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THE INNOVATIVE F&B PEOPLE

THE INNOVATIVE F&B PEOPLE

THE INNOVATIVE F&B

PROSPECTUS DATED 18 AUGUST 2003 (registered by the Monetary Authority of Singapore on 18 August 2003) This document is important. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, or other professional adviser. We have made an application to the Singapore Exchange Securities Trading Limited (“SGX-ST”) for permission to deal in and for quotation of all the ordinary shares of $0.04 each (the “Shares”) in the capital of Apex-Pal International Ltd. (the “Company”) already issued, the new Shares which are the subject of this Invitation (the “New Shares”) and the Shares which may be issued upon the exercise of the options to be granted under the Apex-Pal Employee Share Option Scheme (the “Option Shares”). Such permission will be granted when we have been admitted to the Official List of The Stock Exchange of Singapore Dealing and Automated Quotation System (“SGX-SESDAQ”). The dealing in and quotation of the Shares will be in Singapore dollars. Acceptance of applications will be conditional upon, inter alia, permission being granted to deal in, and for quotation of, all of the issued Shares, the New Shares and the Option Shares. If the completion of the Invitation does not occur because the SGX-ST’s permission is not granted or if the Monetary Authority of Singapore (the “Authority”) refuses to register this Prospectus or for any other reasons, moneys paid in respect of any application accepted will be returned to you at your own risk, without interest or any share of revenue or other benefit arising therefrom and you will not have any claims whatsoever against us or the Manager. The SGX-ST assumes no responsibility for the correctness of any of the statements or opinions made or reports contained in this Prospectus. Admission to the Official List of the SGX-SESDAQ is not to be taken as an indication of the merits of the Invitation, our Company, our Shares, the New Shares or the Option Shares. A copy of this Prospectus has been lodged with and registered by the Authority. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act (Cap. 289) of Singapore, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of our Shares, the New Shares or the Option Shares, as the case may be, being offered or in respect of which an invitation is made, for investment. Investing in our Shares involves risks which are described in the section entitled “RISK FACTORS” beginning on page 22 of this Prospectus. No Shares will be allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus. We have not lodged or registered this Prospectus in any other jurisdiction. THE INNOVATIVE F&B PEOPLE (Incorporated in the Republic of Singapore on 2 July 1996) Invitation in respect of 16,500,000 New Shares of $0.04 each, comprising: (i) 800,000 Offer Shares at $0.26 for each Offer Share by way of public offer; and (ii) 15,700,000 Placement Shares by way of placement, comprising: (a) 12,550,000 Placement Shares at $0.26 for each Placement Share; (b) 1,500,000 Internet Placement Shares at $0.26 for each Internet Placement Share reserved for applications through the IPO website www.ePublicOffer.com; and (c) 1,650,000 Reserved Shares at $0.26 for each Reserved Share reserved for our Non-executive Director, employees, customers, suppliers and persons who have contributed to the success of our Company, payable in full on application. Manager SBI E2-Capital Pte Ltd Joint Lead Placement Agents and Underwriters SBI E2-Capital Securities Pte Ltd UOB Kay Hian Private Limited Sub-Placement Agents Nomura Singapore Limited The Bank of East Asia, Limited

  • Page 2 and 3: WHO WE ARE Our Company was incorpor
  • Page 4 and 5: CHINA • THAILAND • SINGAPORE
  • Page 6 and 7: CORPORATE HEADQUARTERS Apex-Pal Int
  • Page 8 and 9: TABLE OF CONTENTS - Our Suppliers .
  • Page 10 and 11: CORPORATE INFORMATION BOARD OF DIRE
  • Page 12 and 13: DEFINITIONS In this Prospectus and
  • Page 14 and 15: DEFINITIONS “FY” : Financial ye
  • Page 16 and 17: DEFINITIONS “Shareholders” : Re
  • Page 18 and 19: SELLING RESTRICTIONS This Prospectu
  • Page 20 and 21: DETAILS OF THE INVITATION This Pros
  • Page 22 and 23: PROSPECTUS SUMMARY This summary hig
  • Page 24 and 25: THE INVITATION Size : The 16,500,00
  • Page 26 and 27: PLAN OF DISTRIBUTION An applicant w
  • Page 28 and 29: PLAN OF DISTRIBUTION Other than our
  • Page 30 and 31: ISSUE STATISTICS Issue Price to Cas
  • Page 32 and 33: RISK FACTORS overseas markets was d
  • Page 34 and 35: RISK FACTORS Our nature of business
  • Page 36 and 37: RISK FACTORS We may be subject to p
  • Page 38 and 39: USE OF PROCEEDS The net proceeds fr
  • Page 40 and 41: SELECTED FINANCIAL INFORMATION FINA
  • Page 42 and 43: REVIEW OF PAST OPERATING PERFORMANC
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    LIQUIDITY AND CAPITAL RESOURCES The

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    DIVIDEND POLICY Our Company has pai

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    CAPITALISATION AND INDEBTEDNESS You

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    DILUTION Dilution is the amount by

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    GENERAL INFORMATION OF OUR COMPANY

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    GENERAL INFORMATION OF OUR COMPANY

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    GENERAL INFORMATION OF OUR COMPANY

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    GENERAL INFORMATION OF OUR COMPANY

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    GENERAL INFORMATION OF OUR COMPANY

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    GENERAL INFORMATION OF OUR COMPANY

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    GENERAL INFORMATION OF OUR COMPANY

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    GENERAL INFORMATION OF OUR COMPANY

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    GENERAL INFORMATION OF OUR COMPANY

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    GENERAL INFORMATION OF OUR COMPANY

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    GENERAL INFORMATION OF OUR COMPANY

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    GENERAL INFORMATION OF OUR COMPANY

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    DIRECTORS, MANAGEMENT AND STAFF DIR

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    DIRECTORS, MANAGEMENT AND STAFF Nam

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    DIRECTORS, MANAGEMENT AND STAFF MAN

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    DIRECTORS, MANAGEMENT AND STAFF REM

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    DIRECTORS, MANAGEMENT AND STAFF SER

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    DIRECTORS, MANAGEMENT AND STAFF APE

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    DIRECTORS, MANAGEMENT AND STAFF (7)

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    DIRECTORS, MANAGEMENT AND STAFF (ii

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    INTERESTED PERSON TRANSACTIONS The

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    INTERESTED PERSON TRANSACTIONS The

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    INTERESTED PERSON TRANSACTIONS (g)

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    INTERESTED PERSON TRANSACTIONS Mr D

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    SHARE CAPITAL As at the date of lod

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    SHARE CAPITAL MORATORIUM To demonst

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    GENERAL AND STATUTORY INFORMATION O

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    GENERAL AND STATUTORY INFORMATION P

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    GENERAL AND STATUTORY INFORMATION 1

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    APPENDIX A - INDEPENDENT AUDITORS

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    APPENDIX A - INDEPENDENT AUDITORS

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    APPENDIX A - INDEPENDENT AUDITORS

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    APPENDIX A - INDEPENDENT AUDITORS

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    APPENDIX A - INDEPENDENT AUDITORS

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    APPENDIX A - INDEPENDENT AUDITORS

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    APPENDIX A - INDEPENDENT AUDITORS

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    APPENDIX A - INDEPENDENT AUDITORS

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    APPENDIX A - INDEPENDENT AUDITORS

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    APPENDIX A - INDEPENDENT AUDITORS

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    APPENDIX A - INDEPENDENT AUDITORS

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    APPENDIX B - TAXATION Stamp Duty Th

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    APPENDIX C - EXCHANGE CONTROLS Any

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    APPENDIX C - EXCHANGE CONTROLS 4. P

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    APPENDIX D - SUMMARY OF THE CONSTIT

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    APPENDIX E - RULES OF THE APEX-PAL

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    APPENDIX E - RULES OF THE APEX-PAL

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    APPENDIX E - RULES OF THE APEX-PAL

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    APPENDIX E - RULES OF THE APEX-PAL

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    APPENDIX E - RULES OF THE APEX-PAL

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    APPENDIX E - RULES OF THE APEX-PAL

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    APPENDIX E - RULES OF THE APEX-PAL

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    APPENDIX E - RULES OF THE APEX-PAL

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    APPENDIX E - RULES OF THE APEX-PAL

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    APPENDIX F - TERMS AND CONDITIONS A

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    APPENDIX F - TERMS AND CONDITIONS A

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    APPENDIX F - TERMS AND CONDITIONS A

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    APPENDIX F - TERMS AND CONDITIONS A

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    APPENDIX F - TERMS AND CONDITIONS A

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    APPENDIX F - TERMS AND CONDITIONS A

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    APPENDIX F - TERMS AND CONDITIONS A

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    APPENDIX F - TERMS AND CONDITIONS A

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    PLEASE PIN REMITTANCE HERE YOU SHOU

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    PLEASE PIN REMITTANCE HERE YOU SHOU

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    PLEASE PIN REMITTANCE HERE YOU SHOU

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