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Brand Description (1) Agreement Date Territory ExclusivePromensil, Trinovinand RimostilHealth supplements foradults11 April 2001 Singapore andMalaysiaYesDesigner Protein Sports nutrition 1 July 2001 and 28August 2002Singapore andMalaysiaYesLongevitrol Nutritional supplements 23 April 2001 Singapore YesUltraMax hgH Nutritional supplements 1 December 2001 Singapore, Malaysiaand BruneiEAS Sports nutrition 17 September 2002 Singapore andBrunei (5)YesYesCheat's & Lean FatBlocker and Cheat's& Lean Carb.BlockerHealth supplements foradults8 March 2002 Singapore YesNotes:±1. The distribution rights may not relate to all products sold under any particular Brand or by the relevant Principal.2. Does not include US military bases located therein.3. Mainland China (excluding Hong Kong, Macao and US military bases located therein). However, distribution is subject toregistration of products in the PRC.4. Only for certain products.5. Does not include the U.S. military installations in Singapore and Brunei (if any).In addition, pursuant to an agreement dated 1 December 2002 between GNC Inc and Victoria House(C), Victoria House (C) acquired exclusive distribution rights for GNC branded health supplements andsports nutrition, for the territory of PRC (excluding Hong Kong, Macau and United States militarybases therein). However, registration in the PRC of such health supplements and sports nutritionmust be obtained before distribution of such products may commence in the PRC.The distribution rights granted to Nutri-Active or Victoria House (C) (as the case may be ) are generallyfor 1 to 5 year durations unless earlier terminated with notice of between 2 weeks to 2.5 months.Generally, the distribution rights are renewable with the mutual agreement of Nutri-Active or VictoriaHouse (C) (as the case may be) and the respective principal and we normally seek for a renewal ofsuch rights at least 6 months in advance so as to enable us to source for alternative distributionrights in the event the existing distribution rights are not renewed.B-2
APPENDIX CRULES OF THE <strong>GLOBAL</strong> ACTIVE SHARE OPTION SCHEME1. NAME OF THE SCHEMEThe Scheme shall be called the ``Global Active Share Option Scheme''.2. DEFINITIONS2.1 Unless the context otherwise requires, the following words and expressions shall have thefollowing meanings:±`Àct''The Companies Act, Chapter 50 of Singapore as amendedor modi®ed from time to time`Àdoption Date'' The date on which the Scheme is adopted by theCompany in general meeting`Àggregate Subscription Cost''`Àuditors''``Board''``CDP''The total amount payable for the Shares to be subscribedfor on the exercise of an OptionThe auditors for the time being of the CompanyThe board of directors of the CompanyThe Central Depository (Pte) Limited``Company'' Global Active Limited, a company incorporated inSingapore``Controlling Shareholder''``CPF''``Depository Agent''``Discounted Option''`Èmployee''`Èxecutive Director''``Grantee''``Group''``market day''A person who holds directly or indirectly 15% or more ofthe nominal amount of all voting shares in the Companyor a person who in fact exercises control over theCompanyCentral Provident FundAn entity registered as a depository agent with CDP for thepurpose of maintaining securities sub-accounts for its ownaccount and for the account of othersThe right to subscribe for Shares granted pursuant to theScheme and for the time being subsisting, and in respectof which the Subscription Price is determined inaccordance with Rule 7.2An employee of the Company and/or its subsidiaries whois selected by the Scheme Committee to participate in theScheme in accordance with Rule 4.1(a)A director of the Company and/or its subsidiaries whoperforms an executive function and who is selected by theScheme Committee to participate in the Scheme inaccordance with Rule 4.1(b)A person to whom an offer of an Option is madeThe Company and its subsidiariesA day on which the SGX-ST is open for trading in securitiesC-1
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Corporate ProfileGlobal Active Limi
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Future PlansRetail BusinessSingapor
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PageMoratorium . . . . . . . . . .
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CORPORATE INFORMATIONBoard of Direc
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DEFINITIONSIn this Prospectus, the
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``Nominating Committee'' : The nomi
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GLOSSARY OF TECHNICAL TERMSTo facil
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SPECIAL NOTE REGARDING FORWARD-LOOK
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DETAILS OF OUR INVITATIONLISTING ON
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INDICATIVE TIMETABLE FOR LISTINGIn
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To meet the varied needs of our cus
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. Secure more exclusive distributio
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We have secured exclusive distribut
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PLAN OF DISTRIBUTIONThe Issue Price
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RISK FACTORSPrior to making an inve
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(v)(vi)(vii)in the event the respec
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margins have not been adversely aff
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We have to reduce our stake in our
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Our Share price may be volatile, wh
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Price to Net Operating Cash Flow Ra
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AUDITED CONSOLIDATED FINANCIAL POSI
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GMP-certi®ed plants. Sale of our p
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Administrative expenses comprise ma
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The contribution by third party pro
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The above increase in gross profit
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Current LiabilitiesOur current liab
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Based on the above, our Directors a
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DIVIDEND POLICYWe have not paid any
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After listing, our Directors who ha
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GENERAL INFORMATION ON OUR COMPANY
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Our authorised share capital and sh
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The interests and voting rights of
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Following the Restructuring Exercis
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USB also agreed with DB that in the
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Nutri-Active is the distributor of
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We have been consistently recognise
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BUSINESSNUTRACEUTICALS Ð THE PRODU
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Our GNC products cover the entire s
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All our GNC retail outlets comply w
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consignment basis. If not for these
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QUALITY ASSURANCEThe import, distri
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MAJOR SUPPLIERSNutri-Active and Vic
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We welcome feedback from our custom
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BUSINESS ARRANGEMENTS WITH GNC INCT
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insolvent or a receiver or other cu
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As at the Latest Practicable Date,
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Location14 Geylang Serai15 Tanjong
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Location49 Turf City200 Turf Club R
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INSURANCEINSURANCEWe are covered by
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Management Organisation ChartGlobal
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Mr Tan Seng Leong was appointed as
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Name List of Present Directorships
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Ms Leo Mui Leng joined Nutri-Active
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The breakdown of our staff as at th
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SERVICE AGREEMENTSOn 23 December 20
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CORPORATE GOVERNANCEOur Company wil
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INTERESTED PERSON TRANSACTIONSSave
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On 22 August 2003, an agreement was
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Our Audit Committee is of the view
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(d)(e)(f)(g)(h)(i)Residents with no
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In addition, Nutri-Active (M) has a
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TAXATIONThe following is a discussi
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normal business activities and, in
Page 129 and 130: Persons who qualify under the categ
Page 131 and 132: Employees and Executive Directors a
Page 133 and 134: option on the grant date. While sha
Page 135 and 136: (c)the financial year ended 31 Marc
Page 137 and 138: GENERAL AND STATUTORY INFORMATIONIN
Page 139 and 140: Health One owning assets which main
Page 141 and 142: (xv) If and only if such disqualifi
Page 143 and 144: SHARE CAPITAL17. As at the date of
Page 145 and 146: Article 81The Directors may repay t
Page 147 and 148: (B)The Directors may retain the div
Page 149 and 150: Article 72(A) An instrument appoint
Page 151 and 152: (e)Variation of rightsArticle 6(A)
Page 153 and 154: Article 29If the requirements of an
Page 155 and 156: Article 10(A) The Company may reduc
Page 157 and 158: LITIGATION31. Neither our Company n
Page 159 and 160: Primary Sub-Underwriters and one of
Page 161 and 162: 45. Messrs Allen & Gledhill (Advoca
Page 163 and 164: APPENDIX ATERMS AND CONDITIONS AND
Page 165 and 166: drawn remittance or improper form o
Page 167 and 168: (d)(e)warrant the truth and accurac
Page 169 and 170: equired to declare whether the bene
Page 171 and 172: Applications for Reserved Shares1.
Page 173 and 174: that our Company decides to allot a
Page 175 and 176: (b)(c)(d)(e)neither our Company, th
Page 177 and 178: ÐÐÐDo not key in the CDP A/C No.
Page 179: APPENDIX BNUTRACEUTICAL PRODUCTS DI
Page 183 and 184: 2.2 For the purposes of the Scheme:
Page 185 and 186: 7.2 The Subscription Price for each
Page 187 and 188: whereupon the Option then remaining
Page 189 and 190: (b)unless the Scheme Committee afte
Page 191 and 192: 18. COSTS AND EXPENSES18.1 Each Par
Page 193 and 194: (e) Vesting Schedule : You may exer
Page 195 and 196: Schedule C3GLOBAL ACTIVE SHARE OPTI
Page 197 and 198: APPENDIX DPROFORMA FINANCIAL STATEM
Page 199 and 200: PROFORMA STATEMENT OF CHANGES IN SH
Page 201 and 202: NOTES TO PROFORMA FINANCIAL STATEME
Page 203 and 204: 3. THE GROUP (cont'd)3.5 As at 27 J
Page 205 and 206: 5. SIGNIFICANT ACCOUNTING POLICIES
Page 207 and 208: 5. SIGNIFICANT ACCOUNTING POLICIES
Page 209 and 210: 10. STAFF COSTS2001 2002 2003$ $ $S
Page 211 and 212: 14. DUE FROM ASSOCIATED COMPANIES20
Page 213 and 214: 20. DEFERRED INCOME TAXESMovements
Page 215 and 216: 24. CASH AND CASH EQUIVALENTSFor th
Page 217 and 218: 30. FINANCIAL RISK MANAGEMENTThe Gr
Page 219 and 220: 35. STATEMENT OF ADJUSTMENTS (cont'
Page 221 and 222: APPENDIX E1NUTRI-ACTIVE PTE LTD(Inc
Page 223 and 224: AUDITORS' REPORT TO THE SHAREHOLDER
Page 225 and 226: NUTRI-ACTIVE PTE LTDBALANCE SHEETAs
Page 227 and 228: NUTRI-ACTIVE PTE LTDNOTES TO THE FI
Page 229 and 230: 4. OPERATING PROFIT (cont'd)For the
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8. TAX (cont'd)(e)Composition of de
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15. IMMEDIATE AND ULTIMATE HOLDING
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21. COMMITMENTS FOR EXPENDITURE(a)
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APPENDIX E2NUTRI-ACTIVE PTE LTD(Inc
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AUDITORS' REPORT TO THE SHAREHOLDER
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NUTRI-ACTIVE PTE LTDBALANCE SHEETAs
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NUTRI-ACTIVE PTE LTDCash ¯ows from
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2. SIGNIFICANT ACCOUNTING POLICIES
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4. OPERATING PROFIT2002 2001$ $Oper
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8. TAX (cont'd)(c)Movements in the
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13. INVENTORIES2002 2001$ $Merchand
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18. NON-CURRENT LIABILITIES Ð BORR
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22. RELATED PARTY TRANSACTIONS (con
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VICTORIA HOUSE PTE LTD(Incorporated
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VICTORIA HOUSE PTE LTDINCOME STATEM
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VICTORIA HOUSE PTE LTDSTATEMENT OF
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7. STAFF COSTSFor theyear ended31 M
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12. FRANCHISE COSTSFranchise costs
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21. RELATED PARTY TRANSACTIONSThe f
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VICTORIA HOUSE PTE LTD(Incorporated
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VICTORIA HOUSE PTE LTDINCOME STATEM
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VICTORIA HOUSE PTE LTDSTATEMENT OF
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VICTORIA HOUSE PTE LTDNOTES TO THE
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5. FINANCE INCOME2002 2001$ $Intere
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9. IMMEDIATE AND ULTIMATE HOLDING C
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15. OTHER CREDITORS AND ACCRUALS200
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21. COMMITMENTS (cont'd)(b)Other co
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APPENDIX E5GLOBAL ACTIVE PTE LTD(In
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AUDITORS' REPORT TO THE SHAREHOLDER
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GLOBAL ACTIVE PTE LTDBALANCE SHEETA
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GLOBAL ACTIVE PTE LTDNOTES TO THE F
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APPENDIX E6GLOBAL ACTIVE LIMITED(In
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AUDITORS' REPORT TO THE MEMBERS OFG
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GLOBAL ACTIVE LIMITEDAND ITS SUBSID
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4. OPERATING PROFIT/(LOSS)Operating
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8. TAX(a)Tax expenseIncome tax expe
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12. OTHER RECEIVABLES, DEPOSITS AND
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15. SUBSIDIARIES (cont'd)(ii)Compan
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18. DEFERRED INCOME TAXESThe GroupT
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22. NON-CURRENT LIABILITIES Ð BORR
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27. COMMITMENTSLease commitmentsCom
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32. EVENTS SUBSEQUENT TO THE BALANC
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UNAUDITED INCOME STATEMENT OF USB I
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UNAUDITED BALANCE SHEET OF USB INC
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Global Active LimitedCorporate Offi
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GLOBAL

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