For The Financial Year Ended 31 December 2018

The Board of Directors (the "Board") is committed to ensuring that the highest standards of corporate governance are
practised throughout Top Global Limited (the "Company" and together with its subsidiaries, the "Group"), as a fundamental
part of its responsibilities to protect and enhance shareholder value and the financial performance of the Group.

This report describes the Group's corporate governance practices and structures that were in place during the financial
year ended 31 December 2018 ("FY2018"), with specific reference to the principles and guidelines of the Code of Corporate
Governance 2012 ("2012 Code"), and where applicable, the Listing Manual of the Singapore Exchange Securities Trading
Limited ("SGX-ST") (the "Listing Manual"), the Singapore Companies Act ("Companies Act") and the disclosure guide
developed by the SGX-ST in January 2015 ("Guide"), focusing on areas such as internal control, risk management, financial
reporting, internal and external audits.

The Company has complied with the principles and guidelines as set out in the 2012 Code and the Listing Manual where
applicable except where otherwise stated. Appropriate explanations have been provided in the relevant sections below
where these are deviations from the 2012 Code and Guide.


The 2012 Code

The 2012 Code is divided into four main sections, namely:
(A)Board Matters
(B)Remuneration Matters
(C)Accountability and Audit
(D)Shareholders Rights and Responsibilities

(A)         BOARD MATTERS

The Board of Directors in office at the date of this report comprises:
Madam Oei Siu Hoa @ Sukmawati Widjaja (Executive Chairman)
Mr Hano Maeloa (Chief Executive Officer and Executive Director)
Ms Jennifer Chang Shyre Gwo (Chief Operating Officer and Executive Director)
Mr Yeo Chin Tuan Daniel (Lead Independent Non-Executive Director)
Dr Lam Lee G (Independent Non-Executive Director)
Ms Mimi Yuliana Maeloa (Non-Executive Director)

Principle 1: The Board's Conduct of Affairs

Every company should be headed by an effective Board to lead and control the company. The Board is collectively
responsible for the long-term success of the company. The Board works with Management to achieve this objective
and Management remains accountable to the Board.

The Board's Conduct of Affairs


The Board is entrusted to lead and oversee the Company, with the fundamental principle to act in the best interests of
the Company. The principal role of the Board is to review and decide strategic plans, key operational and financial issues,
evaluate performance of the Group and supervise executive Management to achieve optimal shareholders' value.

Matters Requiring Board Approval


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There has been no change to the Group's internal guidelines which had been approved by the Board for material transactions
and investments by the Company and Group, with limits for different levels of approving authorities, categories of
expenditures and investments.

The Board has delegated certain functions to various board committees, namely the Nominating Committee ("NC"),
Remuneration Committee ("RC") and Audit Committee ("AC") (collectively, the "Board Committees"). Each of the various
Board Committees has its own written terms of reference and whose actions are reported to and monitored by the Board.
The Board accepts that while these various Board Committees have the authority to examine particular issues and will
report back to the Board with their decisions and/or recommendations, the ultimate responsibility on all matters lies with
the Board.

The Board meets on a quarterly basis and as warranted by particular circumstances. Four (4) Board meetings were held in
FY2018, of all were the regular quarterly meetings. Telephonic attendance and conference via audio-visual communication at
Board and Board Committees meetings are allowed under the Company's Articles of Association ("Articles").

The attendance of the Directors at Board and Board Committees meetings, as well as the frequency of such meetings held
in FY2018 is as follows:
Board Meeting AC Meeting NC Meeting RC Meeting
Name of
Director
No of
Meetings
Held
No of
Meetings
Attended
No of
Meetings
Held
No of
Meetings
Attended
No of
Meetings
Held
No of
Meetings
Attended
No of
Meetings
Held
No of
Meetings
Attended
Mdm Oei Siu Hoa @
Sukmawati Widjaja
4 3 - - - - - -
Mr Hano Maeloa 4 4 - - - - - -
Ms Jennifer Chang Shyre Gwo 4 4 - - - - - -
Mr Yeo Chin Tuan Daniel 4 3 4 3 1 1 1 1
Dr Lam Lee G 4 3 4 3 1 1 1 1
Ms Mimi Yuliana Maeloa 4 4 4 3 1 1 1 1

Newly appointed Directors would be briefed by the Chief Executive Officer ("CEO") of the Company on the Group's business
and corporate governance policies and practices. Familiarisation sessions include visits to project sites. The Company
provides a formal letter to each new Director upon his appointment, setting out clearly the Director's duties and obligations.
Directors are kept informed of changes to regulatory requirements from time to time by the Company Secretary. Board
members are encouraged to keep themselves updated especially on their relevant professional, statutory, and regulatory
requirements and guidelines to enhance their discharge of their duties and responsibilities as Directors.

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To keep pace with new laws, regulations, changing commercial risks and financial reporting standards, all Directors attend
specifically tailored training conducted by professionals at least annually. Directors are also encouraged to attend, at the
Group's expense, relevant and useful seminars for their continuing education and skills improvement courses that are
conducted by external organisations and provided with updates and/or briefings from time to time by internal or external
auditors and the Company Secretary in areas such as Directors' duties and responsibilities, corporate governance practices,
risk management matters and changes in financial reporting standards. The Company Secretary will bring to Directors'
attention, information on seminars that may be of relevance or use to them.

Briefings, updates and trainings for the Directors in FY2018 include:

  • the external auditor, Nexia TS Public Accounting Corporation, briefed the AC on changes or amendments to accounting
    standards during AC meetings;

  • information on new audit quality indicators framework;

  • the Directors are regularly briefed by the Executive Chairman, CEO and Chief Operating Officer ("COO") on the business
    activities of the Group; and

  • the Company Secretary briefed the Board on the regulatory updates.


  • Principle 2: Board Composition and Guidance

    There should be a strong and independent element on the Board, which is able to exercise objective judgement on
    corporate affairs independently, in particular, from Management and 10% shareholders. No individual or small group
    of individuals should be allowed to dominate the Board's decision making.


    1 The term 10% shareholder shall refer to a person who has an interest or interests in one or more voting shares in the company and the total votes attached to that share, or those shares, is not less than 10% of the total votes attached to all the voting shares in the company. "Voting shares" exclude treasury shares.

    Board Composition and Independent Directors

    The Board currently comprises six members, three of whom are Executive Directors, two are Independent Non-Executive
    Directors and one is a Non-Executive Director. Guideline 2.1 of the 2012 Code is met as the Independent Non-Executive
    Directors make up one-third of the Board.

    The Company's Executive Directors are Madam Oei Siu Hoa @ Sukmawati Widjaja who is the Executive Chairman ("Chairman"),
    Mr Hano Maeloa who is the CEO and Ms Jennifer Chang Shyre Gwo who is the COO. The Independent Non-Executive Directors
    are Mr Yeo Chin Tuan Daniel and Dr Lam Lee G, and the Non-Executive Director is Ms Mimi Yuliana Maeloa.

    The Company acknowledges that under Guideline 2.2 of the 2012 Code, the Independent Directors should make up at least
    half the Board as (a) the Chairman and the CEO are immediate family members, (b) the Chairman is part of the management
    team and (c) the Chairman is non-independent. The Board, after review, is of the opinion that, notwithstanding that the
    Independent Directors do not make up at least half of the Board, given its current scope and size of the operations of the
    Company and the Group, the Board is of the view that the present composition and size are adequate to facilitate effective
    decision making.

    In addition, Mr Yeo Chin Tuan Daniel is the Lead Independent Non-Executive Director of the Company and makes himself
    available to shareholders if they have concerns relating to matters that contact through the Chairman or CEO or COO has
    failed to resolve or where such contact is inappropriate, as well as at the Company's general meetings.

    The Board has the requisite mix of expertise and experience, and collectively possesses the necessary core competencies
    for effective functioning and informed decision-making. Each Director has been appointed based on the strength of his
    calibre, experience and stature and is expected to bring a valuable range of experience and expertise to contribute to the
    development of the Group's strategies and the performance of its business. The current Board composition provides a
    diversity of skills, experience, gender and knowledge to the Company.

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    The Board has taken the following steps to maintain or enhance its balance and diversity:

  • Annual review by the NC to assess if the existing attributes and core competencies of the Board are complementary and
    enhance the efficacy of the Board; and
  • Annual evaluation by the Directors of the skill sets the other Directors possess, with a view to understand the range of
    expertise which is lacking by the Board.

  • The NC will consider the results of these exercises in its recommendation for the appointment of new Directors and/or the reappointment
    of incumbent Directors. The NC is of the view that the current Board comprises persons who as a group provide
    an appropriate balance and diversity of skills, experience and knowledge for the Board to be effective. Key information of the
    Board members' qualifications and experience are presented in pages 10 to 11 of this Annual Report.

    The independence of each Independent Non-Executive Director is reviewed annually by the NC. The NC adopts the 2012
    Code's definition of what constitutes an independent director in its review. The NC is of the view that the two Independent
    Non-Executive Directors are independent in accordance with the 2012 Code.

    The Independent Non-Executive Directors have also confirmed their independence in accordance with the 2012 Code.

    There are no Directors who is deemed independent by the Board, notwithstanding the existence of a relationship as stated
    in the 2012 Code that would otherwise deem him not to be independent.

    The Board is able to exercise objective judgment independently from the Management and no individual or small group of
    individuals dominate the decisions of the Board.

    As and when required, the Independent Non-Executive Directors and Non-Executive Director will hold a meeting without
    the presence of Management and Executive Directors, in order to facilitate a more effective check on the Management and/
    or the Executive Directors. The Independent Non-Executive Directors and Non-Executive Director had met once without the
    presence of Management and Executive Directors in FY2018.

    To-date, none of the Independent Non-Executive Directors of the Company have been appointed as Director of the Company's
    principal subsidiaries. The Board and the Management are of the view that the current Board structures in the principal
    subsidiaries are already well organised and constituted. The Board and the Management will, from time to time, renew the
    Board structures of the principal subsidiaries and will make an appropriate corporate decision to consider the appointment
    of the Independent Non-Executive Director to Board of the Company's principal subsidiaries.

    During the financial year under review, none of the Directors has served on the Board for a period exceeding nine years from
    the date of his/ her first appointment. For any Director who has served the Board beyond nine years, the NC will perform
    rigorous review to assess the independence of the relevant Directors.

    Principle 3: Chairman and Chief Executive Officer
    There should be a clear division of responsibilities between the leadership of the Board and the executives responsible
    for managing the company's business. No one individual should represent a considerable concentration of power.

    Chairman and Chief Executive Officer


    Madam Oei Siu Hoa @ Sukmawati Widjaja serves as Executive Chairman of the Board and Mr Hano Maeloa, the son of
    Madam Oei Siu Hoa @ Sukmawati Widjaja, assumes the role of CEO. There is a clear division of responsibilities between
    the Executive Chairman and the CEO to ensure that there is an appropriate balance of power, increased accountability and
    sufficient capacity of the Board for independent decision-making.

    The Executive Chairman is responsible for the workings of the Board, ensuring the integrity and effectiveness of its governance
    process. The Executive Chairman ensures that Board meetings are held as and when necessary and set the meeting agenda in
    consultation with the CEO, and Ms Jennifer Chang Shyre Gwo, the COO and Executive Director. The Executive Chairman, with
    the assistance of the CEO, the COO and Company Secretary, ensures Board members are provided with adequate and timely
    information. The Executive Chairman assists to ensure procedures are introduced to comply with the Company's guidelines
    on corporate governance. The CEO is responsible for the business and operational decisions of the Group.

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    Notwithstanding that the CEO is the son of the Executive Chairman, the Board is satisfied that there is sufficient transparency
    and accountability in view of the distinction of responsibilities. The Board is also of the view that there is a sufficiently strong
    independent element on the Board which enables the exercise of judgement with regards to the corporate affairs of the
    Group.

    Lead Independent Non-Executive Director

    In view of the Executive Chairman and the CEO are related by close family ties and both are part of the executive management
    team, Mr Yeo Chin Tuan Daniel has been appointed as the Lead Independent Non-Executive Director of the Company pursuant
    to the recommendation in Guideline 3.3 of the 2012 Code. Where a situation arises that may involve conflict of interests
    between the roles of the Executive Chairman and the CEO, it is the Lead Independent Non-Executive Director's responsibility,
    together with the other Independent Non-Executive Director, to ensure that shareholders' rights are protected. The Lead
    Independent Non-Executive Director of the Company is available to shareholders where they have concerns, which contact
    through the normal channels of the Executive Chairman and the CEO had failed to resolve or for which such contact is
    inappropriate.

    Hence, the Board believes that notwithstanding the close family ties between the Executive Chairman and the CEO, the
    current composition of the Board is able to make objective and prudent judgement on the Group's corporate affairs. The
    Board is of the view that there are sufficient safeguards and checks to ensure that the process of decision making by the
    Board is independent and based on collective decisions without any individual exercising any considerable concentration of
    power or influence.

    Led by the Lead Independent Non-Executive Director, the Independent Non-Executive Directors will meet in the absence
    of the other directors as and when circumstances warrant. The Independent Non-Executive Directors have met once in the
    absence of other Directors in FY2018.

    Principle 4: Board Membership
    There should be a formal and transparent process for the appointment and re-appointment of directors to the Board.

    Nominating Committee ("NC")


    The NC consists of two Independent Non-Executive Directors and one Non-Executive Director. The members of the NC are
    as follows:

    Dr Lam Lee G (Chairman)
    Mr Yeo Chin Tuan Daniel
    Ms Mimi Yuliana Maeloa

    The functions of the NC are reflected in the existing terms of reference approved by the Board and they include:

  • recommending to the Board on all Board appointments;
  • developing a process for evaluation of the performance of the Board, each of its Board Committees and individual
    Director;
  • recommending to the Board on the re-appointment or re-nomination of incumbent Directors, having regard to the
    respective Director's contributions and performance;
  • determining annually whether or not a Director is independent;
  • in situations where a Director has multiple board representations, to review whether the Director is able to carry out his/
    her duties as Director adequately; and
  • reviewing and making recommendations to the Board on the training and professional development programmes for the
    Board.

    During the financial year under the review, the NC together with the Management had arranged for the Board members to
    attend various training programmes and seminars to ensure that the Board members were constantly updated and equipped
    with the necessary and relevant skills, knowledge and competencies to cope with the increasingly complex operation of the
    Group in order to discharge their duties effectively.


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    The considerations in assessing the capacity of Directors include the following:

  • Expected and/or competing time commitments of Directors, including whether such commitment is a full-time or part
    time employment capacity;
  • Geographical location of Directors;
  • Size and composition of the Board;
  • Nature and scope of the Group's operations and size; and
  • Capacity, complexity and expectations of the other listed directorships and principle commitments held.


  • The NC has reviewed the time spent and attention given by each of the Directors to the Company's affairs, taking into
    account the multiple directorships and other principal commitments of each of the Directors (if any), and is satisfied that all
    Directors have discharged their duties adequately for FY2018.

    The NC, in consultation with the Board, would identify the current needs of the Board in terms of skills and experience to
    complement and strengthen the Board. In its search and selection process for new Directors, the NC taps on the resources of
    Directors' personal contacts and recommendations of potential candidates. The NC would meet and appraise the nominees
    to ensure that the candidates possess relevant experience and calibre to contribute to the Group and its businesses, having
    regard to the attributes of the existing Board and the requirements of the Group. New Directors are appointed by the
    Board by way of a Board resolution, upon the NC's recommendation. In accordance with the Company's Articles, these new
    Directors who are appointed by the Board are subject to re-election by shareholders at the next annual general meeting
    ("AGM") after their appointment.

    The Company's Articles also provides that at least one-third of the remaining Directors be subject to re-election by rotation
    at each AGM. For the avoidance of doubt, each Director shall retire at least once every three (3) years. This will enable all
    shareholders to exercise their rights in selecting all Board members. In relation to the re-election of incumbent Directors,
    the NC would assess the performance of the Director in accordance with the performance criteria set by the Board and
    also consider the current needs of the Board. Subject to the NC's satisfactory assessment, the NC would recommend the
    proposed re-election of the incumbent Director to the Board for consideration and approval.

    The NC has recommended the following Directors to retire pursuant to Article 106 of the Company's Articles, being eligible
    and having consented, be re-elected at the forthcoming AGM:

    Name of Director Appointment Date appointment
    Ms Mimi Yuliana Maeloa Non-Executive Director 26 April 2010
    Mr Yeo Chin Tuan, Daniel Lead Independent Non-Executive Director 26 April 2010

    Information on other principal commitments of the Directors is set out in the "Board of Directors" section of this Annual
    Report. The date of initial appointment and last re-election of each director to the Board together with his/her directorships
    in other listed companies, both current and those held over in the preceding three years, are set out below:


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    Name of Director Date of first appointment to the Board Date of last re-election as Director Current directorships in listed companies Past directorships in listed companies (preceding three years)
    Madam Oei Siu Hoa @ Sukmawati Widjaja 12 March 2010 26 April 2018 N.A N.A
    Mr Hano Maeloa 27 July 2007 26 April 2018 China Medical (International) Group Limited Asia-Pacific Strategic Investments Limited
    Ms Jennifer Chang Shyre Gwo 8 November 2010 12 April 2017 China Medical (International) Group Limited N.A
    Mr Yeo Chin Tuan,Daniel 26 April 2010 28 April 2016 R3D Global Limited China Medical (International) Group Limited
    Dr Lam Lee G 26 April 2010 12 April 2017 Adamas Finance Asia Limited
    Aurum Pacific (China) Group Limited
    AustChina Holdings Limited
    China LNG Group Limited
    China Medical (International) Group Limited
    China Real Estate Grp Limited
    China Shandong Hi-Speed Financial Group Limited
    CSI Properties Limited
    Elife Holdings Limited
    Glorious Sun Enterprises Limited
    Haitong Securities Company Limited
    Hsin Chong Group Holdings Limited
    Hua Long Jin Kong Company Limited
    Huarong Investment Stock Corporation Limited
    Kidsland International Holdings Limited
    Mei Ah Entertainment Group Limited
    Asia-Pacific Strategic Investments Limited
    Mingyuan Medicare Development Company Limited
    Roma Group Limited
    Rowsley Limited
    UDL Holdings Limited
    Vietnam Equity Holding
    Xi'an Haitiantian Holdings Company Limited


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    Name of Director Date of first appointment to the Board Date of last re-election as Director Current directorships in listed companies Past directorships in listed companies (preceding three years)
    Mingfa Group (International) Company Limited
    National Arts Entertainment and Culture Group Ltd
    Singapore eDevelopment Ltd
    Sunwah International Limited
    Sunwah Kingsway Capital Holdings Limited
    Tianda Pharmaceuticals Limited
    TMC Life Sciences Berhad
    Vongroup Limited
    Ms Mimi Yuliana Maeloa 26 April 2010 28 April 2016 N.A N.A

    The Company currently does not have any alternate directors.

    Sufficient Time and Attention by Directors

    The Group has guidelines in place to address the competing time commitments faced by Directors serving on multiple
    boards and the Board has determined a general guideline that the maximum number of listed company board representations
    which any Director may hold is five (5). Any exceptions to this guideline are specifically approved by the NC, giving regard
    to whether the particular Director would still be able to devote sufficient time and attention to the affairs of the Group,
    taking into consideration the Director's number of listed company board representations and his or her other principal
    commitments.

    Notwithstanding that Dr Lam Lee G currently has directorships in more than 5 listed companies (including the Company),
    the NC is of the view that, Dr Lam Lee G has the capability and ability to undertake other obligations or commitments
    together with serving on the Board effectively. Such number of board representations enables the Director to widen his
    experience as a board member and at the same time, addresses competing time commitments faced by the Director who
    serves on multiple boards. The NC is satisfied that sufficient time and attention has been given by each of the Directors to
    the Company's affairs, and is satisfied that all Directors have discharged their duties adequately for FY2018.

    Succession Planning for Directors, in particular, the Chairman and for the CEO

    Succession planning is an important part of the governance process. The NC will review the board succession plans for
    Directors, in particular, the Chairman and the CEO and make recommendations to the Board with regards to any adjustments
    that are deemed necessary.

    Principle 5: Board Performance
    There should be a formal assessment of the effectiveness of the Board as a whole and its board committees and the
    contribution by each director to the effectiveness of the Board.



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    Assessing Board Performance

    The 2012 Code states that there should be a formal assessment of the effectiveness of the Board as a whole and its Board
    Committees and the contributions by each Director to the effectiveness of the Board. The 2012 Code further recommends
    that the NC proposes effective criteria to evaluate how the Board should be evaluated.

    The table below sets out the performance criteria, as recommended by the NC and approved by the Board, to be relied upon
    to evaluate the effectiveness of the Board as a whole and its Board Committees, and for assessing the contribution by each
    Director to the effectiveness of the Board:

    Board and Board Committees Individual Directors
    1. Size and composition
    2. Access to information
    3. Board processes
    4. Strategic planning
    5. Board accountability
    6. Risk management
    7. Succession planning
    1. Commitment of time
    2. Knowledge and abilities
    3. Teamwork
    4. Independence (if applicable)
    5. Overall effectiveness
    6. Attendance at Board and Board Committee meetings

    The NC continued with the existing internal guidelines adopted in the previous year which include an annual board assessment
    checklist that was being completed by all members of the Board individually, and a group checklist prepared jointly by the
    members of the NC to evaluate the performance of the Board, its Board committees and each individual Director. All NC
    members have abstained from the voting or review process of any matters in connection with the assessment of his/her
    performance.

    No external facilitator was used in the evaluation process.

    The NC is satisfied that the current size and composition of the Board provides it with adequate ability to meet the existing
    scope of needs and the nature of operations of the Company. From time to time, the NC will review the appropriateness of
    the current Board size, taking into consideration the changes in the nature and scope of operations as well as the regulatory
    environment.

    The Board has met its performance objectives in FY2018.

    Principle 6: Access to Information
    In order to fulfil their responsibilities, Board members should be provided with complete, adequate and timely
    information prior to board meetings and on an on-going basis so as to enable them to make informed decisions to
    discharge their duties and responsibilities.

    Board Access to Information


    The Board has separate and independent access to key management personnel and the Company Secretary at all times.
    Requests for information from the Board are dealt with promptly by Management. The Board is informed of all material
    events and transactions as and when they occur. The Management provides the Board with quarterly reports of the
    Company's performance include information on financial, business and corporate issues to enable Directors to be properly
    briefed on issues to be considered at the Board and Board Committees meetings. The Management also consults with Board
    members regularly whenever necessary and appropriate. The Board members receive board papers prior to Board meetings
    in a timely manner. Key management personnel will also provide any additional material or information that is requested by
    Directors or that is necessary to enable the Board to make a balanced and informed assessment of the Group's performance,
    position and prospects. Directors are also provided with the contact details of key management personnel to facilitate direct
    and independent access to Management.

    The Company Secretary attends all Board and Board Committees meetings. The Company Secretary administers, attends
    and prepares minutes of Board and Board Committees meetings, and assists the Chairman in ensuring that Board
    procedures are followed and reviewed so that the Board functions effectively and that the Company's Articles and the


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    relevant rules and regulations applicable to the Company are complied with. All Directors have separate and independent
    access to the Company Secretary. The appointment and removal of the Company Secretary are subject to the approval of
    the Board.

    The Board, in fulfilling its responsibilities, can as a group or individually, when deemed fit, direct the Company to appoint
    professional advisers to render professional advice.

    (B) Remuneration Matters

    Principle 7: Procedures for Developing Remuneration Policies
    There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing
    the remuneration packages of individual directors. No director should be involved in deciding his own remuneration.
    Principle 8: Level and Mix of Remuneration

    The level and structure of remuneration should be aligned with the long-term interest and risk policies of the
    company, and should be appropriate to attract, retain and motivate (a) the directors to provide good stewardship of
    the company, and (b) key management personnel to successfully manage the company. However, companies should
    avoid paying more than is necessary for this purpose.

    Principle 9: Disclosure on Remuneration
    Every company should provide clear disclosure of its remuneration policies, level and mix of remuneration, and the
    procedure for setting remuneration, in the company's Annual Report. It should provide disclosure in relation to its
    remuneration policies to enable investors to understand the link between remuneration paid to directors and key
    management personnel, and performance.

    The RC is responsible for ensuring a formal and transparent procedure for developing policy on executive remuneration, and
    for fixing the remuneration packages of individual Directors and key management personnel.

    Remuneration Committee

    The RC comprises three members, the majority of whom are independent. All members of the RC are non-executive and the
    members of the RC are as follows:

    Mr Yeo Chin Tuan Daniel (Chairman)
    Dr Lam Lee G
    Ms Mimi Yuliana Maeloa

    Remuneration Matters

    The duties and responsibilities of the RC are as follows:

  • review and recommend an appropriate remuneration framework/package for the Directors and key management
    personnel, and service contract terms to the Directors and key management personnel to ensure that it can attract,
    retain and motivate individuals of the right caliber to manage the business of the Group;

  • make recommendations to the Board on specific remuneration packages for each Executive Director, the CEO and key
    management personnel of the Group;
  • review all aspects of remuneration, including but not limited to Directors' fees, salaries, allowances, bonuses, options,
    share-based incentives and awards and benefits-in-kind;
  • review periodically the appropriateness and relevance of certain aspects of remuneration policies and practices
    including incentive payments where applicable, variable bonuses, the options to be issued under the share option scheme,
    the awards to be granted under the share plan and other benefits-in-kind; and
  • oversee the administration of the employees' share option scheme and performance share plan.

  • No Director or member of the RC shall be involved in deciding his own remuneration, except for providing information and
    documents specifically requested by the RC to assist it in its deliberations. No remuneration consultants were engaged in
    FY2018. The RC may obtain expert professional advice on remuneration matters, if required, at the expense of the Company.


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    The RC reviews and recommends to the Board on the specific remuneration package which comprises a fixed component
    and a variable component for the Executive Directors and key management personnel. The fixed and variable components
    are in the form of a base salary and variable bonus that are linked to the performance of the Company and individual. There
    are appropriate and meaningful measures in place for the purpose of assessing the performance of Executive Directors and
    key management personnel. In determining remuneration packages of Executive Directors and key management personnel,
    the RC will ensure that Directors and key management personnel are adequately but not excessively rewarded. The RC will
    consider, in consultation with the Board, amongst other things, their responsibilities, skills, expertise and contributions
    to the Company's performance and whether the remuneration packages are competitive and sufficient to ensure that the
    Company is able to attract and retain the best available executive talent.

    The RC had reviewed and is satisfied that the performance conditions used (e.g. leadership qualities, people development
    skills and commitment, etc.) to determine the Executive Directors and key management personnel entitlement under the
    short-term and long-term incentive schemes have been met in FY2018.

    In reviewing and recommending the remuneration of Independent Non-Executive Directors and Non-Executive Director, the
    RC will consider, in consultation with the Board, the level of contribution, taking into account factors such as effort and time
    spent, and responsibilities of the particular Director. The RC will ensure that the Independent Non-Executive Directors and
    Non-Executive Director are not over compensated to the extent that their independence may be compromised.

    Level and Mix of Remuneration

    The Company adopted the objectives as recommended by the 2012 Code to determine the framework and levels of
    remuneration for Directors and key management personnel so as to ensure that it is competitive and sufficient to attract,
    retain and motivate the individuals who possess the required experience and expertise to run the Group successfully, without
    being excessive.

    In addition to the above, the Company ensures that performance-related remuneration system was implemented to ensure
    that the interests of the shareholders are aligned with the Executive Directors and key management personnel and in order
    to promote the long-term success of the Company.

    Each Executive Director has a service agreement with the Company. The Company does not use contractual provisions
    to allow the Company to reclaim incentive components of remuneration from Executive Directors and key management
    personnel in exceptional circumstances of misstatement of financial results, or of misconduct resulting in financial loss to
    the Company. The Executive Directors owe a fiduciary duty to the Company. The Company should be able to avail itself to
    remedies against the Executive Directors in the event of such breach of fiduciary duties.

    The Independent Non-Executive Directors have not entered into service agreements with the Company.


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    Director's Remuneration
    Name of Director Salary
    %
    Bonus
    %
    Fees
    %
    Fringe
    Benefits
    %
    Allowances
    %
    Total
    %
    S$2,000,000 to S$2,250,000
    Mdm Oei Siu Hoa @
    Sukmawati Widjaja
    46 50 2 2 - 100
    S$1,500,000 to S$1,750,000
    Mr Hano Maeloa 51 42 2 5 - 100
    $750,000 to $1,000,000
    Ms Jennifer Chang Shyre Gwo 50 42 5 - 3 100
    Below $250,000
    Mr Yeo Chin Tuan Daniel - - 100 - - 100
    Dr Lam Lee G - - 100 - - 100
    Ms Mimi Yuliana Maeloa - - 100 - - 100

    The Executive Directors and Non-Executive Directors receive directors' fees, in accordance with their level of contributions,
    taking into account factors such as responsibilities, effort and time spent for serving on the Board and Board Committees.
    The directors' fees are recommended by the Board for shareholders' approval at the AGM.

    Remuneration of Top 4 Key Management Personnel (who are not Directors or the CEO)
    Name of Director Salary
    %
    Bonus
    %
    Fees
    %
    Fringe
    Benefits
    %
    Allowances
    %
    Total
    %
    Below $250,000
    Mr Kenneth Lian 84 7 - - 9 100
    Mr Goh Bingzheng 70 21 - - 9 100
    Ms Ling Ngiik Kee, Rose 67 25 - - 8 100
    Mr Yei Maung 67 27 - - 6 100


    As at end of FY2018, there were 4 key management personnel in the Company (who are not Directors or the CEO).

    There were no share options/awards granted to the Directors and the top 4 key management personnel in FY2018.

    There were no termination, retirement or post-employment benefits granted to Directors, the CEO, the COO and key
    management personnel other than the standard contractual notice period termination payment in lieu of service.

    The Company has decided not to fully disclose the remuneration paid to each Director and the aggregate remuneration
    paid to the top 4 key management personnel having regard to the highly competitive human resource environment and the
    confidential nature of staff remuneration matters, so as to ensure the Company's competitive advantage in the retention of
    its key management team.

    Mr Kenneth Lian is the husband of Madam Oei Siu Hoa @ Sukmawati Widjaja, and is the Business Development Director of
    the Company. The remuneration of Mr Kenneth Lian was between S$150,000 to S$200,000 in FY2018. Except for the above,
    there was no employee of the Group who was an immediate family member of a Director or the CEO whose remuneration
    exceeded S$50,000 in FY2018.


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    Share Option Scheme Committee and Performance Share Plan Committee

    The Company has a share option scheme and a performance share plan in place. The Share Option Scheme Committee
    is responsible for the administration of the "Top Global Share Option Scheme 2011" (the "Scheme"), in accordance with
    the rules of the Scheme. The Performance Share Plan Committee is responsible for the administration of the "Top Global
    Performance Share Plan" (the "PSP") in accordance with the rules of the PSP. Both the Scheme Committee and the PSP
    Committee are made up of the members of the RC, namely Mr Yeo Chin Tuan Daniel, Dr Lam Lee G and Ms Mimi Yuliana
    Maeloa.

    Please refer to the Directors' Statement in this Annual Report for further details of the Scheme and the PSP.

    (C) Accountability and Audit

    Principle 10: Accountability
    The Board should present a balanced and understandable assessment of the company's performance, position and prospects.

    Principle 11: Risk Management and Internal Controls
    The Board is responsible for the governance of risk. The Board should ensure that management maintains a sound
    system of risk management and internal controls to safeguard shareholders' interests and the company's assets,
    and should determine the nature and extent of the significant risks which the Board is willing to take in achieving its
    strategic objectives.

    Principle 12: Audit Committee
    The Board should establish an Audit Committee ("AC") with written terms of reference which clearly set out its
    authority and duties.


    Accountability

    The Board understands its accountability to shareholders on the Group's position, performance and progress. The Board
    will update shareholders on the operations and financial position of the Group through quarterly and full year results
    announcements as well as timely announcements of other matters as prescribed by the relevant rules and regulations to
    provide the shareholders with a balanced and understandable analysis and explanation of the Group's financial performance,
    position and prospects.

    The Management provides the Board on a quarterly basis, financial reports and other information on the Group's performance,
    financial position and prospects for their effective monitoring and decision-making.

    Risk Management and Processes

    The Company regularly reviews and improves its business and operational activities to identify areas of significant business
    risks as well as respond appropriately to controls and mitigate these risks. The Company reviews all significant control
    policies and procedures and highlights all significant matters to the AC and the Board. Currently, the Company does not
    have a risk management committee.

    Internal Controls

    The Board is responsible for the overall internal control framework, but acknowledges that no cost-effective internal control
    system will preclude all errors and irregularities. The system is designed to manage rather than eliminate the risk of failure
    to achieve business objectives and can provide only reasonable and not absolute assurance against material misstatement
    or loss. The internal controls in place will address the financial, operational, compliance and information technology risks
    and the objectives of these controls are to provide reasonable assurance that there are no material financial misstatements
    or material loss and assets are safeguarded. Regular evaluations are performed to ensure that internal controls are adequate
    to meet the Group's requirements.


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    Relying on the reports from the internal and external auditors, the AC carried out assessment of the effectiveness of key
    internal controls during the year. Any material non-compliance or weaknesses in internal controls or recommendations
    from the internal and external auditors to further improve the internal controls were reported to the AC. The AC will also
    follow up on the actions taken by the Management on the recommendations made by the internal and external auditors.

    The Board has received assurances from the CEO and COO:

  • that the financial records have been properly maintained and the financial statements give true and fair view of the
    Group's operations and finances; and
  • the Group's risk management and internal control systems are effective.

  • Based on the various management controls in place, the reports from the internal and external auditors, reviews conducted
    by the Management, the Board with the concurrence of the AC, is of the opinion that the internal controls addressing
    financial, operational, compliance and information technology risk and the risk management systems maintained by the
    Group are adequate and effective in FY2018.

    The Board also notes that all internal control systems and risk management systems contain inherent limitations and no
    system of internal controls or risk management system could provide absolute assurance against the occurrence of material
    errors, poor judgment in decision making, human error, losses, fraud or other irregularities.

    As the Group continues to grow the business, the Board will continue to review and take appropriate steps to strengthen the
    Group's overall system of internal controls and risk management systems.

    Audit Committee

    The AC of the Company is made up of three Board members, the majority of whom are Independent Non-Executive Directors.
    All members of the AC are non-executive and members of the AC are as follows:

    Yeo Chin Tuan Daniel (Chairman)
    Dr Lam Lee G
    Ms Mimi Yuliana Maeloa

    The Board is of the view that all members of the AC are appropriately qualified in that they have sufficient accounting or
    related financial management expertise and experience to discharge their responsibilities properly.

    The AC is regulated by its terms of reference and its key functions include:

  • review the audit plans of the Company's external auditors, including the results of the auditors' review and audit report,
    the Management letter and Management's response and evaluation of the Company's system of internal controls;
  • review the quarterly and annual financial statements of the Group focusing in particular, on significant financial reporting
    issues and judgements, any significant adjustments, changes in accounting policies and practices, major risk areas,
    significant adjustments resulting from the audit, the going concern statement, compliance with accounting standards
    stock exchange and statutory/regulatory requirements before submission to the Board for approval;
  • review any formal announcements relating to the Company's financial performance;
  • discuss problems and concerns, if any, arising from the audits, in consultation with the external auditors and internal
    auditors where necessary and to meet the external auditors and internal auditors without the presence of the
    Management, at least annually;
  • review the assistance and cooperation given by the Management to the external auditors;
  • review annually the scope and results of the audit and its cost effectiveness as well as the independence and objectivity
    of the external auditors;
  • review the internal audit function and ensure coordination between external auditors and internal auditors and the
    Management;
  • review the adequacy of the Company's internal controls;
  • review the scope and results of the internal audit procedures including the effectiveness of the internal audit functions
    and ensure that the said functions are adequately resourced;


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  • review and discuss with the external auditors, any suspected fraud or irregularity, or suspected infringement of any relevant
    laws rules or regulations, which has or is likely to have a material impact on the Company's operating results or financial
    position and the Management's response;
  • review arrangements by which staff of the Company may, in confidence, raise concerns about possible improprieties in matters
    of financial reporting or other matters and ensure that arrangements are in place for the independent investigations of such
    matters and for appropriate follow up actions;
  • review any potential conflict of interest;
  • report to the Board its findings from time to time on matters arising and requiring the attention of the AC;
  • review interested person transactions, falling within the scope of Chapter 9 of the Listing Manual of the SGX-ST;
  • recommend to the Board the appointment, re-appointment and removal of the external auditors and approve the remuneration
    and terms of engagement of the external auditors;
  • undertake such other reviews and projects as may be requested by the Board and report to the Board its findings from time to
    time on matters arising and requiring the attention of the AC; and
  • undertake generally such other functions and duties as may be required by statute or the Listing Manual of the SGX-ST, and by
    such amendments made thereto from time to time.

  • Apart from the above functions, the AC shall commission and review the findings of internal investigations into matters
    where there is any suspected fraud or irregularity, or failure of internal controls or infringement of any Singapore laws, rules
    or regulations which has or is likely to have a material impact on the Group's operating results and/or financial position. Each
    member of the AC shall abstain from voting on any resolutions in respect of matters in which he/ she is interested.

    The AC has full access to and cooperation of the Management, external auditors and internal auditors. It also has the
    discretion to invite any Director and executive officer to attend its meetings. The AC has adequate resources to enable it to
    discharge its responsibilities properly.

    The external auditors provides regular updates and periodic briefings to the AC on changes or amendments to accounting
    standards to enable the members of the AC to keep abreast of such changes and their corresponding impact on the financial
    statements, if any.

    The Company's external auditors, Nexia TS Public Accounting Corporation had carried out their duties in the course of their
    statutory audit, and considered the internal controls that are relevant to the Company's preparation of financial statements.
    Any internal control weaknesses noted during their audit, including the external auditors' recommendations to address such
    non-compliance and weakness, would be reported to the AC.

    The Management would then follow-up on the external auditors' recommendations as part of Management's role in the
    review of the Company's internal control systems. The Management together with the Board has reviewed all the audit
    reports and findings from the external auditors. In addition, the AC has reviewed the Company's system of internal controls,
    including financial, operational and compliance records, risk management policies and systems established by Management
    during the year and is satisfied that the overall system of controls is adequate.

    The AC has met with the external and internal auditors once without the presence of Management in FY2018.

    During the financial year under review, the AC reviewed and approved the internal and external audit plans and financial
    results.

    The AC constantly bears in mind the need to maintain a balance between the independence and objectivity of the external
    auditors and the non-audit work carried out by the external auditors based on value for-money consideration. During the
    year under review, the aggregate amount of audit fees paid to the external auditors amounted to S$287,945. There were no
    non-audit services rendered by external auditors during FY2018. The AC had reviewed the audited services provided by the
    external auditors and was satisfied that the nature and extent of such services would not prejudice the independence of the
    external auditors.

    The AC has recommended and the Board has approved the nomination for re-appointment of Nexia TS Public Accounting
    Corporation as external auditors of the Company at the forthcoming AGM.


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    Nexia TS Public Accounting Corporation has been appointed to audit the accounts of the Company and its Singapore-incorporated
    subsidiaries. The Company does not have any significant associated company. The Group has appointed
    different auditors for its overseas subsidiaries. One of the Company's subsidiaries, PT Suryamas Dutamakmur Tbk is listed
    on the Indonesia Stock Exchange. The Company is in compliance with Rules 712 and 715 of the Listing Manual in relation to
    the external auditors.

    Whistle-Blowing Policy

    Whistle-blowing policy and procedures are put in place to provide the Group's employees and external parties who have
    dealings with the Group with well defined, accessible and trusted channels to report suspected fraud, corruption, dishonest
    practices or other impropriety in the workplace, and for the independent investigation of any reported incidents and
    appropriate follow up action. The Company's employees and external parties who have dealings with the Group may, in
    confidence, raise concerns about possible improprieties in matters of financial reporting and other matters by reporting to
    the Whistleblowing Committee of the Group. The contact information of the Whistleblowing Committee is set out in its
    corporate website at www.topglobal.com.sg.

    Principle 13: Internal Audit
    The company should establish an effective internal audit function that is adequately resourced and independent of
    the activities it audits.


    Internal Audit

    The Board recognises the importance of maintaining a system of internal controls to safeguard the shareholders' investments
    and the Company's assets. The Company has engaged a professional firm, BDO LLP, as well as leveraged on internal resources
    for its internal audit functions of the Group to perform the review and test of controls of its processes. Mr Soegi Harto is an
    Indonesian citizen and graduated from the University of Tarumanagara in Jakarta in 1991. He started his career at Siddharta
    & Siddharta Public Accountant Office, and then held various positions at PT Indocement Tunggal Perkasa, PT Asuransi Sinar
    Mas, PT Simas Life, PT Kalibesar Raya Utama, and PT Asuransi Chiyoda Indonesia. He has served as head of the internal audit
    unit for the Group's Indonesian subsidiaries since December 2009.

    The appointed internal auditor reports directly to the AC and is responsible for (i) assessing the reliability, adequacy and
    effectiveness of the system of internal controls are in place to protect the fund and assets of the Group to ensure control
    procedures are complied with, (ii) assessing the operations of the business processes under review are conducted efficiently
    and effectively and (iii) identifying and recommending improvement to internal control procedures, where required.

    The internal auditor plans its internal audit schedules in consultation with, but independent of, the Management. The
    internal audit plan is submitted to the AC for approval prior to the commencement of the internal audit. The AC will review
    the activities of the internal auditor, including overseeing and monitoring of the implementation of improvements required
    on internal control weaknesses identified.

    The AC is of the opinion that the internal audit firm and internal audit unit, are adequately qualified (given, inter alia, its
    adherence to standards set by internationally recognised professional bodies) and adequately resourced with qualified
    personnel to discharge its responsibilities effectively, and has appropriate standing within the Company, given, inter alia,
    its involvement in certain AC meetings and its unfettered access to all the Group's documents, records, properties and
    personnel, including direct access to the AC. The AC has reviewed the internal audit reports and based on the controls in
    place and is satisfied that the internal audit functions have been adequately carried out.

    (D) Shareholders rights and Responsibilities

    Principle 14
    Companies should treat all shareholders fairly and equitably, and should recognise, protect and facilitate the exercise
    of shareholders' rights, and continually review and update such governance arrangements.



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    Shareholder Rights

    The Group is committed to providing shareholders with adequate, timely and sufficient information pertaining to all major
    developments that will or expect to have an impact on the Company and/or the Group.

    The Group strongly encourages shareholder participation during the AGM which is held in a central location in Singapore,
    to stay informed of the Company's goals and strategies and to ensure a high level of accountability by the Management.
    Shareholders are able to proactively engage the Board and Management on the Group's business activities, financial
    performance and other business related matters.

    The Company's Articles allow any shareholder to approve not more than two proxies during his/her absence, to attend and
    vote on his/her behalf at the general meetings. In addition, pursuant to Section 181(6) of the Companies Act, a shareholder
    who is a custodial institution or relevant intermediary entitled to attend the meeting and vote is entitled to appoint more
    than two proxies to attend and vote on his/her behalf, but each proxy must be appointed to exercise the rights attached to a
    different share or shares held by such shareholder. Where such shareholder appoints more than two proxies, the number and
    class of shares to be presented by each proxy must be stated. This allows shareholders who hold shares through corporations
    to attend and participate in the AGM as proxies.

    Principle 15: Communication with Shareholders
    Companies should actively engage their shareholders and put in place an investor relations policy to promote regular,
    effective and fair communication with shareholders.


    Communication with Shareholders

    In line with the Company's obligations for continuing disclosure, the Board's policy is for shareholders to be informed of all
    major developments and transactions that impact the Company and/or the Group.

    The Company does not practice selective disclosure. Information is disseminated to shareholders on a transparent and
    timely basis. All price-sensitive information and financial results announcements are publicly released via SGXNET. Quarterly
    and full year results as well as the annual reports are announced or issued within the mandatory period.

    Shareholders' meetings are the main forum for communication with the Shareholders. Annual reports and circular, including
    the notices of meetings are dispatched to all shareholders within the stipulated time before the meeting. The notices of
    meetings are also published in the newspapers and announced via SGXNET. Apart from the SGXNET announcements and its
    annual report, the Company updates shareholders on its corporate developments through its corporate website at www.topglobal.com.sg.

    Principle 16: Conduct of Shareholder Meetings
    Companies should encourage greater shareholder participation at general meetings of shareholders, and allow
    shareholders the opportunity to communicate their views on various matters affecting the company.


    Shareholders are encouraged to attend the general meetings of the Company as this is the principal forum for any dialogue
    they may have with the Directors and Management of the Company. Separate resolutions on each distinct issue are tabled
    during the general meeting.

    The Company's Articles allow for abstentia voting. To facilitate participation by the shareholders, the Company's Articles
    allow any member of the Company who is unable to attend the general meetings to appoint up to two proxies to attend and
    vote on his/her behalf, other than a relevant intermediary (as defined in the Section 181(6) of the Companies Act) to attend
    and vote on their behalf. A relevant intermediary is entitled to appoint more than two proxies to attend, speak and vote at
    the general meetings.

    At the Company's general meetings, shareholders are given the opportunity to voice their views and ask Directors and/
    or Management questions regarding the Company and/or the Group. The Company requires all Directors (including the
    respective chairman of the Board Committees) to be present at all general meetings of shareholders, unless of exigencies.
    The external auditors are also required to be present to address shareholders' queries about the conduct of audit and the
    preparation and content of the independent auditor's report.


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    Minutes of the general meetings which include relevant comments and queries from shareholders relating to the agenda
    of the general meetings together with responses from the Board and Management are prepared and made available to the
    shareholders upon request.

    All resolutions are put to vote by poll, and their detailed results including the total number and percentage of votes cast
    for and against each resolution will be announced via SGXNET after the conclusion of the general meeting. An independent
    polling agent is appointed by the Company for general meetings who will explain the rules, including the voting procedures
    that govern the general meetings. All minutes of general meetings will made available to shareholders upon their request.

    Material Contracts

    There were no material contracts entered into by the Group involving the interest of the CEO, any Director or controlling
    shareholder of the Company, either still subsisting as at FY2018, or if not then subsisting, entered into since the end of the
    previous financial year.

    Interested Person Transactions ("IPT")

    The Company has established internal control policy to ensure that transactions with interested persons are properly
    documented and reported on a timely manner to the AC and that they are carried out on normal commercial terms and
    are not prejudicial to the interests of the Company and its minority shareholders. All IPTs are recorded in an IPT register and
    subject to quarterly review by the AC.

    The Company does not have a general mandate for IPTs. There were no IPTs with value more than S$100,000 transacted
    during FY2018.

    Dealing in Securities

    Pursuant to Rule 1207(19) of the Listing Manual, the Company has adopted the internal code of best practices on dealings
    in the Company's securities by the Company, its Directors and officers of the Group. Under the said code, the Company, its
    Directors and all officers of the Group are not allowed to deal in the Company's shares while in possession of price-sensitive
    information and during the period commencing two weeks before the announcement of the Company and Group's quarterly
    results and one month before the announcement of the Company and Group's yearly results and ending on the date of the
    announcement of the relevant results. In addition, the Company, its Directors and officers of the Group are advised not to
    deal in the Company's securities for short term considerations and are expected to observe the insider trading laws at all
    times even when dealing in Company's securities within the permitted trading periods.

    Code of Business Conduct

    The Company has a Code of Business Conduct which all employees are required to observe and comply with for the purpose
    of maintaining high standards of integrity, professionalism, and business conduct.

    Treasury Shares

    There were 514,200 treasury shares held by the Company as at 31 December 2018.

    Dividend Policy

    The Group currently does not have a fixed dividend policy. The Directors will review, inter alia, the Group's profit growth,
    cash position, positive cash flow generated from operations, projected capital requirements for business growth and make
    appropriate recommendations to the Board on dividend declaration. The Board has not declared dividends for FY2018 as the
    Directors had deemed it more appropriate to retain the cash in the Group at this juncture for its future growth plans.

    Sustainability Reporting

    The Company has embarked on their sustainability reporting journey and will produce the report by 31 May 2019.


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    Get In Touch

    302 Orchard Road #18-02
    Tong Building, Singapore 238862
    Tel: (65) 6746 4333 | Fax: (65) 6746 4948

    Corporate Governance