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Prepared on: 18 November 2015

AXCELASIA INC.

(Company Registration No.: LL12218)


(Incorporated in Labuan on 21 August 2015)

Prior to making a decision to purchase the Placement Shares, you should carefully consider all the
information contained in the offer document dated 18 November 2015 issued by Axcelasia Inc. in respect
of the Placement (the Offer Document). This Product Highlights Sheet should be read in conjunction
with the Offer Document. You will be subject to various risks and uncertainties, including the potential
loss of your entire principal amount invested. If you are in doubt as to investing in the Placement Shares,
you should consult your legal, financial, tax or other professional adviser.
This Product Highlights Sheet is an important document.
It highlights the key information and risks relating to the offer of the Placement Shares contained in
the Offer Document. It complements the Offer Document1.
You should not purchase the Placement Shares if you do not understand the nature of an investment
in shares in a company, our Groups business or are not comfortable with the accompanying risks.
If you wish to purchase the Placement Shares, you will need to make an application in the manner set
out in the Offer Document. If you do not have a copy of the Offer Document, please contact us to ask
for one.
Company

Axcelasia Inc.

Place of
incorporation

Labuan, Malaysia

Details of this
Placement

47,520,000
Placement
Shares comprising of
35,520,000 New Shares and
12,000,000 Vendor Shares

Total amount to
be raised in this
Placement

Gross proceeds of S$11.88


million from the Placement.

Placement Price

S$0.25 for each Share

Sponsor, Issue
Manager, and
Placement Agent

PrimePartners Corporate
Finance Pte. Ltd.

Listing status of
Issuer and the
Securities

Acceptance of applications
will be conditional upon, inter
alia, issue of the New Shares
and permission being granted
by the SGX-ST for the listing
and quotation of all our existing
issued Shares (including the
Vendor Shares and the PPCF
Shares), the New Shares, the
Performance Shares and the
Option Shares on Catalist. The
Shares are expected to be listed
on 27 November 2015.

Gross and net proceeds due to


the Company of S$8.88 million
and approximately S$7.58
million, respectively, from the
issuance of New Shares.

1
The Offer Document, registered by the Singapore Exchange Securities Trading Limited, acting as agent on behalf
of the Monetary Authority of Singapore on 18 November 2015, and the application forms in respect of the Placement
Shares may be obtained on request, subject to availability during office hours from PrimePartners Corporate Finance
Pte. Ltd., 16 Collyer Quay, #10-00 Income at Raffles, Singapore 049318 or accessible at the SGX-ST website:
http://www.sgx.com.

PRODUCT HIGHLIGHTS SHEET

PLACEMENT OF 47,520,000 PLACEMENT SHARES COMPRISING 35,520,000 NEW SHARES AND


12,000,000 VENDOR SHARES IN AXCELASIA INC. AT S$0.25 FOR EACH PLACEMENT SHARE,
PAYABLE IN FULL ON APPLICATION

OVERVIEW
WHO ARE WE AND WHAT DO WE DO?
Our Company was incorporated on 21 August 2015 in Labuan, Malaysia under
the Labuan Companies Act as a company limited by shares under the name of
Axcelasia Inc. Our Company and our subsidiaries (the Group) provides
integrated professional services mainly in Malaysia to government-linked
entities, private and public listed companies, and multinational corporations.
Our four key business segments are:

Our services include, among others, corporate tax, individual tax,


international tax, transfer pricing, GST and indirect tax, tax compliance
and tax knowledge management (Tax Advisory).
(b) Business Consultancy
Our services include, among others, enterprise risk management,
internal audit, IT consulting, forensic investigation, business continuity
management, governance and compliance, transformation and programme
management and human resources (Business Consultancy).
(c) Enterprise Management System Application
Our enterprise management system (EMS) application provides
modules such as enterprise risk management, compliance monitoring,
internal audit, incident and insurance management and information
security management systems (EMS Application).
(d) Business Support
Our business support services include, among others, corporate secretarial
services, and accounting and outsourcing services (Business Support).
Our subsidiary, Taxand Malaysia, is also a member of Taxand, a global
organisation of independent tax advisory firms consisting of 400 tax partners
and over 2,000 tax advisors in 46 countries. Taxand Malaysia has also
received a number of awards and accreditations for our Tax Advisory services.
Pursuant to the Restructuring Exercise, our Company became the holding
company of our Group, the structure of which, as at the date of the Offer
Document, is as follows:
Axcelasia
Inc.
100%
Taxand
Malaysia
100%
PTA
Corporate
Services

100%
PTA Global
Business
Services

100%
Columbus
Advisory
100%
Columbus
Softnex

51%
Columbus
HR

PRODUCT HIGHLIGHTS SHEET

(a) Tax Advisory

Refer to Offer Document


Summary on page 29 and
General Information on
our Group on page 100
of the Offer Document for
more information on our
background and business.

WHO ARE OUR DIRECTORS AND KEY EXECUTIVES?


Our Board of Directors comprise the following:

Refer to the Directors,


Executive Officers and
Employees on page 135
of the Offer Document for
more information on our
Directors and Executive
Officers.

Dr. Veerinderjeet Singh (Executive Chairman)


Dato Peter Tang (Finance Director)
Mr. Ranjit Singh (Executive Director)

Datin Isharidah Binti Ishak (Independent Director)


Ms. Lee Pih Peng (Independent Director)
Our Executive Officers are Ms. Cheah Mei Hua (Financial Controller),
Ms. Renuka Thuraisingham (Managing director (Taxand)), Mr. Derek Lee
(Managing director (Columbus Advisory)), Mr. Kenny Wong (Managing
director (Columbus Softnex)), Ms. Sylvia Anita Rockey (Executive director
(Columbus HR)), Datin Chai Seow Lin (Managing director (PTA Corporate
Services and PTA Global Business Services)).
WHO ARE OUR CONTROLLING SHAREHOLDERS?
The respective shareholdings in Shares in our Company of our Substantial
Shareholders immediately before the Placement (as at the date of the Offer
Document) and after the Placement are summarised below:
Before the Placement
Direct Interest
Number
of Shares
Dr. Veerinderjeet
Singh(1)

27,367,500 21.93

After the Placement

Deemed Interest

Direct Interest

Number
of Shares

Number
of Shares

23,367,500 14.58

Deemed Interest
Number
of Shares

80,000

0.05

Dato Peter Tang(2) 36,223,500 29.02 3,444,000 2.76 32,223,500 20.10 3,444,000 2.15
Mr. Ranjit Singh(3) 40,518,660 32.47

36,518,660 22.78

Mr. Derek Lee

7,723,170

6.19

7,723,170 4.81

Mr. Kenny Wong 7,723,170

6.19

7,723,170 4.81

(4)

Note:
(1) As at the date of the Offer Document, Ms. Rajinderpal Kaur, the spouse
of our Executive Chairman, Dr. Veerinderjeet Singh, has indicated her
interest to subscribe for 80,000 Placement Shares, representing approximately
0.05% of the post-Placement share capital of our Company. In the event
that Ms. Rajinderpal Kaur is allotted such number of Placement Shares,
Dr. Veerinderjeet Singh will be deemed interested in the Shares held by Ms.
Rajinderpal Kaur.
(2) Our Finance Director, Dato Peter Tang, is deemed interested in the shares
held by his spouse and our Executive Officer, Datin Chai Seow Lin.
(3) As at the date of the Offer Document, Ms. Kushwin Kaur a/l Taram Singh, the
sister of our Executive Director, Mr. Ranjit Singh, has indicated her interest
to subscribe for 10,000 Placement Shares and, in the event that she is allotted
such number of Placement Shares, she will have approximately 0.01% of the
post-Placement share capital of our Company.
(4) As at the date of the Offer Document, Ms. Lee Pho Yen, the sister of our
Executive Officer and our Substantial Shareholder, Mr. Derek Lee, has
indicated her interest to subscribe for 24,000 Placement Shares and, in the
event that she is allotted such number of Placement Shares, she will have
approximately 0.02% of the post-Placement share capital of our Company.

Refer to the Shareholders


Shareholding and Ownership
Structure on page 58 of
the Offer Document for
more information on our
Substantial Shareholders.

PRODUCT HIGHLIGHTS SHEET

Mr. Tan See Yin (Lead Independent Director)

HOW WAS OUR HISTORICAL FINANCIAL PERFORMANCE AND


WHAT IS OUR CURRENT FINANCIAL POSITION?
Results of operations of our Group

EPS (sen)
Adjusted EPS
(sen)(3)(5)
(4)

301

506

2,089

1,196

7,705

3,834

7,699

239

403

1,591

929

6,057

3,246

6,052

0.19

0.32

1.28

0.74

4.85

2.60

4.85

0.15

0.25

0.99

0.58

3.78

2.02

3.77

Notes:
(1) The financial information for FY2012, FY2013, FY2014 and HY2014
represent the combined financial information of our Company and our
subsidiary, Taxand Malaysia.
(2) The financial information for HY2015 represents the combined financial
information of our Group, which comprises of our Company and our
subsidiaries, Taxand Malaysia, PTA Corporate Services, PTA Global
Business Services, Columbus Advisory, Columbus Softnex and Columbus
HR, pursuant to the Restructuring Exercise.
(3) The figures in relation to total comprehensive income pertain to the total
comprehensive income attributable to equity holders of our Company.
Had the Service Agreements been in place since 1 January 2014, our pro
forma profit before income tax, pro forma total comprehensive income
attributable to equity holders of our Company and pro forma adjusted
EPS computed based on our post-Placement share capital of 160,320,000
Shares would have been approximately RM2.52 million, RM2.13 million
and 1.33 sen respectively.
(4) For comparative purposes, the EPS for the financial periods under review
have been computed based on the total comprehensive income attributable
to equity holders of our Company and the pre-Placement share capital of
124,800,000 Shares.
(5) For comparative purposes, the adjusted EPS for the financial periods
under review have been computed based on total comprehensive income
attributable to equity holders of our Company and the post-Placement
share capital of 160,320,000 Shares.

PRODUCT HIGHLIGHTS SHEET

(RM000)
Revenue
Profit before
income tax(3)
Total
comprehensive
income(3)

Unaudited pro
Audited
Unaudited
forma
(1)
(1)
(1)
(1)
(2)
FY2012 FY2013 FY2014 HY2014 HY2015 FY2014 HY2015
4,178
5,250
8,302
3,404
16,642 14,486 16,642

Refer to the Offer


Document Summary
Summary of our Financial
Information on page
29, Selected Combined
Financial Information on
page 64, Managements
Discussion and Analysis of
Results of Operations and
Financial Position of our
Group on page 67 and
Managements Discussion
and Analysis of Results of
Operations and Financial
Position of our Pro Forma
Group on page 84 of the
Offer Document for more
information on our financial
performance and position.

Financial position of our Group

(1)(2)(3)

Unaudited
As at
30
June
2015(2)
13,909
757
14,666
5,236
20
5,256
9,410

Unaudited pro forma


As at
As at
31
30
December
June
2014
2015
6,330
13,909
654
752
6,984
14,661
3,788
5,237
20
20
3,808
5,257
3,176
9,404

5,325
2,942

14,666
9,410

6,984
3,176

14,661
9,404

2.36

7.48

2.54

7.48

Notes:
(1) The financial position as at 31 December 2014 represents the combined
financial position of our Company and our subsidiary, Taxand Malaysia.
(2) The financial position as at 30 June 2015 represents the combined
financial position of our Group which comprises of our Company and
our subsidiaries, Taxand Malaysia, PTA Corporate Services, PTA Global
Business Services, Columbus Advisory, Columbus Softnex and Columbus
HR, pursuant to the Restructuring Exercise.
(3) For comparative purposes, the NAV per Share is computed based on the
total equity attributable to equity holders of our Company and the prePlacement share capital of 124,800,000 Shares.
Key cash flows information

(RM000)
Net cash (used
in)/provided by
operating activities
Net cash used in
investing activities
Net cash used in
financing activities
Net (decrease)/
increase in cash
and bank balances
Cash and bank
balances at
beginning of
financial year/
period
Cash and bank
balances at end
of financial year/
period

Unaudited
Audited
Unaudited
pro forma
FY2012 FY2013 FY2014 HY2015 FY2014 HY2015
(159)
(15)

(174)

1,362
(162)

1,907

1,957

2,035

1,957

(54)

(53)

(291)

(53)

(400)

(1,056)

(1,802)

(1,056)

1,200

1,453

848

(58)

848

391

217

1,417

2,870

1,417

2,870

217

1,417

2,870

3,718

1,359

3,718

The most significant factors contributing to our financial performance over


FY2014 compared to FY2013 are as follows:
Our revenue increased approximately RM3.1 million or 58.1% from
RM5.2 million in FY2013 to RM8.3 million in FY2014 mainly due to
an increase in revenue from the provision of corporate advisory and the
commencement of GST implementation and advisory services in FY2014.
5

PRODUCT HIGHLIGHTS SHEET

(RM000)
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Total liabilities and
equity
Total equity
NAV per Share (sen)

Audited
As at
31
December
2014(1)
5,175
150
5,325
2,369
14
2,383
2,942

Our total expenses increased by approximately RM1.5 million or 30.9% from


RM4.8 million in FY2013 to RM6.2 million in FY2014, in line with an overall
increase in business activities and advisory mandates secured. The increase in
total expenses was attributable to an increase in referral and research charges,
employee compensation, and rental and maintenance expenses.

In FY2014, we recorded net cash provided by operating activities of


approximately RM1.9 million, which was a result of cash generated from
operating activities before working capital changes of approximately RM2.1
million and interest received of approximately RM3,000, adjusted for working
capital outflow of RM95,000 and income tax paid of approximately RM0.1
million.
As at 31 December 2014, our total equity attributable to equity holders
of our Company, which comprised of share capital and retained profits,
amounted to approximately RM2.9 million.
The most significant factors contributing to our financial performance over
HY2015 compared to HY2014 are as follows:
Our revenue increased by RM13.2 million or 388.9% from approximately
RM3.4 million in HY2014 to approximately RM16.6 million in HY2015
partially attributable to the continued revenue growth in Tax Advisory
services. In addition, pursuant to the Restructuring Exercise, we also increased
our service offerings to include the provision of (i) Business Consultancy
services; (ii) EMS Application; and (iii) Business Support services.
Our total expenses increased by approximately RM6.8 million or 307.0%
from approximately RM2.2 million in HY2014 to approximately RM9.0
million in HY2015, in line with an overall increase in revenue derived
from the broader range of business activities and service offerings.
The increase in total expenses were mainly attributable to increases in
depreciation charges, employee compensation, rental and maintenance
expenses, sub-contractors fees and other expenses.
Our profit before income tax increased by approximately RM6.5 million
or 544.6% from RM1.2 million in HY2014 to RM7.7 million in HY2015.
The higher profit before income tax was due to the amalgamation of profit
before income tax of our Group and arising from an increase in revenue of
approximately RM13.2 million and offset by an increase in total expenses
of approximately RM6.8 million.
In HY2015, we recorded net cash provided by operating activities of
approximately RM2.0 million, which was a result of cash provided by
operating activities before working capital changes of approximately RM7.8
million and interest received of approximately RM18,000, adjusted for working
capital outflow of RM5.7 million and income tax paid of approximately
RM0.1 million.
As at 30 June 2015, our total equity attributable to equity holders of our
Company, which comprised of share capital and retained profits, amounted
to approximately RM9.3 million.

PRODUCT HIGHLIGHTS SHEET

Our profit before income tax increased by approximately RM1.6 million


or 312.9% from approximately RM0.5 million in FY2013 to RM2.1
million in FY2014, mainly due to the increase in revenue of approximately
RM3.1 million which is partly offset by an increase in total expenses of
approximately RM1.5 million.

The above factors are not the only factors contributing to our financial
performance in FY2012, FY2013, FY2014, and HY2015. Please refer to
the other factors set out on Managements Discussion and Analysis of
Results of Operations and Financial Position of our Group on page 67 and
Managements Discussion and Analysis of Results of Operations and Financial
Position of our Pro Forma Group on page 84 of the Offer Document.
INVESTMENT HIGHLIGHTS
WHAT ARE OUR BUSINESS STRATEGIES AND FUTURE PLANS?

To expand our business operations in Malaysia and in the ASEAN


region: As our key clients include private and public listed companies and
multinational corporations with operations in Malaysia and the ASEAN
region, we aim to further expand our operations to cater to the geographical
demands of our clients. We believe that we are able to leverage on our
present expertise and reputation when replicating our services in other
parts of Malaysia and in the ASEAN region.

Refer to the General


Information on our Group
Business Strategies and
Future Plans on page 126
of the Offer Document for
more information on our
strategies and future plans.

To enhance our range of professional services: Our Group intends to


enhance our existing services in order to attract a wider range of clients. To
this end, we aim to diversify our range of professional services, which may
be through mergers and acquisitions, joint ventures, strategic alliances, or
start-ups. Our Directors believe that such acquisitions and joint ventures
will enable our Group to obtain additional sources of income, to acquire
our technical knowledge in these services in an efficient manner and to
widen our base of clients on a regional level.
To enhance our Groups office and support infrastructure: We
intend to enhance our office and support infrastructure, including human
resources, business support services, knowledge management and training,
marketing and business development, client relationship management and
information technology.
WHAT ARE THE KEY TRENDS, UNCERTANTIES, DEMANDS, COMMITMENTS OR EVENTS
WHICH ARE REASONABLY LIKELY TO HAVE A MATERIAL EFFECT ON US?
The following sections discuss some of the industry trends and drivers for the
professional services industry in Malaysia and in the ASEAN region.
Implementation of GST in Malaysia: Malaysia imposed GST on the
supply of goods and services and the import of goods and services in
Malaysia from 1 April 2015 at a rate of 6%. This has been beneficial for
our Tax Advisory business, as we have been able to provide GST tax
advice to our clients.
Transfer pricing: Transfer pricing is an area which is drawing increasing
scrutiny from the tax authorities in Malaysia. In particular, the Malaysian
Inland Revenue Board has been focused on transfer pricing audit, and we
believe that there would be a strong demand for transfer pricing studies,
documentation and advisory services.

Refer to the General


Information on our Group
Prospects and Trend
Information on page 125
of the Offer Document
for more information on
our business and financial
prospects.

PRODUCT HIGHLIGHTS SHEET

Our business strategies and future plans for the continued growth of our
business are as follows:

Outsourcing, IT consulting and transformation and programme


management: We believe that companies are finding it increasingly
difficult to recruit and retain accounting personnel. As such, these
companies would rather outsource their accounting, internal audit, and
administrative support services to specialist firms. Further, our Business
Consultancy services in relation to IT consulting and the transformation
and programme management are expected to increase in the near future.
This is mainly due to the demand from companies and government related
agencies which seek to increase their levels of automation as well as carry
out transformation programmes in relation to their organisation.

The above are not the only trends, uncertainties, demands, commitments
or events that could affect our Group. Please refer to the other factors
set out in Risk Factors on page 37, Managements Discussion and
Analysis of Results of Operations and Financial Position of our Group on
page 67, Managements Discussion and Analysis of Results of Operations
and Financial Position of our Pro Forma Group on page 84 and General
Information on our Group Prospects and Trend Information on page
125 of the Offer Document.
WHAT ARE THE KEY RISKS WHICH HAD MATERIALLY AFFECTED OR COULD
MATERIALLY AFFECT US AND YOUR INVESTMENT IN OUR SECURITIES?
We consider the following to be the most important key risks which had
materially affected or could materially affect our business operations, financial
position and results, and your investment in our Shares.
Our revenue and profitability may be unpredictable due to the
project nature of our business: Our Groups operational results have
fluctuated historically and may fluctuate in the future depending on
factors, including but not limited to, the size, timing and profitability
of significant engagements undertaken by our subsidiaries, number of
recurring engagements, accuracy of estimates of resources and time
required to complete ongoing engagements, or changes in the variety of
services provided to our clients. Unanticipated variations in the number and
timing of our projects, any delay or premature termination of any secured
mandates without adequate compensation will result in a material adverse
effect on our business, financial condition and results of operations.
We may be affected by any changes in the general economic, regulatory,
political and social conditions and developments in Malaysia and
globally: As at the Latest Practicable Date, our business operations are
focused in Malaysia. Our Group anticipates that the provision of our Tax
Advisory, Business Consultancy, EMS Application and Business Support
services to the Malaysian market will continue to represent a significant
portion of the total revenue of our Group in the near future. Our Group
is also exposed to economic, regulatory, political and social conditions
globally due to the international nature of our key clients.
We are subject to relevant legislation and regulations: Our subsidiaries
and professionals are required to maintain various professional licences
and registrations to operate our businesses. The relevant regulatory
authorities determine the criteria that must be met before they grant or
renew licences which are essential for our business and operations. Failure
to renew or obtain such licences and permits may have an adverse impact
on our operations and financial performance.

Refer to the Risk Factors


on page 37 of the Offer
Document
for
more
information on risk factors.

PRODUCT HIGHLIGHTS SHEET

Establishment of the ASEAN Economic Community: We anticipate


that the ASEAN Economic Community will accelerate domestic growth,
regional trade and foreign investments in the ASEAN region. Our Groups
focus on the ASEAN region is timely in view of the dynamic growth in
this region.

We are dependent on certain key personnel and professional staff


for our continued growth: Our subsidiaries success has been largely
attributable to the contributions and expertise of our Executive Chairman,
Dr. Veerinderjeet Singh, our Finance Director, Dato Peter Tang, and our
Executive Director, Mr. Ranjit Singh, who collectively have more than
95 years of experience in the professional services industry. Any loss of
the services of any of our key personnel without a suitable and timely
replacement could materially and adversely affect our business, results of
operations and financial condition.

We are a Labuan incorporated company and the rights and protection


accorded to our Shareholders may be different from those applicable
to shareholders of a Singapore incorporated company: We are
incorporated in Labuan as a company limited by shares under the Labuan
Companies Act. The Singapore Companies Act may provide shareholders
of Singapore incorporated companies rights and protection of which there
may be no corresponding or similar provisions under Labuan Companies
Act. As such, if you invest in our Shares, you may or may not be accorded
the same level of Shareholders rights and protection that a shareholder of
a Singapore incorporated company may be accorded under the Singapore
Companies Act.
The above are not the only risk factors that had a material effect or could
have a material effect on our business operations, financial position and
results, and your Shares. Please refer to Risk Factors on page 37 of
the Offer Document for a discussion on other risk factors and for more
information on the above risk factors. Prior to making a decision to invest
in our Shares, you should consider all the information contained in the
Offer Document.
WHAT ARE THE RIGHTS ATTACHED TO THE SECURITIES OFFERED?
As at the date of the Offer Document, our issued and paid-up share capital
was S$2,278,108, comprising 124,800,000 Shares.
We have only one class of shares, and the Shares offered will have the same
rights as our other existing issued and paid-up shares, including voting rights.
Subject to the Articles of Association, Shareholders will be entitled to all
rights attached to their Shares in proportion to their shareholding, such as any
cash dividends declared by the Company and any distribution of assets upon
liquidation of the Company.
There is no restriction on the transfer of fully paid Shares except where
required by law or the Catalist Rules.

Refer to the Share Capital


on page 53, and Description
of our Shares on page 169
of the Offer Document for
more information on the
Shares offered in the IPO.

PRODUCT HIGHLIGHTS SHEET

Our Group does not have a long established operating history and we
may face uncertainties associated with the expansion of our business:
While our subsidiaries have a track record of providing specialised
professional services, our Group was formed pursuant to the Restructuring
Exercise. Thus, we do not have a long established operating history as
a Group, making it difficult for investors to assess our Groups future
performance.

HOW WILL THE PROCEEDS OF THE OFFER BE USED?


Our estimated net proceeds from the issue of the New Shares, after deducting
the estimated cash expenses including our share of the placement commission
and other estimated expenses payable in relation to the Placement (estimated
to be approximately S$1.30 million), will be approximately S$7.58 million.
We will not receive any of the proceeds from the Vendor Shares sold by the
Vendors in the Placement. We intend to use our gross proceeds from the issue
of the New Shares in the following manner:

Expand our business


operations in Malaysia
and the ASEAN region
and enhance our range of
professional services
Enhance our Groups
office and support
infrastructure
Working capital
Listing expenses to be
borne by our Company
Total

Amount
(S$000)

6,000

67.57

500
1,080

5.63
12.16

1,300

14.64

8,880

100.00

WILL WE BE PAYING DIVIDENDS AFTER THE OFFER?


Our Company has not distributed any cash dividend on our Shares since
incorporation. Our subsidiaries have, in aggregate, declared dividends of
RM0.17 million, RM0.25 million and RM2.95 million, respectively in
FY2012, FY2013, and FY2014. As at the Latest Practicable Date, our
subsidiaries have paid up these declared dividends. No dividends were
declared by our subsidiaries in respect of the period from 1 January 2015 to
the Latest Practicable Date.
Our Directors intend to recommend and distribute dividends of not less
than 50.0% of our profit after tax for FY2016 and FY2017 (the Proposed
Dividends) as we wish to reward Shareholders for participating in our
Groups growth. However, investors should note that all the foregoing
statements including the statement on the Proposed Dividends are merely
statements of our present intention and shall not constitute legally binding
statements in respect of our future dividends which may be subject to
modification (including reduction or non-declaration thereof) in our Directors
sole and absolute discretion. While our Directors intend to recommend and
distribute the Proposed Dividends, we currently do not have a fixed dividend
policy. The form, frequency and amount of future dividends on our Shares that
our Directors may recommend or declare in respect of any particular financial
year or period will be subject to the factors such as, among others, the level of
our cash and retained earnings, our actual and projected financial performance,
our working capital requirements and general financing condition, as well as
any other factors deemed relevant by our Directors.

10

Refer to the Dividend


Policy on page 51 and
Risk Factors Risks
Relating to an Investment
in our Shares We may not
be able to pay dividends in
the future on page 48 of the
Offer Document for more
information on our dividend
policy.

PRODUCT HIGHLIGHTS SHEET

Use of proceeds

Estimated amount
allocated for each
dollar of the gross
proceeds raised by
our Company
(as a % of the gross
proceeds raised by
our Company)

Refer to the Use of


Proceeds and Listing
Expenses on page 49 of the
Offer Document for more
information on our use of
proceeds.

DEFINITIONS
Companies within our Group
:

Columbus Advisory Sdn. Bhd. (formerly known as Columbus Circle


Advisory Sdn. Bhd.)

Columbus HR

Columbus HR Consulting Sdn. Bhd.

Columbus Softnex

Columbus Softnex Sdn. Bhd.

Pro Forma Group

Our Company and our subsidiaries in relation to the period comprising


FY2014 and HY2015 in relation to the pro forma combined financial
information of our Company and its subsidiaries

PTA Corporate Services

PTA Corporate Services Sdn. Bhd. (formerly known as PTP Corporate


Services Sdn. Bhd.)

PTA Global Business


Services

PTA Global Business Services Sdn. Bhd. (formerly known as BPO on


Cloud Services Sdn. Bhd.)

Taxand Malaysia

Taxand Malaysia Sdn. Bhd.

ASEAN

Association of Southeast Asian Nations

Catalist

The sponsor-supervised listing platform of the SGX-ST

Catalist Rules or
Catalist Rules

Any or all of the rules in the SGX-ST Listing Manual Section B: Rules
of Catalist, as the case may be

Director

A director of our Company as at the date of the Offer Document

EPS

Earnings per Share

EMS

Enterprise Management System is an application software package


that supports business processes, information flows, reporting and data
analytics in organisations

FY

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

GST

Goods and Services Tax

HY

Half year ended or, as the case may be, ending 30 June

Labuan Companies Act

The Labuan Companies Act 1990, as amended, supplemented or


modified from time to time

Latest Practicable Date

26 October 2015, being the latest practicable date before the lodgement
of the Offer Document with the SGX-ST, acting as agent on behalf of
the Authority

NAV

Net asset value

New Shares

The 35,520,000 new Shares for which our Company invites applications
to subscribe for pursuant to the Placement on the terms and conditions
set out in the Offer Document

Option Shares

The new Shares which may be allotted and issued upon exercise of the
share options which may be granted pursuant to the Axcelasia Employee
Share Option Scheme

PPCF Shares

The 1,800,000 new Shares issued and allotted by our Company to PPCF
as part of PPCFs management fees as the Sponsor and Issue Manager

Performance Shares

The new Shares which may be allotted and issued pursuant to the
Axcelasia Performance Share Plan

Placement

The placement of the Placement Shares by the Placement Agent on


behalf of our Company and the Vendors for the purchase and/or
subscription of at the Placement Price subject to and on the terms and
conditions set out in the Offer Document

Placement Shares

The 47,520,000 Shares, comprising 35,520,000 New Shares and


12,000,000 Vendor Shares which are the subject of the Placement

General

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PRODUCT HIGHLIGHTS SHEET

Columbus Advisory

The restructuring exercise implemented in connection with the Listing,


more fully described in the section titled Restructuring Exercise on
page 96 of the Offer Document

Service Agreements

The service agreements entered into between our Company and Dr.
Veerinderjeet Singh, Dato Peter Tang, Mr. Ranjit Singh, and Ms.
Cheah Mei Hua as described in the section titled Directors, Executive
Officers and Employees Service Agreements on page 145 of the
Offer Document

Singapore Companies
Act

The Companies Act (Chapter 50) of Singapore, as amended,


supplemented or modified from time to time

Share(s)

Ordinary share(s) in the capital of our Company

Shareholder(s)

Registered holders of Shares, except where the registered holder is


CDP, the term Shareholder shall, in relation to such Shares mean the
depositors whose securities accounts are credited with Shares

Substantial Shareholders

Persons who have an interest in one or more voting shares, and the total
votes attaching to that share or those shares, represent not less than
5.0% of the total votes attaching to all the voting shares in our Company

Vendors

Dr. Veerinderjeet Singh, Dato Peter Tang and Mr. Ranjit Singh

Vendor Shares

The 12,000,000 issued and fully paid-up Shares owned by the Vendors
for which the Vendors invite applications to purchase pursuant to
the Placement and on the terms and conditions set out in the Offer
Document

Name used in the


Offer Document

Name in National Registration Identity Card

Dato Peter Tang

Tang Swee Guan

Dr. Veerinderjeet Singh

Veerinderjeet Singh a/l Tejwant Singh

Mr. Derek Lee

Lee Siew Weng

Mr. Kenny Wong

Wong Wei Ming

Mr. Ranjit Singh

Ranjit Singh a/l Taram Singh

Ms. Sylvia Anita Rockey

Sylvia Anita Rockey a/p Rockey


CONTACT INFORMATION

WHO CAN YOU CONTACT IF YOU HAVE ENQUIRIES RELATING TO OUR OFFER?
HOW DO YOU CONTACT US?
The Issuer

Axcelasia Inc.

Registered Office

Lot A020, Level 1, Podium Level, Financial Park, Jalan Merdeka, 87000
Federal Territory of Labuan, Malaysia

Business Address

Suite 13A.05 Level 13A Wisma Goldhill, No. 67 Jalan Raja Chulan,
50200 Kuala Lumpur, Malaysia

Telephone No.

+603 2032 2799

Sponsor, Issue Manager and Placement Agent: PrimePartners Corporate Finance Pte. Ltd.
Address

16 Collyer Quay
#10-00 Income at Raffles
Singapore 049318

Telephone No.

+65 6229 8088

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PRODUCT HIGHLIGHTS SHEET

Restructuring Exercise