valuemax ipo (clean)

7/27/2019 ValueMax IPO (Clean)

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THIS IS A PRELIMINARY PROSPECTUS AND IS SUBJECT TO FURTHER AMENDMENTS AND COMPLETION IN THE FINALPROSPECTUS TO BE REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE (THE AUTHORITY). THIS PRELIMINARYPROSPECTUS IS DATED 30 SEPTEMBER 2013 AND HAS BEEN LODGED WITH THE AUTHORITY ON 30 SEPTEMBER 2013.

IMPORTANT NOTE

Neither this Preliminary Prospectus nor any copy may be taken or transmitted to any country where distribution or dissemination of thisPreliminary Prospectus is prohibited.

This Preliminary Prospectus is being furnished to you on a confidential basis and solely for your information and may not be reproduced,disclosed, circulated or otherwise distributed to any other person. By accepting this Preliminary Prospectus, you agree to be bound by thelimitations and restrictions described herein.

This Preliminary Prospectus does not constitute an offer or invitation to subscribe for any securities and neither this Preliminary Prospectus noranything contained herein shall form the basis of any contract or commitment whatsoever. No person shall be bound to enter into any contractor binding legal commitment and no monies or other form of consideration is to be accepted on the basis of this Preliminary Prospectus. No

offer or invitation to subscribe for any securities to which this Preliminary Prospectus relates shall be made or received on the basisof this Preliminary Prospectus. No agreement to subscribe for any securities to which this Preliminary Prospectus relates shall bemade on the basis of this Preliminary Prospectus. This Preliminary Prospectus does not constitute an offer or invitation in relation to anysecurities to which this Preliminary Prospectus relates in any place in which or to any person to whom, it would be unlawful to make such anoffer or invitation. The information in this Preliminary Prospectus is subject to further verification of, and updating, revision, amendments andcompletion in the final Prospectus. Any decision to subscribe for securities must be made solely on the basis of information contained in thefinal Prospectus or other offering document which may be issued by ValueMax Group Limited, which information may be different from theinformation contained in this Preliminary Prospectus.

This Preliminary Prospectus has been lodged with the Authority. The Prospectus in its final form may be registered by the Authority between 7and 21 days from the date of lodgement of this Preliminary Prospectus, provided that this Prospectus in its final form is lodged with theAuthority and upon the provision of certain information by us to the Authority required under the Securities and Futures Act (Chapter 289) ofSingapore unless the Authority extends the period (the Exposure Period) in accordance with the Securities and Futures Act (Chapter 289) ofSingapore. The purpose of the Exposure Period is to enable the examination of this Preliminary Prospectus by investors and marketparticipants prior to the raising of funds. The examination may result in the identification of deficiencies in this Preliminary Prospectus and inthese circumstances, this Preliminary Prospectus may be amended. Any reference to the term Prospectus shall, unless the context otherwiserequires, refer to this Preliminary Prospectus.

As at the date of this Preliminary Prospectus, ValueMax Group Limited has not yet been converted to a public limited company and shall be

converted into a public limited company before the registration of the final Prospectus.REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE ON []

This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax, or otherprofessional adviser.

We have applied to the Singapore Exchange Securities Trading Limited (the SGX-ST) for permission to deal in and for quotation of all ourordinary shares (the Shares) in the capital of ValueMax Group Limited (the Company) already issued, the New Shares (as defined herein)which are the subject of this Invitation (as defined herein) and the new Shares which may be issued upon the vesting of the Awards (asdefined herein) granted pursuant to the ValueMax Performance Share Plan (as defined herein) (the Award Shares). Such permission will begranted when we have been admitted to the Official List of the SGX-ST. The dealing in and quotation of our Shares will be in Singaporedollars. Prior to the Invitation, there has been no public market for our Shares.

Acceptance of applications for the New Shares will be conditional upon, inter alia, the issue of the New Shares and permission being grantedto deal in and for quotation of all of our existing issued Shares, the New Shares and the Award Shares. If completion of the Invitation does notoccur because permission is not granted or for any other reason, monies paid in respect of any application accepted will be returned to you,subject to applicable laws, at your own risk, without interest or any share of revenue or other benefit arising therefrom, and you will not haveany claim against us, the Issue Manager, the Underwriter or the Placement Agent (all as defined herein).

The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this

Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company, ourSubsidiaries (as defined herein), our existing issued Shares, the New Shares or the Award Shares.

A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the Authority) on 30 September2013 and [] respectively. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by theAuthority does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, havebeen complied with. The Authority has not, in any way, considered the merits of our existing issued Shares, the New Shares and the AwardShares, as the case may be, being offered for investment. We have not lodged or registered this Prospectus in any other jurisdiction.

No Shares shall be allotted on the basis of this Prospectus later than six (6) months after the date of registration of this Prospectus by theAuthority.

Investing in our shares involves risks which are described in the section entitled Risk Factors of this Prospectus.

ValueMax Group Limited(Incorporated in the Republic of Singapore on 7 August 2003)

(Company Registration Number: 200307530N)

Invitation in respect of [] New Shares comprising:

(a) [] Offer Shares at $[] each by way of Public Offer; and

(b) [] Placement Shares at $[] each by way of Placement,

payable in full on application.

Issue Manager, Underwriter and Placement Agent

CANACCORD GENUITY SINGAPORE PTE. LTD.(Incorporated in the Republic of Singapore)

(Company Registration Number: 200713620D)

Applications should be received by 12:00 noon on [] or such further period or periods as our Directors may, in consultation with the IssueManager, Underwriter and Placement Agent, in their absolute discretion, decide, subject to any limitations under all applicable laws.T

hisisaPreliminaryProspectus.

TheinformationinthisPreliminaryProspectusisnotcompleteandissubjecttofurtheramendmentsandcompletioninthefinalProsp

ectustoberegisteredbytheAuthority.

Underno

circumstancesshallthisPreliminary

Prospectusconstitute

anoffertoselloranysolicitationofanoffertobuy,norshalltherebeanysaleofsecuritiesonthebasisofthisPreliminaryProspectusinanyjurisdiction.

ThisPreliminaryProspectushasbeenlodgedwiththeAuthoritywhotakesno

responsibilityforitscontents.

Certaininformation(includingdatesandtim

es)andstatementsinthisPreliminaryProspectu

srefertoeventswhichhavenotoccurredorbeen

completed,andmayormaynothavebeencomp

letedbythetimethefinalProspectus

isregisteredbytheAuthority,whichmayormaynotoccur.Wemayno

tsellourSharesuntiltheProspectusisdelivere

dinfinalform.

Apersontowhom

acopyofthis

PreliminaryProspectusisissuedmustnotcirculatethiscopytoanyotherperson.

By

acceptingthisPrelimin

aryProspectus,youagreetobeboundbythelimitationsandrestrictionssetoutherein.


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CORPORATE INFORMATION ............................................................................................................ 4

DEFINITIONS ...................................................................................................................................... 6

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS...................................... 13

PROSPECTUS SUMMARY ................................................................................................................ 15

THE INVITATION.................................................................................................................................. 19

DETAILS OF THE INVITATION ...................................................................................................... 23

INVITATION STATISTICS ................................................................................................................ 24

PLAN OF DISTRIBUTION .............................................................................................................. 26

SELLING RESTRICTIONS .................................................................................................................. 28

CLEARANCE AND SETTLEMENT .................................................................................................... 30

INDICATIVE TIMETABLE FOR LISTING ............................................................................................ 31

USE OF PROCEEDS AND LISTING EXPENSES .............................................................................. 32

RISK FACTORS .................................................................................................................................. 34

RISKS RELATING TO OUR BUSINESS AND INDUSTRY ............................................................ 34

RISKS RELATING TO OUR OPERATIONS IN MALAYSIA ............................................................ 43

RISKS RELATING TO INVESTMENT IN OUR SHARES .............................................................. 45

EXCHANGE CONTROLS .................................................................................................................... 48

DIVIDEND POLICY .............................................................................................................................. 49

CAPITALISATION AND INDEBTEDNESS.......................................................................................... 50

DILUTION ............................................................................................................................................ 54

GENERAL INFORMATION OF OUR GROUP .................................................................................... 56

OUR HISTORY................................................................................................................................ 56

RESTRUCTURING EXERCISE ...................................................................................................... 59

GROUP STRUCTURE .................................................................................................................... 63OUR SUBSIDIARIES AND ASSOCIATED COMPANIES .............................................................. 65

BUSINESS OVERVIEW .................................................................................................................. 68

OUR BUSINESS PROCESS .......................................................................................................... 70

OUR OUTLETS .............................................................................................................................. 77

SEASONALITY................................................................................................................................ 78

BRANDING AND MARKETING ...................................................................................................... 78

AWARDS AND CERTIFICATES...................................................................................................... 79

CUSTOMER RELATIONSHIP MANAGEMENT .............................................................................. 79

RESEARCH AND DEVELOPMENT................................................................................................ 79

STAFF TRAINING AND DEVELOPMENT ...................................................................................... 79

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CORPORATE SOCIAL RESPONSIBILITY .................................................................................... 80

INTELLECTUAL PROPERTY.......................................................................................................... 81

INTERNAL CONTROL AND RISK MANAGEMENT ...................................................................... 84

INSURANCE .................................................................................................................................. 88

PROPERTIES AND FIXED ASSETS.............................................................................................. 89

CREDIT MANAGEMENT ................................................................................................................ 91

INVENTORY MANAGEMENT ........................................................................................................ 92

MAJOR CUSTOMERS.................................................................................................................... 93

MAJOR SUPPLIERS ...................................................................................................................... 95

LICENCES AND PERMITS ............................................................................................................ 96

COMPETITION................................................................................................................................ 99

COMPETITIVE STRENGTHS ........................................................................................................ 100

SELECTED COMBINED FINANCIAL INFORMATION ...................................................................... 102

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS ANDFINANCIAL POSITION ........................................................................................................................ 105

PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS...................................................... 127

PROSPECTS .................................................................................................................................. 127

TREND INFORMATION .................................................................................................................. 128

ORDER BOOK................................................................................................................................ 129

BUSINESS STRATEGIES AND FUTURE PLANS.......................................................................... 129

SHARE CAPITAL AND SHAREHOLDERS ........................................................................................ 131

SHARE CAPITAL ............................................................................................................................ 131

SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP.................................................... 133

SHAREHOLDERS .......................................................................................................................... 135

MORATORIUM................................................................................................................................ 136

DIRECTORS, MANAGEMENT AND STAFF ...................................................................................... 137

MANAGEMENT REPORTING STRUCTURE ................................................................................ 137

DIRECTORS .................................................................................................................................. 137

EXECUTIVE OFFICERS ................................................................................................................ 144

MATERIAL BACKGROUND INFORMATION ON OUR DIRECTORS, EXECUTIVE OFFICERSAND CONTROLLING SHAREHOLDERS ...................................................................................... 146

SERVICE AGREEMENTS .............................................................................................................. 148

DIRECTORS AND EXECUTIVE OFFICERS REMUNERATION .................................................. 151

PENSION OR RETIREMENT BENEFITS ...................................................................................... 151

EMPLOYEES .................................................................................................................................. 151

VALUEMAX PERFORMANCE SHARE PLAN................................................................................ 153

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INTERESTED PERSON TRANSACTIONS AND CONFLICTS OF INTERESTS .............................. 158

INTERESTED PERSONS .............................................................................................................. 158

PAST INTERESTED PERSON TRANSACTIONS .......................................................................... 160

PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS...................................... 164

GUIDELINES AND REVIEW PROCEDURES FOR FUTURE INTERESTED PERSONTRANSACTIONS ............................................................................................................................ 169

POTENTIAL CONFLICTS OF INTERESTS.................................................................................... 171

CORPORATE GOVERNANCE ............................................................................................................ 175

AUDIT COMMITTEE ...................................................................................................................... 175

REMUNERATION COMMITTEE .................................................................................................... 177

NOMINATING COMMITTEE .......................................................................................................... 177

BOARD PRACTICES ...................................................................................................................... 178

OTHER GENERAL INFORMATION .................................................................................................... 179

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF VALUEMAXGROUP LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL YEARSENDED 31 DECEMBER 2010, 2011 AND 2012 ...................................................... A-1

APPENDIX B UNAUDITED INTERIM COMBINED FINANCIAL STATEMENTS OF VALUEMAXGROUP LIMITED AND ITS SUBSIDIARIES FOR THE THREE-MONTHPERIOD ENDED 31 MARCH 2013 .......................................................................... B-1

APPENDIX C UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OFVALUEMAX GROUP LIMITED AND ITS SUBSIDIARIES FOR THE FINANCIAL

YEAR ENDED 31 DECEMBER 2012 AND THE THREE-MONTH PERIODENDED 31 MARCH 2013 ........................................................................................ C-1

APPENDIX D GOVERNMENT REGULATIONS.............................................................................. D-1

APPENDIX E TAXATION ................................................................................................................ E-1

APPENDIX F DESCRIPTION OF ORDINARY SHARES .............................................................. F-1

APPENDIX G SUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OURCOMPANY ................................................................................................................ G-1

APPENDIX H RULES OF THE VALUEMAX PERFORMANCE SHARE PLAN ............................ H-1

APPENDIX I TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION ANDACCEPTANCE.......................................................................................................... I-1

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BOARD OF DIRECTORS : Phua Tin How(Non-Executive Chairman and Independent Director)Yeah Hiang Nam(Managing Director and CEO)Yeah Lee Ching

(Executive Director Valuation and Wholesale)Yeah Chia Kai, Steven(Executive Director Pawnbroking and Retail)Lim Tong Lee(Independent Director)Lim Hwee Hai(Independent Director)

COMPANY SECRETARY : Lotus Isabella Lim Mei Hua(FCIS, MBA)

REGISTERED OFFICE : 213 Bedok North Street 1#01-121Singapore 460213

SHARE REGISTRAR AND SHARE : Tricor Barbinder Share Registration ServicesTRANSFER OFFICE (a division of Tricor Singapore Pte. Ltd.)

80 Robinson Road#02-00Singapore 068898

ISSUE MANAGER, UNDERWRITER : Canaccord Genuity Singapore Pte. Ltd.AND PLACEMENT AGENT 77 Robinson Road

#21-02Singapore 068896

REPORTING AUDITORS : Ernst & Young LLPOne Raffles QuayLevel 18 North TowerSingapore 048583

Partner-in-charge: Max Loh Khum Whai(Chartered Accountant, a member of the Institute ofSingapore Chartered Accountants)

SOLICITORS TO THE INVITATION : ATMD Bird & Bird LLPAND LEGAL ADVISERS TO THE 2 Shenton Way

COMPANY ON SINGAPORE LAW #18-01 SGX Centre 1Singapore 068804

SOLICITORS TO THE ISSUE : TSMP Law CorporationMANAGER, UNDERWRITER 6 Battery RoadAND PLACEMENT AGENT Level 41

Singapore 049909

LEGAL ADVISERS TO THE : Tay & PartnersCOMPANY ON MALAYSIAN LAW 6th Floor, Plaza See Hoy Chan

Jalan Raja Chulan50200 Kuala LumpurMalaysia

CORPORATE INFORMATION

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RECEIVING BANKER : United Overseas Bank Limited80 Raffles PlaceUOB PlazaSingapore 048624

PRINCIPAL BANKERS : United Overseas Bank Limited80 Raffles PlaceUOB PlazaSingapore 048624

Oversea-Chinese Banking Corporation Limited65 Chulia Street#09-00 OCBC CentreSingapore 049513

DBS Bank Ltd.12 Marina BoulevardDBS Asia Central @ MBFC Tower 3Singapore 018982

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In this Prospectus and the accompanying Application Forms and, in relation to Electronic Applications,the instructions appearing on the screens of the ATMs of Participating Banks and the IB websites of theParticipating Banks, unless the context otherwise requires, the following definitions apply throughoutwhere the context so admits:

Companies within our GroupCompany or ValueMax : ValueMax Group Limited

Group : Our Company, our subsidiaries and our associatedcompanies as at the date of this Prospectus

Subsidiaries

Ban Soon Pawnshop : Ban Soon Pawnshop Pte. Ltd.

Spring Jewellery (SG) : Spring Jewellery (SG) Pte. Ltd.

ValueMax Corporate Services : ValueMax Corporate Services Pte. Ltd.

ValueMax International : ValueMax International Pte. Ltd.

ValueMax Management : ValueMax Management Pte. Ltd.

ValueMax Pawnshop : ValueMax Pawnshop Pte. Ltd.

ValueMax Pawnshop (BD) : ValueMax Pawnshop (BD) Pte. Ltd.

ValueMax Pawnshop (BK) : ValueMax Pawnshop (BK) Pte. Ltd.

ValueMax Pawnshop (CCK) : ValueMax Pawnshop (CCK) Pte. Ltd.

ValueMax Pawnshop (EL) : ValueMax Pawnshop (EL) Pte. Ltd.

ValueMax Pawnshop (JP) : ValueMax Pawnshop (JP) Pte. Ltd.

ValueMax Pawnshop (PR) : ValueMax Pawnshop (PR) Pte. Ltd.

ValueMax Pawnshop (SG) : ValueMax Pawnshop (SG) Pte. Ltd.

ValueMax Pawnshop (WL) : ValueMax Pawnshop (WL) Pte. Ltd.

ValueMax Precious Metals : ValueMax Precious Metals Pte. Ltd.

ValueMax Retail : ValueMax Retail Pte. Ltd.

VMM Holdings : VMM Holdings Sdn Bhd

Associated companies

Ban Lian Pawnshop : Ban Lian Pawnshop Pte. Ltd.

Kedai Emas Well Chip : Kedai Emas Well Chip Sdn Bhd

Kedai Pajak Well Chip : Kedai Pajak Well Chip Sdn Bhd

Pajak Gadai Bintang : Pajak Gadai Bintang Sdn Bhd

DEFINITIONS

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Soon Hong Pawnshop : Soon Hong Pawnshop Pte. Ltd.

SYT Pavilion : SYT Pavilion Sdn Bhd

Thye Shing Pawnshop : Thye Shing Pawnshop Sdn Bhd

Investee companies

Ban Seng Pawnshop : Ban Seng Pawnshop Pte. Ltd.

Fook Loy Trading : Fook Loy Trading Pte. Ltd.

Other Corporations and Organisations

CDP : The Central Depository (Pte) Limited

CPF : The Central Provident Fund

Dormant Jewellery : Dormant Jewellery Pte. Ltd.

Dormant2 Jewellery : Dormant2 Jewellery Pte. Ltd.

Golden Goldsmith : Golden Goldsmith Jewellers

Goldjew : Goldjew Sdn Bhd

Great Prompt : Great Prompt Sdn Bhd

IRAS : Inland Revenue Authority of Singapore

Issue Manager or Underwriter : Canaccord Genuity Singapore Pte. Ltd.

or Placement Agent or CanaccordGenuity

MAS or Authority : The Monetary Authority of Singapore

Participating Banks : United Overseas Bank Limited and its subsidiary, FarEastern Bank Limited (the UOB Group), DBS Bank Ltd.(including POSB) (DBS Bank) and Oversea-ChineseBanking Corporation Limited (OCBC Bank), and each aParticipating Bank

SGX-ST : Singapore Exchange Securities Trading Limited

Yeah Capital : Yeah Capital Pte. Ltd.

Yeah Holdings : Yeah Holdings Pte. Ltd., a family investment holdingcompany held by Yeah Hiang Nam, Tan Hong Yee, Yeah LeeChing, Yeah Chia Kai, Steven and Yeah Chia Wei

Yeah Properties : Yeah Properties Pte. Ltd.

General

1Q : Financial period ended or, as the case may be, ending 31March

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DEFINITIONS


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Application Forms : The official printed application forms to be used for thepurpose of the Invitation which form part of this Prospectus

Application List : The list of applications for subscription of the New Shares

Articles of Association : Articles of association of our Company

ATM : Automated teller machine of a Participating Bank

Audit Committee : The audit committee of our Company as at the date of thisProspectus, unless otherwise stated

Award : A contingent award of Shares granted pursuant to the rulesof the ValueMax Performance Share Plan, details of whichmay be found in the section entitled Directors, Managementand Staff ValueMax Performance Share Plan of thisProspectus

Award Shares : The Shares which may be issued upon the vesting of theAwards pursuant to the ValueMax Performance Share Plan

Board or Board of Directors : The board of Directors of our Company as at the date of thisProspectus, unless otherwise stated

Business Transfer : The business transfer of the gold trading and retail of pre-owned jewellery businesses of Yeah Capital and Dormant2Jewellery respectively, to our Group, pursuant to theBusiness Transfer Agreements

Business Transfer Agreements : The business transfer agreements dated 1 January 2013

and 1 February 2013, as amended, pursuant to whichValueMax Precious Metals and Spring Jewellery (SG)acquired the respective businesses of Yeah Capital andDormant2 Jewellery

CEO : Chief Executive Officer

Companies Act : The Companies Act, Chapter 50 of Singapore, as amended,supplemented or modified from time to time, and itssubsidiary legislation

Consumer Protection (Fair Trading) : The Consumer Protection (Fair Trading) Act, Chapter 52A of

Act or CPFTA Singapore, as amended, supplemented or modified fromtime to time, and its subsidiary legislation

Directors : The directors of our Company as at the date of thisProspectus, unless otherwise stated

Electronic Applications : Applications for the Offer Shares made through an ATM or IBwebsite of one of the Participating Banks, subject to and onthe terms and conditions set out in this Prospectus

EPS : Earnings per share

Executive Directors : The executive Directors of our Company as at the date of

this Prospectus, unless otherwise stated

DEFINITIONS

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Executive Officers : The executive officers of our Company as at the date of thisProspectus, unless otherwise stated

fine gold bars : Gold bars with a minimum purity of 99.5%

FRS : Singapore Financial Reporting Standards

FY : Financial year ended or, as the case may be, ending 31December

GDP : Gross Domestic Product

Golden Goldsmith SPA : The sale and purchase agreement dated 6 August 2013entered into between our Company and Golden Goldsmith,pursuant to which our Group acquired all the inventory ofGolden Goldsmith

Gross Margin Scheme : A GST scheme under which GST is accounted for on thegross margin instead of the full value of the goods supplied

GST : Goods and Services Tax

IB : Internet banking

Independent Directors : The non-executive independent Directors of our Company asat the date of this Prospectus, unless otherwise stated

Invitation : Our invitation to the public in Singapore to subscribe for theNew Shares at the Issue Price, subject to and on the termsand conditions set out in this Prospectus

Issue Price : $[] for each New Share

Latest Practicable Date : 16 September 2013, being the latest practicable date prior tothe lodgement of this Prospectus with the Authority

Listing Date : The date on which our Shares commence trading on theSGX-ST

Listing Manual : The Listing Manual of the SGX-ST, as amended,supplemented, or modified from time to time

: The agreements dated 12 August 2013 entered into betweenour Company, Goldjew, Great Prompt, as well as ourManaging Director and CEO, Yeah Hiang Nam, and hisnominees, pursuant to which our Company acquired 46.6%of the issued share capital of each of Kedai Emas Well Chip,Kedai Pajak Well Chip, SYT Pavilion and Thye ShingPawnshop

Market Day : A day on which the SGX-ST is open for trading in securities

Memorandum : Memorandum of association of our Company

Moneylenders Act : The Moneylenders Act, Chapter 188 of Singapore, as

amended, supplemented or modified from time to time, andits subsidiary legislation

Malaysian Share RestructuringAgreements

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NAV : Net asset value

New Shares : The [] new Shares for which our Company invitesapplications to subscribe for pursuant to the Invitation,subject to and on the terms and conditions set out in this

Prospectus

Nominating Committee : The nominating committee of our Company as at the date ofthis Prospectus, unless otherwise stated

NTA : Net tangible assets

Offer Shares : The [] New Shares which are the subject of the Public Offer

Pawnbrokers Act : The Pawnbrokers Act, Chapter 222 of Singapore, asamended, supplemented or modified from time to time, andits subsidiary legislation, including but not limited to thePawnbrokers Rules

Period Under Review : The financial period which comprises FY2010, FY2011,FY2012 and 1Q2013

Placement : The placement of the Placement Shares at the Issue Priceby the Placement Agent on behalf of our Company, subjectto and on the terms and conditions set out in this Prospectus

Placement Shares : The [] New Shares which are the subject of the Placement

Prospectus : This prospectus dated [] issued by our Company in respectof the Invitation

Public Offer : The offer by our Company to the public in Singapore forsubscription of the Offer Shares at the Issue Price, subject toand on the terms and conditions set out in this Prospectus

reconditioning : The process of refurbishing, repairing and polishing

Remuneration Committee : The remuneration committee of our Company as at the dateof this Prospectus, unless otherwise stated

Restructuring Exercise : The restructuring exercise implemented in connection withthe Invitation, more fully described in the section entitled

General Information of Our Group RestructuringExercise of this Prospectus

Secondhand Goods Dealers Act : The Secondhand Goods Dealers Act, Chapter 288A ofSingapore, as amended, supplemented or modified fromtime to time, and its subsidiary legislation

Securities Account : The securities account maintained by a depositor with CDP,excluding a securities sub-account

Securities and Futures Act or SFA : The Securities and Futures Act, Chapter 289 of Singapore,as amended, supplemented or modified from time to time,and its subsidiary legislation

DEFINITIONS

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Service Agreements : The service agreements entered into between our Companyand our Executive Directors, Yeah Hiang Nam, Yeah LeeChing and Yeah Chia Kai, Steven as described in the sectionentitled Directors, Management and Staff ServiceAgreements of this Prospectus

SFR : Securities and Futures (Offers of Investments) (Shares andDebentures) Regulations 2005, as amended, supplementedor modified from time to time

Shares : The ordinary shares in the capital of our Company

Shareholders : Registered holders of Shares, except where the registeredholder is CDP, the term Shareholders shall, in relation tosuch Shares mean the depositors whose SecuritiesAccounts are credited with Shares

Share Purchase Agreement : The share purchase agreement dated 1 August 2013entered into between our Company and certain shareholdersof our subsidiaries and associated companies in connectionwith the Restructuring Exercise

Sub-division : The sub-division of 6,084,584 Shares in the issued share

capital of our Company into [] Shares

ValueMax Performance Share Plan : The ValueMax Performance Share Plan, adopted by our

Company on [], the terms of which are set out in thesection entitled Rules of the ValueMax Performance SharePlan as set out in Appendix H of this Prospectus

Yeah Family : Yeah Hiang Nam, Tan Hong Yee, Yeah Lee Ching, Yeah ChiaKai, Steven, and Yeah Chia Wei

Currencies, Units and Others

RM or ringgit : Malaysia Ringgit, the lawful currency of Malaysia

S$ or $ and cents : Singapore dollars and cents respectively, the lawful currencyof the Republic of Singapore

sq ft : Square feet

sqm : Square metres

US$ : United States dollars, the lawful currency of the UnitedStates of America

% or per cent : Percentage

Names used in this Prospectus Names in National Registration Identity Card (NRIC)

Carol Liew : Liew Shue Ching Carol

Phua Tin How : Phua Tin How @ Phua Tin Wei

Yeah Chia Kai, Steven : Yeah Chia Kai

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Yeah Hiang Nam : Yeah Hiang Nam @ Yeo Hiang Nam

Yeah Lee Ching : Yeah Lee Ching (Yao Lizhen)

The expressions Associate, Associated Company, Associated Entity, Controlling Shareholders,Related Corporation, Related Entity, Entity At Risk, Interested Person, Interested PersonTransaction, Subsidiary and Substantial Shareholder shall have the meanings ascribed to the termsassociate, associated company, associated entity, controlling shareholders, related corporation,related entity, entity at risk, interested person, interested person transaction, subsidiary andsubstantial shareholder respectively in the Securities and Futures Act, the Fourth Schedule of the SFR,the Companies Act and/or the Listing Manual.

The expressions our, ourselves, us, we or our Group or other grammatical variations thereof shall,unless otherwise stated, refer to our Company and our subsidiaries and subsidiary entities taken as awhole.

The expression currently in a statement refers to the relevant state of affairs as at the Latest PracticableDate.

The terms depositor, depository agent and depository register shall have the same meaningsascribed to them respectively in Section 130A of the Companies Act.

Words importing the singular shall, where applicable, include the plural and vice versa and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter genders andvice versa. References to persons shall include corporations.

Any discrepancies in tables, graphs and/or charts included herein between the amounts listed and thetotals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be anarithmetic aggregation of the figures which precede them. All figures and percentages disclosed in this

Prospectus are rounded off.

Any reference in this Prospectus, the Application Forms and Electronic Applications to any statute orenactment is a reference to that statute or enactment for the time being amended or re-enacted. Anyword defined in the Companies Act, the Securities and Futures Act, or the Listing Manual and used inthis Prospectus, the Application Forms and Electronic Applications shall, where applicable, have themeaning ascribed to it under the Companies Act, the Securities and Futures Act, or the Listing Manual,as the case may be.

Any reference in this Prospectus, the Application Forms and Electronic Applications to our Shares beingallotted to an applicant includes allotment to CDP for the account of that applicant.

Any reference to a time of day in this Prospectus, the Application Forms and Electronic Applications shallbe a reference to Singapore time unless otherwise stated.

The information on our website or any website directly or indirectly linking to such websites does not formpart of this Prospectus and should not be relied on.

DEFINITIONS

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All statements contained in this Prospectus, statements made in press releases and oral statements thatmay be made by us or our Directors, Executive Officers or employees acting on our behalf, that are notstatements of historical fact, constitute forward-looking statements. You can identify some of thesestatements by forward-looking terms such as anticipate, believe, could, estimate, profit estimate,expect, intend, may, plan, will and would or similar words. However, you should note that these

words are not the exclusive means of identifying forward-looking statements. All statements regarding ourexpected financial position, profit estimate, business strategies, plans and prospects are forward-lookingstatements.

These forward-looking statements, including without limitations, statements as to:

(a) our revenue and profitability;

(b) our planned expansion;

(c) any expected growth;

(d) other expected industry trends; and

(e) anticipated completion of proposed plans and other matters discussed in this Prospectus regardingmatters that are not historical facts,

are only predictions.

These forward-looking statements involve known and unknown risks, uncertainties and other factors thatmay cause our actual results, performance or achievements to be materially different from any futureresults, performance or achievements expressed or implied by such forward-looking statements. Theserisks, uncertainties and other important factors include, amongst others, the following:

(a) changes in political, social and economic conditions and the regulatory environment in the places

in which we conduct our business;

(b) our anticipated growth strategies and expected internal growth;

(c) changes in competitive conditions and our ability to compete under these conditions;

(d) changes in currency exchange rates;

(e) changes in our future capital needs and the availability of financing and capital to fund theseneeds;

(f) other factors beyond our control; and

(g) the factors described in the section entitled Risk Factors of this Prospectus.

All forward-looking statements made by or attributable to us, or persons acting on our behalf, contained inthis Prospectus are expressly qualified in their entirety by such factors. Given the risks and uncertaintiesthat may cause our actual future results, performance or achievements to be materially different thanexpected, expressed or implied by the forward-looking statements in this Prospectus, we advise you notto place undue reliance on those statements. Each of our Company, and the Issue Manager, Underwriterand Placement Agent is not representing or warranting to you that our actual future results, performanceor achievements will be as discussed in those statements. Further, each of our Company, and the IssueManager, Underwriter and Placement Agent disclaims any responsibility to update any of those forward-looking statements to reflect future developments, events or circumstances for any reason, even if newinformation becomes available or other events occur in the future.

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We are, however, subject to the provisions of the Securities and Futures Act and the Listing Manualregarding corporate disclosure upon our admission to the Official List of the SGX-ST. In particular,pursuant to Section 241 of the Securities and Futures Act, if after the Prospectus is registered but beforethe close of the Invitation, our Company becomes aware of (a) a false or misleading statement or matterin the Prospectus; (b) an omission from the Prospectus of any information that should have been included

in it under Section 243 of the Securities and Futures Act; or (c) a new circumstance that has arisen sincethe Prospectus was lodged with the Authority and would have been required by Section 243 of theSecurities and Futures Act to be included in the Prospectus, if it had arisen before the Prospectus waslodged and that is materially adverse from the point of view of an investor, we may lodge asupplementary or replacement prospectus with the Authority.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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The information contained in this summary is derived from and should be read in conjunction with the fulltext of this Prospectus. Terms defined elsewhere in this Prospectus have the same meanings when usedherein. Prospective investors should read the entire Prospectus carefully, in particular the matters set outin the section entitled Risk Factors of this Prospectus, before making an investment decision.

OVERVIEW OF OUR GROUP AND OUR BUSINESS

We are involved in pawnbroking and the retail and trading of pre-owned jewellery and gold in Singapore.We have also invested in companies engaged in the businesses of pawnbroking and sale of pre-ownedjewellery through our associated companies in Singapore and Malaysia.

Please refer to the section entitled General Information of Our Group Business Overview of thisProspectus for more details.

OUR COMPETITIVE STRENGTHS

Our Directors believe that our competitive strengths are as follows:

Our Groups participation in the pawnbroking, pre-owned jewellery and gold industry value chainallows us to harness revenue from complementary sources;

Our network of associated companies in Malaysia provide us with an overseas presence;

We have a skilled, experienced and qualified work force;

We have an experienced and committed Board of Directors and management team;

We have developed our proprietary operational software and data management system;

We have an established market position with a network of pawnshops and pre-owned jewellery

retail outlets in strategic and convenient locations; and

We are an established and award-winning company, having been conferred the Singapore PrestigeBrand Award for Established Brands and the Enterprise 50 Award.

A detailed discussion of our competitive strengths is set out in the section entitled General Information ofOur Group Competitive Strengths of this Prospectus.

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OUR BUSINESS STRATEGIES AND FUTURE PLANS

We intend to implement the following business strategies and future plans:

Acquisition of businesses in Singapore and through our associated companies in Malaysia;

Setting up of new pawnshops and pre-owned jewellery retail outlets in Singapore and othercountries, as well as through our associated companies in Malaysia;

Establishment of a flagship store comprising a pawnshop and a pre-owned jewellery outlet;

Further development of our retail of pre-owned jewellery brand, Spring Jewellery;

Achieve a higher degree of integration of our businesses; and

Increase our branding and marketing activities.

A detailed discussion of our future plans is set out in the section entitled Prospects, Business Strategies

and Future Plans Business Strategies and Future Plans of this Prospectus.

OUR FINANCIAL HIGHLIGHTS

The following tables present a summary of the financial highlights of our Group and should be read inconjunction with the full text of this Prospectus, including the Audited Combined Financial Statements ofValueMax Group Limited and its Subsidiaries for the Financial Years Ended 31 December 2010, 2011 and2012, the Unaudited Interim Combined Financial Statements of ValueMax Group Limited and itsSubsidiaries for the Three-Month Period Ended 31 March 2013 and the Unaudited Pro Forma CombinedFinancial Information of ValueMax Group Limited and its Subsidiaries for the Financial Year Ended 31December 2012 and the Three-Month Period Ended 31 March 2013 as set out in Appendices A, B and Cof this Prospectus respectively, and the section entitled Managements Discussion and Analysis ofResults of Operations and Financial Position of this Prospectus.

PROSPECTUS SUMMARY

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Selected Items from the Combined Statements of Comprehensive Income

Audited UnauditedPro Forma Pro Forma

($000) FY2010 FY2011 FY2012 FY2012 1Q2012 1Q2013 1Q2013

Revenue 398,393 531,948 508,984 513,165 147,601 90,427 91,515

Gross profit 19,093 24,434 25,781 27,813 7,412 6,367 6,935

Profit before tax 14,968 17,442 16,893 19,172 6,001 3,798 4,329

Profit attributable toowners of the Company 12,906 14,506 14,346 16,282 5,262 3,467 3,951

EPS (cents)(1) [] [] [] [] [] [] []

EPS as adjusted for the

Invitation (cents)(2) [] [] [] [] [] [] []

Notes:

(1) For comparative purposes, the EPS for the Period Under Review have been computed based on the profit attributable toowners of the Company and our pre-Invitation share capital of [] Shares.

(2) For comparative purposes, the EPS for the Period Under Review have been computed based on the profit attributable toowners of the Company and our post-Invitation share capital of [] Shares.

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Selected Items from the Combined Statements of Financial Position

UnauditedAudited Pro Forma Pro Formaas at 31 as at 31 As at 31 as at 31

December December March March

($000) 2012 2012 2013 2013

Non-current assets 6,445 10,270 6,568 10,696Current assets 182,089 197,021 161,754 176,190Current liabilities 114,395 125,676 98,217 108,860Non-current liabilities 80 81 79 79Net assets 74,059 81,534 70,026 77,947

Equity attributable to owners of the CompanyShare capital 5,742 10,159 5,742 10,159Retained earnings 64,667 66,145 68,134 70,096Other reserves 1,843 1,813 (5,756) (5,786)Non-controlling interests 1,807 3,417 1,906 3,478

Total equity 74,059 81,534 70,026 77,947

NTA per Share (cents)(1) [] [] [] []

Note:

(1) The NTA per Share as at the end of the Period Under Review have been computed based on our equity attributable toowners of the Company (excluding non-controlling interests) and our pre-Invitation share capital of [] Shares.

OUR CONTACT DETAILS

Our registered office and principal place of business is located at 213 Bedok North Street 1 #01-121Singapore 460213. Our telephone and facsimile numbers are +65 6448 6686 and +65 6441 7195respectively. Our Company Registration Number is 200307530N. Our internet addresses arehttp://www.valuemax.com.sg, http://www.valuemaxjewellery.com.sg and http://www.springjewellery.com.sg.Information contained on our websites does not constitute part of this Prospectus.

PROSPECTUS SUMMARY

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We have applied to the SGX-ST for permission to deal in, and for quotation of, all our Shares alreadyissued, the New Shares and the Award Shares on the Official List of the SGX-ST. Such permission will begranted when we have been admitted to the Official List of the SGX-ST. Acceptance for applications ofthe New Shares will be conditional upon the completion of the Invitation, which is subject to certainconditions, including the SGX-ST granting permission to deal in, and for quotation of, all our existing

issued Shares, the New Shares and the Award Shares.

If the said permission from the SGX-ST is not granted, monies paid in respect of any applicationaccepted will be returned to you at your own risk, without interest or any share of revenue or other benefitarising therefrom and you will not have any claim against our Company, and/or the Issue Manager,Underwriter and Placement Agent.

Under the Securities and Futures Act, the Authority may, in certain circumstances issue a stop order (theStop Order) to our Company, directing that no New Shares or no further Shares to which thisProspectus relates, be allotted, issued or sold. Such circumstances will include a situation where thisProspectus (i) contains a statement or matter, which in the opinion of the Authority is false or misleading;(ii) omits any information that should be included in accordance with the Securities and Futures Act; or(iii) does not, in the opinion of the Authority, comply with the requirements of the Securities and Futures

Act. A Stop Order may also be issued if the Authority is of the opinion that it is in the public interest to doso.

In the event that the Authority issues a Stop Order and applications to subscribe for the New Shares towhich this Prospectus relates have been made prior to the Stop Order, then:

(a) where the New Shares have not been issued to you, your applications shall be deemed to havebeen withdrawn and cancelled and our Company shall, within 14 days from the date of the StopOrder, return to you all monies you have paid on account of your applications for the New Shares;or

(b) where the New Shares have been issued to you, the Securities and Futures Act provides that theissue of our New Shares shall be deemed to be void and our Company is required, within 14 daysfrom the date of the Stop Order, to return to you all monies paid by you for our New Shares.

The SGX-ST assumes no responsibility for the correctness of any of the statements made, reportscontained or opinions expressed in this Prospectus. Admission to the Official List of the SGX-ST is not tobe taken as an indication of the merits of the Invitation, our Company, our Subsidiaries, our existingissued Shares, the New Shares and the Award Shares.

A copy of this Prospectus together with copies of the Application Forms have been lodged with andregistered by the Authority on 30 September 2013 and [] respectively. The Authority assumes noresponsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does notimply that the Securities and Futures Act, or any other legal or regulatory requirements, have beencomplied with. The Authority has not, in any way, considered the merits of the Invitation, our Company,

our Subsidiaries, our existing issued Shares, the New Shares and the Award Shares, as the case maybe, being offered or in respect of which the Invitation is made, for investment. We have not lodged orregistered this Prospectus in any other jurisdiction.

None of our Company, the Issue Manager, Underwriter and Placement Agent, the experts nor any otherparties involved in the Invitation is making any representation to any person regarding the legality of aninvestment in our Shares by such person under any investment or other laws or regulations. Noinformation in this Prospectus should be considered as being business, legal or tax advice. You shouldconsult your own professional or other advisers for business, legal or tax advice regarding an investmentin our Shares. No person has been or is authorised to give any information or to make any representationnot contained in this Prospectus in connection with the Invitation and, if given or made, such informationor representation must not be relied upon as having been authorised by our Company, or the IssueManager, Underwriter and Placement Agent.

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Neither the delivery of this Prospectus and the Application Forms nor any document relating to theInvitation shall, under any circumstances, constitute a continuing representation or create any suggestionor implication that there has been no change in our affairs or in the statements of fact or informationcontained in this Prospectus since the date of this Prospectus. Where such changes occur and arematerial or are required to be disclosed by law, we will promptly make an announcement of the same to

the SGX-ST and to the public and, if required, lodge a supplementary or replacement prospectus with theAuthority and make an announcement of the same to the SGX-ST and to the public and will comply withthe requirements of the Securities and Futures Act. You should take note of any such announcement and,upon release of such an announcement, our Company shall be deemed to have given notice of suchchanges. Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon as, apromise or representation as to the future performance or policies of our Company or our Subsidiaries.

In the event that a supplementary or replacement prospectus is lodged with the Authority, the Invitationshall be kept open for at least 14 days after the lodgement of such supplementary or replacementprospectus.

We are subject to the provisions of the Securities and Futures Act and the Listing Manual regardingcorporate disclosure. In particular, if after this Prospectus is registered but before the close of theInvitation, we become aware of:

(a) a false or misleading statement in this Prospectus;

(b) an omission from this Prospectus of any information that should have been included in it underSection 243 of the Securities and Futures Act; or

(c) a new circumstance that has arisen since the Prospectus was lodged with the Authority whichwould have been required by Section 243 of the Securities and Futures Act to be included in thisProspectus if it had arisen before this Prospectus was lodged,

that is materially adverse from the point of view of an investor, we may lodge a supplementary or

replacement prospectus with the Authority pursuant to Section 241 of the Securities and Futures Act.

Where prior to the lodgement of the supplementary or replacement prospectus, applications have beenmade under this Prospectus to subscribe for our New Shares and:

(a) where the New Shares have not been issued to you, our Company shall either:

(i) (A) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date oflodgement of the supplementary or replacement prospectus, give you notice in writing ofhow to obtain, or arrange to receive a copy of the supplementary or replacement prospectus,as the case may be, and to provide you with an option to withdraw your application; and (B)take all reasonable steps to make available within a reasonable period the supplementary or

replacement prospectus, as the case may be, to you, where you have indicated that youwish to obtain, or have arranged to receive, a copy of the supplementary or replacementprospectus; or

(ii) within seven (7) days from the date of lodgement of the supplementary or replacementprospectus, give you the supplementary or replacement prospectus, as the case may be,and provide you with an option to withdraw your application; or

(iii) treat the applications as withdrawn and cancelled, in which case your application shall bedeemed to have been withdrawn and cancelled, and our Company shall within seven (7)days from the date of lodgement of the supplementary or replacement prospectus, return allmonies paid in respect of any application to you; or

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(b) where the New Shares have been issued to you, our Company shall either:

(i) (A) within two (2) days (excluding any Saturday, Sunday or public holiday) from the date oflodgement of the supplementary or replacement prospectus, give you notice in writing ofhow to obtain, or arrange to receive a copy of the supplementary or replacement prospectus,

as the case may be, and to provide you with an option to return to our Company, the NewShares which you do not wish to retain title in; and (B) take all reasonable steps to makeavailable within a reasonable period the supplementary or replacement prospectus, as thecase may be, to you, where you have indicated that you wish to obtain, or have arranged toreceive, a copy of the supplementary or replacement prospectus; or

(ii) within seven (7) days from the date of lodgement of the supplementary or replacementprospectus, give you the supplementary or replacement prospectus, as the case may be,and provide you with an option to return to our Company the New Shares, which you do notwish to retain title in; or

(iii) treat the issue of our Shares as void, in which case the issue shall be deemed void and ourCompany shall within seven (7) days from the date of lodgement of the supplementary orreplacement prospectus, return all monies paid in respect of any application to you.

If you wish to exercise your option under paragraph a(i) or a(ii) above to withdraw yourapplication in respect of the New Shares, you shall, within 14 days from the date of lodgement ofthe supplementary or replacement prospectus, notify our Company of this, whereupon ourCompany shall within seven (7) days from the receipt of such notification, return to you all moniesyou have paid on account of your application for such New Shares.

If you wish to exercise your option under paragraph b(i) or b(ii) above to return the New Sharesissued to you, you shall, within 14 days from the date of lodgement of the supplementary orreplacement prospectus, notify our Company of this and return all documents, if any, purportingto be evidence of title to those Shares, to our Company, whereupon our Company shall within

seven (7) days from the receipt of such notification and documents, if any, return to you allmonies you have paid for those New Shares and the issue of those Shares shall be deemed to bevoid.

Where monies are to be returned to you for the New Shares, it shall be paid to you without any interest orshare of revenue or other benefit arising therefrom at your own risk, and you will not have any claimagainst us, and the Issue Manager, Underwriter and Placement Agent.

This Prospectus has been prepared solely for the purpose of the Invitation and may only be relied uponby you in connection with your application for the New Shares and may not be relied upon by any otherperson or for any other purpose.

This Prospectus does not constitute an offer of, or invitation or solicitation to subscribe for theNew Shares in any jurisdiction in which such offer or invitation or solicitation is unauthorised orunlawful nor does it constitute an offer or invitation or solicitation to any person to whom it isunlawful to make such offer or invitation or solicitation.

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Copies of this Prospectus and the Application Forms and envelopes may be obtained on request, duringoffice hours, subject to availability, from:

Canaccord Genuity Singapore Pte. Ltd.77 Robinson Road

#21-02Singapore 068896

A copy of this Prospectus is also available on the SGX-ST website at http://www.sgx.com and theAuthority website at http://masnet.mas.gov.sg/opera/sdrprosp.nsf.

The Invitation will be open from 9.00 a.m. on [] to 12.00 noon on [] or such further period orperiods as our Directors may, in consultation with the Issue Manager, Underwriter and PlacementAgent, in their absolute discretion, decide, subject to any limitations under all applicable laws,PROVIDED ALWAYS THAT where a supplementary or replacement prospectus has been lodgedwith the Authority pursuant to Section 241 of the Securities and Futures Act, the Invitation shallbe kept open for at least 14 days after the lodgement of the supplementary or replacementprospectus.

Details for the procedures for application for the New Shares are set out in Appendix I entitled Terms,Conditions and Procedures for Application and Acceptance of this Prospectus.

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DETAILS OF THE INVITATION

Invitation Size : [] New Shares offered in Singapore comprising [] Offer Sharesand [] Placement Shares.

The New Shares, upon issue and allotment, will rank pari passu in

all respects with the existing issued Shares.

Issue Price : $[] for each New Share.

The Public Offer : The Public Offer comprises an offer by our Company to the public in

Singapore to subscribe for [] Offer Shares at the Issue Price,subject to and on the terms and conditions set out in thisProspectus. In the event that any of the Offer Shares are not takenup, they will be made available to satisfy excess application for thePlacement Shares.

The Placement : The Placement comprises a placement of [] Placement Shares at

the Issue Price, subject to and on the terms and conditions set outin this Prospectus. In the event that any of the Placement Sharesare not taken up, they will be made available to satisfy excessapplication for the Offer Shares.

Purpose of the Invitation : Our Directors believe that the listing of our Company and thequotation of our Shares on the Official List of the SGX-ST willenhance our public image and enable us to tap the capital marketsto fund our business growth. The Invitation will also providemembers of the public, our employees, business associates andthose who have contributed to our success with an opportunity toparticipate in the equity of our Company. The Invitation will alsoenlarge our capital base for continued expansion of our business.

Listing Status : Prior to the Invitation, there had been no public market for ourShares. Our Shares will be quoted in Singapore dollars on the MainBoard of the SGX-ST, subject to admission of our Company to theOfficial List of the SGX-ST and permission for dealing in, and forquotation of, our Shares being granted by the SGX-ST, and theAuthority not issuing a Stop Order.

Risk Factors : Investing in our Shares involves risks which are described in thesection entitled Risk Factors of this Prospectus.

Use of Proceeds : Please refer to the section entitled Use of Proceeds and Listing

Expenses of this Prospectus for more details.

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INVITATION STATISTICS

Issue Price

NAV

NAV per Share based on the unaudited pro forma combined statement of financialposition of our Group as at 31 December 2012(1):

(a) before adjusting for the estimated net proceeds from the issue of the NewShares and based on the pre-Invitation share capital of [] Shares

(b) after adjusting for the estimated net proceeds from the issue of the New Shares

and based on the post-Invitation share capital of [] Shares

Premium of Issue Price over the pro forma NAV per Share as at 31 December 2012:

(a) before adjusting for the estimated net proceeds from the issue of the New

Shares and based on the pre-Invitation share capital of [] Shares

(b) after adjusting for the estimated net proceeds from the issue of the New Shares

and based on the post-Invitation share capital of [] Shares

Earnings(2)

Unaudited pro forma net EPS of our Group for FY2012 based on the pre-Invitation

share capital of [] Shares

Unaudited pro forma net EPS of our Group for FY2012 based on the pre-Invitation

share capital of [] Shares, assuming that the Service Agreements had been in placein FY2012

Price Earnings Ratio

Pro forma price earnings ratio based on the unaudited pro forma net EPS of ourGroup for FY2012

Pro forma price earnings ratio based on the unaudited pro forma net EPS of ourGroup for FY2012, assuming that the Service Agreements had been in place inFY2012

Net Operating Cash Flows(3)

Unaudited pro forma net operating cash flows per Share of our Group for FY2012

based on the pre-Invitation share capital of [] Shares

Unaudited pro forma net operating cash flows per Share of our Group for FY2012

based on the pre-Invitation share capital of [] Shares, assuming that the ServiceAgreements had been in place in FY2012

Price to Net Operating Cash Flows Ratio

Pro forma price to net operating cash flows ratio based on the unaudited pro formanet operating cash flows per Share for FY2012 and the pre-Invitation share capital of

[] Shares

Pro forma price to net operating cash flows ratio based on the unaudited pro forma

net operating cash flows per Share for FY2012 and the pre-Invitation share capital of[] Shares, assuming that the Service Agreements had been in place in FY2012

$[]

[] cents

[] cents

[] times

[] times

[] cents

[] cents

[] times

[] times

[] cents

[] cents

[] times

[] times

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Market Capitalisation

Market capitalisation based on the Issue Price and the post-Invitation share capital of

[] Shares

Notes:

(1) Please refer to Appendix C entitled Unaudited Pro Forma Combined Financial Information of ValueMax Group Limited and itsSubsidiaries for the Financial Year Ended 31 December 2012 and the Three-Month Period Ended 31 March 2013 of thisProspectus for details.

(2) The EPS is computed based on profit attributable to owners of the Company. Please refer to the section entitled UnauditedPro Forma Combined Statements of Comprehensive Income for the Financial Year Ended 31 December 2012 and the Three-Month Period Ended 31 March 2013 in Appendix C entitled Unaudited Pro Forma Combined Financial Information ofValueMax Group Limited and its Subsidiaries for the Financial Year Ended 31 December 2012 and the Three-Month PeriodEnded 31 March 2013 of this Prospectus for details.

(3) Net operating cash flows is defined as net cash flows from operating activities. Please refer to the section entitled UnauditedPro Forma Combined Statements of Cash Flows for the Financial Year Ended 31 December 2012 and the Three-MonthPeriod Ended 31 March 2013 in Appendix C entitled Unaudited Pro Forma Combined Financial Information of ValueMaxGroup Limited and its Subsidiaries for the Financial Year Ended 31 December 2012 and the Three-Month Period Ended 31

March 2013 of this Prospectus for details.

$[] million

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PLAN OF DISTRIBUTION

The Invitation is for [] New Shares offered in Singapore by way of public offer and placement comprising[] Offer Shares and [] Placement Shares managed and underwritten by Canaccord Genuity.

The Issue Price is determined by us in consultation with the Issue Manager, Underwriter and Placement

Agent after taking into consideration, inter alia, prevailing market conditions and estimated marketdemand for our Shares determined through a book-building process. The Issue Price is the same foreach New Share and is payable in full on application.

Offer Shares

The Offer Shares are made available to the members of the public in Singapore for subscription at theIssue Price. Members of the public may apply for the Offer Shares by way of printed Application Forms orby Electronic Applications as described under Terms, Conditions and Procedures for Application andAcceptance set out in Appendix I of this Prospectus.

Pursuant to the Management and Underwriting Agreement entered into between us and Canaccord

Genuity as set out in the section entitled Other General Information Management and UnderwritingAgreement and Placement Agreement of this Prospectus, we have appointed Canaccord Genuity to

manage the Invitation and to underwrite the [] Offer Shares. Canaccord Genuity will receive anunderwriting commission of []% of the Issue Price for the Offer Shares payable by us for subscribing, orprocuring subscribers, for such Offer Shares. Canaccord Genuity may, at its absolute discretion, appointone or more sub-underwriter(s) for the Offer Shares.

In the event of an under-subscription for the Offer Shares as at the close of the Application List, thatnumber of Offer Shares not subscribed for shall be made available to satisfy excess applications for thePlacement Shares to the extent there is an over-subscription for the Placement Shares as at the close ofthe Application List.

In the event of an over-subscription for the Offer Shares as at the close of the Application List and/or the

Placement Shares are fully subscribed or over-subscribed for as at the close of the Application List, thesuccessful applications for the Offer Shares will be determined by ballot or otherwise as determined byour Directors after consultation with the Issue Manager, and approved by the SGX-ST, if required.

Placement Shares

The Placement Shares are made available to retail and institutional investors who apply through theirbrokers or financial institutions. Applications for Placement Shares may only be made by way of printedApplication Forms as described under Terms, Conditions and Procedures for Application andAcceptance set out in Appendix I of this Prospectus.

Pursuant to the Placement Agreement entered into between us and Canaccord Genuity as set out in the

section entitled Other General Information Management and Underwriting Agreement and PlacementAgreement of this Prospectus, Canaccord Genuity agreed to subscribe for and/or procure subscribers for

the [] Placement Shares for a placement commission of []% of the Issue Price for the PlacementShares payable by us. Canaccord Genuity may, at its absolute discretion, appoint one or more sub-placement agent(s) for the Placement Shares.

In the event of an under-subscription for the Placement Shares as at the close of the Application List, thatnumber of Placement Shares not subscribed for shall be made available to satisfy excess applications forthe Offer Shares to the extent that there is an over-subscription for the Offer Shares as at the close of theApplication List.

Subscribers of the Placement Shares may be required to pay brokerage of up to []% of the Issue Price(plus GST thereon, if applicable) to the Placement Agent or any sub-placement agent(s) that may beappointed by the Placement Agent.

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Subscription for the New Shares

None of our Directors or our Controlling Shareholders intends to subscribe for the New Shares in theInvitation.

To the best of our knowledge, we are unaware of any person who intends to subscribe for 5.0% or more

of the New Shares. However, through the book-building process to assess market demand for ourShares, there may be person(s) who may indicate an interest to subscribe for 5.0% or more of the NewShares. If such person(s) were to make an application for 5.0% or more of the New Shares pursuant tothe Invitation and subsequently be allotted such number of Shares, we will make the necessaryannouncements at an appropriate time. The final allotment of Shares will be in accordance with theshareholding spread and distribution guidelines as set out in Rule 210 of the Listing Manual.

No Shares shall be allotted on the basis of this Prospectus later than six (6) months after the date ofregistration of this Prospectus by the Authority.

Please also refer to the section entitled Other General Information Management and UnderwritingAgreement and Placement Agreement of this Prospectus for further details on our Management and

Underwriting Agreement and Placement Agreement.

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Singapore

This Prospectus does not constitute an offer, solicitation or invitation to subscribe for the New Shares inany jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to anyperson to whom it is unlawful to make such an offer, solicitation or invitation. No action has been or willbe taken under the requirements of the legislation or regulations of, or of the legal or regulatory

authorities of, any jurisdiction, except for the lodgement and/or registration of this Prospectus inSingapore in order to permit a public offering of the New Shares and the distribution of this Prospectus inSingapore. The distribution of this Prospectus and the offering of the New Shares in certain jurisdictionsmay be restricted by the relevant laws in such jurisdictions. Persons who may come into possession ofthis Prospectus are required by our Company, and the Issue Manager, Underwriter and Placement Agentto inform themselves about, and to observe and comply with, any such restrictions at their own expenseand without liability to our Company, and the Issue Manager, Underwriter and Placement Agent. Personsto whom a copy of this Prospectus has been issued shall not circulate to any other person, reproduce orotherwise distribute this Prospectus or any information herein for any purpose whatsoever nor permit orcause the same to occur.

Hong Kong

This Prospectus does not constitute an offer to the public in Hong Kong to subscribe for the New Shares.

This Prospectus has not been and will not be registered with the Registrar of Companies in Hong Kong.Accordingly, except as mentioned below, no copy of this Prospectus may be issued, circulated ordistributed in Hong Kong.

A copy of this Prospectus may, however, be distributed by the Issue Manager, Underwriter and PlacementAgent or their designated sub-placement agents to a limited number of professional investors (within themeaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) for thePlacement Shares in Hong Kong, or otherwise pursuant to, and in accordance with the conditions of, anyapplicable exemptions as set out in the Securities and Futures Ordinance (Chapter 571 of the Laws ofHong Kong) in a manner which does not constitute an invitation or offer of the Placement Shares to the

public in Hong Kong or an issue, circulation or distribution in Hong Kong of a prospectus for the purposesof the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). The offer of the Placement Sharesis personal to the person named in the accompanying Application Form, and application for thePlacement Shares will only be accepted from such person. An application for the Placement Shares isnot invited from any person in Hong Kong other than a person to whom a copy of this Prospectus hasbeen issued by the Issue Manager, Underwriter and Placement Agent or its designated sub-placementagents, and if made, will not be accepted, unless the applicant satisfies the Issue Manager, Underwriterand Placement Agent or its designated sub-placement agents that he is a professional investor asdefined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

No person to whom a copy of this Prospectus is issued may issue, circulate or distribute this Prospectusin Hong Kong or make or give a copy of this Prospectus to any other person, other than their legal,financial, tax or other appropriate advisers who are subject to a duty of confidentiality to such person.

The Issue Manager, Underwriter and Placement Agent has agreed with our Company that they (and theirsub-placement agents, if any) have not offered or sold, and will not offer or sell, in Hong Kong, by meansof any document, any of our Shares other than (i) as permitted under the Companies Ordinance (Chapter32 of the Laws of Hong Kong) and the Securities and Futures Ordinance (Chapter 571 of the Laws ofHong Kong) or (ii) in circumstances which do not constitute an offer of the Placement Shares to the publicwithin the meaning of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong).

SELLING RESTRICTIONS

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This document is for distribution in Hong Kong only to persons who are Professional Investors within themeaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and any rulesmade under that Ordinance.

The contents of this document have not been reviewed by the Securities and Futures Commission of

Hong Kong or any regulatory authority in Hong Kong. You are advised to exercise caution in relation tothe Invitation. If you are in any doubt about any of the contents of this document, you should obtainindependent professional advice.

By accepting this document you agree to be bound by the foregoing limitations.

No part of this material may be (i) copied, photocopied or duplicated in any form by any means or (ii)distributed or passed on, directly or indirectly, to any other person in whole or in part, for any purpose.

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SELLING RESTRICTIONS


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Upon listing and quotation on the Main Board of the SGX-ST, our Shares will be traded under the book-entry settlement system of the CDP and all dealings in and transactions of the Shares through the MainBoard of the SGX-ST will be effected in accordance with the terms and conditions for the operation ofSecurities Accounts with the CDP, as amended from time to time.

Our Shares will be registered in the name of CDP and held by CDP for and on behalf of persons whomaintain, either directly or through depository agents, Securities Accounts with CDP. Persons named asdirect securities account holders and depository agents in the depository register maintained by the CDP,other than CDP itself, will be treated, under our Articles of Association and the Companies Act, asmembers of our Company in respect of the number of Shares credited to their respective SecuritiesAccounts.

Persons holding our Shares in a Securities Account with CDP may withdraw the number of Shares theyown from the book-entry settlement system in the form of physical share certificate(s). Such sharecertificates will, however, not be valid for delivery pursuant to trades transacted on the Main Board of theSGX-ST, although they will be prima facieevidence of title and may be transferred in accordance with ourArticles of Association. A fee of $10.00 for each withdrawal of 1,000 Shares or less and a fee of $25.00for each withdrawal of more than 1,000 Shares is payable upon withdrawing our Shares from the book-entry settlement system and obtaining physical share certificates. In addition, a fee of $2.00 or such otheramount as our Directors may decide, is payable to the share registrar for each share certificate issuedand a stamp duty of $0.20 per $100.00 or part thereof of the last transacted price is also payable whereour Shares are withdrawn in the name of a third party. Persons holding physical share certificates whowish to trade on the Main Board of the SGX-ST must deposit with CDP their share certificates togetherwith the duly executed and stamped instruments of transfer in favour of CDP and have their respectiveSecurities Accounts credited with the number of Shares deposited before they can effect the desiredtrades. A deposit fee of $10.00 is payable upon the deposit of each instrument of transfer with CDP.

Transactions in our Shares under the book-entry settlement system will be reflected by the sellersSecurities Account being debited with the number of Shares sold and the buyers Securities Accountbeing credited with the number of Shares acquired. No transfer stamp duty is currently payable for Shares

that are settled on a book-entry basis.

A Singapore clearing fee for trades in our Shares on the Main Board of the SGX-ST is payable at the rateof 0.04% of the transaction value subject to a maximum of $600.00 per transaction. The clearing fee,instrument of transfer, deposit fee and share withdrawal fee may be subject to GST currently at 7.0%.

Dealings of our Shares will be carried out in Singapore dollars and will be effected for settlement throughCDP on a scripless basis. Settlement of trades on a normal ready basis on the Main Board of the SGX-ST generally takes place on the third Market Day following the transaction date and payment for thesecurities is generally settled on the following business day. CDP holds securities on behalf of investors inSecurities Accounts. An investor may open an account with CDP or a sub-account with a CDP depositoryagent. The CDP depository agent may be a member company of the SGX-ST, bank, merchant bank or

trust company.

CLEARANCE AND SETTLEMENT

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An indicative timetable is set out below for your reference:

Indicative time/date Event

[] Commencement of the Invitation

[], 12.00 noon Close of Application List

[] Balloting of applications, if necessary (in the event of over-subscription for the Offer Shares)

[] Commence returning or refunding of application monies tounsuccessful or partially successful applicants

[], 9.00 a.m. Commence trading on a ready basis

[] Settlement date for all trades done on a ready basis

The above timetable is only indicative as it assumes that the closing of the Application List is [], the dateof admission of our Company to the Official List of the SGX-ST is [], the SGX-STs shareholding spreadrequirement will be complied with and the New Shares will be issued and fully paid-up prior to 9.00 a.m.

on []. The actual date on which our Shares will commence trading on a ready basis will be announcedwhen it is confirmed by the SGX-ST.

The above timetable and procedures may be subject to such modifications as the SGX-ST may, in itsdiscretion, decide, including the decision to permit trading on a ready basis and the commencementdate of such trading.

Investors should consult the SGX-ST announcement on the ready trading date on the internet(at the SGX-ST website http://www.sgx.com), or the newspapers, or check with their brokers onthe date on which trading on a ready basis will commence.

In the event of any changes in the closure of the Application List or the shortening or extension of thetime period during which the Invitation is open, we will publicly announce the same:

(a) through a SGXNET announcement to be posted on the internet at the SGX-ST website,http://www.sgx.com; and

(b) in a local English newspaper, such as The Straits Times or The Business Times.

We will provide details of the results of the Invitation (including the level of subscription and the basis ofallotment of the New Shares pursuant to the Invitation), as soon as it is practicable after the close of theApplication List through the channels described in (a) and (b) above.

We reserve the right to reject or accept, in whole or in part, or to scale down or ballot any application forthe Offer Shares, without assigning any reason therefor, and no enquiry and/or correspondence on ourdecision will be entertained. In deciding the basis of allotment, due consideration will be given to thedesirability of allotting our Shares to a reasonable number of applicants with a view to establish anadequate market for our Shares.

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Based on the Issue Price, our estimated net proceeds from the issue of New Shares, after deducting theunderwriting commission, placement commission, brokerage and other estimated expenses payable in

relation to the issue of New Shares (estimated to be approximately $[] million), will be approximately$[] million.

We intend to use the net proceeds from the issue of New Shares (Net Proceeds) for the followingpurposes:

As a percentage of net proceedsAmount allocated for each dollar

Intended Use ($million) (%)

Growth and expansion of our business [] []

Working capital purposes [] []

Total [] 100.0

Please see the section entitled Prospects, Business Strategies and Future Plans of this Prospectus formore details on the future plans of the Group.

Our Group is of the view that bank overdrafts and revolving credit facilities are an integral part of theworking capital funding of our pawnbroking business as our Group utilises such credit facilities to financethe loans granted to our customers. Such bank overdrafts and revolving credit facilities accounted for94.6% of our total bank borrowings during the Period Under Review. Accordingly, the Net Proceeds maybe used to reduce the utilisation of bank overdrafts and revolving credit facilities for our working capitalpurposes. Pending the deployment of the Net Proceeds as aforesaid, the Net Proceeds may be placed asdeposits with banks or financial institutions, or used for investment in short-term money market or debtinstruments, as our Directors may deem appropriate in their absolute discretion.

The foregoing discussion represents our best estimate of the allocation of the Net Proceeds based on ourcurrent plans and estimated expenditures. Actual expenditures may vary from these estimates and wemay find it necessary or advisable to reallocate the Net Proceeds within the categories described aboveor to use portions of the Net Proceeds for other purposes.

In the event that any part of our proposed uses of the Net Proceeds does not materialise or proceed asplanned, our Directors may reallocate the proceeds to other purposes and/or hold such funds on short-term deposits for so long as our Directors deem it to be in the interest of our Company and ourShareholders, taken as a whole. Any change in the use of the Net Proceeds will be subject to the listingrules of the SGX-ST and we will publicly announce our intention to do so through a SGXNETannouncement to be posted on the SGX-ST website, http://www.sgx.com.

We have undertaken to announce periodically via SGXNET the use of the Net Proceeds as and whenthese are materially disbursed, and to provide a status report on the use of the Net Proceeds in theannual report(s) of our Company.

Save as disclosed above, none of the Net Proceeds will be used to discharge, reduce or retire anyindebtedness of our Group.

In the opinion of our Directors, no minimum amount must be raised from the Invitation.

USE OF PROCEEDS AND LISTING EXPENSES

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Expenses incurred in connection with the Invitation

The estimated

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