(Company Registration No.: E) (Incorporated in the Republic of Singapore on 20 May 2009)

Transcription

1 PROSPECTUS DATED 10 DECEMBER 2009 (REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE ON 10 DECEMBER 2009) 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 made an application to the Singapore Exchange Securities Trading Limited (the SGX-ST ) for permission to deal in, and for quotation of, all the ordinary shares (the Shares ) in the capital of Hock Lian Seng Holdings Limited (the Company ) already issued and the new shares (the New Shares ) which are the subject of this Invitation (as defined herein), the new Shares which may be issued upon the exercise of the options to be granted under the HLS Employee Share Option Scheme (the Scheme Shares ) and the new Shares which may be issued under the HLS Performance Share Plan (the Plan Shares ). Such permission will be granted when we have been admitted to the Official List of the SGX-ST. The dealing in, and quotation of, our Shares will be in Singapore dollars. Acceptance of applications will be conditional upon, inter alia, permission being granted by the SGX-ST to deal in, and for quotation of, all the existing issued Shares, the New Shares, the Scheme Shares and the Plan Shares. If the completion of the Invitation does not occur because the SGX-ST s permission is not granted or for any other reasons, 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 against us or the Issue Manager, Underwriter and Placement Agent (as defined in this Prospectus). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our Shares, the New Shares, the Scheme Shares or the Plan Shares. A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the Authority ). The Authority assumes no responsibility for the contents of 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, the New Shares, the Scheme Shares or the Plan 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. INVESTING IN OUR SHARES INVOLVES RISKS WHICH ARE DESCRIBED IN THE SECTION ENTITLED RISK FACTORS OF THIS PROSPECTUS. No Shares will be allotted on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority. Hock Lian Seng Holdings Limited (Company Registration No.: E) (Incorporated in the Republic of Singapore on 20 May 2009) Invitation in respect of 110,000,000 New Shares comprising: (a) 2,200,000 Offer Shares at $0.25 for each Offer Share by way of public offer; and (b) 107,800,000 Placement Shares by way of placement, comprising: (i) 100,300,000 Placement Shares at $0.25 for each Placement Share; and (ii) 7,500,000 Reserved Shares at $0.25 for each Reserved Share reserved for our directors, employees, business associates and those who have contributed to the success of our Group, payable in full on application. Issue Manager, Underwriter and Placement Agent

2 Business Overview CIVIL ENGINEERING SEGMENT Since our establishment in 1969, we have undertaken and completed a wide range of civil engineering projects for both the public and private sectors in Singapore. We carry out civil engineering works for bridges, expressways, tunnels, Mass Rapid Transit ( MRT ), port facilities, water and sewage facilities and other infrastructure works. A number of our projects have been conferred Construction Excellence awards and are recognised landmarks in Singapore. Our past projects include: Changi Airport Terminal 3 Project Jurong River Bridge Project Kim Chuan Depot Project Sungei Serangoon Bridge Project Telok Blangah Expressway Project Toh Guan Road Extension Project We are a Grade A1 contractor (the highest grade) in the Building and Construction Authority of Singapore s ( BCA ) Civil Engineering (CW02) Category, which allows us to tender for Singapore public sector civil engineering construction works of unlimited contract value. Our major customers include government and government-related bodies of Singapore, such as the Land Transport Authority of Singapore, the Housing & Development Board ( HDB ), PSA Singapore Terminals (formerly, Port of Singapore Authority) and the Civil Aviation Authority of Singapore. Our current projects include: Approximate Contract Value Expected Completion Bartley Road Extension Project $51.6 million 2009 Marina Bay Project $348.4 million 2011 Marina Coastal Expressway Project $305.0 million 2013 Jalan Gali Batu Depot Project (1) $410.7 million 2015 (1) This Project is undertaken by the GS HLS JV. BUILDING MATERIALS SEGMENT We procure and sell building materials, namely, concreting sand and aggregates, for building and construction purposes, mainly for Singapore public sector contracts. We are a Grade L6 contractor (the highest grade) in the BCA s Basic Building Materials (SY01) Category, which allows us to tender for Singapore public sector contracts from HDB for the supply of basic building materials of unlimited value. From January 2007 to 31 October 2009, we have successfully secured five contracts from HDB for the supply of concreting sand and aggregates with a combined contract value of approximately $86.1 million. Our major customer is the HDB, a government-related body of Singapore.

3 Our Competitive Strengths Established track record of more than 40 years Recognised for quality, reliability and safety Successfully competes against local and established international competitors Grade A1 contractor in BCA Civil Engineering (CW02) Category Awards include Construction Excellence awards by BCA for various projects Capability to carry out a wide range of civil engineering works Completed a wide range of projects of differing scales and complexities Bridges, expressways, tunnels, MRT, port facilities, water & sewage facilities, aircraft parking aprons and other infrastructure works Ability to leverage on experience and good track record to win new contracts and further contracts of similar type Strong financial position Strong financial position enables us to secure large scale projects in Singapore with contract values in excess of $200 million each As at 30 June 2009, current ratio of 1.2 times and cash balance of $106.9 million. Experienced and committed management team Founder, Executive Chairman and CEO, Chua Leong Hai, has more than 40 years of experience in the civil engineering industry Supported by an experienced team of Executive Directors and Executive Officers Financial Highlights REVENUE BY SEGMENT (FY2008) (S$ m) 250 (S$ m) % 17.7% Civil Engineering Building Materials ORDER BOOKS (AS AT 31 OCTOBER 2009) Civil Engineering $629.4 million Building Materials $3.2 million Total $632.6 million FY06 FY07 FY08 HY08 HY09 FY06 FY07 FY08 HY08 HY09 Revenue Net Profit

4 Prospects CIVIL ENGINEERING SEGMENT BCA has projected public sector construction demand to be around $15 - $17 billion per year in 2010 and In addition to the $4.4 billion for infrastructure spending, as announced in the January 2009 stimulus package Further development of Singapore s MRT system Singapore Government plans to double existing MRT network by 2020 Total value of these new MRT projects estimated to be $20 billion BUILDING MATERIALS SEGMENT The BCA Construction Demand Forecast Model has projected the average value of annual construction demand at between $20 billion - $27 billion in 2010 and 2011 With forecast of construction demand for the next few years to remain on the higher end of the last 15 years, the outlook for supply of sand and aggregates is expected to remain positive Improvement to Singapore s road and public transport infrastructure Singapore Government is expected to spend approximately $4.2 billion in 2009 on road and public transport infrastructure New or extended expressways includes North-South Expressway and New Sentosa Gateway Tunnel Other public projects Drainage and sewerage networks projects and public housing estate rejuvenation Future Plans Focus on larger-scale civil engineering projects in Singapore To generate higher profitability and further raise our business profile Acquisition of premises for central workshop To be used for maintenance works and storage for construction materials, equipment and machinery reduce storage leasing costs, increase efficiency and enhance security of materials Acquisition of construction equipment and machinery to support project requirements To increase efficiency and productivity as well as reduce costs of leasing from third parties Explore acquisitions, joint ventures and/or strategic alliances to expand businesses To provide access to new markets, prospective clients and new businesses

5 CONTENTS CORPORATE INFORMATION... 5 DEFINITIONS... 7 GLOSSARY OF TECHNICAL TERMS GLOSSARY OF PROJECTS SELLING RESTRICTIONS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS DETAILS OF THE INVITATION LISTING ON THE SGX-ST INDICATIVE TIMETABLE FOR LISTING PROSPECTUS SUMMARY BUSINESS OVERVIEW COMPETITIVE STRENGTHS BUSINESS STRATEGIES AND FUTURE PLANS OUR FINANCIAL INFORMATION THE INVITATION PLAN OF DISTRIBUTION USE OF PROCEEDS AND LISTING EXPENSES RISK FACTORS INVITATION STATISTICS DILUTION CAPITALISATION AND INDEBTEDNESS DIVIDEND POLICY SELECTED COMBINED FINANCIAL INFORMATION Page MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW REVIEW OF RESULTS OF OPERATIONS REVIEW OF FINANCIAL POSITION LIQUIDITY AND CAPITAL RESOURCES CAPITAL EXPENDITURE, DIVESTMENTS AND CAPITAL COMMITMENTS SEASONALITY

6 Page CHANGES TO ACCOUNTING POLICIES POSSIBLE IMPACT ON OUR FUTURE FINANCIAL RESULTS AND POSITION SHARE CAPITAL RESTRUCTURING EXERCISE GROUP STRUCTURE OWNERSHIP STRUCTURE MORATORIUM BUSINESS OUR CORPORATE HISTORY AWARDS AND CERTIFICATES BUSINESS OVERVIEW OUR PROJECTS OUR BUSINESS PROCESS QUALITY ASSURANCE SAFETY POLICY BUSINESS DEVELOPMENT PRODUCTION FACILITY RESEARCH AND DEVELOPMENT MAJOR CUSTOMERS MAJOR SUB-CONTRACTORS AND SUPPLIERS INVENTORY MANAGEMENT CREDIT MANAGEMENT STAFF TRAINING INTELLECTUAL PROPERTY PROPERTIES AND FIXED ASSETS INVESTMENT SECURITIES INSURANCE COMPETITION COMPETITIVE STRENGTHS PROSPECTS TREND INFORMATION ORDER BOOKS BUSINESS STRATEGIES AND FUTURE PLANS GOVERNMENT REGULATIONS EXCHANGE CONTROLS

7 Page INTERESTED PERSON TRANSACTIONS INTERESTED PERSON TRANSACTIONS PAST INTERESTED PERSON TRANSACTIONS PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS POTENTIAL CONFLICTS OF INTERESTS DIRECTORS, MANAGEMENT AND STAFF DIRECTORS EXECUTIVE OFFICERS MANAGEMENT REPORTING STRUCTURE EMPLOYEES REMUNERATION OF DIRECTORS, EXECUTIVE OFFICERS AND RELATED EMPLOYEES RELATED EMPLOYEES SERVICE AGREEMENTS BOARD PRACTICES CORPORATE GOVERNANCE HLS SHARE-BASED INCENTIVES CLEARANCE AND SETTLEMENT GENERAL AND STATUTORY INFORMATION APPENDIX A REPORT ON AUDITED COMBINED FINANCIAL STATEMENTS OF HOCK LIAN SENG HOLDINGS LIMITED AND ITS SUBSIDIARY COMPANIES FOR FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND A-1 APPENDIX B REPORT ON AUDITED INTERIM COMBINED FINANCIAL STATEMENTS OF HOCK LIAN SENG HOLDINGS LIMITED AND ITS SUBSIDIARY COMPANIES FOR THE FINANCIAL PERIOD FROM 1 JANUARY 2009 TO 30 JUNE B-1 APPENDIX C DESCRIPTION OF OUR SHARES... C-1 APPENDIX D TAXATION... D-1 APPENDIX E MEMORANDUM AND ARTICLES OF ASSOCIATION... E-1 3

8 Page APPENDIX F RULES OF THE HLS EMPLOYEE SHARE OPTION SCHEME... F-1 APPENDIX G RULES OF THE HLS PERFORMANCE SHARE PLAN... G-1 APPENDIX H TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE... H-1 4

9 CORPORATE INFORMATION Board of Directors : Chua Leong Hai (Executive Chairman and Chief Executive Officer) Lim Peng Kiat (Executive Director and Group General Manager) Chua Hua Hong (Executive Director) Chua Aik Khoon (Executive Director) Cheang You Kong (Executive Director) Koh Lian Huat (Lead Independent Director) Khor Poh Hwa (Independent Director) Lau Teik Soon (Independent Director) Company Secretary : Seah Hai Yang, FCPA Registered Office : 80 Marine Parade Road #21-08 Parkway Parade Singapore Share Registrar : B.A.C.S. Private Limited 63 Cantonment Road Singapore Issue Manager, Underwriter : United Overseas Bank Limited and Placement Agent 80 Raffles Place UOB Plaza Singapore Reporting Accountants and : Ernst & Young LLP Auditors Certified Public Accountants One Raffles Quay North Tower, Level 18 Singapore Solicitors to the Invitation and : Drew & Napier LLC Legal Advisers to our 20 Raffles Place #17-00 Company on Singapore Law Ocean Towers Singapore Solicitors to the Issue Manager, : Harry Elias Partnership Underwriter and Placement SGX Centre 2, #17-01 Agent 4 Shenton Way Singapore Principal Bankers : United Overseas Bank Limited 80 Raffles Place UOB Plaza Singapore (Partner-in-charge: Tan Chian Khong, Certified Public Accountant, a member of the Institute of Certified Public Accountants of Singapore) Oversea-Chinese Banking Corporation Limited 65 Chulia Street OCBC Centre Singapore

10 Receiving Bank : United Overseas Bank Limited 80 Raffles Place UOB Plaza Singapore

11 DEFINITIONS In this Prospectus and the accompanying Application Forms and in relation to Electronic Applications, the instructions appearing on the screens of ATMs and the IB websites of the relevant Participatory Banks, the following definitions apply where the context so admits: Group Companies Company or HLS Holdings : Hock Lian Seng Holdings Limited Group : Our Company, HLS Infrastructure and HLS Contractors following the completion of the Restructuring Exercise, treated for the purpose of this Prospectus as if the group structure had been in existence since 1 January 2006 HLS Contractors : Hock Lian Seng Contractors Pte Ltd, our wholly-owned subsidiary HLS Infrastructure : Hock Lian Seng Infrastructure Pte. Ltd., our wholly-owned subsidiary Other Corporations and Agencies ACRA : The Accounting and Corporate Regulatory Authority of Singapore Authority : The Monetary Authority of Singapore BCA : Building and Construction Authority of Singapore (formerly known as CIDB) CAAS : Civil Aviation Authority of Singapore CDP : The Central Depository (Pte) Limited CIDB : Construction Industry Development Board (now known as BCA) CPF : The Central Provident Fund CPG : CPG Corporation Limited (formerly known as PWD) CPIB : Corrupt Practices Investigation Bureau Dwi Indonesia : P.T. Dwi Rejeki Jaya Indonesia, a limited liability company duly organised and existing under the laws of Indonesia DORTS : Department of Rapid Transit System in Taiwan EDPOD : East District Project Office Department of Rapid Transit Systems, Taipei Municipal Government, Taiwan GS HLS JV : GS Engineering & Construction Hock Lian Seng Infrastructure Joint Venture, a joint venture partnership between GS Engineering & Construction Corporation of Korea and HLS Infrastructure HDB : Housing and Development Board of Singapore HLS International : Hock Lian Seng (International) Pte. Ltd., a wholly owned subsidiary of HLS Investment HLS Investment : Hock Lian Seng Investment Pte. Ltd. 7

12 HLS Taiwan : Hock Lian Seng Infrastructure Pte. Limited, Taiwan branch (ceased operation on 3 March 2009) ISO : International Organisation for Standardisation LTA : Land Transport Authority of Singapore MEWR : Ministry of the Environment and Water Resources of Singapore (formerly known as the Ministry of the Environment of Singapore) MOM : Ministry of Manpower of Singapore MPA : Maritime and Port Authority of Singapore Participating Banks : United Overseas Bank Limited including its subsidiary, Far Eastern Bank Limited (collectively the UOB Group ); DBS Bank Ltd. (including POSB) ( DBS ) and Oversea-Chinese Banking Corporation Limited ( OCBC ) PSA : PSA Singapore Terminals (formerly, Port of Singapore Authority) PUB : Public Utilities Board of Singapore PWD Public Works Department of Singapore (now known as CPG) RSEA : RSEA International Pte Ltd, Singapore subsidiary of Ret Ser Engineering Agency (now known as RSEA Engineering Corp.), a major Taiwan-based engineering group SMRT : SMRT Corporation Ltd. OPEC : Organization of Petroleum Exporting Countries SC : Singapore Customs SCCS : Securities Clearing & Computer Services (Pte) Ltd. SGX-ST : Singapore Exchange Securities Trading Limited Share Registrar : B.A.C.S Private Limited UOB, Issue Manager, : United Overseas Bank Limited Placement Agent, Underwriter or Receiving Banker MRT Lines in Singapore Circle Line : MRT line (partially completed) which, when completed, will serve the central and southern part of Singapore and will interchange with the East-West Line, North-South Line and North-East Line Downtown Line : MRT line under construction which, when completed, will serve the CBD, Marina Bay area, north-western and eastern areas of Singapore Eastern Region Line : Future MRT line which, when completed, will serve the residential estates of Tanjong Rhu, Marine Parade, Siglap, Bedok South and Upper East Coast and linking these estates to Changi in the east of Singapore 8

13 East-West Line : MRT line currently running from Changi Airport Station and Pasir Ris Station in the east to Joo Koon Station in the west of Singapore North-East Line : MRT line currently running from Harbourfront Station in the southwest to Punggol in the northeast of Singapore North-South Line : MRT line currently running from Marina Bay Station in the south to Woodlands Station in the north of Singapore Thomson Line : Future MRT line which, when completed, will run from the CBD through the central part of Singapore and ending at Woodlands, connecting estates such as Sin Ming, Kebun Baru, Thomson and Kim Seng General Application Forms : The official 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 or Articles of : The articles of association of our Company Association 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 interest-holder 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); or a trustee of any trust of which the individual or any member of the individual s immediate family is a beneficiary; or where the trust is a discretionary trust, is 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 9

14 ATM : Automated teller machines of a Participating Bank ATM Application : An application for Offer Shares made through an ATM in accordance with the terms and conditions of this Prospectus Audit Committee : The audit committee of our Company as at the date of this Prospectus Awards : The awards to be granted under the Plan Basic Building Materials (SY01) : The BCA workhead classification for the supply of basic building Category materials such as granite, bricks, cement, sand, timber, readymixed concrete and reinforcement bars. Board or Board of Directors : The board of Directors of our Company as at the date of this Prospectus Building Materials Segment : The business division of our Group that carries out procurement and sale of building materials as set out in this Prospectus CBD : Central Business District CEO : The Chief Executive Officer of our Group as at the date of this Prospectus CFO : The Chief Financial Officer of our Group as at the date of this Prospectus Chua Family Members : Chua Leong Hai, Eng Ah Goh, Chua Aik Khoon, Chua Siok Hong, Chua Siok Peng and Chua Siok Kheng collectively and Chua Family Member refers to any of them individually Chua Leong Hai : Chua Leong Chua Leang Hai Civil Engineering Segment : The business division of our Group that carries out civil engineering works (including infrastructure construction works) as set out in this Prospectus Civil Engineering (CW02) : The BCA workhead classification for the following: Category (a) works involving concrete, masonry and steel in bridges, sewers, culverts, reservoirs, retaining walls, canals, drainage systems, underground structures, cutting and filling of embankment, river banks, excavation of deep trenches, scraping of sub-soil, surface drainage works, flexible pavement, rigid pavement or laterite roads, bus bays, open carparks and related works such as kerbs and footways; and/or (b) (c) works involving dredging in canal, river and offshore for the purpose of deepening and extraction of mineral or construction material. It also includes reclamation works; and/or works involving marine piling and the construction of marine structures such as jetties, wharves, sea and river walls. The workhead does not cover the construction and fabrication of marine crafts, pontoons and oilrigs or any floating platform 10

15 Companies Act : The Companies Act (Chapter 50) of Singapore, as amended, supplemented or modified from time to time Controlling Shareholder : In relation to a corporation, means a person who: (a) (b) holds directly or indirectly interest in the voting shares of the corporation and where the total votes attached to such shares are 15% or more of the aggregate of the votes attached to all the voting shares in the corporation; or in fact exercises control over the corporation Directors : The Directors of our Company as at the date of this Prospectus Electronic Applications : Applications for the Offer Shares made through an ATM or through Internet Banking websites (as the case may be) of one of the Participating Banks in accordance with the terms and conditions of this Prospectus EPS : Earnings per Share Executive Directors : The executive Directors of our Company as at the date of this Prospectus Executive Officers : The executive officers of our Group as at the date of this Prospectus, who are also key executives as defined under the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 FRS : Financial Reporting Standards FWL : Foreign worker s levy which is a levy imposed by the Singapore Government on the employer of foreign workers FY : Financial year ended or, as the case may be, ending 31 December General Building (CW01) : The BCA workhead classification for all types of building works in Category connection with any structure, being built or to be built, for the support, shelter and enclosure of persons, animals, chattels or movable property of any kind, requiring in its construction the use of more than two unrelated building trades and crafts. GST : Goods and services tax H1N1 : The flu pandemic caused by the Influenza A (H1N1) virus HY : Financial period for the 6 months ended or, as the case may be, ending 30 June IB : Internet banking IB Application : An application for Offer Shares made through an IB website in accordance with the terms and conditions of this Prospectus IB website : An IB website of a Participating Bank Independent Director : An independent non-executive Director of our Company as at the date of this Prospectus 11

16 Invitation : Our invitation 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 : $0.25 for each New Share Latest Practicable Date : 31 October 2009, being the latest practicable date prior to the lodgement of this Prospectus with the Authority Listing Manual : The Listing Manual of the SGX-ST, as amended, supplemented or modified from time to time LRT : Light Rapid Transit, the localised train transport system acting as feeder service to the MRT network Market Day : A day on which the SGX-ST is open for trading in securities MARTS : Metropolitan Area Rapid Transit System, a high speed train transport system in Taiwan MRT : Mass Rapid Transit, a high speed train transport system in Singapore NAV : Net asset value New Shares : The 110,000,000 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 Non-executive Director : A non-executive Director of our Company as at the date of this Prospectus NTA : Net tangible assets Offer : The offer by our Company of the Offer Shares to the public in Singapore for subscription at the Issue Price, subject to and on the terms and conditions of this Prospectus Offer Shares : 2,200,000 of the New Shares which are the subject of the Offer Options : The share options to be granted under the Scheme PBT : Profit before taxation PER : Price earnings ratio Periods Under Review : The financial periods which comprise FY2006, FY2007, FY2008 and HY2009 Piling Works (CR08) Category : The BCA workhead classification for category for installation and testing of precast reinforced concrete or prestressed concrete piles, steel piles, bored cast-in-place piles, caissons and special types like micro-piles, barettes piles and composite piles, embedded retaining wall piles like diaphragm walls, contiguous bored piles or secant piles 12

17 Placement : The placement of the Placement Shares by the Placement Agent on behalf of our Company for subscription at the Issue Price, subject to and on the terms and conditions of this Prospectus Placement Shares : The 107,800,000 of the New Shares (including the Reserved Shares) which are the subject of the Placement Plan : The HLS Performance Share Plan Plan Shares : The Shares to be issued under the Plan PRC or China : People s Republic of China, for the purposes of this Prospectus and for geographical reference only, excludes Taiwan, Macau and Hong Kong Special Administrative Region Prospectus : This prospectus dated 10 December 2009 issued by our Company in respect of the Invitation Remuneration Committee : The remuneration committee of our Company as at the date of this Prospectus Report on Audited Combined : The Report on Audited Combined Financial Statements of Hock Financial Statements Lian Seng Holdings Limited and its Subsidiary Companies for the financial years ended 31 December 2006, 2007 and 2008 Report on Audited Interim : The Report on Audited Interim Combined Financial Statements of Combined Financial Statements Hock Lian Seng Holdings Limited and its Subsidiary Companies for the financial period from 1 January 2009 to 30 June 2009 Reserved Shares : The 7,500,000 Placement Shares reserved for our directors, employees, business associates and those who have contributed to the success of our Group Restructuring Exercise : The corporate restructuring exercise undertaken in connection with the Invitation as described in the section entitled Restructuring Exercise of this Prospectus Scheme : The HLS Employee Share Option Scheme Scheme Shares : The new Shares to be issued upon the exercise of the Options SARS : The Severe Acute Respiratory Syndrome Securities Account : The securities account maintained by a Depositor with CDP and does not include a securities sub-account Selected Employees Shares : The 4,000,000 Shares allocated by HLS Investment to Selected Employees of our Group, as described in the section entitled Restructuring Exercise of this Prospectus Selected Employees : The employees of our Group who were allocated Selected Employee Shares by HLS Investment, as described in the section entitled Restructuring Exercise of this Prospectus Service Agreements : The service agreements entered into between our Company and each of our founder, Executive Chairman and CEO, Chua Leong Hai and our Executive Director, Lim Peng Kiat, as described in the section entitled Service Agreements of this Prospectus 13

18 SFA or Securities & Futures : The Securities and Futures Act (Chapter 289) of Singapore, as Act amended, supplemented or modified from time to time SGXNET : The corporate announcement system maintained by the SGX-ST for the submission of announcements by listed companies Shares : Ordinary shares in the capital of our Company Share Consolidation : The consolidation of every 30 existing shares into 1 share Shareholders : Registered holders of Shares, where the registered holder is CDP, the term Shareholder shall, in relation to such Shares, mean the Depositors whose Securities Accounts are credited with Shares Share Split : The subdivision of every 1 share into 37 Shares Singapore Government : The government of the Republic of Singapore Substantial Shareholders : Persons who have an interest in the Shares, the nominal amount of which is not less than 5% of the total votes attached to all the voting shares of our Company Takeover Code : Singapore Code on Take-Overs and Mergers, as amended, supplemented or modified from time to time Currencies, Units and Others A$ : Australian dollars, the lawful currency of Australia % or per cent. : Per centum km : Kilometre m : Metre mm : Millimetre NT$ : New Taiwan Dollar, the lawful currency of Taiwan RMB : Chinese Renminbi, the lawful currency of China Rp : Indonesian Rupiah, the lawful currency of Indonesia sq ft : Square feet sq m : Square metre S$ or $ and cents : Singapore dollars and cents respectively, the lawful currency of Singapore US$ and US cents : United States dollars and cents respectively, the lawful currency of the United States of America The expressions Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Companies Act. 14

19 The term entity shall have the same meaning ascribed to it in Section 2 of the SFA, while the terms associated company, associated entity, controlling interest-holder, related corporation, related entity, subsidiary, subsidiary entity and substantial interest-holder shall have the same meanings ascribed to them respectively in Paragraph 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 reference in this Prospectus, the Application Forms and 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 Companies Act, the SFA or any statutory modification thereof and used in this Prospectus, the Application Forms and Electronic Applications shall, where applicable, have the meaning assigned to it under the Companies Act, the SFA or any statutory modification thereof, as the case may be. Any reference in this Prospectus, the Application Forms and Electronic Applications to Shares being allotted to an applicant includes allotment to CDP for the account of that applicant. Any reference to a time of day in this Prospectus shall be a reference to Singapore time unless otherwise stated. References in this Prospectus to the Group, we, our, and us 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. Certain names with Chinese characters have been translated into English names. Such translations which are provided solely for the convenience of investors, may not have been registered with the relevant PRC authorities and should not be construed as representations that the English names actually represent the Chinese characters. In case of any inconsistency between the English names and their respective official Chinese names, the Chinese names shall prevail. Any discrepancies in the tables included herein between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. The information in our website or any websites directly or indirectly linking to such websites does not form part of this Prospectus and should not be relied on. 15

20 GLOSSARY OF TECHNICAL TERMS The glossary contains explanations of certain technical terms and abbreviations used in this Prospectus in connection with our Group and our business. The terms and abbreviations and the assigned meanings may not correspond to standard industry meanings or common meanings and usage of these terms. aggregates : The general term for the crushed rock used in construction and are classified by set size categories, measured in inches or mm concreting sand : Sand used in the manufacture of concrete Contractors Registry : A listing of the names of construction companies that are registered with the BCA design and build : A project where one firm takes responsibility for both design and construction ISO 9000 : An international set of five related standards for qualification of global quality assurance and quality control standards ISO 9001 : A version of ISO 9000 for organisations that engage in research and development activities as well as production activities. This standard is used when conformance with specific requirements is to be assured by the supplier during several product stages including design and development, production, testing, inspection and servicing ISO : The international standard for environmental management systems, which standardises the elements that an environmental management system should contain OHSAS : An international occupational health and safety management system specification OHSAS A version of OHSAS developed to help an organisation to control occupational health and safety risks performance bond : A bond issued to guarantee performance of certain specified acts, such as the completion of construction of a project PQP : Project quality plan quantity survey : The preparation of cost estimates, quantities, pricing and quotation for a project ready-mixed concrete : Concrete mixed at a plant and delivered to the site in special transport vehicles re-bar : Steel bars that are used in reinforced concrete structures 16

21 GLOSSARY OF PROJECTS The following glossary contains a brief description of the existing projects undertaken and/or completed by the Group up to the Latest Practicable Date. Please refer to the section entitled Our Projects for more detailed description of these projects: Bartley Road Extension Project : Contract No. 3370B awarded by the LTA relating to a road extension project connecting Bartley Road to Airport Road Changi Airport Terminal : Contract No. EN/ADT3/2001/11 awarded by the CAAS relating to a 3 Project project involving the construction of aircraft parking aprons as well as other related works at Singapore Changi Airport Terminal 3 Jalan Gali Batu Depot Project : Contract No. 911 awarded by the LTA relating to a MRT depot project along Woodlands Road, stretching along the junction of Kranji Expressway to the opposite of Sungei Kadut Avenue Jurong River Bridge Project : Contract No. RR0002 awarded by the LTA relating to a bridge project spanning across Jurong River along Jalan Buroh Kim Chuan Depot Project : Contract No. 821 awarded by the LTA relating to a MRT depot project for the Circle Line at Kim Chuan Road Marina Bay Project : Contract No. 901 awarded by the LTA relating to a MRT station project at Marina Bay, for the Downtown Line Stage 1 Marina Coastal Expressway : Contract No. 481 awarded by the LTA relating to Marina Coastal Project Expressway, a road project linking between the Kallang-Paya Lebar Expressway, the East Coast Parkway Expressway and the Ayer Rajah Expressway with direct connection to the Marina South area Nankang Line Project : Contract awarded by the Taipei Municipal Government Office for the construction of the Nankang Line for the MARTS NEL Tunnelling Project : Contract No. 702 awarded by the LTA relating to a MRT project for the North-East Line requiring the construction of 2.5 km of tunnels and two underground stations Punggol Station Project : Contract No. 712 awarded by the LTA relating to a MRT station project for the Punggol Station on the North-East Line Sungei Serangoon Bridge : Contract No. ER158 awarded by the LTA relating to a bridge Project project spanning across Sungei Serangoon River connecting Buangkok Drive to Tampines Road Telok Blangah Expressway : Contract No awarded by the LTA relating to Telok Blangah Project Expressway, a road project linking Kampong Bahru Road to Henderson Road Toh Guan Road Extension : Contract No. RR0201 awarded by the LTA relating to Toh Guan Project Road Flyover, a road project extending Toh Guan Road to the Pan Island Expressway 17

22 SELLING RESTRICTIONS Singapore 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 requirements 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 our Company and the Issue Manager, Underwriter and Placement Agent, to inform themselves about, and to observe and comply with, any such restrictions at their own expense and without liability to our Company and the Issue Manager, Underwriter and Placement Agent. 18

23 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS All statements contained in this Prospectus, statements made in press releases and verbal 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 forward-looking statements by 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 exclusive means of identifying forward-looking statements. All statements regarding our expected financial position, business strategies, plans and prospects are forward-looking statements. These forward-looking statements, including without limitation, 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 expected, expressed or implied by these forward-looking statements. These risks, uncertainties and other factors include, among others: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) general global, regional and local political, social and economic conditions; regulatory developments and changes in our industry; our anticipated growth strategies and expected internal growth; changes in the availability and prices of raw materials, such as steel and concrete, and construction equipment which we require to operate our business; changes in our need for capital and the availability of financing and capital to fund these needs; changes in competitive conditions and our ability to compete under such conditions; changes in customers preference(s); changes in our future capital needs and the availability of financing and capital to fund such needs; the impact of H1N1, SARS or other outbreaks of contagious diseases; war or acts of international or domestic terrorism; occurrences of catastrophic events, natural disasters and acts of God that affect our business or property; other factors beyond our control; and other factors that are described under the section entitled Risk Factors of this Prospectus. Some of these risk factors are discussed in more detail under the section entitled Risk Factors of this Prospectus. 19

24 All forward-looking statements made by or attributable to us, or persons acting on our behalf contained in this Prospectus are expressly qualified in their entirety by such factors. Given the risks and uncertainties that may cause our actual future results, performance or achievements to be materially different from that expected, expressed or implied by the forward-looking statements in this Prospectus, undue reliance must not be placed on these statements which apply only as at the date of this Prospectus. Neither our Company, the Issue Manager, Underwriter and Placement Agent nor any other person represents or warrants that our Group s actual future results, performance or achievements will be as discussed in those statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of the risks faced by us. We and the Issue Manager, Underwriter and 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 the Prospectus is registered but before the close of the Invitation, our Company becomes aware of (a) a false or misleading statement or matter in the Prospectus; (b) an omission from the 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 the Prospectus was lodged with the Authority and would have been required by Section 243 of the SFA to be included in the Prospectus, if it had arisen before the 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. 20

25 DETAILS OF THE INVITATION LISTING ON THE SGX-ST We have applied to the SGX-ST for permission to deal in and for quotation of, all our Shares already issued, the New Shares, the Scheme Shares and the Plan Shares. Such permission will be granted when our Company has been admitted to the Official List of the SGX-ST. Acceptance of applications will be conditional upon, inter alia, permission being granted by the SGX-ST to deal in, and for quotation of, all our existing issued Shares, the New Shares, the Scheme Shares and the Plan Shares on the Official List of the SGX-ST. Monies paid in respect of any application accepted will be returned to you without interest or any share of revenue or other benefit arising therefrom and at your own risk, if the said permission is not granted or for any other reasons (including where the Authority issues a Stop Order (defined below)) and you will not have any claims whatsoever against us or the Issue Manager, Underwriter and Placement Agent. No Shares shall be allotted 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, opinions expressed or reports contained in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our Shares, the New Shares, the Scheme Shares or the Plan 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 existing issued Shares, the New Shares, the Scheme Shares or the Plan 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. We are subject to the provisions of the SFA and the Listing Manual regarding corporate disclosure. In particular, if after this Prospectus is registered but before the close of the Invitation, we become aware of: (a) (b) (c) a false or misleading statement or matter in the Prospectus; an omission from the Prospectus of any information that should have been included in it under Section 243 of the SFA; or a new circumstance that has arisen since the Prospectus was lodged with the Authority which would have been required by Section 243 of the SFA to be included in the Prospectus if it had arisen before this Prospectus was lodged, that is materially adverse from the point of view of an investor, we may lodge a supplementary or replacement prospectus with the Authority pursuant to Section 241 of the SFA. In the event that a supplementary or replacement prospectus is lodged with the Authority, the Invitation shall be kept open for at least 14 days after the lodgement of such supplementary or replacement prospectus. 21

26 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) (iii) within two days (excluding any Saturday, Sunday or public holiday) from the date of lodgement of the supplementary or replacement prospectus, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or replacement prospectus, as the case may be, and provide the applicants with an option to withdraw their applications and take all reasonable steps to make available within a reasonable period the supplementary or replacement prospectus, as the case may be, to the applicants if they have indicated that they wish to obtain, or have arranged to receive, a copy of the supplementary or replacement prospectus; within seven days from the date of lodgement of the supplementary or replacement prospectus, provide the applicants a copy of the supplementary or replacement prospectus, as the case may be, and provide the applicants with an option to withdraw their applications; or deem the applications as withdrawn or cancelled, in which case the 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 (without interest or any share of revenue or other benefit arising therefrom) at the applicant s own risk and the applicant will not have any claim whatsoever against us, our Directors and the Issue Manager, Underwriter and Placement Agent; or (b) where the New Shares have been issued to the applicants but trading has not commenced, our Company shall either: (i) (ii) (iii) within two days (excluding any Saturday, Sunday or public holiday) from the date of lodgement of the supplementary or replacement prospectus, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or replacement prospectus and provide the applicants with an option to return to our Company the New Shares which they do not wish to retain title in and take all reasonable steps to make available within a reasonable period the supplementary or replacement prospectus to the applicants if they have indicated that they wish to obtain, or have arranged to receive, a copy of the supplementary or replacement prospectus; within seven days from the date of lodgement of the supplementary or replacement prospectus, provide the applicants the supplementary or replacement prospectus, as the case may be, and provide the applicants with an option to return the New Shares which they do not wish to retain title in; or treat the issue of the New Shares as void, in which case the issue and/or sale 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, without interest or a share of revenue or benefit arising therefrom at the applicant s own risk and the applicant will not have any claims whatsoever against us, our Directors and the Issue Manager, Underwriter and Placement Agent. An applicant who wishes to exercise his option under paragraphs (a)(i) and (a)(ii) 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 New Shares without interest or a share of revenue or benefit arising therefrom and he will not have any claim against our Company, our Directors, and the Issue Manager, Underwriter and Placement Agent. 22