Ocean Sky International Limited - Ocean Sky International Ltd ...

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INDICATIVE TIMETABLE FOR LISTING In accordance with the Stock Exchange’s News Release of 28 May 1993 on the trading of initial public offering shares on a “when issued” basis, the indicative timetable is set out below for the reference of applicants:- Indicative date/time Event 20 March 2003, 12.00 noon Close of Application List 21 March 2003 Balloting of applications, or otherwise as may be approved by the SGX-ST (in the event of an oversubscription for the Offer Shares) 24 March 2003, 9.00 a.m. Commence trading on a “when issued” basis 31 March 2003 Last day of trading on a “when issued” basis 1 April 2003, 9.00 a.m. Commence trading on a “ready” basis 4 April 2003 Settlement date for all trades done on a “when issued” basis and for trades done on a “ready” basis on 1 April 2003 The above timetable is only indicative as it assumes that the date of closing of the Application List will be on 20 March 2003, the date of admission of our Shares to the Official List of the SGX-ST will be 24 March 2003, the Stock Exchange’s shareholding spread requirement will be complied with and the Invitation Shares will be issued and fully paid-up prior to 24 March 2003. The actual date on which our Shares will commence trading on a “when issued” basis will be announced when it is confirmed by the Stock Exchange. The above timetable and procedure may be subject to such modification as the Stock Exchange 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 Stock Exchange. All persons trading in our Shares on a “when issued” basis do so at their own risk. In particular, persons trading in our Shares before their Securities Accounts with the CDP 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 allocated with 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. In the event of any changes in the closure of the Application List or the time period during which the Invitation is open, we will publicly announce the same:- (i) through a MASNET announcement to be posted on the Internet at the SGX-ST Web-site http://www.sgx.com; and (ii) in a local English newspaper, namely, The Straits Times. Investors should consult the SGX-ST announcement on “ready” listing date on the Internet (at the SGX- ST website http://www.sgx.com), INTV or the newspapers, or check with their brokers on the date on which trading on a “ready” basis will commence. We will provide details of the results of the Invitation through the channels in (i) and (ii) above. 13
STRUCTURE OF INVITATION This section should be read in conjunction with, and is qualified in its entirety by reference to, the section entitled “Terms and Conditions and Procedures For Application” in Appendix A of this Prospectus. The Invitation comprises:- (a) 9,200,000 Offer Shares at S$0.23 for each Offer Share by way of public offer; and (b) 82,800,000 Placement Shares by way of placement, comprising:- (i) minimum of 79,300,000 Placement Shares at S$0.23 for each Placement Share for application by way of Placement Shares Application Forms; and (ii) up to 3,500,000 Reserved Shares at S$0.21 for each Reserved Share reserved for management and staff, business associates and those who have contributed to the success of our Group, payable in full on application. The Invitation is open for application by members of the public in Singapore, subject to and on the terms and conditions in this Prospectus (including Appendix A). Applications for the Invitation Shares may be made using the following methods:- Application for Offer Shares by way of Offer Shares Application Forms or ATM Applications Applications for the Offer Shares may only be made by way of the printed Offer Shares Application Forms or through ATMs belonging to the Participating Banks. An applicant (other than an approved nominee company) who has made an application for Offer Shares in his own name may not submit another separate application for Offer Shares whether by way of an Application Form or by way of an ATM Application, for any other person. Such separate applications shall be deemed to be multiple applications and shall be rejected. An applicant who has made an application for Offer Shares by way of an Offer Shares Application Form may not make another separate application for Offer Shares by way of an ATM Application and vice versa. Such separate applications shall be deemed to be multiple applications and shall be rejected. An applicant who has made an application for Offer Shares either by way of an Offer Shares Application Form or by way of an ATM Application shall not make any separate application for Placement Shares by way a Placement Shares Application Form. Such separate application shall be deemed to be multiple applications and shall be rejected. In the event of an under-subscription for the Offer Shares as at the close of the Application List, that number of Offer Shares shall be made available to satisfy applications for the Placement Shares, to the extent there are excess applications for the Placement Shares as at the close of the Application List. In the event of an over-subscription for the Offer Shares as at the close of the Application List and the Placement Shares are fully taken up as at the close of the Application List, the successful applications for Offer Shares will be determined by ballot or otherwise as determined by our Directors and approved by the SGX-ST. Additional terms and conditions for the application of Offer Shares by way of Application Forms and ATM Applications are set out on pages A-1 to A-13 in Appendix A of this Prospectus. 14
Page 1 and 2: PROSPECTUS DATED 12 MARCH 2003 (Reg
Page 3 and 4: Page OUR EMPLOYEES ................
Page 5 and 6: Legal Advisors to our Company : Jin
Page 7 and 8: GENERAL “Act” : The Companies A
Page 9 and 10: “PRC” : People’s Republic of
Page 11 and 12: GLOSSARY OF TECHNICAL TERMS To faci
Page 13: shall be deemed to have notice of s
Page 17 and 18: CAUTIONARY NOTE ON FORWARD-LOOKING
Page 19 and 20: PROSPECTUS SUMMARY The following su
Page 21 and 22: THE INVITATION Issue Size : 92,000,
Page 23 and 24: ISSUE PRICE ISSUE STATISTICS NET TA
Page 25 and 26: RISK FACTORS You should carefully e
Page 27 and 28: We are dependent on our major custo
Page 29 and 30: Accordingly, the timing and the qua
Page 31 and 32: We do not have a fixed dividend pol
Page 33 and 34: As at 31 January 2003, our Group ha
Page 35 and 36: SELECTED CONSOLIDATED FINANCIAL INF
Page 37 and 38: MANAGEMENT’S DISCUSSION AND ANALY
Page 39 and 40: Operating expenses were 14.0% of tu
Page 41 and 42: Non-current liabilities Non-current
Page 43 and 44: OUR HISTORY Our Company was incorpo
Page 45 and 46: OUR INDUSTRY Apparel is one of the
Page 47 and 48: Our Group has a portfolio of client
Page 49 and 50: Pre-Manufacturing Supply Chain Mana
Page 51 and 52: Post-Manufacturing Supply Chain Man
Page 53 and 54: Our marketing team is not only well
Page 55 and 56: COMPETITIVE STRENGTHS Over the year
Page 57 and 58: Our global operations provide our m
Page 59 and 60: d. We will expand the scope of our
Page 61 and 62: OUR MAJOR SUPPLIERS With our global
Page 63 and 64: CREDIT POLICY Generally, the terms
Page 65 and 66:
Location/Use Approximate Approximat
Page 67 and 68:
DIRECTORS, MANAGEMENT AND STAFF DIR
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MANAGEMENT Our day-to-day operation
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Lee Ching Lian Bernadette Ms Lee Ch
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MANAGEMENT REPORTING STRUCTURE Our
Page 75 and 76:
DIRECTORS’ AND EXECUTIVE OFFICERS
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OCEAN SKY SHARE OPTION SCHEME We ha
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Issue Price The Exercise Price (as
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SGX-ST Requirements The Company sha
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(B) Audit Committee Our business an
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INTERESTED PERSONS TRANSACTIONS Sav
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Consultancy Services Our Non-Execut
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POTENTIAL CONFLICT OF INTERESTS Ang
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Details of the changes in the issue
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OWNERSHIP STRUCTURE AND PRINCIPAL S
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COMPANIES WITHIN OUR GROUP The deta
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LETTER FROM AUDITORS AND REPORTING
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GROUP BALANCE SHEETS Non-current as
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GROUP STATEMENTS OF CHANGES IN SHAR
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GROUP STATEMENTS OF CASH FLOWS (Con
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STATEMENTS OF ADJUSTMENTS 31 Decemb
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STATEMENTS OF ADJUSTMENTS (Cont’d
Page 109 and 110:
2. BASIS OF PRESENTATION OF FINANCI
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3. SIGNIFICANT ACCOUNTING POLICIES
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Page 115 and 116:
Page 117 and 118:
4. FIXED ASSETS (Cont’d) Leasehol
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4. FIXED ASSETS (Cont’d) Freehold
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5. GOODWILL (Cont’d) Negative Goo
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8. DEFERRED EXPENDITURE (Cont’d)
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10. CURRENT LIABILITIES Group As at
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18. FINANCE LEASE CREDITORS Group A
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24. DEFERRED TAXATION Group As at 3
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26. FOREIGN CURRENCY TRANSLATION RE
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31. FINANCE COSTS Group Financial y
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35. SIGNIFICANT RELATED PARTIES TRA
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39. SEGMENT REPORTING (Cont’d) Ge
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(iv) Subsequent to the balance shee
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EXCHANGE CONTROLS MALAYSIA Based on
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Resultant Number of Issued shares i
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Name Present Directorships Past Dir
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Name Present Directorships Past Dir
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(h) Save as disclosed at page 73 of
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(b) Where such Director has given n
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Article 122 The Directors may from
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Article 42 A reference to a member
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Article 35 (A) There shall be no re
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5. WORKING CAPITAL The Directors ar
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(k) Application monies received by
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APPENDIX A - TERMS AND CONDITIONS A
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12. In the event of an under-subscr
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7. Your application must be accompa
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Applications for Reserved Shares 1.
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4. You irrevocably agree and undert
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10. We do not recognise the existen
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Step 1: Click on to DBS Bank websit
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General Meetings of Shareholders Th
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Singapore courts have wide discreti
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Singapore does not impose withholdi
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APPENDIX D - RULES OF THE OCEAN SKY
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“Rules” The rules of the ESOS,
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4.2 Employees who are either Contro
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9. Rights to Exercise Options 9.1 S
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10.5 If in connection with the maki
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13.3 Any decision of the Committee
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18. Taxes All taxes (including inco
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Serial No: To: The Committee Ocean
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To: The Committee Ocean Sky Share O
Page 201:
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