final output

PROSPECTUS DATED 25 November 2000
Application has been made to the Singapore Exchange Securities Trading
Limited (the "SGX-ST") for permission to deal in, and for quotation of, all the
ordinary shares of $0.10 each ("Shares") in the capital of King Wan
Corporation Limited (the "Company") already issued as well as the new
Shares (the "New Shares") which are the subject of this Invitation (as
defined herein). Such permission will be granted when the Company has
been admitted to the Official List of the SGX Sesdaq. Acceptance of
applications will be conditional upon, inter alia, permission being granted
to deal in, and for quotation of, all the issued Shares as well as the New
Shares. Moneys paid in respect of any application accepted will, subject to
applicable laws, be returned, without interest or any share of revenue or
other benefit arising therefrom and at the applicant's own risk, if the said
permission is not granted.
The SGX-ST assumes no responsibility for the correctness of any of the
statements made, opinions expressed 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, the Company, its
subsidiaries or the Shares.
A copy of this Prospectus, together with copies of the Application Forms,
has been lodged with, and registered by, the Registrar of Companies and
Businesses in Singapore who takes no responsibility for its contents.
(Incorporated in the Republic of Singapore on 8 February 2000)
Invitation in respect of 30,000,000 New Shares of par value of
$0.10 each comprising:-
(1) 10,000,000 Offer Shares comprising:-
(2)
(a)
(b)
2,500,000 Offer Shares at $0.20 for each Offer
Share by way of public offer; and
7,500,000 Reserved Shares at $0.20 for each
Reserved Share reserved for our employees,
Directors, business associates and those who have
contributed to the success of our Group; and
20,000,000 Placement Shares at $0.20 for each
Placement Share by way of placement,
payable in full on application.

Our Business
Specialist in providing M&E engineering
services to main contractors in Singapore. Our
wide range of M&E engineering services
include:
•
• ••
• •
Plumbing and sanitary systems
Electrical engineering systems
Fire protection and alarm systems
Air-conditioning and mechanical
ventilation systems
Communications and security systems
Underground pipeline communication
systems
Our ancillary business is to supply, deliver and
service mobile lavatories to main contractors
and event organisers.
Key Investment Highlights
•
•
•
Extensive experience in M&E sector,
completed 180 projects worth over S$320
million between 1977 and September 2000
Able to provide integrated services with
Design-and-Build capabilities
Order book of 38 current contracts in
progress with an approximate aggregate
contract value of S$141 million.
Our Board of Directors

Competitive Strengths
Extensive Experience and Established Track
Record
•
•
•
completed more than 180 M&E projects worth over
S$320 million between 1977 and September 2000
one of few M&E specialists with ISO9002 certification
23 years of M&E engineering experience
Integrated Services Capabilities
•
•
provides a wide range of M&E engineering services
ability to undertake and coordinate the different M&E
engineering services
Strong Design-and-Build capabilities
•
•
•
experienced and dedicated Design-and-Build team of
17 engineers and 13 tradesmen
completed 3 HDB Design-and-Build projects and
2 private Design-and-Build projects
4 HDB and 3 private Design-and-Build projects in
progress
Experienced & Committed Management Team
•
key management team have average of more
than 20 years experience in the industry
Growth Prospects
•
•
•
•
Increase in building construction in the commercial,
industrial and institutional sectors
Increasing trend towards Design-and-Build projects
Increasing demand for more complex M&E services in
the construction of "intelligent premises"
Increasing demand for M&E companies that can
provide integrated services

Growth Strategies
•
•
•
•
Expand our business into non-residential construction sectors
Increase our activity in Design-and-Build projects
Expand services to include Network and Structured Cabling
Focus on residential projects to increase our market share
Our Financial Highlights
Group's Profit Before Tax
Group's Turnover
Our Current Projects
with contract value of more than S$3 million

CORPORATE INFORMATION
BOARD OF DIRECTORS : Chua Kim Hua (Executive Chairman/Managing Director)
Chua Hai Kuey (Executive Director)
Ng Eng Kiong (Non-Executive Director)
Chua Eng Eng (Executive Director)
Goh Chee Wee (Independent Director)
Foo Kok Swee @ Pu Kok Swi (Independent Director)
COMPANY SECRETARY : Eliza Lim Bee Lian, ACIS
REGISTERED OFFICE : 8 Sungei Kadut Loop
Singapore 729455
MANAGER, UNDERWRITER : The Development Bank of Singapore Ltd
AND PLACEMENT AGENT 6 Shenton Way
DBS Building Tower One
Singapore 068809
AUDITORS AND REPORTING : Deloitte & Touche
ACCOUNTANTS Certified Public Accountants
95 South Bridge Road #09-00
Pidemco Centre
Singapore 058717
SOLICITORS TO THE : Shook Lin & Bok
INVITATION 1 Robinson Road #18-00
AIA Tower
Singapore 048542
REGISTRAR AND SHARE : M&C Services Private Limited
TRANSFER OFFICE 138 Robinson Road #17-00
Hong Leong Centre
Singapore 068906
PRINCIPAL BANKERS : Oversea-Chinese Banking Corporation Limited
65 Chulia Street
OCBC Centre
Singapore 049513
Keppel TatLee Bank Limited
10 Hoe Chiang Road #04-00
Keppel Towers
Singapore 089315
CONTACT PARTICULARS : Telephone: (65) 368-4300
Facsimile: (65) 365-7675
Website address: www.kingwan.com
1

DEFINITIONS
In this Prospectus, the accompanying Application Forms and, in relation to Electronic Applications,
the instructions appearing on the screens of the ATMs of the Participating Banks or the Internet
banking websites of the relevant Participating Banks, unless the context otherwise requires, the
following terms or expressions shall have the following meanings:-
Companies
“King Wan Group” or the “Group” : Our Company and its subsidiaries
“KW” or the “Company” : King Wan Corporation Limited
“KWC” : King Wan Construction Pte Ltd
“K&W” : K&W Mobile Loo Services Pte Ltd
“Proforma Group” : Our Company and its subsidiaries, following the
completion of the Restructuring Exercise treated, for the
purpose of this Prospectus, as if it had been in existence
since 1 April 1995
General
“Act” or “Companies Act” : The Companies Act, Chapter 50, of Singapore
“Application Forms” : Official printed application forms to be used for the
purpose of the Invitation and which form part of this
Prospectus
“Application List” : List of applications to subscribe for the New Shares
“ATM” : Automated teller machine
“Audit Committee” : Audit committee of our Company
“BCA” : Building and Construction Authority, the merged entity
following the merger of the Construction Industry
Development Board (“CIDB”) and the Building Control
Division of the Public Works Department
“CDP” or “Depository” : The Central Depository (Pte) Limited
“DBS Bank” : The Development Bank of Singapore Ltd
“Directors” : The directors of our Company as at the date of this
Prospectus
“Electronic Applications” : Applications for the Offer Shares made through an ATM
of one of the Participating Banks or through the Internet
banking websites of the relevant Participating Banks in
accordance with the terms and conditions of this
Prospectus
“ENV” : Ministry of Environment
“EPS” : Earnings per Share
2

“Executive Officers” : The executive officers of our Company, as at the date of
this Prospectus, unless otherwise stated
“FY” : Financial year ended 31 March
“HDB” : Housing and Development Board
“Invitation” : The invitation by our Company to the public in Singapore
in respect of the New Shares, subject to and on the terms
and conditions of this Prospectus
“Issue Price” : $0.20 for each New Share
“JTC” : Jurong Town Corporation
“M&E” : Mechanical and electrical engineering services
“Manager” : DBS Bank
“Market Day” : A day on which the SGX-ST is open for trading in
securities
“New Shares” : The 30,000,000 New Shares for which our Company
invites applications to subscribe, subject to and on the
terms and conditions of this Prospectus
“NTA” : Net tangible assets
“Offer” : The invitation by our Company to the public in Singapore
including to our employees, Directors, business associates
and those who have contributed to the success of our
Group to subscribe for the Offer Shares at the Issue Price,
subject to and on the terms and conditions of this
Prospectus
“Offer Shares” : The 10,000,000 New Shares which are the subject of
the Offer, including the Reserved Shares
“Participating Banks” : DBS Bank (including its POSBank Services division);
Keppel TatLee Bank Limited (“KTB”); Overseas-Chinese
Banking Corporation Limited (“OCBC”) Group (comprising
OCBC and Bank of Singapore Limited); Overseas Union
Bank Limited (“OUB”); and United Overseas Bank Limited
(“UOB”) Group (comprising UOB, Far Eastern Bank
Limited and Industrial & Commercial Bank Limited)
“Placement” : The placement by our Company of the Placement Shares
for subscription at the Issue Price, subject to and on the
terms and conditions of this Prospectus
“Placement Agent” : DBS Bank
“Placement Shares” : The 20,000,000 New Shares which are the subject of
the Placement
“Reserved Shares” : The 7,500,000 New Shares reserved for our employees,
Directors and business associates and those who have
contributed to the success of our Group
3

“Restructuring Exercise” : Restructuring exercise of our Group undertaken in
connection with the Invitation, as described on page 13
of this Prospectus
“SCCS” : Securities Clearing & Computer Services (Pte) Ltd
“Securities Account” : Securities account maintained by a depositor with CDP
“SGX-ST” : Singapore Exchange Securities Trading Limited
“Shares” : Ordinary shares of $0.10 each in the capital of our
Company
“Stock Split” : The sub-division of each ordinary share of $1.00 each in
the authorised share capital of our Company into 10
Shares, as described on page 70 of this Prospectus
“Underwriter” : DBS Bank
Currencies, Units and Others
“$” and “cents” : Singapore dollars and cents, respectively
“%” or “per cent.” : Per centum or percentage
“sq ft” : Square feet
“sq m” : Square metre
References in this Prospectus to the “Group”, “we”, “our” and “us” refer to the Company and its
subsidiaries.
Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter genders
and vice versa. References to persons, where applicable, shall include corporations.
Unless otherwise indicated, any reference in this Prospectus and the Application Forms to any
enactment is a reference to that enactment as for the time being amended or re-enacted. Any word
defined under the Act or any statutory modification thereof and used in this Prospectus and the
Application Forms shall, where applicable, have the meaning assigned to it under the said Act or
statutory modification, as the case may be.
Any reference in this Prospectus or the Application Forms to Shares being allotted to an applicant
includes allotment to CDP for the account of that applicant.
Any reference to a time and dates in this Prospectus and the Application Forms shall be a reference
to Singapore time and dates unless otherwise stated.
4

GLOSSARY OF TECHNICAL TERMS
To facilitate a better understanding of our business, the following glossary provides an explanation
(which should not be treated as being definitive of their meanings) on some of the technical terms
and abbreviations used in this Prospectus:-
“ACMV” : Air-conditioning & Mechanical Ventilation
“AutoCAD” : An acronym for Computer Aided Design which is a computer
software used to assist in designing and drawing for mechanical
and electrical systems
“Automatic sprinkler : A system for protecting a building against fire by means of
system” overhead pipes which convey an extinguishing fluid through heatactivated
outlets
“Broadband communication : A communication technology that enables the user to have high
technology” or speed access to the Internet and also make a phone call at the
“Broadband reception same time.
system”
“Cable trays” : A cable support which consists of a continuous base with raised
edges and has no covering
“Coaxial cable” : Shielded copper cables for data and/or signal transmission,
normally used for television and sound systems
“Conduits” : Part of a closed wiring system for cables and electrical installations
which allows the cables to be drawn in and/or replaced
“Dry riser system: : A pipe riser that forms part of the fire protection system for
buildings less than 25 metres in height
“Earthing systems” : A system of cables that protects against faulty circuit current flows;
prevents any dangerous overvoltages or excessive current on
these equipment; provides a means for lightning protection and
removal of static electricity, and for the reduction/elimination of
electrical noise
“Fibre optic cables” : Non-metallic cables for transmitting digital data or signals
“Fire extinguishers” : Pressurized portable tanks for fire fighting purposes; usually filled
with carbon dioxide
“Fire hosereels” : A water hose for fire fighting purposes and forms a part of the
fire protection system
“Fire hydrant system” : A fire fighting system that consist of discharge pipes with a valve
and spout at which water may be drawn from a water main, usually
located in fire engine accessible areas
“High voltage switchgears” : Made of high voltage switchgears, busbars and protection devices
meant for the distribution of high voltage supply from the utility
provider’s source (PUB substation) to the user’s transformers,
where the electricity supply is transformed to the appropriate
‘useful’ voltages for the different end users
“Inspection chambers” : Surface access chambers located at regular intervals along the
underground sewerage drain lines for inspection and maintenance
5

“ISO” : International Organisation for Standardisation, a world-wide
federation of national standards bodies
“ISO 9000” : Series of international standards on quality management and
quality assurance developed by the ISO Technical Committee in
1987, which has been adopted by more than 30 countries,
including the United Kingdom and the United States of America,
as their national quality system standard
“ISO 9002” : Constituent part of the ISO 9000 series which covers the following
19 areas: management responsibility; quality system; contract
review; document and data control; purchasing; control of
customer-supplied product; product identification and traceability;
process control; inspection and testing; control of inspection,
measuring and test equipment; inspection and test status; control
of non-conforming product; corrective and preventive action;
handling, storage, packaging, preservation and delivery; control
of quality records; internal quality audits; training; servicing and
statistical techniques
“Low voltage switchgears” : Made of switchgears, busbars and the necessary enclosures and
support systems where the electricity at the appropriate useful
voltage is distributed to the various electrical loads; it also provides
the facilities for switching and circuit protection
“M&E consultant” : A Qualified Person appointed to be responsible for the design of
the Mechanical and Electrical systems of a building project
“M&E systems” : Mechanical & Electrical Systems; usually refers to mechanical
ventilation systems, plumbing systems, sanitary systems, electrical
distribution systems, fire protection systems, etc
“Network and structured : A network of telecommunication cables designed for broadband
cabling” transmission
“Private Automatic Branch : A private telephone exchange for a localized telephone system
Exchange” or “PABX”
“Pumper trucks” : Tank trucks that drains off and transport sludge from portable
toilets and holding tanks to sewerage treatment plants
“Riser ducts” : A compartment for housing distribution cables and switchboards
in multi-storey buildings
“Switchboard” : General term for switchgears, which are used for connecting the
main incoming electrical cables within a premise from the utility
supplier
“Trunkings” : An enclosure for the protection of cables, normally of rectangular
cross section where one side is removable or hinged
“uPVC” : An acronym for unplasticised polyvinyl chloride which is a type of
plastic material
“UTP” : An acronym for unshielded twisted pair which is a type of cable
for telecommunication or data transmission
“Wet riser system” : A pressurized water pipe riser that forms part of the fire protection
system for buildings exceeding 25 metres in height
6

LISTING ON SGX SESDAQ
DETAILS OF THE INVITATION
Application has been made to the SGX-ST for permission to deal in, and for quotation of, all the
Shares already issued as well as the New Shares on the SGX Sesdaq. Such permission will be
granted when the Company has been admitted to the Official List of the SGX Sesdaq. Acceptance
of applications will be conditional upon, inter alia, permission being granted to deal in, and for
quotation of, all of the Shares already issued as well as the New Shares. Moneys paid in respect of
any application accepted will, subject to applicable laws, be returned, without interest or any share
of revenue or benefit arising therefrom and at the applicant’s own risk, if the said permission is not
granted.
The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions
expressed 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, the Company, its subsidiaries or the
Shares. A copy of this Prospectus, together with copies of the Application Forms, has been lodged
with, and registered by, the Registrar of Companies and Business in Singapore who takes no
responsibilities for its contents.
The Directors individually and collectively accept full responsibility for the accuracy of the information
given in this Prospectus and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief, there are no other material facts the omission of which would make any
statement in this Prospectus misleading and that this Prospectus constitutes full and true disclosure
of all material facts about the Invitation and the Company and its subsidiaries.
No person is authorised to give any information or to make any representation not contained in this
Prospectus in connection with the Invitation and, if given or made, such information or representation
must not be relied upon as having been authorised by the Company or DBS Bank. Neither the
delivery of this Prospectus and the Application Forms nor the Invitation shall, under any circumstances,
constitute a continuing representation or create any suggestion or implication that there has been no
change in the affairs of the Company or the Group or any statements of fact or information contained
in this Prospectus since the date of this Prospectus. Where such changes occur, the Company may
make an announcement of the same to the SGX-ST. All applicants should take note of any such
announcement and, upon release of such an announcement, shall be deemed to have notice of
such changes. Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon
as, a promise or representation as to the future performance or policies of the Company or the
Group.
Neither the Company nor DBS Bank is making any representation to any person regarding the
legality of an investment in the Shares by such person under any investment or any other laws or
regulations. No information in this Prospectus should be considered to be business, legal or tax
advice. Each prospective investor should consult his own professional or other advisors for business,
legal or tax advice regarding an investment in the Shares.
This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied
upon by any persons other than the applicants in connection with their application for the New
Shares or for any other purpose. This Prospectus does not constitute an offer of, or invitation or
solicitation to subscribe for, the New Shares in any jurisdiction in which such offer, invitation or
solicitation is unauthorised or unlawful nor does it constitute an offer, invitation or solicitation to any
person to whom it is unlawful to make such offer, invitation or solicitation.
7

Copies of this Prospectus and the Application Forms and envelopes may be obtained on request,
subject to availability, from:-
The Development Bank of Singapore Ltd
6 Shenton Way
DBS Building Tower One
Singapore 068809
and from DBS Bank branches (including its POSBank Services division), members of the Association
of Banks in Singapore, members of the SGX-ST and merchant banks in Singapore.
The Application List will open at 10.00 a.m. on 4 December 2000 and will remain open until
12.00 noon on the same day or for such further period or periods as the Directors may, in
their absolute discretion decide, subject to any limitation under all applicable laws. In the
event of any change in the close of the Application List, a paid press announcement will be
made in an English language newspaper circulating in Singapore to keep members of the
public informed of such change.
Members of the public will be informed of the subscription and distribution results and balloting
of Applications (if any) through MASNET and paid press announcements made in both English
and Chinese language newspapers in circulation in Singapore.
8

INDICATIVE TIMETABLE FOR LISTING
In accordance with the SGX-ST’s News Release of 28 May 1993 on the trading of initial public
offering shares on a “when issued” basis, an indicative timetable is set out below for the reference of
applicants:-
Indicative date/time Event
4 December 2000, 12 noon Close of Application List
5 December 2000 Balloting of applications, if necessary (in the event of an oversubscription
for the Offer Shares (other than the Reserved Shares))
6 December 2000, 9.00 a.m. Commence trading on a “when issued” basis
15 December 2000 Last day of trading on a “when issued” basis
18 December 2000, 9.00 a.m. Commence trading on a “ready” basis
21 December 2000 Settlement date for all trades done on a “when issued” basis and
for all trades done on a “ready” basis on 18 December 2000
The above timetable is only indicative as it assumes that the closing of the Application List is
4 December 2000, the date of admission of the Company to the Official List of SGX Sesdaq will be
6 December 2000, the SGX-ST’s shareholding spread requirement will be complied with and the
New Shares will be issued and fully paid up prior to 6 December 2000. The actual date on which the
Shares will commence trading on a “when issued” basis will be announced when it is confirmed by
the SGX-ST.
The above timetable and procedure may be subject to such modifications as the SGX-ST may in its
discretion decide, including the decision to permit trading on a “when issued” basis and the
commencement date of such trading. The commencement of trading on a “when issued” basis
will be entirely at the discretion of the SGX-ST. All persons trading in the Shares on a “when
issued” basis, if implemented, do so at their own risk. In particular, persons trading in the
Shares before their Securities Accounts are credited with the relevant number of Shares do
so at the risk of selling Shares which neither they nor their nominees, as the case may be,
have been allotted or are otherwise beneficially entitled to. Such persons are also exposed to
the risk of having to cover their net sell positions earlier if “when issued” trading ends sooner
than the indicative date mentioned above. Persons who have a net sell position traded on a
“when issued” basis should close their position on or before the first day of “ready” basis
trading.
Investors should consult the SGX-ST’s announcement on the “ready” listing date on the Internet (at
the SGX-ST website http://www.singaporeexchange.com), INTV or the newspapers, or check with
their brokers on the date on which trading on a “ready” basis will commence.
9

PROSPECTUS SUMMARY
This summary highlights selected information contained elsewhere in this Prospectus. Since this
summary does not contain all the information that you should consider before investing in our Shares,
it is advised that you read the entire Prospectus carefully before making an investment decision.
Our Business
We are principally engaged in the business of providing mechanical and electrical (“M&E”) engineering
services. Our customers are main contractors in Singapore who are engaged in property development
in public and private residential sectors. Our services are mainly to install the following M&E systems
for main contractors in various property development sectors:-
(a) plumbing and sanitary systems;
(b) electrical engineering systems;
(c) fire protection and alarm systems;
(d) air-conditioning and mechanical ventilation systems;
(e) communications and security systems; and
(f) underground pipeline communication systems.
We are an L6 grade contractor under BCA’s categorization for “Plumbing & Sanitary Works”. This
allows us to tender or take on such projects of unlimited contract value. We are also registered as
an L5 grade contractor under the category “Electrical Engineering” and therefore are able to tender
or take on such projects of up to $10 million in contract value. In addition, we are able to carry out
other areas of M&E engineering services, in which we possess BCA gradings from L1 to L3. Details
of our BCA gradings for different areas of M&E engineering services are elaborated on page 32 of
this Prospectus.
Our major M&E projects secured in the last three years were mainly public housing projects and
private residential property developments. Such projects include Aquarius by the Park, Seletar Springs,
Rivervale Executive Condominium, Hillington Green, Jurong West Neighbourhood 6 Contract 14,
Bukit Merah Redevelopment Contract 47, Choa Chu Kang Neighbourhood 4 Contract 11 and Jurong
West Neighbourhood 6 Contracts 17 and 18.
Our ancillary business is to supply, deliver and service portable lavatories to various sites, such as
property development work sites and areas where public events are conducted. We currently own
714 portable lavatories, commonly referred to as “mobile toilets” and we lease such mobile lavatories
to our customers. Our customers are predominantly main contractors and event organisers such as
the National Day Parade and the Millennium Party.
We derive approximately 79%, 19% and 2% of our turnover from plumbing and sanitary services,
electrical system installation services and our ancillary portable lavatories business, respectively,
based on the average for the last three financial years. We provide integrated M&E services as we
are able to service our clients in more than one area of M&E services, such as plumbing and
sanitary systems, electrical engineering systems, fire protection and alarm systems, air-conditioning
and mechanical ventilation systems, communications and security systems and underground pipeline
communication systems, or any combination of these services as required by our customers. Currently,
our niche market is in the public housing sector, from which we derive approximately 84% of our
M&E turnover for the last three financial years. The balance of 16% of our M&E turnover is derived
from private residential projects for the last three financial years.
10

Our Competitive Strengths
(a) We have an established track record
From 1977 to the date of this Prospectus, we have completed more than 180 projects for M&E
services with an aggregate contract value of over $320 million in Singapore. We completed
approximately $173.1 million worth of such contracts between April 1997 and September 2000.
We are ISO 9002 certified for our quality management systems. In January 1999, we obtained
ISO 9002 certification for all four trades of plumbing & sanitary, electrical, air-conditioning and
mechanical ventilation(“ACMV”) and fire protection. As at the date of this Prospectus, we have
38 contracts in progress with an approximate aggregate contract value of $141 million.
(b) We provide a wide range of M&E services and are able to customize our services to our
customers’ requirements
We have 23 years of experience in plumbing, sanitary and electrical engineering, particularly in
the residential sector. We possess capabilities and know-how to carry out and coordinate the
different M&E services such as plumbing, electrical and ACMV. As an integrated service provider,
we are able to provide more than one area of M&E services such as plumbing and sanitary
systems, electrical engineering systems, fire protection and alarm systems, air-conditioning and
mechanical ventilation systems, communications and security systems and underground pipeline
communication systems, or any combination of these services as required by our customers.
We coordinate the workflow for different M&E system installation to maximize efficiency and
reduce reworks or wastage. Our clients need only coordinate their own workflow with that of
ours instead of a few different M&E contractors.
(c) We provide design-and-build services for the installation of M&E systems
At the date of this Prospectus, we have 17 qualified engineers and 13 licensed tradesmen in
our design-and-build teams. Our team will carry out the detailed design and recommend
modifications for the plumbing, sanitary and electrical distribution systems with the aim of reducing
costs for our clients. After the building plans are approved, we would install our plumbing,
sanitary and electrical distribution systems in accordance to the approved plans. Between April
1993 and September 2000, we were awarded seven HDB design-and-build projects and five
private residential design-and-build projects for the provision of M&E services.
(d) Good cost management
Owing to our involvement in numerous HDB projects, we are able to purchase raw materials in
bulk for our M&E projects. For example, bulk purchase prices for certain bathroom fixtures are
much lower than the regular retail prices. This can result in cost savings of approximately 2%
of the contract value over the duration of the project. Therefore, we would be able to reduce
our costs when we purchase in bulk. In addition, we fabricate certain sewerage works required
for maintenance and cleaning of sanitary pipes in-house instead of fabricating them on site.
This one item alone can result in cost savings of approximately 1% of the contract value over
the duration of the project. Such cost savings would have a direct flow through impact on the
profitability of each project. As a result, these cost savings can significantly affect our profit
margins.
11

Our Strategy and Future Plans
(a) To improve our M&E integrated services
We intend to build on our integrated services, particularly in the design and installation of
plumbing & sanitary, electrical engineering, air-conditioning and mechanical ventilation systems
and fire protection and alarm systems. We intend to continue to train and upgrade the skills of
our employees through on-the-job training and external training programmes and increase our
efforts in securing more M&E integrated services projects.
(b) Diversify our income base
While we will continue to remain focused on our M&E services to the residential sector, we
intend to diversify our income base to include other sectors. Currently, approximately 98% of
our turnover is derived from the residential property sector. Apart from the residential sector,
we plan to expand our operations into commercial, industrial and institutional building sectors.
For example, in March and June 2000, we secured two contracts for the provision of M&E
services for two educational institutions. We also intend to provide M&E services to the lightflatted
industries. As at the date of this Prospectus, we have been awarded one such project
for the supply and installation of plumbing & sanitary and electrical systems to an industrial
building at Jalan Kilang Barat with a contract value of approximately $1.3 million.
(c) Expand our scope of M&E services
In June 2000, we were awarded and had commenced work on a $2.8 million contract for the
installation of plumbing & sanitary, electrical, air-conditioning and mechanical ventilation (“ACMV”)
and fire protection systems, including computer cabling and wiring, for a primary school located
along Thomson Road. We intend to expand our range of services to include network and
structured cabling. We anticipate that home automation, safety, security and Internet readiness
would likely become an increasingly common feature for new premises. Structured cabling forms
the backbone to these intelligent features. Currently, we are able to provide installation of fibre
optic cable networks and unshielded twisted pair (“UTP”), which constitute the structured cabling
system.
(d) Increase our activity in design-and-build projects
We believe that there will be an increasing trend towards “design-and-build” construction projects
compared to the conventional “design-bid-build” construction projects. In a conventional “designbid-build”
project, we provide only the M&E systems installation services. In contrast, for “designand-build”
projects, we provide higher value added services such as detailed design and
recommend cost saving modifications in addition to the M&E systems installation services.
Design-and-build construction projects require co-operation and collaboration among consultants,
contractors and developers that would result in a more efficient construction activity where
labour and cost saving modifications have been integrated into the design of the project.
Between April 1993 and November 2000, we provided M&E services to three HDB design-andbuild
projects which have been completed and have four on-going HDB design-and-build projects.
In the private residential sector, we provided M&E services to two design-and-build projects
which have been completed and have three on-going design-and-build private sector projects.
We intend to build on our design-and-build experience to increase our business in this area.
12

Our Restructuring Exercise Prior to IPO
On 6 November 2000, we undertook a restructuring exercise which involved the formation of a
holding company with two wholly-owned subsidiaries, KWC and K&W. The rationale of the restructuring
exercise was to reorganize our two subsidiaries under a holding company.
The Restructuring exercise involved the following steps:-
1. Acquisition of KWC
Our Company acquired the entire issued and paid-up capital of KWC, consisting of 1,500,000
existing ordinary shares of $1.00 each, from Messrs Chua Kim Hua, Chua Hai Kuey, Chua Kon
Seng, Chua Yan Peng and Chua Eng Eng (“KWC Shareholders”) for a purchase consideration
equivalent to the audited net tangible assets of KWC as at 31 March 2000 of $14,425,408. The
purchase consideration was satisfied by the issue of 14,425,408 ordinary shares of $1.00 each
in our Company at par, credited as issued and fully paid, to the KWC Shareholders. The
acquisition was completed on 6 November 2000.
2. Acquisition of K&W
Our Company acquired the entire issued and paid-up capital of K&W, consisting of 20,000
existing ordinary shares of $1.00 each, from Messrs Chua Kim Hua, Chua Hai Kuey, Chua Kon
Seng, Chua Yan Peng and Chua Eng Eng (“K&W Shareholders”) for a purchase consideration
equivalent to the audited net tangible assets of K&W as at 31 March 2000 of $304,777. The
purchase consideration was satisfied by the issue of 304,777 ordinary shares of $1.00 each in
our Company at par, credited as issued and fully paid, to the K&W Shareholders. The acquisition
was completed on 6 November 2000.
The resultant shareholding structure upon the completion of the Restructuring Exercise described
above, both before and after the Invitation is set out under “Shareholders” on pages 72 and 73,
respectively, in this Prospectus.
Our Corporate Structure after the above Restructuring Exercise
King Wan Corporation Limited
(Singapore)
100% 100%
King Wan Construction Pte Ltd K&W Mobile Loo Services Pte Ltd
(Singapore)
(Singapore)
13

Summary of Selected Proforma Group Financial Information
The following table presents summary consolidated financial and operating data for our Proforma
Group and should be read in conjunction with the section entitled “Review of Past Operating Results
and Financial Positions” for a further explanation of the financial data summarised here and the
Accountants’ Report herein.
Selected Items of Consolidated Operating Results of the Proforma Group
< Financial year ended 31 March > Six months Six months
ended ended
30 September 30 September
($’000) 1998 1999 2000 1999 (1) 2000 (2)
Turnover
Operating profit before
depreciation, interest
51,315 40,279 59,141 29,776 44,918
and taxation 1,574 5,143 6,762 4,498 3,676
Profit before taxation
Profit attributable to
900 4,119 5,801 4,264 3,275
Shareholders 507 2,739 4,288 3,266 2,282
Selected Items of Consolidated Balance Sheet of the Proforma Group
< As at 31 March > As at
30 September
($’000) 1998 1999 2000 2000 (2)
Fixed assets 12,203 23,052 20,061 19,713
Long term Investments 6,955 1,697 499 499
Net current liabilities (8,508) (12,043) (5,333) (2,658)
Non-current liabilities (904) (507) (500) (545)
Shareholders’ funds 9,746 12,199 14,727 17,009
Notes:
(1) Based on management accounts
(2) Based on limited review by Deloitte & Touche. Please refer to pages 104 to 106 of this Prospectus.
14

THE INVITATION
Issue Size : 30,000,000 New Shares comprising 10,000,000 Offer Shares,
(including 7,500,000 Reserved Shares) and 20,000,000 Placement
Shares. The New Shares will, upon issue and allotment and
registration in the name of CDP or its nominee, rank pari passu in
all respects with the then existing issued Shares.
Issue Price : $0.20 for each New Share.
The Placement : 20,000,000 Placement Shares by way of private placement.
The Offer : The Offer comprises an invitation to members of the public in
Singapore, including our employees, Directors, business associates
and those who have contributed to the success of our Group, to
subscribe for 10,000,000 New Shares (including Reserved Shares).
Reserved Shares : 7,500,000 Reserved Shares will be reserved for our employees,
Directors, business associates and those who have contributed to
the success of our Group. In the event that any of the Reserved
Shares are not taken up, they will be made available to satisfy
applications made for Offer Shares (other than the Reserved
Shares) or, in the event of an under-subscription for the Offer
Shares, to satisfy excess applications made for the Placement
Shares.
Purpose of the Invitation : Our Directors consider that listing and quotation of our Shares on
the SGX Sesdaq will enhance our public image and enable us to
tap the capital markets. The Invitation will also provide members
of the public, including our management, staff and business
associates an opportunity to participate in our equity. In addition,
the Invitation will facilitate the implementation of our strategy
described under “Use of Proceeds” on page 26 of this Prospectus.
Listing Status : The Shares will be quoted on SGX Sesdaq, subject to admission
of our Company to the Official List of the SGX Sesdaq and
permission for dealing in and quotation of the Shares being granted
by the SGX-ST.
15

RISK FACTORS
You should carefully consider the following risks before deciding whether to invest in our Shares. All
the risks that would have a material adverse impact on our business, operations or financials have
been disclosed, to the best of our knowledge and belief as at the date of this Prospectus. The
trading price of our Shares could decline because of general market conditions or if any or all of
these risks came to pass, and you could lose all or part of your investment. In evaluating the risks
of investing in our Company, you should also evaluate the other information set forth in this Prospectus,
including our financial statements and the notes accompanying them.
RISKS RELATING TO OUR COMPANY AND THE INDUSTRY
Our business is subject to the cyclical nature of the construction industry in Singapore
We provide M&E services to main contractors in the construction and property industries in Singapore.
With Singapore as our only market, a downturn in the Singapore construction industry would adversely
affect our business and results.
We are exposed to the cyclical fluctuations of the construction industry in Singapore as illustrated in
the following. The construction industry in general tracks the overall performance of the Singapore
economy. The Singapore economy grew by 0.4% in 1998 due to the economic downturn consequent
to the Asian economic crisis, much lower than the 8% growth registered in 1997 1 . The total construction
demand, measured in terms of contracts awarded, was $15.3 billion in 1998, representing a 34.9%
decline from $23.5 billion in 1997. In 1999, the construction demand decreased even further to $11.7
billion 2 . Although the estimated construction demand for 2000 is $17.3 billion 3 , there is no assurance
that this forecast will be achieved. Furthermore, the actual figures could be lower than projected.
Any decrease in construction demand can adversely affect our business volume and result in
significantly lower turnover. The construction industry in Singapore is also discussed on pages 46
and 55 of this Prospectus.
HDB projects contribute to approximately 95% of our gross profit. Our business is therefore
dependent on HDB
For the last three financial years, HDB projects contributed to approximately 82% of our turnover and
approximately 95% to our gross profit. Any significant reduction in housing projects by HDB or any
major delay or cancellation of HDB housing projects will result in lower business volume and
consequently lower earnings. Details of our customers are set out on page 58 of this Prospectus.
Our revenue and gross profit derived from HDB projects and as a percentage of our Group’s turnover
and gross profit for the last three financial years are shown below:-
1998
Financial year ended 31 March
1999 2000
($’000) % ($’000) % ($’000) %
Turnover derived from HDB projects 45,970 89.6 36,349 90.2 40,905 69.2
Gross profit derived from HDB projects 3,678 96.5 7,899 104.5 (1) 7,749 84.5
Note:-
(1) In FY 1999, we had $0.4 million gross losses relating to private projects. This reduced the total profits earned for the
year. As a result, the profits derived from HDB projects contributed to 104% of the total gross profits.
1 1999 Economic Survey of Singapore
2 Construction Economics Report, Second Quarter 2000
3 Construction Economics Report, Second Quarter 2000
16

We depend on four customers who contributed approximately 80% to our revenue in FY 2000.
Therefore, any termination or loss of projects from any of these customers would materially
adversely affect our business
In FY 2000, four of our top customers accounted for approximately 80% of our turnover as elaborated
on pages 58 and 59 of this Prospectus. These four customers accounted for approximately 67% of
our gross profits in FY 2000. In the event that our business volume with any of these customers
should decline or they terminate their relationship with us, our performance would decline significantly
and our business, financial condition and operating results would be materially adversely affected.
Cost overruns can adversely affect our Group’s profitability
When providing quotation for a project, we may underestimate our project cost, particularly labour
and time costs at the time of preparing our quotation. As such, we could incur cost overruns. Due to
the long duration of certain projects, costs of materials, supplies and labour may increase beyond
our estimate. Cost overruns may also occur due to poor site management, wastage or damage of
materials. Unforeseen circumstances beyond our control, such as delays due to unanticipated
difficulties, such as excavation difficulties due to unforeseen soil conditions or poor co-ordination in
work schedules among sub-contractors, may also result in cost overruns. There is no assurance that
we may not have any material cost overruns on our current and future projects. Such cost overruns
would reduce our earnings on these projects or may even result in us incurring losses for a project.
Disputes, claims and variation orders can erode our Group’s profitability
In our business, it is common for claims to be made by customers against contractors or subcontractors
for defective works and/or non-compliance with contract specifications. It is also common for our
customers to retain a certain percentage of the contract sum as retention moneys for the costs of
rectifying any defective works not rectified by us.
Variation orders are usually additional works or changes requested by the customer for specifications
not included in the original contract. Additional time would be extended to us to allow for completion
of the project. On certain occasions, the parties may agree that variation orders be performed before
the costs for such additional works are finalised. Thus, the final values of such variation orders may
be subject to dispute by our customers. In such an event, additional works resulting from variation
orders that may not be chargeable to our customers arising from disputes as elaborated in the
preceding sentences would be absorbed by us. As a result of absorbing such costs, we may have to
suffer lower profits or even losses for that project. To date, we have not experienced any material
variation orders, claims or disputes. However, there is no assurance that such variation orders, claims
or disputes may not arise materially in the future. In the event that we are required to bear any part
of the variation costs or, claims or disputes, our earnings would be adversely affected.
We are subject to credit risk of our customers
Our credit terms to our customers are typically between 45 days to 90 days from date of progress
claim. However, actual collection may range up to 120 days, as payment may only be made after
certification of the works completed. The longer collection period is due to the time required for the
main contractor to receive the moneys from the developers who may only pay after works completed
have been certified by qualified surveyors or architects. Therefore, our collection period depends, to
a large extent, on payments by the developers to the main contractor.
We may not be able to collect payment from our customers due to bad debts by our customers. Any
bad debts written off due to our inability to collect payment would increase our operating expenses
and thereby reduce our profitability.
Details of our bad debts written off are set out on page 59 of this Prospectus.
17

We are dependent on foreign labour for manpower as we currently have approximately 430
foreign labourers at our work sites
The construction industry in Singapore is highly labour intensive. As local manpower is scarce, we
rely substantially on foreign workers. The supply and recruitment of foreign labour is subject to
policies imposed by the Ministry of Manpower. In the event of any changes in such policies, our
ability to recruit foreign labour may be affected. Currently, the Ministry of Manpower imposes levies
of $30 per month on skilled foreign workers and $470 per month on unskilled foreign workers. Any
increase in the aforesaid levies will increase our cost of sales and thus reduce our profitability.
The construction industry in Singapore is also discussed on pages 46 and 55 of this Prospectus.
We may lose our business licence, we may also lose our BCA gradings or we may be
downgraded
We are registered with BCA as an L6 grade contractor under the category “Plumbing & Sanitary
Works” and an L5 grade contractor under the category “Electrical Engineering”. The L6 and L5
grades allow us to tender for projects of unlimited value and up to $10 million respectively. In addition,
we possess at least an L1 BCA grade under several other categories.
We have to meet the various requirements of BCA in order to maintain our BCA gradings. The
requirements include (i) a minimum issued and paid-up capital; (ii) qualified personnel with the
necessary professional or technical qualifications and experience; (iii) the necessary performance
track records; (iv) contracts’ profile; and (v) the necessary licences and certificates from the various
authorities such as the Public Utilities Board, Telecommunications Authority of Singapore and ENV.
The gradings awarded by BCA are usually valid for a period of up to three years, and are subject to
review at anytime within that period. This BCA grading only limits the contract value that a company
may directly tender from governmental bodies.
There is no assurance that we can maintain the necessary licences and certificates from the various
authorities. In addition, the respective authorities may revoke our licences, certificates and BCA
gradings. There is no assurance that we will not lose our licences or BCA gradings. To date, we have
been awarded two M&E contracts each exceeding $10 million, and these two projects were completed
in 1996. As at the date of this Prospectus, we do not have any contracts exceeding $10 million.
However, in the event that our L6 status cannot be maintained, we will not be able to directly tender
for any public sector plumbing & sanitary projects with contract value exceeding $10 million. This will
have an adverse impact on our performance.
We may be liable to pay liquidated damages due to delays in the completion of projects
In the event of any delays in the completion of a project, we may be liable to pay liquidated damages
to main contractors or developers. The quantum of liquidated damages payable is normally specified
in the contracts. However, if the delay is due to factors beyond our control, such as unanticipated
site conditions, we may not be liable for liquidated damages and may be granted an extension of
completion time. To date, we have not had to pay any liquidated damages. However, there is no
assurance that there will be no delays in the completion of our current or future projects which may
result in claims for liquidated damages that will adversely affect the profit margins of the project.
Our revenue recognition may be delayed due to delays in the completion of projects
Our revenue is recognised based on the percentage completion basis, which is in line with the
Singapore Accounting Standards and industry practice. We recognise revenue upon incurring 50% of
the estimated cost to completion for the project (“Completion”). If the costs incurred on a project do
not exceed the 50% of Completion when we finalize our annual accounts, the project revenues and
costs would be deferred as work-in-progress in the balance sheet. No profit or loss is recognised in
our results of operations for projects which do not exceed 50% of the estimated cost to completion
for the project.
18

If ongoing projects extend their dates of completion and their estimated cost to completion is less
than 50%, we would have to delay recognising our project revenue and profits. There is no assurance
that there will be no delays in the completion of our current or future projects that would delay the
recognition of our revenue and profits and adversely affect our performance.
Details on the costs of delays in the completion of projects are discussed on page 48 of this
Prospectus.
Changes in the relevant laws and regulations may affect our operations
The Singapore construction industry is highly regulated and there can be no assurance that the
regulatory environment in which we operate will not change significantly in the future. We are subject
to laws and regulations, including the Building Control Act (Cap 29) and Building Control Regulations,
which require us to engage licensed tradesmen, adhere to applicable codes of practice and meet
certain financial requirements.
To the best of our knowledge, we are in compliance with the applicable laws and regulations.
Nevertheless, there can be no assurance that a review by the BCA or other regulatory authorities
will not result in adverse determinations against us. In addition, there is no assurance that the
construction regulatory environment will not be more stringent. For example, the regulatory authorities
may increase the financial requirements required of other industry participants and us. Any change
to the relevant laws and regulations may affect our business operations and performance.
Fluctuations in raw material prices may erode our earnings
The installation of M&E systems requires raw materials such as uPVC pipes and fittings, ductile iron
pipes and fittings, electrical cables, and light fittings. Such raw materials account for approximately
37.4% of our M&E cost of sales for the last three financial years. Any interruptions to the supply of
these materials or increase in the prices for such materials would increase our project costs. To
date, we have not experienced any material fluctuation in raw material prices. However, there is no
assurance that we would not suffer any material increase in raw material prices in our current or
future projects. An increase in the prices for these materials would have a negative impact on our
profitability.
Details on our costs of sales are discussed on pages 46 and 47 of this Prospectus.
Our negative working capital position may adversely affect our operations
As at 30 September 2000, our net current liabilities (negative working capital) amounted to $2.7
million. Likewise in FY 2000 and FY 1999, we had negative working capital of $5.3 million and $12.0
million, respectively. The negative working capital was due to the short-term financing of the
construction of our Jurong Port Road factory cum office. This led to an increase in our bank overdrafts
and trade creditors.
In the event that we are unable to meet our liabilities when they are due or if our creditors take legal
action against us for payment, we would have to liquidate our long-term assets to pay off our creditors.
We may have difficulty realising our long-term assets into current assets in such a situation and may
suffer losses upon the sale of our long-term assets. As a result, our liquidity and cashflow will be
affected. This will adversely affect our operations and we may not be able to carry out our existing
projects or take on new projects.
Our business is subject to keen competition and low barriers of entry
Although we are registered with BCA as a L6 plumbing & sanitary contractor, the BCA financial
grading does not limit our competitors with similar or lower BCA financial gradings from competing
against us for the same project as M&E subcontractors. The BCA financial grading only limits the
size of a public project a contractor may directly tender for. In addition, contractors can obtain similar
gradings as ourselves if they meet the requirements of BCA. Thus, they may compete with us in the
same category of business when we directly tender for public projects.
19

In view of the recent decline in the construction industry in Singapore and the large number of
contractors registered with the BCA, we expect competition to intensify for tenders of public and
private projects. Such intense competition among approximately 200 M&E plumbing and sanitary
BCA registered contractors (according to the BCA Directory 2000) for the same project is likely to
result in lower profit margins of our business and reduce our profitability.
Our competition is also discussed on page 60 of this Prospectus.
We are dependent on main contractors as all our projects are obtained through invited tenders
from them
Our projects are secured on an invited tender basis. We are invited by main contractors to provide
M&E quotes for the new projects that they are tendering. Our ability to secure M&E contracts depends
on such main contractors inviting us on a frequent and regular basis to provide M&E quotes to them.
These main contractors may not invite us to tender and quote for a project if they find that we do not
have relevant BCA gradings or adequate track record to carry on the scope and responsibilities
required for a particular project or sufficient manpower or financial resources to perform a project.
There is no assurance that these main contractors will continue to invite us to provide quotes for all
projects that they participate in. Our revenue and financial performance would be materially and
adversely affected in the event we are no longer invited by main contractors to quote on new projects.
We are subject to a pending litigation which may reduce our profitability
We had engaged a private company incorporated in Singapore (“the Contractor”) to construct a 4storey
factory at 22 Jurong Port Road. On 20 March 2000, the project architect issued a final certificate
certifying that a sum of $199,406.70 was payable by us to the Contractor. This amount was derived
after setting off the sum of $342,350 which we paid to a third party contractor engaged by us for
rectification of the defective works of the Contractor. We withheld payment to the Contractor after
having being advised by one of our solicitors that we have a valid set-off and counterclaim against
the Contractor for PUB charges and loss of rental income.
On 3 July 2000, the Contractor commenced legal proceedings against us to claim the sums of
$199,406.70 and $342,350, together with interest at 6% per annum and legal costs.
On 15 July 2000, we applied for a stay of the action in court and for the matter to be referred to
arbitration. On 25 July 2000, we made payment of the sum claimed of $199,406.70. However, we
made a counterclaim for an amount in excess of $500,000 against the Contractor for PUB charges
and damages caused by the defective works.
On 11 September 2000, a judgement was awarded by the Assistant Registrar of the High Court
against us for the sum $342,350. We successfully appealed to the High Court against such decision.
The High Court allowed our application for the entire proceedings to be referred to arbitration. The
High Court also ordered the Contractor to pay our legal costs. On 30 October 2000, the Contractor
filed an appeal to the Court of Appeal. We are waiting for the Court of Appeal to fix a date for the
hearing of the appeal. We have thus far acted on the advice of our legal counsel.
In the event we are unsuccessful in our counterclaim against the Contractor, we may have to pay the
Contractor the amount of $342,350 together with interests at 6% per annum and its legal costs.
Should we be unsuccessful, this may reduce our profitability in the future.
We may lose our credit facilities if certain of our Directors and substantial shareholders were
to withdraw their joint and several personal guarantees
As at 30 September 2000, our borrowings comprising bank overdrafts and hire purchase commitments
amounted to $0.7 million. In addition, we had credit facilities of $20.0 million as at 30 September
2000. These credit facilities are secured on fixed deposits of $265,000, our two properties at Sungei
Kadut Loop and Jurong Port Road and a joint and several personal guarantees of $24.25 million by
certain of our Directors and substantial shareholders, Messrs Chua Kim Hua, Chua Hai Kuey, Chua
Kon Seng and Chua Yan Peng.
20

In the event that our Directors and substantial shareholders should withdraw their personal guarantees
after the Invitation, our borrowing rates and/or interest expense would be affected if we have to
negotiate the terms and conditions that may be less favourable. We may even lose our credit facilities.
This would have a material and adverse impact on our operations, as we would not be able to carry
out our existing projects or take on new projects.
Failure to retain key personnel will seriously harm our business
Our Group’s success depends on the continued effort and abilities of our management team and
technical personnel. Our Executive Directors and Executive Officers Messrs Chua Kim Hua, Chua
Hai Kuey and Chua Kon Seng have at least 20 years of experience each in the M&E services
industry. We have entered into separate service agreements with Messrs Chua Kim Hua and Chua
Hai Kuey discussed on pages 69 and 70 of this Prospectus. In addition, we do not have any “key
man” life insurance policy. Should any of our key management terminate their employment and we
are unable to attract suitably qualified personnel as replacement, this could have a material adverse
effect on our business and results.
RISKS RELATED TO INVESTMENT IN OUR SHARES
Our Directors and certain Executive Officers own a large percentage of our Company and
could significantly influence the outcome of actions
Our Directors and certain Executive Officers will, in aggregate, beneficially own approximately 79.44%
of our issued share capital immediately after the Invitation (excluding the Reserved Shares, which
may be allotted pursuant to the Invitation). These shareholders, if acting together, would be able to
significantly influence other matters requiring shareholders’ approval, including the election of directors
and the approval of certain mergers or other business transactions.
Future sale of Shares could adversely affect our Share price
Our current shareholders hold a substantial number of our shares, which they will be able to sell to
the public in the near future. Except as otherwise described in the section titled “Moratorium” on
page 74 of this Prospectus, there is no restriction on the ability of the substantial shareholders to
sell their Shares either on the SGX Sesdaq or otherwise. Any sale of a substantial number of our
Shares after the Invitation by our current shareholders could cause our Share price to fall. In addition,
the sale of these Shares could impair our ability to raise capital through the issue of additional
Shares.
There has been no prior market for our Shares and this offering may not result in an active
or liquid market for these Shares
There has been no public market for our Shares prior to this Invitation. The Issue Price may not be
indicative of the market price of our Shares after the completion of this Invitation. The market price
of our Shares could be subject to significant fluctuations in response to various external factors and
events including the liquidity of Shares in the market, differences between our Group’s actual financial
and operating results compared to those expected by investors and analysts and the general market
conditions and broad market fluctuations. Although application has been made to list our Shares on
the Official List of SGX Sesdaq, there can be no assurance that an active trading market for our
Shares will develop or, be sustained if it develops.
21

ISSUE STATISTICS
Issue Price for each New Share $0.20
NET TANGIBLE ASSETS
NTA per Share based on our Proforma Group’s audited consolidated NTA as at
31 March 2000, adjusted for the Restructuring Exercise referred to on page 13 of
this Prospectus and the Stock Split:-
(a) before adjusting for the estimated net proceeds from the issue of the New
Shares based on the pre-Invitation share capital of 147,301,870 Shares 10.00 cents
(b) after adjusting for the estimated net proceeds from the issue of the New
Shares based on the post-Invitation share capital of 177,301,870 Shares 11.18 cents
Premium of Issue Price per Share over our Proforma Group’s audited consolidated
NTA per Share as at 31 March 2000, adjusted for the Restructuring Exercise referred
to on page 13 of this Prospectus and the Stock Split:-
(a) before adjusting for the estimated net proceeds from the issue of the New
Shares based on the pre-Invitation share capital of 147,301,870 Shares 100.00%
(b) after adjusting for the estimated net proceeds from the issue of the New
Shares based on the post-Invitation share capital of 177,301,870 Shares 78.89%
EARNINGS PER SHARE
Historical net earnings per Share of our Proforma Group for the financial year
ended 31 March 2000 based on the pre-Invitation share capital of 147,301,870
Shares 2.91 cents
Historical net earnings per Share of our Proforma Group for the financial year
ended 31 March 2000, based on the pre-Invitation share capital of 147,301,870
Shares, had the Service Agreements described on pages 69 and 70 of this
Prospectus been in place 2.84 cents
PRICE EARNINGS RATIO
Historical price earnings ratio based on the historical net earnings per Share of
our Proforma Group for the financial year ended 31 March 2000 based on the
pre-Invitation share capital of 147,301,870 Shares 6.9 times
Historical price earnings ratio based on the historical net earnings per Share of
our Proforma Group for the financial year ended 31 March 2000, based on the
pre-Invitation share capital of 147,301,870 Shares, had the Service Agreements
described on pages 69 and 70 of this Prospectus been in place 7.0 times
22

NET OPERATING CASH FLOW (1)
Historical net operating cash flow per Share of our Proforma Group for the
financial year ended 31 March 2000 based on the pre-Invitation share capital
of 147,301,870 Shares 3.98 cents
PRICE TO NET OPERATING CASH FLOW (1)
Historical price to net operating cash flow based on the historical proforma net
operating cashflow per Share for the financial year ended 31 March 2000 based
on the pre-Invitation share capital of 147,301,870 Shares 5.0 times
MARKET CAPITALISATION
Based on the Issue Price of $0.20 per Share and the enlarged share capital of
our Company after the Invitation of 177,301,870 Shares $35,460,374
Note:-
(1) Net operating cash flow is defined as net profit after tax and minority interests but before extraordinary items with
provision for depreciation added back.
23

CAPITALISATION
The following table illustrates our capitalisation (i) at 31 March 2000, (ii) as adjusted for the
Restructuring Exercise and sub-division and (iii) the proceeds of the Invitation. This table should be
read in conjunction with the section entitled “Review of Past Operating Results and Financial Positions”
set out on pages 42 to 55 of this Prospectus.
After
Restructuring
As at Exercise and After
$’000 31 March 2000 sub-division Invitation
Short-term Borrowings
Bank overdrafts — secured
Current portion of obligations under
877 877 877
hire purchase creditors — secured 336 336 336
1,213 1,213 1,213
Long-term Borrowings
Long-term portion of hire purchase
creditors — secured 268 268 268
268 268 268
Shareholders’ Funds
Issued and fully paid-up share
capital – (1) 14,730 17,730
Share premium – – 2,100
Revenue reserves (3) (3) (3)
(3) 14,727 19,827
Capitalisation 265 14,995 20,095 (2)
Note:
(1) The issued and fully paid-up share capital as at 31 March 2000 was $2.00 comprising 2 ordinary shares of $1.00 each.
(2) As at 30 September 2000, our bank overdraft was $228,000 and our current portion of obligations under hire purchase
creditors was $241,000. Our long-term portion of hire purchase creditors was $278,000 as at 30 September 2000.
Shareholders’ funds was $17,009,000 comprising issued and fully paid-up share capital of $14,730,000 and retained
reserves of $2,279,000. Had the proceeds of Invitation been included, our capitalisation as at 30 September 2000,
would have been $22,387,000.
24

DILUTION (1)
(a) The dilution to new investors in this Invitation is illustrated below:-
Issue price per Share $0.20
Audited NTA per Share of our Proforma Group as at 31 March 2000 before
adjusting for the estimated net proceeds from the issue of the New Shares
based on the pre-Invitation share capital of 147,301,870 Shares ($0.10)
Increase per Share attributable to new investors ($0.01)
Audited NTA per Share of our Proforma Group as at 31 March 2000 after
adjusting for the estimated net proceeds from the issue of the New Shares
based on the post-Invitation share capital of 177,301,870 Shares ($0.11)
Dilution per Share to new investors $0.09
or 45%
(b) The following table summarises our existing issued and fully paid-up Shares, the New Shares
issued pursuant to the Invitation, the total consideration paid (calculated before deduction of
underwriting and estimated offering expenses), the average price per Share paid by our existing
shareholders and the Issue Price per New Share paid by our new investors:-
No. of Shares % Amount % Average price
per Share
Existing Shares 147,301,870 83.1 14,730,187 71.1 0.10 (2)(3)
New Shares 30,000,000 16.9 6,000,000 28.9 0.20
Total 177,301,870 100.0 20,730,187 100.0
The difference between the price paid by our existing shareholders and new investors is $0.10
per Share.
Notes:-
(1) Dilution refers to the difference between the Issue price paid by our new investors and the net tangible value of
our Shares immediately after the Invitation.
(2) Based on our pre-Stock Split par value of $1.00 per share.
(3) In connection with the Invitation, our Chairman and Managing Director, Mr Chua Kim Hua, entered into separate
conditional share transfer agreements with four Executive Officers, one of which is related to Mr Chua, pursuant
to which Mr Chua agreed to sell to these four Executive Officers, after this Invitation, an aggregate of 3,606,350
existing Shares representing approximately 2.04% of our post-Invitation capital at $0.10 per Share. Please refer
to page 73 of this Prospectus for further details.
25

USE OF PROCEEDS
We expect to receive net proceeds of approximately $5.1 million after deducting estimated offering
expenses, from the issue of 30,000,000 New Shares. We intend to use the proceeds of the offering
for the following specific purposes:-
(i) approximately $4.0 million to finance business expansion as elaborated on page 56 of this
Prospectus;
(ii) approximately $0.5 million to finance the upgrading of warehousing facility and the installation
of the hardware and software for our inventory tracking system (our current inventory management
system is set out on page 40 of this Prospectus); and
(iii) the balance of $0.6 million to be used for working capital purposes.
Pending the deployment of the net proceeds for the purposes mentioned above, the proceeds from
the subscription of the New Shares may be deposited with banks or financial institutions or invested
in short term money market instruments, or used as working capital, as our Directors may in their
absolute discretion deem fit.
26

HISTORY
GENERAL INFORMATION ON OUR GROUP
King Wan Corporation Pte Ltd was incorporated in Singapore on 8 February 2000 as a private
limited company. In line with the change of our status to a public limited company, we were renamed
King Wan Corporation Limited on 7 November 2000.
We began operations on 1 October 1977. Through our wholly-owned subsidiary, King Wan Construction
Pte Ltd (“KWC”), we provided mechanical and electrical engineering services to main contractors in
the building and construction industry. During that period, we focused on providing M&E engineering
services relating to electrical, plumbing and sanitary installation works for Housing and Development
Board (“HDB”) residential projects.
Over the years and for the first time in 1987, we expanded our M&E engineering services to include
the replacement of mildsteel water tanks with water tanks made of reinforced concrete or reinforced
polyester fibreglass in the older HDB housing estates.
In 1993, we succeeded in securing a milestone project when we were engaged as the M&E
engineering subcontractor for a private residential project. The Melville Park condominium project
exposed us to the working methods, management techniques and the quality standards of private
developers. Melville Park was our first plumbing, sanitary and electrical installation services contract
for a private residential project. It was also our first design-and-build M&E project. The experience
gained from this private residential project led us to embark upon M&E engineering projects that
require higher skill sets. During that year, we were also appointed the M&E subcontractor for the
HDB design-and-build project at Tampines Neighbourhood 4 Contract 25, the first HDB design-andbuild
project secured by us.
In 1994, we expanded our services into HDB upgrading projects and were awarded an upgrading
project in Bukit Ho Swee Contracts 1 and 3 with an approximate contract value of $2.3 million.
During that year, we were also awarded a contract for the installation of plumbing and sanitary
systems for JTC factories at Tuas Link and a contract for the installation of plumbing, sanitary, gas
and fire protection systems for a HDB commercial development in Choa Chu Kang Neighbourhood
6 Contract 5. In 1995, we were awarded the electrical installation contract for Castle Green and
integrated M&E services contract for Sunny Springs, both of which were private residential projects.
We expanded our operations in 1996 through our wholly-owned subsidiary, K&W Mobile Loo Services
Pte Ltd (“K&W”), to include the supply, delivery and servicing of self-contained portable lavatories to
construction work sites and for other major public events such as the National Day Parade, Sheares
Bridge Run and the Millennium Party.
Our subsidiary, KWC, was granted an L4 grade by Building and Construction Authority (“BCA”), then
known as Construction Industry Development Board (“CIDB”), for electrical works in 1996. This allowed
us to take on electrical projects worth up to $5 million. We were graded an L5 for plumbing &
sanitary works in 1996 which enabled us to take on projects of up to $10 million.
We expanded our operations into the installation of air-conditioning and mechanical ventilation in
1997. We secured such a contract with the existing Kadang Kerbau Hospital on 1 October 1997. We
were also awarded a HDB commercial development project for the installation of plumbing, sanitary
and gas works at Woodlands Neighbourhood 5 Contract 7.
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In 1998, we were upgraded to an L5 contractor under the category “Electrical Engineering” and L6
contractor under the category “Plumbing and Sanitary Works”. The L5 and L6 categorisation allow us
to tender for projects of up to $10 million for electrical engineering works and unlimited value for
plumbing and sanitary works respectively. In that same year, we were also graded L1 contractor
under the categories “Air-conditioning Refrigeration and Ventilation Works”, “Communication and
Security Systems”, “Fire Prevention and Protection Systems” and “Underground Pipeline for
Telecommunications”. As at the date of this Prospectus, our BCA gradings are still intact. Our BCA
gradings will be due for review by BCA on 1 April 2001. During the year, we were awarded a project
for the supply and installation of plumbing & sanitary, electrical, air-conditioning and mechanical
ventilation (“ACMV”), fire protection and sprinkler systems for the Rivervale Executive Condominium
with an approximate contract value of $18.7 million.
In recognition of our quality management system for our services, our two subsidiaries, KWC and
K&W, were awarded ISO 9002 certification by the European Quality Assurance Limited in January
1999. ISO 9002 requires that we have a quality control system for all activities affecting the quality
of works and services performed. Examples of such activities are training, purchasing of materials,
inspection and quality control, documentation and data control.
Between April 1997 to September 2000, we completed over 33 contracts aggregating $173.1 million
in contract value in Singapore.
BUSINESS
We are principally engaged in the business of providing mechanical and electrical (“M&E”) engineering
services in Singapore. We are M&E subcontractors to main contractors in the Singapore building and
construction industry. Our M&E engineering services involve projects in the public and private residential
sectors. Our ancillary business is to supply, deliver and service portable lavatories to various sites,
such as property development work sites and areas where public events, such as the National Day
Parade and the Millennium Party, are held.
We derived approximately 98% of our turnover from our M&E services in the last three financial
years, of which plumbing and sanitary activities contributed approximately 79% to our turnover in the
last three financial years. Electrical system installation contributed approximately 19% to our turnover
in the same period. As our customers usually award fire protection as part of our plumbing and
sanitary contract and award communications and security system installation as part of our electrical
system installation contract, we are unable to differentiate the revenue derived from these other M&E
services. The remaining 2% of our turnover was derived from the lease rental income from our
portable lavatories.
Our revenue by activity are set out on page 44 of this Prospectus.
We provide a wide range of M&E engineering services and these can be classified as follows:-
(a) plumbing and sanitary systems;
(b) electrical engineering systems;
(c) fire protection and alarm systems;
(d) air-conditioning and mechanical ventilation systems;
(e) communication and security systems; and
(f) underground pipeline communication systems.
M&E systems must be designed by qualified and certified project architects and engineers. Our
customers will furnish us with the plans and designs for the M&E systems. Upon engagement for the
installation of M&E systems by our customers, we would purchase the required M&E materials such
as pipes and fittings and install them in accordance with the certified and approved building plans
set out by the project architect. Upon request by our customers, we may recommend certain cost
saving modifications to the project architect.
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Each of our M&E engineering services are described below:-
(a) Plumbing & Sanitary Systems
Our BCA grade “L6” allows us to take on plumbing and sanitary works of unlimited contract
value. Plumbing and sanitary systems form an intricate and important part of any building
development. Any water service installation for the supply of water from the public water mains
to any building development, and the installation and execution of all plumbing, sanitary and
drainage works is to be certified by a PUB licensed water service plumber.
The plumbing and sanitary works can be classified into several sub-sections:-
(i) Water Distribution System
Our plumbing and sanitary division is responsible for installing water distribution systems in
buildings. The water supply distribution system in any building must be designed to ensure
that pipes containing drinking and culinary water, potable water and impure water are
segregated. It is of utmost importance that water supply provided for drinking and culinary
purposes must not be contaminated.
When installing the water piping system to distribute water within a premise, we have to
ensure that there is adequate water pressure. We carry out installation of water distribution
systems in low-rise and high-rise buildings. We install low-level suction tanks, high-level
storage tanks, transfer pumping systems, pipes and fittings and valves to regulate a constant
pressure of water flow.
(ii) Hot and Cold Water Supply Systems within Dwellings
We install hot and cold water supply pipes to all taps or mixers of wash basins, kitchen
sinks, showers, baths, and water closets. We also install such fixtures and fittings and
water heaters.
(iii) Automatic Time-Controlled Refuse Chute Flushing System
We also install water flushing systems which can be activated automatically at pre-set
times by an electrical timer. This automated flushing system is usually used to clean refuse
or rubbish chutes.
(iv) Sanitary System
We install sanitary systems, consisting of a network of pipes for sewage and waste water
drainage. This sanitary system is required to dispose of discharges from sanitary wares
and waste pipelines quietly without posing nuisance or health hazard to the occupants in
the building. When installing a sanitary system, we have to ensure that the pipes are
suitably designed and installed to guard against fouling, deposit of solids and clogging. The
sanitary system must have adequate built-in passage ways to allow the sanitary pipes to
be readily cleaned and maintained.
The system must also be designed and installed to provide adequate circulation of air in all
pipes with no danger of leakages or blockages. The sanitary drainage system must have a
safety outlet to minimise the possibilities of clogging and the return of foul air to the building.
We also carry out minor sewerage works such as connecting a sewage system within a
premise to the public sewerage system.
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(v) Installation of Sanitary Appliances and Fittings
We also install sanitary appliances/fittings, such as toilet bowls, water tanks, bathroom
fixtures, flushing devices used in toilets, and their connection to the sanitary drainage system.
Our other installation services include:-
— the installation of underground sanitary pipes which are used for the discharge of soil
and waste water;
— waste water disposal system for car parks; and
— discharge wastewater from commercial kitchens which must be channelled into
designated underground grease filtering chambers before finally discharging to the
nearest underground sewerage system.
(b) Electrical Engineering Systems
We are graded “L5” by the BCA. This enables us to take on electrical engineering works for
contract values of up to $10 million.
Electricity Distribution Systems
We design and install the electricity distribution systems for buildings. The electricity distribution
system comprises networks of electrical cables and equipment to distribute electricity from the
electrical sub-stations to the end users. We install the main switchboards which receive electricity
supply directly from the local utility provider, PowerGrid Ltd. We also install cables and connections
to electrical switchboards.
We also install high and low voltage switchgears and install earthing systems that would prevent
any dangerous over voltages or excessive current on devices that can conduct electricity. The
earthing system also provides a secondary means for lightning protection, remove excessive
electrical current and to reduce or eliminate power surges in household electrical appliances.
(c) Fire Protection and Alarm System
We are graded “L1” by the BCA and this allows us to take on installation of fire protection and
alarm systems projects with contract value up to $100,000. Our fire protection systems include
the installation of fire hose reels, automatic sprinkler system, wet riser system, dry riser system,
fire hydrant system and fire extinguishers. Our systems are designed to comply with the
Singapore Code of Practice (“CP”) which is promulgated by the Singapore Productivity Standards
Board.
(d) Air-Conditioning and Mechanical Ventilation Systems
We are graded “L2” by the BCA which allows us to take on air-conditioning and mechanical
ventilation works of up to $500,000. Our ACMV services include the installation of air-cooled
split systems and mechanical ventilation systems. The air-cooled systems comprise of a
condenser and fan coils suitable for use in residential, commercial or industrial buildings.
Mechanical ventilation systems include car park ventilation and car park fume extraction systems.
We also install “fresh air” systems and space pressurisation or space exhaust systems. These
mechanical ventilation systems consist of fan, control components and ducting network.
30

(e) Communications & Security Systems
We have been graded “L1” by the BCA for carrying out communications and security system
works of up to $100,000.
Communications & security systems include the following:
(i) Installation of Communal Antennae Television Systems and Security Systems
This involves the installation of broadband reception systems that integrate microwave and
satellite links via coaxial or fibre optic cables. These central antenna TV and master antenna
TV systems utilise broadband communication technology and are capable of delivering
more than 100 television channels simultaneously.
We also provide installation services for security system such as the intrusion alarm system,
surveillance TV systems, card access systems, and electromagnetic door locks.
(ii) Telecommunication Systems
This involves the installation of phone and facsimile lines complete with all sockets, Private
Automatic Branch Exchange (“PABX”) accessories and Key Phone systems in compliance
with the Code of Practice promulgated by Telecommunication Authority of Singapore (“TAS”).
(f) Underground Telecommunications Systems
The installation of underground telecommunication lines comprises basic telephone wiring facilities
including underground pipes, cable trays, trunkings and conduits. These works will include the
construction of plant rooms, manholes, pipelines and riser ducts.
The M&E engineering sector is classified into 14 main services as categorised by BCA:-
ME01 Air-conditioning, Refrigeration & Ventilation Work
ME02 (1) Building Automation, Industrial & Process Control Systems
ME04 Communication & Security Systems
ME05 Electrical Engineering
ME06 Fire Prevention & Protection Systems
ME07 High & Low Tension Overhead Line Installation
ME08 Internal Telephone
ME09 Lift & Escalator Installation
ME10 Line Plant Cabling/Wiring for Telecommunications
ME11 Mechanical Engineering
ME12 Plumbing & Sanitary Works
ME13 Traffic Light Systems
ME14 Underground Pipeline Telecommunications
ME15 Integrated Building Services
Note:-
(1) Under BCA grading, ME03 is currently not coded.
31

Of the 14 above mentioned categories, we have been awarded seven financial grades for each of
the following M&E services and our current respective BCA gradings are as follows:-
Category Grade
Electrical Engineering (ME05) L5
Plumbing and Sanitary Works (ME12) L6
Fire Prevention & Protection Systems (ME06) L1
Air-conditioning, Refrigeration & Ventilation Work (ME01) L2
Communication & Security Systems (ME04) L1
Underground Pipeline for Telecommunications (ME14) L1
Integrated Building Services (ME15) L3
These BCA grades limit the contract value of the government agencies’ projects we can directly
tender for. However, the private sector uses this grading as a guide for determining our capabilities
but does not limit the contract value awarded. The gradings awarded by BCA are usually valid for a
period up to three years, and are subject to review at anytime within that period. Our BCA gradings
will be due for review by BCA on 1 April 2001.
Based on BCA Registration Requirements (June 2000 Edition), BCA grades M&E contractors, on a
scale ranging from L1 (lowest) to L6 (highest), based on the following criteria:-
Financial Requirements
Companies must have a minimum paid-up capital and net capital worth of at least 5% of the contract
value tendered for. The latest audited accounts of the companies must also be submitted during
application for verification.
Personnel Requirements
Companies must employ a sufficient number of full-time qualified technical personnel necessary for
each registration grade in Singapore to carry out the work corresponding to the registration grade
applied for.
Track Record Requirements
Companies must have completed projects relevant to their M&E services categories in the last three
years. The total value of these projects must be equal to the tendering capacity of the registration
grades applied for. Relevant letters of award must be presented to substantiate the companies’ track
records.
Additional Requirements
Certain requirements specific to the particular M&E category may be required by BCA, such as the
possession of valid licences. In addition, all companies must be registered with the Registry of
Companies and Businesses (“RCB”).
Tender Process
All our projects are awarded on an invited tender basis. Main contractors competing for new projects
may invite us to provide quotations with respect to the M&E works of the project. Our quotation
would be based on the job and materials specifications of the project. On occasion, our Group may
provide quotations for M&E services to different main contractors competing for the same project.
For “Design-and-build” projects, the developers would invite construction companies and professionals
including architects and engineers specialising in civil, structural and M&E engineering to form a
team to participate in the “Design-and-build” project where each member of the team contributes his
expertise in his area of speciality to achieve a better design. These construction companies may
approach us to form alliances to jointly bid for the project. We would carry out the detailed design
and recommend modifications for the plumbing, sanitary and electrical distribution systems with the
aim of reducing costs for our clients.
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To the best of our knowledge and belief, main contractors usually use the BCA grading as a guide
to determine the capabilities of the subcontractors who are invited to tender. The track record and
manpower resources of the subcontractor are used to gauge if the subcontractor is suitable to tender
for the project. In addition, past business relationships and whether a company is ISO 9002 certified
might also influence which subcontractor is invited to tender for a project.
In the event the main contractor that we teamed up with is awarded the contract, the main contractor
may request for re-negotiation of our final contract price. Our contract price would be based on our
estimated costs to perform the M&E installation works including our cost of materials, manpower,
overheads and our anticipated profits. Our contract sum may be adjusted if there are changes in the
design or the project specifications.
Tender/Contract Review
We have a tender committee comprising Executive Directors, General Manager, project managers
and quantity surveyors. Typically the tender committee would perform the following evaluation
procedures:
1. Pre-Tender Exercise
• Understand the scope of work required by the customer by studying the tender documents,
drawings and specifications
• Resolve any ambiguities and discrepancies arising from the tender documents, drawings
and specifications with the developer or main contractor
• Carry out situational analysis to ensure that we have sufficient resources to allocate to the
project
• Estimate quotation calculated based on the given scope of works
2. Post Tender Exercise
• Answer to customer’s queries on the submitted tender documents
• Prepare for tender interview
• Verify the letter of award
• Verify the contract document for accuracy
• Clarify variation orders and determine its implications on costs and time
• Perform viability and cost effectiveness study of variation orders
• Obtain letter of confirmation on variation orders
3. Project Execution
• Prepare a project plan detailing scope of work, schedule of work, works instruction, inspection
and test plans
• Allocate the responsibilities of the project to the relevant personnel
• Prepare and review the list of materials required for the project
• Periodic review of project progress
• Monitor material usage and labour allocation
• Assess work quality
• Ensure adherence to project specifications, safety and industrial standards
• Liaise with relevant authorities such as surveyors and engineers on project certification
33

4. After Sales Services
• Attend to customer’s complaint on defects during liability or maintenance period which is
usually between 12 and 24 months as may be specified in the contract. The cost of
rectification is borne by us if the defect is due to our initial poor workmanship. In the last
three financial years, an average of approximately $0.6 million per annum was incurred for
rectification of defects.
Our Completed Projects
Between April 1997 and September 2000, we have completed an aggregate of $173.1 million of
contracts. These projects include Jurong West Neighbourhood 6 Contract 4, Choa Chu Kang
Neighbourhood 4 Contract 11, Sunny Springs and Rivervale Executive Condominium. Approximately
24.6% of these projects are design-and-build projects with a total contract value of about $42.6
million.
The M&E projects completed by us can be categorised into two broad categories, public and private
residential projects. About 84% of our M&E turnover for the last three financial years was derived
from public residential projects. The remaining 16% of our M&E turnover was contributed by private
residential projects.
M&E services completed by us between April 1997 and September 2000 that exceeded $3 million in
contract value are as follows:-
Contract
Date of Date of Value
Details of Completed Project Award Completion (S$ million)
Plumbing and Sanitary Works (Public Housing)
Sanitary, plumbing and gas installation at Toa Payoh November June 1997 4.2
Redevelopment Contract 8 1994
Sanitary, plumbing and gas installation at Woodlands December August 1997 4.2
Neighbourhood 5 Contract 4 (Design-and-build) 1995
Sanitary, plumbing, gas and fire protection installation March November 3.3
at Choa Chu Kang Neighbourhood 4 Contract 12 1996 1997
Sanitary, plumbing, gas and rainwater down pipe April 1995 December 8.0
(“RWDP”) installation at Jurong East 1997
Neighbourhood 2 Contracts 17, 18 and 19
Sanitary, plumbing, gas and fire protection installation January December 3.8
at Sengkang Neighbourhood 2 Contract 1 1996 1997
Sanitary, plumbing, gas and fire protection installation November January 3.2
at Kangkar Neighbourhood 1 Contract 8 1995 1998
Sanitary, plumbing, gas and fire protection installation November February 5.0
at Kangkar Neighbourhood 1 Contract 7 1996 1998
Sanitary, plumbing, gas, fire protection and RWDP July 1996 March 1998 6.6
installation at Choa Chu Kang Neighbourhood
4 Contract 11
Sanitary, plumbing, gas and fire protection installation January March 1998 4.0
at Woodlands Neighbourhood 6 Contract 7 1996
Sanitary, plumbing, gas and fire protection installation September May 1998 3.8
at Bukit Panjang Neighbourhood 6 Contract 1 1995
Sanitary works for upgrading at Toa Payoh Batch 4 March 1996 November 4.7
1998
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Contract
Date of Date of Value
Details of Completed Project Award Completion (S$ million)
Sanitary, plumbing, gas and fire protection installation October December 3.2
at Geylang Redevelopment Contract 16A 1996 1998
Sanitary, plumbing and gas installation at Jurong January May 1999 7.2
West Neighbourhood 6 Contract 4 1997
(Design-and-build)
Sanitary, plumbing, gas and fire protection installation June 1997 June 1999 3.8
at Sembawang Neighbourhood 4 Contract 2
Sanitary, hot & cold water and gas installation at November October 6.1
Jurong West Neighbourhood 6 Contracts 17 and 18 1997 1999
Sanitary, plumbing, gas and fire protection installation October November 4.0
at Ang Mo Kio Redevelopment Contract 8 1997 1999
Sanitary, plumbing, gas and fire protection installation May 1998 January 3.0
at Sengkang Neighbourhood 2 Contracts 20 and 21 2000
Sanitary, plumbing, gas and fire protection installation March 1998 March 2000 3.7
at Bukit Panjang Neighbourhood 6
Contracts 6 and 7
Sanitary, plumbing, gas and fire protection installation May 1998 April 2000 4.6
at Jurong West Neighbourhood 6 Contract 30
Subtotal 86.4
Electrical Works (Public Housing)
Electrical and CATV installation at Woodlands December August 1997 4.7
Neighbourhood 5 Contract 4 (Design-and-build) 1995
Electrical and CATV installation at Jurong West January May 1999 7.7
Neighbourhood 6 Contract 4 (Design-and-build) 1997
Electrical and CATV installation at Jurong West March 1998 October 1999 6.0
Neighbourhood 6 Contracts 17 and 18
Subtotal 18.4
TOTAL 104.8
Plumbing and Sanitary Works (Private Housing)
Sanitary, plumbing and gas installation at Rivervale July 1998 June 2000 6.2
Executive Condominium (Design-and-build)
Subtotal 6.2
Electrical Works (Private Housing)
Electrical works installation at Castle Green March 1995 April 1997 6.0
Electrical works installation at The Sunny Springs January December 3.1
1996 1997
Electrical works installation at Rivervale Executive July 1998 June 2000 6.5
Condominium (Design-and-build)
Subtotal 15.6
TOTAL 21.8
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We completed the following projects with contract values exceeding $3 million as integrated service
provider through the provision of multiple M&E works such as plumbing & sanitary, electrical and
ACMV or fire protection works between April 1997 and September 2000.
Contract
Date of Date of Value
Details of Completed Project Award Completion (S$ million)
Public Residential Projects
Sanitary, plumbing and electrical installation at December August 8.9
Woodlands Neighbourhood 5 Contract 4 1995 1997
(Design-and-build)
Sanitary, plumbing and electrical installation at January
Jurong West Neighbourhood 6 Contract 4 1997 May 1999 14.9
(Design-and-build)
Sanitary, plumbing and electrical installation at December October 12.2
Jurong West Neighbourhood 6 1997 1999
Contracts 17 and 18
Sanitary, plumbing and electrical installation at February August 3.5
Everton Park Precinct 1998 2000
Subtotal 39.5
Private Residential Projects
Sanitary, plumbing and electrical installation at December December 6.0
The Sunny Springs 1995 1997
Sanitary, plumbing, electrical, ACMV and fire January June 2000 18.7
protection installation at Rivervale Executive 1998
Condominium (Design-and-build)
Subtotal 24.7
TOTAL 64.2
Our Current Projects
Our current projects of contract values $3 million and above which we are providing M&E services to
are listed below:-
Contract
Date of Date of Value
Details of Current Project Award Completion (S$ million)
Sanitary, plumbing and gas installation at Jurong July 1999 January 6.1
West Neighbourhood 9 Contract 14 2001
(Design-and-build)
Sanitary, plumbing, gas, fire protection, electrical March 1999 April 2001 7.2
and CATV installation at Choa Chu Kang
Neighbourhood 6 Contract 14
Sanitary, plumbing, gas, fire protection, electrical December June 2001 11.8
and CATV installation at Bukit Merah 1998
Redevelopment Contract 47
Electrical and CATV installation at Woodlands February December 7.2
Neighbourhood 6 Contract 21 (Design-and-build) 2000 2001
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Contract
Date of Date of Value
Details of Current Project Award Completion (S$ million)
Sanitary, plumbing, gas and fire protection installation April 1999 March 2002 3.7
at Bukit Merah Redevelopment Contract 45
Sanitary, plumbing, gas, rainwater disposal and minor February November 5.9
sewer installation at Bukit Panjang Neighbourhood 6 2000 2002
Contract 8 (Design-and-build)
Sanitary, plumbing, gas, fire protection, electrical and November December 7.0
CATV installation at Kallang Whampoa 1999 2002
Redevelopment Contract 45
Sanitary, plumbing, electrical and CATV installation at September March 9.8
Punggol East Contract 28 (Design-and-build) 2000 2003
Subtotal 58.7
Private Residential Projects
Sanitary, plumbing, fire protection and electrical September October 8.8
installation at Seletar Springs Condominium 1998 2000
Sanitary, plumbing, fire protection and electrical January January 15.9
installation at Aquarius by the Park 1997 2001
(Design-and-build)
Sanitary and plumbing installation at Clearwater August August 3.8
Condominium 1999 2001
Sanitary, plumbing, gas, RWDP services, fire December November 10.0
protection and electrical installation at Hillington 1999 2001
Green (Design-and-build)
Sanitary, plumbing, electrical, ACMV, fire sprinkler November October 7.8
system installation at Sun Haven Condominium 2000 2002
(Design-and-build)
Subtotal 46.3
TOTAL 105.0
Business Strategy
(a) We intend to improve our M&E integrated services
We intend to build on our M&E integrated services, particularly in the design and installation of
plumbing & sanitary, electrical engineering, air-conditioning and mechanical ventilation systems
and fire protection and alarm systems, through increasing our efforts in securing more M&E
integrated services projects and continual upgrading of our skills. As an integrated service
provider, we are able to provide multiple categories of M&E services for any project and position
ourselves competitively.
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(b) We intend to diversify our income base
While we will continue to remain focused on our M&E services to the residential sector, we
intend to diversify our income base to include other sectors. Currently, approximately 98% of
our turnover is derived from the residential property sector. We intend to expand our operations
into commercial, industrial and institutional building sectors. For example, in March and June
2000, we secured two contracts for the provision of M&E services for two educational institutions.
We also intend to provide M&E services to the light-flatted industries. As at the date of this
Prospectus, we have been awarded one such project for the supply and installation of plumbing
& sanitary and electrical systems to an industrial building at Jalan Kilang Barat with a contract
value of approximately $1.3 million.
(c) We intend to expand our scope of M&E services
We anticipate that home automation, safety, security and Internet readiness would likely become
an increasingly common feature for new premises. Structured cabling forms the backbone to
these intelligent features. A high degree of competency is required for the installation of the
fibre optic cable networks and UTP, which constitutes the structured cabling system.
We currently are able to provide M&E services for the installation of the essential structured
cabling system that supports intelligent-building architectures. We plan to further increase our
current scope of activities in this aspect to include additional new areas such as safety and
security systems. Structure cabling systems is similar to the conventional telecommunications
system and we have secured a $2.8 million contract in June 2000 to provide plumbing &
sanitary, electrical, air-conditioning and mechanical ventilation and fire protection systems
installation, including computer cabling and wiring, for a primary school along Thomson Road.
We commenced work on this project in June 2000 and expect to complete the project in August
2001. In June 2000, we commenced training our staff through external training programmes
such as those conducted by Infocomm Development Authority of Singapore and Singapore
Telecommunication Ltd to enhance their competency and knowledge in the design and installation
of such systems. We believe that entry into this market will increase our range of M&E services.
(d) We intend to increase our activity in design-and-build projects
We believe that there will be an increasing trend towards “design-and-build” construction projects
as opposed to the conventional “design-bid-build” construction projects. In a conventional “designbid-build”
project, we provide only the M&E systems installation services. In contrast, for “designand-build”
projects, we provide higher value added services such as detailed design and
recommend cost saving modifications in addition to the M&E systems installation services.
Design-and-build construction projects require co-operation and collaboration among consultants,
contractors and developers that would result in a more efficient construction activity where
labour and cost saving modifications have been integrated into the design of the project.
Between April 1993 and September 2000, we have completed the M&E installations works for
three HDB design-and-build projects and have four on-going HDB design-and-build projects. In
the private residential sector, we have completed the M&E installation works for two designand-build
projects and have three on-going private sector design-and-build projects. We intend
to build on our design-and-build experience to increase our business in this area.
Quality Control and Assurance
We place strong emphasis on the quality work and services performed for our projects. We have in
place a quality management system for our M&E services and mobile toilet services and were
awarded the ISO 9002 certification by the European Quality Assurance Limited in January 1999. ISO
9002 requires that we have a quality control system for all activities affecting the quality of works
and services performed. Examples of such activities are training, purchasing of materials, inspection
and quality control, documentation and data control.
38

Our ISO manual sets out the guidelines for the implementation of our quality management system.
Our quality policy is to “provide works and services of quality and reliability” and “doing it right the
first time”. This is achieved by ensuring that work is performed in compliance with contract specifications
and regulations.
Our suppliers and the quality of their goods are evaluated regularly to ensure that our quality standards
are not compromised. The quality of our suppliers is evaluated on our criteria, which includes pricing,
service quality, level of warranty provided and ability to deliver on time. Our management would
review the performance of our suppliers annually. We also engage project engineers to make daily
site inspections to monitor quality and compliance for all our projects. Our quality assurance managers
would inspect our project sites at least twice a year to ensure compliance with our standards of
quality control.
A project quality plan is prepared for each project. The scope of work, codes for compliance, project
execution schedule, works instructions, specific client requirements, inspection and test plans are set
out in the project quality plan. Our project manager would ensure that the project is executed in
accordance with the project quality plan. Another project manager would be assigned to independently
review the execution of the plan to ensure that the project quality plan is adhered to. Our management
would review the quality management system on a yearly basis to ensure that the process is in line
with the requirements of the projects we take on.
Staff Training
We recognise the need for continued development and improvement of the skill level of our employees.
Thus, we constantly provide on-the-job internal training and enrol our employees in external training
programmes.
Specific training needs are identified and the relevant employees are sent for external courses
conducted by recognised bodies to upgrade their skills in accordance to their specific responsibilities
and areas of work. Employees may also request to attend external courses, seminars and training to
improve their skills. External training programmes include project management, construction safety
supervision, information technology and other courses related to the latest developments in the M&E
engineering services field.
In June 2000, we had commenced training, through external training programmes conducted by
Infocomm Development Authority of Singapore and Singapore Telecommunication Ltd, for the relevant
staff who is engaged in the installation of structured cabling. For the past three financial years, our
annual training expenses amounted to an average of 1% of operating expenses.
Marketing
Our Executive Directors and general manager are responsible for maintaining customer relationships
with us. Through our performance of past projects, independent M&E consultants whom we had
worked with in the past and are currently working with may refer new customers to us. We obtain all
of our invitation to tender from main contractors based on such independent referrals. In addition, we
have set up a website to provide information on our Group’s businesses to the public. The website
also includes information on our range of services. We have outsourced the setting up and maintenance
of our website to a third party. The cost of the website was nominal.
We engage two sales representatives to market our portable lavatories to main contractors who
have been awarded new projects and public and private event organisers. In certain urban rivers and
water catchment areas such as Jurong, Seletar and Sembawang, the use of portable lavatories is
regulated and mandated at the work sites by ENV.
39

Inventory Management System
We have approximately 50,000 square feet of warehouse space, where our commonly used materials
such as uPVC pipes and fitting, copper pipes and fittings and electrical cables are kept. We have a
computerised inventory system that provides on-line information on our stock levels. This inventory
system allows us to schedule and plan for our stock requirements to ensure we have sufficient
material to complete a project and not cause a delay in the completion of our M&E services.
Stocktakes are conducted on an annual basis, both for us to monitor our stock levels and to check
against the quantity captured in our inventory system. We also perform weekly random checks on
selected items of inventory. To date, we have no material adjustments arising from discrepancies
between our physical stock and inventory system. As at 30 September 2000, we had approximately
$1.5 million of inventory at cost as shown at pages 43 and 106 of this Prospectus.
We intend to upgrade our inventory system by installing computer terminals and inventory software
that would allow us to update our inventory records and monitor movement of inventory on-line. We
plan to install additional storage shelves to optimise the utilisation of our warehouse space and
purchase new equipment to lift and move heavy items in our warehouse. The estimated cost of
upgrading our inventory system and purchases of equipment is estimated at $0.5 million as described
on page 26 of this Prospectus. We expect the new inventory system to be completed by December
2001.
Government Regulations
Labour Policies
The Singapore construction industry is dependent on foreign labour due to a small local construction
labour force. Any changes in the labour policies and laws on the employment of foreign labour would
therefore have an impact on our ability to employ such workers and may affect our labour costs.
The Ministry of Manpower regulates the employment of foreign workers in Singapore. Presently, the
Ministry of Manpower imposes a levy of $470 per month on every unskilled foreign worker and $30
per month on every skilled worker. The Ministry of Manpower also limits the number of foreign
workers that companies can employ by setting a ratio of foreign workers to local workers under a
company’s employment. The Ministry of Manpower sets the ratio at five foreign workers to one local
worker for all companies.
Any changes to the rates of foreign workers’ levies and the above ratio may affect our ability to
employ foreign workers. As a result, our work schedules, the number of projects secured by us and
our financial performance may be affected.
We currently have approximately 430 foreign workers which accounts for approximately 76.0% of
our workforce. In FY 2000, foreign workers’ levies totalled $1,100,000 and accounted for approximately
19% of our net profit before tax.
BCA Regulations
Certain aspects of our M&E work processes are subject to the provisions of the Building Control Act
(Cap 29) and the Building Control Regulations (Cap 29) (“BCA Regulations”). The BCA Regulations
require our work processes, our supervising staff and the materials utilised in our work process to
comply with standards imposed under the BCA Regulations and the Code of Practice (“Code”).
Any changes to the BCA Regulations and the Code may affect our work processes, which may
affect our costs and the time taken to complete the projects.
40

Our Licences
We currently have two licences related to our provision of M&E services.
We have a Telecommunications Wiring Licence from the Information and Communication Development
Authority of Singapore, which allows us to engage in telecommunications systems installation works.
To obtain this licence, we have to engage at least one licensed telecommunications installer in our
employ. This licence is renewable annually. This licence would be revoked if the licensee was found
to have engaged in malpractice or corruption.
We also have an Electrical Contractor’s Licence from the Public Utilities Board, which allows us to
engage in our electrical installation works. To obtain this licence, we have to engage at least one
licensed electrical worker in our employ. The Electrical Contractor’s Licence is renewable annually.
The licence would be revoked if the licensee was found to have malpractice or negligence.
Y2K Compliance
Our Directors have taken steps to ensure that the equipment and computer systems critical to the
proper functioning of our business operations will continue to function without disruption. The cost of
the Y2K compliance exercise was minimal.
As at the date of this Prospectus, we have not encountered any problems relating to the Y2K issue.
However, as the full scope and impact of the Y2K issue cannot be fully ascertained at this juncture,
there can be no assurance that we would not encounter any problems relating to the Y2K issue.
Nevertheless, based on our current assessment of the Y2K issue, we do not anticipate the Y2K
issue to have any significant impact on our business, operations or financials.
41

REVIEW OF PAST OPERATING RESULTS AND FINANCIAL POSITIONS
The following selected financial information should be read in conjunction with the full text of this
Prospectus, including the Accountants’ Report set out on pages 89 to 103 of this Prospectus.
Operating Results of the Proforma Group (1)
< Financial year ended 31 March > Six months Six months
ended ended
30 September 30 September
($’000) 1998 1999 2000 1999 (2) 2000 (3)
Turnover (4)(5) 51,315 40,279 59,141 29,776 44,918
Operating profit before
depreciation, interest and
taxation 1,574 5,143 6,762 4,498 3,676
Other income/(expenses) 287 343 660 451 439
Depreciation
Net Interest Income/
(905) (1,421) (1,572) (661) (816)
(expenses)
Profit before tax and
(56) 54 (49) (24) (24)
extraordinary items 900 4,119 5,801 4,264 3,275
Taxation
Profit after taxation but before
minority interests and
(393) (1,380) (1,513) (998) (993)
extraordinary items 507 2,739 4,288 3,266 2,282
Minority interests – – – – –
Extraordinary items
Profit attributable to
shareholders of the
– – – – –
Company 507 2,739 4,288 3,266 2,282
EPS (cents) (6) 0.34 1.86 2.91 (7) 2.22 1.55
Diluted EPS (cents) (8) 0.29 1.54 2.42 (7) 1.84 1.29
Dividends declared per Share
Notes:-
– – 2.71 – –
(1) The financial statements of the Proforma Group for the periods under review have been prepared on the basis that the
Proforma Group has been in existence throughout the periods under review.
(2) Based on management accounts.
(3) Based on limited review by Deloitte & Touche. Please refer to pages 104 to 106 of this Prospectus.
(4) Prior to 1 April 1998, we recognised revenue and costs upon completion of 25% of the estimated cost to completion for
the project (“Completion”). However, with effect from 1 April 1998, we increased the revenue and cost recognition
threshold to 50% of Completion. Our management is of the view that as the size and number of projects increase, the
unanticipated costs to completion can be more accurately estimated at the 50% stage of Completion. By increasing the
threshold of revenue and costs recognition, our management believes that it would better reflect the matching of our
project revenues and costs, so as to have a better assessment of our project profits earned. The percentage completion
method is in line with the Singapore Accounting Standards and industry practice. Had we recognised revenue upon the
25% stage of Completion, our revenue and profit before tax for FY 1999 would have been $51,700,000 and $4,700,000
respectively and our revenue and profit before tax for FY 2000 would have been $70,100,000 and $6,300,000 respectively.
(5) In FY 2000, one of our subsidiaries, K&W, changed its accounting financial year-end from December 31 to March 31 to
align its year-end with that of ours. Had our subsidiary maintained its year-end at December 31, our revenue and profit
before tax for FY 2000 would have been $59,081,000 and $5,799,000 respectively. There were no changes to our
Group’s accounting policy from FY 1998 to FY 2000.
(6) For comparative purposes, EPS for the periods under review have been computed based on the profit after taxation but
before extraordinary items and the pre-Invitation share capital of 147,301,870 Shares.
(7) Had the Service Agreements as described on pages 69 and 70 of this Prospectus been in effect in FY 2000, our profit
before tax and earnings per share would have been $5.6 million and 2.84 cents respectively. The adjusted price earnings
ratio would have been 7.0 times based on the Issue Price of $0.20. Our diluted earnings per share would have been
2.36 cents.
(8) For comparative purposes, diluted EPS for the periods under review have been computed based on the profit after
taxation but before extraordinary items and the post-Invitation share capital of 177,301,870 Shares.
42

Financial Positions of the Proforma Group (1)
< As at 31 March >
As at
30 September
($’000) 1998 1999 2000 2000 (2)
Property, plant and equipment 12,203 23,052 20,061 19,713
Investments 1,961 1,697 499 499
Properties held for development
Current assets
4,994 – – –
Cash and bank balances 392 527 1,886 1,830
Trade receivables 8,870 9,884 8,621 6,869
Amount due from Directors 293 630 206 (3) –
Staff loans receivable 492 999 438 16
Amount due from related companies (4) 3,882 4,779 – –
Amount due from related parties 1,025 508 1 (5) –
Other receivables and prepaid expenses 142 92 127 208
Construction work-in-progress 747 – – 3,161
Inventories, at cost 58 274 1,251 1,496
Total current assets
Current liabilities
15,901 17,693 12,530 13,580
Bank overdrafts (6,110) (2,340) (877) (228)
Construction work-in-progress – (8,232) (2,209) –
Trade payables (15,361) (16,250) (11,720) (11,571)
Other payables (1,223) (643) (230) (985)
Income tax payable (1,202) (1,726) (2,491) (3,213)
Dividend payable
Current portion of obligations under hire
– – – –
purchase contracts (513) (545) (336) (241)
Total current liabilities (24,409) (29,736) (17,863) (16,238)
Net current liabilities (8,508) (12,043) (5,333) (2,658)
Non-current liabilities (904) (507) (500) (545)
Net assets 9,746 12,199 14,727 17,009
Shareholders’ funds
Issued share capital (6) 1,020 1,520 14,730 14,730
Retained reserves 8,726 10,679 (3) 2,279
Shareholders’ funds 9,746 12,199 14,727 17,009
Pre-Invitation NTA per Share (cents) (7) 6.62 8.28 10.00 11.55
Post-Invitation NTA per Share (cents) (8) 5.50 6.88 8.31 9.59
Notes:-
(1) The financial statements of the Proforma Group for the periods under review have been prepared on the basis that the
Proforma Group has been in existence throughout the periods under review.
(2) Based on limited review by Deloitte & Touche. Please refer to pages 104 to 106 of this Prospectus.
(3) The amount due from Directors was fully repaid on 1 April 2000.
(4) Related companies are defined as subsidiary and associated companies no longer included in the Proforma Group due
to their disposal in FY 2000.
(5) The amount due from related parties was fully repaid on 31 July 2000.
(6) The issued share capital in FY 1998 and FY 1999 represents the combined share capital of our subsidiaries in those
periods as King Wan Corporation Limited was incorporated on 8 February 2000. In FY 2000, we capitalised $14,730,185
as share capital pursuant to our Restructuring Exercise detailed on page 13 of this Prospectus.
(7) For comparative purposes, NTA per Share for the periods under review have been computed based on the pre-Invitation
share capital of 147,301,870 Shares.
(8) For comparative purposes, NTA per Share for the periods under review have been computed based on the post-
Invitation share capital of 177,301,870 Shares.
43

Past Performance by Activity
Turnover by activity
Six months Six months
ended ended
30 September 30 September
($’000) FY 1998 FY 1999 FY 2000 1999 (1) 2000 (2)
M&E Services
– Plumbing & sanitary services 44,336 30,657 43,516 24,031 22,441
– Electrical services 6,130 8,625 14,525 5,211 21,708
Mobile toilet services 849 997 1,100 534 769
51,315 40,279 59,141 29,776 44,918
Profit before tax by activity
Six months Six months
ended ended
30 September 30 September
($’000) FY 1998 FY 1999 FY 2000 1999 (1) 2000 (2)
M&E services (1) 698 4,047 5,639 4,100 3,141
Mobile toilet services 202 72 162 164 134
Profit before tax margin by activity
900 4,119 5,801 4,264 3,275
Six months Six months
ended ended
30 September 30 September
($’000) FY 1998 FY 1999 FY 2000 1999 (1) 2000 (2)
M&E services (1) 1.4 10.3 9.7 14.0 7.1
Mobile toilet services 23.8 7.2 14.7 30.7 17.4
Notes:-
(1) Based on management accounts.
(2) Based on limited review by Deloitte & Touche. Please refer to pages 104 to 106 of this Prospectus.
(3) We are unable to state the breakdown figures at the profit level because our existing system does not track project
costs by the type of M&E services provided, owing to occasional overlap in areas of work as we provide integrated
services for plumbing & sanitary and electrical services together with other M&E services such as air-conditioning and
mechanical ventilation, fire-protection and communications systems. The costs of materials, labour and manpower utilised
is tracked on a per project basis and the costs are not tracked on per type of M&E service basis
Past Performance by Geographical Region
Between FY 1998 and FY 2000, we derived all our income from Singapore.
44

REVIEW OF PAST OPERATING RESULTS
Overview
We provide M&E engineering services to main contractors in the Singapore construction industry.
Approximately 98% of our turnover and approximately 96% of our profit before tax is generated from
our M&E services in the last three financial years. We also rent and service our mobile lavatories to
main contractors and event organisers in Singapore. Such mobile lavatory leasing services contributes
to approximately 2% of our turnover and approximately 4% of our profit before tax in the last three
financial years.
Design-and-build projects contributed to approximately 15.8%, 18.3%, 36.0% and 28.0% of our total
turnover in FY 1998, FY 1999, FY 2000 and the six months ended 30 September 2000, respectively.
These projects contributed to approximately 58.0%, negative 13.4%, 27.0% and 28.0% of our profit
before tax in FY 1998, FY 1999, FY 2000 and the six months ended 30 September 2000, respectively.
In FY 1999, we increased budgeted costs to completion for one uncompleted project by approximately
$0.8 million. The increase in costs did not materialize in FY 2000 and the excess profits of
approximately $0.6 million were booked in FY 2000 when we completed the project. Between FY 1998
to 30 September 2000, we completed four design-and-build contracts of $23.8 million in aggregate
contract value.
Our Revenue
Our M&E services revenue is predominantly from our plumbing and sanitary installation services. As
an integrated service provider, our customers award fire protection as part of our plumbing and
sanitary contract. Plumbing and sanitary activities contributed approximately 79% to our revenue in
the last three financial years.
We have included sale of sanitary and plumbing products such as wash basins and toilet bowls in
our plumbing and sanitary revenue. These products were sold to our customers in the course of our
installation of the plumbing and sanitary systems. We would purchase these products and install
them as part of our plumbing and sanitary system. These products are billed to our customers at a
cost plus mark-up. Sale of these products accounted for approximately 5% of our total revenue in
the last three financial years.
The second major component of our M&E services revenue is electrical system installation.
Occasionally, our customers also award communications and security system installation as part of
our electrical system installation contract. Electrical system installation contributed approximately 19%
to our revenue in the last three financial years. The remaining 2% was derived from the lease rental
income of portable lavatories to main contractors and event organisers. Our revenue is not subject to
seasonality.
Our revenue from our M&E services is recognised on the percentage of completion method. This is
in accordance with the Singapore Accounting Standards and industry practice. If the costs incurred
on a project do not exceed 50% of the estimated cost to completion (“Completion”) when we finalize
our annual accounts, the project revenues and costs would be deferred as work-in-progress in the
balance sheet. A net asset in the work-in-progress account would mean that we have not fully billed
customers for all the works completed. A net liability in the work-in-progress account would mean
that the total value of our progress billings is more than the costs incurred to date. The net liability
is an indication of the net profit deferred. No profit or loss is recognised in our results of operations
for projects which do not exceed the 50% Completion stage.
When the cost incurred on a project is at 50% or more of the estimated cost to completion, the cost
incurred would be recognised as cost of sales and a corresponding revenue would be recognised.
The revenue recognised is based on the budgeted gross profit margin of the project. Upon completion
of the project, the costs incurred and the remaining contract value would be recognised.
45

Prior to 1 April 1998, we recognised revenue upon completion of 25% of the estimated cost to
completion for the project (“Completion”). However, with effect from 1 April 1998, we increased the
revenue recognition threshold to 50% of Completion. Our management is of the view that as the size
and number of projects increased, the unanticipated costs to completion can be more accurately
estimated at the 50% stage of Completion. By increasing the threshold of revenue recognition, our
management believes that it would better reflect the matching of our project revenues and costs, so
as to have a better assessment of our project profits earned. The impact of the change in recognition
threshold is set out on page 42 of this Prospectus.
The value of our contracts would have taken into consideration our estimated cost to completion of
the project and our anticipated profits which would in turn depend on several factors such as the
complexity of the project, the level of skills required, the types of materials used and the estimated
total man hours for completion.
The key factors that affect our revenue include:-
(a) State of economy in the Singapore Construction Industry
Our turnover is dependent on the performance of the construction industry in Singapore. Fewer
projects would be available following a contraction in the Singapore construction industry. At
such times, contract values may be lower due to increased competition among main contractors
and subcontractors such as ourselves due to the lack of supply of new projects. Ongoing
projects may extend their dates of completion as developers maximise their cash flows and
delay the sale of their residential units. To date, we have not experienced any major extension
of completion dates in our projects by the developers or main contractors except as discussed
on page 48 of this Prospectus. Such delays would result in a delay in recognition of our project
revenue.
(b) Number of invited tenders and awarded
All our projects are awarded based on the invited tender basis. Main contractors competing for
new projects may invite us to provide quotations on the M&E works of the project. After the
main contractor is awarded the project, we may be invited to negotiate for the M&E contract
sum with the main contractor. Our business volume depends on the number of invited tenders
we receive and our ability to secure these projects.
The number of invited tenders we receive depends on the number of referrals we receive from
our customers or independent M&E consultants. In addition, our track record and past business
dealings with existing customers would also affect the number of invited tenders we receive.
Our Costs
Our costs can be categorised into cost of sales and general and administrative expenses. Our costs
of sales comprise mainly of labour costs, construction materials costs and depreciation costs of
construction equipment and mobile toilets. General and administrative expenses comprise salaries
and related expenses and depreciation on furniture, leasehold buildings and properties.
Cost of Sales
Our M&E cost of sales is predominantly labour costs and construction materials costs that in aggregate
contribute to 97% of our M&E cost of sales for the last three financial years. The remaining 3% of
our M&E cost of sales comprise of depreciation on construction machinery and transportation costs.
As M&E installation is labour intensive, we require a large workforce of skilled and unskilled foreign
workers. To ensure that the quality of work performed by these workers is consistent with our level
of quality requirements, our project managers or site managers would visit each work site regularly
to check on the progress and the quality of work. Labour costs accounts for 59.6% of our M&E cost
of sales in the last three financial years. Our labour costs vary according to the complexity of the
project. If a project requires high installation skills or requires more man hours for installation, our
labour costs would increase.
46

Materials such as uPVC pipes and fittings, electrical cables, sanitary pipes and brackets are the
basic components of our plumbing, sanitary and electrical systems. Such construction material costs
account for approximately 37.4% of our M&E cost of sales in the last three financial years. Our
material costs depend on the item specifications of the projects. If a project requires expensive or
specially ordered items, the materials costs would increase.
Prices of our raw materials may fluctuate in line with its supply and demand in the construction
industry. If a material’s supply is interrupted or the demand for this material is high due to its popularity,
the prices for this material would increase and vice versa. We did not have any significant fluctuation
in the prices of our materials for the past three financial years. In addition, price fluctuation due to
inflation was not material in the last three financial years.
The major component of mobile toilet cost of sales is the depreciation costs of our mobile toilets,
which constitute approximately 32.8% of our mobile toilet cost of sales. The second major component
is salary and commission of sales staff contributing to approximately 29.4% of our mobile toilets cost
of sales. Other major components such as materials costs, motor vehicles upkeeping expenses and
hire purchase interest expense contribute approximately 8.8%, 3.8% and 3.1% respectively to our
mobile toilet cost of sales. The remaining 22.1% of mobile toilet cost of sales comprise printing
expenses for corporate and marketing brochures, transportation and shipping expenses and
miscellaneous expenses, such as refreshment, stationery, entertainment and utilities.
Our fleet of mobile toilets and pumper trucks are capitalised as assets and depreciated over their
estimated useful lives of five years. The depreciation expense is taken to cost of sales as part of our
cost of delivery of service. As our sales force generate revenue from their marketing efforts, their
salary and sales commission are also components of our mobile toilet cost of sales. The mobile
toilets are cleaned and maintained at the various locations and the chemicals used are included as
material costs in our mobile toilet cost of sales.
The key factors that affect our cost of sales include:-
(a) Cost overruns
If we underestimate our project costs when negotiating for contract sums, we would incur cost
overruns. As most of our projects take approximately two years to complete, materials and
labour costs may increase beyond our estimate. Poor site management, wastage, damage of
materials or unanticipated delays may also result in cost overruns. Any such costs overruns
would increase our cost of sales.
(b) Disputes, claims and variation orders
Our customers may make claims against us for defective works and/or non-compliance with
contract specifications. Variation orders are usually additional works or changes requested by
our customers for specification not previously included in the original contract. The cost of such
variation orders may not be finalized with our customers before such additional works are
completed. If the final value of such variation orders is not finalized before such additional
works are completed, the value of the variation works may be subject to dispute by our customers.
We have not experienced any material disputes, claims or variation orders to date. In the event
that we have to bear the costs of such disputes, claims or variation orders, our cost of sales
would increase.
(c) Government regulation
At present the foreign worker’s levy for each skilled and unskilled worker are $30 per month
and $470 per month respectively. Should the government increase the monthly levy, our labour
costs would increase. In addition, the proportion of skilled to unskilled workers would also affect
our cost of sales. If we have more unskilled workers than skilled workers, our foreign workers
levy would be higher. At present, our total foreign workers consist of approximately 81.5%
skilled workers and approximately 18.5% unskilled workers.
47

General and Administrative Expenses
Our general and administrative expenses comprise mainly salaries and related expenses, depreciation
expense on our leasehold buildings, properties and motor vehicles, rental payment for the land on
which our Jurong Port Road and Sungei Kadut Loop properties are built, and property tax expense.
These major components constitute in aggregate 73.1% of our general and administrative expenses.
The remaining 26.9% of our general administrative expenses comprises interest expense and
miscellaneous expenses such as transportation expenses, insurance expenses, entertainment
expenses and utilities.
Salaries and related expenses constitute 38% of our general and administrative expenses for the
last three financial years. Salaries and related expenses have increased steadily over the last three
years due to increase in the number of technical and administrative staff. Our number of technical
and administrative staff increased 36.4% from 99 persons in FY 1999 to 135 persons in FY 2000.
Depreciation expense of motor vehicles and leasehold properties and buildings contributes to 22.2%
of our general and administrative expenses as we have four leasehold properties and buildings and
over thirty motor vehicles for our management and staff transportation usage and several AutoCAD
machines.
We lease the land in Jurong Port Road and Sungei Kadut Loop from JTC and such rental payment
amounts to 9.1% of our general and administrative expenses. In FY 1999 and FY 2000, we received
rental reductions from JTC that reduced our rental expense by approximately 19.1% from FY 1998
to FY 2000.
Property tax expense constitutes approximately 3.8% of our general and administrative expenses.
Property tax rebates from the tax authorities in FY 1999 and FY 2000 and the disposal of a leasehold
property in FY 2000 have reduced our property tax expense by approximately 53.2% from FY 1998
to FY 2000.
FY 1998 vs FY 1999
Turnover decreased by 21.4% from $51.3 million in FY 1998 to $40.3 million in FY 1999 mainly due
to the decrease in plumbing & sanitary services turnover. Turnover from plumbing & sanitary services
decreased $13.7 million from $44.3 million in FY 1998 to $30.6 million in FY 1999. The decrease in
plumbing & sanitary turnover was mainly due to the increase in revenue recognition threshold from
the 25% stage of Completion to the 50% stage of Completion. The higher threshold resulted in less
revenue recognized in FY 1999, as there were fewer projects at the 50% or more Completion stage.
We deferred the recognition of approximately $11.4 million in revenue due to the higher threshold.
The project revenues that were recognized in FY 1999 were mostly from projects secured in 1996
and 1997, as the average time to completion for our projects is about 2 years. Due to the decrease
in housing demand subsequent to the Asian economic crisis, some of our plumbing & sanitary
projects secured in 1997 extended their dates of completion. We estimated that approximately $3.9
million in revenue was deferred in FY 1999 due to such extensions in completion dates.
On the other hand, turnover from electrical services increased $2.5 million from $6.1 million in FY
1998 to $8.6 million in FY 1999. This increase was primarily due to two public projects, Jurong West
Neighbourhood 6 Contract 4 and Jurong West Neighbourhood 6 Contracts 17 and 18, surpassing
the 50% stage of Completion in FY 1999. Turnover recognised from these projects amounted to
approximately $8.0 million in aggregate. Turnover from mobile toilet services increased $0.2 million
from $0.8 million in FY 1998 to $1 million in FY 1999 due to an increase in our customer base. Our
customer base increased due to additions in our mobile lavatory varieties and our increased marketing
efforts through distribution of our brochures to our target market and promotional activities such as
sponsorship of events.
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Despite the lower turnover, profit before tax increased from $0.9 million in FY 1998 to $4.1 million in
FY 1999 and profit before tax margin for M&E services increased from 1.4% in FY 1998 to 10.3% in
FY 1999. Our improved profitability was mainly due to the following:-
(a) A higher proportion of profits recognized
In FY 1999, our management recognized a higher proportion of profits owing to overbudgeting
of estimated costs to completion that was made in FY 1998. In FY 1998, we anticipated higher
costs of labor and material subsequent to the Asian economic crisis. Therefore, we increased
our budgeted costs to completion for uncompleted projects by approximately 13%. As a result
of over providing for the budgeted cost in FY 1998 which did not materialize in FY 1999, the
excess profits of approximately $1.7 million had to be booked in FY 1999 when we completed
the projects in that ensuing year.
(b) Reduction in labour costs and material costs
The economic crisis has resulted in very competitive prices from our labour suppliers and
reductions in construction material prices as a result of excess supply from the region. Labour
costs and materials costs decreased by 34.2% ($3.6 million) and 24.6% ($0.5 million),
respectively, in FY 1999.
The increase in profit before tax from $0.9 million in FY 1998 to $4.1 million in FY 1999 was despite
an increase in depreciation expense. Depreciation expense increased by 55.6% from $0.9 million in
FY 1998 to $1.4 million in FY 1999 as a result of approximately $0.45 million of depreciation charged
on our Jurong Port Road property which was transferred at cost from property held under development
to fixed assets upon completion of the construction of our building.
Effective tax rate reduced from 43.7% in FY 1998 to 33.5% in FY 1999. The higher than 26%
corporate tax rate effective tax rates for FY 1998 and FY 1999 was mainly due to provision for
diminution in value of investments that were disallowed for tax purposes. The provision for diminution
in value of investments, which lowered our profit, was added back for the computation of our taxable
income as it was disallowed by the tax authorities. Therefore, a higher than normal tax rate was
incurred for both years as our taxable income is much higher than our book income. The effective
tax rate decrease from 43.7% in FY 1998 to 33.5% in FY 1999 as the provision for diminution in
value of investments disallowed was lesser in FY 1999.
FY 1999 vs FY 2000
Turnover increased by $18.8 million from $40.3 million in FY 1999 to $59.1 million in FY 2000. The
increase in turnover was mainly due to the increase in plumbing & sanitary services turnover from
$30.6 million in FY 1999 to $43.5 million in FY 2000. Electrical turnover increased $5.9 million from
$8.6 million in FY 1999 to $14.5 million in FY 2000. The increase in electrical turnover was due to
two projects, Rivervale Executive Condominium and Everton Park, exceeding the 50% stage of
Completion. We recognised approximately $6.1 million aggregate revenue from this two projects in
FY 2000, This increase in plumbing & sanitary and electrical services turnover was due to the higher
proportion of completed projects during FY 2000.
Most of our uncompleted projects from FY 1999, namely Jurong West Neighbourhood 6 Contract 4
and Jurong West Neighbourhood 6 Contracts 17 and 18, Sengkang Neighbourhood 2 Contracts 20
and 21 were completed in FY 2000. The aggregate contract value of these projects is approximately
$30.1 million. The project revenues that were recognized in FY 2000 were mostly from projects
secured in 1997 and 1998, as the average time to completion for our projects is about 2 years. The
average total contract value secured in 1997 and 1998 was about $60 million as compared to the
average contract value secured in 1996 and 1997 which was about $50 million. As the average
contract value secured increase due to the increase in scope of M&E services provided and the size
of the contract, we were able to recognize more revenue from more projects. Therefore, M&E services
turnover increased in FY 2000.
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Turnover from mobile toilet services continued to increase marginally from $1.0 million in FY 1999 to
$1.1 million in FY 2000. We were able to increase our revenue by increasing the variety of our
portable lavatory models to our fleet through purchases, thereby increasing customer choice and our
ability to fulfill larger orders. With the increase in capacity and customer base, our mobile toilet
services turnover increased.
Profit before tax increased by 41.5% from $4.1 million to $5.8 million mainly due to increase in work
performed. However, labour costs increased by 72.2% in FY 2000 due to more work being performed
in FY 2000 than in FY 1999. The percentage increase in M&E revenue of 47.8% from $39.3 million
in FY 1999 to $58.0 million in FY 2000 was lower than the percentage increase in M&E costs. This
resulted in a decrease in M&E profit before tax margin from 10.3% in FY 1999 to 9.7% in FY 2000.
Effective tax rate reduced from 33.5% in FY 1999 to 26.1% in FY 2000 as there was no provision for
the diminution in value of investment, which is disallowed for tax purposes, in FY 2000.
Unaudited six months ended 30 September 1999 vs unaudited six months ended 30 September
2000
Turnover increased 50.8% from $29.8 million for the six months ended 30 September 1999 to $44.9
million for the six months ended 30 September 2000. The increase in turnover was mainly due to
the increase in electrical services turnover from $5.2 million for the six months ended 30 September
1999 to $21.7 million for the six months ended 30 September 2000. The more than four-fold increase
in turnover in the six months ended 30 September 2000 was due to:-
(a) our larger value sized contracts procured; and
(b) a higher number of contracts available for revenue recognition.
Our average electrical service contract size in 1999 was approximately $4.6 million compared to
approximately $5.2 million in 2000. We recognised revenue from two contracts for the six months
ended 30 September 1999 while we recognised revenue from seven contracts for the six months
ended 30 September 2000.
Plumbing & sanitary services turnover decreased from $24.0 million for the six months ended 30
September 1999 to $22.4 million for the six months ended 30 September 2000. The decrease in
plumbing & sanitary services turnover was due to less plumbing & sanitary contracts surpassing the
50% stage of completion in the six months ended 30 September 2000.
Turnover from mobile toilet services increased from $0.5 million for the six months ended 30 September
1999 to $0.8 million for the six months ended 30 September 2000. The increase in mobile toilet
services turnover was mainly due to increase in customer base during the six months ended 30
September 2000.
Profit before tax decreased 23.2% from $4.3 million for the six months ended 30 September 1999 to
$3.3 million for the six months ended 30 September 2000. The decrease in profit before tax was due
to the following:-
(a) We enjoyed certain labour and material cost savings on a project for which we had recognised
profits amounting to $1.3 million in profits when the project was completed in the six months
ended 30 September 1999.
(b) In FY 1999, we anticipated higher costs of labour and material to completion for a project due
to anticipated changes to the M&E systems design. Therefore, we increased our budgeted
costs for this project by $0.8 million. However, the anticipated costs did not materialize and
approximately $0.6 million excess profits were booked for the six months ended 30 September
1999 when we completed the project.
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(c) In addition, our general and administrative expenses such as salaries and staff related expenses
and depreciation expense increased by $0.3 million for the six months ended 30 September
2000 compared to our general and administrative expenses for the six months ended 30
September 1999.
Had the effects of items (a) to (c) been excluded, our adjusted profit before tax increased 50% from
$2.4 million for the six months ended 30 September 1999 to $3.6 million for the six months ended
30 September 2000, in line with the increase in turnover. The adjusted profit before tax margin would
have been 9.1% for the six months ended 30 September 1999 and 8% for the six months ended 30
September 2000.
REVIEW OF PAST FINANCIAL POSITIONS
Fixed Assets
Our fixed assets comprise mainly leasehold properties, plant and machinery, motor vehicles, pumper
trucks, portable lavatories and office equipment. The net book value of our fixed assets increased
from $12.2 million in FY 1998 to $23.1 million in FY 1999, representing an increase of 89.3%. The
significant increase was mainly due to the reclassification of our development property at Jurong
Port Road upon its completion from property held for development to fixed assets. The book value of
this property amounted to approximately $11.0 million at the time of transfer in FY 1999.
Despite the acquisition of approximately $1.6 million motor vehicles and office equipment in FY
2000, net book value of fixed assets reduced from $23.1 million in FY 1999 to $20.1 million in FY
2000 as a result of the disposal of our leasehold property at Pinewood Grove with net book value of
approximately $3.0 million to two Directors (Details of Interested Person Transactions are set out on
pages 74 to 83 of this Prospectus) and depreciation expense of approximately $1.6 million.
As at 30 September 2000, we recorded net book value of $19.7 million for our fixed assets. The
decrease of approximately $0.4 million was due to depreciation expense of approximately $0.8 million
being offset by additions to fixed assets amounting to $0.4 million.
Investments
Our investments comprise quoted and unquoted equity investments and country club memberships.
Investments declined from $2.0 million in FY 1998 to $1.7 million in FY 1999 due to approximately
$0.3 million additional provision for diminution in value of certain quoted investments. Our quoted
investments were written down to their market values due to weak equity market performance. We
intend to focus on our principal business and we do not envisage investing in quoted or unquoted
securities in the future.
In FY 2000, we disposed of approximately $1.2 million in our unquoted investments in order to
streamline our business operations. Therefore, our investments decrease from $1.7 million in FY
1999 to $0.5 million in FY 2000.
As at 30 September 2000, our investments remained at approximately $0.5 million.
Current assets
Our current assets comprise cash and bank balances, trade receivables, amount due from Directors,
staff loans receivable, amount due from related companies, amount due from related parties, other
receivables and prepaid expenses, construction work-in-progress and inventory.
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Our current assets increased from $15.9 million in FY 1998 to $17.7 million in FY 1999. The increase
was mainly due to increase in trade receivables and amount due from related companies. The amount
due from related companies were short-term loans made to related companies for their working
capital purposes. The amount was fully repaid in FY 2000. Trade receivables increased $1.0 million
from $8.9 million in FY 1998 to $9.9 million in FY 1999 despite a decrease in turnover in FY 1999.
The increase in trade receivables was due to slow payments and weak collections subsequent to the
Asian economic crisis. Correspondingly, debtors’ turnover increased from 62 days in FY 1998 to 90
days in FY 1999.
Staff loans receivable increased $0.5 million from $0.5 million in FY 1998 to $1.0 million in FY 1999
mainly due to increase in interest free loans made to our employees who are not related to our
Directors or major shareholders. All our employees are eligible for the interest free staff loans which
may be used for the purchase of vehicles or homes. The monthly loan repayment would be deducted
from the relevant employees monthly salary. We provided these staff loans as a staff benefits scheme.
However, we have stopped giving new loans to employees since FY 1999. Amount due from related
companies increased $0.9 million from $3.9 million in FY 1998 to $4.8 million in FY 1999 due to
increase in advances made to our related companies for their working capital purposes. These
advances to related companies were fully repaid in FY 2000. Amount due from related parties are
advances and short-term loans made to our related parties for their working capital purposes. Details
of such advances and short-term loans made to related parties are discussed on pages 75 and 76
of this Prospectus.
Inventories increased from $0.06 million in FY 1998 to $0.3 million in FY 1999 due to increase in
purchases of raw materials in anticipation of increased construction activities in FY 2000. On the
other hand, construction work-in-progress decreased from $0.7 million in FY 1998 to nil in FY 2000,
as there was progress billings in excess of construction costs incurred to date. Cash and bank
balances increased slightly from $0.4 million in FY 1998 to $0.5 million in FY 1999 due to cash
generated from operations.
Our current assets decreased from $17.7 million in FY 1999 to $12.5 million in FY 2000. The decrease
was mainly due to decrease in trade receivables and amount due from related companies. Trade
receivables decreased $1.3 million from $9.9 million in FY 1999 to $8.6 million in FY 2000 despite
an increase in turnover in FY 2000. The decrease in trade receivables was due to better collections
and prompt payment as the economy recovered slightly in FY 2000. Correspondingly, debtors’ turnover
improved from 90 days in FY 1999 to 53 days in FY 2000.
Staff loans receivables decreased $0.6 million from $1.0 million in FY 1999 to $0.4 million in FY
2000 mainly due to repayment of staff loans during the year. The amount due from Directors was
fully repaid in April 2000. Amount due from related companies decreased $4.8 million from $4.8
million in FY 1999 to nil in FY 2000 due to advances made to our related companies being fully
repaid in FY 2000. Amount due from related parties decreased $0.5 million from $0.5 million in FY
1999 to $0.001 million in FY 2000 due to repayments from related parties. The amount due from
related parties was fully repaid by July 2000.
Inventories increased from $0.3 million in FY 1999 to $1.3 million in FY 2000 due to increase in
purchases of raw materials due to increased construction activities during the year. Cash and bank
balances increased from $0.5 million in FY 1999 to $1.9 million in FY 2000 due to improvement in
trade receivable collections as the economy improves, proceeds from disposal of our property at
Pinewood Grove of $2.5 million and collections of advances made to our related companies.
Our current assets increased from $12.5 million in FY 2000 to $13.6 million as at 30 September
2000. The increase was mainly due to increase in construction work-in-progress offset by a decrease
in trade receivables. Trade receivables decreased $1.4 million from $8.6 million in FY 2000 to $6.9
million at 30 September 2000. The decrease in trade receivables was due to better collections and
prompt payment as the economy recovered slightly during the six months ended 30 September
2000. Our debtor turnover for the six months ended 30 September 2000 is approximately 58 days.
Construction work-in-progress increased from nil in FY 2000 to $3.2 million as at 30 September
2000 due to value of M&E works performed being more than the progress billing received for the six
months ended 30 September 2000.
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Current liabilities
Our current liabilities comprise bank overdrafts, construction work-in-progress, trade payables, other
payables, income tax payable, dividend payable and current portion of obligations under hire purchase
contracts.
Current liabilities increased from $24.4 million in FY 1998 to $29.7 million in FY 1999. The increase
in current liabilities was primarily due to construction work-in-progress, which increased from nil in
FY 1998 to $8.2 million in FY 1999 due to billings in excess of construction costs incurred to date.
The increase in work-progress mainly arise from the increase in threshold to 50% stage of Completion
from 25% stage of Completion. As we had more projects which were less than 50% Completed in
FY 1999, our work-in-progress increased. A net liability in the work-in-progress account was due to
our progress billings being more than the costs incurred to date. Trade payables increased from
$15.4 million in FY 1998 to $16.3 million in FY 1999 due to slower payments. Our creditors’ turnover
increased from 173 days in FY 1998 to 193 days in FY 1999. Our creditors’ turnover is discussed on
page 58 of this Prospectus. The increase in construction work-in-progress and trade payables was
offset by decrease on bank overdrafts. Bank overdrafts decreased from $6.1 million in FY 1998 to
$2.3 million in FY 1999 due to increased cash inflows from operations.
Current liabilities decreased from $29.7 million in FY 1999 to $17.9 million in FY 2000. The decrease
was mainly due to decreases in our bank overdrafts, construction work-in-progress and trade payables.
Our bank overdrafts decreased from $2.3 million in FY 1999 to $0.9 million in FY 2000 due to cash
inflows from operating activities. Construction work-in-progress decreased from $8.2 million in FY
1999 to $2.2 million in FY 2000 as most of these projects uncompleted in FY 1999 were completed
in FY 2000. There was also approximately $4.6 million reduction in trade payables from $16.3 million
in FY 1999 to $11.7 million in FY 2000 as we repaid our suppliers over shorter periods following
improvements in economic conditions and our cash position. Our creditors’ turnover decreased to
106 days in FY 2000 from 193 days in FY 1999. Our creditor turnover is discussed on page 58 of
this Prospectus.
Income tax payable increased steadily from $1.2 million in FY 1998 to $2.5 million in FY 2000
following improved profitability in FY 1999 and FY 2000.
Current liabilities decreased from $17.9 million in FY 2000 to $16.2 million as at 30 September 2000.
The decrease was mainly due to decrease in our construction work-in-progress being offset by
increase in other payables and income tax payable. Construction work-in-progress decreased from
$2.2 million in FY 2000 to nil as at 30 September 2000 as our progress billings were less than the
value of work performed. Other payables increased from $0.2 million in FY 2000 to $1.0 million as at
30 September 2000 due to increase in accruals. Increase in income tax payable from $2.5 million in
FY 2000 to $3.2 million as at 30 September 2000 was due to additional provision for taxes on profits
for the six months ended 30 September 2000.
Net current liabilities
In FY 1998 and FY 1999, we had a net current liability (or negative working capital) position of $8.5
million and $12.0 million respectively largely due to our bank overdraft facilities being used to finance
the construction of our factory cum office building located at Jurong Port Road. This led to an
increase in our bank overdrafts and trade creditors.
This project was completed in FY 1999. This led to a substantial reduction in our negative working
capital from $12.04 million in FY 1999 to $5.3 million in FY 2000. We repaid approximately $1.5
million of our bank overdrafts with funds derived from our operations and recognised approximately
$6.0 million of our work-in-progress as profits as they have surpassed the 50% stage of Completion.
Further details on the changes in our current assets and current liabilities are discussed on pages
51 to 53 of this Prospectus.
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As at 30 September 2000, we had a net current liability position of $2.7 million. Our negative working
capital improved from $5.3 million in FY 2000 to $2.7 million as at 30 September 2000 mainly due
to recognition of approximately $2.2 million of work-in-progress as profits when the projects surpassed
the 50% Stage of Completion. Further details on the changes in our current assets and current
liabilities as discussed on pages 51 to 53 of this Prospectus. With further equity injection after the
Invitation, our net current liability position would be expected to improve significantly by approximately
$5.1 million to a net current asset position of $2.4 million.
Non-current liabilities
Non-current liabilities consist of deferred taxation and long-term portion of obligations under hire
purchase contracts. Non-current liabilities decreased from $0.9 million in FY 1998 to $0.5 million in
FY 1999 mainly due to payment of approximately $0.4 million hire purchase obligations. Non-current
liabilities remained stable at $0.5 million in FY 2000 as the decrease due to payment of hire purchase
obligations was offset by $0.02 million increase in deferred taxation. As at 30 September 2000, our
non-current liabilities remained stable at approximately $0.5 million.
Shareholders’ fund
Shareholders’ equity increased from $9.7 million in FY 1998 to $14.7 million in FY 2000. The increase
in shareholders’ equity was due to our retained profits accumulated over the same period less
dividends declared in FY 2000 amounting to $4.0 million. As at 30 September 2000, our shareholders’
equity increase $2.3 million to approximately $17.0 million due to increase in our retained profits
over the six months ended 30 September 2000.
LIQUIDITY AND CAPITAL RESOURCES
From FY 1998 to FY 2000, our growth has been financed through a combination of cash generated
from operations, external borrowings from financial institutions and other short-term credit facilities.
Our cash generated from operations is mainly from the provision of M&E engineering services to
main contractors. Our principal uses of cash have been for meeting operating expenses, principally
construction materials costs, labour costs as well as general and administrative expenses. As at 31
March 2000, our consolidated cash and cash equivalent (cash on hand and in banks and fixed
deposits at banks) amounted to $1.9 million. As at 30 September 2000, our consolidated cash and
cash equivalent (cash on hand and in banks and fixed deposits at banks) amounted to $1.8 million.
In our opinion, we have sufficient working capital for our present requirements.
As at 31 March 2000, we had borrowings of $1.5 million, comprising $0.9 million secured bank overdraft
and $0.6 million hire purchase obligations from finance companies. Our overdraft facilities were secured
on our two properties at Sungei Kadut Loop and Jurong Port Road and $24.25 million joint and several
personal guarantees by certain of our Directors and substantial shareholders. Based on our shareholders’
funds of $14.7 million as at 31 March 2000, our bank gearing ratio is 0.1 times. We have been able to
service our hire purchase repayment commitments on a timely scheduled basis.
As at 30 September 2000, we had borrowings of $0.7 million, comprising $0.2 million in secured
bank overdraft and $0.5 million in hire purchase obligations from finance companies. These credit
facilities are secured on fixed deposits of $265,000, our two properties at Sungei Kadut Loop and
Jurong Port Road and a $24.25 million joint and several personal guarantees by certain of our
Directors and substantial shareholders. Based on our shareholders’ funds of $17.0 million as at
30 September 2000, our bank gearing ratio is 0.04 times. We have been able to service our hire
purchase repayment commitments on a timely scheduled basis.
As at 30 September 2000, our contingent liabilities amounted to $1.6 million and we had no other
contingent liabilities. These contingent liabilities are bank guarantees for performance bonds and
foreign workers’ permit application bonds.
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As at 30 September 2000, certain of our Directors and substantial shareholders, being Messrs Chua
Kim Hua, Chua Hai Kuey, Chua Kon Seng and Chua Yan Peng have provided joint and several
personal guarantees for an aggregate of $24.25 million in favour of certain banks in respect of our
credit facilities. Our Directors and substantial shareholders intend to seek a discharge from their
obligations under these guarantees upon the listing of our Company on the SGX Sesdaq. As a
result, we may have to renegotiate the terms and conditions of these bank borrowings. The new
terms and conditions may be less favourable, such as higher interest charges and additional collateral
requirements. The risks of losing our current credit facilities are discussed on pages 20 and 21 of
this Prospectus.
We expect our aggregate capital expenditure to be approximately $0.2 million as at 30 September
2000. This capital expenditure is mainly for the purchases of machinery and equipment, motor vehicles,
portable lavatories and office renovations. This capital expenditure includes amounts committed but
not provided for and amounts that we have yet committed to. We expect to use fund generated from
operations to fulfill these capital expenditure commitments.
DIVIDENDS
Our Directors declared interim dividends for existing shareholders only on 15 November 1999
amounting to $4.0 million, which was fully paid on 23 November 1999. The payment of interim
dividends of $4.0 million for the financial year ended 31 March 2000, described in the preceding
sentence, should not be taken as an indication of our future dividend policy. There can be no assurance
that dividends will be paid in the future or as to the amount or timing of any dividends that are to be
paid in the future.
Currently, we do not have any dividend policy. Our future dividend policy will depend on our operating
results, financial condition, other cash requirements including capital expenditure, the terms of our
borrowing arrangements (if any) and other factors deemed relevant by our Directors.
PROSPECTS AND FUTURE PLANS
Prospects
The Construction Economics Report, Second Quarter 2000, forecasts the construction demand from
the public sector to decline from $2.9 billion (actual) in 1999 to $1.5 billion (estimated) in 2000. The
estimated decrease in public sector construction demand for 2000 would reduce the public housing
contracts tendered out by HDB. As a result, this would intensify the competition among existing M&E
subcontractors such as ourselves. Our profit margins on HDB projects awarded during this period
may be lower. However, private residential construction demand is expected to increase $370 million
from $2.0 billion (actual) in 1999 to $2.37 billion (estimated) in 2000. To the best of our knowledge,
we are not able to provide information relating to the projected construction demand from new HDB
residential developments.
The Construction Economics Report, Second Quarter 2000, also forecasts that building works from
commercial, industrial and institutional sectors to increase from $4.9 billion (actual) in 1999 to $5.2
billion (estimated) in 2000. Of which, institutional construction demand is expected to increase from
$1.9 billion (actual) in 1999 to $2.9 billion (estimated) in 2000. This also provides additional impetus
for us to move towards the commercial, industrial and institutional sectors.
Our Directors are of the view that other M&E business opportunities include:-
(a) the increase in building construction in other sectors as stated above, apart from the residential
sector;
(b) the increasing trend towards design-and-build projects which have higher M&E content;
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(c) the increasing demand for more complex M&E services in the construction of remotely controlled
premises or commonly known as “intelligent premises”. Such structures require a high degree
of competency for the installation of the UTP and fibre optic cable networks which form the
backbone to these intelligent features; and
(d) the increasing demand for M&E companies that can provide integrated services so that the
main contractor and the developer need only coordinate their workflows with a single M&E
subcontractor to ensure that the project can be completed on time and within budget.
Future Plans
Our future plans are as follows:-
(a) Expand our business into non-residential construction sectors
We intend to further expand our M&E engineering services to commercial, industrial and
institutional construction projects. The Construction Economics Report, Second Quarter 2000,
forecasts institutional construction demand for 2000 to be around $2.9 billion, of which $2.5
billion construction demand is expected from the public sector while $0.4 billion is expected
from the private sector. We have targeted the school building programme and have secured two
contracts, with an approximate aggregate contract value of $3.3 million, for the provision of
M&E engineering services to two educational institutions in 2000.
Additionally, we intend to tap into our existing expertise and diversify into the provision of M&E
engineering services to the industrial construction sector, as we believe the expertise and
experience that are required for industrial projects such as light-flatted factories is similar to
that of the residential sector. As at the date of this Prospectus, we have been awarded one
such project for the supply and installation of plumbing & sanitary and electrical systems to an
industrial building.
(b) Increase our activity in design-and-build projects
We intend to build on our design-and-build experience to increase our business in this area.
Between April 1993 and September 2000, we completed the M&E installations works for three
HDB design-and-build projects and have four on-going HDB design-and-build projects. In the
private residential sector, we have completed the M&E installations works for two design-andbuild
projects and have three on-going design-and-build private sector projects.
(c) Expand services to include Network and Structured Cabling
In June 2000, we were awarded and had commenced work on a $2.8 million contract for the
installation of plumbing & sanitary, electrical, air-conditioning and mechanical ventilation (“ACMV”)
and fire protection systems, including computer cabling and wiring, for a primary school along
Thomson Road. We intend to expand our range of M&E services to include network and
structured cabling. We foresee that home automation, safety, security and Internet readiness
would become an increasingly common feature for new premises. Structured cabling forms the
backbone to these intelligent features. Currently, we provide installation of the UTP and fibre
optic cable networks, which constitutes the structured cabling system.
We provide M&E installation of the essential structured cabling system that supports intelligentbuilding
architectures. We are licensed to install telecommunications wires and have supervisory
personnel that are trained in structured cabling installation. We believe that entry into this market
will not only increase our spectrum of M&E services but also increase our Group’s business.
(d) Focus on residential projects to increase our market share
We derive approximately 98% of our turnover in the past three financial years from the residential
property sector. We will build on our existing M&E strengths and expertise to increase market
share in the public and private residential sectors. Our estimated market share is discussed on
page 60 of this Prospectus. Through the provision of more M&E services, we expect to work
with main contractors in their residential projects.
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MAJOR SUPPLIERS
Suppliers accounting for 5% or more of our total purchases in each of the past three financial years
are as follows:-
Supplier Percentage of Total Purchases (%)
FY 1998 FY 1999 FY 2000
Hock Chuan Ann Construction Pte Ltd 6.4 1.2 –
Splendour Corporation Pte Ltd 5.4 4.6 1.5
Vicplas Holdings Pte Ltd (“Vicplas”) 5.3 6.6 5.2
Sanyo Airconditioners (S) Pte Ltd (“Sanyo”) – 0.1 6.1
MJ Construction Pte Ltd 7.2 3.0 –
Tan Keaw Chong Plumbing and Sanitary 6.4 7.4 3.4
Trading Enterprise
KTK Plumbing & Trading Pte Ltd (“KTK”) 3.9 6.9 7.7
Siak Oun Engineering Pte Ltd (“Siak Oun”) 3.7 5.7 6.5
Our Group’s purchases comprise mainly materials and labour. Our raw materials, such as uPVC
pipes and fittings and ductile iron pipes and fittings, are purchased from local suppliers or
manufacturers. Our labour purchases are from labour subcontractors for the supply and supervision
of workers at our various work sites.
Currently, we have several suppliers who meet our requirements adequately. In FY 2000, only four
of our suppliers have supplied us with materials and/or labour in excess of 5% of our total purchases.
They are Siak Oun Engineering Pte Ltd, Sanyo Airconditioners (S) Pte Ltd, Vicplas Holdings Pte Ltd
and KTK Plumbing & Trading Pte Ltd. In aggregate, they account for 25.5% of our total purchases
from our suppliers in FY 2000.
KTK is a labour subcontractor who provides labour for the installation of sanitary wares and internal
fittings for our plumbing and sanitary projects. In the last three financial years, KTK supplied labour
for the installation of our sanitary works at some public residential projects such as Woodlands
Neighbourhood 6 Contract 7, Jurong West Neighbourhood 6 Contracts 17 and 18. Most of these
contracts were completed in FY 1999 and FY 2000 resulting in higher proportion of purchases from
KTK in FY 1999 and FY 2000.
Siak Oun is one of our labour subcontractors who provide labour for the installation of electrical
works such as concealed conduits, cabling and light fittings. Siak Oun was involved in the supply of
labour for our electrical works at Rivervale Executive Condominium and Aquarius by the Park.
Consequently, our proportion of purchases from Siak Oun also increased over the three years.
Purchases of air-conditioning equipment and fittings for the Rivervale Executive Condominium project
have increased the proportion of our purchases from Sanyo in FY 2000.
We purchase electrical conduits and uPVC pipes and fittings from Vicplas. Purchases from Vicplas
have increased over the last three years due to increased activities of our Group. Mr Chua Kim Hua
is also a shareholder and the Chairman of Vicplas International Ltd, which is the holding company of
Vicplas. Further details of the interested party transactions are disclosed at pages 74 to 83 of this
Prospectus
We purchase sanitary wares from Hock Chuan Ann Construction Pte Ltd and uPVC pipes and
fittings from Splendour Corporation Pte Ltd. We procure services for internal fittings of sanitary
works from MJ Construction Pte Ltd. Tan Keaw Chong Plumbing and Sanitary Trading Enterprise
provides labour services for underground sewage work.
57

Our suppliers grant us various credit terms:-
(a) We pay our labour subcontractors within 5 days upon presentation of their claims for every
fifteen workdays performed by their workers. These claims usually include the labour
subcontractor’s operating overheads and labour charges; and
(b) Our materials suppliers grant us on an average of 30 to 90 days of credit and our payments
are normally made within the credit terms granted.
Although our suppliers granted us up to 90 days credit, we pay our suppliers, on average, in about
157 days. Our average payment cycle to our creditors for each of the last three financial years were
173 days in FY 1998, 193 days in FY 1999 and 106 days in FY 2000.
Our longer payment period was due to the time required for final certification of our projects. This
final certification process usually takes from six months to a year to complete as it includes certification
of structural works and M&E works. The final certification process involves inspection by developers’
architects, verification of the value of work done, verification of the main contractor’s claims, verification
of any variation orders and certification of the works done. Upon final certification, we would release
payment to our creditors. Due to the longer time required for the final certification, our creditors’
turnovers have averaged 157 days for the last three financial years.
Save as disclosed above, none of our Group’s directors or substantial shareholders has any interest,
direct or indirect, in any of the above suppliers. We are not dependent on any of the above suppliers.
MAJOR CUSTOMERS
Customers accounting for 5% or more of our turnover in each of the past three financial years are
listed below. Customers, which are related to one another, have been aggregated and treated as a
single customer.
Customer Percentage of Total Purchases (%)
FY 1998 FY 1999 FY 2000
China Construction (South Pacific)
Development Co. Pte Ltd
6.0 12.0 –
Chip Eng Seng Contractors (1988) Pte Ltd
(“Chip Eng Seng”)
7.0 11.0 12.0
Koh Brothers Building and Civil Engineering
Contractor Pte Ltd (“Koh Brothers”)
7.0 7.0 4.0
Sim Lian Construction Co. Pte Ltd (“Sim Lian”) 16.0 18.0 18.0
Sin Soon Lee Construction Co Pte Ltd 5.0 2.0 –
Straits Construction Co. Pte Ltd (“Straits”) 13.0 19.0 29.0
Tiong Aik Construction Pte Ltd (“Tiong Aik”) 17.0 13.0 21.0
Our top four customers who in aggregate account for 80% of our turnover for FY 2000 are Straits
Construction Co. Pte Ltd, Tiong Aik Construction Pte Ltd, Sim Lian Construction Co. Pte Ltd and
Chip Eng Seng Contractors (1988) Pte Ltd. The proportion of turnover contributed by customers
depends on the contract value and stage of completion of their projects.
The completion of plumbing & sanitary and electrical works in FY 2000 for Straits for Jurong West
Neighbourhood 6 Contracts 17 and 18, Bukit Panjang Neighbourhood 6 Contracts 6 and 7 and
Sembawang Neighbourhood 4 Contract 2 resulted in a higher proportion of turnover contributed by
Straits in FY 1999 and FY 2000. These contracts aggregate $19.7 million in contract value.
We were in the process of completing the Rivervale Executive Condominium plumbing & sanitary
and electrical installation works for Tiong Aik in FY 2000. Consequently, the turnover contribution
from Tiong Aik also increased in FY 2000.
58

We provided plumbing & sanitary and electrical installation works for Woodlands Neighbourhood 5
Contract 4, Jurong West Neighbourhood 6 Contract 4 and Aquarius by Park and several other public
projects where Sim Lian is the main contractor. From FY 1998 to FY 2000, we have completed two
public residential projects with a total of $23.8 million and is completing a private residential contract
of $7.9 million. Consequently, Sim Lian became one of our major customers.
The contribution to turnover from Chip Eng Seng has increased from FY 1998 to FY 2000 due to the
completion of three sanitary plumbing, gas and fire protection installation projects in FY 1999 and
FY 2000. Mr Goh Chee Wee, our Independent Director, also sits on the Board of Directors of Chip
Eng Seng Corporation Ltd, which is the holding company of Chip Eng Seng, as an Independent
Director. Further details of the interested party transactions are disclosed on pages 78 and 79 of this
Prospectus.
In FY 2000, two of our major customers, Sim Lian Construction Co. Pte Ltd and Straits Construction
Co. Pte Ltd, contributed to over 20% of our gross profit. Sim Lian Construction Co. Pte Ltd contributed
to approximately 25.4%, 2.9% and 25.2% of our gross profit in FY 1998, FY 1999 and FY 2000,
respectively . Straits Construction Co. Ltd contributed to approximately 17.5%, 12.8% and 31.9% of
our gross profit in FY 1998, FY 1999 and FY 2000, respectively. The higher contribution from these
two customers in the respective years was due to the M&E projects from them that were completed
during those years as elaborated in the preceding paragraphs.
Save as disclosed above, none of our Group’s Directors or substantial shareholders has any interest,
direct or indirect, in any of the above customers.
CREDIT POLICY
Our customers usually settle our progress claims between 45 days to 90 days from the date of the
progress claim. On occasion, actual collection may range up to 120 days, as payment is only made
after certification of the works completed. The longer collection period is due to the time required for
works completed to be certified by qualified surveyors or architects. This is in line with the industry
practice.
In addition, our customers would withhold a certain amount of the contract sum as retention moneys.
On average, retention moneys are 2.5% of the contract sum. The retention moneys are withheld
from 12 months to 24 months. Our customers may use the retention moneys for payment of any
rectification works. To date, we did not experience any material claims for defective works.
Our senior management would review the credit terms provided to customers and debtors’ aging
report on a monthly basis. We also procure the services of a third party credit information provider
to provide our management with information for evaluating bad debts.
Our debtors’ turnover and bad debts written off in the past three financial years were as follows:-
59
FY 1998 FY 1999 FY 2000
Debtors’ turnover (days) 63 90 53
Bad debts written-off ($’000) 1 151 85
Percentage of net profit before tax 0.1% 3.7% 1.5%
Our bad debts written off increased from $1,000 in FY 1998 to $151,000 in FY 1999 due to higher
default in payments. Three of our customers were subject to liquidation proceedings in FY 1999. As
a result, we wrote off their debts which aggregated to $151,000 during that year. In FY 2000, one of
our customer went into liquidation proceeding and we had our miscellaneous delinquent debts which
aggregated $85,000. The bad debts were written off during that year.

FOREIGN CURRENCY EXCHANGE EXPOSURE
All of our revenues and our purchases are denominated in Singapore dollars. To date, we do not
have any foreign currency exchange exposure and we do not expect foreign exchange fluctuations to
have any material impact on our results.
COMPETITION
Our Directors regard contractors specialising in various services within the same category of M&E
services as ourselves to be our main competitors. Our Directors are of the view that there is no
significant barrier to entry in our industry. Although we are registered with BCA as a L6 sanitary and
plumbing contractor, the BCA financial grading does not limit our competitors with similar or lower
BCA financial gradings from competing against us for the same project as M&E subcontractors. The
BCA financial grading only limits the size of a public project a contractor may directly tender for. In
addition, contractors can also obtain similar gradings as ourselves if they meet the requirements of
BCA. Thus, they may compete with us in the same category of M&E services when we directly
tender for public projects.
Based on the BCA registry, there are two competitors in plumbing and sanitary services, sixty-one
competitors in electrical services and thirty-five competitors in integrated services with similar gradings
as ourselves. However, our competitors may have lower financial gradings than us. At present, there
are approximately 200 competitors providing similar M&E services as ourselves. These include large
competitors such as Dai-Dan Co. Ltd, Guthrie Engineering (S) Pte Ltd, Hyundai Asian Technics Pte
Ltd, Ssangyong Engineering & Construction Co. Ltd and Sembawang Engineering & Construction
Pte Ltd.
Our Estimated Market Share
Based on information provided by BCA’s Economics and Resources Department:-
(a) A total of approximately 89,900 HDB residential units were completed during a period from
January 1997 to December 1999. As we have completed the M&E installation works for
approximately 18,400 HDB residential units during such a period, we estimate our market share
to be approximately 20.5% for the public residential sector in the supply of M&E services
during January 1997 to December 1999.
(b) A total of 29 HDB design-and-build residential projects were awarded between 1992 and May
2000. As we were awarded the subcontract to provide M&E services for 6 HDB design-andbuild
projects during such a period, we estimated our market share to be approximately 20.7%
for the HDB design-and-build residential projects in the supply of M&E services between 1992
and May 2000.
We were unable to obtain reliable data for the private housing sector and thus are unable to provide
our market share information for the private housing sector.
Competitive Strengths
We believe that our Group has the following competitive strengths:-
(a) Established track record
From 1977 to the date of this Prospectus, we have successfully completed more than 180
projects for M&E services with an aggregate contract value of over $320 million in Singapore.
We completed approximately $173.1 million worth of such contracts between April 1997 and
September 2000. We are ISO 9002 certified for our quality management systems. In January
1999, we were ISO 9002 certified for all four trades of plumbing and sanitary, electricity, airconditioning
and mechanical ventilation (“ACMV”) and fire protection. As at the date of this
Prospectus, we have 38 contracts with an approximate aggregate contract value of $141 million.
60

(b) Capabilities to provide integrated services
With our 23 years of experience in plumbing, sanitary and electrical engineering, particularly in
the residential sector, we possess capabilities to provide integrated services to our clients, for
example, plumbing, electrical and ACMV. As an integrated service provider, we are able to
provide more than one area of M&E services such as plumbing and sanitary systems, electrical
engineering systems, fire protection and alarm systems, air-conditioning and mechanical
ventilation systems, communications and security systems and underground pipeline
communication systems, or any combination of these services as required by our customers.
We would coordinate the workflow for different M&E system installation to maximize efficiency
and reduce reworks or wastage. In addition, our clients who are main contractors need only
coordinate their own workflow with that of ours instead of a few different M&E subcontractors.
(c) Strong design-and-build capabilities for the installation of M&E systems
At the date of this Prospectus, we have 17 qualified engineers and 13 licensed tradesmen in
our design-and-build teams. Our team will carry out the detailed design and recommend
modifications for the plumbing, sanitary and electrical distribution systems with the aim of reducing
costs for our clients. After the building plans are approved, we would install our plumbing,
sanitary and electrical distribution systems in accordance to the plans. Between April 1993 and
September 2000, we have been awarded seven HDB design-and-build projects and five private
residential design-and-build projects for the provision of M&E services.
Based on our inquiry within the industry, we have been awarded a total of 6 HDB design-andbuild
residential projects out of a total of 29 from 1992 to May 2000 for the provision of M&E
services. In the private residential sector, we have also successfully completed two design-andbuild
projects and they are the Melville Park condominiums at Simei and the Rivervale executive
condominiums at Sengkang. To date, we have been awarded five private residential designand-build
projects for the provision of M&E services.
(d) Good cost management
Owing to our involvement in numerous HDB projects, we are able to bulk purchase raw materials
for use in our M&E works. For example, bulk purchase prices for certain bathroom fixtures are
much lower than the regular retail prices. This can result in cost savings of approximately 2%
of the contract value over the duration of the project. Therefore, we would be able to reduce
our costs when we purchase in bulk. In addition, we fabricate certain sewerage works required
for maintenance and cleaning of sanitary pipes in-house instead of fabricating them on site.
This one item alone can result in cost savings of approximately 1% of the contract value over
the duration of the project. Such cost savings would have a direct flow through impact on the
profitability of each project. As a result, these cost savings can significantly affect our profit
margins.
DIRECTORS, MANAGEMENT AND STAFF
Directors
The Board of Directors is entrusted with the responsibility for the overall management of our Group.
Our Directors’ particulars are listed below:-
Name Age Address Current Occupation
Chua Kim Hua 60 108 Chestnut Drive Executive Chairman
Singapore 679326
Chua Hai Kuey 49 57 Hillview Crescent Executive Director
Singapore 669461
Ng Eng Kiong 50 989 Bukit Timah Road #06-13 Non-Executive Director
Singapore 589629
61

Name Age Address Current Occupation
Chua Eng Eng 30 Blk 2, Petir Road, #17-07 Executive Director
Singapore 678265
Goh Chee Wee 54 28 Kew Walk Independent Director
Singapore 465976
Foo Kok Swee 62 1005 Lower Delta Road Independent Director
@ Pu Kok Swi #23-02 Teresa Ville
Singapore 099309
Mr Chua Kim Hua and Mr Chua Hai Kuey are siblings. Ms Chua Eng Eng is the daughter of Mr
Chua Kim Hua and the niece of Mr Chua Hai Kuey. Save as disclosed, none of our Directors are
related to our other Directors or substantial shareholders.
Information on the area of responsibility and working experience of our Directors is set out below:-
Chua Kim Hua has been the Executive Chairman and Managing Director of our Company since
February 2000. Mr Chua has more than 30 years of experience in the building and construction
industry since his establishment of Sin Chew Electrical and Plumbing Construction in 1967. He
joined our Group as a director in July 1983. Mr Chua has overall responsibilities for our Group’s
general management and operations. He is also responsible for the long-term growth and development
of our Group and makes investment decisions for our Group. Given his many years in the industry,
Mr Chua has developed business relationships with developers, customers and consultants within
the industry. He actively seeks new business opportunities for our Group. Mr Chua is also involved in
public service and has recently been awarded the Public Service Medal Pingat Bakti Masyarakat
(PBM) in November 1999 for his contribution to the public sector. Mr Chua is a licensed PUB electrician
and has a primary six education.
Chua Hai Kuey has been an Executive Director of our Company since February 2000. He is
responsible for our Group’s overall day-to-day operations. His scope of work includes project
management, project tenders and quality management. He is also in charge of the technical,
engineering and quality control aspects of our projects. Mr Chua also oversees the supervision of
project progress, troubleshooting and monitoring wastage to control cost. He has been the Managing
Director of KWC since October 1977. Mr Chua has the advanced level General Certificate of Education.
Ng Eng Kiong is a non-Executive Director of our Company and has more than 25 years experience
in the M&E consultancy and contracting industry. Mr Ng was appointed as a Director of our Company
on 15 November 2000 and assists the Board of Directors in the strategic planning, corporate and
business development aspects of our Group. He also assists Mr Chua Kim Hua, our Executive
Chairman and Managing Director, in the expansion of our Group’s business, as well as the sourcing
of new business opportunities and investments for our Group. Mr Ng was with the HDB for 15 years.
He joined HDB as an engineer in 1974 and was promoted to head of computer services department
in 1989. Mr Ng is currently the Managing Director of and a shareholder in Squire Mech Pte Ltd since
1990, an engineering consultancy company. Mr Ng has a Bachelor of Electrical Engineering degree
from the then University of Singapore and a Masters of Science degree majoring in Property and
Maintenance Management from the National University of Singapore. He is a Professional Engineer
registered in Singapore and is also a member of the Institution of Engineers, Singapore as well as
the Institution of Electrical Engineers, United Kingdom. He is also registered as a Chartered Engineer
in the United Kingdom.
Chua Eng Eng was appointed as an Executive Director of our Company on 15 November 2000. Ms
Chua joined our Group in July 1992, after her graduation, as an administrator and is responsible for
developing, planning and implementing policies and activities of our Group’s diversification and
development. In addition, she is also in charge of our Group’s financial and investment matters,
recruitment as well as corporate and legal affairs. She has a Bachelor of Arts degree in Economics
from the National University of Singapore.
62

Goh Chee Wee was appointed as an independent Director of our Company on 15 November 2000.
He is the Group Managing Director and Chief Executive Officer of Comfort Group Ltd, Chairman of
NTUC Media Co-operative Ltd and Deputy Chairman of NTUC Fair Price Co-operative Ltd since
1997. He is a Member of Parliament for the Boon Lay Constituency. Prior to joining Comfort Group
Ltd, he was a Minister of State for the Ministry of Trade and Industry, Ministry of Labour and Ministry
of Communications from 1993 to 1997. He has a Bachelor of Science degree from the then University
of Singapore and a Masters of Science degree from the University of Wisconsin.
Foo Kok Swee @ Pu Kok Swi was appointed as an Independent Director of our Company on
15 November 2000. He is a board member of NTUC Income Insurance Co-operative Ltd since 1998
and other companies. Mr Foo is a Council member of the Singapore Chinese Chamber of Commerce
and Industry since 1994 and is also the current Singapore’s High Commissioner to the Republic of
Ghana and Ambassador to the Slovak Republic. He was formerly the Executive Chairman of
International Factors (Singapore) Ltd and Chief Executive Officer of ECICS Holdings Ltd. Mr Foo has
a Bachelor of Science degree (Electrical Engineering) and a Masters of Science degree (Engineering)
from the University of Pennsylvania and a MBM from the Asian Institute of Management Philippines.
He was awarded the Public Service Medal Pingat Bakti Masyarakat (PBM) in 1993 and the Public
Service Star Bintang Bakti Masyarakat (BBM) in 1996.
The list of directorships of each of our Directors, as at the date of this Prospectus and over the five
years preceding the date of this Prospectus, is set out under the section entitled “General and
Statutory Information” on pages 107 to 109 of this Prospectus.
Independent Directors
Messrs Goh Chee Wee and Foo Kok Swee @ Pu Kok Swi are our Independent Directors.
Audit Committee
The Audit Committee comprises Mr Goh Chee Wee, Mr Foo Kok Swee @ Pu Kok Swi and Ms Chua
Eng Eng. Mr Foo Kok Swee @ Pu Kok Swi will be the Chairman of our Audit Committee.
Auditors
Our auditors is Deloitte & Touche Singapore and we intend to continue to recommend them for
appointment as auditors of the Company. Our subsidiaries, KWC and K&W, have also appointed
Deloitte & Touche Singapore as their auditors with effect from 28 January 2000 and 20 March 2000
respectively. We intend to continue to recommend them for appointment as auditors of our subsidiaries
in compliance with the SGX requirement on auditors under Chapter 9 of the Listing Manual.
Management
The day-to-day operations of our Group are entrusted to our Executive Directors and an experienced
and qualified team of Executive Officers responsible for the different functions of our Group. The
particulars of our Executive Officers are set out below:-
Name Age Address Current Occupation
Chua Kon Seng (1) 57 13 Toh Tuck Drive Principal Project Manager
Singapore 596880
Chua Yan Peng (1) 46 Blk 333 Ubi Ave 1 #04-759 Human Resource and
Singapore 400333 Purchasing Manager
Chew Chee Yuen 30 Blk 67 Kallang Bahru #03-467 Group Finance Manager
Singapore 330067
63

Name Age Address Current Occupation
Siow Nget Yuen (2) 49 Blk 556 Choa Chu Kang North 6 Administration Manager
#03-10
Singapore 680556
Siow Nyeok Khoon (2) 48 Blk 160 Jalan Teck Whye #13-258 Principal Project Manager
Singapore 680160
Toh Siaw Hui 38 Blk 415 Commonwealth Ave West General Manager
#10-3015
Singapore 120415
Chua Ling Kang (1) 36 Blk 203 Petir Road #07-655 Senior Project Manager
Singapore 670203
Neo Wee Chiat 43 Blk 117-B Rivervale Drive #14-58 Senior Contracts Manager
Singapore 542117
Chan Tuck Weng 53 Blk 36 Jalan Rumah Tinggi #18-441 Head of Electrical
Singapore 150036 Engineering Department
Notes:-
(1) Refer to pages 68, 111 and 112 of this Prospectus for the relationships between these Executive Officers and certain
of our Directors.
(2) Ms Siow Nget Yuen and Mr Siow Nyeok Khoon are siblings.
Save as disclosed, none of our Executive Officers are related to our Directors or substantial
shareholders.
Information on the area of responsibility and working experience of our Executive Officers are as
follows:-
Chua Kon Seng joined our Group in November 1978 as a site manager. Currently, he heads a team
of senior project managers, project executives and foremen and oversees the management of all
building construction projects of our Company. As the Principal Project Manager, he implements and
provides directions in construction planning, coordinates works and liaises with clients and consultants
to ensure that the overall construction progress of each project is on schedule. He is also responsible
for sourcing of new project opportunities, as well as the negotiation of project pricing with our clients.
Mr Chua has primary six education.
Chua Yan Peng joined our Group in October 1977 as the Human Resources and Purchasing Manager.
She plans, organises, directs and controls all of our Group’s purchases and inventory. Besides
maintaining our Group’s purchasing systems, she ensures that our purchasing requirements are met.
She is also responsible for the human resource functions including the formulation of personnel
policies, corporate recruitment, manpower development and training. She graduated with a Diploma
in Business Management from the Singapore Institute of Management in March 1987.
Chew Chee Yuen joined our Group in June 2000 as our Group Finance Manager. Mr Chew is
responsible for our Group’s overall financial, accounting and tax matters. He is also responsible for
the planning and installation of reporting systems to support the decisions of management. Mr Chew
has a Bachelor of Accountancy degree from the Nanyang Technological University. He joined Price
Waterhouse in 1994 as an audit assistant and was subsequently promoted to audit supervisor in
July 1997. From February 1998 to June 2000, he was the Corporate Auditor of General Motors Asia
Pacific Pte Ltd. He is a Certified Public Accountant and a member of the Institute of Internal Auditors.
64

Siow Nget Yuen joined our Group in August 1978 as an Administration and Finance officer. She was
promoted to Administration and Finance Manager in 1994. As the current Administration Manager,
she now assists the Finance Manager in respect of our Group’s financial and accounting functions.
These include the budgeting, internal control and management accounting functions, and preparation
of periodic financial reports and forecasts to the management team of our Group. Ms Siow has LCCI
intermediate in 1983.
Siow Nyeok Khoon joined our Group in October 1977 as a Site Supervisor. In 1995, he became
the Principal Project Manager and now leads a team of general manager, project managers, project
executives and foremen. He currently oversees the management of all building construction projects
(both HDB and private) secured by us. He implements and provides directions in construction planning,
coordinates works, liaises with clients and consultants and ensures that overall construction progress
is on schedule. Mr Siow is also responsible for the sourcing of new project opportunities and negotiation
of project pricing with our clients. Mr Siow is a PUB licensed plumber, ENV registered plumber and
PUB licensed gas worker. He also has an advanced builder certificate in sanitary and plumbing
since 1992.
Toh Siaw Hui joined our Group in March 2000 as our Group’s General Manager and has more than
14 years of experience in both the private and public sectors of the M&E engineering field. Prior to
joining us, he was an electrical engineer for nine years in an international consulting practice, Brown
and Root (S) Pte Ltd and, prior to that, a training instructor and technical officer with the Public
Utilities Board for five years since 1985. He currently performs electrical design engineering works
for our projects. In addition, he implements and ensures quality assurance for all engineering aspects
of our projects. He also works with our Directors in exploring new business opportunities for our
Group. Mr Toh has a Bachelor of Electrical Engineering degree from the Royal Melbourne Institute of
Technology.
Chua Ling Kang joined our Group in July 1985 as a Project Manager and was promoted to Senior
Project Manager in 1995. He heads the team of junior project engineers and foremen and oversees
the management of HDB building construction projects secured by our Group. He is responsible for
ensuring that the overall construction of projects is on schedule, the smooth implementation of projects
and the effective implementation of quality management system. Mr Chua graduated with a Diploma
in Electrical Engineering from the Singapore Polytechnic. He has a PUB electrical worker licence, a
PUB plumber licence, a PUB gas worker licence and a cable detection licence.
Neo Wee Chiat joined our Group as a licensed plumber in April 1983 and became our Senior
Contracts Manager in 1995. He ensures that work methods are in compliance with regulations,
specifications and requirements specified by project owners and the relevant statutory bodies. He is
also responsible for the planning and design of sanitary systems, as well as the testing, inspection
and commissioning of M&E installation. Mr Neo has a Plumbing and Pipe Fittings Diploma from the
Institute of Technical Education. He has a PUB plumber licence and a PUB gas worker licence. Mr
Neo is also a registered plumber with the Ministry of Environment.
Chan Tuck Weng joined our Group in September 1986 as a Project Manager and was promoted to
the Head of Electrical Engineering Department in 1995. He heads a team of electrical project
executives and foremen and oversees the electrical systems component of building construction
projects secured by our Group. He also implements and provides directions in construction planning
for electrical systems. Mr Chan has General Certificate of Education “O” levels. He has a PUB
electrical worker licence and a telecommunication wiring licence.
The list of directorships of each of our Executive Officers as at the date of this Prospectus and over
the five years preceding the date of this Prospectus, is set out under the section entitled “General
and Statutory Information” on page 110 of this Prospectus.
We have no agreement, arrangement or understanding with any of our substantial Shareholders,
customers or suppliers to appoint them as our Director or Executive Officer.
65

Staff
As at 30 September 2000, our Group has 136 full-time employees, excluding foreign workers employed
on a contract basis. Of the 136 full-time employees, 96 full-time employees are engaged in the dayto-day
operations of our business and 40 full-time employees are our administrative support personnel.
We do not experience any significant seasonal fluctuations in the number of full-time employees. At
present, we have approximately 430 foreign workers employed on a contract basis. We do not have
any temporary staff. Relationship between management and staff are good and there have not been
any industrial disputes in our Company or its subsidiaries.
The numbers of our employees at the end of FY 1998, FY 1999 and FY 2000 are set out below:-
FY 1998 FY 1999 FY 2000
Full-time employees
– Operations 80 84 85
– Administration 36 40 50
Foreign worker 324 356 441
Total 440 480 576
The number of our employees have increase over the last three years in line with the increase in
our business activities.
66

Our management reporting structure
BOARD OF DIRECTORS
CHUA KIM HUA
Executive Chairman and
Managing Director
67
CHUA HAI KUEY
Executive Director
NG ENG KIONG
Non-Executive Director
CHUA ENG ENG
Executive Director
SIOW NYEOK KHOON
Principal Project
Manager
(HDB & Private)
TOH SIAW HUI
General Manager
CHUA KON SENG
Principal Project
Manager (HDB)
NEO WEE CHIAT
Senior Contracts
Manager
CHUA YAN PENG
Human Resource &
Purchasing Manager
SIOW NGET YUEN
Administration
Manager
CHEW CHEE YUEN
Group Finance
Manager
CHAN TUCK WENG
Head of Electrical
Engineering
Department
CHUA LING KANG
Senior Project
Manager

Directors’ Remuneration
The remuneration of our Directors (including employers’ CPF contributions) on an aggregate basis
and in remuneration bands for FY 1999 and FY 2000 are as follows:-
(a) Aggregate Directors’ Remuneration
68
FY 1999 (1) FY 2000 (1)
($’000) ($’000)
Executive Directors 196 315
Non-Executive Director – –
Total 196 315
(b) Number of Directors in Each Remuneration Bands
(1) FY 1999 FY 2000 (1)
Executive Non- Total Executive Non- Total
Directors Executive Directors Executive
Directors Directors
Above $500,000 – – – – – –
$250,000 to $500,000 – – – – – –
Below $250,000 2 – 2 2 – 2
Total 2 – 2 2 – 2
Note:-
(1) Includes only two Directors, Mr Chua Kim Hua and Mr Chua Hai Kuey, who were appointed in FY 2000.
Remuneration of Executive Officers and Employees Related to Directors and Substantial
Shareholders
Other than the three Executive Officers mentioned at pages 111 and 112 of this Prospectus, we
currently have three other employees who are related to Mr Chua Kim Hua, Mr Chua Hai Kuey and
Ms Chua Eng Eng who are Directors and substantial shareholders of our Company. The three
employees are Ms Chua Yian Chai, Ms Chua Yean Cheng and Ms Chua Yean Shien. The relationship
between the 6 employees and Messrs Chua Kim Hua, Chua Hai Kuey and Chua Eng Eng are as
follows:
Relationship with certain of our Directors
and Substantial Shareholders
Chua Kim Hua Chua Hai Kuey Chua Eng Eng
Chua Kon Seng Brother Brother Uncle
Chua Yan Peng Niece Niece Cousin
Chua Ling Kang Nephew Nephew Cousin
Chua Yian Chai Niece Niece Cousin
Chua Yean Cheng Daughter Niece Sister
Chua Yean Shien Daughter Niece Sister

Their current monthly remuneration (inclusive of CPF) are in line with our Group’s staff remuneration
guidelines and commensurate with their respective job scope and level of responsibility and their
positions are reflected below:-
Position in our Company
Chua Kon Seng Principal Project Manager
Chua Yan Peng Human Resources and Purchasing Manager
Chua Ling Kang Senior Project Manager
Chua Yian Chai Storekeeper
Chua Yean Cheng Human Resource Officer
Chua Yean Shien Administration Officer
For FY 1998, FY 1999 and FY 2000, the aggregate remuneration (inclusive of CPF and bonus) of
Messrs Chua Kon Seng, Chua Yan Peng, Chua Ling Kang, Chua Yian Chai, Chua Yean Cheng,
Chua Yean Shien were $338,716, $333,441 and $409,805 respectively and constituted approximately
37.6%, 8.1% and 7.1% of our Group’s consolidated profit before tax for each financial year respectively.
The total remuneration paid to family members or persons related to our Director and controlling
shareholder (including the controlling shareholder), Mr Chua Kim Hua, are $541,000 in FY 1998,
$529,000 in FY 1999 and $751,000 in FY 2000. These remuneration accounted for approximately
60.1%, 12.9% and 12.9% of our profit before tax for FY 1998, FY 1999 and FY 2000, respectively.
We have set up a compensation committee comprising of Mr Chew Chee Yuen, our Group Finance
Manager, and Mr Goh Chee Wee and Mr Foo Kok Swee @ Pu Kok Swi, our independent directors,
to review the remuneration packages of all our Executive Officers and employees related to our
Directors and substantial shareholders on an annual basis. This is to ensure that our employees’
remuneration packages are in line with our staff remuneration guidelines. They will further ensure
that the total remuneration of the employees who are related to our Directors and substantial
shareholders commensurate with their respective job scope and level of responsibility.
In addition, the remuneration of each Executive Officer and employee who is related to our Directors
and substantial shareholders and the remuneration of each of our Director and substantial shareholders
shall be subject to the annual review and majority approval of our Audit Committee. Ms Chua Eng
Eng, a member of our Audit Committee, will abstain from participating in the review and approval
process in relation to the remuneration of any Executive Officer or employee to whom she, Mr Chua
Kim Hua and/or Mr Chua Hai Kuey are related. The total remuneration paid to our Directors who are
substantial shareholders and their relatives will be disclosed in our Annual Report.
SERVICE AGREEMENTS
On 1 November 2000, 1 November 2000 and 15 November 2000, we entered into separate service
agreements (“Service Agreements”) with Messrs Chua Kim Hua, Chua Hai Kuey and Chua Eng Eng,
respectively, for an initial period of three years and renewable thereafter. Each of the Service
Agreements may be voluntarily terminated by either party giving not less than 3 months’ written
notice to the other party. The terms of the Service Agreements will be subject to review by our Audit
Committee upon renewal.
Under the Service Agreements, the monthly salaries payable to Messrs Chua Kim Hua, Chua Hai
Kuey and Chua Eng Eng are $12,000, $12,000 and $7,500 respectively. In addition, Messrs Chua
Kim Hua, Chua Hai Kuey and Chua Eng Eng are entitled to an annual bonus of no less than three
months’ salary, to be determined by the Board of Directors, taking into consideration their respective
performance and the financial results of our Group. Messrs Chua Kim Hua, Chua Hai Kuey and
Chua Eng Eng will also be entitled to the use of a car to be provided by our Company. The cost of
taxes, insurance, repair, maintenance and petrol in respect of the cars shall be borne by our Company.
Our Company shall also pay, on behalf of Messrs Chua Kim Hua, Chua Hai Kuey and Chua Eng
69

Eng, the monthly subscriptions fees of a personal membership for each Director with one of the
country clubs in Singapore, to be decided by the Directors. Our Company shall also bear the expenses
incurred from the use of the facilities of the country clubs for business purposes relating to our
Group. Mr Chua Kim Hua will also be entitled to the services of a chauffeur whose remuneration will
be borne by the Company. Save as disclosed, Messrs Chua Kim Hua, Chua Hai Kuey and Chua
Eng Eng do not receive any other benefits-in-kind.
Messrs Chua Kim Hua, Chua Hai Kuey and Chua Eng Eng are also entitled to a profit sharing
scheme based on the formula as described below to be shared amongst themselves in the proportions
of 40%, 40% and 20% respectively. The aforesaid formula is as follows:-
Group’s consolidated profit before tax, after Percentage to be applied to the profit
minority interest but excluding extraordinary sharing scheme
items
Less than $6 million Nil
$6 million or higher but less than $10 million 3.5%
$10 million and above 6.0%
Save as disclosed above, none of our Directors or Executive Officers is entitled to participate in any
profit sharing scheme.
Had the Service Agreements been in place for FY 2000, the aggregate remuneration payable to our
Directors would have been $497,070 instead of $315,088 and the profit before tax of our Group for
FY 2000 would have been $5.6 million instead of $5.8 million. The Directors’ remuneration of $497,070
represents approximately 8.1% of the profit before tax of our Group (with Directors’ remuneration
added back) in FY 2000 had the Service Agreements been in effect for FY 2000.
SHARE CAPITAL
Our Company was incorporated in Singapore on 8 February 2000 under the Companies Act as a
private limited company under the name of King Wan Corporation Pte Ltd. We changed our name to
King Wan Corporation Limited on 7 November 2000 in connection with our conversion to a public
company limited by shares.
As at 31 March 2000, our authorised share capital was $100,000 comprising 100,000 ordinary shares
of $1.00 each and our issued and paid-up share capital was $2.00 comprising two ordinary shares
of $1.00 each.
At the Extraordinary General Meeting held on 6 November 2000, our shareholders approved, inter
alia, the following:-
(a) an increase in our authorised share capital from $100,000 divided into 100,000 ordinary shares
of $1.00 each to $50,000,000 divided into 50,000,000 ordinary shares of $1.00 each;
(b) the Restructuring Exercise, details of which are set out on page 13 of this Prospectus;
(c) the sub-division of each of our existing ordinary shares of $1.00 each in our authorised share
capital into 10 ordinary shares of $0.10 each (the “Stock Split”);
(d) the conversion of our Company into a public limited company and the change of our name to
King Wan Corporation Limited;
(e) the adoption of the new Articles of Association of our Company;
(f) the issue of 30,000,000 New Shares which, when fully paid, will rank pari passu in all respects
with the existing Shares of the Company; and
70

(g) that authority be given pursuant to Section 161 of the Act to the Directors of the Company to
issue shares in the Company (whether by way of rights, bonus or otherwise) at any time and
upon such terms and conditions and for such purposes and to such persons as the Directors
may in their absolute discretion deem fit provided that the aggregate number of shares to be
issued pursuant to this Resolution does not exceed 50 per cent. of the issued share capital of
the Company for the time being of which the aggregate number of shares to be issued other
than on a pro-rata basis to share holders of the Company does not exceed 20 per cent. of the
issued share capital of the Company for the time being, and, unless revoked or varied by the
Company in general meeting, such authority shall continue in force until the conclusion of the
next Annual General Meeting of the Company or the date by which the next Annual General
Meeting of the Company is required by law to be held, whichever is the earlier.
Details of the issued and paid-up capital of our Company since 31 March 2000, being the date of
the last audited accounts of our Company, are as follows:-
71
Number $
of Shares
Issued and fully paid ordinary shares of $1.00 each
as at 31 March 2000 2 2
Issue of 14,730,185 ordinary shares of $1.00 each
in our Company pursuant to the Restructuring Exercise
detailed on page 13 of this Prospectus 14,730,185 14,730,185
Share capital of ordinary shares of $1.00 after the
Restructuring Exercise 14,730,187 14,730,187
Sub-division of 14,730,187 ordinary shares of $1.00 each
into 147,301,870 ordinary shares of $0.10 each 147,301,870 14,730,187
Pre-Invitation share capital 147,301,870 14,730,187
New Shares to be issued for public subscription 30,000,000 3,000,000
Post-Invitation share capital 177,301,870 17,730,187

The authorised share capital and the shareholders’ funds of our Company as at 31 March 2000
before and after adjustments to reflect the increase in authorised share capital, Restructuring Exercise,
the sub-division of shares and the issue of New Shares are set forth below. These statements
should be read in conjunction with the Accountants’ Report set out on pages 89 to 103 of this
Prospectus.
Authorised Share Capital
After
Restructuring
As at Exercise After
31 March 2000 and sub-division Invitation
$ $ $
Ordinary shares of $1.00 each 100,000 – –
Ordinary shares of $0.10 each – 50,000,000 50,000,000
Shareholders’ Funds
Issued and fully paid-up share
capital 2 14,730,187 17,730,187
Share premium – – 2,100,000
Revenue reserves (3,000) (3,000) (3,000)
SHAREHOLDERS
(2,998) 14,727,187 19,827,187
The shareholders of the Company and their respective shareholdings in the Company after the
Stock Split but before the Invitation are set out below:-
Directors
Direct Interest Indirect Interest Total Interest
No. of Shares % No. of Shares % No. of Shares %
Chua Kim Hua (1) 75,044,669 50.95 – – 75,044,669 50.95
Chua Hai Kuey (1) 22,247,676 15.11 – – 22,247,676 15.11
Ng Eng Kiong (2) 2,163,811 1.47 – – 2,163,811 1.47
Chua Eng Eng (1) 4,215,906 2.86 – – 4,215,906 2.86
Goh Chee Wee – – – – – –
Foo Kok Swee @ Pu Kok Swi – – – – – –
Holder of 5% or more
Chua Kon Seng (1) 22,247,666 15.10 – – 22,247,666 15.10
Chua Yan Peng (1) 7,822,258 5.31 – – 7,822,258 5.31
Other existing shareholders
Others (3) 13,559,884 9.20 – – 13,559,884 9.20
147,301,870 100.00
Notes:-
(1) Messrs Chua Kim Hua, Chua Hai Kuey and Chua Kon Seng are siblings. Ms Chua Eng Eng is the daughter of Mr Chua
Kim Hua and the niece of Messrs Chua Hai Kuey and Chua Kon Seng. Ms Chua Yan Peng is the niece of Messrs
Chua Kim Hua, Chua Hai Kuey and Chua Kon Seng, and the cousin of Ms Chua Eng Eng.
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(2) Mr Chua Kim Hua entered into a share transfer agreement dated 21 November 2000 with Mr Ng Eng Kiong, an non-
Executive Director, pursuant to which Mr Chua agreed to sell him 2,163,811 existing Shares, representing 1.47% of the
pre-Invitation share capital of our Company, at $0.12 per Share, prior to the Invitation. These Shares are subject to a
moratorium described on page 74 of this Prospectus.
(3) Prior to the Invitation, Mr Chua Kim Hua entered into two separate share transfer agreements dated 21 November 2000
with an Executive Officer and a business associate, pursuant to which Mr Chua agreed to sell 6,779,942 existing
Shares to each Executive Officer and business associate respectively, at $0.10 per Share, representing 4.60% of the
pre-Invitation share capital of our Company each or an aggregate of 9.20% of the pre-Invitation share capital of our
Company.
The shareholders of the Company and their respective shareholdings in the Company after the
Stock Split and Invitation are set out below:-
Direct Interest Indirect Interest Total Interest
No. of Shares % No. of Shares % No. of Shares %
Directors
Chua Kim Hua (1)(2) 75,044,669 42.32 – – 75,044,669 42.32
Chua Hai Kuey (1) 22,247,676 12.55 – – 22,247,676 12.55
Ng Eng Kiong (1)(3) 2,272,811 1.28 – – 2,272,811 1.28
Chua Eng Eng (1) 4,215,906 2.38 – – 4,215,906 2.38
Goh Chee Wee (4) 100,000 0.06 – – 100,000 0.06
Foo Kok Swee @ Pu Kok Swi (4) 100,000 0.06 – – 100,000 0.06
Holder of 5% or more
Chua Kon Seng (1) 22,247,666 12.55 – – 22,247,666 12.55
Other existing shareholders
Chua Yan Peng (1) 7,822,258 4.41 – – 7,822,258 4.41
Others (1) 13,559,884 7.65 – – 13,559,884 7.65
Public (5) 29,691,000 16.74 – – 29,691,000 16.74
177,301,870 100.00
Notes:-
(1) Refer to footnote (1) on page 72 of this Prospectus and footnotes (2) and (3) above.
(2) Prior to the Invitation, Mr Chua Kim Hua entered into separate conditional share transfer (“ST”) agreements dated 21
November 2000 with four Executive Officers, one of whom is a nephew of Mr Chua. Pursuant to the ST agreements, Mr
Chua agreed to sell to these four Executive Officers an aggregate of 3,606,350 of his existing Shares, in different
proportions, at $0.10 per Share, representing an aggregate of approximately 2.04% of the post-Invitation capital in our
Company. The 1,803,175 Shares representing approximately 1.02% of the post-Invitation share capital in our Company
would be transferred after one year of the listing of our Shares on SGX Sesdaq, and the remaining 1,803,175 Shares,
representing an additional 1.02% of the post-Invitation share capital would only be transferred after two years of the
listing of our Shares on SGX Sesdaq, subject to the terms and conditions thereunder. Upon the completion of the
abovementioned share transfers, Mr Chua Kim Hua’s interest in the post-Invitation share capital of our Company two
years after the listing of our Shares would be reduced to 40.29%.
(3) We intend to offer 109,000 Reserved Shares to Mr Ng Eng Kiong, our non-Executive Director, in view of his past
contribution to our Group. These Reserved Shares represent 0.06% of the post-Invitation share capital of our Company.
Should Mr Ng Eng Kiong accept the Reserved Shares, he may hold, dispose of or transfer all or part of such Reserved
Shares in our Company after our Shares are listed on the SGX Sesdaq.
(4) The Independent Directors, Mr Goh Chee Wee and Mr Foo Kok Swee @ Pu Kok Swi, will each be offered 100,000
Reserved Shares, representing, in aggregate, 0.12% of the post-Invitation share capital of our Company. The Reserved
Shares offered to them is a token gesture of our appreciation in their joining us as Independent Directors. Should Mr
Goh Chee Wee and Mr Foo Kok Swee @ Pu Kok Swi accept the Reserved Shares, they may hold, dispose of or
transfer all or part of such Reserved Shares in our Company after our Shares are listed on the SGX Sesdaq.
(5) Excluding 309,000 Reserved Shares to be offered to our Directors (see note 3 and note 4 above).
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MORATORIUM
To demonstrate their commitment to our Group, Messrs Chua Kim Hua, Chua Hai Kuey, Ng Eng
Kiong, Chua Eng Eng, Chua Kon Seng and Chua Yan Peng who collectively own 133,741,986 Shares
(the “Original Aggregate Shareholding”), representing 75.4% of the Company’s share capital after
the Invitation, do not intend to (a) realise or transfer any part of their respective interests in the
Company for a period of 12 months after the Company is listed on the SGX Sesdaq and (b) in the
12 months thereafter, reduce their collective shareholding to below 50% of the Original Aggregate
Shareholding.
The above will exclude any Reserved Shares that Mr Ng Eng Kiong may accept.
INTERESTED PERSON TRANSACTIONS
Save as disclosed in this Prospectus, none of the Directors, substantial shareholders or Executive
Officers or their respective associates (as defined in the SGX-ST Listing Manual) was or is interested
in any material transactions entered into by our Group within the past three financial years ended 31
March.
(a) Transactions with King Wan Trading Pte Ltd (“King Wan Trading”)
King Wan Trading is engaged in the business of trading of plywood timber and brackets. Ms
Chua Eng Eng and Mr Chua Hai Kuey, both of whom are our Executive Directors, Mr Chua
Kon Seng and Ms Chua Yan Peng, both of whom are our Executive Officers, have, respectively,
50.08%, 16.64%, 16.64% and 16.64% equity interests in King Wan Trading.
(i) Rental of premises at 8 Sungei Kadut Loop
King Wan Trading rents approximately 4,316 sq ft of our premises at 8 Sungei Kadut Loop
(“KWT Premises”) pursuant to a lease agreement dated 1 January 2000 (“Initial KWT Lease”)
with KWC for a two-year term at an annual rental of approximately $52,000. The lease
agreement may be terminated by either party at any time by giving three months’ notice in
writing to the other party.
Pursuant to a lease agreement dated 1 April 2000 (“New KWT Lease”), (a) the parties
mutually agreed to terminate the Initial KWT Lease; and (b) King Wan Trading agreed to
rent the KWT Premises for use as a warehouse for a 21-month term at an annual rental of
approximately $62,160 for the premises alone.
The transaction was on arm’s length basis at $1.20 per sq ft. The rental was higher than
that set out in a valuation report prepared by an independent appraiser, Colliers Jardine
Consultancy & Valuation (Singapore) Pte Ltd, who recommended a gross monthly rental of
$1.10 per sq ft for premises of the type that King Wan Trading was leasing. The report was
dated 3 January 2000.
The New KWT Lease agreement is renewable and will be subject to review by our Audit
Committee and the procedures set out on pages 83 and 84 of this Prospectus.
(ii) Rental of Vehicles
King Wan Trading also rents a forklift and a minibus from us for an aggregate monthly
rental of $600. As at 30 June 2000, the cost of the 6-year old minibus has been fully
depreciated whilst the 3-year old forklift has a net book value of $10,500. The rental rate is
in line with market rental rates for such equipment.
The aggregate rental income as a percentage of our profit before tax in the past three
financial years were as follows:-
FY 1998 FY 1999 FY 2000
$’000 % $’000 % $’000 %
Rental income (1) 59 6.6 59 1.4 59 1.0
74

Note:-
(1) Comprises rental of premises at 8 Sungei Kadut Loop described in paragraph (i) and the rental of vehicles
in paragraph (ii).
In addition, KWC has been renting a lorry from King Wan Trading at a monthly rental of
$3,000. The lorry was fully depreciated as at 31 March 1999. The rental is equivalent to
the mortgage repayment under the leasing agreement between King Wan Trading and the
finance company which provided the financing for the above mentioned lorry.
On 1 August 2000, King Wan Trading sold the lorry to us for a nominal consideration of $1.
We have also ceased the transactions described above with effect from1 August 2000.
(iii) Sale and Purchase of Materials
We purchase plywood, timber and brackets from King Wan Trading for our M&E projects.
Purchases from King Wan Trading were on commercial terms and on arms length basis as
they were based on price lists and were on terms comparable to those extended by King
Wan Trading to its third party customers.
The aggregate purchases from King Wan Trading and as a percentage of our total trade
purchases in the past three financial years were as follows:-
FY 1998 FY 1999 FY 2000
$’000 % $’000 % $’000 %
Purchases 274 0.8 261 0.8 309 0.8
We also sell flat steel bars to King Wan Trading for use as raw materials in the production
of brackets. As we do not sell such flat steel bars to third parties, our sales of flat steel
bars to King Wan Trading are based on our cost price plus administrative and handling
charges of ten per cent.
The aggregate sales to King Wan Trading and as a percentage of our total sales in the
past three financial years were as follows:
FY 1998 FY 1999 FY 2000
$’000 % $’000 % $’000 %
Sales 8 0.02 11 0.03 75 0.13
After the Invitation, we will cease the purchase of brackets from, and the sale of flat steel
bars to, King Wan Trading as described above. We will cease the purchase of brackets
from King Wan Trading because we will be undertaking the purchasing and shaping of
brackets in-house with effect from 1 August 2000 so as to achieve a more efficient workflow.
Our consumption of plywood is not large enough to achieve greater savings through bulk
purchases. Therefore, we will continue with the purchase of plywood timber from King Wan
Trading, on terms comparable to or more favourable than those extended by third party
suppliers, subject to periodic reviews by our Audit Committee. Our transactions with King
Wan Trading will comply with the procedures elaborated on pages 83 and 84 of this
Prospectus.
(iv) Interest Income
Between FY 1995 and FY 2000, we extended the unutilised portion of our letter of credit
facility to King Wan Trading for certain of its purchases. We also extended cash advances
ranging from amounts of $100,000 to $1,000,000 to King Wan Trading for its working capital
purposes. As at 8 March 2000, all outstanding amounts have been fully repaid.
The banks charge KWC interest at a rate of prime plus 0.25%, equivalent to approximately
6.25%, for the letter of credit facility. We charge King Wan Trading interest at a rate of 7%
per annum for the use of our letter of credit facility and on the cash advances.
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The aggregate interest income from King Wan Trading and as a percentage of our net
profit before tax in the past three financial years were as follows:
FY 1998 FY 1999 FY 2000
$’000 % $’000 % $’000 %
Interest income 79 8.8 24 0.58 36 0.62
After the Invitation, we will cease the transactions described above.
(v) Management Fee
We charge King Wan Trading a monthly management service fee of $500 for the provision
of administrative support. The fee charged is based on the allocation of 30% of the monthly
total working hours of one of our accounts executive for supporting the four employees of
King Wan Trading.
We ceased the transactions described above with effect from 1 August 2000.
(b) Transactions with Self-Cote Paint (S) Pte Ltd (“Self-Cote”)
Self-Cote is engaged in the business of the manufacturing of water-based emulsion paints. The
shareholders of Self-Cote are as follows:-
Name of Shareholder Percentage shareholding in Self-Cote (%)
Chua Kim Hua 70.0
Chua Hai Kuey 10.0
Chua Eng Eng 5.0
Chua Yan Peng 5.0
Chua Kon Seng 10.0
Total 100.0
Mr Chua Kim Hua is our Executive Chairman and Managing Director. Mr Chua Hai Kuey and
Ms Chua Eng Eng are our Executive Directors. Ms Chua Yan Peng and Mr Chua Kon Seng are
our Executive Officers.
Prior to 11 October 1999, Self-Cote was a wholly-owned subsidiary of KWC. As at 31 March
2000, Self-Cote has a fully paid-up capital of $200,000. It rendered a turnover of $1.5 million
and net loss of $137,000 for the financial year ended 31 March 1999. Self-Cote had shareholder’s
deficits of $1.0 million as at 31 March 2000.
Pursuant to the resolutions of its directors dated 11 October 1999, KWC sold its 100% interests
in Self-Cote to Messrs Chua Kim Hua, Chua Kon Seng, Chua Hai Kuey, Chua Yan Peng and
Chua Eng Eng (collectively, the “Self-Cote Purchasers”), for an aggregate consideration of
$440,000.
The aggregate consideration of $440,000 received by KWC represents the initial cost of
investment paid by KWC. As at the date of the above sale, Self-Cote had audited tangible
assets of negative $790,680. The disposal was undertaken to streamline our business and
reduce our non-core assets.
(i) Rental of premises at 22 Jurong Port Road
Self-Cote currently rents approximately 5,384 sq ft of part of our factory at 22 Jurong Port
Road pursuant to a lease agreement dated 1 November 1999 with KWC for a two-year
term at an annual rental of approximately $84,000. The lease agreement may be terminated
by either party at any time by giving three months’ notice in writing to the other party.
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The transaction was on arm’s length basis at $1.30 per sq ft. The rental rate was based on
the verbal quotation from a real estate agent as being the market rate for such property as
at the date of the lease agreement. Such rental rate was consistent with the valuation
report prepared by an independent appraiser, Colliers Jardine Consultancy & Valuation
(Singapore) Pte Ltd, who recommended gross monthly rental of $1.20 per sq ft for premises
of the type that Self-Cote was renting. The report was dated 3 January 2000.
The lease agreement is renewable and will be subject to review by our Audit Committee
and the procedures set out on pages 83 and 84 of this Prospectus.
(ii) Sewage pumping services
We provide sewage pumping services to Self-Cote at its factory based on our price lists
and on terms comparable to those extended to similar third party customers.
The aggregate sales and rental income from Self-Cote and as a percentage of our profit
before tax in the past three financial years were as follows:-
FY 1998 FY 1999 FY 2000
$’000 % $’000 % $’000 %
Sales – – 25 0.6 9 0.2
Rental income – – 75 1.8 140 2.4
We intend to continue with the abovementioned transactions with Self-Cote after the
Invitation, subject to periodic reviews by the Audit Committee. Our transactions with Self-
Cote will comply with the procedures elaborated on pages 83 and 84 of this Prospectus.
(c) Transactions with Vicplas International Ltd (“Vicplas”)
Mr Chua Kim Hua, our Executive Chairman and Managing Director, is the non-Executive
Chairman of Vicplas. Mr Chua also has a 25.1% interest in Vicplas. Vicplas is a company listed
on the SGX Sesdaq which is principally engaged in the manufacture and distribution of proprietary
products including uPVC pipes, pipe fittings and electrical conduits in Singapore.
(i) Sale and Purchase of Materials
We are a customer and a supplier of Vicplas. We purchase a wide range of sanitary and
plumbing products from Vicplas. Purchases from Vicplas are on commercial terms and at
arms length basis as they were made based on the published price lists of Vicplas and are
on terms comparable to those extended by Vicplas to third parties.
We supply certain sanitary and plumbing products to Vicplas. As we do not supply such
products to third parties, our sales to Vicplas is based on our cost price plus administrative
and handling charges of between five and ten per cent.
The aggregate purchases and sales with Vicplas and as a percentage of our total purchases
and sales in the past three financial years were as follows:-
FY 1998 FY 1999 FY 2000
$’000 % $’000 % $’000 %
Purchases 1,724 5.3 2,019 6.6 2,037 5.1
Sales 387 0.8 719 1.8 4 – (1)
Note:-
(1) Insignificant.
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(ii) Rental of premises at 22 Jurong Port Road
Vicplas rents approximately 8,000 sq ft of our premises at 22 Jurong Port Road pursuant
to a lease agreement dated 1 January 2000 with KWC for a one-year term at an annual
rental of approximately $144,000. The lease agreement may be terminated by either party
at any time by giving three months’ notice in writing to the other party.
The transaction was on arm’s length basis at $1.50 per sq ft. The rental was based on a
valuation report prepared by an independent appraiser, Colliers Jardine Consultancy &
Valuation (Singapore) Pte Ltd, who recommended a gross monthly rental of $1.50 per sq
ft for premises of the type that Vicplas was leasing. The report was dated 3 January 2000.
Prior to the issue of the report and the entry into the lease agreement, we had obtained a
verbal confirmation of the appraised market rental rate from the appraiser on 31 December
1999.
The lease agreement is renewable and will be subject to review by our Audit Committee
based on the procedures set out on pages 83 and 84 of this Prospectus.
(iii) Leasing of Equipment
Vicplas has been leasing various items of equipment used in uPVC pipe fittings
manufacturing processes including an extrusion system, a mixer, a downstream equipment,
a cooling system and a sleeve socket from us pursuant to a leasing agreement with KWC
dated 1 August 1998. The terms of the leasing agreement is similar to the existing leasing
agreement between us and the finance company providing the financing for the
abovementioned equipment. Under the terms of the said leasing agreement:-
(a) Vicplas shall pay KWC monthly leasing charges of approximately $9,200 for the
remaining period of the lease of approximately 3 years. The monthly rentals were
arrived at based on the total cost of such equipment taking into account the financing
charges, estimated residual value of the equipment at the end of the lease period and
the rentals paid by Vicplas up to 31 July 1998;
(b) either party may terminate such leasing agreement at any time by giving three months’
notice in writing to the other party; and
(c) Vicplas has an option to purchase such equipment (i) at any time after March 2000
but during the lease period at a price equivalent to the aggregate of the outstanding
lease commitments and the option exercise price; or (ii) at the end of the lease period,
at the option exercise price. The option exercise price payable by Vicplas is approximately
$608,000, which is equivalent to the estimated residual value of the equipment at the
end of the lease period. The total lease charges and option exercise price payable by
Vicplas represent the aggregate cost of the machines and financing charges of
approximately $1.15 million paid by our Group. Interest at the rate of 4.5 per cent. per
annum (computed from 1 August 1998 up to the date of exercise of the option to
purchase) is also payable on the option exercise price.
The leasing agreement is on arm’s length basis and at market rates.
We intend to continue with the abovementioned transactions with Vicplas after the Invitation,
subject to periodic reviews by our Audit Committee. Mr Chua Kim Hua will not participate
in, and will refrain from voting at, any decisions pertaining to transactions with Vicplas. Our
transactions with Vicplas will comply with the procedures elaborated on pages 83 and 84
of this Prospectus.
(d) Transactions with Chip Eng Seng Contractors (1988) Pte Ltd (“Chip Eng Seng”)
Mr Goh Chee Wee, an independent Director of our Company, has a 0.01% shareholding in
Chip Eng Seng Corporation Ltd, a company listed and quoted on the Official List of the SGX
Mainboard. Mr Goh is also an independent director of Chip Eng Seng Corporation Ltd. Chip
Eng Seng Corporation Ltd is the holding company of Chip Eng Seng, a company in the business
of building construction activities.
78

Chip Eng Seng is one of our main customers. We provide M&E services to Chip Eng Seng,
consisting of sanitary, plumbing and electrical installation works at prices and terms comparable
to those extended by our Group to third parties.
The aggregate sales to Chip Eng Seng and as a percentage of our total turnover in the past
three financial years were as follows:
FY 1998 FY 1999 FY 2000
$’000 % $’000 % $’000 %
Sales 3,360 7.0 4,531 11.0 7,158 12.0
We intend to continue with the abovementioned transactions with Chip Eng Seng after the
Invitation subject to periodic reviews by our Audit Committee. Mr Goh Chee Wee will not
participate in, and will refrain from voting on, any decisions pertaining to transactions with Chip
Eng Seng. Our transactions with Chip Eng Seng will comply with the procedures elaborated on
pages 83 and 84 of this Prospectus.
We intend to offer 500,000 Reserved Shares to Chip Eng Seng in view of our past business
relationship. These Shares represent 0.28% of the post-Invitation share capital of our Company.
Should Chip Eng Seng accept the Reserved Shares, it may hold, dispose of or transfer all or
part of their respective shareholding in our Company after our Shares are listed on the SGX
Sesdaq.
(e) Transactions with Sunlight Electrical Pte Ltd (“Sunlight Electrical”)
Mr Foo Kok Swee @ Pu Kok Swi, an independent Director of our Company, has a 0.06%
shareholding in Sunlight Group Holdings Ltd, a company listed and quoted on the Official List
of the SGX Sesdaq. Mr Foo also sits on the board of directors of Sunlight Group Holdings Ltd
as an independent director. Sunlight Group Holdings Ltd is the holding company of Sunlight
Electrical, a company in the business of the manufacture of switchboards.
Sunlight Electrical is one of our suppliers. We purchase electrical fittings such as switchboards
from Sunlight Electrical for our projects. Purchases from Sunlight Electrical are based on their
price lists and are on terms comparable to those extended by Sunlight Electrical to third parties.
The aggregate purchases from Sunlight Electrical and as a percentage of our total purchases
in the past three financial years are as follows:
FY 1998 FY 1999 FY 2000
$’000 % $’000 % $’000 %
Purchases 781 2.4 561 1.8 1,649 4.1
We intend to continue with the abovementioned transactions with Sunlight Electrical after the
Invitation subject to periodic reviews by our Audit Committee. Mr Foo Kok Swee @ Pu Kok Swi
will not participate in, and will refrain from voting on, any decisions pertaining to transactions
with Sunlight Electrical. Our transactions with Sunlight Electrical will comply with the procedures
elaborated on pages 83 and 84 of this Prospectus.
We intend to offer 500,000 Reserved Shares to Sunlight Electrical in view of our past business
relationship. These Shares represent 0.28% of the post-Invitation share capital of our Company.
Should Sunlight Electrical accept the Reserved Shares, it may hold, dispose of or transfer all or
part of their respective shareholding in our Company after our Shares are listed on the SGX
Sesdaq.
79

(f) Transactions with Amerflex Rubber Technology Pte Ltd (“ART”)
ART, a company in the business of manufacture of rubber products, is wholly owned by Ms
Siow Nget Yuen, an Executive Officer of the Company and her spouse. ART currently rents
approximately 797 sq ft of our premises at 22 Jurong Port Road pursuant to a lease agreement
dated 24 May 1999 with KWC for a two-year term at an annual rental of approximately $21,500.
The lease agreement may be terminated by either party at any time by giving three months’
notice in writing to the other party.
The transaction was on arm’s length basis at $2.26 per sq ft. The rental rate was based on the
quotation by a real estate agent as the market rate for such property as at the date of the
lease agreement. This rate was consistent with the valuation report prepared by an independent
appraiser, Colliers Jardine Consultancy & Valuation (Singapore) Pte Ltd, which recommended
gross monthly rental of $1.20 per sq ft for premises of the type that Amerflex was leasing. The
report was dated 3 January 2000.
The lease agreement is renewable and will be subject to review by our Audit Committee based
on the procedures set out on pages 83 and 84 of this Prospectus.
The aggregate rental income from ART and as a percentage of our profit before tax in the past
three financial years are as follows:-
FY 1998 FY 1999 FY 2000
$’000 % $’000 % $’000 %
Rental Income 5 0.6 22 0.5 22 0.4
We intend to continue with the abovementioned transactions with ART after the Invitation subject
to periodic reviews by our Audit Committee. Our transactions with ART will comply with the
procedures elaborated on pages 83 and 84 of this Prospectus.
(g) Transactions with Sin Chew Huat Pte Ltd (“SCH”)
SCH was engaged in the business of building construction and is currently dormant. Messrs
Chua Kim Hua, Chua Hai Kuey, Chua Kon Seng, Chua Yan Peng, Chua Eng Eng and Ley
Seaw Kim (spouse of our Executive Chairman and Executive Director, Mr Chua Kim Hua) each
has an equity interest of 30%, 10%, 9%, 4%, 10% and 10% respectively in the share capital of
SCH. They are also directors of SCH. Mr Chua Kim Hua is our Executive Chairman and Managing
Director. Mr Chua Hai Kuey and Ms Chua Eng Eng are Executive Directors of our Company. Mr
Chua Kon Seng and Ms Chua Yan Peng are Executive Officers of our Company.
We charge SCH a monthly management service fee of $400 on arms-length basis for the
provision of administrative support and office equipment. The fee charged is based on the level
of personnel support provided to SCH for the closing its annual accounts and the estimated
usage of office equipment for SCH.
We intend to continue with the abovementioned transactions with SCH after the Invitation subject
to periodic reviews by our Audit Committee. Our transactions with SCH will comply with the
procedures elaborated on pages 83 and 84 of this Prospectus.
(h) Transactions with Bandar Construction Co Pte Ltd (“Bandar”)
Bandar is engaged in the business of providing M&E construction services in Singapore. Prior to
20 March 2000, each of Messrs Chua Kim Hua, Chua Hai Kuey and Chua Kon Seng held an
18.8% shareholding in Bandar. In addition, Mdm Ang Lay Eng (spouse of Mr Chua Hai Kuey) and
Mdm Kang Eng Choo (spouse of Mr Chua Kon Seng) each held a 1.8% shareholding in Bandar.
Mr Chua Kim Hua is our Executive Chairman and Managing Director. Mr Chua Hai Kuey is an
Executive Director of our Company. Mr Chua Kon Seng is an Executive Officer of our Company.
80

We supply sanitary and plumbing products to Bandar. Sales to Bandar are based on our price
lists and are on terms similar to those extended to third parties.
The aggregate sales to Bandar and as a percentage of our total turnover in the past three
financial years were as follows:
FY 1998 FY 1999 FY 2000
$’000 % $’000 % $’000 %
Sales 78 0.2 147 0.4 7 0.01
On 20 March 2000, Messrs Chua Kim Hua, Chua Hai Kuey, Chua Kon Seng, Ang Lay Eng and
Kang Eng Choo have each disposed of their respective equity interests in Bandar to a third
party.
In view of the disposals, with effect from the financial year ending 31 March 2001, there is no
longer any interested party transactions between our Group and Bandar which falls within the
scope of Chapter 9A and Clause 1006 of the SGX Listing Manual.
(i) Transactions with Chua Kim Hua Investments Pte Ltd (“CKH Investments”)
Mr Chua Kim Hua, our Executive Chairman and Managing Director, and Mr Chua Hai Kuey,
our Executive Director, each has 88.9% and 11.1% equity interest respectively in CKH
Investments, an investment company.
Pursuant to the resolutions of our directors dated 8 December 1999, KWC sold its equity
interest of 16.7% in SP United Industry Sdn Bhd (“SP”), a company engaged in the manufacturing
of stainless steel pipes and fittings in Malaysia, to CKH Investments for a consideration of
RM1,000,200 ($450,540), which was greater than KWC’s share of the audited net tangible
asset value of RM4,300,000 of SP as at 30 September 1999. The disposal enabled us to
streamline our business and to dispose off our non-core assets.
(j) Transactions with Plus Link Environmental Pte Ltd (“Plus Link”)
Plus Link is engaged in the business of providing M&E construction services. Mr Chua Hai
Kuey, our Executive Director, had a 20% interest in the company.
In October 1997, Plus Link was employed by KWC as its subcontractor for the supply and
installation of sanitary and plumbing works for the project at Ang Mo Kio Redevelopment Contract
8 with a contract sum of $3,673,500 due to its competitive pricing as compared to other unrelated
third parties. Other than this transaction, there has been no other transactions between Plus
Link and our Group within the past 3 financial years ended 31 March 2000.
Mr Chua Hai Kuey’s 20% interest in Plus Link was disposed off on 13 June 2000 to a third
party.
In view of the disposal, with effect from the financial year ending 31 March 2001, there is no
longer any interested party transactions between our Group and Plus Link which falls within the
scope of Chapter 9A and Clause 1006 of the SGX Listing Manual.
(k) Transactions with Directors, Executive Officers and Substantial Shareholders
(i) Property Sale at Pinewood Grove
Pursuant to a Sale and Purchase Agreement dated 24 December 1999, KWC sold to Mr
Chua Kim Hua, our Executive Chairman and Managing Director, and Ms Chua Eng Eng,
our Executive Director, a 3-storey 99 year lease detached dwelling house with swimming
pool on HDB PLS2, Plot B64 MK13 at Pinewood Grove for $2,500,000.
We divested the residential property which was our non-core assets. The valuation of
$2,500,000 was arrived based on a valuation report prepared by Knight Frank Pte Ltd on
16 November 1999, before the sale and purchase agreement was entered into.
81

(ii) Purchase of Shares in Market Holdings Pte Ltd
Pursuant to the resolutions of its directors dated 22 July 1997, KWC purchased an equity
interest of 20% in Market Holdings Pte Ltd (“MH”), a company engaged in the investment
in wet markets, from Mr Chua Kim Hua, our Executive Chairman and Managing Director,
for a consideration of $400,000, on a willing-buyer-willing seller basis. The audited net
tangible asset value of MH as at 15 August 1997 was $776,902. The purchase was
undertaken as an investment for KWC.
As at 7 December 1999, KWC divested its equity interest of 20% in MH to an unrelated
third party for a consideration of $440,000, on a willing-buyer-willing seller basis, in order
to streamline our business and reduce our non-core assets.
(iii) Purchase of Motor Vehicles
In March 2000, KWC purchased the following motor vehicles from the Executive Officers
listed below and our Chairman’s spouse, Mdm Ley Seaw Kim. We purchased these vehicles
pursuant to our new employment benefits scheme where Executive Directors and Executive
Officers are provided with a motor vehicle as part of their remuneration package.
Motor Vehicle Cost No. of Purchase Executive Position
Registration ($) Years Consideration (1) Officer
Number Used
SCJ 421E 276,962 4.75 $120,000 Chua Hai Kuey (2) Executive Director
(Mercedes Benz)
SCJ 7156A 113,214 4.50 $63,000 Chan Tuck Weng Head of Electrical
(Nissan Sunny) Engineering
Department
SCJ 7148Z 113,214 4.50 $63,000 Siow Nyeok Khoon Principal Project
(Nissan Sunny) Manager
SCJ 7159S 113,214 4.50 $63,000 Neo Wee Chiat Senior Contracts
(Nissan Sunny) Manager
SCJ 7146D 113,214 4.50 $63,000 Chua Ling Kang (2) Senior Project
(Nissan Sunny) Manager
SBZ 9980B 180,000 6.42 $70,000 Ley Seaw Kim (3) Spouse of our
(BMW) Executive Chairman
and
Managing Director,
Mr Chua Kim Hua
SCQ 2585R 126,285 2.50 $88,000 Chua Yan Peng (2) Human Resource
(Toyota Corona) and
Purchasing Manager
Notes:-
(1) The respective purchase consideration were arrived at based on the prevailing market price for the respective
vehicles, based upon quotes from second-hand motorcar dealers.
(2) Mr Chua Hai Kuey is the brother of Mr Chua Kim Hua, our Executive Chairman and Managing Director.
Mr Chua Ling Kang is the nephew of Mr Chua Kim Hua. Ms Chua Yan Peng is the niece of Mr Chua Kim
Hua.
(3) Mdm Ley Seaw Kim is the spouse of Mr Chua Kim Hua. She is not a Director or an Executive Officer of
our Company. Her vehicle was purchased by KWC and was thereafter designated to Ms Chua Eng Eng,
Mr Chua Kim Hua’s daughter, for her use under her revised remuneration package as of 1 April 2000.
82

Prior to the purchases, the employees save for Mdm Ley Seaw Kim, had taken interest-free
loans from KWC for the purchase of their motor vehicles. We did not grant any loan to Mdm
Ley for the purchase of her motor vehicle. These loans have been fully repaid as of 1 April
2000.
The purchases were undertaken pursuant to our Company’s scheme to provide the usage of a
motor vehicle as part of the remuneration package to our Directors and Executive Officers as
of 1 April 2000. All our Executive Directors and Executive Officers qualify for this scheme. This
is in accordance with market practice of companies in a similar business as our Group.
An aggregate of all the interested persons transactions with our Executive Director and controlling
shareholder and Independent Directors for the past three financial years is set out below:-
($’000)
83
FY 1998 FY 1999 FY 2000
Sales of materials 3,833 5,433 7,283
Purchases of materials 2,779 4,889 5,783
Rental income 65 236 339
Vehicle rental income 7 7 7
Vehicle rental expense 36 36 36
Management fee income 11 11 11
Interest income 79 24 36
Rental income from machinery 203 29 110
Sale of Investment – – 451
Purchase of investment 400 – –
Sale of property – – 2,500
TOTAL 7,413 10,665 16,556
As a percentage of our turnover 7.5% 13.5% 12.3%
As a percentage of our purchases 8.1% 15.0% 14.4%
As a percentage of our net profit before tax 44.6% 8.3% 9.3%
As a percentage of our Group NTA 4.1% – 20.0%
Review Procedures for Future Interested Person Transactions
Our internal control procedures is to ensure that interested person transactions such as those
described on pages 74 to 83 of this Prospectus, (particularly sub-paragraphs (a)(i), (a)(iii), (b)(i),
(b)(ii), (c)(i), (c)(ii), (c)(iii), (d), (e), (f) and (g)), between our Group and King Wan Trading Pte Ltd,
Self-Cote Paint (S) Pte Ltd, Vicplas International Ltd, Amerflex Rubber Technology Pte Ltd, Sin
Chew Huat Pte Ltd, Chip Eng Seng Contractors (1988) Pte Ltd and Sunlight Electrical Pte Ltd are
conducted on an arm’s length basis and on commercial terms. Such internal controls include the
following procedures:-
(a) The proposed terms would be reviewed based on the following considerations:-
(i) when buying from a related party, the prices and terms of at least two other competitive
offers from third parties, contemporaneous in time, would be obtained. The purchase price
shall not be higher than the more competitive of the two competitive offers;

(ii) when selling to a related party, the prices and terms would be no more favourable or
worse off than such prices and terms extended by us to third parties;
(iii) when renting our premises to a related party, the rental shall not be lower than the rental
rate appraised by an independent property valuer as the market rental rate for the premises
as at the date of these lease agreement; and
(iv) all other contracts to be made with a related party shall not be approved unless the pricing
is determined in accordance with our Group’s usual business practices and policies,
consistent with the price received by our Group for the same or substantially similar type of
transactions by our Group with unrelated parties and the terms are no more favourable to
the related party than those extended to unrelated parties.
(b) before any transaction above the sum of $5,000 and not within the ordinary course of business
of our Group is transacted, prior approval would be obtained from our Audit Committee. In the
event that a member of our Audit Committee has interests in any interested person transaction,
such member will abstain from reviewing that particular transaction.
(c) all related party transactions shall be summarised and submitted to our Audit Committee for
regular and periodic review, at least twice a year.
The considerations in sub-paragraph (a)(i) and (a)(ii) above will allow for variation from the prices
and terms of the comparative offers or, as the case may be, sales to the extent that the volume of
trade, creditworthiness of the buyer, differences in service reliability or other relevant factors render
justifiable and whether or not a comparative offer contemporaneous in time, shall be judged with
reference to the volatility of the market for the goods and services in question.
Our Audit Committee will review all interested person transactions to ensure that they are on an
arm’s length basis, that is, the transactions will be on terms and prices not more favourable to the
interested person than if such transaction was with a third party and that we have not been
disadvantaged in any other way. We will prepare or obtain the relevant information such as valuation
reports, third party quotations and tabulate the value of interested person transactions, to assist our
Audit Committee in its review. Our Audit Committee will meet at least three times a year.
Our Audit Committee will also review the internal controls relating to future interested person
transactions of our Group. It will ensure that all disclosure requirements on interested person
transactions, including those required by the Act and Chapter 9A of the Listing Manual, are complied
with and, if required by the Act and Chapter 9A of the SGX Listing Manual, we will seek shareholders’
approval for such transactions.
As at the date of this Prospectus, save as disclosed above and in the section on “Potential Conflict
of Interests”:-
(a) No Director, substantial shareholder or Executive Officer of our Group has any interest, direct
or indirect, in any transactions to which the Company was or is to be a party.
(b) No Director, substantial shareholder or Executive Officer of our Group has any interest, direct
or indirect, in any company carrying on the same business or carrying on a similar trade as our
Group.
(c) No Director, substantial shareholder or Executive Officer of our Group has any interest, direct
or indirect, in any enterprise or company that is the Company’s customer or supplier of goods
or services.
84

Corporate Governance
Present
Our Group’s business and operations are currently under the management of our Executive Chairman
and Managing Director, Mr Chua Kim Hua, and our Executive Directors, Mr Chua Hai Kuey, Mr Ng
Eng Kiong and Ms Chua Eng Eng.
Future
Our Executive Directors will continue to manage the operations of our Company and our subsidiaries
and our Audit Committee will provide the necessary checks and balances as set out below.
Our Audit Committee will assist our Board with regards to discharging their responsibility to safeguard
our assets, maintain adequate accounting records, and develop and maintain effective systems of
internal control, with an overall objective to ensure that our management has created and maintained
an effective control environment in our Group, and that our management demonstrates and stimulates
the necessary aspect of our Group’s internal control structure among all parties.
Our Audit Committee would provide a channel of communication between our Board, our management
and our external auditors on matters relating to audit.
In particular, our Audit Committee will:-
(a) review with the external auditors the audit plan, their evaluation of the system of internal
accounting controls, their audit report, their management letter and the management’s response;
(b) review the half-year and annual financial statements and balance sheet and profit and loss
accounts before submission to our Board for approval, focusing in particular, on changes in
accounting policies and practices, major risk areas, significant adjustments resulting from the
audit, compliance with accounting standards as well as compliance with the SGX Listing Manual
and any statutory or regulatory requirements;
(c) review the internal control and procedures and ensure co-ordination between the external auditors
and our management, reviewing the assistance given by our management to the auditors, and
discuss problems and concerns, if any, arising from the interim and final audits, and any matters
which the auditors may wish to discuss (in the absence of our management where necessary);
(d) review and discuss with the external auditors any suspected fraud or irregularity, or suspected
infringement of any relevant laws, rules or regulations, which has or is likely to have a material
impact on our Group’s operating results or financial position, and our management’s response;
(e) consider the appointment or re-appointment of the external auditors and matters relating to the
resignation or dismissal of the auditors;
(f) review interested party transactions falling within the scope of Chapter 9A of the SGX Listing
Manual and to review the compliance of interested party transactions with the procedures as
disclosed on pages 83 and 84 of this Prospectus;
(g) undertake such other reviews and projects as may be requested by our Board and will report
to our Board its findings from time to time on matters arising and requiring the attention of our
Audit Committee; and
(h) generally undertake such other functions and duties as may be required by statute or the SGX
Listing Manual and by such amendments made thereto from time to time.
85

POTENTIAL CONFLICT OF INTERESTS
(a) Sin Chew Huat Pte Ltd (“SCH’)
SCH is in the business of building construction. In 1993, SCH was engaged by KWC in the
construction of our warehouse at 8 Sungei Kadut Loop. After completing the project in May
1995, SCH has not undertaken any other projects and is currently dormant.
Messrs Chua Kim Hua, Chua Hai Kuey, Chua Kon Seng, Chua Yan Peng, Chua Eng Eng and
Ley Seaw Kim (spouse of our Executive Chairman and Managing Director, Mr Chua Kim Hua)
each has an equity interest of 30%, 10%, 9%, 4%, 10% and 10% respectively in the share
capital of SCH. They are also directors of SCH. Mr Chua Kim Hua is our Executive Chairman
and Managing Director. Mr Chua Hai Kuey and Ms Chua Eng Eng are Executive Directors of
our Company. Mr Chua Kon Seng and Ms Chua Yan Peng are Executive Officers of our Company.
Our Directors are of the view that there is no potential conflict of interests as SCH is principally
engaged in building construction while we specialise in the provision of M&E services.
Each of the shareholders of SCH have entered into a deed of undertaking with our Company
whereby each of them have undertaken to procure that SCH will not compete, directly or indirectly,
with us in the of business carried on by us in the provision of M&E services provided that we
remain listed and quoted on SGX Sesdaq.
(b) Squire Mech Pte Ltd (“Squire Mech”)
Squire Mech is in the business of providing mechanical and electrical engineering consultancy
services. Mr Ng Eng Kiong, our non-Executive Director, is the Managing Director of Squire
Mech. Mr Ng has an equity interest of 21% in Squire Mech. The other shareholders of Squire
Mech are not related to any of our Directors and/or substantial shareholders.
Squire Mech provides engineering consultancy services to developers/owners of residential
property projects for their preparation of feasibility studies, tender drawings, designs and
documents. Squire Mech may be in a position to recommend the main contractors and/or subcontractors
for each M&E services such as plumbing & sanitary, electrical, air-conditioning &
mechanical ventilation, of the building project to the developers/owners in the course of their
consultancy work. The developers/owners will ultimately make the decision.
Our Directors are of the view that there is no potential conflict of interest as Squire Mech is
principally engaged in engineering consultancy services while we specialise in the provision of
M&E services.
To date, we have not been awarded any contracts in which Squire Mech had been engaged as
the engineering consultant.
Mr Ng has notified the executive directors of Squire Mech of his position in our Company. In
the event that King Wan participates in a tender in which Squire Mech is the consulting engineer,
Mr Ng will inform the developer of his interests and will not participate in any deliberation of,
and will refrain from voting in, any meetings pertaining to the award of such tender.
As at the date of this Prospectus, save as disclosed above, in the sections on “Interested
Person Transactions”, “Major Suppliers” and “Major Customers”:-
No Director, substantial shareholder or Executive Officer of our Group has an interest, direct or
indirect, in any material transactions to which our Group is a party;
No Director, substantial shareholder or Executive Officer of our Group has an interest, direct or
indirect, in any business which competes materially and directly with the existing business of
our Group; and
No Director, substantial shareholder or Executive Officer of our Group has an interest, direct or
indirect, in any enterprise or company that is our Group’s customer or supplier of goods and
services.
86

PROPERTIES AND FIXED ASSETS
Our Group currently leases the following properties:-
Location Tenure Gross Annual Lessor
floor area Rental
(sq m)
Warehouse cum office building at 30 years 12,493.6 $190,652 Jurong Town
8 Sungei Kadut Loop, from Corporation
Singapore 729455 (1) March 1991
Factory cum office building at 28 years 5,941 $114,067 Jurong Town
22 Jurong Port Road, from Corporation
Singapore 619114 (1) August 1996
Our Group currently owns the following property:-
Location Tenure Gross Occupancy
floor area
(sq m)
Condominium unit at Maysprings, 99 years 144 Tenanted to a third party
#20-06, Petir Road, from who is not related to any
Singapore 678265 April 1996 of our Directors
or substantial shareholders
for an annual rental
of $10,800 (2)
Notes:-
(1) Partially tenanted to third parties and related parties. Further details of the related party transaction is disclosed on
pages 74 to 83 of this Prospectus.
(2) Represents expected rental income based on tenancy agreements effective as at the date of this Prospectus. We own
this leasehold property. We have not disposed of this property and have decided to lease out the Property for rental
income. The lease tenure to the third party will expire on 31 July 2001. As at the date of this Prospectus, we have not
decided whether we will continue to own the property or divest it. We will divest the property at the opportune time and
at the then prevailing market price.
Save as disclosed above, our Group does not rent or lease any properties.
87

25 November 2000
The Shareholders
King Wan Corporation Limited
8 Sungei Kadut Loop
Singapore 729455
Dear Sirs,
DIRECTORS’ REPORT
This report has been prepared for inclusion in the Prospectus to be dated 25 November 2000 in
connection with the Invitation by King Wan Corporation Limited (the “Company”) in respect of
30,000,000 new ordinary shares of $0.10 each in the capital of the Company by way of public offer.
On behalf of the Directors of the Company, I report that, having made due inquiry in relation to the
interval between 31 March 2000, the date to which the last audited accounts of the Company were
made up, and the date hereof:-
(a) the business of the Company and its subsidiaries have, in the opinion of the Directors, been
satisfactorily maintained;
(b) no circumstances have, in the opinion of the Directors, arisen since the last Annual General
Meeting of the Company which would adversely affect the trading or the value of the assets of
the Company or its subsidiary;
(c) the current assets of the Company and its subsidiary appear in the books at values which are
believed to be realisable in the ordinary course of business;
(d) save as disclosed on pages 54 and 101 of this Prospectus, no contingent liabilities have arisen
by reason of any guarantees given by the Company or its subsidiary; and
(e) save as disclosed on page 72 of this Prospectus, there have been no changes in the published
reserves or any unusual factors affecting the profit of the Company and its subsidiary since the
last audited accounts.
Yours faithfully
for and on behalf of the
Board of Directors
Chua Kim Hua
Executive Chairman and Managing Director
King Wan Corporation Limited
88

25 November 2000
The Board of Directors
King Wan Corporation Limited
8 Sungei Kadut Loop
Singapore 729455
Dear Sirs
A. INTRODUCTION
ACCOUNTANTS’ REPORT
This report has been prepared for inclusion in the prospectus to be dated 25 November 2000
(the “Prospectus”) in connection with the invitation in respect of 30,000,000 new ordinary shares
of $0.10 each in the capital of King Wan Corporation Limited (“the Company”) comprising
2,500,000 Offer Shares at $0.20 per share by way of public offer; 7,500,000 Reserved Shares
at $0.20 per share by way of offer to employees, directors, business associates and those who
have contributed to the success of the Group; and 20,000,000 Placement Shares at $0.20 per
share by way of placement payable in full on application.
The Company was incorporated in Singapore on 8 February 2000 as a private limited company
under the name of King Wan Corporation Pte Ltd. On 7 November 2000, the Company was
converted into a public limited company and its name was changed to King Wan Corporation
Limited.
The principal activities of the Company is that of an investment holding company.
At the date of incorporation, the authorised share capital of the Company was $100,000 divided
into 100,000 ordinary shares of $1.00 each. Two subscribers’ shares of $1.00 each were issued
at the date of incorporation.
The King Wan Corporation Limited Group (“King Wan Group”) was formed as a result of the
Restructuring Exercise undertaken for the purpose of the Company’s listing on the Singapore
Exchange. The Restructuring Exercise involved the following transactions:
(i) the acquisition by the Company of the entire issued share capital of King Wan Construction
Pte Ltd (“King Wan Construction”) of 1,500,000 shares of $1.00 each held by Chua Kim
Hua (937,500 shares), Chua Hai Kuey (225,000 shares), Chua Kon Seng (225,000 shares),
Chua Yan Peng (75,000 shares) and Chua Eng Eng (37,500 shares) for a total consideration
of $14,425,408. The consideration was satisfied by the issue of 14,425,408 shares of $1
each in the capital of the Company. The consideration was arrived at based on the audited
net tangible assets (“NTA”) of King Wan Construction as at 31 March 2000;
(ii) the acquisition by the Company of the entire issued share capital of K & W Mobile Loo
Services Pte Ltd (“K&W”) of 20,000 shares of $1.00 each held by the shareholders as
mentioned in (i) above of 4,000 shares each for a total cash consideration of $304,777.
The audited NTA of K&W was $304,777 as at 31 March 2000; and
At an Extraordinary General Meeting held on 6 November 2000, the shareholders of the Company
approved, inter alia, the following:
(i) an increase in its authorised share capital from $100,000 divided into 100,000 ordinary
shares of $1.00 each to $50,000,000 divided into 50,000,000 ordinary shares of $1.00
each;
(ii) the Restructuring Exercise to consolidate companies within the Group, details are set out
on the section title “Our Restructuring Exercise Prior to IPO” of this Prospectus;
89

A. INTRODUCTION (cont’d)
(iii) the sub-division of shares;
(iv) the conversion of the Company into a public limited company;
(v) the adoption of a set new Articles of Association of the Company;
vi) the issue of the New Shares which are the subject of the Invitation; and
(vii) that authority be given pursuant to Section 161 of the Singapore Companies Act to the
directors of the company to issue shares in the company (whether by way of rights, bonus
or otherwise) at any time and upon such terms and conditions and for such purposes and
to such persons as the directors may in their absolute discretion deem fit provided that the
aggregate number of shares to be issued pursuant to this resolution does not exceed 50
per cent. of the issued share capital of the company for the time being of which the
aggregate number of shares to be issued other than on a pro-rata basis to share holders
of the company does not exceed 20 per cent. of the issued share capital of the company
for the time being, and , unless revoked or varied by the company in general meeting,
such authority shall continue in force until the conclusion of the next Annual General Meeting
of the company or the date by which the next Annual General Meeting of the company is
required by law to be held, whichever is the earlier.
B. BASIS OF PRESENTATION OF FINANCIAL INFORMATION
The particulars of the subsidiaries in the Proforma Group which have been included in the
preparation of the Proforma Statement of Group Results and Proforma Statement of Group
Balance Sheets for each of the financial years ended 31 March to 2000 and Proforma Statement
of Net Assets as at 31 March 2000 are as follows:
Effective
Issued Equity
and Interest
Name of Place and Date Paid-Up held by
Company of Incorporation Capital the Group Principal Activities
$ %
King Wan Construction Singapore 1,500,000 100 Mechanical and electrical
Pte Ltd 1 October 1977 contractors, property
developer and dealers
in sanitary wares
K & W Mobile Pte Ltd Singapore 20,000 100 Owners, rentiers and
12 November 1994 operators of mobile
lavatories and other
facilities
The financial information set out in this report is expressed in Singapore dollars and shows the
Proforma Statement of Group Results and Proforma Statement of Group Balance Sheets for
each of the financial years ended 31 March 1996 to 2000 and the Proforma Statement of Net
Assets as at 31 March 2000. The Proforma Statement of Group Results, Proforma Statement
of Group Balance Sheets and Proforma Statement of Net Assets have been prepared on the
assumption that the current Group structure as outlined above had been in existence throughout
the period under review, or since the dates of incorporation or formation of the companies in
the Group, if later. The financial information is based on the following and has been prepared
on the basis of accounting policies set out in Section G after making such adjustments which
we considered necessary:
(a) audited financial statements of King Wan Construction for the financial years ended 31
March 1996 to 2000;
90

B. BASIS OF PRESENTATION OF FINANCIAL INFORMATION (cont’d)
(b) audited financial statements of K&W for the financial years ended 31 December 1995 to
31 March 2000 and management accounts for the financial years ended 31 March 1996 to
2000.
All material inter-company transactions and balances have been eliminated in the preparation
of the Proforma Statement of Group Results, Proforma Statement of Group Balance Sheets
and Proforma Statement of Net Assets.
There were no audit qualifications made to the audited financial statements of the companies
within the Proforma Group in the last five financial years ended 31 March 2000.
As at 31 March 2000, the financial year end of all the subsidiaries within the Group is coterminous.
Quek & Co Singapore acted as auditors of the Company since the date of incorporation on 8
February 2000 to 19 July 2000. Deloitte & Touche Singapore has acted as auditors of the
Company since 20 July 2000 and of King Wan Construction for the financial year ended 31
March 2000 and of K & W for the financial year from 1 January 1999 to 31 March 2000.
Quek & Co. Singapore acted as auditors of King Wan Construction for the accounting periods
ended 31 March 1996 to 31 March 1999. They also acted as auditors of K&W for the accounting
periods ended 31 December 1995 to 31 December 1998. For the financial statements of the
subsidiaries not audited by us during the accounting periods covered by this report, we have
performed a review or such audit work as we considered necessary on those financial statements
and management accounts used, and are satisfied that the financial statements and management
accounts are appropriate and proper for inclusion in the Proforma Statement of Group Results,
Proforma Statement of Group Balance Sheets and Proforma Statement of Net Assets.
C. PROFORMA STATEMENT OF GROUP RESULTS
The Proforma Statement of Group Results for each of the five financial years up to 31 March
2000 prepared on the basis set out in paragraph B above, after making such adjustments as
we considered appropriate, are as follows:
< Year Ended 31 March >
Notes 1996 1997 1998 1999 2000
$’000 $’000 $’000 $’000 $’000
Revenue 1 27,323 34,851 51,315 40,279 59,141
Operating profit 2 3,091 3,393 900 4,119 5,801
Income tax 3 (1,114) (901) (393) (1,380) (1,513)
Profit after income tax 1,977 2,492 507 2,739 4,288
Notes:
1. Revenue
This comprises the following:
< Year Ended 31 March >
1996 1997 1998 1999 2000
$’000 $’000 $’000 $’000 $’000
Income from construction contracts 26,413 34,095 48,166 36,370 56,265
Sales of goods 910 653 2,300 2,912 1,776
Service income – 103 849 997 1,100
27,323 34,851 51,315 40,279 59,141
91

C. PROFORMA STATEMENT OF GROUP RESULTS (cont’d)
2. Profit Before Income Tax
Profit before income tax has been arrived at after charging (crediting):
< Year Ended 31 March >
1996 1997 1998 1999 2000
$’000 $’000 $’000 $’000 $’000
Directors’ fees 300 400 330 300 –
Directors’ remuneration 260 333 375 369 580
Auditors’ remuneration 11 13 17 17 38
Depreciation expense
Interest expense to non-related
653 848 905 1,421 1,572
companies
Provision (written back) for diminution
40 149 160 83 93
in value of quoted shares 87 (13) 728 277 –
Bad debts written off on trade receivables – 16 1 151 85
Interest income from related parties (3) (24) (79) (24) (36)
Interest income from non-related parties
Gross dividend income from quoted
(5) (7) (25) (113) (8)
investments
Loss (Gain) on disposal of property,
(15) (20) (14) (12) (15)
plant and equipment 18 (17) 15 (3) 301
Loss on disposal of other investments – – – – 10
Gain on disposal of quoted shares (149) (463) (287) (136) (100)
3. Income Tax
< Year Ended 31 March >
1996 1997 1998 1999 2000
$’000 $’000 $’000 $’000 $’000
Current tax 886 874 457 1,352 1,500
Deferred tax 228 27 (64) 28 13
Total 1,114 901 393 1,380 1,513
The income tax expense for 1996, 1998 and 1999 varied from the amount of income tax expense determined by
applying the Singapore income tax rate to profit before income tax as a result of non-allowable items.
4. Related Party Transactions
Related parties are entities with common direct or indirect shareholders and/or directors. Parties are considered
to be related if one party has the ability to control the other party or exercise significant influence over the other
party in making financial and operating decision.
Some of the Company’s transactions and arrangements are with related parties and the effect of these on the
basis determined between the parties are reflected in these financial statements. The balances are without fixed
repayment terms and interest unless stated otherwise.
Significant related party transactions:
< Year Ended 31 March >
1996 1997 1998 1999 2000
$’000 $’000 $’000 $’000 $’000
Sale of goods (310) (185) (473) (902) (125)
Purchase of goods 968 1,647 1,998 2,280 2,346
Management service fee income (11) (11) (11) (11) (11)
Rental income (51) (96) (270) (226) (434)
Interest income (3) (24) (79) (24) (36)
Rental expense – – 36 36 36
92

D. PROFORMA STATEMENT OF GROUP BALANCE SHEETS
The Proforma Group Balance Sheets for each of the five financial years up to 31 March 2000
based on the basis set out in paragraph B above, after making such adjustments as we
considered appropriate, are as follows:
< Year Ended 31 March >
1996 1997 1998 1999 2000
$’000 $’000 $’000 $’000 $’000
Property, plant and equipment 8,905 10,475 12,203 23,052 20,061
Investments 1,803 2,102 1,961 1,697 499
Properties held for development 1,835 2,303 4,994 – –
Total non-current assets 12,543 14,880 19,158 24,749 20,560
Current assets:
Cash and bank balances 1,644 384 392 527 1,886
Trade receivables
Other receivables and prepaid
4,151 4,249 8,870 9,884 8,621
expense 3,263 4,607 5,834 7,008 772
Construction work-in-progress – 2,709 747 – –
Inventories, at cost 30 55 58 274 1,251
Total current assets 9,088 12,004 15,901 17,693 12,530
Current liabilities:
Bank overdrafts – (2,170) (6,110) (2,340) (877)
Construction work-in-progress (1,729) – – (8,232) (2,209)
Trade payables (7,533) (8,758) (15,361) (16,250) (11,720)
Other payables (637) (1,252) (1,223) (643) (230)
Income tax payable (1,346) (1,579) (1,202) (1,726) (2,491)
Dividend payable
Current portion of obligations
– (370) – – –
under hire purchase contracts (441) (613) (513) (545) (336)
Total current liabilities (11,686) (14,742) (24,409) (29,736) (17,863)
Net current liabilities (2,598) (2,738) (8,508) (12,043) (5,333)
Non-current liabilities:
Deferred tax (228) (255) (191) (219) (232)
Hire purchase creditors (1,071) (1,118) (713) (288) (268)
Total non-current liabilities (1,299) (1,373) (904) (507) (500)
8,646 10,769 9,746 12,199 14,727
Represented by:
Shareholders’ equity 8,646 10,769 9,746 12,199 14,727
93

D. PROFORMA STATEMENT OF GROUP BALANCE SHEETS (cont’d)
The movements in the shareholders’ equity of the Company for each of the five financial years
were as follows:
< Year Ended 31 March >
1996 1997 1998 1999 2000
$’000 $’000 $’000 $’000 $’000
Balance brought forward
Add (Less):
6,446 8,646 10,769 9,746 12,199
Profit attributable to Group 1,977 2,492 507 2,739 4,288
Dividend paid – (370) – – (3,996)
Shares issued – 20 – – –
Proforma adjustments 223 (19) (1,530) (286) 2,236
Balance carried forward 8,646 10,769 9,746 12,199 14,727
E. STATEMENT OF ADJUSTMENTS
The following adjustments have been made to the financial statements to the Company for the
respective financial years covered by this report in arriving at the Proforma Statements of
Group Results:
< Year Ended 31 March >
1996 1997 1998 1999 2000
$’000 $’000 $’000 $’000 $’000
1. Operating profit per aggregation
of financial statements of
proforma group
Adjustments:
2,897 2,891 442 3,700 5,801
Extraordinary item* 149 463 287 136 –
Share of loss of associate 45 39 171 283 –
Operating profit per proforma
statement of group results 3,091 3,393 900 4,119 5,801
*Extraordinary item in the respective financial years relates to gain on sale of quoted investment.
2. Income tax per aggregation of
financial statements of
proforma group
Adjustments:
Under (Over) provision of
297 875 935 1,440 1,500
income tax 58 – (470) (65) –
Deferred income tax 759 27 (64) 28 13
Share of taxation of associate – (1) (8) (23) –
Income tax per proforma
statement of group results 1,114 901 393 1,380 1,513
3. During the financial year ended 31 March 2000, the Group disposed off its equity interest
in the associates. As a result, the operating profit after tax per proforma statement of
group results has excluded the extraordinary gain on disposal of the associates of
$1,125,000. The Group’s share of results and income tax of its associates had been dealt
with in its respective years.
94

F. PROFORMA STATEMENT OF NET ASSETS
The Proforma Statement of Net Assets of the Group and the Company as at 31 March 2000 is
set out below:
Group Company
Notes $’000 $’000
ASSETS
Current assets:
Cash and bank balances 1,886 –
Trade receivables 2 8,621 –
Other receivables and prepaid expenses 3 772 –
Inventories, at cost 1,251 –
Total current assets 12,530 –
Property, plant and equipment 4 20,061 –
Investment in subsidiaries 5 – 14,730
Other investments 6 499 –
95
20,560 14,730
Total 33,090 14,730
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Bank overdrafts 7 877 –
Construction work-in-progress 8 2,209 –
Trade payables 9 11,720 –
Other payables 10 230 3
Income tax payable
Current portion of obligations under
2,491 –
hire purchase contracts 11 336 –
Total current liabilities 17,863 3
Non-current liabilities:
Deferred income tax 12 232 –
Obligations under hire purchase contracts 11 268 –
Total non-current liabilities 500 –
Capital and reserves:
Share capital 13 14,730 14,730
Accumulated losses 14 (3) (3)
Total shareholders’ equity 14,727 14,727
Total 33,090 14,730

G. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies which have been adopted in arriving at the financial information set out
in this report are as follows:
BASIS OF ACCOUNTING – The financial statements are prepared in accordance with the
historical cost convention. They are properly drawn up in accordance with the provisions of the
Singapore Companies Act and Singapore Statements of Accounting Standard.
BASIS OF CONSOLIDATION – The Proforma Statement of Group Results and Proforma Balance
Sheets incorporate the financial statements of the Group’s subsidiaries made up to the respective
year/period ends and have been prepared on the assumption that the current Group structure
has been in existence throughout the period under review.
All significant intercompany transactions and balances within the Group are eliminated on
consolidation.
INVESTMENTS – Investments in quoted shares and unquoted shares are stated at cost less
provision for impairment in value which in other than temporary.
OTHER INVESTMENTS – Investments in Country Club membership and land are stated at
cost less provision for any impairment in value which is other than temporary.
INVESTMENT IN SUBSIDIARIES – Investment in subsidiaries is stated at cost less provision
for any impairment in value of investment which is other than temporary.
INVENTORIES – Inventories comprise raw material are measured at the lower of cost (first-infirst
out method) and net realisable value.
FOREIGN CURRENCY TRANSACTIONS – Transactions in foreign currencies are recorded in
Singapore dollars at the rates ruling at the dates of transactions. At each balance sheet date,
recorded monetary balances and balances carried at fair value that are denominated in foreign
currencies are reported at the rates ruling at the balance sheet date. All realised and unrealised
exchange adjustment gains and losses are dealt with in the profit and loss statement.
ASSETS UNDER FINANCE LEASES – A finance lease is recognised as an asset and as
liability in the balance sheet at amounts equal at the inception of the lease to the fair value of
the leased asset or, if lower, at the present value of the lease payments based on the interest
rate implicit in the lease. The excess of the lease payments over the recorded lease obligations
are treated as finance charges which are allocated to each lease term so as to produce a
constant rate of charge on the remaining balance of the obligations. The assets are depreciated
as owned depreciable assets.
INCOME TAX – Tax expense is determined on the basis of tax effect accounting, using the
liability method, and it is applied to all significant timing differences.
DEPRECIATION – Depreciation is provided on gross carrying amounts in equal annual
instalments over the estimated lives of the assets. The annual rates of depreciation are as
follows:
Leasehold building and properties – 1% to 4%
Portable toilets – 20%
Plant and machinery – 10%
Office equipment – 10% to 20%
Motor vehicles – 20%
Fully depreciated assets still in use are retained in the financial statements.
96

G. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
REVENUE RECOGNITION ON CONTRACTS – Revenue on construction contracts is recognised
by the percentage completed method. Revenue from sale of goods is recognised when significant
risks and rewards of ownership are transferred to the buyer and the amount of revenue and
the costs of the transaction can be measured reliably. Revenue from rendering of services that
are of short duration is recognised when the services are completed.
CONSTRUCTION WORK-IN-PROGRESS – Construction work-in-progress is stated at cost less
provision for foreseeable losses to completion. Costs include costs that relate directly to the
contract, costs that are attributable to the contract activities in general and costs that are
specifically chargeable to the customer. Progress payments received and receivable are deducted
against construction work-in-progress.
H. NOTES TO PROFORMA STATEMENT OF GROUP NET ASSETS AS AT 31 MARCH 2000
1. General
The Company is incorporated in the Republic of Singapore. The principal activity of the
Company is that of investment holding.
2. Trade Receivables
97
Group Company
$’000 $’000
Outside parties 8,607 –
Related parties 14 –
Total 8,621 –
3. Other Receivables and Prepaid Expenses
Group Company
$’000 $’000
Loan receivables 438 –
Directors 206 –
Deposits 98 –
Prepayments 24 –
Others 5 –
Related parties 1 –
Total 772 –
The amounts due from directors, related parties and loan receivables are unsecured, interestfree
and has no fixed repayment terms.

H. NOTES TO PROFORMA STATEMENT OF GROUP NET ASSETS AS AT 31 MARCH 2000 (cont’d)
4. Property, Plant and Equipment
Leasehold
building and Portable Plant and Office Motor
properties toilets machinery equipment vehicles Total
$’000 $’000 $’000 $’000 $’000 $’000
Group
Cost:
At beginning of
year 22,510 757 2,273 605 1,158 27,303
Additions 62 143 56 76 1,335 1,672
Disposals (3,024) (5) (60) – (317) (3,406)
At end of year 19,548 895 2,269 681 2,176 25,569
Accumulated
depreciation:
At beginning of year
Depreciation for the
1,846 314 866 352 872 4,250
year 727 187 256 101 372 1,643
Disposals (62) (3) (6) – (314) (385)
At end of year 2,511 498 1,116 453 930 5,508
Net book value:
At beginning of year 20,664 443 1,407 253 286 23,053
At end of year 17,037 397 1,153 228 1,246 20,061
Certain items with net book value of $1,532,000 are under hire purchase.
Depreciation for the year included herein are depreciation expense amounting to $70,690
which have been alloted to the contract work-in-progress (Note 8).
98

H. NOTES TO PROFORMA STATEMENT OF GROUP NET ASSETS AS AT 31 MARCH 2000 (cont’d)
5. Investment in Subsidiaries
99
Company
$’000
Unquoted equity shares, at cost 14,730
Details of the subsidiaries are as follows:
Effective
Place and Equity
Name of Date of Interest held Principal Cost of
Company Incorporation by the Group Activities Investment
% $’000
King Wan Singapore 100 Mechanical and 14,425
Construction 1 October 1977 electrical contractors,
Pte Ltd property developer
and dealers in
sanitary wares
K&W Mobile Singapore 100 Owners, rentiers 305
Loo Services 12 November 1994 and operators of
Pte Ltd mobile lavatories
and other facilities
6. Other Investment
14,730
Group Company
$’000 $’000
Quoted equity shares – at cost
Market value : $1,443,444
1,635 –
Less: Provision for impairment in value (1,136) –
7. Bank Overdrafts
499 –
The bank overdrafts are secured by the legal mortgage of the company’s leasehold
properties at Sungei Kadut Loop and Jurong Port Road and the joint and several guarantees
for $24,250,000 by all the directors of the company.
The rate of interest ranges from 6% to 6.75% per annum.
8. Construction Work-In-Progress
Group Company
$’000 $’000
Construction cost incurred to date 25,075 –
Less: Progress billings received and receivable (27,284) –
(2,209) –

H. NOTES TO PROFORMA STATEMENT OF GROUP NET ASSETS AS AT 31 MARCH 2000 (cont’d)
9. Trade Payables
100
Group Company
$’000 $’000
Outside parties 11,490 –
Related party 230 –
Total 11,720 –
10. Other Payables
Group Company
$’000 $’000
Directors 113 3
Outside parties 117 –
Total 230 3
11. Obligations under Finance Lease
Group Company
$’000 $’000
Minimum lease payments payable:
Within 1 year 391 –
Within 2 to 5 years 290 –
681 –
Finance charges allocated to future periods (77) –
Total 604 –
Current portion (336) –
Non-current portion 268 –
The rate of interest for finance leases ranges from 3.56% to 4% per annum.
12. Deferred Income Tax
This represents the tax effect of excess capital allowances over depreciation.

H. NOTES TO PROFORMA STATEMENT OF GROUP NET ASSETS AS AT 31 MARCH 2000 (cont’d)
13. Share Capital
$’000
Authorised
100,000 ordinary shares of $1.00 each on incorporation 100
Increase in authorised share capital by the creation of an additional
49,900,000 ordinary shares of $1.00 each 49,900
101
50,000
Subdivision of 50,000,000 ordinary shares of $1.00 each into
500,000,000 ordinary shares of $0.10 each 50,000
Issued and paid-up
2 ordinary shares of $1.00 each issued on incorporation –
14,730,185 ordinary shares of $1.00 each issued in accordance
with the Restructuring Exercise set out on the section title
“Our Restructuring Exercise Prior to IPO” of the Prospectus 14,730
Subdivision of 14,730,187 ordinary shares of $1.00 each into
147,301,870 ordinary shares of $0.10 each 14,730
147,301,870 ordinary shares of $0.10 each issued 14,730
14. Contingent Liabilities
Group Company
$’000 $’000
Guarantees (Secured) 2,065 –
15. Operating Lease Commitments
At the balance sheet date the commitments in respect of operating leases with a term of
more than one year were as follows:
Group Company
$’000 $’000
Within 1 year 304 –
Within 2 to 5 years 1,217 –
After 5 years 5,269 –
16. Capital Expenditure Commitments
Group Company
$’000 $’000
Estimated amounts committed for future capital expenditure
but not provided for in the financial statements 111 –

I. NET TANGIBLE ASSETS BACKING
The net tangible assets backing of the Group for each ordinary share of $0.10 is based on the
net tangible assets of the Group as at 31 March 2000 and after taking into the account the
following:
NET TANGIBLE ASSETS $’000
Net tangible assets as at 31 March 2000
Proceeds from the issue of Shares at $0.20 per share which is the subject
14,727
of this Invitation 6,000
Less: Estimated issue expenses 900
Adjusted net tangible assets 19,827
ISSUED SHARE CAPITAL
102
Number of
Shares
Issued and fully paid ordinary shares of $1.00 each as at 31 March 2000 2
New shares issued pursuant to the restructuring exercise
Sub-division of 14,730,187 ordinary shares of $1.00 each into
14,730,185
147,301,870 ordinary Shares of $0.10 each pursuant to the Stock Split 147,301,870
Pre-Invitation share capital 147,301,870
New Shares which are subject of the Invitation 30,000,000
Post-Invitation share capital 177,301,870
NET TANGIBLE ASSETS BACKING PER ISSUED AND FULLY PAID
SHARE OF $0.10 EACH
Pre-flotation 10.0 cents
Post-flotation 11.2 cents
J. DIVIDENDS
The Company has not paid or proposed any dividend since incorporation.
No dividends were paid or proposed by any of the subsidiaries in the Proforma Group for the
five preceding financial years except that King Wan Construction has declared a final dividend
of 50 cents per ordinary share less tax on the ordinary shares of the company totalling $370,000
in respect of the financial year ended 31 March 1997 and an interim dividend of $3.60 per
ordinary share less tax on the ordinary shares of the company totalling $3,996,000 was paid in
respect of the financial year ended 31 March 2000.

K. AUDITED FINANCIAL STATEMENTS
No audited financial statements of the Company have been prepared for any period subsequent
to 31 March 2000.
Yours faithfully
Deloitte & Touche
Certified Public Accountants
Singapore
103

LETTER FROM THE AUDITORS AND REPORTING ACCOUNTANTS
ON THE LIMITED REVIEW OF THE UNAUDITED CONSOLIDATED
BALANCE SHEET AS AT 30 SEPTEMBER 2000 AND
UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE 6 MONTHS ENDED 30 SEPTEMBER 2000
The Board of Directors
King Wan Corporation Limited
8 Sungei Kadut Loop
Singapore 729455
Dear Sirs
This letter has been prepared for inclusion in the Prospectus (the “Prospectus”) of King Wan
Corporation Limited (the “Company”) dated November 25, 2000 in connection with the Invitation in
respect of 30,000,000 new ordinary shares of $0.10 each in the capital of the Company, comprising
2,500,000 Offer Shares at $0.20 for each Offer Share by way of public offer; 7,500,000 Reserved
Shares of $0.20 per share by way of offer to employees, directors, business associates and those
who have contributed to the success of the Group; and 20,000,000 Placement Shares at $0.20 for
each Placement Share by way of placement.
We have reviewed the unaudited consolidated balance sheet and profit and loss account of the
Company and its subsidiaries (“Group”) for the 6 months ended September 30, 2000. All information
included in the unaudited consolidated profit and loss statement and the balance sheet are the
responsibility of the company’s directors. Our responsibility is to issue a report on these unaudited
financial statements based on our review.
We conducted our review in accordance with the Singapore Standard on Auditing applicable to
review engagements. This Standard requires that we plan and perform the review to obtain moderate
assurance as to whether the unaudited financial statements are free of material misstatement. A
review is limited primarily to inquiries of company personnel and analytical procedures applied to
financial data and thus provides less assurance than an audit. We have not performed an audit and,
accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the unaudited
financial statements are not presented fairly, in all material respects, in accordance with Singapore
Statements of Accounting Standard.
Deloitte & Touche
Certified Public Accountants
Singapore
November 25, 2000
104

UNAUDITED CONSOLIDATED BALANCE SHEET AS AT 30 SEPTEMBER 2000
AND UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE 6 MONTHS ENDED 30 SEPTEMBER 2000
King Wan Corporation Limited and its subsidiaries
Our Directors confirm that the unaudited consolidated profit and loss account of the Proforma Group
for the six months ended 30 September 2000 and the unaudited consolidated balance sheet of the
Proforma Group as at 30 September 2000 set out below has been prepared on the basis of accounting
policies consistent with those set out in the Accountants’ Report, set out on pages 89 to 103 of this
Prospectus.
Unaudited Consolidated Profit and Loss of the Proforma Group
105
1 April 2000
to
30 September 2000
($’000)
Turnover 44,918
Operating profit before depreciation, interest and taxation 3,676
Other income/(expenses) 439
Depreciation (816)
Net Interest Income/(expenses) (24)
Profit before tax and extraordinary items 3,275
Taxation (993)
Profit after taxation but before minority interests and extraordinary items (4) 2,282
Minority interests –
Extraordinary items –
Profit attributable to shareholders of the Company 2,282

Unaudited Consolidated Balance Sheet of the Proforma Group
106
As at
30 September 2000
($’000)
Property, plant and equipment 19,713
Investments 499
Current assets
Cash and bank balances 1,830
Trade receivables 6,869
Staff loans receivable 16
Other receivables and prepaid expenses 208
Construction work-in-progress 3,161
Inventories, at cost 1,496
Total current assets 13,580
Current liabilities
Bank overdrafts (228)
Trade payables (11,571)
Other payables (985)
Income tax payable (3,213)
Current portion of obligations under hire purchase contracts (241)
Total current liabilities (16,238)
Net current liabilities (2,658)
Non-current liabilities (545)
Net assets 17,009
Shareholders’ funds
Issued share capital 14,730
Retained reserves 2,279
Shareholders’ funds 17,009

GENERAL AND STATUTORY INFORMATION
INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS
1. The names, ages, addresses, current occupations and working experience of our Directors and
our Executive Officers are set out on pages 61 to 65 of this Prospectus.
2. The list of directorships of each of our Directors, as at the date of this Prospectus and over the
five years proceding the date of this Prospectus, is set out below:-
Name Present Directorships Past Directorships
Chua Kim Hua Group companies Group companies
King Wan Construction Pte Ltd Nil
K&W Mobile Loo Services Pte Ltd
Other companies Other companies
Chua Kim Hua Investments Pte Ltd Bandar Construction Co Pte Ltd
Hai Xin Investment Pte Ltd Eco Industrial Environmental
Kunshan Kinghwa Hardware Engineering Pte Ltd
& Machinery Co Ltd King’s Sin Hang Trading Pte Ltd
Mandarin Plastics (Hainan) Ltd King Wan Trading Pte Ltd
Pacific Wealth Sdn Bhd Market Holdings Pte Ltd
Rimplas Industries Sdn Bhd Market Investments Pte Ltd
Rong Hua Industrial Development Plus Link Industries Pte Ltd
(Hainan) Ltd Prince Development Pte Ltd
SP United Industry Sdn Bhd Sinocity Enterprises Pte Ltd
Self-Cote (Kunshun) Pte Ltd
Self-Cote Paint (S) Pte Ltd
Sin Chew Huat Pte Ltd
Union Square Sdn Bhd
Vicplas International Ltd
Vicplas Industries (M) Sdn Bhd
Vicplas Marketing (M) Sdn Bhd
Chua Hai Kuey Group companies Group companies
King Wan Construction Pte Ltd Nil
K&W Mobile Loo Services Pte Ltd
Other companies Other companies
King Wan Trading Pte Ltd Bandar Construction Co Pte Ltd
Chua Kim Hua Investment Pte Ltd Kenly Plumbing Pte Ltd
Eng Sing Heng Pte Ltd M Concept Pte Ltd
(under voluntary liquidation) Pre-Con Marketing Pte Ltd
Self-Cote (Kunshun) Pte Ltd Sterling Management Pte Ltd
Self-Cote Paint (S) Pte Ltd
Sin Chew Huat Pte Ltd
Ng Eng Kiong Group companies Group companies
Nil Nil
Other companies Other companies
New Age International Pte Ltd New Age Technologies Pte Ltd
Squire Mech Pte Ltd
Squire Mech Sdn Bhd
107

Name Present Directorships Past Directorships
Chua Eng Eng Group companies Group companies
King Wan Construction Pte Ltd Nil
K&W Mobile Loo Services Pte Ltd
Other companies Other companies
King Wan Trading Pte Ltd Self-Cote Paint (S) Pte Ltd
Pacific Wealth Sdn Bhd
Self-Cote (Kunshun) Pte Ltd
Sin Chew Huat Pte Ltd
Goh Chee Wee Group Companies Group Companies
Nil Nil
Other Companies Other Companies
Barcelona Motors Pte Ltd Comfort Motors Limited
Boon Lay Executive Condominiums (Registered in Myanmar)
Pte Ltd
Chip Eng Seng Corporation Ltd
Comfort Automotive Services Pte Ltd
Comfort Courier Services Pte Ltd
Comfort (China) Pte Ltd
Comfort Diesel Pte Ltd
Comfort Driving Centre Pte Ltd
Comfort Group Investments Pte Ltd
Comfort Group Ltd
Comfort Myanmar Pte Ltd
Comfort Nominees Pte Ltd
Comfort Properties Pte Ltd
Comfort Transportation Pte Ltd
ComTrucks Pte Ltd
Eurocom Motors Pte Ltd
General Automotive Services Pte Ltd
German Automobiles Pte Ltd
NCH (Tampines) Pte Ltd
Perocom Motors Pte Ltd
Sinamex Car Rental & Leasing
Pte Ltd
Singapore Institute Of Labour
Studies Limited
SLF International Pte Ltd
ST Mobile Data Pte Ltd
Stamford Tyres Corporation Limited
Suzhou Comfort Taxi Co Ltd
(Registered in The People’s
Republic of China)
Tye Soon Limited
VICOM Assessment Centre Pte Ltd
VICOM Ltd
VICOM Nominee Investment Pte Ltd
Xiamen Comfort Taxi Co Ltd
(Registered in The People’s
Republic of China)
Yellow-Top Cab Pte Ltd
Zhengzhou Comfort Tour Bus Co Ltd
(Registered in The People’s
Republic of China)
108

Name Present Directorships Past Directorships
Foo Kok Swee Group Companies Group Companies
@ Pu Kok Swi Nil Nil
Other Companies Other Companies
Europe Asia Finance Holdings BV Ayudhya International Factors
(incorporated in Amsterdam) Co Ltd
Horizon.Com Ltd (Incorporated in Thailand)
NTUC Income Insurance BEPPEB Capital Pte Ltd
Co-operative Ltd CIF (Singapore ) Pte Ltd
Sunlight Group Holdings Ltd China Walden Management Ltd
(Incorporated in the Cayman
Islands)
Colonial International Factors
Pty Ltd
(Incorporated in Australia)
DBS Land Ltd
ECICS Credit Insurance Ltd
ECICS Holdings Ltd
ECICS Infotech Pte Ltd
ECICS Investments Pte Ltd
ECICS Management Pte Ltd
ECICS Property Ltd
ECICS Ventures Pte Ltd
ECICS Ventures 2 Ltd
EPL-Cornwall Pte Ltd
IFS Management Services
Pte Ltd
International Factors (Singapore)
Ltd
International Factors Leasing
Pte Ltd
Mercator Finance Corporation
(Incorporated in Philippines)
New Venture Pte Ltd
Niaga Factoring Corporation
(Incorporated in Indonesia)
OCWS Logistics Pte Ltd
PB International Factors Sdn Bhd
(Incorporated in Malaysia)
Parkstone Real Estate Pte Ltd
PrimeEast Capital Asia Pte Ltd
PrimeEast Capital (HK) Ltd
(Incorporated in Hong Kong)
PrimeEast Securities (HK) Ltd
(Incorporated in Hong Kong)
TDB Holdings Pte Ltd
Trident Districentre Pte Ltd
UCPB Factors & Finance
Corporation
(Incorporated in Philippines)
Vena Leasing Co Ltd
(Incorporated in Vietnam)
109

3. The list of directorships of each of our Executive Officers, as at the date of this Prospectus and
over the five years preceding the date of this Prospectus, is set out below:-
Name Present Directorships Past Directorships
Chua Kon Seng Group companies Group companies
King Wan Construction Pte Ltd Nil
K&W Mobile Loo Services Pte Ltd
Other companies Other companies
King Wan Trading Pte Ltd Bandar Construction Co Pte Ltd
Sin Chew Huat Pte Ltd
Chua Yan Peng Group companies Group companies
King Wan Construction Pte Ltd Nil
K&W Mobile Loo Services Pte Ltd
Other companies Other companies
King Wan Trading Pte Ltd Self-Cote Paint (S) Pte Ltd
Sin Chew Huat Pte Ltd
Chew Chee Yuen Nil Nil
Siow Nget Yuen Group companies Nil
King Wan Construction Pte Ltd
Other companies
Amerflex Rubber Technology
Pte Ltd
Siow Nyeok Nil Group companies
Khoon Nil
Toh Siaw Hui Group companies Nil
Nil
Other companies
New Life Baptist Church Ltd
Chan Tuck Weng Nil Nil
110
Other companies
Amerflex Rubber Technology
Pte Ltd
Chua Ling Kang Nil Group companies
Nil
Neo Wee Chiat Nil Nil
Other companies
Sea View Marketing Pte Ltd

4. No Director or Executive Officer or controlling shareholder is or was involved in any of the
following events:-
(i) a petition in the last ten years under any bankruptcy laws filed in any jurisdiction against
him or any partnership in which he was a partner or any corporation of which he was a
director or an executive officer;
(ii) unsatisfied judgements outstanding against him;
(iii) a conviction of any offence, in Singapore or elsewhere, involving fraud or dishonesty
punishable with imprisonment for three months or more, or charged for violation of any
securities laws or any such pending criminal proceeding against him;
(iv) a conviction of any offence, in Singapore or elsewhere, involving a breach of any securities
or financial market laws, rules or regulations;
(v) the subject of judgement in any civil proceeding in Singapore or elsewhere in the last ten
years involving fraud, misrepresentation or dishonesty or any such pending civil proceeding
against him;
(vi) a conviction in Singapore or elsewhere of any offence in connection with the formation or
management of any corporation;
(vii) disqualification from acting as a director of any company, or from taking part in any way
directly or indirectly in the management of any company;
(viii) the subject of any order, judgement or ruling of any court of competent jurisdiction, tribunal
or governmental body permanently or temporarily enjoining him from engaging in any type
of business practice or activity; and
(ix) the management or conduct of affairs of any company or partnership which has been
investigated by an inspector appointed under the provisions of the Companies Act, or
other securities enactment or by any other regulatory body in connection with any matter
involving the company or partnership occurring or arising during the period when he was
so concerned with the company or partnership.
5. The aggregate emoluments (including employers’ CPF contributions thereon) paid to the then
existing Directors for services rendered in all capacities to the Company and its subsidiaries in
FY 2000 amounted to approximately $315,088. The aggregate emoluments payable to the present
Directors in FY 2001 under the arrangements in force at the date of this Prospectus is
approximately $930,945.
6. Save as disclosed on pages 69 and 70 of this Prospectus, there are no existing or proposed
service contracts between our Directors and our Company or its subsidiaries.
7. Save as disclosed below, our Directors and Executive Officers are unrelated by blood or marriage
to one another nor are they so related to any substantial shareholder of our Company:-
(i) Mr Chua Hai Kuey, an Executive Director, and Mr Chua Kon Seng, an Executive Officer
are siblings of Mr Chua Kim Hua, our Chairman and Managing Director.
(ii) Ms Chua Eng Eng, an Executive Director, is the daughter of Mr Chua Kim Hua, our Executive
Chairman and Managing Director. She is the niece of Mr Chua Hai Kuey, an Executive
Director, and Mr Chua Kon Seng, an Executive Officer.
(iii) Ms Chua Yan Peng, an Executive Officer, is the niece of Mr Chua Kim Hua, our Chairman
and Managing Director, Mr Chua Hai Kuey, an Executive Director and Mr Chua Kon Seng,
an Executive Officer. She is the cousin of Ms Chua Eng Eng, our Executive Director.
111

(iv) Mr Chua Ling Kang, an Executive Officer, is the nephew of Mr Chua Kim Hua, our Chairman
and Managing Director, Mr Chua Hai Kuey, an Executive Director and Mr Chua Kon Seng,
an Executive Officer. He is the brother of Ms Chua Yan Peng, an Executive Officer. Mr
Chua Ling Kang is also the cousin of Ms Chua Eng Eng, an Executive Director.
(v) Ms Siow Nget Yuen, our Executive Officer, is the sibling of Mr Siow Nyeok Khoon, one of
our Executive Officer.
8. No option to subscribe for shares in, or debentures of, our Company or its subsidiaries have
been granted to, or was exercised by, any Director or Executive Officer within the last financial
year.
9. Save as disclosed on pages 74 to 83 of this Prospectus, no Director is interested, directly or
indirectly, in the promotion of, or in any assets acquired or disposed of by, or leased to, our
Company or its subsidiaries within two years preceding the date of this Prospectus, or in any
proposal for such acquisition or disposal or lease as aforesaid.
10. Save as disclosed on pages 74 to 83 of this Prospectus, no Director has any material interest
in any existing contract or arrangement which is significant in relation to the business of our
Group taken as a whole.
11. Save as disclosed on page 86 of this Prospectus, no Director, substantial shareholder or
Executive Officer has any material interest, direct or indirect, in any business carrying on a
similar trade as our Company or its subsidiaries.
12. There is no shareholding qualification for Directors in the Articles of Association of the Company.
13. The interests of the Directors and substantial shareholders in the Shares as at the date of this
Prospectus and as recorded in the Register of Directors’ Shareholdings and the Register of
Substantial Shareholders maintained under the provisions of the Act are as follows:-
Number of Shares Number of Shares
registered in the in which the Directors
names of Directors and substantial
and substantial shareholders are deemed
shareholders % to have an interest %
Directors
Chua Kim Hua (1) 75,044,669 50.95 – –
Chua Hai Kuey (1) 22,247,676 15.11 – –
Ng Eng Kiong (2) 2,163,811 1.47 – –
Chua Eng Eng (1) 4,215,906 2.86 – –
Goh Chee Wee – – – –
Foo Kok Swee @ Pu Kok Swi – – – –
Other shareholders
Chua Kon Seng (1) 22,247,666 15.10 – –
Chua Yan Peng (1) 7,822,258 5.31 – –
Notes:-
(1) Messrs Chua Kim Hua, Chua Hai Kuey and Chua Kon Seng are siblings. Ms Chua Eng Eng is the daughter of
Mr Chua Kim Hua and the niece of Messrs Chua Hai Kuey and Chua Kon Seng. Ms Chua Yan Peng is the niece
of Messrs Chua Kim Hua, Chua Hai Kuey and Chua Kon Seng, and the cousin of Ms Chua Eng Eng.
(2) Mr Chua Kim Hua entered into a share transfer agreement dated 21 November 2000 with Mr Ng Eng Kiong, an
non-Executive Director, pursuant to which Mr Chua agreed to sell him 2,163,811 existing Shares, representing
1.47% of the pre-Invitation share capital of our Company, at $0.12 per Share, prior to the Invitation. These
Shares are subject to a moratorium described on page 74 of this Prospectus.
112

Save as disclosed above, and for part of the Reserved Shares to be offered to Mr Ng Eng
Kiong, Mr Goh Chee Wee and Mr Foo Kok Swee @ Pu Kok Swi, no Director has any interest
in the Shares, including the New Shares which are the subject of this Invitation.
14. No sum has been paid or has been agreed to be paid to any Director or to any firm in which
a Director is a partner in cash or in shares or otherwise by any person to induce him to
become a Director in connection with the promotion or formation of our Company.
SHARE CAPITAL
15. As at the date of this Prospectus, there is only one class of shares in the capital of our
Company. The rights and privileges attached to the Shares are stated in the Articles of
Association of our Company. There are no founder, management or deferred shares.
16. The Company was incorporated on 8 February 2000. As at the date of this Prospectus, the
Company has an authorised share capital of $50,000,000 divided into 500,000,000 Shares.
17. Upon completion of the Invitation, the issued and paid-up share capital of the company will be
$17,730,187 divided into 177,301,870 Shares.
18. Save as disclosed herein, there were no changes in the issued and paid-up share capital of
our Company or its subsidiaries within the two years preceding the date of this Prospectus.
Date of Number Par Issue Purpose of Resultant
Issue of shares value Price Issue/ Issued Share
issued ($) ($) Consideration Capital ($)
8 February 2000 2 1.00 At par Incorporation 2
6 November 2000 14,730,185 1.00 At par Issue of new ordinary
shares of $1.00 each
pursuant to the
Restructuring Exercise 14,730,187
6 November 2000 Sub-division of
14,730,187
ordinary shares
of $1.00
each into
147,301,870
Shares 0.10 – Stock Split 14,730,187
19. Save as disclosed above, no shares or debentures were issued or were agreed to be issued by
our Company or its subsidiaries as fully or partly paid up for cash or for a consideration other
than cash within the two years preceding the date of this Prospectus.
20. No person has, or is entitled to be given, an option to subscribe for shares in or debentures of
our Company or its subsidiaries.
113

MEMORANDUM AND ARTICLES OF ASSOCIATION
21. The following provisions in the Articles of Association of our Company relating to our objects
and purposes, Directors’ rights, preferences and restrictions attaching to Shares, variation of
rights of Shareholders, annual general meetings and extraordinary general meetings, rights of
non-resident or foreign Shareholders, delay, deferment or prevention of a change in control of
our Company are listed below.
Objects and Purposes
The key objects and purposes of our Company are to purchase, hold and acquire for investment
the shares of limited companies, whether public or private and to engage in any enterprises of
whatsoever nature, whether solely or jointly with any parties.
The complete listing of our objects and purposes can be found at pages 1 to 4 of our Company’s
memorandum of association.
Directors
The provisions in the Articles of Association of the Company relating to (a) a Director’s power
to vote on a proposal, arrangement or contract in which the Director is materially interested; (b)
the Director’s power, in the absence of an independent quorum, to vote compensation to
themselves or any members of their body; (c) borrowing powers exercisable by the Directors
and how such borrowing powers can be varied; (d) retirement or non-retirement of Directors
under an age limit requirement; and (e) number of shares, if any, required for Director’s
qualification, are as follows:-
Article 76
A Director shall not be required to hold any shares of the Company by way of qualification. A
Director who is not a member of the Company shall nevertheless be entitled to receive notice
of and to attend and speak at General Meetings.
Article 77
The ordinary remuneration of the Directors, which shall from time to time be determined by an
Ordinary Resolution of the Company, shall not be increased except pursuant to an Ordinary
Resolution passed at a General Meeting where notice of the proposed increase shall have
been given in the notice convening the General Meeting and shall (unless such resolution
otherwise provides) be divisible among the Directors as they may agree, or failing agreement,
equally, except that any Director who shall hold office for part only of the period in respect of
which such remuneration is payable shall be entitled only to rank in such division for a proportion
of remuneration related to the period during which he has held office. The ordinary remuneration
of an executive Director may not include a commission on or a percentage of turnover and the
ordinary remuneration of a non-executive Director shall be a fixed sum, and not by a commission
on or a percentage of profits or turnover.
Article 78
Any Director who holds any executive office, or who serves on any committee of the Directors,
or who otherwise performs services which in the opinion of the Directors are outside the scope
of the ordinary duties of a Director, may be paid such extra remuneration by way of salary,
commission or otherwise as the Directors may determine, other than by a commission on or
percentage of commission or turnover, Provided that such extra remuneration in case of an
executive Director shall not by way of commission on or a percentage of turnover and in the
case of a non-executive Director shall be by a fixed sum, and not by a commission on or a
percentage of profits or turnover.
114

Article 90
The Directors to retire by rotation shall include (so far as necessary to obtain the number
required) any Director who is due to retire at the meeting by reason of age or who wishes to
retire and not to offer himself for re-election. Any further Directors so to retire shall be those of
the other Directors subject to retirement by rotation who have been longest in office since their
last re-election or appointment and so that as between persons who became or were last
re-elected Directors on the same day, those to retire shall (unless they otherwise agree among
themselves) be determined by ballot. A retiring Director shall be eligible for re-election.
Article 91
The Company at the meeting at which a Director retires under any provision of these presents
may by Ordinary Resolution fill the office being vacated by electing thereto the retiring Director
or some other person eligible for appointment. In default, the retiring Director shall be deemed
to have been re-elected except in any of the following cases:-
(A) where at such meeting it is expressly resolved not to fill such office or a resolution for the
re-election of such Director is put to the meeting and lost; or
(B) where such Director has given notice in writing to the Company that he is unwilling to be
re-elected; or
(C) where the default is due to the moving of a resolution in contravention of the next following
Article; or
(D) where such Director has attained any retiring age applicable to him as Director.
The retirement shall not have effect until the conclusion of the meeting except where a resolution
is passed to elect some other person in the place of the retiring Director or a resolution for his
re-election is put to the meeting and lost and accordingly a retiring Director who is re-elected
or deemed to have been re-elected will continue in office without a break.
Article 100
A Director shall not vote in respect of any contract or arrangement or any other proposal
whatsoever in which he has any interest, directly or indirectly. A Director shall not be counted
in the quorum at a meeting in relation to any resolution on which he is debarred from voting.
Article 108
Subject as hereinafter provided and to the provisions of the Statutes, the Directors may exercise
all the powers of the Company to borrow money, to mortgage or charge its undertaking, property
and uncalled capital and to issue debentures and other securities, whether outright or as collateral
security for any debt, liability or obligation of the Company or of any third party.
115

Rights, preferences and restrictions attaching to Shares
The provisions in the Articles of Association of the Company relating to the rights, preferences
and restrictions attaching to each class of the shares, including: (a) dividend rights, including
the time limit after which dividend entitlement lapses and an indication of the party in whose
favor this entitlement operates; (b) voting rights, including whether Directors stand for reelection
at staggered intervals and the impact of that arrangement where cumulative voting is permitted
or required; (c) rights to share in our Company’s profits; (d) rights to share in any surplus in the
event of liquidation; (e) redemption provisions; (f) sinking fund provisions; (g) liability to further
capital calls by our Company, are as follows:-
Article 4(A)
Subject to these presents, no shares may be issued by the Directors without the prior approval
of the Company in General Meeting pursuant to Section 161 of the Act, but subject thereto and
the terms of such approval, and to Article 5, and to any special rights attached to any shares
for the time being issued, the Directors may allot (with or without conferring a right of renunciation)
or grant options over or otherwise dispose of the same to such persons on such terms and
conditions and for such consideration and at such time and whether or not subject to the
payment of any part of the amount thereof in cash or otherwise as the Directors may think fit,
and any shares may, subject to compliance with Sections 70 and 75 of the Act, be issued with
such preferential, deferred, qualified or special rights, privileges, conditions or restrictions, whether
as regards dividend, return of capital, participation in surplus, voting, conversion or otherwise,
as the Directors may think fit, and preference shares may be issued which are or at the option
of the Company are liable to be redeemed, the terms and manner of redemption being
determined by the Directors in accordance with the Act, Provided Always that:-
(a) no shares shall be issued to transfer a controlling interest in the Company without the
specific prior approval of the Company in General Meeting; and
(b) no shares shall be issued at a discount or options granted over unissued shares except in
accordance with the Act.
Article 18
The Directors may from time to time make calls upon the members in respect of any moneys
unpaid on their shares (whether on account of the nominal value of the shares or, when permitted,
by way of premium) but subject always to the terms of issue of such shares. A call shall be
deemed to have been made at the time when the resolution of the Directors authorising the
call was passed and may be made payable by instalments.
Article 19
Each member shall (subject to receiving at least fourteen days’ notice specifying the time or
times and place of payment) pay to the Company at the time or times and place so specified
the amount called on his shares. The joint holders of a share shall be jointly and severally
liable to pay all calls in respect thereof. A call may be revoked or postponed as the Directors
may determine.
Article 21
Any sum (whether on account of the nominal value of the share or by way of premium) which
by the terms of issue of a share becomes payable upon allotment or at any fixed date shall for
all the purposes of these presents be deemed to be a call duly made and payable on the date
on which by the terms of issue the same becomes payable. In the case of non-payment, all the
relevant provisions of these presents as to payment of interest and expenses, forfeiture or
otherwise shall apply as if such sum had become payable by virtue of a call duly made and
notified.
116

Article 23
The Directors may if they think fit receive from any member willing to advance the same all or
any part of the moneys (whether on account of the nominal value of the shares or by way of
premium) uncalled and unpaid upon the shares held by him and such payment in advance of
calls shall extinguish pro tanto the liability upon the shares in respect of which it is made and
upon the moneys so received (until and to the extent that the same would but for such advance
become payable) the Company may pay interest at such rate (not exceeding eight per cent. per
annum) as the member paying such sum and the Directors may agree. Capital paid on shares
in advance of calls shall not, whilst bearing interest, confer a right to participate in profits.
Article 63
Subject to any special rights or restrictions as to voting attached by or in accordance with
these presents to any class of shares, on a show of hands every member who is present in
person or by proxy shall have one vote, the chairman of the meeting to determine which proxy
shall be entitled to vote where a member is represented by two proxies, and on a poll every
member who is present in person or by proxy shall have one vote for every share of which he
is the holder. A member who is bankrupt shall not, while his bankruptcy continues, be entitled
to exercise his rights as a member, or attend, vote or act at any meeting of the Company.
Article 89
At each Annual General Meeting, one-third of the Directors for the time being (or, if their number
is not a multiple of three, the number nearest to but not less than one-third) shall retire from
office by rotation, Provided that no Director holding office as Managing Director shall be subject
to retirement by rotation or be taken into account in determining the number of Directors to
retire. For the avoidance of doubt, each Director (other than a Director holding office as Managing
Director) shall retire at least once every three years.
Article 90
The Directors to retire by rotation shall include (so far as necessary to obtain the number
required) any Director who is due to retire at the meeting by reason of age or who wishes to
retire and not to offer himself for re-election. Any further Directors so to retire shall be those of
the other Directors subject to retirement by rotation who have been longest in office since their
last re-election or appointment and so that as between persons who became or were last
re-elected Directors on the same day, those to retire shall (unless they otherwise agree among
themselves) be determined by ballot. A retiring Director shall be eligible for re-election.
Article 122
The Directors may from time to time set aside out of the profits of the Company and carry to
reserve such sums as they think proper which, at the discretion of the Directors, shall be
applicable for any purpose to which the profits of the Company may properly be applied and
pending such application may either be employed in the business of the Company or be invested.
The Directors may divide the reserve into such special funds as they think fit and may consolidate
into one fund any special funds or any parts of any special funds into which the reserve may
have been divided. The Directors may also, without placing the same to reserve, carry forward
any profits. In carrying sums to reserve and in applying the same, the Directors shall comply
with the provisions of the Statutes.
Article 124
If and so far as in the opinion of the Directors, the profits of the Company justify such payments,
the Directors may declare and pay the fixed dividends on any class of shares carrying a fixed
dividend expressed to be payable on fixed dates on the half-yearly or other dates prescribed
for the payment thereof and may also from time to time declare and pay interim dividends on
shares of any class of such amounts and on such dates and in respect of such periods as they
think fit.
117

Article 125
Unless and to the extent that the rights attached to any shares or the terms of issue thereof
otherwise provide, all dividends shall (as regards any shares not fully paid throughout the
period in respect of which the dividend is paid) be apportioned and paid pro rata according to
the amounts paid on the shares during any portion or portions of the period in respect of which
the dividend is paid. For the purposes of this Article, no amount paid on a share in advance of
calls shall be treated as paid on the share.
Article 126
No dividend shall be paid otherwise than out of profits available for distribution under the
provisions of the Statutes or, pursuant to Section 69 of the Act and in the form of stock dividends,
out of the share premium account. Any dividend unclaimed after six (6) years from the date of
declaration shall be made forfeit and revert to the Company.
Article 134
The Directors may, with the sanction of an Ordinary Resolution of the Company, capitalise any
sum standing to the credit of any of the Company’s reserve accounts as representing profits
available for distribution under the provisions of the Statutes or, pursuant to Sections 69 or 70
of the Act, the Company’s share premium account or capital redemption reserve, by appropriating
such sum to the persons registered as the holders of shares in the Register of Members or (as
the case may be) the Depository Register at the close of business on the date of the resolution
(or such other date as may be specified therein or determined as therein provided) in proportion
to their then holdings of shares and applying such sum on their behalf in paying up in full
unissued shares or (subject to any special rights previously conferred on any shares or class of
shares for the time being issued) unissued shares of any other class not being redeemable
shares, for allotment and distribution credited as fully paid up to and amongst them as bonus
shares in the proportion aforesaid. The Directors may do all acts and things considered necessary
or expedient to give effect to any such capitalisation, with full power to the Directors to make
such provisions as they think fit for any fractional entitlements which would arise on the basis
aforesaid (including provisions whereby fractional entitlements are disregarded or the benefit
thereof accrues to the Company rather than to the members concerned). The Directors may
authorise any person to enter on behalf of all the members interested into an agreement with
the Company providing for any such capitalisation and matters incidental thereto and any
agreement made under such authority shall be effective and binding on all concerned.
Article 146
If the Company shall be wound up (whether the liquidation is voluntary, under supervision, or
by the court) the Liquidator may, with the authority of a Special Resolution, divide among the
members in specie or in kind the whole or any part of the assets of the Company and whether
or not the assets shall consist of property of one kind or shall consist of properties of different
kinds, and may for such purpose set such value as he deems fair upon any one or more class
or classes of property and may determine how such division shall be carried out as between
the members of different classes of members. The Liquidator may, with the like authority, vest
any part of the assets in trustees upon such trusts for the benefit of members as the Liquidator
with the like authority shall think fit, and the liquidation of the Company may be closed and the
Company dissolved, but so that no contributory shall be compelled to accept any shares or
other property in respect of which there is a liability.
118

Variation of rights of Shareholders
The provision of our Articles of Association relating to the actions necessary to change the
rights of our Shareholders is as follows:-
Article 9
(A) Whenever the share capital of the Company is divided into different classes of shares, the
variation or abrogation of the special rights attached to any class may, subject to the
provisions of the Act, be made either with the consent in writing of the holders of
three-quarters in nominal value of the issued shares of the class or with the sanction of a
Special Resolution passed at a separate General Meeting of the holders of the shares of
the class (but not otherwise) and may be so made either whilst the Company is a going
concern or during or in contemplation of a winding-up. To every such separate General
Meeting all the provisions of these presents relating to General Meetings of the Company
and to the proceedings thereat shall mutatis mutandis apply, except that the necessary
quorum shall be two or more persons holding at least one-third in nominal value of the
issued shares of the class present in person or by proxy or attorney and that any holder of
shares of the class present in person or by proxy or attorney may demand a poll and that
every such holder shall on a poll have one vote for every share of the class held by him
where the class is a class of equity shares within the meaning of Section 64(1) of the Act
or at least one vote for every share of the class where the class is a class of preference
shares within the meaning of Section 180(2) of the Act, Provided Always that where the
necessary majority for such a Special Resolution is not obtained at such General Meeting,
the consent in writing, if obtained from the holders of three-quarters in nominal value of the
issued shares of the class concerned within two months of such General Meeting, shall be
as valid and effectual as a Special Resolution carried at such General Meeting.
(B) The provisions in Article 9(A) shall mutatis mutandis apply to any repayment of preference
capital (other than redeemable preference capital) and any variation or abrogation of the
rights attached to preference shares or any class thereof.
(C) The special rights attached to any class of shares having preferential rights shall not unless
otherwise expressly provided by the terms of issue thereof be deemed to be varied by the
creation or issue of further shares ranking as regards participation in the profits or assets
of the Company in some or all respects pari passu therewith but in no respect in priority
thereto.
Annual general meetings and extraordinary general meetings
The provisions of our Articles of Association relating to the manner in which annual general
meetings and extraordinary general meetings of our Shareholders are convoked, including the
conditions of admission are as follows:-
Article 42
A reference to a member shall be a reference to a registered holder of shares in the Company,
or where such registered holder is CDP, the Depositors on behalf of whom CDP holds the
shares, Provided that:-
(A) a Depositor shall only be entitled to attend any General Meeting and to speak and vote
thereat if his name appears on the Depository Register maintained by CDP forty-eight (48)
hours before the General Meeting as a Depositor on whose behalf CDP holds shares in
the Company, the Company being entitled to deem each such Depositor, or each proxy of
a Depositor who is to represent the entire balance standing to the Securities Account of
the Depositor, to represent such number of shares as is actually credited to the Securities
Account of the Depositor as at such time, according to the records of CDP as supplied by
CDP to the Company, and where a Depositor has apportioned the balance standing to his
Securities Account between two proxies, to apportion the said number of shares between
119

the two proxies in the same proportion as previously specified by the Depositor in appointing
the proxies; and accordingly no instrument appointing a proxy of a Depositor shall be
rendered invalid merely by reason of any discrepancy between the proportion of Depositor’s
shareholding specified in the instrument of proxy, or where the balance standing to a
Depositor’s Securities Account has been apportioned between two proxies the aggregate
of the proportions of the Depositor’s shareholding they are specified to represent, and the
true balance standing to the Securities Account of a Depositor as at the time of the General
Meeting, if the instrument is dealt with in such manner as is provided above;
(B) the payment by the Company to CDP of any dividend payable to a Depositor shall to the
extent of the payment discharge the Company from any further liability in respect of the
payment;
(C) the delivery by the Company to CDP of provisional allotments or share certificates in respect
of the aggregate entitlements of Depositors to new shares offered by way of rights issue or
other preferential offering or bonus issue shall to the extent of the delivery discharge the
Company from any further liability to each such Depositor in respect of his individual
entitlement; and
(D) the provisions in these presents relating to the transfers, transmissions or certification of
shares shall not apply to the transfer of book-entry securities (as defined in the Statutes).
Article 47
An Annual General Meeting shall be held once in every year, at such time (within a period of
not more than fifteen months after the holding of the last preceding Annual General Meeting)
and place as may be determined by the Directors. All other General Meetings shall be called
Extraordinary General Meetings.
Article 48
The Directors may whenever they think fit, and shall on requisition in accordance with the
Statutes, proceed with proper expedition to convene an Extraordinary General Meeting.
Article 49
Any Extraordinary General Meeting at which it is proposed to pass a Special Resolution or
(save as provided by the Statutes) a resolution of which special notice has been given to the
Company, shall be called by twenty-one days’ notice in writing at the least and an Annual
General Meeting or any other Extraordinary General Meeting, by fourteen days’ notice in writing
at the least. The period of notice shall in each case be exclusive of the day on which it is
served or deemed to be served and of the day on which the meeting is to be held and shall be
given in manner hereinafter mentioned to all members other than such as are not under the
provisions of these presents entitled to receive such notices from the Company, Provided that
a General Meeting notwithstanding that it has been called by a shorter notice than that specified
above shall be deemed to have been duly called if it is so agreed:-
(A) in the case of an Annual General Meeting by all the members entitled to attend and vote
thereat; and
(B) in the case of an Extraordinary General Meeting by a majority in number of the members
having a right to attend and vote thereat, being a majority together holding not less than
95 per cent. in nominal value of the shares giving that right;
Provided also that the accidental omission to give notice to or the non-receipt of notice by any
person entitled thereto shall not invalidate the proceedings at any General Meeting. At least
fourteen days’ notice of any General Meeting shall be given by advertisement in the daily press
and in writing to any stock exchange upon which the shares in the Company may be listed.
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Article 50
(A) Every notice calling a General Meeting shall specify the place and the day and hour of the
meeting, and there shall appear with reasonable prominence in every such notice a statement
that a member entitled to attend and vote is entitled to appoint a proxy to attend and vote
instead of him and that a proxy need not be a member of the Company.
(B) In the case of an Annual General Meeting, the notice shall also specify the meeting as
such.
(C) In the case of any General Meeting at which business other than routine business (“special
business”) is to be transacted, the notice shall specify the general nature of such business,
and if any resolution is to be proposed as a Special Resolution, the notice shall contain a
statement to that effect.
Rights of non-resident or foreign Shareholders
The provisions of our Articles of Association relating to the rights to own Shares, including the
rights of non-resident or foreign Shareholders to hold or exercise voting rights on their Shares,
are as follows:-
Article 5
(A) Subject to any direction to the contrary that may be given by the Company in General
Meeting and as permitted by the rules of the Designated Stock Exchange, all new shares
shall before issue be offered to such persons who as at the date (as determined by the
Directors) of the offer are entitled to receive notices from the Company of General Meetings
in proportion, as nearly as the circumstances admit, to the amount of the existing shares
to which they are entitled. The offer shall be made by notice specifying the number of
shares offered, and limiting a time within which the offer, if not accepted, will be deemed to
be declined, and, after the expiration of that time, or on the receipt of an intimation from
the person to whom the offer is made that he declines to accept the shares offered, the
Directors may dispose of those shares in such manner as they think most beneficial to the
Company. The Directors may likewise so dispose of any new shares which (by reason of
the ratio which the new shares bear to shares held by persons entitled to an offer of new
shares) cannot, in the opinion of the Directors, be conveniently offered under this Article
5(A).
(B) The Company may, notwithstanding Article 5(A) above, authorise the Directors not to offer
new shares to members to whom by reason of foreign securities laws, such offers may not
be made without registration of the shares or a prospectus or other document, but to sell
the entitlements to the new shares on behalf of such members on such terms and conditions
as the Company may direct.
Article 35
(A) There shall be no restriction on the transfer of fully paid up shares (except where required
by law or by the rules, bye-laws or listing rules of any stock exchange on which the shares
in the Company may be listed) but the Directors may in their discretion decline to register
any transfer of shares upon which the Company has a lien, and in the case of shares not
fully paid up, may refuse to register a transfer to a transferee of whom they do not approve,
Provided Always that in the event of the Directors refusing to register a transfer of shares,
the Company shall within ten market days after the date on which the application for a
transfer of shares was made, serve a notice in writing to the applicant stating the facts
which are considered to justify the refusal as required by the Statutes.
121

(B) The Directors may decline to register any instrument of transfer unless:-
(a) such fee not exceeding S$2.00 as the Directors may from time to time require is paid
to the Company in respect thereof;
(b) the instrument of transfer, duly stamped in accordance with any law for the time being
in force relating to stamp duty, is deposited at the Office or at such other place (if any)
as the Directors may appoint accompanied by the certificates of the shares to which it
relates, and such other evidence as the Directors may reasonably require to show the
right of the transferor to make the transfer and, if the instrument of transfer is executed
by some other person on his behalf, the authority of the person so to do; and
(c) the instrument of transfer is in respect of only one class of shares.
Article 43
Except as required by the Statutes or law, no person shall be recognised by the Company as
holding any share upon any trust, and the Company shall not be bound by or compelled in any
way to recognise (even when having notice thereof) any equitable, contingent, future or partial
interest in any share, or any interest in any fractional part of a share, or (except only as by
these presents or by the Statutes or law otherwise provided) any other right in respect of any
share, except an absolute right to the entirety thereof in the registered holder and nothing in
these presents contained relating to CDP or to Depositors or in any depository agreement
made by the Company with any common depository for shares shall in any circumstances be
deemed to limit, restrict or qualify the above.
Delay, deferment or prevention of a change in control of our Company
The provision of our Articles of Association having an effect of delaying, deferring or preventing
a change in control of our Company and that would operate only with respect to a merger,
acquisition or corporate restructuring involving our Company is as follows:-
Article 4(A)
Subject to these presents, no shares may be issued by the Directors without the prior approval
of the Company in General Meeting pursuant to Section 161 of the Act, but subject thereto and
the terms of such approval, and to Article 5, and to any special rights attached to any shares
for the time being issued, the Directors may allot (with or without conferring a right of renunciation)
or grant options over or otherwise dispose of the same to such persons on such terms and
conditions and for such consideration and at such time and whether or not subject to the
payment of any part of the amount thereof in cash or otherwise as the Directors may think fit,
and any shares may, subject to compliance with Sections 70 and 75 of the Act, be issued with
such preferential, deferred, qualified or special rights, privileges, conditions or restrictions, whether
as regards dividend, return of capital, participation in surplus, voting, conversion or otherwise,
as the Directors may think fit, and preference shares may be issued which are or at the option
of the Company are liable to be redeemed, the terms and manner of redemption being
determined by the Directors in accordance with the Act, Provided Always that:-
(a) no shares shall be issued to transfer a controlling interest in the Company without the
specific prior approval of the Company in General Meeting; and
(b) no shares shall be issued at a discount or options granted over unissued shares except in
accordance with the Act.
122

BANK BORROWINGS AND WORKING CAPITAL
22. Save as disclosed on pages 54 to 55 of this Prospectus and in the Accountants’ Report, our
Company and its subsidiaries had as at 30 September 2000, no other borrowings or indebtedness
in the nature of borrowings including bank overdrafts and liabilities under acceptances (other
than normal trading bills) or acceptances credits, mortgages, charges, hire purchase
commitments, guarantees or other contingent liabilities.
23. In the opinion of our Directors, there are no minimum amounts which must be raised by the
Invitation in order to provide for the following items:-
(a) the purchase price of any property purchased or to be purchased which is to be defrayed
in whole or in part out of the proceeds of the Invitation;
(b) any preliminary expenses payable by our Company and any commission so payable to any
person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to
procure subscriptions for, any shares in our Company;
(c) the repayment of any money borrowed by our Company in respect of any of the foregoing
matters; and
(d) working capital.
No amount in respect of the foregoing matters is to be provided otherwise than out of the
proceeds of the Invitation.
24. The Directors are of the opinion that, after taking into account the present banking facilities of
our Group, our Group has adequate working capital for its present requirements.
MATERIAL CONTRACTS
25. The dates of, parties to, and general nature of all material contracts, not being contracts entered
into in the ordinary course of business carried on or intended to be carried on by our Company
and its subsidiaries, within the two years preceding the date of this Prospectus are as follows:-
(a) A sale and purchase agreement dated 24 December 1999 made between KWC and each
of Chua Kim Hua and Chua Eng Eng, in relation to the sale by KWC of a 3-storey detached
dwelling house with swimming pool on HDB LPS2, Plot B64 MK13 at Pinewood Grove to
Chua Kim Hua and Chua Eng Eng, referred to under “Interested Person Transactions” at
page 81 of the Prospectus;
(b) A share transfer agreement dated 28 February 2000 pursuant to which KWC agreed to
transfer its interest in Kunshan Qinghua Hardware Co Ltd (incorporated in the People’s
Republic of China) to Seacom Technology Pte Ltd for $720,000;
(c) A lease agreement commencing on 15 June 1999 between KWC and Castilla Design Pte
Ltd whereby KWC agreed to lease part of the premises on the ground floor of the building
at 8 Sungei Kadut Loop containing a floor area of 1,440 sq. m for 3 years at a monthly
rental of $11,981.50;
(d) A lease agreement commencing on 1 January 2000 between KWC and The Tabernacle
(PCB) Products Pte Ltd whereby KWC agreed to lease part of the premises on the ground
floor of the building at 8 Sungei Kadut Loop containing a floor area of 217.63 sq m for 1
year at a monthly rental of S$3,550.74;
(e) A lease agreement commencing on 19 June 2000 between KWC and Promlink Pte Ltd
whereby KWC agreed to lease part of the premises on the ground floor of the building at
22 Jurong Port Road containing a floor area of 130 sq m for 2 years at a monthly rental of
S$7,300;
123

(f) A lease agreement commencing 1 January 2000 between KWC and King Wan Trading Pte
Ltd, referred to under “Interested Person Transactions” at page 74 of the Prospectus;
(g) A lease agreement commencing 1 April 2000 between KWC and King Wan Trading Pte
Ltd, referred to under “Interested Person Transactions” at page 74 of the Prospectus;
(h) A lease agreement commencing 1 November 1999 between KWC and Self-Cote Paint (S)
Pte Ltd, referred to under “Interested Person Transactions” at page 76 of the Prospectus;
(i) A lease agreement commencing 1 January 2000 between KWC and Vicplas Holding Pte
Ltd, referred to under “Interested Person Transactions” at page 78 of the Prospectus;
(j) A leasing agreement in relation to certain equipment commencing 1 August 1998 between
KWC and Vicplas, referred to under “Interested Person Transactions” at page 78 of the
Prospectus;
(k) A lease agreement commencing 24 May 1999 between KWC and Amerflex Rubber
Technology Pte Ltd, referred to under “Interested Person Transactions” at page 80 of the
Prospectus;
(l) A deed of undertaking dated 1 November 2000 made between the Company and the
shareholders of SCH as disclosed on page 86 of this Prospectus;
(m) A restructuring agreement dated 6 November 2000 relating to KWC made between the
Company and the shareholders of KWC prior to the Restructuring Exercise as disclosed
on page 13 of the Prospectus;
(n) A restructuring agreement dated 6 November 2000 relating to K&W made between the
Company and the shareholders of K&W prior to the Restructuring Exercise as disclosed on
page 13 of the Prospectus;
(o) The service agreement dated 1 November 2000 made between the Company and Chua
Kim Hua, referred to under “Service Agreements” at pages 69 and 70 of the Prospectus;
(p) The service agreement dated 1 November 2000 made between the Company and Chua
Hai Kuey, referred to under “Service Agreements” at pages 69 and 70 of the Prospectus;
(q) The service agreement dated 15 November 2000 made between the Company and Chua
Eng Eng, referred to under “Service Agreements” at pages 69 and 70 of the Prospectus;
(r) A letter dated 20 November 2000 from DBS Bank to our Company duly accepted by our
Company on 20 November 2000 pursuant to which DBS Bank was appointed as receiving
bank in relation to the Invitation.
(s) A depository agreement dated 22 November 2000 made between the Company and CDP
pursuant to which CDP agreed to act as share depository for the Company’s securities
traded through the SGX-ST;
(t) Management and Underwriting Agreement dated 25 November 2000 made between the
Company and DBS Bank referred to at paragraph 27 on pages 125 and 126 of this
Prospectus;
(u) Placement Agreement dated 25 November 2000 made between the Company and DBS
Bank referred to in paragraph 27 on pages 125 and 126 of this Prospectus;
124

LITIGATION
26. Saved as disclosed below, neither our Company nor any of its subsidiaries is engaged in any
legal or arbitration proceedings either as plaintiff or defendant in respect of any amounts or
claims which are material in the context of this Invitation. Our Directors are not aware of any
proceedings pending or threatened against our Company or any of its subsidiaries or any facts
likely to give rise to any proceedings which might have a material adverse effect the financial
position of our Company or its subsidiaries taken as a whole.
KWC had engaged a private company incorporated in Singapore (“the Contractor”) to construct
a 4-storey factory at 22 Jurong Port Road. On 20 March 2000, the project architect issued a
final certificate certifying that a sum of $199,406.70 was payable by KWC to the Contractor.
This amount was derived after setting off the sum of $342,350 which KWC paid to a third party
contractor engaged by KWC for rectification of the defective works of the Contractor. KWC
withheld payment to the Contractor after having being advised by one of its solicitors that KWC
has a valid set-off and counterclaim against the Contractor for PUB charges and loss of rental
income.
On 3 July 2000, the Contractor commenced legal proceedings against KWC to claim the sums
of $199,406.70 and $342,350, together with interest at 6% per annum and legal costs.
On 15 July 2000, KWC applied for a stay of the action in court and for the matter to be referred
to arbitration. On 25 July 2000, KWC made payment of the sum claimed of $199,406.70. However,
KWC made a counterclaim for an amount in excess of $500,000 against the Contractor for
PUB charges and damages caused by the defective works.
On 11 September 2000, a judgement was awarded by the Assistant Registrar of the High
Court against KWC for the sum $342,350. KWC successfully appealed to the High Court against
such decision. The High Court allowed KWC’s application for the entire proceedings to be
referred to arbitration. The High Court also ordered the Contractor to pay KWC its legal costs.
On 30 October 2000, the Contractor filed an appeal to the Court of Appeal. The parties are
waiting for the Court of Appeal to fix a date for the hearing of the appeal. KWC has thus far
acted on the advice of its legal counsel.
MANAGEMENT, UNDERWRITING AND PLACEMENT AGREEMENTS, AND BROKERAGE
27. (a) Pursuant to the management and underwriting agreement (the “Management and
Underwriting Agreement”) dated 25 November 2000, our Company appointed DBS Bank to
manage the Invitation and underwrite the Offer Shares. DBS Bank will receive a management
fee from our Company for its services rendered in connection with the Invitation.
(b) Pursuant to the Management and Underwriting Agreement, DBS Bank agreed to underwrite
the Offer Shares for a commission of 1.5% of the Issue Price for each Offer Share.
(c) Pursuant to the placement agreement (the “Placement Agreement”) dated 25 November
2000, DBS Bank agreed to subscribe or procure subscriptions for the Placement Shares
for a placement commission of 1.5% of the Issue Price for each Placement Share.
(d) Brokerage will be paid by our Company to members of the SGX-ST, merchant banks and
members of the Association of Banks in Singapore in respect of accepted applications
made on Application Forms bearing their respective stamps, or to Participating Banks in
respect of successful applications made through Electronic Applications at the ATMs of the
relevant Participating Banks, at the rate of 1.0% of the Issue Price for each Offer Share
and at the rate of 1.0% of the Issue Price for each Placement Share.
125

(e) The Management and Underwriting Agreement may be terminated by the Underwriter at
any time on or before the close of the Invitation upon the occurrence of certain events
including and adverse change or any development likely to lead to an adverse change or
crisis in national or international political, financial, monetary or economic conditions which
is likely to result in, inter alia, the conditions in the stock market in Singapore being materially
and adversely affected.
(f) The Placement Agreement is conditional upon the Management and Underwriting Agreement
not having been terminated or rescinded.
(g) In the event the Management and Underwriting Agreement is terminated, the Company
reserves the right to cancel the Invitation.
(h) DBS Bank will be entering into a co-placement agreement (“Co-Placement Agreement”)
with DMG & Partners Securities Pte Ltd (“DMG Securities”). Pursuant to the Co-Placement
Agreement, DMG Securities agreed to subscribe or procure subscriptions for 5,000,000
Placement Shares for a placement commission of 1% of the Issue Price for each Placement
Share.
Su E-Min & Co (Singapore) Pte (“Su E-Min & Co”), an investment holding company, has a
51% interest in DMG Securities. Mr Saw Ee Sim has a 9.9% interest in Su E-Min & Co
and is an executive director of DMG Securities and Su E-Min & Co. Mr Saw Ee Sim is the
father-in-law of Ms Chua Eng Eng, our Executive Director, who is the daughter of our
Chairman, Mr Chua Kim Hua.
Mr Su E-Min has a 50.1% interest in Su-E-Min & Co and is an executive director of DMG
Securities and Su E-Min & Co. He is the brother of Mr Saw Ee Sim and therefore the
uncle-in-law of Ms Chua Eng Eng.
Ms Su Ena is an executive director of DMG Securities. She is the niece of Mr Saw Ee Sim
and therefore the cousin-in-law of Ms Chua Eng Eng.
EXCHANGE CONTROLS
28. Our business and operations are not subject to any exchange controls.
MISCELLANEOUS
29. The nature of the business of our Group is stated on pages 28 to 41 of this Prospectus. At the
date of this Prospectus, the corporations listed below is by virtue of Section 6 of the Act
deemed to be related to our Company:-
Subsidiaries of our Company
K&W Mobile Loo Services Pte Ltd
King Wan Construction Pte Ltd
30. The time of opening of the Application List is set out on page 8 of this Prospectus.
31. The amount payable on application is $0.20 for each New Share. There has been no previous
offer for subscription by our Company of its Shares within the two years preceding the date of
this Prospectus.
126

32. Application moneys received by our Company in respect of successful applications (including
successful balloted applications which are subsequently rejected) will be placed in a separate
non-interest bearing account with DBS Bank (the “Receiving Bank”). In the ordinary course of
business, the Receiving Bank will deploy these moneys in the interbank money market. Pursuant
to an agreement contained in a letter dated 20 November 2000, the Company and the Receiving
Bank have agreed that the Company will receive for its own account a 30% share of any net
revenue in excess of $50,000 earned by the Receiving Bank from the deployment of such
monies in the interbank money market. Any refund of all or part of the application moneys to
unsuccessful or partially successful applicants will be made without any interest or any share
of such revenue or any other benefits.
33. No property has been purchased or acquired or proposed to be purchased or acquired by our
Company or its subsidiaries which is to be paid for wholly or partly out of the proceeds of the
Invitation or the purchase or acquisition of which has not been completed at the date of the
issue of this Prospectus other than property the contract for the purchase or acquisition whereof
was entered into in the ordinary course of business of our Company or its subsidiaries, the
contract not being made in contemplation of the Invitation nor the Invitation in consequence of
the contract.
34. The estimated amount of the total issue expenses for the Invitation and of the application for
listing, including underwriting and placement commission, brokerage, management fee and all
other incidental expenses in relation to the Invitation which amount is payable by our Company
is as follows:-.
127
Estimated
$
Listing fee 5,000
Professional fees 595,000
Underwriting and placement commission and brokerage 150,000
Miscellaneous expenses 150,000
Total estimated expense in connection with the invitation 900,000
35. No amount of cash or securities or benefit has been paid or given to any promoter within the
two years preceding the date of this Prospectus or is proposed or intended to be paid or given
to any promoter.
36. Save as disclosed on pages 125 and 126 of this Prospectus, no commission, discount or
brokerage, has been paid or other special terms granted within the two years preceding the
date of this Prospectus or is payable to any Director, promoter, expert, proposed Director or
any other person for subscribing or agreeing to subscribe or procuring or agreeing to procure
subscriptions for any shares in or debentures of our Company.
37. Save as disclosed in this Prospectus, the Directors are not aware of any relevant material
information including trading factors or risks not mentioned elsewhere in the Prospectus which
is unlikely to be known or anticipated by the general public and which could materially affect
the profits of our Company and its subsidiaries.
38. Save as disclosed in this Prospectus, the financial condition and operations of our Group are
not likely to be affected by any of the following:-
(a) known trends or known demands, commitments, events or uncertainties that will result in
or are reasonably likely to result in our Group’s liquidity increasing or decreasing in any
material way;
(b) material commitments for capital expenditure;

(c) unusual or infrequent events or transactions or any significant economic changes that
materially affected the amount of reported income from operations; and
(d) known trends or uncertainties that have had or that our Group reasonably expects to have
a material favourable or unfavourable impact on revenues or operating income.
CONSENTS
39. The Auditors and Reporting Accountants have given and have not withdrawn their written consent
to the issue of this Prospectus with the inclusion herein of their Accountants’ Report and their
letters in the form and context in which they appear in this Prospectus and references to their
name in the form and context in which it appears in this Prospectus and to act in such capacity
in relation to this Prospectus.
40. The Manager, Underwriter and Placement Agent, Co-Placement Agent, the Solicitors to the
Invitation, the Principal Bankers, the Registrar and Share Transfer Office have given and have
not withdrawn their consent to the issue of this Prospectus with the inclusion herein of their
respective names in the form and context in which they appear in this Prospectus and to act in
those capacities in relation to this Prospectus.
DOCUMENTS AVAILABLE FOR INSPECTION
41. Copies of the following documents may be inspected at the registered office of our Company at
8 Sungei Kadut Loop, Singapore 729455, during normal business hours for a period of six
months from the date of this Prospectus:-
(a) the Directors’ Report;
(b) the Memorandum and Articles of Association of our Company;
(c) the Accountants’ Report;
(d) the material contracts referred to on pages 123 and 124 of this Prospectus;
(e) the letters of consent referred to on page 128 of this Prospectus; and
(f) the audited accounts of our Company and its subsidiary, King Wan Construction Pte Ltd,
for the last two financial years ended 31 March 1999 and 31 March 2000 and the audited
accounts of its subsidiary, K&W Mobile Loo Services Pte Ltd for the financial year ended
31 December 1998 and the fifteen months ended 31 March 2000.
STATEMENT BY DIRECTORS OF THE COMPANY
42. This Prospectus has been seen and approved by our Directors and they collectively and
individually accept full responsibility for the accuracy of the information given in this Prospectus
and confirm, having made all reasonable enquiries, that to the best of their knowledge and
belief, there are no other material facts the omission of which would make any statements
herein misleading, and that this Prospectus constitutes full and true disclosure of all material
facts about the Invitation and our Company and its subsidiaries.
STATEMENT BY DBS BANK
43. DBS Bank confirms that, having made due and careful enquiry and to the best of its knowledge
and belief, based on information furnished to it by our Group, this Prospectus constitutes a full
and true disclosure of all the material facts about the Invitation and our Company and its
subsidiaries and it is not aware of any other facts the omission of which would make any
statements herein misleading.
128

TERMS AND CONDITIONS AND PROCEDURES FOR APPLICATION
129
Appendix
Applications are invited for the subscription of the New Shares at the Issue Price, subject to the
following terms and conditions:-
1. Applications for the Offer Shares (other than Reserved Shares) may be made by way of the
Offer Shares Application Forms or by way of electronic applications through the Automated
Teller Machine (“ATMs”) belonging to the Participating Banks (“ATM Electronic Applications”) or
the Internet Banking (“IB”) websites of the relevant Participating Banks (“Internet Electronic
Applications”, which together with ATM Electronic Applications, shall be referred to as “Electronic
Applications”). Applications for Placement Shares may only be made by way of the Placement
Shares Application Forms, and applications for Reserved Shares may only be made by way of
the Reserved Shares Application Forms. Applicants may not use their CPF Funds to apply
for the New Shares.
2. Only one application may be made for the benefit of one person for either the Offer
Shares (other than the Reserved Shares) or the Placement Shares in his own name. A
person submitting an application for the Offer Shares (other than Reserved Shares) by
way of a printed application form may not submit another application for Offer Shares by
way of Electronic Application and vice versa. A person submitting an application for the
Offer Shares by way of an ATM Electronic Application may not submit another application
for Offer Shares by way of an Internet Electronic Application and vice versa. Such separate
applications will be deemed to be multiple applications and shall be rejected.
A person, other than an approved nominee company, who is submitting an application in
his own name should not submit any other applications, whether on a printed application
form or through an Electronic Application, for any other person. Such separate applications
will be deemed to be multiple applications and shall be rejected.
An applicant who has agreed with the Placement Agents to subscribe for Placement
Shares or who otherwise subscribes for Placement Shares shall not make or procure
any separate application for Offer Shares either by way of an Offer Shares Application
Form or through an Electronic Application. Such separate applications will be deemed to
be multiple applications and shall be rejected.
Conversely, an applicant who has made an application for Offer Shares (other than for
Reserved Shares) either by way of the Offer Shares Application Form or through an
Electronic Application shall not make any separate application for Placement Shares.
Such separate applications will be deemed to be multiple applications and shall be
rejected.
Joint or multiple applications will be rejected. Persons submitting or procuring submission
of multiple share applications (whether for Offer Shares, Placement Shares or both Offer
Shares and Placement Shares) may be deemed to have committed an offence under the
Penal Code (Chapter 224) of Singapore and the Securities Industry Act (Chapter 289) of
Singapore, and such applications may be referred to the relevant authorities for
investigation. Applications appearing to be or suspected of being multiple applications
will be liable to be rejected at the discretion of the Company.
An applicant making an application for the Reserved Shares using the Reserved Shares
Application Form may submit one separate application for Offer Shares (other than
Reserved Shares) in his own name either by way of an Offer Shares Application Form or
through an Electronic Application or submit one separate application for Placement Shares
by way of a Placement Share Application Form, provided he adheres to the terms and
conditions of this Prospectus. Such separate applications will not be treated as multiple
applications.

3. Applications will not be accepted from any person under the age of 21, undischarged bankrupts,
sole proprietorships, partnerships, chops or non-corporate bodies, joint Securities Account holders
of CDP and applicants whose addresses (furnished in their printed Application Forms or, in the
case of Electronic Applications, contained in the records of the relevant Participating Banks, as
the case may be) bear post office box numbers.
4. The existence of a trust will not be recognised. Any application by any person must therefore
be made in his/her/their own name(s) and without qualification or, where the application is
made by way of a printed Application Form by a nominee, in the name(s) of approved nominee
company or companies after complying with paragraph 5 below.
5. Nominee applications may be made by approved nominee companies only. Approved
nominee companies are defined as banks, merchant banks, finance companies, insurance
companies, licensed securities dealers in Singapore and nominee companies controlled by them.
Applications made by persons acting as nominees other than approved nominee companies
will be rejected.
6. For non-nominee applications, each applicant must maintain a Securities Account with
CDP in his own name at the time of application. An applicant without an existing Securities
Account with CDP in his own name at the time of application will have his application rejected
(in the case of an application by way of an Application Form) or will not be able to complete his
Electronic Application (in the case of an Electronic Application). An applicant with an existing
Securities Account with CDP who fails to provide his Securities Account number or who provides
an incorrect Securities Account number in section B of the Application Form or in his Electronic
Application, as the case may be, is liable to have his application rejected. Subject to paragraph
7 below, an application may be rejected if the applicant’s particulars such as his name, NRIC
or passport number, nationality and permanent residence status provided in his Application
Form or, in the case of an Electronic Application, contained in the records of the relevant
Participating Bank at the time of his Electronic Application, as the case may be, differ from
those particulars in his Securities Account as maintained with CDP. If the applicant possesses
more than one individual direct Securities Account with CDP, his application will be rejected.
7. If the address of an applicant stated on the Application Form or, in the case of an
Electronic Application, contained in the records of the relevant Participating Bank, as the
case may be, is different from the address registered with CDP, the applicant must inform
CDP of his updated address promptly, failing which the notification letter on successful
allotment and other correspondence from CDP will be sent to his address last registered
with CDP.
8. The Company reserves the right to reject or accept, in whole or in part, or to scale down or
ballot, any application without assigning any reason therefor, and no enquiry and/or
correspondence on the decision of the Company will be entertained. This right applies to
applications made by way of printed Application Forms and by way of Electronic Applications.
In deciding the basis of allotment which shall be at the discretion of the Company, due
consideration will be given to the desirability of allotting the New Shares to a reasonable number
of applicants with a view to establishing an adequate market for the Shares.
9. The Company reserves the right to reject any application which does not conform strictly to the
instructions set out in the Application Forms and this Prospectus or which does not comply with
the instructions for Electronic Applications or with the terms and conditions of this Prospectus
or, in the case of applications by way of printed Application Form, which is illegible, incomplete,
incorrectly completed or which is accompanied by an improperly drawn up or improper form of
remittance. The Company further reserves the right to treat as valid any applications not
completed or submitted or effected in all respects in accordance with the terms and conditions
of this Prospectus, the instructions set out in the Application Forms and this Prospectus or the
instructions for Electronic Applications and also to present for payment or other processes all
remittances at any time after receipt and to have full access to all information relating to, or
deriving from, such remittances or the processing thereof.
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10. Share certificates will be registered in the name of CDP and will be forwarded only to CDP. It
is expected that CDP will send to each successful applicant at his own risk, within 15 Market
Days after the close of the Application List, a statement showing that his Securities Account
has been credited with the number of New Shares allotted to him. This will be the only
acknowledgement of application moneys received and is not an acknowledgement by the
Company. Each applicant irrevocably authorises CDP to complete and sign on his behalf as
transferee or renouncee any instrument of transfer and/or other documents required for the
issue or transfer of the New Shares allotted to the applicant. This authorisation applies to
applications made both by way of printed Application Forms and by way of Electronic Applications.
11. By completing and delivering an Application Form and, in the case of an ATM Electronic
Application, by pressing the “Enter” or “OK” or “Confirm” or “Yes” or any other relevant key on
the ATM or, in the case of an Internet Electronic Application, by clicking “Submit” or “Continue”
or “Yes” or “Confirm” or any other relevant button on the IB website screen in accordance with
the provisions herein, each applicant:–
(a) irrevocably offers to subscribe for the number of New Shares specified in his application
(or such smaller number for which the application is accepted) at the Issue Price for each
New Share and agrees that he will accept such Shares as may be allotted to him, in each
case on the terms of, and subject to the conditions set out in, this Prospectus and the
Memorandum and Articles of Association of the Company; and
(b) warrants the truth and accuracy of the information in his application.
12. Applications must be made in lots of 1,000 New Shares or higher integral multiples of 1,000
New Shares. Applications for any other number of New Shares will be rejected.
13. No Shares will be allotted on the basis of this Prospectus later than six months after the date
of this Prospectus.
14. In the event of an under-subscription for the Offer Shares as at the close of the Application
List, that number of Offer Shares under-subscribed shall be made available to satisfy applications
for the Placement Shares to the extent there is an over-subscription for the Placement Shares
as at the close of the Application List. Any of the Reserved Shares not taken up will be made
available to satisfy applications for the Offer Shares to the extent that there is an over-subscription
for the Offer Shares as at the close of the Application List. In the event of an under-subscription
for the Placement Shares as at the close of the Application List, that number of Placement
Shares under-subscribed shall be made available to satisfy applications for the Offer Shares to
the extent that there is an over-subscription for the Offer Shares as at the close of the Application
List.
15. In the event of an over-subscription for the Offer Shares as at the close of the Application List
and/or the number of Placement Shares are fully subscribed or over-subscribed as at the close
of the Application List, the successful applications for the Offer Shares shall be determined by
ballot, or otherwise as determined by the Directors and approved by SGX-ST.
16. Acceptance of applications will be conditional upon the Company being satisfied that:-
(a) permission has been granted by SGX-ST to deal in, and for quotation for, all the existing
Shares and the New Shares on a “when issued” basis on SGX Sesdaq and
(b) the Management and Underwriting Agreement and Placement Agreement referred to on
pages 125 and 126 of this Prospectus have become unconditional and have not been
terminated.
17. Additional terms and conditions for applications by way of printed Application Forms are set out
on pages 132 to 135 of this Prospectus.
18. Additional terms and conditions for Electronic Applications are set out on pages 136 to 140 of
this Prospectus.
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19. Each applicant irrevocably authorises CDP to disclose the outcome of his application, including
the number of New Shares allotted to the applicant pursuant to his application, to authorised
operators.
20. Any reference to the “applicant” in this section shall include a person applying for the Offer
Shares by way of an Electronic Application or by way of an Offer Shares Application Form, a
person applying for the Placement Shares through the Placement Agent and a person applying
for the Reserved Shares by way of a Reserved Shares Application Form.
21. The Issue Price for each New Share is $0.20.
22. No application will be held in reserve.
ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING PRINTED APPLICATION
FORMS
Applications by way of printed Application Forms shall be made on, and subject to, the terms and
conditions of this Prospectus, including but not limited to the terms and conditions appearing below
and those set out under the section on “Terms and Conditions and Procedures for Application” found
on pages 129 to 132 of this Prospectus, as well as the Memorandum and Articles of Association of
the Company.
1. Applications for the Offer Shares (other than for the Reserved Shares) must be made using the
WHITE Application Forms and official envelopes “A” and “B”, and applications for the Placement
Shares must be made using the BLUE Application Forms, and applications for the Reserved
Shares must be made using the PINK Application Forms, accompanying and forming part of
this Prospectus. Care must be taken to follow the instructions set out in the respective Application
Forms and this Prospectus for the completion of the respective Application Forms. Applications
which do not conform strictly to these instructions or to the terms and conditions of this
Prospectus or which are illegible, incomplete, incorrectly completed or which are accompanied
by improperly drawn up or improper form of remittances may be rejected.
2. The Application Forms must be completed in English. Please type or write clearly in ink using
BLOCK LETTERS. All spaces in an Application Form, except those under the heading “FOR
OFFICIAL USE ONLY”, must be completed and the words “NOT APPLICABLE” or “N.A.” should
be written in any space that is not applicable.
3. Individuals, corporations and approved nominee companies must give their names in full.
Applications must be made, in the case of individuals, in their full names as appearing in their
identity cards (if applicants have such identification documents) or passports and, in the case
of corporations, in their full names as registered with a competent authority. Applicants, other
than individuals, completing the Application Form under the hand of an official, must state the
name and capacity in which that official signs. A corporation completing an Application Form is
required to affix its Common Seal (if any) in accordance with its Memorandum and Articles of
Association or the equivalent constitutive documents of the corporation. If an application by a
corporate applicant is successful, a copy of its Memorandum and Articles of Association or its
equivalent constitutive documents must be lodged with the Company’s Share Registrar. The
Company reserves the right to require any applicant to produce documentary proof of
identification for verification purposes.
4. (a) All applicants must complete Sections A and B and sign page 1 of the Application Form.
(b) All applicants are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application
Form. Where paragraph 7(a) is deleted, the applicant must also complete Section C of the
Application Form with particulars of the beneficial owner(s).
(c) Applicants who fail to make the required declaration in Paragraph 7(a) or 7(b) (as the case
may be) on page 1 of the Application Form are liable to have their applications rejected.
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5. Applications for the New Shares must be accompanied by payment in cash in the form set out
below only. Each application must be accompanied by a cash remittance in Singapore currency
for the full amount payable, in respect of the number of New Shares applied for, in the form of
a Banker’s Draft, Cashier’s Order or POSB Cashier’s Order drawn on a bank in Singapore,
made out in favour of “KING WAN SHARE ISSUE ACCOUNT” crossed “A/C PAYEE ONLY”,
or in the form of a DBS Autobank Cashier’s Order Equivalent, and with the name and address
of the applicant written clearly on the reverse side. Applications not accompanied by any
payment or accompanied by any other form of payment will not be accepted. Remittances
bearing “Not Transferable” or “Non Transferable” crossings will be rejected. No acknowledgement
of receipt will be issued by the Company or the Manager or the Placement Agent for applications
and application moneys received.
6. Individual applicants will be required to declare whether they are citizens or permanent residents
of Singapore. Corporate applicants, whether incorporated or unincorporated and wherever
incorporated or constituted, will be required to declare whether they are corporations in which
citizens or permanent residents of Singapore or any body corporate constituted under any
statute of Singapore have an interest in the aggregate of more than 50% of the issued share
capital of or interests in such corporations. Approved nominee companies are required to declare
whether the beneficial owner of the New Shares is a citizen or permanent resident of Singapore
or a corporation, whether incorporated or unincorporated and wherever incorporated or
constituted, in which citizens or permanent residents of Singapore or any body corporate
incorporated or constituted under any statute of Singapore have an interest in the aggregate of
more than 50% of the issued share capital of or interests in such corporation.
7. Unsuccessful applications and those not successfully balloted or accepted are expected to be
returned to the applicants by ordinary post, at the risk of the applicants, within three Market
Days after the close of the Application List, without interest or any share of revenue or other
benefit arising therefrom. Where an application is rejected or accepted in part only, the full
amount or the balance of the application moneys, as the case may be, will be refunded to the
applicant by ordinary post at his own risk (without interest or any share of revenue or other
benefit arising therefrom) within 14 days after the close of the Application List provided that the
remittance accompanying such application which has been presented for payment or other
processes has been honoured and the application moneys received in the designated share
issue account. Unsuccessful applicants using DBS Autobank Cashier’s Order Equivalent will
have the full amount of their application moneys (without interest or any share of revenue or
other benefit arising therefrom) automatically credited to their accounts maintained with DBS
Bank.
8. Capitalised terms used in the Application Forms and defined in this Prospectus shall bear the
meanings assigned to them in this Prospectus.
9. In consideration of the Company having distributed the Application Form to the applicant and
agreeing to close the Application List at 12.00 noon on 4 December 2000 or such later time or
date as the Directors may, in their absolute discretion, decide and by completing and delivering
the Application Form, each applicant agrees that:-
(a) his application is irrevocable;
(b) his remittance will be honoured on first presentation and that any moneys returnable may
be held pending clearance of his payment and he will not be entitled to any interest or any
share of revenue or other benefit arising therefrom;
(c) in respect of the New Shares for which his application has been received and not rejected,
acceptance of his application shall be constituted by written notification by or on behalf of
the Company and not otherwise, notwithstanding any remittance being presented for payment
by or on behalf of the Company;
(d) he will not be entitled to exercise any remedy of rescission for misrepresentation at any
time after acceptance of his application;
133

(e) all applications, acceptances and contracts resulting therefrom under the Invitation shall be
governed by and construed in accordance with the laws of Singapore and that he irrevocably
submits to the non-exclusive jurisdiction of the Singapore courts; and
(f) in making his application, reliance is placed solely on the information contained in this
Prospectus and that none of the Company, the Manager, the Underwriter, the Placement
Agent or any other person involved in the Invitation shall have any liability for any information
not so contained.
10. Applications for Offer Shares (other than Reserved Shares)
(a) Applications for Offer Shares (other than Reserved Shares) must be made using the WHITE
Application Forms and WHITE official envelopes “A” and “B”.
(b) The applicant must:–
(i) enclose the WHITE Offer Shares Application Form, duly completed and executed,
together with the correct remittance in accordance with the terms and conditions of
this Prospectus in the WHITE official envelope “A” which is provided;
(ii) in the appropriate spaces on the WHITE official envelope “A”:–
(A) write his name and address;
(B) state the number of Offer Shares (other than Reserved Shares) applied for;
(C) tick the relevant box to indicate the form of payment; and
(D) affix adequate Singapore postage;
(iii) SEAL THE OFFICIAL WHITE ENVELOPE “A”;
(iv) write, in the appropriate box provided, on the larger official WHITE envelope “B”
addressed to DBS BANK, 6 SHENTON WAY #28-00, DBS BUILDING TOWER ONE,
SINGAPORE 068809, the number of Offer Shares (other than Reserved Shares) for
which the application is made; and
(v) insert WHITE official envelope “A” into WHITE official envelope “B”, seal WHITE official
envelope “B”, affix adequate Singapore postage on envelope “B” (if despatching by
ordinary post) and thereafter DESPATCH BY ORDINARY POST OR DELIVER BY
HAND at his own risk to DBS BANK, 6 SHENTON WAY #28-00, DBS BUILDING
TOWER ONE, SINGAPORE 068809, so as to arrive by 12.00 noon on 4 December
2000 or such other time as the Directors may, in their absolute discretion, decide.
Local Urgent Mail or Registered Post must NOT be used.
Applications that are illegible, incomplete or incorrectly completed or accompanied by an
improperly drawn up or improper form of remittance are liable to be rejected.
(c) ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of
receipt will be issued for any application or remittance received.
134

11. Applications for Placement Shares
(a) Applications for Placement Shares must be made using the BLUE Application Forms.
(b) The completed BLUE Placement Shares Application Form and the applicant’s remittance
in accordance with the terms and conditions of this Prospectus for the full amount payable
in respect of the number of Placement Shares applied for must be delivered by hand or
despatched by ordinary post enclosed and sealed in any envelope to be provided by the
applicant. The applicant must affix adequate Singapore postage (if despatching by ordinary
post) and thereafter the sealed envelope must be despatched by ordinary post or delivered
by hand at the applicant’s own risk to DBS Bank, 6 Shenton Way #28-00, DBS Building
Tower One, Singapore 068809, for the attention of Capital Markets, to arrive by 12.00
noon on 4 December 2000 or such other time as the Directors may, in their absolute
discretion, decide. Local Urgent Mail or Registered Post must NOT be used.
(c) ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of
receipt will be issued for any application or remittance received.
(d) Alternatively, the applicant may remit his application moneys by electronic transfer to the
account of DBS Bank, Shenton Way Branch, Current Account No. 001-074193-4, in
favour of “KING WAN SHARE ISSUE ACCOUNT” for the number of Placement Shares
applied for by 12.00 noon on 4 December 2000. Applicants who remit their application
moneys via electronic transfer should send a copy of the telegraphic transfer advice slip to
DBS Bank, 6 Shenton Way #28-00, DBS Building Tower One, Singapore 068809, for
the attention of Capital Markets, to arrive by 12.00 noon on 4 December 2000 or such
other time as the Directors may, in their absolute discretion, decide.
12. Applications for Reserved Shares
(a) Applications for Reserved Shares must be made using the PINK Application Forms.
(b) The completed PINK Reserved Shares Application Form and the applicant’s remittance in
accordance with the terms and conditions of this Prospectus for the full amount payable in
respect of the number of Reserved Shares applied for must be enclosed and sealed in an
envelope to be provided by the applicant. The applicant must affix adequate Singapore
postage (if despatching by ordinary post) and thereafter the sealed envelope must be
despatched by ordinary post or delivered by hand at the applicant’s own risk to DBS Bank,
6 Shenton Way #28-00, DBS Building Tower One, Singapore 068809, so as to arrive by
12.00 noon on 4 December 2000 or such other time as the Directors may, in their absolute
discretion, decide. Local Urgent Mail or Registered Post must NOT be used.
(c) ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement or
receipt will be issued for any application or remittance received.
135

ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS
The procedures for Electronic Applications are set out on the ATM screens (in the case of ATM
Electronic Applications) and the IB website screens (in the case of Internet Electronic Applications)
of the relevant Participating Banks (the “Steps”). Currently, DBS Bank, OUB and UOB are the only
Participating Banks through which Internet Electronic Applications may be made. For illustrative
purposes, the procedures for Electronic Applications through ATMs and the IB website of DBS Bank
are set out in the “Steps for ATM Electronic Applications through ATMs of DBS Bank (including its
POSBank Services division)” and the “Steps for Internet Electronic Application through the IB website
of DBS Bank” (the “DBS Steps”) appearing on pages 141 and 142 of this Prospectus respectively.
Please read the terms of this Prospectus, the Steps and the terms and conditions for Electronic
Applications set out below carefully before making an Electronic Application. An ATM card issued by
one Participating Bank cannot be used to apply for Offer Shares at an ATM belonging to other
Participating Banks.
Any reference to the “Applicant” in these Terms and Conditions for Electronic Applications and the
Steps shall mean the applicant who applies for the Offer Shares (other than the Reserved Shares)
through an ATM of a Participating Banks or the IB website of a relevant Participating Bank.
For an ATM Electronic Application, an Applicant must have an existing bank account with, and be an
ATM cardholder of, one of the Participating Banks before he can make an ATM Electronic Application
at the ATMs of that Participating Bank. For an Internet Electronic Application, the Applicant must
have an existing bank account with and a User Identification (“User ID”) and a Personal Identification
Number/Password (“PIN”) given by the relevant Participating Banks. The DBS Steps set out the
actions that the Applicant must take at ATMs or the IB website of DBS Bank to complete an Electronic
Application. The actions that the Applicant must take at the ATMs or the IB websites of the other
Participating Banks are set out on the ATM screens or the IB websites of the relevant Participating
Banks. Upon the completion of his ATM Electronic Application transaction, the Applicant will receive
an ATM transaction slip (“Transaction Record”), confirming the details of his ATM Electronic Application.
The Transaction Record is for the Applicant’s retention and should not be submitted with any printed
Application Form. Upon completion of his Internet Electronic Application through the IB website of
DBS Bank, there will be an on-screen confirmation (“Confirmation Screen”) of the application which
can be printed out by the Applicant for his record. The printed record of the Confirmation Screen is
for the Applicant’s retention and should not be submitted with any printed Application Form.
An Applicant must ensure that he enters his own Securities Account Number when using the
ATM card issued to him in his own name. Using his own Securities Account Number with an
ATM card not issued to him in his own name will render his ATM Electronic Application liable
to be rejected. An Applicant, including one who has a joint bank account with a Participating
Bank, must use an ATM card issued to him in his own name and must enter his own Securities
Account number. An Applicant who fails to use his own ATM card or who does not key in his own
Securities Account Number will have his application rejected.
An Applicant must ensure, when making an Internet Electronic Application, that the mailing address
of his account selected for the application is in Singapore and the application is being made in
Singapore. Otherwise, his application is liable to be rejected. In this connection, the Applicant will be
asked to declare that he is in Singapore at the time when he makes his application.
An Electronic Application shall be made in accordance with, and subject to, the terms and conditions
of this Prospectus including but not limited to the terms and conditions appearing below as well as
those set out under the section on “Terms and Conditions and Procedures for Application” found on
pages 129 to 132 of this Prospectus, as well as the Memorandum and Articles of Association of the
Company.
136

1. In connection with his Electronic Application for the Offer Shares, the Applicant is required to
confirm statements to the following effect in the course of activating the Electronic Application:–
(a) that he has received a copy of this Prospectus and has read, understood and agreed
to all the terms and conditions of application for the Offer Shares and this Prospectus
prior to effecting the Electronic Application and agrees to be bound by the same;
(b) that he consents to the disclosure of his name, NRIC or passport number, address,
nationality and permanent resident status, CDP Securities Account number, CPF
Investment Account number (if applicable) and share application amount (the “Relevant
Particulars”) from his account with that Participating Bank to the Share Registrar,
SCCS, CDP, CPF, the Company and the Manager (the “Relevant Parties”); and
(c) that that application is his only application for the Offer Shares (other than Reserved
Shares) and it is made in his name and at his own risk.
His application will not be successfully completed and cannot be recorded as a completed
transaction unless he presses the “Enter” or “OK” or “Confirm” or “Yes” or any other relevant
key in the ATM or clicks “Confirm” or “OK” or “Submit” or “Continue” or “Yes” or any other
relevant button on the IB website screen. By doing so, the Applicant shall be treated as signifying
his confirmation of each of the above statements. In respect of statement 1(b) above, his
confirmation shall signify, and shall be treated as, his written permission given in accordance
with the relevant laws of Singapore, including Section 47(4) of the Banking Act (Chapter 19) of
Singapore, to the disclosure by that Participating Bank of the Relevant Particulars of his
account(s) with that Participating Bank to the Relevant Parties.
2. An Applicant may make an ATM Electronic Application at an ATM of any Participating Bank or
an Internet Electronic Application at the IB website of any relevant Participating Bank for the
Offer Shares (other than Reserved Shares) in the form of cash only by authorising such
Participating Bank to deduct the full amount payable from his account with such Participating
Bank.
3. The Applicant irrevocably agrees and undertakes to subscribe for and to accept the number of
Offer Shares (other than Reserved Shares) applied for as stated on the Transaction Record or
on the Confirmation Screen or any lesser number of Offer Shares (other than Reserved Shares)
that may be allotted to him in respect of his Electronic Application. In the event that the Company
decides to allot any lesser number of such Offer Shares or not to allot any Offer Shares to the
Applicant, the Applicant agrees to accept such decision as final. If the Applicant’s Electronic
Application is successful, his confirmation (by his action of pressing the “Enter” or “OK” or
“Confirm” or “Yes” or any other relevant key on the ATM or clicking “Confirm” or “OK” or “Submit”
or “Continue” or “Yes” or any other relevant button on the IB website screen) of the number of
Offer Shares (other than Reserved Shares) applied for shall signify and shall be treated as his
acceptance of the number of Offer Shares (other than Reserved Shares) that may be allotted
to him and his agreement to be bound by the Memorandum and Articles of Association of the
Company
4. The Applicant irrevocably requests and authorises the Company to:–
(a) register the Offer Shares allotted to the Applicant in the name of CDP for deposit into his
Securities Account;
(b) send the relevant Share certificate(s) to CDP;
(c) return or refund (without interest or any share of revenue or other benefit arising therefrom)
the application moneys in Singapore currency should his Electronic Application not be
accepted, by automatically crediting the Applicant’s bank account with his Participating
Bank with the relevant amount within three Market Days after the close of the Application
List; and
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(d) return or refund (without interest or any share of revenue or other benefit arising therefrom)
the balance of the application moneys in Singapore currency should his Electronic Application
be accepted in part only, by automatically crediting the Applicant’s bank account with his
Participating Bank with the relevant amount within 14 days after the close of the Application
List.
5. BY MAKING AN ELECTRONIC APPLICATION, THE APPLICANT CONFIRMS THAT HE IS
NOT APPLYING FOR THE OFFER SHARES AS NOMINEE OF ANY OTHER PERSON AND
THAT ANY ELECTRONIC APPLICATION THAT HE MAKES IS THE ONLY APPLICATION
MADE BY HIM AS BENEFICIAL OWNER.
THE APPLICANT SHALL MAKE ONLY ONE ELECTRONIC APPLICATION AND SHALL NOT
MAKE ANY OTHER APPLICATION FOR THE NEW SHARES (OTHER THAN FOR THE
RESERVED SHARES), WHETHER AT THE ATMs OF ANY PARTICIPATING BANK OR THE
IB WEBSITES OF THE RELEVANT PARTICIPATING BANKS OR ON THE PRESCRIBED
PRINTED APPLICATION FORMS. WHERE A PERSON HAS MADE AN APPLICATION FOR
NEW SHARES (OTHER THAN RESERVED SHARES) ON AN APPLICATION FORM, HE
SHALL NOT MAKE AN ELECTRONIC APPLICATION FOR OFFER SHARES AND VICE
VERSA.
6. The Applicant irrevocably agrees and acknowledges that his Electronic Application is subject to
risks of electrical, electronic, technical and computer-related faults and breakdowns, fires, acts
of God and other events beyond the control of the Participating Banks, the Company and the
Manager and if, in any such event, the Participating Banks and/or the Company and/or the
Manager do not record or receive the Applicant’s Electronic Application, or data relating to the
Applicant’s Electronic Application or the tape or any other devices containing such data is lost,
corrupted, destroyed or not otherwise accessible, whether wholly or partially for whatever reason,
the Applicant shall be deemed not to have made an Electronic Application and the Applicant
shall have no claim whatsoever against the Participating Banks, the Company or the Manager
for the Offer Shares applied for or for any compensation, loss or damage.
7. Electronic Applications shall close at 12.00 noon on 4 December 2000 or such other time as
the Directors may, in their absolute discretion, decide. Subject to the paragraph above, an
Internet Electronic Application is deemed to be received only upon its completion, that is, when
there is an on-screen confirmation of the application.
8. All particulars of the Applicant in the records of his Participating Bank at the time he makes his
Electronic Application shall be deemed to be true and correct and the relevant Participating
Bank and the Relevant Parties shall be entitled to rely on the accuracy thereof. If there has
been any change in the particulars of the Applicant after the time of the making of his Electronic
Application, the Applicant shall promptly notify his Participating Bank.
9. The Applicant must have sufficient funds in his bank account(s) with his Participating Bank at
the time he makes his Electronic Application, failing which his Electronic Application will not be
completed or accepted. Any Electronic Application which does not strictly conform to the
instructions set out in this Prospectus or on the screens of the ATM or the IB website through
which that Electronic Application was made will be rejected.
10. No application will be kept in reserve. Where an Electronic Application is not accepted, it is
expected that the full amount of the application moneys will be refunded in Singapore currency
(without interest or any share of revenue or other benefit arising therefrom) to the Applicant by
being automatically credited to the Applicant’s bank account with the relevant Participating Bank
within three Market Days after the close of the Application List. Trading on a “when issued”
basis, if applicable, is expected to commence after such refund has been made. Where
an Electronic Application is rejected or accepted in part only, the full amount or the balance of
the application moneys will be refunded in Singapore currency (without interest or any share of
revenue or other benefit arising therefrom) to the Applicant by being automatically credited to
the Applicant’s bank account with his Participating Bank within 14 days after the close of the
Application List.
138

The responsibility for timely refund of application moneys arising from unsuccessful or partially
successful Electronic Application lies solely with the respective Participating Banks. Therefore,
Applicants are strongly advised to consult their respective Participating Banks regarding the
status of their Electronic Applications and/or refund of application moneys to them arising from
their unsuccessful or partially successful Electronic Applications, to determine the exact number
of Shares, if any, which have been allotted to them. Neither the SGX-ST, CDP, SCCS, the
Participating Banks, the Company nor the Manager assumes any responsibility for any loss
which may be incurred as a result of Applicants having to cover any net sell positions or from
buy-in procedures activated by the SGX-ST.
If the Applicant’s Electronic Application is made through the ATMs of KTB or UOB Group and
is unsuccessful, it is expected that a computer-generated notice will be sent to the Applicant by
the relevant Participating Bank (at the address of the Applicant as stated in the records of the
relevant Participating Bank at the date of his ATM Electronic Application) by ordinary post at
the Applicant’s own risk within three Market Days after the close of the Application List. If the
Applicant’s ATM Electronic Application is made through the ATMs of OCBC Group, OUB
or DBS Bank (including its POSBank Services division) and is unsuccessful, no notification
will be sent by the relevant Participating Bank.
If the Applicant’s Internet Electronic Application made through the IB website of UOB,
OUB or DBS Bank is unsuccessful, no notification will be sent by such Participating
Bank.
Applicants who make ATM Electronic Applications through the ATMs of the following banks may
check the provisional results of their ATM Electronic Applications as follows:-
Bank Telephone/Website Available at ATM/ Operating Hours Service expected from
Internet
DBS Bank 1800-222 2222 Internet Banking or 24 hours a day 7.00 p.m. on the
327 4767 Internet Kiosk balloting day
www.dbs.com* www.dbs.com*
KTB 222 8228 ATM ATM-24 hours a day ATM-Evening of the
balloting day
Phone Banking
Mon-Fri 0800-2200 Phone Banking–
Sat 0800-1500 8.00 a.m. on the day
after the balloting day
OCBC 1800-363 3333 ATM ATM-24 hours a day Evening of the
139
Phone Banking balloting day
24 hours a day
OUB 1800-224 2000 OUB Personal Phone Banking/ Evening of the balloting
www.oub2000.com.sg* Internet Banking Internet Banking day
www.oub2000.com.sg 24 hours a day
OUB Mobile Buzz OUB Mobile Buzz**
24 hours a day
UOB 1800-533 5533 ATM (Other Phone Banking***/ 6.00 p.m. on the
1800-222 2121 Transactions – ATM 24 hours balloting day
“IPO Enquiry”)
www.uobcyberbank. www.uobcyberbank.
com.sg*** com.sg***
* Applicants who make Internet Electronic Applications through the IB websites of DBS Bank or OUB may also
check the results of their application through the same channels listed in the table above in relation to ATM
Electronic Applications made at ATMs of DBS Bank or OUB.
** Applicants who make Electronic Applications through the ATMs or IB website of OUB and who have activated
their OUB Mobile Buzz service will be notified of the results of their Electronic Application via their mobile
phones.
*** Applicants who make Electronic Applications through the ATMs of UOB Group or the IB website of UOB may
check the results of their application through UOB CyberBank, UOB Group ATMs or UOB Phone Banking Services.

11. In consideration of the Company making available the Electronic Application facility, through the
ATMs and IB websites (if any) of the Participating Banks and agreeing to close the Application
List at 12:00 noon on 4 December 2000 or such later time or date as the Directors may, in their
absolute discretion, decide, and by making and completing an Electronic Application, the Applicant
agrees that:-
(a) his Electronic Application is irrevocable; and
(b) his Electronic Application, the acceptance of his Electronic Application by the Company
and the contract resulting therefrom under the Invitation shall be governed by and construed
in accordance with the laws of Singapore and he irrevocably submits to the non-exclusive
jurisdiction of the Singapore courts.
(c) none of the Company, the Manager or the Participating Banks shall be liable for any delays,
failures or inaccuracies in the recording, storage or in the transmission or delivery of data
relating to his Electronic Application to the Company or CDP due to a breakdown or failure
of transmission, delivery or communication facilities or any risks referred to in paragraph 6
on page 138 of this Prospectus or to any cause beyond their respective controls;
(d) he will not be entitled to exercise any remedy of rescission for misrepresentation at any
time after acceptance of his application;
(e) in respect of the Offer Shares for which his Electronic Application has been successfully
completed and not rejected, acceptance of the Applicant’s Electronic Application shall be
constituted by written notification by or on behalf of the Company and not otherwise,
notwithstanding any payment received by or on behalf of the Company; and
(f) in making his application, reliance is placed solely on the information contained in this
Prospectus and that none of the Company, the Manager, the Underwriter, the Placement
Agent or any other person involved in the Invitation shall have any liability for any information
not so contained.
12. The Applicant should ensure that his personal particulars as recorded by both CDP and the
relevant Participating Banks are correct and identical. Otherwise his Electronic Application may
be rejected. The Applicant should promptly inform CDP of any change in his address, failing
which the notification letter on successful allotment will be sent to his address last registered
with CDP.
13. The existence of a trust will not be recognised. Any Electronic Application by a person must be
made in his/their own name(s) and without qualification. The Company will reject any application
by any person acting as nominee.
140

INSTRUCTIONS FOR ELECTRONIC APPLICATIONS THROUGH ATMs OF DBS BANK (INCLUDING
ITS POSBANK SERVICES DIVISION) AND IB WEBSITE OF DBS BANK
Instructions for an Applicant using Electronic Application will appear on the ATM screens and the IB
website screens of the relevant Participating Banks.
Steps for ATM Electronic Application through ATMs of DBS Bank (including its POSBank
Services division)
For illustrative purposes, the steps for making an ATM Electronic Application through a DBS Bank or
POSBank ATM and through the IB website of DBS Bank are shown below. Certain words appearing
on the screen are in abbreviated form (“A/c”, “amt”, “appln”, “ &”, “I/C” and “No.” refer to “Account”,
“amount”, “application”, “and”, “NRIC” and “Number” respectively). Instructions for ATM Electronic
Applications on the ATM screens of Participating Banks (other than DBS Bank(including its POSBank
Services division)) may differ slightly from those represented below.
Step 1: Insert your personal DBS or POSBank ATM Card.
2: Enter your Personal Identification Number
3: Select “CASHCARD & MORE SERVICES”
4: Select “ESA-IPO SHARE/BOND/RIGHTS”
5: Select “ELECTRONIC SECURITY APPLN (IPO-SHARE/BOND)” to “KING WAN”
6: Press the “ENTER” key to acknowledge:-
— You have read, understood & agreed to all terms of the appln & the Prospectus/
Document
— You consent to disclose your name, I/C No., address, nationality, CDP Securities
A/c No., CPF Investment A/c No. & security appln amount from your bank
account(s) to share registrars, SCCS, CDP, CPF, issuer/vendor(s)
— For FIXED price security appln, this is your only appln and it is made in your
own name and at your own risk
— For TENDER security appln, this is your only appln at the selected tender
price and it is made in your own name and at your own risk
— You are not a US Person as referred to in the Prospectus/Document where
applicable
7: Select your nationality
8: Select the DBS Bank account (Autosave/Current/Savings/Savings Plus) or the POSBank
account (Current/Savings) from which to debit your application moneys
9: Enter the number of shares/securities you wish to apply for using cash
10: Enter your own 12-digit CDP Securities Account number or press “Enter” to confirm if
your CDP Securities Account number is correct. (If your CDP Securities Account number
has already been stored in the DBS Bank’s or POSBank’s records)
11: Check the details of your securities application, your CDP Securities Account number
on the screen and press the “ENTER” key to confirm application
12: Remove the Transaction Record for your reference and retention only
141

Steps for Internet Electronic Application through the IB website of DBS Bank
For illustrative purposes, the steps for making an Internet Electronic Application through the DBS
Bank IB website is shown below. Certain words appearing on the screen are in abbreviated form (“A/
c”, “amt”, “appln”, “&”, “I/C” and “No.” refer to “Account”, “amount”, “application”, “and”, “NRIC” and
“Number” respectively),
Step 1: Click on to DBS Bank website (www.dbs.com)
2: Login to Internet banking
3: Enter your User ID and PIN
4: Select “Electronic Security Application”
5: Click “Yes” to proceed and to warrant that you have observed and complied with all
applicable laws and regulations
6: Click on “King Wan”
7: Click “Confirm” to acknowledge:
(a) You have read, understood & agreed to all terms of application and Prospectus/
Document
(b) You consent to disclose your name, I/C No., address, nationality, CDP Securities
A/c No., CPF Investment A/c No. & security application amount from your DBS/
POSBank account(s) to share registrars, SCCS, CDP, CPF, issuer(s)
(c) This application is made in your own name and at your own risk
(d) For FIXED price securities application, this is your only application. For TENDER
securities application, this is your only application at the selected tender price
(e) You are not a US Person as referred to in the Prospectus/Document, where
applicable.
8: Fill in details for share application and click “Submit”
9: Check the details of your securities application, your IC/passport No. and click “OK” to
confirm your application
10: Print the Confirmation Screen (optional) for your reference and retention only
142

TABLE OF CONTENTS
Page
CORPORATE INFORMATION ..................................... 1
DEFINITIONS ............................................................... 2
GLOSSARY OF TECHNICAL TERMS .......................
DETAILS OF THE INVITATION
5
– Listing on SGX SESDAQ ....................................... 7
– Indicative Timetable for Listing .............................. 9
PROSPECTUS SUMMARY ......................................... 10
THE INVITATION .......................................................... 15
RISK FACTORS ........................................................... 16
ISSUE STATISTICS ..................................................... 22
CAPITALISATION ......................................................... 24
DILUTION ..................................................................... 25
USE OF PROCEEDS ..................................................
GENERAL INFORMATION ON OUR GROUP
26
– History ..................................................................... 27
– Business .................................................................. 28
– Review of Past Operating Results And
Financial Positions .............................................. 42
– Review of Past Operating Results ........................ 45
– Review of Past Financial Positions ....................... 51
– Liquidity and Capital Resources ............................ 54
– Dividends ................................................................. 55
– Prospects and Future Plans .................................. 55
– Major Suppliers ....................................................... 57
– Major Customers ..................................................... 58
– Credit Policy ............................................................ 59
– Foreign Currency Exchange Exposure ................. 60
– Competition ............................................................. 60
– Directors, Management and Staff .......................... 61
– Service Agreements ............................................... 69
– Share Capital .......................................................... 70
– Shareholders ........................................................... 72
– Moratorium .............................................................. 74
– Interested Person Transactions .............................. 74
– Potential Conflict of Interests ................................. 86
– Properties and Fixed Assets ................................. 87
DIRECTORS’ REPORT ............................................... 88
ACCOUNTANTS’ REPORT ..........................................
LETTER FROM THE AUDITORS AND REPORTING
ACCOUNTANTS ON THE LIMITED REVIEW OF
THE UNAUDITED CONSOLIDATED BALANCE
SHEET AS AT 30 SEPTEMBER 2000 AND
UNAUDITED CONSOLIDATED PROFIT AND
LOSS ACCOUNT FOR THE 6 MONTHS ENDED
89
30 SEPTEMBER 2000 ...........................................
UNAUDITED CONSOLIDATED BALANCE SHEET AS
AT 30 SEPTEMBER 2000 AND UNAUDITED
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE 6 MONTHS ENDED 30 SEPTEMBER
104
2000 ......................................................................... 105
GENERAL AND STATUTORY INFORMATION ..........
APPENDICES
TERMS AND CONDITIONS AND PROCEDURES
107
FOR APPLICATION ................................................. 129
– Additional Terms And Conditions For Applications
Using Printed Application Forms .................... 132
– Additional Terms And Conditions For
Electronic Applications .................................... 136
KING WAN CORPORATION LIMITED
(Incorporated in the Republic of Singapore on 8 February 2000)
Invitation in respect of 30,000,000 New
Shares of par value of $0.10 each
comprising:-
(1) 10,000,000 Offer Shares comprising:-
(a) 2,500,000 Offer Shares at $0.20 for
each Offer Share by way of public
offer; and
(b) 7,500,000 Reserved Shares at $0.20
for each Reserved Share reserved
for our employees, Directors,
business associates and those who
have contributed to the success of
our Group; and
(2) 20,000,000 Placement Shares at $0.20
for each Placement Share by way of
placement,
payable in full on application.
Manager, Underwriter and Placement Agent
PROSPECTUS
SNP Security Printing Pte Ltd 602609