Benefits of Making Business in Singapore | Buy & Sell Business

1. BENEFITS OF MAKING BUSINESS IN SINGAPORE WWW.MERGERSCORP.COM

2. At MergersCorp M&A International we help our clients confidentially buy and sell privately held businesses, aligning the interests of all parties for mutual success and satisfaction. It is our goal to make the process of either buying a new business or selling your current business as smooth and efficient as possible. We know how important confidentiality is to our sellers and we treat it with the utmost importance. WWW.MERGERSCORP.COM

3. BENEFITS OF MAKING BUSINESS IN SINGAPORE WWW.MERGERSCORP.COM

4. Country Overview Singapore, an island city-state off southern Malaysia, is a global financial center with a tropical climate and multicultural population. The city-state in Southeast Asia consists of the island of Singapore and about 54 smaller islands. The main island is linked by a causeway to Johor Baru on the southern tip of the Malay Peninsula. The former British colonial trading post is since its independency in 1965, officially the Republic of Singapore, the city state is situated 137 km (85 mi) north of the equator, and just south of Peninsular Malaysia. In south the Strait of Singapore separates the island from the Riau Archipelago of Indonesia. Singapore occupies an area of 718 km², compared, it is the smallest state in Southeast Asia, slightly larger then one fourth of Luxembourg or also slightly larger than 3.5 times the size of the District of Columbia, Washington, DC. The city state has a population of 5.6 million people, and a resident population of 3.9 million (in 2016). Official languages are English (language of administration), Malay, Mandarin, and Tamil. Singapore is famous for being a global financial center, a shopping paradise.

5. Executive Summary Singapore is a wealthy city state in south-east Asia. Once a British colonial trading post, today it is a thriving global financial hub and described as one of Asia's economic "tigers". It is also renowned for its conservatism and strict local laws and the country prides itself on its stability and security. Chinese account for more than 75% of Singapore's multi-racial population, with Malays and Indians making up much of the remainder. Densely-populated, most of its people live in public-housing tower blocks. Its trade-driven economy is heavily supported by foreign workers. In 2013, the government forecast that by 2030, immigrants will makeup more than 50% of the population. The People's Action Party has dominated politics since the country declared independence from Malaysia in 1965. Issues such as the rising cost of living, immigration and income inequality are major challenges facing the government. The current population of Singapore is 5,831,204 as of Friday, January 31, 2020, based on Worldometer elaboration of the latest United Nations data.

6. Introduction – Doing business in Singapore Strong business and investment make Singapore the most competitive Asian country and the world's easiest place to do business. Business owners all over the world regard Singapore as an ideal location to grow their businesses, with many of them using the country as a springboard to tap into other emerging markets in Asia. Singapore is an ideal location for global businesses to site their headquarters. Strong trade and investment makes Singapore the most competitive Asian country and the world's easiest place to do business. Best business opportunities in Singapore. Singapore currently top of the Doing Business: Agriculture, Biotechnology, Transport, Online marketing, Automobiles and spare parts, Repair services. The minimum paid-up capital to set up a company is S$1. A company can increase its share capital at any time by injection of additional capital. Directors. Both Singapore-resident and foreign-resident persons can be directors of a Singapore company.

7. Conducting business in Singapore the fact that it is considered as a separate legal entity and is separate and distinct from its shareholders and directors. The main benefit of this is that the members of a company will not be held personally liable for the debts or losses of a company. Unlike all the other business entities, a private limited company can qualify for tax exemption schemes and is taxed at the effective corporate tax rate of 0-17%. Given that the Singapore government has always been actively promoting the spirit of entrepreneurship and innovation, there are two key tax exemptions that have proven to be extremely beneficial for companies. For newly incorporated companies that meet the qualifying conditions, 75% tax exemption can be claimed on its first S$100,000 of chargeable income for each of its first three consecutive years of assessment. A private limited company is the most common form of the company chosen by entrepreneurs and investors, mostly because of the tax incentives that can be applied for, as well as

8. Taxation in Singapore include: - Singapore follows a progressive resident tax rate starting at 0% and ending at 22% above S$320,000. -There is no capital gain or inheritance tax. Singapore follows a single-tier corporate tax system, where tax paid by a company on its profits is not imputed to the shareholders . Singapore personal tax rates start at 0% and are capped at 22% for residents and a flat rate of 15% to 22% for non-residents. Taxes go towards the funding of government expenditure. In the largest sector making up 54.5% of total Government Operating Expenditure is the Social Development Sector. The Security & External Relations Sector (which includes expenditure in areas such as Defence; Home Affairs; and Foreign Affairs) takes up the second largest share (34.4%) of total operating expenditure. The Economic Development Sector and Government Administration sectors make up 7.3% and 3.8% of government operating expenditure respectively. Personal income tax rate in Singapore is one of the lowest in the world. Key points of Singapore income tax for individuals

9. Trade Singapore is the 15th largest export economy in the world and the 4th most complex economy according to the Economic Complexity Index (ECI). In 2017, Singapore exported $320B and imported $293B, resulting in a positive trade balance of $27.2B. In 2017 the GDP of Singapore was $323B and its GDP per capita was $93.9k. The top exports of Singapore are Integrated Circuits($115B), Refined Petroleum ($43.1B), Gold ($10.3B), Computers ($7.37B) and Packaged Medicaments($6.01B), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Integrated Circuits ($57.8B), Refined Petroleum ($44.7B), Crude Petroleum ($19.8B), Gold ($12.1B) and Computers ($7.1B). The top export destinations of Singapore are Hong Kong ($60.8B), China ($50.3B), Malaysia ($28.4B), Indonesia ($17.9B) and the United States ($16.6B). The top import origins are China ($42.6B), Malaysia($35.7B), Other Asia ($25.4B), the United States($24.3B) and South Korea ($18.2B).

10. Banking in Singapore practices pro-business policies. The attractive policies, along with its strategic location, make Singapore a banking hub in Southeast Asia. More than 200 banks operate in Singapore, with the overall banking sector’s assets valued at almost US$2 trillion as of 2013. The Developmental Bank of Singapore (DBS) was set up in 1968 by the government of Singapore. DBS currently operates over 100 branches across the country. The bank offers a wide range of corporate and personal banking products and services, including consumer banking, treasury and capital markets services, asset management, brokerage services, and equity and debt financing. DBS holds a long-term credit rating of from Moody’s. The Post Office Savings Bank (POSB) was set up in 1877 and is the oldest running of the banks in Singapore. POSB was acquired by DBS in 1998 and currently operates as a subsidiary of DBS. POSB offers a wide range of family-oriented financial products and services. Singapore is an international financial center whose government

11. Our M&A Process NEGOTIATION & CLOSE POST MERGER INTEGRATION (PMI) INTEGRATION (PMI) POST MERGER TARGET APPRAISAL APPROACH DUE DILIGENCE Key Areas  Target & market analysis;  Initial assessment of synergies & value drivers;  Indicative valuation;  Go or No-Go decision;  Preparation of transaction documents (NDA – Non- disclosure Agreement/LOI- Letter of Intent);  Select Transaction team;  Appoint advisors;  Consider funding ability.  Initial approach letter;  Signing of NDA;  Prepare & share initial information requests;  Formulation of LOI (Letter of Intent) & possible negotiations;  Initial meeting and Q&A;  Circulate information on the Target to the Transaction team.  Set scope of due diligence;  Set up VDR (virtual data room);  Coordinating of due diligence, further meetings and Q&A sessions;  Consider points relevant to the Post-Merger (PMI) phase;  Revisit indicative valuation & prepare detailed valuation based on due diligence findings;  SPA negotiations with the seller;  Development of final structure (share/asset deal) and final valuation;  Approvals;  Signing of SPA & Close.  Consider the extent of integration;  Development of 100 Day PMI Plan;  Consider short & long term objectives;  Estimate requirements to capture synergies;  Determine resource needs & optimal allocation. Parties Involved  CFO;  Head of M&A;  Accountants;  Corporate finance advisors;  Consultants.  Senior management;  CEO, CFO, CTO;  Strategy director;  Head of M&A;  Head of Business Development;  Consultants.  Company general counsel;  Lawyers;  Senior management.  Company general counsel;  Lawyers;  Senior management/HR. 11 © Midaxo 2018 www.midaxo.com

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13. MergersCorp.com The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. Member firms of the MergersCorp network of independent firms are affiliated with MergersCorp International. MergersCorp International provides no client services. No member firm has any authority to obligate or bind MergersCorp International or any other member firm vis-à-vis third parties, nor does MergersCorp International have any such authority to obligate or bind any member firm. Copyright © 2020 MergersCorp International. All rights reserved. 13 © Midaxo 2018 www.midaxo.com