lifestyle design PROSPECTUS DATED 7 MAY 2007 (registered by the Monetary Authority of Singapore on 7 May 2007)

Transcription

1 Travelite Holdings Ltd. trendy design lifestyle PROSPECTUS DATED 7 MAY 2007 (registered by the Monetary Authority of Singapore on 7 May 2007) comfort about us our distribution channels our merchandise We market, sell and distribute a wide range of merchandise through different distribution channels catering mainly to the travel, business and lifestyle needs of consumers Departmental stores in Singapore and Malaysia Our chain of Travel For All and Gear Zone specialty stores in Singapore and Malaysia Third party retail outlets in Singapore and Malaysia Gift redemption or corporate gift programmes mainly in Malaysia Wholesale distribution to third party distributors in countries outside Singapore and Malaysia, such as Indonesia, Brunei, Philippines, the PRC and the Middle East BAGS AND TRAVEL ESSENTIALS A comprehensive range of luggage and travel bags including trolley luggage, garment bags and hard and soft case travel bags A wide array of business bags including pilot cases, document bags, laptop computer bags and backpacks with laptop computer and organiser compartments A trendy range of urban lifestyle bags including ladies handbags, sling bags, sports bags, duffle bags, haversacks and casual backpacks A diversified range of travel-essential items such as waist pouches, toiletry bags, beauty cases, foldable bags, trolleys for bags, luggage straps, padlocks, travel adapters, pill-boxes, eye masks and camera cases Travelite Holdings Ltd. (Company Registration Number: K) This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser. We have applied to the Singapore Exchange Securities Trading Limited ( SGX-ST ) for permission to deal in, and for quotation of, all our ordinary shares (the Shares ) in the capital of Travelite Holdings Ltd. (the Company ) already issued and the new Shares (the New Shares ) which are the subject of this Invitation (as defined herein). Such permission will be granted when we have been admitted to the Official List of the SGX-ST Dealing and Automated Quotation System ( SGX-SESDAQ ). The dealing in, and quotation of, our Shares and the New Shares will be in Singapore dollars. Acceptance of applications for the New Shares will be conditional upon, inter alia, the issue of the New Shares and permission being granted to deal in, and for quotation of, all of our existing issued Shares and the New Shares. If completion of the Invitation does not occur because permission is not granted or for any other reason, monies paid in respect of any application accepted will be returned to you, subject to applicable laws, at your own risk, without interest or any share of revenue or other benefit arising therefrom, and you will not have any claims against us or the Manager, Underwriter and Placement Agent. The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Prospectus. Admission to the Official List of the SGX-SESDAQ is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our Shares or the New Shares. A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the Authority") on 28 March 2007 and 7 May 2007, respectively. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of our Shares or the New Shares, as the case may be, being offered or in respect of which an invitation is made, for investment. We have not lodged or registered this Prospectus in any other jurisdiction. No Shares will be allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority. Investing in our Shares involves risks which are described in the section RISK FACTORS of this Prospectus. WINTER WEAR AND ACCESSORIES These are winter jackets, cardigans, sweaters, trench coats, vests, thermal underwear, gloves, socks, scarves as well as other winter wear and accessories EXECUTIVE ACCESSORIES These are usually men s accessories (such as belts, ties, tie-pins and cuff-links) and smaller items (such as wallets, key holders, card holders, passport holders and organisers) OTHER MERCHANDISE These include merchandise which is offered as premium items through gift redemption programmes implemented by BonusLink loyalty card, financial institutions, credit card service providers and other redemption card centres Certain of our merchandise is also purchased by companies and business enterprises for use as corporate gifts in connection with their marketing and promotional programmes Singapore Office:- Block 9005 Tampines Street 93 # Singapore brands that we market Malaysia Office:- No. 8 Jalan TTP 6/12 Taman Perindustrian Puchong Puchong Selangor Malaysia Travelite Holdings Ltd. (Incorporated in the Republic of Singapore on 12 August 2005) (Company Registration Number K) Invitation in respect of 20,000,000 New Shares comprising:- (a) (b) 600,000 Offer Shares at $0.30 each by way of public offer; and 19,400,000 Placement Shares at $0.30 each by way of placement, our markets payable in full on application. The Middle East The PRC Manager, Underwriter and Placement Agent Malaysia Singapore Philippines Brunei Indonesia PHILLIP SECURITIES PTE LTD

2 GROWING CONSUMER AFFLUENCE ESTABLISHED TRACK RECORD Over 20 years of established track record as a reliable supplier Capabilities to market, sell and distribute the latest designs and styles of travel bags and travel-related merchandise under various established brands PROMOTION OF TOURISM AND MORE AFFORDABLE AIR TRAVEL prospects Comprehensive range of merchandise under different established brands as well as our own house brands Each brand has a unique profile and targets different consumer market segments GROW OUR CHAIN OF SPECIALTY STORES competitive strengths business strategies & future plans Some of these departmental stores include Tangs, John Little, Isetan, Takashimaya and OG in Singapore and Jusco, Sogo, Parkson, Metrojaya and Sunshine Square in Malaysia Established and reliable sourcing channels for the most suitable merchandise at competitive pricing PRODUCT DESIGN AND DEVELOPMENT CAPABILITIES Involved in design and development of bags since 1990 Abreast of the latest design trends in fashion for luggage and travel bags Access to a pool of creative designers and experienced nominated third party manufacturers EXPERIENCED, DYNAMIC AND COMMITTED MANAGEMENT TEAM Our Executive Chairman, Thang Teck Jong, has more than 20 years of industry experience Supported by an experienced and dedicated team of Executive Officers, many of whom have been with the Group for nearly 10 years FY2006 Gross Profit Margins (%) 46.2 Secure new distributorships for brands that either: (a) have already established themselves in their core product segments and are looking to extend their brands to other product range, or (b) are established European or American brands for bags that are looking to extend their brand coverage in Asia Leverage on existing brand collection to distribute new lifestyle merchandise FY2004 FY2005 FY2006 Increase marketing efforts to attract more distributors from countries such as the PRC, Thailand, Dubai and Vietnam as we see huge potential in these populous markets with growing affluence and improving lifestyles of their city dwellers Grow our distribution network, increase our brand collection, expand our geographical coverage for existing brands, or add any strategic component to complement our business and operations or enable us to have better control over our supply chain through strategic acquisitions, joint ventures or alliances Profit (S$ 000) 3,238 2,923 2,355 2,210 1,646 Profit before tax 1,161 Net profit FY2004 FY2005 FY2006 * Financial year ended 31 December Revenue By Distribution Channels (FY2006) Wholesale Others Distribution 0.6% 9.2% Gift Redemption or Corporate Gift Programmes 10.2% Revenue By Merchandise (FY2006) Executive Accessories 8.6% Departmental Stores 45.8% Revenue By Geographical Locations of Our Customers (FY2006) Other Merchandise 5.4% Indonesia 8.4% Others* 0.8% Singapore 15.4% Winter Wear & Accessories 12.2% Third Party Retail Outlets 15.0% Our Chain of Specialty Stores 19.2% FY2005 May consider appointing franchisers to widen network of specialty stores EXPAND THROUGH ACQUISITIONS, JOINT VENTURES AND STRATEGIC ALLIANCES In tune with the latest market and pricing trends FY2004 INCREASE OUR GEOGRAPHICAL COVERAGE SOURCING AND MERCHANDISING CAPABILITIES Expand our chain of specialty stores in Singapore and Malaysia at suitable locations SECURE MORE BRANDS AND INCREASE OUR PRODUCT RANGE As at 31 December 2006, we have 380 points of sale in Singapore and Malaysia As at 31 December 2006, we have sales counters in 96 departmental stores in Singapore and Malaysia 20,848 POTENTIAL IN STRATEGIC ALLIANCE AND JOINT VENTURE Well-established wide and diverse distribution network WELL-ESTABLISHED PRESENCE IN MAJOR DEPARTMENTAL STORES 25,074.3% R 20 CAG 17,339 MULTIPLE DISTRIBUTION CHANNELS Revenue (S$ 000) POTENTIAL IN EXPORT MARKETS POTENTIAL FOR BRAND MARKETING AND BRAND EXTENSION DIVERSIFIED PRODUCT RANGE UNDER ESTABLISHED BRANDS financial highlights Bags & Travel Essentials 73.8% Malaysia 75.4% * Others refer to customers mainly from Brunei, Philippines, the PRC and the Middle East

3 CONTENTS CORPORATE INFORMATION... 4 DEFINITIONS... 6 EXCHANGE RATES SELLING RESTRICTIONS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS DETAILS OF THE INVITATION LISTING ON THE SGX-SESDAQ INDICATIVE TIMETABLE FOR LISTING PROSPECTUS SUMMARY OVERVIEW OF OUR GROUP SUMMARY OF OUR FINANCIAL INFORMATION THE INVITATION PLAN OF DISTRIBUTION USE OF PROCEEDS FROM THE INVITATION AND EXPENSES INCURRED MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS RISK FACTORS INVITATION STATISTICS DILUTION CAPITALISATION AND INDEBTEDNESS DIVIDEND POLICY SELECTED COMBINED FINANCIAL INFORMATION MANAGEMENT S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION OVERVIEW INFLATION REVIEW OF RESULTS OF OPERATIONS REVIEW OF FINANCIAL POSITION LIQUIDITY AND CAPITAL RESOURCES CAPITAL EXPENDITURES, DIVESTMENTS, COMMITMENTS AND CONTINGENT LIABILITIES FOREIGN EXCHANGE MANAGEMENT

4 CONTENTS GENERAL INFORMATION ON OUR GROUP SHARE CAPITAL RESTRUCTURING EXERCISE GROUP STRUCTURE SUBSIDIARIES SHAREHOLDERS MORATORIUM HISTORY BUSINESS BUSINESS OVERVIEW BRANDS THAT WE MARKET OUR AGREEMENTS DISTRIBUTION CHANNELS SALES AND MARKETING PRODUCTION DESIGN AND DEVELOPMENT SEASONALITY MAJOR CUSTOMERS MAJOR SUPPLIERS INVENTORY MANAGEMENT CREDIT MANAGEMENT STAFF TRAINING INTELLECTUAL PROPERTY PROPERTIES AND FIXED ASSETS INSURANCE COVERAGE COMPETITION COMPETITIVE STRENGTHS PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS PROSPECTS TREND INFORMATION BUSINESS STRATEGIES AND FUTURE PLANS GOVERNMENT REGULATIONS EXCHANGE CONTROLS

5 CONTENTS INTERESTED PERSON TRANSACTIONS PAST TRANSACTIONS PRESENT AND ON-GOING TRANSACTIONS REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS POTENTIAL CONFLICT OF INTERESTS DIRECTORS, EXECUTIVE OFFICERS AND STAFF DIRECTORS EXECUTIVE OFFICERS MANAGEMENT REPORTING STRUCTURE STAFF REMUNERATION OF DIRECTORS, EXECUTIVE OFFICERS AND RELATED EMPLOYEES SERVICE AGREEMENTS BOARD PRACTICES CORPORATE GOVERNANCE CLEARANCE AND SETTLEMENT GENERAL AND STATUTORY INFORMATION APPENDIX A INDEPENDENT AUDITORS REPORT ON THE AUDITED COMBINED FINANCIAL STATEMENTS OF TRAVELITE HOLDINGS LTD.... A-1 APPENDIX B TAXATION... B-1 APPENDIX C DESCRIPTION OF OUR SHARES... C-1 APPENDIX D SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY... D-1 APPENDIX E TERMS, CONDITIONS AND PROCEDURES FOR APPLICATIONS... E-1 3

6 CORPORATE INFORMATION BOARD OF DIRECTORS : Thang Teck Jong (Executive Chairman) Hoe Kee Kok (Executive Director) Chan Kok Keen (Executive Director) Ho Meng Loke (Non-Executive Director) Foong Daw Ching (Lead Independent Director) Dr. Clemen Chiang Wen Yuan (Independent Director) Yap Kian Peng (Independent Director) COMPANY SECRETARY : Wee Woon Hong, LLB (Honours) REGISTERED OFFICE : Block 9005 Tampines Street 93 # Singapore SHARE REGISTRAR AND SHARE : Tricor Barbinder Share Registration Services TRANSFER OFFICE (A division of Tricor Singapore Pte. Ltd.) 8 Cross Street #11-00 PWC Building Singapore MANAGER, UNDERWRITER AND : Phillip Securities Pte Ltd PLACEMENT AGENT 250 North Bridge Road #06-00 Raffles City Tower Singapore AUDITORS AND REPORTING : RSM Chio Lim ACCOUNTANTS Certified Public Accountants 18 Cross Street #09-01 Marsh and McLennan Centre Singapore Partner-in-charge: Paul Lee Seng Meng (a member of the Institute of Certified Public Accountants of Singapore) SOLICITORS TO THE INVITATION : Wee Woon Hong & Associates 30 Raffles Place #19-04 Chevron House Singapore LEGAL ADVISERS TO THE COMPANY : Skrine ON MALAYSIAN LAW Unit , 8 th Floor Wisma UOA Damansara 50 Jalan Dungun Damansara Heights Kuala Lumpur Malaysia RECEIVING BANKER : Oversea-Chinese Banking Corporation Limited 65 Chulia Street #29-02/04 OCBC Centre Singapore Global 4 Reports LLC TRAVELITE HOLDINGS LTD.

7 CORPORATE INFORMATION PRINCIPAL BANKERS : Malayan Banking Berhad 2 Battery Road Maybank Tower Singapore Oversea-Chinese Banking Corporation Limited 65 Chulia Street #29-02/04 OCBC Centre Singapore

8 DEFINITIONS In this Prospectus and the accompanying Application Forms, and in relation to the Electronic Applications, the instructions appearing on the screens of the ATMs of Participating Banks or the IB websites of the relevant Participating Banks, unless the context otherwise requires, the following definitions apply throughout where the context so admits:- Companies within the Group Company : Travelite Holdings Ltd. Group : Our Company and our subsidiaries, treated for the purpose of this Prospectus as if our group structure had been in existence since 1 January 2004 Demarco : Demarco Pte Ltd Travel FA : Travel For All Sdn. Bhd. Travelite Marketing : Travelite Marketing Sdn. Bhd. Other Corporations and Organisations CDP : The Central Depository (Pte) Limited CPF : The Central Provident Fund EPF : The Employees Provident Fund HDB : Housing & Development Board Manager, Underwriter, : Phillip Securities Pte Ltd Placement Agent or Phillip Securities MAS or Authority : The Monetary Authority of Singapore Maybank : Malayan Banking Berhad SCCS : Securities Clearing & Computer Services (Pte) Ltd SGX-SESDAQ : SGX-ST Dealing and Automated Quotation System SGX-ST : Singapore Exchange Securities Trading Limited General Act or Companies Act : The Companies Act (Chapter 50) of Singapore as amended, supplemented or modified from time to time Application Forms : The printed application forms to be used for the purpose of the Invitation and which form part of this Prospectus Application List : The list of applications for subscription of the New Shares Articles of Association : The articles of association of our Company 6

9 DEFINITIONS Associate : (a) In relation to an entity, means:- (i) (ii) in a case where the entity is a substantial shareholder, controlling shareholder, substantial interest-holder or controlling interest-holder, its related corporation, related entity, associated company or associated entity; or in any other case, (A) a director or an equivalent person, (B) where the entity is a corporation, a controlling shareholder of the entity, (C) where the entity is not a corporation, a controlling interestholder of the entity, (D) a subsidiary, a subsidiary entity, an associated company, or an associated entity, or (E) a subsidiary, a subsidiary entity, an associated company, or an associated entity, of the controlling shareholder or controlling interest-holder, as the case may be, of the entity; and (b) in relation to an individual, means:- (i) (ii) (iii) his immediate family (being spouse, child, adopted child, step-child, sibling and parent); a trustee of any trust of which the individual or any member of the individual s immediate family is (A) a beneficiary; or (B) where the trust is a discretionary trust, a discretionary object; when the trustee acts in that capacity; or any corporation in which he and his immediate family (whether directly or indirectly) have interests in voting shares of an aggregate of not less than 30% of the total votes attached to all voting shares associated company : In relation to an entity, means:- (a) any corporation, other than a subsidiary of the entity, in which:- (i) (ii) (iii) (iv) the entity or one or more of its subsidiaries or subsidiary entities has; the entity, one or more of its subsidiaries and one or more of its subsidiary entities together have; the entity and one or more of its subsidiaries together have; the entity and one or more of its subsidiary entities together have; or 7

10 DEFINITIONS (v) one or more of the subsidiaries of the entity and one or more of the subsidiary entities of the entity together have, a direct interest in voting shares of not less than 20% but not more than 50% of the total votes attached to all voting shares in the corporation; or (b) any corporation, other than a subsidiary of the entity or a corporation which is an associated company of the entity by virtue of paragraph (a), the policies of which:- (i) (ii) (iii) (iv) (v) the entity or one or more of its subsidiaries or subsidiary entities; the entity together with one or more of its subsidiaries and one or more of its subsidiary entities; the entity together with one or more of its subsidiaries; the entity together with one or more of its subsidiary entities; or one or more of the subsidiaries of the entity together with one or more of the subsidiary entities of the entity, is or are able to control or influence materially associated entity : In relation to an entity, means:- (a) any entity (not being a corporation), other than a subsidiary entity of the first-mentioned entity, in which:- (i) (ii) (iii) (iv) (v) the first-mentioned entity or one or more of its subsidiaries or subsidiary entities has; the first-mentioned entity, one or more of its subsidiaries and one or more of its subsidiary entities together have; the first-mentioned entity and one or more of its subsidiaries together have; the first-mentioned entity and one or more of its subsidiary entities together have; or one or more of the subsidiaries of the first-mentioned entity and one or more of the subsidiary entities of the first-mentioned entity together have, a direct equity interest of not less than 20% but not more than 50% of the total equity interests in the entity; or Global 8 Reports LLC TRAVELITE HOLDINGS LTD.

11 DEFINITIONS (b) any entity (not being a corporation), other than a subsidiary entity of the first-mentioned entity or an entity which is an associated entity of the first-mentioned entity by virtue of paragraph (a), the policies of which:- (i) (ii) (iii) (iv) (v) the first-mentioned entity or one or more of its subsidiaries or subsidiary entities; the first-mentioned entity, together with one or more of its subsidiaries and one or more of its subsidiary entities; the first-mentioned entity together with one or more of its subsidiaries; the first-mentioned entity together with one or more of its subsidiary entities; or one or more of the subsidiaries of the first-mentioned entity together with one or more of the subsidiary entities of the first-mentioned entity, ATM : Automated teller machine is or are able to control or influence materially Audit Committee : The audit committee of our Company as at the date of this Prospectus, unless otherwise stated Board or Board of Directors : The board of Directors of our Company as at the date of this Prospectus, unless otherwise stated Controlling Shareholder : A person who holds directly or indirectly 15% or more of the total votes attached to all the shares or in fact exercises control over the corporation Directors : The directors of our Company as at the date of this Prospectus, unless otherwise stated Electronic Applications : Applications for the Offer Shares made through an ATM of one of the relevant Participating Banks or the IB website of one of the relevant Participating Banks, subject to and on the terms and conditions of this Prospectus entity : Includes a corporation, an unincorporated association, a partnership and the government of any state, but does not include a trust EPS : Earnings per Share Executive Directors : The executive Directors of our Company as at the date of this Prospectus, unless otherwise stated 9

12 DEFINITIONS Executive Officers : The executive officers of our Group as at the date of this Prospectus, unless otherwise stated FY : Financial year ended or ending 31 December, as the case may be Hong Kong : The Hong Kong Special Administrative Region of the PRC IB : Internet Banking Independent Directors : The non-executive independent Directors of our Company as at the date of this Prospectus, unless otherwise stated Invitation : The invitation by our Company to the public in Singapore to subscribe for the New Shares at the Issue Price, subject to and on the terms and conditions of this Prospectus Issue Price : $0.30 for each New Share Latest Practicable Date : 18 March 2007, being the latest practicable date prior to the lodgement of this Prospectus with the Authority Listing Manual : The Listing Manual of the SGX-ST Market Day : A day on which the SGX-ST is open for trading in securities New Shares : The 20,000,000 new Shares for which our Company invites applications to subscribe for pursuant to the Invitation, subject to and on the terms and conditions of this Prospectus Nominating Committee : The nominating committee of our Company as at the date of this Prospectus, unless otherwise stated Non-Executive Directors : The non-executive Directors of our Company as at the date of this Prospectus, unless otherwise stated NTA : Net tangible assets Offer : The invitation by our Company to the public in Singapore for subscription of the Offer Shares at the Issue Price, subject to and on the terms and conditions of this Prospectus Offer Shares : The 600,000 New Shares which are the subject of the Offer Participating Banks : United Overseas Bank Limited ( UOB ) and its subsidiary, Far Eastern Bank Limited (the UOB Group ); DBS Bank Ltd (including POSB) ( DBS Bank ) and Oversea-Chinese Banking Corporation Limited ( OCBC ) PBT : Profit before tax PER : Price earnings ratio periods under review : The period which comprises FY2004, FY2005, and FY2006 Placement : The placement by the Placement Agent of the Placement Shares on behalf of our Company for subscription at the Issue Price, subject to and on the terms and conditions of this Prospectus Global 10 Reports LLC TRAVELITE HOLDINGS LTD.

13 DEFINITIONS Placement Shares : The 19,400,000 New Shares which are the subject of the Placement PRC : The People s Republic of China, excluding Hong Kong and the Macau Special Administrative Region for the purposes of this Prospectus Prospectus : This prospectus dated 7 May 2007 Remuneration Committee : The remuneration committee of our Company as at the date of this Prospectus, unless otherwise stated Restructuring Exercise : The restructuring exercise undertaken in connection with the Invitation as described in the section Restructuring Exercise of this Prospectus Securities Account : The securities account maintained by a depositor with CDP, but does not include a securities sub-account Service Agreements : The service agreements entered into between our Company and our Executive Directors as described in the section Service Agreements of this Prospectus SFA or Securities and : The Securities and Futures Act (Chapter 289) of Singapore, Futures Act as amended, modified or supplemented from time to time Shareholders : Registered holders of Shares, except where the registered holder is CDP, the term Shareholders shall, in relation to such Shares mean the Depositors whose Securities Accounts are credited with Shares Shares : Ordinary shares in the capital of our Company Sub-division : The sub-division of 7,500,000 ordinary shares in our Company into 49,500,000 Shares as described in the section Share Capital of this Prospectus Substantial Shareholder : A person who has an interest or interests in one or more voting shares in our Company and the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares of our Company Currencies, Units and Others RM : Malaysian Ringgit S$ or $ and cents : Singapore dollars and cents, respectively sq ft : Square foot or feet US$ : United States dollars % or per cent. : Per centum or percentage 11

14 DEFINITIONS The expressions Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Act. The terms related corporation, related entity, subsidiary, subsidiary entity and substantial interestholder shall have the same meanings ascribed to them respectively in Section 1 of the Fourth Schedule of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations. Any discrepancies between the amounts listed and the totals thereof in tables included herein are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. Any reference in this Prospectus, the Application Forms and/or the Electronic Applications to any statute or enactment is a reference to that statute or enactment as for the time being amended or re-enacted. Any word defined under the Act, the SFA or any statutory modification thereof and used in this Prospectus, the Application Forms and/or the Electronic Applications shall, where applicable, have the meaning ascribed to it under the Act, the SFA or any statutory modification thereof, as the case may be. Any reference in this Prospectus, the Application Forms and/or the Electronic Applications to Shares being allotted to an applicant includes allotment to CDP for the account of that applicant. Any reference to a time of day in this Prospectus, the Application Forms and/or the Electronic Applications shall be a reference to Singapore time, unless otherwise stated. Any reference to we, us, our, ourselves or other grammatical variations thereof in this Prospectus is a reference to our Company, our Group or any member of our Group, as the context requires. Any reference to Kang Ling Ting in this prospectus is a reference to Kong Ling Kang Ling Ting. 12

15 EXCHANGE RATES The following table sets out the exchange rates that have been used to translate the financial statements for FY2004, FY2005 and FY2006. These exchange rates should not be construed as a representation that our Singapore dollars financial statements could have been, or could be, converted into RM, as the case may be, at any particular rate, the rates stated below, or at all. The table below sets forth the high and low exchange rates between RM and S$ for each of the past six months prior to the Latest Practicable Date. The table illustrates how many RM it would take to buy one S$. RM to S$1.00 High Low September October November December January February As at the Latest Practicable Date, the exchange rate between RM and S$ was RM to S$1.00. The following table sets forth, for the financial years indicated, the average and closing exchange rates between RM and S$. The average exchange rates are calculated using the average of the closing exchange rates on the last day of each month during each financial year. RM to S$1.00 Average Closing FY FY FY The monthly and yearly exchange rates as outlined above are presented solely for information. The above exchange rates have been calculated with reference to exchange rates quoted from the website at and should not be construed as representations that the RM amounts actually represented such S$ amounts or could be converted into S$ at the rate indicated or at any other rate. Where applicable, the exchange rates in these tables are used for our Company s financial information disclosed elsewhere in this Prospectus. In certain parts of this Prospectus, we have converted RM amounts into S$ amounts for the convenience of the potential investors of our Company, as appropriate. 13

16 SELLING RESTRICTIONS This Prospectus does not constitute an offer, solicitation or invitation to subscribe for the New Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. No action has been or will be taken under the requirements of the legislation or regulations of, or of the legal or regulatory authorities of, any jurisdiction, except for the lodgement and/or registration of this Prospectus in Singapore in order to permit a public offering of the New Shares and the public distribution of this Prospectus in Singapore. The distribution of this Prospectus and the offering of the New Shares in certain jurisdictions may be restricted by the relevant laws in such jurisdictions. Persons who may come into possession of this Prospectus are required by us, the Manager, the Underwriter and the Placement Agent to inform themselves about, and to observe and comply with, any such restrictions at their own expense and without liability to us, the Manager, the Underwriter and the Placement Agent. 14

17 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS All statements contained in this Prospectus, statements made in press releases and oral statements that may be made by us or our Directors, Executive Officers or employees acting on our behalf, that are not statements of historical fact, constitute forward-looking statements. You can identify some of these statements by forward-looking terms such as expects, believes, plans, intends, estimates, anticipates, may, will, would and could or similar words. However, you should note that these words are not the exclusive means of identifying forward-looking statements. All statements regarding our expected financial position, business strategy, plans and prospects are forward-looking statements. These forward-looking statements, including statements as to:- (a) (b) (c) (d) (e) our revenue and profitability; expected growth in demand; expected industry trends; anticipated expansion plans; and other matters discussed in this Prospectus regarding matters that are not historical facts, are only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forwardlooking statements. These risks, uncertainties and other factors include, among others:- (a) (b) (c) (d) (e) (f) (g) (h) changes in political, social and economic conditions and the regulatory environment in Singapore and other countries in which we conduct business; changes in currency exchange rates; our anticipated growth strategies and expected internal growth; changes in the availability and prices of materials; changes in customer demand; changes in competitive conditions and our ability to compete under these conditions; changes in our future capital needs and the availability of financing and capital to fund these needs; and other factors beyond our control. These factors are discussed in greater detail in the Prospectus, in particular, but not limited to the discussions in the sections Risk Factors and Management s Discussion and Analysis of Results of Operations and Financial Condition. All forward-looking statements by or attributable to us or our Directors, our Executive Officers or our employees acting on our behalf, or persons acting on our behalf, contained in this Prospectus are expressly qualified in their entirety by such factors. These forwardlooking statements are applicable only as of the date of this Prospectus. Given the risks and uncertainties that may cause our actual future results, performance or achievements to be materially different from that expected, expressed or implied by the forward-looking statements in this Prospectus, we advise you not to place undue reliance on those statements. Neither we, the Manager, the Underwriter and the Placement Agent nor any other person represents or warrants to you that our actual future results, performance or achievements will be as discussed in those statements. 15

18 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Our actual future results may differ materially from those anticipated in these forward-looking statements as a result of the risks faced by us. We, the Manager, the Underwriter and the Placement Agent disclaim any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances for any reason, even if new information becomes available or other events occur in the future. We are, however, subject to the provisions of the SFA and the Listing Manual regarding corporate disclosure. In particular, pursuant to Section 241 of the SFA, if after this Prospectus is registered but before the close of the Invitation, we become aware of (a) a false or misleading statement or matter in this Prospectus; (b) an omission from this Prospectus of any information that should have been included in it under Section 243 of the SFA; or (c) a new circumstance that has arisen since this Prospectus was lodged with the Authority and would have been required by Section 243 of the SFA to be included in this Prospectus, if it had arisen before this Prospectus was lodged and that is materially adverse from the point of view of an investor, we may lodge a supplementary or replacement prospectus with the Authority. 16

19 DETAILS OF THE INVITATION LISTING ON THE SGX-SESDAQ We have applied to the SGX-ST for permission to deal in, and for quotation of, all our Shares already issued as well as the New Shares. Such permission will be granted when we have been admitted to the Official List of the SGX-SESDAQ. Acceptance of applications will be conditional upon, inter alia, the SGX-ST granting permission to deal in, and for quotation of, all of our existing issued Shares and the New Shares. If such permission is not granted for any reason, monies paid in respect of any application accepted will be returned to you at your own risk, without interest or any share of revenue or other benefit arising therefrom, and you will not have any claims whatsoever against us, the Manager, the Underwriter or the Placement Agent. No Shares shall be allotted and/or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority. The SGX-ST assumes no responsibility for the correctness of any statements made, reports contained or opinions expressed in this Prospectus. Admission to the Official List of the SGX-SESDAQ is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our Shares or the New Shares. A copy of this Prospectus has been lodged with and registered by the Authority. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the SFA, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of our Shares or the New Shares, as the case may be, being offered or in respect of which an invitation is made, for investment. We are subject to the provisions of the SFA and the Listing Manual regarding corporate disclosure. In particular, pursuant to Section 241 of the SFA, if after this Prospectus is registered but before the close of the Invitation we become aware of (a) a false or misleading statement or matter in this Prospectus, (b) an omission from this Prospectus of any information that should have been included in it under Section 243 of the SFA, or (c) a new circumstance that has arisen since this Prospectus was lodged with the Authority and would have been required by Section 243 of the SFA to be included in this Prospectus, if it had arisen before this Prospectus was lodged and that is materially adverse from the point of view of an investor, our Company may lodge a supplementary or replacement prospectus with the Authority. Where prior to the lodgement of the supplementary or replacement prospectus, applications have been made under this Prospectus to subscribe for the New Shares and: (a) where the New Shares have not been issued to the applicants, our Company shall either: (i) (ii) within seven days from the date of lodgement of the supplementary or replacement prospectus, give the applicants the supplementary or replacement prospectus, as the case may be, and provide the applicants with an option to withdraw their applications; or treat your applications as withdrawn and cancelled, in which case your applications shall be deemed to have been withdrawn and cancelled, and our Company shall, within seven days from the date of lodgement of the supplementary or replacement prospectus, return all monies paid in respect of any application to the applicants, without interest or any share of revenue or other benefit arising therefrom and at their own risk, and the applicants will not have any claim against our Company, the Manager, the Underwriter and the Placement Agent; or (b) where the New Shares have been issued to the applicants, our Company shall either: (i) within seven days from the date of lodgement of the supplementary or replacement prospectus, give the applicants the supplementary or replacement prospectus, as the case may be, and provide the applicants with an option to return to us the New Shares, which they do not wish to retain title in; or 17

20 DETAILS OF THE INVITATION (ii) treat the issue of the New Shares as void, in which case the issue shall be deemed void and our Company shall, within seven days from the date of lodgement of the supplementary or replacement prospectus, return all monies paid in respect of any application to the applicants, without interest or any share of revenue or other benefit arising therefrom and at their own risk, and the applicants will not have any claim against our Company, the Manager, the Underwriter or the Placement Agent. An applicant who wishes to exercise his option under paragraph (a)(i) to withdraw his application shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify our Company of this, whereupon our Company shall, within seven days from the receipt of such notification, pay to him all monies paid by him on account of his application for those Shares without interest or any share of revenue or other benefit arising therefrom and at his own risk, and he will not have any claim against our Company, the Manager, the Underwriter or the Placement Agent. An applicant who wishes to exercise his option under paragraph (b)(i) to return the New Shares issued to him shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify our Company of this and return all documents, if any, purporting to be evidence of title to those New Shares to our Company, whereupon our Company shall, within seven days from the receipt of such notification and documents, if any, pay to him all monies paid by him for those Shares, without interest or any share of revenue or other benefit arising therefrom and at his own risk, and the issue of those Shares shall be deemed to be void, and he will not have any claim against our Company, the Manager, the Underwriter or the Placement Agent. Under the SFA, the Authority may, in certain circumstances issue a stop order (the Stop Order ) to our Company, directing that no Shares or no further Shares to which this Prospectus relates, be allotted or issued. Such circumstances will include a situation where this Prospectus (i) contains any statement or matter which, in the Authority s opinion, is false or misleading, (ii) omits any information that should have been included in it under the SFA, or (iii) does not, in the Authority s opinion, comply with the requirements of the SFA. In the event that the Authority issues a Stop Order and applications to subscribe for the New Shares have been made prior to the Stop Order, then:- (a) (b) where the New Shares have not been issued to the applicants, the applications for the New Shares shall be deemed to have been withdrawn and cancelled and we shall, within 14 days from the date of the Stop Order, pay to the applicants all monies the applicants have paid on account of their applications for the New Shares, without interest or any share of revenue or other benefit arising therefrom and at the applicant s own risk, and applicants will not have any claim against our Company, the Manager, the Underwriter or the Placement Agent; or where the New Shares have been issued to the applicants, the issue of the New Shares shall be deemed to be void and we shall, within 14 days from the date of the Stop Order, pay to the applicants all monies paid by them for the New Shares, without interest or any share of revenue or other benefit arising therefrom and at the applicant s own risk, and applicants will not have any claim against our Company, the Manager, the Underwriter or the Placement Agent. This Prospectus has been seen and approved by our Directors and they individually and collectively accept full responsibility for the accuracy of the information given in this Prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, (i) the facts stated and opinions expressed in this Prospectus are fair and accurate in all material respects as at the date of this Prospectus, (ii) there are no material facts the omission of which would make any statement in this Prospectus misleading, and (iii) this Prospectus constitutes a full and true disclosure of all material facts about the Invitation and our Group. 18

21 DETAILS OF THE INVITATION Neither our Company, the Manager, the Underwriter, the Placement Agent or any parties involved in the Invitation is making any representation to any person regarding the legality of an investment in our Shares by such person under any investment or any other laws or regulations. No information in this Prospectus should be considered as being business, legal or tax advice regarding an investment in our Shares. Each prospective investor should consult his own legal, financial, tax or other professional adviser regarding an investment in our Shares. No person has been or is authorised to give any information or to make any representation not contained in this Prospectus in connection with the Invitation and, if given or made, such information or representation must not be relied upon as having been authorised by our Company, the Manager, the Underwriter or the Placement Agent. Neither the delivery of this Prospectus and the Application Forms nor the Invitation shall, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change in the affairs of our Company or our subsidiaries or in any statement of fact or information contained in this Prospectus since the date of this Prospectus. Where such changes occur, we will comply with the relevant provisions of the SFA and make an announcement of the same to the SGX-ST and, if required, lodge a supplementary or replacement prospectus pursuant to the SFA. All applicants should take note of any such announcement, or supplementary or replacement prospectus and, upon the release of such an announcement, or supplementary or replacement prospectus, shall be deemed to have notice of such changes. Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon as, a promise or representation as to the future performance or policies of our Company or our subsidiaries. This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied upon by any persons other than the applicants in connection with their application for the New Shares or for any other purpose. This Prospectus does not constitute an offer, solicitation or invitation to subscribe for the New Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to any person to whom it is unlawful to make such an offer, solicitation or invitation. Copies of this Prospectus and the Application Forms and envelopes may be obtained on request, subject to availability, during office hours from:- Phillip Securities Pte Ltd 250 North Bridge Road #06-00 Raffles City Tower Singapore and where available, from members of the Association of Banks in Singapore, members of the SGX-ST and merchant banks in Singapore. A copy of this Prospectus is also available on:- (a) (b) the SGX-ST website at and the Authority s website at The Application List will open at a.m. on 14 May 2007 and will remain open until noon on the same day or for such further period or periods as our Directors may, in consultation with the Manager, in their absolute discretion, decide, subject to any limitation under all applicable laws PROVIDED ALWAYS THAT where a supplementary or replacement prospectus has been lodged with the Authority, the Application List shall be kept open for at least 14 days after the lodgement of the supplementary or replacement prospectus. Details of the procedures for applications to subscribe for the New Shares are set out in Appendix E of this Prospectus. 19

22 DETAILS OF THE INVITATION INDICATIVE TIMETABLE FOR LISTING An indicative timetable for the Invitation and trading in our Shares is set out below for your reference:- Indicative time/date Event noon on 14 May 2007 Close of Application List 15 May 2007 Balloting of applications, if necessary (in the event of oversubscription for the Offer Shares) 9.00 a.m. on 16 May 2007 Commence trading on a ready basis 21 May 2007 Settlement date for trades done on a ready basis on 16 May 2007 The above timetable is only indicative as it assumes that the date of closing of the Application List will be 14 May 2007, the date of admission of our Company to the Official List of the SGX-SESDAQ will be 16 May 2007, the shareholding spread requirement will be complied with and the New Shares will be issued and fully paid-up prior to 16 May The actual date on which our Shares will commence trading on a when issued basis will be announced when it is confirmed by the SGX-ST. The above timetable and procedures may be subject to such modification as the SGX-ST may, in its absolute discretion, decide, including the decision to permit trading on a when issued basis and the commencement date of such trading. All persons trading in our Shares on a when issued basis do so at their own risk. In particular, persons trading in our Shares before their Securities Accounts with CDP are credited with the relevant number of Shares do so at the risk of selling Shares which neither they nor their nominees, as the case may be, have been allotted with or are otherwise beneficially entitled to. Such persons are also exposed to the risk of having to cover their net sell positions earlier if when issued trading ends sooner than the indicative date shown above. Persons who have net sell positions traded on a when issued basis should close their positions on or before the first day of ready basis trading. The Invitation will be open from 8 May 2007, 9.00 a.m. to 14 May 2007, noon. Investors should consult the SGX-ST s announcement on the ready trading date on the Internet (at the SGX-ST s website or the newspapers, or check with their brokers on the date on which trading on a ready basis will commence. In the event of any changes in the closure of the Application List or the time period during which the Invitation is open, we will publicly announce the same:- (i) (ii) through a SGXNET announcement to be posted on the internet at the SGX-ST s website at and in a local English newspaper. We will provide details of the results of the Invitation (including the level of subscription for the New Shares and the basis of allocation of the New Shares pursuant to the Invitation), as soon as it is practicable after the closure of the Application List through the channels described in (i) and (ii) above. 20