PROSPECTUS. Initial public offering of ordinary shares in OneAll International Limited ACN

Transcription

1 PROSPECTUS Initial public offering of ordinary shares in OneAll International Limited ACN

2 For the offer of 1,000,000 New Shares at an Offer Price of A$1.00 each to raise A$1,000,000 with up to A$1,500,000 of oversubscrip ons and the admission to the Official List of Australian Securi es Exchange Important no ce This is an important document, which should be read in its en rety before making any investment decision. You should obtain independent advice if you have any ques ons about any of the ma ers contained in this Prospectus. Lead Arranger and Advisor Secvest Capital Pty Ltd

3 CONTENTS IMPORTANT INFORMATION CHAIRMAN'S LETTER 01. INVESTMENT OVERVIEW 02. DETAILS OF THE OFFER 03. INDUSTRY OVERVIEW 04. COMPANY OVERVIEW 05. KEY INDIVIDUALS, INTERESTS AND BENEFITS 06. FINANCIAL INFORMATION 07. INVESTIGATING ACCOUNTANT'S REPORT 08. RISK FACTORS 09. ADDITIONAL INFORMATION 10. GLOSSARY CORPORATE DIRECTORY

4 Important Informa on Offer The Offer contained in this Prospectus is an invita on to acquire Shares in OneAll Interna onal Limited (OneAll or the Company). Lodgement and lis ng This Prospectus is dated 7 September A copy of this Prospectus was lodged with ASIC on 7 September This Prospectus replaces the original prospectus dated 31 August 2015 (Original Prospectus). The Company has applied to the ASX for admission to the Official List of ASX and for quota on of the Shares issued under this Prospectus on ASX within seven days a er the date of the Original Prospectus. A copy of this Prospectus will be lodged with ASX. Neither ASIC nor ASX or their officers take any responsibility for the contents of this Prospectus or for the merits of the investment to which this Prospectus relates. Expiry date No Shares will be allo ed or issued on the basis of this Prospectus later than 13 months a er the date of this Prospectus. Note to Applicants The informa on in this Prospectus is not financial product advice and does not take into account your investment objec ves, financial situa on or par cular needs. This Prospectus should not be construed as financial, taxa on, legal or other advice. This Prospectus is important and should, along with each of the documents incorporated by reference, be read in its en rety prior to deciding whether to invest in the Company's Shares. There are risks associated with an investment in the Shares and the Shares offered under this Prospectus must be regarded as a specula ve investment. Some of the risks that should be considered are set out in Sec on 8 (Risk Factors) of this Prospectus. You should carefully consider these risks in light of your personal circumstances (including financial and tax issues). There may also be risks in addi on to these that should be considered in light of your personal circumstances. If you do not fully understand this Prospectus or are in doubt as to how to deal with it, you should seek professional guidance from your stockbroker, lawyer, accountant or other professional adviser before deciding whether to invest in the Shares. No person named in this Prospectus guarantees the Company's performance or any return on investment made pursuant to this Prospectus. No offering where offering would be illegal This Prospectus does not cons tute an Offer or invita on in any place in which, or to any person to whom, it would not be lawful to make such an offer or invita on. No ac on has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of Shares, in any jurisdic on outside Australia. The taxa on treatment of Australian securi es may not be the same as those for securi es in foreign jurisdic ons. If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser. The distribu on of this Prospectus outside Australia may be restricted by law and therefore any person who resides outside Australia and who receives this Prospectus should seek advice on and observe any such restric ons. Any person who has a registered address in any other country who receives this Prospectus may only apply for Shares where that person is able to reasonably demonstrate to the sa sfac on of the Company that the person may par cipate in the Offer relying on a relevant excep on from, or are not otherwise subject to, the lodgement, filing, registra on or other requirements of any applicable securi es laws in the jurisdic on in which they have a registered address. The Company will not offer to sell, nor solicit an offer to purchase, any securi es in any jurisdic on where such offer, sale or solicita on may not lawfully be made. Any failure to comply with these restric ons may cons tute viola on of applicable laws. Oneall Prospectus 2

5 No ce to United States residents The securi es being offered pursuant to this Prospectus have not been registered under the US Securi es Act and may not be offered or sold in the United States absent registra on or an applicable exemp on from registra on under the US Securi es Act and applicable State securi es laws. This Prospectus does not cons tute an offer or invita on to sell, or the solicita on of an offer to buy, nor shall there be any sale of these securi es in any state or other jurisdic on in which such offer, solicita on or sale would be unlawful. Any hedging transac ons involving these securi es may not be conducted unless in compliance with the US Securi es Act and applicable State securi es laws. No ce to Hong Kong residents The contents of this Prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise cau on in rela on to the Offer. If you are in any doubt about any of the contents of this Prospectus, you should obtain independent professional advice. No ce to PRC residents The informa on in this document does not cons tute a public offer of the New Shares, whether by way of sale or subscrip on, in the People's Republic of China (excluding, for purposes of this paragraph only, Hong Kong Special Administra ve Region, Macau Special Administra ve Region and Taiwan). The New Shares may not be offered or sold directly or indirectly in the PRC to legal or natural persons other than directly to "qualified domes c ins tu onal investors". Financial Informa on and amounts The "Financial Informa on" sec on in Sec on 6 sets out in detail the Financial Informa on referred to in the Prospectus. The basis of prepara on of the Financial Informa on is set out in the "Financial Informa on" in Sec on 6. All references to FY2012, FY2013, FY2014 and 1HFY2015 appearing in this Prospectus are to the financial years ended or ending 31 December 2012, 31 December 2013, 31 December 2014, or 30 June 2015 respec vely, unless otherwise indicated. Historical Financial Informa on has been prepared in accordance with the recogni on and measurement principles prescribed by Interna onal Financial Repor ng Standards. The Historical Financial Informa on in this Prospectus should be read in conjunc on with, and they are qualified by, reference to the informa on contained in Sec on 6. The func onal currency of the opera ng en es in the OneAll Group is Chinese Yuan (Renminbi or RMB). The presenta on currency is Australian dollars (A$ or AUD). Save as set out above, the financial amounts referred to in this Prospectus are expressed in Australian dollars unless stated otherwise. OneAll has adopted the foreign currency transla on accoun ng policy set out in Sec on 6. Accordingly, investors should be aware that the amounts represented in the Prospectus may change as a result of fluctua ons in the exchange rates between AUD and RMB. Disclaimer Investors should not rely on any informa on which is not contained in this Prospectus in making a decision as to whether to acquire Shares in the Company under the Offer. No person is authorised by the Company or the Lead Arranger and Advisor to give any informa on or make any representa on in connec on with the Offer that is not contained in the Prospectus. Any informa on or representa on not contained in this Prospectus may not be relied on as having been authorised by the Company, its Directors or any other person in connec on with the Offer. The Company's business, financial condi on, results of opera ons and prospects may have changed since the date of this Prospectus. This Prospectus contains forward-looking statements concerning the Company's business, opera ons, financial performance and condi on as well as the Company's plans, objec ves and expecta ons for its business, opera ons and financial performance and condi on. Any statements contained in this Prospectus that are not of historical facts may be deemed to be forward-looking statements. You can iden fy these statements by words such as aim, an cipate, assume, believe, could, due, es mate, expect, goal, intend, may, objec ve, plan, predict", "poten al, posi oned, should, target, will, would and other similar expressions that are predic ons of or indicate future events and future trends. 3

6 These forward-looking statements are based on current expecta ons, es mates and projec ons about the Company's business and the industry in which the Company operates and management's beliefs and assump ons. These forward-looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertain es and other factors that are in some cases beyond the Company's control. As a result, any or all of the Company's forward-looking statements in this Prospectus may turn out to be inaccurate. Factors that may cause such differences include, but are not limited to, the risks described under the heading Risk factors in Sec on 8. Poten al investors and other readers are urged to consider these factors carefully in evalua ng the forward-looking statements and are cau oned not to place undue reliance on the forward-looking statements. These forwardlooking statements speak only as at the date of this Prospectus. Unless required by law, the Company does not intend to publicly update or revise any forward-looking statements to reflect new informa on or future events or otherwise. You should, however, review the factors and risks the Company describes in the reports to be filed from me to me with the ASX a er the date of this Prospectus. This Prospectus contains market data and industry forecasts that were obtained from industry publica ons, thirdparty market research and publicly available informa on. These publica ons generally state that the informa on contained in them has been obtained from sources believed to be reliable, but the Company has not independently verified the accuracy and completeness of such informa on. Some numerical figures included in this Prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in certain tables may not be an arithme c aggrega on of the figures that preceded them. This Prospectus also includes trademarks, trade names and service marks that are the property of other organisa ons. Exposure Period The Corpora ons Act prohibits the Company from processing Applica ons under the Offer in the seven-day period a er the lodgement of this Prospectus with ASIC (Exposure Period). This Prospectus was lodged to address the concerns raised by ASIC in respect of the content of the Original Prospectus. The purpose of the Exposure Period is to enable this Prospectus to be examined by market par cipants prior to the raising of funds. ASIC Class Order 00/169 means that there is no addi onal exposure period under the Corpora ons Act for this Prospectus. Electronic Prospectus The electronic form of this Prospectus will be made available on onal.com/investor/prospectus. Any references to documents included on the Company's website are for convenience only, and none of the documents or other informa on available on the website is incorporated by reference in this Prospectus. The Offer cons tuted by this Prospectus in electronic form is available only to persons receiving this Prospectus in electronic form within Australia. Persons who access the electronic version of this Prospectus should ensure that they download and read the en re Prospectus. If unsure about the completeness of the Prospectus received electronically, or a print out of it, you should contact the Company. A paper copy of the Prospectus will be available free of charge by contac ng: Boardroom Pty Limited (Registry) Tel: (within Australia) Tel: (outside Australia) or Secvest Capital Pty Ltd (Lead Arranger and Advisor) Tel: (within Australia) Tel: (outside Australia) Applica ons for Shares under this Prospectus may only be made on a printed copy of the Applica on Form a ached to or accompanying this Prospectus. The Corpora ons Act prohibits any person from passing the Applica on Form Oneall Prospectus 4

7 on to another person unless it is a ached to a hard copy of the Prospectus or the complete and unaltered electronic version of the Prospectus. If this Prospectus is found to be deficient, any Applica ons may need to be dealt with in accordance with sec on 724 of the Corpora ons Act. Privacy By comple ng an Applica on Form, you are providing personal informa on to the Company and the Registry, which is contracted by the Company to manage Applica ons, and consent to the collec on and use of that personal informa on in accordance with these terms. That personal informa on will be collected held and used both in and outside of Australia by the Company, and the Registry on its behalf, to process your Applica on, service your needs as a Shareholder, provide facili es and services that you request and carry out appropriate administra on of your investment. If you do not wish to provide this informa on, the Company may not be able to process your Applica on. Once you become a Shareholder, the Corpora ons Act requires informa on about you (including your name, address and details of the Shares you hold) to be included in the Company's public share register. This informa on must con nue to be included in the Company's public share register even if you cease to be a Shareholder. The Company and the Registry on its behalf, may disclose your personal informa on for purposes related to your investment to their agents and service providers (which may be located outside of Australia) including those listed below or as otherwise authorised under the Privacy Act 1988 (Cth): the Registry for ongoing administra on of the Company's public share register; the Lead Arranger and Advisor in order to assess your Applica on; the Australian Tax Office and other government bodies as required by law; printers and other companies for the purpose of prepara on and distribu on of statements and for handling mail; market research companies for the purpose of analysing the Shareholder base and for product development and planning; and legal and accoun ng firms, auditors, contractors, consultants and other advisers for the purpose of administering, and advising on, the Shares and for associated ac ons. Under the Privacy Act 1988 (Cth), you may request access to your personal informa on that is held by, or on behalf of, the Company. You can request access to your personal informa on or obtain further informa on about the Company's privacy prac ces by contac ng the Company or the Registry, details of which are set out elsewhere in this Prospectus. The Company aims to ensure that the personal informa on it retains about you is accurate, complete and up-to-date. To assist with this, please contact the Company or the Registry if any of the details you have provided change. In accordance with the requirements of the Corpora ons Act, informa on on the Shareholder register will be accessible by members of the public. Defined words and abbrevia ons Defined terms and abbrevia ons used in this Prospectus are defined in the "Glossary" sec on in Sec on 10. Time All references to me in this Prospectus refer to Australian Eastern Standard Time unless stated otherwise. Photographs and diagrams Photographs and diagrams used in this Prospectus that do not have descrip ons are for illustra on only and should not be interpreted to mean that any person shown in them edorses this Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustra ve only. Unless otherwise stated, all data contained in graphs and tables is based on informa on available as at the date of this Prospectus. 5

8 CHAIRMAN'S LETTER 7 September 2015 Dear investor, On behalf of the Board of Directors, I am pleased to invite you to become a shareholder of OneAll Interna onal Limited (OneAll or Company). Founded in 2001, OneAll operates under the GardenArt brand in a number of countries around the world and is now a leading premium outdoor furniture supplier with an integrated business model that includes award winning in-house designs, high-quality manufacturing, as well as direct distribu on to established retailers in over 42 countries around the world. Over the last three years OneAll has managed to achieve significant organic growth in both revenue (over 25% p.a.) and profitability (40% p.a. in EBITDA) without borrowing as well as winning the pres gious global Red Dot design award in One of the key contributors to OneAll's success, as well as an important compe ve advantage of OneAll over the last 15 years, is its human capital. This consists of a professional, commi ed, efficient, and coopera ve management team, of which 60% has been with the company for over 10 years. The Company also maintains strong rela onships with its business partners, who share the same vision of con nued growth for the outdoor furniture industry across interna onal markets. The longer term macro outlook for the outdoor furniture market is very posi ve with improved personal wealth globally and added mobility in modern life, which have made outdoor furniture a new type of necessity, as people are wan ng and able to spend more me outdoors. The outdoor furniture industry is currently experiencing rapid growth and change, and is expected to con nue to do so in the future. OneAll believes its integrated business model will enable the company to capture more market share through both organic growth as well as value crea ng acquisi ons. Australia, as the biggest outdoor furniture market in the southern hemisphere, plays an important part of OneAll's overall growth strategy as outdoor furniture is subject to clear seasonal cycles, and more than 90% of outdoor furniture is only used during summer. Most outdoor furniture in Australia is not designed and manufactured locally, crea ng a strong incen ve for OneAll to further increase its current market share (1%) in the local market. Hence, the board of directors have decided to list on the Australian Securi es Exchange and set up an Australian headquarters as a sign of our commitment to the Australian market, in addi on to our exis ng strong affilia ons with the country. Oneall Prospectus 6

9 Given its strong financial posi on, OneAll is only looking to raise a minimum amount of A$1 million. However, OneAll's lis ng as a public company and the corresponding improved transparency and corporate governance will be a significant milestone in the company's development. The lis ng also provides OneAll a unique opportunity to sincerely welcome those investors who share our vision by becoming the first group of public shareholders of this promising company. OneAll is an Australian holding company subject to Australian regula ons, with business opera ons in China. This Prospectus contains detailed informa on about the Offer, the industry in which OneAll operates and its financial and opera ng performance. OneAll is subject to a range of risks which are fully detailed in Sec on 8, including but not limited to risks rela ng to significant control by the Exis ng Shareholders, liquidity risks, seasonal cycle risks, sales channel risks and quality control risks. I encourage you to read this document carefully and in its en rety before making your investment decision. On behalf of the Directors, I invite you to subscribe for Shares in the Company and I look forward to welcoming you as a shareholder of OneAll. Yours sincerely, Huatang (Douts) Li Chairman OneAll Interna onal Limited 7

10 01. Investment overview Lounges Le :Verona Right:L-form Bo om:verona Oneall Prospectus 8

11 The informa on set out in this Sec on is intended to be a summary only and should be read in conjunc on with the more detailed informa on appearing elsewhere in this Prospectus. In deciding whether to apply for Shares, you should read this Prospectus carefully and in its en rety. If you are in doubt as to the course you should follow, please consult your professional advisers. 1.1 Summary of the Offer This Prospectus provides investors with the opportunity to par cipate in the ini al public offering of New Shares in OneAll Interna onal Limited, a company incorporated in Victoria. The Offer Key Offer Sta s cs Minimum Subscrip on Maximum Subscrip on Offer price Total number of New Shares to be issued Number of Shares held by Exis ng Shareholders 1 Total number of Shares on issue at Comple on of the Offer Total cash proceeds to the Company from the Offer Market capitalisa on at comple on of the Offer 2 A$1.00 1,000, ,000, ,000,000 A$1,000,000 A$117,000,000 A$1.00 2,500, ,000, ,500,000 A$2,500,000 A$118,500, Shares held by some Exis ng Shareholders may be subject to escrow arrangements as required under ASX Lis ng Rules. See Sec on 9.7 for further details of these escrow requirements. 2. Calculated as the total number of Shares on issue on Comple on of the Offer mul plied by the Offer Price. Important dates Event Lodgement of this Prospectus with ASIC Opening Date Closing Date Issue of New Shares Expected dispatch of holding statements Shares expected to begin trading on ASX Date and Time (Australian Eastern Standard Time) 7 September September October October October October 2015 These dates are indica ve only and may change. OneAll reserves the right to vary the dates and mes set out above subject to Corpora ons Act and other applicable laws. OneAll reserves the right to vary the mes and dates of the Offer including to close the Offer early, extend the Offer or to accept late Applica ons, either generally or in par cular cases, without no fica on. Applica ons received under the Offer are irrevocable and may not be varied or withdrawn except as required by law. Investors are therefore encouraged to submit their Applica on Forms as early as possible a er the Offer opens. 01 Investment Overview 9

12 How to invest Applica ons for New Shares can only be made by comple ng and lodging the Applica on Form a ached to or accompanying this Prospectus. Instruc ons on how to apply for Shares are set out in Sec on 2.2 of this Prospectus and on the back of the Applica on Form. Admission to the Official List of ASX The Prospectus is also issued for the purpose of qualifying the Company for admission to the Official List of ASX. The Company will apply to ASX for lis ng and quota on of its Shares, including the Shares, within seven days a er the date of the Prospectus. If ASX does not grant permission for official quota on of the Shares within three months a er the date of this Prospectus, or such longer period permi ed by the Corpora ons Act, none of the Shares offered for subscrip on under this Prospectus will be allo ed or issued and Applica on Monies will be refunded. No interest will be paid on any Applica on Monies refunded as a result of the withdrawal of the Offer. 1.2 Overview of OneAll Topic Summary For more informa on Nature of the Company's business OneAll is a leading premium outdoor furniture designer, manufacturer and distributor recognised for its innova ve and award-winning designs, as well as high-quality manufacturing capabili es. The company has over 220 patents and 270 products that are compe ng with mid- er and highend brands in the European, Australian and US outdoor furniture markets and distributes over 95% of its products directly to established retailers over 42 countries. The company has experienced consistent organic growth of over 25% p.a. in revenue and 40% p.a. in EBITDA in recent three years without borrowings. With access to capital markets, OneAll has the poten al for significant future growth, both organically and through ver cal and horizontal integra ons. Sec on 4.1 The industry OneAll operates in and the market size The global outdoor furniture industry in which OneAll operates is es mated to be A$12.32 billion in 2014 based on ex-factory prices. The main target markets which OneAll distributes to include Western Europe, US and Australia, which have market sizes of approximately A$2.44 billion, A$2.11 billion and A$202 million respec vely, and are es mated to grow at 3.0%, 1.5% and 3.9% per annum respec vely. China is the dominant outdoor furniture producer and the largest exporter globally. Sec on 3 Outdoor furniture market segmenta on The outdoor furniture market can be segmented by price- er, into lowend, mid- er and high-end / luxury. The mid- er segment typically accounts for 40% to 50% of the overall outdoor furniture market while the high-end / luxury segment accounts for 5% to 10% depending on the region. Manufacturer margins are highest in the high-end / luxury segment, where customer price sensi vity is generally low and customers are prepared to pay a premium price for brand and quality. In these segments, product design plays an important role in the customer purchase decision. As a manufacturer and designer, OneAll is therefore well-placed to compete in these segments. Sec on 3 Oneall Prospectus 10

13 Topic Summary For more informa on Distribu on channels and margins for outdoor furniture Outdoor furniture is typically sold to consumers via retail outlets, including specialist retailers (such as Outdoor Furniture Specialists in Australia), general retailers (such as Domayne and Harvey Norman), hardware stores and garden centres. Many manufacturers use wholesalers / importers as intermediaries in the value chain, which typically leads to lower margins, as mark-ups by wholesalers and/or importers can be as high as 100%. Mark-ups through the value chain can increase the retail price of outdoor furniture items by as much as 400% to 500% when compared to manufacturers' ex-factory prices. Sec on 3 OneAll generally sells directly to retailers, bypassing wholesalers and/or importers and allowing it to capture more margins in the value chain as well as offering a more compe ve pricing structure to its retailers. This is likely to be one of the reasons that OneAll's profitability is higher than compe ng manufacturers. Main compe tors of the Company In OneAll's target markets, the manufacture of outdoor furniture is a rela vely fragmented industry comprised of a large number of small to medium sized privately owned manufacturers domes cally. The main compe tors in OneAll's target markets are as follows: Belgium: Royal Botania, Manu and Tribu Spain: Ke al Group and Gandia Blasco France: Fermob and Lafuma US: Brown Jordan and Windward Design Group Australia: Colonial Cas ngs and Tecno Furniture Sec on 3 Product range of the Company OneAll has a comprehensive range of high-quality outdoor furniture products consis ng of chairs, tables, sunbeds, lounges and accessories with contemporary in-house designs. Sec on 4.3 Top selling products LIUS Aluminium sling chair JUNE Aluminium sling sunbed EXPLORER Aluminium Side Table L-FORM Full Aluminium Lounge THEMIS Aluminium/glass extension dining table 01 Investment Overview 11

14 Topic Summary For more informa on The sales network of the Company The company distributes to over 42 countries around the globe with approximately 58% of its revenue generated from European markets, 17% from North America, 8% from South America and 17% from the rest of the world. The company's market share in the mid- er to high-end segment of its key markets is shown in the independent market research report and is as follows: Belgium: 18% Spain: 7% France: 1% Australia: 1% Whilst OneAll has a strong market posi on in some individual European countries, its overall posi on in its target markets is s ll minimal, leaving substan al opportuni es for growth going forward. Sec on 3 and Sec on Key customers of the Company The company's client network consists of 120 clients globally, the key clients include: Client Country Length of Client rela onship (years) Legio Purchasing NV Belgium 13 Inicia va Exterior 3i, S.A. Outdoor Imp. E Exp. Ltd City Furniture TalentiS.R.L. Gardens&Roses Kingfisher Asia Limited Sieger GmbH DomayneDirect Sindomex S.A De C.V Spain Brazil USA Italy Israel France and UK Germany Australia Mexico Sec on Manufacturing of the products 2 OneAll owns and operates its 74,081.33m manufacturing facili es located at Dawang Industrial Park in Zhaoqing City of Guangdong Province in China, where it produces over 50% (57 % in 2014) of total produc on volume. The remaining orders are outsourced to affiliated third-party manufacturers (43% in 2014) where the same quality control standards are applied and monitored by the Company. Sec on 4.5 Suppliers of the Company Raw materials such as aluminium, glass and fabrics account for a substan al 77.49% of total costs of produc on. OneAll is careful in its selec on and management of suppliers, and implements the following strategies: Engaging mul ple vendors to reduce dependency and improve price compe on amongst suppliers; Establishing long-term partnerships with reputable suppliers to secure quality materials at low prices; Managing procurement schedules to mi gate seasonal bo lenecks and maintain full capacity produc on; and Planning aluminium purchases with respect to interna onal price trends to secure volume while hedging risk. Sec on 4.6 Oneall Prospectus 12

15 Topic Summary For more informa on Marke ng strategies of the Company Product innova on and brandings of the Company The Company promotes its products through the following ways: par cipa on in major outdoor furniture exhibi ons in Europe and China including the Spoga and Gafa Fairs, and the China Interna onal Furniture Fair; invi ng clients to visit the Company's sites to demonstrate the Company's produc on capabili es, product range and quality; and publica on of product catalogues in Europe, China and Australia. OneAll operates under the "GardenArt" and "Mezzo" trademarks. The "GardenArt" brand is highly recognised in the European outdoor furniture markets. The company has more than 220 patents around the world and won the pres gious "Red Dot" design award in Germany in Sec on 4.7 Sec on 4.8 Material agreements to the Company's business Agreements that are material to the Company's business include: supply contracts for the supply of raw materials required for the produc on of the Company's products; and sales contracts to provide the Company's products. Sec on 9.4 Key drivers of growth The Company's key growth drivers include: a mature Original Design Manufacturer (ODM) business model that is dis nguished from compe tors who only focus on the manufacturing of products; development of Original Brand Manufacturer (OBM) business model, with poten al margin expansion opportuni es; award-winning research and development capabili es that has developed designs for products that cater to trends in the consumer market in a mely manner; a strict quality control system that monitors the manufacturing process from the sourcing of raw materials to the examina on of final products to ensure that the Company's products sa sfy interna onal standard on furniture quality; Sec on 4.10 high profit margins enabled by targe ng the mid- er to high-end market and direct sales that bypass importers and wholesalers; and a geographically diverse range of customers that minimises seasonal fluctua ons in demand. Key strategies for growth OneAll has conducted extensive analysis of the current state of the industry and is implemen ng a 5 year business growth strategy covering the following: Con nued new product development and expansion of produc on capabili es for organic growth and gaining market share; Pursuing integra on opportuni es with a focus on brand building, franchising, and addressing both the E-market and Chinese market; Improving corporate management and enhancing internal staff training; and Providing be er returns to shareholders by improving financial performance and implemen ng a dividend growth plan. Sec on Investment Overview 13

16 1.3 Key investment features Feature Successful business model Descrip on OneAll has a proprietary and integrated business model comprising of: an innova ve, award-winning, customer focused, in-house design team which designs 95% (OBM 30%) of its products and has registered more than 220 patents globally providing margin expansion opportuni es; prudent supply management capabili es, to ensure a reliable and compe ve supply channel; an all-year-round high-quality manufacturing base and a commi ed work force providing consistent product quality and reliability; and mostly direct distribu ons to established retailers in the European, Australian and US markets, compe ng in the more profitable mid- er to high-end / luxury segments. Its proprietary and integrated business model has enabled OneAll to not only achieve a be er profit margin and growth in revenue over the past few years; but will also form a strong founda on for the group to compete effec vely in the future as the business expands. Well-balanced Board structure with room to expand Growth poten al Strong affilia on with Australia Strong financial performance The Board is comprised of three execu ve directors with extensive industry experience, and two non-execu ve directors. The non-execu ve directors have strong local knowledge in audi ng, accoun ng, tax, and experience in ASX listed companies which will allow them to guide the company in compliance and governance ma ers. The founding execu ve directors have a good command of English, allowing for effec ve communica on with the board at all mes. As the Company grows, the board intends to add at least one addi onal nonexecu ve director with the appropriate experience and background to further strengthen the board. Once admi ed as a listed company, with the accompanying transparency, governance and market awareness, OneAll is planning to increase product lines and produc on capacity in the next 18 months in order to grow its revenue and profit further by increasing its market share in exis ng and new markets. In the longer term, the company is planning to open franchised retail stores to further enhance brand awareness and improve margins, and break into the Chinese market as well as implemen ng a suitable Online-to-Offline (O2O) model in targeted geographic regions. In addi on to organic growth, OneAll is also ac vely seeking both horizontal and ver cal value crea ng integra on opportuni es. The founders of OneAll are Australian Permanent Residents and its products are already distributed to well-known Australian furniture retailers, such as Domayne and the Outdoor Furniture Specialists. Given OneAll's low market share (1%) in Australia, along with a strong forecast for growth in outdoor furniture consump on and its counter seasonal geographic posi on, Australia is a very important market for the company's future growth. Following the successful lis ng on ASX, OneAll also intends to setup its Australian headquarters in Sydney within 12 months. The return on equity (ROE) was over 61% in EBITDA and revenue in FY14 increased 40% and 25% respec vely. OneAll does not have any outstanding borrowings. This provides it with a poten al sound funding base for future growth. OneAll has sufficient cash flows to fund its current opera ons and current plans. Cashflow generated through its opera ons in 2014 was A$12.1 million and over A$9 million for first half of Refer to Sec on 6 for further informa on. Oneall Prospectus 14

17 Feature Dividend policy Commi ed founding Shareholders Highly transparent earnings Descrip on Going forward the targeted dividend pay-out ra o is between 60-80% of statutory NPAT and the es mated 2015 unfranked dividend yield is 8% (based on issuing price). The first interim unfranked dividend for 2015 of A$0.04 per share is expected to be paid in December 2015 to all qualifying shareholders a er the successful lis ng on ASX. The IPO is for the purpose of a compliance lis ng to raise a minimum of AUD$1 million and a maximum of AUD$2.5 million through issuing new shares from the company. There is no sell-down from the original founders. More than 50% of OneAll's clients are established retailers providing a transparent and predictable earnings base. 1.4 Key risk factors Inves ng in Shares involves substan al risks. The key risks as listed in the table below are not exhaus ve and an investment in OneAll should be considered specula ve. Before making an investment decision, poten al investors should read the en re Prospectus. In par cular, investors should give full considera on to the detailed discussion on the risks that are associated with, and which could affect the financial performance of, an investment in OneAll, as set out in "Risk factors" in Sec on 8. Risk factors Summary For more informa on Risk of significant Control by Exis ng Shareholders Liquidity On Comple on of the Offer, all Exis ng Shareholders will hold approximately 97.89% to 99.15% of the Shares (subject to subscrip on amount), which enables the Exis ng Shareholders, if ac ng together, to pass any shareholder resolu on (including a special resolu on) without any new Shareholder. As a result, the Exis ng Shareholders would be able to exert a significant degree of influence over the Company's management affairs and over ma ers requiring Shareholders' approval. There is a risk that OneAll may not be able to meet its financial obliga ons as they fall due. OneAll manages liquidity risk by maintaining adequate cash reserves and by con nuously monitoring forecast and actual cash reserves. Any inability to manage this risk may lead to an adverse effect on OneAll's financial performance. On Comple on of the Offer, all Exis ng Shareholders will hold approximately 97.89% to 99.15% of the Shares (subject to subscrip on amount). Around 89.27% to 88.14% of the Shares held indirectly by Jianhui (Roger) Cao, Huatang (Douts) Li and Jia Ying (Jimmy) Chen may be classified by ASX as restricted securi es and may be required to be held in escrow for up to 24 months from the date of quota on (please refer to Sec on 9.7). The absence of sale of Shares by the Exis ng Shareholders during the escrow period may cause, or at least contribute to, limited liquidity in the market for the Shares. This may also affect the prevailing market price at which Shareholders are able to sell their Shares. Sec on Sec on Investment Overview 15

18 Risk factors Summary For more informa on Export market risk OneAll's products are mainly exported to Europe and the US. This exposes the Company to foreign macroeconomic market vola lity in addi on to the general economic risk in China. In the event that the economic condi on of the countries that OneAll's products are sold to worsen, consumers may postpone or cancel their shopping schedule, which can adversely impact the opera onal outcome of OneAll's business. Sec on Supply chain risk The sales channel of OneAll involves mul ple stages of work done by factory workers, exporters, importers, wholesalers and retailers. Each stage of a product's sales process requires coopera on by personnel responsible for other stages of work to achieve their responsibility in a mely fashion. When any of the middle components of the supply chain fails, it may result in the Company losing part or all of its customers at the end of the chain. Whilst OneAll adopts a direct to retailer sales model, supply chain risks s ll exist. Sec on The effec veness of quality control As the Company has been experiencing high growth in recent years, OneAll plans to expand its produc on capacity by a considerable scale to meet the needs of increased purchasing orders from its clients. As the scale of the Company's business opera ons expands, the Company is exposed to a greater risk of deficiencies in its quality control process. In the event that the average quality of the Company's products is adversely impacted as a result of inadequate quality control, the Company will suffer a substan al amount of damage to the reputa on. Sec on Seasonal cycle effect The outdoor furniture industry is subject to seasonal cycles in its sales. Most orders for outdoor furniture are placed during the period from October to March but there are significantly less orders for the other half of the year. This makes it hard for manufacturers to adjust for different levels of produc on volume. It also increases fixed overheads and nega vely impacts profitability. While the Company is performing well in northern hemisphere markets, it is also ac vely exploring the southern hemisphere markets to mi gate this risk. The goal is to achieve a balanced ra o of the orders coming from southern and northern hemispheres, so that the difference in orders between off-season and busy season can be minimalised. In addi on, the Company produces popular products in advance during offseason, so that it takes the pressure off the busy season, and the Company is able to accept more orders during busy season. Sec on Foreign exchange risk Poten al changes to export tax rebate policy The Chinese Renminbi (RMB) is no longer solely determined by US dollars (USD) and the RMB exchange rate mechanism has become more flexible. As the Company exports majority of its products and the transac ons are se led in USD, while se ling payment for most costs in RMB, the profitability of the Company's business opera ons is reduced in the event that the RMB appreciates against the USD. The export tax rebate policy is an economic policy of China that has significant benefits for OneAll. The outdoor furniture manufactured by the Company is en tled to a 15 % tax rebate rate. Given that most of the Company's products are exported, a decrease in the tax rebate rate will have a significant nega ve impact on the Company. Sec on Sec on Oneall Prospectus 16

19 Risk factors Summary For more informa on Labour cost As a result of China's rapid industrialisa on and urbanisa on process, the labour cost in China has increased significantly. The 2012, 2013 and 2014, the Company's labour cost as a propor on of the total cost was 18.6%, 17.15%, 18.05% respec vely. Therefore, the Company's ability to effec vely control labour cost is a key factor for the compe veness of the products and ul mately affect the Company's performance. In the event that the Company's labour costs increases, the profitability of the Company's opera ons will be significantly reduced. Sec on Raw material cost risk Raw material costs make up % of the total cost, which is a very substan al component. Hence, any large fluctua on in the prices of raw materials will increase the difficulty of produc on management. The Company's profitability may also be affected by fluctua ons in the prices of raw materials. The Company has been closely observing the markets the raw materials that the Company used and aims to make procurement plans on aluminium, stainless steel and plas cs according to the medium to long-term trends of commodity prices. The Company also enters into supply contracts early in advance in order to secure low raw material prices. Sec on Intellectual property rights As a well-known ODM with compe ve design capacity, the Company has received great a en on in the industry. Companies that lack design capacity may imitate OneAll's design of its popular products. The counterfeit products can be extremely similar in style and colour to OneAll's products but with bad quality, which poses a threat to the brand image of OneAll. Hence, the Company is very concerned about protec ng its intellectual property rights. As of the beginning of 2015, the Company has registered 75 design patents in China, 87 design patents in Europe, 67 design patents in Australia and a newly developed u lity model patent. In addi on, the Company is also devoted to figh ng piracy and other acts of infringements of intellectual property rights. Sec on Reliance on key personnel Land-use Rights in China Compe ve environment Similar to all successful businesses, OneAll's business is reliant upon the provision of high-quality marke ng and opera onal services by its founders and senior management team. It is also dependent on its skilled staff and technical personnel for the successful and ongoing opera ng of its business ac vi es. Any change in the quality or quan ty of these services, or an inability to a ract qualified and mo vated personnel to provide these services, could affect OneAll's business ac vi es and financial performance in the longer term. According to the relevant PRC laws, individuals, businesses and other organisa ons can possess land by being granted land-use rights from the local government for limited me periods. There is the risk that OneAll may not be granted extensions for the land-use right where its factories and dormitories are located; however the rights are due to expire no sooner than 28 August While OneAll has no direct compe on in China, OneAll competes with the top- er brands in Europe. Currently, while the Company's products are compe ve in quality and design standards with its compe tors, it does not have brand recogni on as strong as its compe tors. Nonetheless, OneAll offers more affordable prices, due to the fact that the Company has its own produc on facili es and a direct distribu on model. Sec on Sec on Sec on Investment Overview 17

20 Risk factors Poten al merger and acquisi on ac vi es Summary The company is planning to pursue value crea ng integra on through mergers and acquisi ons if it generates sufficient capital through fundraising or organic growth. The company is to implement strict evalua on processes in any poten al M&A deals and has a preference for companies that are closer to end-consumers. However, transac ons may lead to unforeseen expenditures, integra on risks, and difficul es in rela on to its opera onal, financial, control and management systems. For more informa on Sec on Insurance coverage In the PRC it is not customary for businesses to take out extensive insurance protec on. Zhaoqing Vcare has bought comprehensive property insurance and vehicle insurance and Gardenart Guangzhou has bought vehicle insurance. Any uninsured loss or damage, li ga on or business disrup on may result in substan al costs to Zhaoqing Vcare and Gardenart Guangzhou, which could have an adverse effect on Zhaoqing Vcare or Gardenart Guangzhou's business, net assets, financial condi on, and opera onal results. Sec on Approvals, permits and licences OneAll's subsidiaries require certain licenses and approvals to conduct their business. The licenses are subject to check or declara on by the competent PRC authori es, and the standards of compliance required may change. While OneAll's subsidiaries have obtained all the necessary licences and permits for their daily opera ons, they may fail to meet the requirements of current rules or regula ons, and/or not be granted renewal for the licences. These poten al outcomes could have a material and adverse effect on OneAll's business, net assets, financial condi on and results of opera ons. Sec on Key Financial informa on The following table presents a summary of the Group's financial data which has been derived from the Financial Informa on set out in Sec on 6 and should be read together with the Inves ga ng Accountant's Report on the Financial Informa on as set out in Sec on 7. This Financial Informa on has been prepared in accordance with the recogni on and measurement principles prescribed in Australian Accoun ng Standards adopted by the Australian Accoun ng Standards Board which are consistent with Interna onal Financial Repor ng Standards issued by the Interna onal Accoun ng Standards Board, and the accoun ng policies of the Company. The summarised financial data should be read together with the Management Discussion and Analysis of the Financial Informa on in Sec on 6. Oneall Prospectus 18

21 Historical consolidated Statements of Profit or Loss and Other Comprehensive Income Historical FY2012 A$000 Audited FY2013 FY2014 1HFY2015 Audited Audited Reviewed Revenue Costs of Sales (COS) Gross profit Other revenue Sales and marke ng expenses Administra on expenses Other expenses EBITDA Deprecia on EBIT Net interest expense Net profit before tax Taxa on expense Net profit a er tax Other comprehensive income Total comprehensive income 21,733 (14,454) 7, (1,240) (740) (196) 5,699 (288) 5,411 (36) 5,375 (93) 5,282 (8) 5,274 28,566 36,382 23,310 (18,134) (22,079) (13,619) 10,432 14,303 9, (1,535) (1,992) (1,324) (886) (961) (736) (208) (182) (161) 7,943 11,355 7,529 (303) (318) (204) 7,640 11,037 7, ,645 11,043 7,330 (221) (359) (743) 7,423 10,684 6,588 2,743 1,159 1,085 10,167 11,844 7, Directors and key management OneAll has assembled a well-creden aled and balanced Board, and a management team with extensive experience in the outdoor furniture industry. Name Posi on Huatang (Douts) Li Execu ve Chairman Joint-CEO, Co-Founder Jianhui (Roger) Cao Managing Director Joint-CEO, Co-Founder Jia Ying (Jimmy) Chen Execu ve Director Peter Neville Hogan Non-Execu ve Director Fook Weng (Phillip) Au Non-Execu ve Director Experience Mr. Li is co-founder of OneAll and a permanent resident of Australia. He has 21 years' experience in interna onal trade, with extensive knowledge and experience in furniture produc on and marke ng. Mr. Li holds a bachelor degree in Economics from Guangdong University of Foreign Studies. Mr. Cao is co-founder of OneAll and a permanent resident of Australia. He has 21 years' experience in interna onal trade and has mul ple award-winning designs in the global furniture industry. Mr. Cao holds a bachelor degree in Economics from Guangdong University of Foreign Studies. Mr. Chen joined the company in He has extensive knowledge and experience in the food and resource industries, and has founded companies in both the US and China. Mr. Chen studied Business Management and Finance at Fuzhou University and New York University. Mr. Hogan is a resident of Australia and a Chartered Accountant. He has over 30 years of experience in corporate tax, including 17 years as a Partner at PwC, and has served on the boards of several public companies and non-profit organisa ons. Mr. Au is a resident of Australia and a Cer fied Prac cing Accountant. He has over 15 years' experience in business consultancy and is the principal consultant of Phillip Au & Associates. Mr. Au holds a Bachelor of Arts, majoring in Accoun ng and Economics from Macquarie University. 01 Investment Overview 19

22 Name Posi on Dongyao (Tony) Zheng Ac ng Chief Financial Officer Su-King Hii Company Secretary Experience Mr. Zheng is a resident of Australia and has over 16 years' experience in banking and consul ng in China, Hong Kong and Australia. Mr. Zheng holds a Master of Applied Finance and Bachelor of Economics majoring in Accoun ng and Finance from Macquarie University. Mr. Hii is a resident of Australia and is the founder and principal of legal and financial services advisory prac ce, Innoinvest. Mr Hii holds a Graduate Diploma of Applied Finance & Investments, a Master of Professional Accoun ng, a Master of Laws (Commercial Law) and a Bachelor of Laws (Hons) / Bachelor of Applied Science. 1.7 Use of Funds The Company expects to receive proceeds of A$2,500,000 at Maximum Subscrip on and of A$1,000,000 at Minimum Subscrip on from the issue of Shares at the Offer Price of A$1.00 per Share. The table below sets out the proposed use of funds based on the Subscrip on (Total Funds). The amounts represented below may change as a result of fluctua ons in the exchange rate. Use of funds Minimum Subscrip ons Maximum Subscrip ons Amount (A$) % of Total Funds Amount (A$) % of Total Funds Working capital 1,283, Costs of the Offer to be paid out of 1 proceeds raised 1,000, ,217, Total 1,000, ,500, Refer to Sec on 9.9 for more informa on about the costs of the Offer. The proposed use of proceeds described above represents the Company's current inten ons based upon the present plans and business condi ons. The amounts and ming of the actual expenditures may vary significantly and will depend upon numerous factors, including the ming and success of the Company's development efforts. 1.8 Capital structure following the offer The ownership structure of OneAll when the Offer has been completed will be as follows: Shareholder Minimum Subscrip ons Maximum Subscrip ons Number of Shares % Number of Shares % Simply Dynamic Ltd 1 49,334, ,334, Next Champion Ltd 1 49,334, ,334, Ideal Green Investments Ltd 1 5,776, ,776, Oneall Prospectus 20

23 Shareholder Minimum Subscrip ons Maximum Subscrip ons Number of Shares % Number of Shares % Shares held by Exis ng Shareholders who are non-related par es 11,553, ,553, Shares on issue at date of Prospectus 116,000, ,000, Shares offered under this Prospectus 1,000, ,500, Total 117,000, ,500, Simply Dynamic Ltd, Next Champion Ltd and Ideal Green Investments Ltd will retain 89.27% of the Company if Minimum Subscrip on is achieved and 88.14% if Maximum Subscrip on is achieved. 1.9 Answers to key ques ons Topic Summary More Informa on Who is the issuer of this Prospectus? What is being offered? What is the Offer Price? OneAll Interna onal Limited, a company incorporated in Victoria. Pursuant to the Offer, the Company invites Applica ons for 1,000,000 Shares with the right to accept oversubscrip ons up to 1,500,000 addi onal Shares at an Offer Price of A$1.00 each to raise up to A$2,500,000. The Offer Price is A$1.00 per Share. Sec on 1.1 Sec on 2.1 Sec on 1.1 Is the Offer underwri en? The offer is not underwri en. What are the key dates of the Offer? What is the amount to be raised under the Offer? What is the Maximum Subscrip on available under the Offer? What is the Minimum Subscrip on available under the Offer? What will the market capitalisa on of the Company be upon lis ng on ASX? The Offer closes on 12 October The Shares are expected to be allo ed on 16 October The Holding Statements are expected to be dispatched on 16 October The Shares are expected to commence trading on ASX on 22 October OneAll is offering 1,000,000 Shares with an oversubscrip on up to 1,500,000 Shares to raise up to A$2,500,000 before costs of the Offer. OneAll is offering a Maximum Subscrip on of 2,500,000 Shares to raise up to A$2,500,000. OneAll is offering a Minimum Subscrip on of 1,000,000 Shares to raise A$1,000,000. If the Minimum Subscrip on amount is not raised then OneAll will not proceed with the Offer and will repay Applica on Monies received (without interest). Based on the Offer Price of A$1.00 per Share, the market capitalisa on is expected to be A$117,000,000 if the Minimum Subscrip on of 1,000,000 Shares is reached, and A$118,500,000 if the Maximum Subscrip on of 2,500,000 Shares is reached. Sec on 1.1 Sec on 1.1 Sec on 1.1 Sec on 1.1 Sec on Investment Overview 21

24 Topic Summary More Informa on What are the significant tax implica ons of inves ng in the Company? The tax consequences of any investment in the Shares will depend upon an investor's par cular circumstances. Applicants should obtain their own tax advice prior to deciding whether to invest. Sec on 9.13 What are the costs of the Offer payable by the Company? The Company's costs of the Offer are es mated to total approximately A$1,514,000 (exclusive of tax) based on the Maximum Subscrip on amount. Sec on 9.9 How do I apply for Shares? What is the alloca on policy? When will I receive confirma on that my Applica on has been successful? Why is the admission of the Company to the Official List of ASX being sought? You can apply for Shares by submi ng a valid Applica on Form contained within or accompanying this Prospectus (including the electronic version of the Prospectus) in accordance with the instruc ons contained within. The Company will determine the basis for the alloca on of Shares. Holding Statements confirming Applicants' alloca ons under the Offer are expected to be dispatched to Shareholders on 16 October The ASX operates in a world-class regulatory environment mee ng the highest global standards and is the largest western "free" capital market in the Asian me zones. A lis ng on the ASX will become the cornerstone for OneAll's global growth. Not only does the lis ng elevate business percep on and enhances brand awareness, it be er posi ons OneAll to grow in the local Australian market from its current low base of 1% market share organically as well as through value crea ng acquisi ons. Sec on 2.2 Sec on 2.3 Sec on Ques ons or further informa on If you have queries in rela on to this Prospectus, including how to complete the Applica on Form or how to obtain addi onal copies, then you can: contact the Offer Informa on Line on (for Australian investors) or (for Interna onal investors) open from 8.30am un l 5.00pm (AEST) Monday to Friday un l Comple on of the Offer; visit onal.com/investor/prospectus to download and print an electronic copy of the Prospectus. You may only download an electronic copy of the Prospectus if you are a resident of Australia and access the website from within Australia. If you are unclear in rela on to any ma er or are uncertain as to whether OneAll is a suitable investment for you, then you should seek professional advice from your stockbroker, accountant, financial adviser, lawyer or other professional adviser. Oneall Prospectus 22

25 02. Details of the Offer Chair & Table Le :Artena Right:Miami Bo om:california 02 Details of the Offer 23

26 2.1 The Offer OneAll is seeking to raise A$1,000,000 with an oversubscrip on amount of A$1,500,000 through the issue of up to 2,500,000 Shares under the Offer. The Offer is a general public offer. The alloca on of Shares between the Applicants is determined by OneAll at its absolute discre on. The Offer is not underwri en. A Minimum Subscrip on amount of A$1,000,000, represen ng 1,000,000 Shares at the Offer Price of A$1.00 per Share, is required under the Offer. The Offer will not proceed and all Applica ons and associated Applica on Monies will be returned to Applicants (without interest), unless the Minimum Subscrip on amount of A$1,000,000 is raised under the Offer. The Company reserves the right not to proceed with the Offer or any part of it at any me before allotment of Shares to Applicants under the Offer. New Shares will be issued as fully paid Shares and when issued will rank equally with the exis ng Shares on issue. 2.2 How to apply for Shares under the Offer Comple ng the Applica on Form Except as set out below, to par cipate in the Offer, you must complete the Applica on Form a ached to, or accompanying this Prospectus. The Applica on Form contains detailed instruc ons on how to complete the form Payment and submi ng the Applica on Form Payment by BPAY You may apply for Shares online and pay your Applica on Monies by BPAY. Applicants wishing to pay by BPAY should complete the online Applica on Form accompanying the electronic version of this Prospectus which is available at onal.com/investor/prospectus and follow the instruc ons on the online Applica on Form (which includes the Biller Code and your unique Customer Reference Number (CRN)). You should be aware that you will only be able to make a payment via BPAY if you are the holder of an account with an Australian financial ins tu on which supports BPAY transac ons. When comple ng your BPAY payment, please make sure you use the specific Biller Code and your unique CRN provided on the online Applica on Form. If you do not use the correct CRN your Applica on will not be recognised as valid. It is your responsibility to ensure that payments are received by 5.00pm (Sydney me) on the Closing Date. Your bank, credit union or building society may impose a limit on the amount which you can transact on BPAY, and policies with respect to processing BPAY transac ons may vary between banks, credit unions or building socie es. The Company accepts no responsibility for any failure to receive Applica on Monies or payments by BPAY before the Closing Date arising as a result of, among other things, processing of payments by financial ins tu ons. Payment by cheque(s) or bank dra (s): Once your Applica on Form is completed, please send your Applica on Form and cheque or bank dra for the Applica on Monies to the Registry at the address set out below: Mailing Address Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Oneall Prospectus 24

27 Hand Delivery Level 12, 225 George Street, Sydney NSW 2000 Cheque(s) or bank dra in Australian currency; (s) must be: drawn at an Australian branch of a financial ins tu on; crossed Not Nego able ; and made payable: to OneAll Interna onal Limited Offer A/C If paying by cheque(s), Applicants should ensure that sufficient funds are held in the relevant account(s) to cover your cheque(s). If the amount of your cheque(s) for Applica on Monies (or the amount for which those cheques clear in me for the alloca on) is insufficient to pay for the amount you have applied for in your Applica on Form, you may be taken to have applied for such lower amount as your cleared Applica on Monies will pay for (and to have specified that amount in your Applica on Form) or your Applica on may be rejected Acceptance of Applica ons Regardless of the method of lodgement, the Registry must receive the relevant Applica on by no later than the close of the Offer (unless OneAll varies the dates and mes). A completed Applica on Form cons tutes an irrevocable offer to OneAll to subscribe for Shares on the terms and condi ons set out in this Prospectus (including any supplementary or replacement prospectus), and as set out in the Applica on Form. OneAll reserves the right to: reject any Applica on, including Applica ons that have not been correctly completed or are accompanied by payments that are dishonoured; accept late Applica ons received a er the close of the Offer; allocate to any Applicant a lesser number of Shares than that for which any Applicant applied; and waive or correct any errors made by an Applicant in their Applica on Withdrawal or early close of the Offer OneAll reserves the right to withdraw the Offer at any me before the issue of Shares to successful Applicants. If the Offer is withdrawn, then Applica on Monies will be refunded. No interest will be paid on any Applica on Money refunded as a result of the withdrawal of the Offer or otherwise. OneAll will retain any interest, which accrues on Applica on Monies. OneAll reserves the right to close the Offer early Brokerage, commission and stamp duty You do not have to pay brokerage, commission or stamp duty if you acquire Shares under the Offer. Fees are payable, in rela on to the Offer, to Secvest Capital Pty Ltd, the Lead Arranger and Advisor to the Offer. An Applica on processing fee of 2% will also be paid for stamped successful Applica ons lodged by stockbrokers and/or appropriately licensed AFSL holders. Details are set out in Interests of advisers in Sec on These fees will be paid out of the proceeds of the Offer. 2.3 Alloca on of Shares The acceptance of Applica ons and the alloca on of Shares are at the discre on of the Company. In considera on for the Directors agreeing to consider an Applicant's Applica on, the Applicant agrees its Applica on is an irrevocable offer, which cannot be withdrawn. The Company reserves the right to reject any applica on and to allot to an Applicant a lesser number of Shares than the number for which the Applicant applies. No Applicant under the Offer has any assurance of being allocated all or any Shares applied for. 02 Details of the Offer 25

28 2.4 Applica on Monies All Applica on Monies will be held in a special purpose trust account un l Shares are issued to successful Applicants. Applica on Monies will be refunded (in full or in part) if: an Applica on is rejected; an Applica on is subject to scale-back; the Offer is withdrawn or cancelled; the Minimum Subscrip on is not met; or permission for quota on of the Shares is not granted within three (3) months a Prospectus or such longer me as permi ed by the Corpora ons Act. er the date of this No interest will be paid on any Applica on Monies that are refunded. A er Lis ng, or if Lis ng does not occur, OneAll will retain any interest earned on Applica on Monies. Refund cheques will be sent a er the close of the Offer or as otherwise applicable under the circumstances outlined above. 2.5 ASX Lis ng OneAll will, within seven days a er the date of this Prospectus, apply for admission to the official list of ASX and for official quota on on ASX of the Shares offered under this Prospectus. Trading of Shares on ASX is expected to commence on 22 October OneAll will apply to par cipate in the Clearing House Electronic Sub-register System, known as CHESS, operated by ASX Se lement Pty Ltd (a wholly owned subsidiary of the ASX), in accordance with the Lis ng Rules and ASX Se lement Opera ng Rules. On admission to CHESS, OneAll will operate an electronic issuer-sponsored sub-register and an electronic CHESS sub-register. The two sub-registers together will make up the principal register of securi es. Under CHESS, OneAll will not issue share cer ficates to successful Applicants following allotment, OneAll will provide each Shareholder whose address is in Australia with a holding statement (similar to a bank account statement) which sets out the number of Shares allo ed to the Shareholder under this Prospectus. If applicable, the holding statement will also advise Shareholders of their Holder Iden fica on Number (HIN) or Sponsoring Issuer Number (SRN). If a Shareholding changes during a month, the Shareholder will receive a statement at the end of that month. Shareholders may also request statements at any other me (although OneAll may charge an administra on fee). It is the responsibility of Applicants to determine their alloca on prior to the trading of the Shares. Applicants who sell Shares before they receive no ce of their alloca on do so at their own risk. It is expected that the ini al Holding Statements will be despatched by standard post on 16 October 2015 and that trading of Shares on a normal se lement basis will commence on 22 October If you apply, then it is your responsibility to determine your alloca on before you trade in Shares. If you trade in Shares before you receive your ini al Holding Statement, then you do so at your own risk. The fact that ASX may agree to grant Official Quota on to any Shares is not to be taken in any way as an indica on of the merits of OneAll or the Shares offered. ASX takes no responsibility for the contents of this Prospectus. If permission for quota on of the Shares is not granted within 3 months a er the date of this Prospectus, Applica on Monies will be refunded without interest as soon as prac cable. 2.6 Tax implica ons of inves ng in the Company The tax consequences of any investment in the Shares will depend upon an investor's par cular circumstances. Applicants should obtain their own tax advice prior to deciding whether to invest. A general summary of the tax implica ons of inves ng in the Company is contained in Sec on Oneall Prospectus 26

29 2.7 Foreign investors This Prospectus and the Offer do not cons tute an offer or invita on in any place in which, or to any person to whom, it would not be lawful to make such an offer or invita on. No ac on has been taken to register or qualify the Shares or the Offer, or to otherwise permit a public offering of Shares, in any jurisdic on outside Australia PRC residents The informa on in this document does not cons tute a public offer of the New Shares, whether by way of sale or subscrip on, in the People's Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administra ve Region, Macau Special Administra ve Region and Taiwan). The New Shares may not be offered or sold directly or indirectly in the PRC to legal or natural persons other than directly to "qualified domes c ins tu onal investors" Hong Kong residents This document has not been, and will not be, registered as a prospectus under the Hong Kong Companies Ordinance, nor has it been authorised by the Securi es and Futures Commission in Hong Kong pursuant to the Securi es and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (SFO). No ac on has been taken in Hong Kong to authorise or register this document or to permit the distribu on of this document or any documents issued in connec on with it. Accordingly, the Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO). No adver sement, invita on or document rela ng to the Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permi ed to do so under the securi es laws of Hong Kong) other than with respect to Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allo ed Shares may sell, or offer to sell, such securi es in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securi es. The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise cau on in rela on to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice United States residents This document may not be released or distributed in the United States. This document does not cons tute an offer to sell, or a solicita on of an offer to buy, securi es in the United States. Any securi es described in this document have not been, and will not be, registered under the US Securi es Act of 1933 and may not be offered or sold in the United States except in transac ons exempt from, or not subject to, registra on under the US Securi es Act and applicable US state securi es laws. 02 Details of the Offer 27

30 03. Industry overview Sunbed Le :Verona Right:Xanthus Bo om:jupiter Oneall Prospectus 28

31 We Accelerate Growth Frost & Sullivan Australia Pty. Ltd. Suite 1, Level 9, 189 Kent Street Sydney, NSW 2000 Tel: Fax: The Directors OneAll Interna onal Limited Level 27, AMP Centre 50 Bridge Street Sydney, NSW 2000 August 14th, 2015 Dear Directors Independent Industry Report on the Outdoor Furniture Market Introduc on OneAll Interna onal Ltd (OneAll), through its wholly-owned subsidiary GardenArt Furniture Co. Ltd., is a designer, manufacturer and distributor of outdoor furniture. OneAll designs and manufactures in China, and distributes mainly into overseas markets, including Western Europe, the USA and Australia. OneAll is proposing to undertake an Ini al Public Offering (IPO) on the Australian Securi es Exchange (ASX) and has commissioned an Independent Industry Report from Frost & Sullivan for the purpose of inclusion in the prospectus related to the IPO. Frost & Sullivan is an independent market research and consul ng firm opera ng in over 40 countries globally. Founded in New York in 1961, Frost & Sullivan now employs over 1,500 staff. Frost & Sullivan has undertaken a number of market studies in the furniture market and related sectors on behalf of market par cipants and financial ins tu ons. In undertaking this assessment, Frost & Sullivan has relied on secondary informa on derived from recognised public sources, as well as undertaking primary research and store visits. The research was undertaken in the months of July and August All effort has been made by Frost & Sullivan to ensure that informa on in this report is accurate and appropriate at the me of wri ng. Conclusions, and assump ons a ached to those conclusions, are based on Frost & Sullivan's inves ga ons and analyses of the facts as they are known as at August 2015 and Frost & Sullivan is of the opinion that the conclusions and underlying assump ons are reasonable. Auckland Frankfurt Palo Alto Bangalore Bangkok Beijing Bogota Buenos Aires Cape Town Chennai Delhi Dubai Kolka a Kuala Lumpur London Manha an Melbourne Mexico City Mumbai New York Oxford Paris San Antonio Sao Paulo Seoul Shanghai Singapore Sydney Tokyo Toronto 1 03 Industry Overview 29

32 Frost & Sullivan Australia Pty Ltd 2015 When conver ng from other currencies in this report, the following exchange rates have been used. 1 Europe Australia China US$1 = 0.75 A$1.11 RMB6.10 Company Overview and Business Model OneAll designs, manufactures and distributes a range of outdoor furniture which is sold both under retailer brands as well as its own brand (GardenArt) in the 42 countries in which it does business. These business models are known as original design manufacturer (ODM) and original brand manufacturer (OBM) respec vely. OneAll's product range includes lounges, tables, chairs and sun-loungers. Products are manufactured primarily in metal, but also include wood (for example, on table tops), fabric and upholstery. Frost & Sullivan understands that OneAll's sales revenue in 2014 was approximately US$32.8 million (A$36.4 million), and its largest end-markets were Belgium, France, Spain and Australia. These countries accounted for approximately US$15.4 million (A$17.1 million) of sales in total. The sales by country in 2014 were; Belgium - US$8.30 million (A$9.21 million) Spain - US$3.48 million (A$3.86 million) France - US$2.16 million (A$2.40 million) Australia - US$1.44 million (A$1.60 million) OneAll sells to consumers via retailers in each country, with the main retailers to which OneAll sells including Domayne and Outdoor Furniture Specialists (OFS) in Australia, Bristol Garden in Belgium and Castorama and Jardiland in France. OneAll generally sells directly to retailers rather than through distributors or importers, allowing it to capture more value in the distribu on channel. OneAll designs, manufactures and distributes products that address the mid- er and high-end / luxury segments of the outdoor furniture market. The mid- er segment includes products which combine design aesthe cs with quality materials, but which are sold at an affordable price point. The high-end / luxury segment comprises products manufactured in small volumes with a very high level of design and using very high quality materials. OneAll's products have a significant design element, differen a ng the company from many other China-based manufacturers that focus on low-end products with minimal design. 1 Average exchange rates for 2014 (source: OANDA.com) 2 Oneall Prospectus 30

33 Frost & Sullivan Australia Pty Ltd 2015 Execu ve Summary Outdoor furniture comprises a segment of the broader furniture market. In 2014, the es mated value of global furniture produc on at manufacturers' prices was US$555 billion ² (A$616 billion). Since 2010, the value of furniture produc on has increased at a CAGR of 8.7%, with this growth the result of a number of factors, including recovery from the impact of the Global Financial Crisis (GFC) and recovering housing markets in many countries (as purchase of furniture is o en linked to a house move). The manufacture of furniture is increasingly globalised, with cross-border trade in furniture es mated at 29% of global produc on in Global trade in furniture is likely to con nue to grow, and Frost & Sullivan an cipates that it will account for almost Independent 50% of global Industry furniture markets Report by on China the is the Outdoor dominant producer Furniture of furniture Market globally, and the largest exporter of furniture. In 2012, China accounted for an es mated 40% of global furniture produc on. Exports of furniture from China are an cipated to reach US$170 billion (A$189 billion) by ³ The growth in the Chinese furniture industry is the result of a number of factors, including the greater integra on of China into the global economy, the combina on of a skilled and rela vely low cost workforce, the focus by Chinese manufacturers on design and quality improvement to address interna onal markets, suppor ve policies by the Chinese Government (such as reducing tariffs on raw material imports) and the opening in China of produc on facili es by many global companies. Outdoor furniture is es mated to account for approximately 2% of global furniture produc on, or approximately US$11.1 billion (A$12.32 billion) in Outdoor furniture is typically manufactured in three main materials, although a single product can some mes use more than one material (e.g. metal and wood are some mes combined): Natural materials (primarily wood but also ra Plas c; and Metal. an and cane); Addi onally, tex les or upholstery are o en used on outdoor furniture. Outdoor furniture made from natural materials typically uses teak or pine, which are durable in outdoor se ngs. Plas c furniture is typically manufactured from synthe c resins or fiberglass. Metal furniture is generally manufactured in steel, aluminum or cast iron. Aluminum is a rela vely light material, yet is durable and can be formed into a variety of shapes. Unlike stainless steel, it does not require regular upkeep to prevent it from rus ng. Metal furniture is es mated to be the largest segment of the outdoor furniture market, accoun ng for around 50% of global sales.⁴ Based on industry research, Frost & Sullivan es mates that the total market size for outdoor furniture across OneAll's main target markets of Western Europe, ⁵ ⁿ $⁴.²⁸ ⁿ ( $⁴.⁷⁵ ⁿ) ⁿ ²⁰¹⁴, 2 The EU Furniture Market Situa on and a Possible Furniture Products Ini a ve, Centre for European Policy Studies, Ibid 4 Frost & Sullivan es mate 5 Western Europe comprises Austria, Belgium, Denmark, France, Germany, Italy, the Netherlands, Spain, Switzerland and the United Kingdom (UK) 3 03 Industry Overview 31

34 Frost & Sullivan Australia Pty Ltd 2015 with the USA accoun ng for US$1.9 billion (A$2.11 billion), Western Europe US$2.2 billion (A$2.44 billion) and Australia US$182 million (A$202 million). ⁶ These market sizes are based on manufacturers' ex-factory prices. Given mark-ups through the distribu on channel the market value at retail prices is considerably higher. Within Western Europe, the largest market is Germany, followed by the UK, France and Italy (see Figure 1). Figure 1: Western European Outdoor Furniture Market Split by Country, 2014 Source: Frost & Sullivan es mates The Global Financial Crisis had a significant impact on demand for outdoor furniture, and over recent years, there has been limited growth in outdoor furniture sales in Western Europe and the USA, largely a result of flat economic condi ons and weak housing markets. The es mated size of the outdoor furniture market in 2014 in both Western Europe and the USA is s ll below the pre-gfc levels. However, Frost & Sullivan expects that economic growth and recovery in housing markets will s mulate growth in outdoor furniture consump on over the next five years, with the overall market in Western Europe, USA and Australia forecast to grow at a CAGR of 2.4% to reach US$4.82 billion (A$5.35 billion) in ⁷ The strongest growth is an cipated to be in Australia. This is illustrated in Figure 2. 6 Frost & Sullivan es mates 7 Frost & Sullivan forecasts 4 Oneall Prospectus 32

35 Frost & Sullivan Australia Pty Ltd 2015 Figure 2: Outdoor Furniture Market by Region, 2010 to 2019F Source: Frost & Sullivan forecasts Generally, import penetra on of outdoor furniture is increasing in developed markets, as a result of reducing import barriers, improved quality levels by exporters, and the establishment of produc on facili es in loca ons such as China by domes c producers. In Western Europe, imports are es mated to account for around 50% of consump on in 2014, a similar propor on in the USA and approximately 70% in Australia. China is the largest source of imports in each region.⁸ Outdoor furniture is typically sold to consumers via retail outlets. A number of different types of retailers sell outdoor furniture, such as specialist outdoor furniture retailers (such as Outdoor Furniture Specialists in Australia), general furniture retailers (such as Super Amart, Domayne and Harvey Norman), hardware stores and garden centres. Many manufacturers use wholesalers / importers as intermediaries in the value chain, however, this can o en lead to loss of margin, as mark-ups by wholesalers / importers can be as high as 100%. Overall, mark-ups through the value chain can increase the retail price of outdoor furniture items by as much as 400% to 500% when compared to manufacturers' ex-factory FOB ⁹ prices. This is illustrated in Figure Frost & Sullivan es mates FOB stands for free-on-board and defines the point at which the supplier transfers ownership to the buyer. The buyer is esponsible for transporta on costs from the country of manufacture to the country of sale 5 03 Industry Overview 33

36 Frost & Sullivan Australia Pty Ltd 2015 Figure 3: Distribu on Channel Mark-ups for Outdoor Furniture Sources: CBI Market Informa on Database, Garden Furniture in Europe; Frost & Sullivan es mates Frost & Sullivan understands that OneAll generally adopts a business model of selling directly to retailers, bypassing wholesalers / importers and allowing OneAll to capture more margin in the value chain as well as offering a more compe ve pricing structure to its retailers. This is likely to be one of the reasons that OneAll's profitability is higher than compe ng manufacturers. Outdoor furniture can be segmented by price er, and can be broadly divided into three segments: low-end (o en unbranded and basic products with limited styling); mid- er (branded products with styling but at rela vely affordable cost); and high-end / luxury (expensive and rela vely opulent furniture o en purchased for status). Manufacturer margins are generally higher in the mid- er and high-end / luxury segments. In the mider and high-end / luxury segments, the use of design is important to customers, as well as the incorpora on of quality materials. As a manufacturer with a strong focus on design, OneAll is therefore well-placed to compete in these segments. Frost & Sullivan es mates that the mid- er segment typically accounts for 40% to 50% of the overall outdoor furniture market and the high-end / luxury segment 5% to 10%, depending on the country in ques on. The overall value of the mid- er and high-end / luxury segments in OneAll's target markets is approximately US$2,064 million (A$2,291 million). ¹⁰ With sales of US$32.8 million (A$36.4 million), OneAll therefore has an es mated share of under 2% of the mid- er and high-end / luxury segments, sugges ng significant opportunity to grow. OneAll's share varies significantly by country, and is es mated at 18% in Belgium and 7% in Spain, which are its two largest markets. In Australia, OneAll's market share is es mated at 1%, again sugges ng that it has significant scope to grow sales in Australia. OneAll's es mated market share in its main markets is summarised in Table Frost & Sullivan es mates 6 Oneall Prospectus 34

37 Frost & Sullivan Australia Pty Ltd 2015 Table 1: Market Size, Segment Size and OneAll Market Share by Country, 2014 Belgium France Spain Australia Source: Frost & Sullivan forecasts Outdoor Furniture Market Size (US$ million) Mid- er and High-end / Luxury Segment (US$ million) OneAll Sales (US$ million) OneAll Market Share (mid- er and high-end / luxury segments) 18% 1% 7% 1% The manufacture of outdoor furniture is a fragmented industry, largely comprised of small-to-medium sized privately-owned companies with revenue in the range of US$11 million to US$33 million (A$12 million to A$37 million), with few significantly larger companies (Yotrio Group in China and Brown Jordan in the USA are excep ons). OneAll is therefore at the upper-end of the revenue scale for most manufacturers. Based on companies for whom financial data is available, typical opera ng profit margins for European outdoor furniture manufacturers are in the range of 2% to 9%, with an average opera ng profit margin in the latest financial year for companies for which financial data is available of 6.2% (excluding loss-making companies). ¹¹ Yotrio Group, based in Taizhou, Zhejiang, China is one of the largest global manufacturer of outdoor furniture, with sales in 2014 of RMB3.30 billion (US$532 million, A$591 million), an opera ng profit of RMB72 million (US$12 million, ¹² A$13 million) and an opera ng profit margin of 2.2%. ¹³ Frost & Sullivan understands that OneAll's opera ng profit margin in 2014 was approximately 30%, indica ng that OneAll has significantly higher opera ng profit margins than other outdoor furniture manufacturers in its target markets for which financial data is available, as well as when compared to Yotrio Group. This is indicated in Table 2. Table 2: Comparison of OneAll Opera ng Profit Margin with Other Outdoor Furniture Manufacturers OneAll Opera ng Profit Margin 30% 2.2% Yotrio Group Average of European Manufacturers¹⁴ 6.2% Source: calculated by Frost & Sullivan based on OneAll audited accounts, 2014, Yotrio Group annual report, 2014, and financial reports for European companies (latest available year) Frost & Sullivan an cipates that the markets for outdoor furniture in Western Europe, the USA and Australia will con nue to grow in the period from 2015 to 2019, at an overall CAGR of 2.4%. The mid- er and high-end / luxury segments in which OneAll competes account for almost 50% of sales of outdoor furniture in these markets, and imports (especially from China) are accoun ng for a growing propor on of sales in OneAll's key markets. Yours Sincerely Mark Dougan Managing Director, Australia & New Zealand 11 Calculated based on reported company financial data 12 Excludes investment profits 13 Yotrio Group annual report 14 Companies included are Manu, Tribu, Fermob, Hedone, Lafuma, Ke al, Gandia Blasco and Alco 7 03 Industry Overview 35

38 04. Company overview Our Brand Le :Cup Right:Platemate Bo om:service tray Oneall Prospectus 36

39 4.1 Introduc on OneAll is a leading premium outdoor furniture designer, manufacturer and distributor recognised for its innova ve and award-winning designs, as well as high-quality manufacturing capabili es. The company has over 220 patents and 270 products that are compe ng with mid- er and high-end brands in the European, Australian and US outdoor furniture markets and distributes over 95% of its products directly to established retailers over 42 countries. Established in 2001, OneAll is now headquartered in Guangzhou, China with its manufacturing base in Zhaoqing, China, and is supported by a permanent work force of 299 employees. The company has a commi ed management team with many years of experience and co-founders who are ac vely involved in the day-to-day management of the Group. In recent three years, the Group has experienced consistent growth of over 25% p.a. in revenue and 40% p.a. in EBITDA. With access to capital markets, OneAll has the poten al for significant future growth, both organically and through ver cal and horizontal integra ons. 4.2 History A meline of some of the significant events and milestones for OneAll is set out below. Year Event 2001 OneAll was established with a focus on outdoor furniture trading OneAll par cipated in the Spoga Fair (the biggest professional outdoor furniture fair in Europe held in Germany every September) for the first me with a 30m² booth Golden Era collec on was announced at the Spoga Fair OneAll's first patent was registered 2002 OneAll a ended the Spoga Fair for the second me with a bigger 100m² booth Jupiter II collec on was announced at the Spoga Fair OneAll met its two largest clients during the Spoga Fair and long-term close strategic partnerships were established. They con nue to be the largest clients of OneAll to date OneAll registered its first trade mark in China 2006 OneAll commenced construc on of its new factory in Zhaoqing 2007 OneAll registered its first trade mark in Europe OneAll commenced test produc on from its factory in Zhaoqing 2008 The Zhaoqing factory became fully opera onal and commenced produc on 2009 OneAll was awarded mul ple patents in the Guangzhou Yuexiu region 2011 Pyramid collec on won the design award in the 27 China Interna onal Furniture Fair (CIFF) 2015 Mountain collec on won the Red Dot Design Award in Germany OneAll became a regular par cipant at the Spoga Fair with a substan ally expanded booth of 532m². 04 Company Overview 37

40 4.3 Product Range OneAll has a comprehensive range of high-quality outdoor furniture products. The outdoor furniture segment is comprised of the chairs, tables, sunbeds, lounges and accessories product categories Chairs OneAll designs and manufactures contemporary-inspired products including dining chairs, bar stools and conversa on chairs. OneAll's chairs are ergonomically designed to bring consumers tremendous comfort and enjoyment during their outdoor hours. A rustproof tubular aluminium frame is the main material for all of OneAll's chairs. Aluminium is excep onally strong and durable, and has adequate machinability, thus making it an op mal choice for the outdoor environment. The aluminium frames are finished with powder coa ng in different colours to give the chairs a modern and Europeaninspired look. OneAll covers the aluminium frame with a durable mesh fabric that has the elegance of indoor upholstered furniture. OneAll also integrates teakwood into its chairs. Teakwood is natural and durable, and weathers to a silvery grey colour in the outdoor environment, making it an ideal material to put in gardens. OneAll's chairs are breathable, easy to care for and weather-friendly. Chair product examples LIUS Aluminium sling chair #1 top selling product COMOS Aluminium sling chair #3 top selling product SOHO Aluminium sling chair #4 top selling product VERONA Full aluminium chair For the high-end market Tables OneAll's tables are made with wrought aluminium frames coupled with a large range of choices for the table top, including a tempered glass painted top, aluminium slat top, outdoor ceramic top, honeycomb aluminium top and teakwood top. OneAll's table range can be dis nguished by the many func ons it covers. OneAll offers dining tables, extendable tables, bar tables, coffee tables, side tables, folding tables as well as picnic tables in various different sizes to suit venues such as cafés, balconies, galleries and private gardens, among others. The modern design and premium materials of OneAll's tables also makes them a sensible choice for the indoors. Oneall Prospectus 38

41 Table product examples ORLANDO Aluminium/teak dining table White frame & teaktop VERONA Aluminium/glass dining table For the high-end market THEMIS Aluminium/glass extension dining table #5 top selling product FANO Aluminium/glass round dining table Central base design Sunbeds OneAll's sunbeds have simple, contemporary designs. The standard sunbed is equipped with a durable powdercoated aluminium frame with UV-resistant and fade-resistant mesh fabric. The recline offers to 4 to 5 posi ons, offering support and comfort for different ac vi es, such as reading, tanning and napping. Addi onally, customers have the choice of making use of OneAll's easy-care, weather-friendly cushions and to choose from a range of mildew and fade-resistant materials. Sunbed product examples JUNE Aluminium sling sunbed #2 top selling product VERONA Full Aluminium sunbed For the high-end market BOSTON Aluminium sling sunbed With wheel system DERBY Aluminium sling sunbed For the hotel market Lounges OneAll's sofa lounges consist of a powder-coated aluminium base, resin wicker, mesh sling and other outdoor fabrics. Depending on the design, materials such as teakwood, honeycomb aluminium, belt, rope and tempered glass are also used in OneAll's lounge range. OneAll's lounges provide durable sea ng comfort to consumers and are used both outdoors and indoors. OneAll's sofa lounges are designed in different sizes and combina ons. Consumers have the choice of the classic range, including conversa on sets with armchairs, loveseat and sofa, or the indoor-inspired range including the sec onal modular sofa loungers. 04 Company Overview 39

42 Lounge product examples EXPLORER Aluminium sling lounge Good size for Apartment Pa os FERMO Full Aluminium Lounge Popular Model PIEMONTE Full Aluminium Lounge For the high-end market L-FORM Full Aluminium Lounge Special design with simple line Accessories The accessories range offers complimentary func ons to the main product lines. The range of accessories includes service trays, magazine shelves, serving trolleys, table linen, flower pots and func onal side tables, among others. The accessories are also iconic products that are eye-catching, and which differen ate OneAll from its compe tors. Accessories product examples EXPLORER Aluminium Side Table In & Outside Use SEDONA Aluminium sling Rack Foldable & Lightweight DERBY Aluminium Serving Trolley Wheel System FERMO Aluminium Service Tray Prac cal & Lightweight Oneall Prospectus 40

43 4.4 Sales and Key Clients Sales Strategy OneAll's key sales strategy involves shortening the delivery chain. The strategy is to eliminate the involvement of importers and wholesalers and, instead, establish a direct rela onship with retail stores. The shortened sales channel allows the Company to not only increase its profit margin but also offer more compe ve pricing. The Company now has a sales network consis ng of 120 clients in 2015, of which 85% are retailers, indica ng the successful implementa on of OneAll's sales strategy Sales Channels With 15 years of successful expansion, the Company currently exports to over 42 countries around the globe. Its major markets include Europe, North America, South America, Australia and the Middle East. The sales channel includes large furniture chain stores and exclusive outdoor furniture stores, and some of the key clients include Legio Purchasing NV, Ini a va Exterior 3I SA and Domayne Australia Key clients OneAll categorises clients into three classes (A, B and C) based on their order quan ty. Currently 8.1% of clients are categorised as Class A, who collec vely account for 55% of total sales, while the remaining 91.9% of the clients are categorised as Class B and Class C, accoun ng for 45% of total sales. The categorisa on structure allows OneAll to be er manage and serve its clients. Class A clients, being fewer in number but with a large orders provides business stability and enables OneAll's factories to schedule regular produc on. Class B and C clients, being large in number but with smaller orders at higher sales prices, provides the Company with higher profit margins and poten al for future development and growth. List of top 10 clients in 2014 (based on order quan ty) Client Legio Purchasing NV Inicia va Exterior 3i S.A. Outdoor Imp. E Exp. Ltd City Furniture Talen S.R.L Gardens & Roses Kingfisher Asia Limited Sieger GmbH Domayne Direct Sindomex S.A De C.V Country Belgium Spain Brazil USA Italy Israel France, UK Germany Australia Mexico Profile The largest outdoor furniture chain store in Belgium Total of 20 stores Distributor of a famous Spanish outdoor furniture brand Sales cover North Africa region, Spain, Portugal and the Mediterranean coast. Distributor of famous Brazilian outdoor furniture brand Sales cover most of South America. General furniture chain store in Florida Total of 17 stores Sales cover both indoor and outdoor furniture. Distributor of an Italian outdoor furniture brand Outdoor furniture chain store in Israel One of the most influen al furniture stores with a total of 7 stores One of the companies listed among Fortune 500 Ranked third in the Home Renova on Retail Industry globally A total of over 600 stores in Asia and Europe Distributor of a renowned German outdoor furniture brand Largest furniture chain store targe ng mid- er to high-end consumers A total of 18 stores covering the en re Australia Famous Mexican furniture chain store Total of 5 stores and expanding rapidly Length of Client rela onship (years) Company Overview 41

44 4.5 Manufacturing Orders received by the Company are allocated to one of the two produc on op ons below: In-house manufacturing. The orders are manufactured in Zhaoqing Factory. The total output from Zhaoqing Factory accounted for 57 % of the total produc on in Outsourced manufacturing. The orders are outsourced to affiliated third-party manufacturers, which accounted for 43% of the total produc on in The Company has an efficient produc on management system, where the high-demand products can be manufactured in advance during off-seasons in order to reduce the pressure on produc on during busy seasons In-house manufacturing 2 The Company owns and operates its 74,081.33m manufacturing facili es located at Dawang Industrial Park in 2 2 Zhaoqing City of Guangdong Province, China. The facili es consist of three factories of 9,600m, 9,200m, and ,800m respec vely, and three workers' dormitories of 2,400m, 2,000m and 1,500m respec vely. Currently there are 281 permanent employees in the factory, who provide a produc on capacity of 40,000 pieces of furniture per month or 440,000 pieces of furniture per year (the factory operates 11 months of the year, and closes for one month every year during the Chinese New Year holiday and for maintenance). The machineries in the factory include 20 automated industrial sewing machines, 30 raw tube processing machines, 10 special lathe, planer, milling machines and 3 powder-coa ng lines. The manufacturing site is also equipped with other facili es including an electricity substa on, a sewage disposal system, exhaust fan devices, compression system, fire services, and gas infrastructure Outsourced manufacturing OneAll currently has two designated external manufacturers for the Company, which ensures the quality and meliness of the produc on. The Company has very extensive evalua on processes and strict selec on criteria for external producers with sustainable business philosophy that integrates with OneAll's development plans, including due diligence of the external manufacturers on the following aspects: quality control system to ensure that their product quality is in line with the Company's standards accoun ng system and capital management structure to ensure there is sufficient produc on capital for the orders produc on capacity to ensure that there will be no delay on product delivery cost management to ensure compe ve pricing that is close to or below the market price The Company also takes measures to ensure the sufficient protec on on its intellectual property rights Quality Control System OneAll has a strict quality control system in place for the development, produc on and sale of its products. Development Phase: The Quality Control (QC) Department is involved in product development phase, tes ng design samples produced by its R&D department against high quality standards focusing on product func onality and safety. OneAll, as a mid- er to high-end supplier, adopts EN-581 as its lowest quality control standard. If the design samples meet internal standards, OneAll carries out small scale pilot produc on for further monitoring and quality checks. The decision on whether the new design can enter into the produc on phase is based on the results of the quality control evalua on conducted by the QC and R&D departments. Oneall Prospectus 42

45 Produc on Phase: Mass produc on begins with incoming quality control tests on all materials and accessories, both in-house and outsourced, used in the produc on process. Any material or accessory that fails tes ng will be rejected and returned to suppliers for replacement. Throughout the produc on process, OneAll implements in-process quality control tests at every stage of manufacturing on a daily basis. This ensures that quality faults are iden fied and solved across different departments, and that no defec ve items are passed onto the next stage in the produc on process. Sale/A er-market Phase: Upon assembly, products must pass final quality control and outgoing quality control tests specific to the product and its characteris cs, which may also include customer-specific requirements. Unsa sfactory products are returned to the relevant departments for rework, and not accepted for packaging and sale. A er products are delivered, feedback from the market and customers regarding product quality and sa sfac on is collected. OneAll's Quality Control Department analyses the informa on and develops ways to improve both the produc on process and customers' experiences. 4.6 Suppliers The Company mainly uses aluminium, fabrics (mesh), glass, and PE wicker to produce furniture, accoun ng for a substan al 77.49% of total costs of produc on. Therefore, the selec on and management of materials suppliers is an important aspect of produc on management. Mul ple Suppliers Main materials all have two or more suppliers, reducing the dependence on a single producer and hedges supply risks. Moreover, using mul ple suppliers also promotes compe on amongst suppliers on price, quality, delivery me and other service components. With the appropriate amount of supplier compe on, the Company is able to enjoy the provision of quality service at low cost. Long-term Rela onships The Company strives to work and establish long-term strategic partnerships with well-known raw materials companies in the industry. This ensures that materials supplied meet the quality standards of the Company, and the steady quality increases consumers' confidence in the Company's products. Moreover, because well-known suppliers grasp development trends and have deep knowledge of the industry, their designs are industry-leading and bring the Company an advantage that normal Chinese companies cannot match. Procurement Management The outdoor furniture industry typically faces seasonal bo lenecks in the procurement of raw materials. However, the Company, according to specific circumstances and produc on plans, places orders in suppliers' periods of undercapacity. This not only results in the Company being able to run at full capacity 11 months of the year, but also in receiving raw materials at preferen al prices, shorter delivery mes and addi onal advantages. Aluminium Purchase Planning Aluminium, at 34% of total purchases in 2014, is the largest raw material component of the Company's purchases. The Company has clear purchase plans, according to medium to long term price trends in domes c and interna onal markets, with the two main suppliers of aluminium. Ul mately, the Company is able to secure prices that are either in line or be er than prevailing market prices, and prevents a high cost being passed on to consumers. 4.7 Marke ng Exhibi ons Spoga and Gafa are the biggest outdoor furniture exhibi ons in Europe in terms of scale and influence and they are held in Germany every September. OneAll has been a ending the Spoga and Gafa exhibi ons every year since Company Overview 43

46 2 and had a 532m booth in The Company officially announces its new products for the next year at Spoga. The exhibi on is also a great pla orm for the Company to meet poten al clients and enhance rela onships with exis ng ones. China Interna onal Furniture Fair, which is held annually in March in Guangzhou, China, is another major exhibi on that the Company a ends. As a leading outdoor furniture company, OneAll has always been provided with a 2 prominently located and generously spaced booth of over 600m. Because of the geographic and ming difference of the two major exhibi ons, Spoga and CIFF provide the Company with a wider range of clients and seasonal balance for product orders Site Visits In addi on to exhibi ons, partnerships between the Company and its clients are enhanced through site visits. New clients can visit the Company to gain be er understanding of the business in terms of its produc on scale, product quality and product range. Exis ng clients mostly visit the Company to discuss their exis ng partnership and make plans for the development and produc on of new products. Relevant personnel from the sales and design departments visit clients in different markets regularly in order to understand the latest trend of each market. The informa on gathered allows the Company to develop future expansion strategies accordingly Product Catalogues The major markets for outdoor furniture are western developed countries, where outdoor ac vi es are integrated as part of the country's culture. Given that China is an emerging market for outdoor furniture and, as such, s ll lacks the environment and culture for the market to rapidly grow, the Company has devoted large amounts of resources to produce catalogues catering to the western market. This process includes delivering new products to Europe and Australia for catalogue photos to be taken. As a result, the product catalogue has received posi ve comments from many clients, and increased sales volume. 4.8 Product innova on Design and development Product design and development are key factors to the Company's sustainable growth as an ODM supplier targe ng mid- er to high-end markets. The Design and Development Department researches the outdoor furniture designs in the global market and then makes plans for new product developments according to the latest trends in the global market. Jianhui (Roger) Cao, who is also one of the founders of the Company, is the director of the design department. Roger is in charge of both the Design Department and distribu on management. One of the most common mistakes that many designers make is having an ar s c masterpiece with li le to no commercial value. Roger has the ability to incorporate into his work both unique design concepts and commercially realisable value. Moreover, the Company also obtains the latest news in the market through Roger's ac ve involvement with retailers. As a consequence, the new products being designed cater to the needs of the market, resul ng in a be er market share. The Design Department consists of five key experienced and skilled designers who have been with the Company for some me. They are responsible for undertaking the ini al collec on of data in the market and the analysis of the raw data. They are also involved in the en re process of idea genera on, new product design, development, sampling, evalua on, approval of samples and, finally, mass produc on in the Produc on Department. Addi onally, the designers work closely with the Quality Control Department to implement the high-quality control standards. 95% of OneAll's current products were developed through the in-house design team. The Company holds more than 220 design patents around the globe. The MOUNTAIN Collec on, the latest of OneAll's designs, won the 2015 Red Dot award in Germany in its first year of entering the compe on. Oneall Prospectus 44

47 4.8.2 Intellectual Proper es and Brandings Style your nature! OneAll Group has 5 registered trademarks in Europe, 4 registered trademarks in China, 3 in Canada and 2 in New Zealand. The Group's five key registered trademarks are shown above. The Group also has a number of registered patents for the design of its products in Australia, China and Europe. The quan ty of the registered patents in each area is set out in the following table. Product Range Number of registered patents China Europe Australia Chairs Tables Sunbeds Lounges Accessories Employees OneAll currently has a total number of 299 employees of which 277 employees are working at the factory and 22 employees are working at the Company. The Company consists of a design team of five people and other senior management personnel Key Growth Drivers Successful Business Model The majority of the companies in the outdoor furniture industry in China implement the Original Equipment Manufacturer (OEM) model instead of the Original Design Manufacturer (ODM) model. OEM is a model where the company is involved only in the manufacturing of products that is designed and sold by the manufacturer's customers. This model constrains the manufacturing company's growth, as the client controls the aspects that add much more value to the final product. As a result, the manufacturing company is at the lowest level of the supply chain, where the profit margin is low and risk is high. OneAll, on the other hand, is a leading company in the ODM business, where 95% of the Company's total revenue is generated from ODM orders. Under the ODM model, the Company is responsible for the design and sales of products as well as manufacturing. The Company adds value for clients through its designing, manufacturing and sales channels. OneAll is engaged in conversa ons with the Company's clients to explore new markets and ways to increase market share. With clients are relying heavily on the Company's brand, design and produc on capability, the Company is able to implement strategic decisions on product development, marke ng and sales to enhance the profitability of the Company's business opera ons Research and Development Capabili es As the outdoor furniture industry grows, consumer demand for more unique and trendy designs, as well as high 04 Company Overview 45

48 func onality and comfort of the furniture increases. This has set a higher standard for all the outdoor furniture companies. Companies that cannot provide reasonably priced products with good quality will be eliminated by the market. Since establishment, the Company's research and development capability in crea ng new designs has been the core compe ve advantage of the Company for the past 15 years and has successfully differen ated the Company from other players in the market. Jianhui (Roger) Cao is the design director as well as one of the co-founders of the Company. He has years of experience in the manufacturing, distribu on and design of outdoor furniture. His work includes the Golden Era, the Soho, the Jupiter II, the Sedona, the Mountain, and the Verona series, which are widely recognised by industry professionals and end consumers. Mr. Cao's design philosophy is that a product's design must incorporate both the market's wants and the designer's interpreta ons. This is also the Company's standard when designing new products. 95% of the Company's products have been developed by the Company's in-house team. The Company, which primarily implements the ODM model, is steadily moving into a more Original Brand Manufacturer ( OBM)-oriented business, where the Company's products are iden fied with the Group's own branding. As a testament to the Company's research and development capacity, the Company owns more than 220 design patents around the globe. In 2015, OneAll's new Mountain Collec on won the Red Dot Award in Germany. This award reflects the recogni on that OneAll design team has received from the industry on a global level High-Quality Products Mid- er to high-end markets adopt very high product quality standards, which prevents many Chinese companies from entering this market. The Company's current quality control system is established with strict evalua on criteria based on the conven onal European EN-581 standard. This ensures that all OneAll products meet the high quality requirement by the market. The Company also has strict selec on criteria for its suppliers on raw materials. Most of the suppliers are leaders in their industry and the Company has established long-term strategic partnerships with its suppliers. For example, the Company sources a large amount of acrylic fabric, which is used in seat cushions, from a major supplier in Spain. Moreover, all raw materials go through internal quality control procedures before entering the warehouse, so that the quality can be ensured from the beginning of the manufacturing process. The Company have control measures that monitor the quality of finished and par ally finished goods in the factory, which ensures the product quality at each stage of the manufacturing process. In addi on, the Company engages an authorised third-party ins tute to conduct regularly checks on the Company's product quality to ensure that the products are not only qualified under the Company's standards, but also qualified under the EN-581 standard in Europe. Under the strict quality control management system, the Company has maintained a good record of product quality with no instances of significant quality issues (or defects) High-Margin Model The total sales volume across different categories of products in 2014 is 520,000 pieces. The gross profit margin is % in FY2014. The higher profit margin is primarily achieved through the following factors: The Company targets the mid- er to high-end market and directly competes with top er brands in Europe. The mid- er to high-end market has a far higher profit margin compared to the low-end market. The Company is posi oned at the higher end of the smiling curve due to its brand name and design capabili es. Moreover, it also has the capital to provide more value-adding services as well as produc on quality control. The Company adopts a sales strategy that goes directly from factory to retailers which, in essence, bypasses importers and wholesales. Hence, part of the profit from the importers and wholesalers now contributes to the Company's higher profit margin as well as lower prices. Oneall Prospectus 46

49 Minimal Seasonal Fluctua ons The outdoor furniture market is subject to strong seasonal fluctua ons, where resources are focused on produc on in winter and sales in summer. Most of the Chinese furniture manufacturers concentrate their produc ons between October and March every year, which is when they receive most orders from the Northern Hemisphere. These orders are usually have short deadlines and puts great pressure on the produc on lines. This problem is especially true during the Chinese New Year when the busiest period in the factory coincides with na onal public holidays. Many company's management teams face this problem, but for which they have yet to find a solu on. On the other hand, the number of orders reduces significantly for the other half of the year (i.e., April to September) and, thus, the demand for produc on declines sharply. As a result, companies reduce a large por on of their employees while manufacturing overheads increase for the whole year, which, in turn, lowers the profit margin. OneAll's minimises seasonal fluctua ons by ac vely exploring the Southern Hemisphere markets in addi on to exis ng business in the Northern Hemisphere. This strategy allows the Company to achieve a more balanced por olio of clients in terms of geographical loca on, which provides a solu on to the seasonal fluctua on problem that many other Chinese companies face. Moreover, the Company produces some of the highly demanded products in advance during off-seasons, which more efficiently allocates the produc on capability throughout the year and increases the Company's ability to accept more orders during busy-seasons. This strategy also allows the Company to run at full produc on capacity for 11 months a year, with reduced produc on levels during the Chinese New Year and other public holidays. While the compe tors hire labour workers only on a contractual basis for busy seasons with higher pay rates, OneAll's approach increases employees' loyalty to the Company and equips the Company with a more efficient workforce Strategies for Growth The company is market-oriented and targets the mid- er to high-end outdoor furniture industry. It is also ac vely seeking to improve product quality, increasing produc on capacity and inves ng more resources into R&D, as well as u lising the internet to make sales to customers from all over the world. Moreover, the company plans to further enhance brand awareness based on its sustainable development business philosophy combined with capital management advantages, and become a company with R&D as its core compe ve advantage backed by manufacturing capabili es. The company will ul mately develop a franchise network that integrates into the exis ng supply chain to promote its brands directly to consumers. The Company has analysed the current trends and state of the industry as well as its major compe tors. Based on that analysis, a five-year development plan below has been made. In execu ng its plan, OneAll will consider both organic growth and merger and acquisi on opportuni es to determine what will achieve the best outcome for all shareholders Product design and development Design development is the core of the compe ve advantage of the Company that allows the Company to differen ate itself from its compe tors. Hence, the Company will keep increasing its investment in design and development. The Company's plan to enhance its design and development capabili es involves: expansion of the current design and development team The Company will offer a rac ve remunera on for the right candidates. Training and external study opportuni es will also be provided to increase the overall human capital;and strengthening coopera on with various reputable furniture ins tu ons and design studios around the world to develop new products with different styles to make use of external resources that can complement the exis ng design team Brand building Since the incep on of the Company in 2001, the Company has become one of the leading outdoor furniture ODM in China. The high brand awareness is not only within the professional area. It is also well-recognised by consumers in the EU and US regions. The Company is planning on inves ng more into brand building and further increasing the brand awareness of GardenArt in the market. In addi on, strict quality control measures, be er a er-sales services and leadership in new products will help convert brand awareness to loyalty to the brand, which will eventually enable the Company to take part in different components of the supply chain. 04 Company Overview 47

50 China is one of the largest producers for outdoor furniture, but most of the manufacturers are s ll implemen ng the OEM model, which suffers from low profitability and weak compe veness. OneAll has adopted a very mature ODM model, which differen ates itself from its peers in China. However, the Company has also realised that it needs to switch from ODM to OBM to really stand out in the industry and endure the fluctua ons in the market Expansion of produc on capacity As the business has grown rapidly in recent years, the produc on capacity of the factory can no longer meet the needs of the market and the Company has had to reject orders every year due to its limited produc on capacity. The main reasons for this are the fact that the factory in Zhaoqing is already running at full capacity, the labour supply in the southern area of China is decreasing, and annual increases in labour cost. The Company's plan to increase its produc on capacity comprises the following ac ons: inves ga on and evalua on of different ci es in mainland China to select an op mal loca on for the new produc on base. One of the criteria for the loca on selec on is adequate labour supply where labour cost is lower than the coastal area of China. This will enable the Company to increase its produc on capacity while having produc on cost under control. The ini al plan is to have the construc on of the new produc on base completed in three stages and at comple on to possess the same produc on capacity as the Zhaoqing factory. This will double the total produc on capacity of the Company. introduc on of cu ng-edge produc on facili es, improving the automa on level of produc on in order to improve produc on efficiency. strengthen affilia ons with industry leaders. Some of the regular products with uncomplicated produc on process can be outsourced to other companies, thereby increasing produc on capacity with external support Franchised stores development under the brand GardenArt Franchising can act as a good channel to promote the brand. A franchising network can also help improve performance and sustain growth. In the next five years, the Company will execute a strategy to break into the retail industry by gradually establishing GardenArt branded franchised stores around the globe. The exis ng sales channel includes furniture chain stores and exclusive outdoor furniture stores in the markets of Europe, Australasia, South America, North America, Middle East and Africa, among others. The main countries include Belgium, Spain, France, US, Australia and Israel. More than 85 % of our clients are retailers. The client base includes a network of over 120 clients of different sizes. The Company will try to convert a por on of the clients into our own branded chain stores through acquiring some of the retailers of the Company's products. Furthermore, the clients can also choose to join to operate a franchise store to form a closer partnership. Addi onally, flagship chain stores will be established in major ci es to s mulate sales in the local sales network and further enhance brand awareness of GardenArt. It will also support the development and training of new franchisees E-commerce pla orm The Company plans to implement plans to take advantage of the recent growth in e-commerce. The Company will adopt an online-to-offline (O2O) model where the Company will operate an online store that requires purchasers to collect their purchases at the Company's offline retail stores, thereby encouraging consumers to engage with the Company's sales and promo onal personnel. In recent years, there have been a number of furniture e-commerce pla orms emerging in western developed countries such as the US, Canada, France and the UK, among others. These pla orms are mature and large in scale. As a tradi onal company, OneAll's biggest hurdle in stepping into e-commerce is its lack of experience in online opera ons and lack of a professional e-commerce team. Therefore, the Company will choose to collaborate with exis ng e-commerce pla orm providers to study the industry and geographical trends in order to develop a business model that suits the Company's needs. Oneall Prospectus 48

51 Explora on of the Chinese market In recent years, the standard of living in China has increased as a result of rapid economic growth. The culture of modern Chinese has also been gradually more influenced by western culture. This has created a huge opportunity for the outdoor furniture market in China for the next two to ten years. he Company will establish a sales team dedicated to the domes c market that will focus on developing partnerships with distributors and furniture designers at various parts of China to cater to the high-end housing market. Once experience has been accumulated in the industry, the Company will set up flagship stores and franchised stores in the major ci es of China. The Company will also target the high-end hotels predominantly located in the coastal areas of China. The outdoor furniture provided for the gardens and restaurants in those hotels has long been dominated by foreign brands. The Company's products have a huge compe ve advantage in terms of design, quality and price for value. Hence, the Company will focus on obtaining contracts to provide outdoor furniture to those hotels Team building and talent acquisi on As the Company increases its produc on capacity, launches its e-commerce pla orm, and establishes its retail network according to the development plan of the Company, the Company will face a greater demand for human resources. Hence, the main focus areas for human resources management for the next five years are the following: se ng up a training centre where employees from different areas of the business can be trained in skills that allow them to work in the factory, sales department, finance department and other managerial roles. The training will be provided to increase the skills of the human capital of the Company. establishing a comprehensive training system that would include on-board training, on-the-job training, management training, sales skills training and product knowledge training, among others to improve produc vity of employees. recrui ng high-quality graduates from reputable universi es in China, especially graduates whose majors are design, sales and management. A talent reserve can be established through various types of training in order to meet the Company's requirements in its high-growth stages. improving the evalua on and remunera on system. The employees will be evaluated on their contribu on and performance. Employee remunera on will be adjusted according to their evalua on result to mo vate employees. gradually establishing addi onal incen ve mechanisms to a ract the talent to provide long-term service to the Company Improved management A er 15 years of development, the Company has established an opera ons management system that covers design, produc on, quality control, sales, storage, logis cs and a er-sales services. We also realised that in order to accomplish the next five-year plan, all the exis ng opera ng systems need to be adjusted and improved. The Company considers this IPO as an opportunity to further op mise the corporate and management structure to improve the efficiency of the Company's business opera ons in order to achieve sustainable growth. In terms of financial management and internal control, the Company provide training to employees to improve on their skills in capital deployment and budget management. This will help support the Company as it seeks to increase ver cal integra on in the supply chain. The Company will also improve its exis ng informa on systems to enhance its ability to collect and analyse informa on collected in the market. The Company will also establish a central database to promote the u lisa on of data analysis, especially the analysis of the characteris cs of consumers in different markets. This analysis will provide significant support to the management team of the Company in making decisions. 04 Company Overview 49

52 生产 05. Key individuals,interests and benefits Produc on Le :Upholster Chair Right:Aluminium Welding Bo om: Factory Entrance Oneall Prospectus 50

53 The Company is very cognizant of investor expecta ons with respect to governance and communica ons. In that regard, the majority of the OneAll Board is cons tuted of Australian resident directors who have extensive skills and experience in both business opera ons and governance. The Board and senior management have a broad base of experiences covering opera onal, technical, corporate and commercial backgrounds spanning a number of decades across a range of different industries. The Board is well posi oned to implement, oversee and monitor the Company's strategic objec ves. Addi onally, OneAll's bilingual Joint-CEOs, Roger Cao and Douts Li, spend about half of their me in Australia to facilitate mely and accurate engagement with the market. 5.1 Board of Directors and Management Team At Lis ng, the Board will comprise five members, consis ng of the Execu ve Chairman, the Managing Director, one Execu ve Director and two Independent, Non-execu ve Directors. The following table provides informa on regarding the Directors, including their posi ons and exper se. Experience Huatang (Douts) Li Mr Li graduated with a degree in economics from Guangdong University of Foreign Studies in He has 21 years of experience in interna onal business, more than 13 years of which were spent in procurement in China. Mr. Li has held a decision-making role in selec ng Chinese suppliers for two European furniture & houseware chain shops. During this me, he visited and evaluated more than 300 Chinese factories. He s ll maintains very close rela onships with various industry leading companies. Moreover, Mr. Li also provided consulta on and training for companies with regard to produc on, business expansion and development. He has long-term collabora ve rela onships with senior execu ves of the European furniture shops. Mr. Li is highly familiar with the needs and trends of the western retail market and he manages the Company's opera ons based on his in-depth knowledge of the market, which has resulted in the Company's outstanding performance. Role Exper se / Qualifica ons Loca on Independence or affilia ons Execu ve Chairman, Joint-CEO, Co-Founder Bachelor of Economics Gold Coast, Australia Not independent, founding shareholder and joint-ceo Legal or disciplinary ac on Insolvent companies Nil Nil 05 Key Individuals, Interests and Benefits 51

54 Experience Jianhui (Roger) Cao Mr Cao graduated with a degree in economics from Guangdong University of Foreign Studies in He has accumulated 21 years of experience in interna onal business and has been working in the furniture sector since gradua on. He has in-depth knowledge of the designing, manufacturing and marke ng process of metal furniture. From 1999 to 2000, he gained experience collabora ng with European mul na onal corpora ons, with his main du es including administra on, furniture procurement, product development and design. While handling the role, he had great exposure to t h e a d v a n c e d E u r o p e a n c o r p o r a t e m a n a g e m e n t a n d o p e r a n g methodologies, which inspired him and gave him in-depth understandings of the western market. Mr Cao also worked with European designers and developed new product designs. Some of Mr. Cao's achievements in design include the following: In the year of GardenArt's establishment in 2001, he designed and developed the GoldenEra series, which achieved great success in the Spoga Exhibi on in September of that year. This series of products became the best-seller in the following three years and the design was replicated by most of the domes c and foreign compe tors throughout He developed other products series, including Jupiter, Soho, Boston, Lisbon, Sedona, Verona, with either an innova ve design in the physical structure, a breakthrough in the func onality of the product or a pioneer use of the advanced material mix. Each series has outshone compe tors in the market and achieved high popularity and cri cally acclaimed results throughout each period. In 2015, his design piece Mountain Picnic Table won the Red Dot Award in Germany. Role Exper se / Qualifica ons Loca on Independence or affilia ons Legal or disciplinary ac on Insolvent companies Managing Director, Joint-CEO, Co-Founder Bachelor of Economics / professional designer Gold Coast, Australia Not independent, founding shareholder and joint-ceo Nil Nil Oneall Prospectus 52

55 Experience Jia Ying (Jimmy) Chen Role Exper se / Qualifica ons Loca on Independence or affilia ons Legal or disciplinary ac on Insolvent companies Mr Chen Started ter ary educa on in Fuzhou University in 1990 with a major in Business Management and started further educa on in New York University Stern School of Business in 1993 with a major in Business Management and Finance. Mr Chen established a food logis cs opera ng company, CHINA WOK, in the US, supplying products and providing management services to more than 1000 Chinese restaurants during the peak seasons. Mr Chen then returned to China in 2006 and joined GardenArt focusing on the execu on and management of special projects. Meanwhile, he also established Stone Monkey Company Limited and transi oned from marble mining to commercial trading. Currently, the company is con nuously expanding the business in the supply chain of the stone processing industry under his management. Execu ve Director Bachelor of Business Management New York, US Not independent, Execu ve Director Nil Nil Experience Peter is a chartered accountant and is currently a strategy & development execu ve with Incitec Pivot Ltd (ASX:IPL). Peter commenced a 16-year career with the Australian Taxa on Office (ATO) in 1969, where he worked in the Assessing, Inves ga on and Appeals branches. He has also held senior management posi ons in the ATO for four years. Peter Neville Hogan Peter le the ATO in 1985 to join Coopers & Lybrand as a tax manager. In 1991, he was admi ed as a tax partner of Coopers & Lybrand, which subsequently merged with Price Waterhouse in 1998 to form PricewaterhouseCoopers (PwC). A er 23 years with PwC and 17 years as a corporate tax partner advising public and private companies and Australian subsidiary companies of mul na onal groups on corporate tax ma ers, the majority of which operated in the manufacturing sector, he re red from PwC on 31 March Peter is a director of Carbon Energy Ltd (ASX:CNX), was a recent director of Fabchem China Ltd (SGX:I54), Quantum Fer lisers Ltd (HK) and Nitromak dnx A.S. (Turkey). Peter is also the deputy chairperson of Villa Maria Catholic Homes Ltd and is a board member and treasurer of The Edmund Rice Founda on (Australia). Role Exper se / Qualifica ons Non-execu ve Director B. Bus.(Accoun ng), ACA 05 Key Individuals, Interests and Benefits 53

56 Experience Loca on Independence or affilia ons Legal or disciplinary ac on Insolvent companies Melbourne, Australia Independent, Non-execu ve Director Nil Nil Experience Mr Au is the principal consultant of Phillip Au & Associates, a firm that specialises in accoun ng, taxa on, real estate and business management consul ng services. He has more than 15 years of experience in business consultancy and has offices in Australia, Singapore, Malaysia, Jakarta and China. Mr Au was appointed as a non-execu ve director of Novarise Renewable Resources Interna onal Ltd, an Australian public listed company, from Novarise is a leading producer of polypropylene filament yarn in China. The company's products are sold within China and interna onally. Fook Weng (Phillip) Au Mr Au was a member of the NSW Asia Council. As a member, he advised the government of NSW on effec ve strategies and ac ons to promote trade and investment opportuni es in Asia. Mr Au also used his experience to discuss a wide range of current issues important to Asia's future, such as trade between Australia and Asia. In 2002, Mr Au became the economic consultant to the government of the Republic of Nauru. He advised cabinet ministers of the Republic of Nauru on issues of infrastructure and the economic development of the na on. In 1986, he was appointed by the NSW governor to become a jus ce of the peace and now holds an official licence as a business agent, which was granted by the Office of Fair Trading. He is also a NSW-registered property consultant. In addi on, Mr Au had worked in the ATO for a number of years at a senior management level in the audit and fringe benefit tax sec on. Role Exper se / Qualifica ons Loca on Independence or affilia ons Legal or disciplinary ac on Insolvent companies Mr Au graduated from Macquarie University in Sydney with a degree in arts majoring in accoun ng and economics. He is a cer fied prac sing accountant (CPA). Non-execu ve Director Bachelor of Arts, Cer fied Prac sing Accountant(CPA) Sydney, Australia Independent, Non-execu ve Director Nil Nil Oneall Prospectus 54

57 Experience Mr. Zheng is a chartered financial analyst and has years of experience in banking and consul ng industries. From 2009 to 2014, Mr. Zheng was the Chief Risk Officer of Bank of Jinzhou in China, oversaw the bank's overall risk management func ons including credit, market and opera onal risk management and compliance. He also chaired the HQ risk management commi ee, reviewed and approved major risk management and investment decisions, issues and policies. Dongyao (Tony) Zheng From 2003 to 2009, Mr. Zheng was a director of Pricewaterhouse Coopers Advisory Services in China, and provided corporate governance, policy and procedure, management process reengineering, risk management tools and techniques consul ng services to banks and financial ins tu ons in China, Hong Kong and Australia. From 1997 to 2003, Mr. Zheng was a corporate banking manager with Bank of America in Australia and Hong Kong, where he assumed the responsibili es of managing a USD mul -billion credit por olio to financial ins tu ons and large corpora ons in China, Hong Kong and Macau and oversaw the capital market transac ons of Southeast Asia region (except Japan). Mr Zheng graduated from Macquarie University in Sydney with a master degree in applied finance, and bachelor degree of economics majoring in accoun ng and finance. Role Exper se / Qualifica ons Loca on Independence or affilia ons Legal or disciplinary ac on Insolvent companies Ac ng Chief Financial Officer Master of Applied Finance, Bachelor of Economics Sydney, Australia Not independent, CFO Nil Nil 05 Key Individuals, Interests and Benefits 55

58 Experience Mr Hii is the founder and principal of Innoinvest - a legal and financial services advisory prac ce specialising in Australian financial services licensing, credit licensing, managed investment schemes, compliance and corporate advisory. He is also a leading expert in financial services compliance field, with experience including roles as Responsible Manager and Compliance Consultants of financial services licence holders, as well as General Manager of Compliance and Supervision at Asia Pacific Exchange (APX). Su-King Hii Role Exper se / Qualifica ons Loca on Independence or affilia ons Legal or disciplinary ac on Insolvent companies Mr Hii is a member of Market Supervision and Compliance Commi ee for APX, member of the Law Society of New South Wales and Accredited External AUSTRAC Auditor. He was also the Chairman of Adjudicatory Tribunal for APX and a member of APX Quota on Commi ee. Company Secretary Graduate Diploma of Applied Finance & Investments, Master of Professional Accoun ng, Master of Laws (Commercial Law) and Bachelor of Laws (Hons) / Bachelor of Applied Science Sydney, Australia Not independent, Company Secretary Nil Nil 5.2 Interests and benefits This sec on sets out the extent of the interests and fees of certain persons involved in the Offer. Other than as set out below or elsewhere in this Prospectus, no: Director or proposed Director of OneAll; Person named in this Prospectus and who has performed a func on in a professional, advisory or other capacity in connec on with the prepara on or distribu on of this Prospectus; Promoter of the Company; or Underwriter to the Offer or financial services licensee named in this Prospectus as a financial services licensee involved in the Offer, holds, at the me of lodgement of this Prospectus with the ASIC, or has held in the two years before lodgement of this Prospectus with the ASIC, an interest in: the forma on or promo on of OneAll; Oneall Prospectus 56

59 the property acquired or proposed to be acquired by OneAll in connec on with its forma on or promo on, or in connec on with the Offer; or the Offer; and no amount (whether in cash, Shares or otherwise) has been paid or agreed to be paid, nor has any benefit been given or agreed to be given to any such persons for services in connec on with the forma on or promo on of OneAll or the Offer or to any Director or proposed Director to induce them to become, or qualify as, a Director of OneAll Directors' and managements' interests and remunera on Non-execu ve Directors' remunera on The Directors decide the total amount paid to each Director as remunera on for their services. Under ASX lis ng rules the total amount paid to all Non-execu ve Directors must not exceed in total in any financial year the amount fixed in a general mee ng of the company. This amount is currently A$165,000 per annum. Annual fees agreed to be paid to the Non-execu ve Directors are A$72,000 p.a. to each Non-execu ve Director. All Directors fees include superannua on at the statutory rate. Non-execu ve Directors may be paid such addi onal or special remunera on as the Directors decide is appropriate where a Director performs extra work or services which are not in the capacity as a Director of the company. There are no re rement benefit schemes for Directors other than statutory superannua on contribu ons. Execu ve Chairman and Joint-CEO remunera on Mr Huatang (Douts) Li Mr Li is Execu ve Chairman and Joint-CEO of the Group. From 1 October 2015, Mr Li will receive an annual fixed remunera on of RMB 300,000 (A$62,893). Pursuant to Mr Li's labour contract, Mr Li may resign from his posi on by giving 6 months' no ce in wri ng. Mr Li's employment may be terminated by his employer (a member of the Group) by giving 6 months' no ce in wri ng or by making a payment in lieu of no ce. In the event of serious misconduct or other specific circumstances warran ng summary dismissal, Mr Li's employment contract may be terminated immediately by no ce in wri ng and without payment in lieu of no ce. Upon the termina on of Mr Li's labour contract (whether by resigna on or termina on), Mr Li will be subject to a restraint of trade period of up to 12 months. The restraint of trade period may be reduced or eliminated in its en rety at the discre on of the Company. Managing Director and Joint-CEO remunera on Mr Jianhui (Roger) Cao Mr Cao is Managing Director and Joint-CEO of the Group. From 1 October 2015, Mr Cao will receive an annual fixed remunera on of RMB 300,000 (A$62,893). Pursuant to Mr Cao's labour contract, Mr Cao may resign from his posi on by giving 6 months' no ce in wri ng. Mr Cao's employment may be terminated by his employer (a member of the Group) by giving 6 months' no ce in wri ng or by making a payment in lieu of no ce. In the event of serious misconduct or other specific circumstances warran ng summary dismissal, Mr Cao's employment contract may be terminated immediately by no ce in wri ng and without payment in lieu of no ce. Upon the termina on of Mr Cao's labour contract (whether by resigna on or termina on), Mr Cao will be subject to a restraint of trade period of up to 12 months. The restraint of trade period may be reduced or eliminated in its en rety at the discre on of the Company. Execu ve Director remunera on Mr Jia Ying (Jimmy) Chen Mr Chen is Execu ve Director of the Group. From 1 October 2015, Mr Chen will receive an annual fixed remunera on of RMB 240,000 (A$50.314). Pursuant to Mr Chen's labour contract, Mr Chen may resign from his posi on by giving 6 months' no ce in wri ng. Mr Chen's employment may be terminated by his employer (a member of the Group) by giving 6 months' no ce in wri ng or by making a payment in lieu of no ce. In the event of serious misconduct or other specific circumstances warran ng summary dismissal, Mr Chen's employment contract may be terminated immediately by no ce in wri ng and without payment in lieu of no ce. Upon the termina on of Mr Chen's labour contract (whether by resigna on or termina on), Mr Chen will be subject to a restraint of trade period of up to 12 months. The restraint of trade period may be reduced or eliminated in its en rety at the discre on of the Company. 05 Key Individuals, Interests and Benefits 57

60 Ac ng Chief Financial Officer remunera on Mr Dongyao (Tony) Zheng Mr Zheng is the Ac ng CFO of the Group. Mr Zheng was specifically appointed to strengthen the current finance team in prepara on of the IPO process and beyond. Due to his current family commitments, Mr Zheng is only available on a part me basis post IPO and has agreed to work with the board to accommodate a suitable alterna ve should the addi onal responsibili es created as an ASX listed en ty require a full me commitment. From 1 October 2015, Mr Zheng will receive an annual fixed remunera on of A$51,600. Pursuant to Mr Zheng's labour contract, Mr Zheng may resign from his posi on by giving one month's no ce in wri ng. Mr Zheng's employment may be terminated by his employer (a member of the Group) by giving one month's no ce in wri ng or by making a payment in lieu of no ce. In the event of serious misconduct or other specific circumstances warran ng summary dismissal, Mr Zheng's employment contract may be terminated immediately by no ce in wri ng and without payment in lieu of no ce. Upon the termina on of Mr Zheng's labour contract (whether by resigna on or termina on), Mr Zheng will be subject to a restraint of trade period of up to 12 months. The restraint of trade period may be reduced or eliminated in its en rety at the discre on of the Company. Directors' and managements' interest in Shares and other securi es Directors and the Company Secretary's interests' at the date of this Prospectus are as follows. Name Role Shares 1 Huatang (Douts) Li Execu ve Chairman 49,334,800 2 Jianhui (Roger) Cao Managing Director 49,334,800 3 Jia Ying (Jimmy) Chen Execu ve Director 5,776,800 Peter Neville Hogan Non-Execu ve Director Nil Fook Weng (Phillip) Au Non-Execu ve Director Nil 1. Huatang (Douts) Li's Shares are indirectly owned through Simply Dynamic Ltd, a company of which Huatang (Douts) Li is the sole shareholder. 2. Jianhui (Roger) Cao's Shares are indirectly owned through Next Champion Ltd, a company of which Jianhui (Roger) Cao is the sole shareholder. 3. Jia Ying (Jimmy) Chen's Shares are indirectly owned through Ideal Green Investments Ltd, a company of which Jia Ying (Jimmy) Chen is the sole shareholder. Senior management interests' at the date of this Prospectus are as follows. Name Role Shares Dongyao (Tony) Zheng Ac ng CFO Nil Interests of advisers The following en es have been engaged as professional advisers to various members of the Group for the purposes of the Offer. The details of work provided and the fees payable are summarised below. Adviser Role Fee (exclusive of tax) 1 Secvest Capital Pty Ltd Baker & McKenzie Australian Lead Arranger and Advisor to the Company Australian legal adviser to the Company in connec on with the Offer and has performed A$840,000 2 A$180,000 Oneall Prospectus 58

61 Adviser Role Fee (exclusive of tax) 1 work in rela on to due diligence enquiries on Australian legal ma ers Trend Associates Charles Chu & Kenneth Sit in associa on with Wang Jing & Co. Law Firm Harney Westwood & Riegels BDO Corporate Finance (East Coast) Pty Ltd BDO East Coast Partnership Frost & Sullivan Australia Pty. Ltd. Chinese legal adviser to the Company in connec on with the Offer and has performed work in rela on to due diligence enquiries on Chinese legal ma ers Hong Kong legal adviser to the Company and has performed the work in rela on to due diligence Bri sh Virgin Islands legal adviser to the Company and has performed the work in rela on to due diligence enquiries on Bri sh Virgin Inves ga ng Accountant to the Company and has prepared the Inves ga ng Accountant's Report in Sec on 7 Australian tax advisers to the Company and has prepared the Taxa on Report for the Independent expert to the Group and has prepared the Independent Market Report in Sec on 3 RMB 980,000 (A$205,451) (at exchange rate AUD$ 1 : RMB 4.77) HK$17,000 (A$2,852) (at exchange rate AUD$ 1 : HKD 5.96) US$1,500 (A$1,948) (at exchange rate AUD$ 1 : US$ 0.77) A$52,000 A$15,000 HK$160,000 (A$26,846) (at exchange rate AUD$ 1 : HKD 5.96) 1. These amounts and other expenses of the Offer will be paid by the Company (or one of its subsidiaries) out of funds raised under the Offer. Further informa on on the use of proceeds from the Offer and costs of the Offer are set out in Sec ons 1.7 and 9.9 respec vely. 2. Amount is based on the assump on that the Maximum Subscrip on is raised under the Offer. 5.3 Corporate governance The Board of OneAll is cognizant of the need for a well-ar culated and robust corporate governance framework and believes that good corporate governance is essen al to the preserva on and enhancement of shareholder value. The Board believes that the success of the business is strengthened by implemen ng clearly ar culated policies to enhance accountability, efficiency and the reliable measurement of performance. The Board has adopted a Board Charter (the Charter), which sets out the key corporate governance principles and procedures of OneAll. The Charter and other corporate governance documents are available on the Company's website at oneallinterna onal.com. These key documents will be kept under review by the Board and amended from me to me. The Charter and the other governance measures adopted reflect the Board's endorsement of the recommenda ons contained in the ASX Corporate Governance Council's Principles and Recommenda ons, 3rd edi on, 2014 (Principles). Those Principles marked with a either have not been fully implemented or are to be addressed during the FY2015 repor ng year. The commentary addresses the reasons for the departure from the requirements. Principle 1 Lay solid founda ons for management and oversight 1.1 The Board has outlined in its charter, its roles and responsibili es and has established a clear dis nc on between its func ons and those delegated to management. 1.2 Appropriate checks including criminal record checks have been carried out on all Board members 05 Key Individuals, Interests and Benefits 59

62 prior to their appointment. The Company will provide shareholders with all material informa on in its possession relevant to a decision on whether or not to elect or re-elect a Director at future general mee ngs. 1.3 All Directors and senior execu ves have a wri en agreement with the Company or a member of the OneAll Group se ng out the terms of their appointment. 1.4 The Company Secretary is accountable directly to the Board, through the Chairman on all ma ers to do with the proper func oning of the Board. 1.5 The Board has adopted a Diversity Policy (a copy of which is on the Company's website). The Diversity Policy requires the Board to set measurable objec ves for obtaining gender diversity. The Board has not yet set measurable objec ves but intends to review the diversity sta s cs within the Company and use those measures to formulate measurable objec ves. 1.6 At least once per year the Board will, with the advice and assistance of the Nomina on and Remunera on Commi ee (NRC), review and evaluate the performance of the Board, each Board commi ee and each individual Director against the relevant charters, corporate governance policies, and agreed goals and objec ves. 1.7 Performance reviews for Execu ve Directors and Senior Management will take place at least annually. The NRC has accountability in its Charter to oversee these reviews and report to the Board on their outcomes. The Company intends to ensure the appropriate disclosures in the remunera on report are made in rela on to each repor ng period as to the performance evalua ons that were undertaken and the process that was followed. Principle 2 Structure the Board to add value & The Board has formed a Nomina on and Remunera on Commi ee. The charter for the Nomina on and Remunera on Commi ee is available on the Company's website. Membership of the Nomina on and Remunera on Commi ee is: Peter Neville Hogan, Fook Weng (Phillip) Au and Jia Ying (Jimmy) Chen. In establishing the Board of OneAll, regard was had to the skills and exper se required of the Directors relevant to OneAll's business, its lis ng in Australia and opera ons in China and its franchising network. Directors with the desired skills and exper se were carefully selected for appointment to the Board. The Board Charter sets out the criteria adopted by the Board for considering if a Director is independent. The Board is comprised of five members, two of whom are independent. Peter Neville Hogan and Fook Weng (Phillip) Au are considered independent as none of them has a material shareholding in the Company or is an advisor or supplier to the Company or has any other material contractual rela onship with the Company other than their posi on as a Director. The Company has considered the recommenda on of having a majority of the Board as independent Directors. However, the Board considers the Company's immediate requirements as it transits to an ASX-listed company and is sa sfied that the composi on of the Board reflects an appropriate range of independence and skill and experience in the period immediately a er lis ng on the ASX. Together, the Directors have a broad range of experience, exper se, skills, qualifica ons and contacts relevant to the business of the Company. The Board recognises the recommenda on that the chairman should be an independent nonexecu ve director. However, the Board believes that Mr. Huatang (Douts) Li is the most appropriate person to act as Chairman and lead the Board given his extensive experience and applica on of sound judgment to issues falling within the scope of the role of Chairman. Further, Mr. Li has unmatched and extensive knowledge of the Group's opera ons and important business rela onships that the Group as a whole benefits from. Oneall Prospectus 60

63 2.6 All Non-execu ve Directors have had an extensive induc on into the business of the Company prior to accep ng their appointment and have received con nuing informa on on the Company and its opera ons since being appointed. The induc on process has included site visits in China and presenta ons by management. Directors are also given access to con nuing educa on in rela on to the Company extending to its business, the industry in which it operates, and other informa on required by them to discharge the responsibili es of their office. Principle 3 Act ethically and responsibly 3.1 The Board has adopted a code of conduct applicable to all Directors, senior execu and employees, a copy of which is disclosed on the Company's website. ves Principle 4 Safeguard integrity in financial repor ng 4.1 The Board has established an audit and risk commi ee. The audit and risk commi ee is comprised a majority of Non-execu ve Directors. Its composi on being Peter Neville Hogan, Fook Weng (Phillip) Au and Jianhui (Roger) Cao. The qualifica ons of the members of the audit and risk commi ee are set out in the Prospectus in Sec on 5.1. A copy of the audit and risk commi ee's charter is on the Company's website The board of OneAll has not yet had to approve the en ty's financial statements for a financial period and accordingly has not been required to receive relevant declara ons from the Managing Director and CFO in respect of the financial records of the OneAll Group. It is the inten on of the Board that these declara ons will be required for both the half-year and full-year results and this fact has been communicated to both the Managing Director and CFO OneAll has not yet held an AGM but it is the inten on of the Board to ensure that its external auditor a ends the AGM and is available to answer ques ons from security holders relevant to the audit. Principle 5 Make mely and balanced disclosure 5.1 The Board has established a wri en con nuous disclosure policy to ensure compliance with ASX Lis ng Rule disclosure requirements and to ensure accountability for compliance. Each Board mee ng considers whether any con nuous disclosure issues arose during the course of the mee ng. The con nuous disclosure policy is on the Company's website. Principle 6 Respect the rights of Shareholders OneAll has established an English website which provides informa on about the OneAll Group, Directors and execu ves, key governance policies and other informa on relevant to its investors. The website will be a key communica on tool between the Company and the shareholders. OneAll has not yet designed and implemented an investor rela ons program to facilitate effec ve two-way communica on with investors, however, the Board recognises its importance and will put in place a tailored program following the Comple on. 05 Key Individuals, Interests and Benefits 61

64 The Board has adopted a shareholder communica on policy and will provide shareholders with opportuni es to have ques ons addressed at shareholder mee ngs, irrespec ve of whether the shareholder is able to a end. A copy of the shareholder communica on policy is on the Company's website. All shareholders of OneAll will be able to communicate with the Company and its share registry electronically and in fact this method of communica on is encouraged. Principle 7 Recognise and manage risk 7.1 The Board has established a combined audit and risk commi ee. The audit and risk commi ee is comprised a majority of Non-execu ve Directors. Its composi on being Peter Neville Hogan, Fook Weng (Phillip) Au and Jianhui (Roger) Cao. The qualifica ons of the members of the audit and risk commi ee are set out in the Prospectus in Sec on 5.1. A copy of the audit and risk commi ee's charter is on the Company's website The risk management framework for the OneAll Group has not yet been formally reviewed by the Board but the Board has requested a report from management by December The Board has appointed the ARC to assist it with discharging its oversight func on in respect of material business risks and to determine if the system of risk management is sound. Outcomes of those reviews will be reported in the corporate governance statement annually. The OneAll Group has various quality assurance func ons throughout the business but not a dedicated internal audit func on. It is the Board's inten on that the ARC reviews the need for an internal audit func on, the scope of any func on should one be required and whether it will be in-sourced or outsourced. The outcome of the review will be reported in the Company's annual report. As men oned under Principle 7.2, the Board expects a report on the risk management framework in December 2015 and has requested that management address economic, environmental and sustainability risks. The outcome of that review will be reported in the Company's annual report. Principle 8 Remunerate fairly and responsibly 8.1 The Board has formed a combined Nomina on and Remunera on Commi ee. Membership of the Nomina on and Remunera on Commi ee is: Peter Neville Hogan, Fook Weng (Phillip) Au and Jia ying (Jimmy) Chen. A copy of the charter for the NRC is provided on the company's website. The qualifica ons of the members of the nomina on and remunera on commi ee are set out in the Prospectus in Sec on 5.1. A copy of the charter for the NRC is provided on the Company's website The Board has adopted a remunera on policy for Non-Execu ve Directors. A remunera on policy for Execu ve Directors and other Senior Execu ves will be developed post Comple on. A copy of the Non-execu ve Director remunera on policy is provided on the Company's website. The Company's Securi es Trading Policy prohibits par cipants of any equity-based remunera on scheme entering into transac ons which limits the economic risk of a par cipant. Oneall Prospectus 62

65 生产 06. Financial informa on Company Life Le :Factory Staffs Right:Basketball match Bo om:company travel 06 Financial Informa on 63

66 6.1 Introduc on This Sec on contains a summary of the historical financial informa on and pro forma historical financial informa on of OneAll Interna onal Limited (collec vely the Financial informa on ), which has been prepared by the Directors of OneAll Interna onal Limited. The Historical Financial Informa on comprises the: historical consolidated Statements of Profit or Loss and Other Comprehensive Income for the financial years ended 31 December 2012 (FY2012), 31 December 2013 (FY2013) and 31 December 2014 (FY2014) and the six month period ended 30 June 2015 (1HFY2015) (Historical consolidated Statements of Profit or Loss and Other Comprehensive Income); and historical consolidated Statements of Cash Flows for FY2012, FY2013 and FY2014 and the six month period ended 30 June 2015 (Historical consolidated Statements of Cash Flows). The Pro Forma Historical Financial Informa on of OneAll Interna onal Limited comprises the: pro forma historical consolidated Statement of Financial Posi on as at 30 June The Historical Financial Informa on has been audited (in respect of FY2012, FY2013 and FY2014) and reviewed (in respect of 1HFY2015) by BDO East Coast Partnership (BDO), and the Pro Forma Historical Financial Informa on has been reviewed by BDO Corporate Finance (East Coast) Pty Ltd (BDO Corporate Finance). BDO Corporate Finance's Inves ga ng Accountant's Report on the Pro Forma Historical Financial Informa on is contained in Sec on 7. Investors should note the scope and limita ons of that report (refer to Sec on 7). Also summarised in this Sec on are: Table 1: Overview of Financial Informa on Sec on Heading Basis of Prepara on and Presenta on of the Financial Informa on Historical consolidated Statements of Profit or Loss and Other Comprehensive Income Historical consolidated Statements of Cash Flows Pro Forma historical consolidated Statement of Financial Posi on as at 30 June 2015 Management Discussion and Analysis of the Financial Informa on Debt facili es Lease commitments Liquidity and Capital Resources Dividend Policy Significant Accoun ng Policies Cri cal accoun ng judgements, es mates and assump ons The informa on in this Sec on 6 should be read in conjunc on with the risk factors set out in Sec on 8 and other informa on contained in this Prospectus. All amounts disclosed in the tables are presented in Australian dollars, and unless otherwise noted, are rounded to the nearest thousand dollars. 6.2 Basis of Prepara on and Presenta on of the Financial Informa on Overview The Directors of OneAll Interna onal Limited are responsible for the prepara on and presenta on of the Financial Informa on. The Financial Informa on included in this Sec on 6 has been prepared in accordance with the recogni on and Oneall Prospectus 64

67 measurement principles prescribed in Australian Accoun ng Standards (AAS) adopted by the Australian Accoun ng Standards Board (AASB), which are consistent with Interna onal Financial Repor ng Standards (IFRS) issued by the Interna onal Accoun ng Standards Board, and the accoun ng policies of OneAll Interna onal Limited. The Financial Informa on and accompanying commentary presented in this Sec on has also been disclosed with considera on to regulatory guidance issued by ASIC. The Financial Informa on is presented in an abbreviated form insofar as it does not include all the presenta on and disclosures, statements or compara ve informa on as required by AAS and other mandatory professional repor ng requirements applicable to general purpose financial reports prepared in accordance with the Corpora ons Act. In preparing the Financial Informa on, the accoun ng policies of OneAll Interna onal Limited have been applied consistently throughout the periods presented. The significant accoun ng policies of OneAll Interna onal Limited relevant to the Financial Informa on are set out in Sec on The Directors have considered ASIC Regulatory Guide 170, and having regard to the requirements of this Regulatory Guide, note any prospec ve financial informa on would contain a broad range of poten al outcomes and possibili es such that the Directors have concluded OneAll Interna onal Limited cannot include prospec ve financial informa on in this Prospectus Prepara on of Historical Financial Informa on The Historical Financial Informa on of OneAll Interna onal Limited has been extracted from the consolidated financial statements of Gardenart Furniture Co. Ltd (and its controlled en es) for the financial years ended 31 December 2012, 31 December 2013 and 31 December 2014, and for the six month period ended 30 June The financial statements of Gardenart Furniture Co. Ltd (and its controlled en es) for the financial years ended 31 December 2012, 31 December 2013 and 31 December 2014 have been audited by BDO. BDO issued qualified audit opinions in respect of each of these financial years because BDO were appointed as auditor a er the financial year ended 31 December 2014 and hence were not able to observe the coun ng of the physical inventories at each repor ng period prior to 31 December As the opening and closing inventory balances affect the determina on of the results of opera ons, BDO were unable to determine whether adjustments to the results of opera ons and opening retained earnings might be necessary for each of the financial years ended 31 December 2012, 31 December 2013 and 31 December BDO's audit opinions on the financial reports in respect of each of the years ending 31 December 2012, 31 December 2013 and 31 December 2014 were modified accordingly. The consolidated financial statements of Gardenart Furniture Co. Ltd (and its controlled en es) for the six month period ended 30 June 2015 have been reviewed by BDO, who have issued an unqualified review opinion in respect of this period Prepara on of Pro Forma Historical Financial Informa on The Pro Forma Historical Financial Informa on has been prepared solely for the purposes of inclusion in this Prospectus, and has been extracted from the consolidated financial statements of Gardenart Furniture Co. Ltd (and its controlled en es) with adjustments applied to reflect OneAll Interna onal Limited's capital structure that will be in place following Comple on of the Offer. Refer to Sec on 6.5 for a reconcilia on between the Pro Forma Historical Financial Informa on and the statutory equivalent financial informa on. On 14 August 2015 an internal restructure took place resul ng in a newly incorporated company, OneAll Interna onal Limited, becoming the legal parent of the Gardenart Furniture group of en es. The Directors have elected to account for the restructure as a capital re-organisa on rather than a business combina on. In the Directors' judgement, the con nua on of exis ng accoun ng values is consistent with the accoun ng that would have occurred if the assets and liabili es had already been in a structure suitable to IPO and most appropriately reflects the substance of the internal restructure. As such, the consolidated financial statements of OneAll Interna onal Limited will be presented as a con nua on of the pre-exis ng accoun ng values of assets and liabili es in the consolidated Gardenart Furniture Co. Ltd financial statements with Gardenart Furniture Co. Ltd deemed to be the acquirer for accoun ng purposes. 06 Financial Informa on 65

68 In adop ng this approach the Directors note that there is an alternate view that such a restructure could be accounted as a business combina on, with OneAll Interna onal Limited being the acquirer. If this view is taken, the net assets of the group would have been upli ed to fair value by A$105.3 million, based on assumed market capitalisa on at IPO of A$117.0 million (assuming the Minimum Subscrip on), with consequen al impacts on the Statement of Comprehensive Income and Statement of Financial Posi on. The Directors an cipate that the excess of the fair value compared to the book value of net assets would primarily be allocated to intangibles. An IASB project on accoun ng for common control transac ons is likely to address such restructures in the future. However, the precise nature of any new requirements and the ming of these are uncertain. In any event, history indicates that any poten al changes are unlikely to require retrospec ve amendments to the financial statements. The Pro Forma Historical Financial Informa on presented in this Prospectus has been reviewed by BDO Corporate Finance. Investors should note the scope and limita ons of BDO Corporate Finance's Inves ga ng Accountant's Report (refer to Sec on 7) Explana on of certain non-ifrs and other financial measures OneAll Interna onal Limited uses certain measures to manage and report on its business that are not recognised under AAS or IFRS. These measures are collec vely referred to as 'non-ifrs financial measures'. Non-IFRS financial measures are intended to supplement the measures calculated in accordance with the Australian Accoun ng Standards and not as a subs tute for those measures. As non-ifrs financial measures are not defined by the recognised body of accoun ng standards, they do not have a prescribed meaning and the way that OneAll Interna onal Limited calculates them may be different to the way that other companies calculate similarly tled measures. Readers should therefore not place undue reliance on non-ifrs financial informa on. In the disclosures in this Prospectus, OneAll Interna onal Limited uses the following non-ifrs measures of performance to assist prospec ve investors with understanding the trends in financial performance and profitability. Gross profit is calculated as revenue less costs of sales; EBITDA is earnings before interest, tax, deprecia on and amor sa on expenses; and EBIT is earnings before interest and tax expenses. 6.3 Historical consolidated Statements of Profit or Loss and Other Comprehensive Income Set out below is a summary of OneAll Interna onal Limited's historical consolidated Statements of Profit or Loss and Other Comprehensive Income for FY2012, FY2013, FY2014 and 1HFY2015. Table 2: Historical consolidated Statements of Profit or Loss and Other Comprehensive Income Historical A$000 1HFY2015 Audited Audited Audited Reviewed Revenue Costs of Sales (COS) Gross profit Other revenue Sales and marke ng expenses Administra on expenses Other expenses 21,733 (14,454) 7, (1,240) (740) (196) 28,566 36,382 23,310 (18,134) (22,079) (13,619) 10,432 14,303 9, (1,535) (1,992) (1,324) (886) (961) (736) (208) (182) (161) EBITDA Deprecia on 5,699 7,943 11,355 7,529 (288) (303) (318) (204) Oneall Prospectus 66

69 Historical A$000 EBIT Net interest expense Net profit before tax Taxa on expense 1HFY2015 Audited Audited Audited Reviewed 5,411 7,640 11,037 7,325 (36) ,375 7,645 11,043 7,330 (93) (221) (359) (743) Net profit a er tax Other comprehensive income Total comprehensive income 5,282 7,423 10,684 (8) 2,743 1,159 5,274 10,167 11,844 6,588 1,085 7,673 Notes: All amounts disclosed in the tables are presented in Australian dollars and, unless otherwise noted, are rounded to the nearest A$1,000. Rounding in the Financial Informa on may result in some immaterial rounding differences between totals and sums of components and the total percentage calcula ons outlined within tables, figures and commentary. 6.4 Historical consolidated Statements of Cash Flows Set out below is a summary of OneAll Interna onal Limited's historical consolidated Statements of Cash Flows for FY2012, FY2013, FY2014 and 1HFY2015. Table 3: Historical consolidated Statements of Cash Flows Historical A$000 1HFY2015 Audited Audited Audited Reviewed EBITDA 5,699 Non-cash items in EBITDA - Movement in working capital Net cash flow from opera ng ac vi es before inves ng ac vi es, financing ac vi es and tax Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Net cash flow before interest, tax and financing ac vi es Net repayment of borrowings Net interest expense Taxa on paid Dividends paid Net cash flow 4,853 (82) 12 4,783 (1,575) (36) (79) (3,984) (892) 7, ,873 (33) - 5,839-5 (174) (3,469) 2,202 11, ,285 (147) - 12,137-7 (247) (11,235) 662 7,529-2,436 9,965 (109) - 9,857-5 (743) (2,165) 6,954 Notes: All amounts disclosed in the tables are presented in Australian dollars and, unless otherwise noted, are rounded to the nearest A$1,000. Rounding in the Financial Informa on may result in some immaterial rounding differences between totals and sums of components and the total percentage calcula ons outlined within tables, figures and commentary. The cash flow informa on has been constructed using the indirect method (i.e. reconciling EBITDA to opera ng cash flows). 06 Financial Informa on 67

70 6.5 Pro Forma historical consolidated Statement of Financial Posi on as at 30 June Overview Set out in the table below are the adjustments that have been made to the reviewed consolidated statement of financial posi on of Gardenart Furniture Co. Ltd as at 30 June 2015 to present the pro forma statement of financial posi on of OneAll Interna onal Limited. The adjustments include the impact of the change in capital structure that will be in place immediately following Comple on of the Offer, as if the Offer had occurred as at 30 June These adjustments include assump ons rela ng to ma ers that are known as at the date of the Prospectus. Table 4: Pro Forma historical consolidated Statement of Financial Posi on as at 30 June 2015 As at 30 June 2015 (A$000) Gardenart Furniture Co. Ltd Reviewed Pro forma adjustments Offer proceeds (2) Offer OneAll Interna onal (3) costs Pro forma Current Assets Cash and cash equivalents Trade and other receivables Inventories Prepayments Total current assets Non-current assets Property, plant and equipment Prepaid lease assets Deferred tax asset Total non-current assets Total assets Current liabili es Trade and other payables Income tax payables Dividends payable Total current liabili es Total liabili es Net assets Equity Share capital Other reserves Retained earnings Total equity 13,885 7,433 7, ,103 4, ,590 34,693 (8,729) (803) (14,442) (23,975) (23,975) 10,718 1,297 4,980 4,441 10,718 1, , , ,000 1, ,000 (1,217) (384) - - (1,601) (1,121) (1,121) (9) - (1,112) (1,121) 13,668 7,049 7, ,501 4, ,071 34,572 (8,729) (803) (14,442) (23,975) (23,975) 10,597 2,289 4,980 3,329 10,597 Notes: (1) All amounts disclosed in the tables are presented in Australian dollars and, unless otherwise noted, are rounded to the nearest A$1,000. Rounding in the Financial Informa on may result in some immaterial rounding differences between totals and sums of components and the total percentage calcula ons outlined within tables, figures and commentary. (2) Offer proceeds - The Offer is expected to raise a minimum of A$1.0 million before payment of Offer costs. (3) Offer costs - Offer costs are expected to total approximately A$1.6 million (inclusive of non-recoverable GST where applicable). Of these costs, A$9,000 is recorded against share capital (tax effected) and A$1.1 million is recorded against retained earnings (tax effected) based on the nature of the cost and whether it is considered directly a ributable to the Offer. It is assumed the Offer costs are deduc ble to OneAll Interna onal Limited for tax purposes over five years, resul ng in a deferred tax asset of A$0.5 million. (4) The dividend payable as at 30 June 2015 is expected to be paid by 30 September 2015 but will only be paid if there is sufficient cash available to meet the exis ng day to day opera onal requirements. Oneall Prospectus 68

71 6.6 Management Discussion and Analysis of the Financial Informa on The management discussion and analysis (MD&A) below relates to the historical consolidated Statements of Profit or Loss and Other Comprehensive Income and Statements of Cash Flows and should be read in conjunc on with the descrip on of the basis upon which the informa on has been prepared. The MD&A provides a brief discussion of the general factors which affected OneAll Interna onal Limited's historical opera ng and financial performance between FY2012 and 1HFY2015. The discussion of these general factors is intended to provide a summary only and does not detail all the factors that affected OneAll Interna onal Limited's historical opera ng and financial performance. The informa on in this Sec on should also be read in conjunc on with the risk factors set out in Sec on 8 and other informa on contained in this Prospectus Year on year management discussion and analysis Fy2012 compared to FY2013 Table 5: Selected financial performance and cash flow items Historical A$000 Revenue Costs of Sales (COS) Gross profit Gross profit % Opera ng expenses EBITDA EBITDA % Audited 21,733 (14,454) 7, % (2,176) 5, % Audited 28,566 (18,134) 10, % (2,630) 7, % Change (%) 31.4% (25.5)% 43.3% - (20.9)% 39.4% - EBIT EBIT % 5, % 7, % 41.2% - EBITDA Non-cash items in EBITDA Change in net working capital Net cash flow from opera ng ac vi es before inves ng ac vi es, financing ac vi es and tax Capital expenditure Capital expenditure Proceeds on disposal of property, plant and equipment Net cash flows before interest, tax and financing ac vi es 5,699 - (847) 4,853 (82) 12 4,783 7,943 4 (2,074) 5,873 (33) - 5,839 Revenue The increase in revenue from A$21.7 million in FY2012 to A$28.6 million in FY2013 was primarily driven by expansion of business opera ons in light of increased market demand. Gross profit % The improvement in gross profit % during FY2013 was due in part by the revenue growth discussed above supported by reduc ons in material cost (for example, aluminum prices decreased from US$2,023/ton in FY2012 to US$1,846/ton in FY2013). 06 Financial Informa on 69

72 Opera ng expenses The increase of opera ng expenses in FY2013 was primarily caused by increases in logis cs and packaging expenses due to the increased sales volumes, and also increases in personnel costs (par cularly in the finance and administra on departments) to support the business growth. EBITDA and EBIT margins EBITDA and EBIT margins increased marginally during FY2013 due to a combina on of the factors discussed above. Net cash flow from opera ng ac vi es before inves ng ac vi es, financing ac vi es and tax Net cash flow from opera ng ac vi es before inves ng ac vi es, financing ac vi es and tax increased during FY2013 due to a combina on of the business growth and increased focus on improving the collec on of trade receivables although opera ng cash flows were impacted during FY2013 by the purchase of significant amounts of teakwood in late FY2013. Capital expenditure Capital expenditure primarily relates to the purchase of property, plant and equipment with purchases reducing from A$82,000 in FY2012 to A$33,000 in FY2013. FY2013 compared to FY2014 Table 6: Selected financial performance and cash flow items Historical A$000 Audited Audited Change (%) Revenue Costs of Sales (COS) Gross profit Gross profit % Opera ng expenses EBITDA EBITDA % 28,566 (18,134) 10, % (2,630) 7, % 36,382 (22,079) 14, % (3,135) 11, % 27.4% (21.8)% 37.1% - (19.2)% 43.0% - EBIT EBIT % 7, % 11, % 44.5% - EBITDA Non-cash items in EBITDA Change in net working capital Net cash flow from opera ng ac vi es before inves ng ac vi es, financing ac vi es and tax Capital expenditure Capital expenditure Proceeds on disposal of property, plant and equipment Net cash flows before interest, tax and financing ac vi es 7,943 11, (2,074) 930 5,873 12,285 (33) (147) - - 5,839 12,137 Revenue The increase in revenue from A$28.6 million in FY2013 to A$36.4 million in FY2014 (annual growth of 27.4%) is representa ve of the con nued growth of the business reflec ng sustained increases in customer and market demand. Oneall Prospectus 70

73 Gross profit % The improvement in gross profit % during FY2014 was driven by the revenue growth, which in turn was reflec ve of propor onate increases in sales of higher margin products, especially aluminum frame plas c sofa (gross profit % of 30%) and aluminum chair (gross profit % of 35%). Opera ng expenses The increase in opera ng expenses in FY2014 is largely due to the con nued business growth resul ng in increases to logis c and packaging expenses, exhibi on fees, adver sing fees and commissions. EBITDA and EBIT margins EBITDA and EBIT margins increased due to a combina on of the factors discussed above. Net cash flow from opera ng ac vi es before inves ng ac vi es, financing ac vi es and tax The increase in net cash flow from opera ng ac vi es before inves ng ac vi es, financing ac vi es and tax during FY2014 was partly due to the increase of sales during the year and also further improvements in the collec on of trade receivables. Capital expenditure Capital expenditure during FY2014 relates to purchases of property, plant and equipment. 1HFY2014 compared to 1HFY2015 Table 7:Selected financial performance and cash flow items Historical A$000 1HFY2014 (1) Reported 1HFY2015 Reviewed Change (%) Revenue Costs of Sales (COS) Gross profit Gross profit % Opera ng expenses EBITDA EBITDA % 18,977 (11,163) 7, % (1,734) 6, % 23,310 (13,619) 9, % (2,221) 7, % 22.8% (22.0)% 24.0% - (28.1)% 21.5% - EBIT EBIT % 6, % 7, % 21.4% - EBITDA Non-cash items in EBITDA Change in net working capital Net cash flow from opera ng ac vi es before inves ng ac vi es, financing ac vi es and tax Capital expenditure Capital expenditure Proceeds on disposal of property, plant and equipment Net cash flows before interest, tax and financing ac vi es 6,198-3,509 9,708 (4) - 9,704 7,529-2,436 9,965 (109) - 9,857 Note: BDO has not reviewed the financial informa on of OneAll Interna onal Limited for the six month period ended 30 June 2014, which has been extracted from the financial statements of Gardenart Furniture Co. Ltd for the six month period ended 30 June Financial Informa on 71

74 Revenue The revenue growth from A$19.0 million in 1HFY2014 to A$23.3 million in 1HFY2015 (represen ng period-on-period revenue growth of 22.8%) was primarily due to con nued increases in exis ng customer demand and the addi on of new customers. Gross profit % Gross profit % remained rela vely consistent across the 1HFY2014 and 1HFY2015 periods. Opera ng expenses As with previous periods, the increase in opera ng expenses during 1HFY2015 was reflec ve of the con nued business expansion, with sales and marke ng expenses increasing by A$258,000 and administra on expenses increasing by A$275,000. EBITDA and EBIT margins EBITDA and EBIT margins were rela vely consistent across the 1HFY2014 and 1HFY2015 periods. Net cash flow from opera ng ac vi es before inves ng ac vi es, financing ac vi es and tax Net cash flow from opera ng ac vi es before inves ng ac vi es, financing ac vi es and tax increased marginally in 1HFY2015 primarily due to the impact of a rela ve reduc on in the collec ons rate of trade receivables (although the directors are confident trade receivables as at 30 June 2015 are recoverable in the ordinary course of business). Capital expenditure Capital expenditure during 1HFY2015 primarily related to purchases of property, plant and equipment. 6.7 Debt facili es Immediately following comple on of the Offer, OneAll Interna onal Limited will have no bank debt arrangements or other financing arrangements with third par es. 6.8 Lease commitments Immediately following comple on of the Offer, OneAll Interna onal Limited will have no contractual obliga ons and commitments in rela on to off balance sheet opera ng leases, finance lease commitments, or capital expenditure commitments. 6.9 Liquidity and Capital Resources Following Comple on of the Offer, OneAll Interna onal Limited's principal sources of funds will be cash flow from opera ons and proceeds from the Offer Dividend Policy A FY2015 interim unfranked dividend of four cents per Share will be paid in December 2015 in respect of the six month period ended 30 June 2015 represen ng a payout ra o of approx. 72% of statutory NPAT. Going forward the Board is targe ng a dividend payout ra o in the range of 60% to 80% of statutory NPAT. The level of payout ra o is expected to vary between periods depending on factors the Directors may consider, including the Group's earnings, financial posi on, tax posi on, financing and capital requirements. The Directors currently believe that a payout ra o around 60% to 80% of NPAT is appropriate in light of the nature of the business. The ability to pay dividends depends on a number of factors. Dividends paid out of profits generated outside of Australia will be unfranked. The Directors do not provide any assurance of the future level of dividends or the extent to which they are franked, and there may be periods in respect of which dividends are not paid. Within the Pro Forma historical consolidated Statement of Financial Posi on as at 30 June 2015 is a dividend payable amount of A$14.4 million. This liability relates to dividends declared to the exis ng shareholders pre-ipo and is expected to be paid by 30 September 2015 but will only be paid if there is sufficient cash available to meet the exis ng day to day opera onal requirements. Oneall Prospectus 72

75 6.11 Significant Accoun ng Policies The significant accoun ng policies adopted in the prepara on of the financial informa on are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated Basis of prepara on The financial informa on has been prepared in accordance with Australian Accoun ng Standards and Interpreta ons issued by the Australian Accoun ng Standards Board (AASB). The financial informa on also complies with Interna onal Financial Repor ng Standards as issued by the Interna onal Accoun ng Standards Board (IASB). Historical cost conven on The financial informa on has been prepared under the historical cost conven on. Cri cal accoun ng es mates The prepara on of the financial informa on requires the use of certain cri cal accoun ng es mates. It also requires management to exercise its judgement in the process of applying the consolidated en ty's accoun ng policies. The areas involving a higher degree of judgement or complexity, or areas where assump ons and es mates are significant to the financial informa on, are disclosed in Sec on Foreign currency transla on The financial informa on is presented in Australian dollars. The func onal currency of Gardenart furniture Co. imited is Hong Kong dollars and that of its subsidiaries is Chinese Yuan Renminbi. Foreign currency transac ons Foreign currency transac ons are translated into Australian dollars using the exchange rates prevailing at the dates of the transac ons. Foreign exchange gains and losses resul ng from the se lement of such transac ons and from the transla on at financial year-end exchange rates of monetary assets and liabili es denominated in foreign currencies are recognised in profit or loss. Foreign opera ons The assets and liabili es of foreign opera ons are translated into Australian dollars using the exchange rates at the repor ng date. The revenues and expenses of foreign opera ons are translated into Australian dollars using the average exchange rates, which approximate the rate at the date of the transac on, for the period. All resul ng foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity. The foreign currency reserve is recognised in profit or loss when the foreign opera on or net investment is disposed of Business combina ons Acquisi ons from en es under common control Business combina ons arising from transfer of interests in en es that are under the control of the shareholder that controls the Group are accounted for as if the acquisi on had occurred at the beginning of the earliest compara ve year presented or, if later, at the date that common control was established; for this purpose compara ves are restated. The assets and liabili es acquired are recognised at the carrying amounts recognised previously in the Group controlling shareholder's consolidated financial statements. The components of equity of the acquired en es are added to the same components within the Group equity and any gain/loss arising is recognised directly in equity. Subsidiaries Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Poten al vo ng rights that are currently exercisable or conver ble are considered when assessing control. 06 Financial Informa on 73

76 Consolidated financial informa on includes all the subsidiaries other than those acquired in business combina ons involving en es under common control from the date that control commences un l the date that control ceases. The financial statements of subsidiaries are prepared for the same repor ng period as the parent, using consistent accoun ng policies. All intercompany balances and transac ons, including unrealised profits arising from intragroup transac ons have been eliminated. Unrealised losses are also eliminated unless the transac on provides evidence of the impairment of the asset transferred. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated Statement of Profit or Loss and Other Comprehensive Income and Statement of Financial Posi on respec vely. Investments in subsidiaries are accounted for in the parent en ty financial statements at cost Revenue recogni on Revenue is recognised when it is probable that the economic benefit will flow to the consolidated en ty and the revenue can be reliably measured. Revenue is measured at the fair value of the considera on received or receivable. Sale of goods Sale of goods revenue is recognised at the point of sale, which is where the customer has taken delivery of the goods, the risks and rewards are transferred to the customer and there is a valid sales contract. Amounts disclosed as revenue are net of sales returns and trade discounts. Interest Interest revenue is recognised as interest accrues using the effec ve interest method. This is a method of calcula ng the amor sed cost of a financial asset and alloca ng the interest income over the relevant period using the effec ve interest rate, which is the rate that exactly discounts es mated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Other revenue Other revenue is recognised when it is received or when the right to receive payment is established Income tax The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdic on, adjusted by changes in deferred tax assets and liabili es a ributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable. Deferred tax assets and liabili es are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabili es are se led, based on those tax rates that are enacted or substan vely enacted, except for: When the deferred income tax asset or liability arises from the ini al recogni on of goodwill or an asset or liability in a transac on that is not a business combina on and that, at the me of the transac on, affects neither the accoun ng nor taxable profits; or When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the ming of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for deduc ble temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to u lise those temporary differences and losses. The carrying amount of recognised and unrecognised deferred tax assets are reviewed each repor ng date. Deferred Oneall Prospectus 74

77 tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. Deferred tax assets and liabili es are offset only where there is a legally enforceable right to offset current tax assets against current tax liabili es and deferred tax assets against deferred tax liabili es; and they relate to the same taxable authority on either the same taxable en ty or different taxable en es which intend to se le simultaneously Current and non-current classifica on Assets and liabili es are presented in the Statement of Financial Posi on based on current and non-current classifica on. An asset is current when: it is expected to be realised or intended to be sold or consumed in normal opera ng cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months a er the repor ng period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to se le a liability for at least 12 months a er the repor ng period. All other assets are classified as non-current. A liability is current when: it is expected to be se led in normal opera ng cycle; it is held primarily for the purpose of trading; it is due to be se led within 12 months a er the repor ng period; or there is no uncondi onal right to defer the se lement of the liability for at least 12 months a er the repor ng period. All other liabili es are classified as non-current. Deferred tax assets and liabili es are always classified as non-current Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial ins tu ons, other short-term, highly liquid investments with original maturi es of three months or less that are readily conver ble to known amounts of cash and which are subject to an insignificant risk of changes in value Trade and other receivables Trade receivables are ini ally recognised at fair value and subsequently measured at amor sed cost using the effec ve interest method, less any provision for impairment. Trade receivables are generally due for se lement within 30 days. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are wri en off by reducing the carrying amount directly. A provision for impairment of trade receivables is raised when there is objec ve evidence that the consolidated en ty will not be able to collect all amounts due according to the original terms of the receivables. Other receivables are recognised at amor sed cost, less any provision for impairment Inventories Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on a 'first in first out' basis. Cost comprises direct materials and delivery costs, direct labour, import du es and other taxes and an appropriate propor on of variable and fixed overhead expenditure based on normal opera ng capacity. Net realisable value is the es mated selling price in the ordinary course of business less the es mated costs of comple on and the es mated costs necessary to make the sale Property, plant and equipment Plant and equipment is stated at historical cost less accumulated deprecia on and impairment. Historical cost includes expenditure that is directly a ributable to the acquisi on of the items. 06 Financial Informa on 75

78 Deprecia on is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment over their expected useful lives as follows: Buildings 5-30 years Plant and Machinery 5-10 years Office equipment 3-10 years Motor vehicles 5-10 years Other equipment 5-10 years The residual values, useful lives and deprecia on methods are reviewed, and adjusted if appropriate, at each repor ng date. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated en ty. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss Prepaid lease assets Rights to use land Rights to use land have a finite useful life and are carried at cost less accumulated amor sa on and impairment losses. Amor sa on is calculated using the straight-line method to allocate the cost of rights to use land over the contracted period, which is 50 years for industry usage Impairment of non-financial assets Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the es mated future cash flows rela ng to the asset using a pre-tax discount rate specific to the asset or cash-genera ng unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-genera ng unit Trade and other payables These amounts represent liabili es for goods and services provided to the consolidated en ty prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amor sed cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recogni on Finance costs Finance costs a ributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred Employee benefits Short-term employee benefits Liabili es for wages and salaries, including non-monetary benefits, and annual leave expected to be se led within 12 months of the repor ng date are recognised in current liabili es in respect of employees' services up to the repor ng date and are measured at the amounts expected to be paid when the liabili es are se led. Other long-term employee benefits The liability for annual leave not expected to be se led within 12 months of the repor ng date is recognised in noncurrent liabili es, provided there is an uncondi onal right to defer se lement of the liability. The liability is Oneall Prospectus 76

79 measured as the present value of expected future payments to be made in respect of services provided by employees up to the repor ng date using the projected unit credit method. Considera on is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the repor ng date on na onal government bonds with terms to maturity and currency that match, as closely as possible, the es mated future cash ou lows. Defined contribu on superannua on expense Contribu ons to defined contribu on superannua on plans are expensed in the period in which they are incurred Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recogni on or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transac on between market par cipants at the measurement date; and assumes that the transac on will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assump ons that market par cipants would use when pricing the asset or liability, assuming they act in their economic best interest. For non-financial assets, the fair value measurement is based on its highest and best use. Valua on techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs Issued capital Ordinary shares are classified as equity. Incremental costs directly a of tax, from the proceeds. ributable to the issue of new shares or op ons are shown in equity as a deduc on, net Chinese Value Added Tax (VAT) Revenues, expenses and assets are recognised net of the amount of VAT, except where the amount of VAT incurred is not recoverable from the local tax office. In these circumstances the VAT is recognised as part of the cost of acquisi on of the asset or as part of an item of expense. Receivables and payables in the Statement of Financial Posi on are shown inclusive of VAT New Accoun ng Standards and Interpreta ons not yet mandatory or early adopted Australian Accoun ng Standards and Interpreta ons that have recently been issued or amended but are not yet mandatory, have not been early adopted by the consolidated en ty for the annual repor ng period ended 30 June The consolidated en ty's assessment of the impact of these new or amended Accoun ng Standards and Interpreta ons, most relevant to the consolidated en ty, are set out below AASB 9 Financial Instruments This standard is applicable to annual repor ng periods beginning on or a er 1 January The standard replaces all previous versions of AASB 9 and completes the project to replace IAS 39 'Financial Instruments: Recogni on and Measurement'. AASB 9 introduces new classifica on and measurement models for financial assets. A financial asset shall be measured at amor sed cost, if it is held within a business model whose objec ve is to hold assets in order to collect contractual cash flows, which arise on specified dates and solely principal and interest. All other financial instrument assets are to be classified and measured at fair value through profit or loss unless the en ty makes an irrevocable elec on on ini al recogni on to present gains and losses on equity instruments (that are not held-fortrading) in other comprehensive income (OCI). For financial liabili es, the standard requires the por on of the change in fair value that relates to the en ty's own credit risk to be presented in OCI (unless it would create an accoun ng mismatch). New simpler hedge accoun ng requirements are intended to more closely align the 06 Financial Informa on 77

80 accoun ng treatment with the risk management ac vi es of the en ty. New impairment requirements will use an 'expected credit loss' (ECL) model to recognise an allowance. Impairment will be measured under a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since ini al recogni on in which case the life me ECL method is adopted. The standard introduces addi onal new disclosures. The consolidated en ty will adopt this standard from 1 July 2018 but the impact of its adop on is yet to be assessed by the consolidated en ty IFRS 15 Revenue In May 2014 the IASB issued IFRS 15 Revenue which sets out the requirements for recognising revenue that apply to all contracts with customers (except for contracts that are within the scope of the standards on leases, insurance contracts and financial instruments). The Company has yet to consider the impacts of this standard on the consolidated en ty Cri cal accoun ng judgements, es mates and assump ons The prepara on of the financial informa on requires management to make judgements, es mates and assump ons that affect the reported amounts in the financial informa on. Management con nually evaluates its judgements and es mates in rela on to assets, liabili es, con ngent liabili es, revenue and expenses. Management bases its judgements, es mates and assump ons on historical experience and on other various factors, including expecta ons of future events, management believes to be reasonable under the circumstances. The resul ng accoun ng judgements and es mates will seldom equal the related actual results. The judgements, es mates and assump ons that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabili es within the next financial year are discussed below Es ma on of useful lives of assets The consolidated en ty determines the es mated useful lives and related deprecia on and amor sa on charges for its property, plant and equipment and finite life prepaid lease assets. The useful lives could change significantly as a result of technical innova ons or some other event. The deprecia on and amor sa on charge will increase where the useful lives are less than previously es mated lives, or technically obsolete or non-strategic assets that have been abandoned or sold are wri en off or wri en down Income tax The consolidated en ty is subject to income taxes in the jurisdic ons in which it operates. Significant judgement is required in determining the provision for income tax. There are many transac ons and calcula ons undertaken during the ordinary course of business for which the ul mate tax determina on is uncertain. The consolidated en ty recognises liabili es for an cipated tax audit issues based on the consolidated en ty's current understanding of the tax law. Where the final tax outcome of these ma ers is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determina on is made Provision for impairment of receivables The provision for impairment of receivables assessment requires a degree of es ma on and judgement. The level of provision is assessed by taking into account the recent sales experience, the ageing of receivables, historical collec on rates and specific knowledge of the individual debtors' financial posi on Provision for impairment of inventories The provision for impairment of inventories assessment requires a degree of es ma on and judgement. The level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories and other factors that affect inventory obsolescence. Oneall Prospectus 78

81 07. Inves ga ng accountant s report Exhibi on Le :CIFF Right:Spoga Bo om:spoga 07 Inves ga ng Accountant s Report 79

82 Tel: Fax: Level 14, 140 William St Melbourne VIC 3000 GPO Box 5099 Melbourne VIC 3001 Australia The Directors OneAll Interna onal Limited AMP Centre Level 27, 50 Bridge Street SYDNEY NSW September 2015 Dear Directors INVESTIGATING ACCOUNTANT'S REPORT Introduc on BDO Corporate Finance (East Coast) Pty Ltd (BDO) has been engaged by OneAll Interna onal Limited (OneAll Interna onal or the Company) to prepare this Inves ga ng Accountant's Report (Report) in rela on to certain financial informa on of OneAll Interna onal, for the ini al public offering of shares in OneAll Interna onal which will wholly own the Gardenart Furniture Group of controlled en es, for inclusion in a prospectus proposed to be issued on or about 7 September 2015 (Prospectus). Unless stated otherwise in this Report, expressions defined in the Prospectus have the same meaning in this Report. This Report has been prepared for inclusion in the Prospectus. We disclaim any assump on of responsibility for any reliance on this Report or on the financial informa on to which it relates for any purpose other than that for which it was prepared. Scope You have requested BDO to perform a limited assurance engagement in rela on to the pro forma historical informa on described below and disclosed in the Prospectus. The pro forma historical financial informa on is presented in the Prospectus in an abbreviated form, insofar as it does not include all of the presenta on and disclosures required by Australian Accoun ng Standards and other mandatory professional repor ng requirements applicable to general purpose financial reports prepared in accordance with the Corpora ons Act Our limited assurance engagement has not been carried out in accordance with audi ng or other standards and prac ces generally accepted in China and accordingly should not be relied upon as if it had been carried out in accordance with those standards and prac ces. BDO Corporate Finance (East Coast) Pty Ltd ABN AFS Licence No is a member of a na onal associa on of independent en es which are all members of BDO (Australia) Ltd ABN , an Australian company limited by guarantee. BDO Corporate Finance (East Coast) Pty Ltd and BDO (Australia) Ltd are members of BDO Interna onal Ltd, a UK company limited by guarantee, and form part of the interna onal BDO network of independent member firms.liability limited by a scheme approved under Professional Standards Legisla on, other than for the acts or omissions of financial services licensees. 1 Oneall Prospectus 80

83 Tel: Fax: Level 14, 140 William St Melbourne VIC 3000 GPO Box 5099 Melbourne VIC 3001 Australia Pro Forma Historical Financial Informa on You have requested BDO to review the following pro forma historical financial informa on (the Pro Forma Historical Financial Informa on ) of OneAll Interna onal included in the Prospectus: the pro forma historical consolidated Statement of Financial Posi on as at 30 June The Pro Forma Historical Financial Informa on has been derived from the historical financial informa on of the controlled en es within the Gardenart Furniture Group, a er adjus ng for the effects of pro forma adjustments described in sec on 6 of the Prospectus. The stated basis of prepara on is the recogni on and measurement principles contained in Australian Accoun ng Standards applied to the historical financial informa on and the event(s) or transac on(s) to which the pro forma adjustments relate, as described in sec on 6 of the Prospectus, as if those event(s) or transac on(s) had occurred as at the date of the historical financial informa on. Due to its nature, the Pro Forma Historical Financial Informa on does not represent the Company's actual or prospec ve financial posi on, financial performance, and/or cash flows. The Pro Forma Historical Financial Informa on has been compiled by OneAll Interna onal to illustrate the impact of the event(s) or transac on(s) described in Sec on 6 of the Prospectus on OneAll Interna onal's financial posi on as at 30 June As part of this process, informa on about OneAll Interna onal's financial posi on has been extracted by OneAll Interna onal from the consolidated financial statements of Gardenart Furniture Co. Ltd (and its controlled en es) for the six month period ended 30 June The consolidated financial statements of Gardenart Furniture Co. Ltd (and its controlled en es) for the six month period ended 30 June 2015 were reviewed by BDO East Coast Partnership in accordance with the Australian Accoun ng Standards. BDO East Coast Partnership issued an unqualified review opinion on the financial report rela ng to those financial statements. Directors' Responsibility The directors of OneAll Interna onal are responsible for the prepara on and presenta on of the Pro Forma Historical Financial Informa on, including the selec on and determina on of pro forma adjustments made to the historical financial informa on and included in the Pro Forma Historical Financial Informa on. This includes responsibility for such internal controls as the directors determine are necessary to enable the prepara on of Pro Forma Historical Financial Informa on that is free from material misstatement, whether due to fraud or error. Our Responsibility Our responsibility is to express limited assurance conclusions on the Pro Forma Historical Financial Informa on, based on our limited assurance engagement. We 2 07 Inves ga ng Accountant s Report 81

84 Tel: Fax: Level 14, 140 William St Melbourne VIC 3000 GPO Box 5099 Melbourne VIC 3001 Australia have conducted our engagement in accordance with the Standard on Assurance Engagement ASAE 3450 Assurance Engagements involving Corporate Fundraisings and/or Prospec ve Financial Informa on. Our limited assurance procedures consisted of making enquiries, primarily of persons responsible for financial and accoun ng ma ers, and applying analy cal and other review procedures. A limited assurance engagement is substan ally less in scope than an audit conducted in accordance with Australian Audi ng Standards and consequently does not enable us to obtain reasonable assurance that we would become aware of all significant ma ers that might be iden fied in a reasonable assurance engagement. Accordingly, we do not express an audit opinion. Our engagement did not involve upda ng or re-issuing any previously issued audit or limited assurance reports on any financial informa on used as a source of the financial informa on. Conclusions Pro Forma Historical Financial informa on Based on our limited assurance engagement, which is not an audit, nothing has come to our a en on that causes us to believe that the Pro Forma Historical Financial Informa on as described in sec on 6 of the Prospectus, and comprising: the pro forma historical consolidated Statement of Financial Posi on of OneAll Interna onal as at 30 June 2015; is not presented fairly, in all material respects, in accordance with the stated basis of prepara on, as described in sec on 6 of the Prospectus. SUBSEQUENT EVENTS Apart from the ma ers dealt with in this Report, and having regard to the scope of this Report and the informa on provided by the Directors, to the best of our knowledge and belief no material transac on or event outside of the ordinary business of OneAll Interna onal not described in the Prospectus, has come to our a en on that would require comment on, or adjustment to, the informa on referred to in our Report or that would cause such informa on to be misleading or INDEPENDENCE BDO is a member of BDO Interna onal Ltd. BDO does not have any interest in the outcome of the proposed IPO other than in connec on with the prepara on of this Report and par cipa on in due diligence procedures, for which professional fees will be received. 3 Oneall Prospectus 82

85 Tel: Fax: Level 14, 140 William St Melbourne VIC 3000 GPO Box 5099 Melbourne VIC 3001 Australia GENERAL ADVICE WARNING This Report has been prepared, and included in the Prospectus, to provide investors with general informa on only and does not take into account the objec ves, financial situa on or needs of any specific investor. It is not intended to be a subs tute for professional advice and poten al investors should not make specific investment decisions in reliance on the informa on contained in this Report. Before ac ng or relying on any informa on, poten al investors should consider whether it is appropriate for their objec ves, financial situa on or needs. Without modifying our conclusions, we draw a en on to the Prospectus, which describes the purpose of the financial informa on, being for inclusion in the Prospectus. As a result, the financial informa on may not be suitable for use for another purpose. BDO has consented to the inclusion of this Report in the Prospectus in the form and context in which it is included. At the date of this Report this consent has not been withdrawn. However, BDO has not authorised the issue of the Prospectus. Accordingly, BDO makes no representa on regarding, and takes no responsibility for, any other statements or material in or omissions from the Prospectus. FINANCIAL SERVICES GUIDE Our Financial Services Guide follows this Report. This guide is designed to assist retail clients in their use of any general financial product advice in our Report. Yours faithfully Greg Ellis Director and Representa ve 4 07 Inves ga ng Accountant s Report 83

86 Tel: Fax: Level 14, 140 William St Melbourne VIC 3000 GPO Box 5099 Melbourne VIC 3001 Australia Financial Services Guide This Financial Services Guide is issued in rela on to an inves ga ng accountant's report ( Report ) prepared by BDO Corporate Finance (East Coast) Pty Limited (ABN ) ( BDO CF ) at the request of the directors ( Directors ) of OneAll Interna onal Limited ( OneAll Interna onal ) to provide general financial product advice in the form of a Report in rela on to the ini al public offering of shares in OneAll Interna onal ( Proposal ). The Report is intended to accompany a Prospectus ( Document ) that is to be provided by the Directors to help poten al investors make an informa on decision in rela on to the financial product. Engagement BDO CF has been engaged by the Directors to prepare the Report expressing our opinion in respect of the financial informa on to be included in the Document to be issued in connec on with the Proposal. Financial Services Guide BDO CF holds an Australian Financial Services Licence (Licence No: ) ( Licence ). As a result of our Report being provided to you BDO CF is required to issue to you, as a retail client, a Financial Services Guide ( FSG ). The FSG includes informa on on the use of general financial product advice and is issued so as to comply with our obliga ons as holder of a Licence. Financial services BDO CF is Licenced to provide The Licence authorises BDO CF to provide reports for the purposes of ac ng for and on behalf of clients in rela on to proposed or actual mergers, acquisi ons, takeovers, corporate restructures or share issues, to carry on a financial services business to provide general financial product advice for securi es and certain deriva ves to retail and wholesale clients. BFOCF provides financial product advice by virtue of an engagement to issue the Report in connec on with the issue of securi es of another person. Our Report includes a descrip on of the circumstances of our engagement and iden fies the party who has engaged us. You have not engaged us directly but will be provided with a copy of our Report (as a retail client) because of your connec on with the ma ers on which our Report has been issued. Our Report is provided on our own behalf as an Australian Financial Services Licensee authorised to provide the financial product advice contained in the Report. General financial product advice Our Report provides general financial product advice only, and does not provide personal financial product advice, because it has been prepared without taking into account your par cular personal circumstances or objec ves (either financial or otherwise), your financial posi on or your needs. Some individuals may place a different emphasis on various aspects of poten al investments. An individual's decision in rela on to the Proposal described in the Document may be influenced by their par cular circumstances and, therefore, individuals should seek independent advice. 5 Oneall Prospectus 84

87 Tel: Fax: Level 14, 140 William St Melbourne VIC 3000 GPO Box 5099 Melbourne VIC 3001 Australia Benefits that BDO CF may receive BDO CF has charged fees for providing our Report. The basis on which our fees will be determined has been agreed with, and our fees will be paid by, the person who engaged us to provide the Report. Our fees have been agreed on either a fixed fee or me cost basis. BDO CF will receive a fee of approximately $52,000 (plus GST and disbursements) in rela on to the prepara on of the Report. The fee is not con ngent upon the outcome of the Proposal, and accordingly, does not have any pecuniary or other interests that could reasonably be regarded as being capable of affec ng its ability to give an unbiased opinion in rela on to the Proposal. Remunera on or other benefits received by our employees All our employees receive a salary. Employees may be eligible for bonuses based on overall produc vity and contribu on to the opera on of BDO CF or related en es but any bonuses are not directly connected with any assignment and in par cular are not directly related to the engagement for which our Report was provided. Referrals BDO CF does not pay commissions or provide any other benefits to any par es or person for referring customers to us in connec on with the reports that BDO CF is Licenced to provide. Associa ons and rela onships BDO CF is a member of a na onal associa on of independent en es which are all members of BDO (Australia) Ltd, an Australian company limited by guarantee. BDO CF and BDO (Australia) Ltd are members of BDO Interna onal Ltd, a UK company limited by guarantee, and form part of the interna onal BDO network of independent member firms. BDO CF's contact details are as set out on our le Complaints resolu on erhead. As the holder of a Licence, we are required to have a process for handling complaints from persons to whom we provide financial product advice. All complaints must be in wri ng, addressed to The Complaints Officer, BDO Corporate Finance (East Coast) Pty Limited, Level 10, 1 Margaret Street, Sydney NSW On receipt of a wri en complaint we will record the complaint, acknowledge receipt of the complaint and seek to resolve the complaint as soon as prac cal. If we cannot reach a sa sfactory resolu on, you can raise your concerns with the Financial Ombudsman Service Limited ( FOS ). FOS is an independent body established to provide advice and assistance in helping resolve complaints rela ng to the financial services industry. BDO CF is a member of FOS. FOS may be contacted directly via the details set out below. Financial Ombudsman Service Limited GPO Box 3 Melbourne VIC 3001 Toll free: info@fos.org.au 6 07 Inves ga ng Accountant s Report 85

88 08. Risk factors Statement by the jury Mountain impresses as a contemporary interpretation of a classic product. Simple lines achieve a distinctive appearance. The award Red Dot for high design quality,expressing innovation in form and function in an exemplary manner,is presented to: Die Auszeichnung,,Red Dot fur hohe Designqualitat,die in beispielhafter Weise lnnovation in Form und Funktion ausdruckt,wird verliehen an: Mountain Outdoor-Furniture Outdoor-Mobel Manufacturer Guangzhou Gardenart Furniture Co.,Ltd., Guangzhou,China In-house design Roger Cao Red Dot Award Le :Mountain Right:Mountain Bo om:cer ficate Oneall Prospectus 86

89 8.1 Introduc on OneAll is subject to various risks. Some of these are specific to its business ac vi es. Others could affect the whole industry or are more general in nature. Individually or in combina on, these risks may affect the future opera ng and financial performance of OneAll and the value of its Shares. There can be no guarantee that OneAll will achieve or realise its stated business strategy or any of its forward-looking statements contained in this prospectus. Investors should note that past performance is not a reliable indicator of future performance. This sec on describes poten al risks associated with OneAll's business and risks associated with an investment in the Shares. It does not purport to list every risk that may be associated with OneAll's business or with an investment in the Shares now or in the future. The occurrence or consequences of some of the risks described in this sec on are par ally or completely outside the control of OneAll, its directors and its senior management. The risks described in this sec on have been grouped into the following: Risks that relate specifically to OneAll and the way it operates its businesses General risks that relate to inves ng in OneAll Shares Before applying for Shares, investors should sa sfy themselves that they have sufficient understanding of the risks of inves ng in OneAll, of inves ng in the industry and of inves ng in shares in general, with regard to their own investment objec ves, financial circumstances and taxa on posi on. Investors should read this Prospectus in its en rety and should consider consul ng their professional advisers before deciding on whether or not to apply for the Shares. 8.2 Risks specific to the Company Export market risk OneAll's products are mainly exported to Europe and the US. This exposes the Company to foreign macroeconomic market vola lity in addi on to the general economic risk in China. In the event that the economic condi on of the countries that OneAll's products are sold to worsen, consumers may postpone or cancel their shopping schedule, which can adversely impact the opera onal outcome of OneAll's business Supply chain risk The sales channel of OneAll involves mul ple stages of work done by factory workers, exporters, importers, wholesalers and retailers. Each stage of a product's sales process requires coopera on by personnel responsible for other stages of work to achieve their responsibility in a mely fashion. When any of the middle components of the supply chain fails, it may result in the Company losing part or all of its customers at the end of the chain. Such events may include changes of suppliers or insolvency of importers or wholesalers. The company minimizes the risk by selling products directly to retailers thus shortening the supply chain The effec veness of quality control As the Company has been experiencing high growth in recent years, OneAll plans to expand its produc on capacity by a considerable scale to meet the needs of increased purchasing orders from its clients. This involves the establishment of addi onal produc on facili es. As the scale of the Company's business opera ons expands, the Company is exposed to a greater risk of deficiencies in its quality control process. In the event that the average quality of the Company's products is adversely impacted as a result of inadequate quality control, the Company will suffer a substan al amount of damage to the reputa on, especially given that the Company's target market is the mid- er to high-end furniture market, which has high requirements on the quality of products Seasonal cycle effect The outdoor furniture industry is subject to seasonal cycles in its sales. Most orders for outdoor furniture are placed during the period from October to March, especially during the Chinese New Year period. However, there are significantly less orders for the other half of the year. This makes it hard for the company to adjust for different levels of produc on volume. It also increases the fixed overhead and reducing the profit for the whole year. This is the seasonal cycle the en re outdoor furniture industry faces. 08 Risk Factors 87

90 While the Company is performing well in northern hemisphere markets, it is also ac vely exploring the southern hemisphere markets to mi gate this risk. The goal is to achieve a balanced ra o of the orders coming from southern and northern hemispheres, so that the difference in orders between off-season and busy season can be minimalised. In addi on, the Company produces popular products in advance during off-season, so that it takes the pressure off the busy season, and the Company is able to accept more orders during busy season. Currently, the Company is running at full produc on capacity for 11 months in a year, and the remaining 1 month is public holidays and Chinese New Year Holidays Foreign exchange risk The People's Bank of China (PBC) announced on 21 July 2005 that the reformed currency policy will be marketoriented. The new policy is based on the demand and supply in the market, which takes a basket of currencies into account. The Chinese Renminbi (RMB) is no longer solely determined by USD and, thus, the RMB exchange rate mechanism has become more flexible. Since the exchange rate policy reform in 2005, the PBC has made three improvements on the policy and the RMB has steadily appreciated through the reform. As the Company exports majority of its products and the transac ons are se led in USD, while se ling payment for most costs in RMB, the profitability of the Company's business opera ons is reduced in the event that the RMB appreciates against the USD Poten al changes to export tax rebate policy Export tax rebate refers to the policy that refunds tax to exporters in China to increase the compe veness of the goods exported, so that the goods can enter the interna onal market at a price that does not include tax. The purpose of export tax rebate is to avoid any double taxa on on cross-border transac ons, in order to eliminate the difference caused by different tax systems in different countries and, in turn, promote fair compe ons. In addi on to encouraging exporta on, the policy also improves social welfare and economic efficiency. The export tax rebate system has also been established in many countries, in order to promote interna onal trades. The export tax rebate policy is one of the fundamental economic policies in China. This policy s mulates exports, increase foreign currency income and increase employment rate. The adjustments of tax rebate can also op mise the industry structure. The export tax rebate policy has undergone mul ple significant changes in China. Currently, the outdoor furniture manufactured by the Company is en tled to a 15 % tax rebate rate. Given that most of the Company's products are exported, a decrease in the tax rebate rate will have a significant nega ve impact on the Company. However, it should be noted that outdoor furniture manufacturing is not part of heavy-pollu on or heavy-energy consump on industry and, thus, it is unlikely for the government to significantly decrease the tax rebate rate for furniture in the near future Labour cost risk As a result of China's rapid industrialisa on and urbanisa on process, the labour cost in China has increased significantly. The 2012, 2013 and 2014, the Company's labour cost as a propor on of the total cost was 18.6%, 17.15%, 18.05% respec vely. Therefore, the Company's ability to effec vely control labour cost is a key factor for the compe veness of the products and ul mately affect the Company's performance. In the event that the Company's labour costs increases, the profitability of the Company's opera ons will be significantly reduced Raw material cost risk The raw materials for the Company's products mainly consist of aluminium, fabrics, glass, polyethylene and stainless steel. Raw material costs make up % of the total cost, which is a very substan al component. Hence, any large fluctua on in the prices of raw materials will increase the difficulty of produc on management. In addi on to produc on management, the Company's profitability may also be affected by fluctua ons in the prices of raw materials. It could even deteriorate especially when the prices of raw materials con nuously increase. The Company has been closely observing the markets the raw materials that the Company used and aims to make procurement plans on aluminium, stainless steel and plas cs according to the medium to long-term trends of commodity prices. The Company also enters into supply contracts early in advance in order to secure low raw material prices. Oneall Prospectus 88

91 8.2.9 Intellectual property rights As a well-known ODM with compe ve design capacity, the Company has received great a en on in the industry. Companies that lack design capacity may imitate OneAll's design of its popular products. The counterfeit products can be extremely similar in style and colour to OneAll's products. However, they are o en of bad quality, which poses a threat to the brand image of OneAll. Hence, the Company is very concerned about protec ng its intellectual property rights. As of the beginning of 2015, the Company has registered 75 design patents in China, 87 design patents in EU, 67 design patents in Australia and a newly developed u lity model patent. In addi on, the Company is also devoted to figh ng piracy and other acts of infringements of intellectual property rights. In 2011, one of the top three European chain stores sold counterfeit OneAll products in hundreds of their stores. This resulted in legal ac on against that company. A er mul ple nego a ons in court with the help of OneAll's lawyers and clients, the chain store agreed to destroy all the illegal replicas and compensate the Company accordingly Reliance on key personnel Similar to all successful businesses, OneAll's business is reliant upon the provision of high-quality marke ng and opera onal services by its senior management team. It is also dependent on its trained and skilled staff and technical personnel for the successful and ongoing provision of its business ac vi es. Any change in the quality or quan ty of these services, or an inability to a ract qualified and mo vated personnel to provide these services, could have long-term effects on OneAll's business ac vi es and financial performance Land-use rights in China According to the relevant PRC Law, all lands in the PRC are either state-owned or collec vely owned, depending on the loca on of the land. All land in the urban areas of a city or town is state-owned while all land in the rural areas of a city or town and all rural land is collec vely owned, unless otherwise specified by law. Individuals, businesses and other organisa ons can possess land by being granted land-use rights from the local government for limited me periods. The land-use right with respect to the factories and dormitories acquired by Zhaoqing Vcare will expire on 28 August According to the Urban Real Estate Administra on Law of the People's Republic of China, the land user that has maintained con nuous use of the land has the right to apply to the land administra on department for an extension of the term at least one year before the expira on of the term. The applica on would be approved except when the tract of land needs to be taken back in considera on of public interest. When the term of the land-use right expires and if the land user has not applied for an extension, the right to use the land is returned to the state. Under special circumstances, the state may also take back the land before the expiry of the granted land-use right in considera on of public interest. However, the state is required to give compensa on to the related land user. Such compensa on is determined by the remaining effec ve term of the land-use right grant and the condi ons of development of the reclaimed land Compe ve environment China is the largest supplier in the global outdoor furniture market. Most manufacturing companies are located in the southern and eastern regions of China, which accounts for over 80% of the total produc on in China. Most Chinese companies follow an OEM model that targets low-end market, but OneAll is one of the few companies that adopt an ODM model, where over 95 % of revenue is generated through an ODM business that targets mid- er to high-end market. While OneAll has no direct compe on in China, OneAll competes with the top- er brands in Europe. Currently, while the Company's products are compe ve in quality and design standards with its compe tors, it does not have brand recogni on as strong as its compe tors. Nonetheless, OneAll offers more affordable prices, due to the fact that the Company has its own produc on facili es and a direct distribu on model Poten al merger and acquisi on ac vi es The Company is planning to integrate within the industry through mergers and acquisi ons, if there is sufficient capital through fund raising or organic growth. The Company will implement strict evalua on process in any poten al M&A deals and has a preference for companies that are closer to the end-customers. However, transac ons may lead to unforeseen expenditures, integra on risks and difficul es in rela on to its opera onal, financial, control and management informa on systems Insurance coverage In the PRC, it is not customary for businesses to take out extensive insurance protec on. Zhaoqing Vcare has bought comprehensive property insurance and vehicle insurance while Gardenart Guangzhou has bought vehicle insurance. Zhaoqing Vcare and Gardenart Guangzhou have the abovemen oned insurance protec on against business disrup on and, thus, may be able to recover compensa on in such circumstances. 08 Risk Factors 89

92 Any uninsured loss or damage, li ga on or business disrup on may result in substan al cost to Zhaoqing Vcare and Gardenart Guangzhou, which, in turn, could have an adverse effect on Zhaoqing Vcare or Gardenart Guangzhou's business, net assets, financial condi on and opera onal results Approvals permits and licenses Zhaoqing Vcare and Gardenart Guangzhou have obtained all the necessary licences and permits for their daily opera on. The licences are subject to check or declara on by the competent PRC authori es and the required standards of compliance may change. Zhaoqing Vcare and Gardenart Guangzhou are subject to the supervision of the authori es and each of these authori es may be able to revoke or refuse to grant or extend the licences. If any of the ac vi es carried out by Zhaoqing Vcare or Gardenart Guangzhou fails to meet the requirements of the current rules or regula ons causing Zhaoqing Vcare or Gardenart Guangzhou to be held liable or responsible, or if Zhaoqing Vcare or Gardenart Guangzhou fails to obtain the grant or renewal of the required licences or approvals, such failure and any poten al penal es could have a material and adverse effect on Zhaoqing Vcare or Gardenart Guangzhou's business, net assets, financial condi on and results of opera ons Risk of significant control by Exis ng Shareholders On Comple on of the Offer, all Exis ng Shareholders will hold approximately 97.89% to 99.15% of the Shares (subject to subscrip on amount), which enables the Exis ng Shareholders, if ac ng together, to pass any shareholder resolu on (including a special resolu on) without any new Shareholder. As a result, the Exis ng Shareholders would be able to exert a significant degree of influence over the Company's management affairs and over ma ers requiring Shareholders' approval Housing Provident Fund Pursuant to the Regula on on the Administra on of Housing provident funds and its related laws and regula ons in China, a housing provident fund is established for each employed person. The employees' employer and the employees themselves are required to make regular contribu ons to the fund. In the event that the employer fails in making a deposit registra on with the relevant authori es, or establish a housing provident fund with a bank, the relevant authori es can demand the employer to do so within a required period. If the employer remains noncompliant a er the designated period, the relevant authori es may impose a fine of no less than RMB 10,000 (approximately A$2,037) and no more than RMB 50,000 (approximately A$10,183). Addi onally, in the event that the employer fails to make a the required contribu on in full, the relevant authority has the power to issue an order for the employer to make the required contribu on within a me limit, which can be enforced by a court of law upon expira on of the me limit. As at the date of this Prospectus, Guangzhou Gardenart has paid the contribu on of Housing provident funds for 20 employees. Guangzhou Gardenart also has confirma on from the Guangzhou Housing Fund Management Center on 11 August 2015 that Guangzhou Gardenart has not been punished by the Guangzhou Housing Fund Management Center since the opening on its account in July General investment risks Poten al fluctua ons in prices of Shares The price at which Shares are quoted on the ASX may increase or decrease due to a number of factors. These factors may cause the Shares to trade below the Offer Price. There is no assurance that the price for the Shares will increase following quota on on the ASX, even if the Company's earnings increase. The market price and demand for shares quoted on the ASX could be vola le and may fluctuate due to numerous factors including: (i) fluctua ons in the domes c and interna onal market for listed stocks; (ii) general economic condi ons, including interest rates, infla on rates, exchange rates, commodity prices and oil prices; (iii) changes to government fiscal, monetary or regulatory policies; (iv) legisla on or regula on; (v) inclusion in or removal from market indices; (vi) the nature of the markets in which the Company operates; and (vii) general opera onal and business risks Liquidity of Shares There is currently no public market through which the Shares of the Company may be sold. On Comple on of the Offer, there can be no guarantee that an ac ve market will develop or that the price of the Shares will increase. There Oneall Prospectus 90

93 may be rela vely few or many poten al buyers or sellers of the Shares on the ASX at any me. This may increase the vola lity of the market price of the Shares and may prevent investors from acquiring more Shares or disposing of Shares they acquire under the Offer. It may also affect the prevailing market price at which the Shareholders can sell their Shares. This may result in Shareholders who acquire Shares under the Offer receiving a market price for their Shares that is less or more than the Offer Price. On Comple on of the Offer, all Exis ng Shareholders will hold approximately 97.89% to 99.15% of the Shares (subject to subscrip on amount). Around 89.27% to 88.14% of the Shares held indirectly by Jianhui (Roger) Cao, Huatang (Douts) Li and Jia Ying (Jimmy) Chen may be classified by ASX as restricted securi es and may be required to be held in escrow for up to 24 months from the date of quota on (please refer to Sec on 9.7). The absence of sale of Shares by the Exis ng Shareholders during the escrow period may cause, or at least contribute to, limited liquidity in the market for the Shares. This may also affect the prevailing market price at which Shareholders are able to sell their Shares Exposure to general economic condi ons The opera ng and financial performance of OneAll is influenced by a variety of general domes c and global economic and business condi ons that are outside the control of the Company. Prolonged deteriora on in general economic condi ons may affect the demand for the Company's services and may have a material adverse impact on the financial performance, financial posi on, cash flows, dividends, growth prospects and share price of the Company Risk of Shareholder dilu on In the future, the Company may elect to issue shares to raise funds for the Company's business opera ons or addi onal acquisi ons that the Company may decide to make. While the Company will be subject to the constraints of the ASX Lis ng Rules regarding the percentage of its capital that it can issue within a 12-month period (other than where excep ons apply), Shareholders may be diluted as a result of such issuance of shares and fundraisings Accoun ng standards Any changes in accoun ng standards or how they are applied and interpreted may have an adverse impact on OneAll's financial performance and posi on Taxa on reform Any changes to the current rate of the Company's income tax in Australia or abroad, (i.e., China) may affect Shareholder returns. Any changes to relevant tax laws, the way they are interpreted and applied or to the current rate of taxes could have an adverse effect on OneAll's financial performance or results. In addi on, any change in tax rules and tax arrangements could also have an adverse effect on the level of dividend imputa on or franking and Shareholder returns Li ga on and regulatory inquiries OneAll may be subject to li ga on, complaints and other claims or disputes, regulatory inquiries or inves ga ons and other enforcement ac on ini ated by customers, employees, regulators or other third par es in the course of its business. Such ma ers may have a materially adverse effect on OneAll's financial performance and posi on. Even if such ma ers are successfully defended or se led without financial consequences, they may have a material adverse effect on OneAll's reputa on Dividends may not be fully franked Given the propor on of OneAll's earnings from offshore opera ons, it is unlikely that OneAll will have sufficient franking credits in the future to fully frank dividends. There is likewise no guarantee that the franking system will not be varied or abolished. In addi on, as the propor on of OneAll's earnings from offshore opera ons increases, it may not be possible to fully frank dividends. The value and availability of franking credits to a Shareholder will differ depending on the Shareholder's par cular tax circumstances. Shareholders should also be aware that the ability to use franking credits, either as a tax offset or as a refund claim a er the end of the income year, will depend on the individual tax posi on of each Shareholder Force majeure events Force majeure events, or events beyond the control of the Company, may occur within or outside Australia that 08 Risk Factors 91

94 09. Addi onal informa on Retail Client Le :Shop inside Right:Shop inside Bo om:shop outside Oneall Prospectus 92

95 9.1 Incorpora on, share capital and company tax status The Company was incorporated in Victoria as a public company limited by shares on 29 June On comple on of the Offer, the Company will have: 117,000,000 Shares on issue including 1,000,000 Shares issued under this Prospectus in case of the Minimum Subscrip on; 118,500,000 Shares on issue including 2,500,000 Shares issued under this Prospectus in case of the Maximum Subscrip on. OneAll (on a standalone basis) is and will be subject to tax at the Australian corporate tax rate. Its subsidiaries will be subject to tax in the jurisdic ons in which they operate. Profits repatriated to OneAll from Gardenart Hong Kong will not be subject to Australian income tax. 9.2 Corporate Structure OneAll was incorporated in Victoria, Australia on 29 June A group restructure, commencing in June 2015 and comple ng in August 2015, resulted in: the acquisi on by OneAll of Gardenart Hong Kong, together with its wholly owned subsidiaries Zhaoqing VCare which is the main manufacturing base of the business in China and Gardenart BVI; and the acquisi on by Zhaoqing VCare of Gardenart Guangzhou which is the main opera ng company in China. The Group structure at the date of this Prospectus is shown in the diagram below. 9.3 Summary of rights and liabili es a aching to Shares and other material provisions of the Company's Cons tu on 09 Addi onal Informa on 93

96 9.3.1 General The rights and liabili es a aching to ownership of the Shares are detailed in the Cons tu on of the Company which may be viewed on the Company's website: oneallinterna onal.com, or inspected during normal business hours at the registered office of the Company; and in certain circumstances, regulated by the Corpora ons Act, the ASX Lis ng Rules, the ASX Se Opera ng Rules and the general law. lement A summary of the significant rights, liabili es and obliga ons a aching to the Shares and a descrip on of other material provisions of the Cons tu on are set out below. This summary is not intended to be exhaus ve and is qualified by the fuller terms of the Cons tu on. This summary does not cons tute a defini ve statement of the rights and liabili es of Shareholders. This summary assumes OneAll is admi ed to the official list of ASX Vo ng At a general mee ng, every member present in person or by proxy, a orney or representa ve has one vote on a show of hands and on a poll, one vote for each fully paid Share held. On a poll, partly paid Shares confer a frac on of a vote pro-rata to the amount paid up on the Share Dividends Subject to any special terms and condi ons of issue, the amount which the Directors from me to me determine to distribute by way of dividend are divisible among the members in propor on to the amounts paid up on the Shares held by them Issue of Shares Subject to the Cons tu on, the Lis ng Rules and the ASX Se lement Opera ng Rules, the Directors have the right to issue shares or grant op ons over unissued shares to any person and they may do so at such mes as they think fit and on the condi ons and the issue price they think fit. Such shares may have preferred, deferred or other special rights or special restric ons about dividends, vo ng, return of capital or otherwise, as the Directors think fit Varia on of class rights Subject to the Corpora ons Act and the Lis ng Rules, the rights a terms of issue state otherwise, be varied: ached to any class of shares may, unless their with the wri en consent of the holders of 75% of the shares of the class; or by a special resolu on passed at a separate mee ng of the holders of shares of the class Transfer of Shares Subject to the Cons tu on, the Corpora ons Act, the Lis ng Rules and to the rights or restric ons a ached to any shares or class of shares, holders of Shares may transfer them by a proper transfer effected in accordance with the ASX Se lement Opera ng Rules or an instrument in wri ng in any usual form or in any other form that the Directors approve. The Directors may decline to register a transfer of Shares for reasons including where the transfer is not in registrable form or where the refusal to register the transfer is permi ed under the Lis ng Rules or the ASX Se lement Opera ng Rules. If the Directors decline to register a transfer, the Company must give the party lodging the transfer wri en no ce of the refusal and the reason for refusal. Oneall Prospectus 94

97 9.3.7 Small holdings The Directors may sell the Shares of a Shareholder if that Shareholder holds less than a marketable parcel of Shares, provided that the procedures set out in the Cons tu on are followed. A non-marketable parcel of Shares is defined in the Lis ng Rules and is, generally, a holding of shares with a market value of less than A$ General mee ngs and no ces Subject to the Cons tu on and to the rights or restric ons a ached to any shares or class of shares, each member is en tled to receive no ce of and, except in certain circumstances, to a end and vote at general mee ngs of the Company and receive all financial statements, no ces and other documents required to be sent to members under the Cons tu on or the Corpora ons Act Winding up Subject to any special or preferen al rights a aching to any class or classes of shares, the Cons tu on, the Corpora ons Act and the Lis ng Rules, members will be en tled in a winding up to share in any surplus assets of the Company in propor on to the shares held by them, less any amounts which remain unpaid on these shares at the me of distribu on Directors appointment and removal The minimum number of Directors is three and the maximum is to be fixed by the Directors but may not be more than 10 unless the Company passes a resolu on varying that number. Directors are elected at annual general mee ngs of the Company. Re rement will occur on a rota onal basis so that any Director who has held office for three or more years or three or more annual general mee ngs (excluding any Managing Director) re res at each annual general mee ng of the Company. The Directors may also appoint a Director to fill a casual vacancy on the Board in addi on to the Directors who will then hold office un l the next annual general mee ng of the Company Directors vo ng Ques ons arising at a mee ng of Directors will be decided by a majority of votes of the Directors present at the mee ng and en tled to vote on the ma er. In the case of a ed vote, the Chair has a second or cas ng vote, unless there are only two Directors present or qualified to vote, in which case the proposed resolu on is taken as having been lost Directors' remunera on The Directors, other than the Execu ve Directors, are en tled to be paid by such Directors' fees for their services as the Directors decide, provided that the total fees do not exceed the maximum aggregate sum as may be approved from me to me by Shareholders in general mee ng. The Cons tu on also makes provision for the Company to pay all expenses of Directors in a ending mee ngs and carrying out their du es and for the payment of addi onal fees for extra services or special exer ons. Any change to that maximum aggregate sum needs to be approved by Shareholders Altera on of share capital Subject to the Lis ng Rules, the Cons tu on and the Corpora ons Act, the Company may alter its share capital Preference shares The Company may issue preference shares including preference shares which are liable to be redeemed or conver ble to ordinary shares. The rights a aching to preference shares are those set out in the Cons tu on. 09 Addi onal Informa on 95

98 Varia on of the Cons tu on The Cons tu on can only be amended by a special resolu on passed by at least three quarters of members present and vo ng at a general mee ng of the Company. The Company must give at least 28 days' wri en no ce of its inten on to propose a resolu on as a special resolu on Share buy-backs The Company may buy back shares in accordance with the provisions of the Corpora ons Act Dividend plan The Cons tu on contains a provision allowing Directors to implement a dividend reinvestment plan. 9.4 Material contracts The Directors consider that there are a number of contracts which are significant or material to OneAll or of such nature that an investor may wish to have details of them when making an assessment of whether to apply for Shares. The main provisions of these contracts are summarised below, or elsewhere in this Prospectus. These summaries do not purport to be complete and are qualified by the text of the contracts themselves Agreements associated with Company's business Supply Contracts Gardenart Guangzhou has entered into supply contracts for the purchase of products manufactured by outsourced factories.significant orders made since December 2014 include the following: No. Supplier Product name(s) Contract amount Signing date Delivery date (RMB) 1 Aluminium framed dining chairs, etc. 2,127, July October 2015 and 15 November Foshan Bote Aluminium framed 1,803, July December 2015 Furniture Co., Ltd. loungers, etc. 3 Aluminium framed loungers, etc. 2,553, July January 2016 Sales Contracts The sales contracts which it enters into with the buyers are all short-term contracts. The effec ve terms of these sales contracts are usually about 3 months. The company enters into sales contracts with buyers in a standard format with the same terms applying to all buyers. The content of the sales contracts include: the product name, item number, order quan ty, descrip on, other material, unit price, total amount, delivery me, delivery place, mode of transporta on, price term. The Company's subsidiaries have entered into sales contracts with purchasers, for the provision of products manufactured by the company and its outsourced factories. Significant orders received since December 2014 include the following: Oneall Prospectus 96

99 No. Vendor Purchaser Contract amount (USD) Signing date Delivery date 1 Guangzhou Gardenart Stern GMBH & Co.KG 596, July October 2015 and 5 December Gardenart HK Inicia va Exterior 3i S.A. 797, July October Gardenart HK Outdoor Imp. E Exp. Ltd 922, July June Gardenart HK Gardens and Roses 1,094, August 2015 Pending 5 Gardenart HK Legio Purchasing NV 1,200, June December Gardenart HK Legio Purchasing NV 1,280, July March Deeds of access, insurance and indemnity for Directors Access The Company has entered into deeds of access, insurance and indemnity with each Director which contain rights of access to certain books and records of OneAll. Indemnifica on Under the Cons tu on, OneAll is required to indemnify all Directors and officers, past and present, against all liabili es allowed under law. Under the deed of access, insurance and indemnity, OneAll indemnifies par es against all liabili es to another person that may arise from their posi on as an officer of OneAll or its subsidiaries to the extent permi ed by law. The deed s pulates that OneAll will meet the full amount of any such liabili es, including reasonable legal costs and expenses. Insurance Under the Cons tu on, OneAll may arrange and maintain directors' and officers' insurance for its Directors to the extent permi ed by law and under the deed of access, insurance and indemnity, OneAll must maintain insurance cover for each Director for the dura on of the access period. 9.5 Related party contracts Related party transac ons (that is, transac ons between a public company and a director, an en ty controlled by a director, or a parent company of the public company) are regulated in Australia under the Corpora ons Act by a requirement for disinterested shareholder approval, unless the transac on is on arm's length terms, represents no more than reasonable remunera on, or complies with other limited exemp ons Delivery Contracts Zhaoqing VCare has entered into delivery contracts with Gardenart Guangzhou, its parent company regularly in rela on to the products manufactured by Zhaoqing VCare. There are two current significant orders: (i) one for 16,445 aluminium sling loungers at the contracted amount of RMB 6,239,973.36, signed on 27 July 2015, with delivery date at 15 December 2015; and (ii) one for 19,654 full aluminium folding chairs at the contracted amount of RMB 3,404,522.96, signed on 27 July 2015, with delivery date at 15 January Addi onal Informa on 97

100 9.5.2 Share Transfer Contract On 6 August 2015, Zhaoqing Vcare entered into a share transfer contract with Jianhui (Roger) Cao and Huatang (Douts) Li in rela on to the shares in Gardenart Guangzhou, whereby Jianhui (Roger) Cao and Huatang (Douts) Li agreed to sell 49.87% and 50.13% of the shares in Gardenart Guangzhou for RMB 3.99 million and RMB 4.01million respec vely, represen ng the registered capital that each of Jianhui (Roger) Cao and Huatang (Douts) Li holds in Gardenart Guangzhou respec vely Lease Contract Guangzhou Gardenart had entered into a Lease Contract with Jianhui (Roger) Cao for the property at Room 704, No. 123 Tiyu West Road, Tianhe District, Guangzhou, China. The lease term is 1 January 2015 to 31 December 2015, with a rent amount of RMB 18,370.1 per month. 9.6 Exis ng Shareholder interests The table below sets out the interests of Shareholders as at the date of this Prospectus and immediately following the Offer: Shareholders Minimum Subscrip ons Maximum Subscrip ons Number of Shares % Number of Shares % 2 Simply Dynamic Ltd 3 Next Champion Ltd 4 Ideal Green Investments Ltd Shares held by Exis ng Shareholders who are non-related par es Shares on issue at date of Prospectus Shares offered under this Prospectus Total 49,334, ,334,800 49,334, ,334,800 5,776, ,776,800 11,553, ,553, ,000, ,000,000 1,000, ,500, ,000, ,500, Simply Dynamic Ltd, Next Champion Ltd and Ideal Green Investments Ltd will retain 89.27% of the Company if Minimum Subscrip on is achieved and 88.14% if Maximum Subscrip on is achieved. 2. Mr Huatang (Douts) Li holds 100% of the ordinary shares in Simply Dynamic Ltd. 3. Mr Jianhui (Roger) Cao holds 100% of the ordinary shares in Next Champion Ltd. 4. Mr Jia Ying (Jimmy) Chen holds 100% of the ordinary shares in Ideal Green Investments Ltd. 9.7 Escrow requirements under the ASX Lis ng Rules Subject to the quota on of the Company's securi es on ASX, certain Shares may be classified by ASX as restricted securi es and may be required to be held in escrow for up to 24 months from the date of quota on. During the period in which these securi es are prohibited from being transferred, trading in Shares may be less liquid which may impact on the ability of a Shareholder to dispose of his or her Shares in a mely manner. The Company will announce to the ASX full details (quan ty and dura on) of the Shares required to be held in escrow prior to the Shares commencing trading on the ASX. Oneall Prospectus 98

101 9.8 Consents to be named and disclaimers of responsibility Each of the par es referred to below (each a Consen ng Party), to the maximum extent permi ed by law, expressly disclaims all liabili es in respect of, makes no representa ons regarding and takes no responsibility for any statements in or omissions from this Prospectus, other than the reference to its name in the form and context in which it is named and a statement or report included in this Prospectus with its consent as specified below. Wri en consents to the issue of this Prospectus have been given and, at the me of lodgement of this Prospectus with ASIC, had not been withdrawn by the following par es: Secvest Capital Pty Ltd has given and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its wri en consent to be named in this Prospectus as the Lead Arranger and Advisor to the Company in the form and context it is so named; BDO Corporate Finance (East Coast) Pty Ltd has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its wri en consent to be named in this Prospectus as Inves ga ng Accountant to the Company in the form and context it is so named and to the inclusion of its Inves ga ng Accountant's Report on the Historical Financial Informa on in Sec on 7; BDO East Coast Partnership has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its wri en consent to be named in this Prospectus as Australian tax advisers of the Company in the form and context it is so named; Baker & McKenzie has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its wri en consent to be named in this Prospectus as Australian legal adviser to the Company in rela on to the Offer in the form and context in which it is named; Trend Associates has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its wri en consent to be named in this Prospectus as Chinese legal adviser to the Company in rela on to the Offer in the form and context in which it is named; Charles Chu & Kenneth Sit in associa on with Wang Jing & Co. Law Firm has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its wri en consent to be named in this Prospectus as the Company's which has performed the work in rela on to due diligence enquiries on Hong Kong legal ma ers Hong Kong legal adviser in the form and context it is so named; Harney Westwood & Riegels has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its wri en consent to be named in this Prospectus as the Company's which has performed the work in rela on to due diligence enquiries on Bri sh Virgin Islands legal ma ers Bri sh Virgin Islands legal adviser in the form and context it is so named; Boardroom Pty Limited has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its wri en consent to be named in this Prospectus as the Registry in the form and context it is so named; Frost & Sullivan Australia Pty Ltd has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its wri en consent to be named in this Prospectus as the independent expert in the form and context it is so named;and Bank of China Limited has given, and has not withdrawn prior to the lodgement of this Prospectus with ASIC, its wri en consent to be named in this Prospectus as the Bank in the form and context it is so named. No en ty or person referred to above in Sec on 9.8 has made any statement that is included in this Prospectus or any statement on which a statement made in this Prospectus is based, except as stated above. Each of the persons and en es referred to above in this Sec on 9.8. has not authorised or caused the issue of this Prospectus, does not make any offer of New Shares and expressly disclaims and takes no responsibility for any statements in or omissions from this Prospectus except as stated above in this Sec on 9.8. In addi on, as permi ed by ASIC Class Order [CO 00/193] this Prospectus may include or be accompanied by certain statements fairly represen ng a statement by an official person, or from a public official document or a published book, journal or comparable publica on. 09 Addi onal Informa on 99

102 9.9 Costs of the Offer If the Offer proceeds, the es mated costs of the Offer (excluding the impact of taxes), by type of cost, are shown in the table below: Es mated expenses (A$)(exclusive of non-recoverable GST, where applicable) Corporate advisory Minimum Subscrip on (A$) 840,000 Maximum Subscrip on (A$) 840,000 Legal fees ASX fees 390, , , ,000 Inves ga ng accountant and taxa on fees 67,000 67,000 Independent Market Report 27,000 27,000 Prin ng and other costs 52,000 52,000 1 Total es mated expenses 1,514,000 1,514,000 1.Final expenses may be higher due to tax impacts Working capital statement The Directors believe that, on Comple on of the Offer, the Company will have sufficient working capital to carry out its objec ves as stated in this Prospectus Governing law This Prospectus and the contracts that arise from the acceptance of the Applica ons and bids under this Prospectus are governed by the laws applicable in New South Wales and each Applicant under this Prospectus submits to the exclusive jurisdic on of the courts of New South Wales Legal proceedings So far as the Company is aware, there is no current or threatened civil li ga on, arbitra on proceedings or administra ve appeals, or criminal or governmental prosecu ons of a material in which the Group is directly or indirectly concerned which is likely to have a material adverse effect on the business or financial posi on of the Group Tax considera ons Set out below is a general overview of the Australian taxa on implica ons for investors who acquire the New Shares on capital account. This Sec on 9.13 is based on legisla on applicable at the me of its prepara on. Given the complexity of taxa on laws, it does not cover all possible implica ons for par cular investors. As the tax posi on of each investor may vary depending on their individual circumstances, this Sec on 9.13 should not be considered advice specific to any par cular investor. Before lodging an Applica on, each investor should seek independent professional advice with respect to the tax consequences applicable to their individual circumstances. Oneall Prospectus 100

103 Taxa on of dividends The treatment of the dividends which are paid to investors will vary depending on whether or not the investor is an Australian resident or foreign resident. The taxa on treatment will also vary depending on the extent to which any dividends carry a franking credit. Dividends received by Australian resident Shareholders For Australian resident individuals and complying superannua on en es, dividends on the New Shares will be assessable income of the Shareholder in the income year in which they are paid (or deemed to be paid) to the Shareholder. If the dividend carries a franking credit (for imputed Australian corporate tax paid by OneAll) then the dividend paid (or deemed to be paid) plus the franking credit will be included in the Shareholder's taxable income and subject to tax at the Shareholder's marginal tax rate. The Shareholder will be en tled to offset the franking credit against tax payable by the Shareholder if the Shareholder is a qualified person. A qualified person is a Shareholder who sa sfies the holding period rule (by holding shares on which the dividend is "at risk" for at least 45 th days con nuously from the day a er the Shareholder acquires the shares to the 45 day a er the shares become exdividend) and the related payments rule. Individuals and complying superannua on funds are en tled to a refund of any part of the franking credits that exceed their tax payable. Australian resident companies can convert excess franking credits to tax losses that can poten ally be deduc ble against income in future years. Unfranked dividends received by Australian resident Shareholders will be taxable at the Shareholder's marginal tax rate. For individuals, this tax rate may be up to 49% (including Medicare levy and temporary Budget Repair levy). For companies and complying superannua on funds, rates of tax are generally 30% and 15% respec vely. Dividends received by non-resident Shareholders Dividend withholding tax is not imposed on fully franked dividends paid to foreign Shareholders. It may be necessary for OneAll to withhold tax from unfranked dividends paid to foreign Shareholders and remit the tax to the Australian Taxa on Office. Where unfranked dividends are paid to non-resident Shareholders, and the unfranked dividend is not declared to be "conduit foreign income", dividend withholding taxes must be deducted from the gross dividends paid. If the Shareholder is a resident of a country that does not have a Double Tax Agreement (DTA) with Australia then a 30% withholding tax rate will be applied to dividends paid to the non-resident Shareholder. If the Shareholder is a resident of a country that does have a DTA with Australia then the DTA will determine the maximum amount of withholding tax that can be imposed. DTA dividend withholding tax rates generally range from 0% to 15% Disposal of Shares As noted above, the following overview of Australian tax implica ons associated with disposal of New Shares is confined to investors who hold their shares on capital account. Australian income tax laws impose tax on capital gains (CGT). Persons who acquire New Shares on revenue account or for a share trading purpose should seek independent professional advice as the issues are complex and the tax implica ons depend heavily on individual circumstances. Disposal of Shares by Australian resident Shareholders Disposal of some or all of the New Shares held on capital account by Australian resident investors will give rise to a CGT event and investors may become liable to pay CGT if they make a capital gain on disposal, or another CGT event occurs in respect of the New Shares. 09 Addi onal Informa on 101

104 An investor will be taken to have acquired New Shares when these are issued or transferred to the investor and to have disposed of the New Shares when the investor transfers (or agree to transfer) the New Shares to another person. Taxa on law also deems a disposal to have occurred in some other circumstances as well. To calculate the capital gain that is subject to tax ini ally requires the cost base of shares to be subtracted from the considera on (money or property) received from their disposal. If the calcula on results in a nega ve number, then a capital loss has been incurred. The market value of shares at the me of their disposal may be subs tuted as considera on if the disposal is for nil or not undertaken on an arm's length dealing basis. In the case of New Shares acquired pursuant to the Prospectus, the cost base for CGT purposes will generally be the amount paid for the New Shares (A$1.00 per share), plus incidental transac on costs (such as brokerage fees) incurred in selling the shares. If the Shareholder has also derived capital losses in the income year, or has accumulated capital losses that are deduc ble, then those losses may be offset against the capital gain derived from the disposal of the shares. A capital loss cannot be offset against ordinary taxable income but may be carried forward and offset against future capital gains. However, u lisa on of carried forward capital losses is subject to various loss integrity tests. Considera on of these loss provisions is beyond the scope of this Sec on. For those investors that are companies, a net capital gain made on the disposal of New Shares (a er any capital losses are offset) must be included in the company's taxable income and subject to tax at the prevailing general corporate tax rate (30%). Investors who are either individuals or complying superannua on funds (or another similar form of qualifying en ty), and dispose of New Shares held for at least 12 months, may be en tled to a CGT discount of 50% and 33 1/3% respec vely. Companies are not en tled to any discount and special rules apply for trusts. The net capital gain remaining a er permi ed offsets and discounts, is added to the investor's other taxable income, and the total amount is then subject to tax at the investor's marginal tax rate. Where shares are held by a trust (and the trust is not taxed as a company for Australian tax purposes) then a CGT discount of 50% is generally available. When the capital gain is distributed to the beneficiary by the trustee of the trust, the capital gain needs to be grossed up and the relevant beneficiary(s) will need to determine for themselves whether or not they are able to access the CGT discount provisions. Disposal of Shares by non-australian resident Shareholders Foreign residents are only subject to CGT on the disposal of taxable Australian property. For tax purposes, New Shares will generally only be considered taxable Australian property where the following condi ons are sa sfied: the investor owns an interest of 10% or more in OneAll; and more than 50% of the value of OneAll relates to assets that are taxable Australian real property such as land and buildings or interests in land and buildings. For example, leasehold rights over land situated in Australia are considered to be taxable Australian real property. Based on informa on contained in the Prospectus regarding the planned opera on of the business, OneAll shares are unlikely to be taxable Australian property. As such, foreign residents that dispose of their shares are unlikely to be subject to CGT on any gains made in Australia. However, the circumstances of the company should be reviewed by investors as at the me they dispose of some or all New Shares Tax File Numbers quota on It is not compulsory for Australian resident Shareholders to provide OneAll with details of their Tax File Number (TFN) or Australian Business Number (ABN). However, a failure to quote a TFN or ABN to OneAll will result in OneAll being required to withhold and remit tax of 49% (47% for years ended following 30 June 2017 based on current legisla on) from unfranked dividends paid to the relevant Shareholder. The amount withheld in these circumstances should be available as a credit against the investor's tax liability. Oneall Prospectus 102

105 GST and transfer duty No GST is applicable to the issue or transfer of the New Shares given that, under current law, shares in a company are a financial supply for GST purposes. Shareholders may not be en tled to claim full input tax credits in respect of GST paid on costs incurred in connec on with the acquisi on of shares. Transfer duty will not be payable on New Shares issued pursuant to the Prospectus Statement of Directors Each Director has authorised the issue of this Prospectus and has consented to the lodgement of this Prospectus with ASIC in accordance with sec on 720 of the Corpora ons Act. This prospectus is signed by a Director of OneAll Interna onal Limited in accordance with sec on 351 of the Corpora ons Act. Chairman Huatang (Douts) Li 09 Addi onal Informa on 103

106 10. Glossary In-house Design Le : Freehand Sketching Right:Roger Cao Bo om: Design Team Oneall Prospectus 104