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

The annual rent for the subsequent years under the new lease is as follows :-
Year Rent per year (US$)
2003 42,000
2004 46,200
2005 50,400
2006 54,600
2007 58,800
2008 63,000
2009 67,200
2010 71,400
2011 75,600
2012 79,800
2013 onwards 79,800
The rent to be paid in 2003 is less than 1% of our profit before tax for FY2002.
The rent paid and to be paid by Suntex on the premises is reflective of the market rental rates in
Cambodia. Our Directors are of the view that the terms of the lease with SI are fair and on arms’ length
basis, and we intend to continue with such lease for as long as it is beneficial to our Group or until we
are able to procure alternative premises at a competitive rental. We are not seeking a shareholders’
mandate in relation to the abovementioned interested person transaction with SI as we do not expect the
value of the transaction to be material. We will, however, comply with the requirements of the SGX-ST
Listing Manual and (if necessary) obtain the approval from the Shareholders for any future similar
transactions with SI.
REVIEW PROCEDURES FOR FUTURE INTERESTED PERSONS TRANSACTIONS
The Audit Committee, when formed, will review and approve all interested persons transactions to ensure
that they are on arms’ length basis, that is, the transactions with the interested person are transacted on
terms and prices not more favourable to the interested person than if they were transacted with a third
party and that our Company has not been disadvantaged in any other way. Our Company will prepare
relevant information to assist the Audit Committee in its review. Before any agreement or arrangement
that is not in the ordinary course of business of our Group is transacted, prior approval must be obtained
from the Audit Committee. In the event that a member of the Audit Committee is interested in any of the
interested persons transactions, he will abstain from reviewing that particular transaction. Any decision to
proceed with such agreement or arrangement would be recorded for review by the Audit Committee.
Prior to the renewal of the lease agreement between Suntex and SI (as stated in this Prospectus under
the section “Current Interested Persons Transaction”), we will compare the new rental rates to the then
prevailing market rental rates to ensure that the new rental rates are reflective of the then prevailing
market rental rates in Cambodia. In addition, an annual review by the Audit Committee will be carried out
to ensure that the terms of the renewal are fair and on arms’ length basis.
Our Company will also comply with the provisions in Chapter 9 of the SGX-ST Listing Manual in respect
of all future interested persons transactions and if required under the SGX-ST Listing Manual or the Act,
our Company will seek Shareholders’ approval for such transactions.
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