RISK FACTORS

You should evaluate carefully each of the following considerations and all of the other information set forth in this Prospectus before deciding to invest in our Shares. Some of the following considerations relate principally to the industry in which we operate and our business in general. Other considerations relate principally to general, social, economic, political and regulatory conditions, the securities market and ownership of our Shares, including possible future dilution in value of our Shares. If any of the following considerations and uncertainties develop into actual events, our business, financial condition or results of operations could be materially and adversely affected. In such a case, the trading price of our Shares could decline due to any of these considerations, and you may lose all or part of your investment in our Shares. Risks Relating To Our Business And Operations Terrorist attacks, armed conflicts, and/or outbreaks of Severe Acute Respiratory Syndrome (SARS), avian influenza, H1N1 influenza and/or other communicable diseases, may affect the markets in which we operate Any outbreak of diseases in livestock or food scares in the region or around the world, for instance, SARS, the avian influenza H5N1 virus, H1N1 influenza, salmonella, porcine respiratory and encephalitis syndrome or the Nipah virus, may lead to a reduction in the consumption of the affected type of meat or food by consumers. In addition, a loss in consumer confidence arising from an outbreak of disease concerning any particular food product may force us to reduce or eliminate the sale of that food product. Further, sources of supply for the affected type of food products may also be reduced or the relevant authorities may ban the import of the affected type of food products from particular countries as a result of the outbreak of disease. Such reductions in supply may lead to an increase in the prices of affected food products which we may not be able to pass on to our customers. Any increase in prices of food products may adversely affect our financial performance. The effects of terrorist attacks or armed conflicts may negatively affect our operations and business or those of our suppliers or customers. Such terrorist attacks or armed conflicts could have an adverse impact on our customers demand for the products we retail, our supply or distribution networks or our stores, which in turn could have an adverse impact on our business operations and financial performance. Political and economic instability resulting from such terrorist attacks and armed conflicts could also negatively impact our business operations and financial performance. We are exposed to risks associated with power supply breakdowns Breakdowns in power supply may disrupt our business operations as our customers may leave, or be deterred from visiting, our stores. In addition, as a grocery retailer, we carry significant amounts of perishable food products as part of our inventory, such as chilled meat, frozen food products, dairy products and live seafood, which are stored at our central warehouse and at various storage locations, as well as stored and displayed in our stores. Certain perishable food products require particular and consistent conditions for storage, which are in turn dependent on continuous and unbroken power supply. In the event that we are subject to a prolonged power breakdown, such perishable food products may be subject to spoilage and we may suffer significant losses as a result. There can be no assurance that our operations will not be subject to power supply breakdowns, which may cause disruptions or cessations of our business and adversely impact our financial performance. Our continued success is dependent to a significant extent on our key management and our ability to attract and retain qualified personnel Our success to date has been largely due to the vision and strategic contributions of our Executive Directors, Mr. Lim Hock Chee, Mr. Lim Hock Eng, Mr. Lim Hock Leng and Mr. Tan Ling San, who each have decades of experience in the industry and have been instrumental in developing the business of our Group. We also have an experienced management team, who each also have decades of experience in their respective areas of expertise. Our continued success will be dependent, to a large extent, on our ability to retain the services of our Executive Directors, the commitment of our key management personnel

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and our ability to identify, recruit, train and retain qualified employees. Although we have purchased keyman insurance for certain of our Executive Directors, the loss of the services of any of our key personnel without suitable replacements may adversely affect our operations and future performance. We may face rising labour costs or increases in the costs of food products or general merchandise Our business of grocery retailing is labour-intensive and our ability to meet our labour requirements, whilst controlling wage and labour-related costs, may be subject to numerous external factors, including the availability of a sufficient number of suitable persons in the relevant work force, prevailing wage rates, demographics and health and insurance costs. Our growth plans will require us to hire, train and retain a significant number of new employees in the future. From time to time, the grocery retailing industry has experienced a shortage of skilled personnel, especially store managers. We compete against other grocery retailers and other retailers for these skilled personnel. We may have to increase wages and benefits to attract and retain qualified personnel or risk considerable employee turnover. If we are unable to hire, train and retain qualified employees at a reasonable cost, we may be unable to execute our growth strategy and our financial performance may be adversely affected. In addition, our grocery retailing business involves the sale of food products and general merchandise which we purchase from suppliers and contract manufacturers. The cost and availability of these products are subject to many economic and political factors and events occurring throughout the world which we can neither control nor accurately predict. The prices of certain food products have been subject to high volatility. In the event that we are unable to pass on any significant increases in the costs of food products or general merchandise to our customers, our financial performance may be affected. We may be affected by contaminated food products, complaints and claims from consumers and/ or negative publicity In the event that consumers lose confidence in the safety or quality of certain food products due to, for example, adverse publicity in newspaper or consumer reports, consumers may be discouraged from buying such products from our stores, which may lead to lower sales and adversely affect our financial performance. The packaging, marketing, distribution and sale of food products entail an inherent risk that a food product may contain contaminants and be inadvertently redistributed by our stores. Real or perceived sales of contaminated food products by us could result in product liability claims, product recalls and a loss of consumer confidence and sales, and may have a material adverse effect on our reputation, sales and operations. Further, depending on the severity of such events, we may even be ordered to suspend or cease all or part of our business operations by the relevant authorities and the results of our operations may consequentially be materially affected. In addition, any negative publicity or announcements relating to us or our Directors, Key Executives, Controlling Shareholders or their Associates may adversely affect the markets perception of us or our stock performance, whether or not such allegations are justified. For example, property owned by E Land Properties was subject to certain negative press coverage in October 2010, when Channel NewsAsia reported that mosquito larvae was found breeding at a Sheng Siong-owned wet market, being the Elias Mall market leased by E Land Properties from HDB. Our Groups Elias Mall Market Stalls are located in this Elias Mall market. Other examples of negative publicity include unsuccessful attempts at joint ventures, acquisitions or takeovers, and any involvement in insolvency proceedings. We may be affected by our leases, including by rental increases, failure to procure renewals of existing leases or new leases at strategic locations or termination of leases prior to expiry We lease and/or license all of our premises for our business activities. As such, rental costs form a significant component of our total operating expenses. For FY2008, FY2009, and FY2010, rental costs of our stores as a percentage of our total revenue were approximately, 1.8%, 1.9%, and 2.3% respectively. Please refer to the sections entitled Managements Discussion and Analysis of Results of Operations and Financial Position, and Trend Information of this Prospectus for more details.

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Given the economic growth of Singapore generally, rental costs in Singapore for new or renewed leases may increase. We may also be unable to obtain or renew leases on terms and conditions favourable to us, or at all. Certain of our leases provide that the landlord may terminate the lease prior to expiry. For example, in November 2010, our Ten Mile Junction Supermarket was closed as the landlord sold the premises to a third party and the lease was not renewed, and in March 2011, we received notice that our Tanjong Katong Supermarket would have to close in September 2011 as the landlord had sold the premises to a third party and the lease would not be renewed. In addition, in the event a landlord is of the opinion that our manner of occupation or our operations are not consistent with the landlords terms or conditions for use of the premises, we may be subject to inspections, required to adapt or curtail our operations, and/or our lease of such premises may be terminated. We also sub-lease a portion of our leased premises to third parties, and have obtained or are in the process of obtaining the requisite approvals for such sub-leases. Our sub-leases may be terminated in the event that such approvals are not forthcoming, or the leases are not renewed or terminated prior to expiry. For example, we terminated the sub-leases for our Ten Mile Junction Supermarket as the landlord sold those premises to a third party and the lease was not renewed. Due to such termination, our rental income from the relevant sub-leases was reduced by approximately S$2.0 million in FY2010. Please refer to the section entitled General Information of our Group Properties of this Prospectus for more details. The termination or non-renewal of our leases or renewal upon less favourable terms may have an adverse effect on our business and financial performance as we may have to seek alternative sites for existing stores, and there can be no assurance that alternative sites will be available at comparable locations or leased on comparable terms. The success of our business and our growth also depend on our ability to secure good locations for our stores. In our opinion, good locations for our stores possess characteristics including heavy human traffic flow, reasonable rental costs and close proximity to densely populated housing estates. There is no assurance that we will be able to continue to secure good locations to expand our business or have the financial resources to do so, and this may affect our growth and financial performance. In addition, as at the Latest Practicable Date, we lease or license four (4) of our stores premises and three (3) stalls from E Land Properties and a packing and storage area from SS Canteen. Each of E Land Properties and SS Canteen is an Associate of our Founders and an Interested Person in relation to us. Although the rental for these properties were negotiated on an arms length basis, and we intend to continue negotiating such leases and licences on an arms length basis, conflict of interests may arise between us and E Land Properties, SS Canteen or our Founders, including in relation to the rental rates to be charged. Please refer to the section entitled Interested Person Transactions and Conflict of Interests of this Prospectus for more details. Our success is dependent on our ability to achieve substantial cost savings through various business strategies As profit margins in the grocery retail industry tend to be narrow, we strive to reduce costs by increasing productivity and efficiencies in our distribution processes and developing other similar strategies. If we are unable to achieve the cost reductions planned, there may be an adverse effect on our financial performance. Please refer to the section entitled Prospects, Business Strategies and Future Plans Our Business Strategies and Future Plans of this Prospectus for more details. We may not be able to maintain appropriate inventory levels or anticipate or respond to changing consumer preferences on a timely basis We sell a wide selection of products, including live and chilled produce such as seafood, meat and vegetables, processed, packaged and/or preserved food products, and general merchandise such as toiletries and essential household products. As at 31 December 2010, our inventories had a carrying value of approximately S$26.4 million, and represented approximately 15.1% of our total assets. As at 31 December 2010, our inventory write-offs amounted to S$1.5 million. We constantly review our inventory control methods and procedures in order to minimise spoilage and overstock and to ensure that sufficient inventory of our products are available to meet the demands of our customers. In addition, we constantly 37

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review and change the product mix offered by our stores to our customers to ensure that the product mix reflects, inter alia, our customers demographics, lifestyles and purchasing patterns, in order to optimise our sales. In the event that we are unable to maintain appropriate inventory levels or anticipate or respond to changes in our customers purchasing requirements in an appropriate and timely manner or at all, our reputation, sales and financial performance may be adversely affected. Further, in the event that any inventory stored in our stores, warehouse or other storage locations is subject to damage, including by floods or fires, this may reduce our inventory levels, disrupt our business operations, and/or adversely affect our sales and financial performance. Certain of our stores contribute significantly to our financial results As at 31 December 2010, six (6) of our stores (Key Stores), including our Ten Mile Junction Supermarket and our Tanjong Katong Supermarket, each contributed between 5.0% and 10.0% to our revenue for FY2010. In November 2010, our Ten Mile Junction Supermarket was closed as the landlord had sold the premises to a third party and the lease was not renewed. In March 2011, we received notice that our Tanjong Katong Supermarket would have to close in September 2011 as the landlord had sold the premises to a third party and the lease would not be renewed. In the event that there are disruptions in the business or operations or material changes to the financial results of any of the other Key Stores or any or all of our stores, our financial performance may be affected. We rely heavily on automated systems to operate our business We have large and complex information technology systems which are integral to our business operations. It may be difficult or costly to keep our information technology systems up-to-date, or to implement system maintenance and upgrades, and disruptions to our business may result, leading to expense or loss. Disruptions to our systems may also occur due to security breaches, damage to our data centres, or external interruptions in technology infrastructure. Although we have devised and implemented a data recovery plan, including back-up procedures, any system disruption or failure could reduce customer satisfaction, and/or adversely affect our reputation, operations and future growth. As we accept debit and credit cards for payment, including China UnionPay credit and debit cards, our Sheng Siong Diners Club credit cards, as well as Mastercard and Visa credit and debit cards, we are subject to the Payment Card Industry Data Security Standard (PCI Standard) issued by the Payment Card Industry Security Standards Council, which specifies various requirements for compliance to prevent, inter alia, credit and debit card fraud. Despite our efforts to comply with the PCI Standard and otherwise secure our information technology systems, our network security may be compromised and our business may be disrupted or our confidential information may be misappropriated, which may adversely affect our business, reputation, and cause us to incur significant costs in reimbursing third parties. We may be subject to disruptions in our supply or distribution networks and store operations We source our food products and general merchandise from a large number of domestic and international suppliers and contract manufacturers. Some of our products are stored in our warehousing and distribution centre, and subsequently delivered to our various stores by our fleet of trucks. Some of our products are delivered directly to our stores by our suppliers. We also store some products, such as rice, fish, fruits and vegetables, at our premises or premises belonging to third party logistics providers. Various external factors, including political or economic instability and severe weather conditions or natural disasters such as floods, earthquakes or typhoons, in the areas in which we have supply or distribution networks or stores, may result in closure of such areas, disruption of our supply or distribution networks and store operations, delivery delays, decreases in the availability or selection of products in our stores, reductions in store personnel, and costs increases. Severe weather conditions and natural disasters may also affect the growing conditions, quantity and quality of crops yielded by food producers and adversely affect the availability or cost of certain products. Such disruptions to our supply or distribution network or store operations may adversely affect our business operations and financial performance.

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Electronic commerce may change the competitive landscape of our business In light of the rapid development of electronic commerce, there can be no assurance that our contract manufacturers and suppliers current distribution model and our customers current purchasing methods will not change. Our contract manufacturers and suppliers may change their business model, including by choosing to undertake direct distribution of their products to consumers. Our consumers may also choose to shop for groceries and general merchandise online instead of shopping at our stores in person. We do not currently provide any online grocery retailing services. Any material changes in our contract manufacturers and suppliers current distribution model or our customers current purchasing methods may adversely affect our business and our financial performance. Our intellectual property rights may be subject to imitation or otherwise infringed Our Sheng Siong trade name has become an established household brand in Singapore and our trademarks are used in the marketing and promoting of our products and merchandise to our customers. Our trademarks include trademarks relating to our grocery retailing and procurement operations as well as trademarks relating to each of our 10 housebrands. We have registered or applied to register our trademarks to protect our intellectual property rights in various jurisdictions, including Singapore. Please refer to the section entitled General Information of Our Group Intellectual Property Trademarks of this Prospectus for more details. In the event that our trademarks or other intellectual property rights are imitated or otherwise infringed, our reputation and business may be adversely affected as a result. There can be no assurance that our trademarks or other intellectual property rights will not be susceptible to imitation or other infringement. In the event that we initiate legal or other proceedings to enforce our intellectual property rights, there can be no assurance that we will succeed in such proceedings or be able to obtain favourable outcomes at a reasonable cost or at all. We may be subject to pilferage or misappropriation of cash or assets or vandalism As at the Latest Practicable Date, we operated the Sheng Siong Groceries Chain, including 23 stores all across Singapore, with each store retailing a wide selection of products and general merchandise. We have adopted various cash management systems and security measures for our operations but there can be no assurance that we will not be susceptible to pilferage or misappropriation of cash or assets or vandalism by third parties or our own employees. In the event that such pilferage or misappropriation or vandalism occurs, we may be subject to financial losses and our reputation and branding may be adversely affected. Fluctuations in currency exchange rates may have an adverse impact on our financial results Due to the nature of our business, particularly our sourcing operations, we incur expenses in a variety of foreign currencies, such as the Australian dollar, Euro, and U.S. dollar. We purchase foreign currencies to hedge against fluctuations in exchange rates. As at the Latest Practicable Date, we do not have any hedging policy with respect to foreign currency exposure. Significant volatility, particularly between the Singapore dollar and other operating currencies, may have an adverse impact on our financial results. Please see the section entitled Managements Discussion and Analysis of Results of Operations and Financial Position Foreign Exchange Exposure of this Prospectus for more details. We are subject to applicable laws and regulations including food safety and/or environmental laws We are subject to various applicable laws, regulations, administrative practices and policies governing the grocery retailing industry in the jurisdiction(s) in which we operate our stores, including but not limited to, the laws and regulations relating to food safety, handling and storage, hygiene standards, food labelling, and licensing for the sale of food and alcoholic beverages. During the course of our operations, we have received letters of complaint from landlords and certain authorities regarding allegations relating to noise, obstruction of public areas or walkways, business operations and hygiene. For example, between 2008 and 2010, our Groups hygiene-related issues have included (i) mosquito breeding; (ii) failure to dispose of food waste; (iii) unclean washrooms; (iv) unclean meat and fish processing areas; and (v) possible cross-contamination between live produce (frogs and turtles). Although we have taken all reasonable steps to address and resolve the issues raised, failure to address and resolve such issues may result in us being subject to fines or other penalties, and may affect our ability to renew the leases of our stores. We may also be subject to associated liabilities relating to our stores, warehouses and offices

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regardless of whether such environmental conditions were created by a prior owner or tenant or by us. Such compliance or liabilities may be costly and may result in disruptions to our business operations and adversely affect our financial performance. We may be involved in legal and other proceedings arising from our operations From time to time, we are a party to legal proceedings, including matters involving personal injury and other proceedings arising from our operations. In addition, in the course of our business we sell numerous products which are sourced from a large number of suppliers and contract manufacturers and may consequently be involved in legal or other proceedings initiated in relation to a product, for instance, in the event a customer has an adverse reaction to a product sold by our stores, or a product sold by our stores is alleged to infringe the intellectual property rights of a third party. These proceedings, however, involve risk and any unexpected outcomes may have a material adverse impact on our financial results. Further, depending on the severity of the event, we may be required to, inter alia, cease sales of the relevant product and may even be ordered to suspend or cease all or part of our business operations by the relevant authorities. Although certain of our suppliers and contract manufacturers provide us contractual indemnities relating to product quality and intellectual property, our business operations and financial performance may nevertheless be materially affected. Please refer to the section entitled Other General Information - Litigation of this Prospectus for more details. We face intense competition from traditional grocery retailers and non-traditional competitors We face intense competition from traditional grocery retailers such as wet markets, supermarkets and hypermarkets, and from non-traditional competitors such as convenience stores, petrol kiosk convenience stores and restaurants. Increased competition may result in lower sales and greater operating costs and have an adverse effect on our financial performance. Our ability to attract customers depends largely on a combination of location, quality, price, service, selection and condition of groceries and other retail products. Our competitors may successfully attract our customers to their stores by matching or exceeding what we offer our customers. Our competitors may also open new competitor stores or increase the number of competitor stores in our operating regions. As pricing is a significant driver in consumer decisions in our industry, our competitors may engage in price competition. We may respond by increasing advertising and promotions, which may increase our costs. Certain of our competitors are larger than us and may have greater supply or distribution networks, brand recognition, or financial resources available and may be able to devote greater resources to pricing and promotional programs, for example, by selling inventory below cost to drive sales increases. There can be no assurance that we will have sufficient resources to respond to competitors investments in store base and pricing and promotional programs. We strive to achieve and maintain favourable perceptions of our stores and our housebrand products, and effectively market our products to customers at competitive prices, and source our products efficiently. Failure to accomplish these objectives may impair our ability to compete successfully and adversely affect our growth and financial performance. Please refer to the section entitled General Information of our Group Competition of this Prospectus for more details. Our business may be subject to fluctuations We are primarily engaged in the business of grocery retailing, and like most retail businesses, the performance of our stores is affected by household disposable income and consumer spending levels, which are linked to general economic conditions. As a result, our financial performance may be affected due to changes in economic conditions. In addition, our sales are subject to seasonality, as sales of our food products and general merchandise typically increase during festive seasons such as Chinese New Year, Hari Raya Puasa and Deepavali. These sales patterns may not be indicative of future sales performances and may fluctuate substantially in the future, in which case our financial performance may be adversely affected.

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We may be found to contravene our licences and/or our licences may be revoked and/or not renewed Our operations, which involve grocery retailing and food processing, are subject to and dependent on a wide range of licences, including food sale, food processing and environmental licences, issued by the relevant Singapore authorities. For example, we are required to obtain a licence to import and carry on wholesale dealings in rice from International Enterprise Singapore, and a licence to operate a meat or fish processing establishment or cold store from the AVA. There can be no assurance that our existing licences will be extended or renewed by the relevant regulatory authority or authorities on the expiry of such licences. Such licences may also be extended or renewed on conditions which are more stringent or restrictive than those currently imposed on us. If we are found to be in breach of any condition of applicable licence(s) or any provision of any code of practice, standard of performance, or other governmental regulation or regulatory requirement, the relevant government or regulatory authority may take action against us, including issuing warnings, imposing penalties (including fines and/or terms of imprisonment on our employees, where applicable), suspending the licence (or part thereof), reducing the duration of the licence or imposing additional conditions or restrictions on the licence, or cancelling the licence (in whole or in part). Please refer to the section entitled General Information of our Group Permits, Licences, Approvals, Certifications and Government Regulations of this Prospectus for more details. In the event that we are unable to procure or retain licences which are essential to our operations, or where our operations do not meet the requirements necessary to qualify for the relevant statutory exemptions, our business operations and financial performance may be adversely affected. Our contract manufacturers may breach their obligations to us or fail to meet requisite standards As at the Latest Practicable Date, we offer over 300 products under our 10 housebrands to our customers at our stores. Our housebrand products are produced by selected contract manufacturers approved by us, according to our specifications. We have adopted various quality control measures, but there can be no assurance that all of our housebrand products produced or manufactured by our contract manufacturers will meet our specifications or other requisite standards imposed by government or regulatory authorities or that there will be no product defects. In the event that our housebrand products do not meet requisite standards or contain defects, our reputation and the value of our housebrands may diminish, and our market share, sales and growth of our business may be adversely affected. Please see the section entitled General Information of our Group Our Business of this Prospectus for more details. Our insurance policies do not cover all operating risks We maintain insurance policies covering losses, including medical and work injury insurance, public liability, fire insurance, insurance relating to property damage, business interruption, and keyman insurance. However, we do not carry product liability insurance for our food products and general merchandise, or insurance that covers losses arising from certain operating risks such as acts of terrorism. Please refer to the section entitled General Information of our Group Insurance of this Prospectus for more details. With respect to losses which are covered by our policies, it may be difficult and it may take time to recover such losses from insurers, especially if these losses are incurred outside Singapore. In addition, we may not be able to recover the full amount from the insurer. There can be no assurance that our policies would be sufficient to cover all potential losses, regardless of the cause, or whether we can recover for such losses, or whether the recovery for such losses will be subject to protracted delays. Further, any significant loss may still have a material adverse impact on our business continuity which may consequently affect our financial condition and/or performance. There is no assurance that our future plans will be commercially successful We plan to open new stores from 2011. We may also choose to renovate or undertake improvement works on our existing stores. If we are unable to open new stores or undertake renovations as planned due to reasons including real estate or environmental issues or delays, our financial results may be

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adversely affected. If as a result of such issues or delays these capital projects do not stay within the time or financial budgets we have forecasted, our future financial performance may be adversely affected. In addition, the new or renovated stores may not achieve our anticipated same-store sales or profit levels. Our Directors will also consider various factors including, the potential return on investments, our ability to identify and obtain strategic locations for new stores on favourable terms, changes in consumer preferences or purchasing power, our ability to manage proposed expansions and recruit and train appropriate personnel, and our ability to successfully replicate or adapt our business model to new locations or jurisdictions, in deciding whether to proceed with our expansion plans. In the event that we fail to proceed or implement our expansion plans or if we encounter difficulties in implementation or management and are unable to succeed in our plans to expand our grocery retailing business, our growth and future prospects may be adversely affected. Please refer to the section entitled Prospects, Business Strategies and Future Plans of this Prospectus for more details. The successful implementation of our expansion plans also depends on a number of factors, some of which may not be within our control, including, inter alia, market conditions and the availability and suitability of financing options, as well as prevailing laws and regulations which may require us to obtain or renew certain approvals or licences. We may not be able to, inter alia, obtain suitable financing, or obtain or renew requisite approvals or licences in a timely manner or at all. We may be subject to additional tax assessments There are no specific tax regulations which deal with the characterisation of capital gains. Whether a gain realised from the disposal of investments is a capital gain or a trading profit, is determined based on the circumstances of the transaction. In the event that the capital gains realised by our Group on disposals of investments, which amounted to approximately S$3.1 million for FY2009 and approximately S$9.6 million for FY2010, are considered to be trading gains by the Inland Revenue Authority of Singapore tax will be assessed on such capital gains at the prevailing corporate tax rate of 17%, and our Group will have to pay the tax so assessed. This may negatively affect our Groups financial performance. Please see the section entitled Managements Discussion and Analysis of Results of Operations and Financial Position Results of Operations Income Tax Expense of this Prospectus for further details. Risks Relating To Investment In Our Shares Our Controlling Shareholders will retain significant control over our Group after the Invitation, which will allow them to influence the outcome of matters submitted to Shareholders for approval Upon completion of the Invitation, our Controlling Shareholders will beneficially own in aggregate approximately 73.8% (assuming the Over-allotment Option is not exercised) of the issued share capital of our Company. As a result, these persons, if they act together, will be able to exercise significant influence over matters requiring Shareholders approval, including the election of Directors and approval of significant corporate transactions, and will have veto power with respect to any Shareholders action or approval requiring a majority vote. Such concentration of ownership will place each of them in a position to affect significantly our corporate actions such as mergers or takeover attempts (notwithstanding that the same may be synergistic or beneficial to our Group) in a manner that could conflict with the interests of our public Shareholders. New investors will incur immediate dilution and may experience further dilution Our Issue Price of S$0.33 per Share is higher than our Adjusted NAV per Share of 7.87 cents (adjusted for the net proceeds from the Invitation). Investors who subscribe for and/or purchase the Invitation Shares will therefore experience immediate and significant dilution in the NAV of their Shares. In addition, we intend to grant our employees share options to acquire our Shares under the Sheng Siong ESOS. To the extent that such options are granted and exercised, there will be further dilution to Investors in this Invitation. Please refer to the section entitled Dilution of this Prospectus for more details. Investors may not be able to participate in future issues of our Shares If we offer to our Shareholders rights to subscribe for additional Shares or any right of any other nature, we will have discretion as to the procedure to be followed in making the rights available to our Shareholders or in disposing of the rights for the benefit of our Shareholders and making the net proceeds 42

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available to our Shareholders. We may choose not to offer the rights to our Shareholders having an address outside Singapore. Accordingly, Shareholders who have a registered address outside Singapore may be unable to participate in rights offerings and may experience a dilution in their shareholdings as a result. Additional funds raised through issues of new Shares for future growth will dilute Shareholders equity interests We may in the future expand our capabilities and business through acquisitions, joint ventures, strategic partnerships and alliances with parties who can add value to our business. We may require additional equity funding after the Invitation and the equity interest of our Shareholders will be diluted should we issue new Shares to finance future acquisitions, joint ventures and strategic partnerships and alliances. Future sales or issuances of our Shares could adversely affect our Share price Any future sale or issuance of our Shares may have a downward pressure on our Share price. The sale of a significant amount of our Shares in the public market after the Invitation, or the perception that such sale may occur, could materially and/or adversely affect the market price of our Shares. These factors may also affect our ability to sell or issue additional equity securities. Except as otherwise described under the section entitled Share Capital and Shareholders Moratorium of this Prospectus and subject to applicable laws and regulations, there is currently no restriction on the ability of our Controlling Shareholders to sell Shares, either on the SGX-ST or otherwise. Our Share price may be volatile, which could result in substantial losses for investors acquiring our Shares pursuant to the Invitation The Issue Price was determined through a book-building exercise and arrived at after consultation between our Company, the Vendors and the Issue Manager, Underwriter and Placement Agent and after taking into consideration, inter alia, prevailing market conditions and estimated market demand for the Invitation Shares. The Issue Price may not be indicative of prices which will prevail in the trading market after the Invitation and investors may not be able to resell their Shares at or above the Issue Price. Volatility in the trading price of our Shares may be caused by factors beyond our control and may not correlate with or be proportionate to our operating results. Further, the market price of our Shares may fluctuate significantly and rapidly in response to, inter alia, the following factors, some of which are beyond our control:(a) (b) (c) (d) (e) (f) (g) (h) variations in our operating results; changes in securities analysts estimates of our financial performances; changes in market valuations of similar companies; announcements by our competitors or ourselves of the gain or loss of significant acquisitions, strategic partnerships, joint ventures or capital commitments; fluctuations in stock market price and volume; our involvement in litigation; changes in general economic and stock market conditions; and additions or departures of key personnel.

There has been no prior market for our Shares, and the Invitation may not result in an active or liquid market for our Shares Prior to the Invitation, there has been no public market for our Shares. Therefore, we cannot assure investors that an active public market will develop or be sustained after the Invitation. The Issue Price was determined through a book-building exercise and arrived at after consultation between our Company, the Vendors and the Issue Manager, Underwriter and Placement Agent and after taking into consideration,

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inter alia, prevailing market conditions and estimated market demand for the Invitation Shares. The Issue Price may not be indicative of prices which will prevail in the trading market after the Invitation and investors may not be able to resell their Shares at or above the Issue Price. We may not declare dividends in the future on a regular basis or at all For FY2010, CMM Marketing declared dividends of S$6.0 million and SS Supermarket declared dividends of approximately S$36.2 million. On 3 December 2010, SS Supermarket declared a dividend of approximately S$37.9 million which was paid via a distribution in specie of 5,650,028 shares of Citigroup Inc, a company listed on the New York Stock Exchange, effected on 17 December 2010, and 40,000,000 shares of China Hongxing Sports Limited, a company listed on the SGX-ST, effected on 20 December 2010. Please refer to Appendix B of the Prospectus entitled Independent Auditors Report and the Proforma Financial Information for the Financial Year ended 31 December 2010 of the Prospectus for more details. Although we currently do not have a formal dividend policy, we intend to distribute up to ninety percent. (90.0%) of our net profit after tax to our Shareholders for the financial years ended 31 December 2011 and 31 December 2012, as we wish to reward our Shareholders for participating in our Groups growth. The declaration and payment of future dividends will depend on our operating results, financial condition, other cash requirements including capital expenditure, the terms of borrowing arrangements (if any), dividend yield of comparable companies (if any) listed in Singapore and other factors deemed relevant by our Directors. There is no assurance that dividend distributions will be made by our Company in future. Further, the Term Loan extended by DBS Bank to CMM Marketing is subject to various banking covenants, including, inter alia, a prohibition on declaring, paying or making dividends or other distributions without DBS Banks prior consent. We have obtained DBS Banks consent to, inter alia, pay dividends subject to our Group being listed on the SGX-ST and the Term Loan being subsequently repaid with the proceeds raised from the Invitation. For further details, please see the section entitled Capitalisation and Indebtedness of this Prospectus.

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