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As at the Latest Practicable Date, Victoria House (M) has opened 13 GNC retail outlets in Malaysiaand franchise agreements have been entered into between GNC and Victoria House (M) inconnection with the establishment of 13 GNC retail outlets in Malaysia.Victoria House entered into a Development Agreement with GNC Inc in October 2001 for theestablishment and operation of GNC retail outlets in Brunei. In August 2002, Victoria House enteredinto a joint venture with QAF Investments to set up GNC retail outlets in Brunei. In this connection,Victoria House assigned its rights in the Development Agreement in relation to the territory of Bruneito Victoria House (B).Our ®rst GNC retail outlet was opened by Victoria House (B) in Bandar Seri Begawan in October 2002and a Franchise Agreement has been entered into between GNC Inc and Victoria House (B) inconnection with the establishment of such outlet.Our arrangement in the PRCThrough Victoria House (C), we have entered into Development and Distribution Agreements with GNCInc in relation to the territory of the PRC (excluding Hong Kong, Macau and United States militarybases therein). Depending on the legal environment in the PRC, we may enter into joint ventures toopen and operate retail outlets in the PRC and appoint sub-distributors to distribute productsdirectly in the PRC. We have proceeded with product registration in the PRC for the products weintend to distribute or sell in the PRC and we will review the legal position and decide whether toenter into joint ventures or appoint sub-distributors accordingly, when we are ready to distribute orsell the products (after obtaining registration) in the PRC.Our arrangement in relation to USB's operations in certain US military and naval bases in Japanand KoreaWith our acquisition of USB, we acquired 12 existing GNC franchises relating to the operation of 12retail outlets located in certain US military and naval bases in Japan and Korea. There is currently noDevelopment Agreement with GNC Inc in relation to all US military and naval bases in Japan andKorea. As and when we identify a US military and/or naval base in Japan and Korea in which we areinterested in opening and operating a GNC retail outlet, we will negotiate with GNC Inc for franchiserights to do so.A Franchise Agreement is entered into with GNC Inc in relation to each of the GNC retail outlet locatedat the US military and naval bases in Japan and Korea. The terms of these Franchise Agreements arelargely similar to the franchise agreement for our operations in Singapore, Malaysia and Brunei.However, the term of each of the franchise agreements for our GNC retail outlet located at the USmilitary and/or naval bases in Japan and Korea (``USB Franchise Agreement'') is generally 5 years(with an option to renew for 2 further 5 year periods) and a majority of the Franchise Agreements inrelation to these operations which existed before June 2003 have been zero-timed to commence from1 June 2003. In addition, under the USB Franchise Agreement, a termination of our agreement withAAFES or other United States military organization or our breach of our obligations under suchagreement are grounds on which the relevant USB Franchise Agreement may be terminated. TheUSB Franchise Agreement also requires us to comply with the laws of the United States in the saleof nutraceutical products at such US military and/or naval bases.There is no Distribution Agreement which relates speci®cally to our operations in the US military andnaval bases. Through Nutri-Active, we continue to supply USB with the products to sell at the existingretail outlets located in US military and/or naval bases in Japan and Korea.88
PROPERTY, PLANT AND EQUIPMENTOur Group owns or leases the following properties:±Properties owned by Nutri-Active as at the Latest Practicable Date:±Location Description TenureNo. 9 Ubi CrescentUbi TeckParkSingapore 408572Gross FloorArea (sq m)RemarksWarehouse 60 years 420.50 This property was acquired byNutri-Active on 1 January 2000 and ismortgaged to UOB for a loan fromUOB to ®nance its acquisition.Properties leased by Victoria House as at the Latest Practicable Date:±Location1 Anchorpoint Shopping Centre370 Alexandra Road # B1-24Singapore 1599532 Ang Mo Kio CentralBlock 705 Ang Mo Kio Avenue 8# 01-2569Singapore 5607053 Bedok CentralBlk 205 Bedok North Centre St 1# 01-371Singapore 4602054 Bukit Timah PlazaBukit Timah Road1 Jalan Anak Bukit # B2-02Singapore 5889965 Caltex House30 Raf¯es Place# 01-35 Caltex HouseSingapore 0486226 Causeway Point1 Woodlands Square # 01-17Singapore 7380997 Centrepoint176 Orchard Road # 02-24ASingapore 2388438 China Sq. Central18 Cross Street # B1-01Singapore 0484239 Chinatown Point133 New Bridge Road# 01-37/38Singapore 05941310 CityLink Mall1 Raf¯es Link # B1-51Singapore 03939311 Clementi CentralBlock 442 Clementi Avenue 3# 01-109Singapore 12044212 Compass Point1 Sengkang Sq # B1-47Singapore 54507813 Forum, The Shopping Mall583 Orchard Road # B1-21Singapore 238877DescriptionGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletGNC retailoutletCommencementof tenancyGrossFloor Area(sq m)Lessor17 August 2003 44.00 Anchor DevelopmentsPte Ltd1 July 2001 26.00 Kim Bian Huat Brother'sCo.21 March 2002 26.00 Ng Ah Yeok T/A Lee KavTextile15 August 2001 42.42 Lee Kai Siong and WongPoh Lin1 July 2001 60.00 Savu Properties Ltd18 December 2001 23.01 Hermill Investment Pte Ltd16 March 2001 41.99 Emerald Hill DevelopmentPte Ltd1 May 2002 31.00 Unicorn Square Ltd15 October 2003 66.00 City Centrepoint Pte Ltd1 May 2003 42.99 HKL (Esplanade) Pte Ltd1 June 2001 26.24 Lim Hwa Hee, Lim MuiLee, Theng Koh Huat1 August 2002 27.25 Nasidon Investment PteLtd29 June 2001 50.98 Hermill Investment Pte Ltd89
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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
Page 42 and 43: AUDITED CONSOLIDATED FINANCIAL POSI
Page 44 and 45: GMP-certi®ed plants. Sale of our p
Page 46 and 47: Administrative expenses comprise ma
Page 48 and 49: The contribution by third party pro
Page 50 and 51: The above increase in gross profit
Page 52 and 53: Current LiabilitiesOur current liab
Page 54 and 55: Based on the above, our Directors a
Page 56 and 57: DIVIDEND POLICYWe have not paid any
Page 58 and 59: After listing, our Directors who ha
Page 60 and 61: GENERAL INFORMATION ON OUR COMPANY
Page 62 and 63: Our authorised share capital and sh
Page 64 and 65: The interests and voting rights of
Page 66 and 67: Following the Restructuring Exercis
Page 68 and 69: USB also agreed with DB that in the
Page 70 and 71: Nutri-Active is the distributor of
Page 72 and 73: We have been consistently recognise
Page 74 and 75: BUSINESSNUTRACEUTICALS Ð THE PRODU
Page 76 and 77: Our GNC products cover the entire s
Page 78 and 79: All our GNC retail outlets comply w
Page 80 and 81: consignment basis. If not for these
Page 82 and 83: QUALITY ASSURANCEThe import, distri
Page 84 and 85: MAJOR SUPPLIERSNutri-Active and Vic
Page 86 and 87: We welcome feedback from our custom
Page 88 and 89: BUSINESS ARRANGEMENTS WITH GNC INCT
Page 90 and 91: insolvent or a receiver or other cu
Page 94 and 95: Location14 Geylang Serai15 Tanjong
Page 96 and 97: Location49 Turf City200 Turf Club R
Page 98 and 99: INSURANCEINSURANCEWe are covered by
Page 100 and 101: Management Organisation ChartGlobal
Page 102 and 103: Mr Tan Seng Leong was appointed as
Page 104 and 105: Name List of Present Directorships
Page 106 and 107: Ms Leo Mui Leng joined Nutri-Active
Page 108 and 109: The breakdown of our staff as at th
Page 110 and 111: SERVICE AGREEMENTSOn 23 December 20
Page 112 and 113: CORPORATE GOVERNANCEOur Company wil
Page 114 and 115: INTERESTED PERSON TRANSACTIONSSave
Page 117 and 118: On 22 August 2003, an agreement was
Page 119 and 120: Our Audit Committee is of the view
Page 121 and 122: (d)(e)(f)(g)(h)(i)Residents with no
Page 123 and 124: In addition, Nutri-Active (M) has a
Page 125 and 126: TAXATIONThe following is a discussi
Page 127 and 128: 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
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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$ $ $S
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14. DUE FROM ASSOCIATED COMPANIES20
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20. DEFERRED INCOME TAXESMovements
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24. CASH AND CASH EQUIVALENTSFor th
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30. FINANCIAL RISK MANAGEMENTThe Gr
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35. STATEMENT OF ADJUSTMENTS (cont'
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APPENDIX E1NUTRI-ACTIVE PTE LTD(Inc
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AUDITORS' REPORT TO THE SHAREHOLDER
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NUTRI-ACTIVE PTE LTDBALANCE SHEETAs
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NUTRI-ACTIVE PTE LTDNOTES TO THE FI
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4. OPERATING PROFIT (cont'd)For the
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8. TAX (cont'd)(e)Composition of de
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15. IMMEDIATE AND ULTIMATE HOLDING
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21. COMMITMENTS FOR EXPENDITURE(a)
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APPENDIX E2NUTRI-ACTIVE PTE LTD(Inc
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NUTRI-ACTIVE PTE LTDBALANCE SHEETAs
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NUTRI-ACTIVE PTE LTDCash ¯ows from
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4. OPERATING PROFIT2002 2001$ $Oper
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8. TAX (cont'd)(c)Movements in the
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13. INVENTORIES2002 2001$ $Merchand
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18. NON-CURRENT LIABILITIES Ð BORR
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22. RELATED PARTY TRANSACTIONS (con
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VICTORIA HOUSE PTE LTD(Incorporated
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VICTORIA HOUSE PTE LTDINCOME STATEM
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VICTORIA HOUSE PTE LTDSTATEMENT OF
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7. STAFF COSTSFor theyear ended31 M
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12. FRANCHISE COSTSFranchise costs
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21. RELATED PARTY TRANSACTIONSThe f
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VICTORIA HOUSE PTE LTD(Incorporated
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VICTORIA HOUSE PTE LTDINCOME STATEM
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VICTORIA HOUSE PTE LTDSTATEMENT OF
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VICTORIA HOUSE PTE LTDNOTES TO THE
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5. FINANCE INCOME2002 2001$ $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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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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