Business Overview

7. BUSINESS OVERVIEW 7. BUSINESS OVERVIEW 7.1 OVERVIEW We are an international property developer that offers an attractive portfolio of existing development projects in the United Kingdom and Australia, led by a board comprising well­known and respected corporate figures in the Malaysian property industry and a strong management team. Our Group’s principal business activity is property development in international markets outside Malaysia. We focus on developing real estate assets into high quality residential-led, mixed-use developments in mature markets with growth potential and favourable macroeconomic conditions such as the United Kingdom and Australia. Our projects typically comprise a large residential component and a smaller commercial and/or retail component which may include corporate offices, retail shops and small offices that serve to enhance the project’s community space and overall liveability. The entire private residential component of each project will be for sale. We may, however, retain the commercial and/or retail component as investment properties for a period of time, to manage the quality and composition of the tenant mix and to enhance the value of the residential component of our project. This is in line with our Group’s aspiration of developing vibrant and well-populated communities that will help transform our development projects into desirable and sought-after addresses. We intend to continue to acquire and develop sites in the United Kingdom, Australia and other countries outside Malaysia which match our Group’s value creation and growth objectives. We plan to select suitable development opportunities based on our assessment of economic conditions, the attractiveness of specific sites and such sites’ development potential. It is also intended that our Group’s portfolio will have a spread of property projects at various stages of development and of varying duration, phasing and anticipated completion to ensure business sustainability and continuous development revenue. We select sites and design our projects and product offerings with the following development philosophies in mind: • Accessible locations with good transportation links: Our projects are situated at prime development sites which have easy access to public transport and road networks, allowing residents to be located near transportation links and within easy reach of central employment zones. Our development sites are also located near major business districts as well as shopping, dining and lifestyle destinations.
• Innovative features: In designing our projects, we place great importance on ensuring that our projects are innovative and have distinctive and differentiated features. For example, our projects in the United Kingdom feature, amongst other things, an island-living experience (London City Island Phase 2), a “floating” transparent sky pool which will span across two of the blocks at 10 storeys above ground level (Embassy Gardens Phase 2), and horticultural displays within glass terrariums known as “Wardian cases” (Wardian London). Our property units also feature quality workmanship with contemporary fittings to provide a good balance of aesthetics and function. For further details, please refer to Section 7.2.4 of this Prospectus.

 

7. BUSINESS OVERVIEW (Cont’d) • “Place-making”: We emphasise “place-making” to enhance the overall appeal and liveability of our projects. “Place-making” is a multi-faceted approach to the planning, design and management of public spaces it is inspired by and capitalises on a local community’s inherent strengths and potential to create attractive pUblic spaces that promote the well-being of the community. As part of our “place-making” efforts, we focus on the introduction of development aspects that enhance the visual appeal of public spaces in the community and positively differentiate neighbourhood identities. This leads to the creation of places where businesses want to be based and people want to live and work. Ultimately, the intention is for our projects to become an integral part of a vibrant community, located within or close to bustling and dynamic areas with developed amenities, cafes, eateries and entertainment, arts or cultural venues, to cater to the various lifestyle needs of the residents.
• Wide variety of amenities: We aim to provide a wide variety of amenities in our projects such as resident lounges and clubhouses, open-air spaces for performances, gym and swimming facilities, private music and dining rooms and indoor and outdoor sports facilities. Additionally, our projects also typically have a commercial and/or retail component which may include corporate offices, retail shops and small offices that serve to enhance the project’s community space and overall liveability. These commercial and/or retail components are usually retained as investment properties for a period of time, to manage the quality and composition of the tenant mix and to enhance the value of the residential component of our projects.

Our Group is managed by a board and management team comprising qualified and experienced personnel with the relevant expertise to lead and manage our business operations. In particular, our Executive Vice Chairman, Tan Sri Liew and our Executive DirectorlPresident and CEO, Dato’ Teow have distinguished themselves in the development of many high profile and commercially successful projects in Malaysia and abroad, including in the United Kingdom and Australia. For additional information and the detailed profiles of our Board and our management team, please refer to Sections 7.6 and 10 of this Prospectus. As at the LPD, we have four ongoing property development projects, of which three projects are in London, United Kingdom and one pro/ect is in Sydney, Australia, with a combined total estimated GDV of about RM12.96 billion(1 )(2)( ): (i) London City Island Phase 2 on the Leamouth Peninsula located about 1.5 miles east of Canary Wharf, London, United Kingdom (estimated GDV of GBP691.3 million (2) (about RM3,7628 millionll)));
(ii) Embassy Gardens Phase 2 in the Nine Elms regeneration area located on the south side of the River Thames, London, United Kingdom (estimated GDV of GBP932.5 millionl’! (about RM5,076.1 million(1 )));

(iii) Wardian London situated next to Canary Wharf, London, United Kingdom (estimated GDV of GBP566.1 million l’! (about RM3,081.6 million(1))); and (iv) West Village, Parramatta on the southern fringe of Parramatta’s CBD and retail precinct in Sydney, Australia (estimated GDV of AUD314.8 million(3) (about RM1 ,042.3 million(1 )) Notes: (1) Based on the exchange rate of GBP1.00: RM5.4435 and AUD1.00: RM3.3110, being the middle rate for the respective GBP to RM and AUO to RM quoted by BNM at 5.00 p.rn. as at 14 September 2016 and 15 December 2016, respectively.
(2) GDVas at 14 September 2016 based on the respective valuation reports prepared by JLL dated 14 September 2016.
(3) GOVas at 15 December 2016 based on the valuation report prepared by m3property dated 15 December

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7. BUSINESS OVERVIEW (Cont’d) 7.2 COMPETITIVE ADVANTAGES AND KEY STRENGTHS 7.2.1 We have a qualified and experienced board and management team with a proven track record Our Board and management team comprise qualified and experienced personnel who have wide experience, diversified backgrounds and the relevant expertise to lead and manage our business operations. Our Board consists of experienced corporate figures who have each held prominent positions and directorships in public listed companies involved in the property sector in particular, as well as other areas such as the financial sector and in governmental, regulatory and professional bodies. Our management team also consists of persons who have a successful track record in property development, both in Malaysia and internationally such as, our Executive Vice Chairman, Tan Sri Liew and our Executive Director/President and CEO, Dato’ Teow. Tan Sri Liew has more than 28 years of experience in the field of property development, including more than 18 years of experience leading S P Setia, where he served as the Executive Director, followed by Group Managing Director/CEO in 1996. In 2009, he was re-designated as the President and CEO until his resignation in 2014. Under Tan Sri Liew’s stewardship, S P Setia grew from a company with only two property development projects, both in the Klang Valley, Malaysia in 1996, to an established international property player with more than 40 projects across six countries, namely Malaysia, the United Kingdom, Australia, Singapore, Vietnam and China, by 2012. Dato’ Teow has more than 30 years of experience in the property development industry, corporate finance, accounting, financial management and real estate finance, including more than 18 years of experience in S P Setia. Dato’ Teow served in various positions at S P Setia, including as the Executive Director and CFO until his resignation in 2014. He was also responsible for S P Setia’s expansion into the United Kingdom, Australia and Vietnam and oversaw both the acquisition and implementation of various property projects in those countries. Tan Sri Liew and Dato’ Teow are supported by our CFO, Melissa Tan Swee Peng, our Chief of Design and Planning, Tan Cheng Yong, our Chief of Sales and Marketing, Norhayati binti Subali, our CEO, International Business (United Kingdom), Cheong Heng Leong and our CEO, International Business (Australia), Yap Foo Leong. Our management team has, on average, over 20 years of relevant experience and a proven track record in the real estate industry covering the full spectrum of property development activities, which includes acquiring, developing, managing, operating and enhancing properties in townships, mixed-used developments and residential developments. The majority of our management team worked together in S P Setia prior to joining our Group. International projects undertaken by S P Setia outside Malaysia under Tan Sri Liewand Dato’ Teow’s stewardship include the Battersea Power Station in the United Kingdom, Fulton Lane and Parque Melbourne in Australia, Qinzhou Industrial Park in China, 18 Woodsville and Eco Sanctuary in Singapore and EcoLakes and EcoXuan in Vietnam. Our management team is also supported by capable and experienced local teams in the United Kingdom and Australia, who have extensive on-the-ground experience, enabling us to compete and respond appropriately in those markets. For the detailed profiles of our Board and our management team, please refer to Sections 7.6 and 10 of this Prospectus.
7. BUSINESS OVERVIEW (Cont’d) 7.2.2 We are able to gain the confidence of landowners to become a preferred acquirer for prime sites whether directly or through joint ventures In mature markets such as the United Kingdom and Australia, most prime sites are acquired through a competitive process, which requires the acquirer to be able to gain the confidence of both the landowners and their advisers. We believe that our management team’s track record in completing the acquisition of prime development sites in the past as well as our strong reputation within the industry therefore stands us in good stead when prime development sites are available to be acquired This also provides us with a competitive advantage when landowners seek partners with whom they can work together to create synergistic collaborations based on each party’s respective strengths, experience, business connections, expertise and resources. For example, we successfully acquired a majority stake in our projects in the United Kingdom from Ballymore (an established property developer and landowner in the United Kingdom, with more than 30 years’ experience) in 2015 and are co-developing these projects with them. 7.2.3 We understand the industry and the needs of our customers As a result of their many years of involvement in the property development business, our management team has in-depth understanding of customer needs, business and economic cycles, demographic trends as well as other supply and demand factors that may affect property markets. This knowledge drives our site selection, master­planning and property development process to ensure that every project is able to cater to the specific requirements of our target market. We also have a well-trained team of in-house sales and marketing personnel who are skilled in communicating our unique value proposition to customers based on each customer’s particular investment criteria andlor lifestyle needs and aspirations. The effectiveness of our sales and marketing team as well as the confidence customers have in the quality and value of the properties we offer are clearly demonstrated through the sales achieved for our projects. As at the LPD, we have achieved sales in the United Kingdom and Australia which are expected to deliver RM6,488.5 million in revenue (to the relevant entities developing these projects) of which about RM5,657.0 million (1 )12) (GBP1,022.5 million) is attributable to our projects in the United Kingdom and about RM831.5 million(1 )(2) (AUD248.8 million) is attributable to our project in Australia: (i) our London City Island Phase 2 project was first launched in May 2015 -we have pre-sold 805 of the 1,130 private residential units available for sale, with contracted sales totalling GBP406.6 million (about RM2,249.7 million(1 )(2») (including parking), securing a lease premium of GBP5.0 million (about RM27.7 million(1 ») from the English National Ballet pre-let as well as a sale of the ground rent of all the private residential units of GBP24.7 million (about RM136.7 million(1 ») to Nationwide Trustee;
(ii) our Embassy Gardens Phase 2 project was first launched in September 2015 -we have pre-sold 153 of the 430 private residential units available for sale and 163 units of affordable homes with contracted sales totalling GBP187.7 million (about RM1,038.3 million(1 )(2») (including parking) as well as a sale of the ground rent of all the private residential units of GBP21.8 million (about RM120.5 million(1 ») to Nationwide Trustee;

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7. BUSINESS OVERVIEW (Cont’d) (iii) our Wardian London project was first launched in September 2015 -we have pre-sold 412 of the 626 private residential units available for sale and 138 units of affordable homes with contracted sales totalling GBP304.6 million (about RM1 ,684.9 million(1)(‘)) (including parking) as well as a sale of the ground rent of all the private residential units of GBP13.8 million (about RM76.2 million(1)) to Nationwide Trustee; and (iv) our West Village, Parramatta project was launched in June 2015 -we have pre-sold 329 of the 398 units, with contracted sales totalling AUD248.8 million (about RM831.5 million(1)(‘)) (including parking). Notes: (1) Based on the exchange rate of GBP1.00: RM5.5325 and AUD1.00: RM3.3415, being the middle rate for GBP to RM and AUD to RM quoted by BNM, respectively at 5.00 p.m. as at the LPD.
(2) Revenue associated with these pre-sold private residential units as well as the affordable homes (including parking) will be recognised by our subsidiary and joint ventures when the construction of such units are completed and delivered, which is expected to begin in (JJ the first half of 2018 for our London City Island Phase 2 project; (N) the first half of 2018 for our Embassy Gardens Phase 2 project; (iii) the first half of 2020 for our Wardian London project; and (iv) the first half of 2020 for our West Village, Parramatta project. For furf/1er details on the revenue recognition method, please refer to Section 7.8 of this Prospectus.

For further details of the buyer profile mix of our launched projects, please refer to Section 7.12 of this Prospectus. 7.2.4 We are able to quickly bring to market innovative projects with an emphasis on “place-making” which appeal to our target customer segment Our experience and track record in identifying, selecting and completing the acquisition of suitable development sites is complemented by our ability to develop and quickly bring to market innovative projects with an emphasis on “place-making” that appeal to our customers. All of our current projects are located with easy access to public transport and road networks. Additionally, our projects in the United Kingdom are spread out across London in three separate locations, each with distinctive and differentiated features, thus enabling us to reach out to a wide pool of customers. For example: (i) London City Island is an exciting new island-style neighbourhood offering contemporary riverside living. It is also designed as an arts and cultural destination, anchored by the presence of the English National Ballet and its ballet school which have chosen to relocate from their current premises to make their new home at London City Island;
(ii) Embassy Gardens is slated to be London’s new diplomatic precinct, with the United States and Dutch embassies’ planned relocation there. The architecture of the project draws its inspiration from the residential and commercial estates which have evolved over time in cities like New York and Boston. Emphasis is placed on design and engineering craftsmanship, as evidenced by the creation of a 25-metre “floating” transparent sky pool which will span across two of the blocks at 10 storeys above ground level; and

(iii) Wardian London combines modern architecture with innovative landscaping to capture the growing demand for residential properties near the Canary Wharf estate. Garden sanctuaries displaying tranquil arrangements of trees and plants will be housed within giant glass terrariums known as “Wardian cases” throughout the building to offer residents a sense of escape whilst remaining connected to the thriving city. 105

7. BUSINESS OVERVIEW (Cont’d) Our ability to bring our projects to market quickly is evidenced by the fact that we have, as at 31 January 2016, achieved (i) contracted sales with respect to more than 60% of the total units available for sale for our three projects in London since the completion date of the acquisitions in April/May 2015; and (ii) contracted sales with respect to more than 80% of the total units available for sale for our project in Australia since the completion date of the acquisition in May 2014. 7.2.5 We benefit from our partnership with EW Berhad and our shared “ECOWORLD” branding with EW Berhad and expect to benefit from our potential partnership with GuocoLand. We entered into the EW Berhad Share Subscription Agreement on 27 October 2016 and the GuocoLand Share Subscription Agreement on 20 February 2017. Under the EW Berhad Share Subscription Agreement, after the IPO, EW Berhad, a public company listed on the Main Market of Bursa Securities, which is principally involved in property development in Malaysia, will, through EW Capital, own 27.0% of our enlarged issued and paid-up share capital. Additionally, under the GuocoLand Share Subscription Agreement, after the IPO, GuocoLand, a public company listed on the Main Board of the Singapore Exchange Securities Trading Limited (the “SGX-ST”), which is principally involved in property development, property investment, hotel operations and property management, will, through GLL EWI, own 27.0% of our enlarged issued and paid-up share capital. EW Berhad is a fast-growing property development company in Malaysia. Following EW Berhad’s takeover by its current major shareholders in November 2013, the EW Berhad Group grew its landbank from 991 acres all located in Iskandar Malaysia to 8,052.7 acres across Klang Valley, Iskandar and Pulau Pinang in Malaysia with a total GDV of RM87.5 billion as at 31 January 2017. As at the LPD, EW Berhad Group has 15 property projects under development with another three projects expected to be launched within the next two years. EW Berhad has also established the “ECOWORLD” brand as a highly sought-after property name in Malaysia with a strong and loyal customer following. This is evidenced by the total cumulative sales of RM6.8 billion recorded by the EW Berhad Group over its last two financial years. Our Company has entered into the Collaboration Agreement with EW Berhad, which shall take effect on the date on which the IPO Shares are issued and allotted to EW Capital in accordance with the EW Berhad Share Subscription Agreement, to establish a framework for mutual collaboration and strategic alliance to, amongst other things, (i) enhance the “ECOWORLD” brand name; (ii) further develop the parties’ respective capabilities and expertise through mutual collaboration; (iii) increase sales of our respective property development projects and grow market share; and (iv) mitigate any conflict of interest situations. The Collaboration Agreement will be automatically terminated if, amongst other things, EW Berhad (whether directly or indirectly) ceases to hold at least 5% of our then issued and paid-up share capital after completion of the IPO, whereupon neither party to the Collaboration Agreement shall have any right against the other save for any antecedent breaches. Under the Brand Licensing Agreement, we have also been granted the non-exclusive, worldwide, royalty-free licence to use the “ECOWORLD” and “CREATING TOMORROW & BEYOND” marks, including logos, brands and other features associated therewith, which allows us to leverage on the established branding and goodwill of EW Berhad within the property development industry and with customers. We will also be able to benefit from the name recognition resulting from sales and marketing activities, such as advertisements in the print and social media as well as branding initiatives undertaken by EW Berhad to promote the “ECOWORLD” brand. 106 7. BUSINESS OVERVIEW (Cont’d) The principal activities of GuocoLand’s subsidiaries are property development, property investment, hotel operations and property management. GuocoLand and its subsidiaries (“GuocoLand Group”) have property operations in their geographical markets of Singapore, China, Malaysia and Vietnam, comprising residential, hospitality, commercial and retail developments. We expect to benefit from our potential partnership with GuocoLand. The subscription of our IPO Shares by our Strategic Investors is subject to the fulfilment of certain conditions precedent within the stipulated cut-off period, as well as the performance by the relevant parties of their respective obligations as set out in the EW Berhad Share Subscription Agreement and GuocoLand Share Subscription Agreement. Where we are presented with any future opportunities or investments in property development, particularly in Singapore, China and the United Kingdom, we may seek to co-invest alongside GuocoLand by pooling equity for acquisitions and/or joint developments that will bring the “ECOWORLD” and “GuocoLand” brands together. The participation of GuocoLand may therefore enable our Group to extend our development footprint without straining our financial resources in these markets by leveraging on the respective brands’ reputation, marketing channels and customer base and GuocoLand’s track record in developing projects in Asia. For more details on the EW Berhand Allocation and the GuocoLand Allocation, please refer to Sections 4.3.3 and 4.3.4 of this Prospectus. For more details of the Collaboration Agreement, the Brand Licensing Agreement, the Shareholders’ Agreement and our relationship with our strategic investors, please refer to Sections 7.10 and 7.20 of this Prospectus. 7.2.6 We are well-positioned to benefit from opportunities presented by the property market in the United Kingdom and Australia Based on the IMR Report, Savills has forecasted that prices in the Prime London market (I.e. the upper segment of the residential markets in London, which is largely defined by properties priced above GBP1 ,000 per square foot) will decline by 5.0% to
9.0% in 2016 primarily due to the fluctuations in buyer sentiment and general economic pressures resulting from the vote to leave the EU, and to increase by 14.6% to 20.8% over the five years from 2017 to the end of 2021. Savills has noted that the supply of new homes in London has fallen drastically short of demand since the early 2000s. Although supply levels have been steadily growing since their 2011 trough, Savills estimates that in 2014/15, just under 28,000 homes were added to London’s housing stock, which leaves a significant shortfall of 14,000 homes when compared to the London Plan’s revised minimum target of 42,000 additional homes per year from 2015 to 2025. Note that Savills’ supply analysis is conducted annually and that these figures reflect the market prior to the result of the national referendum on 23 June 2016. Additionally, in the IMR Report, Savills has stated that demand for additional housing in London is significantly in excess of the London Plan’s minimum target, and taking into account backlog (i.e. historic shortfall of delivery), Savills estimates the demand for additional housing before the national referendum at 64,000 homes a year from 2015 to 2025. High levels of demand for housing in London are driven by employment growth in excess of the United Kingdom average, with forecasts to the end of 2025 suggesting that London’s working age population will expand by an average of 1.1 % per annum to reach 6.6 million. Our projects in London are well-positioned to benefit from the above anticipated sustained growth in demand. Apart from well-planned concepts, detailed design features and good connectivity, all three projects are situated on waterfront sites within or adjacent to fast-growth regeneration areas, namely East London, the Vauxhall Nine Elms Battersea area, and Canary Wharf.

7. BUSINESS OVERVIEW (Cont’d) Based on the IMR Report, London was ranked as the top city in the Savills World City Index published in March 2016. Additionally, based on the IMR Report, London is a preferred location for ultra high net worth individuals from almost all regions of the globe. We believe that this is a factor we are well-positioned to tap into given our management team’s proven success in reaching out to this market segment in Asia. In light of the United Kingdom national referendum on 23 June 2016, Savills estimates that London’s prime residential market faces both challenges and opportunities with the market remaining exposed to fluctuations in buyer sentiment and general economic pressures resulting from the national referendum vote. Despite pointing to a slow market over the remainder of 2016 as buyers wait to see how negotiations to leave the EU proceed and the precise economic impact becomes clearer, the decline in the GBP against the RM and other foreign currencies may attract more international investors to invest in London’s prime residential market as it offers potential buyers additional advantages when purchasing property in foreign currencies. Based on the above, we believe that we are in a good position to build on the early success achieved on our projects in the United Kingdom to firmly establish ourselves as a property developer of choice for both domestic (within the United Kingdom) and international investors. In Australia, based on the IMR Report, low interest rates and ongoing population growth are expected to continue to support growth in demand for dwellings, and this has had sOme positive effect on conSUmer confidence and led to an increase in buyer activity in the last 12 months Based on the IMR Report, the unemployment rate remains at a cyclical high of about 60% and Savills expects it to remain steady for the next three years We remain confident of our prospects in Australia. As evidenced by the high sales achieved by our West Village, Parramatta project, which has, as at the LPD, pre-sold 82.7% of the units available for sale, there are still property hotspots in Australia arising from local demand and growth dynamics. For further details on the outlook of the industry in the countries in which we operate, please refer to Section 8 of this Prospectus. 7.3 FUTURE PLANS AND BUSINESS STRATEGIES We are committed to ensuring business continuity, growth and expansion. We aim to be a leading international property developer by implementing the following future plans and business strategies: 7.3,1 Achieving sustainable earnings growth We intend to seek sustainable earnings growth by continually replenishing and growing our pipeline of projects through the acquisition of development sites or by entering into joint ventures with suitable partners. In growing our pipeline of projects, we plan to seek out development sites in mature and economically vibrant markets, particularly in the United Kingdom and Australia, which are strategically located and commercially viable. We believe that our Board and management team’s wide network of connections and contacts and extensive experience within the real estate sector will help us access, source and secure suitable projects that will assist us in achieving our growth objectives.

7. BUSINESS OVERVIEW (Cont’d) Our Group intends to have a spread of property projects at various stages of development and of varying construction duration, phasing and anticipated completion to ensure business sustainability and continuous revenue. We also aim to maintain a diversified portfolio with regards to geographical location in order to capitalise on multiple attractive development options. In undertaking future property development projects, we plan to focus on developing residential-led, mixed-use developments in key urban centres marketed to middle to high-income customers. To mitigate risk, we plan to actively seek out projects which already have the relevant planning and development consents in place, thus providing us with greater certainty and a qUicker turnaround time from acquisition to launch. 7.3.2 Strengthening our brand name We plan to strengthen recognition of the “ECOWORLD” brand name globally by leveraging on our collaboration with EW Berhad, and by providing innovative properties which continue to meet or exceed our customers’ evolving expectations in terms of design, material specifications and cultural and lifestyle preferences. For further details on our development philosophies, please refer to Section 7.1 of this Prospectus.
7.3.3 Continuing focus on customer-centric corporate culture Our customer-centric corporate culture has enabled us to differentiate ourselves from our competitors and we intend to continue our focus on this in all our future dealings with our customers. One of the hallmarks of the service experience we offer to customers is the high degree of personalised engagement from the moment a customer steps into our sales gallery. This is achieved by training and equipping our sales and marketing personnel with the necessary skills, expertise and knowledge to enable them to better anticipate and respond effectively to our customers’ needs. As part of our commitment to service excellence, we have established dedicated sales offices in strategic locations in order to attend to our customers throughout the sale process, during the construction period and even after handover of the property. In addition to sales galleries in the sites or cities where the properties are located, there are also Eco World International Centres and Eco World Galleries in Kuala Lumpur, Sydney and through a services agreement with EW Berhad Group in Singapore. All these serve to facilitate our project launches on an international scale whilst also providing a strong platform for us to continuously engage with potential and existing customers from these countries and provide after-sales services to them. We also recognise the importance of ongoing communication with our customers and are committed to ensuring that they have a pleasant and hassle-free experience whenever they purchase a property from us. In this regard, we ensure our purchasers are provided with regular updates through e-newsletters and have installed webcam services so that purchasers can view different stages of the construction progress of our projects via the internet. We additionally offer our customers practical assistance by linking them up with banking, legal, sale, leasing, interior design, furnishing and property management service providers. For further details on our sales and marketing strategy, please refer to Section 79 of this Prospectus. 109

7. BUSINESS OVERVIEW (Cont’d) 7.4 KEY ACHIEVEMENTS, MILESTONES AND AWARDS 7.4.1 Key achievements, milestones and awards Our Group’s key achievements, milestones and awards are as follows: MonthNear Key achievements, milestones and awards May 2014 • EW Sydney Development entered into a sale and purchase agreement with Menara Paramatta Pty Limited to acquire the West Village, Parramatta site and completed such acquisition. January 2015 • EW ACE entered into a sale and purchase agreement with AIHL, a company within Ballymore, to acquire a 75.0% interest in EW-Ballymore Holding. March 2015 • Opening of Eco World International Centre located at The Gardens North Tower in Mid Valley, Kuala Lumpur to showcase our development projects. ApriliMay 2015 • EW ACE completed the acquisition of 75.0% interesl in EW-Ballymore Holding and signed a shareholders’ agreement with AIHL and EW-Ballymore Holding to jointly develop the London City Island Phase 2, Embassy Gardens Phase 2 and Wardian London projects. May 2015 • The London City Island Phase 2 project was launched in London, Kuala Lumpur and Singapore. • Entered into an agreement to lease with the English National Ballet. June2015 • The London City Island Phase 2 project was launched in Hong Kong and China. • The West Village, Parramatta project was launched in Kuala Lumpur, Singapore and Indonesia and subsequently in Hong Kong, China and Australia. July 2015 • Completion of footbridge at London City Island (known as the Red Bridge). September 2015 • The Embassy Gardens Phase 2 project was launched in London, Kuala Lumpur, Hong Kong and Singapore. • The Wardian London project was launched in London and Kuala Lumpur. October 2015 • The Wardian London project was launched in Singapore, Hong Kong and the United Arab Emirates. • We won the Inward Investment Deal of the Year in the 2015 MIPIM-UK Awards. The MIPIM-UK Awards are run as part of MIPIM-UK, the United Kingdom’s largest exhibition and conference for property professionals, in conjunction with property publication “Estates Gazette”. 110

7. BUSINESS OVERVIEW (Cont’d) MonthlYear Key achievements, milestones and awards June 2016 • EW-Ballymore Holding won the Best Marketing Campaign: Residential New Build at the Property Marketing Awards 2016. The Property Marketing Awards is organised by the Worshipful Company of Chartered Surveyors, one of the many long-established livery companies in the City of London, in partnership with property publication “Estates Gazette”. October 2016 • We entered into the Collaboration Agreement and EW Berhad Share Subscription Agreement. November 2016 • EW Sydney Development received a new development consent for the West Village, Parramatta project. • EW-Ballymore Arrowhead, EW-Ballymore London City and EW-Ballymore Embassy Gardens each entered into agreements with Nationwide Trustee for the grant of leases of all private residential units within the respective projects such that Nationwide Trustee would be entitled to receive the ground rents payable under the private residential unit leases. December 2016 • EW-Ballymore London City entered into an agreement for leases with The London International Film School Limited to lease office space and a community centre in London City Island Phase 2. February 2017 • We entered into the GuocoLand Share Subscription Agreement. • EW-Ballymore London City won the Best New Place to Live award at the London Planning Awards. 7.5 PRINCIPAL BUSINESS ACTIVITY 7.5.1 Our business model Our Group’s principal business activity is property development in international markets outside Malaysia. We focus on developing real estate assets into high quality residential-led, mixed-use developments in mature markets with grow1h potential and favourable macroeconomic conditions such as the United Kingdom and Australia. We intend to continue to acquire and develop sites in the United Kingdom, Australia and other countries outside Malaysia which match our Group’s value creation and grow1h objectives. We plan to select suitable development opportunities based on our assessment of economic conditions, the attractiveness of specific sites and such sites’ development potential. It is also intended that our Group’s portfolio will have a spread of property projects at various stages of development and of varying duration, phasing and anticipated completion to ensure business sustainability and continuous revenue, as from an accounting perspective, revenue from the sale of property in the United Kingdom and Australia can only be recognised by our subsidiaries and joint ventures when the risks and rewards of the property sold have been fully transferred to the purchaser, which is upon physical completion and handover of vacant possession of the property. As at the LPD, we have an existing portfolio of four property development projects, of which three projects are located in the United Kingdom and one project is located in Australia, with a combined total land area of 14.19 acres and a combined total estimated GDV of about RM12.96 billion upon completion.

 

7. BUSINESS OVERVIEW (Conl’d)
7.5.2 Our products and services
Our projects typically comprise a large residential component and a smaller commercial and/or retail component which may include corporate offices, retail shops and small offices that serve to enhance the proJect’s community space and overall liveability. The entire private residential component of each project will be for sale. We may, however, retain the commercial and/or retail component as investment properties for a period of time, to manage the quality and composition of the tenant mix and to enhance the value of the residential component of our projects. This is in line with our Group’s aspiration of developing vibrant and well-populated communities that will help transform our development projects into desirable and sought-after addresses. For detailed information on our ongoing projects in the United Kingdom and Australia, please refer to Sections 7.5.4 and 7.7 of this Prospectus.
7.5.3 Location ofprincipal place ofbusiness
We currently operate from the following principal premises: Name Address Purpose EWI EW Management EW Sydney Development Suite 59, Setia Avenue No.2, Jalan Setia Prima S U13/S Setia Alam, Seksyen U13 40170 Shah Alam Selangor Darul Ehsan Malaysia
No.2, Jalan Hang Tuah 55100 Kuala Lumpur Malaysia 3″ Floor, News Building 3 London Bridge Street London SE 1 9SG United Kingdom
Suite 1701, 99 Mount Street North Sydney NSW2060 Australia Kuala Lumpur office Kuala Lumpur sales gallery London office Sydney office and sales gallery
Further details relating to our lands and buildings are set out in Annexure A of this Prospectus. (The rest of this page has been intentionally left blank) I Company No. 1059850-A 7. BUSINESS OVERVIEW (Cont’d) 7.5.4  Summary ofour Group’s ongoing projects  The table below summarises the details of our Group’s ongoing projects as at the LPD.  Project name f location –­ Total land area  Tenure  Proposed development  Construction  Total units launched(l)  Total units pre­sold(1 1  Total sales value(2)  Average price per square foot of pre~ sold units(2)  Estimated GOV  (Acres) approximate  London City Island Phase 2/ London, United Kingdom  5.95  Predominantly freehold with a small parcel of leasehold of 125 years from 10 March 2005  Nine buildings comprising: 1,130 private residential units (about 752,071 sq It of net saleable area), with the units ranging from 398 sq ft to 4,342 sq ft in terms of area and GBP298,760 to GBP3,250,000 in terms of price; • 15 units of affordable homes (about 11,277 sq ft of net saleable area); and  Construction commenced in October 2015 and is expected to be completed by the first half of 2019, Targeted handover: • Buidfings A and M: First half of 2018 • Buildings B, C, D, and E: First half of 2019  1.130  805  Private residential (including parking): RM2,249.7 million (GBP406.6 million) English National Ballet pre-let: RM27.7 million (GBP5.0 million) Ground rent of the private residential units: RM136.7 million (GBP24.7 million)  RM4,586 (GBP829)  RM3,762.8 million (GBP691.3 million)(3)  about 179,037 sq ft of commercial gross internal area.
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I Company NO.1 059850-A I 7. BUSINESS OVERVIEW (Cont’d) Project name’ location —­ Total land area  Tenure  Proposed development  (Acres) approximate  Embassy Gardens Phase 2/ London, United Kingdom  5.71  Freehold  Three buildings comprising: 709 private residential units (about 602,138 sq It of net saleable area), wIth the units ranging from 380 sq ft to 2,077 sq ft in terms of area and GBP575,000 to GBP4,450,000 in terms of price;  163 units of affordable homes (about 136,391 sq It of net saleable area); and  about 29A29 sq fl of commercial gross internal area.
Construction  Total units launched(l)  Total units pre~ sold(l)  Construction commenced in October 2015 and is expected to be completed by the second half of 2021.  430  153  Targeted handover: Block A04: First half of 2018  Block ADS: half of 2019  First  Block Second 2021  A03: half of

Total sales value(2j Private residential (including parking): RM1,038.3 million (GBP1877 million) Affordable homes: RM174.9 million (GBP316 million) Ground rent of the private residential units: RM120.5 million (GBP21.8 million)
Average price per square foot of pre· sold units(2) RM8,299 (GBP1,500) Estimated GDV
RM5,076.1 million (GBP9325 million)Pl 114
I Company No 1059850-A 7. BUSINESS OVERVIEW (Cont’d) Project name I location  Total land area  Tenure  Proposed development  Wardian Londonl London, United Kingdom  (Acres) approximate 1.35  Freehold  Two towers comprising: 626 private residential units (about 430,809 sq It of net saleable area), with the units ranging from 388 sq ft to 1,623 sq ft in terms of area and GBP389,940 to GBP2,250,000 in terms of price;  •  138 units of affordable homes (about 119,041 sq fl of net saleable area); and  about 6,448 sq ft of commercial gross internal area.
Construction  Total units launched(l)  Total units pre­soldPI  Construction commenced in May 2016 and is expected to be completed by the first half of 2020.  626  412  Targeted handover: East tower: First half of 2020  West Second 2020  Tower” half of

Tatal sales value(2) • Private residential (including parking): RM1 ,684.9 million (GBP304.6 million) Affordable homes: RM148.2 million (GBP26.8 million) • Ground rent of the private residential units: RM76.2 million (GBP13.8 million) Average price per square foot of pre­sold units(2) RM6,567 (GBP1,187) Estimated GDV
RM3,081.6 million (GBP5661 million)(3) 115

I Company No. 1059850-A I

7. BUSINESS OVERVIEW (Cont’d) Total Average price Project units per square namel Total land Total units prew foot of pre­Estimated location area Tenure Proposed development Construction launched(1) sold(1) Total sales value(2) sold unitsl2l GDV (Acres) approximate

.West 1.18 Freehold One 39-storey tower and Construction is 398 329 Private residential RM3,351 RM1,042.3 (including parking): Village, a sixNstorey wrap around expected to commence (AUD1.003) million Parramatta podium comprising: in the first half of 2017 (AUD314.8 I Sydney, and is expected to be RM831.5 million million)(~) Australia 398 private completed by the first (AUD248.8 million) residential units half of 2020. (about 302,745.7 sq ft of internal area), Targeted handover” with the units ranging • First half of 2020from 538.2 sq ft to 1,270.1 sq ft in terms of area and AUD524.000 to AUD1,455,000 in terms of price; and
about 11,937.2 sq ft of internal area for commercial and retail space.
Total 14.19 2,584 1,699 RM6,488.5 million RM12,962.8 million Notes:
(1) The total units launched and total units pre-sold represent only the private residential units as at the LPD.
(2) As at the LPD based on the exchange rate of GBP1.00: RM5.5325 and AUD1.00: RM3.3415, being the middle rate for GBP to RM and AUD to RM, respectively quoted by BNM at 5:00 p.rn. as at the LPD.
(3) GDV as at 14 September 2016 as appraised by JLL in its valuation reports dated 14 September 2016, based on the exchange rate of GBP1.00:RM5.4435, being the middle rate for GBP to RM quoted by BNM at 5:00 p.m. as at 14 September 2016.
(4) GDV as at 15 December 2016 as appraised by m3property in its valuation report dated 15 December 2016, based on the exchange rate of AUD1.00: RM3.3110, being the middle rate for AUD to RM quoted by BNM at 5:00 p.m. as at 15 December 2016.

116
7. BUSINESS OVERVIEW (Cont’d) 7.6 MANAGEMENT’S EXTENSIVE EXPERIENCE IN PROPERTY DEVELOPMENT Our management team comprises qualified and experienced personnel who have a wealth of experience in property development in Malaysia and abroad. The members of our management team are our Executive Vice Chairman, Tan Sri Liew, our Executive Director/President and CEO, Dato’ Teow, our CFO, Melissa Tan Swee Peng, our Chief of Design and Planning, Tan Cheng Yong, our Chief of Sales and Marketing, Norhayati binti Suball, our CEO, International Business (United Kingdom), Cheong Heng Leong and our CEO, International Business (Australia), Yap Foo Leong. The majority of our management team worked closely together In S P Setia for a number of years prior to joining our Company Our Executive Vice Chairman, Tan Sri Liew has more than 28 years of experience in the field of property development, including more than 18 years of experience leading S P Setia, where he served as an Executive Director, followed by Group Managing Director/CEO in 1996. In 2009, he was re-designated as the President and CEO until his resignation in 2014. Under Tan Sri Liew’s stewardship, S P Setia grew from a company with only two property development projects, both In the Klang Valley, Malaysia in 1996 to an established international property player with more than 40 projects in six countries, namely Malaysia, the United Kingdom, Australia, Singapore, Vietnam and China, by 2012. Our Executive Director/President and CEO, Dato’ Teow has more than 30 years of experience in the property development industry, corporate finance, accounting, financial management and real estate finance, including more than 18 years of experience In S P Setia. Dato’Teow served in various positions at S P Setia, including as the Executive Director and CFO until his resignation in 2014. He was also responsible for S P Setla’s expansion into the United Kingdom, Australia and Vietnam and oversaw both the acquisition and implementation of various property projects in those countries. Our CFO, Melissa Tan Swee Peng has more than 18 years of experience in corporate financial management with nine years in the real estate sector, six years in investment banking and three years in internal auditing. Prior to joining EW Berhad in 2014, she served as the Head of Corporate Finance in S P Setia where she was in charge of overseeing corporate financial planning for the S P Setla Group and was in charge of the equity and debt capital market functions along with regulatory compliance on corporate finance matters. Our Chief of Design and Planning, Tan Cheng Yong is a chartered member of the Royal Institute of British Architects and has more than 30 years of experience in architecture and property development. He worked as an architect in the United Kingdom for eight years prior to his return to Malaysia. He was appointed as one of the members of the tender committee to oversee the procurement and technical aspects of the Battersea Power Station project in London. In addition, he was the Chief Design and Review Officer of Battersea Power Station Development Company Limited, responsible for overseeing the project design and development of the project. Our Chief of Sales and Marketing is Norhayati binti Subali, who has over 20 years of experience in property development with extensive involvement in branding and marketing of properties, both locally and internationally. While in S P Setia, she led a dedicated sales team responsible for sales and market research, product development, formulation of marketing plans and pricing strategies for international projects such as Fulton Lane and Parque Melbourne in Melbourne, Australia, Battersea Power Station project in London, United Kingdom, and 18 Woodsville and Eco Sanctuary in Singapore. She was instrumental in setting up of Setia International Centre, a one-stop center to better serve Malaysian purchasers of S P Setia’s overseas developments and she also held the position of Managing Director of Battersea Power Station Malaysia Sdn Bhd. Her last position in S P Setia was Divisional General Manager, Group Marketing and International Properties.

7. BUSINESS OVERVIEW (Cont’d) Our CEO, International Business (United Kingdom), Cheong Heng Leong has been in the property industry for nearly 10 years, with more than four years of experience in the United Kingdom. He began his property career in S P Setia in the investor relations department and was ranked third and second in Bursa Malaysia Berhad’s Best Investor Relations Professional -Mid Cap in 2010 and 2011, respectively. Thereafter he was tasked with looking for suitable residential development opportunities in the United Kingdom and played a major role in helping the Malaysian consortium of S P Setia, Sime Darby Berhad and EPF to identify and subsequently acquire the development site for the Battersea Power Station project in Central London. In his role as General Manager, Property (United Kingdom) in S P Setia, he served as the Chief Strategic Relations Officer for the Battersea Power Station project and his responsibilities included helping to oversee the day-to-day development management of the project, corporate and strategic planning. Our CEO, International Business (Australia), Yap Foo Leong has been in the property industry in Australia for 14 years. He developed, managed and enhanced the property management portfolio of the award-winning Moore Park Gardens in Sydney, Australia and implemented two other development projects in Mosman and Marouba in Sydney. He was instrumental in identifying the West Village, Parramatta project site and is responsible for overseeing the implementation of its development. His responsibilities include identifying new real estate project opportunities and expanding our brand in Australia. Our senior management are supported by capable and experienced local teams with extensive on-the-ground experience in the United Kingdom and Australia covering all segments of our business. Along with our management team’s depth of experience and proven track record in both these countries, we believe this puts us in good stead to compete and respond effectively in the markets we operate. For additional information and the detailed profiles of our management team, please refer to Section 10 of this Prospectus.
7.7 DETAILS OF OUR PROJECTS 7.7.1 London, United Kingdom EW-Ballymore Holding. our 75.0%-owned joint venture with Ballymore. is currently undertaking three ongoing projects in London, United Kingdom, namely London City Island Phase 2, Embassy Gardens Phase 2 and Wardian London. Our 75.0%-owned subsidiary, EW Management is tasked to primarily assist us in (i) supervising and monitoring the development manager and consultants of our three projects in London; and (ii) overseeing and monitoring the carrying out of the development of our three projects in London, and reports to us on a regular basis.

I Company No. 1059850-A I

 

7. BUSINESS OVERVIEW (Cont’d) The locations of our three ongoing projects in London are shown on the map below: :. H ,l, C K:, , :’, ‘,” l·’~.,\,q!,q, ….mrh~~~~~~:’c ?~'” ,~.” <>­”,.”~,, ‘i'” ” ~, 1″ R,’\ ; ,0 Gr·: D dI: e,’), ~,R.~<‘.;~’5 f”‘Y’ ” SHO'<‘O[” Tel-, ‘:”X~'( ‘””””,~ “,,,~,,-“,,,, ,.,,,., e …. “‘” n :’I; •o \/ ~ “• r, “”” €H1’E
-,,* ~\~ “);1>'” < ,~’) ~,’ “,'””” … “,[ ,:N:;:< “,r. ,.~EP* ,. •,,”n”’~M «ll'”,’ a,,,,, A’,!,’ “”‘H1OJM:>r “”9* ~ L .\ u~’!.h”_”,'” ‘~~’;i;:”;,~,~;’ JlFIl! ~ o :’1 () J1ili:ti
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;::; :>r 8″:.,,,,,-,-,,6,,,’,,”, ,( ” 2’~1W CH a ‘\;>”‘;”~””‘(“,• Overview map of our projects in London, United Kingdom 119 7. BUSINESS OVERVIEW (Cont’d) (i) London City Island Phase 2 London City Island Phase 2 is expected to deliver 1,130 private residential units and 15 units of affordable homes across six buildings ranging in height from 12 to 27 storeys. The private residential units range from 398 sq ft to 4,342 sq It in terms of area and GBP298,760 to GBP3,250,000 in terms of price. Alongside the six residential buildings, the vibrant mixed-use scheme which includes three other buildings will include space for the creative industries, offices, retail, arts window, leisure, community and educational facilities. There will be 415 car parking spaces. The units are expected to be complemented by about 179,037 sq It of commercial gross internal area. The total land area of the London City Island Phase 2 development is about 5.95 acres. Designed to complement the neighbouring business district, London City Island is an island-style residential neighbourhood on the Leamouth Peninsula near Canary Wharf, London. The site is bounded by the River Lea and has views over the 02 Arena (currently one of Europe’s largest indoor concert venue) and the Canary Wharf estate. London City Island features a wide array of amenities, including an arts centre and gallery, together with shops, restaurants and cafes. In line with our Group’s aspiration of creating eco-friendly liVing environments, London City Island will have landscaped public spaces linked by cycle and pedestrian routes. It will also feature Waterline Park, a landscaped riverbank with a market-style square surrounded by woodland, paved walkways and decked jetties leading down to the River Lea. Trinity Square, a landscaped events plaza located at the centre of the development which has water features and outdoor dining terraces is expected to be anchored by the English National Ballet and its ballet school at the southern end of the square. The arrival of the English National Ballet is expected to transform London City Island into a new arts and culture destination for London. Trinity Square will therefore serve as the focal point of the development offering a wide-range of artistic programmes, world-class ballet performances, cultural events, themed market places and outdoor cinema screenings. London City Island will also have good links to pUblic transportation, with a specially-commissioned footbridge (known as the Red Bridge) at London City Island’s northernmost point providing direct and convenient access to the Canning Town station situated on the opposite bank of the River Lea. The Canning Town station (which is served by the Jubilee Line of the London Underground and the Docklands Light Railway (“DLR”)) provides public transportation access to the Canary Wharf estate within four minutes, London Bridge within 10 minutes and the city of London (Bank station) within 15 minutes. London City Island is also set to benefit from the new Crossrail link which is currently under construction. Two Crossrail stations (namely, the Canary Wharf and Custom House stations) are currently being built within a radius of about one mile from London City Island. The Crossrail link will provide 24-hour access from London City Island to London’s West End, Heathrow Airport, Reading, Essex and Abbey Wood. Travel time between Heathrow Airport and Canary Wharf is expected to be about 39 minutes only using the new Crossrail link service. 120 7. BUSINESS OVERVIEW (Cont’d)
Overview map of London City Island
‘Part of London City Island Phase 1 Overview map of London City Island 7. BUSINESS OVERVIEW (Cont’d)
‘Part of London City Island Phase 1 Artist’s impression of London City Island
‘Part of London City Island Phase 1 Artist’s impression of the English National Ballet building and London City Island 7. BUSINESS OVERVIEW (Cont’d) EW-Ballymore London City is developing Phase 2 of the London City Island project, which has an estimated GDV of GBP691.3 million(1) (about RM3,762.8 million(2)). Based on the valuation report prepared by JLL in respect of the London City Island Phase 2 project dated 14 September 2016, the completions of Phase 1 of London City Island, which is being solely developed by Ballymore, are currently taking place and will deliver 561 residential units, of which 457 will be private residential units. Phase 1 of London City Island was launched in the fourth quarter of 2013 with estimated prices ranging from about GBP569 to GBP835 per sq It, and substantially all of the units available for sale under the London City Island Phase 1 project have been pre-sold. As at the LPD, of the 1,130 private residential units available for sale under the London City Island Phase 2 project, we have pre-sold 805 units, representing a take-up rate of about 71.2%, with contracted sales totalling GBP406.6 million (equivalent to RM2,249.7 million(3)) (including parking). We have also secured a lease premium of GBP5.0 million (equivalent to RM27.7 million(3)) from the English National Ballet pre-let and sold the ground rent of all the private residential units under the London City Island Phase 2 project for GBP24.7 million (equivalent to RM136.7 million(3)) to Nationwide Trustee. Construction of the first two residential blocks of the London City Island Phase 2 project commenced in October 2015 and construction for all the six residential blocks and the three non-residential blocks is expected to be completed by the first half of 2019. In terms of the construction progress for the London City Island Phase 2 project, precast superstructure works are well underway and interior fit-out has commenced for Buildings A and M, while substructure works are progressing for Buildings B, C, D, E and F. Builders work remain in progress in respect of Building N. Notes: (1) GDVas at 14 September 2016 based on the valuation report prepared by JLL in respect of the London City Island Phase 2 project dated 14 September 2016 inclusive of the value of the private residential units, affordable homes, commercial components, car parking spaces, freehold ground rent and the lease premium payable by the English National Ballet. For further details of the components of the estimated GDV of the London City Island Phase 2 project, please refer to the valuation certificate prepared by JLL in respect of the London City Island Phase 2 project dated 14 September 2016 as appended in Section 9 of this Prospectus.
(2) Based on the exchange rate of GBP1.00: RM5.4435, being the middle rate for GBP to RM quoted by BNM at 5.00 p.rn. as at 14 September 2016.
(3) Based on the exchange rate of GBP1. 00: RM5.5325, being the middle rate for GBP to RM quoted by BNM at 5.00 p.rn. as at the LPD.

(ii) Embassv Gardens Phase 2 Embassy Gardens Phase 2 is expected to deliver 709 private residential units and 163 units of affordable homes across three residential blocks. The private residential units range from 380 sq It to 2,077 sq It in terms of area and GBP575,000 to GBP4,450,000 in terms of price. The units will be complemented by 29,429 sq It of commercial gross internal area. The blocks will range from nine to 23 storeys. There will be 258 car parking spaces. The total land area of the Embassy Gardens Phase 2 development is about 5.71 acres. 123 7. BUSINESS OVERVIEW (Cont’d) Embassy Gardens is located at the heart of Nine Elms, a London neighbourhood straddling the northern fringes of the London boroughs of Wandsworth and Lambeth. The Nine Elms area is currently undergoing regeneration as part of the re-development of the South Bank of London and enjoys three kilometres of uninterrupted River Thames frontage. It is slated to be London’s new diplomatic precinct, with the planned relocation of the United States and Dutch embassies there. The project to relocate the United States embassy to Nine Elms is expected to be completed in the first half of 2017. Embassy Gardens is also situated close to the Battersea Power Station project, a 40-acre development which is expected to revitalise the iconic Battersea Power Station with a wide range of public amenities and commercial offerings such as shops, restaurants, cafes, cultural venues, and offices. It is also intended that Nine Elms will be remodelled to create a pedestrian-friendly environment. A planned bicycle and pedestrian bridge across the River Thames will link Nine Elms to Pimlico on the north bank, hence giving direct access to the Victoria and Westminster areas. As part of the transformation of Nine Elms, it is expected that the cycling area will become a green and pedestrian-friendly district with an integrated network of parks, public squares, footpaths, cycle lanes, shops and a variety of outdoor recreation spaces. A linear park will also be built through Nine Elms, providing a landscaped, green and car-free pathway from Battersea Power Station in the west all the way to Vauxhall Cross at the eastern boundary. Along its route, the park will open out into a variety of open spaces and will extend off into new developments, linking up with other public squares, shopping parades, hotels, parks and gardens. A new stretch of the Thames River path will be extended into Nine Elms that will further enhance the leisure infrastructure for the area. In terms of amenities within Embassy Gardens, the site will have a distinctive architectural style with apartments nestled amongst landscaped public squares, a linear park (as described above) and amenities such as a private club with its own library and gym, as well as a spa, cinema, cafe and bar. The showpiece will be a 25-metre “floating” transparent sky pool which will span across two of the blocks at 10 storeys above ground level. Annexed to the pool will be roof garden spaces with a conservatory space named “The Orangerie” for the residents to enjoy. Embassy Gardens is also well served by public transportation, with Vauxhall station (National Rail and the London Underground) located within roughly one kilometre. From Vauxhall station, London’s West End (Oxford Circus) can be accessed within seven minutes and Canary Wharf can be accessed within 25 minutes. Public transportation in the Nine Elms area is expected to improve further with the planned extension of the Northern Line from the existing Kennington station to two new stations, namely Nine Elms and Battersea Power stations. Both stations are scheduled to be opened in 2020. 7. BUSINESS OVERVIEW (Cont’d)
Overview map of Embassy Gardens
Artist’s impression of the United States Embassy, Embassy Gardens Phase 2, roof garden and sky pool 7. BUSINESS OVERVIEW (Cont’d)
Artist’s impression of the roof garden, floating transparent sky pool and “The Orangerie” conservatory space
Artist’s impression of the linear park 7. BUSINESS OVERVIEW (Cont”d) EW-Ballymore Embassy Gardens is developing Phase 2 of the Embassy Gardens project, which has an estimated GDV of GBP932.5 million(1 ) (about RM5,076.1 million”)). Based on the IMR Report and the valuation report prepared by JLL in respect of the Embassy Gardens Phase 2 project dated 14 September 2016, Phase 1 of Embassy Gardens, which is being solely developed by Ballymore, is completed and will deliver 639 units, of which 541 units will be private residential units. Phase 1 of Embassy Gardens was launched in the second quarter of 2013 with estimated prices ranging from about GBP1,000 to GBP1,500 per sq ft, and all of the units available for sale under the Embassy Gardens Phase 1 project have been pre-sold. Based on the IMR Report, Phase 3 of Embassy Gardens, which is being solely developed by Ballymore, has been cleared for construction and will deliver 207 private residential units. Estimated prices for the private residential units range from about GBP1,000 to GBP1 ,500 per sq ft. As at the LPD, of the 430 private residential units available for sale under the Embassy Gardens Phase 2 project, we have pre-sold 153 units, representing a take-up rate of about 35.6%, as well as 163 units of affordable homes, with contracted sales totalling GBP219.3 million (equivalent to RM 1,213.1 million(3)) (including parking). We have also sold the ground rent of all the private residential units under the Embassy Gardens Phase 2 project for GBP21.8 million (equivalent to RM120.5 million(3)) to Nationwide Trustee. Construction works for Embassy Gardens Phase 2 project commenced in October 2015 and construction for all the blocks is expected to be completed in the second half of 2021. In terms of the construction progress for the Embassy Gardens Phase 2 project, all cores have been completed while super structure works are currently underway for Block A04. As for Block A03, substructure and concrete frames have been completed with low level internal wall construction progressing, while for Block A05, piling works have been completed and sUbstructure works are ongoing. Notes: (1) GDVas at 14 September 2016 and based on the valuation report prepared by JLL in respect ofthe Embassy Gardens Phase 2 project dated 14 September 2016 inclusive of the value Df the private residential units, affordable homes, commercial components, car parking spaces and freehold ground rent. For further details of the components of the estimated GDV of the Embassy Gardens Phase 2 project, please refer to the valuation cenificate prepared by JLL in respect of the Embassy Gardens Phase 2 project dated 14 September 2016 as appended in Section 9 of this Prospectus.
(2) Based on the exchange rate of GBP1. 00: RM5.4435, being the middle rate for GBP to RM quoted by BNM at 5.00 p.rn. as at 14 September 2016.
(3) Based on the exchange rate of GBP1, 00: RM5.5325, being the middle rate for GBP to RM quoted by BNM at 5.00 p.m. as at the LPD.

(iii) Wardian London Wardian London, located at the Isle of Dogs in the London Borough of Tower Hamlets, situated next to Canary Wharf, is expected to deliver 626 private residential units and 138 units of affordable homes across two blocks (the West Tower and the East Tower) with about 6,448 sq ft of commercial gross internal area. The private residential units range from 388 sq ft to 1,623 sq ft in terms of area and GBP389,940 to GBP2,250,000 in terms of price. The West Tower will be 50 storeys and the East Tower will be 55 storeys. There will be 102 car parki ng spaces. 127 7. BUSINESS OVERVIEW (Cont’d) The total land area of the Wardian London development is about 1.35 acres. In addition to apartment units, the towers will also include retail, leisure and cafe amenities and a new, landscaped public plaza. Wardian London will have views over South Dock towards Canary Wharf (which is an almost three­minute walk away), with a westerly panorama of the London cityscape. The design of Wardian London was inspired by Nathaniel Bagshaw Ward, a London physician and botanist who invented a method of transporting plant life across vast distances using tightly-sealed glass terraria, known as “Wardian cases”, which allowed ships to transport live specimens of plants collected 191hfrom around the world to be brought back to Britain during the early century. In line with our focus on bUilding properties that promote an eco­friendly lifestyle, the concept of Nathaniel Bagshaw Ward’s innovation is remade in Wardian London, with giant “Wardian cases” being featured throughout the building, exhibiting arrangements of exotic trees and plants. Each apartment in Wardian London will also have a private sky-garden, made possible with the provision of generously-sized balconies. The amenities in Wardian London will also include a private gym, a residents’ cinema, a residents’ sky lounge with a private dining area and bar, and a rooftop garden with an observation deck. Wardian London benefits from good links to public transport. The South Quay station (which is served by the DLR) is only about 500 metres to the east of the site. The South Quay station provides access to the city of London (Bank station) in about 17 minutes on the DLR. The Canary Wharf station (which is served by the London Underground) is accessible via a pedestrian bridge over South Dock. The Canary Wharf station is within easy reach of London Bridge (with travel time at about seven minutes), Waterloo Station (with travel time at about 10 minutes), Stratford/Olympic Village (with travet time at about 11 minutes) and Bond Street (with travel time at about 15 minutes) via the Jubilee Line. Overview map of Wardian London 7. BUSINESS OVERVIEW (Cont’d)
Artist’s impression of the Wardian London project
Examples of “Wardian Cases” 7. BUSINESS OVERVIEW (Cont’d)
Artist’s impression of “Wardian cases” in the lobby
Artist’s impression of the residents’ sky lounge 7. BUSINESS OVERVIEW (Cont’d)
Artist’s impression of the private sky garden in each apartment EW-Ballymore Arrowhead is developing the Wardian London proJect, which has an estimated GOV of GBP566.1 million(1 ) (equivalent to RM3,081.6 million(2). As at the LPO, of the 626 private residential units available for sale under the Wardian London project, we had pre-sold 412 units, representing a take-up rate of about 65.8%, as well as 138 units of affordable homes, with contracted sales totalling GBP331.3 million (equivalent to RM1 ,833.2 million(3)) (including parking). We have also sold the ground rent of all the private residential units under the Wardian London project for GBP13.8 million (equivalent to RM76.2 million(3 )} to Nationwide Trustee. Construction of the East Tower commenced in May 2016 and the construction of both towers is expected to be completed in the first half of 2020. In terms of the construction progress for the Wardian London project, the concrete hard standing ‘basement box’ has been demolished and cleared while piling works have completed. Works on the core structures for both East Tower and West Tower are underway, with the East Tower raft completed and the West Tower foundation in progress Notes: (1) GOV as at 14 September 2016 based on the valuation report prepared by JLL in respect of the Wardian London project dated 14 September 2016 inclusive of the value oftha private residential units, affordabfe homes, commercial components, car parking spaces and freehold ground rent. For further details of the components of the estimated GOV of the Wardian London project, please refer to the valuation certificate prepared by JLL in respect of the Wardian London project dated 14 September 2016 as appended in Section 9 of this Prospectus.
(2) Based on the exchange rate of GBP1.00:RM5A435, being the middle rate for GBP to RM quoted by BNM at 5,00 p.m as at 14 September 2016,

7. BUSINESS OVERVIEW (Cont’d) (3) Based on the exchange rate of GBP1.00: RM5.5325, being the middle rate for GBP to RM quoted by BNM at 5.00 p.m. as at the LPD. 7.7.2 Sydney, Australia Our wholly-owned subsidiary, EW Sydney Development, is developing the West Village, Parramatta project in Sydney, Australia. West Village, Parramatta is a mixed residential and commercial development which is expected to deliver 398 private residential units with about 11,937.2 sq It of internal area for commercial and retail space. The private residential units range from 538.2 sq ft to 1,270.1 sq ft in terms of area and AUD524,000 to AUD1 ,455,000 in terms of price. The development is expected to consist of a 39-storey tower and a six-storey podium and include over four levels of 401 basement car parking spaces. The total land area of West Village, Parramatta development ;s about 1 18 acres. The development site occupies a corner position with frontages to Church Street, Parkes Street and Anderson Street and is an almost five-minute walk to Parramatta’s CBD. Parramatta is about 24 kilometres west of Sydney’s CBD. According to the IMR Report, Parramatta is a sizeable commercial centre containing 690,000 sq m of office space, with comprehensive retail amenities, including the nearby Westfield Parramatta Regional Shopping Mall. Parramatta is also a major transport interchange with extensive road, rail and bus infrastructure in place. The increased residential supply in Parramatta combined with substantial local and state government investment in infrastructure have increased awareness of Parramatta as an emerging second CBD within the Sydney metropolitan area. Significant transportation linkages and ongoing commercial development (both retail and office) has resulted in more jobs created in the area and a resultant increase in demand for residential property. The amenities in West Village, Parramatta are expected to include a residents’ sky terrace at the highest floor with views of Sydney’s CBD and the Blue Mountains. Additionally, it is expected to have rooftop charcoal grille dining areas, a city view lounge deck area and an open lawn for residents. An additional podium roof garden on the sixth storey with private enclaves and barbecue facilities is also expected to be made available for the exclusive use of the residents. Other common spaces are expected to inClude a central ground floor courtyard (named “The Village Green”), a lobby and a ground floor retail precinct With cates and international cuisine options. West Village, Parramatta is also expected to feature an indoor nine to 18-hole virtual golf driving range and a fully sound-proofed private music room with a baby grand piano for private performances. Internally, each apartment is expected to be fitted out with modern finishing and joinery with expansive open plan layouts aimed to maximise natural light and ventilation. Some of the apartment units are also expected to have uninterrupted views of Sydney’s CBD while others will enjoy a view of the Blue Mountains. West Village, Parramatta is well-connected via transportation links and is located about 1.5 kilometres from the Parramatta Ferry Wharf, 500 metres from the Parramatta train station (which connects commuters to Sydney’s CBD in about 30 minutes), 300 metres from a bus terminal and 300 metres from the Westfield shopping centre. West Village, Parramatta is also almost a five-minute walk away from Parramatta’s CBD. 132 7. BUSINESS OVERVIEW (Cont’d)
e-KEY Approximate travel time from Parramatta to the Sydney CBO via the motorway is Motorway 36 minutes Train Ferry 5km zone i)) Overview map of West Village, Parramatta
Artist’s impression of West Village, Parramatta 7. BUSINESS OVERVIEW (Cont’d)
Artist’s impression of West Village, Parramatta EW Sydney Development is developing the West Village, Parramatta project which has an estimated GDV of AUD3148 million(1 ) (about RM1 ,042.3 million(2)). As at the LPD, of the 398 units available for sale under the West Village, Parramatta project, we had pre-sold 329 units, representing a take-up rate of about 82.7%, with contracted sales totalling AUD2488 million (equivalent to RM831.5 million(3)) (including parking). Construction of the West Village, Parramatta project is expected to commence in the first half of 2017 and completion is targeted for the first half of 2020. In May 2014, our Group acquired the West Village, Parramatta site with a previously approved development consent from the City of Parramatta Council (“Existing Development Consent”). In June 2015, we marketed and pre-sold units in the West Village, Parramatta project to purchasers based on another development plan (“Marketed Development Plan”) for which we were required to obtain a new development consent. In the process of doing so, our Group conducted an invited architectural design competition, pursuant to which the design Jury selected a preferred design in February 2016. In June 2016, our Group applied for a new development consent and submitted, as part of the application, the selected design based on the outcome of the design competition. The selected design does not differ significantly from the Marketed Development Plan. The application was approved in November 2016 and the City of Parramatta Council granted us a development consent based on the design that we submitted as part of our application (“New Development Consent”). 7. BUSINESS OVERVIEW (Cont’d) The salient differences between the designs contained in the Existing Development Consent, Marketed Development Plan and the New Development Consent are as follows:
Total storeys Podium  Basement units area  Total area
no. of No. of residential Total gross floor balcony Design contained in the Existi ng Development Consent  Design contained in the Marketed Development Plan  Design contained in the New Development Consent  39 storeys  39 storeys  39 storeys  Five levels  Six levels  Six levels  Four levels containing 427 car parking spaces  Four levels containing 405 car parking spaces  Four levels containing 401 car parking spaces  364  397  398  31,085 sq m  31,475 sq m  32,935 sq m  6,507 sq m  8,188 sq m  8,780 sq m
Prior to the application for the New Development Consent, we marketed and pre-sold units and entered into sale and purchase agreements with purchasers based on the Marketed Development Plan. SUbsequent to our application but prior to the issue of the New Development Consent, we notified all purchasers regarding the amended design that was contained in the application. As part of our commitment to customer service and as a sign of good faith, we also offered all purchasers the opportunity to rescind their sale and purchase agreements in the event that their units be affected by the amended design. As at the LPD, there have been 31 rescissions of sale and purchase agreements. To effect such rescissions, both we and the purchasers have entered into a deed of release Such units have since been made available for sale in the market again. Notes: (1) GOVas at 15 December 2016 based on the valuation reporl prepared by m3properly in respect of the West Village, Parramatta proiect dated 15 December 2016 inclusive of the value of residential (inclusive of car parking spaces) and commercial components. For further details of the components of the estimated GOV of the West Village, Parramatta project, please refer to the valuation certificate prepared by m3properly in respect of the West Village, Parramatta project dated 15 December 2016 as appended in Section 9 of this Prospectus.
(2) Based on the exchange rate of AUD1.00: RM3.3110, being the middle rate for AUD to RM quoted by BNM at 5.00 p.rn. as at 15 December 2016.
(3) Based on the exchange rate of AUD1.00: RM3.3415, being the middle rate for AUD to RM quoted by BNM at 5.00 p.m. as at the LPO.

7. BUSINESS OVERVIEW (Cont’d) 7.8 PROCESS FLOW The key stages of our property development process are as follows: StudyFeaS’.b…·.’.I.·.’.tyl
and Negotiation Analysis –l-_._—‘———, Market Conceptual Research , Planning _________c ._ ….._..—–‘
Internally Generated Funds
Appointment of ConsultanLs and Contractors
Submission and Approvals of Plans
Obtaining  Ucences, Planning  Construction and  Sales and  Permissions and  Project Monitoring  Marketing  Clearances

,—__—‘L… _ Inspection and Completion of Handing-over of Certification ofConstruction Property Completion After Sales Selvice 136
7. BUSINESS OVERVIEW (Conf’d) (i) Identification of potential development site As part of the identification of a potential site for development by our business development team, a preliminary study is performed. The preliminary study involves market research to ascertain market demand and pricing for the proposed development, and a feasibility stUdy such as cash flow analysis to evaluate the viability, profitability and risks of the proposed project. Our business development team comprises representatives from our projects and technical department, sales and marketing team as well as our Group’s accounts and finance departments Relevant factors taken into consideration include the purchase price of the site, availability of financing, whether the potential site comes with any planning permissions or development consents, restrictions or requirements imposed by the relevant authorities in respect of the land site, zoning and land use, size and location, population density, traffic flows, competition from neighbouring developments, environmental issues as well as the profile and requirements of our target buyers. The aforementioned factors, which are specific to the identified land site, will be reviewed by our management together with other considerations which may be more broad-based, such as the economic outlook, business environment and property market sentiment. We will also undertake standard due diligence procedures on the target land sites, which will involve, amongst other things, site visits and land searches to determine whether the proposed project is in line with the local plan endorsed by the relevant authorities. If the business development team is of the view that the site is suitable for development, the potential development project together with the findings of the preliminary feasibility study will then be endorsed by our CEO before consideration by our Board. (ii) Acquisition of land site If a decision is made to acquire the land site or enter into a joint venture with an existing landowner, we will then proceed to make a bid for the site or put forward a proposal for a joint venture with the existing landowner to develop the land site. In determining our bidding price and/or terms of the joint venture, our projects and property development departments will carry out detailed feasibility studies to estimate the project costs and selling price for the completed property development project in order to calculate the profitability of the property development proJect. Having these detailed studies will help mitigate the possibility of us acquiring or making a bid at a price which may result in the project being unprofitable. Comparative market studies are also conducted on similar projects to validate our bidding price. In addition to the internal evaluation, where required, external feasibility studies may also be conducted by a professional architect and cost consultant engaged by our Group. Together with the feasibility study reports, the architect assists us in ascertaining the maximum realisable potential of the land site and the cost consultant provides us with realistic construction cost estimates. It is also at this stage that we undertake negotiations with the sellers of the land site or with the potential joint venture partner in tandem with a formal due diligence process which will encompass legal, financial and operational due diligence as well as a technical verification of the reports relating to the land site. If the results of both our internal and, where applicable, external evaluations are favourable, we will then seek approval from our Board to proceed with the land acquisition or submission of a suitable bid for the same, or entry into the joint venture, as the case may be. 137 7. BUSINESS OVERVIEW (Cont’d) (iii) Project implementation and commencement Upon the successful acquisition of the land site or entry into the joint venture with the existing landowner to develop the land site, we will commence parallel work streams to implement the project. Such work streams include the appointment of the relevant professional consultants and contractors, the ongoing process of obtaining the relevant licences, planning permission and clearances as well as undertaking sales and marketing activities for the development project. (a) Appointment ofprofessional consultants and contractors We may engage a development manager, who will be responsible for handling the day-to-day operations of the development project and a project management consultant, who will help to oversee the construction aspects of the development project (including the contractors). Alternatively, we may choose to appoint an internal project manager to be responsible for the day­to-day operation of the development project supported by an independent quantity sUNeyor in relation to tenders and meetings with consultants who will make decisions jointly with us. In determining the selection of a third party development manager, property management consultant and/or independent quantity sUNeyor, we take into consideration several factors, including the experience, track record, financial background, reputation, contract price and suitability of the relevant development manager, property management consultant and/or independent quantity sUNeyor. We will also engage a team of professional consultants, which will include, amongst other things, architects, engineers, lawyers and other professionals such as registered sUNeyors. The team of professional consultants are typically located in the country where the land site is located, save for the architects and designers, whom we may source globally. These professional consultants, such as the architects, engineers and lawyers, will assist in schematic design, design development, contract documentation and construction before final completion. The various design proposals are reviewed, re-worked and improved until they are deemed to be satisfactory by our management team and within the agreed specifications and budget. We select our professional consultants through a tender process. The evaluation process may differ based on the specific property development project and the main factors taken into consideration in the selection process would include the architectural design proposal, contract price, financial background and track record of the relevant consultants. Main contractors and sub-contractors will also be appointed to carry out the main building works and provide other seNices, and are engaged via a tender process. Main contractors and sub-contractors with a good track record are invited to participate in our tender exercises. Such tender process would be administered by the appointed project consultants (i.e. the development manager, project management consultant and/or independent quantity sUNeyor), who will evaluate and assess all tenders and conduct tender inteNiews before submitting their tender reports to us. The board of directors of the development company will then make the decision as to which contractor to award the contract to. The contractors are selected based on various factors including their price, qualifications, reliability, financial status, track record and quality of work. 138 7. BUSINESS OVERVIEW (Cont’d) Our management and project development team, with the assistance of the professional consultants, supervises the construction closely to ensure that building standards are adhered to and monitors the progress of the property development project to ensure that the property development project is completed on time, within budget and meets our quality standards and requirements. (b) Obtaining licences, planning permissions and clearances As part of the project implementation, we will also obtain the necessary licences, planning permissions and clearances from the relevant authorities at each relevant stage of the property development project, as required. (c) Sales and marketing We adopt customised sales and marketing strategies for each of our individual projects. For projects that are undertaken with joint venture partners, the sales and marketing strategy is usually formulated together with the relevant representatives of our joint venture partners. External marketing consultants may also be engaged to execute the necessary sales and marketing activities, including media advertising, and the design, production and distribution of promotional materials. For further details on our sales and marketing activities, please refer to Section 7.9 of this Prospectus. (iv) Project completion Once the construction works are completed, a joint inspection will be conducted by the appointed professional consultants and contractors together with our management and project development team which include testing and commissioning each aspect of the development to certify that the project works have been completed in accordance with contract requirements and to our quality standards and requirements. Any defective works identified will be recorded and rectified by the contractors. Once the professional consultants have certified that the works have been satisfactorily completed, the handing-over process to purchasers will commence. This would include serving a completion notice and payment of the balance purchase consideration by the purchaser as set out in the relevant sale and purchase agreement. For a leasehold property, the purchaser will also have to, upon completion, apply to the land registry to register the leasehold interest. In the United Kingdom and Australia, the purchaser typically makes a partial payment of the purchase consideration on the date the sale and purchase agreement is exchanged followed by the payment of the remaining purchase consideration (which usually represents a substantial portion of the total purchase consideration) to the developer when the construction work is completed and vacant possession has been delivered. In the United Kingdom, the purchaser typically pays an initial cash deposit of either 5.0% or 10.0% of the purchase consideration as required by the developer upon signing of the sale and purchase agreement. An additional 15.0% or 10.0% of the purchase consideration, as the case may be, is then payable a year later which will be held by the developer’s solicitors as stakeholder in a trust until the construction of our project is completed and handover of the vacant possession of the unit to the purchaser is completed. The remaining purchase consideration is only paid upon physical completion and handover of the vacant possession of the unit to the purchaser. An amount equivalent to the lower of 10.0% of the purchase consideration or GBP100,OOO per unit out of the amounts received from the purchasers, can be utilised by the developer to fund the development works if such developer has procured deposit insurance from an insurance provider for that amount. We will review our sales report on a quarterly basis to determine the number 7. BUSINESS OVERVIEW (Cont’d) of units pre-sold for the respective blocks of our existing United Kingdom property development projects, following which we will register the pre-sold units for NHBC Buildmark cover (deposit insurance and warranty on defects). Registration for the NHBC Buildmark cover involves paying an upfront premium and NHBC may also impose additional requirements (such as the provision of a corporate guarantee or the retention of a percentage of the initial cash deposit). Once these units have been registered, an amount equivalent to the lower of 10.0% of the purchase consideration or GBP100,000 per unit out of the amounts received from the purchasers will be released to us and can be used to fund the development costs of our property development projects, including funding the payment of insurance premiums for future insurance cover of amounts paid in connection with the sale of additional units in the project. In relation to the NHBC Buildmark cover for the London City Island Phase 2, Embassy Gardens Phase 2 and Wardian London projects, NHBC has required that 15.0% of the initial cash deposit be retained to NHBC’s order and held by the developer’s solicitors as stakeholder in a trust until either (i) an alternative security acceptable to NHBC has been put in place; or (ii) the construction of the respective project is completed and handover of the vacant possession of the unit to the purchaser is completed. In Australia, the purchaser typically pays an initial cash deposit of 10.0% of the purchase consideration upon the signing of the sale and purchase agreement, which cannot be used by the developer to finance the development of the project and is held in trust by the relevant solicitor. The remaining 90.0% of the purchase consideration is only paid upon physical completion and handover of the vacant possession of the unit to the purchaser. Further, from an accounting perspective, revenue from the sale of property in the United Kingdom and Australia can only be recognised by our subsidiaries and joint ventures when the risks and rewards of the property sold have been fully transferred to the purchaser, which is upon physical completion and handover of vacant possession of the property. Accordingly, our subsidiaries and Joint ventures will not recognise the deposits received from purchasers or development progress of property for which a sales contract has been signed as revenue until the physical completion and handover of the vacant possession of the property. In the United Kingdom, where our projects are currently undertaken through our joint ventures, the revenue of these companies on a year-to-year basis will fluctuate, depending on the number of projects completed in each financial year, which will, in turn, cause our share of profits from each of these joint ventures to fluctuate as well. In Australia, where our project is currently undertaken through our wholly-owned subsidiary, our revenue on a year-to-year basis will fluctuate as well, depending on the number of projects completed in each financial year (v) After-sales services As part of our commitment to provide good customer service to our customers, we provide a variety of after-sales services beyond the completion of the relevant development projects. For further details on our after-sales services, please refer to Section 7.9 of this Prospectus. Our projects typically comprise a commercial andlor retail component and we may retain the commercial andlor retail component as investment properties for a period of time, to manage the quality and composition of the tenant mix and to enhance the value of the residential component of our projects. Nevertheless, once the above objective has been achieved and rental income stabilises, we may seek to unlock its value by divesting the commercial andlor retail component. Additionally, in the United Kingdom, annual ground rent is payable by residential apartment owners and carpark owners to the holder of the freehold interest and such ground rent generates an income stream. We may also seek to unlock the value of such 7. BUSINESS OVERVIEW (Cont’d) income stream by divesting it to investors who seek for a steady stream of income in exchange for an upfront payment 7.9 SALES AND MARKETING Our Chief of Sales and Marketing, Norhayati binti Subali, leads our sales and marketing activities and is supported by a team of sales and marketing personnel. The team is responsible for tormulating and conceptual ising our overall sales and marketing strategy, conducting market research and analysis, developing our image and brand name, co­ordinating promotional events and providing before and after-sales services to our purchasers. As part of the sales and marketing strategy for our Group, we constantly seek to enhance our image and brand name to reinforce brand loyalty. We reach out to customers in a variety of ways including through print media such as newspapers and magazines, social media, billboards, internet portals, mails, calls and private previews (for our existing customers). We also offer perks and rewards to repeat buyers by giving them priority in unit selection during launches and offering loyalty discounts, where applicable. Our sales and marketing approach is also highly customised and seeks to highlight each individual project’s unique qualities and selling points. We begin this by adopting a name for the project which emphasises its main features. For example, London City Island is named to reflect the contemporary urban island lifestyle that the project aims to provide to its residents. Our subsequent marketing activities also showcase the development’s positioning as an artistic and cultural hub with regular open theatre performances on site to give potential purchasers a sense of the cultural atmosphere that London City Island will offer. Similarly, as part of our sales and marketing strategy for Wardian London, we installed large “Wardian cases” at the Design Cube show gallery located near the Canary Wharf estate to allow potential customers to have a preview of the garden living concept features of Wardian London. For projects that are undertaken with joint venture partners, the sales and marketing strategy is usually formulated together with the relevant representatives of our various partners. We also engage property agencies who have a good reach to the customers in target markets where we do not have dedicated sales offices (such as Hong Kong, China, Indonesia and the United Arab Emirates), to assist us during our project launches and in other sales activities in relation to our Group’s projects. These property agencies are responsible for the sales and marketing of our projects based on marketing strategies we have established and are superVised and monitored by our own in-house sales and marketing team. Whilst external sales and marketing consultants and agencies may be engaged to support our marketing efforts, we primarily adopt a direct-to-customer sales strategy by training and equipping our internal sales and marketing team to sell units directly to customers. This allows us to get to know our customers to attain a better understanding of their requirements, which serves as a feedback mechanism to us for continuous improvement and future project selection as well as product development Our Company has also entered into a Collaboration Agreement with EW Berhad to establish a framework for mutual collaboration and strategic alliance. For details of the Collaboration Agreement, please refer to Section 7.10.1 of this Prospectus. As part of our commitment to provide good customer services to our customers, we provide a variety of after-sales services beyond the completion of the development projects. In the United Kingdom, we supplement our after-sales service by paying for third party warranties such as the NHBC Buildmark cover. The NHBC Buildmark cover is a warranty and insurance policy which is purchased and paid for by the developer and provides up to 10 years of housing warranty and insurance coverage for the purchasers. 7. BUSINESS OVERVIEW (Cont’d) In addition, we assist our customers by referring them to banking, legal, sale, leasing, interior design, furnishing and property management service providers. We also ensure our purchasers are provided with regular updates through e-newsletters and have installed webcam services so that purchasers can view different stages of the construction progress via the internet These after-sales services are conveniently accessible by our Malaysian and Singapore customers through our representative offices located in these jurisdictions. 7.10 RELATIONSHIP WITH THE STRATEGIC INVESTORS 7.10.1 Relationship with EW Berhad Under the EW Berhad Share Subscription Agreement, after the IPO, EW Berhad, a public company listed on the Main Market of Bursa Securities, which is principally involved in property development in Malaysia, through EW Capital, will own 27.0% of our enlarged issued and paid-up share capital. EW Berhad is a fast-growing property development company in Malaysia. Following EW Berhad’s takeover by its current major shareholders in November 2013, the EW Berhad Group grew its land bank from 991 acres all located in Iskandar Malaysia to 8,052.7 acres across Klang Valley, Iskandar and Pulau Pinang in Malaysia with a total GDV of RM87.5 billion as at 31 January 2017. As at the LPD, the EW Berhad Group has 15 property projects under development with another three projects expected to be launched within the next two years EW Berhad has also established the “ECOWORLD” brand as a highly sought-after property name in Malaysia with a strong and loyal customer following. This is evidenced by the total cumulative sales of RM6.8 billion recorded by the EW Berhad Group over its last two financial years Through its 14 sales galleries which are spread throughout the Klang Valley, Iskandar and Pulau Pinang in Malaysia and in Singapore, the EW Berhad Group regularly engages with existing and potential customers via its direct-to-customer marketing approach. Plans are being finalised for the launch of several new projects which include the Bukit Bintang City Centre project located at the heart of Bukit Bintang in Kuala Lumpur. This will further expand EW Berhad Group’s customer database thus providing increased opportunities for cross-selling of our products as an added service to their customers who may be seeking to purchase properties overseas. As at the LPD, about 3.3% of the total contracted sales achieved by our Group were attributable to cross-selling by the EW Berhad Group. Our Company has entered into the Collaboration Agreement with EW Berhad to establish a framework for mutual collaboration and strategic alliance to, amongst other things, (i) enhance the “ECOWORLD” brand name; (i1) further develop the parties’ respective capabilities and expertise; (iii) increase sales of the parties’ respective property development projects and grow market share; and (iv) mitigate any conflict of interest situations whereby EW Berhad agreed not to undertake any property development or investments in countries other than Malaysia, except through our Company while we agreed not to undertake any property development or investments in Malaysia. For the avoidance of doubt, the investments referred to in item (iv) above shall not be limited to direct acquisitions of lands, properties or sites but shall include other investment structures whether through acquiring shares or otherwise, which will result in the relevant party having an interest in such lands, properties or sites. 7. BUSINESS OVERVIEW (Cont’d) The Collaboration Agreement shall take effect on the date on which the IPO Shares are issued and allotted to EW Capital in accordance with the EW Berhad Share Subscription Agreement and shall continue in force and effect unless terminated in accordance with the terms of the Collaboration Agreement. If either EW Berhad or our Company defaults in its or our obligations under the Collaboration Agreement and the default is not remedied within 30 days of notice by the non-defaulting party (or such extended period as the non-defaulting party may agree to), the non-defaulting party may, without prejudice to any other rights and remedies avaiiable to it, terminate the Collaboration Agreement by written notice to the defaulting party. Any of the following events will result in an automatic termination of the Collaboration Agreement: (i) the Admission and the Listing do not occur within the period specified in the EW Berhad Share Subscription Agreement (i.e. five Market Days from completion of the subscription of the IPO Shares by EW Capital); or (iI) the shareholding of EW Berhad in our Company (whether directly or indirectly) after completion of the iPO is reduced to less than 5.0% of our then issued and paid-up share capital, whereupon neither party to the Collaboration Agreement shall have any right against each other save for any antecedent breaches. For the avoidance of doubt, the termination of the Collaboration Agreement does not have any impact on our rights under the Brand Licensing Agreement. Our Company has also entered into the Brand Licensing Agreement pursuant to which we have been granted the non-exclusive, worldwide, royalty-free licence to use the “ECOWORLD” and “CREATING TOMORROW & BEYOND” marks, including logos, brands and other features associated therewith, which allows us to leverage on the established branding and goodwill of EW Berhad within the property development industry and with customers. We will also be able to benefit from the name recognition resulting from sales and marketing activities, such as advertisements in the print and social media as well as branding initiatives undertaken by EW Berhad to promote the “ECOWORLD” brand. 7.10.2 Relationship with GuocoLand Under the GuocoLand Share Subscription Agreement, after the IPO, GuocoLand, a public company listed on the Main Board of the SGX-ST, through GLL EWI, will own 27.0% of our enlarged issued and paid-up share capital. The subscription of our IPO Shares by GuocoLand, through GLL EWI, is subject to the fulfilment of certain conditions precedent within the stipulated cut-off period, as well as the performance by the relevant parties of their respective obligations as set out in the GuocoLand Share Subscription Agreement. This includes, amongst other things, the Retail Underwriting Agreement and the Placement Agreement having been entered into and having become unconditional and our Company providing GuocoLand a written confirmation that the aggregate proceeds from the IPO are not less than RM2.0 billion. The principal activities of Guocoland’s subsidiaries are property development, property investment, hotel operations and property management, marketing and maintenance seNices. The GuocoLand Group has property operations in Singapore, China, Malaysia and Vietnam, comprising residential, hospitality, commercial and retail developments. 143 7. BUSINESS OVERVIEW (Cont’d) Going forward, we intend for the strategic investment by GuocoLand to be the basis for a mutually beneficial relationship between GuocoLand and our Group, wherein both parties can work together and leverage On each other’s strengths to pursue future projects. Such collaboration may be in the form of projects undertaken via our Group, or in the form of joint venture projects between our Group and GuocoLand that will bring together the “ECOWORLD” and “GuocoLand” brands, allowing for such projects to leverage On the respective brands’ reputation, marketing channels and customer base. 7,10,3 Shareholders’ Agreement As an integral part of the EW Berhad and GuocoLand subscriptions, Tan Sri Liew, EW Berhad and GuocoLand have entered into the Shareholders’ Agreement On 27 October 2016 to regulate their relationship with one another as shareholders in our Company. The key terms of the Shareholders’ Agreement are as follows: (i) Effective Date The Shareholders’ Agreement will take into effect On the date of execution of the GuocoLand Share Subscription Agreement, save for the following main provisions relating to: (a) the parties’ representations and warranties, termination and costs, which took effect as at the date of the Shareholders’ Agreement; and
(b) minimum shareholdings in our Company by EW Berhad as set out in Section 7.10.3(iii)(a) below and the entitlement to nominate Directors as set out in Section 7.10.3(v) below, which will take effect from the Completion Date.

(ii) Equity interests in our Company held by the parties On the date of Listing, EW Berhad and GuocoLand shall each hold, directly and/or indirectly, such number of IPO Shares representing 27.0% of our enlarged issued and paid-up share capital, and such number of entitled Warrants representing 27.0% of the total number of Warrants in issue. Based On our enlarged issued and paid-up share capital of 2,400,000,000 Shares and the bonus issue of 960,000,000 Warrants, Tan Sri Liew shall hold 246,540,798 Shares and 98,616,319 Warrants upon the Listing, representing about 10.3% of our enlarged issued and paid-up share capital and about 10.3% of the total Warrants in issue, respectively. The shareholdings and warrant holdings of Tan Sri Liew, EW Berhad and GuocoLand in our Company upon the Listing are summarised in the table below: No, of No, of %(1) %(2)Shares Warrants EW Berhad 648,000,000 27.0% 259,200,000 27.0% Tan Sri Liew 246,540,798 10.3% 98,616,319 10.3% GuocoLand 648,000,000 27.0% 259,200,000 27.0% Notes: (i) Based on our enlarged issued and paid-up share capital of 2, 400, 000,000 Shares. (ij) Based on 960,000,000 WaITanls in issue upon completion of the JPO and bonus issue of Warrants. 7. BUSINESS OVERVIEW (Cont’d) (iii) Mmimum shareholdings (a) Minimum shareholdings in our Company by EW Berhad EW Berhad (or EW Capital) must, whether directly or indirectly, from the Completion Date and during the tenure of the Shareholders’ Agreement, hold not less than 27.0% of our issued and paid-up share capital, save and except where the failure to maintain such minimum shareholding is due solely to dilution arising from: (aa) the issuance of EWI Shares and/or conversion of the Warrants and/or other convertible securities other than conversion of the Warrants by GuocoLand, GLL EWI, Hong Leong Company (Malaysia) Berhad or its direct or indirect subsidiary (as defined under the Act) (collectively referred to as “GuocoLand Group Companies” and individually, “GuocoLand Group Company”), and such dilution does not persist for a consecutive period of more than six months: or (bb) the conversion of the Warrants by GuocoLand, GLL EWI or the GuocoLand Group Companies, and such dilution does not persist for a consecutive period of more than 12 months. In addition, EW Berhad must hold 100% of the issued and paid-up share capital of EW Capital (“EW Capital Shares”). Save as allowed under the Shareholders’ Agreement, EW Berhad (or EW Capital) shall not, without the prior written consent of GuocoLand, sell, dispose or transfer (1) any of the EWI Shares held by them representing 27.0% of the issued and paid-up share capital of our Company, or any of the EW Capital Shares during the tenure of the Shareholders’ Agreement; and (2) any of the new EWI Shares issued arising from the exercise of the Warrants (“Warrant Shares”) owned by them during the period of six months from the date of Listing. (b) Minimum shareholdings in EW Berhad by Tan Sri Liew Tan Sri Liew shall ensure at all times during the’ tenure of the Shareholders’ Agreement, that Tan Sri Liew, Liew Tian Xiong and EW Holdings (collectively, the “Expanded Group”) shall hold, in aggregate, not less than 30.0% of the issued and paid-up share capital of EW Berhad. In addition, Tan Sri Liew and/or Liew Tian Xiong’s direct shareholdings in EW Berhad shall, in aggregate, not be less than 17.0% during the tenure of the Shareholders’ Agreement. If there is a change in the direct shareholders of EW Holdings to persons other than Tan Sri Liew and Liew Tian Xiong, the Expanded Group (without EW Holdings) shall thereafter during the tenure of the Shareholders’ Agreement hold, in aggregate, not less than 30.0% of the issued and paid-up share capital of EW Berhad. Save as allowed under the Shareholders’ Agreement, Tan Sri Liew shall ensure that the Expanded Group shall not, without the prior written consent of GuocoLand sell, dispose or transfer the aggregate 30.0% of the issued and paid-up share capital of EW Berhad held by them, including 17.0% of the issued and paid-up share capital of EW Berhad held directly by Tan Sri Liew and/or Liew Tian Xiong during the tenure of the Shareholders’ Agreement. 145 I Company No. 1059850-A I 7. BUSINESS OVERVIEW (Cont’d) (c) Summary of minimum shareholdings and lock-up arrangements Minimum shareholdings in our Minimum shareholdings in EW Company Capital EW Berhad Not less than 27.0% of our issued Not less than 100.0% of the and paid-up share capital issued and paid-up share capital throughout the tenure of the of EW Capital throughout the Shareholders’ Agreement tenure of the Shareholders’ Agreement Expanded Group N/A N/A Minimum shareholdings in EW Berhad N/A (a) Not less than 30.0% of the issued and paid-up share capital of EW Berhad; and
(b) Tan Sri Liew and/or Liew Tian Xiong’s direct shareholdings shall not be less than 17% of the issued and paid-up share capital of EW Berhad,

throughout the tenure of the Shareholders’ Agreement Lock-up on arrangements Prior consent from GuocoLand for any disposal of: (a) EWI Shares below the minimum shareholdings throughout the tenure of the Shareholders’ Agreement;
(b) EW Capital shares below the minimum shareholdings throughout the tenure of the Shareholders’ Agreement; or
(c) the Warrants Shares within six months from date of the Listing.

Prior consent from GuocoLand for any disposal of shares in EW Berhad below the minimum shareholdings throughout the tenure of the Shareholders’ Agreement. There is no restriction from selling, disposing or transferring any of our Warrants held by EW Berhad (or EW Capital). 146 7. BUSINESS OVERVIEW (Cont’d) (iv) Lock-up on Tan Sri Liew and GuocoLand (a) Lock-up on Tan Sri Liew Save as allowed under the Shareholders’ Agreement, Tan Sri Liew shall not, without the prior written consent of GuocoLand sell, dispose or transfer any of our Company’s Shares held by him as at the date of the Admission and any Shares issued to him arising from the exercise of the Warrants during the 12 months period from the date of Listing. Tan Sri Liew shall not, after 12 months from the date of Listing, dispose any of our Company’s Shares held by him save with the prior written consent of GuocoLand if such disposal would result in any party, and/or such party’s group of companies or persons connected (as defined in the Listing Requirements), holding or having an interest of 5.0% or more in the issued and paid-up share capital of EWI. (b) Lock-up on GuocoLand Save as allowed under the Shareholders’ Agreement, GuocoLand (or GLL EWI) shall not, without the prior written consent of EW Berhad sell, dispose or transfer (1) any of our Shares held by it as at the date of Admission and any of the shares in the issued and paid-up share capital of GLL EWI during the 12 month period from the date of Listing; and (2) any Shares issued to it arising from the exercise of the Warrants during the 6 months period from the date of Listing. Notwithstanding the above, GuocoLand may: (aa) dispose the shares in the issued and paid-up share capital of GLL EWI held by it; and (bb) dispose any of our Shares and Warrants held by it as well as any Shares issued to it (or GLL EWI) arising from the exercise of the Warrants, to a corporation within the GuocoLand Group Companies, provided always that if GuocoLand disposes all but not some of the shares in the issued and paid-up share capital of GLL EWI or all of our Shares held by it to a GuocoLand Group Company, all the rights and obligations under the Shareholders’ Agreement shall be novated to the relevant GuocoLand Group Company and the said relevant GuocoLand Group Company shall become a party to the Shareholders’ Agreement in place of GuocoLand. 7.  BUSINESS OVERVIEW (Cont’d)  (c)  Summary of lock-up arrange ments  EWI Shares  GLLEWI shares  EWI Warrants  Warrant Shares
Tan Sri Liew Prior consent from N/A No lock-up Prior consent GuocoLand required for from any disposal: GUQcoLand required for any disposal within(aJ within 12 months 12 months fromfrom the date of the date ofListing for our ListingShares held by Tan Sri Liew; and, (b) after 12 months from the date of Listing, if the disposal results in any party having 5.0% or more interest in EWI
GuocoLand Prior consent from EoN Berhad for any No lock-up Prior consent disposal within 12 months from the date from EW of Listing Berhad for any disposal within 6 months from the date of Listing (v) Nomination of Directors to the Board and our subsidiaries or joint ventures EW Berhad and GuocoLand have agreed for the following existing six Directors to remain as directors of our Board on our Listing: Name Position Tan Sri Azlan bin Mohd Zainol  Chairman/Senior Executive Director  independent  Non­ Tan Sri Liew  Executive Vice Chairman  Data’ Teow  Executive Director/President and CEO  Data’ Seri Ahmad Mohammad Raslan  Johan  bin  Independent Non-Executive Director  Data’ Siow Kim Lun @ Siow Kim  Lin  Independent Non-Executive Director  Cheah Tek Kuang  Independent Non-Executive Director
EW Berhad and Tan Sri Liew collectively shall be entitled to nominate up to three Directors to the Board, and Tan Sri Liew shall be one of the nominated Directors in view that he is also currently a Non-Independent Non-Executive Chairman of EW Berhad. if Tan Sri Liew ceases to hold any of our Shares, EW Berhad shall be entitled to nominate three Directors to the Board. GuocoLand shall be entitled to nominate up to three Directors to the Board. The Parties shall give eftect to the above appointments of Directors nominated by the other Parties and will consult and mutually agree with each other with regards to the identity of any person proposed to be appointed to our Board. This arrangement will take effect on the Completion Date and shall remain in force until the termination of the Shareholders’ Agreement or otherwise mutually agreed by the Parties in writing. 148 7. BUSINESS OVERVIEW (Cont’d) As at LPD, EW Berhad and GuocoLand have not deliberated on whether its nominees will be executive or non-executive Directors. However, EW Berhad and GuocoLand took note that Tan Sri Liew is currently the Non-Independent Executive Vice Chairman of EW Berhad. Likewise, the Parties have not deliberated on the process for appointment of the chairman to our Board. EW Berhad and GuocoLand have however taken note of Tan Sri Azlan bin Mohd Zainol, who is the current Chairman/Senior Independent Non-Executive Director, and have agreed for him to remain as the chairman of our Board on the date of Listing. Each of EW Berhad and GuocoLand shall be entitled to appoint at least one Director from among the Directors of the Board nominated by EW Berhad and GuocoLand respectively, to the Board of each subsidiary or joint venture of EWI undertaking development projects (“Development Company”), each major subsidiary and each major joint venture of EWI. The appointment of more than one Director by either or both of EW Berhad and GuocoLand on the existing or future Development Companies, major subsidiaries or major joint ventures of EWI will depend on such company’s board size and composition. Unless otherwise agreed to by EW Berhad and GuocoLand, all persons appointed to the board of the Development Companies, our major subsidiaries or joint venture companies by EW Berhad and GuocoLand (if any) shall be non­executive Directors and shall be from amongst the Directors to our Board nominated by EW Berhad and GuocoLand respectively. (vi) Appointment of CEO and CFO of our Company Tan Sri Liew, EW Berhad and GuocoLand have mutually agreed to the individuals currently appointed as the CEO and CFO of EWI, namely Dato’ Teow Leong Seng and Melissa Tan Swee Peng, respectively. If the person occupying the position of CEO or CFO ceases to be acceptable to either EW Berhad or GuocoLand, that party may require the removal of that person and all parties to the Shareholders’ Agreement shall give effect to such requirement. The parties to the Shareholders’ Agreement shall also give effect to the appointment of a replacement that is mutually agreed by them. (vii) Reserve matters The parties to the Shareholders’ Agreement agree that in relation to the reserved matters (which include, amongst other things, approval of any business plan and any budget of our Group, entry into any investment or project, merger, acquisition and joint venture or partnership or similar arrangement by our Group, declaration or payment of any dividends or other contribution by our Company and appointment of development managers by any company within our Group in respect of future developments or projects), they will conduct themselves in the following manner: (a) they will discuss the matter under consideration and come to a consensus in respect of the decision or approval; and
(b) if any party rejects the matter, the other parties will not approve the said matter and shall undertake with each other that matters not agreed or approved will not be implemented.

7. BUSINESS OVERVIEW (Cont’d) (viii) Territorial restrictions Save as allowed under the Shareholders’ Agreement, Tan Sri Liew shall not and shall procure that, no member of the Tan Sri Liew Connected Group (as defined herein) shall invest in, participate, undertake, carryon, be engaged in, be economically interested in, have an interest in or provide technical or financial assistance to, any development or project involving any land, property or site in any country outside of Malaysia except through our Company (“Territorial Undertaking”). Tan Sri Liew shall use his best endeavours to procure that EW Holdings and its subsidiaries and related corporations (as defined in the Act) comply with the Territorial Undertaking. “Tan Sri Liew Connected Group” shall mean Tan Sri Liew, his spouse and Liew Tian Xiong, and companies, partnerships or any other bodies corporates controlled by any of them or any trusts under which any of them is a beneficiary. In the case of Liew Tian Xiong, the Territorial Undertaking will end six months after he ceases: (a) to be a substantial shareholder of EW Berhad and our Company; or
(b) (b) to occupy an executive position or directorship with any company within the EW Berhad Group, or any Joint ventures of EW Berhad, or our Group,

whichever is later. EW Berhad shall, and shall procure that its related corporations (as defined in the Act but excluding Tan Sri Liew, any member of Tan Sri Liew Connected Group and EW Holdings) (together with EW Berhad, referred to as “EW Berhad Group Companies”) will comply with the Territorial Undertaking. The parties agree that our Group shall not invest in, participate, undertake, carry on, be engaged in, be economically interested in, have an interest in or provide technical or financial assistance to, any development or project involving any land, property or site in Malaysia, save and except for any technical assistance provided under the Collaboration Agreement. GuocoLand agrees that if any proposed property development project is rejected by our Board and the GuocoLand-nominated Directors have voted to reject the said project, GuocoLand will not undertake the said project in the next 12 months from the date of our Board’s decision. (ix) Priority right The parties to the Shareholders’ Agreement agree that if: (a) EWI undertakes or pursues any investment or development in or upon any land, property or site in China, Singapore and/or the United Kingdom; and
(b) EWI wishes to invite a partner for the project, whether the participation is by way of equity, financial or technical assistance or otherwise,

Tan Sri Liew and EW Berhad shall exercise and cause their nominee Directors to exercise their respective voting rights to the effect that EWI shall give GuocoLand priority to be its partner for the project. 7. BUSINESS OVERVIEW (Cont’d) Where our Company is presented with any future opportunities or investments in property development, particularly in Singapore, China and the United Kingdom, we may seek to co-invest alongside GuocoLand by pooling our resources for acquisitions and/or joint developments. GuocoLand, which is a member of the Hong Leong group, has significant international property development experience and financial strength, making them the ideal partner to work with to extend our development footprint without straining the financial resources of our Group. (x) Default events The occurrence of any of the following events shall be deemed as a “Default Event”: (a) in the case of EW Berhad: (aa) if the shareholding held by EW Berhad (or EW Capital) in EWI falls below the minimum shareholding set out in Section 7.10.3(iii)(a) above, save and except where the failure to maintain the minimum shareholding is due solely to dilution arising from: (1) the issuance of EWI Shares and/or conversion of the Warrants and/or other convertible securities other than conversion of the Warrants by GuocoLand, GLL EWI or the GuocoLand Group Companies, and such dilution does not persist for a consecutive period of more than six months; or
(2) the conversion of the Warrants by GuocoLand, GLL EWI or the GuocoLand Group Companies, and such dilution does not persist for a consecutive period of more than 12 months; or

(bb) if EW Capital ceases to be a wholly-owned sUbsidiary of EW Berhad; (b) in the case of Tan Sri Liew: (aa) if he disposes our Shares held by him as at the date of the Admission and any Shares issued to him arising from the exercise of the Warrants prior to the expiry of the 12-month period from the date of our Listing; (bb) if the shareholding held by the Expanded Group in EW Berhad falls below the minimum shareholding as set out in Section 7.10.3(iii)(b) above; (cc) if he disposes of our Shares owned by him in breach of the terms of the Shareholders’ Agreement; or (dd) if there is a breach of any representations and warranties given by Tan Sri Liew under the Shareholders’ Agreement; (c) in the case of GuocoLand, if it (or GLL EWI or the GuocoLand Group Companies) disposes any of our Shares held by GLL EWI or GuocoLand following from the GuocoLand Allocation; any of the shares in the issued and paid-up capital of GLL EWI; or any Shares issued to GLL EWI arising from the exercise of the Warrants in breach of Section 7.10.3(iv)(b) above;
(d) (d) if any of the parties to the Shareholders’ Agreement commits a material breach of its/his other obligations under the Shareholders’ Agreement and, where such breach is capable of remedy, such breach is not remedied within 20 business days of the occurrence of the material breach;

7. BUSINESS OVERVIEW (Cont’d) (e) if any insolvency event as set out in the Shareholders’ Agreement has occurred to any of the parties to the Shareholders’ Agreement; or
(f) if an event has occurred pursuant to which the financial institution, being the chargee or holder of a security interest over the Shares and/or the Warrants (which are subject to the minimum shareholding requirement or lock-up arrangement as set out in Sections 7.10.3(iii) and 7.10.3(iv) above) decided to exercise its rights, remedies and powers in respect of the Shares and/or the Warrants under the facility or loan agreement or security documents.

The Party not in breach (“Non-Defaulting Party”) may terminate the Shareholders’ Agreement and/or: (a) require the party in default or breach (“Defaulting Party”) to either: (aa) sell to the Non-Defaulting Party all or any of the Shares and the Warrants held by the Defaulting Party at: (1) in respect of the Shares, the lower of (a) 15% discount to the 5-day volume weighted average price (“VWAP”) of the Shares immediately preceding the date of service of the default notice; or (b) 15% discount to the consolidated net asset value (“NAV”) of EWI based on the latest pUblished results; and
(2) in respect of the Warrants, 15% discount to the 5-day VWAP of the Warrants immediately preceding the date of service of the default notice; or

(bb) purchase all or any of the Shares and the Warrants held by the Non-Defaulting Party at: (1) in respect of the Shares, the higher of (a) 15% premium over the 5-day VWAP of the Shares immediately preceding the date of service of the default notice; or (b) 15% premium over the consolidated NAY of EWI based on the latest published results; and
(2) in respect of the Warrants, 15% premium over the 5-day VWAP of the Warrants immediately preceding the date of service of the default notice; or

7. BUSINESS OVERVIEW (Cont’d) (b) claim damages. compensation or remedies. In the case of a Default Event, the right of each Party to terminate the Shareholders’ Agreement and/or pursue the above remedies is summarised in the table below: Defaulting Party EW Berhad Tan Sri Liew GuocoLand Right to terminate GuocoLand (as GuocoLand (as EW Berhad and the Shareholders’ against EW against Tan Sri Tan Sri Liew Agreement Berhad or both Liew or both EW EW Berhad and Berhad and Tan Tan Sri Liew) Sri Liew) Right to remedies: (a) sell the Shares GuocoLand GuocoLand EW Berhad or and the Tan Sri Liew (not Warrants held collectively)(1)
by the Non-Defaulting Party 10 the Defaulting Party at premium

(b) purchase the GuocoLand GuocoLand EW Berhad or Shares and the Tan Sri Liew (not Warrants held collectively)(1)

by the Defaulting Party at discount
(c) claim for GuocoLand GuocoLand EW Berhad and damages, Tan Sri Liew com pensation, or remedies available based on legal rights Note: (1) EW Berhad and Tan Sr; Uew will have to discuss in good faith to agree on whether or not to elect for and who should be pursuing the remedies. If the outcome of the discussion is for EW Berhad to sell/purchase our Securities, Tan Sri Liew will not be able to exercise his rights to self/purchase our Securities, and vice versa. (xi) Termination The Shareholders’ Agreement shall terminate by mutual consent of the parties to the Shareholders’ Agreement or upon the occurrence of any of the following: (a) the GuocoLand Share Subscription Agreement is not executed within four months after the execution of the Shareholders’ Agreement;
(b) the EW Berhad Share SUbscription Agreement and/or the GuocoLand Share Subscription Agreement is terminated prior to the Completion Date, in accordance with their respective terms thereof;
(c) the Completion Date does not occur within 70 calendar days from the date of execution of the GuocoLand Share Subscription Agreement;
(d) the Initial Public Offering is aborted;

153 7. BUSINESS OVERVIEW (Cont’d) (e) the Listing does not occur by 9:00 a.m. (Kuala Lumpur time) on the expiry of the five Market Days period from the Completion Date or such later date as may be agreed between the parties to the GuocoLand Share Subscription Agreement;
(f) when either of the EW Berhad Group Companies or GuocoLand Group Companies acquires majority (50% plus one) shareholding in the issued and paid-up share capital of EWI; or
(g) when the shareholding of GuocoLand Group Companies in the issued and paid-up share capital of EWI, in aggregate, falls below 200% save and except where the dilution arises from:

(aa) the issuance of Shares and/or conversion of the Warrants other than by Tan Sri Liew Connected Group, EW Berhad, EW Capital and EW Holdings, and/or other convertible securities, and such dilution does not persist for a consecutive period of more than six months; or (bb) the conversion of the Warrants by Tan Sri Liew Connected Group, EW Berhad, EW Capital, and/or EW Holdings, and such dilution does not persist for a consecutive period of more than 12 months. In light of the Shareholders’ Agreement, EW Berhad, Tan Sri Liew and GuocoLand will together be entitled to exercise or control the exercise of more than 50.0% of the voting shares in EWI following the completion of the IPO. Accordingly, the parties to the Shareholders’ Agreement will be deemed as persons acting in concert (as defined in Section 216(2) of the CMSA) following the IPO, for as long as the Shareholders’ Agreement subsists. (The rest of this page has been intentionally left blank) 7. BUSINESS OVERVIEW (Cont’d) 7.11 TYPES, SOURCES AND AVAILABILITY OF CONSTRUCTION MATERIALSIINPUT 7.11.1 Financia/ We are able to source required financing from various sources such as internally generated cash, borrowings from financial institutions and/or from the capital markets. 7.11.2 Non-financia/ As at the LPD, we had access to a land bank of about 14.19 acres. However, we constantly seek to acquire strategic land bank overseas that are in line with our development philosophy. We maintain a list of experienced contractors and professional consultants with good track records given their importance to our Group. 7.12 MAJOR CUSTOMERS AND PRINCIPAL MARKETS Our customers mainly comprise individual purchasers of residential property. We do not have any customers who have contributed 10.0% or more to our Company’s total revenue for the FPE 31 October 2014 and FYE 31 October 2015; and our Group’s total revenue for the FYE 31 October 2016. The units in our development projects in the United Kingdom have been primarily sold to customers in the United Kingdom, Malaysia, Hong Kong and China, and Singapore. As at the LPD, of the 2,186 private residential units launched from all our projects in the United Kingdom, we have confirmed sales of 1,370 units (of which 54% are from the United Kingdom, 17% are from Malaysia, 19% are from Hong Kong and China, 4% are from Singapore, 5% are from the Middle East and North Africa region and 1% are from Others). Savills has indicated in the IMR Report that the GBP has experienced increased volatility and significant devaluation against other currencies since the national referendum. For instance, between 23 June 2016 and end of 2016, the GBP lost about 7.0% of its value against the RM. Savills expects that the devaluation of the GBP will benefit foreign investors and we believe that our customers, of whom about 46% are from outside of the United Kingdom, will benefit from this as well. The units in our development project in Australia have been primarily sold to customers in Australia, Malaysia, Hong Kong and China, Indonesia and Singapore. As at the LPD, of the 398 units launched from our project in Australia, we have confirmed sales of 329 units (of which 49% are from Australia, 19% are from Malaysia, 22% are from Hong Kong and China, 8% are from Indonesia and 2% are from Singapore). 7.13 MAJOR SUPPLIERS/CONTRACTORS Our main suppliers primarily comprise the main contractors appointed to construct our property development projects and other professional consultants such as architects, sales and marketing agents and engineers to assist in our development operations. Our appointment of these contractors and/or consultants will vary from year to year, depending on the requirements of our projects in a particular year We select our contractors and/or consultants depending on the specific needs of a property development project, which include, amongst other things, the quality and pricing of the products or services supplied and the track record of the contractors and/or consultants. The percentage of total development costs that our contractors and/or consultants account for would depend on the stages of completion of our respective projects and the amount of costs incurred in that particular financial year. 7. BUSINESS OVERVIEW (Cont’d) Save as disclosed below, we did not incur any project costs payable to our contractors and/or consultants for the London City Island Phase 2, Embassy Gardens Phase 2, the Wardian London, and the West Village, Parramatta projects which accounted for 10% or more of total project costs incurred for the FPE 31 October 2014, FYE 31 October 2015 and FYE 31 October 2016. Name of contractor I Length of Type of consultant relationship service FPE 31 October 2014 FYE 31 October 2015 FYE 31 October 2016 As a  As a  As a  percentage  percentage  percentage  of total  of total  of total  project  project  project  costs  costs  costs  incurred  incurred  incurred  Years  RM (‘000)  (%)  RM (‘000)  (%j—‘–‘­ RM (‘000)  (%)
CBRE Ltd  Pty  2.5  Supervisory fees for the management of contractors  231  16.9  City of Parramalla Council  2.5  Council services for West Village, Parramatta project  382  28.0  Whistleglade Company(1)  1.5  Provision of project management services and safes and marketing for our projects in London  73,388  31.3  180,706  38.7  Wandsworlh London Borough Council  1.0  Council services Embassy Gardens Phase project  for 2  79,942  17.1  Note:  (1)  Whistle glade Company is a related party to our Company. For further details on the nature of the relationship, please see Section 12.1 of this Prospectus.  For the FPE 31 October 2014, we incurred RM612,849 for services rendered by the above­mentioned consultants to facilitate the launch of our West Village, Parramatta proJect, which accounted for more than 10% of the total project costs incurred by our Group.  For the FYE 31 October 2015, we incurred RM73,387,877 for services rendered by the above­mentioned contractors and/or consultants, relating to the launch and provision of development and marketing services for our three projects in London, which accounted for more than 10% of the total project costs incurred by our Group. We launched all three of our projects in London between May and October 2015 and only began to incur the bulk of our projects costs after FYE 31 October 2015.  156
7. BUSINESS OVERVIEW (Collt’d) For the FYE 31 October 2016, we incurred RM260,647,510 for services rendered by the above-mentioned contractors and/or consultants, relating to the provision of project development and construction management services as well as sales and marketing services for our three projects in London as well as contributions in respect of planning obligations to the Wandsworth London Borough Council pursuant to Section 106 Agreements (as defined in Section 7.27.1 (iv)(c) below), which accounted for more than 10% of the total project costs incurred by our Group. Our Group is not dependent on any single contractor or consultant as we can source alternative contractors and/or consultants, if required. We have implemented internal control procedures for the selection of our contractors and/or consultants to ensure they meet our criteria in terms of pricing, track record, financial strength, quality, efficiency, reliability and capacity. 7.14 QUALITY ASSURANCE PROCEDURES AND MANAGEMENT The quality of our development projects is an important factor contributing to our continued success. Hence, we place great emphasis on developing quality properties for our customers. In order to maintain our quality standards, we implement strict quality assurance procedures at various stages of our projects. These procedures include (i) the selection and appointment of experienced and reliable contractors and consultants through a robust selection process that will evaluate these potential contractors and consultants against our criteria such as track record, quality, pricing and timeliness; (ii) careful evaluation of architectural design concepts; (iii) close supervision of the construction progress and project timeline; (iv) frequent quality and safety checks carried out by our team of professional engineers and surveyors; and (v) stringent requirements on craftsmanship and Interior fittings. As part of our continuous efforts in ensuring quality products, careful selection of suitable, proven and good quality construction materials is also carried out. Rigorous controls are put in place during construction. Samples and test reports are submitted to us for approval prior to commencement of any physical construction work. Where required, installation of mock-ups are insisted upon and inspected by us before any full installation is allowed. Site inspections are regularly carried out to ensure that the expected level of quality is met. Representatives from our team of professional consultants and contractors also convene meetings on a regular basis to keep abreast of the progress of the project as well as to resolve any issues. We also keep abreast of the development of new and innovative construction materials that we can utilise in our property developments, which may be of higher aesthetic and performance quality. 7.15 INSURANCE There are currently no stipulated regulations under the United Kingdom and Australian laws and regulations which require a property developer to take up insurance in respect of its property developments which are applicable to us. We have, amongst other things, the following insurance policies for our ongoing property development projects: • the NHBC Buildmark cover for our United Kingdom projects;
• building and property insurance against fire;
• pUblic liability insurance;
• third party liability insurance; and
• contractors’ all risk insurance.

7. BUSINESS OVERVIEW (Cont’d) In addition, we require our appointed contractors to be sufficiently covered by the necessary insurance during the construction phase of our projects. In terms of the NHBC Buildmark cover for our United Kingdom property development projects, we will review our sales report on a quarterly basis to determine the number of units pre-sold for the respective blocks of our existing United Kingdom property development proJects. Following such review, we will register the pre-sold units for NHBC Buildmark cover by paying an upfront premium. Once these units have been registered, an amount equivalent to the lower of 10.0% of the purchase consideration or GBP100,000 per unit out of the amounts received from the purchaser will be released to us and can be used to fund the development costs of our property development projects, including funding the payment of insurance premiums for future insurance cover of deposits paid in connection with the sale of additional units in the project. Based on our experience in the industry, we believe that we have sufficient insurance coverage and will conduct periodic reviews to ensure sufficiency of insurance coverage. 7.16 COMPETITION We face competition posed by existing property developers as well as the emergence of new players in the property development industry. As such, we may have to compete with them in acquiring land sites for development. Some of these property developers, including overseas publicly-listed developers and top-tier domestic property developers, are more established than us in respect of having greater brand recognition, financial, technical, marketing and other resources. As such, they may be able to operate more successfully than us. Nevertheless, we believe that the property development business is a capital intensive business which presents substantive barriers to entry. The principal competitive factors affecting the property development industry include the location of the developments, the price, quality, workmanship and variety of designs of the properties developed, the developer’s experience, track record, and its ability to come up with effective sales and marketing strategies, build a strong brand and the ability to provide the requisite services sought by customers whether before or after-sales. For further details on the barriers to entry and competition, please refer to Section 8 of this Prospectus. 7.17 SEASONALITY Generally, our property development business is not subject to any seasonality in the markets in which we have chosen to operate. 7.18 RESEARCH AND DEVELOPMENT Our principal activities are focused on property development, and hence, scientific/technical research and development is not relevant to our operations. However, we do conduct extensive market research prior to site selection as outlined in Section 7.8 of this Prospectus. Further, in order to remain competitive, we strive to continuously improve our product designs and the quality of the properties we are developing by keeping abreast of market trends and conditions, as well as new development designs and materials which may become available from time to time. 7.19 TECHNOLOGY USED As our principal business activities are in property development, scientific technology is not directly relevant to our business. 7. BUSINESS OVERVIEW (Cont’d) 7.20 INTELLECTUAL PROPERTIES As at the LPD, our Group does not have any licences, patents, trademarks, brand names, technical assistance agreements, franchises and other intellectual property rights, save as disclosed below. In line with the terms of the Brand Licensing Agreement, our Company has been granted the non-exclusive, worldwide, royalty-free licence to use the “ECOWORLD” and “CREATI NG TOMORROW & BEYOND” marks including logos, brands and other features associated therewith by EW Berhad (the “Licensor”) at a licence fee of RM10.00 for the following services (including the marketing thereof) (“Services”): (i) real estate and property development, construction and maintenance;
(ii) real estate affairs, management and investment;

(iii) advertising, marketing and promotional services relating to real property; and (iv) provision of facilities and recreational areas. At the request of our Company, the Licensor has agreed to assist us to register the “ECOWORLD” and “CREATING TOMORROW & BEYOND” marks in respect of the goods or services relating to the Services in countries other than Malaysia in which event, our Company shall grant to the Licensor the licence to use the marks in such countries in similar terms to the Brand Licensing Agreement. The Licensor undertakes not to cancel the entry of our Company as registered user of the marks unless and until the Brand Licensing Agreement is terminated. Under the Brand Licensing Agreement: (i) our Company shall not challenge or dispute the rights of the Licensor over the “ECOWORLD” and “CREATING TOMORROW & BEYOND” marks including logos, brands and other features associated therewith in any manner whatsoever;
(ii) our Company shall not do, or omit to do, or permit to be done, any act that will or may damage or be detrimental to the “ECOWORLD” and “CREATING TOMORROW & BEYOND” marks including logos, brands and other features associated therewith or the reputation associated with such marks, or may invalidate or jeopardise any registration of such marks; and

(iii) our Company shall not apply for, or obtain, registration of the “ECOWORLD” and “CREATING TOMORROW & BEYOND” marks including logos, brands and other features associated therewith for any goods or services other than those related to the Services in any country. The Brand Licensing Agreement shall continue to subsist indefinitely unless terminated by the Licensor: (i) if our Company misuses any of the marks or do any act which damages the reputation associated with any of the marks, or contest the validity or ownership thereof;
(ii) if our Company purports to assign any of the rights or licences granted to us in contravention of the terms of the Brand Licensing Agreement;

(iii) if our Company fails to obtain any prior approval or consent which is required from the Licensor in accordance with the requirements of the Brand Licensing Agreement; and/or (iv) if our Company otherwise neglects or fails to perform or observe any of the provisions of the Brand Licensing Agreement or commits any breach of its obligations thereunder (which breach if remediable, is not remedied to the satisfaction of the Licensor within 30 days of notice in writing to our Company requesting its remedy). 7. BUSINESS OVERVIEW (Cont’d) The Brand Licensing Agreement is governed by the laws of Malaysia, and each party to the Brand Licensing Agreement agrees to submit to the non-exclusive jurisdiction of the Malaysian courts. For further details of the marks, please refer to Annexure C of this Prospectus. 7.21 MAJOR LICENCES, PERMITS AND APPROVALS We have obtained all material licences, permits and regulatory approvals required to conduct our business activities. Please see Annexure B of this Prospectus for further details of the major licences, permits and approvals held by our Group together with the material conditions attached and the status of compliance as at the LPD. 7.22 HIGHLY DEPENDENT CONTRACTS As at the LPD, save as disclosed below, there are no material agreements or contracts (including informal arrangements or understandings), which have been entered into by our Group and which our Group is highly dependent upon: 7.22.1 Brand Licensing Agreement For further details of the terms of the Brand Licensing Agreement, please refer to Section 7.20 of this Prospectus. 7.22.2 EW-Ballymore Shareholders’ Agreement (/) General EW ACE, AIHL and EW-Ballymore Holding on 30 April 2015 entered into a shareholders’ agreement (“EW-Ballymore Shareholders’ Agreement”) which governs the rights and obligations of EW ACE and AIHL as shareholders of EW­Ballymore Holding. EW ACE owns a 750% equity interest while AIHL owns the remaining 25.0% equity interest in EW-Ballymore Holding. The parties to the EW-Ballymore Shareholders’ Agreement agreed that EW­Ballymore Holding Group shall engage in the business of development and to undertake activities in relation to the financing, development and the sale or letting of the following properties (including to finance and contract for the development of the properties) and to undertake all activities ancillary thereto: (a) London City Island Phase 2;
(b) Embassy Gardens Phase 2; and
(c) Wardian London; (collectively, “Properties” and each of them “Property”).

 

7. BUSINESS OVERVIEW (Cont’d) (ii) Shareholder Funding Commitments The shareholders of EW-Ballymore Holding are committed to provide advances to EW-Ballymore Holding (“Loan Commitment”) and to subscribe for shares in EW-Ballymore Holding (“Share Subscription”) at a Share Subscription to Loan Commitment ratio of 0.01%: 99.99% (the Loan Commitment and the Share Subscription are collectively known as “Commitments”). The total Commitments of the shareholders (pro rata to their respective percentage interest) under the EW-Ballymore Shareholders’ Agreement is GBP440 million, of which a total of GBP242.27 million has been drawn as at 31 December 2016. The balance of GBP197.73 million (“Undrawn Commitments”) may be called at such time or times as the board of EW-Ballymore Holding (subject to the agreed business plan) may require for the purpose of making additional funds in connection with the development of the Properties, meeting working capital requirements, repaying indebtedness and meeting other obligations of the EW­Ballymore Holding Group. Unless otherwise agreed between the shareholders or provided in the EW­Ballymore Shareholders’ Agreement, EW-Ballymore Holding cannot require the shareholders to provide funds in excess of their respective Commitments. Notwithstanding the foregoing, if further funding is required by EW-Ballymore Holding and either shareholder is willing to provide such additional funding, then that shareholder may do so by way of a loan to EW-Ballymore Holding, which will accrue interest at the rate of 15% per annum, in the case of an emergency funding event (as determined in accordance with the terms of the EW-Ballymore Shareholders’ Agreement), or at the rate of 12% per annum in any other case where such funding is in excess of that shareholder’s Commitment. It is also agreed that if the EW-Ballymore Holding Group has insufficient funds to make payment under certain facility agreements in respect of which the lenders are entitled to make a valid claim on the guarantees that are given under the terms of such facility agreements (“Claim”): (a) EW-Ballymore Holding shall first fund the Claim by drawing down on EW ACE and AIHL’s respective portion of Undrawn Commitments;
(b) If the Undrawn Commitments are insufficient to satisfy the Claim, the shareholders shall increase the Commitments to an amount equal to the balance of the Claim, but in any event such increase is notionally capped at an amount agreed upon by the shareholders in the EW-Ballymore Shareholders’ Agreement (“Increased Commitments”); and
(c) If funding in excess of the Increased Commitments is required to satisfy the Claim, AIHL shall have the right but not obligation to fund pro-rata its percentage interest of such additional funding and where AIHL does not fund any amount in excess of its portion of the Increased Commitments, then EW ACE shall fund (in addition to its percentage interest of such additional funding) any shortfall arising therefrom, in which event AIHL’s percentage interest in EW-Ballymore Holding will be diluted accordingly. Conversely, if EW ACE does not fund pro-rata its percentage interest of such additional funding and AIHL agrees to fund any shortfall arising therefrom, then EW ACE’s percentage interest in EW Ballymore Holding will be diluted accordingly.

7. BUSINESS OVERVIEW (Cont’d) (iii) Matters Requiring Unanimous Approval and Deadlock Procedures The EW-Ballymore Shareholders’ Agreement also provides deadlock procedures to be complied with in the event a reserved matter is not unanimously agreed by the directors or shareholders of EW-Ballymore Holding, as the case may be. Upon a deadlock occurring, the shareholders of EW­Ballymore Holding shall procure that their senior representatives shall use all reasonable endeavours to resolve the dispute amicably. In the event a dispute is not resolved and provided the matter in dispute is not one of the super reserved matters (as set out in the EW-Ballymore Shareholders’ Agreement), the status quo shall prevail and the matter in dispute shall not be implemented. In the event the matter in dispute relates to one of the super reserved matters (as set out in the EW-Ballymore Shareholders’ Agreement), a deadlock buyout procedure will be implemented, and the shareholder who offers a higher price per share to acquire the interest of the other shareholder shall complete the purchase (provided that the offer price shall be equal to or higher than the appraised price determined by experts appointed by EW-Ballymore Holding as part of the deadlock procedure). If no shareholder offers to acquire the interest of the other shareholder or the offer price is lower than the appraised price determined by the experts, EW­Ballymore Holding and its shareholders shall carry out the procedures necessary for sale or winding-up of the EW-Ballymore Holding Group. The super reserved matters are as follows: (a) any amendments or modifications to a business plan which could result in a 10% increase in total costs or 10% decrease in total revenues under a business plan, prior to such prospective amendment or modification, or the adoption of a new business plan;
(b) any decision regarding the construction procurement methodology and the price of the main building contract at a property;
(c) any decision that requires further shareholder funding in excess of the approved business plan and the Commitments in order to complete the development of the Properties; and
(d) entering into any binding agreement or commitment to do any of the above matters.
Upon occurrence of the events of default set out in the EW-Ballymore Shareholders’ Agreement and if it is capable of remedy by the defaulting shareholder but has not been remedied within the timeframe set out in the EW­Ballymore Shareholders’ Agreement, the non-defaulting shareholder may elect:
(a) to acquire the defaulting shareholder’s interest in EW-Ballymore Holding for an amount equal to 90% of the market value of the defaulting shareholder’s interest in EW-Ballymore Holding as determined by experts; or
(b) to require the defaulting shareholder to acquire the non-defaulting shareholder’s interest in EW-Ballymore Holding for an amount equal to 110% of the market value of the non-defaulting shareholder’s interest in EW-Ballymore Holding as determined by experts;

(collectively “EoD Options”). 162 7. BUSINESS OVERVIEW (Cont’d) Without prejudice to rights under the EoD Options, the shareholders shall use reasonable endeavours to resolve an event of default. If an event of default is not resolved amicably or any of the EoD Options is not proceeded with, the non-defaulting shareholder may require the winding-up of the EW-Ballymore Holding Group. On liquidation of the EW-Ballymore Holding Group, the non­defaulting shareholder shall be entitled to an amount equal to 110% of the proceeds and/or assets otherwise to be distributed in specie to them (calculated by reference to the percentage interest that it holds in EW­Ballymore Holding). The balance of the available distributions shall be payable to the defaulting shareholder (calculated by reference to the percentage interest that it holds in EW-Ballymore Holding). All amount payable shall be calculated after the satisfaction of any amounts due and payable to creditors. 7.23 INTERRUPTIONS IN BUSINESS DURING THE PAST 12 MONTHS There has not been any interruption in our business which had or may have a significant effect on our Group’s operations during the past 12 months preceding the date of this Prospectus. 7.24 CORPORATE SOCIAL RESPONSIBILITY We believe in being a responsible corporate citizen and seek to improve the lives of the poor and underprivileged through active philanthropy and to enrich the communities that we are a part of through the promotion of arts and culture. In Malaysia, we will be supporting the EcoWorld Foundation which was established in May 2014 by EW Berhad to undertake humanitarian projects in areas of education and literacy, health and well-being, poverty and disaster relief; regardless of race, religion and ethnicity. The EcoWorld Foundation seeks to help disadvantaged Malaysians to improve their quality of life by promoting education as the key to break the cycle of poverty. Through its Eco World Students Aid Programme (“SAP”), the EcoWorld Foundation provides financial assistance and educational support to about 3,000 underprivileged primary and secondary students. As part of the SAP, the EcoWorld Foundation frequently engages with students and parents with the aim of assisting the needy children of all races in school to achieve their full academic potential. Apart from championing education, the EcoWorld Foundation also contributes to needy Malaysians by providing financial donations and aiding less fortunate communities towards the betterment of their health and living conditions. To assist the EcoWorld Foundation in carrying out its charitable works, the EcoWorld Volunteers Club was established which to date has over 350 volunteers comprising employees of EW Berhad Group. Our employees in Malaysia are also encouraged to sign up to support the EcoWorld Foundation’s noble cause. In the United Kingdom, EW-Ballymore Holding recently announced a partnership with the English National Ballet to work with them to create a new purpose-built centre that combines a unique production space with state-of-the-art training facilities, teaching and rehearsal studios. We, together with our joint venture partner, Ballymore, have committed to delivering the shell and core of the building, whilst the English National Ballet and English National Ballet School will jointly fundraise for the costs of fitting out the facility. This significant investment by EW-Ballymore Holding will strengthen the internationally­renowned ballet company’s ability to create new work and to rehearse, as well as to allow its talent development and creative learning plans to flourish. The move will also open up new opportunities for artistic collaborations and further enhance East London’s growing status as an important cultural centre. 7. BUSINESS OVERVIEW (Cont’d) 7.25 ENVIRONMENTAL, HEALTH AND SAFETY-RELATED MATTERS As at the LPD, our Group has not experienced any regulatory requirement or environmental issue which may materially affect our Group’s operations and utilisation of assets. Please see, however, Sections 5.1.25 and 5.2.5 of this Prospectus for our risks relating to environmental, health and safety-related matters. Our operations are subject to regulatory requirements and potential liabilities arising under applicable environmental, health and safety-related laws and regulations in the United Kingdom and Australia in which we operate. We believe that we are in compliance in all material respects with all applicable environmental, health and safety-related laws and regulations in the United Kingdom and Australia. To date, no material environmental, health and safety-related incidents involVing our Group has occurred. Our commitment is to develop high quality residential-led, mixed-use developments in mature markets with growth potential and favourable macroeconomic conditions. We strive for excellence in all aspects of our operations. This is premised on the need to strike a balance between our business objectives, the environment and a healthy and safe work culture. We constantly promote a safe and healthy work culture for a more conducive working environment and place great importance on environmental conservation. 7.26 EMPLOYEES As at the LPD, our Group has a total of 52 employees. Our Group has not encountered any major problems with staff turnover and there has been no labour and/or industrial dispute taken against our Group. No employees for our Group are members of any trade union. The table below sets out the number of employees segmented by business function as at the dates indicated: As at 31 October 2014 As at 31 October 2015 As at 31 October 2016 As at LPD Proportion Proportion Proportion Proportion of total of total of total of total no. of no. of no. of no. of employees employees employees employeesNo. of No. of No. of No. of Function employees (‘Yo) employees (%) employees (%) employees (%) Management and professionals 33.3 3 14.3 20 40.0 20 38.5 Finance 4.8 8 16.0 8 15.4 Sales and marketing 2 66.7 11 52.3 7 14.0 7 13.4 Business development 4.8 36.0 4 7.7 Technical 4.8 20 1.9 Clerical and administrative 4 19.0 11 22.0 12 23.1 3 100.0 21 100.0 50 100.0 52 100.0Total –­7. BUSINESS OVERVIEW (Cont’d) The table below sets out the number of employees segmented by geographical location as at the dates indicated: As at 31 October 2014  As at 31 October 2015  As at 31 October 2016  As at LPD  Proportion  Proportion  Proportion  Proportion  of total  of total  of total  of total  no. of  no. of  no. of  no. of  Geographical No. of  employees  No. of  employees  No. of  employees  No.of  employees  location  employees  (%)  employees  (%)  employees  (%) employees  (%)  Malaysia  12  57.1  38  76.0  39  75.0  United  Kingdom  4  19.0  6  12.0  6  11.5  Australia  3  100.0  5  23.9  6  12.0  7  13.5  Total  3  100.0  21  100.0  50  100.0  52  100.0
We do not have contract workers. Our number of employees increased from three as at 31 October 2014 to 21 as at 31 October 2015 as a result of us launching our West Village, Parramatta project and the completion of the acquisition of our three projects in London in April/May 2015. Our number of employees further increased to 50 as at 31 October 2016 as we recruited new employees relating to the finance, internal audit, legal, investor relations and corporate functions. We regard our employees as crucial assets to our organisation and place great emphasis on the cultivation of their skills as a means for us to remain competitive in the industry. Our training plans consist of on-the-job training and external training (through programmes organised by external parties such as the JLL Central London Development Seminar organised by JLL and the Development Feasibility Certification organised by Estate Master Pty Ltd). 7.27 REGULATIONS ON THE PROPERTY DEVELOPMENT INDUSTRY The regulations and policies set out below are not exhaustive and are only intended to provide general information to the investors. The summary is neither designed nor intended to be a substitute for independent professional advice, and prospective investors should consult their own advisers regarding the implications of the United Kingdom and Australian laws and regulations on our Group and our activities. 7.27.1 United Kingdom A property developer in the United Kingdom must consider various laws and regulations in relation to its development projects. These may require the developer to obtain certain permissions or comply with certain minimum standards. (i) The Construction (Designs and Management! Regulations 2015 (“COM 2015”) The COM 2015 came into force on 6 April 2015 repiacing the COM 2007. They affect all construction and engineering projects, property development and construction for domestic property. There is no exclusion for small projects. The COM 2015 imposes responsibilities on various duty holders in the construction process, beginning with the ‘client’. The client is the organisation for which the construction project is carried out. Their principle responsibility is to “ensure that construction work is carried out as far as reasonably practicable without risk to the health and safety of any person affected by the project”. It is an ongoing obligation requiring the client to review and maintain the necessary arrangements throughout the lifetime of the project. The client 165 7. BUSINESS OVERVIEW (Cont’d) will appoint designers and contractors to progress the project who each have their own individual duties. Amongst other things, the client must: • make suitable arrangements for managing a project by appointing other duty holders and ensuring that sufficient time and resources are allocated to them;
• ensure that other duty holders are provided with relevant information and that they carry out their duties; and
• ensure that welfare facilities are provided for the well-being of workers.

Projects that are scheduled to last longer than 30 days and have more than 20 workers on site at any point of time must be notified to the Health and Safety Executive. Projects that involve construction work that is scheduled to exceed 500 person days (a ‘person day’ is a unit of measurement used especially in accountancy that is based on an ideal amount of work done by one person in one working day) must also be notified to the Health and Safety Executive. The client is accountable for their decisions on health, safety and welfare on the project and criminal sanctions are applicable for breach of the COM 2015 (through the Health and Safety at Work etc. Act 1974). (ii) Building Regulations 2010 CBR 2010″) The function of BR 2010 is to ensure the health and safety of people in and around buildings and provide a minimum standard when it comes to the construction and alteration of buildings. The regulations derive from two main statutory instruments: BR 2010 and Building (Approved Inspectors etc.) Regulations 2010 and are split into Parts A toQ: • Part A: structure;
• Part B: fire safety;
• Part C: site preparation and resistance of contaminants and moisture;
• Part 0: toxic substances;
• Part E: resistance to the passage of sound;
• Part F: ventilation;
• Part G: sanitation, hot water safety and water efficiency;
• Part H: drainage and waste disposal;
• (No Part I)
• Part J: combustion appliances and fuel storage system;
• Part K: protection from falling, collision and impact;
• Part L: conservation of fuel and power;
• Part M: access to and use of buildings;
• Part N: glazing -safety in relation to impact, opening and cleaning (this was repealed in 2013 and its content moved into Park K);
• (No Part 0)

166 7. BUSINESS OVERVIEW (Cont’d) • Part P electrical safety; and
• Part Q security (this was added in 2015).

They apply to all “building work” which includes, amongst other things, the following; • the erection or extension of a building;
• the material alteration of a building or controlled service or fitting; and
• work required where there is a material change of use.

The BR 2010 are supplemented by detailed technical guidance contained in the Approved Documents which are also labelled Part A to P. These explain how the regulations can be complied with and are taken into account when building work is assessed. Enforcement is carried out by the local authority building control service and methods include the service of an enforcement notice, an application for an injunction and prosecution in the Magistrates court. (iii) Housing Grants Construction and Regeneration Act 1996 CHGCR 1996″) The HGCR 1996 came into force in May 1998 and was substantially amended by the Local Democracy, Economic Development and Construction Act 2009. The purpose of the HGCR1996 is to enforce fair and prompt payment in construction contracts. Broadly, the HGCR1996; • increases the certainty of payment in construction contracts;
• introduces a fairer payment regime for contractors; and
• makes adjudication more accessible when disputes arise.

Provisions of the HGCR1996 contain; • the right to be paid in interim or stage payments;
• the right to be informed of the amount due or amounts to be withheld;
• the right to suspend performance for non-payment; and
• the right to adjudication.

The Scheme for Construction Contracts (England and Wales) Regulations 1998 applies when a construction contract does not comply with the HGCR1996. 7. BUSINESS OVERVIEW (Cont’d) (iv) Planning permission Planning permission is required for the “carrying out of any development on land” -Section 57(1) of the Town and Country Planning Act 1990 (“TePA”). This can be granted by the local authority, deemed by a development order or granted by the Secretary of State. Each local authority will have different policies when it comes to granting planning permission. Under the recently enacted Housing and Planning Act 2016 (see below), a framework of powers has been introduced for the creation of a new form of “Permission in Principle” (“PiP”). This concept creates a new route to obtaining planning permission for housing-led developments. A PiP granted by a general local planning authority development order (or in some cases by application to the local planning authority) will establish the principle for development on a specific site. A subsequent application for “technical details consent” would then be made to crystallise the planning permission for each individual development. Further clarification will be available once secondary legislation is issued and prepared. There are two different types of planning permission: outline planning permission and detailed/full planning permission. (a) Outline planning permission This is aimed at establishing whether the scale and nature of a proposed development is acceptable but certain matters will be reserved which require subsequent approval. Reserved matters can include: • access: to the land and how routes fit in to the surrounding access network;
• appearance;
• landscaping: the treatment of the land to enhance or protect the amenities of the site, i.e. tree planting;
• layout; and
• scale: the height, width and length of the building.

Once it has been obtained, approval of the reserved matters must be obtained before work can commence. Applications for the approval of the reserved matters must be made within three years of the date of the outline planning permission. Outline planning permission is not, however, a guarantee that detailed/full planning permission will be granted in the future. (b) Detailed/full planning permission This application will include all the necessary details to enable the development to proceed once the planning permission has been granted. Full planning permission will usually include a specific time period in which the development must be started. This is usually three years from the date of the permission in England and five years in Wales. 7. BUSINESS OVERVIEW (Cont’d) (c) Section 106 Agreements Section 106 agreements are private legal agreements between the local planning authorities and landowners (including any sUbsequent owner(s) of the property) during the development programme (“Section 106 Agreements”). They are drafted when it is considered that a development will have a significant impact on the local area that cannot be moderated by means of conditions attached to a planning permission They are attached to the planning permission to make acceptable a development which would otherwise be unacceptable in planning terms. They are used for the following purposes: • to prescribe the nature of the development: e.g. a requirement that a certain proportion of the housing is affordable (further details of the affordable housing scheme are detailed in item (vi) below);
• to compensate for any loss or damage that may be caused by the development;
• to mitigate the impact of a development: eg providing increased public transport; and
• to contribute to the public realm in making improvements to open spaces/providing community facilities.

The standard agreement requires the payment of a financial contribution to the council in exchange for the grant of planning permission. The land rather than the organisation who enters into the agreement is bound by the Section 106 Agreement and therefore, future owners of the land will need to consider their impact. The decisions of local planning authorities and the Secretary of State are subject to judicial review where the lawfulness of the decisions made by the local planning authority is challenged. Any such challenge must be made in writing within six weeks of the grant of the planning permission, which is usually dated on or just after the Section 106 Agreement with a landowner/developer (as the case may be) is completed. (d) Community Infrastructure Levy Accompanying the implementation of a planning permission is the payment of the Community Infrastructure Levy (introduced by the Planning Act 2008 and the Community Infrastructure Levy Regulations 2010) which is levied by local authorities in England and Wales to help deliver infrastructure to support any development of their area. Landowners are ultimately liable for the levy, but anyone involved in a development may take on the liability to pay Where a planning permission is phased, each phase of the development is treated as if it were a separate chargeable development for levy purposes. 7. BUSINESS OVERVIEW (Cont’d) (e) Environmental Impact Assessments (“EtA’) Sometimes an “environmental impact assessment” is required alongside a planning application. This is to enable the environmental impact of a development to be considered. The rules for when this is needed are set out in the Environmental Impact Regulations 2011, which owe their origin to a European Union (“EU”) directive. An EIA may be needed because of the size of a proposed development or because it is likely to have significant effects on the environment. Local authorities have to take into account the results of the EIA, where there is one, but it is only one element in decision making. The planning regime imposes a diverse range of considerations that need to be considered from the effects of artificial light, noise, storage of hazardous substances, the treatment of waste and the requirements of flooding on a scheme. Independent legislation applies in these areas monitored by the likes of the Environment Agency and local authorities (v) The Affordabfe Housing Scheme There are various different types of affordable housing in the United Kingdom. It comprises social rented housing, affordable rented housing and intermediate housing. These are provided to eligible households whose needs are not met by the market and eligibility is assessed according to local incomes and house prices. The Housing and Planning Act 2016 summarised below has widened the definition of affordable housing. Eligibility for affordable housing will vary depending on the local authority and type of affordable housing, but it is always based on household income thresholds. For example, in the London Borough of Ealing, you will only be eligible for social housing if your household income is under £60,000 per annum or capital assets are under £24,000. In the London Borough of Wandsworth, eligibility is based on household income not exceeding the household income threshold set by the Greater London Authority for their home ownership scheme (this is currently £75,000 per annum when renting or purchasing a one or two bedroom home and £85,000 per annum when renting or purchasing a property with three bedrooms or more). In the London Borough of Tower Hamlets, household income must not exceed £85,000 per annum. For shared-ownership schemes, the individual will be required to earn a minimum amount per annum (depending on the property they wish to purchase), but this figure cannot exceed a maximum sum. Some shared­ownership properties are available exclusively for key-workers (for example, people who work for the National Health Service. in public education, the police, the Ministry of Defence or fire-fighters). Other than this, an individual’s occupation is not considered. Social rented housing is owned by local planning authorities and private registered providers and rent targets are determined through the national rent regime. The Homes & Communities Agency (“Agency”) is responsible for regulating providers of affordable housing in the UK. Registered providers are those who are registered with the Agency as being providers of affordable housing. Private registered providers are those who are not linked to a public body. The Agency publishes a list of private registered providers every year. In order to become a registered provider, you must: • be an English body; 170 7. BUSINESS OVERVIEW (Cont’d) • provide or intend to provide affordable housing in England; and
• have met the registration criteria (these criteria are based on regulatory standards that registered providers must meet. They can include criteria on the applicant’s financial viability, constitution and managing arrangements).

Tenants of local authorities are likely to be ‘secure tenants’ This means that the tenant has a right to remain in the accommodation for the remainder of their lifetime unless there is a breach of the tenancy. They also have a right to buy the accommodation or exchange it with other social housing tenants (Right to Buy Scheme). Those who are local authority tenants are also entitled to a vote to transfer to another landlord. Tenants of housing associations in new developments will be ‘assured tenants’. This means that the tenant has a degree of security of tenure in the accommodation unless the landlord can convince the court that there are reasons to evict. For example, rent arrears, damage to the property or other breach of the agreement. Assured tenants do not have a right to buy the accommodation but could have a right to acquire after two years’ of living in the accommodation (Right to Acquire Scheme). The Right to Acquire Scheme is very similar to the Right to Buy Scheme but applies to housing association tenants as opposed to council tenants. The housing association landlord must opt into the scheme and the property must have been built or bought by the social landlord after April 1997. Affordable rented housing is let by local planning authorities or private registered providers of social housing to households eligible for social rented housing. Affordable rent requires the landlord to charge a rent of no more than 80% of the local market rent (including service charge where applicable). The rent is payable by the affordable housing tenant in the usual way. Intermediate housing comprises homes for sale and rent at a cost above social rent but below market levels. They can include shared equity schemes (shared ownership and equity loans), low cost homes for sale and intermediate rent (although not affordable rented housing). Shared ownership schemes are provided through housing associations. Those eligible to participate can buy a certain share in the property (between 25.0% and 75.0%) and pay rent on the remaining equity share. There are various types of shared ownership scheme, all of which require the applicant’s household income to be £60,000 a year or less (or £71,000 a year or less in London for a one or two bedroom property, or £85,000 a year or less in London for a three or more bedroom property). You must be a first time buyer and be a councilor housing association tenant. Special shared ownership schemes exist for people with disabilities and the older generation. Help to buy: eguity loans: the participant contributes at least 5% of the property price as a deposit and the government will provide them with a loan for up to 20% of the price. The rest of the property price is covered by a mortgage obtained by the occupier. The property purchase price cannot exceed £600,000. Help to buy mortaaae auarantees the government will provide a mortgage lender with a guarantee for the mortgage monies. This scheme gives home buyers the opportunity to purchase a home with just a 5% deposit provided that the purchase price of the property does not exceed £600,000. 7. BUSINESS OVERVIEW (Cont’d) Intermediate rent schemes allow the applicant to rent a property on a subsidised rent provided that they are committed to entering into an affordable home ownership scheme in the short to medium term (i.e up to five years). Rents are normally 20% lower than the market rent and the applicant should use this benefit in order to save for a deposit Those who currently own a property are not eligible and neither are those who receive housing benefits from the government Household income must be less than £60,000 per annum. Benefit of Affordable Housing The National Planning Policy Framework sets out overarching principles of sustainable development and local authorities will set their own targets relating to the amount of affordable housing required in that particUlar area and how this can be achieved. Percentage targets in new developments vary between 20% to as high as 40% so it is often of critical importance for a developer to consider affordable housing when planning a new project Failing to include affordable housing in a project is often a barrier to obtaining planning permission at all and as a result, rather than it being a benefit to a developer, the inclusion of affordable housing is often an essential part of any development For example, certain sites may only become available for development if there is a commitment to include a certain amount of affordable housing. It is sometimes possible to make a financial contribution towards affordable housing in lieu of supplying affordable housing units. The types of affordable housing to be included will not often be included in the planning consent itself, but in the Section 106 Agreement This is where there is some flexibility for the developer to negotiate the type of affordable housing that they wish to provide. Developers are also able to influence where the required affordable housing units will be situated in the development For example, they may wish to put all of the affordable housing units in the same place, or they may wish to spread them out (a) Affordable Housing through Section 106 Agreement Affordable housing can be imposed on property developers through the use of Section 106 Agreement Local planning authorities will require developers to commit to allocating a certain number of units or a certain percentage of the total units in the development to affordable housing as a condition of planning permission. In some instances, the developer is required to pay a contribution towards affordable housing although the scheme may not itself accommodate any. The arrangements vary from one local planning authority to the other. These agreements can be subject to a ‘viability review’. This is usually triggered if the development has not reached a certain level of completion by a certain date. Under the viability review, the developer will carry out a viability study which will be submitted to the local planning authority. The viability study will look at the current cost of building of the entire site as compared to the rate that the developer would yield from sale of all the marketed units. The local planning authority will then approve the affordable housing provision or will amend it in accordance with the prevailing viability of the development This can lead to an increase or a decrease in the quantity or percentage of affordable units required under the Section 106 Agreement. The reviewed provision then takes precedence over the original provision in the Section 106 Agreement. 172 7. BUSINESS OVERVIEW (Cont’d) (b)
(c)
(d)

The Affordable Homes Programme The Affordable Homes Programme 2015-2018 was introduced to increase the supply of new, affordable homes in England. The government has committed to invest GBP1.7 billion in affordable housing during this period. Property developers are able to submit a bid to the Agency to receive funding for their developments. In exchange, they will be required to increase the supply of new affordable housing. It is similar in concept to its predecessor, The Affordance Homes Programme 2011-2013, except some funding is allocated via continuous market engagement rather than only on a one-off basis. Whilst there are several ways in which the government aims to provide affordable housing (through shared ownership homes or affordable home ownership for example), the majority of the programme is to be made available as affordable rent. Developers will receive funding for homes which will yield a rent at a certain prescribed discount of the local market rent. All developers must be Investment Partners to qualify for the scheme. To be registered as an Investment Partner, the applicant must fill out and submit a questionnaire which assesses the applicant’s financial and technical capacity to undertake an agreed programme of new affordable homes as well as the organisation’s financial standing. Further, all developers who intend to be the landlords of grant funded schemes must be ‘Registered Providers’ of social or affordable housing. Social housing rent cut In July 2015, it was announced that housing associations (including all registered providers of social and affordable housing) will have to cut their rents by 1% each year for the next four years commencing in April 2016. The government intends to reinstate the consumer prices index formula for rent increase after the expiry of these four years. Housing and Planning Act 2016 The Housing and Planning Act 2016 is a new act that has been published by the Government. It provides a broader definition of Affordable Housing and lays down the primary legislation for Starter Homes. The Housing and Planning Act 2016 includes a new definition of Affordable Housing into the Town and Country Planning Act 1990 and defines it as housing for individuals whose needs are not adequately served by the commercial housing market and now includes Starter Homes (as defined by the Housing and Planning Act 2016). 7. BUSINESS OVERVIEW (Cont’d) (vi) (vii) Starter Homes are a new form of Affordable Housing for first-time home buyers between the ages of 23 and 40. These homes will be sold at no more that 80% of open market value, capped at £450,000 in Greater london and £250,000 across the rest of England. The exact proportion of Starter Homes required and the scale of qualifying sites upon which they must be delivered will be confirmed via secondary legislation. The Housing and Planning Act 2016 does not clarify as to whether or not the delivery of 20% Starter Homes will take precedence over the delivery of other forms of ‘traditional’ or other affordable housing in the application of local Plan policies to provide housing. Secondary legislation is required. Community Infrastructure levy (“Cll”) (being a charge which allows local authorities in England and Wales to raise funds from developers undertaking new building projects in their area for a wide range of infrastructure that is needed for development) should not be payable on Starter Homes. Starter Homes should qualify for relief from Cil liability under Regulation 49A of the Cil Regulations 2010 (as amended). This permits a charging authority to introduce a policy offering discretionary social housing relief from Cil liability for a dwelling sold for no more than 80% of its market value. As this is done on a voluntary basis, a charging authority may choose not to introduce such relief. Rights to Light A Right to Light is an easement (a right to cross or otherwise use someone else’s land for a specified purpose). It is a legal right to enjoy light to a building that enters through defined apertures across land that belongs to someone else. Rooms used for different purposes will be entitled to receive different levels of light. The most common way to acquire a legal Right to Light is by long usage (normally at least 20 years) under the Prescription Act 1832. This can be defeated by physically interrupting the right before the prescription period is satisfied or by serving a light obstruction notice (under section 2 the Rights of Light Act 1959). If a development reduces a neighbour’s Right to Light to such an extent that it causes a nuisance, the courts will likely rule that a remedy is required. Remedies that are available to the courts include an injunction to prevent or remove the obstruction in question or an award of damages. The court will decide at its own discretion which of these remedies is most appropriate in the circumstances. In order to obtain planning permission for a proposed development, a developer will have to demonstrate to the local authority that surrounding sensitive receptors will not incur an excessive loss of daylight or sunlight. Energy Performance Certificates (“EPC”) The “EU” Energy Performance of BUildings Directive 2010 was implemented in England and Wales by the Energy Performance of Buildings (England and Wales) Regulations 2012 and affects both residential and commercial properties. An EPC is a certificate detailing the energy efficiency of a property and must contain: • the asset rating: a number which places the property on a sliding scale of energy efficiency; 174 7. BUSINESS OVERVIEW (Cont’d) (viii) • a recommendations report: including cost effective recommendations to improve the property’s efficiency;
• reference number of the data file containing the data about the property;
• details of the property: including the address and useful floor area (being space available for occupation) etc;
• the date the EPC was issued; and
• Green Deal information: the Green Deal is the government’s initiative to improve the energy efficiency of buildings by removing the up-front cost of such measu res.

EPC is required when a property is being sold or rented out, when a new property is built and when an existing property is altered in a significant way. There is a further duty to display the EPC in public buildings with a useful floor area of more than 500 sq m. EPC will be required before the marketing of a property that is for sale or for letting and there is a duty to put the EPC rating in any advertisement of the property for sale or letting. There is also a duty to make available a valid EPC to a prospective buyer or tenant of a property. Enforcement is normally carried out by Trading Standards Officers by issuing penalty charge notices to those who fail to comply. Building Research Establishment Environmental Assessment Method for Commercial Space (“BREEAM”) This BREEAM is an environmental assessment method and rating system for non-residential buildings that was first launched in 1990. It creates an incentive to build in a manner that is environmentally-friendly as its results can lead to an increase in capital valuation. Although it is currently a voluntary programme, it is expected to become a requirement for certain organisations. It assesses and gives “credits” for categories of environmental impacts of developments including: • management: management policy, commissioning, site management and procurement;
• health and well-being: indoor and external issues (including noise, light and air quality);
• energy: operation energy and carbon dioxide;
• water consumption and efficiency;
• materials;
• waste: construction, resource efficient and operational waste management and minimisation;
• land use and ecology; and
• pollution: external air and water pollution.

BREEAM will give a score as one of five levels: pass, good, very good, excellent or outstanding. It is common to find planning permissions referring to this standard as a benchmark for a development. 175 7. BUSINESS OVERVIEW (Cont’d) (ix) Code for Sustainable Homes The Code for Sustainable Homes was introduced in 2007 and sets out sustainable buildings standards for residential properties against which all new homes in England must be rated. Ratings included Code Level 3, 4, 5 or 6. It is a voluntary code introduced as part of government’s measures to help achieve the target for all new homes to be zero carbon by 2016. Its principal objective is to ensure that the building industry constructs new homes that use energy, water and materials more efficiently. It was announced that the essential requirements for houses will be consolidated into the Building Regulations and their annexure entitled ‘Approved Documents’. As a result, the Code has now been withdrawn but elements of it have been incorporated into the Building Regulations regime. The Building Research Establishment for example, will continue to use the Code’s rating system. (x) Part 2A of the Environmental Protection Act 1990 (“Part 2A”) The regime in relation to the development of land that may be contaminated due to prior use is governed through the statutory contaminated land regime which can be found in Part 2A. Part 2A was inserted into the Environmental Protection Act 1990 by Section 57 of the Environment Act 1995. Part 2A is supported by regulations (e.g. Contaminated Land (England) Regulations 2006, Contaminated Land (Wales) Regulations 2006, Radioactive Contaminated Land (Modification of Enactments) (England) Regulations 2006 and Radioactive Contaminated Land (Modification of Enactments (Wales) Regulations 2006), statutory guidance and technical guidance. Under Part 2A, liability for the remediation of contaminated land or water broadly falls according to the “polluter pays” principle. The “polluter” is the person (or persons) who “caused” or “knowingly permitted” contamination to remain on a site or to move (migrate) to other sites. A “knowing permitter” Is someone who has knowledge of pollution on their land and who fails to take any action to remove or control it. The concept of knowingly permitting means subsequent owners of land can be held liable as well as the original polluter. If no polluter or knowing permitter can be found after reasonable enquiry, then the owner or occupier of the site may be liable to pay the remediation costs. If more than one person is identified, then it may be possible to apply certain tests to exclude people from liability. As noted above, Part 2A does not apply to all contamination -only the most serious forms, where: • significant harm is being caused;
• there is a significant possibility of significant harm being caused; or
• pollution of controlled waters (such as rivers or groundwater) is being, or is likely to be, caused. This statutory regime is accompanied by a number of common law principles like nuisance, trespass or negligence resulting in the escape of hazardous substances.

(xi) Tax A property developer in the United Kingdom will be subject to United Kingdom taxation, but the precise incidence of taxation will depend on its corporate and organisational structure and the scope of its development obligations. 7. BUSINESS OVERVIEW (Cont”d) A company that is resident for the purposes of taxation in the United Kingdom is liable to United Kingdom corporation tax on its profits. The same applies to a company that is resident in another jurisdiction to the extent that it operates through a United Kingdom permanent establishment. The precise tax position of a company that is resident in another jurisdiction will depend on its corporate and organisational structure, the scope of its development obligations and the terms of any double taxation treaty that applies to it. For further details on principal taxes, please refer to Annexure D. 7.27.2 Australia (i) The Corporations Act 2001 The Corporations Act 2001 is the principal legislation regulating the establishment and operation of corporations in Australia, as well as matters in respect of among others, securities issued by the corporation, duties of the corporation’s officers (including directors), takeovers and fundraising activities involving the corporation. This legislation sets out also requirements pertaining statutory disclosures that are required to be made by corporations. (ii) The Foreign Acguisitions and Takeovers Act 1975 The Foreign Acquisitions and Takeovers Act 1975 deals with foreign corporations carrying on operations in Australia. The acquisition of the West Village, Parramatta site was exempted from the provisions of the Foreign Acquisitions and Takeovers Act 1975 due to it being commercial property that had a purchase price below the relevant threshold (i.e. AUD254,000,000.00) and was acquired subject to leases. (iii) Environmental Planning & Assessment Act 1975 and Regulations The Environmental Planning & Assessment Act 1979 and Regulations collectively regulate matters pertaining to the property developments and land use activities in New South Wales. Under this legislation and the regulations, consents (including development consents) from the relevant local authority which outlines the conditions for development projects and uses to which the landed properties may be put, are required to be obtained by property developers. The consent granted by the local council may contain, amongst other things, conditions requiring a property developer to comply with other legislation relating to the property development and future use of that property. The Environmental Planning & Assessment Act 1979 and Regulations also deal with monitoring developments to ensure that conditions for consent are complied with and also deals with the payment of statutory levies for property developments in the state of New South Wales. Such other relevant legislation may include, for instance: (a) The Home Building Act 1989, which regulates insurances concerning development proposed on the property and also in relation to effecting appropriate insurance in accordance with its provisions. For property development which comprises a riser of not more than three storeys, the development is exempted from the provisions of Home Building Act 1989 and no such insurances have to be effected;
(b) The Protection of Environment Operations Act 1997, which regulates matters concerning pollution or contamination that may be caused during activities or development on properties; and

177 7. BUSINESS OVERVIEW (Cont’d) (iv)
(v)

(c) The Roads Act 1993, concerning the use of public roads in the state of New South Wales, regulates access to the project site and transporting of construction materials to the project site during the property construction phases. Local Government Act 1993 The Local Government Act 1993 deals with subdivisions, dedications, levying of rates and other matters relating to properties held in a local government area. Real Property Legislation Australia operates a system of land registration known as the Torrens system. Under this system, title to or ownership of real properties is created by the registration in a central registry for each state or territory which deals with all property ownership and rights in properties. The register is the absolute determinant of legal rights. Broadly, on sale of a Torrens system real property, a buyer obtains the legal title to such real property upon the registration of the transfer of the title to a property. Upon registration, the title to the property would be indefeasible and would defeat any other unregistered claims (in the absence of fraud) or claims for long term adverse possession. The principal legislation governing real properties in the state of New South Wales includes the following: (a) Real Property Act 1900 The Real Property Act 1900 governs the holding of title and creation of title interests with respect to real property in the state of New South Wales. This legislation also governs the creation of all interests such as easements, covenants, rights of way, restrictions as to user and positive covenants as contemplated by the development consent and as are necessary to effect the development of properties. (b) Strata Schemes (Development) Act 2015 The Strata Schemes (Development) Act 2015 governs the creation of the strata subdivision to produce the individual lots following development of the properties and the conveying of titles in these lots to the individual purchasers of those lots. This legislation replaced the Strata Scheme (Freehold Development Act 1973, and commenced on 30 November 2016. The new legislation contains about 90 changes to the previous legislation. The main objectives of the new legislation is to provide for: • the subdivision of land, including buildings, into cubic spaces to create freehold and leasehold strata scheme;
• the way in which lots and common property in strata scheme may be dealt with;
• protocols for developers and owner corporations in relation to building defects in the building; and
• the variation, termination and renewal of strata schemes.

178 7. BUSINESS OVERVIEW (Cont’d) (c)
(d)
(e)
(f)

(g) Conveyancing Act 1919 and Regulations The Conveyancing Act 1919 and its Regulations deal with operational matters in respect of property ownership and transactions It is particularly relevant in the following aspects with regards to the development of properties: (aa) The requirement to register a plan of consolidation of all of the titles into one lot as set out in the development consent granted to the corporation; (bb) The form of and annexures to, contracts for sale of units in the relevant development to be constructed on the property; and (cc) The terms and requirements of leases of commercial or retail premises to be constructed as part of the redevelopment of the property. Retaif Leases Act 1994 The Retail Leases Act 1994 governs the leasing of retail premises in the State of New South Wales and is applicable to a property developer that leases any retail tenancies before selling the units with respect to those retail tenancies to third parties. The requirements of the Retail Leases Act 1994 would mean that a disclosure statement has to be issued seven days before any retail lease is entered into giving certain statutorily prescribed information to the tenant. The Retail Leases Act 1994 also states that the lease cannot contain certain rights under leases which cannot be taken away from tenants and prescribes the manner in which rent reviews and payment of outgoings and any turnover rent can be implemented. Land Tax Management Act 1956 The Land Tax Management Act 1956 deals with tax on property ownership. The exemption for exempt residential property is not applicable to EW Sydney Development’s ownership of its property. Duties Act 1997 The Duties Act 1997 governs the payment of stamp duties in state of New South Wales, including stamp duties payable with respect of all transactions relating to the acquisition of properties. However, the provisions of the Duties Act 1997 do not impose any further duties on property developers for the holding and development of properties. For further details on principal taxes, please refer to Annexure D. Tax and Superannuation Laws Amendment (2015 Measures No 6) Act 2015 This act introduces the requirement for a 10% non-final withholding tax to be retained by the purchaser from the sale proceeds raised from disposal of taxable Australian property if the vendor is a foreign person or company and a clearance certificate has not be provided by the vendor prior to settlement of the purchase price. The retained funds are remitted to the Australian Tax Officer by the purchaser. This legislation applies only to contracts for sale entered into after 1 July 2016 for a purchase price over AUD2,000,000. 179

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