Pricing Supplement

SUPERLUCK PROPERTIES PTE LTD

(Incorporated with limited liability in Singapore)

S$500,000,000

Secured Multicurrency Medium Term Note Programme

Unconditionally and irrevocably guaranteed by Tuan Sing Holdings Limited

SERIES NO: 001

TRANCHE NO: 001

S$200,000,000 2.80 per cent. Notes Due 2022

Issue Price: 100 per cent.

DBS Bank Ltd.

United Overseas Bank Limited

Principal Paying Agent

Deutsche Bank AG, Singapore Branch

One Raffles Quay, #16-00, South Tower, Singapore 048583

The date of this Pricing Supplement is 16 October 2019.

This Pricing Supplement relates to the Tranche of Notes referred to above.

This Pricing Supplement, under which the Notes described herein (the “Notes”) are issued, is

supplemental to, and should be read in conjunction with, the Information Memorandum dated 13

October 2019 (as revised, supplemented, amended, updated or replaced from time to time, the

“Information Memorandum”) issued in relation to the S$500,000,000 Secured Multicurrency

Medium Term Note Programme of Superluck Properties Pte Ltd (the “Issuer”). Terms defined in the

Information Memorandum have the same meaning in this Pricing Supplement. The Notes will be

issued on the terms of this Pricing Supplement read together with the Information Memorandum.

The Issuer and Tuan Sing Holdings Limited, in its capacity as guarantor (the “Guarantor”), accepts

responsibility for the information contained in this Pricing Supplement which, when read together

with the Information Memorandum, contains all information that is material in the context of the issue

and offering of the Notes and the giving of the Guarantee or the Security under the Notes Security

Documents.

This Pricing Supplement does not constitute, and may not be used for the purposes of, an offer or

solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any

person to whom it is unlawful to make such offer or solicitation, and no action is being taken to

permit an offering of the Notes or the distribution of this Pricing Supplement in any jurisdiction where

such action is required.

Where interest, discount income, prepayment fee, redemption premium or break cost is derived from

any of the Notes by any person who is not resident in Singapore and who carries on any operations in

Singapore through a permanent establishment in Singapore, the tax exemption available for qualifying

debt securities (subject to certain conditions) under the Income Tax Act, Chapter 134 of Singapore (the

“Income Tax Act”) shall not apply if such person acquires such Notes using the funds and profits of

such person’s operations through a permanent establishment in Singapore. Any person whose

interest, discount income, prepayment fee, redemption premium or break cost derived from the Notes

is not exempt from tax (including for the reasons described above) shall include such income in a

return of income made under the Income Tax Act.

There has been no material adverse change, or any development which is likely to lead to a material

adverse change in the financial condition, properties, assets, results of operations or business of the

Issuer, the Guarantor or the Group, taken as a whole since (in the case of the Issuer) 31 December

2018 and (in the case of the Guarantor) 30 June 2019.

Notification under Section 309B of the Securities and Futures Act, Chapter 289 of Singapore:

The Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital

Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice

SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on

Recommendations on Investment Products).

PRIIPs REGULATION - PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are

not intended to be offered, sold or otherwise made available to and should not be offered, sold or

otherwise made available to any retail investor in the European Economic Area (“EEA”). For these

purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in

point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as

amended or superseded, the “Insurance Mediation Directive”), where that customer would not

qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified

investor as defined in Directive 2003/71/EC (as amended or superseded, the “Prospectus

Directive”). Consequently no key information document required by Regulation (EU) No 1286/2014

(as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them

available to retail investors in the EEA has been prepared and therefore offering or selling the Notes

or otherwise making them available to any retail investor in the EEA may be unlawful under the

PRIIPs Regulation.

The terms of the Notes and additional provisions relating to their issue are as follows:

1. Series No.:

001

2. Tranche No.:

001

3. Currency:

Singapore Dollars

4. Principal Amount of Series:

S$200,000,000

5. Principal Amount of Tranche:

S$200,000,000

6. Denomination Amount:

S$250,000

7. Calculation Amount (if different

from Denomination Amount):

Not Applicable

8. Issue Date:

18 October 2019

9. Redemption Amount

(including early redemption):

Denomination Amount

10. Interest Basis: Fixed Rate

11.

Interest Commencement Date:

18 October 2019

12. Interest Coverage Ratio

(Condition 3(b)(i)(1)):

1.1:1

13. Initial Deposit Amount

(Condition 3(b)(i)(aa)):

Applicable

S$5,600,000

For the avoidance of doubt, for

the purposes of the calculation of

the Interest Coverage Ratio for

Condition 3(b)(i)(1), the amount

standing to the credit of the

Interest Coverage Reserve

Account includes the Initial

Deposit Amount.

14. Withdrawal Mechanism

(Condition 3(b)(i)(cc)):

Condition 3(b)(i)(cc) shall be

deleted and substituted with

Annex 1.

15. Fixed Rate Note

(a) Maturity Date:

18 October 2022

(b) Day Count Fraction: Actual/365 (Fixed)

(c) Interest Payment Date(s): Interest on the Notes will be

payable semi-annually in arrear

on the dates falling on 18 April

and 18 October in each year,

commencing on 18 April 2020

(d) Initial Broken Amount:

Not Applicable

(e) Final Broken Amount: Not Applicable

(f) Interest Rate: 2.80 per cent. per annum

16.

Floating Rate Note Not Applicable

17. Variable Rate Note

Not Applicable

18. Hybrid Note

Not Applicable

19.

Zero Coupon Note Not Applicable

20. Issuer’s Redemption Option

Issuer’s Redemption Option Period

(Condition 5(e)):

No

Not Applicable

21. Noteholders’ Redemption Option

Noteholders’ Redemption Option Period

(Condition 5(f)(i)):

No

Not Applicable

22. Issuer’s Purchase Option

Issuer’s Purchase Option Period

(Condition 5(c)):

No

Not Applicable

23. Noteholders’ VRN Purchase Option

Noteholders VRN Purchase Option Period

(Condition 5(d)(i)):

No

Not Applicable

24. Noteholders’ Purchase Option

Noteholders’ Purchase Option Period

(Condition 5(d)(ii)):

No

Not Applicable

25. Redemption for Taxation Reasons

(Condition 5(g)):

Yes

26. Notes to be represented on issue by: Permanent Global Note

27.

Temporary Global Note

exchangeable for Definitive Notes:

No

28.

Temporary Global Note exchangeable for Permanent Global Note:

No

29. Applicable TEFRA exemption: C Rules

30. Listing:

Singapore Exchange Securities

Trading Limited

31. ISIN Code:

SGXF48225332

32. Common Code:

Not Applicable

33. Clearing System(s): The Central Depository (Pte)

Limited

34. Depository: The Central Depository (Pte)

Limited

35. Delivery:

Delivery free of payment

36. Method of issue of Notes:

Syndicated Issue

37. The following Dealer(s) are subscribing for the

Notes:

DBS Bank Ltd.

United Overseas Bank Limited

38.

Stabilising Manager(s) (if any):

Not Applicable

39.

Prohibition of Sales to EEA Retail Investors:

Not Applicable

40. Paying Agent:

Principal Paying Agent

41.

Calculation Agent:

Not Applicable

42.

Date of Calculation Agency Agreement

Not Applicable

43.

The aggregate principal amount of Notes issued

has been translated in Singapore dollars at the rate

of [●] producing a sum of (for Notes not

denominated in Singapore dollars):

Not Applicable

44. Private Bank Rebate/Commission Not Applicable

45. Other terms:

Condition 3(b)(i)(cc) shall be

deleted and substituted with

Annex 1.

Details of any additions or variations to the

terms and conditions of the Notes as set

out in the Information Memorandum:

Condition 3(b)(i)(cc) shall be

deleted and substituted with

Annex 1.

Any additions or variations to the selling

restrictions:

Not Applicable

Annex 1

“(cc) Six Months Pro-Forma Interest

So long as the Interest Coverage Ratio is less than 2:1 (without taking into account any

moneys standing to the credit of the Interest Coverage Reserve Account):

(I) the Issuer and the Guarantor shall procure that the ICRA Provider shall maintain an

amount equivalent to the Six Months Pro-Forma Interest standing to the credit of the

Interest Coverage Reserve Account at all times; and

(II) the Issuer shall, on or prior to a drawdown under Facility B:

(A) deliver to the Notes Trustee and the Notes Security Trustee a Compliance

Certificate stating:

(1) the Total Secured Debt immediately after such drawdown;

(2) the Six Months Pro-Forma Interest immediately after such

drawdown; and

(3) the Top-Up Amount; and

(B) credit, or procure the ICRA Provider to credit, no later than the date of such

drawdown a sum no less than the Top-Up Amount into the Interest

Coverage Reserve Account;

(dd) Withdrawal Mechanism When Interest Coverage Ratio is Less Than 2:1

Upon the repayment or prepayment of any amount under Facility A or Facility B, any amount

standing to the credit of the Interest Coverage Reserve Account may be withdrawn (and, for

the avoidance of doubt, there shall be no limit to the number of withdrawals) provided that

each of the following conditions is satisfied:

(I) no Event of Default is continuing or would result from the proposed withdrawal;

(II) an amount not less than the Six Months Pro-Forma Interest remains standing to the

credit of the Interest Coverage Reserve Account; and

(III) the Issuer shall have delivered to the Notes Trustee and the Notes Security Trustee

prior to the date of the withdrawal a Compliance Certificate signed by a director and

an authorised signatory of the Issuer confirming compliance with the conditions set

out in paragraphs (dd)(I) and (dd)(II) above;

(ee) Withdrawal Mechanism When Interest Coverage Ratio is Not Less Than 2:1

Without prejudice to Condition 3(b)(i)(dd) above, any amount standing to the credit of the

Interest Coverage Reserve Account may be withdrawn following the delivery by the Issuer of

the Compliance Certificate for any Test Period provided that each of the following conditions

is satisfied:

(I) no Event of Default is continuing or would result from the proposed withdrawal;

(II) the Interest Coverage Ratio for that Test Period is not less than 2:1 without taking

into account any moneys standing to the credit of the Interest Coverage Reserve

Account; and

(III) such Compliance Certificate confirms compliance with the conditions set out in

paragraphs (ee)(I) and (ee)(II) above.

(ff) Calculations

(I) the covenant set out in Condition 3(b)(i)(cc)(I) shall be tested on each Test Date by

reference to the Compliance Certificates delivered to the Notes Trustee and the Notes

Security Trustee pursuant to Clause 19.1 of the Notes Trust Deed;

(II) the Interest Coverage Ratio shall be tested on any Test Date by reference to the

financial statements of the Issuer and the Compliance Certificates delivered to the

Notes Trustee and the Notes Security Trustee pursuant to Clauses 19.1 and 19.2 of

the Notes Trust Deed; and

(gg) Definitions

For the purposes of the Conditions:

(I) “Six Months Pro-Forma Interest” means an amount calculated in accordance with

the following formula:

Six Months Pro-Forma Interest = PA x Coupon Rate x 0.5

where:

PA = the aggregate principal amount of the Total Secured Debt at that time; and

Coupon Rate = the Interest Rate for the Series 001 Notes (expressed as a

percentage).

(II) “Top-Up Amount” means an amount required to be credited into the Interest

Coverage Reserve Account to ensure that an amount equivalent to the Six Months

Pro-Forma Interest is standing to the credit of the Interest Coverage Reserve

Account.”