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

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Date and Place of Paid-up Capital/ Equity Held Name of Company Incorporation Principal Business Contributed Capital by our Group Subsidiary held by ATSG Milteq (9) Associated Companies 26 June 2001, Manufacturing of B$100,000 100% Brunei apparels Bloom Time 30 January 2002, Inactive S$3 33% Singapore Perkasa Ocean Sky 29 March 2000, Under members’ B$50,000 45% Industrial Sdn Bhd (10) Brunei voluntary winding-up Notes:- (1) Our Directors Ang Boon Cheow Edward and Ang Boon Chong each holds 1 share out of the total of 250 shares in Blue Ocean in trust for our Company. (2) Our Director Ang Boon Chong holds 1 share out of the total of 10,000 shares in OGHK in trust for our Company. (3) Our Director Ang Boon Chong holds 1 share out of the total of 10,000 shares in OSHK in trust for our Company. (4) Our Director Ang Boon Chong holds 1 share out of a total of 2,000 shares in Pacific Sky in trust for our Company. (5) PDAC is 70% held by our Company. The remaining 30% is held by an unrelated individual, in trust for our Company. (6) Our Company has given an undertaking to the China Securities Regulatory Commission that the interests and assets of OS Apparel and Sing Cheng will only be consolidated to the extent of the contributed capital by our Company in these two companies. (7) Our Directors Ang Boon Cheow Edward and Ang Boon Chong each holds 1 share in Suntex out of a total of 100 shares in trust for our Company. (8) Our Directors Ang Boon Cheow Edward, Ang Boon Chong and Ang Siew Tiong each holds 1 share out of the total of 55,250 shares in Uniwear in trust for our Company. (9) Milteq is 70% held by ATSG. The remaining 30% is held by an unrelated individual in trust for ATSG. (10) Perkasa Ocean Sky Industrial Sdn Bhd was an associated company of our Group, which has been put into members’ voluntary liquidation on 27 August 2002. All of our subsidiaries are wholly owned by our Company directly or indirectly and save for the holding of shares on trust for our Company as disclosed above, none of our Directors or Substantial Shareholders has any direct interest in any of our subsidiaries. 95
LETTER FROM AUDITORS AND REPORTING ACCOUNTANTS IN RELATION TO THE PROFIT ESTIMATE OF THE GROUP FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002 12 March 2003 The Board of Directors Ocean Sky International Limited 22 Tampines Street 92 Singapore 528876 Dear Sirs This letter has been prepared for inclusion in the Prospectus of Ocean Sky International Limited (the “Company”) to be lodged with the Monetary Authority of Singapore on 12 March 2003 in connection with the Invitation to subscribe for 92,000,000 ordinary shares of $0.05 each in the capital of the Company (“New Shares”) comprising 9,200,000 Offer Shares at $0.23 for each Offer Share by way of public offer and 82,800,000 Placement Shares by way of placement, comprising a minimum of 79,300,000 Placement Shares at $0.23 for each Placement Share, and up to 3,500,000 Reserved Shares at $0.21 for each Reserved Share payable in full on application. We have reviewed the profit estimate of the Company and its subsidiaries (the “Group”) (the “estimate”) for the financial year ended 31 December 2002 set out on page 41 of the Prospectus in accordance with Singapore Standards on Auditing applicable to the examination of prospective financial information. The Directors are responsible for the estimate including the bases and assumptions on which the estimate is based. The estimate includes results shown by the audited financial statements for the six months financial period ended 30 June 2002. Based on our examination of the evidence supporting the assumptions, nothing has come to our attention which cause us to believe that these assumptions do not provide a reasonable basis for the estimate. Further, in our opinion, the estimate, so far as the accounting policies and calculations are concerned, is properly prepared on the basis of the assumptions, is consistent with the accounting policies normally adopted by the Group, and is presented in accordance with Singapore Statements of Accounting Standard. Yours faithfully BDO International Certified Public Accountants Singapore Lee Joo Hai Partner-in-charge 96
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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
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: COMPANIES WITHIN OUR GROUP The deta
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 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
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Name Present Directorships Past Dir
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(h) Save as disclosed at page 73 of
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(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
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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
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