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

Recommendations

Info

“Invitation” : The invitation to the public in respect of the Invitation Shares, subject to and on the terms and conditions of this Prospectus “Invitation Shares” : 92,000,000 Shares which are the subject of the Invitation, comprising 92,000,000 New Shares “Issue Price” : S$0.23 for each Invitation Share, except for Reserved Shares “Joint Lead Placement Agents” : SBI E2-Capital Securities Limited and UOB Kay Hian Private Limited, and “Joint Lead Placement Agent’ means any of them “Latest Practicable Date” : 28 February 2003, being the latest practicable date prior to the printing of this Prospectus “Manager” : SBI E2-Capital Pte Ltd “Market Day” : A day on which the SGX-ST is open for trading in securities “NA” : Not applicable “NAV” : Net asset value “New Shares” : The 92,000,000 new Shares for which the Company invites applications to subscribe, subject to and on the terms of this Prospectus “NM” : Not meaningful “NTA” : Net tangible asset “Offer” : The offer by the Company to the public for subscription of the Offer Shares at the Issue Price, subject to and on the terms and conditions of this Prospectus “Offer Shares” : 9,200,000 Invitation Shares which are the subject of the Offer “Option Shares” : The new Shares that may be issued pursuant to the Scheme “Participating Banks” : The Development Bank of Singapore Ltd (including its POSBank Services division); Overseas-Chinese Banking Corporation Limited (“OCBC”) Group (comprising OCBC and Bank of Singapore Limited); and the United Overseas Bank Limited (“UOB”) Group (comprising UOB and Far Eastern Bank Limited) “Placement” : The placement by the Placement Agent on behalf of the Company of the Placement Shares for subscription at the Issue Price, subject to and on the terms and conditions of this Prospectus “Placement Shares” : The 82,800,000 Invitation Shares which are the subject of the Placement 7
“PRC” : People’s Republic of China, but for the purposes of this Prospectus and for geographical reference only (unless otherwise indicated) excludes Taiwan, Macau and Hong Kong “Prospectus” : This amended Preliminary Prospectus issued by our Company in respect of the Invitation and lodged with the Authority on 17 February 2003 “Reserved Share Price” : $0.21 for each Reserved Share “Reserved Shares” : Up to 3,500,000 of the Placement Shares reserved for management and staff, business associates and those who have contributed to the success of our Group “SCCS” : Securities Clearing & Computer Services (Pte) Ltd “Scheme” : The Ocean Sky Share Option Scheme, particulars of which are set out at page 76 of this Prospectus “Securities Account” : Securities account maintained by a depositor with CDP “SGX-ST” : The Singapore Exchange Securities Trading Limited “Shares” : Ordinary shares of S$0.05 each in the capital of the Company “Substantial Shareholder” : A person who holds directly or indirectly 5%, or more of the total issued share capital in our Company “Shareholders” : The shareholders of our Company at any point in time “Underwriter” : UOB Kay Hian Private Limited “US” : United States of America “sq ft” : Square feet “% or “per cent.” : Percentage CURRENCIES “B$” : Brunei dollars “colones” : El Salvador colones “HK$” : Hong Kong dollars “HNL” : Honduras lempiras “RM” : Malaysian ringgit “RMB” : Chinese renminbi “$” or “S$” or and “Cents” : Singapore dollars and cents respectively “US$” or “USD” and “US Cents” : United States dollars and cents respectively 8
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: GENERAL “Act” : The Companies A
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 and 20: PROSPECTUS SUMMARY The following su
Page 21 and 22: THE INVITATION Issue Size : 92,000,
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
Page 83 and 84:
(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
Page 99 and 100:
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
Page 119 and 120:
4. FIXED ASSETS (Cont’d) Freehold
Page 121 and 122:
5. GOODWILL (Cont’d) Negative Goo
Page 123 and 124:
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
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 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
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
Page 201:
This page has been intentionally le
show all

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

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?