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

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15. Modifications to the ESOS 15.1 Any or all the provisions of the ESOS may be modified and/or altered at any time and from time to time by resolution of the Committee, except that:- (a) no modification or alteration shall alter adversely the rights attaching to any Option granted prior to such modification or alteration except with the consent in writing of such number of Participants who, if they exercised their Options in full, would thereby become entitled to not less than three quarters in nominal amount of all the Shares which would fall to be allotted upon exercise in full of all outstanding Options; and (b) the definitions of “Group”, “Group Employee”, “Associated Company”, “Associated Company Employee”, “Controlling Shareholder”, “Participant”, “Committee”, “Option Period” and “Exercise Price” and the provisions of Rules 4, 5, 6, 7, 8, 10, 11.1, 11.6, 12, 13 and this Rule 15 shall not be altered to the advantage of Participants except with the prior approval of the Company’s Shareholders in general meeting; and (c) no listing or quotation of new shares issued pursuant to any modification or alteration shall be made without the prior approval of the SGX-ST, or any other stock exchange on which the Shares are quoted or listed, and such other regulatory authorities as may be necessary. 15.2 Notwithstanding anything to the contrary contained in Rule 15.1, the Committee may at any time by resolution (and without other formality) amend or alter the ESOS in any way to the extent necessary to cause the ESOS to comply with any statutory provision or the provision or the regulations of any regulatory or other relevant authority or body (including the SGX-ST). 15.3 Written notice of any modification or alteration made in accordance with this Rule 15 shall be given to all Participants. 15.4 Shareholders who are eligible to participate in the Scheme must abstain from voting on any resolution relating to the Scheme (other than a resolution relating to the participation of, or grant of, Options to the Employees). 15.5 Employees who are also Shareholders and are eligible to participate in the Scheme must abstain from voting on any resolution relating to the participation of, or grant of Options to the Employees. 16. Terms of Employment Unaffected The terms of employment of a Participant (who is a Group Employee) shall not be affected by his participation in the ESOS, which shall neither form part of such terms nor entitle him to take into account such participation in calculating any compensation or damages on the termination of his employment for any reason. 17. Duration of the ESOS 17.1 The ESOS shall continue to be in force at the discretion of the Committee, subject to a maximum period of ten (10) years commencing on the Adoption Date, provided always that the ESOS may continue beyond the above stipulated period with the approval of the Company’s Shareholders by ordinary resolution in general meeting and of any relevant authorities which may then be required. 17.2 The ESOS may be terminated at any time by the Committee or by resolution of the Company in general meeting subject to all relevant approvals which may be required and if the ESOS is so terminated, no further Options shall be offered by the Company hereunder. 17.3 The termination of the ESOS shall not affect Options which have been granted and ESOS accepted as provided in Rule 7.2, whether such Options have been exercised (whether fully or partially) or not. D - 12
18. Taxes All taxes (including income tax) arising from the exercise of any Option granted to any Participant under the ESOS shall be borne by that Participant. 19. Costs and Expenses 19.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with the issue and allotment of any Shares pursuant to the exercise of any Option in CDP’s name, the deposit of share certificate(s) with CDP, the Participant’s securities account with CDP, or the Participant’s securities sub-account with a CDP Depository Agent, or CPF investment account with a CPF agent bank (collectively, the “CDP Charges”). 19.2 Save for the taxes referred to in Rule 18 and such other costs and expenses expressly provided in the ESOS to be payable by the Participants, all fees, costs and expenses incurred by the Company in relation to the ESOS including but not limited to the fees, costs and expenses relating to the allotment and issue of Shares pursuant to the exercise of any Option shall be borne by the Company. 20. Disclaimer of Liability Notwithstanding any provisions herein contained, the Board, the Committee and the Company shall not under any circumstances be held liable for any costs, losses, expenses and damages whatsoever and howsoever arising in any event, including but not limited to the Company’s delay in issuing the Shares or applying for or procuring the listing of the Shares on the SGX-ST in accordance with Rule 11.4 (and any other stock exchange on which the Shares are quoted or listed). 21. Disputes Any disputes or differences of any nature arising hereunder shall be referred to the Committee and its decision shall be final and binding in all respects. 22. Condition of Option Every Option shall be subject to the condition that no Shares shall be issued pursuant to the exercise of an Option if such issue would be contrary to any law or enactment, or any rules or regulations of any legislative or non-legislative governing body for the time being in force in Singapore or any other relevant country having jurisdiction in relation to the issue of Shares hereto. 23. Governing Law The ESOS shall be governed by, and construed in accordance with, the laws of the Republic of Singapore. The Participants, by accepting Options in accordance with the ESOS, and the Company submit to the exclusive jurisdiction of the courts of the Republic of Singapore. D - 13
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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
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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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Page 145 and 146: Name Present Directorships Past Dir
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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
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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
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