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8. TAX (cont'd)(c)Movements in the provision for current taxThe GroupYearended31.3.2003$Balance at the beginning of the ®nancial yearÐOn acquisition of subsidiaries 2,678,775Current ®nancial year's tax expense 419,800Payment made during the ®nancial year (1,197,657)Over-provision in prior years (114,219)Balance at the end of the ®nancial year 1,786,6999. EARNINGS PER SHAREBasic earnings per share is calculated by dividing the pro®t after tax attributable to the membersof the Company by the weighted average number of ordinary shares in issue during the ®nancialyear.The GroupYearended31.3.2003Net pro®t attributable to the members of Global Active Limited $2,395,296Weighted average number of ordinary shares in issue for basic earnings per share 68,821,941Basic earnings per share$3.48 cents10. FIXED DEPOSITS(a) The fixed deposits of the Group, which mature quarterly, are pledged to a bank for creditfacilities of $5,700,000 granted to a subsidiary.(b) Weighted average effective interest rateAs at the balance sheet date, the weighted average effective interest rate on ®xed depositswas 0.70% per annum.11. DUE FROM ASSOCIATED COMPANIESThe GroupYearended31.3.2003Trade 1,055,502Non-trade 434,712$1,490,214The non-trade amounts due from associated companies are unsecured, and interest-free.E-92
12. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTSThe Group The Company2003 2003 2002$ $ $ÐDeposits 1,695,027 Ð ÐPrepayments 586,579 546,103 ÐAdvances to suppliers 603,798 Ð ÐOther debtors 14,745 Ð Ð2,900,149 546,103 ÐThe prepayments of the Company relate to professional fees incurred on the Company'sapplication for the proposed listing of its new shares on the Singapore Exchange SecuritiesTrading Limited. Such expenditure shall be written off against the share premium reservearising upon the issue of new shares by the Company.13. INVENTORIESThe GroupYearended31.3.2003Merchandise held for sale (at cost) 10,444,493$Included in merchandise held for sale at the balance sheet date are goods-in-transit amountingto $2,650,887.14. ASSOCIATED COMPANIESThe GroupYearended31.3.2003Balance as at 1 September 2002 on acquisition of a subsidiary 233,729Investments made during the ®nancial year 288,096Share of post-acquisition losses (295,936)Balance at the end of the ®nancial year 225,889$E-93
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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
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Persons who qualify under the categ
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Employees and Executive Directors a
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option on the grant date. While sha
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(c)the financial year ended 31 Marc
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GENERAL AND STATUTORY INFORMATIONIN
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Health One owning assets which main
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(xv) If and only if such disqualifi
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SHARE CAPITAL17. As at the date of
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Article 81The Directors may repay t
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(B)The Directors may retain the div
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Article 72(A) An instrument appoint
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(e)Variation of rightsArticle 6(A)
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Article 29If the requirements of an
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Article 10(A) The Company may reduc
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LITIGATION31. Neither our Company n
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Primary Sub-Underwriters and one of
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45. Messrs Allen & Gledhill (Advoca
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APPENDIX ATERMS AND CONDITIONS AND
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drawn remittance or improper form o
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(d)(e)warrant the truth and accurac
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equired to declare whether the bene
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Applications for Reserved Shares1.
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that our Company decides to allot a
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(b)(c)(d)(e)neither our Company, th
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ÐÐÐDo not key in the CDP A/C No.
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APPENDIX BNUTRACEUTICAL PRODUCTS DI
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APPENDIX CRULES OF THE GLOBAL ACTIV
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2.2 For the purposes of the Scheme:
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7.2 The Subscription Price for each
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whereupon the Option then remaining
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(b)unless the Scheme Committee afte
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18. COSTS AND EXPENSES18.1 Each Par
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(e) Vesting Schedule : You may exer
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Schedule C3GLOBAL ACTIVE SHARE OPTI
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APPENDIX DPROFORMA FINANCIAL STATEM
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PROFORMA STATEMENT OF CHANGES IN SH
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NOTES TO PROFORMA FINANCIAL STATEME
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3. THE GROUP (cont'd)3.5 As at 27 J
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5. SIGNIFICANT ACCOUNTING POLICIES
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10. STAFF COSTS2001 2002 2003$ $ $S
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14. DUE FROM ASSOCIATED COMPANIES20
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20. DEFERRED INCOME TAXESMovements
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24. CASH AND CASH EQUIVALENTSFor th
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30. FINANCIAL RISK MANAGEMENTThe Gr
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35. STATEMENT OF ADJUSTMENTS (cont'
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APPENDIX E1NUTRI-ACTIVE PTE LTD(Inc
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AUDITORS' REPORT TO THE SHAREHOLDER
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NUTRI-ACTIVE PTE LTDBALANCE SHEETAs
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NUTRI-ACTIVE PTE LTDNOTES TO THE FI
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4. OPERATING PROFIT (cont'd)For the
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8. TAX (cont'd)(e)Composition of de
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15. IMMEDIATE AND ULTIMATE HOLDING
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21. COMMITMENTS FOR EXPENDITURE(a)
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APPENDIX E2NUTRI-ACTIVE PTE LTD(Inc
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AUDITORS' REPORT TO THE SHAREHOLDER
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NUTRI-ACTIVE PTE LTDBALANCE SHEETAs
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NUTRI-ACTIVE PTE LTDCash ¯ows from
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4. OPERATING PROFIT2002 2001$ $Oper
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8. TAX (cont'd)(c)Movements in the
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13. INVENTORIES2002 2001$ $Merchand
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18. NON-CURRENT LIABILITIES Ð BORR
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22. RELATED PARTY TRANSACTIONS (con
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VICTORIA HOUSE PTE LTD(Incorporated
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VICTORIA HOUSE PTE LTDINCOME STATEM
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Page 265 and 266: 7. STAFF COSTSFor theyear ended31 M
Page 267 and 268: 12. FRANCHISE COSTSFranchise costs
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Page 273 and 274: VICTORIA HOUSE PTE LTDINCOME STATEM
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Page 281 and 282: 5. FINANCE INCOME2002 2001$ $Intere
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Page 287 and 288: 21. COMMITMENTS (cont'd)(b)Other co
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Page 291 and 292: AUDITORS' REPORT TO THE SHAREHOLDER
Page 293 and 294: GLOBAL ACTIVE PTE LTDBALANCE SHEETA
Page 295 and 296: GLOBAL ACTIVE PTE LTDNOTES TO THE F
Page 297 and 298: APPENDIX E6GLOBAL ACTIVE LIMITED(In
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Page 301 and 302: GLOBAL ACTIVE LIMITEDAND ITS SUBSID
Page 309 and 310: 4. OPERATING PROFIT/(LOSS)Operating
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Page 321 and 322: 27. COMMITMENTSLease commitmentsCom
Page 323 and 324: 32. EVENTS SUBSEQUENT TO THE BALANC
Page 325 and 326: UNAUDITED INCOME STATEMENT OF USB I
Page 327 and 328: UNAUDITED BALANCE SHEET OF USB INC
Page 329 and 330: Global Active LimitedCorporate Offi
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