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

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The next phase of our growth will see us expanding the scope of our SCM services and also into other domains of the value chain of apparel business, such as fabric manufacturing and processing. We will also expand beyond our existing markets. We will continue our commitment to produce high quality products and implement internal control and tracking systems that will improve our efficiency and productivity. Details of our prospects and future plans are set out on pages 57 to 58 of this Prospectus under the heading “Prospects and Future Plans”. Our principal and registered office is located at 22 Tampines Street 92, Singapore 528876. Our telephone number is (+65) 6789-9988 and our internet website is at http://www.oceanskyintl.com. Information contained in our website does not constitute part of this Prospectus. 19
THE INVITATION Issue Size : 92,000,000 Invitation Shares comprising 9,200,000 Offer Shares and 82,800,000 Placement Shares. The Invitation Shares will, upon issue and allotment, rank pari passu in all respects with our existing issued Shares. Issue Price : S$0.23 for each Invitation Share (except in the case of the Reserved Shares to be offered to the management and staff, business associates and those who have contributed to the success of our Group, where the price is $0.21 for each such Reserved Share). Purpose of Invitation : Our Directors consider that the listing and quotation of our Shares on the Official List of the SGX-ST will enhance our public image and enable us to tap the capital markets for the expansion of our business operations. The Invitation will also provide the members of the public, our Group’s management, staff, business associates and those who have contributed to the success of our Group with an opportunity to participate in the equity of our Company. Use of Proceeds : The net proceeds attributable to us from the issue of our New Shares (after deducting the estimated expenses in relation to the Invitation) will be approximately S$19.3 million. We intend to use the net proceeds for the following purposes:- (i) approximately S$6.0 million for the setting up and expansion of production facilities in locations such as Central America, the PRC, Brunei and Cambodia; (ii) approximately S$4.0 million for our expansion through potential acquisitions, joint ventures and/or strategic alliances in fabric and textile manufacturing, where the opportunity arises, failing which the funds will be used for our general working capital requirements; (iii) approximately S$1.5 million for investment in developing embroidery and screen printing services; (iv) approximately S$2.1 million to finance our knitting plant in the US; and (v) approximately S$0.5 million for the expansion and improvement of our pre-manufacturing supply chain management services in the areas of fabric & accessories sourcing, product development, design & trend services and technical & sampling; (vi) approximately S$3.0 million for the implementation of the new ERP and real-time production systems; (vii) the balance for use as general working capital for our Group. While we have from time to time had preliminary discussions regarding potential investments, joint ventures and acquisitions in the ordinary course of our business, we do not currently have any agreements or understandings to make any such investment, joint venture or acquisition. 20
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 and 16: STRUCTURE OF INVITATION This sectio
Page 17 and 18: CAUTIONARY NOTE ON FORWARD-LOOKING
Page 19: PROSPECTUS SUMMARY The following su
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
Page 69 and 70: MANAGEMENT Our day-to-day operation
Page 71 and 72:
Lee Ching Lian Bernadette Ms Lee Ch
Page 73 and 74:
MANAGEMENT REPORTING STRUCTURE Our
Page 75 and 76:
DIRECTORS’ AND EXECUTIVE OFFICERS
Page 77 and 78:
OCEAN SKY SHARE OPTION SCHEME We ha
Page 79 and 80:
Issue Price The Exercise Price (as
Page 81 and 82:
SGX-ST Requirements The Company sha
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(B) Audit Committee Our business an
Page 85 and 86:
INTERESTED PERSONS TRANSACTIONS Sav
Page 87 and 88:
Consultancy Services Our Non-Execut
Page 89 and 90:
POTENTIAL CONFLICT OF INTERESTS Ang
Page 91 and 92:
Details of the changes in the issue
Page 93 and 94:
OWNERSHIP STRUCTURE AND PRINCIPAL S
Page 95 and 96:
COMPANIES WITHIN OUR GROUP The deta
Page 97 and 98:
LETTER FROM AUDITORS AND REPORTING
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GROUP BALANCE SHEETS Non-current as
Page 101 and 102:
GROUP STATEMENTS OF CHANGES IN SHAR
Page 103 and 104:
GROUP STATEMENTS OF CASH FLOWS (Con
Page 105 and 106:
STATEMENTS OF ADJUSTMENTS 31 Decemb
Page 107 and 108:
STATEMENTS OF ADJUSTMENTS (Cont’d
Page 109 and 110:
2. BASIS OF PRESENTATION OF FINANCI
Page 111 and 112:
3. SIGNIFICANT ACCOUNTING POLICIES
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
4. FIXED ASSETS (Cont’d) Leasehol
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4. FIXED ASSETS (Cont’d) Freehold
Page 121 and 122:
5. GOODWILL (Cont’d) Negative Goo
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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
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24. DEFERRED TAXATION Group As at 3
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26. FOREIGN CURRENCY TRANSLATION RE
Page 133 and 134:
31. FINANCE COSTS Group Financial y
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35. SIGNIFICANT RELATED PARTIES TRA
Page 137 and 138:
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
Page 145 and 146:
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
Page 151 and 152:
(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
Page 167 and 168:
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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