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

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9. GENERAL (a) The nature of the business of our Company has been stated earlier in this Prospectus. The corporations which, by virtue of Section 6 of the Act, are deemed to be related to our Company are set out under the section “Companies Within Our Group” on page 94 of this Prospectus. (b) No application for Shares will be allotted or issued on the basis of this Prospectus later than six (6) months after the date of registration of this Prospectus with the Authority. (c) The time of opening of the Application List is stated on page 12 of this Prospectus. (d) The amount payable on application and allotment is S$0.23 for each Offer and Placement Share, and S$0.21 for each Reserved Share. (e) There has been no previous issue of Shares by our Company or offer for sale of its Shares to the public within the two years preceding the date of this Prospectus. (f) No property has been purchased or acquired or proposed to be purchased or acquired by our Company or its subsidiaries which is to be paid for wholly or partly out of the proceeds of the issue of New Shares or the purchase or acquisition of which has not been completed at the date of this Prospectus other than property the contract for the purchase or acquisition whereof was entered into in the ordinary course of business of our Company or its subsidiaries, the contract not being made in contemplation of the Invitation nor the Invitation in consequence of the contract. (g) Save as disclosed on page 139 under the section “Management, Underwriting and Placement Arrangements”, no commission, discount or brokerage has been paid or other special terms granted within the preceding two years or is payable to any Director, promoter, expert, proposed Director or any other person for subscribing or agreeing to subscribe or procuring or agreeing to procure subscription for any shares in or debentures of our Company or its subsidiaries. (h) No sums have been paid or are agreed to be paid to any Director or any firm in which a Director is a partner in cash or in shares or otherwise or to any person to induce him to become a Director or in connection with the promotion of our Company. (i) The preliminary expenses of this issue and of the application for listing is approximately S$10,000 in respect of SGX-ST’s application fee. The expenses payable by our Company in connection with the Invitation, including underwriting commission, brokerage, management fee and all other incidental expenses in relation to this Invitation, are estimated to amount to approximately S$1.7 million which will be borne by our Company. Fees payable to the SGX- ST for the listing are payable by our Company. The breakdown of these estimated expenses is as follows :- S$’000 Listing fees 10 Professional fees 800 Underwriting commission, placement commission and brokerage 527 Miscellaneous expenses 342 Total estimated expenses of the Invitation 1,679 (j) No amount of cash or securities or benefit has been or is intended to be paid or given to any promoter within the two years preceding the date of this Prospectus or is proposed or intended to be paid or given to any promoter at any time in respect of this Invitation. 159
(k) Application monies received by our Company in respect of successful applications (including successfully balloted applications which are subsequently rejected) will be placed in a separate non-interest bearing account with United Overseas Bank <strong>Limited</strong> (the “Receiving Bank”). In the ordinary course of its business, the Receiving Bank will deploy these monies in the interbank money market. All profits derived from the deployment of such moneys will accrute to the Receiving Bank. Any refund of all or part of the application monies to unsuccessful or partially successful applicants will be made without any interest or any share of such net revenue. (l) We intend to continue to recommend BDO <strong>International</strong> for appointment as Auditors of our Company in the foreseeable future. 10. CONSENTS (a) The Auditors and Reporting Accountants have given and have not withdrawn their written consent to the issue of this Prospectus with the inclusion herein of the Accountants’ Report and the letter on the profit estimate of the Group for the financial year ended 31 December 2002 in the form and context in which they appear in this Prospectus and references to its name in the form and context in which it appears in this Prospectus and to act in such capacity in relation to this Prospectus. (b) The Manager, the Registrar and Share Transfer Office, the Underwriter, the Joint Lead Placement Agents, the Receiving Banker, the Principal Bankers, the Solicitors to the Invitation and the Legal Advisers to our Company on PRC law, have each given and have not withdrawn their respective written consents to the issue of this Prospectus with the inclusion herein of their respective names and references to their respective names in the forms and context in which they respectively appear in this Prospectus and to act in such respective capacities in relation to this Prospectus. 11. STATEMENT BY THE MANAGER The Manager acknowledges that, to the best of its knowledge and belief based on the information made available to it by our Company, this Prospectus constitutes full and true disclosure of all material facts about the Invitation and our Company and its subsidiaries and it is not aware of any other facts the omission of which would make any statements herein misleading. The Manager is also satisfied that the profit estimate for the financial year ended 31 December 2002 has been stated by the Directors after due and careful enquiry. 12. STATEMENT BY THE DIRECTORS OF OUR COMPANY The Prospectus has been seen and approved by the Directors of our Company and they collectively and individually accept full responsibility for the truth and accuracy of the information given herein and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading, and that this Prospectus constitutes full and true disclosure of all material facts about the Invitation and our Company and its subsidiaries. The Directors confirm that the profit estimate of our Group for the financial year ended 31 December 2002 set out on page 41 of the Prospectus has been stated by them after due and careful enquiry. 160
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PROSPECTUS DATED 12 MARCH 2003 (Reg
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Page OUR EMPLOYEES ................
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Legal Advisors to our Company : Jin
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GENERAL “Act” : The Companies A
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“PRC” : People’s Republic of
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GLOSSARY OF TECHNICAL TERMS To faci
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shall be deemed to have notice of s
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STRUCTURE OF INVITATION This sectio
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CAUTIONARY NOTE ON FORWARD-LOOKING
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PROSPECTUS SUMMARY The following su
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THE INVITATION Issue Size : 92,000,
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ISSUE PRICE ISSUE STATISTICS NET TA
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RISK FACTORS You should carefully e
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We are dependent on our major custo
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Accordingly, the timing and the qua
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We do not have a fixed dividend pol
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As at 31 January 2003, our Group ha
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SELECTED CONSOLIDATED FINANCIAL INF
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MANAGEMENT’S DISCUSSION AND ANALY
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Operating expenses were 14.0% of tu
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Non-current liabilities Non-current
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OUR HISTORY Our Company was incorpo
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OUR INDUSTRY Apparel is one of the
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Our Group has a portfolio of client
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Pre-Manufacturing Supply Chain Mana
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Post-Manufacturing Supply Chain Man
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Our marketing team is not only well
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COMPETITIVE STRENGTHS Over the year
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Our global operations provide our m
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d. We will expand the scope of our
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OUR MAJOR SUPPLIERS With our global
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CREDIT POLICY Generally, the terms
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Location/Use Approximate Approximat
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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
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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
Page 111 and 112: 3. SIGNIFICANT ACCOUNTING POLICIES
Page 117 and 118: 4. FIXED ASSETS (Cont’d) Leasehol
Page 119 and 120: 4. FIXED ASSETS (Cont’d) Freehold
Page 121 and 122: 5. GOODWILL (Cont’d) Negative Goo
Page 123 and 124: 8. DEFERRED EXPENDITURE (Cont’d)
Page 125 and 126: 10. CURRENT LIABILITIES Group As at
Page 127 and 128: 18. FINANCE LEASE CREDITORS Group A
Page 129 and 130: 24. DEFERRED TAXATION Group As at 3
Page 131 and 132: 26. FOREIGN CURRENCY TRANSLATION RE
Page 133 and 134: 31. FINANCE COSTS Group Financial y
Page 135 and 136: 35. SIGNIFICANT RELATED PARTIES TRA
Page 137 and 138: 39. SEGMENT REPORTING (Cont’d) Ge
Page 139 and 140: (iv) Subsequent to the balance shee
Page 141 and 142: EXCHANGE CONTROLS MALAYSIA Based on
Page 143 and 144: Resultant Number of Issued shares i
Page 145 and 146: Name Present Directorships Past Dir
Page 147 and 148: Name Present Directorships Past Dir
Page 149 and 150: (h) Save as disclosed at page 73 of
Page 151 and 152: (b) Where such Director has given n
Page 153 and 154: Article 122 The Directors may from
Page 155 and 156: Article 42 A reference to a member
Page 157 and 158: Article 35 (A) There shall be no re
Page 159: 5. WORKING CAPITAL The Directors ar
Page 163 and 164: APPENDIX A - TERMS AND CONDITIONS A
Page 165 and 166: 12. In the event of an under-subscr
Page 167 and 168: 7. Your application must be accompa
Page 169 and 170: Applications for Reserved Shares 1.
Page 171 and 172: 4. You irrevocably agree and undert
Page 173 and 174: 10. We do not recognise the existen
Page 175 and 176: Step 1: Click on to DBS Bank websit
Page 177 and 178: General Meetings of Shareholders Th
Page 179 and 180: Singapore courts have wide discreti
Page 181 and 182: Singapore does not impose withholdi
Page 183 and 184: APPENDIX D - RULES OF THE OCEAN SKY
Page 185 and 186: “Rules” The rules of the ESOS,
Page 187 and 188: 4.2 Employees who are either Contro
Page 189 and 190: 9. Rights to Exercise Options 9.1 S
Page 191 and 192: 10.5 If in connection with the maki
Page 193 and 194: 13.3 Any decision of the Committee
Page 195 and 196: 18. Taxes All taxes (including inco
Page 197 and 198: Serial No: To: The Committee Ocean
Page 199 and 200: To: The Committee Ocean Sky Share O
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