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

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Takeovers The Singapore Companies Act and the Singapore Code on Takeovers and Mergers regulate the acquisition of ordinary shares of public companies and contain certain provisions that may delay, deter or prevent a future takeover or change in control of the Company. Any person acquiring an interest, either on his own or together with parties acting in concert with him, in 30% or more of the voting shares in the Company must extend a takeover offer for the remaining voting shares in accordance with the provisions of the Singapore Code on Takeovers and Mergers. “Parties acting in concert” include a company and its related and associated companies, a company and its directors (including their close relatives), a company and its pension funds and employee share schemes, a person and any investment company, unit trust or other fund whose investment such person manages on a discretionary basis, and a financial advisor and its client in respect of shares held by the financial advisor and shares in the client held by funds managed by the financial advisor on a discretionary basis. An offer for consideration other than cash must be accompanied by a cash alternative at not less than the highest price paid by the offeror or parties acting in concert with the offeror within the preceding six months. A mandatory takeover offer is also required to be made if a person who, together with persons acting in concert with him, holds not less than 30% but not more than 50% of the voting rights and such person, or any person acting in concert with him, acquires in any period of six months additional shares carrying more than 1% of the voting rights. Liquidation or Other Return of Capital If the Company liquidates or in the event of any other return of capital, holders of ordinary shares will be entitled to participate in any surplus assets in proportion to their shareholdings, subject to any special rights attaching to any other class of shares. Indemnity As permitted by Singapore law, the Articles provide that, subject to the Singapore Companies Act, the Board of Directors and officers shall be entitled to be indemnified by the Company against any liability incurred in defending any proceedings, whether civil or criminal, which relate to anything done or omitted to have been done as an officer, director or employee and in which judgment is given in their favour or in which they are acquitted or in connection with any application under any statute for relief from liability in respect thereof in which relief is granted by the court. The Company may not indemnify directors and officers against any liability which by law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Company. Limitations on Rights to Hold or Vote Shares Except as described in “Voting Rights” and “Takeovers” above, there are no limitations imposed by Singapore law or by the Articles on the rights of non-resident shareholders to hold or vote ordinary shares. Minority Rights The rights of minority shareholders of Singapore-incorporated companies are protected under Section 216 of the Singapore Companies Act, which gives the Singapore courts a general power to make any order, upon application by any shareholder of the Company, as they think fit to remedy any of the following situations: (a) the affairs of the Company are being conducted or the powers of the Board of Directors are being exercised in a manner oppressive to, or in disregard of the interests of, one or more of the shareholders; or (b) the Company takes an action, or threatens to take an action, or the shareholders pass a resolution, or propose to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or more of the shareholders, including the applicant. B - 3
Singapore courts have wide discretion as to the reliefs they may grant and those reliefs are in no way limited to those listed in the Singapore Companies Act itself. Without prejudice to the foregoing, Singapore courts may: (a) direct or prohibit any act or cancel or vary any transaction or resolution; (b) regulate the conduct of the affairs of the Company in the future; (c) authorise civil proceedings to be brought in the name of, or on behalf of, the Company by a person or persons and on such terms as the court may direct; (d) provide for the purchase of a minority shareholder’s shares by the other shareholders or by the Company and, in the case of a purchase of shares by the Company, a corresponding reduction of its share capital; (e) provide that the Memorandum of Association or the Articles be amended; or (f) provide that the Company be wound up. B - 4
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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
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2. BASIS OF PRESENTATION OF FINANCI
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3. SIGNIFICANT ACCOUNTING POLICIES
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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
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 and 160: 5. WORKING CAPITAL The Directors ar
Page 161 and 162: (k) Application monies received by
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: General Meetings of Shareholders Th
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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