System Access-1a

Prospectus dated 31 MAY 2005 

Registered with the Monetary Authority of Singapore on 31 May 2005 

This document is important. If you are in any doubt as to the action you should take, you should consult your stockbroker, 

bank manager, solicitor, accountant, or other professional adviser. 

This prospectus is issued in connection with our application to the Singapore Exchange Securities Trading Limited (the "SGX-ST") for permission 

to deal in and for quotation of all the ordinary shares of $0.05 each ("Shares") in the capital of System Access Limited ("System Access" or 

the "Company") already issued and the new Shares which are the subject of the Invitation ("New Shares") as well as new Shares arising from 

the exercise of options under the System Access Employee Share Option Scheme ("Option Shares"). Such permission will be granted when 

we have been admitted to the Official List of the SGX-ST Dealing and Automated Quotation System ("SGX-SESDAQ"). 

Acceptance of applications will be conditional upon, inter alia, permission being granted to deal in and for quotation of all our existing issued 

Shares, the New Shares and the Option Shares. Moneys paid in respect of any application accepted will be returned to you, without interest 

or any share of revenue or other benefit arising therefrom and at your own risk, if the said permission is not granted and you will not have 

any claim against us or the Manager. The dealing in, and quotation of the Shares will be in Singapore dollars. 

The SGX-ST assumes no responsibility for the correctness of any of the statements or opinions made or reports contained in this Prospectus. 

Admission to the Official List of the SGX-SESDAQ is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, 

our Shares, the New Shares or the Option Shares. 

A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the "Authority"). The Authority assumes 

no responsibility for the contents of the Prospectus. Registration of the Prospectus by the Authority does not imply that the Securities and Futures 

Act, Cap. 289, of Singapore, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered 

the merits of the Shares, the New Shares or the Option Shares, as the case may be, being offered or in respect of which an invitation is made, 

for investment. 

No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus. 

Investing in our shares involves risks which are described in the section "risk factors" beginning on page 29 of this prospectus. 

Invitation in respect of 49,000,000 New Shares of $0.05 each comprising: 

(a) 4,000,000 Offer Shares at $0.20 for each Offer Share by way of public offer; 

and 

(b) 45,000,000 Placement Shares by way of placement, comprising: 

(i) 42,000,000 Placement Shares at $0.20 for each Placement Share; and 

(ii) 3,000,000 Reserved Shares at $0.20 for each Reserved Share reserved 

for our Non-Executive Directors, Independent Directors, employees, 

business associates and others who have contributed to the success of our 

Group, 

payable in full upon application. 

Manager, 

Underwriter and 

Placement Agent 

Principal Sub-Placement Agent 

System Access Limited 

(Company Registration No. 198304837E) 

(Incorporated in Singapore on 11 October 1983) 

Applications should be received by 12.00 noon on 8 June 2005 or such other date and time as our Company may, in 

consultation with the Manager, decide, subject to any limitations under all applicable laws.

COMPANY 

BACKGROUND 

Incorporated in 1983, System Access Limited (“System Access”) is a provider of customised software solutions 

for the banking and financial services industry, with over 20 years of experience in designing, developing, 

implementing, upgrading and maintaining banking software products. 

Our flagship product, SYMBOLS, offers a suite of universal banking software products and solutions that supports 

seamless integration of business operations across the banking enterprise – from back-office operations support to 

front-office customer service management and personalised delivery of banking services through multiple channels. 

Headquartered in Singapore, System Access has distribution, development and support offices in Bangkok, 

Bratislava, Dubai, Manila and Prague serving the needs of customers in over 25 countries across Europe, Middle 

East, Africa and Asia Pacific. 

A four-time Enterprise 50 award 

winner, System Access was the 

highest ranked IT company on the 

Singapore Enterprise 50 list in 2003 

when it was ranked 4th position 

overall. In 2004, the Company was 

appointed as a cluster leader for 

financial services software under the 

Infocomm Development Authority 

of Singapore (IDA) Overseas 

Development Program. Infocomm 

Investments Pte Ltd, a whollyowned 

subsidiary of IDA, is also a 

substantial shareholder. 

prospectS 

SYSTEM REPLACEMENT FOR CORE BANKING SOLUTION 

Aging core banking solutions are inefficient and may not be able 

to meet the growing needs of financial institutions. Financial 

institutions are now considering packaged solutions that promise 

flexibility, faster time-to-market for new products and services, greater 

efficiency and customer centricity for better relationship management. 

We believe SYMBOLS Core Banking Solution is well positioned to support the emerging needs of this market place and 

replace existing ageing core banking solutions with an integrated enterprise-wide universal banking software solution. 

NEW GENERATION e-BUSINESS SOLUTION ADOPTION BY FINANCIAL INSTITUTIONS 

Banks need to transform their internal and external processes to take advantage of the powerful communications 

environment that the Internet provides. It is expected that Internet technology will be instrumental in the 

management of customer relationships, streamline business processes and support multi-channel delivery of 

banking products and services. 

We believe that our e-Business solution is well positioned to support banks and financial institutions in meeting 

such emerging needs. Our e-Business solution comprises of a suite of multi-channel e-Banking applications and 

technology framework and platforms that support multi-channel delivery of banking products and services in a 

personalised and customer-centric manner.

COMPetitive 

strengths 

WE HAVE AN AWARD WINNING PRODUCT – SYMBOLS 

SYMBOLS has evolved over the last 18 years through our extensive 

investment in research and development of our product. Our solution 

is now highly scalable, able to support banks with small, medium 

and large-scale operations addressing retail, corporate and treasury 

banking activities. 

SYMBOLS was awarded the “Innovative IT Product Award” by National Computer Board in 1998. SYMBOLS 

was awarded the “Special Mention” award for “Best of Business Applications – Financial” in the Asia Pacific ICT 

(APICT) Awards 2003. SYMBOLS has also been recognized as amongst the “Top 12” universal banking software products 

from International Banking Systems Journal United Kingdom (IBS UK) in its “Sales League Table” for several years. 

WE HAVE AN ESTABLISHED INTERNATIONAL BUSINESS 

• International Customer Base 

We have an established historical track record in providing our banking software products to more then 50 

banks and financial institutions internationally over the last 18 years. Our products have been installed 

internationally spanning more than 25 countries across Asia Pacific, Europe, Middle East and Africa. 

• International Development and Support Capabilities 

We have three software development centers in Singapore, Bangkok and Manila to provide off-site customization 

services to our global customers. We have three regional support centers in Singapore for Asia Pacific, Dubai 

for Middle East and Bratislava for Europe that provide on-site implementation and support services to our 

customers in each regional market. 

• International Distributrion Channels and Network and Established Partnerships 

We have a complementary network of distributors, sales and marketing agents in the international market with 

industry leaders such as Digital China for the People’s Republic of China, Romsys for Romania and Moldova and 

Steria for France and French-speaking North Africa, which allow us to have an effective reach to new markets. 

We have established partnerships with global IT leaders that include Oracle, BEA, Hewlett-Packard, IBM, 

SUN Microsystems, and Satyam to further enhance our technology and resource needs. 

WE HAVE AN EXPERIENCED MANAGEMENT TEAM 

We are led by our founder and CEO, Leslie Loh, who has more than 18 years of experience in the banking 

software industry. Leslie was awarded the Rotary-ASME Entrepreneur of the Year in 1998 and Singapore Youth 

Award in 1999. He is supported by an experienced management team, most of whom have more than 15 years 

of experience in their respective fields. 

The length and scope of their experience has provided the company with a well-balanced management team, 

which is key to our success.

usiness strategies and 

future plans 

CONTINUE TO ENHANCE OUR PRODUCT AND SOLUTIONS 

We will continue to enhance our current products, and develop new products, to deliver a suite of 

software products that support banks’ and financial institutions’ entire business needs using one 

seamlessly integrated technology platform. 

CUSTOMISED SOLUTION DELIVERY THROUGH EXPANDED SERVICES OFFERING 

We will continue to expand on our scope of services to deliver customised solutions that meet the 

requirements of our customers. 

ESTABLISH GLOBAL MARKET RECOGNITION AND PRODUCT ACCEPTANCE 

To establish market recognition and acceptance of our product on a global scale, we will expand on our 

existing network of regional offices to strengthen our worldwide distribution infrastructure for the delivery 

of localized customer service to address the needs of banks and financial institutions around the world. 

Capitalizing on our existing recognition, we will increase our focus on larger banks with branch networks 

of more than 500 branches. 

GROW OUR BUSINESS THROUGH STRATEGIC ALLIANCES 

We plan to establish new partnerships and expand on successful partnerships with technology vendors, consulting 

firms and systems integration companies to support future growth via technology alliances for end-to-end solutions, 

distribution alliances to expand market coverage and service alliances for end-to-end professional services. 

GROW OUR BUSINESS THROUGH STRATEGIC ACQUISITIONS AND JOINT VENTURES 

We will pursue strategic acquisitions or setup joint ventures with our business partners to further enhance 

our marketing channels, product offerings, services delivery and customer base. 

FINANCIAL 

HIGHLIGHTS 

FINANCIAL PERFORMANCE SUMMARY - 

Financial year ended June 30 

FY2004 

REVENUE BY GEOGRAPHY 

Asia Pacific 

Middle East & Africa 

Europe 

S$ Million FY2002 FY2003 FY2004 

Revenue 50.5 33.7 32.7 

Gross Profit 30.7 18.3 21.5 

Gross Profit Margin 60.8% 54.2% 65.5% 

Profit/(Loss) for the year 6.1 (5.5) 6.6 

Net Profit Margin 12.1% n.m. 20.2% 

Gross Cash 1.8 3.0 5.1 

Europe 

70% 

Asia Pacific 

25% 

Middle East 

& Africa 

5%


our flagship product 

symbols universal banking solution


8 Temasek Boulevard #28-00 Suntec Tower Three Singapore 038988 Tel: 65 6333 4533 Fax: 65 6333 4133 

WWW.SYSTEMACCESS.COM

TABLE OF CONTENTS 

PAGE 

CORPORATE INFORMATION .......................................................................................................... 4 

DEFINITIONS .................................................................................................................................... 5 

GLOSSARY OF TECHNICAL TERMS .............................................................................................. 12 

EXCHANGE RATES .......................................................................................................................... 15 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS.................................... 16 

SELLING RESTRICTIONS ................................................................................................................ 17 

DETAILS OF THE INVITATION 

Listing on the SGX-SESDAQ .................................................................................................... 18 

Indicative Timetable for Listing .................................................................................................. 21 

PROSPECTUS SUMMARY .............................................................................................................. 22 

THE INVITATION................................................................................................................................ 25 

PLAN OF DISTRIBUTION ................................................................................................................ 27 

RISK FACTORS ................................................................................................................................ 29 

INVITATION STATISTICS .................................................................................................................. 40 

USE OF PROCEEDS ........................................................................................................................ 42 

DIVIDEND POLICY............................................................................................................................ 43 

CAPITALISATION AND INDEBTEDNESS........................................................................................ 44 

DILUTION .......................................................................................................................................... 46 

GENERAL INFORMATION ON OUR GROUP 

Share Capital.............................................................................................................................. 47 

Shareholders .............................................................................................................................. 49 

Significant Changes in Percentage of Ownership...................................................................... 53 

Moratorium ................................................................................................................................ 54 

Share Capital Restructuring ...................................................................................................... 55 

Group Structure.......................................................................................................................... 58 

1


PAGE 

HISTORY AND BUSINESS 

History and Development of Our Group .................................................................................... 60 

Recognition and Awards ............................................................................................................ 61 

Our Business.............................................................................................................................. 63 

Our Products .............................................................................................................................. 64 

Product Research and Development ........................................................................................ 67 

Sales and Marketing .................................................................................................................. 68 

Client Services and Support ...................................................................................................... 69 

Strategic Alliances and Partnership Programs .......................................................................... 70 

Competitive Strengths ................................................................................................................ 72 

Competition ................................................................................................................................ 73 

Quality Assurance ...................................................................................................................... 74 

Copyrights, Patents, Trademarks and Other Intellectual Property Rights.................................. 78 

Staff Training .............................................................................................................................. 82 

Insurance.................................................................................................................................... 82 

Major Suppliers .......................................................................................................................... 82 

Major Customers........................................................................................................................ 83 

Credit Management.................................................................................................................... 84 

Property, Plant and Equipment .................................................................................................. 85 

Government Regulations............................................................................................................ 86 

SUMMARY OF GROUP FINANCIAL INFORMATION 

Operating Results of our Group ................................................................................................ 87 

Financial Position of our Group.................................................................................................. 88 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS 

AND FINANCIAL POSITION 

Overview .................................................................................................................................... 89 

Review of Operating Results...................................................................................................... 96 

Review of Financial Position ...................................................................................................... 98 

Liquidity and Capital Resources ................................................................................................ 100 

Foreign Exchange Management ................................................................................................ 102 

Exchange Controls .................................................................................................................... 104 

PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS 

Prospects .................................................................................................................................. 108 

Trend Information ...................................................................................................................... 109 

Our Business Strategies and Future Plans................................................................................ 109 

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PAGE 

DIRECTORS, MANAGEMENT AND STAFF 

Management Reporting Structure.............................................................................................. 112 

Directors .................................................................................................................................... 113 

Management .............................................................................................................................. 115 

Staff ............................................................................................................................................ 116 

Remuneration ............................................................................................................................ 117 

Corporate Governance .............................................................................................................. 118 

Service Agreement .................................................................................................................... 119 

Summary of the System Access Share Option Scheme .......................................................... 121 

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS 

Interested Person Transactions .................................................................................................. 126 

Past Transactions ...................................................................................................................... 126 

Present and On-Going Transactions .......................................................................................... 127 

Potential Conflicts of Interests.................................................................................................... 129 

CLEARANCE AND SETTLEMENT .................................................................................................. 131 

GENERAL AND STATUTORY INFORMATION ................................................................................ 132 

APPENDIX A : AUDITORS’ REPORT AND AUDITED FINANCIAL STATEMENTS FOR 

THE YEARS ENDED 30 JUNE 2002, 2003 AND 2004 ........................................ A-1 

APPENDIX B : DESCRIPTION OF SINGAPORE COMPANY LAW RELATING TO 

SHARES ................................................................................................................ B-1 

APPENDIX C : DESCRIPTION OF SINGAPORE LAW AND REGULATIONS 

RELATING TO TAXATION .................................................................................... C-1 

APPENDIX D : EXTRACTS OF ARTICLES OF ASSOCIATION OF OUR COMPANY ................ D-1 

APPENDIX E : RULES OF SYSTEM ACCESS SHARE OPTION SCHEME................................ E-1 

APPENDIX F : TERMS AND CONDITIONS AND PROCEDURES FOR APPLICATION 

AND ACCEPTANCE.............................................................................................. F-1 

3

CORPORATE INFORMATION 

BOARD OF DIRECTORS : Leslie Loh Executive Director 

(Chief Executive Officer) 

Lee Swee Heng Non-Executive Director 

Lee Fook Chiew Non-Executive Director 

Lim Yong Hiang Non-Executive Director 

(alternate to Lee Fook Chiew) 

Tang Pen San Non-Executive Director 

Chang Yeh Hong Independent Director 

Jen Shek Voon Independent Director 

JOINT COMPANY SECRETARIES : Choong Mee Fong, ACIS 

Wong Heng Hwie, Certified Public Accountant 

REGISTERED OFFICE AND : 8 Temasek Boulevard #28-00 

BUSINESS ADDRESS Suntec Tower Three 

Singapore 038988 

SHARE REGISTRAR AND SHARE : Barbinder & Co Pte Ltd 

TRANSFER OFFICE 8 Cross Street #11-00 PWC Building 


MANAGER, UNDERWRITER, : HL Bank 

PLACEMENT AGENT AND 20 Collyer Quay #01-02 

RECEIVING BANK Tung Centre 


PRINCIPAL SUB-PLACEMENT : UOB Kay Hian Private Limited 

AGENT 80 Raffles Place 

#30-01 UOB Plaza 1 


REPORTING ACCOUNTANTS AND : Ernst & Young 

AUDITORS Certified Public Accountants 

10 Collyer Quay #21-01 

Ocean Building 


SOLICITORS TO THE INVITATION : Rodyk & Davidson 

80 Raffles Place 

#33-00 UOB Plaza 1 


LEGAL ADVISOR TO THE COMPANY : Seri Manop & Doyle Ltd. 

ON THAI LAW 18/4 Soi Amnuaywat 

Suthisarn Road 

Samsen-nok Sub-district 

Huay Kwang District 

Bangkok 10320 

PRINCIPAL BANKERS : Citibank N. A., Singapore Branch 

1 Raffles Link #02-02 


DBS Bank Ltd 

6 Shenton Way 

DBS Building 


4

DEFINITIONS 

In this Prospectus, the accompanying Application Forms and, in relation to the Electronic Applications, 

the instructions appearing on the screens of the ATMs or the IB websites of the relevant Participating 

Banks, the following definitions apply throughout where the context so admits:- 

Group Companies 

“Company” or “System Access” : System Access Limited 

“Group” : Our Company and its subsidiaries 

“SA (Americas)” : System Access (Americas), Inc. 

“SA (Czech)” : System Access s.r.o. 

“SA (Europe)” : System Access (Europe) Limited 

“SA (Geneva)” : System Access (Suisse) Sarl 

“SA (Malaysia)” : System Access Asia Pacific Sdn Bhd 

“SA (Philippines)” : System Access (Philippines), Inc. 

“SA (Slovak)” : System Access Slovakia spol. s.r.o. 

“SA (Thailand)” : System Access International Ltd. 

Other Companies and Organisations 

“AHPL” : Access Holdings Pte. Ltd. 

“BEA” : BEA Systems, Inc. 

“CDP” : The Central Depository (Pte) Limited 

“CPF” : The Central Provident Fund 

“Digital China” : Digital China Software Limited, our distribution and channel 

partner based in the PRC 

“Erste Group” : Includes Erste Bank Group, Erste Bank Hungary RT, Ceska 

Sporitelna, a.s., Servis 1 – CS, a.s. and Slovenska 

Sporitelna, a.s. (as the case may be) 

“Hewlett-Packard” or “HP” : Hewlett-Packard Development Company, L.P. 

“IBM” : International Business Machines Corporation 

“IDA” : Infocomm Development Authority of Singapore 

“Infocomm” : Infocomm Investments Pte Ltd 

“Manager”, “Placement Agent”, : HL Bank 

“Receiving Bank” and “Underwriter” 

“Oracle” : Oracle Corporation or Oracle Corporation Singapore Pte Ltd 

(as the case may be) 

5

DEFINITIONS 

“POL” : Project Orbit Limited, a company incorporated in the 

Cayman Islands, formerly known as System Access Limited 

“Romsys” : Romsys SA, our distribution and channel partner based in 

Romania 

“Satyam” : Satyam Computer Services Ltd, our distribution and channel 

partner based in India 

“SCCS” : Securities Clearing & Computer Services (Pte) Ltd 

“SGX-SESDAQ” : The SGX-ST Dealing and Automated Quotation System 

“SGX-ST” : Singapore Exchange Securities Trading Limited 

“Steria” : Steria S.A., our distribution and channel partner based in 

France 

“Sun Microsystems” : Sun Microsystems Pte Ltd or Sun Microsystems, Inc. (as the 

case may be) 

General 

“Act” or “Companies Act” : The Companies Act, Chapter 50, of Singapore 

“AHPL Ordinary Shares” : Ordinary shares of $1.00 each in the capital of AHPL 

“AHPL Preference Shares” : Non-voting convertible preference shares of $1.00 each in 

the capital of AHPL issued pursuant to the terms of the 

Subscription Agreement, having the rights set out in the 

Shareholders Agreement 

“Application Forms” : The printed application forms to be used for the purpose of 

the Invitation and which form part of this Prospectus 

“Application List” : The list of applications for subscription of the New Shares 

“associate(s)” : (a) In relation to any corporation, means:- 

(i) a director or controlling shareholder; 

(ii) a subsidiary or associated company; or 

(iii) a subsidiary or associated company of the 

controlling shareholder, 

of that corporation; 

(b) In relation to any director, chief executive officer, 

controlling or substantial shareholder of a corporation 

who is an individual, means:- 

(i) his immediate family which includes his spouse, 

his child (including step-child and adopted 

child), his brothers and sisters (including step 

siblings) and his parents (including step 

parents); 

6

DEFINITIONS 

(ii) the trustees of a trust where he or his 

immediate family is a beneficiary or, in the case 

of a discretionary trust, is a discretionary 

object; or 

(iii) any corporation in which he and his immediate 

family together (directly or indirectly) have an 

interest of 30% or more of the aggregate of the 

nominal amount of all voting shares; 

(c) In relation to a substantial or a controlling 

shareholder, which is a corporation, means, 

notwithstanding paragraph (a), any corporation which 

is its related corporation or associated company. 

“associated company” : A company in which at least 20% but not more than 50% of 

the aggregate of the nominal amount of all of its voting 

shares are held by our Company or our Group 

“ATM” : Automated teller machine of a Participating Bank 

“ATM Application” : Applications for Offer Shares made through the ATMs of any 

of the Participating Banks in accordance with the terms and 

conditions of this Prospectus 

“Audit Committee” : The audit committee of our Company as at the date of this 

Prospectus 

“Auditors’ Report” : Auditors’ Report and Audited Financial Statements for the 

years ended 30 June 2002, 2003 and 2004 

“Authority” or “MAS” : The Monetary Authority of Singapore 

“CEO” : Chief Executive Officer 

“Consolidation” : The consolidation of every two ordinary shares of $0.50 

each in the capital of our Company into one ordinary share 

of $1.00 each in the capital of our Company so that 

27,078,896 ordinary shares of $0.50 each in the share 

capital of the Company were consolidated into 13,539,448 

ordinary shares of $1.00 each as described in “Share 

Capital” in this Prospectus 

“Controlling Shareholder” : A person who:- 

(a) holds, directly or indirectly, 15% or more of the 

nominal amount of all voting shares in our Company 

(unless the SGX-ST has determined such a person 

not to be a Controlling Shareholder); or 

(b) in fact exercises control over our Company 

“Directors” : The directors of our Company as at the date of this 

Prospectus 

7

DEFINITIONS 

“Electronic Applications” : Applications for the Offer Shares made through the ATMs or 

the IB websites of the relevant Participating Banks in 

accordance with the terms and conditions of this Prospectus 

“EPS” : Earnings per Share 

“Executive Directors” : The executive Directors of our Company as at the date of 

this Prospectus 

“Executive Officers” : The executive officers of our Company as at the date of this 

Prospectus 

“FY” : Financial year ended or, as the case may be, ending 30 

June 

“IB” : Internet banking 

“Independent Directors” : The independent Directors of our Company as at the date of 


“IndoChina” : The geographical region covering the countries of Thailand, 

Vietnam, Laos and Cambodia 

“Investors” : The investors named in the Subscription Agreement and the 

Shareholders Agreement, as described on page 51 of this 

Prospectus 

“Invitation” : The invitation by our Company to the public to subscribe for 

the New Shares, subject to and on the terms and conditions 

of this Prospectus 

“Issue Price” : $0.20 for each New Share 

“Latest Practicable Date” : 16 March 2005, being the latest practicable date prior to the 

lodgement of this Prospectus 

“Leslie Loh” : Loh Boon Fah 

“Market Day” : A day on which the SGX-ST is open for trading in securities 

“New Shares” : The 49,000,000 new Shares for which we invite applications 

to subscribe for under the Invitation, subject to and on the 

terms and conditions of this Prospectus 

“Nominating Committee” : The nominating committee of our Company as at the date of 


“Non-Executive Directors” : The non-executive Directors of our Company as at the date 


“NTA” : Net tangible assets 

“NTL” : Net tangible liabilities 

“Offer” : The invitation by our 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 

8

DEFINITIONS 

“Offer Shares” : The 4,000,000 New Shares which are the subject of the 

Offer 

“Option(s)” : The option(s) granted or which may be granted pursuant to 

the System Access ESOS 

“Option Shares” : The new Shares (not exceeding 15% of the issued share 

capital of our Company on the date preceding the grant of 

an Option) which may be allotted and issued upon the 

exercise of Options granted under the System Access ESOS 

“Participating Banks” : DBS Bank Ltd (including POSBank) (“DBS Bank”), Oversea- 

Chinese Banking Corporation Limited (“OCBC”) and United 

Overseas Bank Limited and its subsidiary, Far Eastern Bank 

Limited (the “UOB Group”) 

“PER” : Price earnings ratio 

“Placement” : The placement by the Placement Agent on behalf of our 

Company of the Placement Shares at the Issue Price, 

subject to and on the terms and conditions of this 

Prospectus 

“Placement Shares” : The 45,000,000 New Shares which are the subject of the 

Placement 

“PRC” : People’s Republic of China, including Hong Kong and 

Macau 

“Prospectus” : This Prospectus dated 31 May 2005 issued by our Company 

in respect of the Invitation 

“related corporation” : Where a corporation whenever incorporated:- 

(a) is the holding company of another corporation; 

(b) is a subsidiary of another corporation; or 

(c) is a subsidiary of the holding company of another 

corporation, 

that first-mentioned corporation and that other corporation 

shall be deemed to be related to each other 

“Remuneration Committee” : The remuneration committee of our Company as at the date 


“Reserved Shares” : The 3,000,000 Placement Shares reserved for our Non- 

Executive Directors, Independent Directors, employees, 

business associates and others who have contributed to the 

success of our Group 

“RULS” : Redeemable unsecured loan stock issued by AHPL 

pursuant to the terms of the Subscription Agreement and 

having the rights and privileges more particularly set out in 

the Subscription Agreement, including the right of 

redemption by way of exchange into ordinary shares of our 

Company 

9

DEFINITIONS 

“Securities Account” : Securities account maintained by a Depositor with CDP 

“Securities and Futures Act” : Securities and Futures Act, Chapter 289, of Singapore 

“SGX-ST Listing Manual” : Listing Manual of the SGX-ST 

“Shares” : Ordinary shares of $0.05 each in the capital of our 

Company 

“Shareholders” : Shareholders of our Company 

“Shareholders Agreement” : The Shareholders Agreement dated 29 January 2004 made 

between the Investors named therein, Leslie Loh and AHPL 

“Share Capital Restructuring” : The share capital restructuring exercise undertaken by our 

Group prior to the Invitation, including the Capital Reduction, 

Consolidation, Share Split and redemption of the RULS, 

described in “Share Capital Restructuring” of this Prospectus 

“Share Split” : The sub-division of each ordinary share of $1.00 each in our 

authorised and issued share capital of our Company into 20 

ordinary shares of $0.05 each as described in “Share 

Capital” in this Prospectus 

“Subscription Agreement” : The Subscription Agreement dated 29 January 2004 

between the Investors named therein, AHPL and Leslie Loh 

by which the Investors subscribed for RULS in AHPL upon 

the terms and conditions set out therein 

“Substantial Shareholder” : A person who holds, directly or indirectly, 5% or more of the 

aggregate of the nominal amount of all the voting shares in 

our Company 

“System Access ESOS” or “Scheme” : The System Access Share Option Scheme of our Company 

approved by our Shareholders as described in “Directors, 

Management and Staff - Summary of the System Access 

Share Option Scheme” on pages 121 to 125 of this 

Prospectus and in Appendix E of this Prospectus where the 

rules of the Scheme are set out 

“USA” : The United States of America 

Currencies, Units and Others 

“$” or “S$” or “SGD” and “cents” : Singapore Dollars and cents, respectively 

“AED” : UAE Dirham 

“CHF” : Switzerland Swiss Franc 

“CZK” : Czech Koruna 

“DEM” : Germany Deutsche Marks 

“EUR” : Euro 

“GBP” : Sterling Pound 

“MYR” : Malaysian Ringgit 

10

DEFINITIONS 

“PHP” : Philippines Pesos 

“RMB” : PRC Renminbi 

“SKK” : Slovakia Koruna 

“THB” : Thai Baht 

“US$” or “USD” : United States Dollar 

“n.m.” : Not meaningful 

“sq ft” : Square feet 

“sq m” : Square metres 

“%” or “per cent.” : Per centum or percentage 

The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the same meanings 

ascribed to them respectively in Section 130A of the Act. 

Words importing the singular shall, where applicable, include the plural and vice versa and words 

importing the masculine gender shall, where applicable, include the feminine and neuter genders and 

vice versa. References to persons shall include corporations. 

Any reference in this Prospectus, the Application Forms and Electronic Applications to any statute or 

enactment is a reference to that statute or enactment for the time being amended or re-enacted. Any 

word defined in the Securities and Futures Act, the Companies Act, or any statutory modification thereof 

and used in this Prospectus shall, where applicable, have the meaning ascribed to it under the Securities 

and Futures Act, the Companies Act or any statutory modification thereof. 

Any reference in this Prospectus and the Application Forms and Electronic Applications to Shares being 

allotted to an applicant includes allotment to CDP for the account of that applicant. 

Any reference to a time of day in this Prospectus and the Application Forms shall be a reference to 

Singapore time unless otherwise stated. 

Any reference to “our Group”, “we”, “us” and “our” in this Prospectus is a reference to our Company and 

our subsidiaries or any member of our Group as the context requires. 

11

GLOSSARY OF TECHNICAL TERMS 

To facilitate a better understanding of our business, the following glossary provides a description of some 

of the technical terms and abbreviations commonly found in our industry. The terms and their assigned 

meanings may not correspond to standard industry or common meanings, as the case may be, or usage 

of these terms:- 

“application” : A special purpose programme containing an algorithm 

designed to perform a specific function directly for users. 

“back-office” : A “back-office” application program or service denotes an 

application program or service that an application user does not 

interact directly with, but supports front-office (see definition 

below) services. For example, a front-office application will 

interact directly with users and forward requests by the user to 

a back-office program, which will procure the requested data or 

perform the requested service. 

“Benchmarking” : Performance test of the scalability of a particular application 

software on an industry-standard technology platform. Case 

tests will be run through the application software and the 

performance results are then certified by an independent 

authority. 

“Core Banking Solution” : A term we use to refer to our suite of back-office applications 

and modules which support the back-office operation of a bank 

or financial institution. 

“CSM” : Customer service management is a term for software solutions 

that help companies manage customer relationships in an 

organised way. An example of CSM would be a database 

containing detailed customer information that management and 

sales people can refer to in order to match customer needs 

with products, inform customers of service requirements, etc. 

“database” : A collection of data that is organised so that its contents can be 

easily accessed, managed and updated. 

“eApplication Framework” : A term we use to refer to our Java-based infrastructure platform 

on which we could deploy various applications including our 

multi-channel eBanking and CSM applications. This 

infrastructure also enables our customers to develop and 

deploy other front-office and back-office products and services. 

“e-Business” : The transaction of business over an electronic medium such as 

the Internet. An e-Business combines the resources of 

traditional information systems with the vast reach of an 

electronic medium such as the Internet (including the World 

Wide Web, intranets, and extranets); it connects critical 

business systems directly to critical business constituencies, 

namely, customers, employees, and suppliers. 

“eBanking” : A term we use to refer to our suite of Java-based self-service 

banking applications. 

“EJB” or “Enterprise Java Beans” : Portable, platform-independent application components written 

in the Java programming language. Java Beans enable 

developers to write re-usable application components once and 

run them on any platforms. 

12


“front-office” : A “front-office” application program or service is one that 

application users interact directly with, such as a Web page. 

“Internet” : An open global network of inter-connected public and private 

computer networks that utilises a common communication 

protocol. 

“IT” : Information Technology. This refers to all aspects of managing 

and processing information, especially within a large 

organisation or company. As computers are central to 

information management, computer departments within 

companies are often called IT departments. Some companies 

refer to these departments as IS (Information Services) or MIS 

(Management Information Services). 

“J2EE” : J2EE (Java 2 Enterprise Edition) is a specification for 

developing enterprise and distributed applications from 

JavaSoft (Sun Microsystems). Enterprise applications are 

applications developed for the corporate-wide use. Distributed 

applications include enterprise applications which reside in a 

corporation’s server and are distributed and accessible 

throughout the corporation’s IT infrastructure. 

“Java” : A programming language that is used to create software 

applications. 

“JDBC compliant database” : A standard or open application programming interface (API) for 

accessing a database from JAVA programs. 

“multi-channel” : This refers to the ability to deliver contents and services 

through various delivery channels and via various devices. 

Some examples include via the Internet, a bank’s automated 

teller machine or through a call centre. 

“multi-tier” : Multi-tier development involves portioning applications into 

multiple independent layers. One of the most common multitier 

architecture is the three tier design which comprises (a) the 

user interface which is the medium by which users of an 

application access and avail themselves to the application; (b) 

business rules which are a series of pre-designated conditions 

based on which data would pass through and/or from the user 

interface; and (c) data which is the lowest level of source 

information. 

“open architecture” : An architecture where a software product’s components can 

conform to non-proprietary standards of other hardware and 

software suppliers, thus permitting multi-tiered functioning on 

database servers, application servers, personal computers, 

workstations or Web-browsers. 

“operating system” : The master programme that runs on a computer. It sets the 

standards, including user interface, job management, task 

management, data management, device management and 

security, for the application programs. 

13


“platform” : The underlying hardware and software for a system. It defines a 

standard around which a system can be developed. Once the 

platform has been defined, software developers can produce 

appropriate software. 

“scalable” : The ability of a computer system to handle a high volume of 

transactions. 

“server” : A server is a computer programme that provides services to the 

computer programme in the same computer or other 

computers. The computer that a server programme runs on is 

also frequently referred to as a server. 

“software” : Programs used to operate computers and related devices. 

“system integration” : The amalgamation of hardware and software components to a 

computer system. 

“Web” : A network of computer servers that uses a special 

communications protocol to link different servers throughout the 

internet and permits communication of graphics, video and 

sound. 

14

EXCHANGE RATES 

The measurement and presentation currency is S$. The following exchange rates were used to translate 

the financial statements of our foreign subsidiaries as applied in this Prospectus. For the profit and loss 

account, average rates for FY2002, FY2003 and FY2004 were used, while for the balance sheet, the 

closing rates as at 30 June 2002, 2003 and 2004 were used. 

FY2002 FY2003 FY2004 

Profit & Loss Account 

PHP 0.0352 0.0333 0.0310 

GBP 2.6043 2.7757 2.9832 

MYR 0.4763 0.4618 0.4526 

THB 0.0411 0.0411 0.0428 

SKK 0.0377 0.0437 0.0499 

CHF 1.1167 1.2379 1.3178 

CZK 0.0497 0.0592 0.0633 

USD 1.8102 1.7551 1.7203 

Balance Sheet 

PHP 0.0350 0.0330 0.0310 

GBP 2.6950 2.9090 3.1060 

MYR 0.4640 0.4630 0.4530 

THB 0.0420 0.0420 0.0420 

SKK 0.0400 0.0490 0.0530 

CHF 1.1870 1.2990 1.3640 

CZK 0.0600 0.0640 0.0660 

USD 1.7620 1.7610 1.7200 

In certain parts of this Prospectus, we have translated USD amounts into Singapore dollars for the 

convenience of the potential investors of our Company. Unless otherwise noted, the exchange rate as at 

the Latest Practicable Date used for the translation for USD into S$ is USD1.00 to S$1.626. 

The exchange rates as set out above were extracted from published information by The Business Times 

and http://XE.com at the respective relevant dates. 

15

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 

All statements contained in this Prospectus that are not statements of historical fact constitute “forwardlooking 

statements”. Some of these statements can be identified by forward-looking terms such as 

“anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “if”, “intend”, “may”, “plan”, “possible”, 

“probable”, “project”, “should”, “will”, “would” or similar words. However, these words are not the exclusive 

means of identifying forward-looking statements. All statements regarding our expected financial position, 

business strategies, plans and prospects are forward-looking statements. These forward-looking 

statements and other matters discussed in this Prospectus regarding matters that are not historical fact 

are only predictions. They include but are not limited to, statements as to the following:- 

� expected growth in the banking software and solutions industry and other expected industry trends; 

� our revenues and profitability; 

� our planned expansion; and 

� other matters discussed in this Prospectus regarding matters that are not historical fact. 

These forward-looking statements involve known and unknown risks, uncertainties and other factors that 

may cause our actual results, performance or achievements to be materially different from any future 

results, performance or achievements expected, expressed or implied by such forward-looking 

statements. These risks, uncertainties and other important factors include, among others, the following:- 

� changes in the political, social and economic conditions and regulatory environment in the 

jurisdictions where we conduct business or expect to conduct business; 

� the risk that we may be unable to realise our anticipated growth strategies and expected internal 

growth; 

� changes in customer preferences and needs; 

� changes in currency exchange rates; 

� demographic changes; 

� changes in competitive conditions in the banking software and solutions industry and our ability to 

compete under these conditions; 

� changes in pricing of our products; 

� changes in our future capital needs and the availability of financing and capital to fund these 

needs; and 

� the factors described under “Risk Factors” beginning on page 29 of this Prospectus. 

You should also be aware that the industry studies and reports referred to in this Prospectus, if any, also 

make forward-looking statements concerning, among other things, the future growth of the banking 

software and solutions industry. These industry studies and reports based their forward-looking 

statements on a number of different factors and assumptions that may be subject to a high degree of 

uncertainty, all of which are beyond our control. 

All forward-looking statements by or attributable to us, or persons acting on our behalf, contained in this 

Prospectus are expressly qualified in their entirety by such factors. Given the risks and uncertainties that 

may cause our actual future results, performance, or achievements to be materially different than 

expected or implied by the forward-looking statements in this Prospectus, we advise you not to place 

undue reliance on those statements. We are not representing or warranting to you that our actual future 

results, performance or achievements will be as discussed in those statements. Neither our Company, 

the Manager, the Placement Agent and Underwriter nor any other person is warranting or representing to 

you that our actual future developments, events or circumstances will be as discussed in those 

statements. We are however, required by Section 241 of the Securities and Futures Act to lodge a 

supplementary prospectus or replacement document in respect of future developments, events or 

circumstances that occur prior to the close of the Invitation and that are required to be disclosed 

pursuant to law. We are also subject to the provisions of the SGX-ST Listing Manual regarding corporate 

disclosure upon our admission to the Official List of the SGX-SESDAQ. 

16

SELLING RESTRICTIONS 

This Prospectus does not constitute an offer, solicitation or invitation to subscribe for our Shares in any 

jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to any person to 

whom it is unlawful to make such offer, solicitation or invitation. No action has been or will be taken under 

the requirements of the legislation or regulations of, or of the legal or regulatory authorities of, any 

jurisdiction, except for the filing and/or registration of this Prospectus in Singapore in order to permit a 

public offering of our Shares and the public distribution of the Prospectus in Singapore. The distribution of 

this Prospectus and the offering of our Shares in certain jurisdictions may be restricted by the relevant 

laws in such jurisdictions. Persons who may come into possession of this Prospectus are required by us, 

the Manager, Placement Agent and Underwriter to inform themselves about, and to observe and comply 

with, any such restrictions. 

17


LISTING ON THE SGX-SESDAQ 

This Prospectus is issued in connection with our application to the SGX-ST for permission to deal in and 

for quotation of all our Shares already issued and the New Shares which are the subject of the Invitation, 

as well as the Option Shares. Such permission will be granted when we have been admitted to the 

Official List of the SGX-SESDAQ. Acceptance of applications will be conditional upon, inter alia, 

permission being granted to deal in and for quotation of all our existing issued Shares, the New Shares 

and the Option Shares. Moneys paid in respect of any application accepted will be returned to you, 

without interest or any share of revenue or other benefit arising therefrom and at your own risk, if the said 

permission is not granted and you will not have any claim against us or the Manager. 

The SGX-ST assumes no responsibility for the correctness of any of the statements or opinions made or 

reports contained in this Prospectus. Admission to the Official List of the SGX-SESDAQ is not to be 

taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our Shares, the New 

Shares or the Option Shares. 

A copy of this Prospectus has been lodged with and registered by the Authority. The Authority assumes 

no responsibility for the contents of the Prospectus. Registration of the Prospectus by the Authority does 

not imply that the Securities and Futures Act, or any other legal or regulatory requirements, have been 

complied with. The Authority has not, in any way, considered the merits of the Shares, the New Shares, 

or the Option Shares as the case may be, being offered or in respect of which an invitation is made, for 

investment. 

No Shares shall be allotted on the basis of this Prospectus later than six months after the date of 

registration of this Prospectus. 

We are subject to the provisions of the Securities and Futures Act and the SGX-ST Listing Manual 

regarding corporate disclosure. In particular, if after this Prospectus is registered but before the close of 

the Invitation, we become aware of:- 

(a) a false or misleading statement or matter in this Prospectus; 

(b) an omission from this Prospectus of any information that should have been included in it under 

Sections 243 or 244 of the Securities and Futures Act; or 

(c) a new circumstance that has arisen since this Prospectus was lodged with the Authority which 

would have been required by Sections 243 or 244 of the Securities and Futures Act to be included 

in this Prospectus, if it had arisen before this Prospectus was lodged, 

that is materially adverse from the point of view of an investor, we may lodge a supplementary or 

replacement prospectus with the Authority pursuant to Section 241 of the Securities and Futures Act. 

Where the Authority issues a stop order pursuant to Section 242 of the Securities and Futures Act, and 

(a) in the case where the New Shares have not been issued to the applicants, the applications for the 

New Shares pursuant to the Invitation shall be deemed to have been withdrawn and cancelled and 

our Company shall, within 14 days from the date of the stop order, pay to the applicants all 

moneys the applicants have paid on account of their applications for the New Shares; or 

(b) in the case where the New Shares have been issued to the applicants, the issue of the New 

Shares pursuant to the Invitation shall be deemed void and our Company shall, within 14 days 

from the date of the stop order, pay to the applicants all moneys the applicants have paid on 

account of their applications for the New Shares. 

18


This Prospectus has been seen and approved by our Directors and they individually and collectively 

accept full responsibility for the accuracy of the information given in this Prospectus and confirm, having 

made all reasonable enquiries, that to the best of their knowledge, information and belief, the facts 

contained in this Prospectus are true and accurate and not misleading, that all expressions of opinion, 

intention and expectation contained herein are honestly held and made after due and careful 

consideration, that this Prospectus constitutes full and true disclosure of all material facts as at the date 

of this Prospectus about the Invitation, our Group and our Shares and that there are no other material 

facts the omission of which would make any statement herein misleading. 

The New Shares are offered for subscription solely on the basis of the information contained and the 

representations made in the Prospectus. 

Neither our Company, the Manager nor any other parties involved in the Invitation is making any 

representation to any person regarding the legality of an investment in our Shares by such person under 

any investment or other laws or regulations. No information in this Prospectus should be considered as 

being business, legal or tax advice. Each prospective investor should consult his own professional or 

other advisers for business, legal or tax advice regarding an investment in our Shares. 

No person has been or is authorised to give any information or to make any representation not contained 

in this Prospectus in connection with the Invitation and, if given or made, such information or 

representation must not be relied upon as having been authorised by us or the Manager, Underwriter 

and Placement Agent. Neither the delivery of this Prospectus and the Application Forms nor the Invitation 

shall, under any circumstances, constitute a continuing representation or create any suggestion or 

implication that there has been no change in the affairs of our Company or our Group or in any 

statement of fact or information contained in this Prospectus since the date of this Prospectus. 

Where such changes occur, we will promptly make an announcement of the same to the SGX-ST and 

the public and, if required, lodge a supplementary or replacement prospectus pursuant to Section 241 of 

the Securities and Futures Act. All applicants should take note of any such announcement and, upon the 

release of such announcement and/or documents, shall be deemed to have notice of such changes. 

Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon as, a promise or 

representation as to our future performance or policies. This Prospectus has been prepared solely for 

the purpose of the Invitation and may not be relied upon by any persons other than the applicants in 

connection with their application for the New Shares or for any other purpose. This Prospectus does 

not constitute an offer, or invitation or solicitation, to subscribe for the New Shares in any 

jurisdiction in which such offer or invitation or solicitation is unauthorised or unlawful nor does it 

constitute an offer or invitation or solicitation to any person to whom it is unlawful to make such 

an offer or invitation or solicitation. 

Copies of this Prospectus and the Application Forms may be obtained on request, subject to availability, 

during office hours from:- 

HL Bank 

20 Collyer Quay 

#01-02 Tung Centre 


and from members of the Association of Banks in Singapore, members of the SGX-ST and merchant 

banks in Singapore. A copy of this Prospectus is also available on the SGX-ST website 

http://www.sgx.com. 

19


The Application List will open at 10.00 a.m. on 8 June 2005 and will remain open until 12.00 noon 

on the same day or such other period or periods as our Directors may, in consultation with the 

Manager, in their absolute discretion decide, subject to any limitation under all applicable laws. 

In the event a supplementary or replacement prospectus is lodged with the Authority, the 

Application List will remain open for at least 14 days after the lodgement of the supplementary or 

replacement prospectus. 

Where applications have been made for the New Shares prior to the lodgement of the supplementary or 

replacement prospectus, we shall, within seven days from the date of lodgement of the supplementary or 

replacement prospectus, either:- 

(a) provide the applicants with a copy of the supplementary or replacement prospectus and provide 

the applicants with an option to withdraw their applications, or 

(b) treat the applications as withdrawn and cancelled and return all moneys paid, without interest or 

any share of revenue or other benefit arising therefrom, in respect of any application accepted 

within seven days from the date of lodgement of the supplementary or replacement prospectus. 

Any applicant who wishes to exercise his option to withdraw his application shall, within 14 days from the 

date of lodgement of the supplementary or replacement prospectus, notify us, whereupon we shall pay to 

the applicant all moneys paid by him on account of his application for the New Shares pursuant to the 

Invitation without interest or any share of revenue or other benefit arising therefrom and at the applicant’s 

risk within seven days from the receipt of such notification. 

Details of the procedures for application of the New Shares are set out in Appendix F of this 

Prospectus. 

20


INDICATIVE TIMETABLE FOR LISTING 

In accordance with the SGX-ST’s News Release of 28 May 1993 on the trading of initial public offering 

shares on a “when issued” basis, an indicative timetable is set out below for the reference of applicants:- 

Indicative Time and Date Event 

8 June 2005, 12.00 noon Close of Application List 

9 June 2005 Balloting of applications, if necessary or otherwise as may be 

approved by the SGX-ST (in the event of over-subscription for the 

Offer Shares) 

10 June 2005, 9.00 a.m. Commence trading on a “when issued” basis 

17 June 2005 Last day of trading on a “when issued” basis 

20 June 2005, 9.00 a.m. Commence trading on a “ready” basis 

23 June 2005 Settlement date for all trades done on a “when issued” basis and 

for all trades done on a “ready” basis on 20 June 2005 

The above timetable is only indicative as it assumes that the closing of the Application List takes place 

on 8 June 2005, the date of admission of the Company to the Official List of SGX-SESDAQ will be 

10 June 2005, the SGX-ST’s shareholding spread requirement will be complied with and the New Shares 

will be issued and fully paid prior to 10 June 2005. The actual date on which the Shares will commence 

trading on a “when issued” basis will be announced when it is confirmed by the SGX-ST. 

The above timetable and procedure may be subject to such modifications as the SGX-ST may in its 

discretion decide, including the decision to permit trading on a “when issued” basis and the 

commencement date of such trading. 

All persons trading in the Shares on a “when issued” basis, do so at their own risk. In particular, 

persons trading in the Shares before their Securities Accounts with CDP are credited with the 

relevant number of Shares do so at the risk of selling Shares which neither they nor their 

nominees, if applicable, have been allotted or are otherwise beneficially entitled to. Such persons 

are exposed to the risk of having to cover their net sell positions earlier if “when issued” trading 

ends sooner than the indicative date mentioned above. Persons who have net sell positions 

traded on a “when issued” basis should close their positions on or before the first day of “ready” 

basis trading. 

In the event of an early or extended closure of the Application List or the shortening or extension of the 

time period during which the Invitation is open, we will publicly announce the same:- 

(i) through a SGXNET announcement to be posted on the Internet at the SGX-ST website 

http://www.sgx.com; and 

(ii) in a major Singapore English newspaper such as The Straits Times or The Business Times. 

We will provide details of the results of the Invitation through the channels described in (i) and (ii) above. 

Investors should consult the SGX-ST announcement on the “ready” trading date on the Internet (at 

SGX-ST’s website http://www.sgx.com), or the newspapers or check with their brokers on the date on 

which trading on a “ready” basis will commence. 

21

PROSPECTUS SUMMARY 

The information contained in this summary is derived from and should be read in conjunction with the full 

text of this Prospectus. Terms defined elsewhere in this Prospectus have the same meanings when used 

herein. Prospective investors should carefully consider the information presented in this Prospectus, 

particularly the matters set out under “Risk Factors” before buying our Shares. 

OVERVIEW OF OUR GROUP 

Our Business 

We are principally in the business of providing customised software solutions for the banking and 

financial services industry. Our proprietary software products, packaged offerings and solutions address 

the operational and business needs of banks and financial institutions. 

Our core business may be categorised as follows:- 

(a) Software Development, Licensing and Implementation Services 

Our Software Development, Licensing and Implementation Services business includes the 

development, licensing, customisation and implementation of our SYMBOLS suite of products. 

(b) Software Maintenance and Enhancement Services 

After the installation and implementation of our customised software, customers usually require us 

to provide maintenance and enhancement services for the customised software adopted by them. 

The maintenance services are undertaken to ensure that the customised software is constantly 

fine-tuned and optimised to operate at an expected efficiency level to support evolving 

requirements of our customers. The enhancement services are undertaken to generate new 

functionalities in the customised software to meet our customers’ changing business needs. 

Our Competitive Strengths 

Our competitive strengths are as follows:- 

(a) We have an award winning product, namely, SYMBOLS 

Our SYMBOLS products and solutions are highly scalable, being able to support banks with small, 

medium or large-scale operations. It supports comprehensive banking business operations 

including retail, corporate and treasury banking activities. Our SYMBOLS products and solutions 

comprise an integrated application cluster of more than 30 modules, which may be categorised as 

front-office applications, back-office applications and the eApplication Framework. Our SYMBOLS 

products and solutions have received various recognition and awards over the years. 

(b) We have an established international customer base 

Our products have been supplied to and installed in our customers’ branches spanning more than 

25 countries across Europe, Middle East and Africa and Asia Pacific. 

(c) We have established international distribution channels and network 

We have a complementary network of distributors, sales and marketing agents in the international 

market with various industry leaders which allows us to market our products effectively to new 

markets. 

(d) We have established technology and resource partnerships with global IT leaders 

We have established partnerships with industry leaders that include BEA, Hewlett-Packard, IBM, 

Oracle, Sun Microsystems and Satyam which are designed to help us enhance our technology 

innovation and/or resource needs. 

22


(e) We have resource pools with international development and support capabilities 

We have resource pools located in various regional centres including Dubai for Middle East and 

Africa, Bratislava for Europe, Bangkok for Thailand and IndoChina and Singapore for Asia Pacific, 

delivering a combination of onsite project implementation and customer support activities. We also 

carry out off-site product development and customisation activities in Manila, Bangkok and 

Singapore. 

(f) We have an experienced management team 

Our CEO, Leslie Loh, has more than 18 years of experience in the banking software industry. He is 

supported by an experienced and well-balanced management team, most of whom have more 

than 15 years of experience in their respective fields. 

Our Strategies and Future Plans 

Our strategies and future plans for the growth and expansion of our business are as follows:- 

(a) Continuous development and enhancement of our products and solutions 

We intend to enhance our suite of products to support banks’ and financial institutions’ entire 

business needs using one seamlessly integrated technology platform, and to maintain our 

products’ competitiveness through extensive research and development efforts. We will also 

continue to develop all our core processing applications on our own and to utilise our products’ 

multi-language support features to localise our products to meet the requirements of various 

markets. 

(b) Customised solution delivery through expanded services offerings 

To help ensure that our products continue to meet the ongoing requirements of our customers, we 

offer our customers customised solutions and a wide range of professional services. We intend to 

expand the scope of the services we offer to our customers in countries in which we currently do 

not have a presence with the assistance of our service partners. 

(c) Establish global market recognition and acceptance for our products 

We will capitalise and expand on our existing global distribution network and product capabilities in 

order to address the needs of banks and financial institutions around the world. We intend to utilise 

our existing network of regional offices to continue to provide localised customer service in several 

regions. Where required, we also provide global customer support 24 hours a day, seven days a 

week. We intend to continue to strengthen our worldwide distribution infrastructure by adding more 

regional offices to support specific markets where the need arises. 

(d) Grow our business through strategic alliances 

We plan to continue to establish new partnerships and to expand on successful partnerships with 

technology vendors, consulting firms and systems integration companies to support our future 

growth as follows:- 

� Technology alliances for end-to-end solution – To ensure that we provide an end-to-end 

solution to our customers, we have and will embed third party technology components into 

our product where such incorporation does not compromise the integration of our product. 

� Distribution alliances to expand market coverage – We will continue to appoint global and 

regional distribution and channel partners to support the sale and delivery of our products 

and services in order to establish global market coverage and penetration for our products 

and services. 

� Services alliances for end-to-end professional services – We will continue to secure 

complementary resources from our services partners to support the implementation of our 

products to ensure that our customers effectively and successfully utilise our products. 

23


(e) Grow our business through strategic acquisitions and joint ventures 

We believe that establishing strategic alliances or joint ventures with our business partners and 

pursuing acquisitions are critical in achieving economies of scale, customer diversity and 

geographic presence. Where the opportunities arise, we may make strategic acquisitions or form 

joint ventures with business partners in certain markets to further increase our marketing 

channels, products and service offerings, or customer base. 

SUMMARY OF SELECTED CONSOLIDATED FINANCIAL INFORMATION 

The following tables present a summary of the consolidated financial highlights of our Group and should 

be read in conjunction with the full text of this Prospectus, including the Auditors’ Report and the related 

notes thereto which are set out in Appendix A of this Prospectus. 

Selected items from the Operating Results of our Group 

Audited 

($’000) FY2002 FY2003 FY2004 

Revenues 50,476 33,732 32,750 

Gross profit 30,709 18,287 21,462 

Profit/(loss) before income tax 5,500 (5,402) 7,328 

Profit/(loss) for the year 6,085 (5,471) 6,620 

EPS (cents) (1) 2.25 (2.02) 2.44 

Note:- 

(1) For comparative purposes, EPS for the years under review have been computed based on the profit/(loss) for the year and 

the pre-Invitation share capital of 270,788,960 Shares. 

Selected items from the Financial Position of our Group 

Audited 

($’000) FY2002 FY2003 FY2004 

Property, plant and equipment 1,732 1,111 779 

Other non-current assets 1,542 1,662 4,421 

Net current assets 17,803 3,221 10,234 

Non-current liabilities (33,064) (23,914) – 

Shareholders’ equity (11,987) (17,920) 15,434 

OUR CONTACT DETAILS 

Our registered address is 8 Temasek Boulevard #28-00 Suntec Tower Three Singapore 038988. Our 

telephone and fax numbers are 65-6333-4533 and 65-6333-4133 respectively. Our Company‘s 

registration number is 198304837E. Our website address is http://www.systemaccess.com. Information 

contained on our website does not constitute a part of this Prospectus. 

24

THE INVITATION 

Issue Size : 49,000,000 New Shares. The New Shares will, upon allotment and 

issue, rank pari passu in all respects with the existing issued Shares. 

Issue Price : $0.20 for each New Share 

The Offer : The Offer comprises an offering by our Company of 4,000,000 Offer 

Shares to members of the public in Singapore, subject to and on the 

terms and conditions of this Prospectus. 

The Placement : The Placement comprises 45,000,000 Placement Shares by way of 

placement comprising:- 

(i) 42,000,000 Placement Shares for applications by way of 

application forms; and 

(ii) 3,000,000 Reserved Shares reserved for our Non-Executive 

Directors, Independent Directors, employees, business associates 

and others who have contributed to the success of our Group. 

Reserved Shares : Of the Placement Shares, 3,000,000 Reserved Shares will be 

reserved for our Non-Executive Directors, Independent Directors, 

employees, business associates and others who have contributed to 

the success of our Group. In the event that any of the Reserved 

Shares are not taken up, they will be made available to satisfy 

applications made for the Placement Shares at the Issue Price or, in 

the event of an under-subscription for the Placement Shares, to 

satisfy applications made by members of the public for the Offer 

Shares at the Issue Price. 

Purpose of our Invitation : Our Directors consider that the listing and quotation of our Shares on 

the SGX-SESDAQ will enhance our public image locally and 

internationally and enable us to tap the capital markets to fund our 

business growth. It will also provide members of the public, our 

Directors, our employees and business associates of our Group an 

opportunity to participate in the equity of our Company. The Invitation 

will also enlarge our capital base for continued expansion of our 

business. 

Use of Proceeds : The net proceeds from the issue of the New Shares (after deducting 

the estimated issue expenses of $1.9 million) is estimated to be 

$7.9 million. We intend to utilise the net proceeds from the issue of 

the New Shares as follows:- 

(i) approximately $3.0 million for sales and marketing purposes, 

geographical expansion, strategic acquisitions and potential 

joint ventures of our Group, including such expenses which will 

be related to enhancing our sales and marketing efforts in the 

Middle East and Africa, and Asia Pacific; 

(ii) approximately $3.0 million to fund our Group’s research and 

development efforts, including but not limited to research and 

development efforts related to enhancement of our existing 

products, Islamic banking and e-Business solution; and 

(iii) the balance of approximately $1.9 million to be used as general 

working capital requirements for the expansion of our Group’s 

businesses. 

25

THE INVITATION 

Pending the above specific deployment of funds, we may use the 

funds as working capital or invest in short-term money market 

instruments as our Directors may, in their absolute discretion, deem 

fit. Please see “Use of Proceeds” on page 42 of this Prospectus for 

more details. 

There is no minimum amount which, in the reasonable opinion of our 

Directors, must be raised from the Invitation. 

Listing Status : Prior to the Invitation, there has been no public market for our Shares. 

Our Shares will be quoted in Singapore dollars on the SGX-SESDAQ 

subject to admission of the Company to the Official List of SGX- 

SESDAQ and permission for dealing in and for quotation of the 

Shares being granted by the SGX-ST. 

Risk Factors : Please refer to “Risk Factors” on pages 29 to 39 of this Prospectus. 

Trading board lot : Upon the admission of our Shares on the SGX-SESDAQ, trading of 

our Shares will be in board lots of 1,000 Shares. 

Trading currency : Our Shares will be quoted and traded in Singapore dollars on the 

SGX-SESDAQ. 

26

PLAN OF DISTRIBUTION 

The Issue Price was arrived at after consultations between ourselves and the Manager, Underwriter and 

Placement Agent and after taking into consideration, inter alia, prevailing market conditions and 

estimated market demand for the New Shares determined through a book-building process. The Issue 

Price is the same for all New Shares and is payable in full on application. 

Offer Shares 

The Offer Shares are made available to members of the public in Singapore for subscription at the Issue 

Price. The terms and conditions and procedures for application and acceptance are described in 

Appendix F of this Prospectus. 

In the event of an under-subscription for Offer Shares as at the close of the Application List, the number 

of Offer Shares under-subscribed shall be made available to satisfy applications for Placement Shares to 

the extent that there is an over-subscription for Placement Shares as at the close of the Application List. 

In the event of an over-subscription of the Offer Shares as at the close of the Application List and the 

number of Placement Shares are fully subscribed or over subscribed as at the close of the Application 

List, the successful applications for the Offer Shares will be determined by ballot or otherwise as 

determined by the Directors and approved by the SGX-ST. 

Pursuant to the terms and conditions contained in the Management and Underwriting Agreement as 

disclosed on pages 139 to 141 of this Prospectus, the Company appointed HL Bank and HL Bank has 

agreed to manage the Invitation and underwrite the Offer Shares. In the event of under-subscription, HL 

Bank will be committed to take and to pay for all the un-subscribed Offer Shares. However, HL Bank may, 

at its absolute discretion, appoint one or more sub-underwriters for the Offer Shares. 

Placement Shares (excluding Reserved Shares) 

Application for the Placement Shares may only be made by way of the Application Form. The terms and 

conditions and procedures for application and acceptance are described in Appendix F of this 

Prospectus. In the event of an under-subscription for Placement Shares (other than Reserved Shares) as 

at the close of the Application List, that number of Placement Shares (other than Reserved Shares) 

under-subscribed shall be made available to satisfy applications for Offer Shares to the extent that there 

is an over-subscription for Offer Shares as at the close of the Application List. 

Pursuant to the terms and conditions contained in the Placement Agreement as disclosed on pages 139 

to 141 of this Prospectus, HL Bank agreed to subscribe for and/or procure subscribers for the Placement 

Shares. In the event of under-subscription, HL Bank will be committed to take and to pay for all the 

unsubscribed Placement Shares (other than Reserved Shares). However, HL Bank may, at its absolute 

discretion, appoint one or more sub-placement agents for the Placement Shares. 

Subscribers of Placement Shares (excluding Reserved Shares) may be required to pay brokerage (and if 

so required, such brokerage may be up to 1.0% of the Issue Price), as well as any other similar charges. 

Reserved Shares 

Of the Placement Shares, 3,000,000 Reserved Shares will be reserved for our Non-Executive Directors, 

Independent Directors, employees, business associates and others who have contributed to the success 

of our Group at the Issue Price. They may accept, dispose of or transfer all or part of their respective 

Reserved Shares in our Company after the admission of our Company to the Official List of the SGX- 

SESDAQ. 

Any Reserved Shares not taken up will be made available first to satisfy other applications for the 

Placement Shares (other than Reserved Shares) to the extent that there is an over-subscription for the 

Placement Shares (other than Reserved Shares) and then to satisfy applications for Offer Shares to the 

extent that there is an over-subscription for Offer Shares. 

27

PLAN OF DISTRIBUTION 

None of the members of our Company’s management or employees intend to subscribe for Shares in the 

Invitation amounting to more than 5% of the New Shares. 

To the best of their knowledge, our Directors are not aware of any person who intends to subscribe for 

and purchase more than 5% of the New Shares. However, through the process of assessing market 

demand for our Shares, there may be person(s) who may indicate interest to subscribe for Shares 

amounting to more than 5% of the New Shares. If such person(s) were to make an application for Shares 

amounting to more than 5% of the New Shares and subsequently be allotted such number of New 

Shares, we will make the necessary announcements at an appropriate time. 

No Shares shall be allotted on the basis of this Prospectus later than six months after the date of 

registration of this Prospectus. 

28

RISK FACTORS 

Prospective investors should carefully consider and evaluate each of the following considerations and all 

other information set forth in this Prospectus before deciding to invest in our Shares. To the best of our 

Directors’ knowledge and belief, all risk factors that are material to investors in making an informed 

judgment have been set out below. If any of the following considerations and uncertainties develop into 

actual events, our business, financial conditions, results of operations and prospects could be materially 

and adversely affected. In such cases, the trading price of our Shares could decline and you may lose all 

or part of your investment in our Shares. 

This Prospectus also contains forward-looking statements having direct and/or indirect implications on 

our future performance. Our actual results may differ materially from those anticipated by these forwardlooking 

statements due to certain factors including the risks and uncertainties faced by us, as described 

below and elsewhere in this Prospectus. 

RISKS RELATING TO OUR INDUSTRY 

We face substantial and increasing competition from our competitors 

We face intense competition in the market we operate from both local and international companies. 

Please see “Competition” on pages 73 and 74 of this Prospectus. We expect that competition in our 

industry will continue to intensify from existing competitors and new entrants into the industry in the 

future. Some of our competitors may have longer operating histories, larger customer base, wider range 

of products and more resources which may enhance their competitiveness in the market. Increased 

competition may result in lower profit margins and a loss of market share. Our ability to maintain our 

competitive position is crucial to our continued success. If we fail to successfully compete against our 

existing and future competitors, our business, financial position and operating results will be adversely 

affected. 

Our future sales could be adversely affected by consolidation of the banking and financial 

services industry 

Consolidation of the banking and financial services industry could result in a smaller market for our 

products and services as the number of banks and financial institutions declines. In addition, a variety of 

factors arising from the consolidation of the banking and financial services industry could result in our 

customers reassessing their decision to purchase our products or could result in termination of services 

of existing customers. After consolidation, banks and financial institutions may experience a realignment 

of management responsibilities and we may lose relationships with key personnel within our customer’s 

organisation due to layoffs or budget cuts. Consolidation may also result in a change in the technological 

infrastructure of the combined entity, and our products and services may not integrate with this new 

technological infrastructure. The acquiring institution may also have its own in-house software system 

and the purchase of our products may not be necessary. The loss of a major customer or the smaller 

market for our products and services as a result of consolidation in the future could have a material 

adverse effect on our operating results. 

RISKS RELATING TO OUR GROUP 

We are dependent on the banking and financial services industry 

Our customers comprise banks and financial institutions. Accordingly, we are dependent on the banking 

and financial services industry to market our products and services. Any significant economic downturn 

in this industry and unforeseen events, including recession, inflation or other adverse occurrences may 

result in reduced IT expenditure or cancellation and postponement of major IT expansion projects, which 

would in turn have a detrimental impact on our operating results and financial position. 

29

RISK FACTORS 

We are dependent on our major customers 

We derive a significant portion of our revenues in each year from a small number of customers. For 

FY2002, FY2003 and FY2004, the aggregate of our sales to our major customers accounted for more 

than 80.0% of our total revenues, for each FY respectively and during this period, the aggregate of our 

sales to the Erste Group accounted for more than 50.0% of our total revenues. We expect that a small 

number of customers will continue to account for a substantial portion of our revenues each year. As a 

result, if we lose a major customer or if a major contract is cancelled, our operating results and financial 

position would be adversely affected. 

We are exposed to various project risks 

In FY2002, FY2003 and FY2004, approximately 57.7%, 30.9% and 30.6% of our revenues from our 

projects respectively were undertaken on a fixed-price basis and the remaining revenues was derived 

from projects that were based on actual man-days required to implement the projects. We charge our 

customers a fixed price that is determined upfront based on our evaluation of the estimated resources 

required to implement the project. We may underestimate our project costs in tendering or bidding for a 

project from our customers. In such an event, we may incur unanticipated costs which will adversely 

affect our profits and may cause us to incur losses. 

Delays in our projects may result from various unforeseen circumstances such as unanticipated 

difficulties in developing or customising the solutions for our customers arising from incomplete 

specifications, misinterpretation of and failure to adhere to specifications and procedures, staff turnover 

and human errors. In addition, the success of the implementation of our products is highly dependent on 

the integration of our products with our customers’ existing systems. The complexity and scope required 

to complete the integration process varies from case to case and it may require more time than 

anticipated which will result in a delay in delivering the solution. Additional costs may be incurred as a 

result of these project delays in negotiating and resolving potential issues. Project delays will also delay 

the recognition of revenues. Timely completion of our projects will allow our project teams to commence 

work on other projects and thereby optimising the use of our resources. Accordingly, our inability to 

complete a project as scheduled will adversely affect our operating results. 

In addition, we may also be liable to our customers for liquidated damages arising from such failure to 

and delay in the implementation of the projects. In addition, in one of our licence contract, we are liable to 

return 80% of the amount paid to us if we do not pass the user acceptance test prescribed under the 

contract. In any such event, our financial position and operating results may be adversely affected. 

We are subject to payment risks of our customers 

Typically, we collect payments from our clients or business partners on a progressive payment basis over 

the duration of a project which may take between six to 18 months. In addition, our clients will typically 

make the final progress payment two to three months after our software has gone through the 

acceptance tests. Please see “Our Business” on page 63 of the Prospectus for more details on our work 

processes. 

As at 30 June 2004, approximately 41% and 100% of the trade debtors and unbilled receivables, 

respectively, were due from our five major customers that constituted 80% of our total revenue in this 

financial year. Hence, we are vulnerable to the credit risks of our clients and business partners. If we are 

unable to collect our fees from our clients or business partners or if any of our major customers defaults 

on or fails to pay their fees to us, our operating results would be adversely affected. Please see “Credit 

Management” on page 84 of this Prospectus for more details. 

30

RISK FACTORS 

We are dependent on our ability to secure new orders for our products and services in the 

banking and financial services industry 

We derive substantially all of our revenues from the licensing of our products and the provision of our 

services to banks and financial services institutions. Our future growth depends on increased sales to the 

banking and financial services industry. A significant part of our business strategy depends on banks’ 

adoption of new technologies in handling functions that they previously performed without the use of 

computers or with more rudimentary software applications. As such, our future growth is dependent on 

the adoption of new technologies by banks and financial institutions that may result in their purchases of 

new software applications. There is no assurance that banks and financial institutions will adopt new 

technologies required for, or that our products will otherwise achieve, broad acceptance in this evolving 

market. In such an event, our operating results and financial position will be adversedly affected. 

In addition, we derived approximately 80.3%, 55.4% and 42.2% of our revenues in FY2002, FY2003 and 

FY2004 respectively from sales of software development, licensing and implementation services. 

Revenues from this business segment is generally non-recurring in nature. As such, if we are not able to 

secure new orders for the sales of software development, licensing and implementation services or our 

revenues from software maintenance and enhancement services segment does not increase sufficiently 

to offset a decline in sales of software development, licensing and implementation services, our operating 

results will be adversely affected. 

We may have to incur substantial research and development expenditure to maintain our 

competitive edge 

We have to constantly develop new products or enhancements to our existing products and new services 

in order to maintain our competitive edge. We are unable to forecast with any degree of certainty the 

amount of capital we will need to expend to successfully develop any new products, product 

enhancements or new services that we may plan to develop. Our expenditure on any product and 

services that we plan to develop may substantially exceed our planned budget. Despite any substantial 

expenditures that we may expend, there can be no assurance that we will be able to successfully 

develop new products, product enhancements or services or that such products, products enhancements 

and services will be successfully developed accordingly to our budget or schedule or that there will be a 

market for such products, product enhancements or services or that the sale thereof will be profitable. In 

such an event, our market share and our operating results may be adversely affected. 

We are dependent on our ability to introduce new versions or enhancements of our products in a 

timely manner 

Our industry is extremely dynamic and our success will depend on our ability to develop and successfully 

introduce new versions and product enhancements to our existing products to meet customers’ 

expanding needs, technological changes or regulatory developments on a timely basis. 

In particular, we believe our products must respond quickly to customers’ needs for broad functionalities 

and multi-platform support and to advances in hardware and operating systems. As a result of these 

requirements, we will need to make substantial investments in product development and research and 

development. We may lose our competitiveness and our operating results and financial position may be 

adversely affected if : 

� we are unable to anticipate or respond adequately to emerging trends, technological changes or 

regulatory developments in our target markets; 

� we are unable to develop, implement or deliver our product enhancements by adding innovative 

features that differentiate our products from our competitors’ products on a timely basis and at 

cost-effective prices; or 

� we are unable to achieve timely market acceptance of our product enhancements. 

31

RISK FACTORS 

We have in the past experienced delays in the planned release dates of new versions of our product and 

our product enhancements. New versions may not be released on schedule or may contain defects when 

released. There can be no assurance that we will be successful in developing and marketing product 

enhancements that respond to technological or regulatory changes, evolving standards, changing 

customer requirements or competition in a timely manner and at cost-effective prices or at all. 

In addition, it is uncertain whether any international industry standards will be established in relation to 

software applications for the banking and financial industry or whether we will conform to these new 

standards in a timely and competitive manner. New products or services offered by us or our competitors 

and any change in industry standards could cause customers to defer or cancel purchases of our 

products or services. Cancellations could reduce our revenues, adversely affecting our financial position 

and operations results. Failure to anticipate the prevailing standards could also have a material adverse 

effect on our business and results of operations. In addition, services or technologies developed by 

others could render our services or technology uncompetitive or obsolete. 

We are dependent on technology licensed to us by third parties 

We license technology from several software providers, including Oracle and BEA, that is integrated with 

internally developed software to perform key functions. Our license agreements with Oracle and BEA are 

renewable on a yearly basis. These license agreements may be terminated if we breach their terms and 

conditions. We anticipate that we will continue to license technology from Oracle and BEA and other 

software providers in the future. There is no assurance that we will be able to renew these licenses or 

such software may continue to be available on commercially reasonable terms, if at all. The loss of the 

Oracle and BEA technology licenses could result in delays in the license of our product until equivalent 

technology, if available, is developed or identified, licensed and integrated into our products. In such an 

event, our financial position and operating results will be adversely affected. 

We are dependent on our ability to integrate our products with our customers’ existing platforms 

We operate in an industry that is constantly changing. We currently serve a customer base with a wide 

variety of constantly changing hardware, software applications and networking platforms. Customer 

acceptance of our products depends on many factors such as: 

� our ability to integrate our products with multiple platforms and/or existing systems; 

� our ability to anticipate and support new standards, especially Internet standards; and 

� the integration of additional software modules of third parties adopted by our customers with our 

existing products. 

If our products fail to be integrated with our customers’ existing platform, it would be necessary to 

redesign our products to suit these customers. There is no assurance that any redesign could be 

accomplished in a cost-effective or timely manner. In addition, our customers’ existing platform and 

software vendors may develop new products and systems that are incompatible with our products. Our 

failure to integrate our products effectively with our customers’ existing platform could result in higher 

implementation costs or the loss of potential customers. Our financial position and operating results may 

be adversely affected. 

We face significant technical challenges in the large scale deployments of our products for our 

customers 

Our success requires that our products be highly scalable, or able to accommodate substantial increases 

in the number of users. Our products are expected to be deployed on a variety of computer hardware 

platforms and to be used in connection with a number of third party software applications by personnel 

who may have not previously used application software systems or our products. These deployments 

present very significant technical challenges, which are difficult or impossible to predict. If our customers 

have difficulty deploying our products for their business operations, particularly in large scale 

deployments of our products, it could damage our reputation and our operating results will be adversely 

affected. 

32

RISK FACTORS 

We may lose a valuable asset or incur costly litigation to protect our rights if we are unable to 

protect our intellectual property 

We depend upon our proprietary technology for our success and ability to compete effectively. We rely on 

trademark, trade secret and copyright laws, confidentiality procedures and contract laws to protect our 

intellectual property. We have registered and have applied for the registration of the “SYSTEM ACCESS”, 

“SYMBOLS” and “netSYMBOLS” trademarks and logos in various countries that we conduct our 

business. Please see “Copyrights, Patents, Trademarks and Other Intellectual Property Rights” on pages 

78 to 81 of this Prospectus for more details. There is no assurance that we will be able to secure 

registration of our trademarks and logos in the respective jurisdictions. 

It is also possible that our competitors or other third parties will adopt trademarks or logos similar to ours, 

thereby impeding our ability to build brand identity and possibly leading to customer confusion. 

In addition, there could be potential trademark infringement claims brought by owners of other registered 

trademarks or trademarks that incorporate variations of the term “SYSTEM ACCESS”, “SYSTEM 

ACCESS and SYMBOLS”, “SYMBOLS” or “netSYMBOLS”. We are aware of other companies using or 

owning the trademark “SYMBOL” and variations of that term in countries such as the United States of 

America, the United Kingdom and Singapore, including in some cases for computer-related goods and 

services. These users of similar terms may have senior trademark rights if they were ever to assert a 

claim against us for trademark infringement. Any such claims, or any failure on our part to obtain any 

trademark registration, may negatively affect our business. 

In addition, we currently own various Internet domain names, including “systemaccess.com”, 

“netsymbols.com”, “symbols.com.sg”, “symbols.com.ph” and “symbols.sk”. Under the “systemaccess 

.com” domain, we have also registered sub-domains, namely “sg.systemaccess.com”, “ph. 

systemaccess.com”, “ae.systemaccess.com” and “sk.systemaccess.com”. 

The acquisitions and maintenance of domain names is generally regulated by Internet regulatory bodies. 

The regulation of such domain names in the various countries is subject to change. Governing bodies 

may establish additional top-level domains, appoint additional domain name registrars or modify the 

requirements for holding domain names. As a result, we may be unable to acquire or maintain relevant 

domain names in all countries in which we conduct business or into which we choose to expand. 

Furthermore, the relationship between regulations governing domain names and laws protecting 

trademarks and similar proprietary rights continues to evolve. Therefore, we may be unable to prevent 

third parties from acquiring domain names that are similar to ours or which otherwise infringe upon or 

decrease the value of our intellectual property and other proprietary rights. 

Prior to 1999, some third party integrators were given access to our source code and we have granted or 

provided options to our customers the licensing right to access and modify our source code. The options 

were granted to our customers subject to terms acceptable to us. This source code was related to older 

version of our products. To fulfil certain contractual obligations, we have also deposited our computer 

source code with escrow agents. In accordance with industry practice, such escrow agents may only 

release our computer source code upon the occurence of specified default events. In such event, we may 

not be able to prevent the escrow agents from releasing our computer source code pursuant to the 

relevant escrow arrangements. Despite our efforts to protect our intellectual property, a third party could 

copy or obtain the source code to our products or other proprietary information without authorisation, or 

could develop software competitive to ours. The means that we have adopted to protect our proprietary 

rights may not be adequate and our competitors may independently develop equivalent or superior 

technology or duplicate our products. In addition, the laws of some foreign countries may not protect our 

proprietary rights to as great an extent as the laws of Singapore. 

We may have to litigate to enforce our intellectual property rights to protect our trade secrets or knowhow 

or to determine their scope, validity or enforceability. Enforcing or defending our proprietary 

technology is expensive, could cause the diversion of our resources and may not prove successful. Our 

protective measures may prove inadequate to protect our proprietary rights. We may lose a valuable 

asset or incur costly litigation to protect our rights if we are unable to protect our intellectual property. 

33

RISK FACTORS 

We are exposed to product liability claims 

Errors, defects or bugs may be found from time to time in our products after delivery to or during 

implementation by our customers. The latest version of our products, namely SYMBOLS version 8.0, was 

introduced in September 2002 and we have in the past discovered software errors in our products and, 

as a result, have experienced delays in delivery and implementation of our products. If we discover 

significant errors, defects or bugs in our products in the future, this could give rise to warranty or other 

liability claims against us, cause delays in product introduction, delivery or implementation, require 

design modifications, result in loss or a delay in market acceptance of our products or loss of existing 

customers, any of which could adversely affect our business, operating results and financial condition. 

Our agreements with our customers typically contain provisions designed to limit our exposure to 

potential product liability claims to the value of the relevant contract. Notwithstanding that, the sale and 

support of our products entail the risk of potential product liability claims. A product liability claim brought 

against us, even without merit, could have a material adverse effect on our business, financial condition 

and operating results. 

Our products’ functionalities may be impaired by defects in third party products associated with 

our products 

The effective implementation of our products depend upon the successful operation of third party 

products such as third party software that is integrated with internally developed software, in conjunction 

with our products. Any undetected errors in these products could prevent the implementation or impair 

the functionalities of our products, delay new product introductions or damage our reputation. In the past, 

we have experienced delays in product releases as a result of errors in third party software and incurred 

expenses in investigating the cause of and rectifying these errors. If errors in third party products are not 

detected, our products could be affected and our operating results will be adversely affected. 

We may need additional capital to finance our growth and such additional capital may not be 

available 

We believe that our available cash resources, cash generated from operations, and amounts available 

under our commercial credit facilities will be sufficient to meet our presently anticipated working capital 

and capital expenditure requirements. However, we may need to raise additional funds to:- 

� support our expansion into new markets; 

� develop new or enhanced products and services; 

� respond to competitive pressures; 

� acquire complementary businesses; and 

� acquire or develop new technologies or respond to unanticipated requirements. 

We cannot accurately predict the timing and amount of our capital requirements. If capital requirements 

vary materially from those currently planned, we may require additional financing sooner than 

anticipated. We currently do not have any commitments for additional financing. Those commitments may 

not be available on favourable terms, if at all. Any additional equity financing may dilute your interest in 

our Company or the newly issued equity securities may have rights, preferences or privileges senior to 

the Shares. Debt financing, if available, may involve restrictive covenants with respect to dividends, 

raising future capital and other financial and operational matters. If we are unable to obtain additional 

financing as needed, we may be unable to expand our operations, develop or enhance our products, take 

advantage of future opportunities or respond to competitive pressures or unanticipated requirements, 

which could have a material adverse effect on our business and operating results. 

34

RISK FACTORS 

We may have difficulty managing our future growth especially when we secure large scale 

projects 

In the past, we have experienced significant growth in relation to our operations in line with the market 

conditions at that point of time. We anticipate that additional expansion will be required in order to 

continue our business growth. Depending on the scale of our new projects, the growth in the size and 

complexity of our business and our customer base may place a significant strain on all aspects of our 

business. In particular, selling to large banks may place significant additional demands on our 

implementation operations. Our growing customer base has also placed additional demands on our 

customer support operations. Our future operating results will depend on our ability to:- 

� expand our services and support operations commensurate with our expanding customer base; 

� attract, hire and retain skilled personnel; and 

� achieve rapid execution necessary to support our market opportunity. 

There can be no assurance that our personnel, systems, procedures and controls will be adequate to 

support our operations or that we will otherwise be able to effectively manage any future growth. Any 

failure to implement and improve our operational, financial and management systems or to retain, 

expand, train, motivate or manage personnel could have a material adverse effect on our business, 

operating results and financial condition. 

We are dependent on direct-sales personnel and third party distribution channels to achieve 

revenue growth 

We currently market our products primarily through our regional sales teams. Our ability to achieve 

revenue growth in the future will largely depend on our success in retaining, recruiting and training 

sufficient direct sales personnel and establishing and maintaining relationships with distributors, resellers 

and systems integrators. 

Our products and services require a sophisticated sales effort targeted at the senior management of our 

prospective customers. Please see “Sales and Marketing” on pages 68 and 69 of this Prospectus. Our 

new hires require training and take time to achieve full productivity. Our recent hires may not become as 

productive as necessary, and we may be unable to hire sufficient numbers of qualified individuals in the 

future. In such an event, we may not have sufficient direct sales personnel to support the increase in 

business activities and our operating results will be adversely affected. 

We have relied and expect to continue to rely on alliances with local distributors to market our products in 

some markets, and intend to establish such alliances in various markets, such as Japan and Korea, 

which may be difficult for foreign companies to penetrate. We have also established non-exclusive 

alliances with several organisations such as Digital China for the PRC, Romsys for Romania and 

Moldova, Satyam for global distribution and Steria for France and French-speaking North Africa that we 

believe are important to our sales, marketing and support activities. Please see “Distribution and Channel 

Partners” on pages 71 and 72 of this Prospectus for more details. Our business may be adversely 

affected if any of these organisations reduces the amount of resources allocated to the sale of our 

products or otherwise sells other products in competition with our products, or terminates its relationship 

with us. We cannot be certain that we will successfully expand our other distribution channels or that any 

expansion will result in revenue increases. If we fail to expand our distribution channels, our operating 

results will be adversely affected. 

Our operating results or financial position may be affected by fluctuations in our revenues 

Our operating results have varied significantly in the past and may fluctuate significantly in the future. Our 

revenues are especially subject to fluctuation because they depend on the licensing and implementation 

of a small number of relatively high-value orders for our products and these orders may have long sales 

and implementation cycles. Therefore, if we do not secure a sufficient number of high-value orders in a 

particular financial reporting period, our revenues in future periods over which revenues from these 

orders would likely be recognised will be lower than expected. 

35

RISK FACTORS 

The period between initial contact with a potential customer and the purchase of our products and 

services is often long. To successfully sell our products and services, we generally must educate our 

potential customers regarding the functionalities and benefits of our products and services, which can 

require significant time and resources. Many of our potential customers are large banks and financial 

institutions that take relatively long periods of time to make significant business decisions. Our typical 

sales cycle has been approximately six to 18 months, and we generally recognise the revenues derived 

from the licensing of our products on a percentage of completion basis over a range of six to 18-month 

implementation period and from sales of other related services such as customisation, training and 

consultancy services as the services are provided. Furthermore, increases in the size and complexity of 

orders for our products and services and delays in our customers’ implementation or upgrading of the 

necessary computing environments could lengthen our implementation cycle. If our sales and 

implementation cycle unexpectedly lengthens in general or for one or more large orders or if we were to 

experience a delay on a large order, it would adversely affect the timing of revenue recognition and our 

financial position and operating results will be affected. 

We are dependent on our ability to expand our business into new geographical markets 

We have expanded, and intend to continue expanding, our international operations and enter additional 

markets. As of the Latest Practicable Date, we have approximately 292 employees employed in six 

countries providing services to customers in Europe, Middle East and Africa, and Asia Pacific. To 

increase our international sales opportunities, we will need to further develop our international sales, 

professional services and support organisations. If we are unable to expand our sales into new 

geographical markets, customise our products for local markets and build relationships with third parties 

abroad to market our products on a timely basis, we may not achieve our business growth and our 

operating results will be adversely affected. 

We are subject to foreign exchange risks 

Our measurement and presentation currency is SGD. As part of the ongoing review of the relevance of 

SGD as the measurement currency, we are continuing to review our revenues and expenses which are 

denominated in USD, certain other foreign currencies transactions, and transactions which are 

denominated in SGD. Consequently, we are exposed to currency exchange rate risks that could 

significantly affect the profitability of our operations and the competitiveness of our pricing. We currently 

do not hedge, and do not plan to enter into transactions to hedge, those risks. Any significant fluctuation 

of USD or the other foreign currencies relative to the Singapore dollar could have a significant effect on 

our financial condition and results of operations. Please see “Foreign Exchange Management” on pages 

102 and 104 of this Prospectus. 

Our results of operation may be affected if we cannot utilise certain tax credits 

Prior to 26 February 2004, our holding company was POL, a company incorporated in the Cayman 

Islands. On 26 February 2004, AHPL became our holding company. Due to the change in control of 

shareholding in our Company pursuant to the Share Capital Restructuring, we may not be able to utilise 

tax credits of $20.9 million arising out of losses for FY2001 and FY2003 to offset against our future 

profits. Accordingly, this may have an adverse impact on the amount of tax payable by us in the future, 

our financial position and results of operation. 

Our financial position and results of operation may be affected if we are unable to continue to 

qualify for the development and expansion incentive (“Incentive Scheme”) granted by the 

Economic Development Board of Singapore (“EDB”) 

Our Company was granted the Incentive Scheme for the development of banking software applications 

for a six-year period commencing on 1 July 2001. Pursuant to the Incentive Scheme, the tax rate levied 

on the income derived by our Company during the tax relief period from the qualifying activities is 13%. 

In general, our Company is required to incur and sustain certain annual total business spending and to 

employ and sustain a certain base of employees in Singapore in order to qualify for the Incentive 

36

RISK FACTORS 

Scheme. We have not been able to satisfy these two conditions. If we are unable to continue to qualify for 

the preferential tax rate levied under the Incentive Scheme, the income derived by our Company for the 

qualifying activities will be taxed in accordance with the prevailing corporate tax rates and this will 

adversely affect our financial position. 

We depend on the contribution of key personnel and senior management 

Our success depends upon the continued efforts and our ability to hire and retain skilled professionals 

with the requisite IT skills. Such skilled professionals are required in our training and research and 

development efforts and the delivery of our services to our customers. The dynamic and rapid changes in 

our industry requires our skilled professionals to keep abreast of evolving industry standards, 

continuously enhance and upgrade our products to adapt to the changing requirements and business 

environment in which our customers operate. Competition to attract such skilled professionals is intense 

and we cannot guarantee that we will be successful in doing so, in which case, the loss of their services 

will significantly affect our operations. 

In particular, Leslie Loh, our founder and CEO has been instrumental in spearheading our growth and 

development since our inception. Although he has entered into a Service Agreement with our Company 

for an initial term of three years, he may terminate his services to our Company by giving not less than 

six months’ notice in writing at any time under the Service Agreement. Please see “Service Agreement” 

on pages 119 and 120 of this Prospectus. 

Our success depends upon the continued efforts of Leslie Loh and our management team to pursue and 

execute our business strategies. They have the relevant experience in the business undertaken by us and 

have been instrumental in our growth and expansion. The loss of the services of these key executives 

without adequate replacement could have an adverse impact on our business, financial conditions and 

operating results. 

We are exposed to social, political, legal, regulatory and economic conditions of doing business 

overseas 

As we sell mainly into Europe, Middle East and Africa, and Asia Pacific, we are dependent on the 

economic growth and political stability in these countries. Any political unrest and economic or financial 

difficulties experienced by these countries can undermine our business growth and affect our operating 

results. In some countries where the legal systems, policies and regulations pertaining to its market 

economy are evolving, any adverse changes to the current approach may also adversely impact our 

operating results. 

In addition, we have operations in 10 countries and there are certain risks inherent in doing business in 

some of these countries, such as unexpected changes in the regulatory requirements, difficulties in 

staffing and managing foreign operations, political instability, cultural barriers, fluctuations in currency 

exchange rates, potentially adverse tax barriers to the repatriation of capital or profits, legal uncertainty 

regarding liability, reduced protection for intellectual property rights in some countries, tariffs, export 

controls and other trade barriers and variable and unexpected changes in local laws and difficulty in 

complying with a wide variety of foreign laws, any of which could materially affect our overseas 

operations and, consequently our business, operating results and financial position. 

We are subject to Malaysian government regulations on foreign investments and we have not 

sought the approval of the Foreign Investment Committee in respect of our shareholding in SA 

(Malaysia) 

Foreign Investment Committee (“FIC”) 

The current Foreign Investment Committee guidelines (the “FIC Guidelines”) state that in so far as the 

equity structure pertaining to foreign shareholding of a company incorporated in Malaysia is concerned, 

the approval of the FIC must be obtained for (a) any acquisition of 15% or more of the voting power of a 

Malaysian company by a single foreign interest or associated group or (b) any acquisition of an 

aggregate of 30% or more of the voting power of a Malaysian company by more than one foreign 

interests. 

37

RISK FACTORS 

Our Company currently holds 100% of the issued and paid-up share capital of SA (Malaysia), thus 

making SA (Malaysia) a 100% foreign owned company. In accordance with the FIC Guidelines, we are 

required to apply to the FIC for approval to hold 100% of the voting shares of SA (Malaysia). There is no 

assurance however, that FIC will grant our application if we apply for such approval and FIC may require 

us to dilute our shareholding interest in SA (Malaysia) and/or to divest part of our shareholding to 

Bumiputra parties. 

We have not sought the approval of the FIC in respect of our shareholding in SA (Malaysia). For FY2004, 

SA (Malaysia) did not materially contribute to our Group’s revenues and the impact on our profit before 

tax is immaterial. However, if its contribution becomes significant, and assuming we have to dilute our 

shareholding in SA (Malaysia) to the extent that SA (Malaysia) ceases to be a subsidiary, then there 

would be material adverse effect on the revenue and profit contributions of SA (Malaysia) to our Group. 

We have been advised that the prevailing judicial opinion in Malaysia is that the FIC Guidelines have no 

force of law and accordingly, no sanctioning provisions or statutory penalties are imposed for noncompliance 

with the FIC Guidelines. 

However, non-compliance with the FIC Guidelines may affect SA (Malaysia)’s applications or dealings 

with other statutory bodies or government departments or agencies as such statutory bodies, 

government departments and agencies may require confirmation that FIC approval has been obtained in 

considering whether to grant certain licences or approvals. 

RISK FACTORS RELATING TO AN INVESTMENT IN OUR SHARES 

Our Share price could be adversely affected by future sales of our Shares 

Any future sale or availability of our Shares in the public market can have a downward pressure on our 

Share price. The sale of a significant amount of Shares in the public market after the Invitation, or the 

perception that such sales may occur, could materially and adversely affect the market price of our 

Shares. These factors also affect our ability to sell additional equity securities. We anticipate that our 

Directors, Substantial Shareholders and their associates will collectively hold approximately 53.6% of our 

entire issued share capital after the Invitation. 

Although the Shares held by our Controlling Shareholder, Leslie Loh (who is also our CEO), our Non- 

Executive Directors, Lee Swee Heng, Barry Gilbert, the Investors listed on page 51 of this Prospectus 

and our Executive Officers (namely Catherine Ann Hart, Aravinth Kumarasamy and Toh Joo Peng), as 

well as our employees who in aggregate hold 264,019,240 Shares representing 82.6% of our Company’s 

entire issued share capital after the Invitation, are subject to moratorium (please see “General 

Information on Our Group – Moratorium” on page 54 of this Prospectus), any substantial sale of our 

Shares over a short period of time after the expiry of the applicable moratorium period (where applicable) 

by such shareholders could cause our Share prices to fall. Except as otherwise described in “General 

Information on Our Group – Moratorium” on page 54 of this Prospectus, there will be no restriction on the 

ability of other Shareholders to sell their Shares either on the SGX-ST or otherwise. 

There has been no prior market for our Shares and the Invitation may not result in an active or 

liquid market for our Shares 

Prior to the Invitation, there has been no public market for our Shares. Therefore, we cannot predict the 

extent to which a trading market will develop or how liquid that market might become. No assurance can 

be given that an active trading market for our Shares will develop or, if developed, will be sustained, or 

that the trading price for the Shares will not decline below the Issue Price. If an active trading market is 

not developed or sustained, the liquidity and trading price of our Shares could be materially and 

adversely affected. You should not take the listing as an indication of the merits of the Invitation, our 

Company, our subsidiaries, our Shares or the New Shares. 

38

RISK FACTORS 

Control of existing Shareholders may limit your ability to influence the outcome of decisions 

requiring the approval of Shareholders 

After the Invitation, we anticipate that our Directors, Controlling Shareholders and their associates will 

collectively hold approximately 34.4% of our entire issued share capital. These shareholders, acting 

together, will be able to significantly influence our corporate actions such as mergers or takeover 

attempts in a manner that could conflict with the interests of our public Shareholders. 

Investors in our Shares will face immediate and substantial dilution in the NTA per Share and may 

experience future dilution 

Our Issue Price is substantially higher than our Group’s NTA per Share of 6.5 cents adjusted for the net 

proceeds of the Invitation. Thus, there is an immediate and substantial dilution in the NTA per Share to 

new investors (please refer to “Dilution” on page 46 of this Prospectus). In addition, we intend to issue 

options under our System Access ESOS. To the extent that such options are ultimately exercised and 

new Shares are issued pursuant to such exercise are issued at below the Issue Price, there will be 

further dilution to investors participating in the Invitation. Further details of the System Access ESOS are 

described in “Directors, Management and Staff - Summary of the System Access Share Option Scheme” 

on pages 121 to 125 of this Prospectus and in Appendix E where the rules of the Scheme are set out. 

Additional funds raised through issuance of new Shares for our future growth will dilute 

shareholders’ equity interest 

We may, in the future, expand our capabilities and business through acquisition, joint venture and 

strategic partnership with parties who can add value to our business. We may require additional equity 

funding after the Invitation and our shareholders will face dilution of their shareholdings should we issue 

new Shares to finance future acquisitions, joint ventures and strategic partnership. 

Our Share price may be volatile, which could result in substantial losses for investors acquiring 

our Shares in the Invitation 

The market price of our Shares may be volatile and could fluctuate significantly and rapidly in response 

to, inter alia, the following factors, some of which are beyond our control:- 

� variations in our operating results 

� success or failure of our management team in implementing business and growth strategies 

� gain or loss of an important business relationship 

� changes in securities analysts’ recommendation, perceptions or estimates of our financial 

performance 

� changes in conditions affecting the industry, the general economic conditions or stock market 

sentiments or other events or factors 

� the liquidity of the market for our Shares 

� differences between our actual financial operating results and those expected by investors and 

analysts 

� additions or departures of key personnel 

� changes in general market conditions and broad market fluctuations 

� involvement in litigation 

These fluctuations may be exaggerated if the trading volume of our Shares is low. 

39

ISSUE PRICE 

INVITATION STATISTICS 

NTA 

NTA per Share based on the audited balance sheet of our Group as at 30 June 

2004:- 

(a) before adjusting for the estimated net proceeds of the New Shares and 

based on the pre-Invitation share capital of 270,788,960 Shares 

(b) after adjusting for the estimated net proceeds of the New Shares and 

based on the post-Invitation share capital of 319,788,960 Shares 

Premium of Issue Price per Share over the NTA per Share:- 

(a) before adjusting for the estimated net proceeds of the New Shares and 

based on the pre-Invitation share capital of 270,788,960 Shares 

(b) after adjusting for the estimated net proceeds of the New Shares and 

based on the post-Invitation share capital of 319,788,960 Shares 

EARNINGS 

Historical net EPS of our Group for FY2004 based on the pre-Invitation share 

capital of 270,788,960 Shares 

Historical net EPS of our Group had the Service Agreement set out on pages 

119 and 120 of this Prospectus been effected for FY2004 and based on the pre- 

Invitation share capital of 270,788,960 Shares 

PRICE EARNINGS RATIO 

Historical PER based on the historical net EPS of our Group for FY2004 

Historical PER based on the historical net EPS of our Group had the Service 

Agreement set out on pages 119 and 120 of this Prospectus been effected for 

FY2004 

NET OPERATING CASH FLOW (1) 

Historical net operating cash flow per Share of our Group for FY2004 based on 

the pre-Invitation share capital of 270,788,960 Shares 

Historical net operating cash flow per Share of our Group for FY2004 had the 

Service Agreement set out on pages 119 and 120 of this Prospects been 

effected for FY2004 and based on the pre-Invitation share capital of 270,788,960 

Shares 

PRICE TO NET OPERATING CASH FLOW 

Historical price to net operating cash flow ratio based on the historical net 

operating cash flow per Share for FY2004 

Historical price to net operating cash flow ratio based on the historical net 

operating cash flow per Share had the Service Agreement set out on pages 119 

and 120 of this Prospectus been effected for FY2004 

40 

20.0 cents 

4.74 cents 

6.49 cents 

3.22 times 

2.08 times 

2.44 cents 

2.41 cents 

8.20 times 

8.30 times 

0.87 cents 

0.83 cents 

23.00 times 

24.10 times

INVITATION STATISTICS 

MARKET CAPITALISATION 

Market capitalisation based on the Issue Price of 20.0 cents per Share and post- 

Invitation share capital of 319,788,960 Shares 

Notes:- 

(1) Net operating cash flow is defined as net cash provided by operating activities. Please refer to “Management’s Discussion 

and Analysis of Results of Operations and Financial Position” and the Auditors’ Report beginning on page 89 of this 

Prospectus and in Appendix A of this Prospectus respectively. 

(2) All figures and ratios have been derived without taking into consideration any Shares which may be issued pursuant to the 

exercise of Options granted or to be granted under the System Access ESOS. 

41 

$63.96 million

USE OF PROCEEDS 

The net proceeds from the issue of the New Shares is estimated to be approximately $7.9 million, which 

we intend to use for the following purposes:- 

(i) approximately $3.0 million for sales and marketing purposes, geographical expansion, strategic 

acquisitions and potential joint ventures of our Group, including but not limited to expenses such 

as staff and office set up cost as well as capital investment which will be related to enhancing our 

sales and marketing efforts in the Middle East and Africa, and Asia Pacific; 

(ii) approximately $3.0 million to fund our Group’s research and development efforts, including but not 

limited to research and development efforts related to enhancement of our existing products, 

Islamic banking and e-Business solution. This will comprise mainly staff cost, IT infrastructure cost 

and competency centres set up cost; and 

(iii) the balance of approximately $1.9 million to be used as general working capital requirements for 

the expansion of our Group’s businesses. 

Please refer to the section “Our Business Strategies and Future Plans” on pages 109 to 111 for details of 

our proposed future plans. 

Pending the specific deployment of the net proceeds from the issue of the New Shares for the purposes 

set out above, the net proceeds may be placed with banks or financial institutions or added to the 

working capital of our Group or be invested in short-term money markets or debt instruments, as our 

Directors may deem appropriate in their absolute discretion. 

42

DIVIDEND POLICY 

Our Company has not distributed any cash dividend on our Shares for FY2002, FY2003 and FY2004. We 

currently do not have a dividend policy. The declaration and payment of future dividends will be 

determined at the sole discretion of our Board of Directors subject to our shareholders’ approval, and will 

depend on our Group’s operating results, financial conditions, other cash requirements including capital 

expenditures, the terms of the borrowing arrangements (if any), and other factors deemed relevant by our 

Directors. There is no assurance that dividends will be paid in the future. Neither will there be any 

assurance regarding the amount or timing of any dividends that will be paid in the future. 

Information relating to taxes payable on dividends is set out in Appendix C “Description of Singapore Law 

and Regulations relating to Taxation” of this Prospectus. 

43

CAPITALISATION AND INDEBTEDNESS 

The following table shows our Group’s cash and cash equivalents, debt and capitalisation as at 30 June 

2004:- 

(i) based on our audited consolidated balance sheet as at 30 June 2004; and 

(ii) as adjusted to give effect to the proceeds from the issuance of the 49,000,000 New Shares 

pursuant to the Invitation at the issue price of $0.20 per Share, after deducting estimated 

expenses related to the Invitation. 

As adjusted for the net proceeds 

from the issue of the New Shares 

($’000) As at 30 June 2004 and the intended use of proceeds 

Cash and bank balances 5,116 13,054 

Indebtedness 

Current – – 

Non-current – – 

Total indebtedness – – 

Shareholders’ Equity 

Share capital 13,540 15,990 

Share premium 3,316 8,804 

Exchange translation reserve (687) (687) 

Accumulated losses (735) (735) 

Total shareholders’ equity 15,434 23,372 

TOTAL CAPITALISATION AND 

INDEBTEDNESS 15,434 23,372 

As at 31 January 2005, there were no material changes in our cash and bank balances, capitalisation 

and indebtedness, save for:- 

(a) increase in our cash and bank balances to $6.9 million; 

(b) changes in our exchange translation reserve arising from translation of foreign subsidiary financial 

statements into SGD; and 

(c) changes in our accumulated losses arising from the day-to-day operations in the ordinary course 

of business. 

As at the Latest Practicable Date, we have total factoring facilities of $2.0 million, none of which has 

been utilised. The factoring facilities are without recourse and bear interest at a discount rate of 1% 

above the prevailing bank prime rate or such other rate(s) as the bank may determine from time to time. 

The factoring advance is received based on the percentage of total invoice value assigned to the creditor. 

As at the Latest Practicable Date, our cash and bank balances are mainly held in US$ and EUR (1) . 

Note :- 

(1) Included in cash and bank balances are certain short-term deposits pledged to the bank in connection with guarantee 

facilities granted to the Company. 

44

CAPITALISATION AND INDEBTEDNESS 

Commitments 

As at 31 January 2005, we have a total of $2.3 million in respect of operating lease commitments. 

$’000 

Within 1 year 1,045 

Within 2 to 5 years 1,277 

Total 2,322 

The operating leases relate to our offices in Singapore and foreign offices. 

Capital Commitments 

As at the Latest Practicable Date, we have the following future capital commitments:- 

$’000 

Commitments in respect of contracts placed – 

Amounts approved but not contracted 109 

Total 109 

Our commitments relate mainly to replacement of old IT equipment and upgrade of IT infrastructure and 

are expected be funded by internally generated cash. 

Contingent Liabilities 

Save as described below, as at 31 January 2005, we do not have any other outstanding contingent 

liabilities (1) . 

As at the Latest Practicable Date, we have no material commitments for capital expenditures and any 

indirect or contingent indebtedness. 

Note:- 

(1) SA (Europe) has a contingent liability in respect of office premises previously occupied at Part 8th Floor, Tower 42, Old Broad 

Street, London which is contingent upon the default notice described below. As is normal in the London real estate market, 

SA (Europe) agreed, in an Authorised Guarantee Agreement with the landlord, when SA (Europe) assigned its lease to 

Robert Half Limited on 31st January 2003, to guarantee the performance by Robert Half Limited of the tenant’s obligations 

under the lease, for so long as Robert Half Limited is the tenant under the lease. 

The tenant’s obligations include the payment of rent at GBP146,490 per annum (plus VAT), plus service charge and 

insurance contributions to the building, and obligations to keep the leased premises in good and substantial repair. The 

lease expires on 20th September 2009, and SA (Europe)’s contingent liability would cease if Robert Half Limited themselves 

assign the lease, or the lease is terminated or surrendered before that date. 

In order to claim against SA (Europe) for a liquidated sum, the landlord must serve a default notice on SA (Europe) within six 

months of Robert Half Limited’s default. No notice had been served as at 30 June 2004. If a notice is served in the future, 

SA (Europe) would become entitled to take an overriding lease of the premises, giving SA (Europe) rights to forfeit the lease 

held by Robert Half Limited and find another tenant, thereby mitigating future liability. SA (Europe) has a right to be 

indemnified by Robert Half Limited in respect of any sums paid by SA (Europe) under the Authorised Guarantee Agreement. 

To the best of the knowledge of our Directors, Robert Half is not in default of the lease. Based on information currently 

available, the Directors do not expect a liability to arise from this guarantee. 

45

DILUTION 

Dilution is the amount by which the Issue Price to be paid by the applicants for our New Shares in the 

Invitation exceeds our NTA per Share after the Invitation. The NTA per Share as at 30 June 2004 before 

adjusting for the net proceeds from the Invitation and based on the pre-Invitation issued and paid-up 

share capital of 270,788,960 Shares was 4.7 cents (“Adjusted NTA per Share”). 

Based on the issue of 49,000,000 New Shares at an Issue Price of 20.0 cents for each New Share 

pursuant to the Invitation and after deducting the estimated issue expenses, the adjusted NTA of our 

Group as at 30 June 2004 would have been 6.5 cents per Share based on the post-Invitation issued and 

paid-up share capital of 319,788,960 Shares. This represents an immediate increase in NTA of 1.8 cents 

per Share to our existing Shareholders and an immediate dilution in NTA of 13.5 cents per Share to our 

new investors. The following table illustrates such dilution on a per Share basis:- 

Issue Price 20.0 

Adjusted NTA per Share as at 30 June 2004 4.7 

Increase in NTA per Share contributed by new investors 1.8 

NTA per Share after the Invitation 6.5 

Dilution in NTA per Share to new investors 13.5 

Cents 

The following table summarises the total number of Shares issued by us, the total consideration paid to 

us and the average price per Share paid by our existing Shareholders (after adjusting for the Share 

Restructuring), and the public pursuant to the Invitation:- 

Average price 

Number of Consideration per Share 

Shares % $ % $ 

Existing Shareholders 91,526,667 28.7 4,576,334 11.1 0.05 

Warburg Pincus (1) 6,769,720 2.1 – – – 

Executive Officers and Employees (2) 5,415,779 1.7 – – – 

Investors (3) 167,076,794 52.2 26,775,000 65.1 0.16 

Public 49,000,000 15.3 9,800,000 23.8 0.20 

Total 319,788,960 100.0 100.0 

Notes : 

(1) The 6,769,720 Shares are held equally by Warburg Pincus Equity Partners, L.P. and Warburg Pincus Ventures International 

L.P. The 6,769,720 Shares were acquired pursuant to the exercise of an option granted to each of them under an option 

agreement dated 30 January 2004. 

(2) Employees are the employees of our Group named in “General Information on our Group – Shareholders” beginning on page 

49 of this Prospectus. These Executive Officers and employees obtained their respective Shares from our Shareholders by 

way of a gift. 

(3) Investors are the persons named in the Subscription Agreement and Shareholders Agreement set out in “General 

Information on our Group – Shareholders” beginning on page 49 of this Prospectus. 

46


SHARE CAPITAL 

We were incorporated in Singapore on 11 October 1983 under the Companies Act as a private limited 

company under the name of “System Access Pte Ltd”. At the date of incorporation, our authorised share 

capital was $25,000 comprising 25,000 ordinary shares of $1.00 each. The issued and paid-up share 

capital of our Company was $2 comprising two ordinary shares of $1.00 each. 

Our authorised share capital and issued share capital were increased through the years, such that our 

authorised share capital was $30,000,000 divided into 30,000,000 ordinary shares of $1.00 each and our 

issued share capital was $27,078,896 divided into 27,078,896 ordinary shares of $1.00 each immediately 

prior to the Extraordinary General Meeting referred to below. 

At the Extraordinary General Meeting held on 7 June 2004, our Shareholders approved, inter alia, the 

following:- 

(a) the reduction of our issued and paid-up share capital from $27,078,896 divided into 27,078,896 

ordinary shares of $1.00 each to $13,539,448 divided into 27,078,896 ordinary shares of $0.50 

each, by cancelling the paid-up share capital which has been lost or is no longer represented by 

available assets to the extent of $0.50 on each of the issued shares, and by reducing the par value 

of each such issued share from $1.00 to $0.50; 

(b) the reduction of the sum of $22,635,060 standing to the credit of the share premium account of 

our Company as at 31 March 2004 to $3,316,524 by the cancellation of $19,318,536 which has 

been lost or is no longer represented by available assets (paragraphs (a) and (b) collectively, 

“Capital Reduction”); 

(c) the consolidation of every two ordinary shares of $0.50 each into one ordinary share of $1.00 each 

so that 27,078,896 ordinary shares of $0.50 each in the share capital of the Company were 

consolidated into 13,539,448 ordinary shares of $1.00 each (“Consolidation”); and 

(d) the sub-division of each ordinary share of $1.00 each in the authorised and issued and paid-up 

share capital of the Company into 20 ordinary shares of $0.05 each respectively (“Share Spilt”). 

The Capital Reduction was confirmed by an order of the High Court of Singapore made on 9 June 2004. 

At the Extraordinary General Meeting held on 19 March 2005, our Shareholders approved, inter alia, the 

following:- 

(a) the conversion of the Company into a public limited company and the change of its name to 

System Access Limited; 

(b) the adoption of the new Articles of Association of the Company; 

(c) that pursuant to Section 161 of the Companies Act, the authority be given to our Directors to issue 

up to 80,000,000 new ordinary shares of $0.05 each in capital of the Company; 

(d) that the authority be given to our Directors, pursuant to Section 161 of the Companies Act and the 

Articles of Association, to allot and issue shares in our Company, convertible securities and any 

shares in our Company pursuant to the convertible securities (whether by way of rights, bonus, or 

otherwise), at any time and from time to time to such persons and upon such terms and conditions 

and for such purposes as our Directors shall in their absolute discretion deem fit, provided always 

that the aggregate number of shares and convertible securities to be issued pursuant to such 

authority shall not exceed fifty per cent. (50%) of the adjusted post-Invitation issued share capital 

of our Company and that the aggregate number of shares and convertible securities to be issued 

other than on a pro-rata basis to the then existing shareholders of our Company shall not exceed 

twenty per cent. (20%) of the adjusted post-Invitation issued share capital of our Company. Unless 

47


revoked or varied by our Company in general meeting, such authority shall remain in force until the 

conclusion of our next Annual General Meeting or the expiration of the period within which our next 

Annual General Meeting is required by law to be held, except that our Directors shall be authorised 

to allot and issue new shares pursuant to the convertible securities notwithstanding that such 

authority has ceased. 

For this purpose and pursuant to Rule 806(3) and 806(4) of the SGX-ST Listing Manual, “adjusted 

post-Invitation issued share capital” shall mean the enlarged issued and paid-up capital of our 

Company after the Invitation, after adjusting for new shares arising from the conversion or exercise 

of any convertible securities and employee share options on issue at the time such authority is 

given and which were issued pursuant to previous shareholders’ approval and any subsequent 

consolidation or sub-division of shares; and 

(e) the establishment of the System Access ESOS, which comprises Options that may be granted in 

respect of such number of new Shares representing in aggregate not more than 15% of the 

prevailing number of issued Shares after the Invitation, the rules of which are set out in Appendix 

E of this Prospectus. 

As at the date of this Prospectus, our Company has only one class of shares, being ordinary shares of 

$0.05 each. The rights and privileges of our Shares are stated in the Articles of Association of our 

Company. Save for the Option Shares, there are no founder, management, deferred or unissued Shares 

reserved for any purpose. 

Upon the allotment and issue of the New Shares which are the subject of the Invitation, the resultant 

issued and paid-up capital of our Company will be increased to $15,989,448 comprising 319,788,960 

Shares. 

Details of the changes to the issued and paid-up share capital of the Company as at 30 June 2004 being 

the date of the last audited financial statements of our Company, and our resultant issued and paid-up 

share capital immediately after the Invitation are as follows:- 

Number of Shares $ 

Issued and fully paid-up ordinary shares of $1.00 

each as at 6 June 2004 27,078,896 27,078,896 

Capital Reduction of 27,078,896 ordinary shares of $1.00 

each into 27,078,896 ordinary shares of $0.50 each 27,078,896 13,539,448 

Consolidation of every two of the 27,078,896 ordinary shares 

of $0.50 each into one ordinary share of $1.00 each 13,539,448 13,539,448 

Sub-division of every one ordinary share of $1.00 each 

into twenty ordinary shares of $0.05 each 270,788,960 13,539,448 

Pre-Invitation share capital 270,788,960 13,539,448 

New Shares to be issued pursuant to the Invitation 49,000,000 2,450,000 

Post-Invitation share capital 319,788,960 15,989,448 

The authorised share capital and the shareholders’ funds of our Company as at 30 June 2004 and after 

the Invitation are set forth below. These statements should be read in conjunction with the Auditors’ 

Report set out in Appendix A of this Prospectus. 

48


($’000) As at 30 June 2004 After Invitation 

Authorised Share Capital 

Ordinary shares of $1.00 each – – 

Ordinary shares of $0.05 each 30,000 30,000 

Equity 

Issued and paid-up share capital 13,540 15,990 

Share premium 3,316 8,804 

Accumulated losses (735) (735) 

Exchange translation reserves (687) (687) 

Total equity 15,434 23,372 

SHAREHOLDERS 

Our Shareholders and their respective shareholdings in our Company immediately before and after the 

Invitation are set out below:- 

Before Invitation After Invitation 

Direct Interest Deemed Interest Direct Interest Deemed Interest 

No. of No. of No. of No. of 

Shares % Shares % Shares % Shares % 

Directors 

Leslie Loh (5) 103,552,168 38.2 – – 103,552,168 32.4 – – 

Lee Swee Heng (1), (5), (6) 5,381,795 2.0 – – 5,381,795 (1) 1.7 – – 

Lee Fook Chiew (1) – – – – – (1) – – – 

Lim Yong Hiang (1) – – – – – (1) – – – 

Dr Tang Pen San (1), (5) 1,002,864 0.4 – – 1,002,864 (1) 0.3 – – 

Chang Yeh Hong (1) – – – – – (1) – – – 

Jen Shek Voon (1) – – – – – (1) – – – 

Executive Officers 

Aravinth Kumarasamy (1), (2) 550,000 0.2 – – 550,000 (1) 0.2 – – 

Catherine Ann Hart (1), (2) 350,000 0.1 – – 350,000 (1) 0.1 – – 

Toh Joo Peng (1), (2) 150,000 0.1 – – 150,000 (1) n.m. – – 

Wong Heng Hwie (1) – – – – – (1) – – – 

Shareholders of 5% or 

more other than 

Directors and 


Infocomm (3), (5) HL Bank Nominees 

16,972,880 6.3 – – 16,972,880 5.3 – – 

(Singapore) Pte Ltd (4) 44,568,329 16.5 – – 44,568,329 13.9 – – 

49


Before Invitation After Invitation 

Direct Interest Deemed Interest Direct Interest Deemed Interest 

No. of No. of No. of No. of 

Shares % Shares % Shares % Shares % 

Other Shareholders 

other than Directors 

and Executive Officers 

(less than 5%) 

Goh Khoon Lim (5) 11,141,953 4.1 – – 11,141,953 3.5 – – 

Ong Nai Pew (5) Future Asset Group 

11,141,953 4.1 – – 11,141,953 3.5 – – 

Limited (5) Meridian Atlantic 

11,138,453 4.1 – – 11,138,453 3.5 – – 

Limited (5) Nuline Marketing 

8,778,161 3.2 – – 8,778,161 2.7 – – 

Singapore Pte Ltd (5) 7,680,759 2.8 – – 7,680,759 2.4 – – 

Winage Limited (5) 7,425,635 2.7 – – 7,425,635 2.3 – – 

Warburg Pincus 6,769,720 2.5 – – 6,769,720 2.1 – – 

Chew Beow Chin (5) Serial Investment 

5,571,242 2.1 – – 5,571,242 1.7 – – 

Pte Ltd (5) 5,486,483 2.0 – – 5,486,483 1.7 – – 

Quek Tun Yang (5) Computer Sciences 

4,243,220 1.6 – – 4,243,220 1.3 – – 

Pte Ltd (5) Lim Chye Huat @ 

Bobby Lim Chye 

2,785,610 1.0 – – 2,785,610 0.9 – – 

Huat (5) ZMC Technologies 

2,785,610 1.0 – – 2,785,610 0.9 – – 

Pte Ltd (5) 1,645,839 0.6 – – 1,645,839 0.5 – – 

Tan Ghuat Woon (5) 1,326,006 0.5 – – 1,326,006 0.4 – – 

Barry Gilbert (6) 1,236,850 0.5 – – 1,236,850 0.4 – – 

Rudolf Rolles (5) 795,604 0.3 – – 795,604 0.3 – – 

Liew Choy Leong (5) 636,483 0.2 – – 636,483 0.2 – – 

Ho Su Chue (5) 445,432 0.2 – – 445,432 0.2 – – 

Teow Swee Ling (5) 445,432 0.2 – – 445,432 0.2 – – 

Goh Lian Teik (5) 438,643 0.2 – – 438,643 0.1 – – 

Lee Chee Tat (5) 438,643 0.2 – – 438,643 0.1 – – 

Yeo Soon Huat (5) 438,643 0.2 – – 438,643 0.1 – – 

Ng Peng Teng (5) Khairil Anuar Bin 

334,461 0.1 – – 334,461 0.1 – – 

Abdullah (5) 329,380 0.1 – – 329,380 0.1 – – 

Lee Keen Whye (5) 222,769 0.1 – – 222,769 0.1 – – 

Lai Yit Loong (5) 212,161 0.1 – – 212,161 0.1 – – 

Other Employees (2) 4,365,779 1.5 – – 4,365,779 1.4 (1) – – 

Public (including 

Reserved Shares) – – – – 49,000,000 15.3 – – 

Total 270,788,960 100.0 319,788,960 100.0 

50


Notes:- 

(1) The Company intends to offer Reserved Shares to our employees, Executive Officers, Non-Executive Directors and 

Independent Directors in recognition of their contributions to the Group. With respects to our Non-Executive Directors and 

Independent Directors, the Company intends to offer up to 200,000 Reserved Shares for each such Director. 

(2) In order to recognise the past contribution of our Executive Officers and employees, our Shareholders agreed on 27 April 

2004 to transfer and on 14 March 2005 transferred, by way of a gift, in aggregate 5,415,779 Shares to the Executive Officers 

and the employees of our Group, named herein. Apart from the Executive Officers, Catherine Ann Hart, Aravinth 

Kumarasamy and Toh Joo Peng, “Other Employees” include Christopher Reddy, Irina Shoumilova, Roland Chui, Sanchez 

Ramon Emmanuel D, Charles Noel Josephraj, Krishnamoorthy Ramoo, Parresh Hasmukhrai Timbadia, Goh Choon Yang 

Daniel, Gopalakrishnan Sivaramakrishnan, Lad Chintaman Vasant, Lalgudi Ramamirtham Chandrasekaran, Lee Siew May, 

Lee Sze Yong, Mendoza Abraham I., Milin Prabhakar Khandekar, Pravin Ramchandra Bhat, Sundararajan Prabakaran, 

Venugopalan Kannapiran, Vipul Dedhia, Jagannivasan Manikantan, Jolly Jesudas, Howe Chiew Lee Lillie, Lim Lee Leng, Lim 

Meng Li, Eileen, Shung Lye Kuan, Cindy, Sim Li Li, Tan Peck Kee, Veronica L. Gonzales, Maria Rosario De Mesa Yaneza, 

Richelle Mageswary, Erni Binte Churaimi, Aw Yong Chui Chui, Elaine, Goh Geok Leng, Tina, Chua See Ping, Gonzales, 

Elaine T, Liu Hock Choy, Esmeraldo Cacho Capa, Mohd Ibrahim Akbar Ali, Rufino Francisco Camat, Chong Siew Ching, 

Chua Chien Ping, Delos Reyes Roderick Bingham, Dhanapalan Prakash, Fresnoza Roena Cecilia R. Roncal, Gary Lo Sia 

Su, James Billones Santos, Joseph George, Kanthale Vaidehi Sachin, Lee Hwee Leng, Lee Lay Geok, Liu Choon Yoong, 

Alvin, Loh Ti Loon, Terence, Maria Elena De Mesa, Maria Gina Catolico, Murugesan Premavathy, Nagoor Gani P, Ng Siow 

Yean, Angeline, Niu XiaoLi, Oliveros Orlando, Raman Prabhakar, Robert Ohajda, Sivasamy Rajeshkumar, Thota 

Krishnamanaidu Madhusudhana Rao, Vasudevan Radha, Visvanathan Venkatesh, Wee Teong Kee, Yeow Hwee Chean, 

Cathy, Yu Hong, Bharathi D/O Balasubramanyam, Cheng Fang, Indukur Naveen, Joseph Luna Cruz, Leah Francisa Lim, 

Michael Toledo, Muhammad Riza, Parampalli Krishna, Ravuru Subramanyam Bhaskar, Sahagun Ferdinand, Seah May Yen, 

Selina, Sim Leng Li, Lenny, Srinivasa Nagalli, Sriram Subramanian Chunangad, Sundararaman Magesh, Suresh Krishnan, 

Tan Guan Soon, Alvin, Tan Jek Leng, Vicente Ma Lourdes Asuncion, Victor Sanchez Yao, Jr, Badala Venkatachalapathy 

Ramkumar, Shashikanth Krishnamurthy, Yong Siat Lee, Chan Man Kit, Robert, Aruna Sudarshan Kodikara, Arvind 

Santhanam Prasad, Bhogadi Mohana Krishna, Hee Kok Hwa, Manohar Muniyandi Duraisamy, Nagar Giridhar Nayak, 

Nityananda Keshav Mestha, Richard Q. Relos, Sambandan Saparigiri, Srinivasa Rao A.V., Sunil Rao Bungre Kuloor, Suresh 

Rajagopal Kanjeevakkam, Valavan Raja, N. Prasannakumar, Soo Suet Hong, Mona, Leow Siew Choo, Trin, Grajcar Peter, 

Kaizerova Marta, Sipos Dusan, Svantner Pavel, Tyrpak Imrich, Danko Rastislav, Magal Igor, Kucera Jan, Stofko Emil and 

Bezek Jan. None of our Executive Officers and these employees are related to any of our Directors, Executive Officers or 

Substanial Shareholders. As at the Latest Practicable Date, Lee Sze Yong, Pravin Ramachandra Bhat, Gary Lo Sia Su, Yeow 

Hwee Chean, Cathy, Leah Francisa Lim, Badala Venkatachalapathy Ramkumar, Yong Siat Lee, Hee Kok Hwa, Suresh 

Rajagopal Kanjeevakkam and Soo Suet Hong, Mona, have ceased to be employees of the Group. 

(3) Infocomm is a wholly-owned subsidiary of IDA and was incorporated on 13 November 1996 under the name of NCB 

Holdings Pte Ltd. Infocomm changed to its present name on 9 June 2000. In line with IDA’s vision to develop Singapore into 

an infocomm hub, Infocomm aims to use its equity investments to support IDA’s efforts to achieve this vision. Infocomm’s 

investments are therefore focused fully on companies and projects that bring strategic value-add to the infocomm industry. 

Our Non-Executive Directors, Lee Fook Chiew and Lim Yong Hiang, are employed as the Chief Executive Officer and Deputy 

Director of Infocomm. 

(4) HL Bank Nominees (Singapore) Pte Ltd holds its 44,568,329 Shares for certain investors, namely, Yong Mee Swee, Christina 

Khoo Saw Yong, Seno Mualim, Gan Kong Hiok, Andrew Leong Wye Keong, Ta Kin Yan, Loong Chee Min @ Peter Loong, 

Yeap Poh Chim, Aishah Ong, Teo Hoo Seng, Tan Ah Hong, Ho Kian Hock @ Ho Cheng Chong, Tajuddin Tan, Harry Koh Soe 

Khon, Tan Kon Sin, Tay Teck Huat, Chin Fook Lai, Donald Teo Cheng Tuan, Hoe Shu Chuin, Ang Chiong Chai, Eng Guan 

Siah, Wee Eu Liang, Goh Lik San, Gan Kiat Chai, Tan Ghuat Woon, Seah Say Yoong, Great Media Associates Limited (a 

limited company incorporated in the British Virgin Islands and beneficially owned by Bernard Tsai and Lau Kit Wai), Ng Kim 

Ming, Chua Eng Yeow, Lee How Sung, Low Cheng Lum and Samuel Owen. None of these investors accounted for 5% or 

more of our total post-Invitation share capital. None of these investors are related to each other or to any of our Directors, 

Executive Officers or Substantial Shareholders. None of these investors have any business relationship with our Group. 

(5) Investors named in the Subscription Agreement and the Shareholders Agreement, namely Leslie Loh, Infocomm, Goh Khoon 

Lim, Ong Nai Pew, Winage Limited (a limited company incorporated in the British Virgin Islands and beneficially owned by 

Lim Oon Cheng), Meridian Atlantic Limited (a limited company incorporated in the British Virgin Islands and beneficially 

owned by Cheng Chih Kwong, Seet Chye Har Helen and Cheng Koh Chu Anton), Quek Tun Yang, Nuline Marketing 

Singapore Pte Ltd (a private limited company incorporated in Singapore and beneficially owned by Goh Bak Heng and 

Christina Au), Serial Investment Pte Ltd (a private limited company incorporated in Singapore and beneficially owned by 

Serial System Ltd and Goh Bak Heng is a controlling shareholder of Serial System Ltd), Chew Beow Chin, Lee Swee Heng, 

Lee Chee Tat, Goh Lian Teik, Yeo Soon Huat, Ng Peng Teng, ZMC Technologies Pte Ltd (a private limited company 

incorporated in Singapore and beneficially owned by Lee Chee Tat, Yeo Soon Huat and Goh Lian Teik), Ho Su Chue, Liew 

Choy Leong, Rudolf Rolles, Tang Pen San, Teow Swee Ling, Future Asset Group Limited (a limited company incorporated in 

the British Virgin Islands and beneficially owned by Augustine Wong Kum Fook, Cheong Kim Pong, Low Teck Seng and Lai 

Meng Seng), Lim Chye Huat @ Bobby Lim Chye Huat, Tan Ghuat Woon, Computer Sciences Pte Ltd (a private limited 

company incorporated in Singapore and beneficially owned by Data Dynamics Holdings Pte Ltd (a private limited company 

incorporated in Singapore and beneficially owned by Tan See Tee and Tan Boon Kok)), Khairil Anuar Bin Abdullah, Lee Keen 

Whye, Lai Yit Loong and HL Bank Nominees (Singapore) Pte Ltd referred to in note (4) above. Save as disclosed, none of 

these investors are related to each other or to any of our Directors, Executive Officers or Substantial Shareholders. Save for 

Leslie Loh, Dr Tang Pen San and Lee Swee Heng, who are our Directors, none of these investors have any business 

relationship with our Group. Please also see “Interest of Management and Others in Certain Transactions – Interested Person 

Transactions” beginning on page 126 of this Prospectus in relation to Dr Tang Pen San and Lee Swee Heng. 

51


(6) In connection with the Share Capital Restructuring, AHPL issued 65,365 and 196,094 AHPL Preference Shares to Barry 

Gilbert and Lee Swee Heng respectively. Barry Gilbert is a former employee and shareholder of POL. Lee Swee Heng is a 

director and former shareholder of POL. Upon the conversion of these AHPL Preference Shares into AHPL Ordinary Shares, 

Barry Gilbert and Lee Swee Heng had 65,365 and 196,094 AHPL Ordinary Shares. By a special resolution passed on 16 

March 2005, AHPL resolved to wind up by way of members voluntary liquidation. On 17 March 2005, the liquidator of AHPL 

declared an interim dividend in specie to the shareholders of AHPL and pursuant thereto, 1,236,850 and 3,710,529 Shares in 

our Company were transferred to Barry Gilbert and Lee Swee Heng respectively. Lee Swee Heng was nominated as our 

Non-Executive Director by Leslie Loh. 

Save as disclosed above, there is no other relationship between our Directors, Executive Officers and 

Substantial Shareholders. Save as disclosed above and in “Interest of Management and Others in 

Certain Transactions – Interested Person Transactions” beginning on page 126 of this Prospectus, none 

of our employees are related to our Directors, Executive Officers and Controlling Shareholders. 

The Shares held by our Directors and Substantial Shareholders do not carry different voting rights from 

the New Shares. 

To the best of the knowledge of our Directors and save as disclosed above, our Company is not directly 

or indirectly owned or controlled by another corporation, government or other natural or legal person 

whether severally or jointly. 

Save as disclosed on page 53 and in “General Information of Our Group – Share Capital Restructuring” 

beginning on page 55 of this Prospectus, there has been no significant change in the percentage of 

ownership in the issued share capital of our Company in the last three years prior to the Latest 

Practicable Date. 

As at the date of this Prospectus, to the best knowledge of our Directors, our Directors are not aware of 

any arrangements the operation of which may, at a subsequent date, result in a change in the control of 

our Company. 

None of our Executive Officers and employees has 5% or more in the issued and paid-up share capital of 

our Company after the Invitation. 

None of our Executive Directors or Executive Officers intends to subscribe for more than 5% of the New 

Shares. To the best of our knowledge, information and belief, we are not aware of any other third party 

who intends to subscribe for more than 5% of the New Shares. However, through a book-building 

process to assess market demand for our Shares, there may be some person(s) who may indicate 

his/their interest to subscribe for more than 5% of the New Shares. If such person(s) was/were to make 

an application for more than 5% of the New Shares, we will make the necessary announcements at an 

appropriate time. 

52

53 


SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP 

The significant changes in the percentage of ownership of our Company held by our Directors and Substantial Shareholders since the date of incorporation are 

as follows:- 

As at the date of Incorporation After the Share Capital Restructuring As at the Latest Practicable Date 

Direct Interest Deemed Interest Direct Interest Deemed Interest Direct Interest Deemed Interest 

No. of No. of 

ordinary ordinary 

shares of shares of No. of No. of No. of No. of 

Name S$1.00 each % S$1.00 each % Shares % Shares % Shares % Shares % 

Directors 

Leslie Loh 1 50 – – 103,552,168 38.2 – – 103,552,168 38.2 – – 

Lee Swee Heng – – – – 5,381,795 2.0 – – 5,381,795 2.0 – – 

Lee Fook Chiew – – – – – – – – – – – – 

Lim Yong Hiang – – – – – – – – – – – – 

Dr Tang Pen San – – – – 1,002,864 0.4 – – 1,002,864 0.4 – – 

Chang Yeh Hong – – – – – – – – – – – – 

Jen Shek Voon – – – – – – – – – – – 

Substantial 

Shareholders 

Infocomm (1) HL Bank Nominees 

– – – – 16,972,880 6.3 – – 16,972,880 6.3 – – 

(Singapore) Pte Ltd (2) 44,568,329 16.5 – – 44,568,329 16.5 – – 

Notes : 

(1) Infocomm is a wholly-owned subsidiary of IDA and was incorporated on 13 November 1996 under the name of NCB Holdings Pte Ltd. Infocomm changed to its present name on 9 June 2000. In 

line with IDA’s vision to develop Singapore into an infocomm hub, Infocomm aims to use its equity investments to support IDA’s efforts to achieve this vision. Infocomm’s investments are therefore 

focused fully on companies and projects that bring strategic value-add to the infocomm industry. 

(2) HL Bank Nominees (Singapore) Pte Ltd holds the Shares on behalf of certain investors, namely, Yong Mee Swee, Christina Khoo Saw Yong, Seno Mualim, Gan Kong Hiok, Andrew Leong Wye 

Keong, Ta Kin Yan, Loong Chee Min @ Peter Loong, Yeap Poh Chim, Aishah Ong, Teo Hoo Seng, Tan Ah Hong, Ho Cheng Chong @ Ho Kian Hock, Tajuddin Tan, Harry Koh Soe Khon, Tan Kong 

Sin, Tay Teck Huat, Chin Fook Lai, Donald Teo Cheng Tuan, Hoe Shu Chuin, Ang Chiong Chai, Eng Guan Siah, Wee Eu Liang, Goh Lik San, Gan Kiat Chai, Tan Ghuat Woon, Seah Say Yoong, 

Great Media Associates Limited, Ng Kim Ming, Chua Eng Yeow, Lee How Sung, Low Cheng Lum and Samuel Owen. 

Save as disclosed above and in “General Information of Our Group – Share Capital Restructuring” beginning on page 55 of this Prospectus, there are no other 

significant changes in percentage of ownership of our Company in the last three years up to the Latest Practicable Date.


MORATORIUM 

To demonstrate his commitment to our Group, our Controlling Shareholder and CEO, Leslie Loh, who 

holds 103,552,168 Shares, representing approximately 32.4% of the Company’s post-Invitation share 

capital, have undertaken not to dispose of or transfer any part of his direct and indirect interests in the 

Company for a period of six months commencing on the date of our Company’s admission to the Official 

List of the SGX-SESDAQ (“Admission Date”) and six months thereafter not to sell, transfer or otherwise 

dispose of more than 50 per cent. of his interests in the Company immediately after the Invitation. 

In addition, Lee Swee Heng (excluding the Shares transferred to him upon the redemption of his RULS) 

and Barry Gilbert, who will in aggregate, hold 4,947,379 Shares representing approximately 1.5% of the 

Company’s post-Invitation share capital, have each undertaken not to dispose of or transfer any part of 

their respective direct and indirect interests in the Company for a period of six months commencing on 

the Admission Date and six months thereafter not to sell, transfer or otherwise dispose of more than 50 

per cent. of his interests in the Company immediately after the Invitation. 

Further, each of the Investors, namely, Infocomm, Goh Khoon Lim, Ong Nai Pew, Winage Limited, 

Meridian Atlantic Limited, Quek Tun Yang, Nuline Marketing Singapore Pte Ltd, Serial Investment Pte Ltd, 

Chew Beow Chin, Lee Chee Tat, Lee Swee Heng, Goh Lian Teik, Yeo Soon Huat, Ng Peng Teng, ZMC 

Technologies Pte Ltd, Ho Su Chue, Liew Choy Leong, Rudolf Rolles, Tang Pen San, Teow Swee Ling, 

Future Asset Group Limited, Lim Chye Huat @ Bobby Lim Chye Huat, Tan Ghuat Woon, Computer 

Sciences Pte Ltd, Khairil Anuar Bin Abdullah, Lee Keen Whye, Lai Yit Loong, Yong Mee Swee, Christina 

Khoo Saw Yong, Seno Mualim, Gan Kong Hiok, Andrew Leong Wye Keong, Ta Kin Yan, Loong Chee Min 

@ Peter Loong, Yeap Poh Chim, Aishah Ong, Teo Hoo Seng, Tan Ah Hong, Ho Cheng Chong @ Ho Kian 

Hock, Tajuddin Tan, Harry Koh Soe Khon, Tan Kong Sin, Tay Teck Huat, Chin Fook Lai, Donald Teo 

Cheng Tuan, Hoe Shu Chuin, Ang Chiong Chai, Eng Guan Siah, Wee Eu Liang, Goh Lik San, Gan Kiat 

Chai, Tan Ghuat Woon, Seah Say Yoong, Great Media Associates Limited, Ng Kim Ming, Chua Eng 

Yeow, Lee How Sung, Low Cheng Lum and Samuel Owen who will in aggregate, hold 150,103,914 

Shares representing approximately 46.9% of the Company’s post-Invitation share capital has each 

voluntarily undertaken not to dispose of or transfer any part of their respective direct and indirect 

interests in the Company for a period of six months commencing on the Admission Date. 

Further, the following Executive Officers and employees of our Group, who will in aggregate, hold 

5,415,779 Shares representing approximately 1.7% of the Company’s post-Invitation share capital, have 

voluntarily undertaken not to dispose of or transfer any part of their direct and indirect interests in the 

Company for a period of 12 months from the Admission Date:- 

Name No. of Shares % of post-Invitation shareholding 

Executive Officers (1) 

Aravinth Kumarasamy 550,000 0.2 

Catherine Ann Hart 350,000 0.1 

Toh Joo Peng 150,000 n.m. 

Other Employees (1) 4,365,779 1.4 

Note:- 

(1) Please see note (2) of “General Information on our Group – Shareholders” on page 51 of this Prospectus for more details. 

54


SHARE CAPITAL RESTRUCTURING 

Our Group has been in existence since 2002. Prior to 26 February 2004, the former holding company of 

our Company was POL and, save for SA (Thailand), our Company beneficially held 100% of the shares 

of all our subsidiaries set out on page 59 of this Prospectus. The major shareholders of POL included 

Leslie Loh, Warburg Pincus and the then employees of the Group (including Lee Swee Heng and Barry 

Gilbert). 

On 29 January 2004, AHPL, Leslie Loh and the Investors entered into a Subscription Agreement 

pursuant to which AHPL agreed to issue 15,750,000 RULS in aggregate to the Investors for cash at the 

issue price of US$1.00 for each. 

As a condition to the completion of the Subscription Agreement, Leslie Loh assigned to AHPL his 

shareholder’s loan of US$2,855,432 which was owed to Leslie Loh by POL (“Shareholder’s Loan”) in 

consideration for the issue of the following shares by AHPL to Leslie Loh and his nominees:- 

(a) 4,827,000 AHPL Preference Shares; and 

(b) 9,998 AHPL Ordinary Shares. 

AHPL and POL entered into a Share Purchase Agreement on 30 January 2004 pursuant to which POL 

transferred its entire shareholding in our Company to AHPL for a consideration of US$17,855,432 paid 

partly in cash of US$15 million and partly by setting off the Shareholder’s Loan. 

As a condition to the completion of the Share Purchase Agreement, POL capitalised outstanding loan 

and advances of $26,729,514 made by POL to our Company by the issue and allotment of 26,729,514 

ordinary shares of $1.00 each in the capital of our Company to POL. 

In addition, an Option Agreement was executed on 30 January 2004 between AHPL, Warburg Pincus 

Equity Partners, L.P. and Warburg Pincus Ventures International L.P. (collectively, “Warburg Pincus”) 

pursuant to which Warburg was granted an option to purchase 676,972 ordinary shares of $1.00 each in 

our Company from AHPL. 

On completion of the Subscription Agreement, Leslie Loh transferred 6,300 AHPL Ordinary Shares to the 

Investors in proportion to the number of RULS held by them in order to give the Investors an aggregate 

of 63% of the voting rights in our Company. These 6,300 AHPL Ordinary Shares were transferred back to 

Leslie Loh upon the redemption of the RULS by the Investors. 

Under the Subscription Agreement, holders of RULS may redeem their RULS after the expiry of two 

years of their issue by cash or by transfer by AHPL of ordinary shares in the capital of our Company 

representing in aggregate 63% of the total issued share capital of our Company. In the event of listing of 

our Company on a recognised exchange, including the SGX-ST, the RULS will be redeemed by the 

transfer by AHPL of ordinary shares in the capital of our Company representing in aggregate 63% of the 

total issued share capital of our Company. 

On 19 April 2004, Warburg Pincus exercised its option and 338,486 Shares were each transferred to 

Warburg Pincus Equity Partners, L.P. and Warburg Pincus Ventures International L.P. from AHPL for a 

nominal consideration. 

By a special resolution passed on 7 June 2004, our Shareholders approved the Capital Reduction. The 

Capital Reduction was sanctioned by the High Court on 9 June 2004. Consequent upon the Capital 

Reduction, our share capital and share premium was reduced to $13,539,448 and $3,316,524 

respectively. 

55


On 14 March 2005, AHPL transferred in aggregate 5,415,779 Shares to the Executive Officers and 

employees of our Group by way of gift in the proportion set out in “Moratorium” on page 54 of this 

Prospectus. Some of these employees have since resigned from the Group (please refer to note (2) of 

“General Information on our Group – Shareholders” on page 51 of this Prospectus for more details.) 

On 14 March 2005, all RULS were redeemed and AHPL transferred in aggregate 167,076,794 Shares in 

our Company to the holders of RULS. As a result of the redemption, the Investors held the following 

Shares in the capital of our Company:- 

No. of RULS held by No. of new Shares issued % of share 

the Investors prior to the Investors upon capital before 

Investors to redemption redemption the Invitation 

Leslie Loh 1,600,000 16,972,880 6.27 

Infocomm 1,600,000 16,972,880 6.27 

Goh Khoon Lim 1,050,330 11,141,953 4.11 

Ong Nai Pew 1,050,330 11,141,953 4.11 

Winage Limited 700,000 7,425,635 2.74 

Meridian Atlantic Limited 827,500 8,778,161 3.24 

Quek Tun Yang 400,000 4,243,220 1.57 

Nuline Marketing Singapore Pte Ltd 724,050 7,680,759 2.84 

Serial Investment Pte Ltd 517,200 5,486,483 2.03 

Chew Beow Chin 525,190 5,571,242 2.06 

Lee Swee Heng 157,547 1,671,266 0.62 

Lee Chee Tat 41,350 438,643 0.16 

Goh Lian Teik 41,350 438,643 0.16 

Yeo Soon Huat 41,350 438,643 0.16 

Ng Peng Teng 31,529 334,461 0.12 

ZMC Technologies Pte Ltd 155,150 1,645,839 0.61 

Ho Su Chue 41,990 445,432 0.16 

Liew Choy Leong 60,000 636,483 0.24 

Rudolf Rolles 75,000 795,604 0.29 

Tang Pen San 94,538 1,002,864 0.37 

Teow Swee Ling 41,990 445,432 0.16 

Future Asset Group Limited 

Lim Chye Huat 

1,050,000 11,138,453 4.11 

@ Bobby Lim Chye Huat 262,594 2,785,610 1.03 

Tan Ghuat Woon 125,000 1,326,006 0.49 

Computer Science Pte Ltd 262,594 2,785,610 1.03 

Khairil Anuar Bin Abdullah 31,050 329,380 0.12 

Lee Keen Whye 21,000 222,769 0.08 

Lai Yit Loong 

HL Bank Nominees (Singapore) 

20,000 212,161 0.08 

Pte Ltd (1) 4,201,368 44,568,329 16.46 

Total 15,750,000 167,076,794 61.69 

Note:- 

(1) HL Bank Nominees (Singapore) Pte Ltd holds the Shares on behalf of certain investors, namely, Yong Mee Swee, Christina 

Khoo Saw Yong, Seno Mualim, Gan Kong Hiok, Andrew Leong Wye Keong, Ta Kin Yan, Loong Chee Min @ Peter Loong, 

Yeap Poh Chim, Aishah Ong, Teo Hoo Seng, Tan Ah Hong, Ho Cheng Chong @ Ho Kian Hock, Tajuddin Tan, Harry Koh Soe 

Khon, Tan Kon Sin, Tay Teck Huat, Chin Fook Lai, Donald Teo Cheng Tuan, Hoe Shu Chuin, Ang Chiong Chai, Eng Guan 

Siah, Wee Eu Liang, Goh Lik San, Gan Kiat Chai, Tan Ghuat Woon, Seah Say Yoong, Great Media Associates Limited, Ng 

Kim Ming, Chua Eng Yeow, Lee How Sung, Low Cheng Lum and Samuel Owen. 

56


On 14 March 2005, the shareholders of AHPL converted their AHPL Preference Shares into AHPL 

Ordinary Shares. 

On 16 March 2005, the shareholders of AHPL passed a special resolution to wind up AHPL by a 

members voluntary liquidation. On 17 March 2005, the 91,526,667 Shares held by AHPL in our Company 

were distributed in specie to the shareholders of AHPL in the following proportion:- 

No. of ordinary shares of $1.00 No. of Shares in our Company 

each in AHPL held by the transferred in specie to the 

Shareholder of AHPL shareholder shareholders of AHPL 

Leslie Loh 4,575,541 86,579,288 

Lee Swee Heng 196,094 3,710,529 

Barry Gilbert 65,365 1,236,850 

Total 4,837,000 91,526,667 

57

58 

GROUP STRUCTURE 

SA 

(Malaysia) 

SA 

(Europe) 

SA 

(Slovak) 


SA 

(Philippines) 

System Access 

Limited (1) 

SA 

(Americas) 

SA 

(Thailand) 

SA (Czech) 

SA (Geneva) 

Note : 

(1) We have registered a branch office in Dubai with effect from 23 April 2003. Our representative office in Dubai which was registered on 13 August 1998, was de-registered with effect from 

11 May 2004.


We do not have any associated companies. The details of our subsidiaries and related companies as at 

the date of this Prospectus is as follows:- 

Name of Subsidiaries Date and place Issued and Percentage 

and Related Companies of incorporation Principal business paid-up capital owned 

System Access Asia 18 July 1989 Design, development, MYR2 100% 

Pacific Sdn Bhd Malaysia marketing, implementation 

of banking software and 

provision of technical 

support services. 

System Access 22 December 1994 Design, development, GBP10,000 100% 

(Europe) Limited England and marketing, implementation 

Wales of banking software and 



System Access 6 February 1996 Design, development, PHP12,500,000 100% 

(Philippines), Inc. The Philippines marketing, implementation 




System Access 15 July 1998 Design, development, US$100 100% 

(Americas), Inc. New Jersey marketing, implementation 

USA of banking software and 



System Access 9 June 1999 Design, development, THB1,000,000 99.9% (2) 

International Ltd. Thailand marketing, implementation 




System Access 21 January 2000 Design, development, SKK200,000 100% owned 

Slovakia spol. s.r.o. Slovakia marketing, implementation by SA 

of banking software and (Europe) 



System Access s.r.o. 3 January 2001 Design, development, CZK100,000 100% 

Czech Republic marketing, implementation 




System Access 25 April 2002 Design, development, CHF20,000 100% 

(Suisse) Sarl Switzerland marketing, implementation 




Notes:- 

(1) Our Company held 100,000 ordinary shares of $0.10 each in the capital of Beans Fusion Pte Ltd (“Beans Fusion”), 

representing 3.3% of the issued and paid-up ordinary shares in the capital of Beans Fusion. By an agreement dated 29 

March 2004 made between the shareholders of Beans Fusion (including our Company and Infocomm who is a shareholder 

of our Company) and Ng Kek Wee, our Company agreed to sell our entire shareholdings in Beans Fusion to Ng Kek Wee for 

a nominal consideration of $1.00. All the shareholders of Beans Fusion, including our Company, agreed to sell Beans Fusion 

to Mr Ng. The disposal was completed on 29 March 2004. Prior to December 2002, our Director, Lim Yong Hiang, who is 

employed as the Deputy Director of Infocomm acted as a director of Beans Fusion pursuant to Infocomm’s nomination. 

(2) Please see “Government Regulations” beginning on page 86 for more details. 

59


HISTORY AND DEVELOPMENT OF OUR GROUP 

Our company was incorporated on 11 October 1983 in Singapore under the Act as a private limited 

company under the name of System Access Pte Ltd. On 21 March 2005, we were converted to a public 

limited company and changed our name to System Access Limited. Since the commencement of our 

operations in 1983, we have over 20 years of experience in designing, developing, implementing, 

upgrading and maintaining banking software products. 

Between 1983 and 1998, we developed and sold banking software to support “back-office” operational 

functions of core retail and wholesale banking activities. Since 1998, with the emergence of Internet 

commerce, we extended the development of our “back-office” software to support “front-office” operations 

of the bank including customer service management and multi-channels delivery functions. 

In the past 10 years, we focused our sales and marketing activities on the banking and financial services 

sectors of the emerging economy markets and have distributed our universal banking software solution 

which supports retail, corporate and treasury banking activities to more than 25 countries across Asia 

Pacific, Europe, the Middle East and Africa. For further details of our customers, please refer to “Major 

Customers” on page 83 of this Prospectus. Most of these customers have major portions of their banking 

operations supported by our flagship product SYMBOLS. 

We commenced the design and development of the treasury modules to our flagship SYMBOLS banking 

software product in 1987. Two years later in 1989, we launched our SYMBOLS banking software 

products in Singapore. 

In 1991, we secured our first significant customer, Standard Merchant Bank of South Africa Limited from 

South Africa (now known as Standard Bank of South Africa Limited). The following year in 1992, we 

commenced marketing activities in Europe and secured our first customer, namely SKB Banka d.d., from 

Slovenia in 1993. 

In 1995, we secured our first customer in the Middle East, namely Burgan Bank from Kuwait. We also 

opened our representative office (1) in Dubai, United Arab Emirates in that year to support the sales and 

marketing efforts in the Middle East. In addition to Singapore, we established our office in Manila, The 

Philippines in 1996 to extend our software development operations. We established our office in 

Bratislava, Slovakia in 1998 to serve as our European customer support centre. In the same year, we 

were recognised as one of the top 50 enterprises in the Singapore’s Enterprise 50 award for the first time 

and our CEO, Leslie Loh, was also awarded the Rotary – ASME Entrepreneur of the Year award in 

Singapore. 

In 1998, we were awarded the National IT Awards 1998 “Innovative IT Product Award”. The National IT 

Awards is organised by the National Computer Board (currently part of IDA). 

In 1999, we secured our first customer in Central Africa, namely, Post Bank of Kenya. In the same year, 

we were recognised as one of the top 50 enterprises in the Singapore’s Enterprise 50 award for the 

second year running. Our CEO, Leslie Loh, was also awarded the Singapore Youth Award in Singapore 

that year. We also opened our office in Bangkok, Thailand to support our sales, marketing and support 

efforts for the IndoChina market. In the same year, we were awarded the Partner of the Year Award by 

Oracle. 

In 2000, we were recognised as one of the top 50 enterprises in the Singapore’s Enterprise 50 award for 

the third time. 

In 2001, we launched our worldwide availability of Internet-based SYMBOLS products which is an 

enhanced version of SYMBOLS based on the Internet platform with additional capabilities. We opened 

an office in Prague, Czech Republic to support our sales and marketing activities in Europe. 

60


In 2003, we were awarded the “Special Mention” Award for “Best of Business Applications – Financial” in 

the Asia Pacific ICT (APICT) Awards 2003 held in Bangkok, Thailand. We were also ranked fourth in the 

Singapore’s Enterprise 50 Award. Please refer to “Recognition and Awards” on pages 61 and 62 of this 

Prospectus for more details of the aforementioned awards. In the same year, we opened our branch 

office in Dubai, United Arab Emirates to support the sales and marketing efforts in the Middle East. 

In 2004, we were appointed as a cluster leader for financial services software under the IDA Overseas 

Development Program. 

Note:- 

(1) Our representative office in Dubai was de-registered effective 11 May 2004. 

RECOGNITION AND AWARDS 

� Awards from Banking Industry Publications 

Our flagship product, SYMBOLS has been recognised as one of the leading universal banking 

software product from International Banking Systems Journal United Kingdom (“IBS UK”). In 

particular, IBS UK has ranked SYMBOLS as amongst the top 12 universal banking software 

products in its “Sales League Table” in 1995 (8th position), 1997 (9th position), 1998 (11th 

position), 1999 (8th position) and 2004 (joint 10th position) with regards to the number of new 

customers signed from 1st January to 31st December in the aforementioned respective years. 

� Enterprise 50 Award 

We were recognised as one of the 50 winners of the Singapore’s Enterprise 50 Award in 1998 

(32nd position), 1999 (18th position), 2000 (27th position), and 2003 (4th position). In 2003, we 

were the highest ranked IT company on the list. The Enterprise 50 was established by Accenture 

Pte Ltd and The Business Times, with support from the Singapore Economic Development Board, 

in recognition of the contributions made by local enterprises. The Enterprise 50 is now jointly 

supported by the International Enterprise Singapore and sponsored by the Development Bank of 

Singapore. The inaugural list was published in 1995. It has become the definitive list of the 50 most 

enterprising, privately-held local companies in Singapore. 

� National IT Awards 1998 

We were awarded the National IT Awards 1998 – “Innovative IT Product Award” in 1998. The 

National IT Awards is organised by the National Computer Board (currently part of IDA). 

� Rotary – ASME Entrepreneur of the Year Award in 1998 

Our CEO, Leslie Loh, was the winner of the Rotary – ASME Entrepreneur of the Year Award in 

1998. The Rotary – ASME Entrepreneur of the Year Award is an award co-awarded by the 

Association of Small and Medium Enterprises (ASME) and Rotary Club of Singapore to reward 

and encourage local entrepreneurs who have demonstrated entrepreneurial excellence in their 

field of expertise, and who have contributed significantly to Singapore’s economy and society. 

� ISO Certification 

The Company was awarded the ISO 9001:2000 Standard by the Bureau Veritas Quality 

International (BVQI) for “Software Requirements, Definition, Design, Development, Implementation, 

Support and Maintenance” on 14 September 1998. Our subsidiary in The Philippines, SA 

(Philippines), was granted the same award on 28 August 2001. 

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� Singapore Youth Award in 1999 

Our CEO, Leslie Loh, was awarded the Singapore Youth Award in 1999. The Singapore Youth 

Award (“SYA”) was instituted in 1975 and was known as the National Youth Service Award until it 

was renamed in 1993. The SYA confers national honour upon youths in Singapore who have 

significantly achieved excellence and contributed to the society. The SYA is the highest youth 

accolade in Singapore. 

� Oracle Partner of the Year Award in 1999 

We were awarded the Partner of the Year Award in 1999 by Oracle. 

� Oracle Independent Software Vendor of the Year Award in 2001 

We were awarded the Independent Software Vendor of the Year Award for FY2001 by Oracle 

Corporation Singapore Pte Ltd. 

� Asia Pacific Information and Communications (ICT) Awards 2003 

We were awarded the “Special Mention” Award for “Best of Business Applications – Financial” in 

the Asia Pacific ICT (APICT) Awards 2003 held in Bangkok, Thailand. The APICT Awards is 

organised through the Asia Pacific IT Awards (APITA) Foundation. The APICT Awards is an annual 

event that aims to recognise and give exposure to the Information and Communications (ICT) 

talents and products in the countries in the surrounding region, for example, Australia, Brunei, 

Hong Kong, Indonesia, Malaysia, the Philippines, Vietnam, Thailand and other countries. This 

international awards program is also aimed at stimulating economics and trade relations, 

technology transfer, providing business matching opportunities and exposure to venture capitalists 

and investors, and increasing community awareness on ICT. It is designed to foster cooperation 

among countries for the promotion, development, and growth of the ICT sector. 

� Sun Microsystems Overseas Development Program 

Sun Microsystems has recognised us as an exclusive core banking software cluster partner as 

part of the Sun Microsystems Overseas Development Program in 2003, an initiative supported by 

IDA. 

� BEA Independent Software Vendor (ISV) of the Year Award in 2005 

We were awarded the “ISV of the Year FY05 - ASEAN” by BEA. 

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OUR BUSINESS 

Principal Business Activities 

We are principally in the business of providing customised software solutions for the banking and 

financial services industry. We have developed our proprietary suite of software products which address 

the operational and business needs of banks and financial institutions. 

We are based in Singapore with distribution, development and support offices in Bangkok, Bratislava, 

Dubai, Manila and Prague. 

Our principal core business may be categorised as follows:- 

A. Software Development, Licensing and Implementation Services 

Our Software Development, Licensing and Implementation Services business includes the 

development, licensing, customisation and implementation of our SYMBOLS suite of products. 

We place heavy emphasis on software development to ensure that our product features remain 

relevant and to ensure consistent quality products. Our software development facilities located in 

Singapore, Bangkok and Manila are each staffed by a team of software designers, software 

developers and banking business consultants who provide our customers with practical solutions 

to enable them to deliver their services in a cost-effective and efficient manner. Our software 

development teams provide overall leadership to our staff on technology directions, engineering 

best practices as well as research on emerging technologies and products. Please refer to 

“Product Research and Development” on pages 67 and 68 of this Prospectus for more details. 

Our software licences are granted on a non-exclusive, non-transferable basis. Such licences will 

commence on the respective dates of the relevant licence agreements and will continue unless 

terminated in accordance with the relevant provisions of such licence agreements. The licenses we 

grant to our customers usually cover both the use of our software applications and other related 

materials. 

Generally, we will be requested to customise our products to the specific needs and requirements 

of our respective customers. As a result, we also offer our customers a wide range of 

implementation services to help ensure that our products continue to meet the ongoing 

requirements of our customers. The implementation services we offer include project management, 

product training, requirement analysis, product enhancements, system conversion and 

implementation rollout assistance. Please refer to “Quality Assurance” on pages 74 to 78 of this 

Prospectus for more details. 

B. Software Maintenance and Enhancement Services 

After the installation and implementation of our customised software, customers usually require us 

to provide maintenance and enhancement services for the customised software adopted by them. 

The maintenance services are undertaken to ensure that the customised software is constantly 

fine-tuned and optimised to operate at an expected efficiency level to support evolving 

requirements of our customers. The enhancement services are undertaken to generate new 

functionalities in the customised software to meet our customers’ changing business needs. We 

conduct consultation sessions with the customers to understand their specific requirements and to 

determine the scope of the enhancement services required in order to meet these specific 

requirements. 

In addition to providing software maintenance and enhancement services, we also conduct training 

sessions in the use of the customised software and the provision of technical support for our 

customers’ IT staff to enable them to undertake basic technical support to their end-users within 

their organisation. As part of our software maintenance services for our customers, we provide 

technical support which allows us to establish a stable and long term working relationship with our 

customers. 

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Our software maintenance and enhancement services provide us with a steady stream of recurring 

income as well as marketing and sales opportunities within our existing customer base. 

OUR PRODUCTS 

History and development of our products 

Our flagship products, which we market and licence under our trademark “SYMBOLS”, have evolved over 

the last 18 years through a series of innovations. When the first version of SYMBOLS was launched in 

1989, we believe that it was one of the earliest treasury banking software products in the industry that 

adopted the then advanced client server and relational database technology. In 1993, we developed 

additional software application modules to support the corporate banking requirements of banks. In 1996, 

we launched the retail banking modules to support the retail banking operations of the banks. In 1998, 

we commenced work to extend the capabilities and functions of our products to support customer service 

management and multi-channel services delivery. 

Over the last three years, we upgraded our back-office products to adopt the Internet computing 

technologies for Web deployment. During that same period, we also launched a suite of front-office 

applications that support customer service management and multi-channel services delivery. This suite of 

applications was developed based on Java technology. 

To ensure seamless integration across the full suite of our products, we have developed in-house, core 

processing applications from the ground up based on industry standards and have incorporated third 

party solutions where integration is not compromised. 

Our Flagship Product, SYMBOLS 

Our flagship product, SYMBOLS, offers a suite of universal banking software products and solutions that 

supports seamless integration of business operations across the banking enterprise from back-office 

operations support to front-office customer service management and personalised delivery of banking 

services through multiple channels, using a single database and data model. The SYMBOLS banking 

software suite is a scalable and integrated banking software solution. 

Our suite of SYMBOLS banking software products is designed to support universal banking businesses 

including retail, corporate and treasury banking activities. It allows banks to use an integrated software 

solution that addresses most of their operational needs and can be used on its own or with the bank’s 

existing software. It can also be customised to the specific needs of our customers and can be 

incorporated gradually over time in accordance with their evolving requirements. By offering an integrated 

suite of products that support the bank’s core operations, we offer our customers shorter time-to-market 

and cost savings by reducing the needs to integrate multiple software products. 

Our SYMBOLS products and solutions comprise three application clusters with over 30 modules that can 

be sold to our customers either separately or as an integrated cluster as follows:- 

(a) Front-office e-Business solution 

Our front-office e-Business solution comprises our “Multi-channel eBanking” solution and 

“Customer Service Management” solution. Our Multi-channel eBanking solution supports 

personalised delivery of the products on a one-to-one basis to the bank’s customers in a secure 

and consistent manner through multiple delivery channels and devices. Our Customer Service 

Management solution is a suite of applications which provides banks and financial institutions with 

a complete view of their customers and facilitates on-line sales and marketing activities. Our frontoffice 

eBanking solution can be deployed on any JDBC compliant database such as Oracle 9i, 

Oracle 10g, DB2, SQL server, Sybase and Informix. 

64

(b) Back-office Core Banking Solution 


Our back-office Core Banking Solution consists of real-time transaction processing modules that 

support back-office operations involved in the processing of deposits, loans, remittance payments, 

trade services and treasury banking products and services. Our back-office Core Banking Solution 

has demonstrated the ability to support medium and large size banks’ processing volumes for both 

on-line and off-line transactions (please refer to “Performance Tests” on page 67 of this Prospectus 

for more details). The SYMBOLS Core Banking Solution has been developed using the Oracle 

toolset and it runs on Oracle 9i and Oracle 10g. 

The following diagram depicts SYMBOLS application architecture:- 

(c) Our eApplication Framework 

Our eApplication Framework is a multi-channel delivery platform that allow banks and financial 

institutions to rapidly develop and deploy J2EE component-based e-Business solutions across 

their branches, Internet, automated teller machines, mobile and personal computer (“PC”) 

channels. This degree of flexibility and scalability means that the eApplication Framework is well 

suited for a broad variety of applications, and can facilitate banks’ and financial institutions’ rapid 

deployment of new products and services with minimal effort and in a time-efficient manner. 

The eApplication Framework also enables a seamless integration of disparate back-office 

applications, including SYMBOLS Core Banking Solution, with our customers’ existing back-office 

applications. 

65


The following chart depicts an overview of SYMBOLS’ eApplication Framework architecture:- 

When these three integrated applications are implemented together, SYMBOLS provides our customers 

with a seamless solution that can be deployed in a modular and phased manner. 

Our Technology Architecture 

The SYMBOLS technology architecture combines the following characteristics on a single platform:- 

– hardware independent; 

– open standards based; 

– multi-tiered architecture; 

– single database and data model; 

– centralised or distributed processing; 

– highly secure; 

– highly scalable; and 

– extremely flexible. 

SYMBOLS is designed to process data received from multiple sources and a large number of 

simultaneous real-time transactions. SYMBOLS product architecture supports a multi-tiered e-Business 

application environment for deployment of Internet browser and desktop applications and also extends 

applications and business services to the Internet, self-service telephone systems, call centres and retail 

branches (branch automation). 

SYMBOLS product architecture also complies with existing software industry standards for building large 

systems for performance on both network applications and Internet applications and this ensures 

compatibility with many existing applications. SYMBOLS supports multiple languages and currencies and 

its components can be deployed individually or together as an integrated solution. 

SYMBOLS can be implemented on a wide variety of processors which include Reduced Instruction-Set 

Computing (RISC) based processors, Intel based processors and IBM Z (S390) series. It also supports a 

wide range of operating systems including UNIX, Linux, Windows 2000 and OS/390. 

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Performance Tests 

We have conducted several performance tests on our SYMBOLS products on various platforms, 

including those of IBM, HP and Sun Microsystems. 

We tested our SYMBOLS Core Banking Solution on the IBM UNIX P-series 690 server and the S390 

Multiprise mainframe server in the period between June 2001 and September 2002. These tests were 

designed to measure SYMBOLS’ performance in real-time processing, batch operations, central 

processing unit utilisation and stability. From the results of the tests, we believe our SYMBOLS Core 

Banking Solution is capable of processing high volume of transactions in an efficient and reliable manner 

even in a complex and high stress environment. Based on feedback received from these tests, we finetuned 

and released SYMBOLS version 8.0 in September 2002. We believe our SYMBOLS version 8.0 is 

a highly scalable product that supports the transactions processing requirements of large banks with tens 

of millions of customers. 

We also tested our SYMBOLS Core Banking product suite for transaction processing of bank operations 

in 2003 and the test results showed our products can process up to 3,376 business transactions per 

second and 13,737,617 business transactions (both consumer lending and retail deposit accounts) in 

one hour ten minutes. Our system can achieve an average response time of 11.39 milliseconds for each 

request. 

We are also satisfied that our eBanking applications are capable of delivering highly scalable and reliable 

online real-time financial services. We tested our eBanking applications in October 2002 and achieved an 

average response time of less than 1.5 seconds for all transaction requests from browser to the backoffice. 

PRODUCT RESEARCH AND DEVELOPMENT 

To support the delivery of an innovative software solution that would enable us to compete favorably in 

the international market, we invest extensively in research and development (“R&D”) efforts on our 

product. Our product R&D team in Singapore constantly develops new products and enhances our 

existing products to support the evolving needs of the ever-changing market requirements. Our product 

R&D team, in conjunction with our client services teams located in various regional development centres 

around the world, performs products enhancements in accordance with the specific needs of our 

customers. As at 30 June 2004, our core R&D team consisted of 68 full-time software designers and 

developers. 

To ensure that our product is in tune with the latest market requirements, our product R&D team 

performs software development work under the guidance of our Product Management Committee. The 

Product Management Committee comprises management personnel and staff with banking business 

domain knowledge and technical know-how. The committee is mandated with the task of conducting 

market research and gathering requirements from our existing customers, prospective customers, 

business partners and industry experts. These requirements are reviewed, validated and prioritised for 

incorporation into our product development plan for further development by our product R&D team. 

R&D costs comprise all costs that are directly attributable to our product research and development 

activities including salaries, costs of materials and services consumed. These costs are expensed to 

profit and loss account when incurred as a R&D expense, except for software development costs which 

are recognised as an asset to the extent that it is related to a new and viable product or if they are 

incurred for a specific market which is expected to generate future economic benefits based on our 

assessment. The software development costs that we capitalised as intangible assets comprise 

capitalisation of software development costs incurred as (i) cost of revenues when such software 

development costs are incurred in connection with development or customisation work undertaken 

specifically for particular projects or customers and (ii) operating expenses when such software 

development costs are incurred for the development of new products that have a viable market. 

Deferred software development costs are amortised on a straight line basis over their useful lives of 

approximately four years. 

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The costs of our Group’s R&D activities for the past three financial years were as follows:- 

FY2002 FY2003 FY2004 

Research and Development expensed ($’000) 7,166 8,460 5,006 

Deferred software development costs capitalised ($’000) – – 2,729 

Total ($’000) 7,166 8,460 7,735 

Research and Development (expressed as a percentage 

of the total revenues) 14.2% 25.1% 23.6% 

SALES AND MARKETING 

Marketing 

Our marketing strategy is to create brand awareness of our SYMBOLS software product through a 

variety of means, including advertising in respected publications, participating in trade shows and 

seminars and generating regular press releases and articles for publication. 

In addition, our marketing personnel acquire and organise customer and industry feedback to help 

provide direction to our product development team. This involves establishing relationships with specific 

customers and meeting with representatives from user groups to prioritise requirements. 

We believe that establishing partnerships with international technology organisations and consulting 

companies is important to enable us to broaden the reach of our sales efforts. Our marketing personnel 

also manage global relationships with major technology vendors and partners such as BEA, Hewlett 

Packard, IBM, Oracle, and Sun Microsystems. In addition, our marketing personnel also take part in 

global sales and/or implementation support efforts. 

To access markets where we are less familiar, we have forged alliances with regional and local 

distributors, consultants, systems integrators and resellers of complementary products. In these markets, 

we rely on our partners’ industry expertise, local business relationships and sales and marketing 

resources. We have forged distribution alliances with Digital China for the PRC, Romsys for Romania and 

Moldova, Satyam for global distribution and Steria for France and French-speaking North Africa. Please 

see “Distribution and Channel Partners” beginning on page 71 of this Prospectus for more details. Our 

distribution and channel partners typically receive a commission calculated as a percentage of license 

fees that we charge our customers. Such commission varies from project to project and it is determined 

pursuant to negotiation between our partner and us, taking into account, inter alia, the licence fees for 

and the scale of the project, the scope of work and level of participation of the relevant partner. The 

aggregate of commissions we had paid to our partners for FY2002, FY2003 and FY2004 was $0.8 

million, $0.7 million and $0.3 million, respectively. 

Sales 

We operate a direct sales strategy augmented by a complementary distribution and channel network 

through forged alliances with regional and local distributors, consultants, systems integrators and 

resellers of complementary products. This strategy provides us with the ability to cover a wide 

geographical market while at the same time leveraging on distribution channels of large complementary 

partners addressing the same target market. 

Members of our regional sales teams have strong banking and technical backgrounds and they 

understand the needs of their local banking industries due to their strong ties to the regions in which they 

are located. During the sales process our sales team typically approach members of the senior 

management team of a bank, such as the senior marketing officer, chief information officer and chief 

executive officer, and present customised proposals and demonstrations that address their specific 

needs. The sales process generally ranges from six to 18 months depending on the amount of time 

prospective customers need to learn about the use and benefits of the product. 

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We plan to expand the size of our sales teams. We believe the structure of our sales teams allow us to 

easily identify the needs of prospective and existing customers and to devote significant attention to 

customer relationship management. By supporting our sales teams with professionals from our client 

services and product development team, we are able to provide our prospective customers and existing 

customers with customised solutions that meet their specific requirements. 

The following table represents office coverage of our sales territories:- 

Territory Coverage Office Location 

North and South America Singapore 

Europe Prague 

Middle East and Africa Dubai 

Asia Pacific Singapore and Bangkok 

Sales and Marketing 

As at 30 June 2004, we have 17 employees dedicated exclusively to support our sales and marketing 

activities. 

Our Group’s sales and marketing expenditures for the past three financial years were as follows:- 

FY2002 FY2003 FY2004 

Sales and Marketing ($’000) 12,360 9,034 5,481 

Sales and Marketing (expressed as a percentage 


CLIENT SERVICES AND SUPPORT 

To help ensure that our product continues to meet the ongoing requirements of our customers, we offer 

our customers a wide range of professional services. With our 18 years of experience in providing 

software solutions to our customers, we have developed the expertise at delivering customised solutions 

that meet the requirements of banks around the world. 

The main services we offer our customers include project management, product training, requirements 

analysis, product customisation, systems conversion, implementation rollout assistance and postimplementation 

product maintenance support services. 

We have an experienced pool of expert resources with the following skill sets located in our various 

software development centers and regional consulting and support centers around the world that could 

support the delivery of comprehensive on-site and off-site services to our clients:- 

– Project managers with large scale project implementation experience. 

– Banking operations consultants with international experience. 

– Software designers/developers with specialist knowledge in banking solution development. 

To support the delivery of high quality and cost effective off-site customisation services for our global 

customers, we have established software development centers in Singapore, Bangkok and Manila. Our 

software development centers are staffed with large pool of software resources working under stringent 

quality assurance processes to support the delivery of large scale software development work in an 

efficient manner. 

69


To deliver responsive services to our clients, we established various regional consulting and supports 

centers to provide on-site product implementation and local support services to our clients in each 

regional market:- 

– Brastislava for Europe 

– Dubai for Middle East and Africa 

– Singapore for Asia Pacific 

– Bangkok for Thailand and IndoChina 

We have forged a network of strategic third-party alliances that complement the design, development, 

distribution, delivery and implementation of our products and the post-implementation services that we 

provide to our customers. These strategic third-party alliances enhance our ability to provide end-to-end 

products and services to our customers. 

Where appropriate, we will forge strategic alliances with our distribution and services partners to deliver 

a broader range of services to support our customers’ total implementation needs. 

As at 30 June 2004, our Global Client Services Teams consists of 146 full time project managers, 

implementation consultants, software designers and developers. 

The costs of our Client Services and Support, which were accounted as cost of revenues for the past 

three financial years were as follows:- 

FY2002 FY2003 FY2004 

Client Services cost ($’000) 19,767 15,445 11,288 

Client Services cost (expressed as a percentage 


STRATEGIC ALLIANCES AND PARTNERSHIP PROGRAMS 

Strategic Alliances 

We have forged a network of strategic third-party alliances that complement the design, development, 

distribution, delivery, implementation, maintenance and support of our products. These strategic thirdparty 

alliances enhance our ability to provide end-to-end products and services to our customers. The 

scope of work undertaken by our partners varies from project to project and is determined, inter alia, by 

their capabilities and expertise and the strategic advantage of such a collaboration. Depending on, inter 

alia, whether we secure the appointment for a project directly or whether we are dependent on the 

introduction of our partners, the Company or the partner, as the case may be, will contract with the end 

customer. We plan to continue to establish new partnerships and to expand on successful partnerships 

with technology vendors, consulting firms and systems integrators to support future growth through the 

following means:- 

– Technology Partners. We have and will embed third-party technology components into our product 

where it does not compromise the integration of our product. Our key technology partners are 

described in detail below. 

– Distribution and Channel Partners. Apart from working through our subsidiaries and branch office 

in the various locations throughout Asia Pacific, Europe and the Middle East and Africa, we have 

and will continue to appoint global and regional distribution partners to support the sale and 

delivery of our products and services. We have forged distribution alliances with Digital China for 

the PRC, Romsys for Romania and Moldova, Satyam for global distribution and Steria for France 

and French-speaking North Africa. Further details regarding our distribution and channel partners 

are set out below. 

70


– Services Partners. We obtain complementary resources from our services partners to support the 

implementation of our products. In addition to enabling us to provide a broader range of services to 

support our customers’ total implementation needs, such resources have enabled us to manage 

the resource demand peaks and valleys in a flexible manner. We work with global and regional 

service partners including Accenture Central Europe B.V. and Capgemini Czech Republic s.r.o.. 

Technology Partners 

We have strong and long-standing partnerships with some of the world’s top software developers and 

hardware providers. Some of our key technology partners include: 

– BEA. BEA is one of the leading providers of Enterprise Application Integration technologies for 

enterprise applications. It is our partner in the integration of web-based applications and backoffice 

transaction processing engine. 

– Hewlett Packard. Our partnership with them have resulted in several clients adopting SYMBOLS 

on the HP-UX platform. The adoption of HP-UX, an open UNIX environment, gives our customers 

a broader choice of operating platforms. 

– IBM. Our partnership with IBM gives our customers the ability to provide a scalable banking 

solution, integrating existing systems to offer new products over new delivery channels. We have 

successfully run benchmarking tests of our SYMBOLS products on the IBM Enterprise Server 

z/OS, OS/390 and RS/6000 platforms. The combination of strong functionalities and proven 

scalability of SYMBOLS on IBM’s AIX or MVS operating systems create a conducive environment 

for running mission critical applications for mutual clients. 

– Oracle. Our partnership with Oracle began in 1987 with the development of our first client-server 

treasury solution using Oracle-based technology. We subsequently adopted this Oracle-based 

technology to support the development of our retail and corporate banking solution. 

– Sun Microsystems. Our relationship with Sun Microsystems benefits our banking customers by 

offering our banking solution on one of the world’s most widely distributed UNIX platform. 

Leveraging on the Java technology framework, our SYMBOLS banking solution together with Sun 

Microsystem’s hardware and Solaris operating environment, we offer a scalable, continuous and 

secure IT solution for banking customers worldwide. 

Distribution and Channel Partners 

Our distribution and channel partners are carefully selected on the basis of their market reach and their 

capacity to support implementation of our products. Some of our distribution and channel partners, that 

we appoint on an non-exclusive basis (vis-a-vis the respective regions) include:- 

– Steria. Steria is a major IT service provider in Europe. We started working with Steria in the 

French-speaking countries in the Middle East and Africa. We have extended our collaboration to 

the sale, distribution and implementation of our products in Western Europe. In addition, Steria 

also provides our clients and us with other business consultancy services. 

– Digital China. We work with Digital China in relation to the sale, distribution and implementation of 

our products in the PRC market. Digital China, an IT services company, is a large IT products 

distributor and systems integrator in the PRC. 

– Romsys. Romsys is a provider of complex IT and communications solutions in Romania for the 

banking, financial, government, telecommuincations and major public utilities sectors. Romsys 

markets, distributes and undertakes the implementation of our products in Romania and Moldova. 

– Satyam. Satyam is a major consulting and IT services company that offers a wide array of 

solutions and services. We have appointed Satyam in connection with the marketing, distribution 

and implementation of our products to new markets in India, Asia Pacific, Europe and the USA. 

The partnership agreement allows Satyam to develop J2EE component-based software 

applications based on our eApplication Framework to address various industry specific 

requirements. 

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In addition to marketing, distributing and assisting in the implementation of our products in the relevant 

regions, some of our distribution and channel partners also provide our customers and us with other 

business consultancy services including project rollout services, such as implementation services, project 

management and data migration, in the respective countries. 

COMPETITIVE STRENGTHS 

Our Directors consider the following to be our core competitive strengths:- 

We have an award winning product, namely, SYMBOLS 

Our SYMBOLS products and solutions are highly scalable, able to support banks with small, medium or 

large-scale operations. It supports comprehensive banking business operations including retail, corporate 

and treasury banking activities. Besides being awarded the National IT Awards 1998 – “Innovative IT 

Product Award” in 1998 by the National Computer Board, our SYMBOLS products and solutions have 

received other recognitions and awards over the years. Please see “Recognition and Awards” on pages 

61 and 62 of the Prospectus for more details. IBS UK has also ranked SYMBOLS as amongst the top 

twelve universal banking software products in its “Sales League Table” for various years. 

Our SYMBOLS products and solutions comprise an integrated application cluster of more than 30 

modules, which may be categorised as front-office applications, back-office applications and the 

eApplication Framework. Please see “Our Products” beginning on page 64 of the Prospectus for more 

details. 

Our products have undergone benchmarking exercises that demonstrates to us the scalability and 

performance of SYMBOLS on a variety of different operating systems and hardware platforms. Please 

see “Performance Tests” on page 67 of this Prospectus for more details. 

We have an established international customer base 

We believe that we are one of the earliest local banking software solutions providers in Singapore, and 

have established a historical track record of over 18 years in providing banking software products to more 

than 50 banks and financial institutions internationally. Our products have been supplied to and installed 

in our customers’ branches spanning more than 25 countries across Europe, Middle East, Africa and 

Asia Pacific. 

We have established international distribution channels and network 

We have a complementary network of distributors, sales and marketing agents in the international market 

with industry leaders such as Digital China for the PRC, Romsys for Romania and Moldova, and Steria 

for France and French-speaking North Africa, which allows us to market our products effectively to new 

markets. Please refer to “Distribution and Channel Partners” beginning on page 71 of this Prospectus for 

more details. 

We have established technology and resource partnerships with global IT leaders 

We have established partnerships with industry leaders that include BEA, Hewlett-Packard, IBM, Oracle, 

Sun Microsystems and Satyam which are designed to help us enhance our technology innovation and/or 

resource needs. 

Our technology partnerships with BEA, Hewlett-Packard, IBM, Oracle and Sun Microsystems support our 

delivery of enhanced technological products. Our resource partnership with Satyam provides additional 

resource needs on a global basis. 

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We have a resource pool with international development and support capabilities 

We have resource pools located in various regional centres including Dubai for Middle East and Africa, 

Bratislava for Europe and Singapore for Asia Pacific, delivering a combination of onsite project 

implementation and customer support activities. We also carry out off-site product development and 

customisation activties in Manila, Bangkok and Singapore. 

To maintain and enhance our competitive edge, we continuously strive to identify the latest global 

technologies and provide on-going training to our technical staff to ensure that they keep abreast with the 

latest technological changes. This will enable us to incorporate the latest technologies in our products 

and services, which we provide to our customers. 

We have an experienced management team 

Our founder and CEO, Leslie Loh, has more than 18 years of experience in the banking software 

industry. He is supported by an experienced management team, most of whom have more than 15 years 

of experience in their respective fields. The length and scope of their experience has provided our Group 

with a well-balanced management team, which is key to our business. 

Our management team comprises our Executive Directors and Executive Officers as described in 

“Directors, Management and Staff” on pages 113 to 116 of this Prospectus. 

COMPETITION 

The market for our products and services is characterised by intense competition and rapid technological 

changes and we face competition from both local and international companies. We expect competition in 

our industry to continue to intensify from existing competitors and new entrants in to the industry in the 

future. 

We believe that we face three main sources of competition as follows:- 

– Software Vendors 

We compete with numerous providers of application software products. Most of these competitors 

provide software solutions for specific areas or requirements of banks and financial institutions. We 

believe that the following are areas where such direct competition will occur:- 

Multi-channel connectivity is offered by providers such as Eontec Ltd (recently acquired by Siebel 

Systems Inc.), Corillian Corporation and S1 Corporation who provide channel connectivity 

infrastructure products that connect multiple channels to multiple back-office systems. 

Back-office transaction services are offered by providers such as Sanchez Computer Associates, 

Inc. and Alltel Information Services (both of which are now part of Fidelity Information Services, 

Inc., a subsidiary of Fidelity National Financial, Inc.) Fiserv, Inc., Temenos Group AG, iFlex 

Solutions Limited, Infosys Technologies Limited, Misys plc and Silverlake System Sdn Bhd. 

– Internal information technology departments 

In-house IT departments of our potential customers or partners have developed or in the future 

may develop systems that provide some or all of the functionalities of our products. We expect that 

internally developed application integration and process automation efforts will continue to be a 

significant source of competition. 

– Systems Integrators and Global Consulting Companies 

In order to increase consulting and/or hardware revenues, large systems integrators and global 

consulting companies have partnered with a number of our software competitors and used their 

distribution reach, scale and customer relationship influence to sell their most advanced integrated 

solutions to the larger banks and financial institutions around the world. 

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We believe that the principal competitive factors in our market include:- 

– breadth of functionality and flexibility 

– technology and architecture 

– quality 

– ease of integration 

– global presence and expertise 

– rapid application development 

– ease of use 

– price 

We expect that competition will increase in the future. Our market is still evolving and there can be no 

assurance that we will be able to compete successfully with existing or future competitors. 

QUALITY ASSURANCE 

We believe that the quality of our products and services is key to our continued growth. We therefore 

accord high priority to quality assurance. 

The Company was awarded the ISO 9001:2000 Standard by the Bureau Veritas Quality International 

(BVQI) for “Software Requirements, Definition, Design, Development, Implementation, Support and 

Maintenance” on 14 September 1998. Our subsidiary in the Philippines, SA (Philippines), was granted 

the same award on 28 August 2001. 

We have in place a system known as the System Access Quality Management System (“SAQMS”). 

SAQMS defines the policies, procedures and methods adopted by us with respect to the work and 

services we perform. The objective of the system is to ensure that our product and services will meet our 

customers’ requirements, including attaining the desired quality, and also meet the applicable statutory 

and regulatory requirements (where relevant). The SAQMS includes and manages processes that 

influence the quality of work in our Group pertaining to the various areas, such as software requirements 

definition, design, development, implementation and support and maintenance. We have set up an 

SAQMS management review committee to ensure continued improvement of our SAQMS. 

Our SAQMS adheres to the requirements of the ISO 9001:2000 International Standard (Quality 

Management Systems – Requirements). All clauses of the said International Standard are applicable 

except for Clause 7.6 (Control of monitoring and measuring devices) since no monitoring and measuring 

devices are necessary for the production and delivery of our software-related products and services. 

Other standards and publications referenced and used by the SAQMS include the following:- 

� ISO 9000:2000 (Quality managements systems – Fundamentals and vocabulary); 

� ISO 9004:2000 (Quality management systems – Guidelines for performance improvements); and 

� ISO 9000-3:1997 (Quality management and quality assurance standards – Guidelines for the 

application of ISO 9001:1994 to the development, supply, installation and maintenance of 

computer software.) 

The SAQMS is principally documented in our internally distributed System Access Quality Manual (the 

“Quality Manual”) and procedures documents which are referred to in the Quality Manual. All our staff 

performing work that affects the quality of products and services delivered to our customers are required 

to adhere to the policies and procedures expounded in the Quality Manual, as well as to the standards 

and procedures comprised in the SAQMS. 

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On a half-yearly basis, we conduct internal quality audits on all projects to ensure that processes and 

procedures have been complied with, applicable standards have been applied and controls required by 

the SAQMS have been used. Quality objectives that support our yearly business goals are also 

established and monitored by the SAQMS management review committee to quantify and ascertain the 

effectiveness of the SAQMS. Where necessary, the SAQMS management review committee will initiate 

action to improve the SAQMS to produce results that meet the quality objectives. 

On a yearly basis, we convene management review meetings to identify key processes to be measured, 

especially processes that are particularly crucial to the successful attainment of the yearly business 

goals. Quality or operational objectives are matched to these processes. These processes are then 

monitored, measured and analysed. When deemed to be necessary, we initiate actions to improve the 

performance of the processes or to meet the planned quality and operational results. 

System Access Methodology 

One example reflective of our program management processes is our System Access Methodology 

(“SAM”). The following flowchart provides an overview of the System Access Methodology:- 

Project Planning 

Installation 

(Standard Product) 

Training 

(Standard Product) 

Customisation Analysis 

Turnover 

System Design 

Program Development 

and Unit Testing 

Module Testing 

Customised Integration 

Testing 

Training 

(Customised Product) 

Factory Acceptance 

Testing 

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Documentation 

Product Packaging 

Installation 

(Customised Product) 

User Acceptance 

Testing 

Database Configuration 

System Conversion 

Parallel Run 

Live Run 

Warranty 

Maintenance


The SAM identifies all phases and controls in the development life cycle of the SYMBOLS products. SAM 

is central to our business in providing quality products to our customers. SAM is used for the processes 

of product development, customisation, implementation and support. 

The SAM comprises 21 phases as follows:- 

� Project Planning 

The project planning stage begins immediately after the completion of the project initiation review 

and requires the project manager to perform detailed planning and obtain formal approval for these 

plans. Requisition of resources is also completed so that the project is poised on the verge of 

execution. Kick-off meetings are then conducted and a project initiation review completed. 

� Installation (standard or customised products) 

During this phase, our technical consultant will install the SYMBOLS software, perform SYMBOLS 

software verification and obtain backups of the completed installation. It is assumed that the 

hardware and system software installation, which are the responsibility of the customer and/or 

vendor, have been completed prior to this phase. 

� Training (standard or customised products) 

The various training programs provided by us to our customers comprise three basic types as 

follows:- 

(a) SYMBOLS Detailed User Training which refers to the module training given to our customers 

who have bought one or more SYMBOLS modules. 

(b) SYMBOLS Detailed Design Training will be given to our customers who have opted to 

customise the modules themselves by buying the source code from us. 

(c) SYMBOLS Technical Standards Training deals with the Oracle and programming standards 

which SYMBOLS uses. 

� Customisation Analysis 

This phase consists of two steps, namely Business Requirements Analysis and Requirements 

Mapping. The first step is undertaken to ensure that our customers fully understand their business 

systems and requirements. The Requirements Mapping step allows the detailed requirements to 

be matched with the SYMBOLS applications which the customers have procured from us. By the 

end of this phase, the project team will have all the application parameters documented and 

functionality issues resolved. 

� Turnover 

This phase of the project involves the hand-over of responsibilities from our onsite project manager 

to our solutions development manager and/or quality assurance manager. 

� System Design 

The System Design process translates our customers’ business requirements into a representation 

of the application software that meets those requirements. 

� Program Development and Unit Testing 

During this phase, we ensure that customisations and enhancements are coded and are tested in 

accordance with design specifications and our SYMBOLS technical standards. 

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� Module Testing 

The purpose of this phase is to test the complete module functionality to ensure that all the 

features and functions described in functional specifications are met fully and that all units of the 

module are constructed and integrated cohesively. 

� Customised Integration Testing 

We test the customised, integrated application including all the enhancements in various modules 

from the point of view of a typical customer’s business cycle during this phase. The focus will be 

more on integration aspects and from end-user point of view of running business with the 

enhanced system. 

� Factory Acceptance Testing 

During this phase, the overview of the customised product is presented to our customers who will 

identify a minimum set of functions which is often the most critical business functions of the 

system and work alongside with us to test these functions against the customised product. 

� Documentation 

During the documentation phase, we develop or enhance our existing standard manuals where 

necessary and a set of the relevant standard manuals will be given to our customers. 

� Product Packaging 

This phase involves the packaging of SYMBOLS for delivery to our customers. 

� User Acceptance Testing (“UAT”) 

During this phase, our customers test the system to ensure that it satisfactorily meets their 

requirements for final acceptance. 

� Database Configuration 

The application setup is performed during this phase. The parameters are first identified on paper 

and they are then set on the software and some reference data entry may begin. All security 

parameters are also configured during this phase. 

� System Conversion 

During this phase, our customers’ data is converted, either manually or automatically, from the 

existing systems into the SYMBOLS applications. Upon the completion of this phase, all our 

customers existing data will be converted with the exception of some time dependent data. 

� Parallel Run 

This optional phase will be undertaken if our customers possess an existing system that is being 

replaced by our products. During this phase, our products are subjected to another set of testing 

using actual customer data. Upon the completion of the parallel run, our products will be ready for 

the live run. 

� Live Run 

After the user acceptance test and/or the parallel run, our customers will authorise the live run of 

our products and they will sign off upon a successful live run and turnover of the system operation. 

After this phase the project moves into the maintenance part of the system life cycle. 

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� Warranty 

The warranty phase commences after the UAT or successful live run of our products by our 

customers during which we provide our customers the support and services that are specified their 

respective license agreement. The support provided usually range between three to twelve 

months. During such periods and subject to the respective terms of the relevant agreements with 

our customers, we generally warrant that the products sold by us will function substantially in 

accordance with the agreed specifications. 

� Maintenance 

During this phase, we provide our customers the support and services that are specified in their 

respective maintenance agreements. 

COPYRIGHTS, PATENTS, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS 

Trademarks 

We have taken the necessary steps to protect our “SYSTEM ACCESS”, “SYMBOLS” and “netSYMBOLS” 

trademarks by registering and filing applications to register our following trademarks in the following 

countries where we conduct our business or sell our products and/or where registration is available or 

deemed necessary or appropriate:- 

Trademark Countries / Jurisdictions 

: Austria, Bulgaria, Czech Republic, Egypt, Estonia, France, Hungary, India, 

Indonesia, Kenya, Latvia, Lebanon, Poland, Pakistan, the PRC, the 

Philippines, the Russian Federation, Slovakia, Slovenia, Singapore, Sri 

Lanka, Switzerland, Tanzania (Tanganyika and Zanzibar), United Arab 

Emirates, the United Kingdom, the USA and Vietnam 

: Austria, Bulgaria, Czech Republic, Egypt, Estonia, France, Hungary, India, 

Indonesia, Japan, Kenya, Latvia, Lebanon, Poland, Pakistan the PRC, the 

Philippines, the Russian Federation, Slovakia, Slovenia, Singapore, Sri 

Lanka, Switzerland, Tanzania (Tanganyika and Zanzibar), United Arab 

Emirates, the United Kingdom, the USA and Vietnam 

: Egypt, India, Kenya, Lebanon, Pakistan, the PRC, the Russian Federation, 

Singapore, Sri Lanka, Switzerland, Tanzania (Tanganyika and Zanzibar), 

United Arab Emirates and Vietnam 

: Malaysia, Singapore and Indonesia 

: Community trademark applications (1) , Indonesia, Malaysia, the Philippines, 

Singapore, Thailand and the USA 

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Note:- 

(1) The Community Trade Mark gives its proprietor a uniform right applicable in all Member States of the European Union on the 

strength of a single procedure which simplifies trade mark policies at European level. The European trade mark is unitary in 

nature, i.e. it is valid everywhere in the European Community and gives the proprietor exclusive rights enabling them to 

prohibit any third parties from using the sign in their commercial or industrial activities. The Member States under the CTM 

are Austria, Benelux, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Portugal, Spain, Sweden, United Kingdom, 

Czech Republic, Estonia, Cyprus, Latvia, Lithuania, Hungary, Malta, Poland, Slovenia and Slovakia. 

Our trademarks registrations and/or applications have been filed in Classes (1) 9, 16, 35 and 42 (as the 

case may be) and as at the date of this Prospectus, some of the applications are still pending approval 

from the relevant trademark offices. We expect that our pending trademark applications will shortly 

proceed to registration. However, there is no assurance that these trademark applications will be 

subsequently approved by the relevant authorities. In the event that any of our trademark applications is 

not granted, our Directors are of the opinion that it is unlikely to have a significant impact on our business 

operations and financial performance as we do not rely significantly on trademarks for our operations. 

We intend to file further trademark applications when required. 

Note:- 

(1) As classified under the International Classification of Goods and Services (for the purpose of registration of marks) issued by 

the World Intellectual Property Organisation:- 

Class 9 – applicable for, among others, computer software and programs for use in the field of finance 

Class 16 – applicable for, among others, printed material or publications such as computer manuals 

Class 35 – applicable for, among others, business management, consulting services; compilation and systemisation of 

information into computer databases; computerised file management; document management 

Class 42 – applicable for, among others, consulting services relating to computers, computer software, computer 

hardware, computer networks, computer systems; computer software design, maintenance and update; 

installation of computer software; integration of computer systems and networks. 

Copyright 

Singapore 

Under the copyright laws of Singapore, there is no requirement to register copyright. The copyright in the 

software developed by the employees of a company in the course of their employment shall be deemed 

to be transferred to the employer or company. Copyright protection for computer programmes is accorded 

under the laws of Singapore for the lifetime of the author plus 50 years. 

Malaysia 

Under the copyright laws of Malaysia, there is no requirement to register copyright. The copyright in the 

software developed by the employees of a company in the course of their employment shall be deemed 

to be transferred to the employer company, subject to any agreement between the parties excluding or 

limiting such transfer. Generally, copyright in computer programs shall subsist during the life of the 

author and shall continue to subsist until the expiry of a period of 50 years after his death. 

The Philippines 

Under the Philippine Intellectual Property Code (“IP Code”), registration of a copyright is not required for 

protection. However, registration is advisable for evidentiary purposes. The IP Code also provides that the 

copyright in software developed by the employees in the course of their employment belong to the 

employer if the software is the result of the performance of their regularly-assigned duties, unless there is 

an express or implied agreement to the contrary. The duration of copyright protection for computer 

programs is the lifetime of the author and for 50 years after his death. 

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Switzerland 


Under the laws of Switzerland, there is no requirement to register copyright. The employer (and the 

employer only) is authorised to exercise the exclusive rights to use the software (including the right to 

modify the software and the right to use it for the creation of a derivative work or to integrate it in a 

compilation) developed by the employees while performing their employment activity and contractual 

duties. Copyright protection for software is accorded under the laws of Switzerland for the lifetime of the 

author plus 50 years. 

United Kingdom 

Under the copyright laws of the United Kingdom, there is no requirement nor indeed any system for 

copyright registration. Under the Copyright Designs and Patents Act 1988 computer programs qualify for 

protection as literary works. When an employee creates such a work in the course of his or her 

employment, copyright in the work is owned by the employer, subject to any agreement to the contrary. 

As a literary work copyright in a computer program expires after 70 years from the end of the calendar 

year in which the author dies. 

United Arab Emirates 

Under the copyright laws of the United Arab Emirates (“UAE”), there is no requirement to register 

copyright (although a registration procedure is available under the UAE Federal Law No. 7 of 2002 on 

Copyright and Neighbouring Rights). The copyright in the software developed by the employees of a 

company in the course of their employment shall not be deemed to be transferred to the employer or 

company unless specifically stated in the employee’s employment contract. Copyright protection for 

computer program accorded under the laws of the UAE is for the lifetime of the author plus 50 years, 

commencing from the start of the year following the year of death. 

Czech Republic 

Under the copyright laws of the Czech Republic, there is no requirement to register copyright. The 

copyright consists of proprietary rights and personal rights. 

The proprietary rights (i.e. the right to use, modify etc. the computer program and to grant by contract 

authorisation to other persons to exercise this right) with respect to a computer programs developed by 

the employees of a company in the course of their employment is deemed to be transferred to the 

employer, in the absence of a contract to the contrary. The personal (moral) rights of an employee - 

author of the computer program remains unaffected by such transfer. Notwithstanding, where the 

employer exercises the proprietary rights to an employee-created computer program it shall be deemed 

that the author has granted his consent to the computer program being made public, altered, adapted 

including translation, combined with other work, included in a collective work and, unless agreed 

otherwise, also being introduced to the public under the employer’s name. 

The copyright protection for computer programs accorded under the laws of the Czech Republic is for the 

lifetime of the author plus 70 years. 

Thailand 

Under the copyright laws of Thailand, there is no requirement to register copyright. The author is granted 

copyright as soon as the work is created. However, collecting evidences of creation can be useful when 

disputes arise. The author is the proprietor of copyright. This also applies to the employees of a company. 

An employee who creates the work in the course of their employment is the owner of copyright. 

Therefore, in order to transfer the right from the employee to the employer or company, an agreement in 

writing is required. The agreement should indicate the employer or company as the sole proprietor of the 

copyright and must be signed by both the employee and the employer (or company). 

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The rule is different in the case of the hiring of work. Which is a contract where the contractor agrees to 

accomplish a definite work for the employer, who agrees to pay him a remuneration of the result of the 

work. Thus a contractor is different from an employee. In this case, the law indicates the employer as the 

copyright owner. 

Normally, a copyright protection is for the lifetime of the author plus 50 years. However, in case of a work 

created by an employee or a contractor, the copyright protection is 50 years after the day of creation. 

Also, in a case where the owner of copyright is a juristic person, the copyright protection is 50 years after 

the day of creation. 

United States 

Under the copyright laws of the United States, while it is not necessary to register copyrights in order to 

establish such rights, with a few exceptions, registration is a prerequisite to filing suit to enforce the 

copyrights and to recover certain damages. The copyright in software developed by employees of a 

company in the course of their employment is owned by the employer by operation of law. The same rule 

does not apply to independent contractors. The length of copyright protection for works owned by a 

corporation is 95 years from the date of first publication, or if not published, 120 years from the date of 

creation. The length of copyright protection for works owned by an individual is life of the author plus 70 

years. 

Slovakia 

Under the copyright laws of Slovakia, there is no requirement to register copyright. Copyright to a work is 

established in the moment the work is expressed in a form perceptible by senses, irrespective of its form, 

content, quality, purpose or form of its expression. Under current Slovak legislation, copyrights can be 

divided into two basic groups: 

(i) personal rights (e.g right to sign/not sign the work, use pseudonym, make the work public); and 

(ii) proprietary rights (distributing, copying, sale of the work, using it for creation of another work etc.) 

Proprietary rights of an employee to a work which he created in the course of his employment shall be 

executed by the employer, if they do not agree otherwise. The employer can transfer this right to execute 

the proprietary rights of author (employee) to a third person with prior consent of the author only. If the 

employer executes the proprietary rights of an employee, the consent of the author with publishing the 

work and making the work public under the name of the employer is considered to be granted. The other 

personal rights of the author remain untouched. During the period the employer executes the proprietary 

rights to work, the employee is obliged not to execute the proprietary rights to work by himself. The 

above mentioned rights and obligations of employee and employer shall remain untouched if the 

employment relationship terminates. The copyright protection of authors (computer programs included) 

lasts for the lifetime of the author plus 70 years. 

Licenses 

We also generally enter into confidentiality agreements and other similar agreements with our 

employees, consultants, prospective customers, distribution and channel partners, technology partners 

and services partners and we control access to, distribution of, our documentation and other proprietary 

information. 

With respect to intellectual property rights which are owned by third parties such as our technology 

partners, we have entered into various licences for the use, development and integration into our 

products and services. 

Save for the licences from our technology partners, as at the date of this Prospectus, our business or 

profitability is not materially dependant on any patent, or grant of licence from third parties or new 

manufacturing process. 

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STAFF TRAINING 

We recognise the importance of ensuring the long-term development and growth of our staff in order to 

support our business objectives. We believe that our human capital is one of our most important assets 

and that it is critical to the productivity and competitiveness of our Group. We place emphasis on 

developing our staff and providing them with opportunities to acquire the knowledge, skills and attitudes 

to perform their job competently. Staff training is made available through the following means:- 

– Courses. The courses conducted may be classified into three types as follows:- 

� Management development programs (MDP) – These include leadership and management, 

project management, negotiation skills, resource management, mentorship skills and 

techniques courses. 

� Functional and technical programs (FTP) – These include training on our products, 

consulting, salesmanship, and skills training relevant to the functional group of the 

respective employee. 

� Core programs (CP) – These include courses on banking and industry overview, orientation, 

office automation and our internal systems and procedures. 

MDP and CP courses are generally conducted by an external instructor or an expert in the subject 

matter who is engaged by us whereas FTP may be conducted either in-house or externally 

through workshops, technology camp and seminars. 

– On the job training. An induction programme is organised for our new hires. This includes 

orientation on our quality management system, policies and standard rules and regulations. In 

addition, we conduct functional and relevant technology or technical overviews from time to time 

for our employees. 

Our average annual training expenses as a percentage of our total revenues for the last three financial 

years was less than one percent. 

INSURANCE 

We have effected a number of general insurance policies which include term life, total and permanent 

disability, personal accident insurance, travel insurance and hospital and surgical policies for our 

employees, directors’ and officers’ liability insurance, public liability, electronic equipment, all risks and 

fidelity guarantee. 

MAJOR SUPPLIERS 

Given the nature of our business, our cost of revenues include mainly salary, staff related expenses as 

well as fees paid to our external consultants appointed to assist in the implementation of our projects and 

hotels and travel services providers. Generally, our Group is not dependent on any suppliers and Ness 

Czech s.r.o. (formerly known as APP Czech s.r.o.), one of our external consultants, is the only supplier 

which accounts for more than 5% of our total cost of revenues for the last three financial years. None of 

our Directors or Substantial Shareholders has any interest, direct or indirect, in the abovenamed major 

supplier. 

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MAJOR CUSTOMERS 

The customers accounting for 5% or more of our total revenues for the last three financial years are 

provided below:- 

Percentage of Total Revenues (1) 

FY2002 FY2003 FY2004 

Erste Group, Austria H F F 

Latvijas Unibanka, Latvia A A A 

General Banking Trust Co., Hungary A A A 

SKB Banka d. d., Slovenia A A A 

Tritech for Information and Communications Systems (“Tritech”) (2) A A A 

DFCC Bank, Sri Lanka – A A 

Muslim Commecial Bank, Pakistan – A B 

Digital China Advanced Systems Ltd. (2) – – A 

Notes:- 

(1) Band A – above 0% to 10% 

Band B – 11% to 20% 

Band C – 21% to 30% 

Band D – 31% to 40% 

Band E – 41% to 50% 

Band F – 51% to 60% 

Band G – 61% to 70% 

Band H – 71% to 80% 

(2) Digital China and Tritech (our distribution and channel partner in Egypt) are the principal contractors and system integrators 

responsible for the implementation of banking software solutions, which includes our SYMBOLS products, for China 

Development Bank in the PRC and Arab Banking Corporation – Egypt respectively. 

Based in Austria, Erste Bank is one of Central Europe’s major financial services group. We secured a 

global license agreement from this customer to licence and implement SYMBOLS for the Erste Group. 

The revenues declined in FY2003 and FY2004 from FY2002 due to lower recognition of license revenue. 

Latvijas Unibanka is a major commercial bank operating in Latvia’s financial market. From FY1998 till 

FY2003 we implemented and successfully completed a follow-up project (SYMBOLS eProducts) for this 

customer. In FY2003, we also secured a maintenance contract and delivered enhancement services to 

this customer. 

Muslim Commercial Bank (MCB) has a foundation of over 50 years in Pakistan and is a large commercial 

bank in Pakistan. In FY2003, we were appointed to licence and implement our products for MCB. The 

project commenced in the second-half of FY2003 and we have successfully implemented our SYMBOLS 

eProducts at MCB. For FY2004, we continue to deliver our licensing and implementation services to this 

customer. 

None of our Directors or Substantial Shareholders has any interest, direct or indirect, in any of the 

abovenamed major customers. 

83


CREDIT MANAGEMENT 

Our sales to customers are made on credit terms ranging from 30 to 90 days. In deciding whether credit 

would be extended, we would take into account, inter alia, the financial background of the customer 

transaction volume, payment history, credit worthiness and duration of business relationship with us. 

Credit terms granted are recommended by the Group Financial Controller and approved by our Head of 

Finance and Administration and CEO. The credit terms are reviewed annually by the Group Financial 

Controller and any revision will be approved by Head of Finance and Administration and CEO. Cash 

terms are required from customers considered to be of high credit risk. The management monitors 

exposure to credit on an ongoing basis and performs credit evaluations on customers which require 

credit. 

All outstanding balances of trade debtors are reviewed on monthly basis by the Group Financial 

Controller, Head of Finance and Administration, CEO and the respective Business Development 

personnel. Where payment is overdue or credit limit is exceeded, interest charges are imposed on 

overdue balances on a discretionary basis. 

We do not have a policy of maintaining a general impairment loss on trade receivables. Specific 

impairment loss is made on trade receivables when we are of the view that collection is in doubt. We 

generally write-off outstanding trade receivables when we have exhausted all available avenues to 

recover such debts. We have not faced any material collection problem for the past three financial years. 

The amount for impairment for doubtful debts over the past three financial years were as follows: 

($’000) FY2002 FY2003 FY2004 

Bad debts written off 29 23 111 

Impairment loss on trade receivables 257 1,182 – 

Bad debts recovered – (274) – 

Write-back of impairment loss on trade receivables (39) (2) (13) 

Total bad debts and impairment loss net of write-back 247 929 98 

Total bad debts and impairment loss net of write-back 

as a percentage of revenues 0.5% 2.8% 0.3% 

Our average turnover debtors’ and creditors’ turnover in the past three financial years ended 30 June 

2004 were as follows: 

Days FY2002 FY2003 FY2004 

Average Debtors’ Turnover 81 60 87 

Average Creditors’ Turnover 53 34 33 

Debtors’ turnover days decreased from 81 days in FY2002 to 60 days in FY2003 due to faster debt 

collection from customers. However, the debtors’ turnover days increased from 60 days in FY2003 to 87 

days in FY2004 due to slower payments from certain customers resulting from, inter alia, our customers’ 

internal payment approval processes. 

Creditors’ turnover days decreased from 53 days in FY2002 to 34 days in FY2003 and 33 days in 

FY2004 due to lower trade and other creditors as a result of cost reduction measure implemented in 

FY2003 and FY2004. 

Please refer to “Management’s Discussion and Analysis of Results of Operations and Financial Position – 

Liquidity and Capital Resources” beginning on page 100 of this Prospectus. 

84


PROPERTY, PLANT AND EQUIPMENT 

We do not own any properties and the following properties are leased by our Group in connection with 

our business:- 

Approx 

Gross 

Build-in 

Area Monthly 

Location Use (sq m) Tenure Rental Landlord 

8 Temasek Boulevard, Office 1,091 Three years from $46,967.55 Suntec City 

#28-01/02/03, Suntec 1 Jul 2003 to Development 

Tower Three, Singapore 30 Jun 2006 Pte Ltd 

038988 

Prahal Vaclavske Office 83 Indefinite time DEM2,834 Palác Blaník, a.s. 

namesti 56, period from 15 

5 th floor 548-550 Prague, Mar 2001 (1) 

the Czech Republic 

Mala Stepanska 9, Staff 128 Two years from CZK50,000 Ikano spol. s r.o. 

Apartment No. 52, apartment 20 Sep 2002 to 

Prague, the Czech 19 Sep 2005 

Republic 

Office 224, Building Marketing 71 One year from AED6,702.50 (2) Dubai Internet City 

No. 5, Level 2, Dubai office 15 Feb 2005 to 

Internet City, Dubai, 14 Feb 2006 

United Arab Emirates 

Unit 1B, Multinational Office 141 Two years and PHP70,490 Amalgamated 

Bancorporation Centre one month from Development 

Building, 6805 Ayala 16 Jul 2004 to Corporation 

Avenue, Makati City, 15 Aug 2006 


Units 3A and 3B, Office 1,231 Five years from PHP369,366 Amalgamated 

Multinational 16 Aug 2001 to Development 

Bancorporation Centre 15 Aug 2006 Corporation 

Building, 6805 Ayala 

Avenue, Makati City, 


4 th floor, Tower A, Office 90 Five years from CHF3,215 SAIRGROUP (3) 

31, route de l’Aéroport, 15 Oct 2002 to 

CH-1215 Geneva, 31 Oct 2007 

Switzerland 

23/13, Sorachai Office 167 Three years from THB27,137.50 Sorachaivivatn Co., 

Building, 12th Floor, 15 Dec 2004 to Ltd 

Soi 63 Sukhumvit Road, 14 Dec 2007 

Kwaeng Klongtonnua, 

Khet Wattana, Bangkok 

Metropolis, Thailand 

Building “RIMO”, 2nd Office 721 Five years from SKK298,537.50 RIMO, s r.o. 

floor, Drie ova street 1 Jan 2005 to 

No. 3, Bratislava, Postal 31 Dec 2009 

Code 821 01, Slovakia 

No. 17, Laurinská str. Staff 120 One year from EUR1,600 Mgr. Ivanekova 

No. 10, Bratislava, 5th apartment 18 Mar 2005 to Ivona 

floor, Slovakia 18 Mar 2006 

85


Notes:- 

(1) A lease for an indefinite period is permitted under Czech law provided that it may be terminated with a notice period of three 

months, or for an alternate duration as provided for in the lease agreement. In the present case, the notice period to be given 

by the landlord is six months and the notice period to be given by SA (Czech) (the tenant) is three months. 

(2) Rental is payable in three instalments on 15 February, 15 June and 15 October 2004. 

(3) SAIRGROUP is subject to a moratorium voted by its creditors and is in the process of being liquidated. Any third party 

acquiring the premises must take over the lease/rental agreement at the same conditions. 

GOVERNMENT REGULATIONS 

As at the Latest Practicable Date, our business operations in Singapore, Malaysia, Thailand, USA, the 

Czech Republic, the United Kingdom, Switzerland, Slovakia, Dubai and The Philippines are not subject to 

any special legislation or regulatory controls other than those generally applicable to companies and 

businesses incorporated and/or operating in those jurisdictions save for certain regulations governing the 

foreign share ownership in Malaysia, The Philippines and Thailand. 

We have thus far not experienced any adverse effect on our business in complying with these regulations 

in The Philippines and Thailand. The Philippines Foreign Investments Act provides that the share capital 

of a corporation that is classified as a domestic market enterprise may be wholly owned by foreigners if 

the minimum paid-in capital for the corporation is the Philippine peso equivalent of US$200,000 (i.e. 

PHP11,200,000 based on an exchange rate of US$1 to PHP56). Our Company legally owns 100% of the 

paid-up capital of SA (Philippines) and we are in compliance with this regulation since the paid-up capital 

of our subsidiary in The Philippines, SA (Philippines), is PHP12,500,000. 

Our Company holds 99.9% of the paid-up capital of in SA (Thailand), our subsidiary in Thailand. 

Generally, a corporation incorporated in Thailand whose capital were held by foreigners more than 50% 

is subject to certain restrictions for business operation which might be required to obtain a licence prior 

to the operation. However, SA (Thailand) has obtained a Board of Investment certification pursuant to the 

Thai Investment Promotion Act which allows us to, inter alia, promote and commence business 

operations and investments in Thailand with more than 50% interest in the share capital of SA (Thailand) 

being held by our Company provided SA (Thailand) satisfies the conditions attached to the certification. 

Some of the conditions attached includes, inter alia, requirements pertaining to the time frame within 

which SA (Thailand) commences business from the issuance of the certification, reporting obligations 

regarding any change in shareholdings in SA (Thailand) and a minimum paid-up capital of 

THB1,000,000. Our legal advisor on Thai Law, Seri Manop & Doyle Ltd., has advised that SA (Thailand) 

is not in breach of the aforesaid Thai regulation and is in compliance with all the conditions attached to 

the said Board of Investment certification. 

With respect to Malaysia, please see “Risk Factors – We are subject to Malaysia government regulations 

on foreign investments” and “Risk Factors – We are exposed to social, political, legal, regulatory and 

economic conditions of doing business overseas” respectively, both beginning on page 37 of this 

Prospectus. 

86


The following selected consolidated financial information should be read in conjunction with the full text of 

this Prospectus, including the consolidated financial statements set out on Appendix A of this 

Prospectus. The Company’s financial statements have been prepared and presented in accordance with 

Singapore Financial Reporting Standards:- 

Operating Results of our Group 

($’000) FY2002 

Audited 

FY2003 FY2004 

Revenues 50,476 33,732 32,750 

Cost of revenues (19,767) (15,445) (11,288) 

Gross profit 30,709 18,287 21,462 

Sales and marketing expenses (12,360) (9,034) (5,481) 

Research and development expenses (7,166) (8,460) (5,006) 

General and administrative expenses (6,416) (6,395) (3,753) 

Operating expenses (25,942) (23,889) (14,240) 

Operating profit/(loss) 4,767 (5,602) 7,222 

Finance costs (8) (8) (4) 

Other income 741 208 110 


Income tax 585 (69) (708) 


EPS (cents) (1) 2.25 (2.02) 2.44 

Note:- 

(1) For comparative purposes, EPS for the years under review have been computed based on the profit/(loss) for the year and 

the pre-Invitation share capital of 270,788,960 Shares 

87


Financial Position of our Group 

A summary of our financial position as at 30 June 2002, 2003 and 2004 is shown in the table below:- 

($’000) FY2002 

Audited 

FY2003 FY2004 

Non-current assets 

Property, plant and equipment 1,732 1,111 779 

Software development costs – – 2,608 

Other investment 10 10 – 

Deferred tax assets 1,532 1,652 1,813 

3,274 2,773 5,200 

Current assets 

Trade and other debtors 32,273 9,779 13,397 

Cash and bank balances 1,751 3,033 5,116 

34,024 12,812 18,513 

Current liabilities 

Trade and other creditors 13,980 9,462 7,454 

Provision 1,207 – – 

Amounts due to bankers 11 9 – 

Tax payable 1,023 120 825 

16,221 9,591 8,279 


Non-current liabilities 

Amount due to former holding company (32,986) (23,911) – 

Amounts due to bankers (12) (3) – 

Deferred tax liabilities (50) – – 

Hire purchase creditors (16) – – 

(33,064) (23,914) – 

Net (liabilities)/assets (11,987) (17,920) 15,434 

Shareholders’ equity (11,987) (17,920) 15,434 

(NTL)/NTA (11,987) (17,920) 12,826 

(NTL)/NTA per Share (cents) (1) (4.43) (6.62) 4.74 

Note: 

(1) For comparative purposes, (NTL)/NTA per Share for the years under review have been computed based on the NTL or NTA 

for the year and the pre-Invitation share capital of 270,788,960 Shares. 

88

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF 

OPERATIONS AND FINANCIAL POSITION 

The following discussion of our results of operations for the past three financial years ended 30 June 

2002, 2003 and 2004 should be read in conjunction with the consolidated financial statements and the 

related notes elsewhere in this Prospectus. This discussion contains forward-looking statements that 

involve risks and uncertainties. Our actual results may differ significantly from those projected in the 

forward looking-statements. Factors that might cause future results to differ significantly from those 

projected in the forward-looking statements include, but not limited to, those discussed below and 

elsewhere in this Prospectus, particularly in “Risk Factors”. 

OVERVIEW 

Breakdown of Past Performance By Business Activities 

Revenues Audited 

FY2002 FY2003 FY2004 

$’000 % $’000 % $’000 % 

Software Development, Licensing and 

Implementation Services 40,510 80.3 18,674 55.4 13,830 42.2 

Software Maintenance and 

Enhancement Services 9,966 19.7 15,058 44.6 18,920 57.8 

50,476 100.0 33,732 100.0 32,750 100.0 

Gross Profit Audited 

FY2002 FY2003 FY2004 

$’000 % $’000 % $’000 % 

Software Development, Licensing 

and Implementation Services 26,442 86.1 10,540 57.6 9,080 42.3 


Enhancement Services 4,267 13.9 7,747 42.4 12,382 57.7 

30,709 100.0 18,287 100.0 21,462 100.0 

Gross Profit Margin Audited 

FY2002 FY2003 FY2004 

% % % 

Software Development, Licensing 65.3 56.4 65.7 

and Implementation Services 

Software Maintenance and 42.8 51.4 65.4 

Enhancement Services 

60.8 54.2 65.5 

89



Profit/(loss) before income tax (1) Audited 

FY2002 FY2003 FY2004 

$’000 % $’000 % $’000 % 

Software Development, Licensing and 

Implementation Services 5,811 105.6 (7,420) 137.4 (1,980) (27.0) 


Enhancement Services 1,862 33.9 4,074 (75.4) 10,632 145.1 

Segment Results 7,673 139.5 (3,346) 62.0 8,652 118.1 

Unallocated administrative costs (2,906) (52.8) (2,256) 41.8 (1,430) (19.5) 

Finance costs (8) (0.1) (8) 0.1 (4) (0.1) 

Other income 741 13.4 208 (3.9) 110 1.5 

Profit/(loss) before income tax 5,500 100.0 (5,402) 100.0 7,328 100.0 

Profit/(loss) before income Audited 

tax margin FY2002 FY2003 FY 2004 

% % % 

Software Development, Licensing 14.3 (39.7) (14.3) 

and Implementation Services 

Software Maintenance and 18.7 27.1 56.2 

Enhancement Services 

Segment Results 15.2 (9.9) 26.4 

Unallocated administrative costs (5.8) (6.7) (4.3) 

Finance costs (0.0) (0.0) (0.0) 

Other income 1.5 0.6 0.3 

Profit/(loss) before income tax 10.9 (16.0) 22.4 

Note: 

(1) Profit/(Loss) before income tax for each business segment included directly attributable costs and indirect costs. Directly 

attributable costs are expenses that are directly attributable to the relevant segment and are allocated by the Company 

based on the actual cost incurred and these includes, inter alia, costs incurred in delivering the product such as professional 

staff costs from our Client Services and Support division projects-incidental costs and product development costs. Indirect 

costs are operating and administrative expenses other than directly attributable costs that can be allocated on a reasonable 

basis, and such indirect costs are allocated based on the percentage of revenues or sales order contribution, as the case 

may be, between the Company's two business segments and these includes, inter alia, costs from other divisions of the 

Company such as its General and Administration division. On an average for FY2002, FY2003 and FY2004, approximately 

85% of our directly attributable costs and indirect costs, including all of the research and development costs, is allocated to 

the Software Development, Licensing and Implementation Services segment. The losses in this business segment in FY2003 

and FY2004 were mainly due to the allocation of all these costs to this segment, in particular the research and development 

costs. 

90



Breakdown of Past Performance By Geographical Segments 

Our geographical breakdown is based on the geographical region where the customers are based. Our 

customers are predominantly based in Asia Pacific, Middle East and Africa, and Europe. 

FY2002 FY2003 FY2004 

$’000 % $’000 % $’000 % 

Asia Pacific 2,802 5.5 5,242 15.5 8.286 25.3 

Middle East and Africa 4,793 9.5 2,966 8.8 1,542 4.7 

Europe 42,881 85.0 25,524 75.7 22,922 70.0 

50,476 100.0 33,732 100.0 32,750 100.0 

Gross Profit Audited 

FY2002 FY2003 FY2004 

$’000 % $’000 % $’000 % 

Asia Pacific 704 2.3 4,223 23.1 5,135 23.9 

Middle East and Africa 2,710 8.8 638 3.5 626 2.9 

Europe 27,295 88.9 13,426 73.4 15,701 73.2 

30,709 100.0 18,287 100.0 21,462 100.0 

Gross Profit Margin Audited 

FY2002 FY2003 FY2004 

% % % 

Asia Pacific 25.1 80.6 62.0 

Middle East and Africa 56.5 21.5 40.6 

Europe 63.7 52.6 68.5 

60.8 54.2 65.5 

Sources of our revenues 

We are principally involved in the business of providing our proprietary SYMBOLS software solutions to 

the banking and financial services industries. We have segmented our business into two segments as 

follows: 

(i) The provision of software development, licensing and implementation services, from which we 

derive our principal source of income. Our charges for our customised software solutions include 

license fees and customisation and implementation service fees. For the last three financial years, 

revenue contribution from software development, licensing and implementation services segment 

was approximately 80.3%, 55.4% and 42.2% respectively. 

Customers installing SYMBOLS suite of products pay us a license fee which varies by customers, 

and is dependent on factors such as competition for a particular contract, different geographical 

markets, scale of customers’ operations in terms of the number of branches or users that use our 

products and the complexity of the project. Our revenues from the provision of customisation and 

implementation services is derived from projects undertaken either on a fixed-price or time and 

91



material basis and approximately 57.7%, 30.9% and 30.6% of our revenues from our projects in 

FY2002, FY2003 and FY2004 respectively were undertaken on fixed-priced basis. In the provision 

of services on a fixed-price basis, we base our customisation and implementation fees, which is 

determined upfront, on the estimated amount of man-days required to complete the project. On the 

contrary, the provision of services on time and material basis results in the charge of customisation 

and implementation fees based on the actual man-days utilised on the project. Whether a project is 

undertaken on a fixed price as opposed to a time and material basis is dependent upon, inter alia, 

our negotiation with our customers and the complexity and scope of work for the project. 

We generally recognise revenues derived from fees on licensing and customisation and 

implementation using the percentage of completion method. The recognition of revenue is 

measured by reference to the actual man-days incurred for work performed to-date compared to 

the estimated total man-days required for the whole contract, whereas billing to customer is based 

either on a monthly basis or the achievement of defined milestones. The milestones that we 

generally use include signing of the contract, agreement with the customer on the project 

specifications, delivery and installation of base software, user acceptance, and upon live operation 

of the delivered customised solutions. 

(ii) We also derive revenues from providing software maintenance and enhancement services to 

customers that licensed our SYMBOLS suite of products. For the last three financial years, 

revenue contribution from software maintenance and enhancement services segment was 

approximately 19.7%, 44.6% and 57.8% respectively. 

Maintenance revenue is derived from the provision of maintenance services to our customers after 

the implementation of the customised software solutions, and includes warranty and maintenance 

support. We set aside a portion of the contract value to be recognised as maintenance revenues 

on a time basis over the warranty period for the services and support furnished pursuant to the 

warranty and the portion set aside may vary from case-to-case depending mainly on the length of 

the warranty period. Generally, we set aside approximately 15% of the license fees and 5% of the 

professional services fees for a project to be recognised as maintenance revenues on a time basis 

with respect to a warranty period of 12 months. The maintenance revenues derived from 

maintenance contracts is earned proportionately over time subsequent to the expiry of the 

implementation warranty period, which usually runs for six to 12 months after project completion. 

We also derive revenues from the provision of software enhancement services to our customers 

subsequent to the implementation of the customised software solutions. Fees derived from 

software enhancement services are charged either on fixed price or time and material basis. 

Revenues from software enhancement services is generally recognised as services are rendered. 

We generally focus our sales and marketing activities in the emerging markets in developing countries 

and have distributed our product and services to international banking customers in more than 25 

countries across Asia Pacific, Europe, Middle East and Africa. For further details of our customers, 

please refer to “Major Customers” on page 83 of this Prospectus. 

The main factors affecting our revenues are as follows:- 

(i) Demand from our customers 

The prevailing economic conditions have an impact on the annual budgets set aside by banks to 

spend on information technology each year. The IT budgets allocated by customers determine the 

number and size of projects that are up for bidding during the year. During expansionary times of 

the economy, the IT budgets tend to be more generous and we can expect our revenues to be 

affected positively. Conversely, during poor economic times, our revenues could be adversely 

affected. 

92



The number and type of products that are being offered in the banking industry have also changed 

significantly over the years. We expect the banking industry to be continually evolving in its product 

offerings. Our competitive ability to introduce new or enhanced software solutions that meet such 

evolving needs in the future would affect our revenues. It is important for us to keep abreast of 

market changes to ensure that our software solutions remain relevant to our clients. 

(ii) Our ability to secure new projects 

For FY2002, FY2003 and FY2004, revenue contribution from the provision of software 

development, licensing and implementation services segment was approximately 80.3%, 55.4% 

and 42.2% respectively. Such sales are non-recurring in nature and therefore, our revenue would 

fluctuate with the number and value of projects secured during the year. Our ability to secure new 

projects from our customers would depend, inter alia, on our ability to provide competitive products 

and services to our prospective customers and to convert those prospects into new contracts. 

For FY2002, FY2003 and FY2004, revenue contribution from maintenance and enhancement 

services segment was approximately 19.7%, 44.6% and 57.8% respectively. We have an 

increasing customer base whom we have implemented our customised software solutions over the 

years and these customers have an on-going contractual maintenance service agreements with 

us. As such, we are positioned favorably to secure new enhancements service orders from these 

customers. 

(iii) The type of projects we are able to secure 

Contract value for software development, licensing and implementation services is generally higher 

than that of maintenance and enhancement contracts. This is mainly due to the contract value of 

the software development, licensing and implementation services contracts comprises the license 

fees and related implementation and customisation services fee. Both maintenance and 

enhancement services are generally engaged after the implementation of the software 

development, licensing and implementation services contract. Maintenance service revenue is 

generally priced at 15% of the license contract value and enhancement service orders are 

generally smaller in contract value as compared with the contract value for software development, 

licensing and implementation services. As such, the type of projects we are able to secure will 

have an impact on the revenues we are able to generate during the year. 

(iv) Delay in completion of project 

Our ability to deliver a project as scheduled will allow us to commence or plan for another project. 

Any delay in completion of a project may adversely affect our ability to secure and/or complete 

more projects during the financial year. It will also delay the recognition of revenue as we 

recognise revenue based on percentage of completion. 

Cost of revenues 

Our cost of revenues consists of staff related expenses and other expenses incurred in providing 

consulting, support, implementation and training to customers. Cost of revenues accounted for 

approximately 39.2%, 45.8% and 34.5% of our total revenues for FY2002, FY2003 and FY2004, 

respectively. Salaries and staff related expenses have accounted for approximately 42.2%, 52.0% and 

61.5% of total cost of revenues whilst other expenses such as project related expenses that include 

traveling, accommodation and allowances, and external consultant fees, accounted for approximately 

57.8%, 48.0% and 38.5% of total cost of revenues for FY2002, FY2003 and FY2004 respectively. 

93



The main factors affecting our cost of revenues include:- 

(i) Supply and cost of qualified IT professionals 

Our business requires a significant amount of staff involvement to provide consulting, support, 

implementation and training services to our customers. As such, personnel salaries and related 

costs are a significant expense item. Any shortage of supply of qualified IT professionals may 

result in fierce competition for these professionals that may drive up their salaries and our cost of 

revenues will increase accordingly. 

(ii) Estimation of project costs 

For fixed price contracts, our revenue is estimated based on a mark-up from estimated project 

costs and project costs are estimated on the amount of man-days required to complete the project. 

Inadequate and erroneous estimation may lead to cost overrun. 

(iii) Project management 

The implementation cycle of software development, licensing and implementation services contract 

may stretch between six to 18 months depending on the size and complexity of the project. Poor 

project management may result in prolonged implementation cycle and may lead to cost overrun 

and/or cancellation of contracts. 

Our cost of revenues declined from $19.8 million in FY2002 to $15.4 million in FY2003 and to $11.3 

million in FY2004 due to cost reduction measures that were put in place to streamline our operations and 

resources to be in line with the reduction of our business activities. 

Gross profit margin 

Our gross profit margin for FY2002, FY2003 and FY2004 was approximately 60.8%, 54.2% and 65.5% 

respectively. The factors that affect our gross profit margins for a financial year include the revenue mix of 

the type of projects and our cost of revenues. 

Our gross profit margin is generally higher when there is a higher license fees in the software 

development, licensing and implementation services segment and/or higher revenue contribution from 

enhancement services in the maintenance and enhancement services segment. 

Operating expenses 

Our operating expenses comprise sales and marketing expenses, research and development expenses, 

and general and administrative expenses. For FY2002, FY2003 and FY2004 operating expenses 

expressed as a percentage of revenue was approximately 51.4%, 70.8% and 43.5% respectively. 

Sales and marketing expenses accounted for 47.7%, 37.8% and 38.5% of total operating expenses for 

FY2002, FY2003 and FY2004 respectively and consist of salaries, commission and other staff related 

expenses, commissions paid to our distribution partners, withholding taxes arising from sales to overseas 

customers and marketing related expenses. 

Research and development expenses accounted for 27.6%, 35.4% and 35.1% of total operating 

expenses for FY2002, FY2003 and FY2004 respectively and consist of salaries and staff related 

expenses, external consultants, third party license software fees and amortisation of software 

development costs. 

General and administrative expenses accounted for 24.7%, 26.8% and 26.4% of total operating 

expenses for FY2002, FY2003 and FY2004 respectively and consist of salaries and staff related 

expenses, rental expenses, depreciation and impairment loss on trade receivables. 

94



Staff related expenses accounted for approximately 47.5%, 53.9% and 65.1% of total operating 

expenses for FY2002, FY2003 and FY2004 respectively. Staff related expenses include the salaries of 

our staff as well as accrued annual leave, staff benefits and welfare expenses. Depreciation of our 

property, plant and equipment, sales and marketing related expenses and office overheads are the other 

significant components of our operating expenses. 

Major factors that affect our operating expenses include the size of our workforce and the salaries we 

pay, the geographical location of potential projects and the efficiency in the deployment of our resources. 

Our operating expenses have declined from $25.9 million in FY2002 to $23.9 million in FY2003 and to 

$14.2 million in FY2004 due to cost reduction measures that were put in place to re-align our cost 

structure to improve competitiveness and in line with our business activities and focus (“Cost Reduction 

Measures”). Prior to 2000, like most technology companies at that time, our core strategy was to focus 

more on a rapid revenue growth and this resulted in the built up of a high cost structure for our Company. 

In 2000, we decided to focus on building sustainable profitable operations and commenced implementing 

the Costs Reduction Measures. We had conducted a major cost reduction towards the third quarter of 

FY2003 whereby we streamlined our operations and resources and implemented cost reduction controls 

over discretionary spending such as travelling and entertainment to reduce our operating expenditures 

across the Group including the scaling down of our personnel and office infrastructure for SA (America) 

and SA (Europe). 

Finance costs 

Finance costs comprise mainly interest expense that we pay on hire purchase arrangement for motor 

vehicles in Singapore. For the last three financial years, finance costs were immaterial. 

Other income 

Other income comprises mainly grants received from the government and interest from fixed deposits. 

For the last three financial years, other income expressed as a percentage of revenue was approximately 

1.5%, 0.6% and 0.3% respectively. 

Income tax 

We are subject to the effective tax rates in the different countries and these rates impacted the 

performance of reported profits from our operations in these countries. The effective tax rates have also 

been affected by the recognition of deferred tax assets by the Company and certain subsidiaries in 

FY2002, FY2003 and FY2004. For the last three financial years, the effective tax rate was approximately 

(10.6)%, 1.3% and 9.7% respectively. 

The Company has been granted a six year Development and Expansion Incentive which commenced on 

1 July 2001 for the development of banking software applications. The tax rate to be levied on income 

derived by the Company in Singapore during its tax relief period from its qualifying activities is 13%. 

Please refer to “Risk Factors – Our financial position and results of operation may be affected if we are 

unable to continue to qualify for the development and expansion incentive (“Incentive Scheme) granted 

by the Economic Development Board of Singapore (“EDB”)” beginning on page 36 of this Prospectus. 

Seasonality 

Our business is not seasonal in nature. 

Inflation 

Inflation did not have a material effect on our revenues and results for the years under review. 

95



REVIEW OF OPERATING RESULTS 

FY2002 vs FY2003 

Revenues 

Our revenues decreased by 33.2% or $16.8 million, from $50.5 million in FY2002 to $33.7 million in 

FY2003 due mainly to a decrease in revenue from the software development, licensing and 

implementation services segment. Revenues generated from the provision of software development, 

licensing and implementation services declined by 53.9% or $21.8 million, from $40.5 million in FY2002 

to $18.7 million in FY2003 due mainly to the lower license revenues that we recognise from a major 

customer in Europe. In FY2003, $2.2 million was recognised as compared to $17.0 million in FY2002 

based on the percentage of completion of the project as a substantial amount of the work for this major 

customer in Europe for a particular module was completed in FY2002 as compared to FY2003. The 

decrease in revenues was partially offset by the revenues from maintenance and enhancement services 

which continued to grow in FY2003 by 51% or $5.1 million, from $10.0 million in FY2002 to $15.1 million 

in FY2003 due to an increase in enhancement services work orders from our customers. We also 

recorded higher maintenance service revenues following the completion of certain projects during the 

year. 


Cost of revenues decreased by 21.9% or $4.4 million, from $19.8 million in FY2002 to $15.4 million in 

FY2003. The decrease of $3.1 million was due to (i) a decline in project costs expenses following lower 

revenues for the financial year; (ii) a decrease in staff expenses arising from a reduction of client service 

staff headcount by 29 person as a result of a re-organisation of our client services division and (iii) the 

Cost Reduction Measures. In addition, there was an utilisation of $1.3 million provision for project 

foreseeable losses in FY2003. The provision was made in FY2001 and FY2002 to account for an 

expected project cost overrun for a project in Asia Pacific. 

Gross profit and gross profit margin 

Our gross profit declined by 40.5% or $12.4 million, from $30.7 million in FY2002 to $18.3 million in 

FY2003 due to lower revenues and gross profit margin. Gross profit margin decreased from 60.8% in 

FY2002 to 54.2% in FY2003 mainly due to lower license fees which generates higher gross profit margin. 

This decline was also partly caused by the lower gross profit margin for the Middle East and Africa region 

in FY2003 that was due mainly to an expanded scope of work for a customer in that region without any 

revision of contract value. The decline in gross profit margin from the software development, licensing 

and implementation services segment was partially offset by higher gross profit margin for maintenance 

and enhancement services which increased from 42.8% in FY2002 to 51.4% in FY2003. The increase in 

gross profit margin from maintenance and enhancement services segment was due to the increase in 

software enhancement work orders from customers. 


Our operating expenses decreased by 7.9% or $2.0 million, from $25.9 million in FY2002 to $23.9 million 

in FY2003 mainly due to the decrease in sales and marketing expenses which was partially offset by 

increases in research and development. 

Sales and marketing expenses declined by 26.9% or $3.4 million, from $12.4 million in FY2002 to $9.0 

million in FY2003 mainly due to the scaling down of our sales and marketing teams and activities of SA 

(America) and SA (Europe) and the implementation of the Cost Reduction Measures which led to 

reduction in staff related expenses, facilities costs and IT infrastructure expenditure. Research and 

development expenses increased by 18.1% or $1.3 million, from $7.2 million in FY2002 to $8.5 million in 

FY2003 mainly due to an increase in the number of research and development headcount by nine 

persons to deliver our new SYMBOLS Version 8.0 during the year. General and administrative expenses 

remained relatively stable at $6.4 million in FY2003 and FY2003. An impairment loss in trade receivables 

of $1.1 million specific to certain projects was being provided in FY2003 and this was partially offset by 

the decrease of $0.2 million in asset depreciation as some property, plant and equipment were fully 

depreciated in FY2003, a decrease of $0.5 million in other expenses and bad debts recovered of $0.3 

million. 

96



Finance costs 

Our finance costs remained relatively stable at $8,000 in FY2002 and FY2003. 

Other income 

Other income decreased by 71.9% or $0.5 million, from $0.7 million in FY2002 to $0.2 million in FY2003. 

This was mainly due to a decrease of $0.7 million in government grant income that we received in 

FY2002, which was partially offset by an increase in rebates and refunds of $0.2 million. 

Profit/(loss) before income tax 

The loss before tax was $5.4 million in FY2003, compared to profit before tax of $5.5 million in FY2002. 

The decrease resulted from the decrease in gross profits exceeding our savings in operating expenses. 

Income tax 

The income tax increased by $0.7 million from a tax credit of $0.6 million in FY2002 to a charge of $0.1 

million in FY2003. The increase resulted primarily from the lower compensating effect on the recognition 

of deferred tax assets of $1.5 million in FY2002 as compared to $0.1m in FY2003 partially offset by a 

decrease in current income tax of $0.7 million. 

FY2003 vs FY2004 

Revenues 

Our revenues decreased by 2.9% or $0.9 million, from $33.7 million in FY2003 to $32.8 million in 

FY2004. Revenues from the provision of software development, licensing and implementation services 

declined by $4.8 million which was partially offset by an increase in the revenues generated from 

maintenance and enhancement services of $3.9 million. The decrease in revenues generated by the 

provision of software development, licensing and implementation services segment was mainly due to 

higher revenue recognised for a few projects that were completed in FY2003 as compared to the 

revenues recognised from the new projects that commenced in FY2004. The decrease was partially 

offset by an increase in maintenance services revenues as these customers procured our maintenance 

services subsequent to the project implementation and an increase in enhancements services revenues 

as we received more orders from our customers. 


Cost of revenues decreased by 26.9% or $4.1 million, from $15.4 million in FY2003 to $11.3 million in 

FY2004. The decrease was mainly due to (i) cost savings of $1.3 million from the reduction in headcount 

by 9 persons arising from the re-organisation of our client services division and the Cost Reduction 

Measures, (ii) reduction in project related expenses of $1.2 million due mainly to the completion of 

certain major customised software solutions projects during the year and (iii) capitalisation of software 

development costs amounting to $1.7 million, with respect to which we expect to secure more future 

customers. In FY2004, these capitalised software development costs were related to customised 

functionalities and capabilities which fulfill the specific requirements related to Islamic banking customers, 

such as in the Middle Eastern and African countries, and included country specific features such as 

central bank reporting and local language adaptations for the PRC and Pakistan. These capitalised 

software development costs comprise deferred development costs, including salaries, acquisition of 

necessary software and services, and overheads consumed, in relation to the customisation of our 

SYMBOLS Core Banking Solution to deliver features for specific group of customers and territories. 

Gross profit and gross profit margin 

Our gross profit increased by 17.4% or $3.2 million, from $18.3 million in FY2003 to $21.5 million in 

FY2004 due to higher gross profit margin. Our gross profit margin increased from 54.2% in FY2003 to 

65.5% in FY2004. The increase in gross profit margin was due mainly to the decrease in our cost of 

revenues as a result of our Cost Reduction Measures. 

97




The operating expenses decreased by 40.4% or $9.7 million, from $23.9 million in FY2003 to $14.2 

million in FY2004. The headcount and the Cost Reduction Measures implemented in FY2003 contributed 

to approximately $8.8 million reduction in sales and marketing, research and development, and general 

and administration expenses. Further decrease in the operating expenses was the result of the 

capitalisation of certain development activities of $0.9 million (net of $0.1 million amortisation) in relation 

to the development of SYMBOLS e-Business solution. The development activities on the continued 

enhancement of SYMBOLS e-Business Solution during FY2004 has been capitalised as an asset to the 

Company. In FY2001, we commenced the research and development activities for the e-Business 

solution, including development of necessary application development tools, methodology and processes 

and building of application prototypes. In FY2003, we secured our first e-Business solution order from a 

customer in Europe and in FY2004, we successfully implemented the e-Business solution. We had 

secured more orders for our e-Business solution in FY2004, indicative that our e-Business Solution is a 

commercially viable product. 

Finance costs 

Our finance costs decreased by 54.5% or $4,428 from $8,126 in FY2003 to $3,698 in FY2004. 

Other income 

Our other income of $0.1 million in FY2004 is related mainly to interest income and government grants. 

Profit/(Loss) before income tax 

In FY2004, we recorded a profit before income tax of $7.3 million, compared to a loss of $5.4 million in 

FY2003. The improvement was primarily due to higher gross profit margins and a significant reduction in 

sales and marketing expenses and overall general expenses in FY2004. 

Income tax 

Income tax expense increased by $0.6 million due to an increase in profit before income tax in FY2004 

as compared to a loss before income tax in FY2003. 

REVIEW OF FINANCIAL POSITION 


Non-current assets comprise property, plant and equipment, software development costs, other 

investment and deferred tax assets. 

In FY2003, property, plant and equipment decreased by 35.9% or $0.6 million, from $1.7 million in 

FY2002 to $1.1 million in FY2003 due to the net effect of depreciation charges of $1.2 million against 

$0.6 million purchases, mainly on acquisition of SUN servers, continued upgrade of IT infrastructure and 

replacement of old equipment. 

Property, plant and equipment decreased further by 29.9% or $0.3 million, from $1.1 million in FY2003 to 

$0.8 million in FY2004. Depreciation charges for the period of $0.6 million were partially offset by $0.3 

million incurred on purchase of IT software and hardware and leasehold improvements. 

Software development costs comprise deferred development costs, including salaries, acquisition of 

necessary software and services, and overheads consumed, in relation to the customisation of 

SYMBOLS Core Banking Solution and development of SYMBOLS e-Business Solution. 

Traditionally, the focus of our research and development efforts in relation to SYMBOLS Core Banking 

Solution have been in delivering features that are universally acceptable to multiple markets. To further 

enhance our product competitiveness, in FY2004, we customised our SYMBOLS Core Banking Solution 

to deliver features for specific group of customers and territories, including, development of functionalities 

98



and capabilities which specially cater to requirements related to Islamic banking customers, such as in 

the Middle Eastern and African countries, and country specific features such as central bank reporting 

and local language adaptations for the PRC and Pakistan. We expect to secure more projects from these 

groups of customers and territories. In FY2001, we further commenced the research and development 

activities for the e-Business solution, including development of necessary application development tools, 

methodology and processes and building of application prototypes. In FY2003, we secured our first e- 

Business solution order from a customer in Europe and in the FY2004, we successfully implemented the 

e-Business solution. We had secured more orders for our e-Business solution in FY2004, indicative that 

our e-Business Solution is a commercially viable product. 

We invested and capitalised $2.7 million in FY2004 relating to our development activities. We amortised 

$0.1 million of the capitalised software development costs in the same period. 

Other investment of $0.01 million in FY2002 and FY2003 consisted of unquoted shares held in a local 

company. The investment was written off during FY2004. 

Deferred tax assets comprise tax benefits from unutilised tax losses and unabsorbed capital allowances 

of the Company and certain subsidiary companies that are available for set-off against future taxable 

profits. 


Current assets comprise cash and bank balances, trade and other debtors which include trade debtors, 

unbilled receivables, deposits, prepayments and government grant receivable. 

Current assets decreased by 62.3% or $21.2 million, from $34.0 million in FY2002 to $12.8 million in 

FY2003 attributed primarily to the decreases in trade and other debtors which were partially offset by an 

increase in cash and bank balances. Trade and other debtors declined by $22.5 million due to decreases 

in trade debtors, unbilled receivables and other debtors. Trade debtors decreased by $4.3 million from 

$10.9 million in FY2002 to $6.6 million in FY2003 arising from higher volume of debt collection as 

reflected in the decrease in our debtor turnover days from 81 days in FY2002 to 60 days in FY2003. 

Unbilled receivables decreased from $18.9 million in FY 2002 to $1.5 million in FY2003 as a result of the 

billing and subsequent collection of $15.8 million unbilled receivables from a major customer in Europe in 

FY2003. Unbilled receivables decreased due to the timing difference between our recognition of revenue 

and actual billing to the customer. The recognition of revenue is measured by work done whereas billing 

to customer is based either on a monthly basis or the achievement of defined milestones. Other debtors 

such as deposits decreased by $0.8 million due to the refund of rental and tender bid deposits in 

FY2003. Cash and bank balances increased by 73.2% or $1.3 million, from $1.7 million in FY2002 to 

$3.0 million in FY2003 due to the collection from a major customer in Europe. 

In FY2004, our current assets amounted to $18.5 million, which is an increase of $5.7 million as 

compared to $12.8 million in FY2003. Trade and other debtors increased by 37.0% or $3.6 million, from 

$9.8 million in FY2003 to $13.4 million in FY2004. This was mainly due to (i) an increase in unbilled 

receivables of $3.4 million; (ii) an increase in other debtors of $0.3 million mainly due to higher deferred 

expenditure relating to legal, professional and listing related expenses incurred in connection with the 

proposed initial public offering and partially offset by (iii) a decrease in trade debtors of $0.1 million from 

$6.6 million in FY2003 to $6.5 million in FY2004 arising from higher volume of debt collection despite the 

fact that our debtor turnover days increased from 60 days in FY2003 to 87 days in FY2004. Cash and 

bank balances increased by 68.7% or $2.1 million, from $3.0 million in FY2003 to $5.1 million in FY2004 

as a result of continued tight monitoring over debtor collections and reduced operating expenses 

following from the cost reduction measures implemented in FY2003. 


Current liabilities mainly comprise trade and other creditors, provisions and tax payable. Our trade and 

other creditors include amounts owing to our suppliers of goods and services and accruals whilst 

provisions include provision for foreseeable losses made in relation to expected cost overruns on a 

project and provisions for warranty costs made for projects under warranty. 

99



Current liabilities decreased 40.9% or $6.6 million, from $16.2 million in FY2002 to $9.6 million in 

FY2003 due to decreases in trade and other creditors, provisions and tax payable. Trade and other 

creditors decreased by 32.3% or $4.5 million, from $14.0 million in FY2002 to $9.5 million in FY2003 

mainly due to a reduction in amount due to creditors and accruals made on operating expenses resulting 

from the cost control measures implemented during the third quarter FY2003 and the payment of 

withholding tax. This was partially offset by the $2.3 million increase in deferred revenue, which arose 

due to the timing difference between revenue recognised and actual billings. The decline in provisions by 

$1.2 million was attributable to the utilisation of provision for foreseeable losses made in previous years 

in relation to an expected costs overrun on a project in Asia Pacific. Tax payable decreased by 88.3% or 

$0.9 million, from $1.0 million in FY2002 to $0.1 million in FY2003 due to payments made for income tax 

during the financial year. 

Our current liabilities declined 13.7% or $1.3 million, from $9.6 million in FY2003 to $8.3 million in 

FY2004 due mainly to decreases in trade and other creditors partially offset by the increase in tax 

payable. Trade and other creditors decreased by $2.0 million due to (i) cost reduction measures 

implemented in the third quarter FY2003 resulted in a reduction in amount due to creditors and accruals 

made on operating expenses and (ii) a decrease in deferred revenue which arose due to the timing 

difference between revenue recognised and actual billings. Tax payable increased by 587.5% or $0.7 

million, from $0.1 million in FY2003 to $0.8 million in FY2004 as a result of increased profit before 

income tax generated for the year. 


Non-current liabilities comprise primarily amount due to former holding company. There were no material 

hire purchase liabilities during the reporting periods. 

Fluctuations in non-current liabilities between FY2002 and FY2003 were mainly attributable to amounts 

due to former holding company. The amount due to former holding company decreased from $33.0 

million in FY2002 to $23.9 million in FY2003 due to repayment made to former holding company. 

In FY2004, the amount due to former holding company was fully converted to equity by the issue of 

26,729,514 new ordinary shares of $1 each at par value. 

Shareholders’ equity 

Shareholders’ equity comprises share capital, share premium, accumulated losses and exchange 

translation reserve. 

Shareholders’ equity declined by $5.9 million in FY2003 due primarily to the losses recorded for the year 

of $5.5 million and exchange translation reserve which increased by $0.4 million from FY2002 to 

FY2003. 

In FY2004, shareholders’ equity increased by $33.3 million. The increase was due to the issue of $26.7 

million worth of new ordinary shares to the former holding company and net profit of $6.6 million 

recorded for the year. 

LIQUIDITY AND CAPITAL RESOURCES 

Our sources of funds may be categorised as internal or external. Internal source of funds refer to cash 

generated from our operating activities. External sources of funds comprise mainly credit extended to us 

by our suppliers, bank facilities, hire purchase creditors and borrowings from our former holding 

company. 

Both the internal and external sources of funds are principally used to finance our operations. The 

principal uses of these funds are for the payment of staff salaries, capital expenditure and other 

operating expenses. Property, plant and equipment other than motor vehicles were mainly financed 

through internally generated cash flows while acquisition of motor vehicles have been financed through 

hire-purchase arrangements. 

100

Cash Flow Summary 



Audited 

$’000 FY2002 FY2003 FY2004 

Operating cashflow before reinvestment in working capital 7,009 (4,655) 8,089 

Net cash (used in)/provided by operating activities (8,006) 11,022 2,345 

Net cash used in investing activities (775) (606) (3,053) 

Net cash provided by/(used in) financing activities 8,664 (9,087) 1,554 

(Decrease)/increase in cash and cash equivalents (117) 1,329 846 

Cash and cash equivalents as at beginning of the year 1,727 1,610 2,939 

Cash and cash equivalents as at end of year 1,610 2,939 3,785 

FY2002 

In FY2002, net cash used in operating activities was approximately $8.0 million. This was derived from a 

decrease in working capital of $15.0 million, which was offset by an operating cash inflow before 

reinvestment in working capital of $7.0 million. The decrease in working capital of $15.0 million was 

mainly due to an increase in debtors which was partially offset by an increase in creditors. Trade and 

other debtors increased by $16.8 million in FY2002, attributable primarily to the increase in trade debtors 

of $5.7 million which resulted from the increase in revenues, and the increase in other debtors amounting 

to $11.1 million which was mainly attributed to unbilled receivables during the financial year. Trade and 

other creditors increased by $1.8 million due mainly to withholding taxes of $1.6 million arising from our 

billing to a major customer in Europe and an increase in $0.6 million foreseeable losses in relation to a 

project in Asia Pacific, which were partially offset by a decrease in other creditors of $0.4 million. 

We recorded a net cash outflow of $0.8 million from investing activities due primarily to capital 

expenditure incurred to upgrade our IT infrastructure in various locations to support the increased 

business activities. 

Net cash inflow from financing activities of approximately $8.7 million was mainly due to an increase in 

borrowings from our former holding company. 

FY2003 

In FY2003, net cash provided by operating activities was approximately $11.0 million. This was derived 

from an increase in working capital of $16.8 million, which was offset by operating cash outflow before 

reinvestment in working capital of $4.7 million and tax payment of $1.1 million. Increase in working 

capital of $16.8 million was mainly due to a decrease in debtors partially offset by a decrease in 

creditors. We recorded a decrease in debtor balance of $22.5 million due mainly to faster debt collection 

and decline in revenues. The decrease in creditors of $5.7 million was mainly due to the headcount and 

cost reduction measures implemented in FY2003, settlement of withholding taxes accrued in FY2002 

and the utilisation of provision for foreseeable losses made in FY2001 and FY2002. 

Net cash used in investing activities of $0.6 million was attributed to procurement of computer servers, 

continued upgrade of IT infrastructure and replacement of old equipment. 

Net cash used in financing activities of $9.1 million was primarily due to repayment of borrowings to our 

former holding company. 

101



FY2004 

In 2004, net cash provided by operating activities amounted to $2.3 million. This was derived from 

operating cash inflow before reinvestment in working capital amounted to $8.1 million which were offset 

by a decrease in working capital of $5.6 million and tax payment of $0.2 million. The decrease in working 

capital of $5.6 million was due mainly to decreases in creditors of $2.0 million and increases in debtors 

of $3.6 million. The decrease in creditors corresponded to the reduction in operating expenses as 

compared to the previous financial year as a result of the headcount and cost reduction measures 

implemented in FY2004. The increase in debtors was mainly due to higher unbilled receivables and 

higher deferred expenditure relating to legal, professional and listing related expenses incurred in 

connection with the proposed initial public offering. 

We invested $0.3 million on acquisitions of IT hardware and software and leasehold improvements and 

capitalised $2.7 million of software development costs during the financial year. 

Net cash flow from financing activities of $1.6 million was due mainly to the increase in borrowings from 

our former holding company which were subsequently converted into equity. 

Our cash and bank balances (including pledged bank balance of $1.3 million) amounted to $5.1 million 

as at 30 June 2004. As at Latest Practicable Date, our cash and bank balances have increased to $5.5 

million. 

Our Directors are of the opinion that, after taking into account the paid up capital, retained earnings, 

existing cash and bank balances, the cash flows generated from our operations, we have, as at the 

Latest Practicable Date, adequate working capital to meet our Group’s present capital expenditures and 

working capital requirements. 

Save as disclosed in “Liquidity and Capital Resources” and “Review of Financial Position” beginning on 

page 100 and on page 98 of this Prospectus respectively, there is no other material capital expenditure, 

divestment or investment for the years under review and up to the Latest Practicable Date. 

FOREIGN EXCHANGE MANAGEMENT 

The principal measurement and presentation currency is S$. Although our billings to our customers are 

principally denominated in USD and EUR, billings are also made in S$ and, for certain other customers, 

they are billed in certain other foreign currencies in compliance with local statutory or customers’ 

requirements. Our cost incurred, including staff salaries, by the respective foreign subsidiaries are mainly 

denominated in the local currencies. All inter-company transactions and balances, including funds 

transfers for working capital purposes, are denominated in US$. 

Currently, we do not have a formal foreign currency management policy with respect to our foreign 

exchange exposures. We monitor our foreign exchange exposure on a monthly basis and will consider 

hedging any material foreign exchange exposure should such a need arise. We will periodically match 

the foreign currency exposure arising from our foreign currency billings with our liabilities and expenses, 

which are usually denominated in our domestic reporting currencies by, inter alia, converting the cash 

collected in the billing currency to the respective domestic reporting currency of our liabilities and 

expenses. We intend to formalise these procedures in the future with a view of managing these foreign 

currency risk exposures. 

102

The percentages of our revenues and costs denominated in the various currencies are as follows:- 

Revenues 

FY2002 FY2003 FY 2004 

% % % 

USD 98.9 98.0 83.4 

EUR – 1.5 14.8 

Others (1) 1.1 0.5 1.8 

Note:- 

(1) Other currencies comprise mainly S$, Austrian Schilling, THB and MYR. 

Costs 



100.0 100.0 100.0 

FY2002 FY2003 FY 2004 

% % % 

S$ 41.5 42.7 40.9 

USD 20.1 18.4 23.1 

GBP 20.8 17.4 9.1 

PHP 8.1 7.9 10.4 

AED 4.4 4.0 3.1 

SKK 2.3 4.1 9.7 

Others (1) 2.8 5.5 3.7 

Note:- 

(1) Other currencies comprise mainly MYR, THB, CZK, CHF and EUR. 

100.0 100.0 100.0 

Our foreign currency exchange risk arises mainly from the differences in the currency denominations 

between our revenues, cost of revenues and operating expenses. To the extent that our revenues and 

costs are not denominated in the same currency, we may be susceptible to foreign exchange exposure. 

For instance, any significant depreciation of the USD against the SGD or the local reporting currency of 

the subsidiaries could result in us incurring foreign exchange losses. We may also incur foreign exchange 

gains or losses when we convert our foreign currency balances into SGD such as the inter-company 

outstanding balances and receivables due from customers which are mainly denominated in US$ and 

EUR. 

We are also subject to translation risks as our consolidated financial statements are denominated in SGD 

while the financial statements of our subsidiaries in foreign countries are prepared in the currencies of 

their respective countries of operations. In the preparation of our consolidated financial statements, the 

financial statements of our subsidiaries in foreign countries are translated from their respective 

measurement currencies based on the exchange rates prevailing at the balance sheet date, except for 

share capital and reserves (which are translated at historical exchange rates) and profit and loss items 

which are translated at average exchange rates for the relevant financial periods. Any significant 

depreciation of the respective foreign currencies against the SGD would adversely affect our Group’s 

operating results and net asset position. 

103



Our net foreign exchange gain are as follows: 

FY2002 

Audited 

FY2003 FY 2004 

Foreign exchange gain ($’000) 648 350 21 

As a % of profit/(loss) before income tax (%) 11.8% (6.5%) 0.3% 

The fluctuations in our foreign exchange losses and gains for the last three financial years were mainly 

due to fluctuations of the exchange rates between USD and GBP. As our receivables and borrowings in 

Europe were mainly denominated in USD and these were recorded by our subsidiary company in the 

United Kingdom which keeps its accounts in GBP, this resulted in foreign exchange losses or gains 

arising from the fluctuations of the exchange rates between USD and GBP. In FY2002 and FY2003, 

GBP strengthened against USD resulting in foreign exchange gain for the USD denominated liability in 

the subsidiary. In FY2004, GBP strengthened against USD resulting in foreign exchange loss for the USD 

denominated asset in the subsidiary. This was offset by exchange gains resulting from strengthening of 

other currencies against USD. As our billings and revenues are mainly denominated in USD and EUR, 

fluctuations of USD or EUR denominated transactions and balances against S$ or the local reporting 

currencies of our subsidiaries will result in foreign exchange gains or losses which may affect the 

operating results of the Company. Please refer to “Risk Factors - We are subject to foreign exchange 

risks” beginning on page 36 of this Prospectus for more details. 

EXCHANGE CONTROLS 

Our revenues is principally derived in territories that are not subject to exchange control laws or 

regulations. 

The following is a description of the exchange controls that exist in the jurisdictions which our Group 

operates in:- 

Singapore 

In Singapore, there are no governmental laws, decrees, regulations or other legislation that may affect 

the following:- 

(a) the import or export of capital, including the availability of cash and cash equivalents for use by our 

Group; and 

(b) the remittance of dividends, interest or other payments to non-residential holders of the Company’s 

securities. 

Malaysia 

The Exchange Control Act, 1953 of Malaysia (“ECA”) 

Our subsidiary, (known as SA (Malaysia)), operates in Malaysia and accordingly we are subject to certain 

exchange control regulations made under the ECA. Generally, the ECA prohibits all dealings and 

transactions falling within the purview of the ECA unless the permission of the Controller of Foreign 

Exchange (“Controller”) is obtained, and the circumstances under which the Controller’s permission is 

generally granted can be found under the Exchange Control Notices (“ECM”) implemented by the 

Controller pursuant to Section 39 of the ECA, as modified by further clarifications and write ups issued 

by Bank Negara Malaysia. 

The main exchange control regulations in Malaysia which are of direct relevance to us are as follows: 

The MYR is pegged against the US$ at MYR3.80. 

Prior to 2 May 2001, MYR proceeds from the disposal of MYR assets held by non-residents were subject 

to various restrictions on repatriation (“Repatriation” means buying foreign currency with MYR for the 

purpose of remittance abroad). These restrictions were abolished on 2 May 2001. 

104



The repatriation of principal, profits, dividends, interest, rental and commissions are allowed without 

restrictions. 

A resident may pay in MYR up to MYR 10,000 to a non-resident for any purpose, except for the import of 

goods and services where payment of any amount must be in foreign currency. Payments in MYR by a 

resident to a non-resident exceeding MYR 10,000 would require the prior specific permission of the 

Controller, save in certain cases, which include payments of interest or dividends. Payments in foreign 

currency by a resident to a non-resident are generally permitted, save in the following cases: (i) 

payments exceeding the equivalent of MYR 10,000 for investment abroad require the prior specific 

permission of the Controller, unless the resident is one of a few categories (eg. onshore licensed bank) in 

which case different restrictions would apply; and (ii) payments exceeding the equivalent of MYR 10,000 

under guarantees for non-trade purposes require the prior specific permission of the Controller, save that 

for certain financial guarantees above the equivalent of MYR 5 million, payments may be made after 

registering certain information with Bank Negara Malaysia. 

Payments for import of goods and services in MYR would not be permitted unless prior approval of the 

Governor Controller is obtained. All payments for exports must be in foreign currency. 

Notwithstanding the above, all payments from Malaysia to a destination outside Malaysia must, at 

present, be in foreign currency as the Malaysian currency is not tradable outside Malaysia. 

To date, we have not experienced any difficulties in making payments to or receiving payments from SA 

(Malaysia) in Malaysia. SA (Malaysia) has to date not paid any dividends to us. 

Inter Company Accounts 

No further specific permission from the Controller is required for a resident company to operate one or 

more inter-company accounts with any non-resident company provided monthly returns specified by the 

Controller are submitted to the Controller, the inter-company account is not with a Specified Person (ie. 

generally, entities of or controlled by Israel, Serbia or Montenegro), the inter-company settlements are 

made in foreign currency other than a Restricted Currency (ie. the currency of Israel, Serbia and 

Montenegro), and the payables are offset against receivables which are not export proceeds or external 

credit facilities extended to the resident company. An “inter-company account” means an account 

maintained by a resident company with any non-resident company in foreign currency, whether related or 

not, for recording all payables and receivables vis-à-vis the non-resident company and settlements on the 

balances of the account arising from the offsetting of payables against receivables. 

Borrowing in MYR by SA (Malaysia) 

SA (Malaysia) is a non-resident controlled company (“NRCC”) for the purposes of the ECA and the ECM. 

The Controller has given general permission for residents to extend credit facilities to NRCCs of (a) any 

amount in MYR for short term trade financing where the tenure of the credit does not exceed twelve (12) 

months; and (b) up to an aggregate limit of MYR 50 million in MYR for any other credit facility. 

Borrowing in foreign currency by SA (Malaysia) 

SA (Malaysia) may obtain (a) credit facilities in foreign currency up to the equivalent of MYR 5 million in 

the aggregate from onshore licensed banks, and licensed merchant banks and non-residents, provided 

that where the aggregate amount exceeds the equivalent of MYR 1 million, SA (Malaysia) provides the 

Controller with certain information on the credit facilities; and (b) trade financing of any amount in foreign 

currency from onshore licensed banks and licensed merchant banks, provided the tenure of the credit 

does not exceed twelve (12) months. 

105



Thailand 

Exchange Control Act of Thailand 

Our subsidiary, SA (Thailand), operates in Thailand and is accordingly subject to certain exchange 

control regulations made under the Exchange Control Act of Thailand. Our subsidiary may only remit 

money out of Thailand by a transfer through a commercial bank and with the consent from the Bank of 

Thailand. A commercial bank effecting such a transfer would request for documents specified by the 

exchange control officer, which includes:- 

(1) in the event of an investment in a company in a foreign country:- 

� a letter specifing the reasons for the investment; 

� details of the investment; 

� documents concerning the investors, including (where relevant) the certificate of 

incorporation and its shareholder list; and 

� any other documents relating to the investment including any joint venture or share 

purchase agreement, and 

(2) with respect to remittance of dividend or profit out of Thailand, a dividend payment document or a 

letter from the Company to inform the payment of dividend is required. 

Any failure to comply with regulations under the Exchange Control Act of Thailand shall be subject to 

punishment of a fine not exceeding to THB 20,000, or imprisonment not exceeding three years, or both. 


(Thailand) in Thailand. SA (Thailand) has to date not paid any dividends to us. 

Slovakia 

The Foreign Exchange Act No. 202/1995 Coll. (“FCA”) and the Income Tax Act No. 595/2003 Coll. 

(“ITA”) 

SA (Slovakia) is the wholly-owned subsdiary of our subsdiary SA (Europe). SA (Slovakia) operates in 

Slovakia and is accordingly subject to certain exchange control regulations made under the FCA. The 

FCA stipulates certain reporting obligations for business units of its residents, residents (entrepreneurs) 

and non-residents situated in Slovakia. 

Resident and non-resident business entities residing in Slovakia is obliged to report the following 

activities:- 

� payments received, payments made and transfers to residents abroad and non-residents except 

those payments received, payments made and transfers in respect of non-residents’ business 

entities situated in Slovakia that relates to direct and other investments, financial loans, securities, 

financial market deals, including deals made through non-residents; and 

� opening of bank accounts abroad and on the accounts’ balance. 

In addition, residents’ (entrepreneurs’) and non-residents’ business entities situated in Slovakia would 

have reporting duties relating to the assets and liabilities belonging to residents abroad as well as nonresidents, 

excluding assets and liabilities belonging to non-residents’ business units situated inland. 

Further, the ITA stipulates that dividends are considered to be shares on profit paid by the relevant 

business entity after taxation and are not subject to income tax in Slovakia. However the implication of 

foreign taxation must be taken into account. 

Interests are considered to be income from capital assets and are subject to an income tax of 19% in 

Slovakia. With rspect to interests paid to non-residents, treaties on the avoidance of double taxation may 

apply and these treaties may stipulate different treatment of the interests paid to non-residents. Other 

payments have to be treated in accordance with their nature. 

106




(Slovakia). SA (Slovakia) has to date not paid any dividends to us. 


Republic Act No. 7653 (“Central Bank Act”) and Circulars issued by the Philippine Central Bank 

Foreign Investments 

Pursuant to Circular No. 1389 of the Philippine Central Bank, there is no generally requirement for foreign 

investments to be registered with the Philippine Central Bank. Such registration is only required if the 

foreign exchange needed to service the repatriation of capital and the remittance of dividends, profits and 

earnings which accrue thereon are to be sourced from the banking system in the Philippines. 

Foreign Loans 

Circular No. 1389 of the Philippine Central Bank categorises foreign loans into loans that require prior 

approval by the Philippine Central Bank and those that do not require such prior approval. 

Private sector loans granted by foreign companies to their local branches or subsidiaries, irrespective of 

amount and maturity for the purpose of financing eligible projects and costs do not require prior approval 

by the Philippine Central Bank. Such eligible projects and costs include export-oriented projects, projects 

registered with the Philippine Board of Investments, projects listed in the Philippine Investment Priorities 

Plan or in the Medium-Term Public Investment Program, and projects that may be declared priority under 

the country’s socio-economic development plan by the Philippine National Economic and Development 

Authority or by the Philippine Congress. Prior approval by the Philippine Central Bank is required for all 

other types of private sector loans. 

Aside from loans that have been registered with the Philippine Central Bank, no other loans may be 

serviced using foreign exchange purchased from the Philippine banking system. Borrowers must file 

applications for registration with the Philippine Central Bank within three banking days from drawdown 

date for short-tem loans and 15 banking days for medium and long-term loans. Loans that require prior 

approval by the Philippine Central Bank which have been drawn without the requisite approval shall not 

be eligible for registration and subsequent servicing using foreign exchange purchased from the 

Philippine banking system. 

Emergency Measures 

The remittance of foreign exchange, whether for purposes of dividend distribution, interest or other 

payments, in US$, out of the Philippines is subject to emergency measures which the Monetary Board of 

the Philippine Central Bank may take pursuant to Section 72 of the Central Bank Act. 

Pursuant to the Central Bank Act, the Monetary Board, with the concurrence of at least five of its 

members and with the approval of the President of the Philippines, may:- 

� temporarily suspend or restrict sales of foreign exchange by the Philippine Central Bank; 

� subject all transactions in gold and foreign exchange to license by the Philippine Central Bank; and 

� require that any foreign exchange thereafter obtained by any person residing or entity operating in 

the Philippines be delivered to the Philippine Central Bank at the effective exchange rate or rates. 

in order to, inter alia, achieve the primary objective of the Philippine Central Bank, protect the 

international reserves of the Philippine Central Bank in the imminence of, or during an exchange crisis, 

or in times of national emergency and to give the Monetary Board and the government time in which to 

take constructive measures to forestall, combat, or overcome such crisis or emergency. 


(Philippines) in the Philippines. SA (Philippines) has to date not paid any dividends to us. 

107


PROSPECTS 

System Replacement Opportunity for Core Banking Solution 

Core banking solutions are one of the few technologies in the banking and financial services industry 

that is still dominated by proprietary in-house built systems. Most of the large financial institutions are still 

running these legacy applications on earlier generation technologies of the 1960s and 1970s. These old 

systems have proven to be extremely inefficient and are no longer flexible enough to meet the growing 

needs of the large financial institutions. 

Banks are now considering packaged solutions that promise flexibility, faster time-to-market for new 

products and services, greater efficiency and customer centricity for better relationship management. 

Also these packaged solutions promise greater success in implementation and the ability to better handle 

the market demands. With their Internet channels in place and Y2K (year 2000) initiatives behind them, 

numerous financial institutions are once again focusing their efforts on core banking solution replacement 

using a new approach. To support new business requirements, we believe that banks and financial 

institutions cannot continue to be effective using their ageing existing systems and in order to stay 

competitive, need to replace them with an integrated enterprise-wide software infrastructure. 

SYMBOLS Core Banking Solution consists of real-time transaction processing modules that support 

back-office operations involved in the processing of deposits, loans, remittance payments, trade services 

and treasury banking products and services. These back-office applications deliver real-time straightthrough-processing 

capability to streamline back-office operational processes. Our SYMBOLS Core 

Banking Solution has demonstrated the ability to support medium and large size banks’ processing 

volumes for both on-line and off-line transactions (please refer to “Performance Tests” on page 67 of this 

Prospectus for details). 

We believe SYMBOLS core banking suite of products is well positioned to support the emerging needs of 

this market place. Traditionally, the focus of our research and development efforts have been in delivering 

features that are universally acceptable to multiple markets. To further enhance our products 

competitiveness, we have customised our SYMBOLS Core Banking Solution to deliver unique features 

for specific groups of customers and/or specific territories. 

Currently, in respect of the requirements related to Islamic banking customers, such as in the Middle 

Eastern and African countries, we have developed functionalities and capabilities which specially cater to 

those requirements. With respect to country-specific customisation, such as in the PRC and Pakistan, we 

have developed additional features such as central bank reporting and local language adaptations. 

New Generation e-Business Solution Adoption by Banks and Financial Institutions 

The Internet will be instrumental in the delivery of banking products and services, the management of 

customer relationships, lowering banks operating costs, streamline processes and improve the 

competitive quality of services. We believe that these changes require banks to reevaluate the way in 

which they currently conduct their business and expect that there will be growing interest and reliance by 

banks on new generation technology that is able to assist them in changing the way they do business. 

Banks need to transform their internal and external processes to take advantage of the powerful 

communications environment that the Internet provides. It is expected that banks will use the Internet to 

market and cross-sell intelligently to strengthen customer relationships, support creative product bundling 

and customer based pricing, to establish product leadership, streamline processes and to establish 

operational excellence. 

To address the challenges facing them, banks must put in place an integrated e-Business enabled 

software infrastructure that automates and integrates their entire banking enterprise from back office 

operations to front office systems, and includes sales, services, operations and business intelligence 

permitting customers to execute transactions in real time. Banks now need to be able to support delivery 

of banking products and services through multiple delivery channels including branches, kiosks, 

telephones, automated teller machines and the Internet. 

108


We believe that the Internet will continue to have a significant impact on the banking industry and that 

there is great opportunity for applications vendors that can readily provide banks with integrated software 

solutions that support banks’ e-Business needs. 

Our e-Business solution comprises a suite of multi-channel eBanking applications and technology 

framework and platform that supports the development of customer centric e-Business applications. It 

has a comprehensive library of standardised software components ready to support the delivery of 

banking products and services in a personalised manner through multi-delivery channels. 

We believe our e-Business suite of products are well positioned to support the emerging needs of this 

market place to support Internet-based processes. Since FY2001, we commenced research and 

development activities for the development of the necessary application development tools, 

implementation of new development methodology and processes, trained our staff and built a cluster of 

application prototypes that could support these emerging needs. In FY2003, we were appointed by a 

customer to develop and customise a suite of e-Business solutions to support the multi-channel delivery 

of their banking products and services. In FY2004, we developed and successfully implemented these 

applications for our customers. 

TREND INFORMATION 

As at the Latest Practicable Date, we have secured projects on hand totaling $23.5 million, of which 

approximately $13.0 million is attributable to software development, licensing and implementation 

services and the balance of approximately $10.5 million is attributable to software maintenance and 

enhancement services. We expect to realise revenues from these secured projects in FY2005, FY2006 

and FY2007. Barring any unforeseen circumstances, the Directors are of the view that the selling prices 

of our products and services and cost of revenues will remain relatively stable for the current financial 

year. 

OUR BUSINESS STRATEGIES AND FUTURE PLANS 

Our objective is to become the leading global provider of innovative and reliable software solutions for 

banks and financial institutions worldwide. In order to achieve that objective, we are pursuing the 

following key business strategies and future plans:- 

We intend to continuously develop and enhance our products and solutions 

We intend to deliver a suite of products that support banks’ and financial institutions’ entire business 

needs using one seamlessly integrated technology platform. We intend to maintain our products’ 

competitiveness by frequently enhancing our products through extensive research and development. To 

ensure that our products can be seamlessly integrated into our customers’ systems, we will continue to 

develop all our core processing applications on our own whilst incorporating industry standards 

components where integration is not compromised. 

In the past, our main focus has been in developing standard features and functionalities that would be 

universally acceptable to financial institutions in the global market place. Since 2003, we have extended 

our product development efforts for our Core Banking Solution to support the delivery of features and 

functionalities that would enable us to better meet the unique requirements of financial institutions in 

specific territory and/or specific customer segment. Such development efforts include the development of 

unique features that enable financial institutions in the Middle East and African and other markets to 

support the offering of Islamic banking product and services to their customers. In addition, we have also 

adapted our Core Banking Solution to better support the unique requirements of financial institutions in 

the PRC and Pakistan. Such product development efforts extended include the development of features 

that support the regulatory needs and business requirements specific to these territories. We are 

currently exploring the opportunities available for setting up of competency centres to support our Islamic 

banking initiatives. 

109


To support the emerging needs of banks and financial institutions to better leverage on the more powerful 

communication environment that the Internet provides, we commenced our research and development 

activities in 2001 to develop capabilities, development tools, development processes and applications 

prototype that would enable us to deliver new generation e-Business solution that would assist them in 

changing the way they do their business. As a result of our research developments efforts, one of our 

customers engaged us for the development of an e-Business solution in 2003 for supporting the delivery 

of banking products and services through multiple delivery channels. We will continue to invest in 

research and development efforts to further enhance and develop our existing eBusiness solution. 

We will leverage on the experience we have gained from each customer engagement and remain flexible 

to market opportunities when they arise in order to establish our product as the software infrastructure 

solution of choice for the banking and financial services industry. 

Customised solution delivery through expanded services offering 

To help ensure that our products continue to meet the ongoing requirements of our customers, we offer 

our customers customised solutions and a wide range of professional services. 

The main services we offer our customers include project management, product training, requirements 

analysis, product customisation, systems conversion, implementation rollout assistance and postimplementation 

product maintenance support. 

We expect that more financial institutions will want to replace their existing systems and, accordingly, we 

expect the demand for our services to expand rapidly. In order to continue to meet the requirements of 

our customers, we intend to expand the scope of the services we offer our customers with the assistance 

of our service partners. 

Establish global market recognition and acceptance for our products 

We intend to establish market recognition and acceptance for our product on a global scale. To achieve 

this, we will capitalise upon and expand our existing global distribution network and product capabilities 

in order to address the needs of banks and financial institutions around the world. Capitalising on our 

established market recognition, we intend to increase our focus on larger banks with branch networks of 

more than 500 branches. 

Over the last decade, we have focused our distribution activities in the emerging and developing 

economy markets and have successfully distributed our product in over 25 countries across Asia Pacific, 

Europe, Middle East and Africa. We intend to continue to strengthen our worldwide distribution 

infrastructure by adding more regional offices to support specific markets such as the PRC and Vietnam 

where the need arises. 

We intend to expand our existing network of regional offices to deliver localised customer service. We 

may set up new regional support centres to support our customers in Central and South Asia, Middle 

East and Africa. Where required, we also provide global customer support 24 hours a day seven days a 

week. 

Grow our business through strategic alliances 

We believe that it is important to have a network of strategic third party alliances that complement the 

development, distribution and delivery of our products and services. These strategic third party alliances 

enhance our ability to provide end-to-end products and services to our customers. We plan to continue to 

establish new partnerships and to expand on successful partnerships with technology vendors, 

consulting firms and systems integration companies to support our future growth as follows:- 

� Technology alliances for end-to-end solution – To ensure that we provide an end-to-end solution to 

our customers, we have and will embed third party technology components into our product where 

such incorporation does not compromise the integration of our product. 

110


� Distribution alliances to expand market coverage – We will continue to appoint global and regional 

distribution and channel partners to support the sale and delivery of our products and services in 

order to establish global market coverage and penetration for our products and services. 

� Services alliances for end-to-end professional services – We will continue to secure 

complementary resources from our services partners to support the implementation of our product 

to ensure that our customers effectively and successfully utilise our products. In addition to 

enabling us to provide a broader range of services to support our customers’ total implementation 

needs, such resources have enabled us to manage the fluctuation in demand for our organic 

resources. 

Grow our business through strategic acquisitions and joint ventures 

We believe that establishing strategic alliances or joint ventures with our business partners and pursuing 

acquisitions are critical in achieving economies of scale, customer diversity and geographic presence. 

Where the opportunities arise, we may make strategic acquisitions or form strategic alliances with 

business partners in certain markets to further increase our marketing channels, products and service 

offerings, or customer base. We are currently exploring the possibilities of establishing joint venture 

arrangements with our distribution and channel partners with the intention of enhancing our market 

coverage in selected regions. Towards this end, we are currently discussing memorandum of 

understandings with certain potential partners. As these are still in the preliminary stages, there are still 

no firm agreements or intentions established as at the date of this Prospectus. 

111


MANAGEMENT REPORTING STRUCTURE 

The management reporting structure of our Group is set out below:- 

Catherine Ann Hart 

Senior Vice President, 

Head, Global 

Client Services 

Leslie Loh 

CEO 

Wong Heng Hwie 

Head, Finance & 

Administration 

Toh Joo Peng 

Group Financial 

Controller 

112 

Aravinth Kumarasamy 

Senior Vice President, 

Head, Global Sales, 

Product Research 

& Development 

and Marketing


DIRECTORS 

Our Board of Directors is entrusted with the responsibility for the overall management of our Group. The 

particulars of our Directors are as follows:- 

Name Age Address Principal Occupation 

Leslie Loh 46 11 Orchard Turn, #03-09 CEO 


Lee Swee Heng 46 43 Jurong East Avenue 1, Consultant 

#15-01, Parc Oasis, 


Lee Fook Chiew 42 31 Lengkong Satu, Chief Executive Officer 

Singapore 417508 Infocomm 

Lim Yong Hiang 35 184 Stirling Road, Deputy Director 

(alternate to Lee Fook Chiew) #21-242, Singapore 140184 Infocomm 

Dr Tang Pen San 44 5 Jalan Kuning Director 

Singapore 278151 Techno One Advisors Pte Ltd 

Chang Yeh Hong 45 14 Mount Elizabeth, Managing Director 

#19-04, Singapore 228512 Nordic Corporation Pte Ltd 

Jen Shek Voon 58 29 Swettenham Road Company Director 

Singapore 248115 Public Accountant, Singapore 

Information on the business and working experience of our Directors is set out below:- 

Leslie Loh is the founder of our Company. Leslie Loh served as CEO and Chairman of System Access 

Pte Ltd since its inception in 1983 through 2001. He currently serves as CEO of our Company. Leslie Loh 

has over 18 years of experience in the banking software industry and in 1998 was awarded the Rotary – 

ASME Entrepreneur of the Year in Singapore. In 1999, Leslie Loh also received the Singapore Youth 

Award for his success as an entrepreneur. Leslie Loh received a Bachelor of Commerce, majoring in 

Finance in 1982 from Saint Mary’s University, Canada. 

Lee Swee Heng was appointed as our Non-Executive Director on 27 April 2004. He had previously 

joined our Company in 1988 and he played an instrumental part in building our Company from a fourman 

entity to a multi-national company today. Lee Swee Heng left the management of our Company in 

July 2002 and he has been providing certain consultancy and advisory services for our project in the 

PRC since 1 August 2003. He is a veteran in the IT industry with more than 20 years of working 

experience, 16 years of which were spent in IT sector involving the banking and financial industry. Prior 

to founding our Company, he was a systems analyst with Peninsular Communication Sdn. Bhd (M’sia) 

which is a Texas Instruments computer distributor in Malaysia. He was responsible for system analysis, 

application development, user-training and customer support of that company in 1983 and 1984 and he 

was involved in a few major tenders and proposals during those two years. In 1985, he moved on to play 

a major role in project management, standards control and user training at the Muda Agricultural 

Development Authority, a Malaysia government agency under Ministry of Agriculture. Lee Swee Heng 

holds a Bachelor of Applied Science (Hons) degree majoring in Computing Science from the University 

of Technology, Sydney, Australia. 

Lee Fook Chiew was appointed as our Non-Executive Director on 27 April 2004. He is currently the 

Chief Executive Officer of Infocomm, a subsidiary of IDA, since 2001. Infocomm’s primary role is to make 

strategic private equity investment in the IT and telecommunications industry to support IDA’s industry 

development efforts. Prior to that, he worked in the Administrative Service of the Singapore Civil Service 

with the Ministry of Trade & Industry between 1987 and 1990. He commenced his career in the financial 

sector with appointments as Senior Investment Analyst in a securities firm (from 1990 to 1991), a 

113


manager in a leasing and finance company (from end 1996 to end 1998) and Vice-President of project 

and structured finance in a major international bank (from 1993 to 1995). Thereafter, he joined 

Sembawang Corporation in 1995 as Vice President of Finance to oversee the debt issuance 

programmes, corporate finance activities and major project finance deals undertaken by the group. He 

was promoted to Senior Vice President in 1997 and was also concurrently appointed as the joint 

Managing Director of Sembawang Corporation’s leasing and finance subsidiary, Sembawang Capital Pte 

Ltd. After the merger of Sembawang Corporation and ST Industrial Corporation to form SembCorp 

Industries Ltd, he assumed the role as its Group Treasurer in 1998. Lee Fook Chiew holds a Bachelor of 

Commerce & Administration degree with First Class Honours in Economics from the Victoria University of 

Wellington, New Zealand, and he is also a Chartered Financial Analyst. 

Lim Yong Hiang was appointed as our Non-Executive Director on 27 April 2004. He is presently the 

Deputy Director of Infocomm, a wholly-owned subsidiary of IDA. He currently evaluates private equity 

investment opportunities worldwide, oversees the execution of major operational decisions, and manages 

a portfolio of investments to support the growth of the IT and telecommunications industries in 

Singapore. Prior to that he was a Research Analyst with ABN Amro Asia Securities (S) Pte Ltd from 

1993 till 1995 and in that capacity he acted as an investment representative to institutional investors and 

fund managers and provided insights and investment selection recommendations. He also held the 

positions of Assistant Director at Singapore’s Ministry of Trade & Industry, and Country Manager, 

Malaysia & Brunei, with Singapore Tourism Board between 1995 and 1998. He holds a Bachelor of 

Science degree in Economics, from the National University of Singapore and he was also part of the 

April 2002 Asian Business Executive Programme to Tsinghua University in Beijing, an initiative of the 

Singapore Ministry of Trade & Industry aimed at providing participants with a broad-based understanding 

of China. In 2000, he was awarded the inaugural Singapore-Australia Young Business Ambassador 

Award and completed a placement with Alternative Equity within National Asset Management, an 

established funds management operation based out of Melbourne and a division of National Australia 

Bank from May till June 2000. He is a Full Member of the Singapore Institute of Directors. 

Dr Tang Pen San was appointed as our Non-Executive Director on 16 April 2004. He has over 20 years 

of experience in the technology industry, of which, he has spent more than seven years in various top 

executive positions. From 1991 till 1994, Dr Tang was the research and development director of Wearnes 

Technology Pte Ltd. He was subsequently appointed as the Chief Executive Officer of Wearnes 

Peripherals Pte Ltd between 1994 and 1995 and as the executive vice president of Wearnes Peripheral 

International Pte Ltd between 1995 and 1996. Thereafter, Dr Tang joined Flextech Holdings Ltd as its 

group executive director in 1996 before assuming the appointment as its chief executive officer from 2000 

till 2002. During his appointment with Flextech Holdings Ltd, Dr Tang regionalised and diversified the 

company’s business and he played a pivotal role in the formation and subsequent listing of Flextech 

Holdings Ltd’s subsidiary, ASTI Holdings Ltd, on the SGX-SESDAQ in 1999. He is currently a director of 

Techno One Advisors Pte. Ltd. and he also works with 101 Advisors Limited and 101 Capital Limited to 

provide consultancy services. He obtained his Doctorate in Information Engineering from the City 

University of London. He also holds a Masters in Computer Science and a Bachelor of Science degree in 

Computer Engineering both from the University of Manchester. 

Chang Yeh Hong was appointed as our Independent Director on 27 April 2004. He is presently the 

Managing Director of Nordic Corporation Pte Ltd. Prior to that he was an executive director of Technics 

Group Holdings Limited, in charge of finance and corporate development from 2002 till 2003. He has 

over 18 years of experience in banking with Standard Chartered Bank and Citibank, holding local, 

regional and global positions. Prior to 2002, he was the Regional Managing Director Asia Pacific with 

Citibank and global head of a product group with Standard Chartered Bank. Chang Yeh Hong holds a 

Bachelor of Arts degree majoring in Economics from the National University of Singapore and has 

completed the International Executive Management Programme in INSEAD Fountainbleu, France and the 

Business Financial Management Programme with Manchester Business School, the United Kingdom. 

114


Jen Shek Voon was appointed as our Independent Director on 12 July 2004. He is currently a Senior 

Adviser to Ernst & Young, but no longer performs any professional work for the firm. He had been a 

Partner of Ernst & Young since 1980, serving major clients in Singapore and Brunei, and has acted in the 

region as its Executive Partner - Far East and Country Managing Partner of its Brunei Offices until his 

mandatory retirement in December 2002. Mr Jen is a Fellow, Chartered Accountant in Australia and a 

Fellow of the Singapore Institute of Directors. In addition, he is a practicing member of the Institute of 

Certified Public Accountants, Singapore (ISPAS) and a member of the Information System Audit and 

Control Association (ISACA) British Computer Society (BCS), Institute of Internal Auditors (IIA), and the 

Malaysian Institute of Accountants (MIA). He is an accounting graduate from the University of Singapore 

(B Acc., Hons, 1970), and has a post-graduate Commerce degree with Honours from the University of 

New South Wales, Sydney, Australia (M Comm., Hons, 1975). He is also a Fellow of the Institute of 

Chartered Accountants in Australia and the Taxation Institute of Australia. 

MANAGEMENT 

The day-to-day operations of our Group is entrusted to our Executive Officers whose particulars are as 

follows:- 

Name Age Address Current Occupation 

Aravinth Kumarasamy 39 6 La Salle Street Senior Vice President, 

Singapore 456956 Head, Global Sales, Product Research 

& Development, and Marketing 

Catherine Ann Hart 49 2 Lady Acre Close Senior Vice President, 

Lymm, Cheshire Head, Global Client Services 

WA13 OSR 

The United Kingdom 

Wong Heng Hwie 36 31 Soo Chow Way Head, Finance & Admininstration 


Toh Joo Peng 35 Blk 11 Eunos Crescent #07-2745 Group Financial Controller 


Information on the business and working experience of our Executive Officers is set out below:- 

Aravinth Kumarasamy serves as our Senior Vice President, Head, Global Sales, Product Research & 

Development, and Marketing. He has been involved in the development and distribution of IT solutions for 

over 15 years, to support various industries, including banking, financial accounting, trading, and 

insurance. He joined our Company in 1997 as a Product Manager, responsible for the development of 

our Data Warehouse application. In 1998 to 2000, he was involved in business development for the South 

Asia region. Between 2000 and 2001, he established our Company’s Global Solution Consulting unit to 

provide pre-sales support for our products and services. Since 2001, he has been responsible for the 

continuous development and enhancement of our core product. Since 2003, he assumed additional 

responsibility to lead our global marketing unit and subsequently his role was extended to cover business 

development functions within our Company. He is a certified IT professional with the City and Guilds of 

London and he holds a Computing Diploma from the National Computer Centre of the United Kingdom. 

Catherine Ann Hart has served as our Senior Vice President, Head, Global Client Services since 

December 2001. Starting with her banking apprenticeship at the Bank of England, Catherine then moved 

on to Banque National de Paris where she was involved in Branch Banking, Securities, Private Banking. 

Catherine joined our Company as a Project Manager in 1996 and was promoted to Project Director for 

Europe in 1998, before moving on to the Philippines as Country Manager, Vice President, Client Services 

in 2000. She returned to London in July 2001 as Head of Global Client Services Division to oversee all 

international client matters and our Client Services practice in London. 

115


Wong Heng Hwie was appointed as our Head of Finance and Administration in October 2004 and as 

our Joint Company Secretary on 18 March 2005. He is primarily responsible, inter alia, for the Group’s 

corporate reporting functions and the principal internal control systems and procedures. Prior to joining 

our Group, he was with Digiland International Limited from February 2000 to September 2004, where he 

last held the position of Group Financial Controller and was overall responsible for the finance and 

operations of that company. Between July 1998 and February 2000, he was a Financial Analyst with 

McGraw-Hill Book Co. He was an Accountant with GES Singapore Pte Ltd from September 1996 to July 

1998. From December 1993 to September 1996, he was an Audit Senior in Deloitte & Touche. He is a 

Certified Public Accountant with the Institute of Certified Public Accountants of Singapore and holds a 

Bachelor of Accountancy (Merit) from Nanyang Technological University of Singapore. 

Toh Joo Peng serves as our Group Financial Controller and she oversees the accounting, finance, legal 

and corporate secretarial function of our Group. She joined our Company in February 2000 as Audit 

Services Manager and moved on to become the Regional Controller in October 2000 before she was 

promoted to Group Financial Controller in July 2002. Prior to joining the Group, she was an Audit 

Manager with the Internal Audit Services Department of Ernst & Young from June 1996 to December 

1999, serving internal audit clients in Singapore and various countries in the region. From June 1994 to 

May 1996, she was the internal auditor of Nuri Holdings Pte Ltd responsible for that company’s 

operations in the PRC. She was an Audit Assistant with Deloitte and Touche from June 1992 to May 

1994. She is a Certified Public Accountant with the Institute of Certified Public Accountants of Singapore 

and holds a Bachelor of Accountancy from Nanyang Technological University of Singapore. 

STAFF 

The functional distribution of our full-time employees as at the end of each of the year under review are 

as follows:- 

FY2002 FY2003 FY2004 

Business Development, Sales and Marketing 27 20 17 

Client Services (1) 184 155 146 

Product Research and Development 69 78 68 

Corporate Services (2) 56 49 44 

Total number of full-time employees 336 302 275 

Notes: 

(1) The Client Services unit is responsible for the customisation, implementation, enhancement and suppport of SYMBOLS. 

(2) The Corporate Services unit is responsible for providing business support in the areas of finance, administration, human 

resource, IT infrastructure and process management. 

116


The geographical breakdown of our full-time employees as at the end of each of the year under review 

are as follows:- 

FY2002 FY2003 FY2004 

Bratislava, Slovakia 37 40 38 

Dubai, United Arab Emirates 5 4 3 

Geneva, Switzerland 1 4 1 

London, United Kingdom 17 6 6 

Manila, The Philippines 136 103 96 

Malaysia – – – 

Singapore 123 133 120 

Thailand 15 12 11 

USA 2 – – 

Total number of full-time employees 336 302 275 

We do not employ a significant number of temporary staff. However, from time to time, when the need 

arises, we may employ contract workers to help us in handling increased workload. 

Our employees are not unionised. The relationship between management and employees is good and 

there have been no material industrial disputes with our employees since we commenced operations. 

REMUNERATION 

Directors and Executive Officers 

The compensation paid or payable to each of our Directors and Executive Officers for services rendered 

to us in all capacities for FY2003 and FY2004 and estimated for the current financial year, in bands of 

$250,000 per annum, were or are as follows:- 

FY2003 FY2004 FY2005 

Directors 

Leslie Loh Band I Band I Band II 

Lee Swee Heng (3) Band I N.A N.A 

Lee Fook Chiew N.A. N.A. N.A 

Lim Yong Hiang N.A. N.A. N.A 

Dr Tang Pen San (3) N.A. N.A. N.A 

Chang Yeh Hong N.A. N.A. N.A 

Jen Shek Voon N.A. N.A. N.A 


Aravinth Kumarasamy Band II Band II Band II 

Catherine Ann Hart Band II Band II Band II 

Wong Heng Hwie N.A. N.A. Band I 

Toh Joo Peng Band I Band I Band I 

Notes:- 

(1) Band I : compensation of between $0 to $250,000 per annum 

Band II : compensation of between $250,001 to $500,000 per annum 

Band III : compensation of above $500,000 per annum 

N.A. : not applicable 

117


(2) Compensation includes benefit in kind. The estimated amount of compensation payable in FY2005 excludes any bonus or 

profit-sharing plan or any other profit-linked agreement or arrangement. For the purposes of this estimate, no account is 

taken for the profit sharing that Leslie Loh is entitled to under the Service Agreement. Further details are set out under 

“Directors, Management and Staff – Service Agreement” beginning on page 119 of this Prospectus. 

(3) Please refer to “Interest of Management and Others in Certain Transactions – Interested Person Transactions” on pages 126 

and 127 of this Prospectus. 

Pension or retirement benefits 

We did not set aside or accrue any pension or retirement benefits during FY2004 for any of our 

employees, save for CPF in Singapore, and social security contributions (or the equivalent) in the other 

relevant countries. 

CORPORATE GOVERNANCE 

Nominating Committee 

Our Nominating Committee comprises Leslie Loh, Jen Shek Voon and Chang Yeh Hong. The Chairman 

of the Nominating Committee is Jen Shek Voon. Our Nominating Committee will be responsible for (i) renomination 

of our Directors having regard to the Director’s contribution and performance, (ii) determining 

annually whether or not a Director is independent and (iii) deciding whether or not a Director is able to 

and has been adequately carrying out his duties as a director. The Nominating Committee will decide on 

how the Board’s performance is to be evaluated and propose objective performance criteria, subject to 

the approval of the Board, which address how the board has enhanced long-term shareholders’ value. 

The Board will also implement a process to be carried out by the Nominating Committee for assessing 

the effectiveness of the Board as a whole and for assessing the contribution by each individual Director 

to the effectiveness of the Board. Each member of the Nominating Committee shall abstain from voting 

on any resolutions and making any recommendations and/or participating in any deliberations of the 

Nominating Committee in respect of the assessment of his performance or re-nomination as director. 

Remuneration Committee 

Our Remuneration Committee comprises Leslie Loh, Chang Yeh Hong and Tang Pen San. The Chairman 

of the Remuneration Committee is Chang Yeh Hong. Our Remuneration Committee will be responsible 

for recommending to our Board a framework of remuneration for the Directors and key executives, and 

determine specific remuneration packages for each Executive Director and the Managing Director. The 

recommendations of our Remuneration Committee will be submitted for endorsement by the entire 

Board. All aspects of remuneration, including but not limited to directors’ fees, salaries, allowances, 

bonuses, options and benefits in kind shall be covered by our Remuneration Committee. Each member 

of the Remuneration Committee shall abstain from voting on any resolutions and making 

recommendations and/or participating in any deliberations of the Remuneration Committee in respect of 

his remuneration package. 

Audit Committee 

Our Group’s business and operations are currently under the management of our Company and our 

subsidiaries. 

Our Executive Directors will continue to manage the operations of our Company and our subsidiaries, 

and our Audit Committee will provide the necessary checks and balances as set out below. Our Audit 

Committee comprises Chang Yeh Hong, Lee Fook Chiew and Jen Shek Voon. The chairman of the Audit 

Committee is Jen Shek Voon. 

Our Audit Committee will assist our Board in discharging their responsibility to safeguard our assets, 

maintain adequate accounting records, and develop and maintain effective systems of internal control, 

with the overall objective of ensuring that our management creates and maintains an effective control 

environment in our Group. 

Our Audit Committee will provide a channel of communication between our Board, our management and 

our external auditors on matters relating to audit. 

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In particular, our Audit Committee will: 


(a) review with the external auditors the audit plan, their evaluation of the system of internal 

accounting controls, their letter to management and the management’s response; 

(b) review the quarterly and annual financial statements and balance sheet and profit and loss 

accounts before submission to our Board for approval, focusing in particular on changes in 

accounting policies and practices, major risk areas, significant adjustments resulting from the 

audit, compliance with accounting standards and compliance with the SGX-ST Listing Manual and 

any other relevant statutory or regulatory requirements; 

(c) review the internal control procedures and ensure co-ordination between the external auditors and 

our management, and review the assistance given by our management to the auditors, and 

discuss problems and concerns, if any, arising from the interim and final audits, and any matters 

which the auditors may wish to discuss (in the absence of our management, where necessary); 

(d) review and discuss with the external auditors any suspected fraud or irregularity, or suspected 

infringement of any relevant laws, rules or regulations, which has or is likely to have a material 

impact on our Group’s operating results or financial position, and our management’s response; 

(e) consider the appointment or re-appointment of the external auditors and matters relating to the 

resignation or dismissal of the auditors; 

(f) review interested person transactions (if any) falling within the scope of Chapter 9 of the SGX-ST 

Listing Manual; 

(g) review potential conflicts of interest, if any; 

(h) undertake such other reviews and projects as may be requested by our Board, and will report to 

our Board its findings from time to time on matters arising and requiring the attention of our Audit 

Committee; and 

(i) generally undertake such other functions and duties as may be required by statute or the SGX-ST 

Listing Manual, or by such amendments as may be made thereto from time to time. 

The Audit Committee will meet quarterly. 

Board Practices 

Our Directors are appointed by our Shareholders at a general meeting and an election of Directors is 

held annually. One third (or the number nearest to a third) or our Directors (including the Managing 

Director or the equivalent, if any, after his initial term of engagement), are required to retire from office at 

least once in every three years. However, a retiring Director is eligible for re-election at the meeting at 

which he retires. Please refer to Appendix D “Extracts of Articles of Association of our Company” for 

more details on the appointment and retirement of Directors. 

SERVICE AGREEMENT 

On 1 July 2004, our Company entered into a service agreement with Leslie Loh (“Service Agreement”) 

for an initial period of three years, commencing 1 July 2004, unless otherwise terminated by our 

Company or Mr Loh by giving to the other party at least six months’ notice in writing or (in the event that 

our Company is the terminating party) by our Company paying salary in lieu of the required notice 

period. 

We may terminate the Service Agreement in the event that Leslie Loh commits certain events of default 

as described in the Service Agreement. The Service Agreement does not provide any benefits upon the 

termination of employment. 

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The Service Agreement provides that, save for his interest in certain companies listed in the Service 

Agreement and any non-executive involvement in any future non-competitive businesses and subject 

always to the SGX-ST Listing Manual requirements, during the continuance of his employment with our 

Company, Leslie Loh shall, inter alia, devote his whole time and attention to the business of our 

Company and shall not engage in any other business or be concerned or interested, whether for reward 

or gratuitously, in any capacity in any trade or business or occupation of a similar nature to or competitive 

with that carried on by our Company. The prohibition extends to the holding of any public or private office 

which, in the opinion of our Company, may hinder or otherwise interfere with the performance of his 

duties to our Company. 

The Service Agreement also contains non-competition undertakings by Leslie Loh, which are effective 

during, as well as 12 months after the cessation of, his employment with our Company. During the 12 

months after cessation of his employment with our Company, Leslie Loh shall not, inter alia, engage in 

any other business to be concerned or interested, whether for reward or gratuitously, in any capacity in 

any trade or business or occupation of a similar nature to or competitive with that carried on by our 

Company. 

Under the Service Agreement, Leslie Loh is entitled to an annual salary of $240,000, excluding 

employer’s contribution to CPF. In addition, he is also entitled to a profit sharing incentive bonus (“Profit 

Sharing Scheme”) based on the audited consolidated profit before taxation (before the aforesaid profitsharing 

incentive) of our Group (“PBTBPS”) for the relevant year on the following basis:- 

PBTBPS Profit-sharing incentive bonus 

Up to $5 million 2% of PBTBPS 

Above $5 million and up to $10 million 2% on the first $5 million and 3% on the incremental PBTBPS above $5 

million but below $10 million 

Above $10 million 2% on the first $5 million, 3% on the next $5 million and 4% on the 

incremental PBTBPS above $10 million 

In addition, during his appointment as CEO, Leslie Loh will be provided with a company car and will be 

entitled to medical benefits. 

Had the Service Agreement been in place with effect in FY2004, the aggregate remuneration (including 

contributions to CPF and other benefits) paid/provided to Leslie Loh would have been approximately 

$268,977 instead of approximately $168,053 and the profit before income tax and the net profit for 

FY2004 would have been approximately $7.2 million and $6.5 million respectively. 

Save for the Service Agreement and the discretionary bonuses that are provided for in the letters of 

employment with our Executive Officers and employees, there are no other bonus or profit-sharing plans 

or any other profit-linked agreements or arrangements between our Company and any of our Directors or 

Executive Officers. 

Save as disclosed above, there are no existing or proposed service contracts entered into or to be 

entered into by our Company or any of our subsidiaries with any of our Directors or Executive Officers 

which provides for compensation in the form of stock options, or pension, retirement or other similar 

benefits, or other benefits, upon the termination of employment. 

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SUMMARY OF THE SYSTEM ACCESS SHARE OPTION SCHEME 

In conjunction with our Company’s listing on the SGX-SESDAQ, our Shareholders have approved and 

adopted the System Access Share Option Scheme (the “System Access ESOS”) on page 48 of this 

Prospectus. The rules of the System Access ESOS are set out in Appendix E to this Prospectus. 

System Access Share Option Scheme Committee 

Our Remuneration Committee will implement and administer the System Access ESOS. Our 

Remuneration Committee comprises Leslie Loh, Chang Yeh Hong and Tang Pen San. The Chairman of 

the Remuneration Committee is Chang Yeh Hong. 

Objectives of System Access ESOS 

The purpose of the Scheme is to provide an opportunity for Executive Directors and employees of our 

Group to participate in the equity of our Company so as to motivate them to a greater dedication, loyalty 

and higher standards of performance, and to give recognition to non-executive Directors of our Group 

and employees of our associated companies who have contributed to the success and development of 

our Company and/or our Group. The System Access ESOS is proposed on the basis that it is important 

to acknowledge the contribution, which is essential to the well-being and prosperity of our Group, made 

by these categories of persons. By adopting the System Access ESOS, we will give these categories of 

persons a real and meaningful stake in our Company at no direct cost to its profitability and will help to 

achieve the following objectives:- 

(a) the motivation of participants to optimise performance standards and efficiency and to maintain a 

high level of contribution; 

(b) the retention of key employees whose contributions are important to the long term growth and 

prosperity of our Group; 

(c) the attainment of harmonious employer/staff relations, as well as the strengthening of working 

relationships with our Group’s close business associates; and 

(d) the development of a participatory style of management which promotes greater commitment and 

dedication amongst the employees and instills loyalty and a stronger sense of identification with 

the long-term prosperity of our Group. 

Summary of the System Access ESOS 

A summary of the rules of the System Access ESOS is set out as follows:- 

(1) Participants 

Under the rules of the System Access ESOS, the following persons shall be eligible to participate 

in the System Access ESOS:- 

(a) Group Employees 

(i) confirmed full-time employees who are full-time employees of our Company and/or its 

subsidiaries who have attained the age of 21 years on or before the Offering Date; 

(ii) directors of our Company and/or its subsidiaries who perform an executive function; 

(iii) independent and non-executive directors of our Company; and 

(iv) employees who qualify under sub-paragraph (i) above and are seconded to a 

company in an Associated Company, or any other company outside our Group in 

which our Company and/or Group has an equity interest. 

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(b) Associated Company Employees 

(i) confirmed full-time employees of an Associated Company who have attained the age 

of 21 years and above on or before the Offering Date; 

(ii) directors of an Associated Company who perform an executive function; and 

(iii) non-executive directors of an Associated Company. 

Provided that our Controlling Shareholder(s) or their associates shall not participate in the System 

Access ESOS. For this purpose, the term “Controlling Shareholder”, “associates” and “Associated 

Company” shall have the meanings ascribed to them in the rules of the System Access ESOS as 

set out in Appendix E to this Prospectus. 

(2) Administration of System Access ESOS 

System Access ESOS shall be administered by our Remuneration Committee. The Remuneration 

Committee will consist of Directors of our Company (including independent non-executive Directors 

who may be participants of System Access ESOS). A member of the Remuneration Committee 

who is also a participant of System Access ESOS must not be involved in its deliberations in 

respect of Options granted or to be granted to him. 

(3) Size of System Access ESOS 

The aggregate number of Shares over which the Remuneration Committee may grant Options on 

any date, when added to the number of Shares issued and issuable in respect of all options 

granted under the System Access ESOS and any other share option schemes of our Company, 

shall not exceed 15 per cent. of the issued Shares of our Company on the date preceding the 

grant of an Option. 

The number of participants is expected to grow over the years as our Group brings its business to 

greater heights of expansion. Further, the Company intends to include more deserving employees 

into the System Access ESOS. If the number of Options available under the System Access ESOS 

is small, our Company may only be able to grant a small number of Options to each participant, 

which may not be a sufficiently attractive incentive. Hence, there should be a sufficient number of 

Options under the System Access ESOS to offer to existing employees as well as new employees. 

The number of Options offered must also be significant enough to serve as a meaningful reward 

for contribution to our Group. This will also give our Company greater flexibility in the structuring of 

remuneration and incentive packages for those deserving employees and directors. Accordingly, 

our Company believes that the size of the System Access ESOS of up to 15 per cent. of the 

issued share capital of our Company will be imperative in achieving the above purposes. 

(4) Maximum entitlements 

The number of Shares comprised in any Option to be offered to a participant in the System 

Access ESOS shall be determined at the absolute discretion of the Remuneration Committee, who 

shall take into account criteria such as the rank, the past performance, years of service, potential 

for future development and contributions of that participant. 

(5) Options exercise period and exercise price 

All Options that are granted under the System Access ESOS shall have exercise prices that are 

fixed at a price equal to the average of the last dealt prices for a Share, as determined by the 

Remuneration Committee by reference to the official list or any other publication published by the 

SGX-ST, for the five consecutive Market Days immediately preceding the Offering Date of that 

Option, rounded up to the nearest whole cent. The Options that are granted under the System 

Access ESOS may be exercised on the first anniversary from the date of the grant of the Option 

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subject to such conditions as the Remuneration Committee may impose from time to time. In 

addition, we will also have the discretion to impose conditions on the exercise of the Option such 

as limiting the number of Shares in respect of which the Option may be exercised during the 

exercise period applicable to that Option. 

(6) Grant of Options 

Save as disclosed herein, under the rules of the System Access ESOS, there are no fixed periods 

for the grant of Options. As such, offers of the grant of Options may be made at any time and from 

time to time at the discretion of the Remuneration Committee. However, in the event that an 

announcement on any matter of an exceptional nature involving unpublished price sensitive 

information is imminent, offers may only be made after the second Market Day (as defined in the 

rules of the System Access ESOS) from the date on which the aforesaid announcement is 

released. 

(7) Termination of Options 

Special provisions in the rules of the System Access ESOS deal with the lapse or earlier exercise 

of Options in circumstances which include the termination or cessation of the participant’s 

employment in our Group or Associated Company (as the case may be), the bankruptcy of the 

participant, the death of the participant, a take-over of our Company, and the winding up of our 

Company. 

(8) Acceptance of Options 

Offers of Options made to grantees, if not accepted by the grantees within 30 days from the date 

of the offer, will lapse. Upon acceptance of the offer, the grantee must pay us a consideration of 

$1.00. 

(9) Rights of Shares arising 

Shares arising from the exercise of Options are subject to the provisions of the Memorandum and 

Articles of Association of our Company. The Shares so allotted will upon issue rank pari passu in 

all respects with the then existing issued Shares, and shall rank in full for all entitlements, including 

any dividends, or other distributions declared or recommended in respect of the then existing 

Shares, the record date (“Record Date”) for which falls on or before the relevant exercise date of 

the Option. “Record Date” means the date as at the close of business on which our shareholders 

must be registered in order to participate in any dividends, rights, allotments or other distributions. 

(10) Duration of the System Access ESOS 

The System Access ESOS shall continue in operation for a maximum duration of ten years 

commencing on the date on which the System Access ESOS is adopted by our Company in 

general meeting, provided always that the System Access ESOS may continue beyond the above 

stipulated period with the approval of our shareholders by ordinary resolution in general meeting 

and of any relevant authorities which may then be required. 

(11) Abstention from voting 

Participants who are Shareholders are to abstain from voting on any Shareholders’ resolutions 

relating to the Scheme. 

Participants in the System Access ESOS 

(a) Participation by full-time employees of our Group and executive directors of our subsidiaries 

The extension of the System Access ESOS to confirmed full-time employees of our Group and 

executive directors of our subsidiaries allows us to have a fair and equitable system to reward 

employees who have made and who continue to make important contributions to the long-term 

growth of our Group. The System Access ESOS will also serve to attract, retain and provide 

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incentives to its participants to attain higher standards of performance as well as encourage 

greater dedication and loyalty by enabling our Company to give recognition to past contributions 

and services as well as motivating them to contribute towards our long-term prosperity of our 

Group. 

(b) Participation by independent and non-executive Directors of our Company 

Although our Independent Directors and non-executive Directors are not involved in the day to day 

running of the Group, they play an invaluable role in the success of the Group as they are able to 

provide us with valuable support and business opportunities or alliances for the furtherance of our 

Group, as well as to contribute their experience and expertise to the Board. As such, we intend to 

allow our independent and non-executive Directors to participate in the System Access ESOS in 

order to acknowledge and give recognition to their contributions and services. This will also allow 

us to continue to attract directors of great ability and aptitude to sit on our Board. Further, by 

granting our Company the ability to supplement the current case based remuneration of a fixed 

amount per annum by way of director’s fees to our independent and non-executive Directors for 

their services, our Company will be able to remain competitive in the total remuneration of our 

independent and non-executive Directors when other listed companies also offer share Options to 

their independent and non-executive Directors. This will help enhance the growth and long-term 

profitability of our business. However, as the System Access ESOS is intended primarily for 

employees, any Options that may be offered and granted to any such independent or nonexecutive 

Director would be granted on an ad hoc basis as the Options are intended as a token of 

the Company’s appreciation. Accordingly, the offer and grants of such Options will comprise of only 

a relatively small percentage of the total Options that would be offered and granted to participants 

of the System Access ESOS, being principally, the employees of the Group. The independent and 

non-executive Directors may be appointed as members of the Remuneration Committee. However, 

Rule 13.1 of the rules of the System Access ESOS provides that a member of the Remuneration 

Committee shall not participate in the deliberation of the Remuneration Committee in respect of 

the grant of Options to him. The Directors intend to grant Options to our independent and nonexecutive 

Directors for a small number of Shares so as to minimise the potential conflicts of 

interests and to avoid compromising the independence of our non-executive Directors. 

(c) Participation by Associated Company employees and Directors 

We recognise that Associated Company employees and directors contribute to the growth, 

development and success of our Group. It is therefore important for the well-being and stability of 

our Group that an appropriate means of rewarding these Associated Company employees and 

directors should be available to acknowledge their services and contributions so that our Group will 

continue to receive their support. 

By allowing them to participate in the System Access ESOS, our Company will be able to provide 

such Associated Company employees and directors with an opportunity to share in the success 

and achievements of our Group as well as the performance of our Company through participation 

in the equity of our Company without any direct costs to our Company’s profitability. It is hoped that 

by doing so, we will also strengthen our working relationships with the Associated Company 

employees and directors by inculcating in them a stronger and more lasting sense of identification 

with our Group. However, as their services and contributions cannot be measured in the same way 

as those of Employees and independent and non-executive Directors of the Company and its 

subsidiaries and while it is desired that participation in the System Access ESOS be extended to 

them, any Options that may be offered and granted to any such Associated Company employees 

and directors would be intended as a token of the Company’s appreciation. As such, the offers and 

grants of such Options will comprise less than those that would be offered and granted to 

employees of the Company and its subsidiaries and would be granted on an ad hoc basis as and 

when the Remuneration Committee deems it appropriate. The right to offer and grant such Options 

to the Associated Company employees and directors would be exercised judiciously. 

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None of our Controlling Shareholders or their associates are eligible to participate in the System Access 

ESOS. 

Any Shareholder entitled to participate in the System Access ESOS should abstain from voting at all 

general meetings in respect of any ordinary resolutions relating to the System Access ESOS and should 

not accept nominations as proxies or otherwise for voting at such general meetings in respect of the said 

ordinary resolutions. 

The System Access ESOS complies with the requirements of Chapter 8 of the SGX-ST Listing Manual. 

In-principle approval has been obtained from the SGX-ST for the listing and quotation of the Option 

Shares. Admission to the Official List of the SGX-SESDAQ is not to be taken as an indication of the 

merits of the Options Shares, the System Access ESOS or the Company. The rules of the System 

Access ESOS are set out in Appendix E to this Prospectus. As at the Latest Practicable Date, no Options 

has been granted under the System Access ESOS. Details of, inter alia, the number of Options granted, 

the numbers of Options exercised and the subscription price will be disclosed in our annual report. 

Cost of the System Access ESOS to our Company 

Any Options granted under the System Access ESOS would have a fair value. In the event that such 

Options are granted at prices below the fair value of the Options, there will be a cost to our Company, 

which would materialise only upon the exercise of the relevant Options. 

The cost to our Company of granting Options under the System Access ESOS, including the effect of the 

issue of new Shares upon the exercise of Options on our NTA per Share is accretive if the exercise price 

is above the NTA per Share, but dilutive otherwise. 

It should be noted that any Option granted for Shares in our Company would have a fair value at the time 

of grant. The fair value of an Option is an estimate of the amount that a willing buyer would pay a willing 

seller for the Option on the date of the grant. 

Options are granted under the System Access ESOS at a nominal value of $1.00. Insofar as Options are 

granted at a consideration which is less than their fair value, there will be a cost to us. 

When Options are exercised, the share capital base of our Company and consolidated NTA will increase 

by the proceeds from the exercise of the Options. 

Currently, for financial period that commences before 1 January 2005, the Singapore Financial Reporting 

Standards (“FRS”) do not require companies to account for the cost of the share-based compensations. 

Accordingly, the grant of Options under the System Access ESOS will not result in a direct impact on our 

Company’s profitability, as in contrast with the payment of cash bonuses, no cash outlay would be 

expended by our Company or our Group at the time of the grant of such Options. 

With effect from financial year beginning on or after 1 January 2005, FRS 102-Share-based Payments 

will require listed companies to measure equity-settled share-based payments at fair value at the date of 

grant, which is then expensed off on a straight-line basis over the vesting period. 

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In general, transactions between our Group and any of its interested persons (namely, the Directors, 

Executive Officers or Controlling Shareholders of our Company or the associates of such Directors, 

Executive Officers or Controlling Shareholders) are known as interested person transactions. The 

following discussion sets out the material interested person transactions for the last three financial years 

ended 30 June and up to the Latest Practicable Date based on our Group (post-Share Captial 

Restructuring) with its interested persons accordingly. 

Save as disclosed below, none of our Directors, Executive Officers or Controlling Shareholders and 

associates of any such Director, Executive Officer or Controlling Shareholder was or is interested, direct 

or indirect, in any material transaction undertaken by our Group within the last three financial years 

ended 30 June and the period up to the Latest Practicable Date. 

INTERESTED PERSON TRANSACTIONS 

PAST TRANSACTIONS 

1. Consultancy services provided by Chartman Consultancy Services Ltd (“Chartman”) 

Our Executive Officer, Catherine Ann Hart is the sole director and shareholder of Chartman. We 

had, from time to time, engaged Chartman to, inter alia, manage the administrative operations of 

our Bratislava office. The appointment of Chartman was entered into at arms length and on normal 

commercial terms. The total amount paid to Chartman in respect of its appointment for FY2002 

was $62,869. The appointment has since ceased on June 2002 and we currently do not have any 

intention to engage the services of Chartman in the future. 

2. Consultancy services provided by our Non-Executive Director, Lee Swee Heng 

For the period from July 2003 to July 2004, we had appointed Lee Swee Heng to, inter alia, advise 

us on the pre-sales and project activities to be undertaken in relation to our products and provide 

guidance to our project teams on the customisation requirements of our clients for our project in 

Beijing, the PRC. We had renewed his appointment for a further period of eight months from 1 

January 2004 till 31 August 2004. Pursuant to the terms of his renewed appointment, Lee Swee 

Heng is paid a fee based on the number of man-days incurred by Lee Swee Heng at the rate of 

US$800 per manday. 

Upon the termination of the above aforesaid agreement, we had further appointed Lee Swee Heng 

to, inter alia, advise us on the business development for the North Asian market for a period of 

nine months from 1 September 2004 till 30 June 2005. Pursuant to the terms of this appointment, 

it was agreed that Lee Swee Heng will be paid a monthly fee of $12,000 per month with sales 

commission based on our sales compensation policy which is applicable to all our sales personnel. 

In addition, it was intended that Lee Swee Heng be paid six months of a guaranteed sales 

commission from 1 September 2004 till 28 February 2005 at the rate of $3,000 per month. This 

guaranteed sales commission was to be deducted from the sales commission that he actually 

secures pursuant to this appointment. However, as Mr Lee wished to pursue his interests, this 

appointment was terminated on 15 January 2005. 

The total amounts paid to Lee Swee Heng for the consultancy services provided from the date of 

his appointment in FY2004 and up to 15 January 2005 was $0.5 million. The appointment of Lee 

Swee Heng was entered into at arms length and on normal commercial terms. 

Aside from the appointment of Lee Swee Heng as our Non-Executive Director, we currently do not 

intend to engage the services of Lee Swee Heng in the future. 

3. Prior employment of Loh Kim Yin and consultancy services provided by Loh Kim Yin 

Loh Kim Yin, the sister of our CEO and Controlling Shareholder, Leslie Loh, was appointed as our 

consultant from 15 July 2004 to 10 December 2004. Pursuant to her appointment as consultant, 

she, inter alia, provided consultancy services in connection with the enhancement and design of 

our products and she was paid a fee based on the number of man-days incurred by Loh Kim Yin at 

the rate of $400 per manday. 

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Prior to her appointment as our consultant, Loh Kim Yin was employed as our product manager 

and she has been in our employment since 1989. Her employment with us ceased with effect from 

9 July 2004. The total remuneration paid to Loh Kim Yin pursuant to her employment with us for 

FY2002, FY2003, FY2004 and up to 10 December 2004 were as follows:- 

1 July 2004 till 

10 December 

FY2002 FY2003 FY2004 2004 

Total remuneration paid $81,120 $100,188 $87,672 $74,228 

The employment of Loh Kim Yin was entered into at arms length, on normal commercial terms and 

on terms we generally offer to the other product managers of our Group. The compensation we 

paid to Loh Kim Yin is determined in the same manner as for other product managers of our 

Company. Loh Kim Yin’s apppointment as our consultant was entered into at arms length, on 

normal commercial terms and on terms we generally offer to other consultants of our Group. We 

currently do not intend to engage the services of Ms Loh in the future. 

PRESENT AND ON-GOING TRANSACTIONS 

1. Consultancy Services provided by Techno One Advisors Pte. Ltd. (“Techno One”) 

Our Non-Executive Director, Dr Tang Pen San and his wife, Tan See Lee, each holds 50% of the 

issued and paid up share capital of Techno One and they are the only directors of Techno One. We 

appointed Techno One to, inter alia, manage the entire process of this Invitation pursuant to an 

agreement for advisory services dated 1 March 2004 (“Advisory Agreement”) for the period 

commencing from 1 March 2004 till 31 August 2004 (“Term”). Pursuant to the Advisory Agreement, 

Techno One was paid a monthly fee of $10,000 during this Term. At the end of this period, 

pursuant to an extension of the Advisory Agreement, we further extended the services of Techno 

One from 1 September 2004 until the listing of our Company (“New Term”). During this New Term, 

Techno One will be paid a fixed fee of $24,000. This will be paid to Techno One in three monthly 

instalments of $8,000 each commencing in September 2004. 

The Advisory Agreement was entered into at arms length and on normal commercial terms. Save 

for Dr Tang Pen San’s appointment as our Non-Executive Director, we currently do not intend to 

engage Techno One or Dr Tang to provide any other services to our Group upon the expiry of the 

Term. However, in the event that there is a need for our Group to engage the services of Techno 

One and Dr Tang Pen San, aside from his services as our Non-Executive Director, such 

transactions will be reviewed by our Audit Committee and will entered into in accordance with the 

guidelines set out in Chapter 9 of the SGX-ST Listing Manual, which is briefly described below. 

2. Consultancy services provided by Steven Headland 

Steven Headland, who is the husband of Catherine Ann Hart, our Executive Officer, has provided 

consultancy services to, inter alia, manage the operations of our Bratislava office since November 

2001. The total amounts paid to Steven Headland for the consultancy services he provided to our 

Group for FY2002, FY2003, FY2004 and up to the Latest Practicable Date were as follows:- 

1 July 2004 till 

the Latest 

FY2002 FY2003 FY2004 Practicable Date 

Total amount paid $129,231 $196,314 $140,130 $104,793 

The appointment of Steven Headland was entered into at arms length and on normal commercial 

terms. We intend to continue with the appointment of Steven Headland as our consultant for as 

long as it is beneficial to our Group. After the listing of our Company on the SGX-SESDAQ, any 

renewal of Steven Headland’s appointment and any further appointment for any other matters will 

be reviewed by our Audit Committee and will entered into in accordance with the guidelines set out 

in Chapter 9 of the SGX-ST Listing Manual, which is briefly described below. 

127


Chapter 9 of the SGX-ST Listing Manual 

Under Chapter 9 of the SGX-ST Listing Manual, where a listed company or any of its subsidiaries or 

associated companies over which the listed company has control (other than a subsidiary or associated 

company that is listed on a foreign stock exchange) proposes to enter into a transaction with the listed 

company’s interested persons, shareholders’ approval and/or an immediate announcement is required in 

respect of the transaction if the value of the transaction is equal to or exceeds certain financial threshold. 

In particular, shareholders’ approval is required where the value of such transaction is not below 

$100,000 and is:- 

(i) equal to or more than 5% of the latest audited NTA of the listed company; or 

(ii) equal to or more than 5% of the latest audited NTA, when aggregated with other transactions 

entered into with the same interested person during the same financial year. 

Going forward, based on the net tangible asset of our Company in the audited financial statements of the 

Group at 30 June 2004 of $12.8 million, shareholders approval is required for transactions entered with 

an interested person with an aggregate value of equal or more than $0.6 million. 

Definitions under the SGX-ST Listing Manual 

Under the SGX-ST Listing Manual:- 

(a) the term “interested person” is defined to mean a director, chief executive officer, or Controlling 

Shareholder of the listed company or an associate of any such director, chief executive officer or 

Controlling Shareholder; and 

(b) the term “associate” is defined to mean:- 

(i) in relation to any director, chief executive officer, Substantial Shareholder or Controlling 

Shareholder (being an individual):- 

� his immediate family; 

� the trustee of any trust of which he and his immediate family is a beneficiary or, in the 

case of a discretionary trust, is a discretionary object; and 

� any company in which he and his immediate family (that is, the spouse, child, adopted 

child, step child, sibling or parent) together (directly or indirectly) have an interest of 

30% or more; 

(ii) in relation to a substantial shareholder or a Controlling Shareholder (being a company) 

means any other company which is it subsidiary or holding company or is a subsidiary of 

such holding company or one in the equity of which it and/or such other company or 

companies taken together (directly or indirectly) have an interest of 30% or more. 

Audit Committee’s Review 

In future, all Interested Person Transactions will be documented and submitted periodically to the Audit 

Committee for their review to ensure that such transactions are carried out at arm’s length basis and on 

normal commercial terms. In the event that a member of the Audit Committee is deemed to have an 

interest in the Interested Person Transaction, he will abstain from reviewing that particular transaction. 

The Audit Committee will include the review of the Interested Person Transactions as part of the standard 

procedures during the Audit Committee’s examination of the Group’s internal controls. 

The Board will also ensure that all disclosures and approval requirements for Interested Person 

Transactions, including those required by the prevailing legislation, the SGX-ST listing rules and the 

applicable accounting standards, as the case may be, are complied with. 

128


POTENTIAL CONFLICTS OF INTERESTS 

Save as disclosed in “General Information on Our Group” beginning on page 47 and “Interests of 

Management and Others in Certain Transactions – Interested Person Transactions” beginning on page 

126 of this Prospectus respectively, none of our Directors, Controlling Shareholders or Executive Officers 

or any of their associates has any material interest, direct or indirect, in:- 

(a) any material transactions to which we were or are a party; 

(b) any corporation which carries on the same business or deals in similar products as the existing 

business of our Group; and 

(c) any enterprise or company that is our Group’s customer or supplier of goods or services. 

Infocomm, our Shareholder who will hold 16,972,880 Shares representing 5.3% of our post-Invitation 

Share capital, is an investment fund and is in the business of investing in the IT and telecommunications 

industry. Our Directors, Lee Fook Chiew and Lim Yong Hiang, are employed as the Chief Executive 

Officer and Deputy Director of Infocomm respectively. Infocomm currently does not have any investments 

in any company outside the Group which carries on the same or similar business as the Group 

(“Competing Business”). Infocomm has appointed Lee Fook Chiew and Lim Yong Hiang as its nominee 

directors on the board of its investee companies. Neither Lee Fook Chiew nor Lim Yong Hiang or any of 

their associates currently have any direct or indirect interests in any company outside the Group which 

carries on a Competing Business. Infocomm may invest in companies which carry on a Competing 

Business from time to time. Their investee companies may also decide to carry on a Competing 

Business. 

We believe that any future potential conflicts of interest are addressed as follows:- 

� Our Directors have a duty to disclose their interests in respect of any contract, arrangement, 

proposal, transaction or matter in which they have any personal material interest, or any actual or 

potential conflict of interests (including a conflict of interests that arises from their directorship(s) or 

executive position(s) or personal investment in any other corporation(s) that may involve them. 

Upon such disclosure, such Directors shall not participate in any proceedings of our Board, and 

shall in any event abstain from voting, in respect of any such contract, arrangement, proposal, 

transaction or matter in which the conflict of interests arises, unless and until our Audit Committee 

has determined that no such conflict of interest exists. 

� Our Directors owe fiduciary duties to us, including the duty to act in good faith and in our best 

interests. Our Directors are also subject to a duty of confidentiality that precludes a Director from 

disclosing to any third party (including any of our shareholders or their associates) information that 

is confidential to us. 

� Our Audit Committee will review any conflicts of interest of our Directors disclosed by them to our 

Board and the exercise of Directors’ fiduciary duties in this respect. Upon disclosure of an actual or 

potential conflict of interests by a Director, our Audit Committee will consider whether a conflict of 

interests does in fact exist. A Director who is a member of our Audit Committee will not participate 

in any proceedings of our Audit Committee in relation to the review of a conflict of interests relating 

to him. The review will include an examination of the nature of the conflict and such relevant 

supporting data, as our audit committee may deem reasonably necessary. Until our Audit 

Committee has determined that no conflict of interest exists, such Directors shall not participate in 

any proceedings of our Board, and shall in any event abstain from voting, in respect of any such 

contract, arrangement, proposal, transaction or matter in which the conflict of interests arises. 

� Upon our listing on the SGX-SESDAQ, we will establish and formalise our policies and procedures 

to ensure that our transactions with our Controlling Shareholders and their associates are entered 

into on an arm’s length basis and on commercial terms consistent with our Group’s usual business 

practices and policies. 

129


� Upon our listing on the SGX-SESDAQ, we will be subject to the rules of the SGX-ST Listing 

Manual regarding interested person transactions. The objective of these rules is to ensure that our 

interested person transactions do not prejudice the interests of our shareholders as a whole. 

These rules require us to make prompt announcements, disclosures in our annual report and/or 

seek shareholders’ approval for certain material interested person transactions. Our Audit 

Committee may also have to appoint independent financial advisers to review such interested 

person transactions and opine on whether such transactions are fair and reasonable to us, not 

prejudicial to our interests and the interests of our minority shareholders; 

� Our Audit Committee will review interested person transactions on a periodic basis to ensure 

compliance with our policies and procedures, and with the relevant provisions of the SGX-ST 

Listing Manual. If a member of our Audit Committee has an interest in a transaction, he will abstain 

from participating in the review and approval process of our Audit Committee in relation to that 

transaction. Our Audit Committee will also review the policies and procedures to ensure that they 

are adequate to achieve the objectives of ensuring that our interested person transactions are fair 

and reasonable to us and not prejudicial to our interests and the interests of our minority 

shareholders. 

130

CLEARANCE AND SETTLEMENT 

Upon listing and quotation on the SGX-SESDAQ, our Shares will be traded under the book-entry 

settlement system of CDP, and all dealings in and transactions of our Shares through the SGX-ST will be 

effected in accordance with the terms and conditions for the operation of securities accounts with CDP, 

as amended from time to time. 

Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on behalf of 

persons who maintain, either directly or through depository agents, securities accounts with CDP. 

Persons named as direct securities account holders and depository agents in the depository register 

maintained by CDP, rather than CDP itself, will be treated, under our Bye-Laws and the Companies Act, 

as members of our Company in respect of the number of Shares credited to their respective securities 

accounts. 

Persons holding our Shares in securities account with CDP may withdraw the number of Shares they 

own from the book-entry settlement system in the form of physical share certificates. Such share 

certificates will, however, not be valid for delivery pursuant to trades transacted on the SGX-ST, although 

they will be prima facie evidence of title and may be transferred in accordance with our Articles of 

Association. A fee of $10.00 for each withdrawal of 1,000 Shares or less and a fee of $25.00 for each 

withdrawal of more than 1,000 Shares is payable upon withdrawing our Shares from the book entry 

settlement system and obtaining physical share certificates. In addition, a fee of $2.00 or such other 

amount as our Directors may decide, is payable to the share registrar for each share certificate issued 

and a stamp duty of $10.00 is also payable where our Shares are withdrawn in the name of the person 

withdrawing our Shares or $0.20 per $100.00 or part thereof of the last transacted price where it is 

withdrawn in the name of a third party. Persons holding physical share certificates who wish to trade on 

the SGX-ST must deposit with CDP their share certificates together with the duly executed and stamped 

instruments of transfer in favour of CDP, and have their respective securities accounts credited with the 

number of Shares deposited before they can effect the desired trades. A fee of $20.00 is payable upon 

the deposit of each instrument of transfer with CDP. 

Transactions in our Shares under the book-entry settlement system will be reflected by the seller’s 

securities account be debited with the number of Shares sold and the buyer’s securities account being 

credited with the number of Shares acquired. No transfer of stamp duty is currently payable for our 

Shares that are settled on a book-entry basis. 

A Singapore clearing fee for trades in Shares on the SGX-ST is payable at the rate of 0.05% of the 

transaction value subject to a maximum of $200.00 per transaction. The clearing fee, instrument of 

transfer deposit fee and share withdrawal fee may be subject to Singapore Goods and Services Tax of 

5.00%. 

Dealing in our Shares will be carried out in Singapore dollars and will be effected for settlement on CDP 

on a scriptless basis. Settlement of trades on a normal “ready” basis on the SGX-ST generally takes 

place on the third business day following the transaction date, and payment for the securities is generally 

settled on the following business day. CDP holds securities on behalf of investors in securities accounts. 

An investor may open a direct account with CDP or a sub-account with a CDP depository agent. The 

CDP depository agent may be a member company of the SGX-ST, bank, merchant bank or trust 

company. 

131

GENERAL AND STATUTORY INFORMATION 

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS 

1. The present and past directorships of each of our Directors and Executive Officers held in the last 

five years preceding the date of this Prospectus, excluding that held in our Company are set out 

below:- 

Name Present Directorships Past Directorships 

Leslie Loh Group Companies Group Companies 

SA (Malaysia) 

SA (Philippines) 

SA (Americas) 

SA (Europe) 

SA (Thailand) 

Nil 

Other Companies Other Companies 

iAsia Alliance Capital Pte Ltd Access Holdings Pte. Ltd. 

NextView Pte Ltd China Capital Pte Ltd (1) 

NextView Sdn Bhd iAsia Alliance Capital Ltd 

Project Orbit Limited 

Secure Access Pte. Ltd. 

NeuVantage Pte. Ltd. 

Chang Yeh Hong Group Companies Group Companies 

Nil Nil 


Jackspeed Corporation Limited Access Holdings Pte. Ltd. 

Nordic Corporation Pte. Ltd. Avitools International Pte. Ltd. 

Berg Aciapac Automation Pte. Ltd. Ink Studio Pte. Ltd. 

Nordic Flow Control Pte. Ltd. Technics Group Holdings Limited 

Avitools (Suzhou) Co., Ltd 

Avitools (S) Pte Ltd 

Technics Offshore Engineering Pte Ltd 

Tang Pen San Group Companies Group Companies 

Nil Nil 


SNF Corporation Ltd. Access Holdings Pte. Ltd. 

Techno One Advisors Pte. Ltd. Advance Electronics Supply Co Ltd 

Techno One Advisors Sdn Bhd Advance Flextech Co Ltd 

Techno One Asset Management Pte Ltd Apogee Test Pte Ltd 

Appraisal Technology Ltd 

American (Hong Kong) Ltd 

ASTI Holdings Limited 

CorpServe Pte Ltd 

Cybersource Pte Ltd 

Electec Inc 

Electec Pte Ltd 

Eurocean Pte Ltd 

eWeb Catalyst Inc 

FE Global Malaysia Sdn Bhd 

FE Global (Thailand) Co Ltd 

FE Global Electronics Pte Ltd 

FE Investment Holding Pte Ltd 

First Internet Asia Pte Ltd 

First Internet Media Corporation 

Flexera Pte Ltd 

Flextech Holdings Limited. 

Flextech Electronics Pte Ltd 

132



Lee Swee Heng Group Companies Group Companies 

SA (Malaysia) 

SA (Thailand) 

Nil 

FMW Works Inc 

Global Distributions & Services Limited 

Himake International Pte Ltd 

Himake Electronics Co, Ltd (Taiwan) 

Indigita Corp 

Infoworks Pte Ltd 

Institute of Materials Research and 

Engineering 

Logicom Holdings Inc 

Media Plus (M) Sdn Bhd 

Prosper Advance Communications Co. Ltd 

(HK) 

Prosper Advance Communications Co. Ltd 

(Taiwan) 

Radcityasia Pte Ltd 

Radcityasia Sdn Bhd 

Reel Service Limited 

SCM Solutions Pte Ltd 

SCM Solutions (M) Sdn Bhd 

SCM Solutions Phils Corp 

Semiconductor Technologies & 

Instruments Pte Ltd 

Semiconductor Technologies & 

Instruments, Inc. 

Spire Technologies (Taiwan) Ltd 

Spire Technologies Pte Ltd 

Telford Industries Pte Ltd 

Tetramas Sdn Bhd 

Vertex Test Inc. 

Webline Sdn Bhd 

Xiamen Himake Technology Co. 

Xposquare.com Pte Ltd 


Neuvantage Pte. Ltd. Access Holdings Pte. Ltd. 

Project Orbit Limited 

Lee Fook Chiew Group Companies Group Companies 

Nil Nil 


Infotech Ventures Ltd Access Holdings Pte. Ltd. 

Sensecurity Pte Ltd Golden Harvest Investment Holdings Pte. 

Ltd. 

HL Sensecurity Pte. Ltd. 

SembCorp Gas Pte Ltd 

SembCorp Cogen Pte Ltd 

Regional Equipment Leasing Pte Ltd 

Lim Yong Hiang Group Companies Group Companies 

Nil Nil 


TeleTech Park Pte Ltd Beans Fusion Pte Ltd 

133



Jen Shek Voon Group Companies Group Companies 

Nil Nil 


Asia Cable Holdings Pte. Ltd. Ernst & Young Consultants Pte Ltd (now 

Asia Environment Holdings Ltd. known as Cap Gemini Ernst & Young 

Asia Silk Holdings Limited Singapore Consultants Pte Ltd) 

Dragon Land Limited Cue S.E. Asia Pte Ltd 

Dr Yeoh Swee Choo Pte Ltd Oriental Environment Pte. Ltd. 

Japan Land Limited (previously known ElectroTech Investments Limited 

as Japan Asia Limited) 

Japan Asia Holdings Limited 

(previously known as Japan Asia 

Securities Group Limited) 

Jeneration Consultants Pte Ltd 

Junma Tyre Cord Company Limited 

King’s Safetywear Limited 

Odfjell Asia Pte Ltd 

Odfjell Asia II Pte Ltd 

Odfjell Asia III Pte. Ltd. 

Suiwah Corporation Bhd 

Sirius Capital Holdings Pte. Ltd. 

Catherine Ann Hart Group Companies Group Companies 

SA (Slovakia) Nil 


Chartman Consultancy Services Ltd Nil 

Toh Joo Peng Group Companies Group Companies 

SA (America) 

SA (Europe) 

SA (Geneva) 

Nil 


Joo Metal Pte Ltd Nil 

Note: 

(1) Please see paragraph 3 of “General and Statutory Information” on page 134 of this Prospectus for more details. 

2. Save for the present directorships of Catherine Ann Hart and Toh Joo Peng described above, none 

of our other Executive Officers has any present and past directorships over the last five years. 

3. Save as disclosed below, none of our Directors, Executive Officers and Controlling Shareholders:- 

(a) has at any time during the last 10 years, had a petition under any bankruptcy laws of any 

jurisdiction filed against him or against a partnership of which he was a partner; 

(b) has at any time during the last 10 years, had a petition under any law of any jurisdiction filed 

against a corporation of which he was a director or key executive for the winding up of that 

corporation on the ground of insolvency; 

(c) has any unsatisfied judgment against him; 

134


(d) has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or 

dishonesty which is punishable with imprisonment for three months or more, or has been the 

subject of any criminal proceedings (including any pending criminal proceedings which he is 

aware of) for such purpose; 

(e) has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of 

any law or regulatory requirement that relates to the securities or futures industry in 

Singapore or elsewhere, or been the subject of any criminal proceedings (including any 

pending criminal proceedings which he is aware of) for such breach; 

(f) has at any time during the last 10 years, had judgment entered against him in any civil 

proceedings in Singapore or elsewhere involving a breach of any law or regulatory 

requirement that relates to the securities or futures industry in Singapore or elsewhere, or a 

finding of fraud, misrepresentation or dishonesty on his part, or has he been the subject of 

any civil proceedings (including any pending civil proceedings which he is aware of) 

involving an allegation of fraud, misrepresentation or dishonesty on his part; 

(g) has ever been convicted in Singapore or elsewhere of any offence in connection with the 

formation or management of any corporation; 

(h) has ever been disqualified from acting as a director of any corporation, or from taking part 

directly or indirectly in the management of any corporation; 

(i) has ever been the subject of any order, judgment or ruling of any court, tribunal or 

governmental body, permanently or temporarily enjoining him from engaging in any type of 

business practice or activity; 

(j) has ever, to his knowledge, been concerned with the management or conduct, in Singapore 

or elsewhere, of the affairs of:- 

(i) any corporation which has been investigated for a breach of any law or regulatory 

requirement governing corporations in Singapore or elsewhere; or 

(ii) any corporation or partnership which has been investigated for a breach of any law or 

regulatory requirement that relates to the securities or futures industry in Singapore or 

elsewhere, 

in connection with any matter occurring or arising during the period when he was so 

concerned with the corporation or partnership. 

Our CEO and Controlling Shareholder, Leslie Loh, was a shareholder and non-executive director 

of China Capital Pte Ltd (“China Capital”), a private company limited by shares incorporated in 

Singapore. The only other director of China Capital, Joey Wong @ Elene Fong was disqualified to 

act as a director with effect from 23 Sept 1997 and she is not related to Leslie Loh. China Capital 

is in the business of providing business management and consultancy services. Prior to its winding 

up, China Capital had an issued and paid-up capital of $250,000 comprising 250,000 ordinary 

shares of $1.00 each, of which Leslie Loh held 50,000 ordinary shares of $1.00 each. China 

Capital had accumulated losses in its business and was subsequently wound up in 2002 pursuant 

to compulsory winding up proceedings instituted by Leslie Loh in 1998 in respect of debts due and 

owing by China Capital to him. 

4. The compensation paid to our Directors and Executive Officers in FY2004 was approximately $1.3 

million. The estimated compensation payable to our Directors and Executive Officers in FY2005 

under the arrangements in force at the date of this Prospectus, including the Service Agreement 

referred to on page beginning on 119 of this Prospectus (other than the estimated amount of 

performance bonus to be paid), is approximately $1.4 million. 

135


5. Save as disclosed in “General Information on Our Group - Shareholders” beginning on page 49 of 

this Prospectus, none of our Directors and Executive Officers is related by blood or marriage to 

one another nor are they so related to any of our Substantial Shareholders. 

6. Save as disclosed in “General Information on Our Group - Shareholders” beginning on page 49 of 

this Prospectus, none of our Directors and Executive Officers was appointed pursuant to an 

arrangement or understanding with any of our Substantial Shareholders, customers or suppliers. 

7. No option to subscribe for shares in, or debentures of, our Company or our subsidiaries has been 

granted to, or was exercised by, any Director or Executive Officer within the two financial years 

preceding the date of this Prospectus. 

8. Save as disclosed in “Directors, Management and Staff – Summary of the System Access Share 

Option Scheme” beginning on page 121 of this Prospectus, no person has been, or is entitled to 

be, given an option to subscribe for any shares in or debentures of our Company or any of our 

subsidiaries. 

9. Save for the Service Agreement between our Company and Leslie Loh disclosed on page 

beginning on 119 of this Prospectus and save as disclosed in “Interest of Management and Others 

in Certain Transactions – Interested Person Transactions” beginning on page 126 of this 

Prospectus, there are no existing or proposed service contracts between our Directors or 

Executive Officers and our Company or any of our subsidiaries. 

10. Save as disclosed under the “Interest of Management and Others in Certain Transactions – 

Interested Person Transactions” beginning on page 126 of this Prospectus, none of our Directors 

has any interest in any existing contract or arrangement, which is significant in relation to the 

business of our Group taken as a whole. 

11. None of our Directors, Substantial Shareholders or Executive Officers has any interest, direct or 

indirect, in any company carrying on the same business as our Group or dealing in similar 

products as our Group. 

12. There is no shareholding qualification for our Directors in our Articles of Association. 

13. Save as disclosed under the “Interest of Management and Others in Certain Transactions – 

Interested Person Transactions” beginning on page 126 of this Prospectus, no sum or benefit has 

been paid or is agreed to be paid to any Director or expert, or to any firm in which such Director or 

expert is a partner or any corporation in which such Director or expert holds shares or debentures, 

in cash or in shares or otherwise, by any person to induce him to become, or qualify him as, a 

Director, or otherwise for services rendered by him or by such firm or corporation in connection 

with the promotion or formation of our Company. 

14. The interests of our Directors and Substantial Shareholders in our Shares as at the Latest 

Practicable Date are set out on page 53 of this Prospectus. 

SHARE CAPITAL 

15. As at the date of this Prospectus, there is only one class of shares in the capital of our Company. 

The rights and privileges attached to our Shares are stated in our Articles of Association. Save for 

the Option Shares, there are no founder, management, deferred or unissued shares reserved for 

any purpose. Our Substantial Shareholders are not entitled to any different voting rights from other 

Shareholders. 

136


16. The changes in the issued and paid-up share capital of our Company and our subsidiaries within 

the three years preceding the date of this Prospectus are set out as follows: 

Number of 

Shares Issued/ 

Increase in Purpose of Resultant 

Date of Registered Issue/ Issued Share 

Issue Capital Issue Price Consideration Capital 

System Access 10 Feb 2004 26,729,514 $1 at par Capitalisation of $27,078,896 

amount due to 

POL pursuant to 

the Share Capital 

Restructuring 

System Access 25 Apr 2002 2 CHF 20,000 Incorporation CHF 20,000 

(Suisse) Sarl 

17. Save as disclosed in “General Information of Our Group - Shareholders” beginning on page 49 of 

this Prospectus, our Company is not directly or indirectly owned or controlled by another 

corporation, any government or other natural or legal person whether severally or jointly. 

18. As at the date of this Prospectus, to the best of the knowledge of our Directors, our Directors are 

not aware of any arrangements, the operation of which may at a subsequent date result in the 

change in the control of our Company. 

19. As at the date of this Prospectus, to the best of the knowledge and belief of our Directors, our 

Directors are not aware of, nor have they received any indications of, public take-over offers by 

third parties in respect of our Shares during the last and current financial year. 

20. Save as disclosed in “General Information on Our Group” beginning on page 47 of this Prospectus 

and in paragraph 16 above, there were no changes in the issued and paid-up share capital or 

registered capital (as the case may be) of our Company or our subsidiaries within the three years 

preceding the date of this Prospectus. 

21. Save as disclosed in “General Information on our Group” beginning on page 47 of this Prospectus 

and in paragraph 16 above, no shares or debentures were issued or agreed to be issued by our 

Company or our subsidiaries for cash or for a consideration other than cash during the last three 

years preceding the date of this Prospectus. 

22. There are no shares in the Company that are held by or on behalf of our Company or by 

subsidiaries of the Company. 

MEMORANDUM AND ARTICLES OF ASSOCIATION 

23. (a) Our Company is registered in Singapore with the Registrar of Companies and Businesses, 

and our Company’s registration number is 198304837E. Our objects can be found in Clause 

3 of our Memorandum of Association which is available for inspection at our registered office 

in accordance with paragraph 47 below. 

(b) An extract of our Articles of Association providing for, inter alia, transferability of shares, 

directors’ voting rights, borrowing powers of directors and dividend rights are set out in 

Appendix D of this Prospectus. The Articles of Association of our Company is available for 

inspection at our registered office in accordance with paragraph 47 below. 

137


BANK BORROWINGS AND WORKING CAPITAL 

24. Save as disclosed in “Capitalisation and Indebtedness” beginning on page 44 of this Prospectus 

and in the Auditors’ Report in Appendix A of this Prospectus, we have no other borrowings or 

indebtedness in the nature of borrowings including bank overdrafts and liabilities under 

acceptances (other than normal trading bills) or acceptances credits, mortgages, charges, hire 

purchase commitments, guarantees or other material contingent liabilities as at the Latest 

Practicable Date. 

25. In the opinion of our Directors, there are no minimum amounts which must be raised by the issue 

of the New Shares. 

26. Our Directors are of the opinion that, after taking into account internal resources and amounts 

available under our existing banking facilities, our Group has adequate working capital to meet our 

present requirements. 

MATERIAL CONTRACTS 

27. The following contracts, not being contracts entered into in the ordinary course of business of our 

Company and our subsidiaries (as the case may be), have been entered into by our Company and 

our subsidiaries (as the case may be) within the two years preceding the date of this Prospectus 

and are or may be material:- 

(a) The agreement for advisory services dated 1 March 2004 between our Company and 

Techno One Advisors Pte Ltd described in “Interest of Management and Others in Certain 

Transactions – Interested Person Transactions” on page 127 of this Prospectus. 

(b) Agreement relating to divestment of investment and the sale and purchase of shares in 

Beans Fusion Pte Ltd dated 29 March 2004 made between, inter alia, our Company and the 

existing shareholders of Beans Fusion Pte Ltd pursuant to which our Company agreed to 

sell its entire shareholding of 100,000 ordinary shares of $0.10 each in the capital of Beans 

Fusion Pte Ltd for a nominal consideration of $1.00 for all the shares. 

(c) Service Agreement dated 1 July 2004 entered into between our Company and Leslie Loh. 

(d) The Management and Underwriting Agreement dated 31 May 2005 made between our 

Company and HL Bank referred to in paragraph 29 below. 

(e) Placement Agreement dated 31 May 2005 made between our Company and HL Bank 

referred to in paragraph 29 below. 

(f) The Depository Agreement dated 30 May 2005 made between our Company and CDP 

pursuant to which CDP agreed to act as central depository for the Company’s securities for 

trades in the securities of the Company through the SGX-ST. 

LITIGATION 

28. Save as disclosed below, neither our Company nor any of our subsidiaries is engaged in any legal 

or arbitration proceedings either as plaintiff or defendant in respect of any claims or amounts which 

may have or have had during the previous 12 months a significant effect on our Group’s financial 

position. Our Directors have no knowledge and are not aware of any proceedings, litigation or 

claim of material importance which are pending or threatened against our Company or any of our 

subsidiaries or of any facts likely to give rise to any such litigation, arbitration or claim. Our 

Directors are also not aware of any legal or arbitration proceedings involving third parties which 

may have or have had in the past 12 months any material adverse effects on the financial position 

or profitability of our Group. 

138


SA (Europe) entered into a sub-contract dated 11 January 1998 (the “Sub-contract”) with Bull 

Information Systems Limited in relation to an IT project for the provision of a new banking system 

by Bull Information Systems Limited to Bank Petrovskiy, St. Petersburg (now called MDM Bank St. 

Petersburg) (“MDM Bank”). Bull Information Systems Limited subsequently purported to assign this 

contract to Bull S.A. (“Bull”). The value of the Sub-contract between Bull and SA (Europe) is 

approximately US$3.3 million (“Contract Value”). SA (Europe) also entered into a sub-sub-contract 

with a Russian company, for the provision of various services in relation to the project (the “Subsub-contract”). 

In 2001, due to its dissatisfaction with with the progress of the project, MDM Bank 

terminated its contract with Bull and MDM Bank then commenced arbitration proceedings against 

Bull (to which SA (Europe) was not a party nor involved in any way). In May 2003, an arbitration 

award had been made as between MDM Bank and Bull (the details of which are confidential). 

There is ambiguity as to whether Russian or English law applies to the Sub-contract and Sub-subcontract. 

If Russian law applied, the limitation period for the last of any possible claims under either 

of the contract would probably expire during 2004. If English law applied, the limitation period for 

the last of the claims would probably expire in 2007. 

To date, Bull has not commenced or taken any steps to commence arbitration proceedings against 

SA (Europe) in relation to the project. Further, SA (Europe) has not commenced arbitration 

proceedings against the Russian company. Any arbitration proceedings by Bull against SA 

(Europe) may arise if SA (Europe) had breached the conditions of the Sub-contract and Bull is 

able to prove that such a breach, if any, has caused or contributed to the dispute between Bull and 

MDM Bank. In any case, should proceedings be commenced, it is not possible, currently, to 

estimate the amount of any award against SA (Europe) in favour of Bull, since this will depend, 

inter alia, on (a) the nature of the claim made by Bull; and (b) the decision of the arbitral tribunal 

after considering the case. Accordingly, it would be difficult to gauge the materiality of any such 

potential claims to our Group. Our Directors are of the view that, barring any unforeseen 

circumstances, our viability will not be materially affected even if Bull should claim the full Contract 

Value. Our Directors are also of the view that proceedings by Bull against SA (Europe) is remote 

because (a) they are not aware of any reason why or circumstances which may result in Bull suing 

SA (Europe) pursuant to the Sub-contract; (b) they are not aware of any intimation or assertion 

from Bull that it intends to make such a claim; (c) since May 2003 to the present, Bull has not 

commenced any arbitration proceedings against SA (Europe); and (d) Bull had paid substantially 

all of SA (Europe)’s billings for services rendered to Bull. Out of the US$1.8 million of contract sum 

payable by Bull for services rendered pursuant to the Sub-contract, the sum of US$1.7 million had 

been paid by Bull to SA (Europe) by October 2000 and the balance of $0.1 million has been 

written off as bad debts in FY2003 against provisions made in prior years. 

MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS 

29. (a) Pursuant to the management and underwriting agreement dated 31 May 2005 

(“Management and Underwriting Agreement”), the Company appointed HL Bank to manage 

the Invitation and underwrite the Offer Shares for a commission of 3.25% of the Issue Price 

for each Offer Share, payable by our Company. In the event of under-subscription, HL Bank 

will be committed to take and to pay for all the unsubscribed Offer Shares. However, HL 

Bank may, at its absolute discretion, appoint one or more sub-underwriters for the Offer 

Shares. 

HL Bank will receive a management fee from our Company for its services rendered in 

connection with the Invitation. 

(b) Pursuant to the placement agreement (the “Placement Agreement”) dated 31 May 2005, HL 

Bank agreed to subscribe or procure subscriptions for the Placement Shares for a 

placement commission of 3.5% of the Issue Price for each Placement Share, payable by our 

Company. In the event of under-subscription, HL Bank will be committed to take and to pay 

for all the unsubscribed Placement Shares. However, HL Bank may, at its absolute 

discretion, appoint one or more sub-placement agents for the Placement Shares. 

139


(c) Brokerage will be paid by our Company to members of the SGX-ST, merchant banks and 

members of the Association of Banks in Singapore in respect of accepted applications made 

on Application Forms bearing their respective stamps, or to Participating Banks in respect of 

successful applications made through Electronic Applications at the ATMs of the relevant 

Participating Banks, at the rate of 0.25% of the Issue Price for each New Share. 

(d) Subscribers of Placement Shares (excluding Reserve Shares) may be required to pay a 

placement commission of up to 1.0% of the Issue Price to the Placement Agent. 

(e) Save as aforesaid, no commission, discount, or brokerage, has been paid or other special 

terms granted within the two years preceding the date of this Prospectus or is payable to 

any Director, promoter, expert, proposed Director or any other person for subscribing or 

agreeing to subscribe or procuring or agreeing to procure subscriptions for any Shares in, or 

debentures of, our Company. 

(f) The Management and Underwriting Agreement may be terminated by the Underwriter at any 

time on or before the closing of the Application List on the occurrence of certain events 

including:- 

(i) the issue of a stop order by the Authority in accordance with Section 242 of the 

Securities and Futures Act; or 

(ii) if the Company fails and/or neglects to lodge a supplemental or replacement 

prospectus (as the case may be), if so required in accordance with Section 241 of the 

Securities and Futures Act; or 

(iii) any occurrence of war or warlike operations (whether declared or not), invasion, 

hostilities, insurrection or armed conflict in the Middle East or elsewhere; or 

(iv) any acts of terrorism (which means the use of violence for political ends and includes 

any use of violence for the purposes of putting the public or any section of the public 

in fear) committed by a person or persons acting on behalf of or in connection with 

any organisation; or 

(v) any adverse change or crisis or any development involving a prospective adverse 

change or crisis in national or international political, financial, monetary or economic 

conditions (including but without limiting to conditions in the stock market, foreign 

exchange market, conditions with respect to interest rates and foreign exchange 

controls, in Singapore or any other jurisdiction) or any occurence of a combination of 

any such changes or development or crisis, or deterioration of any such conditions; or 

(vi) any change or introduction, or any prospective change or introduction of any 

legislation, regulation, policy, directive, order, guideline, request or interpretation or 

application thereof, by any government body in Singapore or elsewhere, the 

Securities Industry Council of Singapore, the SGX-ST or the Authority, whether or not 

having the force of law, 

which, in the reasonable opinion of HL Bank have or is likely to result in certain events 

including:- 

- a material adverse effects on the conditions in the stock market in Singapore and/or 

overseas; or 

- make it impracticable, inadvisable, inexpedient or commercially unavailable to proceed 

with any of the transactions contemplated in the Management and Underwriting 

Agreement; or 

140


- an adverse and material effect on the business, trading position, operations or 

prospects of our Company; or 

- be such that no reasonable underwriter would have entered into the Management and 

Underwriting Agreement; or 

- make it uncommercial or otherwise contrary to or outside the usual commercial 

customs or practices of underwriters in Singapore for HL Bank to observe or perform 

or be obliged to observe or perform the terms of the Management and Underwriting 

Agreement or the Invitation; or 

- the success of the Invitation being materially prejudiced. 

(g) In the event that the Management and Underwriting Agreement is terminated, our Company 

reserves the right, at its absolute discretion, to cancel the Invitation. 

(h) The Placement Agreement is conditional upon the Management and Underwriting 

Agreement not having been terminated or rescinded pursuant to the provisions of the 

Management and Underwriting Agreement. 

(i) Save as disclosed above and in the reasonable opinion of our Directors, we do not have any 

material relationship with any of the Lead Manager or the Underwriter and Placement Agent. 

(j) We are not aware of any person who intends to subscribe for more than 5% of the Invitation 

Shares. 

MISCELLANEOUS 

30. The nature of the business of our Company and our subsidiaries is stated on page 59 of this 

Prospectus. At the date of this Prospectus, all the corporations which are, by virtue of Section 6 of 

the Act, deemed to be related to our Company, are set out in the Auditors’ Report on Appendix A 

of this Prospectus. 

31. The time of opening of the Application List is set out on page 20 of this Prospectus. 

32. The amount payable on application is $0.20 for each New Share. Save as disclosed in paragraph 

16 above and in “General Information on Our Group - Share Capital” beginning on page 47 of this 

Prospectus, there has been no previous issue of Shares by our Company or offer for sale of its 

Shares to the public within the two years preceding the date of this Prospectus. 

33. Application moneys received by our Company in respect of all successful applications (including 

successfully balloted applications which are subsequently rejected) will be placed in a separate 

non-interest bearing account with HL Bank (the “Receiving Bank”). There is no sharing 

arrangement between the Receiving Bank and our Company in respect of interest or revenue or 

any other benefit in respect of the deployment of application moneys in the inter-bank moneys 

market, if any. Any refund of the application monies to unsuccessful or partially successful 

applicants will be made without any interest or share of such revenue or other benefit arising 

therefrom. 

34. No expert is employed on a contingent basis by our Company or any of our subsidiaries, has a 

material interest, whether direct or indirect, in the shares of our Company or our subsidiaries, or 

has a material economic interest, whether direct or indirect, in our Company, including an interest 

in the success of an Offer. 

141


35. No property has been purchased or acquired or proposed to be purchased or acquired by our 

Group which is to be paid for, wholly or partly, out of the proceeds of the Invitation or the purchase 

or acquisition of which has not been completed at the date of this Prospectus, other than property 

the contract for the purchase or acquisition whereof was entered into in the ordinary course of 

business of our Company or our subsidiaries, such contract not being made in contemplation of 

the Invitation nor the Invitation in consequence of the contract. 

36. The estimated amount of the expenses in connection with the Invitation is approximately $1.9 million, 

including the underwriting commission, placement commission, brokerage, management, audit and 

legal fees, advertising and printing expenses, as well as fees payable to the SGX-ST and the 

Authority. All these will be borne by the Company. A breakdown of these estimated expenses is as 

follows:- 

$’000 

Listing fees 10 

Professional fees 1,049 

Underwriting commission, placement commission and brokerage 343 

Miscellaneous expenses 460 

Total estimated expenses 1,862 

37. Save as disclosed in “General Information on our Group - Share Capital Restructuring” beginning 

on page 55 of this Prospectus and in “Interest of Management and Others in Certain Transactions 

- Interested Person Transactions” beginning on page 126 of this Prospectus, no amount of cash or 

securities or benefit has been paid or given to any promoter within the two years preceding the 

date of this Prospectus or is proposed or intended to be paid or given to any promoter at any time. 

38. Save as disclosed in “Risk Factors” beginning on page 29 of this Prospectus, our Directors are not 

aware of any relevant material information, including trading factors or risks not mentioned 

elsewhere in this Prospectus, which is unlikely to be known or anticipated by the general public 

and which could materially affect the profits of our Company or our subsidiaries or of any event 

which occurred since 30 June 2004 which may have a material effect on the financial information 

provided under the Auditors’ Report. 

39. Save as disclosed in “Risk Factors”, “Management’s Discussion and Analysis of Results of 

Operations and Financial Position”, “Capitalisation and Indebtedness” and “Prospects, Business 

Stategies and Future Plans” beginning on pages 29, 89, 44 and 108 of this Prospectus 

respectively, the financial condition and operations of our Group are not likely to be affected by any 

of the following:- 

(a) known trends or known demands, commitments, events or uncertainties that will result in or 

are reasonably likely to result in our Group’s liquidity increasing or decreasing in any 

material way; 

(b) material commitments for capital expenditures; 

(c) unusual or infrequent events or transactions or any significant economic changes that will 

materially affect the amount of reported income from operations; and 

(d) known trends or uncertainties that have had or that the Group reasonably expects to have a 

material favourable or unfavourable impact on revenues or operating income. 

40. This Prospectus is dated 31 May 2005. No shares will be allotted and issued on the basis of this 

Prospectus later than six months after the date of this Prospectus. 

142


41. Our Directors currently have no intention of changing the auditors of the various companies in our 

Group after the listing of our Company on SGX-SESDAQ. 

Details including the name, address and professional qualifications (including membership in a 

professional body, if any) of the auditors of our Company for the three most recent completed 

financial years from FY2002 and FY2004 are as follows:- 

Partner-in-charge/ Membership in 

Period Name and address Professional Qualification/ Professional Body 

FY2002 to FY2004 Ernst & Young Christopher Wong Mun Yick Institute of Certified 

10 Collyer Quay #21-01 Certified Public Accountant Public Accountants of 

Ocean Building Singapore 


42. Save as disclosed in “General Information on Our Group – Share Capital Restructuring” beginning 

on page 47 of this Prospectus and in “Interest of Management and Others in Certain Transactions 

- Interested Person Transactions” beginning on page 126 of this Prospectus, no Director or expert 

is interested, directly or indirectly, in the promotion of, or in any assets acquired or disposed of by, 

or leased to, our Company or any of our subsidiaries within the two years preceding the date of 

this Prospectus, or in any proposal for such acquisition or disposal or lease as aforesaid. 

CONSENTS 

43. The Auditors and Reporting Accountants have given and have not withdrawn their written consent 

to the issue of this Prospectus with the inclusion of their Auditors’ Report, their name in the form 

and context in which they are included in this Prospectus and references thereto in the form and 

context in which they appear in this Prospectus and to act in such capacities in relation to this 

Prospectus. 

44. The legal advisor to the Company on Thai law, Seri Manop & Doyle Ltd., has given and has not 

withdrawn its written consent to the issue of this Prospectus with the inclusion of its name in the 

form and context in which it is included in this Prospectus and references thereto in the form and 

context in which they appear in this Prospectus and to act in such capacities in relation to this 

Prospectus. 

45. Each of the Manager, Underwriter and Placement Agent, Solicitors to the Invitation, the Share 

Registrar, the Principal Sub-Placement Agent, the Receiving Bank and the Principal Banker do not 

make or purport to make any statement in the Prospectus or any statement upon which a 

statement in this Prospectus is based and, to the maximum extent permitted by law, expressly 

disclaim and take no responsibility for any liability to any person which is based on, or arises out 

of, the statements, information or opinions in this Prospectus. 

RESPONSIBILITY STATEMENT BY OUR DIRECTORS 

46. This Prospectus has been seen and approved by our Directors and they collectively and 

individually accept full responsibility for the accuracy of the information given in this Prospectus 

and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, 

the facts stated and the opinions expressed in this Prospectus are fair and accurate in all material 

respects as at the date of this Prospectus and that there are no other material facts the omission 

of which would make any statements herein misleading, and that this Prospectus constitutes full 

and true disclosure of all material facts about the Invitation and our Group. 

143


DOCUMENTS AVAILABLE FOR INSPECTION 

47. Copies of the following documents may be inspected at the registered office of our Company at 8 

Temasek Boulevard #28-00 Suntec Tower Three Singapore 038988 during normal business hours 

for a period of six months from the date of this Prospectus:- 

(a) the Memorandum and Articles of Association of our Company; 

(b) the Auditors’ Report and Audited Financial Statements for the years ended 30 June 2002, 

2003 and 2004 as set out in Appendix A of this Prospectus; 

(c) the material contracts referred to on page 138 of this Prospectus; 

(d) the letters of consent referred to on paragraphs 43 and 44 on page 143 of this Prospectus; 

and 

(e) the Service Agreement referred to on pages 119 to 120 of this Prospectus. 

144

APPENDIX A : AUDITORS’ REPORT AND AUDITED FINANCIAL STATEMENTS 

FOR THE YEARS ENDED 30 JUNE 2002, 2003 AND 2004 

31 May 2005 

The Board of Directors 


8 Temasek Boulevard 

#28-00 Suntec Tower Three 


Dear Sirs: 

Auditors’ Report 

We have audited the accompanying consolidated financial statements of System Access Limited (“the 

Company”) and its subsidiary companies (the “Group”) set out on pages A-2 to A-27 for the years ended 

30 June 2002, 2003 and 2004. These financial statements are the responsibility of the Company’s 

Directors. Our responsibility is to express an opinion on these financial statements based on our audits. 

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 disclosures 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 consolidated financial statements of the Group present fairly, in all material respects, 

the consolidated financial positions of the Group as at 30 June 2002, 2003 and 2004 and the 

consolidated results of operations, changes in equity and cash flows for each of the years ended 30 June 

2002, 2003 and 2004 in accordance with Singapore Financial Reporting Standards. 

This report has been prepared for inclusion in the Prospectus dated 31 May 2005 in connection with the 

Invitation to subscribe for 49,000,000 ordinary shares of $0.05 each comprising : 

(a) 4,000,000 Offer Shares at $0.20 for each Offer Share by way of public offer; and 

(b) 45,000,000 Placement Shares by way of placement, comprising : 

(i) 42,000,000 Placement Shares at $0.20 for each Placement Share; 

(ii) 3,000,000 Reserve Shares at $0.20 for each Reserve Share, 

payable in full on application. 

No audited consolidated financial statements of the Group have been prepared for any period 

subsequent to 30 June 2004. 

Yours faithfully, 

ERNST & YOUNG 

Certified Public Accountants 

Singapore 

Christopher Wong Mun Yick 

Partner-in-Charge 

A-1



Consolidated Profit and Loss Accounts for the years ended 30 June 2002, 2003 and 2004 

(In Singapore dollars) 

Note 2002 2003 2004 

$’000 $’000 $’000 

Revenues 4 50,476 33,732 32,750 

Cost of revenues (19,767) (15,445) (11,288) 

Gross profit 30,709 18,287 21,462 

Sales and marketing expenses (12,360) (9,034) (5,481) 

Research and development expenses (7,166) (8,460) (5,006) 

General and administrative expenses (6,416) (6,395) (3,753) 

Operating profit/(loss) 5 4,767 (5,602) 7,222 

Finance costs 6 (8) (8) (4) 

Other income 7 741 208 110 


Income tax 8 585 (69) (708) 


(cents) (cents) (cents) 

Basic and diluted earnings per share 9 174.2 156.6 5.8 

Pro forma basic and diluted earnings per share 9 2.2 (2.0) 2.4 

The accompanying notes form an integral part of the financial statements. 

A-2



Consolidated Balance Sheets as at 30 June 2002, 2003 and 2004 


Note 2002 2003 2004 

$’000 $’000 $’000 


Property, plant and equipment 10 1,732 1,111 779 

Software development costs 11 – – 2,608 

Other investment 12 10 10 – 

Deferred tax assets 8 1,532 1,652 1,813 


Trade and other debtors 13 32,273 9,779 13,397 

Cash and bank balances 14 1,751 3,033 5,116 

34,024 12,812 18,513 


Trade and other creditors 15 13,980 9,462 7,454 

Provisions 16 1,207 – – 

Amounts due to bankers 17 11 9 – 

Tax payable 1,023 120 825 

16,221 9,591 8,279 



Amount due to former holding company 18 (32,986) (23,911) – 

Amounts due to bankers 17 (12) (3) – 

Deferred tax liabilities 8 (50) – – 

Hire purchase creditors 19 (16) – – 

Net (liabilities)/assets (11,987) (17,920) 15,434 

Equity 

Share capital 20 349 349 13,540 

Share premium 22,635 22,635 3,316 

Accumulated losses (34,742) (40,213) (735) 

Exchange translation reserve (229) (691) (687) 


A-3 

(11,987) (17,920) 15,434



Consolidated Statements of Changes in Shareholders’ Equity 

for the years ended 30 June 2002, 2003 and 2004 


Exchange 

Share Share Accumulated translation 

capital premium losses reserve Total 

$’000 $’000 $’000 $’000 $’000 

Balance at 1 July 2001 349 22,635 (40,827) (8) (17,851) 

Profit for the year – – 6,085 – 6,085 

Exchange differences on consolidation – – – (221) (221) 

Balance at 30 June 2002 349 22,635 (34,742) (229) (11,987) 


Loss for the year – – (5,471) – (5,471) 

Exchange differences on consolidation – – – (462) (462) 

Balance at 30 June 2003 349 22,635 (40,213) (691) (17,920) 


Issue of ordinary shares 26,730 – – – 26,730 

Capital reduction (13,539) (19,319) 32,858 – – 

Profit for the year – – 6,620 – 6,620 

Exchange differences on consolidation – – – 4 4 

Balance at 30 June 2004 13,540 3,316 (735) (687) 15,434 


A-4



Consolidated Statements of Cash Flows for the years ended 30 June 2002, 2003 and 2004 


2002 2003 2004 

$’000 $’000 $’000 

Cash flows from operating activities 


Adjustments for : 

Amortisation of software development costs – – 121 

Write-off of other investment – – 10 

Write-off of property, plant and equipment – 1 6 

Depreciation of property, plant and equipment 1,793 1,272 646 

Loss/(gain) on disposal of property, plant and equipment 10 (25) (6) 

Interest income (39) (26) (34) 

Interest expense 8 8 4 

Currency realignment (263) (483) 14 

Operating profit/(loss) before reinvestment in working capital 7,009 (4,655) 8,089 

(Increase)/decrease in trade and other debtors (16,856) 22,493 (3,618) 

Increase/(decrease) in trade and other creditors 1,810 (5,692) (1,992) 

Cash (used in)/provided by operations (8,037) 12,146 2,479 

Interest paid (8) (8) (4) 

Interest income received 39 26 34 

Income tax paid – (1,142) (164) 

Net cash (used in)/provided by operating activities (8,006) 11,022 2,345 

Cash flows from investing activities 

Investment in corporation (10) – – 

Purchase of property, plant and equipment (805) (642) (333) 

Proceeds from disposal of property, plant and equipment 40 36 9 

Payments on software development costs – – (2,729) 

Net cash used in investing activities (775) (606) (3,053) 

Cash flows from financing activities 

Decrease in amounts due to bankers (19) (11) (12) 

Increase/(decrease) in amount due to former holding company 8,732 (9,075) 2,819 

Repayment of hire purchase creditors (49) (48) (16) 

(Increase)/decrease in pledged bank balance – 47 (1,237) 

Net cash provided by/(used in) financing activities 8,664 (9,087) 1,554 

Net (decrease)/increase in cash and cash equivalents (117) 1,329 846 

Cash and cash equivalents at beginning of year 1,727 1,610 2,939 

Cash and cash equivalents at end of year (Note 14) 1,610 2,939 3,785 


A-5



Notes to the Financial Statements 

1. Introduction 

The consolidated financial statements of System Access Limited (the “Company”) and its 

subsidiary companies (the “Group”) for the years ended 30 June 2002, 2003 and 2004 have been 

prepared for inclusion in the Prospectus dated 31 May 2005. The Prospectus is issued in 

connection with the invitation by the Company comprising 49,000,000 new ordinary shares of 

$0.05 each comprising: 

(a) 4,000,000 Offer Shares at $0.20 for each Offer Share by way of public offer; and 

(b) 45,000,000 Placement Shares by way of placement, comprising : 

(i) 42,000,000 Placement Shares at $0.20 for each Placement Share; 

(ii) 3,000,000 Reserve Shares at $0.20 for each Reserve Share, 

payable in full on application. 

2. Corporate information 

On 26 February 2004, the holding company of System Access Limited changed from Project Orbit 

Limited (formerly known as System Access Limited) to Access Holdings Pte. Ltd. when Access 

Holdings Pte. Ltd. acquired the entire equity interest of the Company. 

The consolidated financial statements of System Access Limited for the years ended 30 June 

2002, 2003 and 2004 were authorised for issue in accordance with a resolution of the Directors on 

31 May 2005. The Company is a limited liability company, which is incorporated in Singapore. 

The registered office of the Company is located at 8 Temasek Boulevard, #28-00 Suntec Tower 

Three, Singapore 038988. 

The principal activities of the Company and of the Group are the provision of customised software 

solutions for the banking and financial services industry. 

Name of company 

(Country of Principal activities Percentage of 

incorporation) (Place of business) Cost equity held 

2002 2003 2004 2002 2003 2004 

$’000 $’000 $’000 % % % 

Subsidiary company 

held by System 

Access Limited 

* System Access Design, development, 681 681 681 100 100 100 

(Philippines), Inc. marketing, implementation 

(The Philippines) of banking software and 



(The Philippines) 

* System Access Design, development, 47 47 47 99.9 99.9 99.9 

International Ltd. marketing, implementation 

(Thailand) of banking software and 



(Thailand) 

A-6



2. Corporate information (cont’d) 

Name of company 

(Country of Principal activities Percentage of 

incorporation) (Place of business) Cost equity held 

2002 2003 2004 2002 2003 2004 

$’000 $’000 $’000 % % % 

* System Access Design, development, 30 30 30 100 100 100 

(Europe) Limited marketing, implementation 

(England and Wales) of banking software and 



(England and Wales) 

** System Access Design, development, 1 1 1 100 100 100 

(Americas), Inc. marketing, implementation 

(United States of banking software and 

of America) provision of technical 


(United States of America) 

* System Access Design, development, ++ ++ ++ 100 100 100 

Asia Pacific Sdn marketing, implementation 

Bhd (Malaysia) of banking software and 


support services 

(Malaysia) 


s.r.o. (Czech marketing, implementation 

Republic) of banking software and 



(Czech Republic) 


(Suisse) Sarl marketing, implementation 

(Switzerland) of banking software and 



(Switzerland) 

Subsidiary company 

held by System 

Access (Europe) 

Limited 

782 782 782 


Slovakia spol. marketing, implementation 

s.r.o. (Slovakia) of banking software and 



(Slovakia) 

* Statutory auditors are member firms of Ernst & Young Global. 

** Not required to be audited by the laws of the countries of incorporation. 

++ Cost of investment is $2. 

A-7



2. Corporate information (cont’d) 

The Company operates in 10 countries. The Company employed 336, 302 and 275 employees as 

at 30 June 2002, 2003 and 2004, respectively. 

The Company was formerly known as “System Access Pte Ltd” and was converted to a public 

company and renamed as “System Access Limited” on 21 March 2005. 

The statutory financial statements of the Company for the years ended 30 June 2002, 2003 and 

2004 were audited by Ernst & Young. The statutory financial statements of the Company for these 

financial years were not subjected to any audit qualification. 

3. Summary of significant accounting policies 

(a) Basis of preparation 

With effect from 1 July 2003, the consolidated financial statements have been prepared in 

accordance with Singapore Financial Reporting Standards (FRS). Prior to 1 July 2003, the 

financial statements for the years ended 30 June 2002 and 2003 were prepared in 

accordance with Singapore Statements of Accounting Standard (SAS). The transition from 

SAS to FRS did not result in any significant change in accounting policies. 

The consolidated financial statements have been prepared on a historical cost basis. 

The accounting policies have been consistently applied by the Group and, except for the 

change in accounting policy in the year ended 30 June 2003 discussed more fully below, are 

consistent with those used in the prior years covered by these financial statements. 

The consolidated statements are presented in Singapore dollars. 

(b) Basis of presentation 

The consolidated financial statements for the years ended 30 June 2002 and 2003 have 

been prepared on the going concern basis as the corporate shareholders of its former 

holding company provided financial support to enable the Group to meet its financial 

obligations as and when they fall due for those respective years. 

(c) Change in accounting policy 

In previous years, the Group have classified customer reimbursements received for project 

incidental costs as a reduction of cost of revenues incurred. In the year ended 30 June 

2003, the Directors determined that such reimbursements received for direct costs paid to 

third parties and related expenses be presented on a gross basis to more appropriately 

reflect that the Group acted as the primary obligors in respect of the purchase of goods and 

services from third parties. This resulted in the increase in revenues and cost of revenues 

for the Group by $3,310,000 and $3,562,000 for the years ended 30 June 2002 and 2003, 

respectively. 

The change in accounting policy has not given rise to any adjustments to the net profit/loss 

and the opening balance of the accumulated losses in the years covered by these financial 

statements. 

(d) Principles of consolidation 

The consolidated financial statements comprise the financial statements of the Company 

and its subsidiary company, after the elimination of all material intragroup transactions and 

resulting unrealised profits. Unrealised losses resulting from intragroup transactions are also 

eliminated unless costs cannot be recovered. 

A-8



3. Summary of significant accounting policies (cont’d) 

(d) Principles of consolidation (cont’d) 

Subsidiary company is consolidated from the date on which control is transferred to the 

Group and cease to be consolidated from the date on which the Group cease to have 

control of the subsidiary. Acquisitions of subsidiary are accounted for using the purchase 

method of accounting. 

The consolidated financial statements are prepared using uniform accounting policies for 

like transactions and other events in similar circumstances. 

(e) Subsidiary company 

A subsidiary company is a company in which the Group, directly or indirectly, holds more 

than 50% of the issued share capital, or controls more than half of the voting power, or 

controls the composition of the board of directors. 

In the Company’s separate financial statements, investments in subsidiary company is 

accounted for at cost less impairment losses. 

(f) Property, plant and equipment 

Cost 

Property, plant and equipment are stated at cost less accumulated depreciation and any 

impairment in value. All items of property, plant and equipment are initially recorded at cost. 

The initial cost of property, plant and equipment comprises its purchase price and any 

directly attributable costs of bringing the asset to its working condition and location for its 

intended use. Expenditure incurred after the property, plant and equipment have been put 

into operation, such as repairs and maintenance and overhaul costs, is normally charged to 

the profit and loss account in the period in which the costs are incurred. In situations where 

it can be clearly demonstrated that the expenditures have resulted in an increase in the 

future economic benefits expected to be obtained from the use of an item of property, plant 

and equipment beyond its originally assessed standard of performance, the expenditure is 

capitalised as an additional cost of property, plant and equipment. 

An assessment of the carrying value of property, plant and equipment is made when there 

are indications that the assets have been impaired or the impairment losses recognised in 

prior years no longer exist. 

Depreciation 

Depreciation is computed on a straight-line basis over the estimated useful life of the asset 

as follows : 

Furniture and fittings - 3-4 years 

Office equipment - 3-4 years 

Computer software and hardware - 3-4 years 

Motor vehicles - 5 years 

Leasehold improvement - 3-10 years 

The useful life and depreciation method are reviewed periodically to ensure that the method 

and period of depreciation are consistent with the expected pattern of economic benefits 

from items of property, plant and equipment. 

A-9




(g) Leases 

Finance lease 

Finance leases, which effectively transfer to the Group substantially all the risks and benefits 

incidental to ownership of the leased item, are capitalised at amounts equal at the inception 

of the lease to the fair value of the leased item or, if lower, at the present value of the 

minimum lease payments. Lease payments are apportioned between the finance charges 

and reduction of the lease liability so as to achieve a constant periodic rate of interest on the 

remaining balance of the liability. Finance charges are charged directly to the profit and loss 

account. 

Capitalised leased assets are depreciated over the shorter of the estimated useful life of the 

asset or the lease term. 

Operating lease 

Leases where the lessor effectively retains substantially all the risks and rewards of 

ownership of the leased item are classified as operating leases. Operating lease payments 

are recognised as an expense in the profit and loss account on a straight-line basis over the 

lease term. 

The aggregate benefit of incentives provided by the lessor is recognised as a reduction of 

rental expense over the lease term on a straight-line basis. 

(h) Investments 

Investments held on a long term basis are stated at cost. Provision is made for any 

impairment loss in value of investments. Dividend income is accrued on the basis of the 

dates dividends are declared by the investee company. 

(i) Unbilled receivables 

Unbilled receivables arise when revenues are recognised under the percentage-ofcompletion 

method, exceeding the amounts billed to the customers. These amounts are 

billable at specified dates, when deliverables are made or when certain milestones are met 

or at contract completion, all expected to occur within one year. 

(j) Trade and other debtors 

Trade debtors, which generally have been granted on between 30 and 90 days credit terms, 

are recognised and carried at original invoice amount less impairment losses on any 

uncollectible amounts. 

Other debtors are recognised and carried at cost less impairment losses on any 

uncollectible amounts. 

(k) Trade and other creditors 

Liabilities for trade and other creditors, which are normally settled on 30 – 90 day terms, are 

carried at cost. 

Payable to former holding company is carried at cost. 

A-10




(l) Revenue recognition 

Revenue is generated from the following sources :- 

(i) licensing the rights to use software and software source codes; 

(ii) provision of customisation and implementation services for the licensed products; 

(iii) provision of software enhancement and maintenance services for customers that 

license its products; and 

(iv) customer reimbursements received for project incidental costs. 

Revenue from licensing of software and software source codes having no significant 

ongoing obligations is recognised upon passage of title to the customer which generally 

coincides with their delivery and acceptance. 

In the case of a license agreement requiring customisation and implementation of the 

licensed product, revenue relating to the licensed product is recognised using the 

percentage-of-completion method. In these cases, the progress is measured based on 

inputs to date compared to estimated inputs to be incurred. 

Revenue from other customisation and implementation services, software enhancement 

services and customer reimbursements are generally recognised as services are rendered. 

Revenue from maintenance services are recognised proportionately on a time basis over 

the contract period. 

Revenue which is billed or collected in advance of the services being rendered, is deferred 

and reflected as deferred revenue. 

(m) Provisions 

Provisions are recognised when the Group has a present obligation (legal or constructive) 

as a result of a past event, it is probable that an outflow of resources embodying economic 

benefits will be required to settle the obligation and a reliable estimate can be made of the 

amount of the obligation. Provisions are reviewed at each balance sheet date and adjusted 

to reflect the current best estimate. 

(n) Loans and borrowings 

Borrowing costs are generally expensed as incurred. 

Loans and borrowings are initially recognised at cost and subsequently measured at 

amortised cost using the effective interest rate method. The difference between the net 

proceeds and redemption value if any is recognised in the profit and loss account over the 

life of the borrowings. 

A-11




(o) Income taxes 

Deferred income tax is provided, using the liability method, on all temporary differences at 

the balance sheet date between the tax bases of assets and liabilities and their carrying 

amounts for financial reporting purposes. Deferred tax assets and liabilities are measured 

using the tax rates expected to apply to taxable income in the years in which those 

temporary differences are expected to be recovered or settled based on tax rates enacted or 

substantively enacted at the balance sheet date. 

Deferred tax liabilities are recognised for all taxable temporary differences associated with 

investments in subsidiary company, except where the timing of the reversal of the temporary 

difference can be controlled by the Group and it is probable that the temporary difference 

will not reverse in the foreseeable future. 

Deferred tax assets are recognised for all deductible temporary differences, carry-forward of 

unused tax losses and unabsorbed capital allowances, to the extent that it is probable that 

taxable profit will be available against which the deductible temporary differences, carryforward 

of unused tax losses and unabsorbed capital allowances can be utilised. 

At each balance sheet date, the Group re-assesses unrecognised deferred tax assets and 

the carrying amount of deferred tax assets. The Group recognises a previously 

unrecognised deferred tax asset to the extent that it has become probable that future 

taxable profit will allow the deferred tax asset to be recovered. The Group conversely 

reduces the carrying amount of a deferred tax asset to the extent that it is no longer 

probable that sufficient taxable profit will be available to allow the benefit of part or all of the 

deferred tax asset to be utilised. 

Deferred tax are charged or credited directly to equity if the tax relates to items that are 

credited or charged, in the same or a different period, directly to equity. 

(p) Government grants 

Government grants are recognised at their fair value where there is reasonable assurance 

that the grants will be received and all attaching conditions will be complied with. When the 

grant relates to an expense item, it is recognised as income over the periods necessary to 

match the grant on a systematic basis to the costs that it is intended to compensate. 

(q) Employee benefits 

Pensions and other post employment benefits 

The Group participates in the national pension schemes as defined by the laws of the 

countries in which it has operations. In particular, the Singapore companies in the Group 

make contributions to the Central Provident Fund scheme in Singapore, a defined 

contribution pension scheme. Contributions to the national pension scheme are recognised 

as an expense in the period in which the related service is performed. 

Employee leave entitlement 

Employee entitlements to annual leave are recognised when they accrue to employees. A 

provision is made for the estimated liability for leave as a result of services rendered by 

employees up to the balance sheet date. 

A-12




(r) Research and development costs and software development costs 

Research and development costs comprise all costs that are directly attributable to research 

and development activities including salaries, costs of materials and services consumed. 

These costs are expensed to profit and loss account when incurred as research and 

development expense, except for software development costs which are recognised as an 

asset to the extent that technical feasibility of completing the asset for sale and existence of 

a market can be demonstrated and it is expected that such assets will generate future 

economic benefits. Deferred software development costs comprise costs which relate to the 

design, customisation and testing of software functionalities. 

Deferred software development costs are amortised on a straight line basis over their useful 

lives of approximately 4 years from the dates the software is put in use. 

(s) Foreign currency translation 

Transactions in foreign currencies are measured in Singapore dollar and recorded at 

exchange rates approximating those ruling at the transaction dates. Foreign currency 

monetary assets and liabilities are measured using the exchange rates ruling at balance 

sheet date. Non-monetary assets and liabilities are measured using the exchange rates 

ruling at the transaction dates or, in the case of items carried at fair value, the exchange 

rates that existed when the values were determined. All resultant exchange differences are 

recognised in the profit and loss account. 

For foreign operations that are integral to the operations of the Group, all monetary assets 

and liabilities of the foreign operations are translated into Singapore dollar equivalents at the 

exchange rates ruling at balance sheet date. Revenue and expenses are translated at 

average exchange rates for the year, which approximate the exchange rates at the dates of 

the transactions. All resultant exchange differences are recognised in the profit and loss 

account. 

For inclusion in the consolidated financial statements, all assets and liabilities of foreign 

subsidiary company is translated into Singapore dollar equivalents at exchange rates ruling 

at balance sheet date. Revenues and expenses are translated at average exchange rates 

for the year, which approximates the exchange rates at the dates of the transactions. All 

resultant exchange differences are taken directly to equity. On disposal of a foreign 

subsidiary company, accumulated exchange differences are recognised in the profit and loss 

account as a component of the gain or loss on disposal. 

(t) Cash and cash equivalents 

Cash and cash equivalents comprise cash on hand and at bank, demand deposits and 

short-term, highly liquid investments readily convertible to known amounts of cash and 

subject to an insignificant risk of change in value. 

Short-term deposits, which are held to maturity, are carried at amortised cost. 

(u) Impairment of assets 

Assets are reviewed for impairment whenever events or changes in circumstances indicate 

that the carrying amount of an asset may not be recoverable. Whenever the carrying 

amount of an asset exceeds its recoverable amount, an impairment loss is recognised in the 

profit and loss account. 

A-13




(u) Impairment of assets (cont’d) 

Reversal of impairment losses recognised in prior years is recorded when there is an 

indication that the impairment losses recognised for the asset no longer exist or have 

decreased. The reversal is recorded in the profit and loss account. However, the increased 

carrying amount of an asset due to a reversal of an impairment loss is recognised to the 

extent it does not exceed the carrying amount that would have been determined (net of 

amortisation or depreciation) had no impairment loss been recognised for that asset in prior 

years. 

4. Revenues 

Revenues comprise amounts recognised on the licensing of software and software source codes, 

the provision of customisation and implementation services, and software enhancement and 

maintenance services in relation to the licensed software, including customer reimbursements 

received for project incidental costs. 

2002 2003 2004 

$’000 $’000 $’000 

Software and software source codes licenses 21,623 4,356 4,489 

Customisation and implementation services 18,887 14,318 9,197 

Software enhancement and maintenance services 9,966 15,058 19,064 

5. Operating profit/(loss) 

This is stated after charging/(crediting) :- 

50,476 33,732 32,750 

Amortisation of software development costs – – 121 

Auditors’ remuneration 

- current year 139 147 113 

- overprovision in respect of prior years – (18) (2) 

Other fee paid to the auditors 28 – – 

Bad debts written off 29 23 111 

Directors’ remuneration 327 243 153 

Depreciation of property, plant and equipment 1,793 1,272 646 

Foreign exchange gain (648) (350) (21) 

Impairment loss on trade debtors 257 1,182 – 

Provision for foreseeable losses on uncompleted contracts 510 – – 

Rental expense 1,599 1,799 1,143 

Staff costs 

- salaries, wages, bonuses and other costs 19,269 19,353 15,229 

- Central Provident Fund and other pension costs 1,081 1,320 1,048 

Write-off of property, plant and equipment – 1 6 

Bad debts recovered – (274) – 

Write-back of impairment loss on trade debtors (39) (2) (13) 

Write-back of warranty costs (415) – – 

Write-off of other investment – – 10 

6. Finance costs 

Interest expenses - 

Hire purchase 8 8 3 

Others – – 1 

A-14 

8 8 4



7. Other income 

2002 2003 2004 

$’000 $’000 $’000 

Government grants 712 47 34 

Interest income from fixed deposits 39 26 34 

(Loss)/gain on disposal of property, plant and equipment (10) 25 6 

8. Income tax 

Current income tax - 

Foreign (925) (208) (833) 

Deferred income tax - 

Local – 704 862 

Foreign 1,481 (622) (382) 

556 (126) (353) 

Over/(under) provision in respect of prior years - 

Current income tax 29 57 (3) 

Deferred income tax – – (352) 

29 57 (355) 

585 (69) (708) 

A reconciliation of the Group’s expected income tax (expense)/benefit computed at the applicable 

rate in each jurisdiction to the effective income tax (expense)/benefit is as follows :- 


Expected income tax (expense)/ benefit at the 

applicable rates (1) (1,352) 943 (2,061) 

Adjustments in respect of over/(under) provision of income 

tax of prior year 29 57 (355) 

Expenses not deductible for income tax purposes (276) (203) (5) 

Tax incentive 264 (762) 57 

Recognition of previously unrecognised deferred tax assets – 704 862 

Utilisation of previously unrecognised tax losses 3,284 923 112 

Unrecognised tax losses (319) (1,368) – 

Foreign tax on overseas earnings (888) (74) 587 

Others (157) (289) 95 

Tax benefit/(expense) 585 (69) (708) 

Singapore income tax rate 22% 22% 20% 

(1) The expected income tax (expense)/benefit for the Group is an aggregate of individual amounts representing the mix 

of profits and losses and the applicable tax rate in each jurisdiction. 

The Company has been granted a six year Development and Expansion Incentive which 

commenced on 1 July 2001 for the development of banking software applications. The tax rate to 

be levied on income derived by the Company during its tax relief period from its qualifying activities 

is 13%. 

A-15



8. Income tax (cont’d) 

As at 30 June 2004, the Group has unabsorbed capital allowances and unutilised tax losses 

amounting to approximately $604,000 (30.6.2003 : $1,402,000; 30.6.2002 : $1,316,000) and 

$32,653,000 (30.6.2003 : $32,265,000; 30.6.2002 : $26,944,000) respectively, available for set-off 

against future taxable profits, subject to the relevant provisions of the local income tax laws and 

agreement by tax authorities. 

2002 2003 2004 

$’000 $’000 $’000 

Deferred tax assets :- 

Differences in depreciation 190 201 161 

Tax losses 1,342 1,138 1,566 

Others – 313 86 

1,532 1,652 1,813 

Deferred tax liabilities :- 

Operations temporary differences (50) – – 

Deferred tax assets of the Group were not recognised on certain deductible temporary differences 

relating to unutilised tax losses, allowances and provisions which amounted to $6,099,000, 

$5,866,000 and $5,227,000 for the years ended 30 June 2002, 2003 and 2004 due to uncertainty 

of their recoverability. 

9. Earnings per share 

Basic earnings per share is calculated by dividing the net profit for the year attributable to 

shareholders by the weighted average number of ordinary shares outstanding during each year. 

Diluted earnings per share is calculated by dividing the net profit for the year attributable to 

shareholders by the weighted average number of shares outstanding during each year (adjusted 

for the effects of dilutive options, if any). 

Pro forma basic and diluted earnings per share is calculated by dividing the net profit for the year 

attributable to shareholders by the pre-Invitation share capital of 270,788,960 shares of $0.05 each 

taking into account the Company’s share capital reduction, share consolidation and share split on 

7 June 2004. 

The following reflects the profit and share data used in the earnings per share and pro forma 

earnings per share computations for the years ended 30 June 2002, 2003 and 2004. 

2002 2003 2004 

$’000 $’000 $’000 

Net (loss)/profit attributable to shareholders for basic and 

diluted earnings per share 6,085 (5,471) 6,620 

A-16



9. Earnings per share (cont’d) 

The weighted average number of ordinary shares used in net earnings per share computation are 

as follows: 

2002 2003 2004 

Weighted average number of shares 

Basic 3,493,820 3,493,820 113,411,037 

Pro forma (based on pre-Invitation ordinary shares 

of $0.05 each) 270,788,960 270,788,960 270,788,960 

10. Property, plant and equipment 

Year ended 30 June 2002 

Computer 

Furniture software 

and Office and Motor Leasehold 

fittings equipment hardware vehicles improvement Total 

$’000 $’000 $’000 $’000 $’000 $’000 

Cost 

At beginning of year 676 597 4,099 524 1,271 7,167 

Additions 1 10 760 – 34 805 

Disposals (133) (12) (191) (41) – (377) 

Currency realignment 3 5 36 (4) 10 50 

At end of year 547 600 4,704 479 1,315 7,645 

Accumulated depreciation 

At beginning of year 376 522 2,574 267 675 4,414 

Charge for the year 199 54 1,052 99 389 1,793 

Disposals (133) (6) (147) (41) – (327) 

Currency realignment – 5 24 (1) 5 33 

At end of year 442 575 3,503 324 1,069 5,913 

Net book value 

At end of year 105 25 1,201 155 246 1,732 

A-17



10. Property, plant and equipment (cont’d) 


Computer 

Furniture software 

and Office and Motor Leasehold 

fittings equipment hardware vehicles improvement Total 

$’000 $’000 $’000 $’000 $’000 $’000 

Cost 


Additions 3 2 592 – 45 642 

Disposals (131) (2) (60) (23) – (216) 

Write-off – (225) (550) – (241) (1,016) 


At end of year 444 378 4,741 452 1,123 7,138 



Charge for the year 99 18 825 97 233 1,272 

Disposals (123) (2) (56) (23) – (204) 

Write-off – (225) (549) – (241) (1,015) 


At end of year 441 368 3,759 395 1,064 6,027 


At end of year 3 10 982 57 59 1,111 


Cost 


Additions 7 – 267 – 59 333 

Disposals and write-off (6) (8) (44) (45) (23) (126) 

Currency realignment 2 (3) (47) (5) (16) (69) 

At end of year 447 367 4,917 402 1,143 7,276 



Charge for the year 2 7 562 45 30 646 

Disposals and write-off (5) (8) (36) (45) (23) (117) 

Currency realignment 1 (4) (37) (5) (14) (59) 

At end of year 439 363 4,248 390 1,057 6,497 


At end of year 8 4 669 12 86 779 

The following assets are under hire purchase agreements :- 

2002 2003 2004 

$’000 $’000 $’000 

Net book value :- 

Motor vehicles 77 19 – 

A-18



11. Software development costs 

2002 2003 2004 

$’000 $’000 $’000 

Cost :- 

Additions and balance at end of year – – 2,729 

Accumulated amortisation :- 

Charge for the year and balance at end of year – – 121 

Net book value at end of year – – 2,608 

12. Other investment 

Investment in unquoted shares, at cost 10 10 – 

13. Trade and other debtors 

Trade debtors (a) 10,869 6,615 6,495 

Unbilled receivables 18,921 1,526 4,932 

Deposits 913 306 209 

Prepayments 515 625 769 

Government grant receivable (b) 214 97 34 

Deferred expenditure (c) – – 714 

Others 841 610 244 

32,273 9,779 13,397 

(a) Trade debtors are stated after deducting 

impairment loss analysed as follows :- 

Balance at beginning of year 1,545 776 1,175 

Charge for the year 257 1,181 – 

Write-back of impairment loss (39) (2) (13) 

Bad debts written off (892) (767) (120) 

Exchange realignment (95) (13) (21) 

Balance at end of year 776 1,175 1,021 

Bad debts written off directly to profit and loss account 29 23 111 

Bad debts recovered – 274 – 

(b) As at 30 June 2004, the grant is administered by International Enterprise Singapore under the 

International Enterprise Incentive. As at 30 June 2003, the grant is administered by Infocomm 

Development Authority of Singapore under the Infocomm Training and Attachment Scheme. 

(c) Deferred expenditure relates to legal, professional, and listing related expenses incurred in connection 

with the proposed initial public offering of the Company. 

A-19



14. Cash and bank balances 

Included in cash and bank balances are certain short-term deposits pledged to the bank in 

connection with guarantee facilities granted to the Company. The short-term deposits have an 

average maturity of 180 days and bear interest of 0.3125% to 2.1875% per annum for the years 

ended 30 June 2002, 2003 and 2004. 

Cash and cash equivalents included in the consolidated cash flow statement comprise the 

following balance sheet amounts :- 

2002 2003 2004 

$’000 $’000 $’000 

Cash and bank balances 1,751 3,033 5,116 

Less: Pledged bank balance (141) (94) (1,331) 

1,610 2,939 3,785 

15. Trade and other creditors 

Trade creditors and accruals 2,198 989 1,072 

Deferred revenue 1,446 3,742 1,890 

Accrued employee benefits and sundry creditors 5,317 3,375 2,071 

Other creditors 4,970 1,340 2,381 

Amount due to director-related company – – 40 

Hire purchase creditors (Note 19) 49 16 – 

13,980 9,462 7,454 

16. Provisions 

Provision for foreseeable losses 1,207 – – 

Provision for warranty costs – – – 

The provision for foreseeable losses is analysed as follows :- 

1,207 – – 

Balance at beginning of year 653 1,207 – 

Charge for the year 510 – – 

Provision utilised – (1,181) – 

Exchange realignment 44 (26) – 

Balance at end of year 1,207 – – 

The provision for warranty costs is analysed as follows :- 

Balance at beginning of year 421 – – 

Write-back for the year (415) – – 

Exchange realignment (6) – – 

Balance at end of year – – – 

A-20



17. Amounts due to bankers 

2002 2003 2004 

$’000 $’000 $’000 

Bank loans - secured 23 12 – 

Less: Long-term portion bank loan - secured (12) (3) – 

11 9 – 

The secured bank loan was repayable in 48 equal monthly instalments up to financial year 2004 

and bears interest of 15% to 22% per annum for the years ended 30 June 2002, 2003 and 2004. 

The loan proceeds was advanced to the staff of a subsidiary and the staff subsequently provided 

for the instalment payments of the loan principal and interest amounts. The loan was secured by a 

mortgage on the motor vehicles of the staff and was fully repaid by 30 June 2004. 

18. Amount due to former holding company 

The amount due to former holding company is unsecured, interest-free, non-trade in nature and is 

not expected to be repaid within the next 12 months. 

On 10 February 2004, an amount of $26,729,514 was converted into paid up capital of the 

Company. 

19. Hire purchase creditors 

The Group acquired certain motor vehicles under hire purchase agreements. Future minimum 

payments together with the present value of the net minimum lease payments are as follows : 

Minimum Present Minimum Present Minimum Present 

lease value of lease value of lease value of 

payments payments payments payments payments payments 

2002 2002 2003 2003 2004 2004 

$’000 $’000 $’000 $’000 $’000 $’000 

Within one year 57 49 19 16 – – 

After one year but not 

more than five years 19 16 – – – – 

76 65 19 16 – – 

Less: Amounts representing 

finance charges (11) – (3) – – – 

65 65 16 16 – – 

A-21



20. Share capital 

2002 2003 2004 

$’000 $’000 $’000 

Authorised capital :- 

Balance at beginning and end of year - 

349,382 (2003 and 2002 : 349,382) ordinary shares 

of $1 each 349 349 349 

Increase during the year - 

29,650,618 (2003 and 2002 : Nil) ordinary shares of $1 each – – 29,651 

Reduction during the year - 

Reduction par value of 30,000,000 ordinary shares of 

$1 each to 30,000,000 ordinary shares of $0.50 each 

(2003 and 2002 : Nil) – – – 

Consolidation of 30,000,000 ordinary shares of $0.50 each 

into 15,000,000 ordinary shares of $1 each 

(2003 and 2002 : Nil) – – – 

Sub-division of 15,000,000 ordinary shares of $1 each 

into 600,000,000 ordinary shares of $0.05 each 

(2003 and 2002 : Nil) – – – 

Balance at end of year - 

600,000,000 ordinary shares of $0.05 each 

(2003 and 2002 : 349,382 ordinary shares of $1.00 each) 349 349 30,000 

Issue and fully paid capital :- 

Balance at beginning of year - 

349,382 (2003 and 2002 : 349,382) ordinary shares of 

$1.00 each 349 349 349 

Addition during the year - 

26,729,514 (2003 and 2002 : Nil) ordinary shares of 

$1.00 each – – 26,730 

Reduction during the year - 

Reduction in par value of 27,078,896 ordinary shares of 

$1.00 each to 27,078,896 ordinary shares of $0.50 each 

(2003 and 2002 : Nil) – – (13,539) 

Consolidation of 27,078,896 ordinary shares of $0.50 each 


(2003 and 2002 : Nil) – – – 

Sub-division of 13,539,448 ordinary shares of $1.00 each 


(2003 and 2002 : Nil) – – – 

Balance at end of year - 

270,788,960 ordinary shares of $0.05 each 

(2003 and 2002 : 349,382 ordinary shares of $1.00 each) 349 349 13,540 

The holders of ordinary shares are entitled to receive dividends as and when declared by the 

Company. All ordinary shares carry one vote per share without restriction. 

On 10 February 2004, the Company converted an amount of $26,729,514 due to its former 

holding company into paid up capital of the Company. 

A-22



20. Share capital (cont’d) 

At the Extraordinary General Meeting held on 7 June 2004, the shareholders of the Company 

approved, inter alia, the following:- 

(a) the reduction of the issued and paid up share capital of the Company from $27,078,896 

divided into 27,078,896 ordinary shares of $1.00 each to $13,539,448 divided into 

27,078,896 ordinary shares of $0.50 each, by cancelling the paid up share capital to the 

extent of $0.50 on each of the issued shares, and by reducing the par value of each issued 

share from $1.00 to $0.50 (“Capital Reduction”); 

(b) the reduction of $19,318,536 standing in the share premium account of the Company from 

$22,635,060 to $3,316,524 (Capital Reduction”); 

(c) the consolidation of every two ordinary shares of $0.50 each into one ordinary share of 

$1.00 each so that 27,078,896 ordinary shares of $0.50 each in the share capital of the 

Company were consolidated into 13,539,448 ordinary shares of $1.00 each; and 

(d) the sub-division of each ordinary share of $1.00 each in the authorised and issued and paid 

up share capital of the Company into 20 ordinary shares of $0.05 each respectively. 

The Capital Reduction was confirmed by an order of the High Court of Singapore on 9 June 2004. 

21. Commitments and contingencies 

(a) Operating lease commitments 

The Group conducts a portion of its operations from leased facilities. Future minimum 

rentals under non-cancellable leases including accrued lease commitments, are as follows:- 

2002 2003 2004 

$’000 $’000 $’000 

Within one year 1,811 696 893 

After one year but not more than five years 2,790 620 841 

More than five years 971 – – 

5,572 1,316 1,734 

The leases do not contain escalation clauses and do not provide for contingent rents. Lease 

terms do not contain restrictions on the Group’s activities concerning dividends, additional 

debt or future leasing. 

Certain leases include renewal options for additional lease period of 3 years and at rental 

rates based on prevailing market rates. 

(b) Contingent liabilities 

One of the subsidiary company has a contingent liability in respect of office premises 

previously occupied in London which is contingent upon the default notice described below. 

The subsidiary company agreed, in an Authorised Guarantee Agreement with the landlord, 

when it assigned its lease to Robert Half Limited on 31 January 2003, to guarantee the 

performance by Robert Half Limited of the tenant’s obligations under the lease, for so long 

as Robert Half Limited is the tenant under the lease. 

A-23



21. Commitments and contingencies (cont’d) 

(b) Contingent liabilities (cont’d) 

The tenant’s obligations include the payment of rent at $450,603 (£146,490) per annum 

(plus VAT), plus service charge and insurance contributions to the building, and obligations 

to keep the leased premises in good and substantial repair. The lease expires on 20 

September 2009, and the subsidiary company’s contingent liability would cease if Robert 

Half Limited themselves assign the lease, or the lease is terminated or surrendered before 

that date. 

In order to claim against the subsidiary company for a liquidated sum, the landlord must 

serve a default notice on the subsidiary company within six months of Robert Half Limited’s 

default. No notice had been served to-date. If a notice is served in the future, the 

subsidiary company would become entitled to take an overriding lease of the premises, 

giving the subsidiary company rights to forfeit the lease held by Robert Half Limited and find 

another tenant, thereby mitigating future liability. The subsidiary company has a right to be 

indemnified by Robert Half Limited in respect of any sums paid under the Authorised 

Guarantee Agreement. 

Based on information currently available, management does not expect a liability to arise 

from this guarantee. 

22. Segment information 

A segment is a distinguishable component of the Group that is engaged either in providing 

products or services (business segment), or in providing products or services within a particular 

economic environment (geographical segment), which is subject to risks and rewards that are 

different from those of other segments. 

Segment information is presented in respect of the Group’s business and geographical segments. 

The primary format, business segments, is based on the Group’s management and internal control 

reporting structure. 

(a) Business segments 


Software Software 

development, maintenance 

licensing and and 

implementation enhancement 

services services Group 

$’000 $’000 $’000 

Segment revenue 

Sales to external customers 40,510 9,966 50,476 

Segment results 5,811 1,862 7,673 

Unallocated administrative costs (2,906) 

Finance costs (8) 

Other income 741 

Profit before income tax 5,500 

Income tax 585 

Profit for the year 6,085 

A-24



22. Segment information (cont’d) 


Software Software 

development, maintenance 

licensing and and 

implementation enhancement 

services services Group 

$’000 $’000 $’000 



Segment results (7,420) 4,074 (3,346) 




Loss before income tax (5,402) 

Income tax (69) 

Loss for the year (5,471) 




Segment results (1,980) 10,632 8,652 




Profit before income tax 7,328 

Income tax (708) 

Profit for the year 6,620 

Unallocated administrative costs comprise primarily corporate office expenses which cannot 

be attributed meaningfully to any particular segment. Therefore, they have been disclosed 

as unallocated administrative costs. 

Assets of the Group are used interchangeably between the business segments and there is 

no reasonable basis to allocate the liabilities of the Group between the segments. 

Therefore information pertaining to the assets, liabilities and capital expenditure have not 

been disclosed in the business segment as it would not be meaningful. 

A-25



22. Segment information (cont’d) 

(b) Geographical segments 

The Group defines its geographical segments based on the location of its customers. 


Asia Middle East 

Europe Pacific and Africa Total 

$’000 $’000 $’000 $’000 

Year ended 30 June 2002 42,881 2,802 4,793 50,476 



The Group operates as a global basis and services its customers from multi-locations. 

There is no reasonable basis to allocate the assets and capital expenditures of the Group 

between the segments. 

Note :- 

Europe include countries such as Latvia, Czech Republic, Hungary and Slovak Republic. 

Asia Pacific include countries such as Singapore, Philippines, Thailand, Malaysia, Sri Lanka, India and the People’s 

Republic of China. 

Middle East and Africa include countries such as Tanzania, United Arab Emirates, Egypt, Tunisia and Mauritius. 

23. Financial instruments 

Financial risk management and policies 

The Group is exposed to the extent of risks from changes in market interest rates, currency 

exchange rates, liquidity risks and credit risks. 

Interest rate risks 

The Group’s exposure to interest rate risk relates primarily to the interest bearing deposits, hire 

purchase creditors, and amount due to bankers. 

Foreign currency risks 

The Group operates in several countries and, as a result, is exposed to foreign exchange risks 

arising from the various currency exposures. In addition to transactional exposures, the Group is 

also exposed to foreign exchange movements on its net investments in subsidiaries. 

The Group does not have a formal foreign currency management policy with respect to foreign 

exchange exposures. The Group monitors the foreign exchange exposure on a monthly basis and 

will consider hedging any material foreign exchange exposure should such a need arise. 

Liquidity risks 

In the management of liquidity risks, the Group monitors and maintains a level of cash and bank 

balances deemed sufficient to finance the Group’s operations and mitigate the effects of 

fluctuations in cash flows. 

A-26



23. Financial instruments (cont’d) 

Credit risks 

Financial instruments which potentially expose the Group to concentration of credit risk consist 

primarily of cash and cash equivalents, trade debtors and unbilled receivables. The Group 

maintains its cash and cash equivalents with various high quality financial institutions. 

The Group’s customer base consists of banks and financial institutions in Asia, Europe, Middle 

East, Africa and the Americas. As at 30 June 2004, approximately 41% (30.6.2003 : 40%; 

30.6.2002 : 72%) and 100% (30.6.2003 : 72%; 30.6.2002 : 99%) of the trade debtors and unbilled 

receivables respectively were due from 5 major customers that constitute 80% (30.6.2003 : 65%; 

30.6.2002 : 83%) of the total revenues in the financial year. The Group performs ongoing credit 

evaluations of its customers and generally does not require collateral on trade debtors. 

Impairment loss on trade debtors have been made based upon the expected collectibility of 

outstanding trade debtors at the balance sheet dates. 

The maximum exposure to credit risk is represented by the carrying amount of the financial assets 

as stated in the balance sheets. 

Fair values 

The carrying value of the Group’s financial instruments primarily cash and cash equivalent, trade 

and other debtors, unbilled receivables, trade and other creditors, amounts due to bankers and 

hire purchase liabilities, approximate their fair value because of the short maturity of these 

instruments. 

The fair value of the amount due to former holding company is not disclosed, as the fair value is 

not determinable with sufficient reliability since the balance has no fixed terms of repayment 

although these are not expected to be settled within twelve months from the balance sheet date. 

It is not practicable to determine the fair value of the unquoted equity investment held as long term 

investment. 

24. Significant related party transactions 

Related parties refer to companies within the Group and companies in which certain Directors 

have or are deemed to have significant interests or exercise significant influence. 

During the year, the Group entered into transactions with related parties on terms agreed between 

the parties, determined on a commercial basis, as shown below :- 

2002 2003 2004 

$’000 $’000 $’000 

Related parties : 

Professional services expenses – – 327 

Advisory services expenses – – 40 

25. Comparatives 

Certain comparatives have been reclassified to conform to the current period presentation. In 

particular, the trade debtors and other debtors, trade creditors and other creditors, which amounts 

are stated in the notes to the financial statements have been aggregated for disclosure on the 

balance sheet. 

A-27

APPENDIX B : DESCRIPTION OF SINGAPORE COMPANY LAW RELATING 

TO SHARES 

The following statements are brief summaries of our capital structure and of the more important rights 

and privileges of our shareholders as conferred by the laws of Singapore and our Articles of Association 

(“Articles”). These statements summarise the material provisions of our Articles but are qualified in 

entirety by reference to our Articles, a copy of which will be available for inspection at our offices during 

normal business hours for a period of six months from the date of this Prospectus. 

Ordinary Shares 

There are no founder, management, deferred or unissued shares reserved for issue for any purpose. The 

rights and privileges of these shares are stated in our Articles. 

Our authorised capital is $30 million consisting of 600 million Shares. We have only one class of shares, 

namely, our ordinary shares, which have identical rights in all respects and rank equally with one another. 

Our Articles provide that we may issue shares of a different class with preferential, deferred, qualified or 

special rights, privileges or conditions as our Board of Directors may think fit and may issue preference 

shares which are, or at our option are, redeemable, subject to certain limitations. Our Board of Directors 

may issue shares at a premium. If shares are issued at a premium, a sum equal to the aggregate 

amount or value of the premium will, subject to certain exceptions, be transferred to a share premium 

account. 

As at the date of this Prospectus, 270,788,960 Shares have been issued and fully paid. All of the 

ordinary shares are in registered form. We may, subject to the provisions of the Companies Act and the 

rules of the SGX-ST, purchase our own ordinary shares. However, we may not, except in circumstances 

permitted by the Companies Act, grant any financial assistance for the acquisition or proposed 

acquisition of our own ordinary shares. 

New Ordinary Shares 

New ordinary shares may only be issued with the prior approval of our shareholders in a general 

meeting. The aggregate number of shares to be issued pursuant to such approval may not exceed 50 per 

cent. (or such other limit as may be prescribed by the SGX-ST) of our issued share capital for the time 

being, of which the aggregate number of shares to be issued other than on a pro-rata basis to our 

shareholders may not exceed 20 per cent. (or such other limit as may be prescribed by the SGX-ST) of 

our issued share capital for the time being. The approval, if granted, will lapse at the conclusion of our 

annual general meeting following the date on which the approval was granted. Subject to the foregoing, 

the provisions of the Companies Act and any special rights attached to any class of shares currently 

issued, all new ordinary shares are under the control of our Board of Directors who may allot and issue 

the same with such rights and restrictions as they may think fit. 

Shareholders 

Only persons who are registered on our register of shareholders and, in cases in which the person so 

registered is CDP, the persons named as the depositors in the depository register maintained by CDP for 

the ordinary shares, are recognised as our shareholders. We will not, except as required by law, 

recognise any equitable, contingent, future or partial interest in any ordinary share or other rights for any 

ordinary share other than the absolute right thereto of the registered holder of that ordinary share or of 

the person whose name is entered in the depository register for that ordinary share. We may close our 

register of shareholders for any time or times if we provide the ROC with at least 14 days’ notice and the 

SGX-ST at least ten clear market days’ notice. However, the register may not be closed for more than 30 

days in aggregate in any calendar year. We typically close the register to determine our shareholders’ 

entitlement to receive dividends and other distributions. 

B-1


TO SHARES 

Transfer of Ordinary Shares 

There is no restriction on the transfer of fully paid ordinary shares except where required by law or the 

listing rules or the rules or bye-laws of SGX-ST. Our Board of Directors may decline to register any 

transfer of ordinary shares which are not fully paid-up shares or ordinary shares on which we have a lien. 

Ordinary shares may be transferred by a duly signed instrument of transfer in a form approved by SGX- 

ST. Our Board of Directors may also decline to register any instrument of transfer unless, among other 

things, it has been duly stamped and is presented for registration together with the share certificate and 

such other evidence of title as they may require. We will replace lost or destroyed certificates for ordinary 

shares if we are properly notified and the applicant pays a fee which will not exceed $2.00 and furnishes 

any evidence and indemnity that our Board of Directors may require. 

General Meetings of Shareholders 

We are required to hold an annual general meeting every year. Our Board of Directors may convene an 

extraordinary general meeting whenever it thinks fit and must do so if our shareholders representing not 

less than ten per cent. of the total voting rights of all our shareholders request in writing that such a 

meeting be held. In addition, two or more of our shareholders holding not less than ten per cent. of our 

issued share capital may call a meeting. Unless otherwise required by law or by our Articles, voting at 

general meetings is by ordinary resolution, requiring an affirmative vote of a simple majority of the votes 

cast at that meeting. An ordinary resolution suffices, for example, for the appointment of directors. A 

special resolution, requiring the affirmative vote of at least 75 per cent. of the votes cast at the meeting, 

is necessary for certain matters under Singapore law, including voluntary winding up, amendments to our 

Memorandum of Association and our Articles, a change of our corporate name and a reduction in our 

share capital, share premium account or capital redemption reserve fund. We must give at least 21 days’ 

notice in writing for every general meeting convened for the purpose of passing a special resolution. 

Ordinary resolutions generally require at least 14 days’ notice in writing. The notice must be given to 

every shareholder who has supplied the Company with an address in Singapore for the giving of notices 

and such notice must set forth the place, the day and the hour of the meeting and, in the case of special 

business, the general nature of that business. 

Voting Rights 

A holder of our ordinary shares is entitled to attend, speak and vote at any general meeting, in person or 

by proxy. A proxy need not be a shareholder. A person who holds ordinary shares through the SGX-ST 

book-entry settlement system will only be entitled to vote at a general meeting as a shareholder if his 

name appears on the depository register maintained by CDP 48 hours before the general meeting. 

Except as otherwise provided in our Articles, two or more shareholders must be present in person or by 

proxy to constitute a quorum at any general meeting. Under our Articles, on a show of hands, every 

shareholder present in person and by proxy shall have one vote (provided that in the case of a 

shareholder who is represented by two proxies, only one of the two proxies as determined by that 

shareholder or, failing such determination, by the Chairman of the meeting in his sole discretion, shall be 

entitled to vote on a show of hands), and on a poll, every shareholder present in person or by proxy shall 

have one vote for each ordinary share which he holds or represents. A poll may be demanded in certain 

circumstances, including by the Chairman of the meeting or by any shareholder present in person or by 

proxy and representing not less than ten per cent. of the total voting rights of all shareholders having the 

right to attend and vote at the meeting or by any two shareholders present in person or by proxy and 

entitled to vote. In the case of a tie vote, whether on a show of hands or a poll, the Chairman of the 

meeting shall be entitled to a casting vote. 

B-2


TO SHARES 

Dividends 

We may, by ordinary resolution of our shareholders, declare dividends at a general meeting, but we may 

not pay dividends in excess of the amount recommended by our Board of Directors. We must pay all 

dividends out of our profits; however, we may capitalise our share premium account and apply it to pay 

dividends, if such dividends are satisfied by the issue of shares to our shareholders. See “Bonus and 

Rights Issue” below. All dividends are paid pro-rata amongst our shareholders in proportion to the 

amount paid up on each shareholders’ ordinary shares, unless the rights attaching to an issue of any 

ordinary share provide otherwise. Unless otherwise directed, dividends are paid by cheque or warrant 

sent through the post to each shareholder at his registered address. Notwithstanding the foregoing, the 

payment by us to CDP of any dividend payable to a shareholder whose name is entered in the 

depository register shall, to the extent of payment made to CDP, discharge us from any liability to that 

shareholder in respect of that payment. 

Bonus and Rights Issue 

Our Board of Directors may, with the approval of our shareholders at a general meeting, capitalise any 

reserves or profits (including profits or moneys carried and standing to any reserve or to the share 

premium account) and distribute the same as bonus shares credited as paid-up to our shareholders in 

proportion to their shareholdings. Our Board of Directors may also issue rights to take up additional 

ordinary shares to other shareholders in proportion to their shareholdings. Such rights are subject to any 

conditions attached to such issue and the regulations of any stock exchange on which we are listed. 

Take-overs 

The Companies Act and the Singapore Code on Take-overs and Mergers (“Singapore Take-over Code”) 

regulate the acquisition of ordinary shares of public companies and contain certain provisions that may 

delay, deter or prevent a future take-over or change in control of our Company. Any person acquiring an 

interest, either on his own or together with parties acting in concert with him, in 30 per cent. or more of 

our voting shares must extend a take-over offer for the remaining voting shares in accordance with the 

provisions of the Singapore Take-over Code. “Parties acting in concert” includes a company and its 

related and associated companies, a company and its directors (including their relatives), a company and 

its pension funds, a person and any investment company, unit trust or other fund whose investment such 

person manages on a discretionary basis, and a financial adviser and its client in respect of shares held 

by the financial adviser on a discretionary basis. An offer for consideration other than cash must be 

accompanied by a cash alternative of not less than the highest price paid by the offeror or parties acting 

in concert with the offeror within the preceding six months. A mandatory take-over offer is also required 

to be made if a person holding, either on his own or together with parties acting in concert with him, 

between 30 per cent. and 50 per cent. of the voting shares, acquires additional voting shares 

representing more than one per cent. of the voting shares in any 6-month period. 

Liquidation or Other Return of Capital 

If we liquidate or in the event of any other return of capital, holders of our ordinary shares will be entitled 

to participate in any surplus assets in proportion to their shareholdings, subject to any special rights 

attaching to any other class of shares. 

Indemnity 

As permitted by Singapore law, our Articles provide that, subject to the Companies Act, our Board of 

Directors and officers shall be entitled to be indemnified by us against any liability incurred in defending 

any proceedings, whether civil or criminal, which relate to anything done or omitted to have been done as 

an officer, director or employee and in which judgment is given in their favour or in which they are 

acquitted or in connection with any application under any statute for relief from liability in respect thereof 

in which relief is granted by the court. We may not indemnify our Directors and officers against any 

liability which by law would otherwise attach to them in respect of any negligence, default, breach of duty 

or breach of trust of which they may be guilty in relation to us. 

B-3


TO SHARES 

Limitations on Rights to Hold or Vote Shares 

Except as described in “Voting Rights” and “Take-overs” above, there are no limitations imposed by 

Singapore law or by our Articles on the rights of non-resident shareholders to hold or vote ordinary 

shares. 

Minority Rights 

The rights of minority shareholders of Singapore-incorporated companies are protected under Section 

216 of the Companies Act, which gives the Singapore courts a general power to make any order, upon 

application by any of our shareholders, as they think fit to remedy any of the following situations: 

� our affairs are being conducted or the powers of our Board of Directors are being exercised in a 

manner oppressive to, or in disregard of the interests of, one or more of the shareholders; or 

� we take an action, or threaten to take an action, or our shareholders pass a resolution, or propose 

to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or 

more of our shareholders, including the applicant. 

Singapore courts have a wide discretion as to the reliefs they may grant and those reliefs are in no way 

limited to those listed in the Companies Act itself. Without prejudice to the foregoing, Singapore courts 

may: 

� direct or prohibit any act or cancel or vary any transaction or resolution; 

� regulate the conduct of our affairs in the future; 

� authorise civil proceedings to be brought in our name, or on our behalf, by a person or persons 

and on such terms as the court may direct; 

� provide for the purchase of a minority shareholder’s shares by our other shareholders or by us 

and, in the case of a purchase of shares by us, a corresponding reduction of our share capital; 

� in the case of a purchase of shares by the company, provide for a reduction accordingly of the 

company’s capital; or 

� provide that we be wound up. 

B-4


RELATING TO TAXATION 

The following is a discussion of certain tax matters relating to Singapore income tax, capital gains tax, 

stamp duty and estate duty consequences in relation to the purchase, ownership and disposal of our 

Shares. The discussion is limited to a general description of certain tax consequences in Singapore with 

respect to ownership of our Shares by Singapore investors, and does not purport to be a comprehensive 

nor exhaustive description of all of the tax considerations that may be relevant to a decision to purchase 

our Shares. The laws, regulations and interpretations, however, may change at any time, and any 

change could be retroactive to the date of issuance of our Shares. These laws and regulations are also 

subject to various interpretations and the relevant tax authorities or the courts of Singapore could later 

disagree with the explanations or conclusions set out below. 

Prospective purchasers of our Shares should consult their tax advisors concerning the tax 

consequences of owning and disposing our Shares. Neither our Company, our Directors nor any 

other persons involved in this Invitation accepts responsibility for any tax effects or liabilities 

resulting from the subscription, purchase, holding or disposal of our Shares. 

INCOME TAX 

Scope of Tax 

Singapore resident taxpayers, including individuals who are Singapore tax-resident, are subject to 

Singapore income tax on all Singapore source income and on foreign source income received or 

deemed received in Singapore (unless specifically exempted). 

An individual is regarded as tax resident in Singapore for a year of assessment if, in the preceding year, 

he was physically present or had exercised employment in Singapore (other than as a director of a 

company) for 183 or more days, or he resides in Singapore. 

Non-Singapore resident individuals are subject to Singapore income tax only on Singapore source 

income. 

Corporate taxpayers are generally subject to Singapore income tax on all Singapore source income, and 

on foreign source income received or deemed received in Singapore (unless specifically exempted). 

Rates of Tax 

75% of the first $10,000 of a company’s normal chargeable income (excluding Singapore dividends), and 

50% of the next $90,000 is exempt from corporate tax with effect from the Year of Assessment 2002. 

The remaining chargeable income (after the tax exemption) is subject to tax at the prevailing corporate 

tax rate. 

The prevailing corporate tax rate for Year of Assessment 2004 (financial year ended in 2003) is 22%. The 

corporate tax rate for Year of Assessment 2005 (financial year ended in 2004) is 20%. 

Singapore tax-resident individuals are generally subject to tax based on a progressive scale. The top 

marginal rate for Year of Assessment 2004 (basis period calendar year 2003) is also 22%. The 

Government will lower the top marginal rate for resident individuals to 21% in Year of Assessment 2006 

and then to 20% in Year of Assessment 2007. 

Non-Singapore resident individuals are generally subject to tax at a rate equivalent to the prevailing 

corporate tax rate. 

C-1



Dividend Distributions 

– Franked Dividends 

Up to 31 December 2002, Singapore adopted a full imputation system. Under this system, 

dividends paid by a Singapore tax resident company are franked by the Singapore income tax that 

the company paid on its profits. These franked dividends are taxable in the hands of shareholders 

and they can claim the tax credits attached to the dividends as a set-off against their final tax 

payable in Singapore. Singapore tax resident companies which have unutilised franking credits as 

at 31 December 2002 are, however, given a 5 year transition period from 1 January 2003 to 31 

December 2007 to use these credits to frank dividends. They are allowed to continue to pay 

dividends under the imputation system during this period, subject to the availability of franking 

credits. Shareholders will continue to receive these dividends with tax credits attached. 

– One-tier Exempt Dividends 

A one-tier system takes effect from 1 January 2003 under which the tax collected on corporate 

profits is final and Singapore dividends are tax exempt in the hands of all shareholders. There will 

be no tax credits attached to such dividends (known as unfranked dividends). 

Our Company falls under the one-tier system. Thus our normal dividends will be tax exempt to all 

Shareholders. The dividends will be unfranked with no tax credit attached. 

– Withholding Taxes 

No withholding tax is imposed for dividend payments made to non-resident shareholders. 

CAPITAL GAINS TAX 

There is no tax on capital gains in Singapore. 

Thus any gains derived from the disposal of our Shares acquired for long-term investment will not be 

taxable in Singapore. 

On the other hand, where the taxpayer is deemed by the Inland Revenue Authority of Singapore to be 

carrying on a trade or business of dealing in shares in Singapore, gains from disposal of shares are of 

an income nature (rather than capital gains) and thus subject to Singapore income tax. 

However, there are no specific laws or regulations which deal with the characterisation of capital gains, 

and hence, gains may be construed to be of an income nature and subject to tax especially if they arise 

from activities which the Inland Revenue Authority of Singapore regards as the carrying on of a trade in 

Singapore. 

Any profits from the disposal of our Shares are not taxable in Singapore unless the seller is regarded as 

having derived gains of an income nature, in which case, the disposal profit would be taxable. 

STAMP DUTY 

No stamp duty is payable on the subscription and issuance of our Shares. 

Where existing Shares evidenced in certificated form are acquired in Singapore, stamp duty is payable 

on the instrument of transfer of the Shares at the rate of $2.00 for every $1,000 or any part thereof of the 

consideration for, or market value of the Shares, whichever is higher. The purchaser is liable for stamp 

duty, unless otherwise agreed. 

No stamp duty is payable if no instrument of transfer is executed (such as in the case of scripless shares, 

the transfer of which does not require instruments of transfer to be executed) or if the instrument of 

transfer is executed outside Singapore. However, stamp duty may be payable if the instrument of transfer 

which is executed outside Singapore is subsequently received in Singapore. 

C-2



ESTATE DUTY 

Estate duty is levied on the worldwide estate of an individual domiciled in Singapore, subject to 

exemptions of $9 million in respect of residential property, $600,000 in respect of all movable property, 

and balances in the Central Provident Fund account. 

For an individual not domiciled in Singapore, estate duty is levied only in respect of immovable property 

situated in Singapore. 

Our Shares are considered to be movable property situated in Singapore as we are incorporated in 

Singapore. Accordingly, our Shares held by an individual domiciled in Singapore are subject to 

Singapore estate duty upon such individual’s death. 

Individuals domiciled in Singapore should consult their tax advisers regarding the estate duty 

consequences of owning our Shares in the light of their total assets and possessions, and personal 

circumstances. 

GOODS AND SERVICES TAX (“GST”) 

The sale of our Shares by an investor belonging in Singapore to another person belonging in Singapore 

is an exempt sale not subject to GST. Any GST directly or indirectly incurred by the investor in respect of 

this exempt sale is a cost to the investor. 

Where our Shares are sold by a GST-registered investor to a person belonging outside Singapore, the 

sale is a taxable sale subject to GST at zero-rate. Any GST incurred by the investor in the making of this 

sale, if the same is a supply in the course of furtherance of a business, is claimable as a refund from the 

Comptroller of GST. 

Services such as brokerage, handling and clearing services rendered by a GST-registered person to an 

investor belonging in Singapore in connection with the investor’s purchase, sale or holding of our Shares 

will be subject to GST at the current rate of 5%. Similar services rendered to an investor belonging 

outside Singapore are subject to GST at zero-rate. 

C-3

APPENDIX D : EXTRACTS OF ARTICLES OF ASSOCIATION OF OUR COMPANY 

Reproduced below are extracts from the Articles of Association of our Company relating to, inter alia, the 

rights, preferences and restrictions on the transferability of our shares and the voting and other rights of 

our Shareholders, and the borrowing and other powers of our Directors. We have also included 

provisions from our Articles of Association pertaining to changes in the capital of our Company. The 

extracts only provide a summary of the above matters, and are qualified in their entirety by our 

Memorandum and Articles of Association, a copy of which is available for inspection at the registered 

office of our Company in accordance with paragraph 47 of the General and Statutory Information section 

on page 144 of this Prospectus. 

Provisions relating to transferability of our Shares 

Article 28 

(1) There shall be no restriction on the transfer of fully paid up shares (except where required by law, 

the listing rules of any stock exchange upon which the shares of the Company may be listed or the 

rules and/or bye-laws governing any stock exchange upon which the shares of the Company may 

be listed) but the Directors may in their discretion decline to register any transfer of shares upon 

which the Company has a lien and in the case of shares not fully paid-up may refuse to register a 

transfer to a transferee of whom they do not approve, PROVIDED ALWAYS THAT in the event of 

the Directors refusing to register a transfer of shares, they shall within ten market days beginning 

with the day on which the application for a transfer of shares was made, serve a notice in writing to 

the applicant stating the facts which are considered to justify the refusal as required by the 

Statutes. 

(2) The Directors may in their sole discretion refuse to register any instrument of transfer of shares 

unless: 

(a) all or any part of the stamp duty (if any) payable on each share certificate and such fee not 

exceeding $2 as the Directors may from time to time require, is paid to the Company in 

respect thereof; 

(b) the instrument of transfer is deposited at the Office or at such other place (if any) as the 

Directors may appoint accompanied by the certificates of the shares to which it relates, and 

such other evidence as the Directors may reasonably require to show the right of the 

transferor to make the transfer and, if the instrument of transfer is executed by some other 

person on his behalf, the authority of the person to do so; 

(c) the instrument of transfer is in respect of only one class of shares; and 

(d) the amount of the proper duty with which each share certificate to be issued in 

consequence of the registration of such transfer is chargeable under any law for the time 

being in force relating to stamps is tendered. 

(3) The provisions in these Articles relating to the transfer of shares shall not apply to any transactions 

affecting book-entry securities (as defined in the Act). 

Article 29 

Every transfer shall be in writing in the form approved by the Directors and in the event of the Company 

being listed on the Singapore Exchange, by the Singapore Exchange. Every instrument of transfer must 

be in respect of only one class of shares and must be duly stamped in accordance with any applicable 

law for the time being in force relating to stamp duty and shall be left at the Office accompanied by the 

certificate of the shares to be transferred and such other evidence (if any) as the Directors may 

reasonably require to show the right of the transferor to make the transfer. 

D-1


Article 30 

The instrument of transfer of any share shall be executed by or on behalf of both the transferor and the 

transferee and be witnessed, PROVIDED ALWAYS THAT the Depository shall not be required to sign, as 

transferee, any transfer form relating to the transfer of shares to it and PROVIDED FURTHER THAT, at 

the discretion of the Directors, the signature of any other transferee may be dispensed with. The 

transferor shall be deemed to remain the holder of the share until the name of the transferee is entered 

in the Register of Members in respect thereof. 

Article 31 

The Company shall be entitled to charge a fee not exceeding $2.00 for each instrument of transferor in 

the event of the Company being listed on the Singapore Exchange, such other sum as may from time to 

time be prescribed by the Singapore Exchange on the registration of every transfer. 

Article 32 

The Directors may decline to register any transfer unless all the preceding requirements are fully 

complied with. All instruments of transfer which are registered may be retained by the Company. 

Article 33 

The registration of transfers may be suspended at such times and for such periods as the Directors may 

from time to time determine; PROVIDED ALWAYS THAT such registration shall not be suspended for 

more than thirty days in any year. 

Provisions relating to voting rights of our Shareholders 

Article 66 

(1) Subject to any rights or restrictions for the time being attached to any class or classes of shares, 

every Member present in person and each proxy and each attorney shall have one vote on a show 

of hands and on a poll, every Member present in person or by proxy shall have one vote for each 

share which he holds or represents PROVIDED THAT a Depositor shall only be entitled to attend 

any general meeting and to speak and vote thereat if his name appears on the Depository 

Register forty-eight hours before the general meeting as a Depositor on whose behalf the 

Depository holds shares in the Company, the Company being entitled then to deem each such 

Depositor as holding such number of shares as is actually credited to the Securities Account of the 

Depositor as at such time, according to the records of the Depository as supplied by the 

Depository to the Company, or where a Depositor has appointed a proxy, such proxy as 

representing such number of shares. 

(2) Where the shares of the Company are of different monetary denominations, a unit of capital in 

each such class of shares shall, when reduced to a common denominator, carry the same voting 

power when such right is exercisable. 

Article 67 

On a poll a Member entitled to more than one vote need not, if he votes, use all his votes or cast all the 

votes he uses in the same way. 

Article 68 

In the case of joint holders any one of such persons may vote, but if more than one of such persons be 

present at a meeting, the vote of the senior who tenders a vote whether in person or by proxy shall be 

accepted to the exclusion of the votes of the other joint holder; and for this purpose seniority shall be 

determined by the order in which the names stand in the Register of Members. 

D-2


Article 69 

A person of unsound mind, or in respect of whom an order has been made by any court having 

jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, 

curator bonis, or other legal curator and such last-mentioned persons may give their votes either 

personally or by proxy. 

Article 70 

No Member shall be entitled to vote at any general meeting unless all calls or other sums presently 

payable by him in respect of shares held by him in the Company, whether in his own name or in a 

Securities Account, and whether alone or jointly with any other person, have been paid. 

Article 71 

(1) A Member may appoint not more than two proxies to attend and vote at the same general meeting. 

(2) Where the Member appoints more than one proxy to attend and vote at the same general meeting 

he shall specify on each instrument of proxy the number of shares in respect of which the 

appointment is made, failing which, the appointment shall be deemed to be in the alternative. 

(3) No instrument appointing a proxy of a Depositor shall be rendered invalid merely by reason of any 

discrepancy between the Depositor’s shareholding specified in the instrument of proxy, or where 

the same has been apportioned between two proxies the aggregate of the proportions of the 

Depositor’s shareholding they are specified to represent, and the true balance standing to the 

Securities Account ‘of the Depositor as appears on the Depository Register forty-eight hours 

before the general meeting. In the event of such discrepancy, the Directors shall be entitled to 

deem such Proxy to represent the true balance standing to the Securities Account of the Depositor 

as appears on the Depository Register forty-eight hours before the general meeting, or where two 

proxies have been appointed by such Depositor, to apportion the said number of shares standing 

to his Securities Account between the two proxies in the same proportion as specified by the 

Depositor in appointing the proxies. 

(4) A proxy or representative need not be a Member. 

(5) The instrument appointing a proxy shall be deemed to confer authority to demand or join in 

demanding a poll. 

Article 72 

The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is 

signed, or a notarially certified copy of that power or authority shall be deposited at the Office not less 

than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person 

named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as 

valid PROVIDED THAT the Directors shall be entitled to reject any instrument of proxy lodged by any 

Depositor whose name does not appear on the Depository Register as a Depositor on whose behalf the 

Depository holds shares in the Company forty-eight hours before the general meeting at which the proxy 

is to act. 

Article 73 

An instrument appointing a proxy or representative shall be in writing in the common form or any other 

form approved by the Directors and: 

(1) in the case of an individual, shall be signed by the appointor or by his attorney; and 

(2) in the case of a corporation, shall be either under its common seal or signed by its attorney or by 

an officer on behalf of the corporation. 

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Article 74 

In the event that forms of proxy are sent to Members of the Company together with any notice of 

meeting, the accidental omission to include the form of proxy to, or the non-receipt of such form of proxy 

by any person entitled to receive a notice of meeting shall not invalidate any resolution passed or any 

proceeding at any such meeting. 

Article 75 

Any corporation which is a Member of the Company may by resolution of its directors or other governing 

body authorise such person as it thinks fit to act as its representative at any meeting of the Company or 

of any class of Members of the Company, and the person so authorised shall be entitled to exercise the 

same powers on behalf of the corporation which he represents as that corporation could exercise if it 

were an individual Member of the Company. 

Provisions relating to the dividend rights of our Shareholders 

Article 35 

A person entitled to a share by transmission shall be entitled to receive, and may give a discharge for, 

any dividends or other moneys payable in respect of the share, but he shall not be entitled in respect of it 

to receive notice of or to attend or vote at meetings of the Company or, save as aforesaid, to exercise 

any of the rights or privileges as a Member unless and until he shall become a Member in respect of the 

share. 

Article 110 

Subject to any preferential or other special rights for the time being attached to any special class of 

shares, the profits of the Company which it shall from time to time determine to distribute by way of 

dividend shall be applied in payment of dividends upon the shares of the Company in proportion to the 

amounts paid up or credited as paid up thereon respectively otherwise than in advance of calls 

PROVIDED THAT where a Member is a Depositor, the Company shall be entitled to pay any dividends 

payable to such Member to the Depository and, to the extent of the payment made to the Depository, the 

Company shall be discharged from any and all liability in respect of that payment. 

Article 111 

The Directors may, with the sanction of a general meeting, from time to time declare dividends, but no 

such dividend shall be payable except out of the profits of the Company. The Directors may, if they think 

fit, from time to time declare and pay to the Members such interim dividends as appear to them to be 

justified by the position of the Company, and may also from time to time if in their opinion such payment 

is so justified, pay any preferential dividends which by the terms of issue of any shares are made payable 

on fixed dates. No higher dividend shall be paid than is recommended by the Directors, and the 

declaration of the Directors as to the amount of the net profits shall be conclusive. 

Article 112 

The Directors may deduct from any dividend payable to any Member all sums of money (if any) presently 

payable by him to the Company on account of calls or otherwise in relation to the shares of the 

Company. 

Article 113 

Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly 

or partly by the distribution of specific assets and in particular of paid up shares, debentures or 

debenture stock of any other company or in any one or more of such ways, and the Directors shall give 

effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may 

settle the same as they think expedient, and in particular may issue fractional certificates and fix the 

value for distribution of such specific assets or any part thereof and may determine that cash payments 

shall be made to any member upon the footing of the value so fixed in order to adjust the rights of all 

parties, and may vest any such specific assets in trustees as may seem expedient to the Directors. 

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Article 114 

The Directors may, before recommending any dividend, set aside out of the profits of the Company such 

sums as they think proper as a reserve or reserves, which shall at the discretion of the Directors be 

applicable for meeting contingencies, or for repairing or maintaining any works connected with the 

business of the Company, or for equalising dividends, or for distribution by way of special dividend or 

bonus, or may be applied for such other purposes for which the profits of the Company may lawfully be 

applied as the Directors may think expedient in the interests of the Company, and pending such 

application the Directors may employ the sums from time to time so set apart as aforesaid in the 

business of the Company or invest the same in such securities, other than the shares of the Company, 

as they may select. The Directors may also from time to time carry forward such sums as they may deem 

expedient in the interests of the Company. 

Article 115 

Every dividend warrant may, unless otherwise directed, be sent by post to the last registered address of 

the Member entitled thereto, and the receipt of the person, whose name at the date of the declaration of 

the dividend appears on the Register of Members as the owner of any share or, in the case of joint 

holders, of any one of such joint holders, shall be a good discharge to the Company for all payments 

made in respect of such share. No unpaid dividend or interest shall bear interest as against the 

Company. 

Provision relating to the right of our Shareholders to share in our Company’s profits 

Article 116 

The Company in general meeting may at any time and from time to time pass a resolution that any sum 

not required for the payment or provision of any fixed preferential dividend, and (1) for the time being 

standing to the credit of any reserve of the Company, including premiums received on the issue of any 

shares or debentures of the Company, or (2) being undivided net profits in the hands of the Company, be 

capitalised, and that such sum be appropriated as capital to and amongst the ordinary shareholders in 

the proportions in which they would have been entitled thereto if the same had been distributed by way of 

dividend on the ordinary shares, and in such manner as the resolution may direct, and such resolution 

shall be effective; and the Directors shall in accordance with such resolution apply such sum in paying up 

in full any unissued shares or debentures of the Company on behalf of the ordinary shareholders 

aforesaid, and appropriate such shares or debentures and distribute the same credited as fully paid up to 

and amongst such shareholders in the proportions aforesaid in satisfaction of the shares and interests of 

such shareholders in the said capitalised sum or shall apply such sum or any part thereof on behalf of 

the shareholders aforesaid in paying up the whole or part of any uncalled balance which shall for the 

time being be unpaid in respect of any issued ordinary shares held by such shareholders or otherwise 

deal with such sum as directed by such resolution. Where any difficulty arises in respect of any such 

distribution, the Directors may settle the same as they think expedient, and in particular they may issue 

fractional certificates, fix the value for distribution of any fully paid-up shares or debentures, make cash 

payments to any shareholders on the footing of the value so fixed in order to adjust rights, and vest any 

such shares or debentures in trustees upon such trust for the persons entitled to share in the 

appropriation and distribution as may seem just and expedient to the Directors. Where deemed requisite 

a proper contract for the allotment and acceptance of any shares to be distributed as aforesaid shall be 

delivered to the Registrar of Companies for registration in accordance with Section 63 of the Act and the 

Directors may appoint any person to sign such contract on behalf of the persons entitled to share in the 

appropriation and distribution and such appointment shall be effective. 

Provision relating to the right of our Shareholders to share in any surplus in the event of 

liquidation 

Article 125 

If the Company shall be wound up, the liquidators may, with the sanction of a special resolution, divide 

among the Members in specie any part of the assets of the Company and any such division may be 

otherwise than in accordance with the existing rights of the Members, but so that if any division is 

resolved on otherwise than in accordance with such rights the Members shall have the same right of 

dissent and consequential rights as if such resolution were a special resolution passed pursuant to 

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Section 306 of the Act. A special resolution sanctioning a transfer or sale to another company duly 

passed pursuant to the said section may in like manner authorise the distribution of any shares or other 

consideration receivable by the liquidators amongst the Members otherwise than in accordance with their 

existing rights, and any such determination shall be binding upon all the Members subject to the right of 

dissent and consequential rights conferred by the said Section. 

Provisions relating to the liability of our Shareholders to further capital calls by our Company 

Article 19 

No Member shall be entitled to receive any dividend or to exercise any privilege as a Member until he 

shall have paid all calls for the time being due and payable on every share held by him and whether 

alone or jointly with any other person, together with interest and expenses (if any). 

Article 20 

The Directors may, subject to the provisions of these Articles, from time to time make such calls upon the 

Members in respect of all moneys unpaid on their shares as they think fit; PROVIDED ALWAYS THAT 

fourteen days’ notice at least is given of each call and each Member shall be liable to pay the amount of 

every call so made upon him to the persons, by the instalments (if any) and at the times and places 

appointed by the Directors. 

Article 21 

A call shall be deemed to have been made at the time when the resolution of the Directors authorising 

such call was passed. 

Article 22 

The joint holders of a share shall be jointly and severally liable to pay all calls and instalments in respect 

thereof. 

Article 23 

If before or on the day appointed for payment thereof a call or instalment payable in respect of a share is 

not paid, the person from whom the same is due shall pay interest on the amount of the call or 

instalment at such rate as the Directors shall fix from the day appointed for payment thereof to the time 

of actual payment, but the Directors may waive payment of such interest wholly or in part. 

Article 24 

Any Member may pay to the Company and the Directors may, if they think fit, receive from any Member 

willing to advance the same, all or any part of the monies for the time being remaining uncalled on his 

shares but the monies so paid in advance shall not, whilst carrying interest, confer a right to participate in 

the profits of the Company. 

Article 25 

In respect of any monies paid in advance of any call, or so much thereof as exceeds the amount for the 

time being called up on the shares in respect of which such advance has been made, the Directors may 

pay or allow such interest as may be agreed between them and such Member, in addition to the dividend 

payable upon such part of the share in respect of which such advance has been made as is actually 

called up. 

Article 26 

Any sum which by the terms of allotment of a share is made payable upon allotment or at any fixed date, 

whether on account of the amount of the share or by way of premium, shall, for all purposes of these 

Articles, be deemed to be a call duly made and payable on the date fixed for payment, and in case of 

non-payment the provisions of these Articles as to payment of interest and expenses, forfeiture and the 

like, and all the relevant provisions of these Articles, shall apply as if such sum were a call duly made 

and notified as hereby provided. 

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Article 27 

The Directors may, from time to time, make arrangements on the issue of shares for a difference 

between the holders of such shares in the amount of calls to be paid and in the time of payment of such 

calls. 

Provision relating to the Company’s right of repurchase of its Shares 

Article 4 

Subject to the provisions of the Act, the Company may purchase any of its own ordinary shares. 

Provisions relating to the right of our Company to issue shares with preferred, deferred or other 

special rights or restrictions 

Article 5 

Without prejudice to any special rights previously conferred on the holders of any existing shares or class 

of shares, any share in the Company may be issued with such preferred, deferred or other special rights 

or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Company 

may from time to time by ordinary resolution determine; PROVIDED ALWAYS THAT the total nominal 

value of issued preference shares shall not at any time exceed the total nominal value of issued ordinary 

shares of the Company. 

Article 6 

Subject to Section 70 of the Act, any preference shares may be issued on the terms that they are, or at 

the option of the Company are liable, to be redeemed. The Company shall also have the power to issue 

further preference shares ranking equally with or in priority to any preference shares already issued. 

Article 7 

Holders of preference shares shall have the same rights as ordinary shareholders as regards receiving 

notices, reports and balance sheets, and attending general meetings of the Company. They shall have 

the right to vote at any meeting convened for the purpose of reducing the capital or winding up or 

sanctioning a sale of the undertaking, or where the proposition to be submitted to the meeting directly 

affects their rights and privileges, or when the dividends on the preference shares are in arrears for more 

than six months. 

Article 8 

The repayment of preference capital other than redeemable preference capital, or any alteration of 

preference shareholders’ rights, may only be made pursuant to a special resolution of the preference 

shareholders concerned; PROVIDED ALWAYS THAT where the necessary majority for such a special 

resolution is not obtained at the meeting, consent in writing, if obtained from the holders of three-fourths 

of the preference shares concerned within two months of the meeting, shall be as valid and effectual as 

a special resolution carried at the meeting. 

Article 9 

The rights conferred upon the holders of the shares of any class issued with preferred or other rights 

shall not unless otherwise expressly provided by the terms of issue of the shares of that class be 

deemed to be varied by the creation or issue of further shares ranking pari passu therewith. 

Provision relating to the modification of the rights of our Shareholders 

Article 52 

Subject to the provisions of Section 74 of the Act, all or any of the rights, privileges or conditions for the 

time being attached or belonging to any class of shares for the time being forming part of the share 

capital of the Company may from time to time be modified, affected, varied, extended or surrendered in 

any manner with the consent in writing of the holders of not less than three-fourths of the issued shares 

of that class or with the sanction of a special resolution passed at a separate meeting of the Members of 

that class To any such separate meeting all the provisions of these Articles as to general meetings of the 

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Company shall mutatis mutandis apply, but so that the necessary quorum shall be Members of the class 

holding or representing by proxy one-third of the share capital paid or credited as paid on the issued 

shares of the class, and every holder of shares of the class in question shall be entitled on a poll to one 

vote for every such share held by him. 

Provisions relating to the voting rights of our Directors 

Article 79 

Any Director may from time to time and at any time appoint any person (not disapproved by a majority of 

the other Directors for the time being and who shall not be a person who is already a Director of the 

Company and who is not already an alternate Director of the Company) to be alternate Director of the 

Company, and may at any time remove the alternate Director so appointed by him from office. An 

alternate Director so appointed shall be entitled to receive remuneration from the Company and to 

receive notices of and attend all meetings of the Directors, and to vote as a Director at any such meeting 

at which the Director appointing him is not present, and generally in the absence of his appointor to 

perform all the functions of his appointor as a Director. Any fee paid by the Company to the alternate 

Director shall be deducted from the remuneration payable to his appointor. All appointments and 

removals of alternate Directors made by any Director in pursuance of the provisions of this Article shall 

be in writing under the hand of the Director making the same and left at the Office. The nomination of an 

alternate Director shall be valid if made by cable or telegram; PROVIDED ALWAYS THAT such 

nomination shall be confirmed within three months from the date of such cable or telegram by a written 

nomination complying with the abovementioned requirements, and any act done by the alternate Director 

nominated in such cable or telegram between the date thereof and the date of the receipt within the 

prescribed period by the Company of the written nomination shall be as valid and effectual as if such 

alternate Director had been duly appointed in the first instance, whether such written nomination shall be 

received by the Company within the prescribed period or not. 

Article 83 

The Directors may from time to time elect one of their body to be Chairman of the Company, another of 

their body to be Deputy Chairman of the Company and another of their body to be Vice-Chairman of the 

Company in each case for a fixed term not exceeding five years or without any limitation as to the period 

for which any such Director is to hold the office to which he is appointed and on such terms as they think 

fit. Without prejudice to any claim a Director so appointed to anyone of these offices may have for 

damages for breach of any contract of service between him and the Company, his appointment shall be 

subject to determination ipso facto if he ceases from any cause to be a Director, or if the Directors 

resolve that his term of office be determined. A Director holding any such office as aforesaid shall receive 

such remuneration as the Directors may determine but shall not under any circumstances be 

remunerated by a commission on or percentage of turnover. 

Article 84 

The Directors may from time to time and at any time appoint one or more of their body to be Managing 

Director or Managing Directors (or the equivalent) for a term not exceeding five years upon such terms 

and at such remuneration (whether by way of salary or commission or participation in profits, or by any or 

all of these modes or otherwise) as they may think fit, and a Director so appointed shall not, during his 

initial term of engagement as Managing Director (or the equivalent) be subject to retirement by rotation 

and he shall not be taken into account in determining the rotation of retirement of Directors or the 

number of Directors to retire, but he shall, subject to the provisions of any contract between him and the 

Company, be subject to the same provisions as to resignation and removal as the other Directors of the 

Company, and if he ceases to hold the office of Director he shall ipso facto and immediately cease to be 

a Managing Director (or the equivalent). A Managing Director (or the equivalent) shall at all times be 

subject to the control of the Directors. 

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Article 85 

The Directors may from time to time and at any time by power of attorney appoint any company, firm or 

person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or 

attorneys of the Company for such purposes and with such powers, authorities and discretions (not 

exceeding those vested in or exercisable by the Directors under these Articles) and for such period and 

subject to such conditions as they may think fit, and any such power of attorney may contain such 

provisions for the protection and convenience of persons dealing with any such attorney as the Directors 

may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities 

and discretions vested in him. 

Article 90 

A Director may contract with and be interested in any transaction or proposed contract transaction with 

the Company and shall not be liable to account for any profit made by him by reason of any such 

contract; PROVIDED ALWAYS THAT the nature of the interest of the Director in any such contract be 

declared at a meeting of the Directors as required by Section 156 of the Act. No Director shall vote as a 

Director in respect of any contract or arrangement in which he is interested, whether directly or indirectly, 

although he shall be counted in the quorum present at the meeting. 

Article 100 

The Directors may meet together for the despatch of business adjourn, and otherwise regulate their 

meetings, as they think fit The quorum necessary for the transaction of business may be fixed by the 

Directors, and unless so fixed shall be two. Questions arising at any meeting shall be decided by a 

majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote except 

when only two Directors are present and form a quorum or only two are competent to vote on the 

question at issue. 

Article 101 

The meetings of Directors shall be presided over by the Chairman and in his absence by the Deputy 

Chairman or in the absence of both the Chairman and the Deputy Chairman by the Vice-Chairman. If at 

any meeting the Chairman, the Deputy Chairman and the Vice-Chairman shall not be present within 

fifteen minutes after the time appointed for holding the same, the Directors present may choose one of 

their number to be Chairman of the meeting. 

Provision relating to the borrowing powers of our Directors 

Article 86 

The Directors may borrow or raise from time to time for the purposes of the Company or secure the 

payment of such sums as they may think fit, and may secure the repayment or payment of any such 

sums by mortgage or charge upon all or any of the property or assets of the Company or by the issue of 

debentures (whether at par or at a discount or premium) or otherwise as they may think fit. 

Provisions relating to the remuneration of our Directors 

Article 58 

All business shall be deemed special that is transacted at an extraordinary general meeting, and also all 

that is transacted at an annual general meeting, with the exception of declaring a dividend, the 

consideration of the accounts, balance sheets, and the reports of the Directors and Auditors, and any 

other documents annexed to the balance sheets, the election of Directors in the place of those retiring 

and the fixing of the remuneration of the Directors and the appointment and fixing of the remuneration of 

the Auditors. 

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Article 80 

Fees payable to the Directors shall from time to time be determined by the Company in general meeting 

and such fees shall not be increased except pursuant to an ordinary resolution passed at a general 

meeting where notice of the proposed increase shall have been given in the notice convening the 

meeting. Unless otherwise directed by the said ordinary resolution, such fees shall be divided among the 

Directors in such proportions and manner as they may agree and in default of agreement equally, except 

that if a Director has held office for part only of the period in respect of which such fees are payable, 

such a Director shall be entitled only to that proportion of the fees as is related to the period during which 

he has held office. Fees payable to non-executive Directors shall be by a fixed sum and not by way of 

commission on or percentage of profits or turnover. Salaries payable to executive directors may not 

include a commission on or percentage of turnover. The Directors shall also be paid such travelling, hotel 

and other expenses as may reasonably be incurred by them in the execution of their duties including any 

such expenses incurred in connection with their attendance at meetings of Directors. If by arrangement 

with the other Directors any Director shall perform or render any special duties or services outside his 

ordinary duties as a Director, the Directors may pay him special remuneration, in addition to his ordinary 

remuneration, and such special remuneration may be by way of salary, commission, participation in 

profits or otherwise, as may be arranged. 

Provision relating to the retirement or non-retirement of a director Article 84 

Article 84 

The Directors may from time to time and at any time appoint one or more of their body to be Managing 

Director or Managing Directors (or the equivalent) for a term not exceeding five years upon such terms 

and at such remuneration (whether by way of salary or commission or participation in profits, or by any or 

all of these modes or otherwise) as they may think fit, and a Director so appointed shall not, during his 

initial term of engagement as Managing Director (or the equivalent), be subject to retirement by rotation 

and he shall not be taken into account in determining the rotation of retirement of Directors or the 

number of Directors to retire, but he shall, subject to the provisions of any contract between him and the 

Company, be subject to the same provisions as to resignation and removal as the other Directors of the 

Company, and if he ceases to hold the office of Director he shall ipso facto and immediately cease to be 

a Managing Director (or the equivalent). A Managing Director (or the equivalent) shall at all times be 

subject to the control of the Directors. 

Article 95 

(1) An election of Directors shall take place at every annual general meeting of the Company. All 

Directors except the Managing Director (or the equivalent) and any Director appointed to fill a 

casual vacancy pursuant to Article 96 are subject to retirement by rotation as prescribed in Article 

95(2) below. 

(2) At such annual general meeting, one-third of the Directors for the time being, or, if their number is 

not three or a multiple of three, then the number rounded up to the nearest one-third shall retire 

from office. PROVIDED ALWAYS THAT all Directors, including the Managing Director (or the 

equivalent) after his initial term of engagement as Managing Director (or the equivalent), shall 

retire at least once every 3 years. 

(3) A retiring Director shall be eligible for re-election. 

(4) The Directors to retire in every year shall be those who have been longest in office since the last 

election, but as between persons who became Directors on the same day, those to retire shall 

(unless they otherwise agree amongst themselves) be determined by lot. 

Provision relating to the share qualification of a director 

Article 78 

A Director shall not be required to hold any share qualification in the Company. 

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Limitation on the right to own or vote shares 

There are no limitations imposed by Singapore law or by our Articles of Association on the rights of 

Shareholders to own, or exercise voting rights in respect of, our Shares. 

Provisions relating to changes in capital 

Article 3 

The shares taken by the subscribers to the Memorandum of Association shall be issued by the Directors. 

Subject as aforesaid and to these Articles, the shares shall be under the control of the Directors, who 

may allot and issue the same to such persons on such terms and conditions and at such times as the 

Directors think fit but so that no shares shall be issued at a discount except in accordance with Section 

68 of the Act. 

Article 12 

(1) Subject to any direction to the contrary that may be given by the Company in general meeting, or, 

in the event of the Company being listed on the Singapore Exchange, as permitted under the 

Singapore Exchange’s listing rules, all new shares of whatever kind shall, before issue, be offered 

to such persons as at the date of the offer are entitled to receive notices from the Company of 

general meetings in proportion, as nearly as the circumstances admit, to the amount of the 

existing shares to which they are entitled. The offer shall be made by notice specifying the number 

of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be 

declined and, after the expiration of that time or on the receipt of an intimation from the person to 

whom the offer is made that he declines to accept the shares offered, the Directors may dispose of 

those shares in such manner as they think most beneficial to the Company. The Directors may 

likewise so dispose of any new shares which (by reason of the ratio which the new shares bear to 

shares held by persons entitled to an offer of new shares) cannot, in the opinion of the Directors, 

be conveniently offered under this Article 

(2) Approval of the Company’s shareholders referred to in Article 12(1) is not required if the 

shareholders have by ordinary resolution in a general meeting given a general mandate to the 

Directors of the Company, either unconditionally or subject to such terms and conditions as may 

be specified in the resolution, to issue (a) shares; (b) convertible securities; (c) additional 

convertible securities arising from adjustments made to the number of convertible securities issued 

in the event of rights, bonus or capitalisation issues (notwithstanding that the general mandate may 

have ceased to be in force at the time the securities are issued) provided that adjustment does not 

give the holder a benefit that a shareholder does not receive; or shares arising from the conversion 

of the securities in (a) and (c) (notwithstanding that the general mandate may have ceased to be in 

force at the time the shares are issued), provided that the aggregate number of shares to be 

issued pursuant to the resolution does not exceed 50% of the Company’s existing issued share 

capital, of which the aggregate number of shares issued other than on a pro rata basis to existing 

shareholders with registered addresses in Singapore does not exceed 20% of the Company’s 

existing issued share capital. For the purpose of this Article 12(2), the aforesaid percentages of the 

Company’s issued share capital shall be calculated based on the maximum potential share capital 

at the time such resolution is passed (taking into account the conversion or exercise of any 

convertible securities and employee share options issued at the time the resolution is passed, 

which were issued pursuant to any previous shareholders’ approval), adjusted for any subsequent 

consolidation or subdivision of the Company’s shares. Such a general mandate shall only remain 

in force until:- 

(i) the conclusion of the first annual general meeting of the Company following the passing of 

the resolution at which time it shall lapse unless, by ordinary resolution passed at that 

meeting, the mandate is renewed, either unconditionally or subject to conditions; or 

(ii) revoked or varied by ordinary resolution of the shareholders in general meeting, whichever 

occurs first. 

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Article 49 

The Company may from time to time by ordinary resolution increase the share capital by such sum, to be 

divided into shares of such amount, as the resolution shall prescribe. 

Article 50 

The Company may by ordinary resolution:- 

(1) consolidate and divide all or any of its share capital into shares of larger amount than its existing 

shares; or 

(2) sub-divide its existing shares, or any of them, into shares of smaller amount than is fixed by the 

Memorandum of Association subject, nevertheless, to the provisions of the Statutes and so that as 

between the resulting shares, one or more of such shares may by the resolution by which such 

subdivision is effected be given any preference or advantage as regards dividend, capital, voting or 

otherwise over the others or any other of such shares; or 

(3) cancel any shares not taken or agreed to be taken by any person. 

Article 51 

The Company may by special resolution reduce its share capital and any capital redemption reserve fund 

in any manner authorised and subject to any conditions prescribed by the Statutes. 

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APPENDIX E : RULES OF SYSTEM ACCESS SHARE OPTION SCHEME 

1. Name of the Scheme 

The Scheme shall be called the “System Access Share Option Scheme”. 

2. Definitions 

2.1 In the Scheme, unless the context otherwise requires, the following words and expressions shall 

have the following meanings:- 

“Acceptance Period” The period within which an Option may be accepted, as 

described in Rule 7.2. 

“Act” The Companies Act, Chapter 50 of Singapore 

“Adoption Date” The date on which the Scheme is adopted by the 

Company in general meeting 

“Aggregate Subscription Cost” The total amount payable for Shares to be subscribed for 

on the exercise of an Option 

“Associate” In relation to any director, executive officer, Substantial 

Shareholder or Controlling Shareholder means:- 

(a) his immediate family; 

(b) the trustees of any trust of which he and his 

immediate family is a beneficiary or, in the case of 

a discretionary trust, is a discretionary object; and 

(c) any company in which he and his immediate family 

together (directly or indirectly) have an interest of 

30% or more 

“Associated Company” A company in which at least 20% but not more than 50% 

of its shares are held by the Company or the Group or 

over which the Company has management control 

“Associated Company An executive or non-executive director of an 

Employee” Associated Company or a full time employee of an 

Associated Company selected by the Committee to 

participate in the Scheme in accordance with Rule 4.1(b) 

“Auditors” The auditors of the Company for the time being 

“Board” The board of directors of the Company 

“CDP” The Central Depository (Pte) Limited 

“CPF” Central Provident Fund 

“Committee” A committee comprising directors of the Company duly 

authorised and appointed by the Board to administer the 

Scheme 

“Company” or “System Access” System Access Limited, a company incorporated in 

Singapore 

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“control” The capacity to dominate decision-making, directly or 

indirectly, in relation to the financial and operating 

policies of a company 

“Controlling Shareholder” A person exercising control over the Company and 

unless rebutted, who holds, directly or indirectly, 15% or 

more of the nominal amount of all voting shares in the 

Company shall be presumed to be a Controlling 

Shareholder of the Company 

“Grantee” The person to whom an offer of an Option is made 

“Group” The Company and its subsidiaries 

“Group Employee” An executive or non-executive director of any member of 

the Group or a full-time employee of any member of the 

Group who is selected by the Committee to participate in 

the Scheme in accordance with Rule 4.1(a) 

“Market Day” A day on which the SGX-ST is open for trading of 

securities 

“Offering Date” The date on which an Option is granted pursuant to Rule 

6.1 

“Option” The right to subscribe for Shares granted or to be 

granted pursuant to the Scheme and for the time being 

subsisting, and in respect of which the Subscription Price 

is determined in accordance with Rule 8.1 

“Option Period” The period for the exercise of an Option as set out in 

Rule 9.1 

“Participant” The holder of an Option 

“Rules” The rules of the Scheme, as the same may be amended 

from time to time 

“Scheme” The System Access Share Option Scheme, as modified 

or altered from time to time 

“SGX-ST” Singapore Exchange Securities Trading Limited 

“Shareholders” The registered holders of the Shares or in the case of 

Depositors, Depositors who have Shares entered against 

their names in the Depository Register 

“Shares” Fully-paid ordinary shares of $0.05 each in the capital of 

the Company 

“Subscription Price” The price at which a Participant shall subscribe for each 

Share upon the exercise of an Option as determined in 

accordance with Rule 8.1 

“$” Singapore dollars 

“%” Per centum 

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2.2 The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the same 

meanings ascribed to them in Section 130A of the Act. 

The term “associates” shall have the meaning ascribed to it in the SGX-ST Listing Manual. 

Any reference in the Scheme to any enactment is a reference to that enactment as for the time 

being amended or re-enacted. Any word defined under the Act or any statutory modification 

thereof and used in the Scheme and these Rules shall have the meaning assigned to it under the 

Act. 

Word importing the singular number shall include the plural number where the context admits and 

vice versa. Words importing the masculine gender shall include the feminine and neuter gender 

where the context admits. 

Any reference to a time of a day in the Scheme is a reference to Singapore time. 

3. Objectives of the Scheme 

The Scheme is a share incentive scheme. The purpose of the Scheme is to provide an opportunity 

for executive directors and employees of our Group to participate in the equity of the Company so 

as to motivate them to a greater dedication, loyalty and higher standards of performance, and to 

give recognition to non-executive directors of the Group, Group Employees and Associated 

Company Employees who have contributed to the success and development of the Company 

and/or the Group. The Scheme is proposed on the basis that it is important to acknowledge the 

contribution, which is essential to the well-being and prosperity of the Group, made by these 

categories of persons. The Company, by adopting the Scheme, will give these categories of 

persons a real and meaning full stake in our Company at no direct cost to its profitability and will 

help achieve the following objectives:- 

(a) the motivation of the Participants to optimise the performance standards and efficiency and 

to maintain a high level of contribution to the Group; 

(b) the retention of key employees whose contributions are essential to the long-term growth 

and prosperity the Group; 

(c) to instill loyalty to, and a stronger sense of identification by employees with the long-term 

prosperity of, the Company; 

(d) to attract potential employees with relevant skills to contribute to the Group and to create 

value for the shareholders of the Company; and 

(e) to align the interests of employees with the interests of shareholders of the Company. 

4. Eligibility 

4.1 The following persons shall be eligible to participate in the Scheme at the absolute discretion of 

the Committee:- 

(a) Group Employee 

(i) confirmed full-time employees of the Company and/or its subsidiaries who have 

attained the age of twenty-one on or before the Offering Date; 

(ii) directors of the Company and/or its subsidiaries who perform an executive function; 

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(iii) independent and non-executive directors of the Company provided that the following 

information shall be disclosed in a circular, letter or notice of participation seeking 

approval for the participation of a non-executive director in the Scheme. The circular, 

letter or notice of participation proposing such a resolution should include clear 

rationale and justification for allowing participation by such non-executive director. 

A director or employee who is a member of the Committee shall not be involved in the 

Committee’s deliberations and decision in respect of Options to be granted to or held 

by that director or employee; and 

(iv) employees who qualify under sub-paragraph (i) above and are seconded to a 

company in an Associated Company, or any other company outside the Group in 

which the Company and/or Group has an equity interest. 

(b) Associated Company Employee 

(i) confirmed full-time employees of an Associated Company who have attained the age 

of twenty-one on or before the Offering Date; 

(ii) directors of an Associated Company who perform an executive function; and 

(iii) non-executive directors of an Associated Company, and 

PROVIDED ALWAYS THAT persons who are Controlling Shareholders and their associates shall 

not participate in the Scheme notwithstanding that they may meet the eligibility criteria in Rule 

4.1(a) and 4.1(b). 

4.2 For the purposes of paragraphs (a)(i) and (b)(i) above, the secondment of an employee to another 

company shall not be regarded as a break in his employment or his having ceased by reason only 

of such secondment to be a full-time employee of the Group. 

4.3 There shall be no restriction on the eligibility of any Participant to participate in any other share 

option or share incentive schemes implemented by any other companies within the Group or by 

any Associated Company or otherwise. 

5. Limitations of the Scheme 

5.1 The aggregate number of Shares over which the Committee may grant Options on any date, when 

added to the number of Shares issued or issuable in respect of all Options granted under the 

Scheme, shall not exceed 15% of the issued Shares of the Company on the date preceding the 

grant of the an Option. 

5.2 The number of Shares comprised in the Options to be offered to any Group Employee or 

Associated Company Employee in accordance with the Scheme shall be determined at the 

absolute discretion of the Committee, who shall take into account, in respect of the Group 

Employee, criteria such as rank, past performance, years of service and potential for future 

development of that employee and, in respect an Associated Company Employee, his contribution 

to the success and development of the Group. 

6. Date of Grant 

6.1 The Committee may, subject as provided in Rule 12, grant Options at any time, provided that in the 

event that an announcement on any matter of an exceptional nature involving unpublished price 

sensitive information is made, Options may only be granted on or after the second Market Day 

from the date on which the aforesaid announcement is released. 

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6.2 The Letter of Offer to grant the Option shall be in, or substantially in, the form set out in Schedule 

A, subject to such modification including, but not limited to, imposing restrictions on the number of 

Options that may be exercised within particular sections of the relevant Option Period, as the 

Committee may from time to time determine. 

7. Acceptance of Options 

7.1 An Option shall be personal to the Participant to whom it is offered and shall not be transferred 

(other than to a Participant’s personal representative on the death of that Participant), charged, 

assigned, pledged or otherwise disposed of, in whole or in part, unless with the prior approval of 

the Committee. 

7.2 The closing date for the acceptance of the grant of any Option under this Rule 7 shall not be less 

than fifteen (15) days and not more than thirty (30) days from the Offering Date of that Option. The 

grant of an Option must be accepted by completing, signing and returning the Acceptance Form in, 

or substantially in, the form set out in Schedule B, subject to such modification as the Committee 

may from time to time determine, accompanied by payment of $1.00 as consideration. 

7.3 Unless the Committee determines otherwise, if a grant of an Option is not accepted in the manner 

as provided in Rule 7.2, such offer shall, upon the expiry of the Acceptance Period, automatically 

lapse and become null, void and of no effect if:- 

(a) the Grantee dies prior to his acceptance of the Option; or 

(b) the Grantee is adjudicated a bankrupt or enters into composition with his creditors prior to 

his acceptance of the Option; or 

(c) the Grantee ceases to be in the employment of the Group for any reason whatsoever prior 

to his acceptance of the Option; or 

(d) the Company is liquidated or wound-up prior to the Grantee’s acceptance of the Option. 

8. Subscription Price 

8.1 Subject to any adjustments pursuant to Rule 12, the Subscription Price for each Share in respect 

of which an Option is exercised shall be a price (the “Market Price”) equal to the average of the 

last dealt prices for a Share, as determined by the Committee by reference to the official list or any 

other publication published by the SGX-ST, for the five (5) consecutive Market Days immediately 

preceding the Offering Date of that Option, rounded up to the nearest whole cent. 

9. Exercise of Options 

9.1 Subject as provided in this Rule 9 and Rule 10 and any other conditions as may be introduced by 

the Committee from time to time, each Option shall be exercisable, in whole or in part, during the 

Option Period, being a period commencing after the first anniversary of the Offering Date and 

expiring on the tenth anniversary of such Offering Date, provided that in the case of an Option 

which is granted to a Participant not holding a salaried office or employment in the Group, such 

option period shall expire on the fifth anniversary of such Offering Date; and 

9.2 For the avoidance of doubt, where Options are granted to a Participant holding salaried office or 

employment in an Associated Company, such Option shall expire on the fifth anniversary of such 

Offering Date. 

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9.3 In the event of an Option being exercised in part only, the balance of the Option not thereby 

exercised shall continue to be exercisable in accordance with the Scheme until such time as it 

shall lapse in accordance with the Scheme. 

(a) An Option, shall, to the extent unexercised, immediately lapse without any claim against the 

Company:- 

(b) subject to Rules 9.4, 9.5 and 9.7, upon the Participant ceasing to be in the full-time 

employment of the Group or an Associated Company, as the case may be, for any reason 

whatsoever; or 

(c) upon the bankruptcy of the Participant or the happening of any other event which results in 

his being deprived of the legal or beneficial ownership of such Option; or 

(d) in the event of misconduct on the part of the Participant as determined by the Committee in 

its discretion; or 

(e) in the event that the Committee shall, at its discretion, deem it appropriate that such Option 

granted to a Participant shall so lapse on the grounds that any of the objectives of the 

Scheme (as set out in Rule 3) have not been met. 

For the purposes of Rule 9.3(a), the Participant shall be deemed to have ceased to be so 

employed as of the earlier date the notice of resignation of employment or the cessation of his 

employment/appointment with the Group or an Associated Company, as the case may be. 

9.4 If a Participant ceases to be employed by the Group or an Associated Company, as the case may 

be, by reason of his:- 

(a) ill health, injury or disability (in each case, evidenced to the satisfaction of the Committee); 

(b) retirement at or after the legal retirement age; or 

(c) retirement before the legal retirement age with the consent of the Committee; 

or any other reason approved in writing by the Committee, and at such date he holds unexercised 

Options, such Options shall continue to be exercisable by him within the relevant Option Period. 

9.5 If a Participant dies, and at the date of his death, holds any unexercised Option, such Option may, 

at the discretion of the Committee, be exercised by the duly appointed personal representatives of 

the Participant within the relevant Option Period. 

9.6 If, for any reason whatsoever, a Participant, being an Associated Company Employee by virtue of 

his being a non-executive director of any Associated Company on the Offering Date, ceases to be 

a director of such member of the Associated Company, any Option then held by him shall, to the 

extent unexercised, immediately lapse without any claim against the Company, unless otherwise 

determined by the Committee in its absolute discretion. In exercising such discretion, the 

Committee may also determine the period during which such Option may continue to be 

exercisable, provided that such period may not in any event exceed the Option Period applicable to 

such Option. 

9.7 If, for any reason whatsoever, a Participant, being a Group Employee by virtue of his being an 

executive or non-executive director of the Group on the Offering Date, ceases to be an executive 

or non-executive director of the Group, as the case may be, all Options granted to such Participant 

will, notwithstanding such cessation, continue to be exercisable within the relevant Option Period 

after such Participant ceases to be a director of the Group. 

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10. Take-over and winding up 

10.1 Notwithstanding Rule 9 but subject to Rule 10.5, in the event of a take-over being made for the 

Share, a Participant (including Participants holding Options which are not exercisable pursuant to 

the provisions of Rule 9.1) shall be entitled to exercise in full or in part any Option held by him and 

as yet unexercised, in the period commencing on the date on which such offer is made or, if such 

offer is conditional, the date on which such offer becomes or is declared unconditional, as the case 

may be, and ending on the earlier of:- 

(i) the expiry of six months thereafter, unless prior to the expiry of such six-month period, at the 

recommendation of the offeror and with the approvals of the Committee and the SGX-ST, 

such expiry date is extended to a later date (in either case, being a date falling not later then 

the expiry of the Option Period relating thereto); or 

(ii) the date of expiry of the Option Period relating thereto, 

whereupon the Option then remaining unexercised shall lapse and become null and void. 

Provided that if during such period, the offeror becomes entitled or bound to exercise rights of 

compulsory acquisition under the provisions of the Act and, being entitled to do so, give notice to 

the Participants that it intends to exercise such rights on a specified date, the Option shall remain 

exercisable by the Participant until the expiry of such specified date or the expiry of the Option 

Period relating thereto, whichever is earlier. Any Option not so exercised shall lapse provided that 

the rights of acquisition or obligations to acquire shall have been exercised or performed, as the 

case may be. If such rights or obligations have not been exercised or performed, the Option shall, 

notwithstanding Rule 9, remain exercisable until the expiry of the Option Period relating thereto. 

10.2 If under the Act, the court sanctions a compromise or arrangement proposed for the purposes of, 

or in connection with, a scheme for the reconstruction of the Company or its amalgamation with 

another company or companies, each Participant (including Participants holding Options which are 

not exercisable pursuant to the provisions of Rule 9.1) shall be entitled, notwithstanding Rule 9 but 

subject to Rule 10.5, to exercise any Option then held by him during the period commencing on 

the date upon which the compromise or arrangement is sanctioned by the court and ending either 

on the expiry of sixty (60) days thereafter or the date upon which the compromise or arrangement 

become effective, whichever is later (but not after the expiry of the Option Period relating thereto), 

whereupon the Option shall lapse and become null and void. 

10.3 If an order is made for the winding-up of the Company on the basis of its insolvency, all Options, to 

the extent unexercised, shall lapse and become null and void. 

10.4 In the event of a members’ voluntary winding-up (other than for amalgamation or reconstruction), 

the Participant (including Participants holding Options which are not exercisable pursuant to the 

provisions of Rule 9.1) shall be entitled, within thirty (30) days of the passing of the resolution of 

such winding-up (but not after the expiry of the Option Period relating thereto), to exercise any 

unexercised Option, after which such unexercised Options shall lapse and become null and void. 

10.5 If in connection with the making of a general offer referred to in Rule 10.1 or the scheme referred 

to in Rule 10.2 or the winding-up referred to in Rule 10.4, arrangements are made (which are 

confirmed in writing by the Auditors, acting only as experts and not as arbitrators, to be fair and 

reasonable) for the compensation of Participants, whether by the continuation of their Options or 

the payment of cash or the grant of other options or otherwise, a Participant holding an Option, as 

yet not exercised, may not, at the discretion of the Committee, be permitted to exercise that Option 

as provided for in this Rule 10. 

10.6 To the extent that an Option is not exercised within the periods referred to in this Rule 10, it shall 

lapse and become null and void. 

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11. Exercise of Options 

11.1 An Option may be exercised, in whole or in part, by a Participant giving notice in writing to the 

Company in, or substantially in, the form set out in Schedule C, subject in each case to such 

modification as the Committee may from time to time determine. Such notice must be 

accompanied by a remittance for the Aggregate Subscription Cost in respect of the Shares for 

which that Option is exercised and any other documentation the Committee may require. An 

Option shall be deemed to be exercised upon receipt by the Company of the said notice, duly 

completed and the receipt by the Company of the relevant documentation required by the 

Committee and the Aggregate Subscription Cost in respect of the Shares which have been 

exercised under the Option. 

11.2 All payments made shall be made by cheque, cashiers’ order, banker’s draft or postal order made 

out in favour of the Company or such other mode of payment as may be acceptable to the 

Company. 

11.3 Subject to such consents or other required actions of any competent authority under any 

regulations or enactments for the time being in force as may be necessary and subject to 

compliance with the terms of the Scheme and the Memorandum and Articles of Association of the 

Company, the Company shall, within ten (10) Market Days after the exercise of an Option, allot the 

relevant Shares and within five (5) Market Days from the date of allotment of the relevant Shares, 

despatch to CDP the relevant share certificates by ordinary post or such other mode as the 

Committee may deem fit. 

11.4 The Company shall, as soon as practicable after such allotment, apply to the SGX-ST (and any 

other stock exchange on which the Shares are quoted or listed) for permission to deal in and for 

quotation of such Shares. 

11.5 Shares which are allotted on the exercise of an Option by a Participant shall be issued in the name 

of CDP to the credit of the securities account of that Participant maintained with CDP, the 

securities sub-account maintained with a Depository Agent or the CPF investment account 

maintained with a CPF agent bank. 

11.6 Shares allotted and issued on the exercise of an Option shall:- 

(a) be subject to all the provisions of the Memorandum and Articles of Association of the 

Company; 

(b) rank in full for all entitlements, including dividends or other distributions declared or 

recommended in respect of the then existing Shares, the Record Date for which falls on or 

before the relevant exercise date of the Option; and 

(c) in all other respects rank pari passu with other existing Shares then in issue. 

“Record Date” means the date fixed by the Company for the purposes of determining entitlements 

to dividends or other distributions to or right of holders of Shares. 

11.7 The Company shall keep available sufficient unissued Shares to satisfy the full exercise of all 

Options for the time being remaining capable of being exercised. 

12. Variation of Capital 

12.1 If a variation in the issued ordinary share capital of the Company (whether by way of a 

capitalisation of profits or reserves or rights issue, reduction, subdivision, consolidation, or 

distribution, or otherwise howsoever) shall take place:- 

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(a) the Subscription Price for the Shares, the nominal amount, class and/or number of Shares 

comprised in an Option to the extent unexercised; and/or 

(b) the nominal amount, class and/or the maximum number of Shares over which Options may 

be granted under the Scheme, 

shall be adjusted by the Committee to give each Participant the same proportion of the equity 

capital of the Company as that to which he was previously entitled and, in doing so, the Committee 

shall determine at its own discretion the manner in which such adjustment shall be made. 

12.2 Unless the Committee considers an adjustment is appropriate:- 

(a) the issue of securities as consideration for an acquisition or a private placement of 

securities; or 

(b) the cancellation of issued Shares purchased or acquired by the Company by way of a 

market purchase of such Shares undertaken by the Company on the SGX-ST during the 

period when a share purchase mandate granted by Shareholders of the Company (including 

any renewal of such mandate) is in force, 

shall not normally be regarded as a circumstance requiring adjustment. 

12.3 Notwithstanding the provisions of Rule 12.1:- 

(a) no adjustment shall be made if as a result, the Subscription Price shall fall below the 

nominal amount of a Share and if such adjustment would, but for this paragraph (a), result in 

the Subscription Price being less than the nominal amount of a Share, the Subscription 

Price payable shall be the nominal amount of a Share; 

(b) any determination by the Committee as to whether to make any adjustment and if so, the 

manner in which such adjustment should be made, must (except in relation to a 

capitalisation issue) be confirmed in writing by the Auditors (acting only as experts and not 

as arbitrators) to be in their opinion, fair and reasonable; and 

(c) the adjustment must be made in such a way that a Participant will not receive a benefit that 

a holder of a Share does not receive. 

12.4 Upon any adjustment required to be made pursuant to this Rule 12, the Company shall notify the 

Participant (or his duly appointed personal representatives where applicable) in writing and deliver 

to him (or his duly appointed personal representatives where applicable) a statement setting forth 

the Subscription Price thereafter in effect and the nominal value, class and/or number of Shares 

thereafter to be issued on the exercise of the Option. Any adjustment shall take effect upon such 

written notification being given. 

13. Administration 

13.1 The Scheme shall be administered by the Committee in its absolute discretion with such powers 

and duties as are conferred on it by the Board, provided that, in accordance with the requirements 

of the SGX-ST Listing Rules, a member of the Committee who is a Participant shall not participate 

in any deliberation or decision in respect of Options to be granted to or held by him. 

13.2 The Committee shall have the power, from time to time, to make and vary such regulations (not 

being inconsistent with the Scheme) for the implementation and administration of the Scheme as 

they think fit including, but limited to, imposing restrictions on the number of Options that may be 

exercised within particular sections of the relevant Options Period. 

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13.3 Any decision of the Committee made pursuant to any provision of the Scheme (other than a matter 

to be certified by the Auditors) shall be final and binding (including any decisions pertaining to 

disputes as to the interpretation of the Scheme or any rule, regulation, procedure thereunder or as 

to any rights under the Scheme). 

14. Notices and Annual Report 

14.1 Any notice required to be given by a Participant to the Company shall be sent or made to the 

registered office of the Company or such other addresses as may be notified by the Company to 

him in writing. 

14.2 Any notices or documents required to be given to a Participant or any correspondence to be made 

between the Company and the Participant shall be given or made by the Committee (or such 

person(s) as it may from time to time direct) on behalf of the Company and shall be delivered to 

him by hand or sent to him at his home address according to the records of the Company or the 

last known address of the Participant and if sent by post, shall be deemed to have been given on 

the day immediately following the date of posting. 

14.3 The Company shall disclose the following in its annual report:- 

(a) the name of the members of the Committee administering the Scheme; 

(b) the information required in the table below for the following participants:- 

(i) directors of the Company; and 

(ii) Participants, other than those described in (b)(i) above, who receive 5% or more of 

the total number of Options available under the Scheme. 

Aggregate 

Options Aggregate 

Options granted since Options Aggregate 

granted during commencement exercised since Options 

financial year of the Scheme commencement outstanding 

under review to end of of the Scheme to as at end of 

Name of (including financial year end of financial financial year 

Participant terms) under review year under review under review 

(c) If any of the requirements set out in Rule 14.3 herein are not applicable, an appropriate 

negative statement must be included. 

15. Modifications to the Scheme 

15.1 Any or all the provisions of the Scheme may be modified and/or altered at any time and from time 

to time by resolution of the Committee, except that:- 

(a) no modification or alteration shall adversely alter the rights attaching to any Option granted 

prior to such modification or alteration except with the consent in writing of such number of 

Participants who, if they exercised their Options in full, would thereby become entitled to not 

less than three-quarters (3/4) in nominal amount of all the Shares which would fall to be 

allotted upon exercise in full of all outstanding Options; 

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(b) the definitions of “Group”, “Group Employee”, “Associated Company”, “Associated Company 

Employee”, “Controlling Shareholders”, “Participant”, “Committee”, “Option Period” and 

“Subscription Price” and the provisions of Rule 4, 5, 6, 7, 8, 9, 10, 11.1, 11.6, 12, 13 and 

this Rule 15 shall not be altered to the advantage of the Participants under the Scheme 

except with the prior approval of the Company’s Shareholders in a general meeting; and 

(c) no modification or alteration shall be made without the prior approval of the SGX-ST, or any 

other stock exchange on which the Shares are quoted or listed, and such other regulatory 

authorities as may be necessary. 

For the purposes of this Rule 15.1(a), the opinion of the Committee as to whether any modification 

or alteration would alter adversely the rights attaching to any Option shall be final and conclusive. 

15.2 Notwithstanding anything to the contrary contained in Rule 15.1, the Committee may at any time 

by resolution (and without any other formality, save for the prior approval of the SGX-ST, if 

necessary) amend or alter the Scheme in any way to the extent necessary to cause the Scheme 

to comply with any statutory provision or the provisions or the regulations of any regulatory or 

other relevant authority or body (including the SGX-ST). 

15.3 Written notice of any modification or alteration made in accordance with this Rule 15 shall be given 

to all Participants. 

16. Terms of employment unaffected 

The terms of employment of a Participant (who is a Group Employee) shall not be affected by his 

participation in the Scheme, which shall neither form part of such terms nor entitle him to take into 

account such participation in calculating any compensation or damages on the termination of his 

employment for any reason. 

17. Duration of the Scheme 

The Scheme shall continue to be in force at the discretion of the Committee, subject to a 

maximum period of ten (10) years commencing on the Adoption Date, provided always that the 

Scheme may continue beyond the above stipulated period with the approval of the Company’s 

Shareholders by ordinary resolution in a general meeting and of any relevant authorities which 

may then be required. 

The Scheme may be terminated at any time by the Committee, at the discretion of the Committee, 

or by resolution of the Company in a general meeting, subject to all other relevant approvals which 

may be required and if the Scheme is so terminated, no further Options shall be offered by the 

Company hereunder. 

The termination of the Scheme shall not affect Options which have been granted and accepted as 

provided in Rule 7.2, whether such Options have been exercised (whether fully or partially) or not. 

18. Taxes 

All taxes (including income tax) arising from the exercise of any Option granted to any Participant 

under the Scheme shall be borne by that Participant. 

19. Costs and expenses 

19.1 Each Participant shall be responsible for all fees of CDP (if any) relating to or in connection with 

the allotment and issue of any Shares pursuant to the exercise of any Option in CDP’s name, the 

deposit of share certificate(s) with CDP, the Participant’s securities account with CDP, or the 

Participant’s securities sub-account with a CDP Depository Agent or CPF investment account with 

a CPF agent bank (collectively, the “CDP Charges”). 

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Save for the taxes referred to in Rule 18 and such other costs and expenses expressly provided in 

the Scheme to be payable by the Participants, all fees, costs and expenses incurred by the 

Company in relation to the Scheme including but not limited to the fees, costs and expenses 

relating to the allotment and issue of Shares pursuant to the exercise of any Option shall be borne 

by the Company. 

20. Disclaimer of liability 

Notwithstanding any provisions herein contained, the Board, the Committee and the Company 

shall not under any circumstances be held liable for any costs, losses, expenses and damages 

whatsoever and howsoever arising in any event, including but not limited to the Company’s delay in 

issuing and allotting the Shares or in applying for or procuring the listing and quotation for the 

Shares allotted pursuant to the exercise of any Option on the SGX-ST in accordance with Rule 

11.4 (or any other stock exchange on which the Shares are quoted or listed). 

21. Abstention from Voting 

Participants who are Shareholders are to abstain from voting on any Shareholders’ resolution 

relating to the Scheme. 

22. Disputes 

Any disputes or differences of any nature arising hereunder shall be referred to the Committee and 

its decision shall be final and binding in all respects. 

23. Condition of Options 

Every Option shall be subject to the condition that no Shares shall be issued pursuant to the 

exercise of an Option if such issue would be contrary to any law or enactment, or any rules or 

regulations of any legislative or non-legislative governing body for the time being in force in 

Singapore or any other relevant country having jurisdiction in relation to the issue of Shares 

hereto. 

24. Governing Laws 

The Scheme shall be governed by, and construed in accordance with, laws of the Republic of 

Singapore. The Participants, by accepting the offer of the grant of the Options in accordance with 

the Scheme, and the Company submit to the exclusive jurisdiction of the courts of the Republic of 

Singapore. 

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SYSTEM ACCESS SHARE OPTION SCHEME 

LETTER OF OFFER 

Date: Serial No: 

To: Name 

Designation 

Address 

Private and Confidential 

Dear Sir / Madam 

Schedule A 

We have the pleasure of informing you that you have been nominated by the Board of Directors of 

System Access Limited (the “Company”) to participate in the System Access Share Option Scheme (the 

“Scheme”). 

Accordingly, in consideration of the payment of a sum of $1.00, an offer is hereby made to grant you an 

Option (the “Option”) to subscribe for and be allotted Shares at the price of $ 

per share. 

* If you accept the offer, the Option Period and number of Shares comprised in the Option which are 

exercisable will be as follows:- 

No. Option Period Option exercisable in respect of the number of Shares 

comprised in the Option 

1. From to (i) up to % 

2. From to (i) up to % (including (1) above) 

3. After (iii) 100% 

The Option is personal to you and shall not be transferred, charged, pledged, assigned or otherwise 

disposed of by you, in whole or in part, except with the prior approval of the Committee duly authorized 

and appointed to administer the Scheme. 

The Option shall be subject to the rules of the Scheme, a copy of which is enclosed herewith. 

If you wish to accept the offer, please sign and return the enclosed Acceptance Form with a sum of 

$1.00 not later than (a.m./p.m.) on the day of failing which this 

offer will lapse. 

Yours faithfully 

for and on behalf of 

the Board of Directors of 

Conditions (if any) to be attached to the exercise of the Option will be determined by the Committee at its 

absolute discretion. 

Enc. 

Note:- Words and expressions used in this Letter of Offer shall, unless the context otherwise requires, have the same meanings 

assigned to them in the Rules of the System Access Share Option Scheme. 

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Serial No: 


To: The Committee 

System Access Share Option Scheme 


Closing Date for Acceptance of Offer : 

Number of Shares offered : 

Subscription Price for each Share : $ 

Total Amount Payable : $ 

(exclusive of the relevant CPF Charges) 


ACCEPTANCE FORM 

Schedule B 

I have read your Letter of Offer dated and agree to be bound by the terms of the 

Letter of Offer and the Scheme referred to herein. Terms defined in your Letter of Offer shall have the 

same meanings when used in this Acceptance Form. 

I hereby accept the Option to subscribe for Shares at $ for each Share and 

enclose *a cheque/cash for $1.00 in payment for the purchase of the Option. 

I understand that I am not obliged to exercise the Option. 

I also understand that I shall be responsible for all the fees of CDP (if applicable) relating to or in 

connection with the allotment and issue of any Shares in CDP’s name, the deposit of share certificate(s) 

with CDP, my securities account with CDP, or my securities sub-account with a CDP Depository Agent or 

CPF investment account with CPF agent bank (as the case may be) (collectively, the “CDP Charges”). 

I further acknowledge that you have not made any representation or warranty or given me any 

expectation of employment or continued employment to induce me to accept the offer and that the terms 

of the Letter of Offer and this Acceptance Form constitute the entire agreement between us relating to 

the offer. 

I agree to keep all information pertaining to the grant of the Option to me confidential. 

E-14


Name in full : 

Designation : 

Address : 

Nationality : 

*NRIC/Passport No. : 

Signature : 

Date : 

*Delete accordingly. 

PLEASE PRINT IN BLOCK LETTERS 

Notes:- 

1. The Acceptance Form must be forwarded to the Company Secretary in an envelope marked “Private & Confidential; and 

2. The Participant shall be informed by the Company of the relevant CDP Charges payable at the time of the exercise of an 

Option. 

E-15


To: The Committee 

System Access Share Option Scheme 



FORM OF EXERCISE OF OPTION 

Total number of ordinary shares of $0.05 each (the “Shares”) 

Offered at $ for each Share under the Scheme 

On (Offering Date) : 

Number of Shares previously allotted and 

Issued thereunder : 

Outstanding balance of Shares to be allotted and 

Issued thereunder : 

Number of ordinary shares now to be subscribed : 

Schedule C 

1. Pursuant to your Letter of Offer dated and my acceptance thereof, I hereby 

exercise the Option to subscribe for Shares in System Access Limited (the 

“Company”) at $ for each Share. 

2. I request the Company to allot and issue the Shares referred to in paragraph 1 above in the name 

of The Central Depository (Pte) Limited (“CDP”) to the credit of my securities account with CDP or 

my securities sub-account with a Depository Agent specified below and to deliver the certificate(s) 

relating thereto to CDP. I further agree to bear such fees or other charges as may be imposed by 

CDP (the “CDP Charges”) and any stamp duty payable in respect thereof:- 

*(i) Direct Securities Account No. : 

*(ii) Securities Sub-Account No. : 

Name of Depository Agent : 

3. I enclose a *cheque/cashier’s order/bank draft/postal order no. /cash for 

$ for the total number of the said Shares and the CDP Charges of $ . 

4. I agree to subscribe for the said Shares subject to the terms of the Letter of Offer, the System 

Access Share Option Scheme and the Memorandum and Articles of Association of the Company. 

5. I declare that I am subscribing for the said Shares for myself and not as a nominee for any other 

person. 

E-16


Name in full : 

Designation : 

Address : 

Nationality : 

*NRIC/Passport No. : 

Signature : 

Date : 

*Delete accordingly. 

Note:- 

PLEASE PRINT IN BLOCK LETTERS 

1. The Form entitled “Form of Exercise of Option” must be forwarded to the Company Secretary in an envelope marked “Private 

& Confidential”. 

E-17


AND ACCEPTANCE 

You are invited to apply and subscribe for the New Shares at the Issue Price for each Offer Share and 

each Placement Share subject to the following terms and conditions:- 

1. YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 NEW SHARES AND INTEGRAL 

MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF NEW SHARES 

WILL BE REJECTED. 

2. Your application for Offer Shares may be made by way of printed Offer Shares Application Forms 

or by way of Electronic Applications through ATMs of the Participating Banks (“ATM Electronic 

Applications”) or through Internet Banking (“IB”) web-sites of the relevant Participating Banks 

(“Internet Electronic Applications” which, together with ATM Electronic Applications, shall be 

referred to as “Electronic Applications”). Your application for the Placement Shares may only be 

made by way of Placement Shares Application Forms. Your application for the Reserved Shares 

may only be made by way of Reserved Shares Application Forms. YOU MAY NOT USE CPF 

FUNDS TO APPLY FOR THE NEW SHARES. 

3. You are allowed to submit only one application in your own name for the Offer Shares or 

the Placement Shares (other than Reserved Shares). If you submit an application for Offer 

Shares by way of an Application Form, you MAY NOT submit another application for Offer 

Shares by way of an Electronic Application and vice versa. Such separate applications shall 

be deemed to be multiple applications and shall be rejected. If you submit an application for 

Offer Shares by way of Internet Electronic Application, you MAY NOT submit another 

application for Offer Shares by way of ATM Electronic Application and vice versa. Such 

separate applications shall be deemed to be multiple applications and shall be rejected. 

If you (not being an approved nominee company) have submitted an application for Offer 

Shares in your own name, you should not submit any other application for Offer Shares, 

whether by way of an Application Form or by way of an Electronic Application, for any other 

person. Such separate applications shall be deemed to be multiple applications and shall 

be rejected. 

If you have made an application for Placement Shares (other than Reserved Shares), you 

should not make any application for Offer Shares either by way of an Application Form or 

by way of an Electronic Application and vice versa. Such separate applications shall be 

deemed to be multiple applications and shall be rejected. Conversely, if you have made an 

application for Offer Shares either by way of an Electronic Application or by way of an 

Application Form, you may not make any application for Placement Shares. Such separate 

applications shall be deemed to be multiple applications and shall be rejected. 

If you have made an application for Reserved Shares using the Reserved Shares 

Application Form, you may submit one separate application for the Offer Shares in your 

own name either by way of an Application Form or by way of an Electronic Application or 

submit one separate application for Placement Shares (other than Reserved Shares) 

provided that you adhere to the terms and conditions of this Prospectus. Such separate 

applications shall not be treated as multiple applications. 

Joint applications shall be rejected. Multiple applications for New Shares shall be rejected. 

If you submit or procure submissions of multiple share applications for Offer Shares, 

Placement Shares or both Offer Shares and Placement Shares, you may be deemed to have 

committed an offence under the Penal Code, Chapter 224 of Singapore and the Securities 

and Futures Act, Chapter 289 of Singapore and your applications may be referred to the 

relevant authorities for investigation. Multiple applications or those appearing to be or 

suspected of being multiple applications will be liable to be rejected at our discretion. 

F-1



4. We will not accept applications from any person under the age of 21 years, undischarged 

bankrupts, sole-proprietorships, partnerships, chops or non-corporate bodies, joint Securities 

Account holders of CDP and from applicants whose addresses (furnished in their Application 

Forms or, in the case of Electronic Applications, contained in the records of the relevant 

Participating Banks) bear post office box numbers. 

5. We will not recognise the existence of a trust. Any application by a trustee or trustees must be 

made in his/their own name(s) and without qualification or, where the application is made by way 

of an Application Form, in the name(s) of an approved nominee company or approved nominee 

companies after complying with paragraph 6 below. 

6. WE WILL NOT ACCEPT APPLICATIONS FROM NOMINEES EXCEPT THOSE MADE BY 

APPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as banks, 

merchant banks, finance companies, insurance companies, licensed securities dealers in 

Singapore and nominee companies controlled by them. Applications made by persons acting as 

nominees other than approved nominee companies shall be rejected. 

7. IF YOU ARE NOT A NOMINEE COMPANY, YOU MUST MAINTAIN A SECURITIES ACCOUNT 

WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION. If you do not have an 

existing Securities Account with CDP in your own name at the time of your application, your 

application will be rejected (if you apply by way of an Application Form), or you will not be able to 

complete your Electronic Application (if you apply by way of an Electronic Application). If you have 

an existing Securities Account but fail to provide your Securities Account number or provide an 

incorrect Securities Account number in Section B of the Application Form or in your Electronic 

Application, as the case may be, your application is liable to be rejected. Subject to paragraph 8 

below, your application shall be rejected if your particulars, such as name, NRIC/passport number, 

nationality and permanent residence status provided in your Application Form or in the records of 

the relevant Participating Bank at the time of your Electronic Application, as the case may be, differ 

from those particulars in your Securities Account as maintained with CDP. If you possess more 

than one individual direct Securities Account with CDP, your application shall be rejected. 

8. If your address as stated in the Application Form or, in the case of an Electronic 

Application, in the records of the relevant Participating Bank, as the case may be, is 

different from the address registered with CDP, you must inform CDP of your updated 

address promptly, failing which the notification letter on successful allotment will be sent to 

your address last registered with CDP. 

9. We reserve the right to reject any application which does not conform strictly to the 

instructions set out in the Application Form and in this Prospectus or which does not 

comply with the instructions for Electronic Applications or with the terms and conditions of 

this Prospectus or, in the case of an application by way of an Application Form, which is 

illegible, incomplete, incorrectly completed or which is accompanied by an improperly 

drawn remittance. We further reserve the right to treat as valid any applications not 

completed or submitted or effected in all respects in accordance with the terms and 

conditions of this Prospectus and also to present for payment or other processes all 

remittances at any time after receipt and to have full access to all information relating to, or 

deriving from, such remittances or the processing thereof. 

10. We reserve the right to reject or to accept, in whole or in part, or to scale down or to ballot any 

application, without assigning any reason therefore, and we will not entertain any enquiry and/or 

correspondence on our decision. This right applies to applications made by way of Application 

Forms and by way of Electronic Applications. In deciding the basis of allotment, we will give due 

consideration to the desirability of allotting the New Shares to a reasonable number of applicants 

with a view to establishing an adequate market for the Shares. 

F-2



11. Share certificates will be registered in the name of CDP and will be forwarded only to CDP. It is 

expected that CDP will send to you, at your own risk, within 15 Market Days after the close of the 

Application List, a statement of account stating that your Securities Account has been credited with 

the number of New Shares allotted to you. This will be the only acknowledgement of application 

moneys received and is not an acknowledgement by us. You irrevocably authorise CDP to 

complete and sign on your behalf as transferee or renouncee any instrument of transfer and/or 

other documents required for the issue or transfer of the New Shares allotted to you. This 

authorisation applies to applications made by way of Application Forms and by way of Electronic 

Applications. 

12. In the event of an under-subscription of Offer Shares as at the close of the Application List, we will 

make available that number of Offer Shares under-subscribed to satisfy applications for Placement 

Shares to the extent that there is an over-subscription of Placement Shares as at the close of the 

Application List. 

In the event of an under-subscription of Placement Shares (including the Reserved Shares) as at 

the close of the Application List, we will make available that number of Placement Shares undersubscribed 

to satisfy applications for Offer Shares to the extent that there is an over-subscription of 

Offer Shares as at the close of the Application List. Any Reserved Shares not taken up will be 

made available first to satisfy excess applications for the Placement Shares to the extent that there 

is an over-subscription of the Placement Shares and then to satisfy excess applications for Offer 

Shares to the extent that there is an over-subscription of Offer Shares. 

In the event of an over-subscription of Offer Shares as at the close of the Application List and 

Placement Shares (including the Reserved Shares) are fully subscribed or over-subscribed as at 

the close of the Application List, the successful applications for Offer Shares will be determined by 

ballot or otherwise as determined by our Directors and approved by the SGX-ST. 

In the event of an under-subscription of the Offer Shares and/or Placement Shares as at the close 

of the Application List, the number of Offer Shares and/or Placement Shares under-subscribed 

shall be subscribed by the Underwriter and/or Placement Agent respectively. 

13. You irrevocably authorise CDP to disclose the outcome of your application, including the number of 

New Shares allotted to you pursuant to your application, to authorised operators. 

14. Any reference to “you” or the “applicant” in this section shall include an individual, a corporation, an 

approved nominee and trustee applying for the Offer Shares by way of an Offer Shares Application 

Form or by way of an Electronic Application, or applying for the Placement Shares by way of a 

Placement Shares Application Form, or applying for the Reserved Shares by way of a Reserved 

Shares Application Form. 

15. By completing and delivering an Application Form or by making and completing an Electronic 

Application by (in the case of an ATM Electronic Application) pressing the “Enter” or “OK” or 

“Confirm” or “Yes” key on the ATM (as the case may be) or by (in the case of an Internet Electronic 

Application) clicking “Submit” or “Continue” or “Yes” or “Confirm” or any other relevant key on the IB 

website screen (as the case may be) in accordance with the provisions of this Prospectus, you:- 

(a) irrevocably offer to subscribe for the number of New Shares specified in your application (or 

such smaller number for which the application is accepted) at the Issue Price and agree that 

you will accept such New Shares as may be allotted to you, in each case on the terms of 

this Prospectus and on the terms of the conditions set out in this Prospectus and the 

Memorandum of Association of our Company; 

(b) agree that in the event of any inconsistency between the terms and conditions for 

application set out in this Prospectus and those in the IB websites of or ATMs of the 

Participating Banks, the terms and conditions set out in this Prospectus shall prevail; 

F-3



(c) agree that the aggregate Issue Price for the New Shares applied for is due and payable to 

the Company forthwith; and 

(d) warrant the truth and accuracy of the information provided in your application. 

16. Our acceptance of applications will be conditional upon, inter alia, we being satisfied that:- 

(a) permission has been granted by the SGX-ST to deal in and for quotation for all our existing 

Shares, the New Shares and the Option Shares on a “when issued” basis on the SGX- 

SESDAQ; 

(b) no stop order has been issued by the Authority under the Securities and Futures Act; and 

(c) the Management and Underwriting Agreement and the Placement Agreement referred to on 

pages 139 to 141 of this Prospectus have become unconditional and have not been 

terminated or cancelled prior to such date as our Company may determine. 

17. We will not hold any applications in reserve. 

18. We will not allot Shares on the basis of this Prospectus later than six months after the date of this 

Prospectus. 

19. Additional terms and conditions for applications by way of Application Forms are set out on pages 

F-4 to F-7 of this Prospectus. 

20. Additional terms and conditions for applications by way of Electronic Applications are set out on 

pages F-8 to F-14 of this Prospectus. 

ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS 

Applications by way of Application Forms shall be made on, and subject to, the terms and conditions of 

this Prospectus including but not limited to the terms and conditions appearing below and including those 

set out under the section on “TERMS AND CONDITIONS AND PROCEDURES FOR APPLICATION 

AND ACCEPTANCE” on pages F-1 to F-14 of this Prospectus, as well as our Memorandum of 

Association. 

1. Applications for the Offer Shares must be made using the WHITE Application Forms and official 

envelopes “A” and “B”, accompanying and forming part of this Prospectus. Application for the 

Placement Shares (other than Reserved Shares) must be made using the BLUE Application 

Forms for the Placement Shares (other than Reserved Shares) and application for the Reserved 

Shares must be made using the PINK Application Forms for the Reserved Shares accompanying 

and forming part of this Prospectus. 

Attention is drawn to the detailed instructions contained in the Application Forms and this 

Prospectus for the completion of the Application Forms which must be carefully followed. We 

reserve the right to reject applications which do not conform strictly to the instructions set out in 

the Application Forms and this Prospectus or to the terms and conditions of this Prospectus or 

which are illegible, incomplete, incorrectly completed or which are accompanied by improperly 

drawn remittances. 

2. The Application Forms must be completed in English. Please type or write clearly in ink using 

BLOCK LETTERS. All spaces in the Application Forms except those under the heading “FOR 

OFFICIAL USE ONLY” must be completed and the words “NOT APPLICABLE” or “N.A.” should be 

written in any space not applicable. 

F-4



3. Individuals, corporations, approved nominee companies and trustees must give their names in full. 

Applications must be made, in the case of individuals, in their full names appearing in their identity 

cards (if applicants have such identification documents) or in their passports and, in the case of 

corporations, in their full names as registered with a competent authority. An applicant, other than 

an individual, completing the Application Form under the hand of an official must state the name 

and capacity in which that official signs. A corporation completing the Application Form is required 

to affix its Common Seal (if any) in accordance with its Memorandum of Association or the 

equivalent constitutive documents of the corporation. If an application by a corporate applicant is 

successful, a copy of its Memorandum of Association or the equivalent constitutive document of 

the corporation must be lodged with our Share Registrar and Share Transfer Office. We reserve the 

right to require any applicant to produce documentary proof of identification for verification 

purposes. 

4. Individual and corporate applicants, whether incorporated or unincorporated and wherever 

incorporated or constituted, will be required to declare whether they are citizens or permanent 

residents of Singapore or corporations in which citizens or permanent residents of Singapore or 

any body corporate constituted by any statute of Singapore have an interest in the aggregate of 

more than 50% of the issued share capital of or interests in such corporations. Approved nominee 

companies are required to declare whether the beneficial owner of the Placement Shares is a 

citizen or permanent resident of Singapore or a corporation whether incorporated or 

unincorporated and wherever incorporated or constituted, in which citizens or permanent residents 

of Singapore or any body corporate whether incorporated or unincorporated and wherever 

incorporated or constituted by any statute of Singapore have an interest in the aggregate of more 

than 50% of the issued share capital of or interests in such corporation. 

5. (a) All applicants must complete Sections A and B and sign on page 1 of the Application Forms. 

(b) All applicants are required to delete either paragraph 7(a) or 7(b) on page 1 of the 

Application Forms. Where paragraph 7(a) is deleted, the applicants must also complete 

Section C of the Application Forms with particulars of the beneficial owner(s). 

(c) Applicants who fail to make the required declaration in paragraph 7(a) or 7(b) as the case 

may be, on page 1 of the Application Forms are liable to have their applications rejected. 

6. Each application must be accompanied by a remittance in Singapore currency for the full amount 

payable, in respect of the number of New Shares applied for, in the form of a BANKER’S DRAFT 

or CASHIER’S ORDER drawn on a bank in Singapore, made out in favour of “SYSTEM ACCESS 

SHARE ISSUE ACCOUNT”, crossed “A/C PAYEE ONLY”, with the name and address of the 

applicant written clearly on the reverse side. APPLICATIONS NOT ACCOMPANIED BY ANY 

PAYMENT OR ACCOMPANIED BY ANY OTHER FORM OF PAYMENT WILL NOT BE 

ACCEPTED. Remittances bearing “NOT TRANSFERABLE” or “NON TRANSFERABLE’” crossings 

will be rejected. No acknowledgement of receipt will be issued by us or the Manager for 

applications or application moneys received. 

7. It is expected that unsuccessful applications will be returned to the applicants (without interest or 

any share of revenue earned or other benefit arising therefrom) by ordinary post at the risk of the 

applicants within 24 hours after balloting. Where an application is rejected or accepted in part only, 

the full amount or the balance of the application moneys will be refunded to the applicant (without 

interest or any share of revenue earned or other benefit arising therefrom) by ordinary post at his 

own risk, within 14 days after the close of the Application List. 

8. Capitalised terms used in the Application Forms and defined in this Prospectus shall bear the 

meanings assigned to them in this Prospectus. 

F-5



9. In consideration of us having distributed the Application Form to the applicant and agreeing to 

close the Application List at 12:00 noon on 8 June 2005 or such later time or date as we may, in 

consultation with the Manager, decide and by completing and delivering the Application Form, 

each applicant agrees that:- 

(a) his application is irrevocable; 

(b) his remittance will be honoured on first presentation and that any application moneys 

returnable may be held pending clearance of his payment and he will not be entitled to any 

interest or any share of revenue or other benefit arising therefrom; 

(c) in respect of the New Shares for which his application has been received and not rejected, 

acceptance of his application shall be constituted by written notification by or on our behalf 

and not otherwise, notwithstanding any remittance being presented for payment by or on our 

behalf; 

(d) he will not be entitled to exercise any remedy of rescission for misrepresentation at any time 

after acceptance of his application; 

(e) all applications, acceptances and contracts resulting therefrom under the Invitation shall be 

governed by and construed in accordance with the laws of Singapore and that he 

irrevocably submits to the non-exclusive jurisdiction of the Singapore courts; and 

(f) reliance is placed solely on the information contained in this Prospectus and none of the 

Company, the Manager, the Underwriter, the Placement Agent or any other person involved 

in the Invitation shall have any liability for any information not so contained. 

Applications For Offer Shares 

1. Your applications for Offer Shares MUST be made using the WHITE Offer Shares Application 

Forms and WHITE official envelopes “A” and “B”. ONLY ONE APPLICATION should be enclosed 

in each envelope. 

2. You must:- 

(a) enclose the WHITE Offer Shares Application Form, duly completed and signed, together 

with your remittance in accordance with the terms and conditions of this Prospectus in the 

WHITE envelope “A” provided; 

(b) in the appropriate spaces on WHITE envelope “A”:- 

(i) write your name and address; 

(ii) state the number of Offer Shares applied for; 

(iii) tick the relevant box to indicate the form of payment; and 

(iv) affix adequate Singapore postage; 

(c) SEAL WHITE ENVELOPE “A”; 

F-6



(d) write, in the special box provided on the larger WHITE envelope “B” addressed to Barbinder 

& Co Pte Ltd, 8 Cross Street #11-00 PWC Building, Singapore 048424, the number of 

Offer Shares you have applied for; and insert WHITE envelope “A” into WHITE envelope “B”, 

seal WHITE envelope “B” and affix adequate Singapore postage and thereafter DESPATCH 

BY ORDINARY POST OR DELIVER BY HAND at your own risk to Barbinder & Co Pte 

Ltd, 8 Cross Street #11-00 PWC Building, Singapore 048424, to arrive by 12.00 noon on 

8 June 2005 or such other time as we may, in consultation with the Manager, decide. Local 

Urgent Mail or Registered Post must NOT be used. No acknowledgement of receipt will 

be issued for any application or remittance received. 

3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly 

drawn remittances are liable to be rejected. 

Applications for Placement Shares (other than Reserved Shares) 

1. Applications for Placement Shares (other than Reserved Shares) must be made using the BLUE 

Placement Shares Application Forms. 

2. The completed BLUE Placement Shares Application Form and the applicant’s remittance with the 

name and address of the applicant written clearly on the reverse side, must be enclosed and 

sealed in an envelope to be provided by the applicant. The sealed envelope must be 

DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at the applicant’s own risk to 

Barbinder & Co Pte Ltd, 8 Cross Street #11-00 PWC Building, Singapore 048424, to arrive by 

12:00 noon on 8 June 2005 or such later date and time as we may, in consultation with the 

Manager, decide. Local Urgent Mail or Registered Post must NOT be used. ONLY ONE 

APPLICATION should be enclosed in each envelope. No receipt or acknowledgement will be 

issued for any application or remittance received. 

Applications for Reserved Shares 

1. Applications for Reserved Shares must be made using the PINK Reserved Shares Application 

Forms. 

2. The completed PINK Reserved Shares Application Form and your remittance with your name and 

address written clearly on the reverse side, must be enclosed and sealed in an envelope to be 

provided by you. The sealed envelope must be DESPATCHED BY ORDINARY POST OR 

DELIVERED BY HAND at your own risk to Barbinder & Co Pte Ltd, 8 Cross Street #11-00 PWC 

Building, Singapore 048424, to arrive by 12:00 noon on 8 June 2005 or such later date and 

time as we may, in consultation with the Manager, decide. Local Urgent Mail or Registered Post 

must NOT be used. No acknowledgement of receipt will be issued for any application or 

remittance received. ONLY ONE APPLICATION should be enclosed in each envelope. 

3. No receipt or acknowledgement will be issued for any application or remittance received. 

F-7



ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS 

The procedures for Electronic Applications are set out on the ATM screens (in the case on ATM 

Electronic Applications) and the IB website screens (in the case of Internet Electronic Applications) of the 

relevant Participating Banks. Currently, DBS Bank and the UOB Group are the only Participating Banks 

through which Internet Electronic Applications can be made. For illustration purposes, the procedures for 

Electronic Applications through ATMs of DBS Bank and the IB website of DBS Bank are set out 

respectively in the “Steps for Electronic Applications through ATMs of DBS Bank” and the “Steps for 

Electronic Application through the IB website of DBS Bank” (collectively the “Steps”) appearing on pages 

F-12 and F-14 of this Prospectus. The Steps set out the actions that you must take at an ATM of DBS 

Bank or the IB website of DBS Bank to complete an Electronic Application. Please read carefully the 

terms of this Prospectus, the Steps and the terms and conditions for Electronic Applications set out 

below before making an Electronic Application. Any reference to “you” in the additional terms and 

conditions for Electronic Applications and the Steps shall refer to you making an application for Offer 

Shares through an ATM or the IB website of a relevant Participating Bank. 

You must have an existing bank account with and be an ATM cardholder of one of the Participating 

Banks before you can make an Electronic Application at the ATMs. An ATM card issued by one 

Participating Bank cannot be used to apply for Offer Shares at an ATM belonging to other Participating 

Banks. For an Internet Electronic Application, you must have an existing bank account with and an IB 

User Identification (“User ID”) and a Personal Identification Number/Password given by a relevant 

Participating Bank. The actions that you must take at ATMs or the IB websites of other Participating 

Banks are set out on the ATM screens or the IB website screens of the relevant Participating Banks. 

Upon the completion of your Electronic Application transaction, you will receive an ATM transaction slip 

(“Transaction Record”), confirming the details of your Electronic Application. Upon completion of your 

Internet Electronic Application, there will be an on-screen confirmation (“Confirmation Screen”) of the 

application which you can print out for your record. The Transaction Record or your printed record of the 

Confirmation Screen is for your retention and should not be submitted with any Application Form. 

You must ensure that you enter your own Securities Account number when using the ATM card 

issued to you in your own name. If you operate a joint bank account with any of the Participating 

Banks, you must ensure that you enter your own Securities Account number when using the ATM 

card issued to you in your own name. Using your own Securities Account number with an ATM 

card which is not issued to you in your own name will render your Electronic Application liable to 

be rejected. 

You must ensure, when making an Internet Electronic Application, that your mailing address is in 

Singapore and the application is being made in Singapore and you will be asked to declare accordingly. 

Otherwise, your application is liable to be rejected. You shall make an Electronic Application on the terms 

and subject to the conditions of this Prospectus including but not limited to the terms and conditions 

appearing below and those set out under the section on “TERMS AND CONDITIONS AND 

PROCEDURES FOR APPLICATION AND ACCEPTANCE” on pages F-1 to F-14 of this Prospectus as 

well as the Memorandum of Association of our Company. 

1. In connection with your Electronic Application for Offer Shares, you are required to confirm 

statements to the following effect in the course of activating your Electronic Application:- 

(a) that you have received a copy of this Prospectus and have read, understood and 

agreed to all the terms and conditions of application for Offer Shares in this 

Prospectus prior to effecting the Electronic Application and agree to be bound by the 

same; 

F-8



(b) that you consent to the disclosure of your name, NRIC/passport number, address, 

nationality, permanent resident status, CDP Securities Account number, CPF 

Investment account number (if applicable) and share application amount (the 

“Relevant Particulars”) from your account with that Participating Bank to the Share 

Registrar, SGX-ST, CDP, CPF, SCCS, the Company and the Manager (the “Relevant 

Parties”); and 

(c) that this is your only application and it is made in your own name and at your own 

risk. 

Your application will not be successfully completed and cannot be recorded as a completed 

transaction unless you press the “Enter” or “OK” or “Confirm” or “Yes” or any other relevant key in 

the ATM or click “OK” or “submit” or “Continue” or “Yes” or any other relevant button on the Internet 

screen. By doing so, you shall be treated as signifying your confirmation of each of the above three 

statements. In respect of statement 1(b) above, your confirmation, by pressing the “Enter” or “OK” 

or “Confirm” or “Yes” in the ATM or click “OK” or “submit” or “Continue” or “Yes” or any other 

relevant button on the Internet screen, shall signify and shall be treated as your written permission, 

given in accordance with the relevant laws of Singapore including Section 47(4) of the Banking Act 

(Chapter 19) of Singapore to the disclosure by that Participating Bank of the Relevant Particulars 

to the Relevant Parties. 

BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT APPLYING 

FOR OFFER SHARES AS NOMINEE OF ANY OTHER PERSON AND THAT ANY ELECTRONIC 

APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU AS BENEFICIAL 

OWNER. 

YOU SHOULD MAKE ONLY ONE ELECTRONIC APPLICATION FOR OFFER SHARES AND 

SHOULD NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES, WHETHER AT THE 

ATM OR THE IB WEBSITES OF ANY PARTICIPATING BANK OR ON THE APPLICATION 

FORMS. IF YOU HAVE MADE AN APPLICATION FOR OFFER SHARES OR PLACEMENT 

SHARES ON AN APPLICATION FORM, YOU SHALL NOT MAKE AN ELECTRONIC 

APPLICATION FOR OFFER SHARES AND VICE VERSA. 

2. You must have sufficient funds in your bank account with your Participating Bank at the time you 

make your Electronic Application, failing which your Electronic Application will not be completed. 

Any Electronic Application which does not conform strictly to the instructions set out on 

the screens of the ATM or IB website through which your Electronic Application is being 

made shall be rejected. 

3. You irrevocably agree and undertake to subscribe for and to accept the number of Offer Shares 

applied for as stated on the Transaction Record or any lesser number of Offer Shares that may be 

allotted to you in respect of your Electronic Application. In the event that we decide to allot any 

lesser number of such Offer Shares or not to allot any Offer Shares to you, you agree to accept 

such decision as final. If your Electronic Application is successful, your confirmation (by your action 

of pressing the “Enter” or “OK” or “Confirm” or “Yes” or any other relevant key on the ATM or 

clicking “Confirm” or “OK” or any other relevant key on the IB website screen) of the number of 

Offer Shares applied for shall signify and shall be treated as your acceptance of the number of 

Offer Shares that may be allotted to you and your agreement to be bound by the Memorandum of 

Association of our Company. 

4. We will not keep any applications in reserve. Where your Electronic Application is 

unsuccessful, the full amount of the application moneys will be refunded in Singapore currency 

(without interest or any share of revenue or other benefit arising therefrom) to you by being 

automatically credited to your account with your Participating Bank within 24 hours after balloting. 

Trading on a “WHEN ISSUED” basis, if applicable, is expected to commence after such 

refund has been made. 

F-9



Where your Electronic Application is rejected or accepted in part only, the full amount or the 

balance of the application moneys, as the case may be, will be refunded in Singapore currency 

(without interest or any share of revenue or other benefit arising therefrom) to you by being 

automatically credited to your account with your Participating Bank within 14 days after the close 

of the Application List. 

Responsibility for timely refund of application moneys arising from unsuccessful or 

partially successful Electronic Applications lies solely with the respective Participating 

Banks. Therefore, you are strongly advised to consult your Participating Bank as to the 

status of your Electronic Application and/or the refund of any moneys to you from 

unsuccessful or partially successful Electronic Application, to determine the exact number 

of Offer Shares allotted to you before trading the Offer Shares on the SGX-SESDAQ. Neither 

the SGX-ST, the CDP, the SCCS, the Participating Banks, ourselves or the Manager assume 

any responsibility for any loss that may be incurred as a result of you having to cover any 

net sell positions or from buy-in procedures activated by the SGX-ST. 

5. If your Electronic Application is made through the ATMs of the Participating Banks and is 

unsuccessful, no notification will be sent by such Participating Bank. 

If your Internet Electronic Application made through the IB website of DBS Bank or the UOB 

Group is unsuccessful, no notification will be sent by such Participating Bank. 

If you make Electronic Applications through the ATMs of the following banks, you may check the 

results of your Electronic Applications as follows:- 

Available at ATM/ Operating Service 

Bank Telephone Internet Hours expected from 

DBS Bank 1800 339 6666 Internet Banking or 24 hours a day Evening of the 

(for POSB Account Internet Kiosk balloting day 

Holders) 

www.dbs.com (2) 

1800 111 1111 

(for DBS Bank 

Account Holders) 

UOB Group 1800 222 2121 ATM (Other ATM / Phone Evening of the 

Transactions – Banking balloting day 

“IPO Enquiry”) - 24 hours a day 

www.uobgroup.com (1)(2) Internet Banking 

- 24 hours a day 

OCBC 1800 363 3333 ATM ATM / Phone Evening of the 

Banking balloting day 

- 24 hours a day 

Notes:- 

(1) If you have made your Electronic Application through the ATM or IB website of UOB Group, you may check the 

results of your application through UOB Personal Internet Banking, UOB Group ATMs or UOB PhoneBanking 

services. 

(2) If you have made your Internet Electronic Application through the IB websites of DBS Bank or UOB Group, you may 

check the results through the same channels listed in the table above in relation to ATM Electronic Applications made 

at ATMs of DBS Bank or UOB Group. 

6. Electronic Applications shall close at 12.00 noon on 8 June 2005 or such other time as we may, 

in consultation with the Manager, decide. Subject to paragraph 8 below, an Internet Electronic 

Application is deemed to be received only upon its completion, that is, when there is an on-screen 

confirmation of the application. 

F-10



7. You are deemed to have requested and authorised us to:- 

(a) register the Offer Shares allotted to you in the name of CDP for deposit into your Securities 

Account; 

(b) send the relevant Share certificate(s) to CDP; 

(c) return or refund (without interest or any share of revenue earned or other benefit arising 

therefrom) the application moneys in Singapore currency, should your Electronic Application 

be rejected, by automatically crediting your bank account with your Participating Bank with 

the relevant amount within 24 hours after balloting; and 

(d) return or refund (without interest or any share of revenue or other benefit arising therefrom) 

the balance of the application moneys in Singapore currency, should your Electronic 

Application be accepted in part only, by automatically crediting your bank account with your 

Participating Bank with the relevant amount within 14 days after the close of the Application 

List. 

8. You irrevocably agree and acknowledge that your Electronic Application is subject to risks of 

electrical, electronic, technical and computer-related faults and breakdowns, fires, acts of God and 

other events beyond the control of the Participating Banks and if, in any such event, we, the 

Manager and/or the relevant Participating Bank do not receive your Electronic Application, or data 

relating to your Electronic Application is lost, corrupted or not otherwise accessible, whether wholly 

or partially for whatever reason, you shall be deemed not to have made an Electronic Application 

and you shall have no claim whatsoever against us, the Manager and/or the relevant Participating 

Bank for Offer Shares applied for or for any compensation, loss or damage. 

9. We do not recognise the existence of a trust. Any Electronic Application by a trustee must be 

made in your own name and without qualification. We will reject any Electronic Application by any 

person acting as nominee. 

10. All your particulars in the records of your Participating Bank at the time you make your Electronic 

Application shall be deemed to be true and correct and your Participating Bank and the Relevant 

Parties shall be entitled to rely on the accuracy thereof. If there has been any change in your 

particulars after making your Electronic Application, you shall promptly notify your Participating 

Bank. 

11. You should ensure that your personal particulars as recorded by both CDP and the relevant 

Participating Bank are correct and identical, otherwise, your Electronic Application is liable 

to be rejected. You should promptly inform CDP of any change in address, failing which the 

notification letter on successful allotment will be sent to your address last registered with CDP. 

12. In consideration of our Company making available the Electronic Application facility through the 

ATMs of the Participating Banks and agreeing to close the Application List at 12.00 noon on 

8 June 2005 or such other time or date as our Directors may in consultation with the Manager, 

decide, and by making and completing an Electronic Application, you are deemed to have agreed 

that:- 

(a) your Electronic Application is irrevocable; 

(b) your Electronic Application, our acceptance and the contract resulting therefrom under the 

Invitation shall be governed by and construed in accordance with the laws of Singapore and 

you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts; 

F-11



(c) none of us, the Manager or the Participating Banks shall be liable for any delays, failures or 

inaccuracies in the recording, storage or in the transmission or delivery of data relating to 

your Electronic Application to us or CDP due to breakdowns or failure of transmission, 

delivery or communication facilities or any risks referred to in paragraph 8 above or to any 

cause beyond their respective controls; 

(d) in respect of Offer Shares for which your Electronic Application has been successfully 

completed and not rejected, acceptance of your Electronic Application shall be constituted 

by written notification by or on our behalf and not otherwise, notwithstanding any payment 

received by or on our behalf; 

(e) you will not be entitled to exercise any remedy of rescission for misrepresentation at any 

time after acceptance of your application; and 

(f) reliance is placed solely on the information contained in this Prospectus and none of the 

Company, the Manager, the Underwriter, the Placement Agent or any other person involved 

in the Invitation shall have any liability for any information not so contained. 

Steps for Electronic Applications through ATMs of DBS Bank 

Instructions for ATM Electronic Applications will appear on the ATM screens of the Participating Bank. For 

illustration purposes, the steps for making an ATM Electronic Application through a DBS Bank or POSB 

ATM are shown below. Certain words appearing on the screen are in abbreviated form (“A/c”, “amt”, 

“appln”, “&”, “I/C”, “No.”, “SGX” and “Max” refer to “Account”, “amount”, “application”, “and”, “NRIC”, 

“Number” and “Maximum”, respectively). Instructions for ATM Electronic Applications on the ATM screens 

of Participating Banks (other than DBS Bank (including its POSB)) may differ slightly from those 

represented below. 

Step 1 : Insert your personal DBS Bank or POSB ATM Card 

2 : Enter your Personal Identification Number 

3 : Select “CASHCARD & MORE SERVICES” 

4 : Select “ESA-IPO SHARE/INVESTMENTS” 

5 : Select “ELECTRONIC SECURITY APPLN (IPOS/BONDS/ST-NOTES)” to “SYSTEM A” 

6 : Read and understand the following statements which will appear on the screen:- 

� THE OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE IN, 

OR ACCOMPANIED BY, A COPY OF THE PROSPECTUS/DOCUMENT OR 

PROFILE STATEMENT (AND IF APPLICABLE, A COPY OF THE 

REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR 

PROFILE STATEMENT) WHICH CAN BE OBTAINED FROM ANY DBS/POSB 

BRANCH IN SINGAPORE AND, WHERE APPLICABLE, THE VARIOUS 

PARTICIPATING BANKS DURING BANKING HOURS, SUBJECT TO 

AVAILABILITY. 

� ANYONE WISHING TO ACQUIRE THESE SECURITIES (OR UNITS OF 

SECURITIES) SHOULD READ THE PROSPECTUS/DOCUMENT OR PROFILE 

STATEMENT (AS SUPPLEMENTED OR REPLACED, IF APPLICABLE) BEFORE 

SUBMITTING HIS APPLICATION WHICH WILL NEED TO BE MADE IN THE 

MANNER SET OUT IN THE PROSPECTUS/DOCUMENT OR PROFILE 

STATEMENT (AS SUPPLEMENTED OR REPLACED, IF APPLICABLE). A COPY 

F-12



OF THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT AND IF 

APPLICABLE, A COPY OF THE REPLACEMENT OR SUPPLEMENTARY 

PROSPECTUS/DOCUMENT OR PROFILE STATEMENT HAS BEEN LODGED 

WITH AND REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE 

WHO ASSUMES NO RESPONSIBILITY FOR ITS OR THEIR CONTENTS. 

� Press the “ENTER” key to confirm that you have read and understood. 

7 : Press the “ENTER” key to acknowledge:- 

� You have read, understood and agreed to all terms of the application and 

Prospectus/Document or Profile Statement, and if applicable, the 

Replacement or Supplementary Prospectus/Document or Profile Statement. 

� You consent to disclose your name, NRIC/Passport No., address, nationality, 

CDP Securities A/c No., CPF Investment A/c No., and securities application 

amount from your Bank A/c(s) to share registrars, SGX security application, 

SCCS, CDP, CPF and the issuer/vendor(s). 

� For FIXED and MAX price security application, this is your only application 

and it is made in your own name and at your own risk. 

� The maximum price for each share is payable in full on application and 

subject to refund if the final price is lower. 

� For TENDER security applications, this is your only application at the 

selected tender price and it is made in your own name and at your own risk. 

� You are not a US Person as referred to in the Prospectus/Document or 

Profile Statement and if applicable, the Replacement or Supplementary 

Prospectus/Document or Profile Statement. 

8 : Select your nationality. 

9 : Select the DBS Bank account (Autosave/Current/Savings/Savings Plus) or the POSB 

account (current/savings) from which to debit your application moneys. 

10 : Enter the number of securities you wish to apply for using cash. 

11 : Enter your own 12-digit CDP Securities Account number. (Note: This step will be 

omitted automatically if your CDP Securities Account number has already been stored 

in DBS Bank’s records). 

12 : Check the details of your securities application, your NRIC or passport number and 

CDP Securities Account number and number of securities on the screen and press the 

“ENTER” key to confirm application. 

13 : Remove the Transaction Record for your reference and retention only. 

F-13



Steps for Electronic Applications through the IB website of DBS Bank 

For illustrative purposes, the steps for making an Internet Electronic Application through the DBS Bank 

IB website are shown below. Certain words appearing on the screen are in abbreviated form (“A/c”, 

“amt”, “&”, “I/C”, “SGX” and “No.” refer to “Account”, “Amount”, “and”, “NRIC”, “SGX-ST” and “Number” 

respectively). 

Step 1 : Click on to DBS Bank website (www.dbs.com). 

2 : Login to Internet Banking. 

3 : Enter your User ID and PIN. 

4 : Select “Electronic Security Application (ESA)”. 

5 : Click “Yes” to proceed and to warrant that you have observed and complied with all 

applicable laws and regulations. 

6 : Select your country of residence. 

7 : Click on “SYSTEM A” and click the “Submit” button. 

8 : Click “Confirm” to confirm:- 

(a) You have read, understood & agreed to all terms of application and the 

Prospectus/Document or Profile Statement and if applicable, the Supplementary 

or Replacement Prospectus/Document or Profile Statement; 

(b) You consent to disclose your name, I/C or Passport No., address, nationality, 

CDP Securities A/C No., CPF Investment A/C No. (if applicable) and securities 

application amount from your DBS/POSB Account(s) to registrars of securities, 

SGX-ST, SCCS, CDP, CPF Board and issuer/vendor(s); 

(c) You are not a US Person (as such term is defined in Regulation S under the 

United States Securities Act of 1933, as amended); 

(d) This application is made in your name and at your own risk; and 

(e) For FIXED/MAX price securities application, this is your only application. For 

TENDER price securities application, this is your only application at the selected 

tender price. 

9 : Fill in details for share application and click “Submit”. 

10 : Check the details of your securities application, your NRIC or passport number and 

click “OK” to confirm your application. 

11 : Print Confirmation Screen (optional) for your reference & retention only. 

F-14

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