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

Recommendations

Info

12 March 2003 The Board of Directors Ocean Sky International Limited 22 Tampines Street 92 Singapore 528876 Dear Sirs ACCOUNTANTS’ REPORT We have audited the accompanying consolidated financial statements of Ocean Sky International Limited (the “Company”) and its subsidiary companies (collectively the “Group”), comprising the Group’s consolidated balance sheets as at 31 December 1999, 2000, 2001 and 30 June 2002, the Group’s consolidated profit and loss accounts, statements of cash flows and changes in shareholders’ equity for each of the financial years ended 31 December 1999, 2000, 2001 and six months financial period ended 30 June 2002 as set out on pages 98 to 138 of the Prospectus. These consolidated financial statements of the Group are the responsibility of the Company’s Directors. Our responsibility is to express an opinion on these financial statements based on our audits. We have not audited the Group’s profit and loss account and statement of cash flows for the six months financial period ended 30 June 2001 which are only shown on pages 99, 101 to 103 and are presented for comparative purpose only. These unaudited financial statements are the sole responsibility of the Company’s Directors. We conducted our audits in accordance with Singapore Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Directors, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the accompanying consolidated financial statements of the Group presents fairly, in all material respects, the consolidated financial position of the Group as at 31 December 1999, 2000, 2001 and 30 June 2002 and of the Group’s consolidated results of operations and its consolidated changes in shareholders’ equity and cash flows for each of the financial years ended 31 December 1999, 2000, 2001 and six months financial period ended 30 June 2002 and are in accordance with Singapore Statements of Accounting Standard. This report has been prepared for inclusion in the Prospectus dated 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:- (a) 9,200,000 Offer Shares at $0.23 for each Offer Share by way of public offer; and (b) 82,800,000 Placement Shares by way of placement, comprising (i) minimum of 79,300,000 Placement Shares at $0.23 for each Placement Share; and (ii) up to 3,500,000 Reserved Shares at $0.21 for each Reserved Share, payable in full on application. No audited financial statements of the Group has been prepared for any period subsequent to 30 June 2002. Yours faithfully BDO International Certified Public Accountants Singapore Lee Joo Hai Partner-in-charge 97
GROUP BALANCE SHEETS Non-current assets As at 31 December As at 1999 2000 2001 30 June 2002 Note $’000 $’000 $’000 $’000 Fixed assets 4 7,350 15,628 22,129 23,915 Goodwill 5 20 17 — 1,496 Associated companies 6 — 43 61 — Investments 7 50 250 250 250 Deferred expenditure 8 899 324 — 635 8,319 16,262 22,440 26,296 Current assets 9 17,435 31,208 48,308 77,860 Less:- Current liabilities 10 18,777 30,312 42,117 69,291 Net current (liabilities)/assets (1,342) 896 6,191 8,569 Non-current liabilities 23 (1,675) (6,235) (6,986) (6,190) 5,302 10,923 21,645 28,675 Capital and reserves Share capital Foreign currency 25 200 200 2,000 2,000 translation reserve 26 — (10) 513 (55) Share application account 27 — — — 670 Retained profits 28 5,102 10,712 18,408 26,060 5,302 10,902 20,921 28,675 Minority interests — 21 724 — 5,302 10,923 21,645 28,675 The accompanying notes form an integral part of and should be read in conjunction with these financial statements. 98
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 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: LETTER FROM AUDITORS AND REPORTING
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
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 ...

Create successful ePaper yourself

Delete template?

Save as template?