Annual Report 2023

Annual Report 2023

1. Corporate Profile

2. Joint Message by Executive Chairman and Executive Director & CEO

3. Financial Review 05 Board of Directors 07 Management Team

1. Group Structure

2. Corporate Information

Vision

To create a better future for our communities and higher returns for our stakeholders by embodying the spirit of enduring innovation and entrepreneurship in our core business pillars.

愿景

以不断创新的精神、引领潮流。以最用心的 态度创造优秀产品，为社会创造价值。

Mission

Dedicated in fostering the holistic development of our core business pillars by creating a dynamic, positive, results-driven work environment focused on the investment and development of long-term collaborative partnerships based on professional ethics and

mutual trust.

使命

致力于通过创造一个充满活力、积极、目标 明确的全 方位工作环境。以诚信为基础，与长期合作者进行投 资和发展，促进核心业务的整体。

About Us

CORPORATE

PROFILE

Recognising the need to create business resiliency and the importance of scale to create new value propositions, the Group's business model is to integrate traditional businesses with omnichannel strategies and digital solutions (such as "new-retail" solutions, last mile logistics, immersive virtual reality technology, enterprise intelligent connectivity) to harness new growth opportunities in the digital economy.

The Group has established a strong business platform to create new value propositions within its 3 core business pillars:

1. Integrated media-related businesses with management operation rights;

2. Property development and property management activities; and

3. Cultural tourism with "new retail" business concept.

The Group is backed by the key management team of The Place Investment Group, a multi-billion People's Republic of China ("PRC") conglomerate that has a strong track record for its extensive business portfolio in tourism, media, property management, biomedical technology investments and international trade.

Embolden with a new business approach and forwardlooking corporate culture, The Place Holdings is continually and actively pursuing potential investment, collaboration and expansion projects as well as business opportunities to boost growth and enhance shareholder value.

For additional information, please visit https://www.theplaceholdings.com

JOINT MESSAGE BY BY EXECUTIVE CHAIRMAN AND EXECUTIVE DIRECTOR & CEO

Dear Shareholders,

On behalf of the Board of Directors, we are pleased to present the Annual Report of The Place Holdings Limited ("The Place" or "The Company", and together with its subsidiaries, "the Group") for the financial year ended 31 December 2023 ("FY2023").

Reflecting back on FY2023, we are now in the post-pandemic phase where the global landscape continues to evolve rapidly. Despite the challenges and uncertainties, we have persevered and adapted to the changing circumstances, demonstrating resilience and agility in navigating through uncertain times.

As such, there are encouraging results from our efforts to unlock the value of the Group's property projects in Singapore that have enhanced our financial liquidity and contributed positively to our performance.

For FY2023, the Group staged a turnaround with a net profit attributable to equity holders of the Company amounting to S$2.96 million in FY2023.

The Group's cash and cash equivalents increased significantly to approximately S$16.93 million as at 31 December 2023 as compared to S$6.41 million as 31 December 2022. And the Group's net asset value per share (after adjusting for non-controlling interests) stood at S$1.36 cents as at 31 December 2023.

On Stronger Foundation

For FY2023, the Group's revenue increased 187% to approximately S$2.21 million, which was solely contributed by our integrated media-related business unit. Notably, the revenue of our integrated media-related business unit in FY2023 has recovered back to pre-COVID levels.

On the property business front, the Group has 3 on-going development projects, namely Sceneca Residence located at 26 Tanah Merah Kechil, redevelopment of Realty Centre in Singapore and Mount Yuntai Project located at Henan Province, PRC.

For Sceneca Residence, it is a mixed development project linked to Tanah Merah MRT interchange, comprising 268 residential units and 19 strata-titled commercial units. This project has been well-received in the market and it is currently under construction. The Group has invested in a 20% equity stake in this property project.

The Group's other property development project in Singapore is a freehold mixed development property located at Tanjong Pagar. Following the approval of the new shares issuance by New Vision Holding Pte. Ltd. ("New Vision"), which is the investee company for this property, the Group will retain a 10.2% stake in New Vision. Located at 15 Enggor Street in the

CBD area, this freehold mixed development property has a land size of approximately 11,000 square feet.

Separately, the development of the Group's Mount Yuntai Project is planned to be paced along with the recovery of China's property market, and the Group will continue to explore opportunities to unlock value of this project.

Collaboration with SMRT's Business Arm, Stellar Lifestyle, to Develop "L.I.F.E" OmniChannel Ecosystem in Singapore

Recognising the growing trends in the consumer and digital economy, the Group has been exploring undertaking initiatives to integrate traditional businesses with omnichannel strategies and digital solutions (such as immersive virtual reality technology, "new-retail" solutions, last mile logistics, enterprise intelligent connectivity).

In FY2023, the Group and Stellar Lifestyle entered into a joint venture and shareholders' agreement to carry out the business activities of "L.I.F.E." Omnichannel Ecosystem, which will comprise a smart digital ecosystem with a best in class Application ("App") to integrate various businesses, products and services from upstream to downstream offerings to create online to offline ecosystem in Singapore and other territories that both parties may agree, including integrating with a digital sky screen to be constructed and commissioned by the Group.

Acknowledgements

The Group has made good progress during FY2023, and as such, we would like to acknowledge the efforts and commitment of our team, as well as our network of business associates, partners and financiers who have trusted us and provided continued support.

Additionally, we would like to convey our sincere gratitude and appreciation towards our fellow directors, who were instrumental in guiding us with their insights and providing the benefit of their counsel.

Last but not least, our utmost thanks to you, our shareholders, for your faith and support in our vision.

Thank You!

MR JI ZENGHE

Executive Chairman

&

MR FAN XIANYONG

Executive Director & CEO

FINANCIAL

REVIEW

Under the leadership of the Company's Executive Chairman, Mr Ji Zenghe (吉增和) and Executive Director and Chief Executive Officer, Mr Fan Xianyong (樊献 勇), the management team has strategically shaped the Group's business model with a new focus on integrating traditional businesses with omni-channel strategies and digital solutions (such as immersive virtual reality technology, "new-retail" solutions, last mile logistics, enterprise intelligent connectivity) to harness new growth opportunities in the digital economy.

Currently, the Group has 3 core business pillars as follows:

1. Property development and property management activities

2. Cultural tourism with "new retail" business concept

3. Integrated media-related businesses with management & operation rights

FINANCIAL REVIEW FOR FY2023

Revenue

While the Group has a business model of 3 core business pillars, the Group's revenue was solely contributed by our integrated media-related business unit which which improved to pre COVID-19 level (2019).

For FY2023 the Group recognised revenue of approximately S$2.21 million (FY2022: S$0.77 million), which was largely contributed through the provision of management services.

Gross Profit Margin

As management services revenue accounted for majority of the Group's revenue in FY2023, the Group posted gross profit margin of 95.4% (FY2022: 94.9%). Management services revenue typically commands a higher gross profit margin than events management revenue.

Other Income

The Group recorded a net other income of approximately S$7.20 million in FY2023 (FY2022: S$1.03million), which is mainly attributable to interest income of approximately S$1.01 million (FY2022: S$0.96 million).

The other main component is due to an one-off gain on dilution of control due to the cessation of New Vision as a subsidiary and being classified as an investment in an associate. Based on the accounting treatment FRS 110 and after evaluating the fair value of consideration, the Group has established the value of the investment in an associate and the loan to an associate.

Administrative Expenses

The Group incurred higher administrative expenses of approximately S$4.65 million in FY2023 (FY2022: S$4.43 million) due to higher depreciation of right-of-use assets of approximately S$1.05m (FY2022: 0.72 million).

Other Expenses

In May 2022, the board of directors resolved to divest one of the Group's local development projects and negotiations with several interested parties have subsequently taken place. Due to global uncertainties and increasing interest rates, the proceeds of the divestment are expected to be lower than the carrying amount of the related net assets of the subsidiary and accordingly impairment loss of approximately S$5.78 million has been recognized on the classification of this Disposal Group as held for sale.

Impairment on Financial Asset

For FY2022, the Group recognised an impairment of approximately S$1.89 million for a loan to a third party. For FY2023, the Group recognised the reversal of the same impairment loss as the loan to the third party was full settled.

Finance Expenses

As one of the Goup's local development projects has been earmarked for divestment, its related construction progress was halted and accordingly, the related bank interest expense is no longer allowed to be capitalised under development properties since July 2022. As such, the Group's finance costs were approximately S$3.65 million in FY2022. For FY2023, finance expenses increased

continuted on next page

FINANCIAL REVIEW

to approximately S$7.56 million until September 2023 where New Vision completed the shares subscription agreement ("SSA") with Hsteel Pte Ltd which included a shareholder's loan from Hsteel Pte Ltd to settle the bank loan under New Vision.

Profit attributable to equity holders

Overall, the Group recognised a loss of S$1.46 million (FY2022: S$14.60 million). However, the profit attributable to equity holders improved to S$2.96 million from a loss attributable to equity holders of S$12.46 million as at 31 December 2022..

REVIEW OF FINANCIAL POSITION AS AT 31 DECEMBER 2023

Total Assets

As at 31 December 2023, the Group's total assets stood at approximately S$98.98 million (31 December 2022: S$247.26 million). As at 31 December 2022, there were approximately S$181.88 million in assets of Disposal Group classified as held-for-sale. On 29 August 2023, the Company announced that New Vision had entered into a share subscription agreement ("SSA") for New Vision to issue 12,000,000 new ordinary shares (representing 80% of the issued share capital on an enlarged basis immediately following the issuance ("Issuance").) to Hsteel Pte. Ltd. ("Investor"), for an aggregate sum of S$12,000,000. Concurrent with the subscription, the Investor extended an interestfree shareholder's loan of S$128,000,000 to New Vision. As the issuance would have resulted in New Vision ceasing to be a subsidiary of the Company, the Company obtained a Waiver from Rule 805(2), such that the Company was not required to seek prior approval from the Company's shareholders for the issuance. After the completion of the Issuance that occurred on 29 September 2023, the Company has reclassified the prior financial investment activities in New Vision as an investment as an associate and loan to an associate.

Non-Current Assets

The Group's non-current assets increase to approximately S$25.97 million as at 31 December 2023 as compared to approximately S$22.11 million as at 31 December 2022. The increment was mainly due to the recognition of the investment in New Vision as an associate under equity-accounted investment and higher right-of-use assets of S$1.77 million (31 December 2022: S$0.42 million).

Current Assets

The Group's current assets stood at approximately S$73.01 million as at 31 December 2023 (31 December 2022: S$225.15 million). As at 31 December 2022, development properties of approximately S$178.02 million had been reclassified to assets of Disposal Group classified as heldfor- sale Likewise, bank loans and shareholders' loan from NCI had also been reclassified to liabilities directly associated with Disposal Group classified as held-for-sale.

Subsequent to the completion of the New Vision's SSA with Hsteel Pte Ltd, the Group has derecognised the assets of Disposal Group classified as held-for-sale.

Total Liabilities

As at 31 December 2023, the Group's total liabilities decreased to approximately S$7.83 million from approximately S$152.48 million as at 31 December 2022. Subsequent to the completion of the New Vision's SSA with Hsteel Pte Ltd, the Group has derecognised approximately S$140.79 million liabilities directly associated with Disposal Group classified as held-for-sale.

Non-Current Liabilities

The Group's non-current liabilities mainly comprise of lease liabilities and deferred tax liabilities of approximately S$0.82 million (31 December 2022: 0.15 million) and S$0.25 million (31 December 2022: S$0.25 million.

Current Liabilities

As at 31 December 2023, the Group's current liabilities of approximately S$6.77 million (31 December 2022: S$11.29 million) comprise mainly trade and other payables of S$5.01 million and lease liabilities of S$1.02 million (31 December 2022: S$0.29 million). Subsequent to the completion of the New Vision's SSA with Hsteel Pte Ltd, the Group has derecognised approximately S$140.79 million liabilities directly associated with Disposal Group classified as held-for-sale.

Total Equity

As at 31 December 2023, the Group's total equity stood at S$91.15 million as compared to approximately S$94.78 million as at 31 December 2022.

REVIEW OF CASH FLOW STATEMENT FOR FY2022

During FY2023, the Group used net cashflow of approximately S$7.75 million for operating activities, which was mainly due to administrative expenses and working capital changes.

In FY2023, there was a positive net cashflow of approximately S$19.93 million from the Group's investing activities, which is mainly due to repayment of the loan to an associate.

In FY2023, there are used net cashflow of S$5.51 million for the Group's financing activities, which is mainly due to the repayment of bank loan interests and lease liabilities.

Overall, the Group registered a net increase in cash and cash equivalents of approximately S$6.67 million to approximately S$16.93 million as at 31 December 2023.

BOARD OF DIRECTORS

Ji Zenghe

Executive Chairman

Mr Ji was appointed as Executive Chairman of the Board on 12 October 2016. Mr Ji was last re-elected as Director on 25 April 2023. Mr Ji is responsible for setting strategic directions, formulating corporate strategies and overall management of the Group's media businesses. Mr Ji has more than 20 years' experience in property and media industry.

Mr Ji's other current appointments include:

• Chairman, The Place Investment Group Co., Ltd

• Chairman, Beijing Aozhong Xingye Real Estate Development Co., Ltd

• Director, The Place Chuangshi (Beijing) Trading Co., Ltd

  Mr Ji holds a Bachelor of Political Economics from Capital Normal School and an EMBA from Cheung Kong Graduate School of Business.

  Fan Xianyong

  Executive Director and Chief Executive Officer

  Mr Fan was appointed as Executive Director of the Group on 12 October 2016 and was appointed as the Chief Executive Officer of the Group on 25 April 2018. Mr Fan was last re- elected as Director on 26 April 2022. Mr Fan is responsible for the overall management of the operations of the Group's companies. Mr Fan has more than 20 years' experience in property and media industry.

  Mr Fan's other current appointments include:

• Director, The Place Investment Group Co., Ltd

• Director, Beijing Aozhong Xingye Real Estate Development Co., Ltd

• Director, The Place Chuangshi (Beijing) Trading Co., Ltd

  Mr Fan holds a Bachelor of Engineering in Architecture from Zhengzhou University and an EMBA from Cheung Kong Graduate School of Business.

  Chng Hee Kok

  Lead Independent, Non-Executive Director

  Mr Chng was appointed as Independent Director of the Group on 1 February 2019, and was last re-elected as Director on 25 April 2023. His business experience and leadership positions spanned across Manufacturing, Property Development, Hotel Management, Trading, Entertainment and Food Beverage Industries. He was a Member of Parliament of Singapore from 1984 to 2001.

  Mr Chng's other current appointments include:

• Independent Director, SGX Mainboard Listed, Luxking Group Holdings Limited

• Independent Director, SGX Mainboard Listed, United Food Holdings Limited

• Independent Director, SGX Mainboard Listed, Full Apex (Holdings) Limited

• Director, Rational Pricing Technologies Pte Ltd

• Independent Director, SGX Mainboard Listed, Debao Property Development Limited

  Mr Chng's past appointments include:

• Chief Executive Officer, Chemical Industries (Far East) Ltd

• Independent Director, SGX Mainboard Listed, Ellipsiz Ltd

• Independent Director, SGX Mainboard Listed, Samudera Shipping Line Ltd

• Chief Executive Officer, SGX Listed, Yeo Hiap Seng Ltd

• Chief Executive Officer, SGX Listed, HG Metals Manufacturing Limited

• Executive Director and Managing Director, SGX Listed, LH Group Limited

• Chief Executive Officer, SGX Listed, Scotts Holdings Limited

• Chief Executive Officer, SGX Listed, Hartawan Holdings Limited

• Independent Director, SGX Mainboard Listed, KTL Global Limited

• Independent Director, SGX-Catalist Listed, Metech International Ltd

• Independent Director, SGX-Catalist Listed, Blackgold Natural Resources Limited

• Director, Public Utilities Board

• Director, Sentosa Development Corporation

• Director, Singapore Institute of Directors

Mr Chng graduated from the University of Singapore with a First-Class Honours degree in Mechanical Engineering and was awarded Institute of Engineers Singapore Gold Medal and Mobil Silver Medal. He also holds a Master of Business Administration degree from the National University of Singapore, and completed the Program for Executive Development at IMD Lausanne Switzerland.

BOARD OF DIRECTORS

Dr Yeo Guat Kwang

Independent Director, Non-Executive Director

Dr Yeo was first appointed as the Independent Director of the Group on 20 June 2022, and was last re-elected as Director on 25 April 2023. He is an Advisor of the National Trade Unions Congress (NTUC) of Singapore. He had been a member of the Parliament of Singapore from January 1997 to August 2015. He was also the President of the Consumers Association of Singapore from June 2003 to June 2012.

Dr Yeo's other current appointments include:

• Independent Director, SGX Mainboard Listed, Tianjin Pharmaceutical Da Ren Tang Group Corporation Limited.

  Dr Yeo's past appointments include:

• Independent Director, SGX Mainboard Listed, SIIC Environment Holdings Ltd.

• Independent Director, SGX-Catalist Listed, Koyo International Limited

• Independent Director, SGX Mainboard Listed, G.H.Y. Culture & Media Holding Co., Limited

  Dr Yeo obtained an Honours degree in Arts and Social Sciences from the National University of Singapore in 1986 and a master's degree in Public Administration and Management in Lee Kuan Yew School of Public Policy of the National University of Singapore in 2013. He was conferred Doctorate in Business Administration by United Business Institutes, Belgium in October 2016.

  Ng Fook Ai Victor

  Independent, Non-Executive Director

  Mr Ng was appointed as Independent Director of the Group on 31 January 2018, and was last re-elected on 25 April 2023. Victor has over 36 years of senior investment management experience including private equity fund management. He has also seed funded and established several ventures and startups with exits including initial public offerings (IPO), trade sales, and merger and acquisition (M&A).

  Mr Ng's other current appointments include:

• Chairman, SGX-Catalist Listed, Healthbank Holdings Ltd

• Chairman, SGX-Catalist listed, Quantum Healthcare Limited.

• Independent Director, SGX Mainboard Listed, Soilbuild Construction Group Ltd.

• Independent Director, HKEX Mainboard Listed, Sunshine 100 China Holdings Ltd.

  Mr Ng's past appointments include:

• Independent Director, MYX Listed, My E.G. Services Berhad

• Independent Director, SGX Listed, SHC Capital Asia Limited

• Independent Director, SGX Listed, Cityneon Holdings Limited

• Independent Director, SGX Mainboard Listed, Soilbuild Business Space REIT

Mr Ng holds a Master of Science in Economics from Birkbeck College, University of London. He was awarded the University of London Convocation Book Prize (First) and the Lord Hailsham Scholarship in 1974. Mr Ng was awarded PBM (Community Services) by the President, Republic of Singapore in 1992.

Foo Chiah-Shiung

Independent, Non-Executive Director

Mr Foo was appointed as Independent Director of the Group on 1 August 2018. He was last re-elected as Director on 26 April 2022. Mr Foo is currently Chief Risk Officer of a Singapore based family office. He had previously served as Head of Investment and Operational Risks at a Singapore based fund management company, and Head Analysis & Due Diligence (Alternative Investments) at Standard Chartered Bank. Mr Foo has more than a decade of experience in investment and risk management.

Mr Foo holds a PhD in Finance and a Master of Science in Asset and Risk Management from Edhec, and an MBA in International Business and Finance from Imperial College. He was awarded Monetary Authority of Singapore Doctorate Scholarship and Edhec Scholarship.

KEY MANAGEMENT

Oh Chee Sien

Chief Financial Officer

Mr Oh was appointed as Chief Financial Officer of the Group on 27 June 2023. He is in charge of the Company's financial and accounting functions in Singapore and responsible for overseeing the financial reporting, accounting functions, risk management and compliance requirements relating to the Group.

Mr Oh had over 2 years of auditing experiences in one of the Big 4 accounting firms. He has also held various CFO positions and senior management roles for more than 15 years. He holds a Bachelor Degree in Accountancy from Nanyang Technological University, Singapore.

GROUP STRUCTURE

The Place Holdings Limited ("TPHL") (Listed on SGX Mainboard)

100%

100%

100%

100%

99.9%

80%

Meta Place Digital Pte. Ltd.(1) (Singapore)

Sky Vision Management Pte Ltd.(2) (Singapore)

The Place Singapore Investment Pte. Ltd.(3) (Singapore)

The Place Yuntai

Investment

Pte. Ltd.(4)(5)(6)

(Singapore)

Xinghuironghui (Tianjin) Equity Investment Partnership (Limited)(7) (PRC)

Singapore Vast Universe Investment Pte. Ltd.(8) (Singapore)

70%

20%

10.2%

80%

99.9%

Starplace Pte. Ltd.(9) (Singapore)

MCC Land (TMK)

Pte. Ltd. (Singapore)

New Vision Holding Pte. Ltd.(10v) (Singapore)

Tianjie Yuntai Wanrun (Xiuwu) Property Development Co., Ltd. (PRC)

Beijing Vast Universe Culture Communication Co., Ltd (PRC)

Notes:

1. Meta Place Digital Pte. Ltd. was formerly known as "Capital Sky Holding Pte. Ltd." For more information, please refer to the following announcement released by TPHL via SGXNet:

   1. Incorporation of a new subsidiary and change of name and principal business activities of a wholly-owned subsidiary dated 19 April 2022.

2. TPHL had on 21 December 2020, announced the subscription of 20% of the issued share capital of MCC Land (TMK) Pte. Ltd. For further information, please refer to the following announcements released by TPHL via SGXNet:

   1. Subscription of 20% equity interest in MCC Land (TMK) Pte. Ltd. dated 21 December 2020; and

   2. Entry into Shareholders' Agreement - Tanah Merah Development dated 3 January 2021.

3. Pursuant to an internal restructuring of the Group, The Place Yuntai Investment Pte. Ltd. had on 4 December 2020, transferred its entire 51% interest in New Vision Holding Pte. Ltd. to The Place Singapore Investment Pte. Ltd. For further information, please refer to the following announcement released by TPHL via SGXNet:

   1. Incorporation of two new subsidiaries and Internal Restructuring of the Group dated 4 December 2020.

4. TPHL had on 27 October 2020, completed the subscription of 80% interest in Tianjie Yuntai Wanrun (Xiuwu) Property Development Co., Ltd. For further information, please refer to the following announcements and/or circulars released by TPHL:

   1. Proposed Subscription of equity interest dated 8 November 2017;

   2. Circular in relation to the Proposed Subscription dated 21 September 2018;

   3. Update on Proposed Subscription dated 8 January 2020;

   4. Completion of the Proposed Subscription dated 1 November 2020; and

   5. Response to SGX query on the announcement on the update of the Proposed Subscription dated 9 November 2020 and 16 November 2020.

5. TPHL had on 1 July 2021, transferred its 1.5% equity interest in The Place Yuntai Investment Pte. Ltd. to New Lanwa International Trading Limited. For further information, please refer to the following announcements released by TPHL via SGXNet:

   1. Proposed Disposal of the 1.5% Equity Interest in The Place Yuntai Investment Pte. Ltd. dated 29 June 2021; and

   2. Completion of the Share Transfer of 1.5% Equity Interest in The Place Yuntai Investment Pte. Ltd. dated 1 July 2021.

6. TPHL had on 28 December 2021 completed the acquisition of 1.5% equity interest in The Place Yuntai Investment Pte. Ltd. from New Lanwa International Trading Limited. No announcement of this transaction was made as the acquisition was a non-discloseable transaction under Rule 1006 read together with Rule 1008 of the Listing Manual (i.e., the aggregate value of the consideration given compared with the issuer's market capitalization based on the total number of issued shares excluding treasury shares amount to less than 5%.)

7. The remaining 0.01% of Xinghuironghui (Tianjin) Equity Investment Partnership (Limited) is owned by Precious Water Forest Capital Co., Ltd (the Fund Manager).

8. In order to implement the proposed internal restructuring of the Group, TPHL had on 7 July 2021 incorporated a wholly-owned subsidiary, Singapore Vast Universe Investment Pte. Ltd. For further information, please refer to the following announcements released by TPHL via SGXNet:

   1. Proposed Intra-Group Restructuring Exercise dated 7 July 2021; and

   2. Incorporation of a wholly-owned subsidiary dated 7 July 2021.

9. On 29 May 2023, Meta Place Digital Pte. Ltd. (i.e. TPHL's wholly-owned subsidiary) and Stellar Experience Pte. Ltd. (a wholly-owned subsidiary of SMRT Corporation Ltd.) entered into a joint venture (the "Joint Venture") and incorporated Starplace Pte. Ltd. for the purposes of the Joint Venture. Meta Place Digital Pte. Ltd. holds 70% of the shareholding interest in Starplace Pte. Ltd. The remaining 30% of the shareholding interest in Starplace Pte. Ltd. is held by Stellar Experience Pte. Ltd. For further information, please refer to the following announcements released by TPHL via SGXNet:

   1. Announcement in relation to entry into joint venture and shareholders' agreement between Meta Place Digital Pte. Ltd., a wholly owned subsidiary of TPHL, Stellar Experience Pte. Ltd. and Starplace Pte. Ltd. dated 29 May 2023.

10. As announced via SGXNet on 29 August 2023, a shares subscription agreement ("SSA") was entered into between The Place Singapore Investment Pte. Ltd. ("TPSI")(a subsidiary of the Company), and the existing non-controlling shareholders of NVH, namely MCC Land (Singapore) Pte. Ltd. ("MCC-SG") and Sun Card Limited ("SCL") and Hsteel Pte. Ltd. ("HP") to increase NVH's paid up capital to $15 million to be settled in cash. The share capital injection was completed on 29 September 2023. Pursuant to the SA, HS will also provide a shareholders' loan of $140 million to NVH mainly for the purpose of settlement of NVH's bank loan. With the completion of share allotment to HS, on 29 September 2023, the Group's interest in NVH was diluted from 51% to 10.2% and had lost control over NVH on the date. The retained interest is classified as an associate.

CORPORATE INFORMATION

Board of Directors Executive Directors Ji Zenghe

Fan Xianyong

Independent Directors

Chng Hee Kok (Lead Independent Director) Foo Chiah-Shiung

Ng Fook Ai Victor Dr. Yeo Guat Kwang

Audit Committee

Chng Hee Kok (Chairman)

Foo Chiah-Shiung Ng Fook Ai Victor Dr. Yeo Guat Kwang

Nominating Committee

Foo Chiah-Shiung (Chairman) Chng Hee Kok

Ng Fook Ai Victor Dr. Yeo Guat Kwang

Remuneration Committee

Ng Fook Ai Victor (Chairman) Chng Hee Kok

Foo Chiah-Shiung Dr. Yeo Guat Kwang

Company Secretary

Lim Heng Chong Benny

Jacqueline Anne Low

(Date of Appointment: 1 December 2023)

Registered Office

2 Central Boulevard West Tower

#10-03 IOI Central Boulevard Towers Singapore 018916

Tel: (65) 6781 8156

Fax: (65) 6781 8159

Website: https://www.theplaceholdings.com

Share Registrar

Boardroom Corporate & Advisory Services Pte. Ltd. 1 Harbourfront Avenue, #14-07

Keppel Bay Tower, Singapore 098632

Auditors

Crowe Horwath First Trust LLP 9 Raffles Place

#19-20 Republic Plaza, Tower 2

Singapore 048619

Partner-in-charge: Lee Yan Huei Appointed since financial year ended 31 December 2022

SUSTAINABILITY REPORT

By Roma Risk Advisory Limited

The Place remains committed to entrenching high standards of sustainable operations into its business activities. Our Board continues to oversee, supervise and monitor the environmental, social and governance ("ESG") material issues and strategy going forward. We believe that sustainability is making its way into the mainstream rapidly within our industry sector and in the markets that we operate in. As a responsible corporate citizen, we strive to contribute more by improving our disclosures, including the disclosure related to climate change following the Task Force on Climaterelated Disclosures' recommendations, and effectively elevating our performance in ESG issues as the core parts of our business strategy, so as to reach sustainable growth and continued success.

We have identified and summarized the following material topics for the FY2023 Sustainability Report in the table below:

Business Sustainability

Responsible Operations

Capacity Building

Social and Environmental Compliance

Our FY2023 Sustainability Report offers a greater depth of qualitative and quantitative disclosures of the above identified material topics with reference to the Global Reporting Initiative Standards. The report will be published separately on 13 March 2026.

57

Consolidated Statement of Profit or Loss and Other Comprehensive Income

126

Disclosure Of Information On Directors Seeking Re-Election

Proxy Form

5 YEARS FINANCIAL HIGHLIGHTS

2019

2020

2021

2022

2023

Revenue 2.2 0.8 1.1 1.1 2.3

Gross Profit 2.1 0.7 1.1 1.1 1.9

(Loss)/Profit before tax (0.7) (14.0) (2.5) 0.7 0.9

(Loss)/Profit attributable to shareholders 3.0 (12.5) (2.9) 0.7 0.08

^ Less than 0.01 cents

* Includes assets of Disposal Group classified as held-for-sale.

5 YEARS FINANCIAL

HIGHLIGHTS

REVENUE MIX BY SEGMENTS (S$'000)

REVENUE MIX BY

GEOGRAPHICAL LOCATIONS (S$'000)

2024

2,211

Media and Event Management Services

2024

2,211

China

2023

770

Media and Event Management Services

2023

770

China

2022

1,180

Media and Event Management Services

2022

1,180

China

2021

1,131

Media and Event Management Services

2021

1,131

China

2020

2,293

Media and Event Management Services

2020

2,293

China

The Place Holdings Limited (the "Company") is committed to maintaining a high standard of corporate governance within the Company and its subsidiaries (collectively, the "Group") to ensure greater transparency and protection of shareholders' interests. The board of directors of the Company (the "Board") is pleased to confirm that the Company has complied with the principles and provisions of the Code of Corporate Governance 2018 (the "Code") and the accompanying Practice Guidance to the Code, where they are applicable and practical to the Group. Where there is any deviation, appropriate explanation has been provided within this report.

This report sets out the Company's corporate governance processes, practices and structures that were in place throughout the financial year ended 31 December 2023 ("FY2023"), with specific reference to the principles and provisions of the Code.

The Board and the management of the Company (the "Management") will continue to uphold the highest standards of corporate governance within the Company in accordance with the Code.

To this end, the Company has appointed Evolve Capital Advisory Private Limited ("Evolve Capital") as its compliance advisor with effect from 20 January 2025. As the Company's compliance advisor, Evolve Capital will advise the Board on, inter alia, the Company's obligations under the Listing Manual of the Singapore Exchange Securities Trading Limited (the "SGX-ST"). Evolve Capital will also provide advice and assistance to the Board and Management on compliance with the Code.

1. BOARD MATTERS

   The Board's Conduct of Affairs

   Principle 1: The company is headed by an effective Board which is collectively responsible and works with Management for the long-term success of the company.

   Role of the Board

   The Board assumes responsibility for stewardship of the Group, and puts in place a code of conduct and ethics, sets appropriate tone-from-the-top and desired organisational culture, and ensures proper accountability within the Company.

   The Board's primary role is to protect and enhance long-term value and returns for shareholders. It provides entrepreneurial leadership, oversees the business and affairs of the Group, and approves the Group's financial and strategic plans, key business initiatives, major investments and divestments proposals, and funding decisions.

   Additionally, the Board has direct responsibility for decision-making in respect of the following corporate events and actions:

   1. establish, together with Management, the strategies and financial objectives to be implemented by Management;

   2. oversee the processes of risk management, financial reporting and compliance, and evaluate the adequacy of internal controls;

   3. review and endorse the framework of remuneration for the Board and key management personnel as may be recommended by the Remuneration Committee;

   4. review the performance of Management, approve the nominations of the Board of Directors and appointment of key management personnel, as may be recommended by the Nominating Committee;

   5. ensure that necessary financial and human resources are in place for the Group to meet its objectives;

   6. assume responsibility for corporate governance; and

   7. consider sustainability issues, e.g. environmental and social factors, as part of its strategic formulation.

      The Company has adopted internal guidelines setting forth matters which require Board approval. Matters which are specifically reserved to the full Board for decision include those involving interested person transactions (such as conflict of interest issues in relation to substantial shareholders and directors of the Company), material acquisitions and disposal of assets, corporate or financial restructuring, share issuance and dividends, and financial results and corporate strategies.

      Each Director is required to promptly disclose any conflict or potential conflict of interest, whether direct or indirect, in relation to a transaction or proposed transaction with the Group as soon as is practicable after the relevant facts have come to his knowledge. Where a director faces a conflict of interest issue, he will disclose and declare his conflict of interest, and recuse himself from discussions and decisions involving the issues of conflict. Each Board member makes decisions objectively in the interests of the Group.

      Board and Board Committees

      To assist the Board in the execution of the Board's responsibilities, certain functions of the Board have been delegated to 3 Board committees, comprising an Audit Committee ("AC"), a Nominating Committee ("NC") and a Remuneration Committee ("RC"). Information on each of the committees is set out further in this report. Each of these committees functions within clearly defined written terms of reference setting out their compositions, authorities and duties, and operating procedures (including reporting back to the Board) which are reviewed on a regular basis to ensure continued relevance and consistency with the Code. The effectiveness of each committee is also constantly being monitored.

      The Board meets on a half-yearly basis and as warranted by particular circumstances. The Company's Constitution allows for telephonic attendance and video-conference at Board and Board committee meetings. The number of Board and Board committee meetings held for the period from 1 January 2023 to 31 December 2023, as well as the attendance of each member at these meetings, are set out below:-

      DIRECTORS' ATTENDANCE AT BOARD AND BOARD COMMITTEE MEETINGS
      Name of Directors	Board	AC	NC	RC
      	No.of Meetings held: 3	No.of Meetings held: 2	No.of Meetings held: 1	No.of Meetings held: 1
      	No.of Meetings attended	No.of Meetings attended	No.of Meetings attended	No.of Meetings attended
      Ji Zenghe	3 out of 3	-	-	-
      Fan Xianyong	3 out of 3	-	-	-
      Sun Quan(1)	3 out of 3	-	-	-
      Chng Hee Kok	3 out of 3	2 out of 2	1 out of 1	1 out of 1
      Ng Fook Ai Victor	3 out of 3	2 out of 2	1 out of 1	1 out of 1
      Foo Chiah-Shiung (Hu Jiaxiong)	3 out of 3	2 out of 2	1 out of 1	1 out of 1
      Dr Yeo Guat Kwang	3 out of 3	2 out of 2	1 out of 1	1 out of 1

      Note:

      1. Mr Sun Quan resigned as Non-Executive Non-Independent Director with effect from 2 August 2024.

         Directors' Orientation and Development

         The Company has an orientation program for all newly appointed Directors, and briefings provided by Management to better understand the Group's business operations, including the opportunity to visit the key operations of the Group and to meet with key management personnel. Directors who are first-time directors, or who have no prior experience as directors of a listed company are required to attend the training programmes conducted by the Singapore Institute of Directors ("SID"), ISCA Academy Pte Ltd or SAC Capital, and will also undergo briefings on the roles and responsibilities as Directors of a listed company.

         All newly appointed Directors receive a formal letter setting out their duties and responsibilities, along with an information pack containing the Company's annual report, Constitution, respective Board committees' terms of reference (where applicable), as well as a template director's disclosure form pertaining to his/her obligations in relation to disclosure of interests in securities and conflict of interests.

         The Directors are provided with continuing education in areas such as directors' duties and responsibilities, corporate governance, changes in financial reporting standards, insider trading, as well as changes in the relevant provisions of the Companies Act 1967 ("Companies Act") and Listing Manual of the SGX-ST, so as to update and refresh themselves on matters that affect or may enhance their performance as Board or Board committee members. They are also informed of and are encouraged to attend relevant seminars and/or webinars such as those organised by the SGX-ST, SID and other external professional organisations to keep abreast of developments relevant to their roles. Some directors have attended sustainability training courses mandated by Singapore Exchange Regulation (SGX RegCo) in FY2023 and the remaining are in the process of planning to attend the relevant sustainability courses.

         Access to Information

         The Management provides all members of the Board with appropriately detailed management accounts which present a balanced and understandable assessment of the Company's performance, position and prospects on a regular basis.

         To assist the Board in fulfilling its responsibilities, Management provides the Board with complete and adequate information in a timely manner on an ongoing basis and prior to Board meetings so that the members may better understand the matters prior to the meetings and discussions may be focused on questions that the Board may have on issues relating to those matters. Key management personnel who can provide additional insight into the matters at hand may be invited to be present at the relevant time during the Board meeting.

         Access to Management and Company Secretary

         During FY2023, the Directors have separate and independent access to the Management and the Company Secretary at all times.

         The Company Secretary administers and attends all Board and Board committee meetings. The Company Secretary is responsible for preparing minutes of Board and Board committee proceedings, and is responsible to the Board for advising on corporate and administrative matters, as well as facilitating orientation and assisting with professional development as required.

         The appointment and removal of the Company Secretary is subject to the approval of the Board as a whole.

         The Directors, whether as a group or individually, may seek and obtain independent professional advice to assist them in the discharge of their duties, at the expense of the Company.

         Board Composition and Guidance

         Principle 2: The Board has an appropriate level of independence and diversity of thought and background in its composition to enable it to make decisions in the best interests of the company.

         Board Composition

         The Board, through the NC, examines and reviews its structure, size and composition annually, taking into account the scope and nature of the Company's operations. As at the date of this report, the Board comprises 6 directors, 4 of whom are independent directors and 2 of whom are executive directors.

         Board Composition (Continued)

         In FY2023, the nature of the directors' appointments and membership on the Board committees are as follows:-

         Name of Director	Nature of appointment	Board Committee Membership
         		AC	NC	RC
         Ji Zenghe	Executive Chairman	-	-	-
         Fan Xianyong	Executive Director and Chief Executive Officer	-	-	-
         Sun Quan(1)	Non-Executive Non-Independent Director	-	-	-
         Chng Hee Kok	Lead Independent Director	Chairman	Member	Member
         Ng Fook Ai Victor	Independent Director	Member	Member	Chairman
         Foo Chiah-Shiung (Hu Jiaxiong)	Independent Director	Member	Chairman	Member
         Dr Yeo Guat Kwang	Independent Director	Member	Member	Member

         Note:

         1. Mr Sun Quan resigned as Non-Executive Non-Independent Director on 2 August 2024.

         The composition of the Board in FY2023 complies with Provision 2.2 of the Code that independent directors should make up a majority of the Board where the Executive Chairman is part of the management team and not an independent director, and with Provision 2.3 of the Code that the majority of the Board comprises non-executive directors. Given that the Independent Directors make up a majority of the Board, the Board is able to exercise objective judgement on corporate affairs independently.

         Board Diversity

         The Board has adopted a Board Diversity Policy which sets out its policy and framework for promoting diversity on the Board. The Board believes that board diversity enhances its decision-making capability, and a diverse board is more effective in dealing with organisational changes and less likely to suffer from group thinking. The Board also recognises that board diversity is an essential element contributing to the sustainable development of the Group. These board diversity objectives are achieved by harnessing the different aspects of diversity, such as professional experiences, business perspectives, skills, knowledge, gender, age, cultural and educational background, ethnicity and length of service.

         When reviewing and assessing the composition of the Board and making recommendations to the Board for the appointment of its members, the NC will consider the various aspects of board diversity, and set practical timelines to implement the policy. The NC will also report to the Board on the progress made in promoting and achieving its board diversity objectives.

         The NC is satisfied that the current Board comprises directors who as a group provide core competencies, such as accounting or finance, business or management experience, industry knowledge, strategic planning experience and customer based experience or knowledge, which are required for the Board to function effectively. The Board also consists of directors of different age groups, and who have served on the Board for different tenures. As such, the target set by the Board in achieving diversity on its Board has been achieved. The Board will, on a continuing basis, review the relevant aspects of diversity of its members to ensure they serve the needs and plans of the Company and the Group.

         The Board recognises the importance and value of gender diversity and will use its best endeavours to ensure that in the course of identifying candidates for Board refreshment, female candidates are included in the search process and duly considered by the NC and the Board for appointment as new Director to the Board.

         The NC noted that no individual or small group of individuals dominate the Board's decision-making process. Accordingly, the Board is of the view that its current structure, size and composition are appropriate for effective decision-making, and provide a balance and mix of expertise, knowledge, experience and other aspects of diversity.

         Board Independence

         The NC conducts a review annually to determine whether or not a director is independent, adopting the Code's definition of an "independent director" and guidance as to relationships, including those provided in the Code, the Listing Manual and the Practice Guidance to the Code, that are relevant in its determination. Each Independent Director is required to complete an annual declaration to confirm his independence, and in particular, that he does not have any relationship with the Company and its related corporations, its substantial shareholders or its officers that could interfere, or be reasonably perceived to interfere, with the exercise of the Director's independent business judgement in the best interest of the Group. The independent directors must also confirm whether they consider themselves independent despite not having any relationship identified in the Code.

         As at the date of this report, none of the Independent Directors has served on the Board for an aggregate period of more than 9 years (whether before or after listing) from the date of his first appointment.

         The NC has reviewed, determined and confirmed the independence of the Independent Directors. Each Independent Director had also abstained from deliberations in respect of the assessment of his own independence. Each of the Independent Directors has also confirmed his independence.

         Taking into account the views of the NC and the annual confirmation from each of the Independent Directors of his independence, the Board considers each of the Independent Directors to be independent and will be able to exercise independent judgment in the best interest of the Company in discharging their duties as independent directors.

         The Non-Executive Directors challenge Management's assumptions, assess performance of Management, and also extend guidance to Management, in the best interest of the Group. To facilitate a more effective check on Management, the Non-Executive Directors met regularly during FY2023 without the presence of Management and provided feedback to the Board as appropriate.

         Chairman and Chief Executive Officer

         Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management, and no one individual has unfettered powers of decision-making.

         Division of the Roles of Executive Chairman and CEO

         To ensure an appropriate balance of power, increased accountability and a clear division of the roles and responsibilities between the Chairman and the Chief Executive Officer ("CEO"), the position of the Chairman and CEO are held by separate individuals.

         Currently, the Executive Chairman of the Company is Mr Ji Zenghe ("Mr Ji"). As Executive Chairman of the Board, Mr Ji plays a key role in developing the business of the Group and provides the Group with strong leadership and vision. He is responsible for the overall strategic planning and growth of the Group. He also exercises control over the quality, quantity and timeliness of information flow between the Board and Management.

         Division of the Roles of Executive Chairman and CEO (Continued)

         Mr Ji also bears responsibility for the effective working of the Board. His responsibilities include, amongst others, ensuring that Board meetings are held when necessary, setting the Board meeting agendas to enable the Board to carry out its duties effectively and responsibly, taking a leading role to ensure and maintain a high standard of corporate governance, acting as a facilitator at Board meetings and maintaining regular dialogue with Management on all operational matters.

         Mr Fan Xianyong ("Mr Fan") is the CEO and Executive Director of the Company. He is not an immediate family member of the Executive Chairman, Mr Ji. As CEO, Mr Fan is responsible for the execution of the Company's corporate and business strategies and policies, as well as for the conduct of the Group's business. Mr Fan is also responsible for the overall management and day-to-day operations of the Group.

         Role of Lead Independent Director

         The Lead Independent Director of the Company, led and coordinated the activities of the independent directors and addressed the concerns, if any, of the Company's shareholders. The Lead Independent Director is available to the Company's shareholders who have concerns when contact through the normal channels of our Executive Chairman, CEO or Management has failed to resolve such concerns or when circumstances are such that it would be more appropriate to contact him directly. Led by the Lead Independent Director, the independent directors met regularly in FY2023 without the presence of Management to discuss matters such as the changes that they would like to see in the Board processes, corporate governance initiatives, and matters which they wish to discuss during Board meetings. After such meetings, the Lead Independent Director will provide feedback to the Executive Chairman and the Board.

         Based on the above reasons, the Board is of the view that the practices adopted by the Company are consistent with the intent of Provision 3.3 of the Code.

         Board Membership

         Principle 4: The Board has a formal and transparent process for the appointment and re-appointment of directors, taking into account the need for progressive renewal of the Board.

         Composition and Role of the NC

         The Company has established a NC to, inter alia, make recommendations to the Board on all Board appointments. As at the date of this report, the NC comprises the following four (4) independent directors, with the Lead Independent Director being a member of the NC:

         Foo Chiah-Shiung (Hu Jiaxiong) - Chairman Chng Hee Kok - Member

         Ng Fook Ai Victor - Member

         Dr Yeo Guat Kwang - Member

         The role of the NC is to establish a formal and transparent process for the appointment of new directors and the re-election of directors retiring by rotation, as well as to assess the effectiveness of the Board and the overall contribution of each director towards the effectiveness of the Board.

         The principal functions of the NC include the following:

         1. to review and recommend succession plans for directors, in particular the appointment and/or replacement of the Chairman, the CEO and key management personnel;

         2. to make recommendations to the Board on all Board appointments and re-appointments of directors or alternate directors (if any), having regard to that director's contribution and performance (such as attendance, preparedness, participation and candour) where applicable;

         3. to review the independence of the directors annually;

         4. to decide whether the director is able to and has been adequately carrying out his duties as director, in particular, where a director has multiple board representations;

         5. to review training and professional development programmes for the Board and its directors;

         6. to review and make recommendations to the Board on all candidates nominated (whether by the Board, shareholders or otherwise) for appointment to the Board, taking into account the candidate's track record, age, experience, capabilities and other relevant factors;

         7. to identify and nominate candidates for the approval of the Board to fill vacancies in the Board as and when they arise;

            Composition and Role of the NC (Continued)

         8. to decide and recommend the process and criteria for how the Board's performance may be evaluated and propose objective performance criteria for the Board's approval; and

         9. to assess the effectiveness of the Board as a whole, and the contribution by each director to the effectiveness of the Board.

         The NC has conducted an annual review of Directors' independence based on the Code's criteria for independence, and is of the view that Mr Chng Hee Kok, Mr Ng Fook Ai Victor, Mr Foo Chiah-Shiung (Hu Jiaxiong) and Dr Yeo Guat Kwang are independent. More details of the Board and NC's determination of the independence of the Independent Directors are set out under Principle 2 of this report in the section headed "Board Independence".

         Other Principal Commitments and Board Representations

         All Directors are required to declare their board representations. When a Director has multiple board representations, the NC will consider whether the Director is able to adequately carry out his duties as a director of the Company, after taking into consideration the Director's number of listed company board representations and other principal commitments. Though some of the Directors have multiple board representations, the NC is satisfied that the numbers are currently manageable, and the Directors are still able to devote sufficient time and attention to the matters of the Company. Based on the Directors' annual confirmations, contributions and participation at Board and Board committee meetings, and their level of attendance at such meetings, the NC and the Board are satisfied that all the Directors were able to and have adequately carried out their duties as Directors of the Company.

         The following key information regarding all directors is set out in the following pages of this Annual Report:

         pages 5 to 6 - Key information (including each of the Director's board representations on other listed companies and other principal commitments (if any), as well as academic and professional qualifications; and

         page 44 - Shareholding in the Company and its related corporations. The Company currently has no alternate directors on its Board.

         The NC has in place procedures stipulating the formal process and criteria for the selection and appointment of new directors, and re-appointment of directors. These procedures will increase transparency of the nominating process in identifying and evaluating nominees or candidates for appointment or re-appointment, as well as to advance the Company's objective of promoting board diversity.

         Process for Selection of New Directors

         The NC has recommended, and the Board has approved, a formal process for the selection of new directors as follows:

         1. The NC evaluates the balance of skills, knowledge and experience on the Board and, in the light of such evaluation and in consultation with Management, prepares a description of the role and the essential and desirable competencies for a particular appointment;

         2. Directors and Management may suggest suitable potential candidates. If necessary, the NC may enlist external help (for example, from the SID, search consultants, advertisements) to source for potential candidates;

         3. The NC assesses suitability of short-listed candidates, meets and discusses with them, if necessary, the expectations and the level of commitment required; and

         4. The NC makes recommendations to the Board for approval.

            Criteria for Appointment of New Directors

            All new appointments are subject to the recommendation of the NC based on, inter alia, the following objective criteria:

            1. Integrity;

            2. Independent mindedness;

            3. Possess core competencies which meet the current needs of the Company and complement the skills and competencies of the existing directors on the Board;

            4. Able to commit time and effort to carry out duties and responsibilities effectively;

            5. Experience in the relevant field of business of the Company or industries in which it operates; and

            6. Financially literate.

         Re-appointment of Directors

         All directors are to submit themselves for re-nomination and re-election at regular intervals of at least once every 3 years. Under the Company's Constitution, at least one-third of the directors for the time being (or, if their number is not a multiple of 3, the number nearest to but not lesser than one third) shall retire from office by rotation at each AGM of the Company. In addition, a newly appointed director shall hold office only until the AGM immediately following his appointment, and shall be eligible for re-election.

         The NC (with Mr Foo Chiah-Shiung (Hu Jiaxiong) abstaining from the deliberation process in respect of his own re-election) has reviewed and recommended the re-election of Mr Fan Xianyong and Mr Foo Chiah-Shiung (Hu Jiaxiong) (collectively, the "Retiring Directors") who will be retiring by rotation in accordance with Regulation 94 of the Constitution of the Company.

         The Board (save for the respective Retiring Directors who had abstained from the deliberation process in respect of their own re-election) has accepted the NC's recommendation and proposes that Mr Fan Xianyong and Mr Foo Chiah-Shiung (Hu Jiaxiong) be re-elected at the forthcoming AGM.

         Please refer to the explanatory notes to the Notice of AGM dated 13 March 2026 and "Additional Information on Directors Seeking Re-Election" of this Annual Report for information relating the Retiring Directors.

         Board Performance

         Principle 5: The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its board committees and individual directors.

         The Board has implemented a formal process for assessing the effectiveness of the Board as a whole and the Board committees, as well as the contribution by each director to the effectiveness of the Board.

         The assessment of the Board and the Board committees provided an opportunity to obtain constructive feedback from each director on whether the Board's procedures and processes allowed him to discharge his duties effectively and the changes that should be made to enhance the effectiveness of the Board as a whole.

         The individual director's assessment exercise allowed each director to reflect upon his own performance on the Board so that the overall quality of the board members may be improved upon and enhanced. It also assisted the NC in determining whether to re-nominate directors who are due for retirement by rotation at the next AGM, and in determining whether directors with multiple board representations are nevertheless able to and have adequately discharged their duties as directors of the Company. More details of the Board and NC's assessment and determination exercise are set out under Principle 4 of this report in the sections headed "Other Principal Commitments and Board Representations" and "Re-appointment of Directors".

         The NC determines how the performance of the Board, each Board committee and each individual director may be evaluated and proposes objective performance criteria. Such performance criteria is approved by the Board and addresses how the Board has enhanced long-term shareholders' value.

         Evaluation Processes

         1. Board and Board committees

            Each Board member is required to complete a Board and Board Committees Assessment Checklist. Based on the returns from each of the directors, a consolidated report was prepared and presented to the Board for discussion on the changes which should be made to help the Board and Board committees discharge their respective duties more effectively.

         2. Individual directors

         In the case of the assessment of individual directors, each director is required to complete a director's assessment form by way of a self-assessment of his contribution to the effectiveness of the Board. Based on the returns from each of the directors, a consolidated report was prepared and presented to the Board for discussion. The Chairman of the Board then provides the necessary feedback on the respective Board performance of each director, with a view to improving their respective performance on the Board.

         Performance Criteria

         The performance criteria for the Board evaluation are in respect of the Board size, composition and independence, conduct of meetings, corporate strategy and planning, risk management and internal control, Board performance in relation to discharging its principal functions, Board committee performance in relation to discharging their responsibilities set out in their respective terms of reference, achievement of financial targets which includes return on equity, improvement of performance of the Company's share price vis-à-vis the Singapore Straits Times Index, recruitment policy, process for determining remuneration and compensation of directors and key management personnel, financial reporting, and communication with shareholders.

         The individual director's performance criteria are categorised into (1) attendance at board meetings and related activities; (2) adequacy of preparation for board meetings; (3) contribution in strategic/business decisions, finance/accounting, risk management, legal/regulatory, human resource management, or any other specialist area of each director; (4) area of experience; (5) generation of constructive debate/ discussion; (6) maintenance of independence; (7) disclosure of interested party transactions; and (8) overall assessment.

2. REMUNERATION MATTERS

   Procedures for Developing Remuneration Policies

   Principle 6: The Board has a formal and transparent procedure for developing policies on director and executive remuneration, and for fixing the remuneration packages of individual directors and key management personnel. No director is involved in deciding his or her own remuneration.

   Composition and Role of the RC

   As at the date of this report, the RC comprises entirely independent non-executive directors as follows:

   Ng Fook Ai Victor - Chairman

   Chng Hee Kok - Member Foo Chiah-Shiung (Hu Jiaxiong) - Member Dr Yeo Guat Kwang - Member

   Composition and Role of the RC (Continued)

   The RC is responsible for ensuring a formal and transparent procedure for developing policies on executive remuneration and for fixing the remuneration packages of each individual director, the CEO and key management personnel (who are not directors or the CEO).

   The principal functions of the RC include the following:

   1. to review and recommend to the Board for endorsement a framework of remuneration for the Board and key management personnel, and the specific remuneration packages for each director as well as for the key management personnel of the Company. The framework will cover all aspects of remuneration, including without limitation, directors' fees, salaries, allowances, bonuses, options, share-based incentives, benefits-in-kind, and termination terms to ensure they are fair;

   2. to review the remuneration packages of all managerial staff who are related to any of the Executive Directors;

   3. to review and approve the annual increments and/or variable bonus to be granted to the Executive Directors and key management personnel of the Company;

   4. in the case of directors' service agreements, to consider what compensation or commitments the directors' service agreement, if any, would entail in the event of early termination, and to ensure that such service agreements contain fair and reasonable termination clauses which are not overly generous; and

   5. to recommend to the Board, in consultation with senior management and the Executive Chairman, any long-term incentive scheme (including share schemes) and to consider the eligibility of directors for benefits under such long-term incentive schemes.

      The recommendations of the RC will be submitted to the Board for endorsement. Each member of the RC will refrain from voting on any resolution in respect of the assessment of his remuneration. No director will be involved in determining his own remuneration.

      The RC has access to expert advice in the field of executive remuneration outside the Company with regard to remuneration matters wherever necessary. The RC should ensure that existing relationships, if any, between any of its directors or the Company and its appointed remuneration consultants, will not affect the independence and objectivity of the remuneration consultants. In FY2023, the Company did not seek any expert advice outside the Company on remuneration of its directors.

      Level and Mix of Remuneration

      Principle 7: The level and structure of remuneration of the Board and key management personnel are appropriate and proportionate to the sustained performance and value creation of the company, taking into account the strategic objectives of the company.

      The RC assists the Board by ensuring that remuneration policies and practices are sound in that they are able to attract, retain and motivate the directors to provide good stewardship of the Company and key management personnel to successfully manage the Company for the long term without being excessive, and thereby maximise shareholders' value. The RC reviews and approves the remuneration package, determines the overall annual increment and bonus for each of the Executive Directors and key management personnel, and ensures that they are appropriate and proportionate to the sustained performance and value creation of the Group.

      In setting remuneration packages, the RC takes into consideration the pay and employment conditions within the industry and in comparable companies. As part of its review, the RC ensures that the performance-related elements of remuneration form a significant and appropriate part of the total remuneration package of Executive Directors and key management personnel.

      The remuneration package of each of the Executive Directors and key management personnel comprises a fixed component (in the form of basic salary and allowance) and a variable component (in the form of annual bonus) that is linked to the performance of the Group as a whole as well as the individual's performance, taking into account industry benchmarks. This is designed to align remuneration with the interests of shareholders and other stakeholders and link rewards to corporate and individual performance so as to be fair and avoid rewarding poor performance. This will also serve to promote the long-term sustainability of the Group. None of the Executive Directors received annual bonus for FY2023.

      Each of the Executive Directors had entered into a service agreement with the Company. The terms of their respective service agreements were recommended by the RC, and approved by the Board. Each of the key management personnel were issued a letter of appointment, the terms of which were reviewed by the RC, and approved by the Board. The RC also reviews the Company's obligations arising in the event of termination of the Executive Directors' service agreements and the key management personnel's letters of appointment, and is satisfied that the termination clauses set out therein are fair and reasonable to the parties, and are not overly generous.

      The Company has not adopted the use of contractual provisions in the terms of the contracts of service of the Executive Directors and key management personnel to reclaim incentive components of their remuneration paid in prior years in exceptional circumstances of misstatement of financial results, or of misconduct resulting in financial loss to the Company. The Company will review the feasibility of having such contractual provisions in future renewals of service agreements and/or letter of appointments of its Executive Directors and key management personnel respectively as recommended by the Practice Guidance.

      The RC also reviews all matters concerning the remuneration of non-executive directors by ensuring that the remuneration is commensurate with the level of contribution, taking into account factors such as effort and time, and responsibilities of these directors. The Company will submit the quantum of directors' fees of each year to the shareholders for approval at each AGM. The Executive Directors do not receive directors' fees.

      Disclosure on Remuneration

      Principle 8: The company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting remuneration, and the relationships between remuneration, performance and value creation.

      Policy in respect of Non-Executive Directors' Remuneration

      The Non-Executive Directors do not enter into service agreements with the Company. They are paid directors' fees, the amount of which is dependent on their level of responsibilities and whether they perform additional services through Board committees. The amount of directors' fees payable to Non-Executive Directors is subject to shareholders' approval at the Company's AGM. The Company is of the view that the Non-Executive Directors are not overcompensated to the extent that their independence may be compromised. The Company has obtained shareholders' approval for a Performance Share Scheme at its extraordinary general meeting held on 12 October 2018 ("Performance Share Scheme"). The Performance Share Scheme, if implemented, will allow Non-Executive Directors, who are eligible to participate in the Performance Share Scheme, to hold shares in the Company so as to better align their interest with the interest of shareholders.

      Remuneration Policy in respect of Executive Directors and other Key Management Personnel

      The Company advocates a performance-based remuneration system that is flexible and responsive to the market and the performance of the Company and the individual employee. This allows the Company to better align executive compensation with shareholders' value creation. The total remuneration mix comprises annual fixed cash and annual performance incentive. The annual fixed cash component comprises the annual basic salary plus any other fixed allowances. The annual performance incentive is tied to the performance of the Company and the individual employee.

      Disclosure on Remuneration

      The level and mix of each of the directors' remuneration, and that of each of the key management personnel (who are not directors or the CEO) for FY2023, are set out as follows:

      Remuneration Band and Name of Director	Directors' Fees (%)	Salary (%)	Variable Bonus# (%)	Share-Based^ (%)	Benefits (%)	Total (%)
      Above S$250,000 but below S$500,000
      Ji Zenghe	-	67	-	-	33	100
      S$250,000 and below
      Fan Xianyong	-	65	-	-	35	100
      Sun Quan	-	-	-	-	-	-
      Chng Hee Kok	100	-	-	-	-	100
      Ng Fook Ai Victor	100	-	-	-	-	100
      Foo Chiah-Shiung (Hu Jiaxiong)	100	-	-	-	-	100
      Dr Yeo Guat Kwang	100	-	-	-	-	100

      Remuneration Band and Name of Key Management Personnel	Salary (%)	Variable Bonus# (%)	Share-Based^ (%)	Benefits (%)	Total (%)
      Above S$250,000 but below S$500,000
      S$250,000 and below
      Tay Ai Li(1)	100	-	-	-	100
      Oh Chee Sien(2)	100

      Notes:

      # Includes variable or performance-related income/bonuses.

      ^ Includes stock options granted, share-based incentives and awards, and other long-term incentives.

      1. Ms Tay Ai Li resigned as Chief Financial Officer with effect from 30 June 2023.

      2. Mr Oh Chee Sien was appointed as Chief Financial Officer on 27 June 2023.

      Provision 8.1(a) requires the Company to disclose in its annual report the policy and criteria for setting remuneration, as well as names, amounts and breakdown of remuneration of (a) each individual director and the CEO; and (b) at least the top five key management personnel (who are not directors or the CEO) in bands no wider than S$250,000 and in aggregate the total remuneration paid to these key management personnel.

      However, the Company has not disclosed the exact amount of the remuneration of each Director and its key management personnel as it is not in the best interests of the Company and the employees to disclose such details due to the (a) sensitive nature of such information and (b) the competitive business environment in which the Group operates. Accordingly, although the Company has deviated from complying with Provision 8.1(a) which requires the Company to disclose the exact amount and breakdown of the remuneration of each individual Director and the CEO, the Company has disclosed the remuneration of each Director and each key management personnel, in bands of S$250,000 and the breakdown in percentages. Taking the above into account, the Company is therefore of the view that it has acted in a way consistent with the intent of Provision 8.1.

      Disclosure on Remuneration (Continued)

      The Company considers the heads of corporate functions to be its key management personnel and for FY2023, there were 2 such persons. Save as disclosed, there were no other key management personnel for FY2023. The aggregate remuneration paid to the aforesaid key management personnel (who are not directors or the CEO) in FY2023 is S$237,240.

      The Group does not have any employees who are substantial shareholders of the Company, or are immediate family members of a director, the CEO, the Executive Chairman or a substantial shareholder of the Company, and whose remuneration exceeds S$100,000 during FY2023. Accordingly, the Company has complied with Provision 8.2 of the Code.

      The Company's Performance Share Scheme contemplates the award of fully paid shares, when or after predetermined performance or service conditions are accomplished and/or when due recognition should be given to any good work performance and/or any significant contribution to the Company. The Performance Share Scheme is intended to be broad-based and will serve to enhance the Group's overall compensation packages in order to attract talent. It will also serve as an additional and flexible incentive tool. With the Performance Share Scheme, the Company would be able to tailor share-based incentives according to the objectives to be achieved. The features and details of the Performance Share Scheme, including its eligibility criteria, potential size of grants, methodology of valuation, and other relevant terms and conditions thereof, are set out in the circular to shareholders dated 21 September 2018. No awards or shares under the aforesaid share plan were issued for FY2023.

3. ACCOUNTABILITY AND AUDIT

   Risk Management and Internal Controls

   Principle 9: The Board is responsible for the governance of risk and ensures that Management maintains a sound system of risk management and internal controls, to safeguard the interests of the company and its shareholders.

   Risk Governance Structure

   The Board is responsible for the overall governance of risk. The Board oversees the Group's risk management framework and policies, reviews the Group's business, financial and operational risks, and formulates strategies and measures to manage and mitigate these risks with the assistance of internal and external auditors. The Board oversees Management in the design, implementation and monitoring of the risk management and internal control systems of the Group, to safeguard the interest of the Company and its shareholders.

   Enterprise Risk Management

   In order to ensure and maintain a sound system of risk management and internal controls to safeguard shareholders' interests and the Company's assets, the Company has developed an Enterprise Risk Management ("ERM") programme with the assistance of the Company's internal auditor, Messrs Ernst & Young Advisory Services Sdn. Bhd. The ERM programme has been implemented to identify, prioritise, assess, manage and monitor key risks faced by the Group, and covers, inter alia, financial, operational, compliance and information technology controls of the Group. The key risks identified are deliberated by Management, and reported to the Board. The Board will follow up on the actions required to be taken by Management to mitigate such identified risks. The AC also reviews the adequacy and effectiveness of the ERM programme periodically, and reports its findings to the Board at least once a year or as and when new significant risks are identified.

   Internal Control and Risk Management Systems

   The Company's internal auditor also assists the Company to conduct an annual review of the adequacy and effectiveness of the Company's internal controls. Accordingly, the internal auditor will take such identified risks into consideration in drawing up the annual internal audit plan. The external auditor, during the conduct of their normal audit procedures, may also report on matters relating to internal controls. Any material non-compliance or failures in internal controls, and recommendations for improvements, are reported to the AC. The AC reviews the effectiveness of the actions taken by Management on the recommendations made by the internal and external auditors in this respect, and holds regular discussions with Management to ensure the timely and proper implementation of such recommendations. The AC and the Board also review the reports submitted by the internal and external auditors.

   Based on the Board's review (with the assistance of the AC) of the adequacy and effectiveness of the Company's internal controls (including financial, operational, compliance and information technology controls) and risk management systems maintained by the Management, the Board (with the concurrence of AC), is of the opinion that the Company's system of internal controls and risk management systems are adequate and effective as at 31 December 2023 and addresses financial, operational, compliance and information technology risks, which the Company and the Group consider relevant and material to their operations. For the year under review, no material weaknesses in the internal controls and risk management systems were identified by the Board or the AC.

   The Board has also received the assurance from:

   1. the CEO and the Chief Financial Officer, inter alia, that the financial records of the Company for FY2023 have been properly maintained, and the financial statements give a true and fair view of the Company's operations and finances for FY2023; and

   2. the CEO, other key management personnel who are responsible in this area, and the Chief Financial Officer, inter alia, that the Company's risk management and internal control systems for FY2023 are adequate and effective.

Audit Committee

Principle 10: The Board has an Audit Committee which discharges its duties objectively.

Composition and Role of AC

As at the date of this report, the AC comprises the following directors, all of whom are independent non-executive directors:

Mr Chng Hee Kok - Chairman

Ng Fook Ai Victor - Member Foo Chiah-Shiung (Hu Jiaxiong) - Member Dr Yeo Guat Kwang - Member

All the members bring with them invaluable industry knowledge and professional expertise in the financial and business spheres, and have adequate financial management knowledge and experience to discharge their responsibilities as members of the AC.

The primary functions of the AC include the following:

1. to discuss and review at least annually any significant financial reporting issues and judgements in relation to the financial statements, so as to ensure the integrity of the financial statements;

2. to discuss and review at least annually the adequacy and effectiveness of the internal controls and risk management systems;

3. to assess and review at least annually the adequacy, effectiveness, independence, scope and results of the external audit and the Company's internal audit function;

   Composition and Role of AC (Continued)

4. to review any announcements relating to the Group's financial performance before making recommendations to the Board for approval;

5. to review the assurance from the CEO and the Chief Financial Officer who are responsible for the

   financial records and financial statements;

6. to discuss and review with the auditors regarding, inter alia, the assistance given by Management to the auditors;

7. to assess the independence and objectivity of the external auditors, and recommend to the Board on the proposals to the shareholders on the appointment, re-appointment and removal of the external auditors, as well as the terms of engagement and remuneration payable to the external auditors;

8. to review interested person transactions to ensure that they are carried out on normal commercial terms and are not prejudicial to the interests of shareholders, and are in compliance with the then prevailing rules and regulations of the SGX-ST (in particular, Chapter 9 of the Listing Manual);

9. to review the policy and arrangements for concerns about possible improprieties in financial reporting or other matters to be safely raised, independently investigated and appropriately followed up on;

10. to commission and review any significant matters raised through the whistle-blowing channel or any major findings of internal investigations into matters, where there is any suspected fraud or irregularity or failure of internal controls or infringement of any relevant law, rule or regulation which has or is likely to have a material impact on the Group's operating results and/or financial position; and

11. to undertake such other functions and duties as may be required by statute, the Listing Manual of the SGX- ST, the Code or Practice Guidance, and by such amendments made thereto from time to time.

The AC has explicit authority to investigate any matter within its terms of reference, full access to and co-operation by Management and full discretion to invite any director or executive officer to attend its meetings, and reasonable resources to enable it to discharge its functions properly.

In addition, the AC has independent access to the internal and external auditors, who report independently their findings and recommendations to the AC. The AC met with the internal and external auditors, without the presence of Management in each case, at least once during the year.

During the year, the AC performed independent reviews of the financial statements of the Group before the relevant announcements were released. The AC also reviewed and approved both the Company's internal and external auditors' plans. All audit findings and recommendations put up by the internal and the external auditors were forwarded to the AC. Significant issues were discussed at these meetings.

External Auditor

The Company's external auditor, Messrs Crowe Horwath First Trust LLP ("Crowe Horwath") has been the external auditor of the Company since 11 November 2020. Crowe Horwath was last re-appointed as external auditor of the Company at the Company's AGM held on 25 April 2023 and will hold office until the conclusion of the Company's forthcoming AGM to be held on 31 March 2026.

The aggregate amount of audit fees paid to the external auditor for FY2023 is S$165,000. The Company has complied with the requirements of Rules 712 and 715 of the Listing Manual of the SGX-ST in relation to the appointment of auditing firms.

None of the members of the AC were partners or directors of Crowe Horwath within the last 12 months or has any financial interest in Crowe Horwath.