Risk Factors

5. RISK FACTORS 5. RISK FACTORS An investment in our Shares involves a high degree of risk. Prior to making a decision to invest in our Shares, you should carefully consider all the information contained in this Prospectus, including the risks and uncertainties described below and Sections 8.2 and 12.2 of this Prospectus under Our business and Management’s discussion and analysis of financial condition and results of operations respectively, as well as the other financial information contained in this Prospectus. This Prospectus also contains forward-looking statements that involve risks and uncertainties. The actual results of our operations could differ materially from those anticipated in these forward·looking statements due to a variety of factors, including those set out below. You should also pay particular attention to the fact that we are governed by the legal and regulatory environment in Singapore, Malaysia, Turkey and elsewhere. Our business is sUbject to a number of factors, many of which are outside our control. The risks and investment considerations set out below are not an exhaustive list of the challenges that we currently face or that may develop in the future. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also have a material adverse effect on our business, financial condition, results of operations and prospects. 5.1 Risks related to our business 5.1.1 Our Group’s business (i) Our business and facilities are heavily concentrated in Singapore, Malaysia and Turkey, which makes us sensitive to regulatory, economic, environmental and competitive conditions and changes in those countries. Our operations are heavily concentrated in Singapore, Malaysia and Turkey. For the year ended 31 December 2011, our operations in these countries accounted for approximately 36.9%, 21.5% and 37.5% of our revenues on a pro forma basis, respectively. Moreover, our education operations, which accounted for 3.3% and 3.1 % of our revenue for the year ended 31 December 2011 and the three months ended 31 March 2012 on a pro forma basis, respectively, are located in Malaysia and Singapore. This concentration makes us particularly sensitive to regulatory, social, political and economic, environmental and competitive conditions and changes in those countries. Any material changes in the current government insurance payment systems or policies, regulatory, economic, environmental or competitive conditions in those countries may have a disproportionate and material adverse effect on our business, financial condition, results of operations and prospects. (Ii) Our Group’s business relies principally on the operations of our key subsidiaries We conduct our operations principally through our key subsidiaries, PPL, Acibadem Holding and iMU Health, which accounted for 59.4%, 37.5% and 3.1 %, respectively, of our revenues for the year ended 31 December 2011 on a pro forma basis and 57.3%, 39.8% and 2.9%, respectively, of our revenues for the three months ended 31 March 2012 on a pro forma basis. If the results of our key subsidiaries were to decline, it may have a material adverse effect on our Group’s business, financial condition, results of operations and prospects. Additionally, we cannot assure you that our key subsidiaries will generate sufficient earnings and cash fiows to meet our Group’s obligations. 74 5. RISK FACTORS (cont’d) (iii) We are reliant, to some extent, on a number of brand names and trademarks in our businesses. Our key subsidiaries, PPL, Acibadem Hoiding and IMU Health, each rely upon certain brand names and trademarks in their respective businesses. For example, PPL utiiises the “Gleneagles”, “Mount Elizabeth”, “Pantai” and “Parkway” hospital brands and trademarks, the “ParkwayHealth” and “Shenton” primary care and ancillary brands and trademarks and the “Luxe” women’s health speciaity primary care brand and trademark. Acibadem utilises the “Acibadem” and “Aile Hastanesi” brands and trademarks, which are used for its hospitals and outpatient clinics. IMU Education utilises the “IMU” brand and trademark. If we fali to protect and enhance our brand identities, or if we fail to properly supervise the use of, and compliance with, our brands by third party healthcare or other facility providers, the market recognition of each of our brands and trademarks may deteriorate. Any claims and legal actions brought forward by our patients may aiso have a negative impact on our brand image. As such, we may not be able to operate our healthcare and education businesses at optimum ievels and, as a result, our business, financial condition, results of operations and prospects may be materially and adversely affected. . (iv) Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations or generate sufficient cash to service all of, or refinance, our indebtedness, limit our ability to react to opportunities and expose us to interest rate risk and currency exchange risk. As at 31 March 2012, our Group’s total borrowings on a historical basis was RM7,639.0 million and we had avaiiability of RM1,BOB.3 million under our credit facilities. Our high degree of leverage could have important consequences, including: • increasing our vulnerability to downturns or adverse changes in general economic, industry or competitive conditions and adverse changes in government regulations;
• requiring a substantial portion of our cash flows from operations to be dedicated to the payment of principal, premium, if any, and interest on our indebtedness, therefore reducing our ability to use our cash fiows to fund our operations, capital expenditures and future business opportunities;
• exposing us to the-risk of being unable to maintain sufficient leveis of cash fiows to permit us to pay the principal, premium, if any, and interest on our indebtedness;
• exposing us to the risk of increased interest rates as certain of our unhedged borrowings are at variabie or fioating rates of interest, as further described below;
• exposing us to the risk of fiuctuations in currency exchange rates

since certain of our borrowings are denominated in foreign currencies; !Company No.: 901914-V 5. RISK FACTORS (cont’d) • limitin9 our ability to make strategic acquisitions or causing us to make non-strategic divestitures;
• limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and
• limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged.

We conduct our operations principally through our sUbsidiaries, associates and joint ventures. Accordingly, repayment of our indebtedness is dependent on the generation of cash flows by our subsidiaries, associates and joint ventures and their ability to make such cash available to us by dividend, debt repayment or otherwise. Our subsidiaries, associates and joint ventures may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness. Each subsidiary, associate and joint venture is a distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our sUbsidiaries, associates and joint ventures. For example, under its SGD1.85 billion credit facility agreement dated 2 August 2010 (as novated, amended and restated), PPl must maintain a reserve amount of at least six months interest in its Singapore Dollar account before it is able to pay any dividends to us. For further details on our material borrowings, please refer to Section 12.3.2 of this Prospectus on Financing activities. As at 31 March 2012, approximately 94.9% of our outstanding debt was subject to interest payments based on variable or floating rates, such as Singapore Swap Offer Rate, london Interbank Offered Rate and Euro Interbank Offered Rate. We have in the past invested in instruments to hedge against such interest rate risk. Our failure to effectively manage our interest rate risk sensitivity could result in increased debt service costs and may have a material adverse effect on our business, financial condition, results of operations and prospects. As at 31 March 2012, approximately 21.8% of our Group’s total borrowings on a historical combined basis were denominated in currencies other than Singapore Dollar, Ringgit Malaysia and Turkish lira. Our failure to effectively manage our currency exchange risk sensitivity could result in increased debt service and other costs and may have a material adverse effect on our business, financial condition, results of operations and prospects. We expect to use a portion of the proceeds from this Global Offering to repay a portion of our outstanding debt. Please refer to Section 4.8 of this Prospectus under Utilisation of proceeds. 5. RISK FACTORS (cont’d) We have the ability to incur additional indebtedness in the future, subject to the restrictions contained in our senior secured credit facilities. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify, which may have a material adverse effect on our business, financial condition, results of operations and prospects. Furthermore, our credit facilities contain various covenants that limit our ability to engage in specified types of transactions, including our (and certain of our subsidiaries’) ability to incur additional indebtedness, pay dividends, repurchase or make distributions in respect of our capital stock or make other restricted payments. Under our credit facilities, we are also required to satisfy and maintain specified financial ratios and a breach of any of these covenants could result in a default under our credit facilities. We may also find it necessary or prudent to refinance our outstanding indebtedness with longer-maturity debt at a higher interest rate. In addition, our ability to arrange for external financing and the cost of such financing are dependent on numerous factors, including general economic and capital market conditions, currency exchange and interest rates, credit availability from banks or other lenders, investor confidence in our Group, the success of our businesses, provisions of tax and securities laws that may be applicable to our efforts to raise capital and political and economic conditions in Singapore, Malaysia, Turkey, the PRC, India and the other countries in which we operate. There can be no assurance that additional financing, either on a short-tenm or a long-term basis, will be made available or obtained on terms favourable to our Group. If our cash fiows and capital resources are insufficient to fund our debt service obligations or if we are unable to refinance our indebtedness, we may be forced to reduce or deiay investments and capital expenditures, or to sell assets, seek additional capitai or restructure our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. if our operating results and available cash are insufficient to meet our debt service obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions, or the proceeds from such dispositions may not be adequate to meet any debt service obligations then due. (v) The historical combIned financial statements and the pro forma financial Information contained herein may not accurately reflect our historical financial position, results of operations and cash flows. The historical combined financial statements as at and for the years ended 31 December 2009,2010 and 2011 and the three months ended 31 March 2011 and 2012 (the “hlstorical combined financial statements”) included elsewhere in this Prospectus have been prepared on an combined basis. The historical combined financial statements have been prepared on the basis that our Group existed with different equity stakes held across different entities throughout the periods as a result of our growth via acquisitions. Please refer to Section 12.2.3 of this Prospectus on Basis of preparation for further details. Therefore, they do not refiect the financial position, results of operations and cash flows that would have occurred had the formation of our Group in its existing form been effected on 1 January 2009. Further, such information does not purport to predict our Group’s future financial condition, results of operations, prospects or cash flows. 77
[Company No.: 901914-Vl 5. RISK FACTORS (conl’d) The pro forma financial information as at and for the years ended 31 December 2009,2010 and 2011 and the three months ended 31 March 2011 and 2012 (the “pro forma financial information”) included elsewhere in this Prospectus have been prepared on the basis that the formation of our Group (including the acquisition of Acibadem Holding by our Group and the acquisition of APlus and Acibadem Proje by Acibadem Holding) occurred as at 1 January 2009 in respect of the pro forma income statements, 1 January 2011 in respect of the pro forma statements of cash fiows for the year ended 31 December 2011 and the three months ended 31 March 2012, and as at 31 December 2011 and 31 March 2012 in respect of the pro forma statement of financial position. As the pro forma financial information is prepared for illustrative purposes only, such information, because of its nature, may not give a true picture of the effects of the formation of our Group on the financial position, results of operations or cash flows of oUr Group had the transactions or events actually occurred on the stated date of such pro forma financial information. Further, such information does not purport to predict our Group’s future financial condition, results of operations, prospects or cash fiows. As a result, your ability to understand our financial condition and results of operations or cash fiows based on our historical combined financial statements or pro forma financial information may be limited. (vi) The financial information presented in the historical combined financial statements prepared for inclusion in this Prospectus will not be the same as compared to the audited consolidated financial statements prepared by our Company after our Listing for statutorypurposes. The historical combined financial statements of our Group have been prepared solely in connection with this Global Offering, and have been carved out from the consolidated financial statements of Khazanah (with regard to Parkway, Pantai Irama and IMU Health) and, where appropriate, adjustments have been made to specifically present only the combined financial position, results of operations and cash fiows of the heallhcare business of Khazanah attributable to shareholders of our Group. In addition, the historical combined financial statements presented for the years ended 31 December 2009,2010 and 2011 and the three months ended 31 March 2011 and 2012 have been prepared in accordance with MFRS and IFRS. MFRS is the new accounting framework to replace FRSM and is equivalent to IFRS. Going forward, commencing from 1 January 2012, we will prepare our statutory audited consolidated financial statements based on MFRS and IFRS. Based on MFRS 1 “First-time Adoption of MFRS”, we may choose to apply certain accounting standards prospectively (as opposed to retrospectively, which would result in past transactions being restated based on MFRS and IFRS). If we choose to apply certain accounting standards prospectively, then the relevant financial information disclosed in the historical combined financial statements presented in this Prospectus will differ from that reported in our statutory audited consolidated financiai statements. 5. RISK FACTORS (cont’d) For example, MFRS 3 and IFRS 3 (revised) “Business Combinations” is effective tor business combinations after 1 July 2009. Accordingly, we have applied this accounting standard retrospectively to the historical combined financial statements of our Group and have accounted for business combinations tor the periods under review differently from our statutory audited consolidated financial statements, which will apply MFRS 3 and IFRS 3 prospectively. The resulting difference in treatment for the acquisition of our additional equity stake in Parkway, Pantai Irama and IMU Health in 2010 resulted in the carrying amount of goodwill in our historical combined financial statements for the year ended 31 December 2011 to be higher than the statutory audited consolidated financial statements of our Group by approximately RM71.1 million. Similarly, the retained earnings of our historical combined financial statements for the year ended 31 December 2011 is higher than the statutory audited consolidated financial statements for the year ended 31 December 2011 by approximately RM84.8 million. Please refer to Section 12.2.3 of this Prospectus for further details. Due to the differences between the historical combined financial statements of our Group and our statutory audited consolidated financial statements that will arise as described above as well as the difference in timing in adoption of certain accounting standards, these financial statements are not comparable to one another, and are not indicators of our financial performance as a combined business in future periods. (vii) We may not have adequate insurance coverage for our current or future litigation or other claims judgments. We are exposed to potential liability risks that are inherent to the provision of healthcare services. Liabilities may exceed our available insurance coverage or arise from claims outside the scope of our insurance coverage. We currently carry customary risk insurance and business interruption insurance in all of the countries in which we operate, except in Turkey, where we do not believe it is market practice to carry business interruption insurance. We cover our facilities and business operations against additional risks, including earthquakes and tsunamis, as we deem appropriate. In particular, we carry loss of profit insurance to cover eX1raordinary events (including earthquakes, fiood and fires), which covers ali of Acibadem’s hospitals. We believe this enables us to protect our results of operations and our business from being interrupted by such events. We also continuously manage our internal audit team, as well as those of our subsidiaries, and seek advice from tax, financial, legal and regulatory consultants in order to act in compliance with the laws and regUlations and mitigate the risk of our business being interrupted. In addition, PPL carries public liability insurance which covers potential riSKS resulting from claims by third parties due to our legal liability arising from our hospital and healthcare service businesses. The insurance coverage PPL carries contains policy specifications and insured limits customarily carried for similar facilities, business activities and markets. Acibadem Holding and Acibadem have not yet renewed their hospital liability insurance in 2012, but are in the process of doing so. Under Turkish law, it is doctors in private practice who are required to be insured for professional financial liability and such insurance is not mandatory for hospitals. Notwithstanding the above, in Turkey, patients may bring claims against both doctors and the hospitals at which they practise. I Company No.: 901914-V] 5. RISK FACTORS (cont’d) However, as the Turkish legal system does not recognise punitive damages, we believe that our hospital liability is limited with respect to pecuniary and non-pecuniary compensation claims since these claims are limited to monetary and non-monetary claims for actual damages incurred and does not cover any compensation beyond that. In this respect, the amount of claims under medical malpractice lawsuits in Turkey are relatively limited in comparison to those made under other legal systems which do recognise punitive damages. In addition, we have multiple hospitals and outpatient clinics across multiple cities in Turkey, which we believe provide us with a degree of diversification so that if one hospital’s operations are interrupted then the others can continue to function without any issues. We have entered into HMAs with third parties who are owners of two hospitals, one in the PRC and the other in Vietnam, but as at the LPD, these hospitals are not yet operational. Although the owners of the hospitals with which we have entered into HMAs with are responsible for the costs and liabilities incurred and have, under the terms of the HMAs, indemnified us against losses that arise from the acts or omissions of their employees at such hospitals, the HMAs do not expressly require the hospital owner to maintain insurance coverage. While we do not believe that there is a risk to our Company due to the fact that such employees are not our employees and such claims would be against the hospitai, not against us, we cannot assure you that such hospital owners will have the resources to pay all or any part of the indemnity owed to us. We believe we have insured our business operations and facilities in line with industry practices in our respective markets; however, we cannot assure you that such insurance coverage will be sufficient to cover all potential liabilities and risks that we face. Should there be adverse developments such as terrorist attacks and other natural or man-made disasters such as earthquakes and floods, fire hazards and other events beyond our control in Singapore, Malaysia, Turkey or any other regions where we have operations, we may not have adequate insurance coverage to cover these liabilities and risks and our business, financial condition, results of operations and prospects may be materially and adversely affected. If our arrangements for insurance or indemnification are not adequate to cover claims, including in the case of claims exceeding policy aggregate limitations or exceeding the resources of the indemnifying party, we may be required to make substantial payments, which may have a material adverse effect on our business, financial condition, results of operations and prospects. (viii) Exchange rate instability may adversely affect our business, financial condition, results of operations andprospects. We are incorporated in Malaysia and the reporting currency of our statutory financial statements is presented in Ringgit Malaysia. However, a significant proportion of our subsidiaries’ functional currencies are in currencies other than Ringgit Malaysia, such as Singapore Dollar and Turkish Lira, and must be translated into Ringgit Malaysia for consolidation into our Group’s consolidated financial statements. For this purpose, the accounts of our subsidiaries whose functional currencies are not in Ringgit Malaysia must be translated into Ringgit Malaysia at every reporting date. 5. RISK FACTORS (cont’d) Generally, monetary assets and liabilities are translated from the respective functional currencies into Ringgit Malaysia using the exchange rate on the relevant reporting balance sheet date, while non-monetary assets and liabilities are translated using their respective historical dates. Statements of comprehensive income are generally translated using the average exchange rate for the reporting period. Any currency exchange gain or loss arising from the translation process is recognised as other comprehensive income and accumulated in the foreign currency translation reserve under equity. If the resulting translation differences are significant, they may materially affect the results and shareholders’ fund position of our Group. Further, the computation of bank covenants and debt servicing ratios may also be affected. In addition, our Group is exposed to foreign exchange risk on sales, purchases, cash and cash equivalents, receivables and payables that are denominated in a currency other than the respective functional currencies of qur Group entities. In respect of exposure that is certain, our Group will partially hedge these risks in order to keep them at an acceptable level. However, as we and our subsidiaries do not fUlly hedge against exchange rate fluctuations, any decline in the value of Singapore Dollar, Ringgit Malaysia and Turkish Lira may lead to a decrease in our net income and cash fiow amounts. The above may also cause effective increases in payments of interest expenses and repayment of principal amounts on fixed obligations and indebtedness denominated in USD, Euros or currencies other than the functional currencies of our key subsidiaries. For example, in the year ended 31 December 2011, adverse movements in the Turkish Lira against several foreign currencies resulted in a foreign exchange loss of TL 193.4 million (RM350.3 million). This was because of USD-and Euro-denominated credit facilities and Swiss franc-denominated equipment lease agreements at Acibadem Holding, the foreign currency exposure in respect of which was not fully hedged. Such a situation may have a material adverse effect on our business, financial condition, results of operations and prospects. (ix) The value ofour intangible assets and costs ofinvestment may become impaired. Due largely to our past mergers and acquisitions, goodwill and other intangible assets represent a substantial portion of our assets. Goodwill and other intangible assets were approximately RM11,585.8 million as at 31 March 2012 on a historical combined basis, representing approximately 49.8% of our total assets and 93.6% of our consolidated total equity. When we acquired Acibadem Holding, we performed a purchase price allocation exercise to identify the intangible assets acquired and goodwill arising from the acquisition, which have been recognised in our consolidated balance sheets. If we make additional acquisitions, it is likely that we will record additional intangible assets and goodwill on our consolidated balance sheets. In accordance with applicable accounting standards, we periodically evaluate our goodWill and other intangible assets to determine whether all or a portion of their carrying values may no longer be recoverable, in which case a charge to the income statement may be necessary. Such impairment testing requires us to make assumptions and jUdgments regarding the estimated recoverable amount of our reporting units, including goodwill and other intangible assets (both with finite and indefinite lives) such as trademarks. 5. RISK FACTORS (cont’d) Estimated recoverable amounts developed based on our assumptions and jud9ments might be significantly different if other reasonable assumptions and estimates were to be used. If estimated recoverable amounts are less than the carrying values for goodwill and other intangible assets with indefinite lives in future annual impairment tests, or if significant impairment indicators are noted relative to other intangible assets subject to amortisation, we may be required to record impairment losses in future periods. Any future evaluations requiring an impairment of our goodwill and other intangible assets could materially affect our results of operations and shareholders’ equity in the period in which the impairment occurs. A material decrease in shareholders’ equity could, in turn, potentially impact our compliance with existing debt covenants and similar restrictions and our ability to pay dividends. In addition, the estimated value of our reporting units may be impacted as a result of business decisions we make associated with the implementation of the various healthcare reform regulations. Such decisions, which could unfavourably affect our ability to support the carrying value of certain goodwill and other intangible assets, could result in impairment charges in future periods, which may have a material adverse effect on our business, financial condition, results of operations and prospects. 5.1.2 Our hospitals and healthcare businesses (i) We may be unable to successfully integrate neWly acquired hospitals and healthcare businesses with our existing hospitals and healthcare businesses or achieve the synergies and other benefits we expect from such acquisitions. We may face difficulties arising from operating a significantly larger and more complex organisation as a result of acquiring new hospitals and healthcare businesses and may not be able to effectively manage such a larger enterprise or achieve the desired profitability from such acquisitions or expansion. For example, on 24 January 2012, we acquired an indirect 60.0% equity stake in Acibadem Holding, which held an indirect 92.0% equity interest (which was later increased to 97.3% following the completion of the. mandatory tender offer on 9 April 2012) in Acibadem, a provider of private hospitals and healthcare services which is listed on the ISE, a 100.0% equity interest in Acibadem Proje and a 100.0% equity interest in APlus, which significantly increased the scope and complexity of our operations due to the expansion of our geographical reach. The acquisitions we have undertaken could be subject to certain additional risks, inCluding: • difficulties arising from operating a significantly larger and more complex organisation and expanding into new areas and territories such as having to deal with unfamiliar government authorities and regulations;
• difficulties in the integration of the assets and operations of acquired hospitals and healthcare businesses with our existing hospitals and healthcare businesses;
• challenges in renovating and rebuilding existing hospitals and healthcare buildings and facilities or re-positioning existing hospitals and healthcare businesses that we have acquired or for which we have assumed management responsibility to meet the required operational standards;

5. RISK FACTORS (cont’d) • the loss ot patients or key doctors and other medical staff following any acquisitions;
• the diversion at management’s attention from our existing hospitals and healthcare businesses and an interruption of, or a loss of momentum in, the activities of such hospitals and healthcare businesses;
• the failure to realise expected profitability or growth;
• the failure to realise expected synergies and cost savings;
• difficulties arising from coordinating and consolidating corporate and administrative functions, inciuding the integration of internal controls and procedures such as timely financial reporting;
• unforeseen legal, regulatory, contractual, labour or other issues; and
• difficulties arising from language, cultural and geographic barriers.

Moreover, although we completed the acquisition of Acibadem Holding in January 2012 and have Initiated the process of integrating the Acibadem hospitals and other healthcare services with Our other businesses, for the Immediately foreseeable future, Acibadem Holding and its ancillary businesses generally continue to exist as a discrete unit with their own resources, employees and management. If we are unable to manage the growth in our business or are unable to successfully integrate newly acquired hospitals and healthcare businesses, our ability to compete effectively could be impaired, which may have a material adverse effect on our business, financial condition, results of operations and prospects. (N) Our newly developed greenfield facilities may experience delays in reaching full operational capacity and may not be successfully integrated with our existing hospitals and healthcare businesses or achieve the synergies and other benefits we expect from such expansion. New hospital projects are characterised by long gestation periods and substantial capital expenditures. We may not achieve the operating levels that we expect from newly developed greenfield facilities and we may not be able to achieve our targeted returns on investment on, or intended benefits from, these projects. Our newly developed greenfield facilities may not be successfUlly integrated with our existing hospitals and heaithcare businesses or achieve the synergies and other benefits we expect from such expansion. Our latest major greenfield facility, Mount Elizabeth Novena Hospital in Singapore, is expected to commence operations by Juiy 2012. However achieving full operational capacity at Mount Elizabeth Novena Hospitai as well as any other greenfield hospital projects undertaken by us, including reaching our target inpatient occupancy rate, may take longer than anticipated. In addition to Mount Elizabeth Novena Hospital, we have three greenfield projects in Malaysia, two greenfield projects in Turkey (exciuding one potential greenfield and one potential brownfield in Turkey) and one greenfield project in India. Additionally, we have four expansion projects in Malaysia and one expansion project each in Turkey and Macedonia. We have also entered into HMAs for one greenfield project each in China and Vietnam. 5. RISK FACTORS (cont’d) Developing and operating new greenfield facilities could be subject to certain additional risks, including: • difficulty pertaining to the setting up of new hospital operations, including risks related to planning, construction, securing the required approvals, permits and licenses, human resources and patient admissions; • difficulties arising from operating a significantly larger and more complex organisation and expanding into new areas and territories, such as having to deal with unfamiliar government authorities and regulations;
• difficulties in the integration of the assets and operations of new hospitals and healthcare businesses with our existing hospitals and healthcare businesses;
• the diversion of management’s attention from our eXisting hospitais and healthcare businesses and an interruption of, or a loss of momentum in, the activities of such hospitals and healthcare

businesses; • the diversion of doctors and patients from our existing hospitals and healthcare businesses and a loss of revenue at such hospitals and heaithcare businesses;
• the failure to realise expected profitability or growth;
• the failure to realise expected synergies and cost savings;
• difficulties arising from coordinating and consolidating corporate and administrative functions, including the integration of internal controls and procedures such as timely financial reporting;
• difficulties in recruiting and retaining doctors, nurses and other healthcare professionals at existing and new hospitals;
• unforeseen legal, regulatory, contractual, labour or other issues; and
• difficulties arising from language, cultural and geographic barriers.

If we are unable to manage the growth in our business or are unable to successfully commence operations of, or integrate, newly developed greenfield facilities, our reputation and ability to compete effectively could be impaired, which would have a material adverse effect on our business, financial condition, results of operations and prospects. 5. RISK FACTORS (cont’d) (iii) If we are unable to identify expansion opportunities or experience delays or other problems in implementing such projects, our growth, business, financial condition, results of operations and prospects may be adversely affected. Our growth strategy depends, to an extent, on our ability to fund, build or acquire and manage additional hospitals and healthcare businesses. We may also expand, improve and augment our existing hospitals and healthcare businesses. We have severai such projects pending, and are continuously evaluating other projects, including acquisition opportunities, some of which we may realise in the imminent future and which may be material. Such acquisitions and expansions are capital expenditure intensive. We may not be able to identify suitable greenfield sites for new hospitals and healthcare businesses, acquisition candidates or hospital management opportunities, or negotiate attractive terms for such projects, or expand, improve and augment our existing businesses. The number of attractive expansion opportunities may be limited, and may command high valuations, and we may be unable to secure the necessary financing to implement expansion projects. Furthermore, development and construction costs of these projects may escalate sUbstantially beyond our budgets, resulting in pressure on our financial conditions and cash flows or in the project being no longer feasible. If we are not able to successfully identify opportunities to bUild, acquire or expand our additional and existing hospitals and healthcare businesses or face difficulties in the process of developing, acquiring or expanding such operations, our business, financial condition, results of operations and prospects may be materially and adversely affected. (iv) We may be subject to unknown or contingent liabilities and other inherent operational and regulatory risks relating to the businesses and companies that we acquire. Businesses that we acquire may have unknown or contingent liabilities, including liabilities for failure to comply with healthcare laws and regulations, and we may become liable for the past activities of such businesses. In addition, acquiring publicly listed or unlisted companies, in particular, in Singapore, Malaysia, Turkey, the PRC, India or the other countries in which we operate or plan to operate involves various legal requirements or regulatory approvals, including with respect to tender offers, as well as additional costs. Further, post-completion purchase price adjustments may have been contractually agreed upon at the time of the relevant acquisitions. For example, in relation to our acquisition of Acibadem Holding which was completed in January 2012 there is a pending purchase price adjustment whereby if the TL appreciates against the USD on 31 December 2012 as compared to the exchange rate used in the acquisition agreement, subject to a cap in the movement, we would be required to pay the differential in value arising from the exchange rate movement to the vendor. In this instance, the maximum exposure to us and Bagan Laiang on an 80:20 basis is estimated to be approximately USD74.95 million. Any payment by us may substantially be recognised in our income statement. Please refer to Section 15.6 of this Prospectus under Material contracts. Company No.: 901924=V] 5. RISK FACTORS (cont’d) Moreover, our ability to fund, bUild, acquire or manage new hospitals is subject to various factors that may involve delays or problems, including the failure to receive or renew regulatory approvals, constraints on human and capital resources, the unavailability of equipment or supplies or other reasons, events or circumstances which we may not foresee. Future projects may incur significant cost overruns and may not be completed on time or at all. We generally rely on the owners of the hospitals we operate under HMAs to develop those hospitals. If these owners do not provide adequate resources to successfully develop these hospital projects, our fee income may suffer as a result. Potential title uncertainties regarding the lands on which our hospitais and potential acquisition targets and operation and management opportunities are or may be located, including related litigation, may also cause delays in, and may othelWise curtail, the acquisition of other hospitals, the building of new hospitals and other expansion opportunities. Our Mount Elizabeth Novena Hospital project under development in Singapore and Gleneagles Medini Hospital project which is in the planning stage of development in Malaysia are the largest that we have undertaken, and the scale of these projects may exacerbate any or all of the abovementioned factors. (v) We may be subject to competition laws and regulations in certain countries in which we operate. Competition laws and regulations may limit our growth and sUbject us to antitrust and merger control investigations, particularly in the core countries in which we operate. The Singapore competition regime generally favours increased competition. However, we may be restricted from making further acquisitions or continuing to engage in particular practices to the extent we hold a dominant position in the market we operate in. In addition, violation of such laws or regulations could potentially expose us to financial penalties or rights of private aelion. The Malaysian competition regime generally favours increased competition. While there is no merger control, we may be subject to anti-trust investigations, restricted from continuing to engage in practices found to be anti-competitive and, to the extent we hold a dominant position in the market we operate in, restricted from continuing to engage in praelices that are found to be an abuse of that dominance. In addition, violation of such laws or regulations could potentially expose us to financial penalties, or rights of private aelion. The Turkish merger control regime prohibits transactions that create or strengthen a dominant position in Turkey. Although the market for the provision of healthcare services by private hospitals in Turkey is highly fragmented and we did not encounter any significant competitive concerns with regard to the acquisition of Acibadem Holding, mergers and acquisitions in the healthcare services sector are carefully examined by the Turkish Competition Board because the relevant geographic markets they consider are usually defined on a narrow scope, such as by city. We cannot predict the effect of any investigations by competition authorities on our business. If, as a result of any investigation by the relevant authorities, we are subjected to financial or other penalties or we are prohibited from engaging in certain types of businesses or practices, our business, financial condition, results of operations and prospects may be materially and adversely affected. 5. RISK FACTORS (cont’d) (vi) We may not be able to successfully compete for patients with other hospitals and healthcare providers across the countries and regions in which we operate. The hospital and healthcare business is highly competitive, and competition among hospitais and other healthcare providers for patients has intensified in recent years. Generally, other hospitals in the local communities we serve provide services similar to those offered by our hospitals. Quality measures required in Singapore, Malaysia, Turkey, the PRC, india and the other countries in which we operate and future trends toward clinical transparency may have an unanticipated impact on our competitive position and patient volumes. If any of our hospitals achieve poor results (or results that are lower than our competitors) in respect of these quality measures or on patient satisfaction surveys or if our standard charges are higher than our competitors, our patient volumes could decline. We compete with government-owned hospitals, other private hospitals, smaller clinics, hospitals owned or operated by non-profit and charitable organisations and hospitals affiliated with medical colleges in the regions in which we operate. We will aiso have to compete with any future healthcare businesses located in the regions in which We operate. Moreover, some of these competitors may be more established and have greater financial, personnel and other resources than our hospitals. In particular, our competitors include hospitals owned or managed by government agencies and trusts, which may have access to wider financing options or may be in a better commercial position to negotiate for purchase of inventory on more favourabie terms than private hospitals owned and managed by for-profit interests, such as ourselves. In addition, even in situations where one of our hospitals is the dominant or sole provider of healthcare services in a city or region, patients may favour other hospitals or other healthcare facilities in surrounding cities or nearby regions. New or existing competitors may price their services at a significant discount to ours or offer greater convenience or better services or amenities than we provide. Smaller hospitals, stand-alone clinics and other hospitals may exert pricing pressures on some or all of our services and also compete with us for doctors and other medicai professionais. Some of our competitors also have plans to expand their hospital networks, which may exert further pricing and recruitment pressure on us. if we are forced to reduce the price of our services or are unable to attract patients and doctors and other healthcare professionals to our hospitals, our business, financial condition, resuits of operations and prospects may be materially and adverseiy affected. 87
5. RISK FACTORS (cont’d) (vii) We are highly dependent on our doctors, nurses and other healthcare professionals, as well as other key personnel. Our performance and the execution of our growth strategy depend substantially on our ability to attract and retain leading doctors and other healthcare professionals in the fields and regions relevant to our growth plans. We compete for these personnel with other healthcare providers, including providers located In Singapore, Malaysia, Turkey, India, the PRC, Australia, the United Slates and Europe. The demand for doctors is highly competitive. The supply of specialist doctors is limited by the training period, which can be up to 15 years and even longer for certain medical specialties. We believe that the key factors that doctors consider before deciding where they will work include the reputation of the hospital and its owner, the quality of the facilities, the specialties offered by the hospital, research and teaching opportunities, compensation (subject to local rules and regulations) and community relations. We may not compare favourably with other healthcare providers on one or more of these factors. Many of these healthcare professionals are well-known personalities in their fields and regions in which they practice with large patient bases and referral networks, and it may be difficult to negotiate favourable terms or arrangements with them. The majority of our doctors in Singapore and Malaysia are independent medical practitioners who have purchased or leased office space or are co-located at our hospitals. However, they are not under any obligation to continue to maintain their clinics at our hospitals or to refer their patients for treatment at our facilities. If they choose to refer their patients for treatment at our competitors’ hospitals or If they choose to leave our hospitals and open clinics at our competitors’ hospitals, in which case their patients may also choose to be treated at our competitors’ hospitals, we may not be able to continue to provide a high quality of service at our hospitals and therefore the level of our patient intake will be adversely affected, which may have a material adverse effect on our business, financial condition, results of operations and prospects. Our performance also depends on our ability to identify, attract and retain other healthcare professionals, Including nurses, physiotherapists, radiographers and pharmacists, to support the multi-specialty and complex treatment practices at our hospitals. In particular, the worldwide nursing shortage may make it difficult for us to attract and retain nurses who may choose to pursue better opportunities outside the countries in which we operate. Such shortage may also cause salaries and wages for nurses to rise. In addition, both doctors and nurses qualified in one country may not be recognised in another country and may not be able to easily move due to immigration policies or foreign worker quotas, particularly in Singapore, or other reasons. Consequently, this makes It difficult for us to employ and deploy doctors and nurses qualified to work outside the countries in which we operate. 88
5. RISK FACTORS (cont’d) (viii) (ix) If we are unable to attract or retain doctors or other medical personnel as required, we may not be able to maintain the quality of our services and we could be forced to admit fewer patients to our hospitals, which may have a material adverse effect on our business, financial condition, results of operations and prospects. We have seen an increase in costs to recruit and retain medical personnel in recent years, and we expect such costs to continue to increase in the future, which may adversely affect our profitability. Anhough we have not seen such increases in certain segments of our business, including Acibadem Holding, we cannot assure you that such increases will not occur in the future. Please refer to Section 8.2.16 of this Prospectus under Personnel for further details on the Group’s employees. We are dependent on certain key senior management. We are dependent on certain members of our senior management team, including some who have been with our Group since its inception, to manage our current operations and meet future business challenges. In particular, the services of Dr Lim Cheok Peng, our Managing Director and the Vice Chairman of PPL, Dr Tan See Leng, our Executive Director, the Managing Director and Group Chief Executive Officer of PPL, Mehmet Ali Aydinlar, the Chairman and Chief Executive Officer of Acibadem, Yalcin Nak, the Deputy General Manager of Acibadem, Tan Sri Dato’ Dr Abu Bakar Bin Suleiman, the President of IMU Education, Dr Mei Ling Young, the Provost of IMU, and our most senior doctors, who typically practice at individual hospitais, have been integrai to the development and business of our Group. Although we have succession plans in place and continue to develop our talent pool in order to ensure management continuity, the loss of the services of any of these persons may have a material adverse effect on our business, financial condition, results of operations and prospects. Our hospitals and healthcare businesses are currently geographically concentrated through our various subsidiaries, and we may not gain acceptance or be able to replicate our business strategies successfully outside our current markets, all of which may place us at a competitive disadvantage and limit our growth opportunities. We currently operate hospitals primarily in Singapore, Malaysia and Turkey, which accounted for an aggregate of substantially all of our revenue on a pro forma basis for the year ended 31 December 2011 and the three months ended 31 March 2012, respectively. This concentration increases the risk that, should adverse economic, regulatory, competitive or other developments occur within these countries, our business and financial results may be adversely affected. Moreover, our performance at our existing hospitals will depend in part on our ability to attract patients from regions outside Singapore, Malaysia and Turkey. 89
5. RISK FACTORS (cont’d) In addition, our plans to expand beyond our current markets are sUbject to various challenges, including those relating to our lack of familiarity with the cuitures and economic conditions of these new regions and our lack of brand recognition and reputation in such regions. We are also currently at various stages of negotiations, including in some cases, following the signing of non­binding memoranda of understanding, with a number of other parties to assume HMAs and acquire greenfield sites for hospitals and healthcare facilities outside our current markets. We may not be successful in operating such hospitals and healthcare facilities. Further, if one or more of these hospitals or healthcare facilities were to join our network, it may be more difficult for us to integrate them or capitalise on our existing brand equity with respect to these hospitals and healthcare facilities as our experience of operating outside Singapore, Malaysia, Turkey, the PRC, India and the other countries in which we currently operate is limited. If we are not successful in expanding our network, our business, financial condition, results of operations and prospects may be materially and adversely affected. (x) Our revenue is dependent on the provision of inpatient treatments, ancillary services and outpatient primary care to individual patients, corporate clients and government clients who opt for private healthcare services, alJ of which could decline due to a variety offactors. Our primary source of revenue is from inpatient treatments. Growth in inpatient income and increasing or maintaining occupancy rates at our hospitals is highly dependent on brand recognition, wider acceptance in the communities in which we operate, our ability to attract and retain well-known and respected doctors, our ability to offer desired and efficient services in the communities in which we operate, and our ability to develop complex treatment practices and compete effectively with other hospitals and clinics. Growth in revenue from inpatient treatments may also be impaired by a decrease in medical travellers. Medical travellers tend to receive more complex treatment and procedures that are higher revenue intensive, which’ results in the average revenue per medical traveller being comparatively higher than the average revenue per inpatient. A decrease in medical travellers may cause a iarger decrease in our revenue from inpatient treatments than a similar decrease in local patients. In addition to inpatient treatments, our revenue is dependent on the provision of ancillary services, such as diagnostic laboratory services, as well as the provision of outpatient primary care, including executive health screening. Our inability to increase revenue from inpatient treatments and complex medical treatments that have high revenue intensity, manage inpatient occupancy, or increase revenue from outpatient primary care and ancillary services, may have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, we are affected by the financial ability and the willingness of individual patients, as well as corporate clients and government clients, to pay for private healthcare services. A slowdown in the economies in which we operate may lead to a decrease in demand for private healthcare servioes as more individual patients may opt for subsidised public healthcare services or treatment from other private healthcare providers that are more price competitive. Corporate clients typically conduct periodic reviews on the level of medical benefits provided to their employees and any changes to these medical benefits may affect the value of our corporate contracts. A decrease in the demand for private healthcare services from individual patients. corporate clients and government clients may have a material adverse effect on our business, financial condition, results of operations and prospects. 5. RISK FACTORS (cont’d) (xi) If we do not receive payment on a timely basis from private healthcare insurers, government-sponsored insurance, corporate clients or individual patients, our business and results of operations could be adversely affected. The primary collection risk of our account receivables relates to the failure by both private and government healthcare insurers, as well as corporate clients, and individual patients to pay us in a timely manner and in full for the services we have provided. It is possible that healthcare insurers and corporate clients may change their reimbursement policies and coverage plans in the future such that the services we have provided to patients are no longer covered. In particular, in Turkey, although SGK-funded patients do not form a substantial part of Acibadem’s patient portiolio, if the SGK agreements are terminated at those of Acibadem’s hospitals with full SGK agreements and Acibadem is not able to replace those full SGK agreements with partial SGK agreements or to transition to only serving patients who are able to pay outside the SGK system, the number of patients who choose to be treated at those hospitals may decrease and the revenue of those hospitals may decrease. In addition, individual patients who do not have healthcare insurance may not be able to pay the full fees for the services they have received. If we do not receive payment on a timely basis from private healthcare insurers, government-sponsored insurance, corporate clients or individual patients, our business, financial condition, results of operations and prospects may be materially and adversely affected. (xii) Compliance with applicable safety, health, environmental and other governmental regulations may be costly and adversely affect our competitive position and results ofoperations. We are subject to national and iocallaws, rules and regulations in Singapore, Malaysia, Turkey, the PRC, India and the other countries in which we operate governing, among other things: • the conduct of our operations;
• additions to facilities and services;
• the adequacy of medical care;
• the quality of medical facilities, equipment and services;
• the purchase of medications and pharmaceutical drugs;
• the noise pollution, discharge of pollutants to air and water and handling and disposal of bio-medical, radioactive and other hazardous waste;
• the qualifications of medical and support personnel;
• the confidentiality, maintenance and security issues associated with health-related information and medical records; and
• the screening, stabilisation and transfer of patients who have emergency medical conditions.

5. RISK FACTORS (cont’d) (xiii) Safety, health and environmental laws and regulations in Singapore, Malaysia, Turkey, the PRC, India and the other countries in which we operate are stringent and it is possible that they will become significantly more stringent in the future, If we are held to be in violation of such regulatory requirements, including conditions in the permits required for our operations, by courts or governmental agencies, we may have to pay fines, modify, suspend or discontinue our operations, incur additional operating costs or make capital expenditures, Our employees may also be faced with criminal charges in some instances, Any public interest or class action legal proceedings related to such safety, health or environmental matters could also result in the imposition of financial or other obligations on us, Any such costs may have a material adverse effect on our business, financial condition, results of operations and prospects, Lease costs for our Singapore hospitals will rise, Which could adversely affect our business. Save for Mount Elizabeth Novena Hospitai, we lease all of the hospitais we operate in Singapore from PUfe REIT, Under the terms of the leases, the rent payable for each of these Singapore hospitals is the higher of (i) the aggregate of a base rent and a variable rent which is tied to 3,8% of the hospital’s adjusted revenue for the relevant financial year; and (ii) the total rent paid in the immediate preceding year, adjusted for any growth in the Singapore consumer price index (“Singapore CPI”) plus 1,0% of such total rent paid in the immediate preceding year, A growth in the Singapore CPI will therefore result in an increase in the rents payable in respect of the Singapore hospitals leased from PUfe REIT. There is no assurance that such increases in rent will not have an adverse impact on our business, financial condition, results of operations and prospects may be materially and adversely affected, Our leases from PUfe REIT have terms of 15 years commencing from the date on which PUfe REIT was listed on the SGX-ST in 2007, The leases will expire in 2022, with an option to extend them for a further term of 15 years upon the expiry of the initial term by giving a written notice, However, PUfe REIT may terminate the leases early in the event of any breach of the terms of lease, including delay in payment of annual rent, usage of the property other than for the purpose for which it was allotted, or transfer or assignment of land without prior consent of the lessor, If any of these leases is terminated or expires and is not renewed, we may be unable to continue operations at the hospital located at the site, in addition to disruption to our business operations, we could lose our investments located on the leased sites, which may have a material adverse effect on our business, financial condition, results of operations and prospects, For the year ended 31 December 2011, the revenue attributable to the hospitals leased from PUfe REIT accounted for approximately 27,3% of the total revenue of our Group, Please refer to Annexure H of this Prospectus under Details of our material properties for further details on the lease terms of the Singapore hospitals which are leased from PUfe REIT. 92
5. RISK FACTORS (cont’d) (xiv) We have been and could become the subject of or perceived to be associated with governmental investigations, claims and litigation, as well as medical malpractice litigation brought by patients. Healthcare companies are subject to numerous investigations by various governmental agencies and claims and litigation by patients. Certain of our individual facilities have received, and other facilities may receive, government inquiries from, and may be sUbject to investigations by, national, provincial and municipal agencies. Governmental agencies and their agents, such as the Ministry of Health in each of Singapore, Malaysia and Turkey, as weli as the SGK in Turkey, conduct audits of our heaithcare operations. Private payers may conduct similar post-payment audits, and we also perform internal audits and monitoring. Should we be found to be non­compliant with any of these iaws, regulations or programmes, depending on the nature of the findings, we may face penalties, suspension of operations or even revocation of operating licenses, which may materialiy and adversely affect our business, our financial condition, results of operations and prospects. In addition, with the advent of new technologies and modalities of treatment, the amount of medical malpractice litigation brought by patients has increased across the industry. Such medical malpractice litigation is typically brought against the patient’s doctor and may also seek to include as a defendant the hospital at which treatment was given. Due to the fact that we treat complex medical conditions at our hospitals, such as living-related iiver and kidney transplants, cancer and heart and vascular issues, which do not have  guaranteed positive  outcomes,  we  are  exposed  to  such  medical  malpractice litigation.  Since  many  of  our  doctors  in  Singapore  and  Malaysia  are  independent
medical practitioners, we are unable to control their practice even though we may be held responsible for their actions by a court. We may not be able to withdraw our credentials granted to a doctor who is repeatedly sued by his or her patients absent a finding or other similar action by the local medical association or other relevant regUlatory authority. Further, even if our hospitals are not involved in such medical malpractice litigation, the reputation of our hospitals may be adversely affected by our association with the doctor involved In the medical malpractice litigation. If such medical malpractice litigation is not decided in our or the doctor’s favour, our business, financial position, results of operations and prospects may be rnaterially and adversely affected. 5. RISK FACTORS (cont’d) (xv) Rapid technological advances, technological failures and other challenges related to our medical equipment and information technology systems could adversely affect our business. We use sophisticated and expensive medical equipment in our hospitals to provide services, including devices required for complex treatment procedures, such as the TomoTherapy Hi Art system in Mount Elizabeth Hospital, an advanced integrated cancer treatment system in Acibadem Kozyatagi Hospital and Acibadem Maslak Hospital, and the da Vinci robotic surgical system in Mount Elizabeth Hospital, Acibadem Mas/ak Hospitai, Acibadem Kadikoy Hospital and Acibadem Bakirkoy Hospital. Medical equipment often needs to be upgraded frequently as innovation can rapidly make existing equipment obsolete. Replacement, upgrading or maintenance of equipment may involve significant costs. in addition, because of the high costs of medical equipment, we may nof maintain back-up equipment, and, therefore, if such equipment is damaged or breaks down, our ability to provide the relevant services to our patients may be impaired. If we are unable to keep up with technological advances, our doctors and patients may turn to other hospitals which have more advanced equipment and our competitive edge will be reduced, which may have a material adverse effect on our business, financial condition, results of operations and prospects. Our information technology systems are a critical part of our business and internal control and management systems, and help us manage clinical systems, medical records and inventory. We also rely on our information technology systems to practice telepathology, where our doctors examine laboratory specimens via advanced video conferencing arrangements. Any technical failures associated with our information technoiogy systems, including those caused by power failures and computer viruses and other unauthorised tampering, may cause interruptions in our ability to provide services to our patients. Also, if our information technology systems are not upgraded as needed, we may not be able to adequately manage our clinical systems, medical records and inventory. In addition, we may be SUbject to liability as the result of any theft or misuse of personal information stored on our systems. In Singapore, regulations governing the operation of private hospitals and medicai clinics require licensees of a private hospital, medical clinic or healthcare establishment to keep and maintain proper medical records. In this regard, such licensees are required to take all reasonable steps, including implementing such processes as are necessary, to ensure that such medical records are accurate, complete and up-to-date and to implement adequate safeguards (whether administrative, technical or physical) to protect the medical records against accidentai or unlawful loss, modification or destruction, or unauthorised access, disclosure, copying, use or modification. Any contravention of these reguiations would render the person committing the offence liable on conviction to a fine or imprisonment. In Malaysia, regulations governing private healthcare facilities require such heaithcare facilities to maintain an appropriate patient medical records system and to be responsible for safeguarding the information on the patients’ medical records against ioss, tampering or use by unauthorised persons. Any contravention of these regulations would render the person committing the offence liable on conviction to a fine or imprisonment. In Turkey, if healthcare providers are held to have breached their obligation to ensure the confidentiality of patient treatment and patient’s personal information, they may have to pay compensation to the patient and face criminal liability claims. 5. RISK FACTORS (cont’d) (xvi) (xvii) The information technology systems of our key subsidiaries, namely PPL, Acibadem Holding and IMU Health, are not fully integrated at a Group level and if we are unable to successfully integrate the information technology systems across our Group or if there are any technical failures of the systems while doing so, the intended operating efficiency of our Group’s information technology systems may not be realised and our business, financial condition, results of operations and prospects may be materially and adversely affected. Some of our employees are unionised, and we may be subject to labour activism, unrest, slowdowns and increased wage costs and may be unable to maintain satisfactory labour relations. As at 31 March 2012, we have more than 24,000 personnel (not including independent medical practitioners), of which approximately 1,300 were members of labour unions in Singapore and Malaysia. As at the LPD, none of our employees in Turkey belong to labour unions. Singapore and Malaysia have labour legislation that protects the interests of workers, including legislation that sets forth detailed procedures for the estabiishment of unions, dispute resolution and the termination of empioyees, and legislation that imposes certain financial obligations on employers upon the retrenchment of employees, subject to certain conditions under the relevant legislation. We are also party to legal proceedings in a number of labour matters pending in various courts. Any significant increase in such labour related disputes could adversely affect our reputation amongst our current and future employees. If more of our personnel unionise, it may become difficult for us to maintain flexibie labour policies, and may increase our costs and have a materiai adverse effect on our business, financial condition, results of operations and prospects. Challenges that affect the healthcare industry may also have an effect on our operations. We are impacted by the challenges currently facing the health care industry. We believe that the key ongoing industry-wide challenges are providing high quality patient care in a competitive environment and managing costs. In addition, our business, financial condition, results of operations and prospects may be affected by other factors that affect the entire industry, including us, such as: • technological and pharmaceutical improvements that increase the cost of providing, or reduce the demand for, healthcare:
• general economic and business conditions at local, regional, national and international levels;
• demographic changes;
• an increase in the threat of terrorism or armed conflicts and the occurrence of natural and man-made disasters that affect travel security or the global economy couid reduce the volume of medical travellers;
• improvements in the level of quality of healthcare services in neighbouring countries that may affect the stream of medical travellers coming to our hospitals;
• changes in the suppiy distribution chain or other factors that increase the cost of supplies;

5. RISK FACTORS (cont’d) • stricter regulations governing protection of sensitive or confidential patient information from unauthorised disclosure;
• stricter regulations governing the purchase of medications and pharmaceutical drugs, which are highly regulated: and
• reputational and potential financial risk to our hospital operations caused by the independent actions of doctors, including the prices they charge patients for their services.

In partiCUlar, the patient volumes and operating income at our hospitals are sUbject to economic and seasonai variations caused by a number of factors, including, but not limited to: • unemployment levels;
• the cultural and business environment of local communities and in the home countries of medical travellers;
• the number of uninsured and underlnsured patients in local

communities; • seasonal cycles of illness; • climate and weather conditions; and
• recruitment, retention and attrition of physicians and other medical staff, including nurses and pharmacists.

Any failure by us to effectively manage these challenges may have a material adverse effect on our business, financial condition, results of operations and prospects. 5.1.3 Our education business (i) We are subject to approval and licensing from various ministries in order to recruit students, operate our university and colleges and to award degrees and diplomas. Authorisations from certain licensing agencies or ministries are required to recruit students, operate schools and grant degrees and diplomas. The MOHEM and the relevant regulatory bodies in Malaysia limit the number of students in new programmes in the first year of student Intake until such programmes are fully accredited. It also requires compliance with the stipulated faculty to student ratio for each programme. If we are unable to meet the standards and requirements set by such agencies or ministries or if such standards and requirements change, we could be required to cease offering the programmes that do not meet such standards and requirements or we could be denied the ability to Increase SUbsequent Intakes of students from the number of students limited initially, which could have a material adverse effect on our business, financial condition, results of operations and prospects. As at the LPD, we had successfully met such standards and reqUirements where required. I CompanyNo.: 90191:f’.1j 5. RISK FACTORS (cont’d) IMU, Pantai College and Parkway College have been visited as required by law for accreditation by the MOHEM and the relevant regulatory authorities in Malaysia and the Singapore Ministry of Education, respectively, and, as at the LPD, the authorities had continued to grant their respective approvals for the degree-and diploma-granting operations at all three institutions. in addition, graduates’ degrees and diplomas must be recognised by the relevant agencies or ministries in order for them to be employed in their professions. IMU continues to develop new programmes as part of its growth. As new programmes are launched, they are not yet fully accredited and operate initially under provisional accreditation. Full accreditation is carried out just prior to the graduation of the first cohort of students. if these programmes do not meet all the necessary standards and requirements to become fully accredited, IMU may have to suspend or cease offering such programmes, which may have a material adverse effect on our reputation, business, financial condition, results of operations and prospects. (ii) IMU may not be able to maintain existing relationships with its partner universities, which could lower our enrolment levels and adversely affectits business. IMU currently has partnerships with a network of 37 universities globally. Based on the current enrolment for its medical and dental programmes, up to approximately 60.0% of its students select the transfer option. Piease refer to Section 8.2.7 of this Prospectus under International Medical University. The partner universities have contracts with IMU for the transfer of students, but it is a non-exclusive relationship and the partner universities have no obligation to continue the relationship. Some partner universities have concurrent relationships with other private institutions in Malaysia in medical and other health related programmes. if these other private institutions begin to offer similar programmes to compete with IMU or, upon the expiration of the contract with IMU, the partner universities may freeiy transfer their relationships to such private institutions. The quality of IMU’s students that transfer to partner universities is a very important consideration in the continuing relationship with its partner universities. If the academic performance of IMU’s students declines, IMU’s relationships with its partner universities may be affected, resulting in their refusal to accept transfer students from IMU. In this situation, it may also be more difficult for IMU to renew its contracts with its partner universities. Further, IMU limits its partnerships to globally renowned universities, so it may not be able to increase the number of partner universities due to the limited number of such renowned medical universities globally. Currently, IMU’s partner universities are located in the United Kingdom, Australia, New Zealand, Ireland, North America and China. If government policy in these countries with regard to international transfer students changes, the partner schools may be required to reduce or eliminate the number of transfer opportunities currently availabie to IMU’s students. For example, some of our partner universities in Canada were required by government poiicy in 2003 to 2004 to decrease or eliminate the transfer opportunities they offered to international students. One of the main attractions of the transfer option is the opportunity for post-graduate training and empioyment in the country of the partner universities. Any changes to government policies relating to employment of non-citizens will also affect demand for the transfer option. As the transfer option contributes significantly to IMU’s revenue, any factor that decreases such demand, inciuding if IMU is unable to maintain existing relationships with its partner universities, may materially and adverseiy affect our reputation, business, financial condition, results of operations and prospects. 97 5. RISK FACTORS (cont’d) (iii) Our performance depends on our ability to recruit and retain high quality faculty and other education professionals as well as high quality students. The Success of IMU, Pantai College and Parkway College depends in part on the number and quality of the faculty and other education professionals, Ali of IMU’s faculty have employment contracts with terms ranging from three to five years, In addition, as at the LPD, approximately 42,3% of IMU’s faculty were expatriates, If they decide or are required by government policies to leave or are attracted back to their countries of origin or to other countries, IMU may not be abie to hire sufficient numbers of qualified faculty to meet the stipulated staff to student ratio required by the MOHEM or hire the requisite quality of facuity to maintain its quality of education, The ability to recruit and retain local faculty is aiso chaiienging in an increasingly competitive landscape, as the remuneration and benefits in the public sector from where iMU draws many of its local senior faculty have improved significantly, The proliferation of educational institutions offering medicai and health related programmes has further contributed to the acute shortage of quaiified faculty, IMU also depends on the quality of the research carried out at its faciiities and resulting pUblications to attract and retain faculty, education professionals and students. Well-funded, quality research publications that have a high impact factor and are quoted by experts in the field contribute to the reputation of iMU. If IMU is unable to provide adequate resources for research or if it fails to produce quality research and publications, it may not be able to attract and retain its faculty and other education professionals and its students and as a result, our business, financial condition, results of operations and prospects may be materially and adversely affected. (iv) Some of our students depend on student financial aid and loans for a portion of the payment of our tuition fees, a reduction of which could affect our enrolment level and ability to collect full tuition. students attending IMU, Panta; COiiege and Parkway Coiiege finance their education through a combination of family contributions, individual resources, financial aid and ioans (including IMU-provided scholarships), tuition reimbursement from their employers (including PPL) and private foundations as weii as funding from public sources. Government-sponsored financial aid and ioans are of great importance to iMU. As at 31 December 2011, such aids and loans contributed 51,0% to IMU’s total tuition fee revenue. As at 31 December 2011, 36.0% of the tuition fees was funded by the National Higher Education Fund, an agency under the purview of the MOHEM. The government-sponsored financial aid and loans in which many of the students at IMU, Pantai College and Parkway Coiiege participate, inclUding the National Higher Education Fund in Malaysia, are subject to policy and bUdgetary considerations. For example, the Malaysian government may review the eligibility criteria or the amount of loans being made available to students for the grant of study loans under the National Higher Education Fund from time to time. There is no assurance that government funding for the financial aid programmes in which the students participate will be maintained at current levels, or will not be revised or removed entirely. In addition, if there is a revocation of recognition of any of the programmes that IMU, Pantai Coiiege and Parkway Coiiege offer, students under such programmes will no longer be eligible for government-provided study loans, including the National Higher Education Fund. 98
5. RISK FACTORS (conl’d) A reduction in funding levels to financial aid or loans programmes could resuit in lower enroiments. Furthermore, the programmes offered by IMU, Pantai College and Parkway College are designed to be completed within particular timeframes of generaliy three to five years. As a result, the effect of a decline in student enrolment in a year for a particular programme would persist for the remaining years of such programme due to the recurring nature of education revenue. A decline in student enrolment may have a material adverse effect on our business, financial condition, results of operations and prospects. (v) If IMU experiences delays or other problems in implementing new programmes, or continuing to implement its existing programmes, our growth, business, financial condition, results of operations and prospects may be materially and adversely affected. IMU’s growth strategy depends on its ability to expand, improve and augment its programmes. In 2010, IMU launched new programmes in chiropractic and Chinese medicine, and is continuously developing other healthcare programmes, some of which may be realised in the future and which may be material. For example, IMU intends to introduce two new programmes in 2012. The number of attractive expansion opportunities may be iimited, and may require the estabiishment of expensive teaching facilities, for which IMU may be unable to secure the necessary financing to implement expansion projects. In addition, IMU depends on access to a network of MOH Malaysia hospitals in Wilayah Persekutuan Kuala Lumpur, Selangor, Negeri Sembilan and Johor where it provides training for students in its medical, dental, pharmacy, nursing, nutrition and dietetics and biomedical sciences programmes. Should the MOH Malaysian change its policy with regard to the ability of private institutions to access and use its hospitals as teaching hospitals, and IMU is unable to find equivalent replacements for its students and programs, IMU’s growth and our business, financial condition, results of operations and prospects may be materially and adversely affected. Any new programmes that IMU undertakes could be subject to a number of risks. IMU may face challenges in recruiting students for new programmes due to the fact that the profession being taught may not be well known locally, as was the case initially for the chiropractic programme. Any new or re­positioned clinicai facilities for such programmes will require significant managerial and financial resources. The costs and time required to integrate such new teaching facilities with IMU’s existing operations could Cause the interruption of, or a loss of momentum in, the activities of such teaching facilities. All of these factors may have a material adverse effect on IMU’s growth and on our business, financial condition, results of operations and prospects. [Company No.: 901914-V 5. RISK FACTORS (cont’d) 5.2 Risks ~elated to our countries of operation (i) We are subject to political, economic and social developments as well as the laws, regulations and licensing requirements in Singapore, Malaysia, Turkey, the PRe, India and the other countries in which we operate. Political. economic. social and legal developments Our business, prospects, financial condition and results of operations may be adversely affected by political, economic, social and legal developments that are beyond our control in Singapore, Malaysia, Turkey, the PRC, India and the other countries in which we operate. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, expropriation or nullification of contracts, changes in interest rates, rates of economic growth, fiscal and monetary policies of governments, infiatlon, defiation, methods of taxation and tax policy, unemployment trends, and other matters that infiuence consumer confidence, spending and tourism (inciuding medical travellers’ frequency of travel and destination of choice). Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency and magnitude. Negative developments in the socio-political environment in Singapore, Malaysia, Turkey, the PRC, India or the other countries in which we operate, including the secession of member states from the European Union, may adversely affect our business, financial condition, results of operations and prospects. In addition, changes in tax laws or other regUlations or actions taken by the government in countries in which we operate to partially or wholly nationalise our Company or our operating assets may have a material adverse effect on our business, financial condition, results of operations and prospects. Licences. approvals and permits Our business operations require that we obtain a number of regulatory licenses, approvals and permits. In addition, we may expand our business to cities and provinces in which we do not currently operate. Accordingly, we will continue to seek to acquire the relevant licenses, approvals and permits at the municipal, provincial and/or ministry levels of Singapore, Maiaysia, Turkey, the PRC, India and the other countries in which we operate. Except as described below, we have acquired the relevant licenses, approvals and permits at the municipal, prOVincial and/or ministry levels of Singapore, Malaysia, Turkey, the PRC, India and the other countries in which we operate. We cannot assure investors, that upon expiration of the licenses, approval or permits under which our operations operate, we will be able to successfully renew them in a timely manner or at all, or that the renewal of such licenses will not be attached with conditions Which we may find difficult to comply with, or that if the relevant authorities enact new iaws and reguiations, we wilt be able to successfully meet their requirements. Healthcare legisiation in Singapore, Malaysia, Turkey, the PRC, India and the other countries in which we operate also set forth certain restrictions, which may include restrictions on ownership, obtaining new licenses, capacity expansion and personnel transfers which may have materiai effects on our hospitais’ operations. The PRC In the PRC, our Chengdu Medical Centre in Chengdu has been in operation under our subsidiary, Chengdu Rui Rong, since February 2008, but we only acquired a medical operations license for the medicai centre on 17 December 2010 and a business licence on 9 May 2011. However, as to the period from February 2008 until May 2011 we may be fined by governrnent regulators in the PRC for having operated the medical centre without the requisite valid license. 5. RISK FACTORS (cont’d) In January 2008, Parkway gave its in-principle approval to set up the medical centre on the basis that a Sino-foreign joint venture license would be applied for at the same time. The medical centre had previously operated out of a temporary space at Chengdu First Peoples’ Hospital and the stand-alone medical centre was subsequently completed in October 2008. Parkway and the Chengdu Health Bureau subsequently signed a memorandum of understanding in February 2009, which allowed Parkway to provide medical services under the auspices of the Chengdu Hospital of Integrated Traditional and Western Medicine from January 2009 until December 2009. During such period, Parkway may secure a local PRC partner with which to set up a legal entity. Parkway was not able to secure such a suitable local partner and, subsequently, set up Shanghai Shu Kang, an entity whose shares are held through contractual arrangements by two of our employees in the PRC, after which we were able to procure licences for the medical centre. If we are fined for such delay, our business, financial condition, results of operations and prospects may be materially and adversely affected. Certain cities in India require prior approval for the purchase, construction and expansion of healthcare facilities. The failure to obtain any required approval or the failure to maintain a required licence could impair our abiiity to operate or expand our operations in India. For example, Gieneagles Khubchandani Hospital has applied for the renewal of an approval from the relevant authorities required for its development activities. Please refer to note (16) under Properties leased I tenanted by our Group in Annexure H of this Prospectus for further details of approvals which have not been received by Gleneagies Khubchandani Hospital. If we do not receive such approvais, the expected date of commencement of operations of the hospitals may be delayed. Moreover, if any of our other operating licences, registrations, clearances or approvals are not renewed, we may be unabie to offer certain of our services, fined by government regulators in India for not obtaining the necessary clearances, licences, registration and other approvals and renewals required or may be required to discontinue our operations at one or more hospitals in India, and this may have a material adverse effect on our business, financial condition, results of operations and prospects. (The rest of this page is intentionally left’blank) 101 5. RISK FACTORS (cont’d)
Consistent with market practice in Turkey, as at the LPD, Acibadem owned, directly and indirectly, a majority interest in eight of its nine outpatient clinics (as at the LPD, Taiga Saglik, which is the license owner of Levent Medical Centre, is not a subsidiary of Acibadem. For further information, please refer to note (1) of the table setting forth certain information about Acibadem’s outpatient clinics as at the LPD in Section 8.2.6 of this Prospectus), and is in the process of acquiring a 65.0% interest in a tenth outpatient clinic. In order to operate in Turkey, medical centres and policlinlcs are required to obtain and maintain certain authorisations, permits and licences pursuant to applicable regulations. The failure to obtain or maintain such authorisations, permits and licenses or any other violation of the applicable regulations may result in revocation of the licenses. For instance, the Turkish Clinic Regulation requires all the ultimate shareholders of the holders of licenses for medicai centres and outpatient clinic to be doctors, with effect from 9 March 2000. Each of the nine outpatient clinics owned by Acibadem holds a compliance certificate, which is the operation certificate for outpatient clinics that commenced operations before 2008. In addition, medical centres and policlinics that commenced their operations prior to 2008 may be required to conduct certain improvement works (such as lighting of examination rooms, inclusion of changing rooms, widening of corridors and improvement of patient waiting rooms and restrooms) for which the approval of MOH Turkey shall be obtained before 31 December 2013 in order to maintain the compliance certificate. Such improvements have yet to be implemented in the Acibadem .outpatient clinics. Surgical operation licenses and surgical operation responsible doctor licenses are also required for commencing such operations. These permits are issued for an indefinite term and remain valid unless the operation certificate or surgical operation license is revoked and the medical centre’s relationship with the responsible doctor is terminated. Failure to maintain any of the licences or comply with Turkish healtheare regulations as discussed above may result in a suspension of the relevant activities. In case of such event, we may apply for the conversion of such medical centres and outpatient clinics into hospitals as permitted by relevant regulations. Please refer to Annexure A of this Prospectus for further details of healthcare and other regulations in Turkey applicable to us and our business.. The total share of revenue, PAT and assets of the outpatient clinics which do not comply with the Turkish Clinic Regulation as a percentage of Acibadem Holding’s consolidated revenue, PAT and assets for the financial year ended 31 December 2011 is approximateiy 4.6%, -3.7% and 1.7% respectively, and as a percentage of Acibadem Holding’s consolidated revenue, PAT and assets for the three months ended 31 March 2012 is approximately 4.3%, 2.6% and 1.7% respectively. Although, as at the LPD, none of our subsidiaries in Turkey that operate outpatient clinics had received any negative notification from MOH Turkey, there can be no assurance that the relevant Turkish government agencies will not pursue a stricter path in the implementation of these healthcare regulations. Further, changes in existing laws or regulations or their enforcement or application could adversely affect our business. Additionally, the MOH Turkey has the authority to revoke operation licences of the hospitals in the case of an inability to recommence hospital operations for a prolonged time where hospital operations have been suspended, either by the authorities or its operator. if government agencies stop issuing licenses, take away our existing licenses for hospitals, medical centres and clinics or schools or issue penalties varying from administrative fines to temporary or permanent suspension, we may have to cease or change our operations. For example, MOH Turkey has suspended operations of certain hospitals within the last few years, usually for a period of 10 days as a result of such hospitals charging patients for emergency healthcare, which is required to be free under Turkish reguiations. None of these were Acibadem hospitals as at the LPD. 102 5. RISK FACTORS (cont’d) The MOH Turkey inspects compliance of the outpatient clinics with the Turkish Clinic Regulation, mainly in respect of their (i) operations (e.g. sharehoiding structure, employment of minimum number of health personnel and responsible manager, compliance of the iicense, etc); (ii) service units (e.g. hygienic conditions, conditions of treatment rooms, medical equipment, etc); and (iii) buildings and other facilities (e.g. if there are any ancillary buildings .where treatment services provided without a permit or whether there has been any material amendments made without approval, compliance of elevators and generators, etc). Apart from the overall inspections at the outpatient clinics, the MOH Turkey may aiso carry out specific inspections in laboratories or (if any) surgical operation units of an outpatient clinic. If the MOH Turkey detects any incom pliance during its inspections, the relevant outpatient clinic will be provided with a cure period to restitute such non-compliance and if it cannot be restituted within the cure period, the operations of the relevant outpatient clinic may be suspended temporarily or permanently. Each outpatient clinic will be inspected and evaluated separately and a sanction imposed to an outpatient clinic does not affect the status of the other outpatient clinics within a group of companies. In order to comply with Turkish laws and regulations, we keep a record of all laws, regulations and respective amendments that require our action, such as making announcements to all hospital directors, managers, chief medical directorate and chief physicians. Our employees are also trained on the relevant Turkish laws and regulations through our internal education programmes. We employ a SGK Coordination Management team which is dedicated to follow and advise us on SGK regulatory issues. If any of the Group’s branches receives notice that .it may be in violation of Turkish laws or regulation, the medical directorate, the SGK Coordination Management team, and our legal department will investigate that matter and wiil prepare an appropriate action plan. In addition, from time to time, we interact closely with the MOH Turkey and SGK senior bureaucrats, as well as the authorities of certain hospital foundations in Turkey, through oral and written communications to provide our recommendations based on our experience. Further, we may expand to other countries or cities where we do not possess the same level of familiarity with the regulatory and business environment. We cannot assure investors that we will be able to obtain the relevant approvals and permits or that, once obtained, our experience in our established locations will be fully relevant in the new locations. Any failure to obtain regulatory approvals and pennits in a timely manner and any unforeseen difficulties arising from the unfamiliar locations may have a material adverse effect on our business, financial condition, results of operations and prospects. (ii) The recurrence and spread of epidemics or large-scale medical emergencies may have an adverse impact on our business. The recurrence and spread of epidemics or other communicable diseases may affect our operations as well as the operations of our suppliers. In the event that any of the employees in our premises or facilities, or those of our suppliers, are infected with any communicable diseases, we or our suppliers may be required to temporarily shut down our or our suppliers’ premises and facilities to prevent the spread of the diseases. In addition, with regard to our Singapore hospitals, it may be possible that the Singapore government will invoke its powers under the Requisition of Resources Act to take control of all Singapore hospitals in a time of emergency. Similarly, in Malaysia, the government may, through regulations made by the Supreme Ruler of Malaysia, take possession, control, forfeit or dispose any property if deemed necessary to secure public safety. In Turkey, under general administrative laws, the government may expropriate the premises of third parties through an administrative decision if public safety or public interest is concerned. In addition, the recurrence and spread of epidemics or other communicable diseases could cause a decline in travel, including for the purpose of seeking medical treatment. 103 5. RISK FACTORS (cont’d) Further, in the event that any of our employees are infected or suspected to be infected with any communicabie diseases, we may also be required to quarantine some of our employees and shut down part of our operations to prevent the spread of the diseases. This would restrict our ability to operate our existing businesses and, where such affected empioyees are critical to our ongoing deveiopment projects, result in delays in the completion of such projects. The restrictions on our ability to travel and deploy personnel across our businesses could damage our reputation, and may, as a result, lead to loss of business and affect our ability to attract new business. An outbreak of any communicable disease may therefore have a materiai adverse effect on our business, financial condition, results of operations and prospects. (iii) Certain of our businesses are conducted through joint ventures. We have investments in joint venture companies formed to develop, own and operate hospitals and health care facilities in the PRC, India and Brunei. Aithough we have historically maintained a certain level of control over these projects through ownership of a controlling interest or management in order to impose established financial control, management and supervisory techniques, property investment and deveiopment in the PRC, India and Brunei may often involve the participation of local partners, and joint ventures in the PRC, India and Brunei may involve special risks or problems associated with joint venture partners, inciuding, among other things, reputational issues, inconsistent business interests or one or more of the partners experiencing financial difficulties and exposing us to credit risk. Should such problems occur in the future, they may have a material adverse effect on our business, financial condition, results of operations and prospects. (iv) If the PRC government determines that the agreements that establish the structure for operating our business otherwise do not comply with applicable PRC laws, rules and regulations. we could be subject to penalties. We are incorporated in Maiaysla, whilst PPL Is incorporated in Singapore, and thus are treated as a foreign legal person under PRC laws. Pursuant to the Interim Measures for the Administration of Sino-Foreign Equity and Cooperative Joint Venture Medical Institutions, effective on 1 July 2000 (“Joint Venture Medical Institutions Measures”), we are not permitted to hold more than 70.0% equity interests In medical institutions. Two of our domestic medical clinics in the PRC, namely Chengdu Rui Rong and Shanghai Rui Pu, are owned through Shanghai Shu Kang. Shanghai Shu Kang is holding 100.0% of the equity interests in Chengdu Rui Rang and 30.0% of the equity interests in Shanghai Rui Pu. The remaining 70.0% equity interests in Shanghai Rui Pu is held by Shanghai International Trust Co., Ltd. (“SIT”) on behalf of Shanghai Rui Xin. Please refer to Section 5.2(vi) of this Prospectus for further details. Shanghai Shu Kang is an investment vehicle that is owned by two individuals each holding 50.0% of the equity interests in Shanghai Shu Kang on behalf of Parkway Shanghai by conciuding a series of contracts. For FYE 31 December 2011, Chengdu Rui Rong accounted for 0.1 % of the combined total assets and 0.1% of the combined total revenue of our Group. For FYE 31 December 2011, Shanghai Rui Pu accounted for 0.1% of the combined total assets and 0.5% of the combined total revenue of our Group. As at and for FYE 31 December 2011, Shanghai Shu Kang, Chengdu Rui Rang and Shanghai Rui Pu together accounted for approximately 0.3% of the combined total assets and 0.5% of the total revenue of our Group. 5. RISK FACTORS (cont’d) We consolidate Shanghai Shu Kang, Chengdu Rui Rong and Shanghai Rui Pu as subsidiaries in accordance with MFRS 127 and lAS 27, Consolidated Financial Statements, where a subsidiary is defined as an entity controlled by another entity. We have been and are expected to continue to be dependent on these entities to operate the clinics and healthcare businesses of Chengdu Rui Rong and Shanghai Rui Pu in the PRC and we sUbstantially control the operations, and receive corresponding economic benefits and bear their economic risks through our contractual arrangements with regard to such entities. In addition, we manage Shanghai Hui Xing Jin Pu (which is wholly-owned by Shanghai Hui Xing, through certain contractual arrangements with the parent company of Shanghai Hui Xing. As we do not regard ourselves as having control over Shanghai Hui Xing Jin Pu and Shanghai Hui Xing for the purposes of MFRS 127 and lAS 27, we do not account for or consolidate either Shanghai Hui Xing Jin Pu or Shanghai Hui Xing as subsidiaries or as part of our Group’s consolidated assets. We also do not account for any part of the revenues earned by Shanghai Hui Xing Jin Pu or Shanghai Hui Xing. The revenue contribution of Shanghai Hui Xing Jin Pu or Shanghai Hui Xing to our Group revenue is in the form of management fees payable by Shanghai Hui Xing Jin Pu or Shanghai Hui Xing to our Group. As at and for FYE 31 December 2011, the management fees paid by Shanghai Hui Xing Jin Pu and Shanghai Hui Xing together accounted for approximately 0.02% of the total revenue of our Group. However, there are uncertainties regarding the interpretation and application of the Company Law, Sino-Foreign Equity Joint Venture Enterprise Law, Sino-Foreign Cooperative Joint Venture Enterprise Law, the Joint Venture Medical Institutions Measures, the 2011 Revision of the Catalogue of Industries for Guiding Foreign Investment in the PRC, the Circular on Strengthening the Administration of Review and Approval for Sino-Foreign Equity Joint Medical Institutions and Sino-Foreign Cooperative Joint Medical Institutions, the Circular on Adjustments to the Examination and Approval Authority over Sino-Foreign Equity or Cooperative Joint Venture Medical Institutions, impiementation Opinions on Certain Issues Concerning the Application of Laws on the Approval and Registration Administration for Foreign­Invested Companies to the validity and enforcement of the contractual arrangements described above (the “Contractual Arrangements”). We cannot assure you that the PRC regUlatory authorities will not determine that our Contractual Arrangements violate PRC laws, rules or regulations. Please refer to Annexure A(lV) of this Prospectus for further details of the PRC regulatory requirements. If we, any of the entities referred to above (together, the “PRe Operating Entities”) or any of their current or future subsidiaries are found to be in violation of any eXisting or future PRC laws or regulations, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, inclUding: • invalidating our Contractual Arrangements;
• revoking the business licenses of the relevant PRC Operating Entities;
• discontinuing or restricting the conduct of any transactions among our PRC Operating Entities;
• imposing fines, confiscating the income of the PRC Operating Entities or our income, or imposing other requirements with which we or our PRC Operating Entities may not be able to comply;
• requiring us or our PRC Operating Entities to restructure our ownership structure or operations; or

105 5. RISK FACTORS (cont’d) • restricting or prohibiting our use of the proceeds of this Global Offering to finance the business and operations of the PRC Operating Entities. The imposition of any of these penalties could result in a material and adverse effect on our business, financial condition, results of operations and prospects. In any event, for future clinics and hospitals in the PRC, the Group does not intend to enter in similar holding structures and arrangements as those entered into for the PRC Operating Entities referred to above. We understand from our legal adviser as to PRC law, King & Wood Mallesons Lawyers, that 2011 Revision of the Catalogue of Industries for Guiding Foreign Investment in the PRC removes “healthcare” from restricted industries category and it is now falling into the permitted category. We further understand from King & Wood Mallesons Lawyers, that on November of 2010, the PRC State Council, National Development and Reform Commission, and Ministry of Health and other PRC ministries jointly issued the Opinions on Encouraging and Guiding non-State-owned Capitals to Establish Medical Institutions (“Circular 58”), which encourages foreign investment in the PRC healthcare industry and intends to relieve foreign investment shareholding restriction. Although Circular 58 is in place, relevant implementation rules have not been promulgated in the municipals in which we operate. There can be no assurance as to when such implementation can be effected. (v) We rely on contractual arrangements with the PRC Operating Entities in the PRC and their shareholders for our business operations, which may not be as effective in providing operational control or enabling us to derive economic benefits compared to ownership of controlling equity interests. To the extent we mentioned above, we rely on and expect to continue to rely on Contractual Arrangements with the PRC Operating Entities (as defined in the previous risk factor) in the PRC to operate our clinics and healthcare businesses held by the PRC Operating Entities. However, these Contractual Arrangements, even regarded as valid by the PRC authorities, may not be as effective in providing us with control over the PRC Operating Entities as ownership that would have provided us with control over. or enabling us to receive economic benefits from the operations of, the PRC Operating Entities. If we had direct ownership of the PRC Operating Entities, we would be able to receive economic benefits from the operations of the PRC Operating Entities by causing them to declare and pay dividends. However, under our Contractual Arrangements with the PRC Operating Entities, we are only entitled to exercise our contractual rights (instead of rights as a shareholder). Although the Contractual Arrangements cannot be terminated unilaterally by the relevant counterparties according to the Contractual Arrangements, if any of the PRC Operating Entities or any of their shareholders fails to perform its, his or her respective obligations under the Contractual Arrangements, we may have to incur substantial costs and resources to enforce such arrangements, and rely on legal remedies available under PRC laws, including claiming monetary damages, which we cannot assure you will be effective. For example, if shareholders of a PRC Operating Entity were to refuse to transfer their equity interests in such PRC Operating Entity to us or our designated persons as provided in the option agreement which forms part of the Contractual Arrangements, we may have to take a legal action to compel them to fulfill their contractual obligations by specific performance, which is in practice extremely difficult, if possible at all. 5. RISK FACTORS (cant’d) If (i) the applicable PRC authorities invalidate these Contractual Arrangements for violation of PRC laws, rules and regulations; (ii) the shareholders of any PRC Operating Entities terminate or purport to terminate the Contractual Arrangements; or (iii) any PRC Operating Entities or its shareholders fail to perform their obligations under the Contractual Arrangements, our business operations in the PRC could be adversely and materially affected. Further, if we, having regard to the costs and/or risks associated with the Contractual Arrangements under the then prevailing regulatory requirements, do not renew or fail to renew (upon the extension of the operation period under the business license of any PRC Operating Entity) the Contractual Arrangements upon their expiration, we would not be able to continue our business operations of the PRC Operating Entities through Shanghai Shu Kang. In addition, if Shanghai Shu Kang or all or part of its assets or properties become subject to iiens or rights of third-party creditors, we may be unable to continue some or all of its business activities, which could materially and adversely affect its business, financial condition and results of operations. If Shanghai Shu Kang undergoes a voluntary or involuntary liquidation proceeding, its shareholders or unrelated third-party creditors may claim rights to some or all of these assets; this may hinder our ability to operate the PRC Operating Entities through Shanghai Shu Kang, which, in turn, could materially and adversely affect our business, financial condition, results of operations and prospects. (vi) We may face risks arising from certain trust arrangements. Each of Shanghai Rui Hong and Shanghai Rui Xin has entered into a trust arrangement with SIT, respectively, pursuant to which (i) SiT holds a 98% equity interest in ShanghaiRui Xiang on behalf of Shanghai Rui Hong; (ii) SIT holds a 70% equity interests in Shanghai Rui Pu on behalf of Shanghai Rui Xln; and (iii) the equity interests held by SIT shall be transferred back to Shanghai Rui Hong or, as the case may be, Shanghai Rui Xin if the trust contracts are terminated or expired. in addition, Shanghai Rui Hong has entered into an entrust contract with Shanghai international Group Assets Management Co., Ltd (“SIGAM”), which entrusted SIGAM to make investment into Shanghai Rui Xiang and to hold 2.0% equity interest in Shanghai Rui Xiang on behalf of Shanghai Rui Hong. We treat Shanghai Rui Xiang as a sUbsidiary for the purposes of MFRS 127 and lAS 27. For FYE 31 December 2011, Shanghai Rui Xiang accounted for 0.1 % of the combined total assets and 0.4% of the combined totai revenue of our Group. Pursuant to the Joint Venture Medical Institutions Measures in PRC, no Sino-foreign equity or cooperative joint venture medical institution may be permitted to establish a branch or subsidiary. As each of Shanghai Rui Hong and Shanghai Rui Xin is a joint venture medical institution, neither of them can hold equity interests in other medical institutions. There is no assurance that the PRC authorities may not interpret such trust arrangements or entrust contract as circumventions of PRC law and in doing so, invalidate these trust arrangements. In addition, if the trustees or nominee, SiT and/or SIGAM, fail to perform their fiduciary obligations and if we are unable to exercise our rights under the trust arrangements, our business operations in Shanghai Rui Xiang or Shanghai Rui Pu may be adversely and materially affected. 107 5. RISK FACTORS (cont’d) The above trust arrangements with SIT have expired, as of June 2011. As at the LPD, these trust arrangements have not been renewed as SIT wish to discontinue their provision of trustee services. We are in the process of arranging for SIT and SIGAM to transfer the equity interests in Shanghai Rui Xiang and Shanghai Rui Pu held by them on behalf of Shanghai Rui Hong and Shanghai Rui Xin, to potential third party purchasers or Shanghai Shu Kang. It is currently envisaged that the said transfers of the PRC clinics mentioned will be effected by way of a sale to a third party purchaser and shall be made in accordance with applicable PRC laws and regulations. In the Interim, we understand from our legal advisers in the PRC, King & Wood Mallesons Lawyers, that by operation of PRC trusts law, the trust relationship will be deemed to survive even upon the expiry of the trust contracts, and that SIT cannot dispose of the equity interests that they hold in the public market or liquidate Shanghai Rui Xiang and Shanghai Rui Pu at their sole discretion according to the trust arrangement. However since neither Shanghai Rui Hong nor Shanghai Rui Xin is permitted to hold the equity interests of other medical institutions, Shanghai Rui Hong and Shanghai Rui Xin may be required to instruct SIT and SIGAM to sell such equity interests to a designated entity. However, such transfer shall be subject to certain PRC procedures which may be outside our control and may cause us to lose our interests in Shanghai Rui Xiang and Shanghai Rui Pu. (vii) We conduct our business in a heavily regulated industry. The operation of our network of centres is subject to various laws and regUlations issued by a number of government agencies at the nationai, regional and iocallevels. Such rules and regulations relate mainly to the procurement of large medical equipment,’ the pricing of medical services, the operation of radiotherapy and diagnostic imaging equipment, the licensing and operation of medical institutions, the licensing of medical staff and the prohibition on non-profit civilian medical institutions from entering into cooperation agreements with third parties to set up for-profit centres that are not independent legal entities. Our growth prospects may be constrained by such rules and regulations, particularly those relating to the procurement of large medical equipment. Please refer to Annexure A of this Prospectus under Summary of healthcare and other regUlations in Singapore, Malaysia, Turkey, PRC and India for a discussion of the regulations applicable to us and our business. Also, for a detailed discussion of the specific reguiatory risks we face, please refer to Section 5.2 of this Prospectus under Risks related to our countries of operation. If we or our clinics partners fail to comply with such applicable laws and regulations, we could be required to make significant changes to our business and operations or suffer fines or penalties, including the potential loss of our business licenses, the suspension from use of our medical equipment, and the suspension or cessation of operations at centres in our network. In addition, many of the agreements we have entered into with our clinics partners prOVide for termination in the event of major government policy changes that cause the agreements to become inexecutable. Our clinics partners may invoke such termination right to our disadvantage. The occurrence of such events may materially and adversely affect our business, financial condition, results of operations and prospects. 108
5. RISK FACTORS (cont’d) 5.3 Risks related to our Global Offering (i) There has been no prior market for our Shares. Prior to this Global Offering, there has not been a public market for our Shares. We cannot predict the extent to which investor interest in our Company will lead to the development of a trading market on Bursa Securities or the SGX-ST or otherwise or how active and liquid that market may become. If an active and liquid trading market does not develop, you may have difficulty selling any of our Shares that you purchase. The IPO price for the Shares was determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market foliowing this Global Offering. The market price of our Shares may decline below the IPO price, and you may not be able to sell our Shares at or above the price you paid in this Global Offering, or at all. Neither we nor the Promoter, Selling Shareholder, Over-Allotment Option Provider, Principal Adviser, Managing Underwriter, Joint Underwriters, Sole Coordinator and Joint Bookrunners for the MITI Tranche, Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers, Co­Lead Managers, Singapore Issue Managers and Singapore Underwriters have an obligation to make a market for our Shares. We have received the approval of Bursa Securities and a letter of eligibility from the SGX-ST for the listing of and quotation for our entire share capital on the Main Market of Bursa Securities and the Main Board of the SGX-ST. It is expected that the trading of our Shares will commence about 10 Market Days after the closing of the Malaysian Public Offering. We cannot assure you that there will be no event or occurrence that will have an adverse impact on the securities markets, our industry or us during this period that would adversely affect the market price of our Shares when they begin trading. We also cannot assure you that the commencement of trading of our Shares on the Main Market of Bursa Securities and the Main Board of the SGX-ST will not be delayed. (The rest of this page is intentionally left blank) 5. RISK FACTORS (cont’d) (ii) You will incur immediate and substantial dilution and may experience further dilution in the NA attributable to the Shares you purchase in this Global Offering. Prior investors have paid substantially less per share of our Shares than the price in this Global Offering. The Retail Price of our Shares is higher than the pro forma NA as at 31 March 2012 attributable to the Shares based on the enlarged issued and paid­up share capital upon Listing. Based on our NA value as at 31 March 2012 and pursuant to the Public Issue and Offer for Sale by us at Retail Price of RM2.85 per Share and SGD1.18 per Share, if you purchase our Shares in this Global Offering, you will pay more for your Shares than the amounts paid by our existing shareholders for their Shares and you will suffer immediate dilution of approximately RMO.81 per Share or SGDO.33 per share, as the case may be in NA terms. In addition to the 11,898,305 LTIP units and 149,000,000 EPP options which have already been granted and were still outstanding as at 31 December 2011, an additional 11,975,230 LTIP units were granted between 1 January 2012 and 31 March 2012 and were still outstanding. A total of 19,718,880 LTIP units and 149,000,000 EPP options may remain outstanding as at the Listing (excluding the maximum of 3,786,299 LTIP units that may be vested and surrendered for conversion into new Shares prior to Listing and the 368,356 LTIP units that were granted to employees who have resigned between 1 January and 31 March 2012) which conversion and exercise prices are below the Retail Price, and likely below the Final Retail Price and Institutional Price. We also have a large number of outstanding share options under the Aydinlar Option and Bagan Lalang Option, each for up to between 203,681,288 and 305,521,933 IPO Shares, to subscribe for our Shares with exercise prices that may be below the Retail Price of our Shares. To the extent that these options are exercised, you will experience further dilution. Please refer to Sections 4.7, 15.1 and 15.4 of this Prospectus, under Dilution, and Share capital, and Employee Share Schemes respectively. (iii) The price of our Shares may change significantly fol/owing the Global Offering, and you could lose aI/ orpart of your investment as a result. We and the Managing Underwriter, Joint Underwriters for the Malaysia Public Offering and the Singapore Issue Managers and Singapore Underwriters for the Singapore Offering will negotiate to determine the Retail Price. You may not be able to resell your shares at or above Retail Price due to a number of factors such as those listed in Section 5 of this Prospectus under Risks related to our business, our countries of operation and our Global Offering, and the following, some of which are beyond our control: • quarterly variations In our results of operations;
• results of operations that vary from the expectations of securities analysts and

investors; • results of operations that vary from those of our competitors;
• changes in expectations as to our future financial performance, including financial estimates by research analysts and investors;
• a change in research analysts’ recommendations;
• announcements by us or our competitors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;
• announcements by third parties or governmental entities of significant claims or proceedings against us;
• new laws and governmental regulations applicable to the healthcare industry;

110 5. RISK FACTORS (cont’d) • a default under the agreements governing our indebtedness;
• future sales or intended sales of our Shares by us, our Promoter, Directors, executives and substantial sharehoiders; and
• changes in domestic and international market, economic and political conditions and regionally in our markets.

Any broad market and industry fluctuations may adversely affect the market price of our Shares, regardless of our actuai operating performance. In the past, following periods of market volatility, shareholders have instituted securities class action litigation in certain markets. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation. (Iv) The sale or possible sale of a substantial number of our Shares by our substantial shareholders or the Cornerstone Investors in the public market following the Global Offering could materially and adversely affect the price of our Shares. The market price of our Shares could decline as a result of future sales of substantial amounts of our Shares or other securities relating to our Shares in the public market, or the issuance of new Shares, or the perception that such sales or Issuances may occur. Future sales, or perceived sales, of substantial amounts of our Shares could also materially and adversely affect our ability to raise capital in the future at a time and at a price favourable to us. In addition, our shareholders would experience dilution in their holdings upon issuance or sale of additional securities in the future. If additional funds are raised through the issuance of new equity or equity-linked securities of our Company other than on a pro rata basis to existing shareholders, the percentage ownership of such shareholders in our Company may be reduced. After compietion of the Global Offering, Pulau Memutlk, MBK Healthcare and Abraaj 44 will each hold 47.78%, 20.48% and nil% respectively. The Shares will be tradable on the Main Market of Bursa Securities and the Main Board of the SGX-ST, without restriction, following listing. Under the arrangement described in Section 4.10 of this Prospectus for lock-up arrangements (the “Lock-up Arrangements”), the transfer of our Shares by Pulau Memutik, MBK Healthcare and Cornerstone Investors (together the “Lock-up Parties”) will be restricted for a period from the date of the Listinglo the date falling 180 days or six months, as the case may be after the Listing Date, subject to certain exceptions. In addition, the holdings in our Shares by our Promoter, Pulau Memutik, is also subject to a moratorium of six months from the date of Listing as described in Section 10.2 of this Prospectus under Moratorium on our shares. If, in the limited circumstances permitted under the Lock-up Arrangements during this period or upon the expiration of the Lock-up Arrangements or the moratorium, any one or more of the Lock-up Parties sells or is perceived as intending to sell a substantial amount of Shares, the market price for our Shares could be materially and adversely affected. 111 5. RISK FACTORS (cont’d) (v) We cannot assure you that we will declare and distribute any amount of dividends in the future. Our Company has not paid dividends in the past. We intend to adopt a policy of active capital management and propose to pay dividends out of cash generated by our operation after taking into account a number of factors, including our results of operations, financial condition, the payments by our subsidiaries of cash dividends or other distributions to us, our future prospects and capital investments, any restrictive covenants that we are obligated to observe, where applicable, avaiiable reserves of our subsidiaries, and other factors that our Directors may consider important. Our ability to pay dividends is also subject to our having sufficient distributable reserves. In the case that we do not pay cash dividends on our Shares, you may not receive any return on an investment in our Shares unless you sell our Shares for a price greater than that which you paid for it. (vi) There may be a delay or failure in the trading of our Shares. The occurrence of certain events, inciuding the following, may cause a delay in or the termination of our listing: • we are unable to meet the minimum public spread requirements as determined by Bursa Securities, i.e. having at least 20.0% of our issued and paid-up Shares in the hands of at least 1,000 public shareholders worldwide holding at ieast 100 Shares each at the point of Listing;
• we are not able to obtain the approval of Bursa Securities or the SGX-ST for the Listing for whatever reason;
• the SC issues a stop order pursuant to Section 245 of the CMSA in respect of the Shares in Malaysia;
• the MAS issues a stop order pursuant to Section 242 of the Securities and Futures Act in respect of the Shares in Singapore;
• the identified investors in this Global Offering faii to subscribe for the portion of the Shares allocated to them; or
• the Managing Underwriter, Joint Underwriters, Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers and Co-Lead Managers exercising their rights pursuant to the Malaysia Underwriting Agreement, Singapore Offer Agreement, Singapore Placement Agreement or Institutional Placement Agreement, as the case may be, to discharge themseives from their obligations thereunder.

In the event of a termination of our listing, you will not receive any Shares and, under Malaysian law and Singapore law, we and the Seiling Sharehoider will be liable to return in full all moneys paid in respect of any application for the Shares. Where the SC or the MAS issues a stop order pursuant to Section 245 of the CMSA or Section 242 of the Securities and Futures Act, and (i) in the case where the Shares have not been issued and/or transferred to the applicants, the applications for the Shares pursuant to this Giobal Offering shall be deemed to have been withdrawn and cancelled and we and the Selling Shareholder, will have to pay to the applicants all monies the applicants have paid on account of their appiications for the Shares; or (ii) in the case where the Shares have been issued and/or transferred to the applicants, the issue and/or sale of the Shares shall be deemed void and we and the Selling Sharehoider wiil have to pay to the applicants all monies paid by them for the Shares. 112 5. RISK FACTORS (cont’d) (vii) There is no seamless trading platform between Bursa Securities and the SGX· ST. There is no seamless trading platform between Bursa Securities and the SGX-ST. Shares traded on Bursa Securities will be settled by book-entry settlement through the CDS, which will be effected in accordance with the rules of Bursa Depository and the provisions of the SICDA. Shares traded on the SGX-ST will be settled by book­entry settlement through the COP, which will be effected in accordance with the terms and conditions for the operation of securities accounts with the COP, as amended from time to time. Therefore, there are two different sets of rules which will govern the trading and settlement of our Shares depending on which stock exchange the Shares are traded on, which may result in our Shares having different prices per share and settlement deadlines even when they are traded at the same time on each stock exchange, In addition, there may be a time lag during the transmission of our Shares from one exchange to the other. Shareholders whose Shares are listed on the SGX-ST and who wish to trade their Shares on Bursa Securities or vice versa must follow the procedures for the transfer of the Shares between Bursa Securities and the SGX-ST to facilitate the trade, This process would involve the transfer of Shares from a CDS account with a Malaysian ADAiADM (as defined in the Rules of Bursa Depository) and COP’s CDS account, which is maintained with its EAN in Malaysia and vice versa, which may take at least one Market Day (the “Transfer Period”). During the Transfer Period, while the Shares are transferred, shareholders seeking to trade their Shares will not be able to take advantage of arbitrage opportunities arising from any difference between the price of our Shares on each of Bursa Securities and the SGX­ST. In addition, although the Shares are fUlly fungible between Bursa Securities and the SGX-ST, there is no assurance that the exchanges will not impose restrictions on your ability to transfer your Shares in the future. (viii) Negative market conditions on one market on which our Shares are listed may affect the price of our Shares on the other market. As our Shares will be listed and quoted on Bursa Securities and the SGX-ST after completion of the Global Offering and upon Listing, prices of our Shares will be affected by general market conditions on Bursa Securities, in addition to general market conditions of the SGX-ST. There is no assurance that any negative market conditions on SGX-ST will not affect the price of our Shares listed and quoted on Bursa Securities and vice versa. In addition, there may be occasions when our Shares may trade on one market while the other market is closed for trading. If there are negative trading conditions on the market which is open for trading and the price of our Shares on this market declines during trading hours, investors who hold our Shares on the other market which is closed for trading will not have the opportunity to sell their Shares during the period when the price of our Shares on the other market is declining. 113 5. RISK FACTORS (cont’d) (ix) Our substantial shareholders will continue to hold a majority of our Shares after the Global Offering and can therefore determine the outcome of any shareholder voting. Upon the completion of the Global Offering, our substantial shareholders, namely Pulau Memutik, MBK Healthcare and Abraaj 44, will hold approximately 47.78%, 20.48% and nil%, respectively, of our issued and paid-up share capital and voting rights. No assurance can be given that the objectives of our substantial shareholders, as shareholders, will not conflict with the business goals and objectives of our Company or our other shareholders, or that they may not deter or delay a future take­over of our Company. As a substantial shareholder of our Company, other than in respect of certain votes regarding matters in which it Is an interested party and must therefore abstain from voting as required by Bursa Securities, the substantial shareholders may be able to control the approval of all, if not most corporate matters requiring a shareholder resolution under the Malaysian Companies Act or the Listing Requirements without the approval of other shareholders of our Company. (x) We may invest or spend the proceeds of this Global Offering in ways in which you may not agree. We intend to use the proceeds from this Global Offering for repayment of certain bank borrowings, working capital and general corporate purposes and listing expenses. We do not currently have definite and specific commitments for the entire proceeds from this Global Offering, and our current intentions may not materialise and may be prohibited. As a result of the number and variability of factors that determine our use of the proceeds of the Global Offering, the actual uses may vary substantially from our current intentions. In such event, as we have broad discretion in the way we invest or spend the proceeds of the Global Offering, there can be no assurance that we will invest or spend the proceeds in ways with which you agree or which you believe will have the most beneficial effect on our profitability. (xi) There are foreign exchange regulations in Malaysia. There are foreign exchange policies in Maiaysia which support the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of BNM which is the central bank of Malaysia. The foreign exchange policies monitor and regUlate both residents and non-residents. Under the current Exchange Control Notices of Malaysia and Foreign Exchange Administration Policies issued by BNM, non-residents are free to repatriate any amount of funds in Malaysia at any time, including capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, SUbject to the applicable reporting requirements, and any withholding tax. In the event BNM introduces any restrictions in the future, we may be affected in our ability to repatriate dividends or distributions from our Malaysian subsidiaries and our Company. (xii) Certain judgments may not be enforceable against our Company in Singapore, Malaysia, Turkey, the PRC, India andotherjurisdictions in which we operate. Our Company and our subsidiaries are incorporated under the laws of Singapore, Malaysia, Turkey, the PRC, India and the other countries in which we operate in. Substantially all of the officers and the majority of the Directors of our Company are residents of Singapore, Malaysia, Turkey, the PRC and India, and all or a substantial portion of the assets of our Company and such persons are located in Singapore, Malaysia, Turkey, the PRC and India. 114 5. RISK FACTORS (cont’d) As a result, investors in our Company may not be able to: • effect service of process by serving a legal notice or summons to respond to proceeding before the court or any tribunal upon our foreign subsidiaries within Malaysia; or
• enforce against our foreign subsidiaries judgments obtained in Malaysia, including judgments predicated upon the iaws of jurisdictions other than Singapore, Malaysia, Turkey, the PRC, India and the other countries in which we operate.

A judgment by a Maiaysian court, unless impeachable for iack of jurisdiction or fraud (which may be either fraud on the party in whose favour the judgment is given or fraud on the part of the court pronouncing the judgment) or on the ground that its enforcement would be contrary to public policy, or on the ground that the proceedings in which the judgment was obtained were opposed to natural justice, may be enforced by an action or counterclaim in Singapore, Malaysia, Turkey, the PRC, India and the other countries in which we operate in for the amount due under it if the judgment is for a debt or definite sum of money (not being a sum payable in respect of taxes or other charges of a like nature or in respect of a fine or other penalty) and final and conclusive, but not otherwise. (xiii) Exchange rate fluctuations may adversely affect the value of our Shares and any dividend distribution. Our Shares will be quoted in RM On the Main Market of Bursa Securities and in SGD on the SGX-ST. Dividends, if any, with respect to our Shares will be declared in RM and converted to SGD for payment in relation to Shares which are listed on the SGX­ST. Fluctuations in the exchange rates between the RM and the SGD will affect, among other things, the value of the dividends to be received in SGD by investors of our Shares in Singapore. Whilst an investor who sells our Shares on the Main Market of Bursa Securities and converts the proceeds from the sale of the Shares to a currency other than RM will be subject to fluctuations in exchange rates between the converted currency and RM. Similarly, an investor who sells our Shares on Main Board of SGX-ST and converts the proceeds from the sale of the Shares to a currency other than SGD will be subject to fluctuations in exchange rates between the converted currency and SGD. Please refer to Section 12.17 of this Prospectus under Dividend policy and Section 12.14 of this Prospectus under Exchange rates. (xiv) CDP depositors whose names appear in the Depository Registry maintained by the CDP will not be recognised as members of our Company and will have a limited ability to attend general meetings. Under the Malaysian Companies Act, depositors whose names appear in the Record of Depositors maintained by the CDP are not members of our Company. In Malaysia, as our Shares are proposed for quotation on Bursa Securities, such Shares must be described as shares reqUired to be deposited with Bursa Depository and the share certificate in respect of any such deposited security shall be issued in the name of, and delivered to Bursa Depository or its nominee. Share certificates will not be issued to the depositors whose name appears in the Record of Depositors maintained by Bursa Depository. Under the Malaysian Companies Act, only persons whose names are entered into the register of the company are members with rights to attend and vote at general meetings. However, the SICDA prOVides that depositors whose name appears in the Record of Depositors maintained by Bursa Depository in respect of our Shares traded on Bursa Securities shall be deemed to be members of our Company and shall be entitled to all rights, benefits, powers and privileges and be subject to all liabilities, duties and obligations in respect of, or arising from, such Shares. 5. RISK FACTORS (cont’d) As we are also dual listed on the SGX-ST, CDP has appointed an EAN in Malaysia to hold Shares which are listed and traded on the SGX-ST for depositors. No share certificate will be issued to the depositors whose name appears in the Depository Registry maintained by the CDP and such CDP depositor will not be deemed to be a member under the Malaysian Companies Act. Under Malaysian law and our Articles of Association, CDP’s EAN in Malaysia shall be our shareholder in respect of the Shares registered in its name, rather than CDP or the persons named as direct securities account holders and CDP depository agents in the Depository Registry maintained by CDP. As such, CDP depositors and CDP depository agents holding Shares through the CDP system may only be accorded such rights as may be accorded to CDP by CDP’s EAN in Malaysia and which CDP may make available in accordance with the terms and conditions for the operation of securities accounts with CDP, and the terms and conditions for CDP to act as depository for foreign securities as amended from time to time. Accordingly, investors who hoid Shares through the CDP system will not be able to attend such sharehoiders’ meetings in their own names. CDP has made arrangements for its EAN in Malaysia to split the votes of Shares held through the CDP system and to appoint CDP depositors who wish to attend and vote at generai meetings of our Company as proxies in accordance with Malaysian law and our Articles of Associations. Investors that desire to personally attend Shareholders’ meetings and exercise their voting rights under their names with regard to Shares that are credited to their Securities Account with CDP, will be required to transfer their Shares out of the CDP System in Singapore into the Bursa Depository system in Malaysia at their own costs. . (xv) Information contained in the forward-looking statements included in this Prospectus is subject to inherent uncertainties and you should not rely on any of them. This Prospectus contains statements that constitute “forward-looking” statements, inciuding, without limitation, those in relation to our financial condition, business strategies, prospects, plans and objectives for future operations. These forward­looking statements involve known and unknown risks, uncertainties and other facts which may cause our actual results, performance, profitability, achievements or industry results to differ materially from those expressed or impiied by such forward­looking statements. These forward-iooking statements are based on numerous assumptions regarding our present and future business strategies and the environment in which we wiil operate in the future. You shouid not place undue reiiance on any such forward-looking statements. In addition, their inclusion in this Prospectus shall not be regarded as a representation or warranty by our Company, the Promoter, the Selling Shareholder, Over-Allotment Option Provider and the advisers that the pians and objectives of our Group wiil be achieved. 116

 

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