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

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� changes in, or our failure to meet, securities analysts’ expectations;<br />

� changes in market valuations of other similar companies;<br />

� legislative and regulatory developments affecting the apparel and textile industries;<br />

� developments in the apparel and textile industries;<br />

� investor perception of investments relating to Asia;<br />

� broad share price fluctuations;<br />

� involvement in litigation; and<br />

� general market conditions and other factors beyond our control.<br />

Future sales of our Shares could affect our Share price<br />

Any future sale or availability of the Shares can have a downward pressure on our share price.<br />

There will be 385,661,720 Shares immediately following the Invitation. Such Shares, except for those<br />

under moratorium, may be sold in the public market in Singapore. Please refer to “Moratorium” on page<br />

92 of this Prospectus for more details on the moratorium.<br />

The sale of a significant number of Shares, including these Shares which are subject to moratorium, in<br />

the public market after the Invitation, or the perception that such sales may occur, could materially and<br />

adversely affect the market price of the Shares. These factors would also affect our ability to raise funds<br />

in new Share offerings.<br />

Except otherwise described in the section entitled “Moratorium” in this Prospectus, there will be no<br />

restrictions on the ability of the substantial Shareholders to sell their Shares either on the SGX-ST or<br />

otherwise.<br />

Overseas Shareholders may not be able to participate in rights offerings or certain other equity<br />

issues<br />

If we offer or cause to be offered to holders of our Shares rights to subscribe for additional Shares or any<br />

right of any other nature, we will have discretion or we may be subject to regulations as to the procedure<br />

to be followed in making such rights available to holders of Shares or in disposing of such rights for the<br />

benefit of such holders and making the net proceeds available to such holders. We may not offer such<br />

rights to the holders of Shares having an address in jurisdictions outside Singapore. Accordingly,<br />

Shareholders having an address outside Singapore may be unable to participate in rights offerings and<br />

may experience a dilution in their holdings as a result.<br />

New investors will incur immediate dilution and may experience further dilution<br />

The Invitation Price of our Shares is substantially higher than the NTA per share of S$0.10 (after the<br />

payment of interim dividend and adjusted for the net proceeds from the Invitation) as at 30 June 2002. If<br />

we were liquidated for NTA immediately following this Invitation, each shareholder subscribing to this<br />

Invitation would receive less than the price they paid for their shares. In addition, we have or intend to<br />

grant our employees share options to acquire our shares under the scheme adopted by us. To the extent<br />

such outstanding options are ultimately exercised, there will be further dilution to investors participating in<br />

this Invitation.<br />

We may require additional funding for our future growth which might lead to dilution<br />

Our operating expenses and capital requirements can be affected by (1) the success of our operations;<br />

(2) the level of resources to attract, maintain and expand our customer base and maintain our<br />

infrastructure and facilities; and (3) the need to incorporate the latest technologies and enhance our<br />

operational capabilities.<br />

27

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