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

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Application for Placement Shares by way of Placement Shares Application Forms An applicant who applies for the Placement Shares by way of a Placement Shares Application Form shall not make any separate application for the Placement Shares (using another Placement Shares Application Form) or for the Offer Shares (either using an Offer Share Application Form or by way of an ATM Application). Such separate applications will be deemed to be multiple applications and shall be rejected. In the event that any of the Placement Shares are not taken up, that number of Placement Shares will be made available to satisfy applications for the Offer Shares, to the extent there is an over subscription for the Offer Shares as at the close of the Application List. Additional terms and conditions for the application of the Placement Shares by way of Placement Shares Application Forms are set out on pages A-1 to A-13 in Appendix A of this Prospectus. 15
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS All statements contained in this Prospectus, statements made in the press releases and oral statements that may be made by our Company or our officers, Directors or employees acting on our behalf, that are not statements of historical fact, constitute “forward-looking statements”. Some of these statements can be identified by words that have a bias towards, or are, forward-looking such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “if”, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “will” and “would” or similar words. However, these words are not the exclusive means of identifying forward-looking statements. All statements regarding our Group’s expected financial position, business strategy, plans and prospects and future prospects of our Group’s industry are forward-looking statements. These forward-looking statements, including statements as to our Group’s revenue and profitability, prospects, future plans and other matters discussed in this Prospectus regarding matters that are not historic fact, are only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our Group’s actual, future results, performance or achievements to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. Given the risks and uncertainties that may cause our Group’s future results, performance or achievements to be materially different from that expected, expressed or implied by the forward-looking statements in this Prospectus, undue reliance must not be placed on these statements. Neither our Company nor any other person represents or warrants that our Group’s actual future results, performance or achievements will be as discussed in those statements. Where any update or revision to any of those forward-looking statements to reflect material future developments, events or circumstances is necessary, we will promptly make an announcement of the same to the SGX-ST and the public. SELLING RESTRICTIONS This Prospectus does not constitute an offer, solicitation or invitation to subscribe for and/or purchase our Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. No action has been or will be taken under the requirement of the legislation or regulations of, or of the legal or regulatory authorities of, any jurisdiction, except for the filing and/or registration of this Prospectus in Singapore in order to permit a public offering of our Shares and the public distribution of this Prospectus in Singapore. The distribution of this Prospectus and the offering of our Shares in certain jurisdictions may be restricted by the relevant laws in such jurisdiction. Persons who may come into possession of this Prospectus are required by us, the Underwriters and the Joint Lead Placement Agents to inform themselves about, and to observe and comply with, any such restrictions. PLAN OF DISTRIBUTION The Issue Price is determined by us in consultation with the Manager, the Underwriter and the Joint Lead Placement Agents, based on market conditions and the market demand for our Shares. The Issue Price is the same for all Invitation Shares and is payable in full on application. Offer Shares The Offer Shares are made available to the members of the public in Singapore for subscription at the Issue Price. The terms and conditions and procedures for application and acceptance are described in Appendix A on pages A-1 to A-13 of this Prospectus. Pursuant to the terms and conditions contained in the Management and Underwriting Agreement signed between our Company, the Manager and the Underwriter dated 12 March 2003, the Underwriter have agreed to underwrite our Offer Shares. In the event of an under-subscription for the Offer Shares as at the close of the Application List, that number of Offer Shares not subscribed for shall be made available to satisfy excess application for the Placement Shares to the extent there is an over-subscription for the Placement Shares as at the close of the Application List. 16
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 and 14: shall be deemed to have notice of s
Page 15: STRUCTURE OF INVITATION This sectio
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
Page 71 and 72:
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
Page 87 and 88:
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
Page 143 and 144:
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
Page 169 and 170:
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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