Directors, or any
committee of the Directors, or general meetings of the Company, or otherwise in connection
with the business of the Company, or to receive a fixed allowance in respect thereof as may
be determined by the Directors from time to time, or a combination partly of one such
method and partly the other.
2.2.3 
Borrowing powers of Directors
The Directors may exercise all the powers of the Company to borrow money and to
mortgage or charge its undertaking, property and uncalled capital or any part thereof and
issue debentures, debenture stock and other securities whether outright or as security for
any debt, liability or obligation of the Company or of any third party. These provisions may
be varied by amendments to the Articles of Association of the Company.
APPENDIX D – SUMMARY OF THE CONSTITUTION OF OUR COMPANY
D-1


2.2.4 
Age limit for retirement of Directors
There is no age limit imposed under the Articles of Association of the Company for
retirement of Directors.
2.2.5
Shareholding qualification of Directors
A shareholding qualification for Directors may be fixed by the Company in general meeting,
but unless and until so fixed no qualification shall be required.
2.3
Variation of rights of existing shares or classes of shares 
If at any time the share capital of the Company is divided into different classes of shares,
preference capital other than redeemable preference capital may be repaid and the rights attached
to any class (unless otherwise provided by the terms of issue of the shares of that class) may,
whether or not the Company is being wound-up, be varied with the sanction of a Special
Resolution (which is defined in the Articles of Association of the Company to be a resolution
approved by not less than sixty-seven percent (67%) of such Members present in person or by
proxy at a general meeting of the Company) passed at a general meeting of the holders of the
shares of that class, 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-fourths 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.
The provisions of these Articles relating to general meetings shall apply to every such general
meeting of the holders of one class of shares except that the necessary quorum shall be one
person holding or representing by proxy at least one-third 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.
The rights conferred upon the holders of the shares of any class issued with preferred or other
rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that
class, be deemed to be varied by the creation or issue of further shares ranking pari passu
therewith.
2.4
Alteration of Capital 
(a)
Subject to and in so far as permitted by the provisions of the Cayman Companies Law, the
Company may from time to time by Ordinary Resolution (which is defined in the Articles of
Association of the Company to be a resolution passed by a simply majority of Members
present in person or by proxy at a general meeting of the Company or approved in writing by
all the Members entitled to vote at a general meeting) alter or amend its Memorandum
otherwise than with respect to its name and objects and may, without restricting the
generality of the foregoing:
(i)
increase the share capital by such sum to be divided into shares of such amount or
without nominal or par value as the resolution shall prescribe and with such rights,
priorities and privileges annexed thereto, as the Company in general meeting may
determine;
(ii)
consolidate and divide all or any of its share capital into shares of larger amount than
its existing shares;
(iii)
by subdivision of its existing shares or any of them divide the whole or any part of its
share capital into shares of smaller amount than is fixed by the Memorandum or into
shares without nominal or par value; and
(iv)
cancel any shares which at the date of the passing of the resolution have not been
taken or agreed to be taken by any person.
APPENDIX D – SUMMARY OF THE CONSTITUTION OF OUR COMPANY
D-2


(b)
All new shares created hereunder shall be subject to the same provisions with reference to
the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the
original share capital.
(c)
Without prejudice to Article 14 of the Articles of Association and subject to the provisions of
the Cayman Companies Law, the Company may by Special Resolution reduce its share
capital and any capital redemption reserve fund.
2.5 
Rights, preferences and restrictions attaching to each class of shares
Subject to the provisions, if any, in that behalf in the Memorandum and to any direction that may be
given by the Company in general meeting and without prejudice to any special rights previously
conferred on the holders of existing shares, the Directors may allot, issue, grant options over or
otherwise dispose of shares of the Company (including fractions of a share) with or without
preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting,
return of capital or otherwise and to such persons, at such times and on such other terms as they
think proper. The Company shall not issue shares in bearer form.
Subject to any special rights conferred on the holders of any shares or class of shares, any share
in the Company may be issued with or have attached thereto such preferred, deferred, qualified or
other special rights or restrictions, whether with regard to dividend, voting, return of capital or
otherwise, as the Company may be ordinary resolution determine or, if there has not been any
such determination or so far as the same shall not make specific provision, as the Board may
determine.
Except as permitted under the rules or regulations of the SGX-ST or any direction given by the
Company in general meeting, all new shares shall before issue be offered to such persons who as
at the date of the offer are entitled to receive notices from the Company of general meetings in
proportion, as far as the circumstances admit, to the amount of the existing shares to which they
are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting
a time within which the offer, if not accepted, will be deemed to be declined. After the expiration of
that time, or on the receipt of an intimation from the person to whom the offer is made that he
declines to accept the shares offered or any part thereof, the Directors may dispose of those
shares in such manner as they think most beneficial to the Company. The Directors may likewise
so dispose of any new shares which (by reason of the ratio which the new shares bear to shares
held by persons entitled to an offer of new shares) cannot, in the opinion of the Directors, be
conveniently offered.
Subject to the provisions of the Cayman Companies Law and the Memorandum, shares may be
issued on the terms that they are, or at the option of the Company of the holder are, to be
redeemed on such terms and in such manner as the Company, before the issue of the shares, may
by Special Resolution determine.
Subject to the provisions of the Cayman Companies Law and the Memorandum, the Company may
purchase its own shares, including any redeemable shares, in any manner provided that such
manner of purchase has first been authorised by the Company in general meeting and may take
payment therefor in any manner authorised by the Cayman Companies Law, including out of
capital.
2.6
Time limit for lapse of dividend entitlement
There is no time limit imposed under the Articles of Association of the Company for lapse of
dividend entitlements of Shareholders.
2.7
Restrictions on ownership of shares
There are no limitations on the right to own shares.
APPENDIX D – SUMMARY OF THE CONSTITUTION OF OUR COMPANY
D-3


1.
Introduction 
The Cayman Companies Law is derived, to a large extent, from the older Companies Acts of
England, although there are significant differences between the Cayman Companies Law and the
current Companies Act of England. Set out below is a summary of certain provisions of the
Cayman Companies Law, although this does not purport to contain all applicable qualifications and
exceptions or to be a complete review of all matters of corporate law and taxation which may differ
from equivalent provisions in jurisdictions with which interested parties may be more familiar.
2.
Incorporation 
The Company was incorporated in the Cayman Islands as an exempted company with limited
liability on 17 March 1997 under the Cayman Companies Law (1995 Revision). As such, its
operations must be conducted mainly outside the Cayman Islands. The Company is required to file
an annual return each year with the Registrar of Companies of the Cayman Islands and pay a fee
which is based on the size of its authorised share capital.
3.
Share capital 
The Cayman Companies Law permits a company to issue ordinary shares, preference shares,
redeemable shares or any combination thereof. Investors should note that the position under
Cayman Companies Law is different from that under Singapore law, which provides that shares of
a company incorporated in the Cayman Islands shall have a par value.
The Cayman Companies Law provides that where a company issues shares at a premium,
whether for cash or otherwise, a sum equal to the aggregate amount of the value of the premia on
those shares shall be transferred to an account called the “share premium account”. At the option
of a company, these provisions may not apply to premia on shares of that company allotted
pursuant to any arrangement in consideration of the acquisition or cancellation of shares in any
other company and issued at a premium. The Cayman Companies Law provides that the share
premium account may be applied by a company, subject to the provisions, if any, of its
memorandum and articles of association, in such manner as the company may from time to time
determine including, but without limitation:
(a)
paying distributions or dividends to members;
(b) 
paying up unissued shares of the company to be issued to members as fully paid bonus
shares;
(c) 
in the redemption and repurchase of shares (subject to the provisions of section 37 of the
Cayman Companies Law);
(d) 
writing-off the preliminary expenses of the company;
(e)
writing-off the expenses of, or the commission paid or discount allowed on, any issue of
shares or debentures of the company; and 
(f) 
providing for the premium payable on redemption or purchase of any shares or debentures
of the company.
No distribution or dividend may be paid to members out of the share premium account unless
immediately following the date on which the distribution or dividend is proposed to be paid the
company will be able to pay its debts as they fall due in the ordinary course of business.
The Cayman Companies Law provides that, subject to confirmation by the Grand Court of the
Cayman Islands, a company limited by shares or a company limited by guarantee and having a
share capital may, if so authorised by its articles of association, by special resolution reduce its
share capital in any way.
APPENDIX E – SUMMARY OF CAYMAN ISLANDS COMPANY LAW
E-1


Subject to the detailed provisions of the Cayman Companies Law, a company limited by shares or
a company limited by guarantee and having a share capital may, if so authorised by its articles of
association, issue shares which are to be redeemed or are liable to be redeemed at the option of
the company or a shareholder. In addition, such a company may, if authorised to do so by its
articles of association, purchase its own shares, including any redeemable shares. However, if the
articles of association do not authorise the manner of purchase, a company cannot purchase any
of its own shares unless the manner of purchase has first been authorised by an ordinary
resolution of the company. At no time may a company redeem or purchase its shares unless they
are fully paid. A company may not redeem or purchase any of its shares if, as a result of the
redemption or purchase, there would no longer be any member of the company holding shares. A
payment out of capital by a company for the redemption or purchase of its own shares is not lawful
unless immediately following the date on which the payment is proposed to be made, the company
shall be able to pay its debts as they fall due in the ordinary course of business.
There is no statutory restriction in the Cayman Islands on the provision of financial assistance by a
company for the purchase of, or subscription for, its own or its holding company’s shares.
Accordingly, a company may provide financial assistance if the directors of the company consider,
in discharging their duties of care and to act in good faith, for a proper purpose and in the interests
of the company, that such assistance can properly be given. Such assistance should be on an
arm’s-length basis.
Investors should note that the position under Cayman Companies Law is different from that under
Singapore law, which provides statutory restrictions against a company giving financial assistance
to any person directly or indirectly for the purpose of, or in connection with, the acquisition of that
company’s shares or shares of its holding company. Financial assistance includes the making of a
loan, the giving of a guarantee, the provision of security, and the release of a debt or obligation.
4.
Dividends and distributions 
With the exception of section 34 of the Cayman Companies Law, there are no statutory provisions
relating to the payment of dividends. Based upon English case law which is likely to be persuasive
in the Cayman Islands in this area, dividends may be paid only out of profits. In addition, section 34
of the Cayman Companies Law permits, subject to a solvency test and the provisions, if any, of the
company’s memorandum and articles of association, the payment of dividends and distributions out
of the share premium account (see paragraph 3 above for further details).
5.
Shareholders’ suits 
The Cayman Islands courts can be expected to follow English case law precedents. The rule in
Foss v. Harbottle (and the exceptions thereto which permit a minority shareholder to commence a
class action against or derivative actions in the name of the company to challenge (a) an act which
is ultra vires the company or illegal, (b) an act which constitutes a fraud against the minority where
the wrongdoers are themselves in control of the company, and (c) an action which requires a
resolution with a qualified (or special) majority which has not been obtained) has been applied and
followed by the courts in the Cayman Islands.
6.
Protection of minorities
In the case of a company (not being a bank) having a share capital divided into shares, the Grand
Court of the Cayman Islands may, on the application of members holding not less than one fifth of
the shares of the company in issue, appoint an inspector to examine into the affairs of the company
and to report thereon in such manner as the Grand Court shall direct.
Any shareholder of a company may petition the Grand Court of the Cayman Islands which may
make a winding up order if the court is of the opinion that it is just and equitable that the company
should be wound up.
APPENDIX E – SUMMARY OF CAYMAN ISLANDS COMPANY LAW
E-2


Claims against a company by its shareholders must, as a general rule, be based on the general
laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders
as established by the company’s memorandum and articles of association.
The English common law rule that the majority will not be permitted to commit a fraud on the
minority has been applied and followed by the courts of the Cayman Islands.
Investors should note that the position under Cayman Companies Law is different from that under
Singapore law, which provides that the rights of minority shareholders are entrenched in the
Companies Act, which provides that shareholders may apply to the Singapore courts for an order
to remedy situations where (i) a company’s affairs are being conducted or the powers of the
company’s directors are being exercised in a manner oppressive to, or in disregard of the interests
of one or more of the company’s shareholders as shareholders of the company; or (ii) a company
has done an act, or threatens to do an act, or the members or holders of debentures have passed
or propose to pass some resolution, which unfairly discriminates against, or is otherwise prejudicial
to, one or more of the company’s shareholders.
7.
Disposal of assets
The Cayman Companies Law contains no specific restrictions on the powers of directors to
dispose of assets of a company. As a matter of general law, in the exercise of those powers, the
directors must discharge their duties of care and to act in good faith, for a proper purpose and in
the interests of the company.
Investors should note that the position under Cayman Companies Law is different from that under
Singapore law, which provides that prior approval of the company at a general meeting is required
before the directors can carry into effect any proposals for disposing of the whole or substantially
the whole of the company’s undertaking or property, notwithstanding anything in a company’s
memorandum or articles of association.
8.
Accounting and auditing requirements
The Cayman Companies Law requires that a company shall cause to be kept proper books of
account with respect to:
(a)
all sums of money received and expended by the company and the matters in respect of
which the receipt and expenditure takes place;
(b) 
all sales and purchases of goods by the company; and 
(c) 
the assets and liabilities of the company.
Proper books of account shall not be deemed to be kept if there are not kept such books as are
necessary to give a true and fair view of the state of the company’s affairs and to explain its
transactions.
9.
Register of members 
An exempted company may, subject to the provisions of its articles of association, maintain its
principal register of members and any branch registers at such locations, whether within or without
the Cayman Islands, as its directors may, from time to time, think fit. There is no requirement under
the Cayman Companies Law for an exempted company to make any returns of members to the
Registrar of Companies in the Cayman Islands. The names and addresses of the members are,
accordingly, not a matter of public record and are not available for public inspection.
APPENDIX E – SUMMARY OF CAYMAN ISLANDS COMPANY LAW
E-3


10.
Inspection of books and records 
Members of a company will have no general right under the Cayman Companies Law to inspect or
obtain copies of the register of members or corporate records of the company. They will, however,
have such rights as may be set out in the company’s articles of association.
11.
Special resolutions 
The Cayman Companies Law provides that a resolution is a special resolution when it has been
passed by a majority of not less than two-thirds (or such greater number as may be specified in the
articles of association of the company) of such members as, being entitled to do so, vote in person
or, where proxies are allowed, by proxy at a general meeting of which notice specifying the
intention to propose the resolution as a special resolution has been duly given. Written resolutions
signed by all the members entitled to vote for the time being of the company may take effect as
special resolutions if this is authorised by the articles of association of the company.
Investors should note that the position under Cayman Companies Law is different from that under
Singapore law, which provides that a special resolution must be passed by at least three-fourths of
members voting (in person or by proxy) at a general meeting of which not less than 21 days’
written notice has been duly given.
12.
Subsidiary owning shares in parent 
The Cayman Companies Law does not prohibit a Cayman Islands company acquiring and holding
shares in its parent company provided its objects so permit. The directors of any subsidiary making
such acquisition must discharge their duties of care and to act in good faith, for a proper purpose
and in the interests of the subsidiary.
Investors should note that the position under Cayman Companies Law is different from that under
Singapore law, which prohibits a company from being a member of a company which is its holding
company, and any allotment or transfer of shares in a company to its subsidiary is deemed to be
void.
13.
Reconstructions 
There are statutory provisions which facilitate reconstructions and amalgamations approved by a
majority in number representing 75 per cent. in value of shareholders or creditors, depending on
the circumstances, as are present at a meeting called for such purpose and thereafter sanctioned
by the Grand Court of the Cayman Islands. Whilst a dissenting shareholder would have the right to
express to the Grand Court his view that the transaction for which approval is sought would not
provide the shareholders with a fair value for their shares, the Grand Court of the Cayman Islands
is unlikely to disapprove the transaction on that ground alone in the absence of evidence of fraud
or bad faith on behalf of management and if the transaction were approved and consummated the
dissenting shareholder would have no rights comparable to the appraisal rights (i.e. the right to
receive payment in cash for the judicially determined value of his shares) ordinarily available, for
example, to dissenting shareholders of United States corporations.
14.
Take-overs 
Where an offer is made by a company for the shares of another company and, within four months
of the offer, the holders of not less than 90 per cent. of the shares which are the subject of the offer
accept, the offeror may at any time within two months after the expiration of the said four months,
by notice require the dissenting shareholders to transfer their shares on the terms of the offer. A
dissenting shareholder may apply to the Grand Court of the Cayman Islands within one month of
the notice objecting to the transfer. The burden is on the dissenting shareholder to show that the
Grand Court should exercise its discretion, which it will be unlikely to do unless there is evidence of
fraud or bad faith or collusion as between the offeror and the holders of the shares who have
accepted the offer as a means of unfairly forcing out minority shareholders.
APPENDIX E – SUMMARY OF CAYMAN ISLANDS COMPANY LAW
E-4


15.
Indemnification 
Cayman Islands law does not limit the extent to which a company’s articles of association may
provide for indemnification of officers and directors, except to the extent any such provision may be
held by the Cayman Islands courts to be contrary to public policy (e.g. for purporting to provide
indemnification against the consequences of committing a crime).
16.
Liquidation 
A company is placed in liquidation either by an order of the court or by a special resolution (or, in
certain circumstances, an ordinary resolution) of its members. A liquidator is appointed whose
duties are to collect the assets of the company (including the amount (if any) due from the
contributories (shareholders)), settle the list of creditors and discharge the company’s liability to
them, rateably if insufficient assets exist to discharge the liabilities in full, and to settle the list of
contributories and divide the surplus assets (if any) amongst them in accordance with the rights
attaching to the shares.
17.
Stamp duty on transfers 
No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands
companies except those which hold interests in land in the Cayman Islands.
18.
Exchange control
There are no exchange control regulations or currency restrictions in the Cayman Islands.
APPENDIX E – SUMMARY OF CAYMAN ISLANDS COMPANY LAW
E-5


1.
NAME OF THE SCHEME
The Scheme shall be called the “Uni-Asia Share Option Scheme”.
2.
DEFINITIONS
2.1
In the Scheme, unless the context otherwise requires, the following words and expressions shall
have the following meanings:
“Act”
The Companies Act, Chapter 50 of Singapore, as amended,
modified or supplemented from time to time.
“Adoption Date”
The date on which the Scheme is adopted by the Company in
general meeting.
“Aggregate Subscription Cost”
The total amount payable for Shares which may be acquired on
the exercise of an Option.
“Articles”
The articles of association of our Company as amended,
supplemented or modified from time to time.
“Associate”
Shall have the meaning assigned to it in the Listing Manual of
the SGX-ST.
“Auditors”
The auditors of the Company for the time being.
“Board”
The board of directors of the Company.
“Cayman Companies Law”
The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated
and revised) of the Cayman Islands.
“CDP”
The Central Depository (Pte) Limited.
“Committee”
A committee comprising directors of the Company who are
concurrently members of the remuneration committee of the
Board, duly authorised, appointed and nominated by the Board
pursuant to the Rules to administer the Scheme.
“Company” or “Uni-Asia”
Uni-Asia Finance Corporation, an exempted company
incorporated on 17 March 1997 in the Cayman Islands with
limited liability.
“control”
The capacity to dominate decision-making, directly or indirectly,
in relation to the financial and operating policies of the
Company.
“Controlling Shareholder”
A Shareholder exercising control over the Company and unless
rebutted, a person who controls directly or indirectly a
shareholding of fifteen (15) per cent. or more of the Company’s
issued share capital shall be presumed to be a Controlling
Shareholder of the Company.
“CPF”
Central Provident Fund.
“Date of Grant”
In relation to an Option, the date on which the Option is
granted pursuant to Rule 6.
“Director”
A person holding office as a director for the time being of the
Company or its Subsidiaries, as the case may be.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-1


“Employee”
An employee of our Group (including any Group Executive
Director) selected by the Committee to participate in the
Scheme in accordance with Rule 4.1.
“Exercise Period”
Subject as provided in Rules 8 and 9, the period for the
exercise of an Option, being a period commencing:
(1)
in the case of an Market Price Option granted to an
Employee (other than Options granted to Non-Executive
Directors), a period commencing after the first
anniversary of the Date of Grant and expiring on the tenth
anniversary of such Date of Grant, or such other shorter
period determined by the Committee; and
(2)
in the case of a Market Price Option granted to Non-
Executive Directors, a period commencing after the first
anniversary of the Date of Grant and expiring on the fifth
anniversary of such Date of Grant, or such other short
period determined by the Committee,
Provided that in the case of an Incentive Option, such Option
may not be exercised before the second anniversary of the
Date of Grant.
“Exercise Price”
The price at which a Participant shall subscribe for each Share
upon the exercise of an Option which shall be the price as
determined in accordance with Rule 7.1, as adjusted in
accordance with Rule 12.
“Grantee”
The person to whom an offer of an Option is made.
“Group”
The Company and its Subsidiaries (as they may exist from time
to time).
“Group Executive Director”
A Director who performs an executive function within our
Group.
“HK$”
Hong Kong dollar.
“Incentive Option”
An Option granted with the Exercise Price set at a discount to
the Market Price.
“Market Day”
A day on which the Stock Exchange is open for trading in
securities.
“Market Price”
A price equal to the average of the last dealt prices for the
Shares on the Stock Exchange over the three (3) consecutive
Trading Days immediately preceding the Date of Grant of that
Option, as determined by the Committee by reference to the
daily official list or any other publication published by the Stock
Exchange, rounded to the nearest whole cent in the event of
fractional prices.
“Market Price Option”
An Option granted with the Exercise Price set at the Market
Price.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-2


“Non-Executive Director”
A Director of the Company or its Subsidiaries, as the case may
be, other than a Group Executive Director.
“Offer Date”
The date on which an offer to grant an Option is made
pursuant to the Scheme.
“Option”
The right to subscribe for Shares granted or to be granted to an
Employee pursuant to the Scheme and for the time being
subsisting.
“Participant”
The holder of an Option.
“Rules”
Rules of the Uni-Asia Share Option Scheme.
“Scheme”
The Uni-Asia Share Option Scheme, as the same may be
modified or altered from time to time.
“Securities Account”
The securities account maintained by a Depositor with CDP
.
“SGX-ST”
Singapore Exchange Securities Trading Limited.
“Shareholders”
Registered holders of Shares.
“Shares”
Ordinary shares of par value US$0.16 each in the capital of the
Company.
“Stock Exchange”
The Singapore Exchange Securities Trading Limited and any
other stock exchange on which the Shares are quoted or listed.
“Subsidiaries”
A company which is for the time being a subsidiary of the
Company as defined by Section 5 of the Act.
“Trading Day”
A day on which the Shares are traded on the Stock Exchange.
“S$”
Singapore dollar.
“US$”
United States dollar.
2.2
The terms “Depositor” and “Depository Agent” shall have the meanings ascribed to them
respectively by Section 130A of the Act and the term “Associate” shall have the meaning ascribed
to it by the Listing Manual or any other publication prescribing rules or regulations for corporations
admitted to the Official List of the SGX-ST (as modified, supplemented or amended from time to
time).
2.3
Words importing the singular number shall, where applicable, include the plural number and vice
versa. Words importing the masculine gender shall, where applicable, include the feminine and
neuter gender.
2.4
Any reference to a time of a day in the Scheme is a reference to Singapore time.
2.5
Any reference in the Scheme to any enactment is a reference to that enactment as for the time
being amended or re-enacted. Any word defined under the Companies Act, the Cayman
Companies Law, or any statutory modification thereof and used in the Scheme shall have the
meaning assigned to it under the Act or the Cayman Companies Law, as the case may be.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-3


3.
OBJECTIVES OF THE SCHEME
The Scheme is a share incentive plan. The Scheme is proposed on the basis that it is important to
retain staff whose contributions are essential to the well-being and prosperity of the Group and to
give recognition to outstanding Employees and Non-Executive Directors who have contributed to
the growth of the Group. The Scheme will give Participants an opportunity to have a personal
equity interest in the Company at no direct cost to its profitability and will help to achieve the
following positive objectives:
(a)
to motivate each Participant to optimise his performance standards and efficiency and to
maintain a high level of contribution to the Group;
(b)
to retain key employees and Directors of the Group whose contributions are essential to the
long-term growth and profitability of the Group;
(c)
to instil loyalty to, and a stronger identification by the Participants with the long-term
prosperity of, the Company;
(d)
to attract potential employees with relevant skills to contribute to the Group and to create
value for the Shareholders of the Company; and
(e)
to align the interests of the Participants with the interests of the Shareholders.
4.
ELIGIBILITY OF PARTICIPANTS 
4.1
Employees and Non-Executive Directors (other than Controlling Shareholders and their Associates)
are eligible to participate in the Scheme.
4.2
The Employee’s eligibility to participate in the Scheme shall be at the absolute discretion of the
Committee, which would be exercised judiciously, and in addition, such person must:
(a)
be confirmed in his/her employment with the Group and not be on probation and have been
in the full time service of the Group for at least 12 months on or prior to the Date of Grant;
(b)
have attained the age of twenty-one (21) years on or before the Date of Grant; and
(c)
not be an undischarged bankrupt and must not have entered into a composition with his
creditors.
4.3
Employees and Non-Executive Directors who are Controlling Shareholders and their Associates
are not eligible to participate in the Scheme.
4.4
Subject to the Act and any requirement of the Stock Exchange, the terms of eligibility for
participation in the Scheme may be amended from time to time at the absolute discretion of the
Committee, which would be exercised judiciously.
4.5
Participants who participate in the Scheme are eligible to participate in other schemes
implemented by other companies, if approved by the Committee.
5.
MAXIMUM ENTITLEMENT
Subject to Rule 4 and Rule 11, the aggregate number of Shares in respect of which Options may
be offered to a Grantee for subscription in accordance with the Scheme shall be determined at the
discretion of the Committee, which would be exercised judiciously, who shall take into account
criteria such as the rank within the Group, performance, years of service and potential for future
development of the Grantee.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-4


6.
GRANT AND ACCEPTANCE OF OPTIONS
6.1
Subject as provided in Rule 11, the Committee may grant Options at any time during the period
when the Scheme is in force, except that no Options may be offered and/or granted during the
period of 30 days immediately preceding the date the Company announces its interim and/or final
results (whichever the case may be). In the event that an announcement on any matter of an
exceptional nature involving unpublished price sensitive information is made, Options may only be
granted on or after the third Market Day from the date on which such announcement is released.
6.2
The Letter of Offer to grant an Option shall be in, or substantially in, the form set out in Schedule
A, subject to such modification as the Committee may from time to time determine.
6.3
An Option shall be personal to the person to whom it is granted and shall not be transferred (other
than to a Participant’s personal representative on the death of that Participant), charged, assigned,
pledged or otherwise disposed of, in whole or in part, except with the prior approval of the
Committee.
6.4
The grant of an Option under this Rule 6 shall be accepted by the Grantee within thirty (30) days
from the Date of Grant of that Option and, in any event, not later than 5.00 p.m. on the 30th day
from such Date of Grant by completing, signing and returning the Acceptance Form in or
substantially in the form set out in Schedule B, subject to such modification as the Committee may
from time to time determine, accompanied by payment of US$1.00 as consideration.
6.5
If a grant of an Option is not accepted in the manner as provided in Rule 6.4, such offer shall, upon
the expiry of the thirty (30) day period, automatically lapse and become null, void and of no effect.
7.
EXERCISE PRICE
7.1
Subject to any adjustment pursuant to Rule 12, the Exercise Price for each Share in respect of
which an Option is exercisable shall be determined by the Committee, in its absolute discretion, on
the Date of Grant, at:
(a)
a price equal to the Market Price; or
(b)
a price which is set at a discount to the Market Price, provided that:
(i)
the maximum discount shall not exceed twenty (20) per cent. of the Market Price; and
(ii)
the Shareholders in general meeting shall have authorised, in a separate resolution,
the making of offers and grants of Options under the Scheme at a discount not
exceeding the maximum discount as aforesaid.
The Exercise Price shall in no event be less than the nominal value of a Share.
7.2
In making any determination under Rule 7.1(b) on whether to give a discount and the quantum of
such discount, the Committee shall be at liberty to take into consideration such criteria as the
Committee may, at its absolute discretion, deem appropriate, including but not limited to:
(a)
the performance of the Company and its Subsidiaries, as the case may be, taking into
account financial parameters such as net profit after tax, return on equity and earnings
growth;
(b)
the years of service and individual performance of the Participant;
(c)
the contribution of the Participant to the success and development of the Company and/or
the Group; and
(d)
the prevailing market conditions.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-5


8.
RIGHTS TO EXERCISE OPTIONS
8.1
Options granted with the Exercise Price set at Market Price shall only be exercisable, in whole or in
part (provided that an Option may be exercised in part only in respect of 1000 Shares or any
multiple thereof), at any time, by a Participant after the first anniversary of the Date of Grant of that
Option, Provided always that the Options (other than Options granted to Non-Executive Directors)
shall be exercised before the tenth anniversary of the relevant Date of Grant and Options granted
to Non-Executive Directors shall be exercised before the fifth anniversary of the relevant Date of
Grant, or such earlier date as may be determined by the Committee, failing which all unexercised
Options shall immediately lapse and become null and void and a Participant shall have no claim
against the Company.
8.1
Options granted with the Exercise Price set at a discount to Market Price shall only be exercisable,
in whole or in part (provided that an Option may be exercised in part only in respect of 1000
Shares or any multiple thereof), at any time, by a Participant after the second anniversary of the
Date of Grant of that Option, Provided always that the Options (other than Options granted to Non-
Executive Directors and Independent Directors) shall be exercised before the tenth anniversary of
the relevant Date of Grant and Options granted to Non-Executive Directors and Independent
Directors shall be exercised before the fifth anniversary of the relevant Date of Grant, or such
earlier date as may be determined by the Committee, failing which all unexercised Options shall
immediately lapse and become null and void and a Participant shall have no claim against the
Company.
8.3
An Option shall, to the extent unexercised, immediately lapse without any claim whatsoever against
the Company:
(a)
in the event of misconduct on the part of the Participant as determined by the Committee in
its discretion;
(b)
subject to Rule 8.4(b), where the Participant ceases at any time to be in the employment of
any of our Group, for any reason whatsoever;
(c)
the bankruptcy of the Participant or the happening of any other event which results in his
being deprived of the legal or beneficial ownership of an Option; or
(d)
the company by which he is employed ceasing to be a company within our Group, or the
undertaking or part of the undertaking of such company being transferred otherwise than to
another company within our Group.
For the purpose of Rule 8.3(b), the Participant shall be deemed to have ceased to be so employed
as of the last day of his employment.
For avoidance of doubt, no Option shall lapse pursuant to Rule 8.3(b) in the event of any transfer of
employment of a Participant between the Group.
8.4
In any of the following events, namely:
(a)
where the Participant ceases at any time to be in the employment of any of our Group or, in
the case of a Non-Executive Director, ceases at any time to be a Director, by reason of:
(i)
ill health, injury or disability (in each case, evidenced to the satisfaction of the
Committee);
(ii)
redundancy;
(iii)
retirement at or after the legal retirement age; or
(iv)
retirement before the legal retirement age with the consent of the Committee; or
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-6


(b)
any other event approved in writing by the Committee, 
the Participant may exercise any Option:
(i)
in the case where the cessation of employment or cessation to be a director, as the
case may be, occurs after the first day of the Exercise Period in respect of such
Option, within the period of eighteen (18) months after the date of such cessation of
employment or such cessation to be a director, as the case may be, or before the
expiry of the Exercise Period in respect of that Option, whichever is earlier, and upon
expiry of such period the Option shall lapse; and
(ii)
in the case where the cessation of employment or cessation to be a director, as the
case may be, occurs before the first day of the Exercise Period in respect of such
Option, within the period of eighteen (18) months after the first day of the Exercise
Period in respect of that Option, and upon expiry of such period the Option shall
lapse.
8.5
If a Participant dies, whether or not while still in the employment of the Group or, in the case of a
Non-Executive Director, still in the appointment as a Director, and at the date of his death holds
any unexercised Option, such Option shall continue to be exercisable by the duly appointed
personal representatives of the Participant:
(a)
in the case where death occurs after the first day of the Exercise Period in respect of such
Option, within the period of eighteen (18) months after the date of such cessation of
employment or before the expiry of the Exercise Period in respect of that Option, whichever
is earlier, and upon expiry of such period the Option shall lapse; and
(b)
in the case where the death occurs before the first day of the Exercise Period in respect of
such Option, within the period of eighteen (18) months after the first day of the Exercise
Period in respect of that Option, and upon expiry of such period, the Option shall lapse.
9.
TAKE-OVER AND WINDING-UP OF THE COMPANY
9.1
Notwithstanding Rule 8 but subject to Rule 9.5, in the event of a take-over being made for the
Shares, a Participant shall be entitled to exercise any Option held by him and as yet unexercised,
in respect of such number of Shares comprised in that Option as may be determined by the
Committee in its absolute discretion, in the period commencing on the date on which such offer is
made or, if such offer is conditional, the date on which such offer becomes or is declared
unconditional, as the case may be, and ending on the earlier of:
(a)
the expiry of six (6) months thereafter, unless prior to the expiry of such six-month period, at
the recommendation of the officer and with the approvals of the Committee and the Stock
Exchange, such expiry date is extended to a later date (in either case, being a date falling
not later than the expiry of the Exercise Period relating thereto); or
(b)
the date of expiry of the Exercise Period relating thereto, 
whereupon the Option then remaining unexercised shall lapse.
Provided that if during such period, the offeror becomes entitled or bound to exercise rights of
compulsory acquisition under the provisions of the Act and, being entitled to do so, gives notice to
the Participants that it intends to exercise such rights on a specified date, the Option shall remain
exercisable by the Participant until the expiry of such specified date or the expiry of the Exercise
Period relating thereto, whichever is earlier. Any Option not so exercised shall lapse provided that
the rights of acquisition or obligations to acquire shall have been exercised or performed, as the
case may be. If such rights or obligations have not been exercised or performed, the Option shall,
notwithstanding Rule 8, remain exercisable until the expiry of the Exercise Period relating thereto.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-7


9.2
If under any applicable laws, the court sanctions a compromise or arrangement proposed for the
purposes of, or in connection with, a scheme for the reconstruction of the Company or its
amalgamation with another company or companies, each Participant shall be entitled,
notwithstanding Rule 8 but subject to Rule 9.5, to exercise any Option then held by him, in respect
of such number of Shares comprised in that Option as may be determined by the Committee in its
absolute discretion, during the period commencing on the date upon which the compromise or
arrangement is sanctioned by the court and ending either on the expiry of 60 days thereafter or the
date upon which the compromise or arrangement becomes effective, whichever is later (but not
after the expiry of the Exercise Period relating thereto), whereupon the Option shall lapse and
become null and void.
9.3
If an order is made for the winding-up of the Company on the basis of its insolvency, all Options, to
the extent unexercised, shall lapse and become null and void.
9.4
In the event a notice is given by the Company to its members to convene a general meeting for the
purposes of considering and, if thought fit, approving a resolution to voluntarily wind-up the
Company, the Company shall on the same date as or soon after it dispatches such notice to each
member of the Company give notice thereof to all Participants (together with a notice of the
existence of the provision of this Rule 9.4) and thereupon, each Participant (or his personal
representative) shall be entitled to exercise all or any of his Options at any time not later than two
(2) Business Days prior to the proposed general meeting of the Company by giving notice in writing
to the Company, accompanied by a remittance for the Aggregate Subscription Cost whereupon the
Company shall as soon as possible and in any event, no later than the Business Day immediately
prior to the date of the proposed general meeting referred to above, allot the relevant Shares to the
Participant credited as fully paid.
9.5
If in connection with the making of a general offer referred to in Rule 9.1 or the scheme referred to
in Rule 9.2 or the winding-up referred to in Rule 9.4, arrangements are made (which are confirmed
in writing by the Auditors, acting only as experts and not as arbitrators, to be fair and reasonable)
for the compensation of Participants, whether by the continuation of their Options or the payment of
cash or the grant of other options or otherwise, a Participant holding an Option, as yet not
exercised, may not, at the discretion of the Committee, be permitted to exercise that Option as
provided for in this Rule 9.
9.6
To the extent that an Option is not exercised within the periods referred to in this Rule 9, it shall
lapse and become null and void.
10.
EXERCISE OF OPTIONS, ALLOTMENT AND LISTING OF SHARES
10.1
Subject to Rules 8.1, an Option may be exercised, in whole or in part, by a Participant giving notice
in writing to the Company in or substantially in the form set out in Schedule C, subject to such
modification as the Committee may from time to time determine.
Such notice must be
accompanied by payment in cash for the Aggregate Subscription Cost in respect of the Shares for
which that Option is exercised and any other documentation the Committee may require. An
Option shall be deemed to be exercised upon receipt by the Company of the said notice, duly
completed, and the Aggregate Subscription Cost. All payments made shall be made by cheque,
cashiers’ order, banker’s draft or postal order made out in favour of the Company or such other
mode of payment as may be acceptable to the Company.
10.2
Subject to such consents or other required action of any competent authority under any regulations
or enactment for the time being in force as may be necessary and subject to the compliance with
the terms of the Scheme and the Memorandum of Association and Articles of the Company, the
Company shall, within ten (10) Market Days after the exercise of an Option, allot the relevant
Shares and despatch to CDP the relevant share certificates by ordinary post or such other mode
as the Committee may deem fit.
The Company shall, as soon as practicable after such allotment, apply to the Stock Exchange for
permission to deal in and for quotation of such Shares, if necessary.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-8


10.3
Shares which are allotted on the exercise of an Option by a Participant shall be issued in the name
of CDP to the credit of the securities account of that Participant maintained with CDP
, the securities
sub-account of that Participant maintained with a Depository Agent or (where applicable) the CPF
investment account maintained with a CPF agent bank.
10.4
Shares allotted and issued on exercise of an Option shall:
(a)
be subject to all the provisions of the Memorandum of Association and Articles of the
Company; and
(b)
rank in full for all entitlements, including dividends or other distributions declared or
recommended in respect of the then existing Shares, the Record Date for which is on or
after the relevant date upon which such exercise occurred, and shall in all other respects
rank pari passu with other existing Shares then in issue.
“Record Date” means the date fixed by the Company for the purposes of determining entitlements
to dividends or other distributions to or rights of holders of Shares.
10.5
The Company shall keep available sufficient unissued Shares to satisfy the full exercise of all
Options for the time being remaining capable of being exercised.
11.
LIMITATION ON THE SIZE OF THE SCHEME
The aggregate nominal amount of new Shares over which the Committee may grant Options on
any date, when added to the nominal amount of new Shares issued and issuable in respect of (a)
all Options granted under the Scheme, and (b) all awards granted under any other share option,
share incentive, performance share or restricted share plan implemented by the Company and for
the time being in force, shall not exceed fifteen (15) per cent. of the issued share capital of the
Company on the day preceding that date.
12.
ADJUSTMENT EVENTS 
12.1
If a variation in the issued ordinary share capital of the Company (whether by way of a
capitalisation of profits or reserves or rights issue, reduction, subdivision, consolidation, distribution
or otherwise) shall take place, then:
(a)
the Exercise Price of the Shares, the nominal amount, class and/or number of Shares
comprised in an Option to the extent unexercised; and/or
(b)
the nominal amount, class and/or number of Shares over which Options may be granted
under the Scheme,
shall be adjusted in such manner as the Committee may determine to be appropriate.
12.2
Unless the Committee considers an adjustment to be appropriate, the following (whether singly or
in combination) shall not be regarded as events requiring adjustment:
(a)
any issue of securities as consideration for an acquisition or a private placement of securities
or pursuant to any initial public offering of the Shares on the SGX-ST;
(b)
any increase in the number of issued Shares as a consequence of the exercise of options or
other convertibles issued from time to time by the Company entitling the holders thereof to
acquire new Shares in the capital of the Company (including the exercise of any Options
granted pursuant to the Scheme and any previous or future employee share option
scheme(s));
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-9


(c)
any issue of Shares pursuant to any scrip dividend scheme for the time being of the
Company; and
(d)
any reduction in the number of issued Shares as a result of the cancellation of issued
Shares purchased by the Company by way of market purchase(s) effected on the SGX-ST
on which the Company is listed pursuant to a share purchase mandate (or any renewal
thereof) given by the Shareholders of the Company in general meeting and for the time
being in force.
12.3
Notwithstanding the provisions of Rule 12.1:
(a)
no such adjustment shall be made if as a result:
(i)
the Exercise Price shall fall below the nominal amount of a Share and if such
adjustment would, but for this paragraph (a), result in the Exercise Price being less
than the nominal amount of a Share, the Exercise Price payable shall be the nominal
amount of a Share; or
(ii)
the Participant receives a benefit that a Shareholder does not receive; and
(b)
any adjustment (except in relation to a capitalisation issue) must be confirmed in writing by
the Auditors (acting only as experts and not as arbitrators) to be in their opinion, fair and
reasonable.
12.4
Upon any adjustment required to be made pursuant to this Rule 12, the Company shall notify the
Participant (or his duly appointed personal representatives where applicable) in writing and deliver
to him (or his duly appointed personal representatives where applicable) a statement setting forth
the Exercise Price thereafter in effect and the nominal value, class and/or number of Shares
thereafter to be issued on the exercise of the Option. Any adjustment shall take effect upon such
written notification being given.
13.
ADMINISTRATION OF THE SCHEME
13.1
The Scheme shall be administered by the Committee in its absolute discretion with such powers
and duties as are conferred on it by the Board, provided that no member of the Committee shall
participate in any deliberation or decision in respect of Options to be granted to him or held by him.
The Committee has powers to determine, inter alia, the following:
(a)
persons to be granted Options;
(b)
number of Options to be offered; and
(c)
recommendations for modifications to the Scheme.
13.2
The Committee shall also have the power, from time to time, to make and vary such regulations
(not being inconsistent with the Scheme) for the implementation and administration of the Scheme
as they think fit. Any matter pertaining or pursuant to the Scheme and any dispute and uncertainty
as to the interpretation of the Scheme, any rule, regulation or procedure thereunder or any rights
under the Scheme shall be determined by the Committee.
13.3
Neither the Scheme nor the grant of Options under the Scheme shall impose on the Company or
the Committee any liability whatsoever in connection with:
(a)
the lapsing or early expiry of any Options pursuant to any provision of the Scheme;
(b)
the failure or refusal by the Committee to exercise, or the exercise by the Committee of, any
discretion under the Scheme; and/or
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-10


(c)
any decision or determination of the Committee made pursuant to any provision of the
Scheme.
Any decision or determination of the Committee made pursuant to any provision of the Scheme
(other than a matter to be certified by the Auditors) shall be final, binding and conclusive.
14.
NOTICES
14.1
Any notice required to be given by a Participant to the Company shall be sent or made to the
principal place of business of the Company or such other addresses (including electronic mail
addresses) or facsimile number, and marked for the attention of the Committee, as may be notified
by the Company to him in writing.
14.2 Any notices or documents required to be given to a Participant or any correspondence to be made
between the Company and the Participant shall be given or made by the Committee (or such
person(s) as it may from time to time direct) on behalf of the Company and shall be delivered to
him by hand or sent to him at his home address, electronic mail address or facsimile number
according to the records of the Company or the last known address, electronic mail address or
facsimile number of the Participant.
14.3
Any notice or other communication from a Participant to the Company shall be irrevocable, and
shall not be effective until received by the Company. Any other notice or communication from the
Company to a Participant shall be deemed to be received by that Participant, when left at the
address specified in Rule 14.2 or, if sent by post, on the day following the date of posting or, if sent
by electronic mail or facsimile transmission, on the day of despatch.
15.
MODIFICATIONS TO THE SCHEME
15.1
Any or all the provisions of the Scheme may be modified and/or altered at any time and from time
to time by resolution of the Committee, except that:
(a)
no modification or alteration shall alter adversely the rights attaching to any Option granted
prior to such modification or alteration except with the consent in writing of such number of
Participants who, if they exercised their Options in full, would thereby become entitled to not
less than three-quarters in nominal amount of all the Shares which would fall to be allotted
upon exercise in full of all outstanding Options;
(b)
any modification or alteration which would be to the advantage of Participants under the
Scheme shall be subject to the prior approval of the Shareholders in general meeting; and
(c)
no modification or alteration shall be made without the prior approval of the Stock Exchange
and such other regulatory authorities as may be necessary.
15.2
Notwithstanding anything to the contrary contained in Rule 15.1, the Committee may at any time by
resolution (and without other formality, save for the prior approval of the Stock Exchange) amend or
alter the Scheme in any way to the extent necessary to cause the Scheme to comply with any
statutory provision or the provision or the regulations of any regulatory or other relevant authority or
body (including the Stock Exchange).
Written notice of any modification or alteration made in accordance with this Rule 15 shall be given
to all Participants.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-11


16.
TERMS OF EMPLOYMENT UNAFFECTED
The terms of employment of a Participant shall not be affected by his participation in the Scheme,
which shall neither form part of such terms nor entitle him to take into account such participation in
calculating any compensation or damages on the termination of his employment for any reason.
17.
DURATION OF THE SCHEME
17.1
The Scheme shall continue to be in force at the discretion of the Committee, subject to a maximum
period of ten (10) years commencing on the Adoption Date, provided always that the Scheme may
continue beyond the above stipulated period with the approval of the Shareholders by ordinary
resolution in general meeting and of any relevant authorities which may then be required.
17.2
The Scheme may be terminated at any time by the Committee, at the discretion of the Committee,
or by resolution of the Company in general meeting, subject to all relevant approvals which may be
required and if the Scheme is so terminated, no further Options shall be offered by the Company
hereunder.
17.3
The termination of the Scheme shall not affect Options which have been granted and accepted as
provided in Rule 6.4, whether such Options have been exercised (whether fully or partially) or not.
18.
TAXES
All taxes (including income tax) arising from the exercise of any Option granted to any Participant
under the Scheme shall be borne by that Participant.
19.
COSTS AND EXPENSES OF THE SCHEME
19.1
Each Participant shall be responsible for all fees of CDP relating to or in connection with the issue
and allotment of any Shares pursuant to the exercise of any Option in CDP’s name, the deposit of
share certificate(s) with CDP
, the Participant’s securities account with CDP
, or the Participant’s
securities sub-account with a Depository Agent or (where applicable) the CPF investment account
with a CPF agent bank.
19.2
Save for the taxes referred to in Rule 18 and such other costs and expenses expressly provided in
the Scheme to be payable by the Participants, all fees, costs and expenses incurred by the
Company in relation to the Scheme including but not limited to the fees, costs and expenses
relating to the allotment and issue of Shares pursuant to the exercise of any Option shall be borne
by the Company.
20.
DISCLAIMER OF LIABILITY
Notwithstanding any provisions herein contained, the Committee and the Company shall not under
any circumstances be held liable for any costs, losses, expenses and damages whatsoever and
howsoever arising in any event, including but not limited to the Company’s delay in issuing the
Shares or applying for or procuring the listing of the Shares on the Stock Exchange in accordance
with Rule 10.2.
21.
DISCLOSURE IN ANNUAL REPORT
The following disclosures (as applicable) will be made by the Company in its annual report for so
long as the Scheme continues in operation:
(a)
the names of the members of the Committee administering the Scheme;
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-12


(b)
the information in respect of Options granted to the following Participants in the table set out
below:
(i)
Directors of the Company; and
(ii)
Participants, other than those in (i) above, who receive five (5) per cent. or more of the
total number of Options available under the Scheme.
Name of
Number of
Aggregate
Aggregate
Aggregate
Participant
Shares
number of
number of
number of
comprised
Shares
Shares
Shares
in Options
comprised
comprised
comprised
granted
in Options
in Options
in Options
during
granted
exercised
outstanding
financial
since
since
as at end of
year under
commencement
commencement
financial year
review
of Scheme
of Scheme
under review
(including
to end of
to end of
terms)
financial year
financial year
under review
under review
(c)
the number of Incentive Options during the financial year under review in the following
bands:
Discount to the
Aggregate number of
Proportion of
Market Price
Incentive Options
Incentive Options
%
granted during the
to Market Price Options
financial year under review
granted during the
financial year under review
0-10
11-20
22.
ABSTENTION FROM VOTING
Participants who are Shareholders are to abstain from voting on any Shareholders’ resolution
relating to the Scheme.
23.
DISPUTES
Any disputes or differences of any nature arising hereunder shall be referred to the Committee and
its decision shall be final and binding in all respects.
24.
GOVERNING LAW
The Scheme shall be governed by, and construed in accordance with, the laws of Singapore. The
Participants, by accepting Options in accordance with the Scheme, and the Company submit to the
exclusive jurisdiction of the courts of Singapore.
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-13


Schedule A
UNI-ASIA SHARE OPTION SCHEME
LETTER OF OFFER
Serial No:
Date:
To:
[Name]
[Designation]
[Address]
Private and Confidential
Dear Sir/Madam,
1.
We have the pleasure of informing you that, pursuant to the Uni-Asia Share Option Scheme
(“Scheme”), you have been nominated to participate in the Scheme by the Committee (the
“Committee”) appointed by the Board of Directors of Uni-Asia Finance Corporation (the “Company”)
to administer the Scheme. Terms as defined in the Scheme shall have the same meaning when
used in this letter.
2.
Accordingly, in consideration of the payment of a sum of US$1.00, an offer is hereby made to grant
you an option (the “Option”), to subscribe for and be allotted 
Shares at the price
of S$ 
for each Share.
3.
The Option is personal to you and shall not be transferred, charged, pledged, assigned or
otherwise disposed of by you, in whole or in part, except with the prior approval of the Committee.
4.
The Option shall be subject to the terms of the Scheme, a copy of which is available for inspection
at the business address of the Company.
5.
If you wish to accept the offer of the Option on the terms of this letter, please sign and return the
enclosed Acceptance Form with a sum of US$1.00 not later than 5.00 p.m. on 
,
failing which this offer will lapse.
Yours faithfully,
For and on behalf of
Uni-Asia Finance Corporation
Name:
Designation:
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-14


APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-15
Schedule B
UNI-ASIA SHARE OPTION SCHEME
ACCEPTANCE FORM
Serial No:
Date:
To:
The Committee,
Uni-Asia Share Option Scheme
Uni-Asia Finance Corporation
Closing Date for Acceptance of Offer:
Number of Shares Offered:
Exercise Price for each Share: S$
Total Amount Payable:
I have read your Letter of Offer dated 
and agree to be bound by the terms of the Letter
of Offer and the Scheme referred to therein. Terms defined in your Letter of Offer shall have the same
meanings when used in this Acceptance Form.
I hereby accept the Option to subscribe for 
Shares at S$
for each Share. I
enclose cash for US$1.00 in payment for the purchase of the Option/I authorise my employer to deduct
the sum of US$1.00 from my salary in payment for the purchase of the Option.
I understand that I am not obliged to exercise the Option.
I confirm that my acceptance of the Option will not result in the contravention of any applicable law or
regulation in relation to the ownership of shares in the Company or options to subscribe for such shares.
I agree to keep all information pertaining to the grant of the Option to me confidential.
I further acknowledge that you have not made any representation to induce me to accept the offer and
that the terms of the Letter of Offer and this Acceptance Form constitute the entire agreement between
us relating to the offer.


Please print in block letters
Name in full
:
Designation
:
Address
:
Nationality
:
*NRIC/Passport No.
:
Signature
:
Date
:
Note:
*
Delete accordingly
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-16


APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-17
Schedule C
UNI-ASIA SHARE OPTION SCHEME
FORM OF EXERCISE OF OPTION
Total number of ordinary shares of US$0.16 each 
(the “Shares”) offered at S$
for each
Share (the “Exercise Price”) under the Scheme
on 
(Date of Grant)
:
Number of Shares previously allotted thereunder
:
Outstanding balance of Shares to be allotted
thereunder
:
Number of Shares now to be subscribed
:
To:
The Committee,
Uni-Asia Share Option Scheme,
Uni-Asia Finance Corporation
1.
Pursuant to your Letter of Offer dated 
and my acceptance thereof, I hereby
exercise the Option to subscribe for 
Shares in Uni-Asia Finance Corporation
(the “Company”) at S$
for each Share.
2.
I enclose a *cheque/cashier’s order/banker’s draft/postal order no.
for
by way of subscription for the total number of the said Shares.
3.
I agree to subscribe for the said Shares subject to the terms of the Letter of Offer, the Uni-Asia
Share Option Scheme and the Memorandum of Association and Articles of the Company.
4.
I declare that I am subscribing for the said Shares for myself and not as a nominee for any other
person.
5.
I request the Company to allot and issue the Shares in the name of The Central Depository (Pte)
Limited (“CDP”) for credit of my *Securities Account with CDP/Sub-Account with the Depository
Agent/CPF investment account with my Agent Bank specified below and I hereby agree to bear
such fees or other charges as may be imposed by CDP in respect thereof.


Please print in block letters
Name in full
:
Designation
:
Address
:
Nationality
:
*NRIC/Passport No.
:
*Direct Securities
Account No.
:
OR
*Sub-Account No.
:
Name of Depository
Agent
:
OR
*CPF Investment
Account No.
:
Name of Agent Bank
:
Signature
:
Date
:
Note:
*
Delete accordingly
APPENDIX F – RULES OF THE UNI-ASIA SHARE OPTION SCHEME
F-18


Applications are invited for the subscription of the New Shares at the Invitation Price, subject to the
following terms and conditions:
1.
YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 NEW SHARES OR INTEGRAL
MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF NEW SHARES
WILL BE REJECTED.
2.
Your application for the Offer Shares may be made by way of the printed WHITE Offer Shares
Application Forms or by way of Automated Teller Machine (“ATMs”) belonging to the Participating
Banks (“ATM Electronic Applications”) or the Internet Banking (“IB”) websites of the relevant
Participating Banks (“Internet Electronic Applications”).
Application for Internet Placement Shares (also referred to as “Internet Electronic Application”) may
only be made by way of an Internet Electronic Application through the website of DBS Vickers
Securities Online (Singapore) Pte Ltd (“DBS Vickers Online”) at “www.dbsvonline.com” if you have
an Internet trading account with DBS Vickers Online. Internet Electronic Applications, both through
the IB websites of the relevant Participating Banks and the website of DBS Vickers Online, shall,
together with ATM Electronic Applications, be referred to as “Electronic Applications”.
Applications for Placement Shares (other than Internet Placement Shares and Reserved Shares)
may only be made by way of the printed BLUE Placement Shares Application Forms or in such
other forms of application as the Manager deems appropriate.
Application for Reserved Shares may only be made by way of the printed PINK Reserved Shares
Application Forms.
You may not use your CPF funds to apply for the New Shares.
3.
You (being other than an approved nominee company) are allowed to submit ONLY one
application in your own name for:
(a) 
the Offer Shares by any one of the following:

Offer Shares Application Form;

ATM Electronic Application; or

Internet Electronic Application; or
(b) 
the Placement Shares (other than the Reserved Shares) by any one of the following:

Internet Electronic Application;

Placement Shares Application Form; or

in such other forms of application as the Manager deems appropriate.
If more than one application is submitted for either the Offer Shares or Placement Shares
(other than the Reserved Shares), such separate applications shall be deemed to be
multiple applications and shall be rejected.
If you have made an application for the Placement Shares (other than the Reserved Shares),
you should not make any application for the Offer Shares and vice versa. Such separate
applications shall be deemed to be multiple applications and shall be rejected.
G-1
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


Joint or multiple applications will be rejected. Persons submitting or procuring submissions of
multiple share applications (whether for Offer Shares, Placement Shares or both Offer Shares and
Placement Shares) may be deemed to have committed an offence under the Penal Code (Chapter
224) of Singapore and the Securities and Futures Act (Chapter 289) of Singapore and such
applications may be referred to the relevant authorities for investigation. Multiple applications or
those appearing to be or suspected of being multiple applications (other than as provided herein)
will be liable to be rejected at the discretion of our Company.
An applicant who has made an application for Reserved Shares using a Reserved Shares
Application Form may:
(a) 
submit one separate application for Offer Shares in his own name either by way of an Offer
Shares Application Form or through an Electronic Application; or
(b)
submit one separate application for Placement Shares (other than the Reserved Shares) by
way of a Placement Shares Application Form or one separate application by way of an
Internet Electronic Application through the website of DBS Vickers Online or such other
forms of application as the Manager deems appropriate, 
provided he adheres to the terms and conditions of this Prospectus. Such separate applications will
not be treated as multiple applications.
4.
We will not accept applications from any person under the age of 21 years, undischarged
bankrupts, sole-proprietorships, partnerships, non-corporate bodies, joint Securities Account
holders of CDP and applicants whose addresses (furnished in their printed Application Forms or in
such other forms of application as the Manager deems appropriate or, in the case of Electronic
Applications, contained in the records of the relevant Participating Banks or DBS Vickers Online, as
the case may be) 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 deceased
name at the time of application.
In addition, applicants who wish to subscribe for the Placement Shares through the website of DBS
Vickers Online:
(a)
must not be corporations, sole-proprietorships, partnerships, or any other business entities;
(b)
must be over the age of 21 years;
(c)
must not be undischarged bankrupts;
(d)
must apply for the Placement Shares in Singapore;
(e)
must have a mailing address in Singapore; and
(f)
must be customers who maintain trading accounts with DBS Vickers Online.
5.
We will not recognise the existence of a trust. Any application by a trustee or trustees must be
made in his/their own name(s) and without qualification or, where the application is made by way of
a printed Application Form by a nominee, in the name(s) of an approved nominee company or
approved nominee companies after complying with paragraph 7 below.
6.
WE WILL ONLY ACCEPT NOMINEE APPLICATIONS FROM APPROVED NOMINEE
COMPANIES. Approved nominee companies are defined as banks, merchant banks, finance
companies, insurance companies, licenced securities dealers in Singapore and nominee
companies controlled by them. Applications made by nominees other than approved nominee
companies will be rejected.
G-2
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


7.
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 application, your
application will be rejected (if you apply by way of an Application Form) or you will not be able to
complete your Electronic Application (if you apply by way of an Electronic Application). If you have
an existing Securities Account but fail to provide your Securities Account number or provide an
incorrect Securities Account number in section B of the Application Form or in your Electronic
Application, as the case may be, your application is liable to be rejected. Subject to paragraph 8
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, or in the case of an Electronic Application, contained in the records of the
relevant Participating Bank or DBS Vickers Online at the time of your Electronic Application, as the
case may be, differ from those particulars in your Securities Account as maintained by CDP
. If you
have more than one individual direct Securities Account with CDP
, your application shall be
rejected.
8.
If your address as stated in the Application Form or, in the case of an Electronic
Application, contained in the records of the relevant Participating Bank or DBS Vickers
Online, as the case may be, is different from the address registered with CDP, you must
inform CDP of your updated address promptly, failing which the notification letter on
successful allocation will be sent to your address last registered with CDP.
9.
Our Company reserves the right to reject any application which does not conform strictly to the
instructions set out in the Application Forms and this Prospectus (including the instructions set out
in the Electronic Applications) or which does not comply with the instructions for Electronic
Applications or with the terms and conditions of this Prospectus 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. Our Company further
reserves 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 and this Prospectus
(including the instructions set out in the Electronic Applications), 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.
10.
Our Company reserves the right to reject or to accept, in whole or in part, or to scale down or to
ballot any application, without assigning any reason therefor, and we will not entertain any enquiry
and/or correspondence on our decision except in respect of applications which have been balloted
but subsequently rejected where the reasons for such rejection will be provided to the Applicant.
This right applies to applications made by way of Application Forms and by way of Electronic
Applications. In deciding the basis of allotment, our Company will give due consideration to the
desirability of allotting the New Shares to a reasonable number of applicants with a view to
establishing an adequate market for the Shares.
11.
Share certificates will be registered in the name of CDP 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 New Shares allotted to you. This will be the only acknowledgement of application
monies received and is not an acknowledgement by our Company. You irrevocably authorise CDP
to complete and sign on your behalf as transferee or renounce any instrument of transfer and/or
other documents required for the issue or transfer of the New Shares allotted to you. This
authorisation applies to applications made by way of printed Application Forms, or such other
forms of application as the Manager deems appropriate and by way of Electronic Applications.
12.
The New Shares may be reallocated between the Placement and the Offer at the discretion of the
Manager.
G-3
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


In the event of an under-subscription for the Reserved Shares as at the close of the Application
List, the number of Reserved Shares under-subscribed shall be made available to satisfy
applications for Placement Shares by way of Placement Shares Application Forms or in any other
form of application as may be deemed appropriate by the Manager to the extent that there is an
over-subscription for such Placement Shares as at the close of the Application List or to satisfy
excess applications for Offer Shares, to the extent that there is an over-subscription for Offer
Shares as at the close of the Application List.
In the event of an under-subscription for Internet Placement Shares to be applied for through the
website of DBS Vickers Online as at the close of the Application List, that number of Internet
Placement Shares under-subscribed shall be made available to satisfy applications for Placement
Shares by way of Placement Shares Application Forms to the extent that there is an over-
subscription for such Placement Shares as at the close of the Application List or to satisfy excess
applications for Offer Shares, to the extent that there is an over-subscription for Offer Shares as at
the close of the Application List.
In the event of an over-subscription for Offer Shares as at the close of the Application List and/or
Placement Shares (including Internet Placement Shares) are fully subscribed or over-subscribed
as at the close of the Application List, the successful applications for Offer Shares will be
determined by ballot or otherwise as determined by our Directors, in consultation with the Manager,
and approved by the SGX-ST.
13.
You irrevocably authorise CDP to disclose the outcome of your application, including the number of
New Shares allotted to you pursuant to your application, to our Company, the Manager, the
Underwriter, the Placement Agent, DBS Vickers Online and any other parties so authorised by
CDP
, our Company and the Manager.
14.
Any reference to “you” or the “Applicant” in this section shall include an individual, a corporation, an
approved nominee company or trustee applying for Offer Shares by way of an Offer Shares
Application Form or by way of an Electronic Application and a person applying for Placement
Shares (including Internet Placement Shares) by way of Placement Shares Application Form or by
way of an Internet Placement Application.
15.
By completing and delivering an Application Form or such other application as the Manager deems
appropriate and, in the case of an ATM Electronic Application, by pressing the “Enter” or “OK” or
“Confirm” or “Yes” key or any other relevant key on the ATM or in the case of an Internet Electronic
Application, by clicking “Submit” or “Continue” or “Yes” or “Confirm” or any other button on the IB
website of the relevant Participating Banks or the website of DBS Vickers Online (as the case may
be) in accordance with the provisions herein, you:
(a)
irrevocably offer, agree and undertake to subscribe for the number of New Shares specified
in your application (or such smaller number for which the application is accepted) at the
Invitation Price for each New Share and agree that you will accept such New Shares as may
be allotted to you, in each case on the terms of, and subject to the conditions set out in, this
Prospectus and the Memorandum and Articles of Association of our Company;
(b)
agree that in the event of any inconsistency between the terms and conditions for application
set out in this Prospectus and those set out in the website of DBS Vickers Online, or the IB
websites or ATMs of the Participating Banks, the terms and conditions set out in this
Prospectus shall prevail;
(c)
agree that the aggregate Invitation Price for the New Shares applied for is due and payable
to the Company upon application;
(d)
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 in determining whether to
accept your application and/or whether to allot any New Shares to you; and
G-4
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


(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
Manager, Underwriter and Placement Agent will infringe any such laws as a result of the
acceptance of your application.
16.
Our acceptance of applications will be conditional upon, inter alia, our Company being satisfied
that:
(a)
permission has been granted by the SGX-ST to deal in, and for quotation of, all the issued
Share and, the New Shares on the Official List of the SGX-ST;
(b)
the Management and Underwriting Agreement and the Placement Agreement referred to in
the section entitled “General and Statutory Information” of this Prospectus have become
unconditional and have not been terminated; and
(c)
the Monetary Authority of Singapore (the “Authority”) has not issued a stop order which
directs that no or no further Shares to which this Prospectus relates be alloted or issued
(“Stop Order”).
17.
In the event that a Stop Order in respect of the New Shares is issued by the Authority or other
competent authority, and:
(a) 
the New Shares have not been issued, we will (as required by law) deem all applications to
be withdrawn and cancelled and our Company shall refund the application monies (without
interest or any share of revenue or other benefit arising therefrom and at your own risk) to
you within 14 days of the date of the Stop Order; or
(b) 
if the New Shares have already been issued but trading has not commenced, the issue will
(as required by law) be deemed void and we will refund your payment for the New Shares
(without interest or any share of revenue or other benefit arising therefrom and at your own
risk) to you within 14 days from the date of the Stop Order.
This shall not apply where only an interim Stop Order has been issued.
18.
In the event that an interim Stop Order in respect of the New Shares is served by the Authority or
other competent authority, no Shares shall be issued to you until the Authority revokes the interim
Stop Order.
19.
The Authority is not able to serve a Stop Order in respect of the New Shares if the New Shares
have been issued and listed on the SGX-ST and trading in them has commenced.
20.
We will not hold any application in reserve.
21.
We will not allot or allocate any Shares on the basis of this Prospectus later than six months after
the date of registration of this Prospectus.
22.
All payments in respect of any application for New Shares, and all refunds in respect of any
unsuccessful application thereto, shall be made in Singapore currency.
23.
Additional terms and conditions for applications by way of Application Forms are set out in the
section entitled “Additional Terms and Conditions for Applications Using Printed Application Forms”
on pages G-6 to G-10 of this Prospectus.
24.
Additional terms and conditions for applications by way of Electronic Applications are set out in the
section entitled “Additional Terms and Conditions for Electronic Applications” on pages G-11 to G-
20 of this Prospectus.
G-5
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING PRINTED APPLICATION
FORMS
Applications by way of Application Forms shall be made on and subject to the terms and
conditions of this Prospectus, including but not limited to the terms and conditions appearing
below as well as those set out under the section “TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE” on pages G-1 to G-20 of this Prospectus, as well as the
Memorandum and Articles of Association of our Company.
1.
Your application for the Offer Shares must be made using the WHITE Offer Shares Application
Forms and WHITE official envelopes “A” and “B”, accompanying and forming part of this
Prospectus.
Applications for Placement Shares (other than Internet Placement Shares and Reserved Shares)
by way of Application Forms must be made using the BLUE Placement Shares Application Forms
accompanying and forming part of this Prospectus or in such other forms of application as the
Manager deems appropriate.
Without prejudice to the rights of the Company, the Manager has been authorised to accept, for
and on behalf of the Company, such other form of applications, as the Manager deems
appropriate. Applications for Reserved Shares must be made using the Pink Reserved Shares
Application Forms.
We draw your attention to the detailed instructions contained in the respective Application Forms
and this Prospectus for the completion of the Application Forms which must be carefully followed.
Our Company reserves the right to reject applications which do not conform strictly to the
instructions set out in the Application Forms and this Prospectus or to the terms and
conditions of this Prospectus or which are illegible, incomplete, incorrectly completed or
which are accompanied by improperly drawn remittances.
2.
You must complete your Application Forms in English. Please type or write clearly in ink using
BLOCK LETTERS.
3.
You must complete all spaces in your Application Forms except those under the heading “FOR
OFFICIAL USE ONLY” and you must write the words “NOT APPLICABLE” or “N.A.” in any space
that is not applicable.
4.
Individuals, corporations, approved nominee companies and trustees must give their names in full.
If you are an individual, you must make your application using your full name as it appears in your
identity card (if you have such an identification document) or in your passport and, in the case of
corporations, in your full names 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. 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 Company’s Share
Registrar and Singapore Share Transfer gent. Our Company reserves 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 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.
G-6
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


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 having an interest in
the aggregate of more than 50 per cent. 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 New 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 incorporated or
constituted under any statute of Singapore have an interest in the aggregate of more than 50 per
cent. of the issued share capital of or interests in such corporation.
7.
You may apply for the New Shares using only cash. Each application must be accompanied by a
cash remittance in Singapore currency for the full amount payable, in respect of the number of New
Shares applied for, in the form of a BANKER’S DRAFT, CASHIER’S ORDER or POSB CASHIER’S
ORDER drawn on a bank in Singapore, made out in favour of “UNI-ASIA SHARE ISSUE
ACCOUNT” crossed “A/C PAYEE ONLY” with your name and address written clearly on the reverse
side. APPLICATIONS NOT ACCOMPANIED BY ANY PAYMENT OR ACCOMPANIED BY ANY
OTHER FORM OF PAYMENT WILL NOT BE ACCEPTED. REMITTANCES BEARING “NOT
TRANSFERABLE” OR “NON TRANSFERABLE” CROSSINGS WILL BE REJECTED.
No acknowledgement of receipt will be issued by our Company or the Manager for 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 within 24 hours of
the balloting 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.
9.
Capitalised terms used in the Application Forms and defined in this Prospectus shall bear the
meanings assigned to them in this Prospectus.
10.
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 15 August 2007 or such other time or date as
our Directors may, in consultation with the Manager, decide and by completing and delivering
this Application Form:
(i)
your application is irrevocable; and
(ii)
your remittance will be honoured on first presentation and that any monies returnable
may be held pending clearance of your payment without interest or any share of
revenue or other benefit arising therefrom;
(b)
all applications, acceptances or contracts resulting therefrom under the Invitation 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;
G-7
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


(c)
in respect of the New Shares for which your application has been received and not rejected,
acceptance of your application shall be constituted by written notification by or on behalf of
our Company and not otherwise, notwithstanding any remittance being presented for
payment by or on behalf of our Company;
(d)
you will not be entitled to exercise any remedy of rescission for misrepresentation at any
time after acceptance of your application;
(e)
reliance is placed solely on information contained in this Prospectus and that none of our
Company, the Manager, Underwriter and Placement Agent or any other person involved in
the Invitation shall have any liability for any information not so contained;
(f)
you consent to the disclosure of your name, NRIC/passport number, address, nationality,
permanent resident status, CDP Securities Account number and share application amount to
our Share Registrar, SGX-ST, CDP
, SCCS, our Company, the Manager, Underwriter and
Placement Agent;
(g)
you irrevocably agree undertake to subscribe the number of New Shares applied for as
stated in the Application Form or any smaller number of such New Shares that may be
allotted and/or allocated to you in respect of your application. In the event that our Company
decides to allot and/or allocate any smaller number of New Shares or not to allot and/or
allocate any New Shares to you, you agree to accept such decision as final; and
(h)
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 New Shares that may be alloted to you.
Applications for Offer Shares
1.
Your application for Offer Shares MUST be made using the WHITE Offer Shares Application Forms
and WHITE official envelopes “A” and “B”.
2.
You must:
(a)
enclose the WHITE Offer Shares Application Form, duly completed and signed, together with
your correct remittance in accordance with the terms and conditions of this Prospectus, in
the WHITE official envelope “A” provided;
(b)
in appropriate spaces on the WHITE official envelope “A”:
(i)
write your name and address;
(ii)
state the number of Offer Shares applied for;
(iii)
tick the relevant box to indicated the form of payment; and
(v)
affix adequate Singapore postage;
(c)
SEAL THE WHITE OFFICIAL ENVELOPE “A”;
(d)
write, in the special box provided on the larger WHITE official envelope “B” addressed to
DBS Bank Ltd, Equity Capital Markets, 6 Shenton Way, #36-01 DBS Building Tower
One, Singapore 068809, the number of Offer Shares you have applied for; and
G-8
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


(e)
insert WHITE official envelope “A” into WHITE official envelope “B”, seal WHITE official
envelope “B”, affix adequate Singapore postage on WHITE official envelope “B” (if
despatching by ordinary post) and thereafter DESPATCH BY ORDINARY POST OR
DELIVER BY HAND the documents at your own risk to DBS Bank Ltd, Equity Capital
Markets, 6 Shenton Way, #36-01 DBS Building Tower One, Singapore 068809, so as to
arrive by 12:00 noon on 15 August 2007 or such other time or date as our Directors may, in
consultation with the Manager, decide. Local Urgent Mail or Registered Post must NOT
be used. No acknowledgement of receipt will be issued for any application or remittance
received.
3.
Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly
drawn remittances or which are not honoured upon their first presentation may be rejected.
4.
ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of receipt
will be issued for any application or remittance received.
Applications for Placement Shares (other than Internet Placement Shares and Reserved Shares)
1.
Your application for Placement Shares (other than Internet Placement Shares and Reserved
Shares) must be made using the BLUE Placement Shares Application Forms or in such other
forms of application as the Manager deems appropriate.
2.
The completed and signed BLUE Placement Shares Application Form and your remittance, in
accordance with the terms and conditions of this Prospectus, for the full amount payable in respect
of the number of Placement Shares applied for with your name, CDP Securities Account number
and address written clearly on the reverse side, must be enclosed and sealed in an envelope to be
provided by you. You must affix adequate Singapore postage on the envelope (if despatching by
ordinary post) and thereafter the sealed envelope must be DESPATCHED BY ORDINARY POST
OR DELIVERED BY HAND at your own risk to DBS Bank Ltd, Equity Capital Markets, 6
Shenton Way, #36-01 DBS Building Tower One, Singapore 068809, for the attention of Equity
Capital Markets, to arrive by 12:00 noon on 15 August 2007 or such other time or date as our
Directors may, in consultation with the Manager, decide. Local Urgent Mail or Registered Post
must NOT be used. No acknowledgement receipt will be issued for any application or remittance
received.
3.
Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly
drawn remittances or which are not honoured upon their first presentation may be rejected.
4.
ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of receipt
will be issued for any application or remittance received.
5.
Alternatively, you may remit your application monies by electronic transfer to the account of DBS
Bank Ltd, Shenton Way Branch, Current Account No. 003-710216-4 in favour of “UNI-ASIA
SHARE ISSUE ACCOUNT” for the number of Placement Shares applied for by 12.00 noon on 15
August 2007. Applicants who remit their application monies via electronic transfer should send
a copy of the telegraphic transfer advice slip to DBS Bank Ltd, Equity Capital Markets, 6
Shenton Way #36-01, DBS Building Tower One, Singapore 068809, for the attention of Equity
Capital Markets, to arrive by 12.00 noon on 15 August 2007, or such other time or date as our
Directors may, in consultation with the Manager, decide.
G-9
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


Applications for Reserved Shares
1.
Your application for Reserved Shares must be made using the PINK Reserved Shares Application
Forms or in such other forms of application as the Manager deems appropriate.
2.
The completed and signed PINK Reserved Shares Application Form and your remittance, in
accordance with the terms and conditions of the Prospectus, for the full amount payable in respect
of the number of Reserved Shares applied for with your name, CDP Securities Account number
and address written clearly on the reverse side, must be enclosed and sealed in an envelope to be
provided by you. You must affix adequate Singapore postage on the envelope (if despatching by
ordinary post) and thereafter the sealed envelope must be DESPATCHED BY ORDINARY POST
OR DELIVERED BY HAND at your own risk to Lim Associates (Pte) Ltd, 3 Church Street, #08-
01 Samsung Hub, Singapore 049483, for the attention of Mr. David Woo, to arrive by 12:00 noon
on 15 August 2007 or such other time or date as our Directors may, in consultation with the
Manager, decide. Local Urgent Mail or Registered Post must NOT be used.
3.
Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly
drawn remittances or which are not honoured upon their first presentation may be rejected.
4.
ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of receipt
will be issued by any application or remittance received.
G-10
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS
The procedures for Electronic Applications are set out on the ATM screens (in the case of ATM Electronic
Applications) and in the case of Internet Electronic Applications on the IB website screens of the relevant
Participating Banks and the website screen of DBS Vickers Online (the “Steps”). Currently, DBS Bank and
UOB Group are the only Participating Banks through which the Internet Electronic Applications through
the IB websites may be made.
For illustration purposes, the procedures for Electronic Applications through ATMs, the IB website of DBS
Bank and the website of DBS Vickers Online are set out in the paragraphs “Steps for ATM Electronic
Applications for Offer Shares through ATMs of DBS Bank (including POSB ATMs)” and the “Steps
for Internet Electronic Applications for Offer Shares through the IB website of DBS Bank” and the
“Steps for Internet Electronic Applications for Placement Shares through the website of DBS
Vickers Online” appearing on pages G-16 to G-20 of this Prospectus.
Please read carefully the terms of this Prospectus, the Steps and the terms and conditions for Electronic
Applications set out below before making an Electronic Application. Any reference to “you” or the
“Applicant” in the “Additional Terms and Conditions for Electronic Applications”, and the Steps shall refer
to you making an application for Offer Shares through an ATM or the IB website of a relevant Participating
Bank, or an application for Internet Placement Shares through the website of DBS Vickers Online.
The Steps set out the actions that you must take at ATMs or the IB website of DBS Bank or the website
of DBS Vickers Online to complete an Electronic Application. The actions that you must take at the ATMs
or the IB websites of the other Participating Banks are set out on the ATM screens or the IB website
screens of the relevant Participating Banks.
You must have an existing bank account with and be an ATM cardholder of the relevant Participating
Banks before you can make an Electronic Application at the ATMs of the relevant Participating Banks. An
ATM card issued by one Participating Bank cannot be used to apply for the Offer Shares at an ATM
belonging to other Participating Banks. Upon the completion of your ATM Electronic Application
transaction, you will receive an ATM transaction slip (“Transaction Record”), confirming the details of your
ATM Electronic Application. The Transaction Record is for your retention and should not be submitted with
any printed Application Form.
You must ensure that you enter your own Securities Account Number when using the ATM card
issued to you in your own name. If you fail to use your own ATM card or do not key in your own
Securities Account number, your application will be rejected. If you operate a joint bank account
with any of the Participating Banks, you must ensure that you enter your own Securities Account
number when using the ATM card issued to you in your own name. Using your own Securities
Account number with an ATM card which is not issued to you in your own name will render your
Electronic Application liable to be rejected.
For an Internet Electronic Application, you must have a bank account with and/or a User Identification
(“User ID”) and a Personal Identification Number (“PIN”) given by the relevant participating Banks or DBS
Vickers Online, in the case of you applying for Internet Placement Shares through the website of DBS
Vickers Online. Upon completion of your Internet Electronic Application through the IB website of DBS,
there will be an on-screen confirmation (“Confirmation Screen”) of the application which can be printed
out by you for your record. This printed record of the Confirmation Screen is for your retention and should
not be submitted with any printed Application Form.
If you are making an Internet Electronic Application, you must ensure that the mailing address of your
account selected for the application is in Singapore and you must declare that the application is being
made in Singapore. Otherwise, your application is liable to be rejected. In this connection, you will be
asked to declare that you are in Singapore at the time when you make the application.
G-11
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


Your Electronic Application shall be made on the terms and subject to the conditions of this
Prospectus, including but not limited to, the terms and conditions appearing below and those set
out under the section on “TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND
ACCEPTANCE” on pages G-1 to G-20 of this Prospectus, as well as the Memorandum and Articles
of Association of our Company.
1.
In connection with your Electronic Application for the Offer Shares or Placement Shares in the case
of you applying for Internet Placement Shares through the website of DBS Vickers Online, you are
required to confirm statements to the following effect in the course of activating the Electronic
Application:
(a)
that you have received a copy of this Prospectus (in the case of ATM Electronic
Applications only) and have read, understood and agreed to all the terms and
conditions of application for the Offer Shares or Internet Placement Shares and this
Prospectus prior to effecting the Electronic Application and agree to be bound by the
same;
(b)
that you consent to the disclosure of your name, NRIC/passport number, address,
nationality, permanent resident status, CDP Securities Account number, and share
application amount (the “Relevant Particulars”) from your account with the relevant
Participating Bank or DBS Vickers Online, as the case may be, to our Share Registrar,
SGX-ST, CDP, SCCS, our Company, the Manager, the Underwriter and the Placement
Agent (the “Relevant Parties”); and
(c)
that this is your only application for the Offer Shares or Placement Shares (other than
Reserved Shares), as the case may be, and it is made in your name and at your own
risk.
Your application will not be successfully completed and cannot be recorded as a completed
transaction unless you press the “Enter” or “OK” or “Confirm” or “Yes” or any other relevant key in
the ATM or click “ Confirm” or “OK” or “Submit” or “Continue” or “Yes” or any other relevant button
on the Internet screen. By doing so, you shall be treated as signifying your confirmation of each of
the above three statements. In respect of statement 1(b) above, your confirmation, by pressing the
“Enter” or “OK” or “Confirm” or “Yes” or any other relevant key or by clicking “Confirm” or “OK” or
“Submit” or “Continue” or “Yes” or any other relevant button, shall signify and shall be treated as
your written permission, given in accordance with the relevant laws of Singapore, including Section
47(2) of the Banking Act (Chapter 19) of Singapore, to the disclosure by that Participating Bank or
DBS Vickers Online, as the case may be, of the Relevant Particulars of your account(s) with that
Participating Bank or DBS Vickers Online to the Relevant Parties.
2.
BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT APPLYING
FOR OFFER SHARES AS NOMINEE OF ANY OTHER PERSON AND THAT ANY ELECTRONIC
APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU AS BENEFICIAL
OWNER.
YOUR SHALL MAKE ONLY ONE ELECTRONIC APPLICATION FOR OFFER SHARES AND
SHALL NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES, WHETHER AT THE
ATMS OF ANY PARTICIPATING BANK OR THE IB WEBSITES OF ANY RELEVANT
PARTICIPATING BANK OR THE WEBSITE OF DBS VICKERS ONLINE, AS THE CASE MAY BE,
ON THE APPLICATION FORMS. IF YOU HAVE MADE AN APPLICATION FOR OFFER SHARES
ON AN APPLICATION FORM, YOU SHALL NOT MAKE AN ELECTRONIC APPLICATION FOR
OFFER SHARES AND VICE VERSA.
G-12
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


3.
You must have sufficient funds in your bank account with your Participating Bank at the time you
make your Electronic Application at the ATM or IB website of the relevant Participating Bank, failing
which such Electronic Application will not be completed. Any Electronic Application made at the
ATM or IB website of the relevant Participating Bank which does not conform strictly to the
instructions set out in this Prospectus or on the screens of the ATM or IB website of the relevant
Participating Bank through which your Electronic Application is being made shall be rejected.
For Offer Shares, you may make an ATM Electronic Application at the ATM of any
Participating Bank or an Internet Electronic Application at the IB websites of the relevant
Participating Banks, using only cash by authorising such Participating Bank to deduct the
full amount payable from your account with such Participating Bank. If you make an
application to subscribe for Internet Placement Shares through the website of DBS Vickers
Online, you must have sufficient funds in your nominated automatic payment account with
an automatic payment facility (direct debit/credit authorisation or “GIRO”) with DBS Vickers
Online. Your application will be rejected if there are insufficient funds in your account for
DBS Vickers Online to deduct the full amount payable from your account for your
application.
4.
You irrevocably agree and undertake to subscribe for and to accept the number of Offer Shares or
Placement Shares, as the case may be, applied for as stated on the Transaction Record or the
Confirmation Screen or any lesser number of such Offer Shares or Placement Shares that may be
allotted and/or allocated to you in respect of your Electronic Application. In the event that our
Company decides to allot and/or allocate any lesser number of such Offer Shares or Placement
Shares or not to allot any Offer Shares or Placement Shares to you, you agree to accept such
decision as final. If your Electronic Application is successful, your confirmation (by your action of
pressing the “Enter” or “OK” or “Confirm” or “Yes” or any other relevant key on the ATM or clicking
“Confirm” or “OK” or “Submit” or “Continue” or “Yes” or any other relevant button on the Internet
screen) of the number of Offer Shares or Placement Shares applied for shall signify and shall be
treated as your acceptance of the number of Offer Shares or Placement Shares that may be
allotted and/or allocated to you and your agreement to be bound by the Memorandum and Articles
of Association of our Company. You also irrevocably authorise CDP to complete and sign on your
behalf as tranferee or renouncee any instrument of transfer and/or other documents required for
the issue or transfer of the New Shares that may be alloted to you.
5.
We will not keep any application in reserve. Where your Electronic Application is unsuccessful, the
full amount of the application monies will be refunded (without interest or any share of revenue or
other benefit arising therefrom) to you by being automatically credited to your account with your
Participating Bank or if you have applied for the Internet Placement Shares through DBS Vickers
Online, by ordinary post or such other means as DBS Vickers Online may agree with you, at your
own risk, within 24 hours of the balloting provided that the remittance in respect of such application
which has not been presented for payment or other processes has been honoured and the
application monies have been received in the designated share issue account. Trading on a “when-
issued” basis, if applicable, is expected to commence after such refund has been made.
Where your Electronic 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 being automatically
credited to your account with your Participating Bank or if you have applied for the Internet
Placement Shares through DBS Vickers Online, by ordinary post or such other means as
DBS Vickers Online may agree with you, at your own risk, within 14 Market Days after the
close of the Application List provided that the remittance in respect of 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.
G-13
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


Responsibility for timely refund of application monies from unsuccessful or partially successful
Electronic Applications lies solely with the respective Participating Banks and with DBS Vickers
Online (as the case may be). Therefore, you are strongly advised to consult your Participating Bank
or DBS Vickers Online as to the status of your Electronic Application and/or the refund of any
money to you from unsuccessful or partially successful Electronic Application, to determine the
exact number of Shares allotted and/or allocated to you before trading the Shares on the SGX-ST.
None of the SGX-ST, the CDP
, the SCCS, the Participating Banks, DBS Vickers Online, our
Company, the Manager, the Underwriter and the Placement Agent assume any responsibility for
any loss that may be incurred as a result of you having to cover any net sell positions or from buy-
in procedures activated by the SGX-ST.
If your Electronic Application is unsuccessful, no notification will be sent by the relevant
Participating Bank or DBS Vickers Online.
It is expected that successful applicants who applied for Internet Placement Shares through the
website of DBS Vickers Online will be notified of the results of their application through the website
of DBS Vickers Online no later than the evening of the day immediately prior to the commencement
of trading of the Shares on the SGX-ST.
6.
Applicants who make ATM Electronic Applications for Offer Shares through the ATMs of the
following banks may check the provisional results of their ATM Electronic Applications as follows:
Bank
Telephone
Other Channels
Operating Hours
Service
expected from
DBS Bank
1800-339 6666
Internet Banking
24 hours a day
Evening of the
(for POSB account holders)
www.dbs.com(1)
balloting day
1800-111 1111
(for DBS account holders)
OCBC
1800-363 3333
ATM/ Internet Banking/
24 hours a day
Evening of the
Phonebanking (2)
balloting day
UOB Group
1800-222 2121
ATM (Other Transactions
24 hours a day
Evening of the
“IPO Enquiry”)
balloting day
www.uobgroup.com (1) (3)
Notes:
(1)
If you have made your Internet Electronic Application through the IB websites of DBS Bank or UOB Group, you may
check the results of your application through the same channels listed in the table above in relation to ATM Electronic
Application made at the ATMs of DBS Bank or UOB Group.
(2)
If you have made your Internet Electronic Application through the ATM of the OCBC Bank, you may check the results
of your application through OCBC ATMs, OCBC Personal Internet Banking or OCBC Phone banking services.
(3)
If you have made your Electronic Application through the ATM or the IB website of the UOB Group, you may check
the results of your application through UOB Personal Internet Banking, UOB ATMs or UOB Phone Banking services.
7.
ATM Electronic Applications shall close at, and Internet Electronic Application and Internet
Placement Application must be received by, 12:00 noon on 15 August 2007, or such other
time and date as our Directors may, in consultation with the Manager decide. Subject to
paragraph 9 below, all Internet Electronic Applications and Internet Placement Applications are
deemed to be received when they enter the designated information system of the relevant
Participating Bank or DBS Vickers Online, as the case may be.
G-14
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


8.
You are deemed to have irrevocably requested and authorised our Company to:
(a)
register the Offer Shares or Placement Shares, as the case may be, allotted and/or allocated
to you in the name of CDP for deposit into your Securities Account;
(b)
send the relevant Share certificate(s) to CDP;
(c)
return or refund (without interest or any share of revenue earned or other benefit arising
therefrom) the application monies, should your Electronic Application be unsuccessful, by
automatically crediting your bank account with your Participating Bank or if you have applied
for the Internet Placement Shares through DBS Vickers Online, by ordinary post or such
other means as DBS Vickers Online may agree with you, at your risk, within 24 hours of the
balloting PROVIDED THAT the remittance in respect of such application which has been
presented for payment or such other proccess has been honoured and application monies
received in the designated share issue account; and
(d)
return or refund (without interest or any share of revenue or other benefit arising therefrom)
the balance of the application monies, should your Electronic Application be accepted in part
only, by automatically crediting your bank account with your Participating Bank or if you have
applied for the Internet Placement Shares through DBS Vickers Online, by ordinary post or
such other means as DBS Vickers Online may agree with you, at your risk, within 14 Market
Days after the close of the Application List PROVIDED THAT the remittance in respect of
such application which has been presented for payment or such other proccess has been
honoured and application monies received in the designated share issue account.
9.
You irrevocably agree and acknowledge that your Electronic Application is subject to risks of
electrical, electronic, technical and computer-related faults and breakdown, fires, acts of God and
other events beyond the control of the Participating Banks, DBS Vickers Online, our Company, the
Manager, Underwriter and Placement Agent, and in any such event our Company, the Manager,
DBS Vickers Online and/or the relevant Participating Bank do not receive your Electronic
Application, or data relating to your Electronic Application or the tape or any other devices
containing such data is lost, corrupted or not otherwise accessible, whether wholly or partially for
whatever reason, you shall be deemed not to have made an Electronic Application and you shall
have no claim whatsoever against our Company, the Manager, Underwriter and Placement Agent,
DBS Vickers Online and/or the relevant Participating Bank for the Offer Shares or Placement
Shares, as the case may be, applied for or for any compensation, loss or damage.
10.
We do not recognise the existence of a trust. Any Electronic Application by a trustee must be made
in his own name and without qualification. Our Company will reject any application by any person
acting as nominee (other than approved nominee companies).
11.
All your particulars in the records of your Participating Bank or DBS Vickers Online at the time you
make your Electronic Application shall be deemed to be true and correct and your Participating
Bank, DBS Vickers Online and any other Relevant Parties shall be entitled to rely on the accuracy
thereof. If there has been any change in your particulars after making your Electronic Application,
you shall promptly notify your Participating Bank or DBS Vickers Online (as the case may be).
12.
You should ensure that your personal particulars as recorded by both CDP and the relevant
Participating Bank or DBS Vickers Online (as the case may be) are correct and identical,
otherwise, your Electronic Application is liable to be rejected. You should promptly inform CDP
of any change in address, failing which the notification letter on successful allotment will be sent to
your address last registered with CDP
.
G-15
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


13.
By making and completing an Electronic Application, you are deemed to have agreed that:
(a)
in consideration of our Company making available the Electronic Application facility, through
the Participating Banks and DBS Vickers Online acting as agents of our Company, at the
ATMs and the IB websites of the relevant Participating Banks (if any) and at the website of
DBS Vickers Online:
(i)
your Electronic Application is irrevocable; and
(ii)
your Electronic Application, the acceptance by our Company and the contract resulting
therefrom under the Invitation shall be governed by and construed in accordance with
the laws of Singapore and you irrevocably submit to the non-exclusive jurisdiction of
the Singapore courts;
(b)
none of our Company, the Manager, Underwriter and Placement Agent, the Participating
Banks or DBS Vickers Online shall be liable for any delays, failures or inaccuracies in the
recording, storage or in the transmission or delivery of data relating to your Electronic
Application to our Company or CDP due to breakdowns or failure of transmission, delivery or
communication facilities or any risks referred to in paragraph 9 above or to any cause
beyond their respective controls;
(c)
in respect of the Offer Shares or the Placement Shares, as the case may be, for which your
Electronic Application has been successfully completed and not rejected, acceptance of your
Electronic Application shall be constituted by written notification by or on behalf of our
Company and not otherwise, notwithstanding any payment received by or on behalf of our
Company;
(d)
you will not be entitled to exercise any remedy for rescission for misrepresentation at any
time after acceptance of your application; and
(e)
reliance is placed solely on information contained in this Prospectus and that none of our
Company, the Manager, Underwriter and Placement Agent nor any other person involved in
the Invitation shall have any liability for any information not so contained.
Steps for ATM Electronic Applications for Offer Shares through ATMs of DBS Bank (Including
POSB ATMs)
Instructions for ATM Electronic Applications will appear on the ATM screens of the Participating Banks.
For illustration purposes, the steps for making an ATM Electronic Application through a DBS Bank ATM
(including POSB ATM) are shown below. Certain words appearing on the screen are in abbreviated form
(“A/c”, “amt”, “appln”, “&”, “I/C”, “SGX” and “No.” refer to “Account”, “amount”, “application”, “and”, “NRIC”,
“SGX-ST” and “Number” respectively. Instructions for ATM Electronic Applications on the ATM screens of
Participating Banks (other than DBS Bank (including POSB ATMs)), may differ slightly from those
represented below.
Step
1.
Insert your personal DBS Bank or POSB ATM Card
2.
Enter your Personal Identification Number
3.
Select “CASHCARD & MORE SERVICES”
4.
Select “LANGUAGE” (FOR CUSTOMERS USING MULTI-LANGUAGE CARD)
5.
Select “ESA-IPO SHARE/INVESTMENTS”
6.
Select “ELECTRONIC SECURITY APPLICATION (IPOS/BOND/ST-NOTES)”
G-16
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


7.
Read and understand the following statements which will appear on the screen:

THE OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE IN, OR
ACCOMPANIED BY, A COPY OF THE PROSPECTUS/DOCUMENT OR PROFILE
STATEMENT (AND IF APPLICABLE, A COPY OF THE REPLACEMENT OR
SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT) WHICH CAN
BE OBTAINED FROM ANY DBS/POSB BRANCH IN SINGAPORE AND, WHERE
APPLICABLE, THE VARIOUS PARTICIPATING BANKS DURING BANKING HOURS,
SUBJECT TO AVAILABILITY.

IN 
THE 
CASE 
OF 
SECURITIES 
OFFERING 
THAT 
IS 
SUBJECT 
TO 
A
PROSPECTUS/OFFER INFORMATION STATEMENT/DOCUMENT REGISTERED WITH
THE AUTHORITY, ANYONE WISHING TO ACQUIRE THESE SECURITIES (OR UNITS OF
SECURITIES) SHOULD READ THE PROSPECTUS/DOCUMENT OR PROFILE
STATEMENT (AS SUPPLEMENTED OR REPLACED, IF APPLICABLE) BEFORE
SUBMITTING HIS APPLICATION WHICH WILL NEED TO BE MADE IN THE MANNER SET
OUT 
IN 
THE 
PROSPECTUS/DOCUMENT 
OR 
PROFILE 
STATEMENT 
(AS
SUPPLEMENTED 
OR 
REPLACED, 
IF 
APPLICABLE).
A 
COPY 
OF 
THE
PROSPECTUS/DOCUMENT OR PROFILE STATEMENT, AND IF APPLICABLE, A COPY
OF THE REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR
PROFILE STATEMENT HAS BEEN LODGED WITH AND REGISTERED BY THE
MONETARY AUTHORITY OF SINGAPORE WHO ASSUMES NO RESPONSIBILITY FOR
ITS OR THEIR CONTENTS.

PRESS THE “ENTER” KEY TO CONFIRM THAT YOU HAVE READ AND UNDERSTOOD.
8.
Select “UNIASIA” to display details
9.
PRESS THE “ENTER” KEY TO ACKNOWLEDGE:

YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL TERMS OF THE APPLICATION
AND PROSPECTUS/DOCUMENT OR PROFILE STATEMENT, AND IF APPLICABLE, THE
REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE
STATEMENT.

YOU CONSENT TO DISCLOSE YOUR NAME, NRIC/PASSPORT NO., ADDRESS,
NATIONALITY, CDP SECURITIES A/C NO., CPF INVESTMENT A/C NO. AND SECURITY
APPLICATION AMOUNT FROM YOUR BANK A/C(S) TO SHARE AND SHARE APPLN
AMOUNT FROM YOUR BANK A/C(S) TO SHARE REGISTRARS, SGX, SCCS, CDP
, CPF
AND THE ISSUER/VENDOR(S).

FOR FIXED AND MAX PRICE SECURITY APPLICATION, THIS IS YOUR ONLY
APPLICATION AND IT IS MADE IN YOUR OWN NAME AND AT YOUR OWN RISK.

THE MAXIMUM PRICE FOR EACH SHARE IS PAYABLE IN FULL ON APPLICATION AND
SUBJECT TO REFUND IF THE FINAL PRICE IS LOWER.

FOR TENDER SECURITY APPLICATIONS, THIS IS YOUR ONLY APPLICATION AT THE
SELECTED TENDER PRICE AND IS MADE IN YOUR OWN NAME AND AT YOUR OWN
RISK.

YOU ARE NOT A US PERSON AS REFERRED TO IN THE PROSPECTUS/DOCUMENT
OR PROFILE STATEMENT AND IF APPLICABLE, THE REPLACEMENT OR
SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT.
G-17
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE



THERE MAY BE A LIMIT ON THE MAXIMUM NUMBER OF SECURITIES THAT YOU CAN
APPLY FOR SUBJECT TO AVAILABILITY, YOU MAY BE ALLOCATED A SMALLER
NUMBER OF SECURITIES THAN YOU APPLIED FOR OR (IN THE CASE OF AN EARLIER
CLOSURE UPON FULL SUBSCRIPTION) YOUR APPLICATION MAY BE REJECTED IF
ALL THE AVAILABLE SECURITIES HAVE BEEN FULLY ALLOCATED TO EARLIER
APPLICANTS.
10.
Select your nationality
11.
Select the payment method (i.e. by cash, CPF Funds, or a combination of cash and CPF Funds)
12.
Select the DBS Bank account (AutoSave/Current/Savings/Savings Plus) or the POSB account
(current/ savings) from which to debit your application monies
13.
Enter the number of securities you wish to apply for using cash
14.
Enter your own 12-digit CDP Securities Account number (Note: This step will be omitted
automatically if your CDP Securities Account number has already been stored in the Bank’s
records)
15.
Check the details of your share application, your NRIC/passport number and CDP Securities
Account number and number of securities on the screen and press the “ENTER” key to confirm
application
16.
Remove the Transaction Record for your reference and retention only
Steps for Internet Electronic Application for Offer Shares through the IB website of DBS Bank
For illustrative purposes, the steps for making an Internet Electronic Application through the DBS Bank IB
website is shown below. Certain words appearing on the screen are in abbreviated form (“A/c”, “amt”, “&”,
“I/C”, “SGX” and “No.” refer to “Account”, “amount”, “and”, “NRIC”, “SGX-ST” and “Number” respectively)
Step
1.
Click on to DBS Bank website at www.dbs.com
2.
Login to Internet banking
3.
Enter your User ID and PIN
4.
Select “Electronic Security Application (ESA)”
5.
Click “Yes” to proceed and to warrant that you have observed and complied with all applicable laws
and regulations
6.
Select your country of residence and click “I confirm”
7.
Click on “UNIASIA” and click the “Submit” button
8.
Click “Confirm” to confirm:
(a)
You have read, understood and agreed to all terms of application and the
Prospectus/Document or Profile Statement and if applicable, the Supplementary or
Replacement Prospectus/ Document or Profile Statement
G-18
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


(b)
You consent to disclose your name, I/C or Passport number, address, nationality, CDP
Securities Account number., CPF Investment account number (if applicable) and
securities application amount from your DBS/POSB Account(s) to Share Registrars,
SGX, SCCS, CDP, CPF Board and issuer/vendor(s)
(c)
You are not a US Person (as such term is defined in Regulation S under the US
Securities Act of 1933, as amended)
(d)
You understand that the securities mentioned herein have not been and will not be
registered under the U.S. Securities Act of 1933 as amended (the “U.S. Securities Act”)
or the securities laws of any State of the United States and may not be offered or sold
in the United States or to, or for the account or benefit of any “U.S. person” (as
defined in Regulation S under the U.S. Securities Act) except pursuant to an
exemption from or in a transaction subject to, the registration requirements of the U.S.
Securities Act and applicable State security laws. There will be no public offer of the
securities mentioned herein in the United States. Any failure to comply with this
restriction may constitute a violation of the United States securities laws
(e)
This application is made in your own name and at your own risk
(f)
For FIXED/MAX price securities application, this is your only application. For TENDER
price securities application, this is your only application at the selected tender price
9.
Fill in details for share application and click “Submit”
10.
Check the details of your share application, your I/C/passport No. and click “OK” to confirm your
application
11.
Print Confirmation Screen (optional) for your reference & retention only
Steps for Internet Electronic Application for Placement Shares through the website of DBS Vickers
Online
For illustrative purposes, the steps for making an application through the website of DBS Vickers Online is
shown below:
Step
1.
Access the website at www.dbsvonline.com
2.
Login with user ID and password
3.
Click on IPO Centre hyperlink to go to the IPO Section 
4.
Click on the IPO issue hyperlink
5.
Click “Yes” to represent, warrant and confirm, inter alia, that you are in Singapore, you have
observed and complied with all applicable laws and regulations, you have a mailing address in
Singapore, you have read, understood and agreed to the “APPLICATION TERMS AND
CONDITIONS” and the “GENERAL TERMS AND DISCLAIMERS” and you are not a U.S. person
(as such term is defined in Regulation S under the US Securities Act of 1933, as amended)
6.
Confirm the IPO applying for and its details by clicking on the “Next” button
G-19
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE


7.
Click “Yes, I have read the above terms and conditions and wish to subscribe” and click “Submit” to
confirm, inter alia:
(a)
You have read, understood and agreed to the terms and conditions set out in the
Prospectus/Document or Profile Statement including the notes and instructions for the
completion of this Application Form and that this application has been made in accordance
with the Prospectus/Document or Profile Statement including such notes and instructions.
(b)
You have read and understood the disclaimers.
(c)
You have read, understood and agreed to the “APPLICATION TERMS AND CONDITIONS”
and the “GENERAL TERMS AND DISCLAIMERS”.
(d)
You consent to the disclosure of your name, NRIC or passport number, address, nationality
and permanent resident status, CDP Securities Account number, CPF Investment Account
number (as applicable) and share application amount from your account with DBS Vickers
Online to the Share Registrar, SCCS, SGX-ST, CDP
, CPF (if applicable), Issuer and the
Issue Manager.
(e)
This application is your only application for the Shares and it is made in your own name and
at your own risk.
(f)
This application is made in Singapore.
(g)
You understand that these are not deposits or other obligations of or guaranteed or insured
by DBS Vickers Online and are subject to investment risks, including the possible loss of the
principal amount invested.
(h)
You declare that (i) you are not under 21 years of age, (ii) you are not a corporation, sole-
proprietorship, partnership or any other business entity, (iii) you are not an undisclosed
bankrupt, (iv) you are in Singapore, (v) you have a mailing address in Singapore and (vi) you
are not a US person (within the meaning of Regulation S under the US Securities Act of
1933, as amended).
8.
Fill in amount of share applied for and preferred payment mode, then click “Submit”
9.
Check and verify details of your share application and your personal particulars on the screen
10.
Enter your password and click “Submit” to continue
11.
Click on “Application Status” to check your IPO application details
12.
Print page for your reference and retention only
G-20
APPENDIX G – TERMS, CONDITIONS AND PROCEDURES FOR
APPLICATION AND ACCEPTANCE




UNI-ASIA FINANCE CORPORATION
SUITE A, 26TH FLOOR
ADMIRALTY CENTRE TOWER I
18 HARCOURT ROAD
HONG KONG

difficulty

hard

domain

Single-Document QA

length

long

question

According to the report, which of the following statements about the UNI-ASIA finance corporation is true?

sub domain

Financial

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Source and history

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Official source

initial import