The Business Enablers - Tricor SINGAPORE PTE LTD 1 Tricor Group (Tricor) is a global provider of...

Singapore

The Business Enablers

1 About Tricor 4 About Singapore 6 Business Services – Tricor Business Outsourcing 8 Corporate Services – Tricor Evatthouse 12 Investor Services – Tricor Barbinder 14 Executive Resources – Tricor Executive Resources 16 Tricor Offices

TRICOR SINGAPORE PTE LTD 1

Tricor Group (Tricor) is a global provider of integrated Business, Corporate and Investor Services. As a business enabler, Tricor provides outsourced expertise that allows our clients to concentrate on what they do best – Building Business.

About Tricor

Tricor comprises Tricor Holdings Limited,

subsidiaries and associated companies, with a staff strength of over 2,000 and a network of offices

in 37 cities across 20 countries / territories. Tricor

offices are located in Hong Kong (Head Office), Mainland China and Macau, Australia, Barbados,

British Virgin Islands, Brunei, Cayman Islands,

Dubai UAE, India, Indonesia, Ireland, Japan, Korea, Labuan, Malaysia, Singapore, Thailand, the United

Kingdom and Vietnam.

In most of the countries / territories in which Tricor

operates, our professional specialists provide a

comprehensive range of services including the following: Business Advisory; Entity Formation;

Corporate Governance, Corporate Administration

& Secretarial; Trust & Fiduciary Services; Accounting & Financial Reporting; Payroll, Payment & Treasury

Administration; Services for New Issues / Initial

Public Offerings & Registry Management; Tax Services; China Entry & Consulting; Executive

Search; Management Consulting; Human Resource

Consulting; and Fund Administration.

Our client portfolio includes over 1,000 companies

listed on the Hong Kong Stock Exchange, more than 500 companies listed in Singapore and

Malaysia, over 40 per cent of Fortune Global

500 companies, as well as a significant share of multinationals and private enterprises operating

across international markets.

Tricor’s mission is to be the Business Enabler of

Choice.

2 TRICOR SINGAPORE PTE LTD

Tricor WP Corporate Services Pte. Ltd

On 2 September 2005, Tricor Singapore Pte. Ltd and WongPartnership LLP, one of the largest law firms in Singapore, entered into a joint venture arrangement to provide incorporation, corporate secretarial and share registration services. These services are provided by Tricor WP Corporate Services Pte. Ltd, in which both parties hold a stake.

The joint venture company between Tricor Singapore Pte. Ltd and WongPartnership LLP leverages the expertise and resources of both practices to offer high value added services to our mutual clients.

An established leader, WongPartnership’s reputation as a major provider of regional and international legal services in the Asia Pacific is forged on the back of its dynamic energy and ability to respond to their clients’ needs. WongPartnership has over 270 lawyers with offices in Singapore, Abu Dhabi, Beijing, Doha and Shanghai as well as an active South East Asia Practice. The Firm has a twin focus on advisory/transactional work in the areas of finance, corporate and capital markets where it has been involved in landmark mergers and acquisitions and capital markets transactions, as well as complex and high-profile litigation and arbitration matters. The Firm also has specialised practices dealing with corporate governance and compliance, employment, energy and projects, environmental and green economy, intellectual property, media and technology, and restructuring and insolvency. The exceptional nature of its work has drawn recognition from major regional and international commentators, and they have established themselves among the top echelons of the Asian legal world. The collaborative nature of its practices ensures that clients receive the quality of service that is essential in today’s competitive and challenging environment.

Tricor Singapore Pte. Ltd

Tricor Singapore Pte. Ltd was set up in October 2004, with the acquisition of parts of the business and expertise from PricewaterhouseCoopers, which had been operating for more than 100 years in Singapore. The business is conducted under the divisions of Tricor Barbinder Share Registration Services, Tricor Evatthouse Corporate Services, Tricor Business Outsourcing and Tricor Executive Resources and has a headcount of more than 250 staff.

Our experience gives us a thorough understanding of the markets in which we operate and enables us to serve your company with any services you may need in respect of setting up your operations in Singapore and maintaining it thereafter.

Singapore is very well positioned as a base for foreign businesses to expand into the region. We also provide a broad range of advice on doing business in the region and our network of offices may be utilized to provide a similar range of services throughout Asia.


Tricor CNP Corporate Services Pte. Ltd

Tricor CNP Corporate Services Pte. Ltd is a joint venture company between Tricor Singapore Pte. Ltd and Colin Ng & Partners LLP (CNP) which commenced its operation on 1 September 2008 to provide corporate services exclusively to clients of CNP.

The joint venture leverages on the relevant expertise and resources of both joint venture partners to offer comprehensive corporate services to our clients and to provide broader based services of Tricor Group which include Accounting; Company Formation, Company Secretarial & Corporate Governance; Executive Search & Selection; Share Registration; Fund, Payroll, Disbursement & Trust Administration and Offshore Structuring & Consulting.

CNP is an independent Singapore-based law firm with a regional focus, established in 1988. The firm has established itself amongst the top echelon of full-service law firms in Singapore, and its unrelenting commitment to quality work has been substantiated by mentions of CNP and various CNP Partners in leading legal publications such as the Asia Pacific Legal 500, Global Counsel, Leading Lawyers and AsiaLaw Profiles (amongst others) as well as the continuing loyalty and support of its many valued clients. CNP is recognized for its expertise in various practice areas, particularly Banking & Finance, Corporate & Commercial, Corporate Advisory, Capital Markets, Dispute Resolution, Real Estate and Intellectual Property and also has an active Private Clients Practice Group.

Tricor PrimePartners Corporate Services

Pte. Ltd.

Tricor PrimePartners Corporate Services Pte Ltd ('Tricor PrimePartners') is jointly-owned by Tricor Singapore Pte Ltd and PrimePartners Corporate Finance Holdings Pte Ltd. It leverages on the expertise and resources of both joint venture partners to provide corporate secretarial and corporate administrative services.

The joint venture offers a comprehensive range of services that takes companies through their business life cycle from incorporation and share registration at the time of establishment, through to corporate secretarial, accounting and tax, payroll and human-

resource services as companies grow and further

expand their operations. In addition, fund and treasury administration as well as offshore structuring

and consulting services are also available to clients,

associates and busines s partners.

With our vast resources and well established network

in the Asia Pacific region, Tricor PrimePartners is well placed to meet the changing needs of international

business in the new economy.

Our philosophy is to provide an integrated multi-

discipline and long-term package of corporate

services to worldwide clients.

Tricor IAG Fund Administration (Singapore)

Pte. Ltd.

Tricor IAG is the fund administration part of the Tricor suite of services. Tricor has taken a majority

stake in IAG’s Asian business. IAG is a Guernsey-

headquartered fund administer with over USD23 Billion in assets under administration.

We provide the full range of private equity fund administration services via our limited partnership

accounting platform Sunguard Investran from our

offices in Singapore and Hong Kong. Services include: Maintenance of investor registers; Preparation of

capital call/drawn down notices and managing the

call process; Maintenance of bank accounts and processing of payments; Preparation of quarterly

reports; Book keeping and the preparation of

statutory accounts and managing the audit process; Processing of distributions; Calculation

of carried interest; Convening of and attendance

at board meetings as company secretary along with preparation of board papers; and Provision of

directors for the General Partnership.


Singapore is an established leader in the fields of business and trade. Its strategic location, educated workforce and transparent business environment make it an ideal place to set up operations to service the local, regional or global market place.

About Singapore



Background

The Republic of Singapore is situated at the tip of the Malayan Peninsula in southeast Asia, and consists of the main island of Singapore and some 60 islets. The total land area, including the offshore islands, is 685.4 square kilometres. The population is approximately 4.2 million, of which about 25 per cent are non-Singaporeans. Despite the inherent limitations of a small population and lack of natural resources, Singapore has established itself as one of the world’s top trading nations, and is consistently voted as one of the best locations to set up and conduct business.

Singapore is fast becoming the strategic base to access the market place of 500 million people in southeast Asia and 2.8 billion people in Asia. Currently more than 6,000 multinational corporations and 10,000 small and medium-sized enterprises from around the world have set up base in Singapore.

Business Environment

The Singapore economy is based on the principle of free enterprise, with no restrictions on foreign ownership of business or employment of foreign expertise. There are also no limitations on the repatriation of profits and the import of capital. Singapore is one of the most important financial centres in Asia and is recognized as a global foreign exchange and derivative centre and one of Asia’s leading loan syndication centres. Fund management, risk/treasury management, stock market, general debt, venture-capital market, insurance and reinsurance, as well as cross-border electronic banking are important parts of the Singapore economy.

Singapore’s strategic location, as well as its efficient and competitive port facilities, makes it the world’s busiest port in terms of shipping tonnage. Singapore is the world’s second busiest container port. It is also the world’s top bunkering port and the third largest oil-refining centre.

As an international trading centre, Singapore operates as a free port with virtually no import or export duties on raw materials, equipment or products.

Singapore also strives to be a leader in providing top-class healthcare services and a world class info-communication industry. In recent years increased emphasis has been placed on research and

development in biotechnology.


Tricor Business Services offers efficient, effective and professional solutions that, in many cases, are more efficient and cost effective than deploying resources and tools in-house. We provide business support quickly and competently, especially for those specialist tasks that require an in-depth knowledge of rules and regulations. Outsourcing to Tricor business support functions such as accounting, payroll and trade services provides real value to your business.

We provide answers to issues such as regional skills shortage, obtaining uniform quality of administration throughout your operations and getting experienced support for routine functions while meeting all compliance and governance requirements. We enable you to open offices and start new operations quickly, allowing you to concentrate on your core business.

Business Services - Tricor Business Outsourcing

• Accounting & Financial Reporting • Cash & Payment Administration Services• Human Resource & Payroll Administration• Fund Administration• Other Services


Accounting & Financial Reporting

Growing businesses face the need to ensure that their accounting function is effectively and efficiently handled. As decisions are often taken based upon financial statements and reports, these must be accurate and reliable. Our experienced professionals provide extensive practical and technical assistance covering all aspects of the accounting function.

• Accounting services which include bookkeeping and maintenance of accounting records at entity level and consolidation of accounts

• Fund accounting services

• Provision of customized management reports

• Provision of accounting software packages

• Preparation of monthly, quarterly or annual financial statements

• Budget preparation and comparisons and analyses of key components of financial performance

• Registration for Goods & Services Tax (GST), Central Provident Fund (CPF)

• Business advisory services such as accounting reports and preparation of business plans

• Systems solutions consisting of a review of existing business operations and suggestions to increase efficiency

• Temporary staff secondments of our accounting professionals to assist over a busy period or for a specific project

Cash & Payment Administration Services

Tricor supports a diverse portfolio of clients ranging from small and medium-sized enterprises to multinational corporations with cash, fund and payment administration services. For smaller businesses where segregation of duties is an issue, our services function as additional internal control of company funds.

• Administration of cash funds deposited with us or in your own bank accounts

• Cash forecasting and processing of accounts receivables

• Account signatory services to arrange settlement of company obligations to suppliers, payroll, employee expense reimbursements and other fund transfers

Human Resources & Payroll Administration

Tricor offers a full range of outsourcing services for the management of payroll, personnel data and employee benefits. Our Asia-wide services are fully supported by our in-house computer systems and a dedicated team of professionals.

• Tailored solutions to meet your requirements

• Outsourcing services for specific functions or the entire human resource operation, such as payroll payments, provident and retirement funds, tax reporting of remuneration and taxable benefits, payroll history and cash management

• Compliance services relating to all reporting requirements of the Inland Revenue of Singapore (IRAS) and Central Provident Fund (CPF) in Singapore (or the equivalent in other jurisdictions)

• Benefits management (e-leave and e-claims) services through software as a service

Fund Administration

Tricor provides fund administration services at two levels.

At fund level, Tricor provides through Tricor IAG dedicated fund administration services to private equity, real estate and alternative assets funds in Hong Kong and Singapore.

At the level of special purpose vehicles (SPVs) of funds, Tricor provides through Tricor Singapore Pte Ltd and related entities support for establishment of SPVs, compliance with statutory requirements and accounting standards, and maintenance of good corporate governance.

For details of the relevant services, please visit Tricor IAG under Other Services: Fund Administration – Tricor IAG, and other specific services under our Business and Corporate Services.

Other Services

• Assisting with trade documentation

• Filing of Corporate Income Tax and Goods & Services Tax (GST) returns

• Members’ voluntary liquidations

Corporate Services – Tricor Evatthouse

Tricor Evatthouse Corporate Services offers an integrated, tailor-made package of corporate services which leaves busy executives of both private and listed companies time to concentrate on their core businesses. Our knowledge and understanding of all statutory, corporate governance and compliance requirements allows us to take care of both routine and the extraordinary matters efficiently, including local, regional and offshore incorporations, ongoing maintenance and corporate governance, restructuring, corporate advisory, stock option administration, immigration and relocation matters, setting up of personal wealth management structures and more. To assist and advise our clients, we work closely with international CPA/accounting firms, law firms, investment bankers, private bankers, financial and tax advisers in developing the appropriate solutions for their business needs.

• Business Establishment & Registration• Ongoing Maintenance, Administration and Corporate Governance• Listed Companies & Named Company Secretary Services• Liquidation, Dissolution and Cessation of Business• Company and Land Searches• Other Services



Ongoing Maintenance, Administration

and Corporate Governance

Tricor assists you with annual statutory and regulatory compliance in Singapore and other jurisdictions. Our experts advise on and assist with all aspects of company administration.

• Efficiency review of your company secretariat

• Monitoring statutory filing deadlines

• Advice on best practices and corporate governance

• Convening, facilitating and attending directors’ and shareholders’ meetings and preparing chairman’s scripts and minutes

• Corporate restructuring

• Alteration of constitution, changes in directors, secretary or auditors, changes of corporate name, transfers of shares, new issues of shares, rights and bonus issues, repurchase of shares, administration of share option schemes, among others

• Provision of registered office / correspondence address, resident secretary, nominee directors and shareholders, authorized representatives, escrow agents, service of process agents, among others

• Assisting with bank accounts opening

• Maintenance and advice on the proper maintenance of statutory registers and records

• Dealing with stamp duty payments and stamp duty relief

• Stock option administration

Business Establishment & Registration

Tricor Corporate Services includes the establishment of businesses in Singapore and various other jurisdictions, including Hong Kong, Bermuda, British Virgin Islands, Cayman Islands, Channel Islands, Isle of Man, Labuan, Macau, Mainland China, Republic of Mauritius, Taiwan and many others.

• Advice on the type of entity to be established and the optimal corporate structure

• Registration of the legal entity (Singapore company, branch, representative office, society, charity)

• Registration of the legal entity in various offshore jurisdictions including Bermuda, British Virgin Islands, Cayman Islands, Republic of Mauritius, among others.

• Registration for Goods & Services Tax (GST), Central Provident Fund (CPF) and trademarks

• Application for employment pass, permanent residence and citizenship for individuals and families

• Registration of licences and permits with various government departments


Listed Companies & Named Company Secretary Services

Tricor offers a comprehensive suite of services for your company before and after listing, from restructuring prior to flotation to essential support and outsourcing of functions on listing. Tricor’s highly experienced and qualified executives ensure that all regulatory requirements are met, and may act as Named Company Secretary for you as required.

• Publication of annual, interim and quarterly results

• Handling of share repurchase and issuance mandates

• Communicating with the Singapore Exchange Limited (SGX) and regulatory bodies on transactions and disclosure requirements and preparation of circulars and public announcements

• Establishment and maintenance of Registers / Index Books and preparation of all material necessary to comply with the Securities and Futures Ordinance

• Advising on best practices and corporate governance

• Handling of other special transactions such as disclosure of notifiable transactions, adoption of share option schemes, bonus issue of shares and warrants, payment of cash and/or scrip dividend, amendment of constitution or bye-laws and changes of corporate structure, among others

Liquidation, Dissolution & Cessation of Business

We offer expertise in the dissolution of companies. These services include the withdrawal of registration, arranging dormancy of legal entities and the cessation of business.

• Handling of deregistration / striking off of companies and withdrawal of licences

• Applying for dormant company status of Singapore companies

• Advising on closing down of companies / branches including attending to calculations of severance payments, among others

Company and Land Searches

Tricor provides company searches and land searches through our linkage to the systems at the Companies Registry, Land Registry and other business systems.

• Searches of companies and businesses at Accounting & Corporate Regulatory Authority (ACRA)

• Searches at Registrar of Societies

• Land Registry searches


Fund Administration

Tricor provides fund administration services at two levels.

At fund level, Tricor provides through Tricor IAG dedicated fund administration services to private equity, real estate and alternative assets funds in Hong Kong and Singapore.

At the level of special purpose vehicles (SPVs) of funds, Tricor provides through Tricor Singapore Pte Ltd and related entities support for establishment of SPVs, compliance with statutory requirements and accounting standards, and maintenance of good corporate governance.

Other Services

Tricor sets up, in close cooperation with tax and legal advisers, personal wealth management structures, including discretionary trusts, unit trusts or family trusts, to look after your wealth in a safe and tax-efficient manner.

• Arranging for trustees and trust administration services including the ongoing administration and distribution of trust income and assets

• Providing whistleblowing services including the setting up of hotlines and transcribing calls

• Business Centre Services including maintaining telephone and fax lines for clients

• For public companies, acting as Independent Scrutineers at any voting by poll particularly where the auditors, secretarial advisers, lawyers or share registrars may be conflicted out due to independence concerns

Tricor Barbinder has been providing share registration services to public listed companies for more than 40 years, acting as the Share Registrar and maintaining the Registers of Members. We are one of the largest providers of share registration services in Singapore, representing a significant number of companies listed on the Singapore Exchange Ltd (SGX). We offer a unique one-stop solution for all corporate and investor-related issues and work closely with our clients, law firms, corporate finance consultants, the Singapore Exchange Securities Trading Ltd (SGX-ST) and the Central Depository (Pte) Limited (CDP) on our clients’ proposed corporate actions.

Investor Services - Tricor Barbinder

• Initial Public Offerings (IPO)• Shareholder Register Maintenance• Shareholder Communications and Intelligence• Meeting Management• Corporate Actions



Initial Public Offerings (IPO)

Tricor Barbinder can assist your company throughout the entire IPO process with a comprehensive package of support services. The scope of our work in an IPO process includes the following:

• Assistance for your company to arrange for share certificates, and share seal and facsimile signature plates for use on share certificates

• Assistance for existing shareholders to lodge their shares into their securities accounts with CDP

• Assistance for vendors to deposit and transfer their shares in favour of CDP

• Endorsement of moratorium clauses on relevant share certificates in accordance with the prospectus

• Setting up of Registers of Members for your company

• Processing of manual application forms and monies received including reserved and placement share applications

• Upload file containing all manual share applications to CDP and SGX-ST for crediting

Shareholder Register Maintenance

We act as share and warrant principal registrars and transfer agents for companies listed on the SGX-ST. The scope of our work in the maintenance of the

Registers of Members includes the following:

• Registration of share / warrant transfers / splits / transmission

• Conversion of convertible securities to shares

• Exercise of share options

• Registration of probate, power of attorney and other related documents

• Handling of dividend payments

• Preparing shareholders’ statistics for disclosure in annual report

• Dealing with enquiries from shareholders and the

public

Shareholder Communications

Tricor Barbinder assists with all aspects of shareholder communications. We have expertise in both statutory communications as well as marketing and corporate communications to shareholders of listed companies. Such communications include the following:

• Summary financial reports

• Annual reports

• Interim reports

• Shareholder circulars

• Notices

Shareholder Communications

Tricor Barbinder provides support for shareholders’ general meetings. Tricor’s services include the

following:

• Preparing proxy voting and attendance lists

• Checking and validating proxy forms

• Marking attendance at general meetings

• Acting as polling agent

Corporate Actions

Tricor Barbinder also provides specialist registration services to listed companies undertaking a variety of

restructuring projects and corporate actions. Such

actions include the following:

• Scheme of Arrangement

• Privatization

• General offer / Cash offer

• Capital reduction

• Mergers and takeovers

• Rights or bonus issue

• Placing or removal of shares

• Repurchase and cancellation of shares

• Distribution in specie

Tricor Executive Resources maintains an unrivalled track record for integrity and professionalism, based on providing the highest quality search & selection services executed by experienced consultants with specialist resources and expertise.

Executive Resources

• Executive Search & Selection• HR Advisory Services



At Tricor Executive Resources, our mission is to give you the best in value and be the best in what we do. We provide you with the following:

• Breadth of management knowledge and information to assist you in making the best decision in the selection of key executives

• A proven track record that contributes to achieving a positive initial impression and the trust which is so important throughout the recruitment process

• A history of building strategic, long-term relationships by providing meticulous care and professionalism at each stage of the assignment

• An established network of contacts with experience in recruiting in local and regional markets

• Up-to-date knowledge of the recruitment market across many industries and sectors

• Independent assessment of the job, candidate specifications and related organizational issues

• Advice on market availability and remuneration packages for Singapore, Hong Kong, Mainland China and the region

• Flexibility in providing both search & selection services to meet your recruitment needs

Executive Search and Selection

• Executive Search

A comprehensive headhunting service where focused research, intense sourcing and a targeted approach are used to identify qualified candidates within the appropriate industry sector.

• Executive Selection

Candidates are generated from advertising, in local and regional media, as well as our comprehensive database of candidates, and through our extensive network in the market.

• International and Cross-border Recruitment

Appointment of executives for positions to be based in Singapore and throughout the region are identified locally and overseas. We are able to identify and recommend individuals who are willing to relocate to countries in the region.

HR Advisory Services

• Organization Review

• Salary and Benefits Advice

• Outplacement and Career Counselling

• Job Descriptions

• Psychometric Testing

Our Global Reach

OTHER OFFICES

AUSTRALIATricor Chew Pty [email protected]

BARBADOSTricor Caribbean LimitedCaribbean Corporate Services [email protected]

BRITISH VIRGIN ISLANDSTricor Services (BVI) [email protected]

BRUNEITricor (B) Sdn [email protected]

CAYMAN ISLANDSTricor Services (Cayman Islands) [email protected]

DUBAI UAETricor Praesidium [email protected]

INDIASKP Tricor Corporate Services Pvt [email protected]

CHINA and HONG KONG

(HEAD OFFICE)

HONG KONGTricor Services [email protected]

MAINLAND CHINATricor Consultancy (Beijing) [email protected]

MACAUTricor Services (Macau) [email protected]

www.cn.tricorglobal.com

INDONESIAPT Amalgamated [email protected]

IRELANDMBSL [email protected]

JAPANTricor [email protected]

KOREAInternational Outsourcing [email protected]

LABUANTricor Trustco (Labuan) [email protected]

MALAYSIATricor Services (Malaysia) Sdn [email protected]

SINGAPORETricor Singapore Pte [email protected]

THAILANDTricor Outsourcing (Thailand) LimitedTricor Executive Recruitment [email protected]

UNITED KINGDOMTricor Services Europe [email protected]

VIETNAMTricor Vietnam Company [email protected]

SINGAPORE

Tricor Singapore Pte Ltd80 Robinson Road#02-00, Singapore 068898Tel: (65) 6236 3333Fax: (65) 6236 [email protected]

HONG KONG (HEAD OFFICE)

Tricor Services LimitedLevel 54 Hopewell Centre 183 Queen’s Road East Hong Kong Tel: (852) 2980 1888 Fax: (852) 2861 0285 [email protected]

The Business Enablers - Tricor SINGAPORE PTE LTD 1 Tricor Group (Tricor) is a global provider of...

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