Eu Yan Sang IPO-F/A new

PROSPECTUS DATED 14 JULY 2000
Application has been made to the Singapore Exchange Securities Trading Limited
(the "SGX-ST") for permission to deal in and for quotation of all the ordinary shares
of $0.05 each ("Shares") in the capital of Eu Yan Sang International Ltd (the
"Company") already issued, the new Shares ("New Shares") which are the subject
of this Invitation and the Unissued Reserved Shares (as hereinafter defined). Such
permission will be granted when the Company has been admitted to the Official
List of the SGX-ST.
Acceptance of applications will be conditional upon permission being granted to
deal in and for quotation of all the issued Shares as well as the New Shares. Moneys
paid in respect of any application accepted will be returned, without interest or any
share of revenue or other benefit arising therefrom and at the applicant's risk, if the
said permission is not granted.
The SGX-ST assumes no responsibility for the correctness of any of the 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, the Company, its Subsidiaries, its Associated Companies, the New
Shares or the Shares.
A copy of this Prospectus, together with copies of the Application Forms, has been
lodged with and registered by the Registrar of Companies and Businesses in
Singapore who takes no responsibility for its contents.
EU YAN SANG INTERNATIONAL LTD
(Incorporated in the Republic of Singapore on 10 April 1993)
Invitation in respect of 71,500,000 New Shares comprising:-
(1) 7,200,000 Offer Shares at $0.35 for each Offer Share by way of public offer; and
(2) 64,300,000 Placement Shares by way of placement comprising:-
(i) 42,129,000 Placement Shares at $0.35 for each Placement Share;
(ii) 15,071,000 VIP Shares at $0.35 for each Share reserved for Singapore VIP Cardholders;
and
(iii) 7,100,000 Reserved Shares at $0.35 for each Share reserved for an independent
Director, management, staff and business associates of the Group,
payable in full on application.
Manager
Joint Lead Underwriters and Joint Lead Placement Agents
Overseas Union Bank Limited G. K. Goh Stockbrokers Pte Ltd
Co-Underwriter and Co-Placement Agent
J.M. Sassoon & Co. (Pte) Ltd.

A Tradition of Trust, Quality, Authenticity and Purity since 1879
Eu Yan Sang
Established since 1879 in Gopeng, Perak, Malaysia, today we are principally involved in the retail, wholesale
and manufacture of Traditional Chinese Medicine (TCM) products under our "Eu Yan Sang" brand name. We
also sell and manufacture ethical drugs in Hong Kong.
Currently offering more than 150 TCM products under our "Eu Yan Sang" brand name, we believe that we
are one of the leading TCM players in Asia who is both a TCM retailer and manufacturer. Our Group's
products are readily available in 52 retail stores across Hong Kong, Malaysia and Singapore and through
more than 2,000 wholesalers, drug store chains, medical halls and supermarkets. Customers worldwide
can now purchase our products through our cybershop at www.etcmherbs.com.
Our Group's two manufacturing facilities are located in Cheras, Kuala Lumpur, Malaysia and Chai Wan,
Hong Kong.
Competitive Strengths
Regional Presence
Managing a network of 52 branches in Hong Kong, Malaysia and Singapore, we have established ourselves
as a regional company with a prominent market presence in the major TCM markets.
Brand Recognition
Our "Eu Yan Sang" brand name has a 120-year history and recognition, particularly in Hong Kong, Singapore
and Malaysia. In addition to our current stable of proprietary products, we have diversified into a wide range
of health food and consumer healthcare products. By leveraging on our brand and offering higher quality
products, we are able to command a higher price for our products as compared with similar products of
competing brands.
Customers' Goodwill
Having served generations of customers in Asia throughout our 120-year history, our
customers' goodwill is our strength.
Professional Management
Managed by a team of professional managers who
instituted modern management practices and
reporting systems, we have successfully maintained
our market position during the recent regional
economic crisis with increased sales in our key
markets.
Extensive TCM Knowledge
Having been in the industry for over a century,
we have a wealth of knowledge in TCM products.

Product Offerings
Raw Herbs and Herbal Preparations
● Over 800 types of Chinese herbs and other medicinal products
● Principal ingredients in prescriptions by TCM practitioners
Chinese Proprietary Medicines (CPM)
● Manufacture more than 50 different types of powder, pill and capsule products under our “Eu Yan Sang”
brand name
● Include flagship products Bak Foong Pill (a “well woman” product) and Bo Ying Compound for infants
Packaged Food Products
● Packaged food products can be a mix of TCM and regular food products
● Include soups and other dietary supplements such as bottled birds' nest, chicken essence, herbal jellies,
herbal candies and ginseng wines
22.1
FY1996
Turnover (S$m)
42.0
FY1997
59.2
FY1998
64.2
FY1999
Financial Highlights
48.5
*FY2000
0.5
FY1996
Profit Before Tax (S$m)
5.6
FY1997
5.9
FY1998
* audited results for the 8 months ended 29 February 2000
5.1
FY1999
5.2
*FY2000

Future Plans
We are confident that demand and consumption patterns in our key markets will recover as economic conditions in
Asia improve. We intend to pursue the following growth strategies:
● Expand our presence in the People's Republic
of China by increasing distribution of our
products in that market
● Build a wider customer pool in existing and
new markets by developing new product lines
through:
- participation in joint research and development
(R&D) projects with established
research institutions
- alliances with R&D companies and strategic
product development partners
- development of new proprietary products
● Create greater and easier access to our
products through modern technology, publicity
and convenience including expanding the
online distribution of our products
● Expand our retail network by setting up new
outlets in existing markets and new markets
particularly in locations with large Chinese
populations in North America and Western
Europe
● Tap into the distribution network of international
distributors in Japan, Taiwan, the USA and
Western Europe
● Educate consumers on the benefits of TCM
through high quality content on the Internet,
traditional media, public forums and seminars
● Expand into healthcare services with the establishment of TCM clinics

Eu Yan Sang's Key Milestones
1879
Established first shop in Gopeng, Perak, Malaysia
Post World War II
Business divided into Eu Yan Sang Hong Kong and Eu
Yan Sang Singapore/Malaysia
1973
Eu Yan Sang Singapore/Malaysia listed on the then
Stock Exchange of Singapore Limited under Eu Yan
Sang Holdings Ltd
1990
Eu Yan Sang Holdings Ltd acquired by the Lum Chang
group and renamed LC Development Ltd
1992
Eu Yan Sang Hong Kong listed on the Stock Exchange
of Hong Kong
1993
Members of the Eu family acquired the Singapore/
Malaysia TCM business and the accompanying retail
premises from LC Development Ltd
1997
TCM business of Eu Yan Sang was reunited under
common management and ownership
2000
In-principle approval for the admission of Eu Yan Sang
International Ltd to the Official List of the Main Board
of the SGX-ST

CONTENTS
CORPORATE INFORMATION...................................................................................................... 3
DEFINITIONS ................................................................................................................................ 5
DETAILS OF THE INVITATION.................................................................................................... 10
PROSPECTUS SUMMARY .......................................................................................................... 12
RISK FACTORS ............................................................................................................................ 14
INVITATION STATISTICS ............................................................................................................. 17
USE OF PROCEEDS ................................................................................................................... 19
SUMMARY OF FINANCIAL INFORMATION .............................................................................. 20
CAPITALISATION AND INDEBTEDNESS .................................................................................. 22
1
Page
GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP
Share Capital ................................................................................................................................. 23
Shareholders.................................................................................................................................. 25
Moratorium ..................................................................................................................................... 27
Restructuring Exercise .................................................................................................................. 29
Group Structure ............................................................................................................................. 31
The TCM Industry ......................................................................................................................... 32
History ............................................................................................................................................ 35
Business ........................................................................................................................................ 36
Manufacturing Process.................................................................................................................. 38
Quality Control............................................................................................................................... 42
Production Capacity and Utilisation ............................................................................................. 43
Marketing and Promotion.............................................................................................................. 44
Trade Marks ................................................................................................................................... 44
New Activities and Services ......................................................................................................... 46
Research and Development ......................................................................................................... 47
Corporate Associations ................................................................................................................. 48
Staff Training .................................................................................................................................. 48
Y2K Compliance............................................................................................................................ 49
Corporate Governance .................................................................................................................. 49
Major Suppliers ............................................................................................................................. 49
Major Customers ........................................................................................................................... 50
Competition .................................................................................................................................... 50
Competitive Strengths ................................................................................................................... 51
Review of Performance ................................................................................................................. 52

Review of Financial Position......................................................................................................... 57
Foreign Exchange Exposure ........................................................................................................ 59
Dividend Policy .............................................................................................................................. 59
Prospects and Future Plans ......................................................................................................... 60
Interested Person Transactions .................................................................................................... 61
Similar Business ............................................................................................................................ 61
Directors, Management and Staff ................................................................................................ 62
Service Agreements ...................................................................................................................... 68
Share Option Scheme .................................................................................................................. 69
Properties and Fixed Assets ........................................................................................................ 73
LETTER FROM THE AUDITORS AND REPORTING ACCOUNTANTS IN RELATION TO
THE ESTIMATED CONSOLIDATED PROFIT OF THE PROFORMA GROUP FOR
THE FINANCIAL YEAR ENDED 30 JUNE 2000 ....................................................................... 74
DIRECTORS’ REPORT ................................................................................................................. 75
ACCOUNTANTS’ REPORT .......................................................................................................... 76
GENERAL AND STATUTORY INFORMATION........................................................................... 94
PROCEDURES FOR APPLICATION AND ACCEPTANCE
Terms and Conditions for Application and Acceptance .............................................................. 116
Additional Terms and Conditions for Applications using Application Forms.............................. 119
Additional Terms and Conditions for Electronic Applications ..................................................... 122
APPENDIX A: RULES OF THE EU YAN SANG EMPLOYEE SHARE OPTION SCHEME .... 130
2
Page

CORPORATE INFORMATION
BOARD OF DIRECTORS : Eu Joseph William Yee (Non-executive Chairman)
Eu Yee Ming Richard (Managing Director and CEO)
Eu Yee Fong Clifford
Leung Alan Sze Yuan
Eu Yee Sang Robert James
Yeh Chung Woo David
Dr Jennifer Lee Gek Choo
Dr Eu Yee Tat David (alternate to Richard Eu)
Laurence Yee Lye Eu (alternate to Clifford Eu)
COMPANY SECRETARIES : Eu Yee Fong Clifford
Yvonne Choo, FCIS
Linda Law, ACIS
REGISTERED OFFICE : 269A South Bridge Road
Singapore 058818
Tel: 225 3211
SHARE REGISTRAR : Lim Associates (Pte) Ltd
10 Collyer Quay #19-08
Ocean Building
Singapore 049315
MANAGER, : Overseas Union Bank Limited
JOINT LEAD UNDERWRITER AND 1 Raffles Place
JOINT LEAD PLACEMENT AGENT OUB Centre
Singapore 048616
JOINT LEAD UNDERWRITER AND : G. K. Goh Stockbrokers Pte Ltd
JOINT LEAD PLACEMENT AGENT 50 Raffles Place #33-00
Singapore Land Tower
Singapore 048623
CO-UNDERWRITER AND : J.M. Sassoon & Co. (Pte) Ltd.
CO-PLACEMENT AGENT 1 Raffles Place #44-00
OUB Centre
Singapore 048616
AUDITORS AND REPORTING : Ernst & Young
ACCOUNTANTS Certified Public Accountants
10 Collyer Quay #21-01
Singapore 049315
SOLICITORS TO THE INVITATION : David Lim & Partners
50 Raffles Place #17-01
Singapore Land Tower
Singapore 048623
PRINCIPAL BANKERS : ABN-AMRO Bank
3/F & 4/F, Edinburgh Tower
The Landmark
15 Queen’s Road Central
Hong Kong
3

PRINCIPAL BANKERS : Overseas Union Bank Limited
1 Raffles Place
OUB Centre
Singapore 048616
Public Bank Berhad
Menara Public Bank
146 Jalan Ampang
50450 Kuala Lumpur
Malaysia
The Development Bank of Singapore Ltd
6 Shenton Way
DBS Building, Tower One
Singapore 068809
4

DEFINITIONS
In this Prospectus and the accompanying Application Forms, the following definitions apply throughout
where the context so admits:-
“Act” : Companies Act (Chapter 50) of Singapore
“Application Forms” : The printed application forms to be used for the purpose of the
Invitation which are issued with and form part of this Prospectus
“Application List” : The list of the applications to subscribe for the New Shares
“associate” : (a) in relation to any Director, CEO or substantial and Controlling
Shareholder (being an individual) means:-
(i) his immediate family;
(ii) the trustees, acting in their capacity as such trustees, of any
trust of which he or his immediate family is a beneficiary or,
in the case of a discretionary trust, is a discretionary object;
and
(iii) any company in which he and his immediate family together
(directly or indirectly) have an interest of 25% or more
(b) in relation to a substantial and Controlling Shareholder (being a
company) means any other company which is its subsidiary or
holding company or is a fellow subsidiary of any such holding
company or one in the equity of which it and/or such other
company or companies taken together (directly or indirectly) have
an interest of 25% or more
“Associated Companies” : The associated companies of the Group comprising Degree
Achievement, ONP Asia and Yin Yang Spa
“ATM” : Automated teller machine of a Participating Bank
“Board” : Board of Directors of the Company
“CDP” : The Central Depository (Pte) Limited
“CEO” : Chief Executive Officer
“Controlling Shareholder” : A person or persons exercising control over a company. Unless
rebutted, a person who controls directly or indirectly a shareholding of
15% or more of a company’s issued share capital shall be presumed
to be a controlling Shareholder of that company
“CPM” : Chinese Proprietary Medicine. (Any medicinal product in pill, tablet or
capsule form for oral consumption, in liquid form for oral consumption
or external application and any dosage form used in the system of
therapeutics according to the traditional Chinese method)
“Directors” : The directors of the Company as at the date of this Prospectus
“Electronic Applications” : Applications for the Offer Shares made through an ATM or IB websites
of any of the Participating Banks in accordance with the terms
and conditions of this Prospectus
5

“EPS” : Earnings per Share
“EYS ESOS” : Eu Yan Sang Employee Share Option Scheme
“FY” : Financial year ended or ending 30 June
“GMP” : Good Manufacturing Practice
“Group” or “Proforma : The Company, its Subsidiaries and its Associated Companies as if
Group” the existing Group structure had been in existence throughout the last
five financial years ended 30 June 1999, or since the respective dates
of incorporation/acquisition of the companies in the Group, as the case
may be
“IB” : Internet Banking
“Invitation” : The invitation by the Company to the public to subscribe for the New
Shares, subject to and on the terms and conditions of this Prospectus
“Issue Price” : $0.35 for each Offer Share, Placement Share or Reserved Share
“New Shares” : The 71,500,000 new Shares for which the Company invites applications
to subscribe pursuant to the Invitation
“NTA” : Net tangible assets
“Offer” : The offer by the Company of the Offer Shares to the public for
subscription at the Issue Price
“Offer Shares” : The 7,200,000 New Shares to be offered under the Offer
“OUB” or “Manager” : Overseas Union Bank Limited
“OUB Nominees” : Overseas Union Bank Nominees (Pte) Ltd
“Participating Banks” : OUB; The Development Bank of Singapore Ltd (including its POSBank
Services division) (“DBS”); Keppel TatLee Bank Limited (“KTB”);
Oversea-Chinese Banking Corporation Limited and its subsidiary, Bank
of Singapore Limited (“OCBC Group”); and United Overseas Bank
Limited and its subsidiaries, Far Eastern Bank Limited and Industrial
& Commercial Bank Limited (“UOB Group”)
“Placement” : The placement by the Placement Agents on behalf of the Company
of the Placement Shares at the Issue Price
“Placement Agents” : OUB and G.K. Goh Stockbrokers Pte Ltd as joint lead placement
agents and J.M. Sassoon & Co. (Pte) Ltd. as co-placement agent
“Placement Shares” : The 64,300,000 New Shares (including the Reserved Shares and VIP
Shares) to be offered under the Placement
“PRC” or “China” : The People’s Republic of China
“Reserved Shares” : 7,100,000 Placement Shares reserved for an independent Director,
management, staff and business associates of the Group
“Restructuring Exercise” : The restructuring exercise more fully described on pages 29 and 30
of this Prospectus
“SCCS” : Securities Clearing & Computer Services (Pte) Ltd
6

“SGX-ST” : Singapore Exchange Securities Trading Limited
“Shareholders” : Holders of the Shares
“Shares” : Ordinary shares of $0.05 each in the capital of the Company
“Singapore VIP : Holders of valid Eu Yan Sang VIP Cards issued in Singapore on or
Cardholders” before 31 May 2000 with addresses in Singapore (as reflected in the
records of the Company)
“Subsidiaries” : The subsidiaries of the Group comprising Eu Realty, EYS China, EYS
Corporation, EYS Export, EYS Marketing, EYS Heritage, EYSHK, EYS
Properties, EYSS, EYS Ventures, EYS 1959, Synco, Top Lot and Weng
Li
“TCM” : Traditional Chinese Medicine
“UK” : United Kingdom
“Underwriters” : OUB and G. K. Goh Stockbrokers Pte Ltd as joint lead underwriters
and J.M. Sassoon & Co. (Pte) Ltd. as co-underwriter
“Unissued Reserved : The 42,850,973 unissued reserved Shares in respect of new Shares
Shares” (representing 15 per cent. of the post-Invitation share capital of
285,673,158 Shares) that may be issued pursuant to the exercise of
the options which may be granted under the EYS ESOS
“USA” : United States of America
“Valuer” : Jones Lang LaSalle Property Consultants Pte Ltd
“VIP Shares” : 15,071,000 Placement Shares reserved for Singapore VIP Cardholders
“HK$” : Hong Kong dollars
“RM” : Malaysian ringgit
“$” or “S$” and “cents” : Singapore dollars and cents respectively
“Per cent.” or “%” : Percentage
Companies of the Group
“Company” or “EYSI” : Eu Yan Sang International Ltd
“Eu Realty” : Eu Realty (Singapore) Private Limited
“EYS China” : Eu Yan Sang (China Ventures) Limited
“EYS Corporation” : Eu Yan Sang Corporation Limited
“EYS Export” : Eu Yan Sang (Export) Limited
“EYS Heritage” : Eu Yan Sang Heritage Sdn. Bhd.
“EYS Marketing” : Eu Yan Sang Marketing Pte Ltd
“EYS Properties” : Eu Yan Sang (Properties) Limited
7

“EYS Ventures” : EYS Ventures Pte Ltd
“EYS 1959” : Eu Yan Sang (1959) Sdn. Berhad
“EYSHK” : Eu Yan Sang (Hong Kong) Limited
“EYSS” : Eu Yan Sang (Singapore) Private Limited
“Synco” : Synco (H.K.) Limited
“Top Lot” : Top Lot Limited
“Weng Li” : Weng Li Sdn. Bhd.
Associated Companies
“Degree Achievement” : Degree Achievement Sdn. Bhd.
“ONP Asia” : Oxford Natural Products Asia Pte Ltd (formerly known as Oxford
Natural Products Singapore Pte Ltd)
“Yin Yang Spa” : Yin Yang Spa Pte Ltd
Other Companies
“Asian MBO Fund” : The Asian MBO Fund, L.P.
“Bestand” : Bestand Development Corporation
“Essence” : Essence Holdings Limited (undergoing member’s voluntary liquidation)
“Euco” : Euco Investments Pte Ltd
“RHPL” : Ridalege Holdings Pte Ltd
“Ridalege HK” : Ridalege Hong Kong Limited
“Ridalege Investments” : Ridalege Investments Pte Ltd
“Woldseth” : Woldseth Corporation Inc
Eu Family Members
“Clifford Eu” : Eu Yee Fong Clifford
“Dr David Eu” : Dr Eu Yee Tat David
“Dr Richard Eu” : Dr Eu Keng Mun Richard
“Geoffrey Eu” : Eu Yee Kwong Geoffrey
“Helena Eu” : Eu Mei Ying Helena
“Joseph Eu” : Eu Joseph William Yee
“Laurence Eu” : Laurence Yee Lye Eu
“Richard Eu” : Eu Yee Ming Richard
8

“Robert Eu” : Eu Yee Sang Robert James
“Roy Eu” : Eu Keng Iu Roy
“Victoria Eu” : Eu Victoria
“Virginia Eu” : Eu Virginia
“William Eu” : Eu Keng Yuet William
“Winston Eu” : Eu Yee Shun
Exchange Rates
The exchange rates used to translate the historical accounts of foreign subsidiaries, where applicable,
as applied in this Prospectus are as follows:-
FY1995 FY1996 FY1997 FY1998 FY1999 Feb 1999 Feb 2000
S$=HK$1
Balance sheet NA NA 0.184 0.219 0.219 0.220 0.218
Profit and loss
account
S$=RM1
NA NA 0.184 0.219 0.219 0.220 0.218
Balance sheet 0.571 0.560 0.565 0.411 0.447 0.449 0.446
Profit and loss
account
0.578 0.560 0.565 0.411 0.447 0.449 0.446
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 to any enactment is a reference to that enactment as for the time
being amended or re-enacted. Any word defined under the Act or any statutory modification thereof
and used in this Prospectus shall, where applicable, have the meaning ascribed to it under the Act.
Any reference in this Prospectus or the Application Forms to Shares being allotted and/or allocated
to an applicant includes allotment and/or allocation 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.
9

DETAILS OF THE INVITATION
LISTING ON THE OFFICIAL LIST OF THE SGX-ST
Application has been made to the SGX-ST for permission to deal in and for quotation of all the
Shares already issued as well as the New Shares and the Unissued Reserved Shares on the SGX-
ST. 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 permission being granted to deal in and
for quotation of all the issued Shares, the New Shares as well as the Unissued Reserved Shares.
Moneys paid in respect of any application accepted will be returned, without interest or any share of
revenue or other benefit arising therefrom and at the applicant’s risk, if the said permission is not
granted.
The SGX-ST assumes no responsibility for the correctness of any of the 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, Subsidiaries, Associated
Companies, the New Shares or the Shares.
Our Directors 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, there are no other material facts the omission of which would make any
statement in this Prospectus misleading.
No person 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 or the Manager. Neither the
delivery of this Prospectus and the Application Forms nor the Invitation shall, under any circumstances,
constitute a continuing representation or create any implication that there has been no change in the
affairs of our Company or our Group or in the statements of fact contained in this Prospectus since
the date of this Prospectus. When such changes occur, our Company may make an announcement
of the same to the SGX-ST. All applicants should take note of any such announcements and, upon
the release of such an announcement, 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 Group. This Prospectus
has been prepared solely for the purpose of the Invitation and may not be relied upon by any other
person other than the applicants in connection with their applications for the New Shares or for any
other purpose. This Prospectus does not constitute an offer of or invitation to subscribe for the New
Shares in any jurisdiction in which such an offer or invitation is unauthorised or unlawful nor does it
constitute an offer or invitation to any person to whom it is unlawful to make such an offer or
invitation.
Copies of this Prospectus and the Application Forms and envelopes may be obtained on request,
subject to availability, from:-
OVERSEAS UNION BANK LIMITED
1 Raffles Place
OUB Centre
Singapore 048616
and from branches of OUB, members of the Association of Banks in Singapore, members of the
SGX-ST, merchant banks in Singapore and our Company’s 13 retail outlets in Singapore.
The Application List will open at 10.00 a.m. on 26 July 2000 and will remain open until 12.00
noon on the same day or for such further period or periods as our Company may, in
consultation with OUB, decide.
10

INDICATIVE TIMETABLE FOR LISTING
In accordance with the SGX-ST News Release of 28 May 1993 on the trading of initial public offering
shares on a “when issued” basis, an indicative timetable is set out below for the reference of
applicants:-
Indicative date/time Event
26 July 2000, 12.00 noon Close of Application List
27 July 2000 Balloting of applications, if necessary (in the event of
oversubscription for the Offer Shares)
28 July 2000, 9.00 a.m. Commence trading on a “when issued” basis
8 August 2000 Last day of trading on a “when issued” basis
10 August 2000, 9.00 a.m. Commence trading on a “ready” basis
15 August 2000 Settlement date for all trades done on a “when issued” basis and
for all trades done on a “ready” basis on 10 August 2000
The above timetable is only indicative as it assumes that the closing date for the Application List is
26 July 2000, the date of admission of our Company to the Official List of the SGX-ST is 28 July
2000, the SGX-ST shareholding spread requirement will be complied with and the New Shares will
be issued and fully paid-up and/or allocated prior to 28 July 2000. The actual date on which the
Shares will commence trading on a “when issued” basis will be announced when it is confirmed by
the SGX-ST.
The above timetable and procedure may be subject to such modifications as the SGX-ST may in its
discretion decide, including the decision to permit trading on a “when issued” basis, the commencement
date of such trading. All persons trading in the Shares on a “when issued” basis do so at their own
risk. In particular, persons trading in the Shares before their Securities Accounts with CDP are
credited with the relevant number of Shares do so at the risk of selling Shares which neither
they nor their nominees, as the case may be, have been allotted and/or allocated 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 mentioned above. Persons who have a net sell position traded on a “when issued” basis
should close their position on or before the first day of “ready” basis trading.
Investors should consult the SGX-ST’s announcement on “ready” trading date on the Internet (at the
SGX-ST website http://www.singaporeexchange.com), INTV or the newspapers or check with their
brokers on the date on which trading on a “ready” basis will commence.
11

PROSPECTUS SUMMARY
The information contained in this summary is derived from and should be read in conjunction with
the full text of this Prospectus.
Our Company : Our Company was incorporated in Singapore on 10 April 1993 as a
private limited company under the name of Videlli Pte Ltd which was
subsequently changed to Eu Yan Sang International Holdings Pte Ltd
on 1 September 1993. On 6 July 2000, our Company was converted
into a public company and adopted its present name.
The principal activities of our Company are investment holding and
the provision of management services to our Group. We are engaged
principally in the retail, wholesale and manufacture of TCM products
under our “Eu Yan Sang” brand name. We also sell and manufacture
ethical drugs in Hong Kong.
We currently offer more than 150 products under our Eu Yan Sang
brand name. Our more popular Eu Yan Sang brand products, like Bak
Foong Pill, Bo Ying Compound, herbal candies and packaged food
products, are sold through wholesalers, drug stores and supermarket
chains, in addition to being sold in our retail outlets. Other wholesale
distribution channels include the traditional medical halls and provision
shops.
Eu Yan Sang products are presently available through our 52 retail
outlets located in Hong Kong, Singapore and Malaysia, as well as
through more than 2,000 wholesalers, medical halls, supermarket and
drug store chains. We have expanded our marketing efforts to new
overseas markets, including North America and Western Europe.
Shipments to these markets have since increased and today, our
products can be found in many countries around the world.
Our manufacturing activities are mainly carried out at our two factories,
one in Chai Wan in Hong Kong, and the other in Cheras, Kuala
Lumpur, Malaysia. These two factories manufacture our main Eu Yan
Sang brand products like Bak Foong Pill, Bo Ying Compound and
other herbal pill and capsule products, as well as package certain
other products like herbal soups and tonic teas. Our manufacturing
standards have benefited from the ownership of Synco. Synco is a
manufacturer of ethical drugs in Hong Kong, and one of the few local
manufacturers in Hong Kong with GMP certification.
As part of our growth strategy, new retail outlets will be opened in
strategic locations in our established markets as well as new markets,
particularly in locations with large Chinese populations in North
America and western Europe. We intend to tap into the distribution
network of international distributors in Japan, Taiwan, the USA and
Western Europe and increase the distribution of our products in the
PRC. We also intend to develop new product lines, including alliances
with research and development companies as a source for developing
new proprietary products. We will continue to build and strengthen
our existing core businesses by promoting sales through e-commerce.
With the advent of e-commerce, we have in December 1999 set up
our first cybershop on the Internet website at www.etcmherbs.com.
Customers worldwide can now make purchases of our products with
ease and convenience through the Internet.
12

The Invitation
Issue Size : 71,500,000 New Shares which upon issue and allotment will rank
pari passu in all respects with the existing issued Shares.
Issue Price : $0.35 for each New Share.
Purpose of the Invitation : Our Directors consider that the listing of our Company and the
quotation of the Shares on the SGX-ST will enhance the public image
of our Group locally and overseas and will enable us to tap the capital
markets for expansion of our operations. It will also provide members
of the public, independent Directors, management, staff and business
associates of our Group and persons who have contributed to our
success with an opportunity to participate in the equity of our Company.
VIP Shares : 15,071,000 Shares will be reserved for Singapore VIP Cardholders.
In the event that any of the VIP Shares are not taken up, they will be
made available to satisfy applications for the Placement Shares, or in
the event of an under-subscription for the Placement Shares, to satisfy
applications made by members of the public for the Offer Shares.
Reserved Shares : 7,100,000 Shares will be reserved for an independent Director,
management, staff and business associates of our Group. In the event
that any of the Reserved Shares are not taken up, they will be made
available to satisfy applications for the Placement Shares, or in the
event of an under-subscription for the Placement Shares, to satisfy
applications made by members of the public for the Offer Shares.
Listing Status : The Shares will be quoted on the Official List of the SGX-ST, subject
to admission of our Company to the Official List of SGX-ST, and
permission for the dealing in and quotation of the Shares being granted
by the SGX-ST.
13

RISK FACTORS
Prior to making an investment decision, prospective investors should carefully consider, along with
other matters referred to in this Prospectus, the factors set out below which our Directors consider,
to the best of their belief, are the key business risk factors that are material to investors in making
an informed judgement:-
(1) Dependence on the Retail Industry
As retail and wholesale transactions account for almost all of our turnover, we are inevitably
dependent on consumers’ demand, which is affected generally by regional economic conditions
and in particular, the performance of the retail industry. During the last regional economic crisis
from 1997 to 1999, a few of our stores suffered a decline in sales of between 5% to 15% as
a result of reduced consumer spending.
We may be vulnerable to consumers substituting our products with lower priced alternatives
during periods of economic difficulty as evidenced by the performance of a few of our stores in
the last economic crisis.
(2) Product Defects, Contamination and Adulteration
From time to time, the TCM market has been affected by accusations of adulteration and its
public image has suffered as a result. As one of the participants in the industry, we would be
adversely affected by any deterioration in the public image of TCM.
As with all consumables, our products are subject to the risk of defect and contamination. We
cannot completely eliminate the probability that our products could become defective and
contaminated and we may be subject to claims from consumers. We are insured against such
claims up to $2.1 million. In the event that the claims exceed the insured amount, we will
finance the excess with internal resources. Nevertheless, if our products were found to be
defective or contaminated, it would have a negative impact on our reputation and hence, sales
and profitability.
(3) Counterfeit Products
We are aware that copies or counterfeits of our products are found in certain countries and
markets. These counterfeit products, which are usually inferior to and sold at lower prices than
the authentic products, may create confusion among customers who purchase them in the
belief that they are genuine and as such, may tarnish the image of the Eu Yan Sang brand.
There is no assurance that the problems associated with counterfeit products will not affect us
and our products. When this happens, our sales and profit may be affected adversely. We have
experienced incidents of counterfeit products in southern China relating to our flagship products,
Bak Foong Pill and Bo Ying Compound.
(4) Low Barriers to Entry
Although many years of study are required to master the practice of TCM formulation and
dispensing, the technical barriers to manufacturing TCM are comparatively low. The recipes and
the proportions of ingredients used in a TCM product have been handed down for centuries
and many companies offer products that claim to treat the same conditions. In an industry with
few technical barriers to entry, there have been instances where other manufacturers or retailers
have been suspected of using inferior or fake ingredients, or product adulteration. In common
with all TCM companies, we may be vulnerable to the poor image resulting from these undesirable
practices, which may in turn affect our sales and profit adversely.
14

(5) Foreign Exchange Risks
We are exposed to possible gains or losses on transactions denominated in currencies other
than the S$, being the currency for the reporting of our financial results. In particular, our sales
are in HK$(57%), RM(20%), US$(1%) with the balance mainly in S$. Our purchases are in
HK$(49%), RM(20%), US$(5%) with the remaining mainly in S$. Accordingly, fluctuations in the
value of these currencies against the S$ may have an adverse effect on our results.
We are also exposed to foreign exchange fluctuations arising from foreign currency translations
(as at the balance sheet date of our Subsidiaries and Associated Companies) from HK$ and
RM, as the case may be, to S$.
(6) Fluctuation in Costs of Fine Herbs
We source fine herbs such as ginseng and cordyceps for sale in our retail outlets, and as raw
materials for our manufacturing operations. The fine herbs are natural produce cultivated or
found in the wild in countries such as China, Indonesia, Korea and the USA. They are traded
internationally and are subject to market price fluctuations. Any sharp appreciation in the prices
of fine herbs which cannot be substantially passed on to the consumers will have an adverse
impact on our profitability.
(7) Dependence on Senior Management and Experienced Personnel
Our continued success is dependent to a large degree on our ability to retain our senior
management and experienced personnel. The loss of the services of senior management
personnel without suitable replacement can adversely affect our performance. Richard Eu, the
Managing Director and CEO and Clifford Eu, the executive Director, are the driving forces
behind our growth and success. The loss of services of these two personnel and also the
persons occupying the key positions of general managers could therefore affect our sales and
profitability until such time when suitable replacements are found.
(8) New Regulations
There is a general trend towards increased regulation of the TCM industry in the key markets
in which we operate. Changes in regulation could pose short-term risks to our profitability by
rendering certain of our products not saleable in their present formulation.
For example, most pill and powder products manufactured by us contain combinations of herbs.
Any change in regulations in one country could result in one or more of the herbs used by us
being classified as medicine, and therefore subject to strict control over pre-approval testing,
manufacturing, distribution and labelling. In this scenario, we would need to withdraw the products
containing the herb or herbs from the market and reformulate them to comply with the new
regulations. The withdrawal of a product from the market may negatively impact our sales and
profitability in the short term.
(9) Political and Regulatory Considerations
We have substantial business, assets and manufacturing facilities in Hong Kong and Malaysia.
Accordingly, changes in and compliance with various laws and regulations of these countries
may reduce our profits. Changes in and implementation of, inter alia, the following may adversely
affect our operations: (a) legislation and policies related to the manufacture, sale and distribution
of TCM (a brief background of the current TCM regulations in our key markets is set out on
pages 32 to 34 of this Prospectus); (b) taxation; (c) restrictions on currency conversion or the
transfer of funds; (d) restrictions on exports, imports or sources of raw materials; (e) legislation
and policies related to the permitted level of foreign ownership; and (f) expropriation of private
enterprise.
15

In Malaysia, the Malaysian Foreign Investment Committee (FIC) is responsible for regulating
the acquisition of assets or interests, mergers and takeovers of companies and businesses in
Malaysia to ensure a more balanced Malaysian participation in ownership and control, net
economic benefits to Malaysia and the absence of adverse consequences in terms of Malaysian
national policy. As such, the FIC guidelines were prescribed to regulate the aforementioned.
Our Directors have been advised that the FIC guidelines do not have the force of law and that
no penalties are imposed for non-compliance of the same. However, it is advised that the FIC
liaises closely with other regulatory agencies in Malaysia, such as the Immigration and Licencing
Departments, and clearance from FIC is normally obtained before other approvals from these
other regulatory agencies are given.
As our licences for our Group companies in Malaysia presently do not require clearance from
the FIC, we have not sought the FIC’s approval in respect of our shareholdings in these
companies. We may, in the future, have to dilute our shareholdings in these companies within
a timeframe stipulated by the FIC and divest to Malaysians and/or local Bumiputras the requisite
shareholding percentage stipulated by the FIC. In such event, our contribution from Malaysia
may be affected adversely. By way of illustration, assuming our Company’s interests in EYS
1959, EYS Heritage and Weng Li are 30% each and based on the profits of our Group companies
in Malaysia of $1.2 million for FY1999, our Group profit for FY1999 would have fallen by 16.7%.
16

INVITATION STATISTICS
Issue Price 35 cents
Net Tangible Assets
NTA per Share based on our audited balance sheet as at 29 February 2000 on
page 21 of this Prospectus and after adjusting for the Restructuring Exercise and
the Share Split referred to on page 23 of this Prospectus and the goodwill arising
from the subscription of shares in ONP Asia as referred to on page 47 of this
Prospectus:-
(a) before adjusting for the estimated net proceeds to our Company from the
Invitation and based on the pre-Invitation share capital of 214,173,158
Shares (1) 7.52 cents
(b) after adjusting for the estimated net proceeds to our Company from the
Invitation and based on the post-Invitation share capital of 285,673,158
Shares (1) 13.70 cents
Premium of the Issue Price over the adjusted NTA per Share based on our audited
balance sheet as at 29 February 2000:-
(a) before adjusting for the estimated net proceeds to our Company from the
Invitation and based on the pre-Invitation share capital of 214,173,158
Shares 365.4 %
(b) after adjusting for the estimated net proceeds to our Company from the
Invitation and based on the post-Invitation share capital of 285,673,158
Shares 155.5%
Earnings
Historical net earnings per Share based on our audited results for FY1999 referred
to on page 20 of this Prospectus and the pre-Invitation share capital of 214,173,158
Shares 1.87 cents
Adjusted historical net earnings per Share for FY1999 had the service agreements
been in place from the beginning of FY1999 and based on the the pre-Invitation
share capital of 214,173,158 Shares (2) 1.76 cents
Estimated net earnings per Share based on our estimated results for FY2000 referred
to on pages 56 and 57 of this Prospectus and the pre-Invitation share capital of
214,173,158 Shares 2.61 cents
Price Earnings Ratio
Historical price earnings ratio based on the historical net earnings per Share for
FY1999 18.7 times
Adjusted price earnings ratio based on the adjusted historical net earnings per
Share for FY1999 had the service agreements been in place from the beginning of
FY1999 (2) 19.9 times
Estimated price earnings ratio based on the estimated net earnings per Share for
FY2000 13.4 times
17

Net Operating Cash Flow (3)
Historical net operating cash flow per Share for FY1999 based on our audited
results for FY1999 and the pre-Invitation share capital of 214,173,158 Shares 3.43 cents
Estimated net operating cash flow per Share for FY2000 based on our estimated
results for FY2000 and the pre-Invitation share capital of 214,173,158 Shares 4.13 cents
Price to Net Operating Cash Flow Ratio
Ratio of Issue Price to historical net operating cash flow per Share for FY1999 10.2 times
Ratio of Issue Price to estimated net operating cash flow per Share for FY2000 8.5 times
Dividend
Forecast gross dividend per Share for FY2000 0.525 cents
Forecast gross dividend yield per Share 1.5%
Forecast gross dividend cover for FY2000 5.0 times
Market Capitalisation
Market capitalisation after the Invitation based on the post-Invitation share capital
of 285,673,158 Shares at the issue price of $0.35 per Share $100.0 million
Notes:-
(1) NTA takes into account the goodwill of $2,362,591 arising from the subscription of ONP Asia shares as referred to on
page 47 of this Prospectus, which will decrease to $1,325,356 if the investors exercise their options. Consequently, the
adjusted NTA per Share before and after the estimated net proceeds to our Company from the Invitation would be 8.00
cents and 14.1 cents respectively.
(2) The reduction in EPS was due to the additional remuneration payable to Leung Alan Sze Yuan, who was appointed as
an executive Director in April 2000. Before that, he was not an employee of our Company. Otherwise there would not be
any effect on the EPS with the inclusion of the service agreements of the existing executive Directors. Details are set
out on pages 68 and 69 of this Prospectus.
(3) Net operating cash flow is defined as net profit after taxation with depreciation of fixed assets and other non-cash items
for the year added back.
18

USE OF PROCEEDS
The net proceeds from the issue of the New Shares of approximately $23.0 million (after deducting
the issue expenses of approximately $2.0 million) will be used to finance our Group’s continued
growth and development as follows:-
(1) approximately $10.9 million to repay bank borrowings;
(2) approximately $2.0 million for the research project with the Chinese University of Hong Kong
and product development (more details are set out on page 48 of this Prospectus);
(3) approximately $4.0 million for business expansion (more details are set out on page 60 of this
Prospectus);
(4) approximately $3.5 million for the GMP facilities upgrade (more details are set out on pages 37
and 38 of this Prospectus); and
(5) the balance of approximately $2.6 million for general working capital.
The details of the bank borrowings to be repaid are as follows:-
Banks Interest Rates Maturity Dates Value
$million
Standard Chartered Bank (1) 8.9375% – 28/2/2000 – 28/4/2000 4.4
9.00% 28/2/2000 – 29/5/2000 4.3
ABN-AMRO Bank (2) 9.125% 28/2/2000 – 29/5/2000 2.2
Notes:-
(1) This loan was used to finance the repurchase of Essence’s shares from Asian MBO Fund by Essence. Further information
on the share purchase is set out on pages 29 and 30 of this Prospectus.
(2) These loans were used for general business operations.
Pending the deployment of funds for the above identified uses, the net proceeds may be added to
our Group’s working capital, placed on fixed deposit with banks or financial institutions or invested in
short-term money market instruments as our Directors may, in their absolute discretion, deem fit.
19

SUMMARY OF FINANCIAL INFORMATION
The following financial information should be read in conjunction with the Accountants’ Report and
the full text of this Prospectus.
RESULTS OF OPERATIONS OF THE PROFORMA GROUP
Our results for the period under review as set out below have been prepared on the assumption that
our current Group structure had been in existence since 1 July 1994, or since the respective dates
of incorporation/acquisition of the companies in our Group, whichever is later.
Audited
$’000 FY1995 FY1996 FY1997 FY1998 FY1999 For the 8
months
ended 29
February
2000
Turnover 19,167 22,050 41,969 59,225 64,205 48,513
Profit before depreciation of fixed
assets, interest and taxation
2,535 2,331 8,280 12,481 9,825 7,761
Depreciation of fixed assets (437) (997) (1,429) (3,995) (3,170) (2,089)
Interest expense (794) (853) (1,208) (2,539) (1,533) (486)
Profit before taxation 1,304 481 5,643 5,947 5,122 5,186
Taxation (413) (344) (2,083) (1,490) (1,111) (1,149)
Profit after taxation 891 137 3,560 4,457 4,011 4,037
Extraordinary item (1) — — — (9,755) — —
Profit after taxation and extraordinary
item 891 137 3,560 (5,298) 4,011 4,037
EPS (cents) (2) 0.42 0.06 1.66 2.08 1.87 1.88
Notes:-
(1) Extraordinary item relates to the loss on disposal of Eu Yan Sang Tower, a property in Hong Kong.
(2) For comparative purposes, the net earnings per Share for the period under review has been calculated based on profit
after taxation and on the pre-Invitation issued share capital of 214,173,158 Shares.
(3) The above exclude the results of ONP Asia and Yin Yang Spa which were acquired after 29 February 2000.
20

FINANCIAL POSITION OF THE PROFORMA GROUP
Our results for the period under review as set out below have been prepared on the assumption that
our current Group structure had been in existence since 1 July 1994, or since the respective dates
of incorporation/acquisition of the companies in our Group, whichever is later.
Audited
As at 30 June
As at
29 Febuary
$’000 1995 1996 1997 1998 1999 2000
Fixed assets 22,691 22,578 54,539 46,522 33,634 32,227
Deferred expenditure 2 4 — 92 135 93
Current assets 8,862 9,143 19,349 22,054 22,727 22,935
Current liabilities (18,301) (18,553) (31,069) (34,116) (23,700) (35,946)
Net current liabilities (9,439) (9,410) (11,720) (12,062) (973) (13,011) (2)
Term Loan (147) (125) (5,118) (4,082) (485) (366)
Hire purchase creditors (171) (225) (177) (143) (34) (315)
Deferred taxation (137) (91) (120) (102) (81) (69)
12,799 12,731 37,404 30,225 32,196 18,559
Shareholders’ equity 12,799 12,731 37,404 30,225 32,196 18,559
NTA per Share (cents) (1) 5.98 5.94 17.46 14.07 14.97 8.62
Notes:-
(1) For comparative purposes, NTA per Share for the period under review has been computed based on the pre-Invitation
issued share capital of 214,173,158 Shares.
(2) This amount includes the bank loan of $8.7 million from Standard Chartered Bank used for the Restructuring Exercise
which took place prior to the Invitation.
(3) The above did not take into account ONP Asia and Yin Yang Spa which were acquired after 29 February 2000.
21

CAPITALISATION AND INDEBTEDNESS
The following table shows our cash and cash equivalents and capitalisation as of 31 May 2000:-
(1) on an actual basis; and
(2) as adjusted to give effect to the Restructuring Exercise, Share Split, issue of 71,500,000 ordinary
shares pursuant to the Invitation and application of the net proceeds, at an issue price of $0.35
per Share, after deducting underwriting commissions and estimated transaction expenses related
to the Invitation.
This table should be read in conjunction with our consolidated financial statements and the related
notes included in this Prospectus and the section entitled “Financial Position of the Proforma Group”
as set out on page 21 of this Prospectus.
$’000 Actual As Adjusted (1)
Cash and cash equivalents 1,256 3,881
Short-term debt
— Secured 24,951 14,051
— Unsecured
Long-term debt
1,000 1,000
— Secured 316 316
— Unsecured
Shareholders’ equity:-
Ordinary shares, par of $0.05 per share; 1,600,000,000
authorised; 285,673,158 Shares issued and outstanding,
— —
as adjusted (1) 10,429 14,284
Revenue reserve 1,226 1,226
Share premium reserve 519 19,969
Total shareholders’ equity 12,174 35,479
Total capitalisation 12,490 35,795
Note:-
(1) Reflects a reduction in short-term debt of approximately $10.9 million outstanding as at the date of this Prospectus to
be repaid using the proceeds of the Invitation.
22

GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP
SHARE CAPITAL
Our Company was incorporated in Singapore on 10 April 1993 under the Act, as a private limited
company under the name of Videlli Pte Ltd, which was subsequently changed to Eu Yan Sang
International Holdings Pte Ltd on 1 September 1993. As at 29 February 2000, our Company had an
authorised share capital of $40,000,000 comprising 400,000,000 ordinary shares of $0.10 each, and
an issued and paid-up share capital of $10,428,800.90 comprising 104,288,009 ordinary shares of
$0.10 each.
At an Extraordinary General Meeting held on 3 July 2000, the shareholders of our Company approved,
inter alia, the following:-
(1) an increase in the authorised share capital of our Company from $40,000,000 divided into
400,000,000 ordinary shares of $0.10 each to $80,000,000 divided into 800,000,000 ordinary
shares of $0.10 each, by the creation of an additional 400,000,000 ordinary shares of $0.10
each;
(2) the issue of 2,798,570 new ordinary shares of $0.10 each pursuant to the Restructuring Exercise
as set out on pages 29 and 30 of this Prospectus;
(3) the sub-division of each ordinary share of $0.10 each in the authorised and issued share
capital of our Company into 2 ordinary shares of $0.05 each (“Share Split”);
(4) the conversion of our Company into a public limited company and the change of our Company’s
name to “Eu Yan Sang International Ltd”;
(5) the adoption of a new set of Articles of Association;
(6) the allotment and issue of 71,500,000 New Shares pursuant to the Invitation on the basis that
the New Shares, when issued and fully paid, will rank pari passu in all respects with the
existing Shares of our Company;
(7) (a) the establishment of a share option scheme to be known as the Eu Yan Sang Employee
Share Option Scheme;
(b) the authorisation of the Directors to:-
(i) establish and administer the EYS ESOS;
(ii) modify and/or amend the EYS ESOS from time to time provided that such modification
and/or amendment is effected in accordance with the provisions of the EYS ESOS
and to do all such acts and to enter into such transactions, arrangements and
agreements as may be necessary or expedient in order to give full effect to the EYS
ESOS; and
(iii) offer and grant options in accordance with the provisions of the EYS ESOS and to
allot and issue from time to time such number of shares as may be required to be
issued pursuant to the exercise of the options under the EYS ESOS provided always
that the aggregate number of shares to be issued pursuant to the EYS ESOS shall
not exceed 15% of the total issued share capital of our Company from time to time;
(8) the participation by Richard Eu in the EYS ESOS and the grant of options in respect of such
number of shares in our Company as determined in accordance with the terms and conditions
of the EYS ESOS;
23

(9) the participation by Clifford Eu in the EYS ESOS and the grant of options in respect of such
number of shares in our Company as determined in accordance with the terms and conditions
of the EYS ESOS; and
(10) that authority be given pursuant to Section 161 of the Act to the Directors to issue shares in
our Company (whether by way of rights, bonus or otherwise) at any time and upon such terms
and conditions and for such purposes and to such persons as the Directors may in their absolute
discretion deem fit provided that the aggregate numbers of shares to be issued pursuant to this
resolution shall not exceed 50% of the issued share capital of our Company immediately prior
to the proposed issue, provided that the aggregate number of such shares to be issued other
than on a pro-rata basis to then existing shareholders of our Company shall not exceed 20% of
the issued share capital of our Company immediately prior to the proposed issue, and, unless
revoked or varied by our Company in general meeting, such authority shall continue in force
until the conclusion of the next Annual General Meeting of our Company or the date by which
the next Annual General Meeting of our Company is required by law to be held, whichever is
the earlier.
As at the date of this Prospectus, there is only one class of Shares in our Company, being ordinary
shares of $0.05 each. The rights and privileges of these Shares are stated in the Articles of Association
of our Company. There are no founder, management or deferred shares reserved for issuance for
any purpose.
The present issued and paid-up share capital of our Company is $10,708,657.90, comprising
214,173,158 Shares. Upon the allotment of the New Shares, the resultant issued and paid-up share
capital of our Company will be increased to $14,283,657.90, comprising 285,673,158 Shares.
The details of the changes in the issued and paid-up share capital of our Company since 29 February
2000, being the date of the last audited accounts of our Company, and its issued and paid-up share
capital immediately after the Invitation are as follows:-
24
Number of shares $
Share capital as at 29 February 2000
Issue of new shares of $0.10 each pursuant
to the Restructuring Exercise as set out on
104,288,009 10,428,800.90
pages 29 and 30 of this Prospectus 2,798,570 279,857.00
107,086,579 10,708,657.90
Share Split 214,173,158 10,708,657.90
New Shares to be issued pursuant to the Invitation 71,500,000 3,575,000.00
Share capital after the Invitation 285,673,158 14,283,657.90

The authorised share capital and the shareholders’ funds of our Company as at 29 February 2000
to reflect the Restructuring Exercise and the issue of the New Shares, are set out below. This
should be read in conjunction with the Accountants’ Report set out on pages 76 to 93 of this
Prospectus:-
Before the After the After the
Restructuring Restructuring Invitation
Exercise Exercise
$’000 $’000 $’000
Authorised Share Capital
Ordinary shares of $0.10 each 40,000 80,000 —
Ordinary shares of $0.05 each — — 80,000
Shareholders’ Funds
Issued and fully paid Shares 10,429 10,709 14,284
Share premium 519 519 19,969
Reserves 1,226 1,226 1,226
Total shareholders’ funds 12,174 12,454 35,479
The changes in the issued and paid-up share capital of our Company and our Subsidiaries in the
three years preceding the date of this Prospectus are set out on pages 100 and 101 of this Prospectus
under “General and Statutory Information”.
SHAREHOLDERS
The shareholders of our Company and their respective direct shareholdings immediately before and
after the Invitation are summarised below:-
Before the Invitation After the Invitation
No. of Shares % No. of Shares %
Directors
Richard Eu (1), (4) & (8) 8,990,069 (2) 4.20 8,990,069 3.15
Joseph Eu (1) & (4) 10,859,964 5.07 10,859,964 3.80
Clifford Eu (1), (4) & (8) 2,595 (2) * 2,595 *
Leung Alan Sze Yuan (2) — — — —
Robert Eu (1) — — — —
Yeh Chung Woo David (4) — — — —
Dr Jennifer Lee Gek Choo (4) — — — —
Dr David Eu (3) — — — —
Laurence Eu (3) — — — —
Holders of more than 5% or
substantial shareholders
Euco (5) 61,486,814 28.72 61,486,814 21.52
Ridalege Investments (6) 43,816,366 20.46 43,816,366 15.34
Bestand (7) 21,970,828 10.26 21,970,828 7.69
OUB Nominees (8) 27,870,000 13.01 27,870,000 9.76
25

Before the Invitation After the Invitation
No. of Shares % No. of Shares %
Holders of less than 5% who are
related to the Directors or
substantial shareholders
Universal International Investment Limited (9) 5,665,526 2.64 5,665,526 1.98
Winston Eu (3) 5,629,928 2.63 5,629,928 1.97
Lion International Management Ltd (10) 5,223,612 2.44 5,223,612 1.83
Roy Eu and Virginia Eu (3) 2,471,434 1.15 2,471,434 0.86
Geoffrey Eu (3) 2,285,574 1.07 2,285,574 0.80
Hambrecht 1980 Revocable Trust (11) 1,873,848 0.87 1,873,848 0.66
Woldseth (12) 1,724,600 0.80 1,724,600 0.60
Ridalege HK (13) 1,175,814 0.55 1,175,814 0.41
Dr Richard Eu (3) 675,236 0.31 675,236 0.24
Others (14) 12,450,950 5.82 12,450,950 4.36
Public (includes Reserved Shares) (4) — — 71,500,000 25.03
Total 214,173,158 100.00 285,673,158 100.00
* Insignificant
Notes:-
(1) Messrs Joseph Eu, Richard Eu, Clifford Eu and Robert Eu are cousins. Richard Eu is the brother of Dr David Eu, who
is also an alternate Director to Richard Eu. Clifford Eu is the brother of Laurence Eu, who is also an alternate Director
to Clifford Eu.
(2) Leung Alan Sze Yuan is our executive Director. Pursuant to an Option Agreement dated 7 July 2000, Richard Eu
granted an option (“the Option”) to Leung Alan Sze Yuan to purchase a total of 5,022,086 Shares. The Option is
exercisable in full or in part during the period commencing six months from the date of admission of our Company to
the Main Board of the SGX-ST (the “Commencement Date”) and ending upon the expiry of six months from the
Commencement Date.
(3) Dr Richard Eu and Roy Eu are brothers. Virginia Eu is the wife of Roy Eu. Winston Eu is the cousin of Joseph Eu,
Richard Eu, Clifford Eu, Robert Eu, Dr David Eu, Laurence Eu and Geoffrey Eu. Dr Richard Eu is the father of Richard
Eu, Dr David Eu and Geoffrey Eu. Geoffrey Eu is the brother of Richard Eu and Dr David Eu.
(4) Dr Jennifer Lee Gek Choo, one of our independent Directors, has been allocated 100,000 Reserved Shares pursuant
to the Invitation. Our independent Directors may dispose of or transfer all or part of their respective shareholdings in
our Company after the admission of our Company to the Official List of the SGX-ST. Save for the sale of the Shares
pursuant to the Option referred to in note (2) above, none of our Directors have any intention to realise or transfer their
Shares within a period of one year after the admission of our Company to the Official List of the SGX-ST.
(5) Euco is an investment holding company of Clifford Eu’s family. Euco has an issued and paid-up share capital of
$398,000. The directors and shareholders of Euco are Clifford Eu (50.0%) and Laurence Eu (50.0%). Euco has charged
2,780,000 Shares to OUB in respect of an overdraft facility granted by OUB to Clifford Eu. The legal title to the
2,780,000 Shares have been transferred by Euco to OUB Nominees. Euco is the beneficial owner of the 2,780,000
Shares. Clifford Eu and Laurence Eu are deemed to be interested in the Shares held by Euco including the 2,780,000
Shares.
(6) Ridalege Investments is an investment holding company of Richard Eu’s family. Ridalege Investments has an issued
and paid-up share capital of $900,000. The directors of Ridalege Investments are Richard Eu, Geoffrey Eu, Dr David
Eu and Helena Eu. The shareholder of Ridalege Investments is RHPL. RHPL is an investment holding company of
Richard Eu’s family with an issued and paid-up share capital of $6,980,000. The directors and shareholders of RHPL
are Richard Eu (25%), Geoffrey Eu (25%), Dr David Eu (25%) and Helena Eu (25%), who are all siblings. Richard Eu,
Geoffrey Eu, Dr David Eu and Helena Eu are deemed to be interested in the Shares held by Ridalege Investments.
(7) Bestand is an investment company with an issued and paid-up share capital of US$1.00. The director of Bestand is
Unicorp Limited. Bestand is beneficially owned by Bermuda Trust (International) Limited and Billy Mah Wah Yan as
trustees to the Andrew Eu Will Trust, the beneficiaries of which are Robert Eu’s mother, who is the life tenant, and
Robert Eu and his siblings, who are the remaindermen.
(8) Richard Eu and Clifford Eu have charged 18,340,000 and 6,750,000 Shares respectively to OUB in respect of overdraft
facilities granted by OUB to Richard Eu and Clifford Eu. The legal title to the 18,340,000 and 6,750,000 Shares have
been transferred by Richard Eu and Clifford Eu to OUB Nominees. Richard Eu and Clifford Eu are the beneficial owners
of the 18,340,000 and 6,750,000 Shares respectively.
26

(9) Universal International Investment Limited is 100% owned by Yeh Chung Woo David, an independent Director. Yeh
Chung Woo David is deemed to be interested in the Shares held by Universal International Investment Limited
(10) Lion International Management Ltd, a wholly-owned subsidiary of HSBC International Trustees Limited, is a nominee of
William Eu. Accordingly, William Eu is beneficially interested in the Shares held by Lion International Management Ltd.
William Eu is the brother of Dr Richard Eu and Roy Eu.
(11) William Hambrecht is the sole trustee to the Hambrecht 1980 Revocable Trust. Sarah Hambrecht is the beneficiary of
the trust. William and Sarah Hambrecht are the parents-in-law of Robert Eu.
(12) Woldseth is an investment holding company of Clifford Eu’s family. Woldseth has an issued and paid-up share capital
of US$50,000. The directors and shareholders of Woldseth are Clifford Eu (44%), Laurence Eu (44%) and Victoria Eu
(12%). Clifford Eu, Laurence Eu and Victoria Eu are siblings. Clifford Eu, Laurence Eu and Victoria Eu are deemed to
be interested in the Shares held by Woldseth.
(13) Ridalege HK is an investment holding company of Richard Eu’s family. Ridalege HK has an issued and paid-up share
capital of HK$10,000. The directors and shareholders of Ridalege HK are Richard Eu (25%), Geoffrey Eu (25%), Dr
David Eu (25%) and Helena Eu (25%), who are all siblings. Richard Eu, Geoffrey Eu, Dr David Eu and Helena Eu are
deemed to be interested in the Shares held by Ridalege HK.
(14) These Shareholders comprise senior management staff of our Company or their immediate family members and
independent third parties each of whom holds not more than 5% of the issued paid-up share capital of our Company.
Save as disclosed above, there are no other family relationships between our Directors and substantial
Shareholders.
MORATORIUM
To demonstrate their commitment to our Group, the parties set out below, who in aggregate hold
148,027,068 Shares, representing approximately 51.82% of our Company’s enlarged issued and
paid-up capital after the Invitation, have given undertakings to the Manager as follows:
(a) Richard Eu (1) & (2) is an executive Director who holds 5% or more of the issued share capital of
our Company. He is also a Controlling Shareholder of our Company. He holds 8,990,069 (3.15%)
Shares directly, has a beneficial interest in 18,340,000 (6.42%) Shares held by OUB Nominees
and has indirect interests in our Company through RHPL, Ridalege Investments and Ridalege
HK. In respect of his direct shareholding and the Shares held by OUB Nominees, Richard Eu
has undertaken to the Manager not to transfer or dispose of the entire or any part thereof for
a period of six months from the date of our Company’s admission to the Official List of the
SGX-ST, and for a period of six months thereafter, he shall retain at least 50% thereof. In
respect of his indirect interests, he has undertaken to maintain effective interest in our Company’s
shareholding for a period of twelve months from the date of our Company’s admission to the
Official List of the SGX-ST.
(b) Dr Richard Eu is Richard Eu’s father and is therefore an associate of a Controlling Shareholder.
He holds 675,236 (0.24%) Shares directly. Dr Richard Eu has undertaken to the Manager not
to transfer or dispose of the entire or any part of his shareholding in our Company for a period
of six months from the date of our Company’s admission to the Official List of the SGX-ST, and
for a period of six months thereafter, he shall retain at least 50% of his original aggregate
shareholding in our Company.
27

(c) Geoffrey Eu (1) is Richard Eu’s brother and is therefore an associate of a Controlling Shareholder.
He holds 2,285,574 (0.80%) Shares directly and has indirect interests in our Company through
RHPL, Ridalege Investments and Ridalege HK. In respect of his direct shareholding, Geoffrey
Eu has undertaken to the Manager not to transfer or dispose of the entire or any part of his
shareholding in our Company for a period of six months from the date of our Company’s
admission to the Official List of the SGX-ST, and for a period of six months thereafter, he shall
retain at least 50% of his original aggregate shareholding in our Company. In respect of his
indirect interests, he has undertaken to maintain effective interest in our Company’s shareholding
for a period of twelve months from the date of our Company’s admission to the Official List of
the SGX-ST.
(d) Dr David Eu (1) is Richard Eu’s brother and is therefore an associate of a Controlling Shareholder.
He holds indirect interests in our Company through RHPL, Ridalege Investments and Ridalege
HK. He has undertaken to the Manager to maintain effective interest in our Company’s
shareholding for a period of twelve months from the date of our Company’s admission to the
Official List of the SGX-ST.
(e) Helena Eu (1) is Richard Eu’s sister and is therefore an associate of a Controlling Shareholder.
She holds indirect interests in our Company through RHPL, Ridalege Investments and Ridalege
HK. She has undertaken to the Manager to maintain effective interest in our Company’s
shareholding for a period of twelve months from the date of our Company’s admission to the
Official List of the SGX-ST.
(f) Ridalege HK is an associate of Richard Eu and holds 1,175,814 (0.41%) Shares. It has
undertaken to the Manager not to transfer or dispose of the entire or any part of its shareholding
in our Company for a period of six months from the date of our Company’s admission to the
Official List of the SGX-ST, and for a period of six months thereafter, it shall retain at least 50%
of its original aggregate shareholding in our Company.
(g) Ridalege Investments (1) is an associate of Richard Eu and holds 43,816,366 (15.34%) Shares.
It has undertaken to the Manager not to transfer or dispose of the entire or any part of its
shareholding in our Company for a period of six months from the date of our Company’s
admission to the Official List of the SGX-ST, and for a period of six months thereafter, it shall
retain at least 50% of its original aggregate shareholding in our Company.
(h) RHPL (1) is an associate of Richard Eu and holds indirect interest in our Company through
Ridalege Investments. RHPL has undertaken to the Manager to maintain effective interest in
our Company’s shareholding for a period of twelve months from the date of our Company’s
admission to the Official List of the SGX-ST.
(i) Clifford Eu (2) is an executive Director who holds 5% or more of the issued share capital of our
Company. He is also a Controlling Shareholder. He holds 2,595 Shares directly, has a beneficial
interest in 6,750,000 (2.36%) Shares held by OUB Nominees and has indirect interests in our
Company through Euco and Woldseth. In respect of his direct shareholding and the Shares
held by OUB Nominees, Clifford Eu has undertaken to the Manager not to transfer or dispose
of the entire or any part thereof for a period of six months from the date of our Company’s
admission to the Official List of the SGX-ST, and for a period of six months thereafter, he shall
retain at least 50% thereof. In respect of his indirect interests, he has undertaken to maintain
effective interest in our Company’s shareholding for a period of twelve months from the date of
our Company’s admission to the Official List of the SGX-ST.
28

(j) Laurence Eu (2) is a Controlling Shareholder of our Company and an associate of Clifford Eu. He
holds indirect interests in our Company through Euco and Woldseth. Laurence Eu has undertaken
to the Manager to maintain effective interest in our Company’s shareholding for a period of
twelve months from the date of our Company’s admission to the Official List of the SGX-ST.
(k) Victoria Eu (2) is Clifford Eu’s sister and is therefore an associate of a Controlling Shareholder.
She has an indirect interest in our Company through Woldseth. She has undertaken to the
Manager to maintain effective interest in our Company’s shareholding for a period of twelve
months from the date of our Company’s admission to the Official List of the SGX-ST.
(l) Euco (2) is a Controlling Shareholder and an associate of Clifford Eu and Laurence Eu. It holds
directly 61,486,814 (21.52%) Shares directly and has beneficial interest in 2,780,000 (0.97%)
Shares held by OUB Nominees. It has undertaken to the Manager not to transfer or dispose of
the entire or any part of its direct shareholding in our Company and the Shares held by OUB
Nominees for a period of six months from the date of our Company’s admission to the Official
List of the SGX-ST, and for a period of six months thereafter, it shall retain at least 50% of its
original aggregate shareholding in our Company.
(m) Woldseth (2) is an associate of Clifford Eu and Laurence Eu. It holds directly 1,724,600 (0.60%)
Shares. It has undertaken to the Manager not to transfer or dispose of the entire or any part of
its shareholding in our Company for a period of six months from the date of our Company’s
admission to the Official List of the SGX-ST, and for a period of six months thereafter, it shall
retain at least 50% of its original aggregate shareholding in our Company.
Notes:-
(1) Richard Eu, Geoffrey Eu, Dr David Eu and Helena Eu, are shareholders of Ridalege HK and RHPL, an investment
holding company which holds 100% of the shares in Ridalege Investments. Ridalege HK and Ridalege Investments
hold 1,175,814 (0.41%) and 43,816,366 (15.34%) Shares respectively in our Company. Richard Eu, Geoffrey Eu, Dr
David Eu and Helena Eu are deemed to be interested in the Shares held by Ridalege HK and Ridalege Investments.
Geoffrey Eu, Dr David Eu and Helena Eu are siblings of Richard Eu and Dr Richard Eu is their father.
(2) Clifford Eu and Laurence Eu are shareholders of Euco. Clifford Eu, Laurence Eu and Victoria Eu are shareholders of
Woldseth, both of which are investment holding companies of Clifford Eu’s family. Euco holds 61,486,814 (28.71%)
Shares in our Company and Woldseth holds 1,724,600 (0.60%) Shares in our Company. Euco has charged 2,780,000
(0.97%) Shares to OUB in respect of an overdraft facility granted by OUB to Clifford Eu. The legal title to the 2,780,000
Shares have been transferred by Euco to OUB Nominees. Euco is the beneficial owner of the 2,780,000 Shares. Clifford
Eu and Laurence Eu are deemed to be interested in the Shares held by Euco including the 2,780,000 Shares. Clifford
Eu, Laurence Eu and Victoria Eu are deemed to be interested in the Shares held by Woldseth. Laurence Eu and
Victoria Eu are siblings of Clifford Eu. Richard Eu and Clifford Eu have charged 18,340,000 (6.42%) and 6,750,000
(2.36%) Shares respectively to OUB in respect of overdraft facilities granted by OUB to each of Richard Eu and Clifford
Eu. The legal title to the 18,340,000 and 6,750,000 Shares have been transferred to OUB Nominees. Richard Eu and
Clifford Eu are the beneficial owners of the 18,340,000 and 6,750,000 Shares respectively.
RESTRUCTURING EXERCISE
A Restructuring Exercise was carried out to streamline and rationalise our Group structure. A diagram
showing our corporate structure after the Restructuring Exercise and the Invitation is set out on
page 31 of this Prospectus.
Prior to the Restructuring Exercise, the issued and paid-up share capital of EYSI was $10,428,800.90,
comprising 104,288,009 ordinary shares of par value $0.10 each, while the issued and paid-up
share capital of Essence was HK$132,482,536.00, comprising 132,482,536 ordinary shares of par
value HK$1.00 each. EYSI held 2,011,784 ordinary shares of par value HK$1.00 each in Essence
prior to the Restructuring Exercise.
29

Pursuant to the Restructuring Exercise, the following transactions were effected:-
(1) By an agreement dated 28 February 2000, Asian MBO Fund disposed of all its shareholding in
Essence and EYSI in the following manner:-
(a) Essence repurchased an aggregate of 66,666,667 of its own shares of par value HK$1.00
each from all its shareholders (save for EYSI) at a total consideration of HK$80,000,000;
and
(b) Asian MBO Fund sold:-
(i) to all the other shareholders of Essence (save for EYSI) all its remaining shares in
Essence comprising 9,194,998 shares of par value HK$1.00 each at a total consideration
of HK$11,033,997.60; and
(ii) to all the other shareholders of EYSI all its shares in EYSI comprising 32,426,905
ordinary shares of par value S$0.10 each at a total consideration of S$17,319,240.
The considerations set out above were on a willing buyer and willing seller basis.
(2) Richard Eu and Clifford Eu then sold an aggregate of 4,739,897 of ordinary shares of par value
HK$1.00 each in Essence and 7,747,378 ordinary shares of $0.10 each in EYSI to Universal
International Investment Limited (a company which is wholly-owned by Yeh Chung Woo David,
an independent Director), employees of the Group and/or their immediate family members and
independent third parties for a total consideration of $5,648,788 which represented the
consideration paid by Richard Eu and Clifford Eu to Asian MBO Fund for the relevant shares
plus interest and transaction costs.
(3) On 1 June 2000 EYS Ventures issued 1,998 additional ordinary shares of par value $1.00 each
to EYSS at par for cash to increase its paid-up share capital to $2,000.
(4) By an agreement dated 5 June 2000, EYSS acquired the remaining two ordinary shares of par
value $1.00 each in EYS Ventures from Richard Eu and Clifford Eu, being the remaining
shareholders of EYS Ventures, at $22 per ordinary share for cash. The consideration for the
acquisition of the shares of EYS Ventures was based on its adjusted NTA of $44,780 as at 29
February 2000, after taking into account paragraph 3 above.
(5) By an agreement dated 3 July 2000, EYSI acquired 63,804,085 ordinary shares of HK$1.00
each in Essence from the other shareholders of Essence. The consideration for the 63,804,085
ordinary shares of Essence was satisfied by an issue of 2,798,570 new ordinary shares of
$0.10 each at par to the other shareholders of Essence, based on the total NTA of Essence of
HK$1,303,545 as at 29 February 2000 and taking into account the 2,011,784 ordinary shares
of Essence already held by EYSI.
(6) On 10 July 2000, Essence was put into members’ voluntary liquidation, which is expected to be
completed after the admission of our Company to the Official List of the SGX-ST, and the
assets of Essence, including 183,017,105 shares of its wholly-owned subsidiary EYSHK, will
be distributed in specie to EYSI as its holding company.
Upon completion of the aforesaid Restructuring Exercise, EYSHK and EYS Ventures became or
would become wholly-owned subsidiaries of EYSI and the resultant issued and paid-up share capital
of EYSI increased from $10,428,800.90 comprising 104,288,009 shares to $10,708,657.90 comprising
107,086,579 shares of par value $0.10 each.
30

GROUP STRUCTURE
The structure of our Group is set out below:-
EYSI
Singapore Malaysia Hong Kong
100% 100% 100% 100% 100% 100% 25%* 100% 100%
EYS
Corporation
EYSHK
Degree
Achievement
Weng Li
EYS
Heritage
EYS
Eu Realty EYSS
Marketing
EYS 1959
31
45%***
50%**
100%
ONP Asia
Yin Yang
Spa
EYS
Ventures
100%
100%
100%
100%
100%
Synco
Top Lot
EYS
China
EYS
Export
EYS
Properties
* The remaining 75% is held by Laurence Eu (37.5%)
and Winston Eu (37.5%)
** The remaining 50% is held by Renewal International
Pte Ltd
*** Refer to the details on page 47 of this Prospectus

THE TCM INDUSTRY
General Background
Traditional Chinese medicine (“TCM”) is the expression used to describe the body of knowledge of
the medicinal qualities of plants and animal extracts that has been handed down over 4,000 years
in China. Its fundamental tenet is that the body, like the universe itself, ought to have a balance of
yin (femininity, darkness, cold and water) and yang (masculinity, sun, heat and fire). Each individual
is dominated by one of these qualities, and ought to eat and drink chiefly those things that help to
maintain a balance. It is believed that when the yin and yang of the body are not in equilibrium,
illness or poor health results, and the consumption of certain TCM products can help to restore the
balance.
TCM is not the earliest recorded system of medicine, those of the Egyptians and Babylonians predate
it by a thousand years. However, TCM is known to be the oldest continuous medical tradition, and
organised written collection of preparations survives from as early as the seventh century BC. It is
likely that TCM started through a process of experimentation on the medicinal qualities of plants and
parts of animals. The knowledge so developed was supplemented by borrowing from Indian Ayurvedic
medicine, and attempts to compile an authoritative and comprehensive record of all known TCM
preparations were made as early as the second century BC. Its pre-eminence as a medical tradition
in China was later challenged by western medicine, particularly during the late Qing dynasty, and
during the Chinese revolution. Upon the establishment of the PRC in 1949, TCM was given official
recognition, and is today an integral part of the public healthcare system of China.
The recipes and the proportions of ingredients used in TCM products have been handed down for
centuries and many products treat the same conditions. In an industry with few technical barriers to
entry, use of inferior or fake ingredients and product adulteration is prevalent. What distinguishes
one TCM company from another is its reputation, quality of its products, and quality control measures
taken to prevent the adulteration of its products from potentially harmful elements.
TCM Market in Asia
Based on the common knowledge of our Directors, China is known to be the largest TCM producer
and market in the world, where TCM forms an integral part of the public healthcare system and is
dispensed in both public hospitals as well as private clinics.
Countries in Asia, outside China, with large Chinese populations like Hong Kong, Singapore and
Malaysia, are also important TCM markets. For example, the Hong Kong Standard dated 3 July
1999 reported a telephone survey conducted by the Federation of Trade Unions in June 1999 which
showed that in Hong Kong approximately 47% of respondents would consult both TCM practitioners
and doctors of western medicine when they were ill.
TCM products are sold primarily through medical halls, which are typically small family-owned stores.
These medical halls fill prescriptions issued by TCM practitioners, as well as advise customers on
their requirements. The industry is highly fragmented. For example, in Hong Kong it is estimated that
there are approximately 800 medical halls and 80 TCM processing and manufacturing companies.
Most of these companies are either TCM retailers or TCM manufacturers, and only a few of them
are engaged in both manufacturing and retailing activities like our Group. In addition, as a result of
the highly fragmented industry, not many companies have brand names which are known outside
their home markets.
TCM Product Segments
The TCM market consists of three principal product segments, namely, raw herbs and herbal
preparations, Chinese proprietary medicine (“CPM”) and packaged food products.
32

Raw Herbs and Herbal Preparations
Herbs can be consumed either on their own or in combination. Herbs are the principal ingredients in
prescriptions by TCM doctors. These products are sold mainly through medical halls.
The raw herbs market is highly fragmented, with numerous retail outlets offering similar products.
The prices of these products also vary greatly, depending on the quality of the herbs offered. For
example, the price of a 100g of raw ginseng may range from US$10 to US$100,000.
We offer over 800 different types of Chinese herbs and other medicinal products in our retail outlets
which we believe is the widest offering by any TCM retailer in Hong Kong, Singapore and Malaysia.
CPM
Also known as “patent” or “proprietary” medicines, there is a variety of TCM products which include
certain infant formulations, “well woman” products and other products which are used to treat common
ailments, like cold remedies and sleep remedies. These products are commonly sold through medical
halls, and are also available on open counter displays in drug stores and supermarkets.
Our flagship TCM products are Bak Foong Pill (a “well woman” product) and Bo Ying Compound (a
product for infants). We manufacture more than 50 different types of powder, pill and capsule products
under our Eu Yan Sang brand name.
Packaged Food Products
Packaged food products include soups and other dietary supplements, such as chicken essence and
bottled birds’ nest, which can be a mix between TCM and regular food products. The market for
packaged food products is also highly fragmented as there is a wide variety of such products in the
market. For example, traditional chicken essence can be varied with the addition of supplemental
TCM like ginseng and cordyceps.
Many of our Eu Yan Sang brand packaged food products, such as bottled birds’ nest, chicken essence,
herbal jellies, herbal candies and ginseng wines, are produced by our subcontractors. They are then
sold in our retail outlets and other distribution channels including drug stores and supermarket chains.
Regulation of the TCM Market
The degree of regulation of the TCM market varies from country to country. A brief background of
the TCM regulations in our key markets is summarised below:-
China
The sale and manufacture of TCM products are strictly regulated. No patented TCM product may be
sold or advertised unless it has previously been registered with the Ministry of Public Health. The
registration process of a TCM product involves a comprehensive testing of ingredients and toxicity,
as well as clinical trials to evaluate efficacy. In addition, the manufacturing process of a TCM product
must conform to GMP standards of the PRC.
Our Eu Yan Sang products have been available for generations in the PRC, especially in southern
China. In August 1998, we obtained registration approvals from the PRC authorities for the sale of
two of our flagship products, namely, Bak Foong Pill and Bo Ying Compound. These products were
subjected to laboratory tests and clinical trials by the PRC authorities and were concluded to be safe
and effective for the purposes for which they are proposed to be administered.
33

Hong Kong
The TCM market in Hong Kong is less regulated. Until recently, there were only incidental controls
under the Public Health and Municipal Services Ordinance on labelling and fitness for consumption.
However, Hong Kong is now moving towards a more regulated TCM market. The Chinese Medicine
Bill, which provides a regulatory framework for the practice, use, manufacture and trading of TCM in
Hong Kong, was passed by the Legislative Council in July 1999. The system of control, which is
expected to be implemented in phases commencing in the year 2000, will include the licensing of
manufacturers, wholesalers and retailers of TCM and the registration of patented Chinese medicines.
In future, the premises of manufacturers and dealers of TCM will be inspected regularly by government
officials from the Department of Health to ensure that practices comply with set standards and TCM
products are of the desired safety, quality and efficacy.
We welcome the establishment of the proposed regulatory framework as it will help reinforce public
confidence in the use of TCM. We do not anticipate that we will have any problem with such
compliance.
Singapore
In Singapore, the Ministry of Health (“MOH”) has released a publication “A guide on the control of
Chinese Proprietary Medicine”, which aims to safeguard public health and improve public confidence
on CPM sold in Singapore.
A series of regulations on CPM has been established under the Medicine Act, including Orders on
“Traditional Medicine”, “Chinese Proprietary Medicine” and “Labelling of Chinese Proprietary Medicine”.
Essentially, CPM dealers and manufacturers will be required to obtain relevant licences for import,
wholesale, manufacture and assembling of CPM and will be allowed to deal in approved products
only. These products must comply with limits on microbial and toxic heavy metal contents and labelling
requirements.
Registration of TCM products in Singapore is to be implemented in phases. We have obtained all
necessary registration licences under Phrase One (all tablet or capsule products) of the registration
process, which was effective as of September 1999. Phase Two (including all liquid products) and
Phase Three (TCM in any dosage form) of the registration process are to be completed by
1 September 2000 and 1 September 2001 respectively. We do not anticipate that we will have any
problem complying with the above.
Malaysia
Malaysia has regulations that require all TCM products sold in the country to be registered and
manufactured in compliance with Malaysian GMP standards for TCM. Registration of TCM products
started in January 1992.
TCM manufacturers in Malaysia are subjected to periodic inspection from the Ministry of Health to
ensure that GMP standards are complied with at all times. Presently, TCM products in Malaysia are
primarily tested for disintegration, toxic heavy metals and microbial contamination.
The premises for manufacturing should be of suitable size, design, construction and location to
facilitate proper operation, cleaning and maintenance. The individual working areas must be adequate
to minimise any risk of confusion, cross contamination and other mistakes that could adversely
affect the quality of the products.
34

HISTORY
The origins of Eu Yan Sang began with Mr Eu Kong. Mr Eu Kong left his hometown in Foshan, a
village in southern China, in the early 1870s to seek his fortune in what is today known as Malaysia.
It was in Gopeng, a tin mining town in the state of Perak, Malaysia where he saw mineworkers
suffering from the clutches of opium. The workers had taken to opium to alleviate the pain and
hardship of the tough physical work and deplorable living conditions. Realising that these workers
were fast losing their health, Mr Eu Kong imported Chinese herbs and medicines and advised them
on how to care for their health. On 23 July 1879, the business of Eu Yan Sang was founded, a small
shop selling Chinese herbs and medicines. The word “Yan” means “benevolent, kind or humane”
while “Sang” means “birth, life, livelihood or living”. To us, the phrase “Yan Sang” means “caring for
mankind”. Eu Yan Sang soon earned a reputation for its quality TCM products and was subsequently
entrusted with letters (and later money) by Chinese mineworkers to be sent back to their homeland
in China.
The business of Eu Yan Sang was then passed down from Mr Eu Kong to his son, Mr Eu Tong Sen.
Mr Eu Tong Sen quickly expanded the business of Eu Yan Sang to other parts of Malaysia and to
Singapore, Hong Kong and China. Besides upholding his father’s pledge to provide only the highest
quality Chinese herbs and medicines, Eu Tong Sen also became prominent in the mining, rubber
and banking industries. By the time of his death in 1941, the Eu family was known to be one of the
most successful in Southeast Asia.
Following the demise of Mr Eu Tong Sen, the ownership of the TCM business was eventually divided
among different members of the Eu family. The business in Singapore and Malaysia also became
active in property investment and development, and was listed on the then Stock Exchange of
Singapore Limited in 1973 under Eu Yan Sang Holdings Ltd. In 1990, Eu Yan Sang Holdings Ltd
was acquired, along with its property portfolio, by the Lum Chang group, and Eu Yan Sang Holdings
Ltd was subsequently renamed LC Development Ltd. Three years later, in 1993, certain members of
the Eu family acquired the TCM business operations and the accompanying retail premises from LC
Development Ltd. Meanwhile, the TCM business in Hong Kong under EYSHK was run and owned
by other members of the Eu family. EYSHK was subsequently listed on the Stock Exchange of Hong
Kong (“HKSE”) in 1992. In 1993, EYSHK ventured into the manufacture and distribution of ethical
drugs following its acquisition of Synco in Hong Kong.
In early 1997, an investment group, comprising the current management of EYSI and Asian MBO
Fund, successfully completed a take-over of EYSHK which resulted in EYSHK being delisted from
HKSE. The TCM business of Eu Yan Sang was, for the first time after more than 50 years, under a
common ownership and management.
As we began to refocus on our core TCM business, surplus investment properties were sold and
significant improvements were made to our operations and management style. In particular, we took
steps to expand our retail presence, modernise our production facilities, standardise products, centralise
raw materials procurement, modernise products and store formats, and widen our distribution channels
to include non-traditional outlets, such as drug stores and supermarkets. Leveraging on our established
household name, we also expanded our product range to include herbal health products. A modern
corporate image, new product packaging and positioning were adopted in line with the concept of a
healthy lifestyle. In Malaysia, we have achieved Malaysian GMP for the manufacture of TCM and in
Hong Kong, we have adhered to good manufacturing practices.
In 1998, our flagship products, Bak Foong Pill and Bo Ying Compound, were approved by the PRC’s
Ministry of Public Health for sale in China. This is a significant milestone for us as China is believed
to be the world’s largest TCM market. In the same year, we expanded our marketing efforts to new
overseas markets, including North America and western Europe. Shipments to these markets have
since increased and today, our products can be found in many countries around the world.
In 1999, we celebrated the 120 th anniversary of our founding and introduced a new corporate identity
to signify our move into the next millennium.
35

As part of the Restructuring Exercise described on pages 29 and 30 of this Prospectus, Asian MBO
Fund disposed of its entire shareholding interests in our Group and the Eu family members increased
their shareholdings in our Company to approximately 80%.
Today, we are a recognised and established TCM retailer, wholesaler and manufacturer in Asia,
steered by a modern and professionally forward-looking management team. Eu Yan Sang products
are presently available through our 52 retail outlets located in Hong Kong, Singapore and Malaysia,
and through more than 2,000 wholesalers, medical halls, supermarket and drug store chains. For
FY1999, Hong Kong accounted for approximately 57% of the our total sales while Singapore and
Malaysia accounted for approximately 23% and 20% respectively. We currently offer more than 150
TCM products under our Eu Yan Sang brand name. Our Directors believe that we are one of the
largest TCM manufacturers and retailers in Asia.
BUSINESS
We are engaged principally in the retail, wholesale and manufacture of TCM products under our “Eu
Yan Sang” brand name. We also sell and manufacture ethical drugs in Hong Kong. Our peak season
is during the run-up to the Lunar New Year.
Retail
As at the date of this Prospectus, we have a total of 52 retail outlets, of which 17 are in Hong Kong,
13 in Singapore and 22 in Malaysia. Our flagship stores are generally located in downtown areas
and have many years of historical presence. Others include stores located in shopping centres,
shophouses and counters within supermarket and drug store chains. Store sizes range from 180 sq.
ft to 2,900 sq. ft. Some retail outlets in Malaysia also offer the services of a Chinese physician.
Of the 52 retail outlets, 10 are owned by us while the rest are leased from third parties. The leases
of these rented premises are normally on a fixed rental basis, while a smaller proportion of these
leases are based on a percentage of the sales subject to a certain minimum rental amount. The
leases of the above retail outlets are usually for a period of two to three years with an option to
renew for a further two to three-year period.
The range of products offered at each retail outlet may vary but all outlets carry the full range of the
core Eu Yan Sang products.
The number of our retail outlets has grown over the last three years, especially in Hong Kong. The
breakdown of our retail outlets in our three main geographical markets is set out in the table below:-
As at As at As at As at
June 1997 June 1998 June 1999 the date of
this Prospectus
Hong Kong 5 12 15 17
Singapore 8 9 11 13
Malaysia 16 18 17 22
Total 29 39 43 52
36

Wholesale
Our more popular Eu Yan Sang brand products, like Bak Foong Pill, Bo Ying Compound, herbal
candies and packaged food products, are sold through wholesalers, supermarket and drug store
chains, in addition to being sold in our retail outlets. Other wholesale distribution channels include
traditional medical halls and provision shops.
In Hong Kong, we have distribution arrangements with chain stores like Mannings, Wellcome, Watson’s
and Park n Shop to promote our products. In Malaysia, where the concentration of wholesalers are
more spread out geographically, we distribute our products through our regional distribution centres
in Penang, Ipoh and the Klang Valley. Each of these regional distribution centres is managed by a
regional centre manager who is responsible for the distribution of the products to our various wholesale
customers such as Jaya Jusco, Wellsave, Makro and Parkson’s. In Singapore, our wholesale business
is small.
Our wholesale customers are billed upon the delivery or shipment of goods to them. Credit payment
terms range from 30 days to 90 days. Our experience in the collection of trade debtors has been
good with debtors’ turnover ranging from 51 to 56 days over the last two years from FY1998 to
FY1999.
Manufacturing
Our manufacturing activities are mainly carried out at our two factories, one in Chai Wan in Hong
Kong, and the other in Cheras, Kuala Lumpur, Malaysia. These two factories manufacture our main
Eu Yan Sang brand products like Bak Foong Pill, Bo Ying Compound and other herbal pill and
capsule products, as well as package certain other products like herbal soups and tonic teas. The
manufacture of other packaged food products, like bottled birds’ nest, chicken essence, herbal jellies,
herbal candies and ginseng wines, is sub-contracted to third parties.
Our Malaysian manufacturing operation moved into our present factory, with a total floor area of
approximately 11,000 sq. ft, in Cheras in 1997. The above factory is equipped with modern and
automated machinery and complies with the relevant GMP regulations in Malaysia for TCM. Our
Malaysian operation also has a packing facility in the vicinity for other Eu Yan Sang food products
like herbal soup preparations and teas.
Our Hong Kong factory has an approximate total floor area of 40,000 sq. ft, approximately 20,000
sq. ft of which is utilised for the manufacture of our TCM products while the remaining floor space is
utilised for the manufacture of ethical drugs. Most of the raw materials and ingredients used by us
in the manufacturing and packaging process of our TCM products are sourced locally from the
respective suppliers in Hong Kong, Singapore and Malaysia. As part of our strategy in maintaining
the quality of our products, we purchase raw materials directly from suppliers in China and the USA
which includes bulk purchases of certain high priced herbs, such as wild ginseng and cordyceps. We
source from more than 100 suppliers to obtain competitive prices for our raw material requirements
and to avoid reliance on any supplier. Thus far, we have not experienced any serious difficulties in
sourcing raw materials of suitable quality at market prices. Except for bulk purchases, which are
mainly on letter of credit terms, most purchases from suppliers are on open account, with credit
payment terms ranging from 30 days to 90 days. In preparation for the Hong Kong SAR (Special
Administrative Region) government’s requirement to meet GMP Standards by 2002, we intend to
make additional investment to upgrade our TCM facilities amounting to approximately $2.0 million.
The manufacture and distribution of the ethical drugs is carried out by Synco. The ethical drugs
manufactured by Synco are sold mainly to hospitals and dispensaries in Hong Kong, of which
approximately 30% are to the Hong Kong government.
37

As a manufacturer of ethical drugs, Synco is required by the Pharmacy and Poisons Board of Hong
Kong to maintain a GMP licence. Synco was first issued a GMP licence in 1989 and has maintained
its registration since that date. In 1995, the Pharmacy and Poisons Board of Hong Kong announced
the requirement of new GMP standards which will be applicable to factories manufacturing ethical
drugs in Hong Kong. The new GMP standards are expected to be implemented by 2002 in three
phases which include company policy and procedures (Phase 1), documentation and training (Phase
2) and infrastructure (Phase 3). Synco has completed Phase 1 and is in the process of complying
with Phase 2. Along with other local manufacturers, Synco will continue to assess the possible costs
of implementing Phase 3 in the time frame envisaged by the regulations, and will evaluate its likely
benefits and possible costs. In addition, Synco will continue to discuss with the Pharmacy and
Poisons Board of Hong Kong on the most appropriate option for local manufacturers to comply with
Phase 3, which would require significant additional investment commitment without any assurance of
increased sales. If Phase 3 is implemented, we will be required to make additional investment in
fixed assets amounting to approximately $1.5 million, although the timing of such investments is
currently uncertain. We will continue to monitor and evaluate our options, which may range from the
additional investment commitment in Synco to the disposal of the entire business of Synco.
MANUFACTURING PROCESS
In both of our factories in Hong Kong and Malaysia, we have two main production divisions, namely,
the herb preparation division and the CPM division. The herb preparation division processes herbs
for sale in our retail outlets. The CPM division is responsible for the production of various powder,
pill and capsule products.
The following is a description of the production steps adopted by these two divisions which are
outlined in diagrams 1 and 2.
Herb Preparation Division
The herbs purchased by us are mainly in unprocessed form. Depending on the variety of the herbs,
different methods of processing are required, which may involve cleaning, cutting, processing, drying
and grading. These processes are carried out to preserve the herbs, extract their active ingredients
and prepare the herbs in a form ready for consumption. After processing, the herbs are packed and
stored.
(1) Cleaning
Dirt, impurities and parts without medicinal benefits are first removed from the raw herbs. The
herbs are then washed thoroughly to remove any remaining dirt and dust.
(2) Cutting
Cutting includes the chopping, peeling, trimming and/or slicing of the cleaned herbs. Peeling is
the process of taking off the skin (outer layer) of the herbs and trimming is the process of
removing the unnecessary parts of the herbs. Slicing refers to the cutting of the herbs into thin,
wide and flat pieces for retail purposes. Generally, slicing is a craft performed only by our
experienced staff.
(3) Processing
Processing involves smoking, steaming, boiling, double-boiling and/or frying of the herbs.
Depending on the herbs, different processing methods are used. Ingredients such as wine,
salt, honey, ginger juice and/or liquorice juice may be added to extract the active ingredients
from the herbs and remove toxic elements.
(4) Drying
After processing, the herbs are dried in electric ovens. The herbs must be thoroughly dried to
preserve shelf life.
38

(5) Grading
Grading is the final step. The processed herbs are sorted into various grades and packed.
CPM Division
The CPM division is responsible for the various powder, capsule as well as pill production which is
divided into the following two stages:-
(1) Stage 1
Stage 1 is powder processing whereby herb mixtures in raw forms are processed into powder.
Conversion into powder involves the following steps, namely, weighing, washing, mixing,
steaming, drying, grinding and sieving.
(a) Weighing
After receiving the raw herbs from the warehouse, they are identified and weighed in
accordance with prescribed formulas to form a manufacturing batch.
(b) Washing
The batch is washed to remove dirt and impurities.
(c) Mixing
The batch is mixed by the electric mixer.
(d) Steaming
The mixture is steamed by pressure cookers to release the active ingredients.
(e) Drying
The herbs are dried by tunnel dryers or ovens.
(f) Grinding
The dried herb mixture is then ground into powder.
(g) Sieving
(2) Stage 2
The powdered herb mixture is then sieved to obtain powder of the required fineness.
The processed powders could be sold in its powder form as finished products or used for the
production of capsules or pills. The relevant processes are as follows:-
Powder
(h) Filling
The processed powder is weighed and filled into tubes, capped immediately and labelled
through an automated process.
(i) Packing
Batch numbers, manufacturing dates and/or expiry dates are applied onto the labelled
tubes and the boxes into which the tubes are packed.
39

Capsules
(h) Filling
The processed powder is filled into capsules through a semi-automated process.
(i) Packing
Pills
The capsules are then counted and filled into containers which are labelled. Batch numbers,
manufacturing dates and/or expiry dates are applied onto the labelled containers and the
boxes into which the containers are packed.
The manufacturing process for pill products consists of weighing, mixing, pill-making, sieving,
drying and packing.
(h) Weighing
The processed powder and honey are weighed to form the manufacturing batch.
(i) Mixing
The batch is mixed together by automatic mixers.
(j) Pill-making
The mixture is then fed into pill-making machines to form the pills.
(k) Sieving
An automatic sieving machine sieves all the pills to get uniform-sized pills.
(l) Drying
The pills are later dried in electric ovens.
(m) Packing
The pills are then weighed and filled into sachets or plastic containers and packed in a
variety of plastic or paper boxes. Batch numbers, manufacturing dates and/or the expiry
dates are applied onto the sachets, plastic containers and plastic or paper boxes.
40

The manufacturing process flowchart for herb preparation is diagrammatically depicted as follows:-
DIAGRAM 1
HERB PREPARATION DIVISION
Raw Materials
▼
Herb Preparation
Includes:-
• Cleaning
• Cutting
• Processing
• Drying
• Grading
▼
Processed Herbs
Warehouse
41

The manufacturing process flowchart for CPM is diagrammatically depicted as follows:-
DIAGRAM 2
CPM DIVISION
Throughout the whole manufacturing process, quality control checks are incorporated into each step
to ensure compliance with required specifications.
QUALITY CONTROL
Pills
• Weighing
• Mixing
• Pill-making
• Sieving
• Drying
• Packing
Herb Preparation and CPM Manufacturing
Raw Materials
Stage 1
▼
Powder Processing
Includes:-
• Weighing
• Washing
• Mixing
• Steaming
• Drying
• Grinding
• Sieving
Stage 2
▼ ▼
▼
Powder
• Filling
• Packing
Finished Goods Warehouse
Our corporate policy is to produce and supply the public with high quality herbs and herbal products
that are safe and effective for improving general health and therapeutic purposes. Emphasis has
therefore been placed on assuring high standards of both product and service throughout our 120
years of business in the industry. To ensure that quality is built into the products, we carry out quality
control at every stage of the manufacturing process to comply with GMP standards where applicable.
Our manufacturing standards have benefited from the ownership of Synco. Synco is a manufacturer
of ethical drugs in Hong Kong, and one of the few local manufacturers in Hong Kong with GMP
certification.
42
Capsules
• Filling
• Packing
▼ ▼
▼

Our quality control measures begin with the selection and purchase of raw materials (active and
packaging materials) by qualified staff. Raw materials are purchased from suppliers or sources
specified in the relevant specification. Upon receipt, the materials are checked to ensure that the
consignment corresponds to the order. For active materials such as raw herbs, identification tests
are carried out in the form of physical examinations for correct appearance, colour, odour and texture.
A chromatographic identification test is performed when necessary. For certain herbal raw materials,
tests for heavy metals and microbial contaminations within appropriate limits are carried out.
In the manufacturing process, materials are dispensed only by designated persons, following a written
procedure, to ensure that the correct materials are accurately weighed and/or measured. At every
stage of the process, in-process quality checks are carried out to ensure that the quality of the
product conforms to specifications. Production staff undergo quality assurance training to maintain a
high standard in the manufacturing process.
At the completion of each lot of a final product, the final package containers are inspected for
appearance, uniformity, cleanliness, integrity and correct labelling. Further samples are taken for
final quality acceptance and to check for microbial or heavy metal contamination. Random checks
are also performed to ensure that the batch numbers, manufacturing dates and expiry dates are
correct and all cartons are properly labelled.
Products which fail to meet the established specifications or any other relevant quality criteria are
rejected.
PRODUCTION CAPACITY AND UTILISATION
Our production capacity is organised around the different types of product for CPM and ethical
drugs. Each product form consists of many processes and sub-processes in order to produce the
final form. These processes may consist of both manual, semi-automatic and fully automated
operations.
The annual capacity for each product based on our current product mix, existing machinery, floor
space and a single 8-hour shift is as follows:–
Unit of Approximate
Product Type Product Form Measure Annual Capacity
CPM Pills Doses 5.3 million
Powder Doses 11.7 million
Capsules Pieces 5.2 million
Ethical Drugs Tablets Pieces 681.7 million
Capsules Pieces 53.4 million
Liquids Litres 0.7 million
Creams Tons 12.4
Over the last three years, we expanded our CPM production capacity substantially. In 1997, a new
CPM factory was established in Cheras, Kuala Lumpur, Malaysia. Prior to the establishment of the
Cheras factory in 1997, we did not manufacture any of Eu Yan Sang’s major pill and powder products
in Malaysia. Products such as Bak Foong Pill and Bo Ying Compound were manufactured in the
Hong Kong factory and shipped to Singapore and Malaysia.
In 1997 and 1998, our Chai Wan factory in Hong Kong was expanded with the purchase of new
machinery and additional space. Our Directors believe that overall, our CPM production capacity
expanded by approximately 70% over the period.
43

Our Directors believe that the utilisation rates of our CPM and ethical drugs manufacturing facilities
for the last two years, FY1998 and FY1999, were as set out below:-
Utilisation Rates
FY1998 FY1999
CPM 66% 47%
Ethical Drugs 79% 64%
The completion of the Weng Li’s GMP factory in Cheras as well as the expansion of our Hong Kong
factory in 1998 led to an increase in production capacities. This reason, coupled with the general fall
in sales during the Asian economic crisis, led to the decrease in the utilisation rates for both CPM
and ethical drugs. Our customers tend to reduce consumption or substitute our products with lower
priced alternatives during periods of economic difficulty, thus resulting in a fall in our sales during
such times.
MARKETING AND PROMOTION
Our advertising and promotion efforts are carried out by teams of executives in each of its main
geographical markets, comprising 2 officers in Hong Kong, 3 officers in Singapore and 4 officers in
Malaysia.
We promote our products through public media, including television, radio and newspapers, educational
literature, quarterly newsletters and sponsorships of seminars. The average advertising and promotion
costs incurred by us over the last two years, FY1998 and FY1999, amounted to approximately
S$3.0 million per annum.
We have a VIP card scheme to retain and promote repeat purchases from retail customers. The VIP
cardholders are generally entitled to a 5% discount on their purchases from our retail outlets. The
discount card is valid for a one-year period and is renewable for another year upon achieving a
certain minimum purchase amount. Presently, we have approximately 50,000 VIP cardholders.
Over 1,000,000 customers purchased products from our retail stores in FY1999. As a significant part
of our business is in retail, it is difficult to account for the number of repeat customers.
We seek to open new retail outlets in strategic locations in our established markets and possible
openings of retail outlets in new markets, particularly in locations with large Chinese populations,
where the demand for TCM is high.
TRADE MARKS
Save as disclosed below, we do not use or own any other trade marks, patents or intellectual
property rights which are material to our business.
As at 5 July 2000, the main trade marks for our products in respect of which our Company, EYSHK
or Synco are registered proprietors in the respective territories are as follows:-
Trade Mark Territories
Biomer Biomer Hong Kong and UK
Australia, Canada, China, Hong Kong
(class 5), Indonesia, Japan, Macau
Champion Cup Device (class 42), New Zealand, Singapore,
Taiwan, Thailand, UK and Vietnam
44

Trade Mark Territories
Champion Cup Label Australia, Brunei, China, Hong Kong,
the Philippines, Taiwan and UK
Eu Yan Sang in Chinese Characters Cambodia, China (class 40), Japan and
Vietnam
Eu Yan Sang Champion Cup Malaysia and Sabah
Eu Yan Sang Champion Cup Label Singapore
with Chinese Characters
Australia, Cambodia, China (class 5),
Eu Yan Sang (new company’s logo) Japan, New Zealand, Singapore (class
5), Taiwan (class 5) and UK
EYS Device China and Macau
Family Love Family Love Hong Kong
Family Love in Chinese Characters Hong Kong
Hou Ning in English and Chinese Hong Kong, Japan and Taiwan
Characters
As at 5 July 2000, the main trade marks for our products in respect of which applications for registration
are pending are as follows:-
Trade Mark Territories
Biomer Biomer Malaysia and Singapore
Hong Kong (classes 29 and 42),
Champion Cup Device Macau (class 5), Malaysia, the
Philippines and the USA
Brunei, Canada, China (classes 29 and
35), Hong Kong, Indonesia, Macau,
Eu Yan Sang (new company’s logo) Malaysia, the Philippines, Singapore
(class 35), Taiwan (class 29), Thailand
and the USA
Eu Yan Sang in Chinese Characters China (classes 5, 29 and 35)
Family Love Family Love Malaysia and Singapore
Family Love in Chinese Characters Malaysia and Singapore
Family Love and Chinese Characters Hong Kong, Malaysia and Singapore
and Mascot Device
45

Trade Mark Territories
Hou Ning in English and Chinese
Characters
46
China, Malaysia and Singapore
Pronature and Chinese Characters Hong Kong, Malaysia, Singapore and
and Device Taiwan
Synco and Device Singapore and UK
Synco and Device with the characters
GMP Pharmaceutical Manufacturer
Synco (H.K.) Limited The Philippines
Hong Kong and the Philippines
Vital and Device Malaysia and Singapore
Zing and Device
NEW ACTIVITIES AND SERVICES
Internet
Hong Kong, Malaysia, Singapore and
UK
We believe that, over time, the Internet will have a profound effect on the healthcare market in Asia,
including the TCM industry. To enhance our competitive position as one of the largest TCM retailers
and manufacturers in Asia, we are determined to keep abreast with the latest developments in the
Internet industry and to use the Internet as a medium to develop our brand name, and expand our
distribution of products and TCM content.
(1) Online healthcare retailers
We have also entered into non-exclusive distribution agreements with several online retailers
(“e-tailers”). These e-tailers typically provide localised healthcare content to attract a community
of health conscious consumers. Visitors to the sites are offered a range of healthcare products
for purchase online. Currently, our products are available for sale at the following sites of etailers:-
(a) www.neucor.com;
(b) www.ezyhealth.com;
(c) www.chinese88.com/commerce/herb; and
(d) www.asianshop.com.sg
We sell products to the e-tailers at a discount to the list price. Fulfilment is carried out by the
e-tailers or their appointed delivery agents.
(2) etcmherbs.com
In December 1999, we set up our first cybershop on our Internet website at www.etcmherbs.com.
Customers worldwide can now make purchases of our products through the ease and
convenience of the Internet. Items purchased are delivered through our appointed delivery
agents such as UPS and Singapore Post. Payments for these purchases are settled through
credit cards.
In the 8 months ended 29 February 2000, our sales through our cybershop and e-tailers accounted
for less than 1% of our total turnover during that period as our online distribution channels have only
recently been established.

Oxford Natural Products plc
Oxford Natural Products plc (“ONP”) is a pharmaceutical, nutraceutical and technology development
company. It has developed a combination technology to provide the required standardisation in the
areas of plant science, chemistry and biology (Total Quality Profiling or TQP technology). The
TQP technology finds application in the validation of all types of plant-derived preparation from
herbal products to licensed phytopharmaceutical (1) products including the multi-component mixtures
found in TCM.
We have signed a subscription agreement dated 9 March 2000 (“Subscription Agreement”) to subscribe
for shares in ONP Asia which is a subsidiary of ONP. ONP Asia was established to develop and
market new pharmaceutical and nutraceutical products emerging from the application of the technology
of TQP throughout Asia and has plans to set up a laboratory in Singapore for this purpose. It is
estimated that the start-up costs for the laboratory would be in the region of US$1 million and
operations are expected to commence by the first half of 2001.
Pursuant to the Subscription Agreement EYSI has subscribed for 82 new ordinary shares (“ONP
Shares”) in ONP Asia (which is approximately 45% of ONP Asia’s issued and paid-up share capital
of $182) for an aggregate subscription price of $4,299,998 (“Subscription Price”). Payment of 50% of
the Subscription Price has been made and the ONP Shares were issued and allotted to EYSI on 31
March 2000. The balance 50% of the Subscription Price will be paid to ONP within 6 months of the
date of the Subscription Agreement. In accordance with the terms of the Subscription Agreement we
may be granting call options (“Options”) to two independent investors whereby each of the investors
would be entitled to purchase from us 18 ordinary shares in ONP Asia (“Option Shares”) amounting
to 9.89% of the issued and paid-up share capital of ONP Asia. The purchase price per Option Share
will be equivalent to our Subscription Price per share plus interest thereon at a rate of 6% per
annum. The Options are to be exercised on or before 30 September 2000, failing which the Options
will lapse. Depending on our final shareholdings in ONP Asia, the total investment by our Group will
be in the range of approximately $2.41 million to $4.30 million.
Yin Yang Spa Pte Ltd
Witnessing an increase in professional spa companies and the predominance of western spa products
and treatments, we feel that there is market potential for the development of TCM based herbal spa
products.
In March 2000, we entered into a joint venture agreement with Renewal International Pte Ltd (“RIPL”)
to develop, manufacture and distribute spa products and services deriving from TCM principles for
professional and retail use through a company called Yin Yang Spa Pte Ltd which was incorporated
on 26 May 2000. We currently hold a 50% equity interest, with an option to acquire an additional 1%
in the future. RIPL is the management company of the Renewal Day Spa chain.
RESEARCH AND DEVELOPMENT
We have a research and development team which regularly visits research centres (mainly in the
PRC) in relation to CPM products and to explore the potential commercialisation of new CPM product
findings. We have engaged the services of Mr Li Kwing Yee, former Chief Pharmacist in the
Government Medical and Health Services, Hong Kong, as consultant on pharmaceutical and regulatory
matters. We have also engaged the services of a professor in TCM, Professor Liang Song Ming,
from the University of Guangzhou, China, as a TCM consultant. The business and working experiences
of these two consultants are set out on page 67 of this Prospectus.
In addition, from time to time, we participate in research work of academic institutions through research
attachments, including the National University of Singapore to research on related CPM manufacturing
processes.
(1) Although many popular traditional European herbal remedies do not undergo extensive scientific testing, they are still
allowed to be sold by government regulatory agencies as many have substantial laboratory and clinical testing results.
Herbal remedies that fall into this category are called phytopharmaceuticals.
47

In 1997, we were given a grant of up to $543,100 by the National Science and Technology Board
(NSTB) under the Research & Development Assistance Scheme (RDAS). The grant is in respect of
a 4-year project that commenced on 1 April 1997 and is to be completed by 31 March 2001. The
grant aims to develop new products and processes based on the traditional herbal formulas.
Approximately 3.6% of the grant has been utilised as at 29 February 2000.
We are also undertaking a number of research and development projects with independent third
parties with the aim of enhancing our technical knowledge, products sourcing and development
capabilities.
Our research and development expenditures for FY1997 to FY1999 were as follows:-
48
FY 1997 FY1998 FY1999
Amount $67,000 $89,000 $66,000
% of Turnover 0.2% 0.2% 0.1%
Chinese University of Hong Kong
Early this year, together with the Chinese University of Hong Kong (“CUHK”), we submitted an
application to the Department of Industry of the Hong Kong SAR government for a grant under the
Innovation & Technology Fund to partly fund a research and development project based on the Bak
Foong Pill. The overall budget for the 3-year project is HK$9.0 million. The application has been
successful and the Innovation & Technology Fund will contribute 50% of the cost of the project and
our Group will contribute the rest.
By applying modern western science to investigate the action mechanisms of the Bak Foong Pill and
related traditional formulas, the 3-year project is expected to generate scientific findings for the
development of innovative therapeutic formulations and formulas to treat gynaecological disorders,
and to formulate quality-controlled herbal dietary supplements and food products to enhance the
overall body functions of women of all ages.
CORPORATE ASSOCIATIONS
We are members of various TCM and ethical drugs associations in Singapore, Hong Kong as well
as Malaysia, including the Singapore Chinese Drug Importers & Exporters Guild, Hong Kong
Pharmaceutical Technology Centre, the Singapore Chinese Druggists Association and Chinese Drug
Dealers Association. EYSS is also the honourary chairman of the executive committee of the Singapore
Chinese Medical Union.
STAFF TRAINING
We view staff training as essential for the development of our human resources and our growth.
Staff training may be classified as routine or developmental. Routine training includes an orientation
programme for new employees and on-the-job technical training. Developmental training is geared
towards staff upgrading and is usually applicable to an employee who has been with us for at least
a year.
A yearly training plan is prepared for all business units. An annual training budget based on
approximately 2% of the basic wages of an employee is allocated for external training courses. The
disbursement of the training budget is in accordance with our policies and procedures.
Expenditure incurred by us on staff training accounted for less than 0.5% of our turnover for the last
3 financial years.

Y2K COMPLIANCE
We understand Y2K compliance to mean that the performance and functionality of our critical
equipment or information systems will not be affected by data relating to dates prior to, during and
after the year 2000.
We are aware of the potential Y2K problems and have ensured that the machinery and equipment
we purchased are Y2K compliant by obtaining such assurances from vendors, whenever possible.
However, we are unable to verify, with complete certainty, the accuracy of such assurances. We
have invested approximately $35,000 to address the Y2K issue. This cost includes upgrades and
replacements of software and hardware due to technological changes and/or operational requirements
arising thereon.
While we have made all efforts to ensure that the impact of Y2K problems are minimised, the
programmes and initiatives that we have implemented are also dependent on similar Y2K compliance
by key business partners and suppliers of goods and services. The full impact of any failure of third
parties’ systems and products are not known at this juncture. Nevertheless, based on current
knowledge, we do not anticipate the Y2K issue to have any significant impact on the Group’s business,
cost and revenue. As at the date of this Prospectus, we have not experienced any problems relating
to Y2K.
CORPORATE GOVERNANCE
Richard Eu is our managing Director and CEO whilst Clifford Eu and Leung Alan Sze Yuan are our
executive Directors. Together they oversee the general management and daily operations of our
Company. They understand the importance of corporate governance and the need for high standards
of accountability to the shareholders of our Company.
In addition, the Audit Committee shall meet periodically to perform the following functions:-
(1) review the audit plans of our Company’s external auditors;
(2) review the external auditors’ reports;
(3) review the financial statements of our Company and our Group before their submission to the
Board of Directors;
(4) nominate the external auditors for re-appointment; and
(5) review interested person transactions, if any.
Apart from the duties listed above, the Audit Committee shall commission and review the findings of
internal investigations of any Singapore law, rule or regulation which has or is likely to have a
material impact on our Group’s operating profits and/or financial position.
MAJOR SUPPLIERS
We source our raw materials and finished products from more than 100 suppliers. Save as disclosed
below, we do not have any supplier which accounted for 5% or more of our total purchases for each
of the last three financial years from FY1997 to FY1999:-
Proportion of Purchases (%)
Name of major supplier FY1997 FY1998 FY1999
Kim Hing Food Industries Pte Ltd 4.8 7.5 2.4
49

Our purchases from Kim Hing Food Industries Pte Ltd relate mainly to bottled birds’ nest. Thus far,
we have not experienced any serious difficulties in sourcing raw materials and finished products of
suitable quality at market prices. None of our Directors or substantial Shareholders have any interest,
direct or indirect, in the above supplier.
MAJOR CUSTOMERS
Sales to our retail customers are on cash terms or by credit cards. Over one million customers
made purchases at our retail outlets in FY1999. We also have a base of over 30,000 wholesale
accounts. Save as disclosed below, we do not have any customer which accounted for 5% or more
of our total turnover for each of the last three financial years from FY1997 to FY1999:-
Proportion of Turnover (%)
Name of major customer FY1997 FY1998 FY1999
Lee Man Medicine Trading Company
(Hong Kong) 1.0 4.8 6.9
We are not dependent on any single customer to the extent of 20% or more of our operating profit
in FY1999. None of our Directors or substantial Shareholders have an interest, direct or indirect, in
the above customer.
COMPETITION
Hong Kong
The TCM market in Hong Kong is highly fragmented with numerous small retail operators and several
CPM manufacturers. The supply and retail of raw and processed herbs are carried out by more than
800 medical halls and retail outlets in Hong Kong. The market for lower priced herbs, commonly
known as general herbs, is highly competitive with numerous retail outlets offering similar products.
The higher priced herbs, commonly known as fine herbs, are less competitive as customers generally
prefer to purchase them from established retailers such as us.
Most retail outlets are stand-alone shops. Our Directors believe that there are only four major TCM
retail chains in Hong Kong, namely our Group, Tung Fong Hung, Nam Pei Hong and Beijing Tung
Ren Tong. Each of these chains carries its own brand products as well as herbs, some are more
active in certain products like marine delicacies, an area in which we do not concentrate.
For CPM products, we compete with a large number of manufacturers, including those from Hong
Kong, China and other countries.
Our Directors believe that the recent enactment of the Chinese Medicine Ordinance in Hong Kong
will help to promote and enhance the public image of the TCM industry by emphasising safety and
quality standards. Being established and professionally managed, we will benefit from the increased
barriers to entry in the TCM market.
Singapore and Malaysia
Our Directors believe that we have fewer competitors in the TCM markets in Singapore and Malaysia.
Similar to Hong Kong, the TCM markets in Singapore and Malaysia are also highly fragmented. The
market for general herbs is highly competitive with numerous retail outlets offering similar products.
The higher priced fine herbs are less competitive as customers generally prefer to purchase them
from established retailers such as us.
Our Directors believe that in Malaysia, our closest competitor is Hai-O Enterprise Berhad, a company
which is engaged in, inter alia, the import, wholesale and retail of Chinese and western wines, herbs
and medicines. They also engage in multi-level marketing.
50

In Singapore, our Directors believe that our closest competitor is Hock Hua Ginseng Birdnest Trading
Enterprise, a retail chain specialising in the sale of ginseng and birds’ nest.
COMPETITIVE STRENGTHS
Our Directors believe that we have the following competitive strengths:-
(a) Regional Presence
We have established ourselves as a regional company, with a prominent market presence in
the major TCM markets, having a total of 52 branches, in Hong Kong, Malaysia and Singapore.
Our Directors are not aware of any other TCM company which has a comparable regional
presence. The official recognition in the PRC of two of our flagship products, Bak Foong Pill
and Bo Ying Compound, offers growth potential for us in that market.
(b) Brand Recognition
Our “Eu Yan Sang” brand name has a 120-year history and recognition, particularly in Hong
Kong, Singapore and Malaysia, our key markets.
As TCM formulations and ingredients are largely non-proprietary and well recognised, there are
many similar products in the market. We believe by leveraging on our brand name and offering
higher quality products, we are able to command a higher price for our products as compared
with similar products of competing brands. For example, our Bak Foong Pill retails at around
$33 per box while other brands of Bak Foong Pill range from $10 to $30. Our Directors believe
that this is, in part, due to our well-recognised brand name and product quality.
We manufacture a diversified range of proprietary products. For many generations, we have
built our reputation based on our flagship products, Bak Foong Pill and Bo Ying Compound. In
recent years, we have leveraged on our brand name recognition and diversified into a wide
range of health food and consumer healthcare products.
(c) Customers’ Goodwill
We have served generations of customers in Asia throughout our 120-year history. Building on
our customers’ goodwill, we have more than 50,000 VIP customers and approximately 3,000
customers make purchases at our retail outlets on each business day.
(d) Professional Management and Modern Reporting Systems
We are managed by a team of professional managers. We have instituted modern management
practices and reporting systems, including comprehensive monthly operating reports by business
units and employee performance appraisal systems.
(e) Extensive TCM Knowledge
We have a wealth of knowledge in TCM products, having been in the industry for over a
century. This is reinforced by about 30 experienced employees who have served with us for
more than 20 years each. These senior employees, especially those engaged in TCM
manufacturing and TCM dispensing, act as mentors to our younger employees.
51

REVIEW OF PERFORMANCE
Our turnover and profit before taxation by activities and geographical operations are set out below.
By Activities
52
Audited Unaudited
For the For the
8 months 8 months
ended ended
FY1997 FY1998 FY1999 29 February 2000 28 February 1999
$’000 $’000 $’000 $’000 $’000
Turnover
TCM 38,525 51,660 57,028 43,963 37,945
Ethical drugs 2,806 6,658 6,473 4,350 4,367
Others* 638 907 704 200 508
Total 41,969 59,225 64,205 48,513 42,820
Profit before Taxation
TCM 4,789 5,647 5,333 4,699 4,209
Ethical drugs 421 833 1,085 778 721
Others* 433 (533) (1,296) (291) (676)
Total 5,643 5,947 5,122 5,186 4,254
Assets Employed
TCM 41,314 45,559 35,884 37,022
Ethical drugs 4,951 5,982 6,150 4,528
Others* 27,623 17,127 14,462 13,705
Total 73,888 68,668 56,496 55,255
* “Others” comprises remittance, rental and interest income. Remittance income is in relation to our provision of remittance
services to our customers in Singapore, which we have been providing historically. Rental income is derived from our
investment properties. Interest income relates to interest earned from fixed deposits and overdue rentals. The turnover
from “others” is immaterial to our Proforma Group turnover.

By Geographical Operations
53
Audited Unaudited
For the For the
8 months 8 months
ended ended
FY1997 FY1998 FY1999 29 February 2000 28 February 1999
$’000 $’000 $’000 $’000 $’000
Turnover
Hong Kong 14,548 35,291 36,590 27,354 24,904
Singapore 10,890 12,100 14,642 10,988 9,229
Malaysia 16,531 11,834 12,973 10,171 8,687
Total 41,969 59,225 64,205 48,513 42,820
Profit before Taxation
Hong Kong 2,753 4,881 3,303 3,150 2,936
Singapore 1,022 1,195 596 494 522
Malaysia 1,868 (129) 1,223 1,542 796
Total 5,643 5,947 5,122 5,186 4,254
Assets Employed
Hong Kong 30,754 29,889 19,244 18,029
Singapore 30,531 27,890 23,666 23,987
Malaysia 12,603 10,889 13,586 13,239
Total 73,888 68,668 56,496 55,255
Overview
Our Group is engaged principally in retail, wholesale and manufacture of TCM products and the
manufacture and distribution of ethical drugs. Turnover from our core activities accounted for 98.9%
of our total turnover in FY1999 with TCM sales being the main contributor. Our products are presently
available from our 52 retail outlets located in Hong Kong, Singapore and Malaysia, as well as from
more than 2,000 wholesale customers, medical halls, supermarkets and drug store chains. We currently
offer more than 150 products under our Eu Yan Sang brand name. Turnover from “Others” accounted
for 1.1% of our total turnover in FY1999 and is largely made up of rental income from two shophouses
which we own and lease out.
As retail and wholesale transactions account for almost all of our turnover, we are inevitably dependent
on consumers’ demand. Most of our products are at the premium end of the product range. For
example, our Bak Foong Pill is generally priced at a premium over similar products from other
manufacturers and consumers tend to reduce consumption or substitute our products with lower
priced alternatives during periods of economic difficulty. As such, we are affected generally by regional
economic conditions and in particular, the performance of the retail industry. Sustained economic
growth in our major markets will increase consumer sentiments and consumer spending and improve
our sales.
The growth in sales in recent years resulted in increased volume of purchases made by our Group
and we are able to reduce purchase cost and obtain longer credit terms from our suppliers. We also
managed to expand our suppliers’ base which allowed us to make purchases from alternative suppliers
at competitive prices and thus improved gross profit margins for both our wholesale customers and
our Group. Currently, we source our raw materials and finished products from more than 100 suppliers.
Fine herbs such as ginseng and cordyceps are used as raw materials for our manufacturing operation.
These herbs are natural produce cultivated or found in the wild, thus our supply of raw materials
may be affected by adverse weather conditions as well as demand and supply conditions.

For the 8 months ended 29 February 2000, a significant portion of our operating expenses relates to
our Group’s shophouses and factories, salaries and related payroll expenses. Other operating
expenses include finance expenses, depreciation expenses, freight and handling charges, provision
for doubtful debts as well as other general and administrative expenses. Expenses relating to our
shophouses and factories comprise of depreciation, land rent and property tax. Finance expenses
relate mainly to interest on short-term bank loans used for general business operations.
A review of our past performance based on our results over the past three financial years is set out
below.
FY1997 to FY1998
Turnover increased by $17.2 million or 41% from $42.0 million for FY1997 to $59.2 million for FY1998
despite the regional economic crisis.
The biggest contributor to the increase in turnover was attributable to our TCM operation which
increased by 34% from $38.5 million in FY1997 to $51.7 million in FY1998. The increase was due
to the inclusion of the full year results of EYSHK (excluding Synco) of $26.2 million, excluding
contribution from new stores, as compared with the 6 months results of EYSHK (excluding Synco) of
$11.7 million included in FY1997, and the increase in sales aggregating $3.1 million that were
contributed by 10 new stores (7 in Hong Kong, 1 in Singapore and 2 in Malaysia). The increase was
negated by a reduction in sales of older stores opened prior to FY1998 of $1.0 million. Sales in
older stores will generally fall as there will be some migration of sales to the newer stores due to
promotions or convenience as the new stores are usually located within shopping centres. Moreover,
the older stores tend to be larger and carry a wider range of premium fine herbs. Demand for such
products decreases during the economic crisis as consumers reduce consumption or substitute our
products with lower priced alternatives.
Our ethical drugs operation also saw a 139% increase in turnover from $2.8 million in FY1997 to
$6.7 million in FY1998, due largely to the inclusion of the full year results of Synco in FY1998 as
compared with the inclusion of only 6 months results in FY1997.
The foregoing increases in turnover pertaining to EYSHK and Synco and the opening of the 7 new
stores in Hong Kong accounted largely for the 143% increase in the turnover of our Hong Kong
operation. Our turnover in Singapore saw an increase of 11% due to contribution from the new store
as well as an increase in turnover of $0.8 million due mainly to promotion sales. In Malaysia, turnover
decreased by 28% despite a positive contribution from the 2 new stores due to the foreign translation
shortfall of $4.4 million, owing to the fall of the RM against the S$ as a result of the regional
economic crisis.
Profit before taxation increased by a marginal $0.3 million or 5% from $5.6 million for FY1997 to
$5.9 million for FY1998 despite the 41% increase in turnover. The increase in profit before taxation
arising from the inclusion of the full year results of EYSHK (including Synco) of $3.4 million and the
gain from the translation of the results of EYSHK of $0.8 million arising from the appreciation of the
HK$ against the S$ were negated by the following:-
(a) higher depreciation charges of $1.3 million as a result of a reduction in the estimated useful
lives of furniture, fixtures and equipment and plastic moulds of EYSHK from 10 years to between
3 to 5 years with effect from 1 July 1997 to align the depreciation rates for such fixed assets
with those of the rest of our companies following the acquisition of EYSHK by the current
shareholders of EYSI;
(b) an increase in operating expenditure of $1.7 million for FY1998 resulting from the opening of
10 new stores. The increase in sales from these 10 new stores did not proportionately offset
the increase in operating expenditure because sales from new stores tend to take some time to
build up;
54

(c) foreign exchange losses of $0.6 million due mainly to a translation loss in respect of a S$1.6
million loan from EYSI to Weng Li and a transaction loss from a HK$ accounts payable due
from Weng Li to EYSHK. Weng Li incurred the exchange loss as the RM depreciated against
the S$ and HK$. On consolidation, Weng Li’s translation loss is translated into our Group’s
loss; and
(d) a downward revision in the estimated useful lives of Synco’s fixed assets which resulted in a
higher depreciation charge of $0.4 million for FY1998.
Assets employed decreased by $5.2 million from $73.9 million to $68.7 million. This was due mainly
to the $11.9 million downward revaluation of investment properties in Singapore and Hong Kong.
The decrease in assets employed in Malaysia was due mainly to exchange loss as a result of the
translation of Malaysian assets into S$. The decrease in assets employed was offset partially by an
increase in inventory of $2.8 million and fixed assets of $1.0 million, mainly arising from the setting
up of the 10 additional stores.
FY1998 to FY1999
Turnover increased by $5.0 million or 8% from $59.2 million for FY1998 to $64.2 million for FY1999.
Our TCM operation was the only activity that registered an increase over FY1998 while ethical drugs
and others showed a marginal decline of $185,000 and $203,000 respectively.
The increase in the turnover of our TCM operation was due mainly to the inclusion of the full year
turnover of stores opened in FY1998 representing an increase of $5.4 million and the opening of 6
new retail stores in FY1999 (3 in Hong Kong and 3 in Singapore) with turnover aggregating $3.7
million. The increase was negated by a reduction in sales of older stores opened prior to FY1998 of
approximately $4.7 million. Sales in older stores will generally fall as there will be some migration of
sales to the newer stores due to promotions or convenience as the new stores are usually located
within shopping centres. Moreover, the older stores tend to be larger and carry a wider range of
premium fine herbs. Demand for such products decreased during the economic crisis as consumers
reduced consumption or substituted our products with lower priced alternatives. Geographically,
Singapore accounted for 50% of the increase in Group turnover and the Hong Kong and Malaysia
markets accounted almost equally for the remaining 50%.
Profit before taxation decreased by $0.8 million or 14% from $5.9 million for FY1998 to $5.1 million
for FY1999 despite the increase in turnover. The decrease in profit before taxation was due mainly
to:-
(a) the lower operating profit margins from retail stores in Singapore and Hong Kong. Operating
profit margins in Singapore had fallen by 5% as a result of a higher proportion of discounted
promotion sales, while operating profit margins in Hong Kong had fallen by 8% as a result of
a drop in the sales volume of manufactured products which had enjoyed higher profit margins
(for example Bak Foong Pill) as consumers reduce consumption or substitute our premium
products with lower priced alternatives during the economic crisis;
(b) an increase in operating expenditure of $1.4 million for FY1999 resulting from the opening of 6
new retail stores. The increase in operating expenditure was less than proportionately offset by
the increase in sales from these stores;
(c) consultancy costs of $0.5 million incurred to create a new brand identity and image for us in
order to establish a coherent identity following the acquisition of EYSHK by the current
shareholders of EYSI; and
(d) the loss incurred in “others” for FY1999 due to rental income of HK$1.7 million (S$0.4 million)
written off from a sub tenant which defaulted on rentals payable, as well as a higher rental
charge of HK$3.4 million (S$0.8 million) paid to a landlord under a sale and leaseback
arrangement in respect of Eu Yan Sang Tower, an investment property in Hong Kong as disclosed
on page 112 of this Prospectus.
55

The decrease in profit before taxation as detailed above resulted in a corresponding decrease in
profit before taxation in our TCM and “others” operations in the Hong Kong and Singapore markets
but was however partially offset by an increase in profit before taxation in Malaysia, attributable to:-
(a) lowering of operational costs across the board;
(b) full year utilisation of the GMP plant which started operation in FY1998; and
(c) the absence of foreign exchange losses of $1.3 million of the prior year following the firming of
the RM.
The profit before taxation of our ethical drugs operation recorded an increase of 30% from $0.8
million to $1.1 million due mainly to the absence of the one-off depreciation charge that occurred in
FY1998.
Assets employed decreased further by $12.2 million from $68.7 million to $56.5 million. The decrease
was the largest in Hong Kong due to the sale of Eu Yan Sang Tower for approximately HK$43
million as well as a reduction in inventories of $1.3 million and receivables of $0.5 million. The
assets employed in Singapore also decreased by $4.2 million due mainly to the downward revaluation
of our investment properties in Singapore as a result of the continued sluggishness in the retail
property market. The decrease in assets employed was partially offset by an increase in assets
employed in Malaysia due mainly to upward revaluation of our properties in Malaysia of $1.8 million,
as well as translation gains of $1.0 million from the strengthening of the RM.
8 months ended 29 February 2000
Turnover for the 8 months ended 29 February 2000 was $48.5 million, with TCM accounting for 91%
and the remaining 9% attributed to ethical drugs, while “others” was negligible.
During the period, we saw the opening of 6 new retail stores (2 in Hong Kong, 2 in Singapore and
2 in Malaysia) which contributed sales of $2.9 million. TCM operation registered an increase in
turnover of $2.1 million as compared to 8 months ended 28 February 1999 while turnover in ethical
drugs operation remained fairly stable for the period.
Our Group profit before taxation margin registered an increase over FY1999, 11% as compared with
8%, due mainly to increase in sales of higher margin products from TCM and ethical drugs operations
and a sharp fall of approximately $1.0 million in interest expenses as a result of a decrease in bank
interest rates. Sales of higher margin products increased as the economy recovered and consumers
increased their purchases of our premium fine herbs. The loss of $0.3 million from “others” was due
mainly to rental paid to a landlord under a sale and leaseback arrangement in respect of Eu Yan
Sang Tower.
FY1999 to FY2000 (estimated)
Our Proforma Group consolidated turnover is estimated to increase by $6.8 million or 11.0% from
$64.2 million in FY1999 to $71.0 million in FY 2000 and the increase is due primarily to the following
factors:-
(a) increase in the China wholesale business;
(b) the addition of 9 new retail stores; and
(c) the introduction of new products.
In FY2000, China wholesale business is estimated to contribute $1.5 million to our Proforma Group
turnover, registering an increase of $1.0 million or 256% from FY1999.
56

We opened 9 retail outlets in FY2000 (5 in Malaysia, 2 in Singapore and 2 in Hong Kong). Our
turnover contribution from the 9 new outlets is estimated to amount to $4.6 million. The full year
turnover of the 6 stores opened in FY1999 contributed $4.1 million to our Group FY2000 turnover as
compared to $3.6 million in FY1999.
New products have been introduced through drug store chains and Eu Yan Sang retail outlets in
Hong Kong to capture a greater share of the fast growing packaged food product market. The new
products include a range of bottled chicken essence, hashima and dietary supplement products.
Turnover contribution from the new products is estimated to amount to $1.4 million in FY2000.
Our Proforma Group consolidated profit before taxation and consolidated profit after taxation for
FY2000 are estimated at approximately $7.3 million and $5.6 million respectively.
Profit before taxation is estimated to increase by $2.2 million or 43% from $5.1 million in FY1999 to
$7.3 million in FY2000. The increase in profit before taxation is mainly due to the increase in operating
profit from TCM operation of approximately $4.4 million and a fall in interest expenses of approximately
$0.5 million. The increase is negated by an increase in operating expenditure of $2.2 million for
FY2000 resulting from the opening of 9 new outlets and an increase in marketing and promotional
expenses of approximately $0.8 million.
REVIEW OF FINANCIAL POSITION
Our operation in the last three financial years was funded through a combination of shareholders’
funds, bank borrowings and retained earnings. As at 29 February 2000, the total borrowings of our
Group amounted to approximately $24 million, out of which $0.5 million are unsecured borrowings.
As at 29 February 2000, we have given corporate guarantees of up to $2.5 million in respect of
banking facilities granted to subsidiaries and we have a total of $44.9 million in credit facilities from
various financial institutions. There is no personal guarantee provided by our Directors in respect of
the borrowings and our Directors are of the opinion that, after taking into account the present bank
facilities, our Group has adequate working capital for our present requirements. A review of our
financial position over the past three financial years is set out below.
Fixed Assets
There was a reduction in the estimated useful lives of furniture, fixtures and equipment and plastic
moulds of EYSHK from 10 years to between 3 to 5 years with effect from 1 July 1997 to align the
depreciation rates for such fixed assets with those of the rest of our companies following the acquisition
of EYSHK by the current shareholders of EYSI. Fixed assets decreased by $8.0 million or 15% from
$54.5 million as at 30 June 1997 to $46.5 million as at 30 June 1998. The decrease was due mainly
to the $11.9 million downward revaluation of our properties in Singapore and Hong Kong arising
from the economic crisis which took place in the financial year. In addition, $3.9 million was due to
the depreciation charged, which increased as a result of the change in accounting policy. The aforesaid
decreases in fixed assets were offset by acquisitions of plant and machinery and furniture and
fittings amounting to $5.0 million. There was also a translation gain of $2.0 million due to the
appreciation of the HK$ against the S$.
For FY1999, fixed assets decreased by $12.9 million or 28% from $46.5 million as at 30 June 1998
to $33.6 million as at 30 June 1999. The decrease was due mainly to the disposal of Eu Yan Sang
Tower, an investment property in Hong Kong with a net book value of HK$41.0 million as at the date
of disposal in FY1999. Eu Yan Sang Tower was bought in 1995 as an investment property and we
decided to sell it as it is not part of our core business.
Fixed assets decreased by $1.4 million or 4% from $33.6 million as at 30 June 1999 to $32.2 million
as at 29 February 2000 due mainly to the depreciation charged for the 8 months.
57

Current Assets
Current assets comprise mainly stocks, trade debtors and bank/cash balances. For FY1998, current
assets increased by 14% from $19.3 million as at 30 June 1997 to $22.1 million as at 30 June 1998.
The increase was due mainly to an increase in the inventory levels in Hong Kong as a result of the
opening of 6 new stores there, further boosted by the translation gains from the appreciation of the
HK$ against the S$. The inventory levels of companies in Singapore and Malaysia, as well as other
current assets, had remained relatively unchanged.
Current assets increased by 3% from $22.1 million as at 30 June 1998 to $22.7 million as at 30
June 1999. The increase was due mainly to higher cash balances of $3.1 million. Inventories fell by
$2.3 million during the period despite an increase in turnover.
Current assets increased marginally by $0.2 million or 0.9% from $22.7 million as at 30 June 1999
to $22.9 million as at 29 February 2000.
Current Liabilities
Current liabilities comprise mainly trade creditors, other creditors and bank borrowings. Current liabilities
increased by $3.0 million or 10% from $31.1 million as at 30 June 1997 to $34.1 million as at 30
June 1998. The increase was due mainly to share application monies of $1.2 million received and
higher short-term bank borrowings of $1.3 million for working capital owing to slower inventory turnover
and lower receivables.
Current liabilities decreased by $10.4 million or 31% from $34.1 million as at 30 June 1998 to $23.7
million as at 30 June 1999. The decrease was due mainly to the repayment of short-term borrowings
of $10.7 million, mainly with the proceeds from the sale of the Hong Kong investment property.
Current liabilities increased by $12.2 million or 52% from $23.7 million as at 30 June 1999 to $35.9
million as at 29 February 2000. The increase was due mainly to an increase in short-term borrowings
and overdrafts of approximately $12.0 million which was raised to finance the repurchase of Essence
shares and for working capital.
Non-current Liabilities
Non-current liabilities comprise mainly long-term loans, hire purchase creditors and deferred taxation.
Non-current liabilities decreased from $5.4 million as at 30 June 1997 to $0.6 million as at 30 June
1999 due mainly to the repayment of borrowings of $4.9 million from the proceeds of the sale of an
investment property in Hong Kong in FY1999.
Non-current liabilities increased by $0.2 million or 33% from $0.6 million as at 30 June 1999 to $0.8
million as at 29 February 2000 due mainly to an increase in hire purchase of vehicles.
Shareholders’ Equity
Shareholders’ equity decreased from $37.4 million as at 30 June 1997 to $30.2 million as at 30 June
1998 due mainly to an extraordinary loss of $9.8 million on the writedown of EYS Towers, which was
subsequently disposed of in FY1999. Shareholders’ equity increased from $30.2 million as at 30
June 1998 to $32.2 million as at 30 June 1999 due mainly to profit for FY1999.
Shareholders’ equity decreased by $13.6 million or 42% from $32.2 million as at 30 June 1999 to
$18.6 million as at 29 February 2000 due mainly to the repurchase of 66,666,667 ordinary shares of
HK$1.00 each at a premium of HK$0.20 per share in Essence.
58

FOREIGN EXCHANGE EXPOSURE
Our foreign exchange gain/loss over the last three financial years from FY1997 to FY1999 are as
follows:-
59
FY 1997 FY1998 FY1999
$’000 $’000 $’000
Realised foreign exchange gain/(loss) 172 (95) 157
Unrealised foreign exchange gain/(loss) (17) (330) 151
Net foreign exchange gain/(loss) 155 (425) 308
% of profit before taxation of our Group 3% 7% 6%
For FY1998, the unrealised foreign exchange loss was due mainly to a translation loss in respect of
a S$1.6 million loan from EYSI to Weng Li. The realised foreign exchange loss was due mainly to
the transaction loss from a HK$ accounts payable due from Weng Li to EYSHK. Weng Li incurred
the exchange loss as the RM depreciated against the S$ and the HK$. On consolidation, Weng Li’s
translation loss was translated into our Group’s loss.
For FY1999, the realised and unrealised foreign exchange gains were due mainly to the appreciation
of the RM against the S$ and the HK$.
We are exposed to possible gains or losses on transactions denominated in currencies other than
the S$, being the currency for the reporting of our financial results. Our sales are in HK$(57%),
RM(20%) and US$(1%), with the balance mainly in S$. Our purchases are in HK$(49%), RM(20%)
and US$(5%), with the remaining mainly in S$. Recognising that fluctuations in the value of these
currencies against the S$ may have an adverse effect on our results, we have made an effort to
match our proportion of purchases in foreign currencies with our sales in similar currencies. Currently,
we do not have any hedging policy to hedge our foreign currency exposures.
We are also exposed to foreign exchange fluctuations arising from foreign currency translations (as
at the balance sheet date of our Subsidiaries and Associated Companies) from HK$ and RM, as the
case may be, to S$.
DIVIDEND POLICY
(1) Our Company had paid dividends annually over the last three financial years ended 30 June
1999 as follows:-
Net Dividend
In respect of Dividend Rate (less tax)
FY1999 0.5% $38,587
FY1998 0.5% $37,870
FY1997 1.5% $111,000
(2) Under our Company’s proposed dividend policy after listing, the amount of dividend payable
will be determined by our Directors after taking into consideration our performance and working
capital requirements and will be dependent upon the aggregate distributable profits and our
capital requirements for the ensuing year. For FY2000, we have projected to pay a gross dividend
of 0.525 cents per Share on the enlarged issued share capital of our Company, representing a
gross dividend rate of 1.5% on the issue price of $0.35 for each Share.

PROSPECTS AND FUTURE PLANS
Since the consolidation of our principal operations in Singapore, Malaysia and Hong Kong in early
1997, the current management had re-positioned our Group by introducing new health food products,
such as bottled birds’ nest and chicken essence, which appeal to a wider range of customers. We
have also expanded our wholesale channels to include chain stores like Mannings, Wellcome, Watson’s
and Park n Shop in Hong Kong. Our corporate image has been modernised by changing our corporate
logo and upgrading the layout of our retail outlets. New packaging has also been introduced for our
existing products.
Modern production processes and management styles have been introduced to our operations. Our
Malaysian manufacturing operation moved into our new factory in Cheras, Kuala Lumpur, Malaysia
in 1997. The factory is equipped with modern and automated machinery and complies with the
relevant GMP regulations in Malaysia for TCM. Additional professional staff was also introduced into
the management. Our Directors believe that these actions have enabled us to maintain our market
position during the recent regional economic crisis, with increased sales and market share in our key
markets.
Our Directors are confident of our prospects based on our view of conditions in Asia and our future
plans, including the following:-
(a) a recovery in demand and consumption patterns in our key markets, as economic conditions in
Asia improve;
(b) increased distribution of our products in the PRC. The registration of our flagship products, Bak
Foong Pill and Bo Ying Compound, with the Ministry of Public Health in the PRC in 1998 were
important initial steps towards achieving our plans to expand further in the PRC;
(c) development of new proprietary product lines, including participation in joint research and
development projects with established research institutions as well as alliances with research
and development companies and strategic product development partners, which will leverage
on our established Eu Yan Sang brand name and customers’ goodwill to reach out to a wider
pool of customers in our existing markets and new markets;
(d) greater and easier access to our products through modern technology, publicity and convenience.
Our products are now widely available from drug stores, supermarket chains and convenience
stores. In addition, we are aggressively expanding the online distribution of our products;
(e) further opening of new retail outlets in strategic locations in our established markets and possible
openings of retail outlets in new markets, particularly in locations with large Chinese populations
in North America and western Europe;
(f) tapping into the distribution network of international distributors in Japan, Taiwan, the USA and
western Europe;
(g) educating consumers on the benefits of TCM through high quality content on the Internet,
traditional media, public forums and seminars; and
(h) expanding into healthcare services with the establishment of TCM clinics.
TCM products have increasingly been subjected to clinical tests by western research institutions to
validate claims of efficacy and to identify and isolate active ingredients. The Hong Kong SAR
government, in its attempt to transform Hong Kong into a centre for Chinese medicine, is also
reported to be turning TCM into phytopharmaceuticals. Our Directors view this favourably, as the
application of accepted scientific verification methodologies will help to enhance the image of TCM
as an accepted part of a modern personal health maintenance regime.
Most importantly, we will continue to uphold our founder’s pledge to provide only the highest quality
Chinese herbs and medicine to our customers, and to build the reputation of our Eu Yan Sang brand
name for authenticity, purity, quality and trust.
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INTERESTED PERSON TRANSACTIONS
Save as disclosed on pages 29 and 30 of this Prospectus in respect of the Restructuring Exercise,
no interested person transactions were undertaken by us within the last three financial years.
Our Directors will ensure that all future business dealings between us and our interested persons,
will be conducted on an arm’s length basis by undertaking the following procedures:-
(1) market rates will be used as benchmarks for interested person transactions. Two or three
quotations will be obtained from unrelated third parties for the purpose of comparison;
(2) should any future business dealings between us and our interested persons be on less favourable
terms to us, prior approval from our Board of Directors will be obtained; and
(3) all interested person transactions will be reviewed at least semi-annually by the Audit Committee
or as and when it deems necessary.
Each interested person transaction will be properly documented and submitted to the Audit Committee
which will periodically review all interested person transactions to ensure that they are carried out on
normal arm’s length and commercial terms. In the event that a member of the Audit Committee is
interested in any interested person transaction, he will abstain from reviewing that particular transaction.
The Audit Committee will include the review of interested person transactions as part of the standard
procedures while examining our adequacy of internal controls. It will also ensure that all disclosure
requirements on interested person transactions, including those required by prevailing legislation,
the SGX-ST listing rules and accounting standards are complied with.
SIMILAR BUSINESS
Clifford Eu and Laurence Eu are both shareholders of Euco Resources Sdn. Bhd, a company held
by members of their family. Euco Resources Sdn. Bhd. has a 60% stake in Supreme Health Products
Sdn Bhd (“Supreme Health”). Laurence Eu is a non-executive director of Supreme Health while
Clifford Eu is his alternate director. Clifford Eu is also a non-executive director and holds more than
51% of Life Essence Pte Ltd (“Life Essence”).
Supreme Health and Life Essence are engaged in the import and wholesale distribution of dietary
supplements in Singapore and Malaysia respectively. These dietary supplements consist primarily of
vitamin-mineral supplements and western herbal supplements and are distributed under “Suisse”,
“Cleo’s” and “Nature Care” brand names owned by Supreme Health and Life Essence. The “Suisse”
brand is retailed in pharmacies, while the “Cleo’s” brand is retailed through direct selling. The “Nature
Care” brand is retailed in pharmacies and beauty centres. Life Essence is also engaged in the
importation and distribution of skin care products, which are also distributed to consumers in beauty
centres only.
Supreme Health and Life Essence have been engaged in the above business since 1986 and 1990
respectively. Our Directors have, at all relevant times, been aware of Clifford Eu’s and Laurence
Eu’s involvement in Supreme Health and Life Essence.
Our Directors do not believe that there is any conflict of interest in respect of Clifford Eu’s and
Laurence Eu’s involvement in Supreme Health and Life Essence as we do not consider these to be
competing businesses. The only similarity to our business is in relation to our “Pronature” product
range that contains western herbal supplements. The “Pronature” range in terms of contribution to
our Group turnover is, however, insignificant. Further, “Pronature” products are only retailed in Hong
Kong, which is a different geographical market to that of “Suisse”, “Cleo’s” and “Nature Care” brands.
61

DIRECTORS, MANAGEMENT AND STAFF
Directors
Our Board of Directors is entrusted with the responsibility for our Group’s overall management. The
particulars of our Directors are as follows:-
Name Age Address Current Occupation
Joseph Eu 73 Suite No. 08-5 Desa Angkasa, Company Director
Jalan Taman U-Thant,
55000 Kuala Lumpur,
Malaysia
Richard Eu 52 245 Orchard Boulevard Company Director
#17-03 Orchard Bel-Air
Singapore 248648
Clifford Eu 44 1 Claymore Drive #16-04 Company Director
Singapore 229594
Leung Alan Sze Yuan 31 Flat 1111, Block B, Company Director
Viking Villas,
70 Tin Hau Temple Road
Hong Kong
Robert Eu 37 1356 Greenwich Street, Financier
San Francisco, CA 94109,
U.S.A.
Yeh Chung Woo David 70 31 Kadoorie Avenue Private Investor
Kowloon, Hong Kong
Dr Jennifer Lee Gek Choo 47 79 Farrer Drive CEO, KK Women’s &
#09-03 Children’s Hospital
Singapore 259283
Dr David Eu 49 7 Camden Park Medical Doctor
(alternate to Richard Eu) Singapore 299797
Laurence Eu 41 473 Lorong 17/13 A Company Director
(alternate to Clifford Eu) 46400 Petaling Jaya,
Selangor D.E.
Malaysia
The relationships of our Directors and substantial Shareholders are stated in pages 26 and 27 of
this Prospectus. Save as disclosed, none of our Directors have any family relationships with one
another or with the substantial Shareholders.
Independent Directors/Audit Committee
Messrs Yeh Chung Woo David and Dr Jennifer Lee Gek Choo are the independent Directors. The
Audit Committee comprises Messrs Yeh Chung Woo David, Dr Jennifer Lee Gek Choo and Clifford
Eu.
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Business and Working Experience of Directors
Joseph Eu is the non-executive Chairman of our Company. In 1959, he became the managing
director of United Malaya Insurance Co. Bhd., which was subsequently acquired by Sime Darby
Bhd. Joseph Eu was in charge of the insurance operations of Sime Darby in 1970 for Malaysia,
Singapore, Hong Kong and Thailand where he remained until he retired in 1989. Mr Eu studied at
Radley College, UK, and subsequently joined the Parachute Regiment of the British Army. After the
end of the war, Mr Eu joined the Eu family business in Singapore in 1949. He was appointed to our
Board on 27 May 1993.
Richard Eu is the managing Director and CEO of our Company. He joined our Group in 1989. He
is responsible for our overall corporate planning and management. After graduating from university
in 1971, he joined the Haw Par Group and eventually became the director in charge of corporate
finance of Haw Par Merchant Bankers Limited. He was also concurrently the director and manager
of Harimau Investments Limited. In 1977, he joined J. Ballas and Co., a stockbroking firm, as a
dealer. He was there for several years before leaving in 1980 to become the deputy managing
director and shareholder of Dataprep Holdings Ltd, a group of companies involved in computer
distribution in the region. After selling his interest in the business in 1982, he became the company
secretary and business development manager of Metro Holdings Ltd until 1986. Thereafter, he left
Metro to start Intervest Capital Management Pte Ltd, a venture capital consultancy firm, which was
subsequently sold in 1989. Mr Richard Eu holds a Bachelor of Laws degree from the University of
London, UK. He was appointed to our Board on 27 May 1993.
Clifford Eu has been an executive Director of our Company since 1994. He is responsible for
overseeing our manufacturing operations and product development. Prior to this, he spent four years
with his family’s investment holding group overseeing its manufacturing and distribution operations in
Singapore and Malaysia. He was the export sales director of a company distributing consumer health
products from 1986 to 1990, which he co-founded. He also worked for a company dealing with
industrial systems and equipment from 1981 to 1986, where he last held the position of General
Manager. Mr Clifford Eu graduated from the University of Melbourne, Australia with a Bachelor’s
degree in Electrical Engineering. He was appointed to the Board on 1 July 1993 initially as a nonexecutive
director.
Leung Alan Sze Yuan is an executive Director of our Company. He was an alternate director to two
past directors of our Company from 1997 to February 2000. Prior to joining us, he spent four years
with MBO Partners, an investment firm which specialises in management-led acquisitions in Asia,
where he last held the position of managing director. Prior to MBO Partners, he spent six years with
the corporate finance division of the then Coopers and Lybrand in Hong Kong and Australia. Mr
Leung is an Australian Chartered Accountant. He has a double-major Bachelor of Commerce degree
in Accounting and Finance from the University of New South Wales, Australia and a Master of
Business Administration degree from the Chinese University, Hong Kong. He was appointed to our
Board on 17 April 2000.
Robert Eu has been a non-executive Director of our Company since 1997. He is the director of
Strategy and Business Development for WR Hambrecht & Co., USA. Mr Robert Eu joined WR
Hambrecht & Co. in 1998 from H&Q Asia Pacific Ltd, an affiliate of Hambrecht & Quist, where he cofounded
and was the managing director of the Hong Kong office. Prior to H&Q Asia Pacific, he was
the business development manager of EYSHK from 1992 to 1993. Prior to joining EYSHK, Mr Robert
Eu also spent five years working for Citibank in the private banking group in Hong Kong. Mr Robert
Eu is a graduate of Northwestern University, USA with a Bachelor’s degree in History. He was
appointed to our Board on 24 January 1997.
Yeh Chung Woo David is an independent Director of our Company. Mr Yeh currently serves as
chairman and CEO of the Universal International Group Ltd (UIG) which he founded in 1964. Prior
to 1992, UIG’s principal operations were in the toy manufacturing and marketing sectors in which
UIG established a multinational presence. In 1986, shares in UIG’s principal operating subsidiary,
Universal Matchbox Group Ltd. were listed on the New York Stock Exchange. In 1992, UIG sold its
interest in the Universal Matchbox Group Ltd. and is now an investment group with interests primarily
in Hong Kong, China and the USA.
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Mr Yeh is one of the founders and directors of China Aeronautical Technology Fund Ltd, which was
listed on the Irish Stock Exchange in 1993. Since 1993, he is a non-executive director of FPB Bank
Holding Company Limited listed in Hong Kong. In addition, Mr Yeh has been an executive director of
the China Toys Association since 1995 and an Honorary President of the Toys Manufacturers’
Association of Hong Kong Ltd. since 1996. Since 1989, he had been a member of the Chinese
People’s Political Consultative Conference - Shanghai Committee and became a Shanghai Standing
Committee member in 1995. He was a graduate from the St. John’s University in Shanghai. He was
appointed to our Board as an independent Director on 7 July 2000.
Dr Jennifer Lee Gek Choo is an independent Director of our Company. Dr Lee was appointed
Nominated Member of Parliament in 1999 and has been CEO of KK Women’s & Children’s Hospital
since 1991. Prior to her current position she was chief operating officer in the Singapore General
Hospital, in which capacity she was involved in its corporatisation. She began her career in healthcare
in the practice of medicine in her first several years post graduation, moving subsequently into
healthcare management at the Ministry of Health. Dr Lee is a graduate of the medical faculty of the
then Singapore University, and subsequently obtained her Masters in Business Administration from
the National University of Singapore. She was appointed to our Board as an independent Director
on 7 July 2000.
Dr David Eu is the alternate Director to Richard Eu. He is the managing doctor of the Bonham
Clinic in Singapore. Since 1987, he has been running his own private medical practice. Dr David Eu
holds a medical degree, M.B.B.Ch., from St. Mary’s Hospital, London and a Masters in Arts from
Oxford University, UK. He was appointed to our Board as an alternate Director on 24 January 1997.
Laurence Eu is the alternate Director to Clifford Eu. He is the managing director of the Euco group
of companies in Malaysia, a family investment group with diverse interests in advertising, western
herbal supplements, disposable medical products and other food-related products, since 1997. Mr
Laurence Eu was an executive director of Rohas-Euco Industries Bhd, a publicly listed company in
Malaysia from 1993 to 1997. He is currently a non-executive director of the company. Prior to that,
he was the regional marketing manager for Communications Systems Engineering Pte Ltd between
1986 and 1993. He was appointed to our Board as an alternate Director on 24 January 1997.
Management
Our day-to-day operations are entrusted to our executive Directors who are assisted by a team of
executive officers (the “Executive Officers”), whose particulars are as detailed below:-
Name Age Address Current Occupation
Cheng Hon Hing 42 C2 1/F, Flora Garden, General Manager,
50 Cloud View Road, Hong Kong
North Point, Hong Kong
Leong Wai Ying 34 Blk 130 Bukit Merah View Senior Finance Manager
#09-344
Singapore 150130
Lim Chong Hung 56 342 Siglap Road General Manager,
Singapore 455923 Singapore
Lok Eng Hock 49 3 Jalan Megah 14, General Manager,
Taman Megah Cheras Malaysia
43200 Cheras,
Selangor, Malaysia
Lui Win Soong 48 2 Jalan SL 7/12 General Manager,
Bandar Sungai Long Malaysia
43000 Kajang
Selangor, Malaysia
64

Name Age Address Current Occupation
Pang Siew Yoon 45 49 Jalan SS2/104 Group Human
47300 Petaling Jaya, Resource Manager
Selangor, Malaysia
Wong Lee Hong 42 12, Jalan 13/7 General Manager
Kelab Golf SAAS Consumer Products
40100, Shah Alam
Selangor, Malaysia
Wong Suet Ying 45 Flat 1809, Block A, Director and General Manager,
Kornhill, Quarry Bay, Hong Kong
Hong Kong
Xiao Yan 38 Blk 101 Tampines St. 11 Manager, Research
#06-21 and Development
Singapore 521101
Dr Yip Yuen Wah 51 1/F, 90A Broadway Street, Manager, Quality Assurance,
Mei Foo, Kowloon Hong Kong
Hong Kong
Note:-
Employees’ shareholdings in our Company immediately before and after the Invitation (excluding any Reserved Shares
which may be allocated to them) are summarised below:-
Before the Invitation After the Invitation
No. of Shares % No. of Shares %
Wong Suet Ying 842,262 0.39 842,262 0.29
Cheng Hon Hing 280,756 0.13 280,756 0.10
Lui Win Soong 56,152 0.03 56,152 0.02
Lok Eng Hock 56,152 0.03 56,152 0.02
Pang Siew Yoon 56,152 0.03 56,152 0.02
Total 1,291,474 0.61 1,291,474 0.45
Save as disclosed on pages 26 and 27 in this Prospectus, none of our Directors or Executive
Officers have any family relationships with one another or with any substantial Shareholders of our
Company.
Business and Working Experience of Executive Officers
Cheng Hon Hing has been the general manager of Synco since 1995 and is responsible for its
overall performance and operations. Prior to that, she was the assistant general manager from 1993
to 1995. She was the administration manager from 1991 to 1993 and prior to that, she was the
secretary to the general manager from 1980 to 1991. Ms Cheng joined us in 1978.
Leong Wai Ying is the senior finance manager in charge of the development, maintenance and
improvement of finance and accounting systems. Her main responsibilities include formulation and
implementation of financial policies and procedures, treasury functions, tax planning and management,
corporate governance and management of information system. Prior to joining us in 1996, she was
the accountant at Pico Collections Pte Ltd. She holds a Bachelor of Science degree in Economics
majoring in Accounting from the University of London, UK.
65

Lim Chong Hung has been the general manager of EYSS since 1993. Mr Lim joined us in 1982. He
is presently responsible for the overall performance and operations of EYSS. He is also the group
purchasing manager, responsible for the purchase of certain fine herbs for our entire Group. He
holds a Professional Diploma in Building from Singapore Polytechnic.
Lok Eng Hock has been the general manager of EYS 1959 since 1989. He is presently responsible
for EYS 1959’s overall performance and trading operations including retail in Peninsula Malaysia. Mr
Lok joined us in 1982. He holds a Bachelor’s degree in Commerce from the then Nanyang University,
Singapore.
Lui Win Soong has been the general manager of Weng Li since 1989 and is responsible for our
manufacturing operations in Malaysia. Mr Lui joined us in 1982. He holds a Bachelor’s degree in
Commerce from the then Nanyang University, Singapore.
Pang Siew Yoon is the group human resource manager, responsible for the formulation of human
resource policies including recruitment, termination of employment, compensation, employee relations,
safety and health as well as training and development for our Group. Prior to joining us in 1998, she
was the human resource manager of Tai Kwong Yokohama Berhad, a public listed company in
Malaysia, responsible for the human resource functions of its entire group for 1 year. Ms Pang was
the human resource manager for Nu SkinJaya (M) Sdn. Bhd. from 1995 to 1996 and prior to that
she was the assistant sales and personnel manager for Sunrider International for 5 years. She holds
a Masters of Business Administration degree in Human Resource Development from the University
of Hull, UK.
Wong Lee Hong is the general manager for the Consumer Products division. She is responsible for
building new market channels for the distribution of fast-moving consumer goods developed by us.
Prior to joining us in 1997, she was the general manager for Camden Industrial (M) Sdn Bhd between
1993 and 1996. Ms Wong was the marketing advisor for PT Unza Indonesia from 1991 to 1992 and
prior to that, she was the senior product manager for Warner Lambert (M) Sdn. Bhd. between 1989
and 1991. From 1983 to 1989, she was the product manager for Trebor (M) Sdn. Bhd. Ms Wong
holds a Diploma in Marketing from Kent Polytechnic, UK.
Wong Suet Ying is the director and general manager of EYSHK and is responsible for the overall
performance and operations of EYSHK. Ms Wong joined us in 1993. Prior to joining us, Ms Wong
was an accountant for 14 years with Thunderbird Marine Ltd, Hong Kong. She holds a Diploma in
Business Administration from the Wigan & Leigh College, UK.
Xiao Yan has been our research and development manager since 1995 and is in charge of the
research and development of new products. Her other responsibilities include sourcing for raw materials
and new products, conducting research with relevant universities/institutions under our sponsorship
programmes, developing new products, carrying out continual improvement on our existing products,
assisting in the registration of products, research and writing up of product information. Prior to
joining us in 1995, he was a Junior Research Fellow at the Institute of Molecular & Cell Biology of
National University of Singapore from 1990 to 1995 and prior to that, he was a Research Fellow
from 1986 to 1989 in the Center of Biochemical & Biophysical Science & Medicine in Harvard
University, USA. Mr Xiao holds a Masters of Science degree in Molecular & Cell Biology from the
National University of Singapore.
Dr Yip Yuen Wah is the manager of quality assurance since 1995. She is responsible for the overall
pharmaceutical and quality control related matters for Synco. She also assists in the quality control
for EYSHK. Dr Yip was the production manager of Synco from 1993 to 1995. Prior to that, she was
the development chemist, pharmaceutical product formulation of the Institute of Drug Technology,
Melbourne, Australia from 1986 to 1993. Dr Yip holds a Ph.D. degree in Pharmaceutics and a
Master of Science Degree in Pharmaceutical Sciences from the University of Aston, Birmingham,
UK.
66

The business and working experience of our consultants are as follows:-
Professor Liang Song Ming has been the consultant to EYSHK on TCM since 1994. Professor
Liang is the Dean of the Chinese Materia Medica Department of the Guangzhou University of
Traditional Chinese Medicine. Professor Liang holds a medical degree from the University of Beijing.
Li Kwing Yee has been our consultant on pharmaceutical and regulatory matters since 1994. Mr Li
has previously held the post of chief pharmacist in the Government Medical and Health Services,
Hong Kong and has worked in the department for more than 36 years. Mr Li holds a Diploma in
Pharmacy from the University of Hong Kong. He is a registered pharmacist.
Staff
We have 566 full-time employees (216 in Hong Kong, 115 in Singapore and 235 in Malaysia) as at
29 February 2000. Of these employees, 52 are management staff, 314 are engaged in sales and
marketing, 109 in manufacturing and the remainder are employed in administration, accounting and
research.
Many of the senior staff have been with us for over 10 years. We enjoy good relationships with our
employees and have never experienced any disruption to our operations on account of labour disputes.
Directors’ Remuneration
The remuneration including accrued bonus paid to our existing directors on an aggregate basis and
in remuneration bands for FY1998 and FY1999 are as follows:-
(i) Aggregate directors’ remuneration
FY1998 FY1999
($’000) ($’000)
Non- Non-
Executive Executive Executive Executive
Directors Directors Total Directors Directors Total
555 — 555 525 — 525
(ii) Number of directors in remuneration bands:-
FY1998 FY1999
Non- Non-
Executive Executive Executive Executive
Directors Directors Total Directors Directors Total
$500,000 and above — — — — — —
$250,000 to $499,999 1 — 1 1 — 1
$0 to $249,999 1 — 1 1 — 1
67

SERVICE AGREEMENTS
Our Company has on 7 July 2000 entered into separate service agreements with Richard Eu, Clifford
Eu and Leung Alan Sze Yuan (the “Executive Directors”). The principal terms of the service agreements
entered into with our Company, inter alia, are as follows:-
(1) Richard Eu, Clifford Eu and Leung Alan Sze Yuan will be paid a monthly salary of S$20,140,
S$14,840 and S$10,000 respectively;
(2) Richard Eu and Clifford Eu will be entitled to a fixed annual bonus equivalent to one month’s
salary for every calendar year of service;
(3) the Executive Directors will be entitled to any variable annual bonus which is or may be payable
by our Board at its discretion after having due regard to their performance;
(4) the Executive Directors will also be entitled to an annual increment to be determined at our
Board’s discretion;
(5) the Executive Directors shall be entitled to medical, travel, accident and life insurance coverage
to be effected and maintained by our Company; and
(6) Richard Eu and Clifford Eu shall each be entitled to the sole use of a motor car for business
purposes and our Company shall pay all expenses in connection with the use of the motor
cars. Our Company shall reimburse Leung Alan Sze Yuan all travelling expenses reasonably
and properly incurred by him in the performance of his duties.
Leung Alan Sze Yuan has also on 7 July 2000 entered into a separate service agreement with
EYSHK, and the principal terms of this service agreement include, inter alia, the following:-
(1) Leung Alan Sze Yuan will be paid a monthly salary of HK$49,210;
(2) Leung Alan Sze Yuan will also be entitled to any variable annual bonus which is or may be
payable by EYSHK’s board of directors at its discretion after having due regard to his
performance;
(3) EYSHK shall provide Leung Alan Sze Yuan with an apartment at a rental rate of HK$19,000
per month; and
(4) EYSHK shall reimburse Leung Alan Sze Yuan all travelling expenses reasonably and properly
incurred by him in the performance of his duties.
All the above-mentioned service agreements provide that the employment of the Executive Directors
will be for an initial period of 3 years and renewable annually thereafter unless otherwise terminated
in accordance with the terms and conditions of the service agreements. The service agreements
may be terminated by either party giving not less than 3 months written notice to the other party or
salary in lieu of notice. Further, all the above-mentioned service agreements provide that unless with
the prior consent of the respective board of directors, none of the Executive Directors are permitted
to be directly or indirectly engaged, concerned or interested in the conduct of any business competing
with our business (whether alone or in partnership or as a director in any other company so engaged,
concerned or interested) and assist any person, firm or company with technical advice in respect of
any competing business in the course of their employment with us.
Had the proposed service agreements been in force at the beginning of FY1999, the profit after tax
and extraordinary items would have been approximately $3.8 million instead of $4.0 million. The
reduction in profit was due to the additional remuneration payable to Leung Alan Sze Yuan, who was
appointed as an Executive Director in April 2000. Before that, he was not an employee of our Company.
Save for Richard Eu and Clifford Eu, none of the Eu family members are in our employment.
68

We had also previously entered into various letters of employment with all our Executive Officers.
Such letters typically provide for the salary payable to our Executive Officers, leave entitlement,
medical benefits and terms of termination.
Save as disclosed above, there are no other existing or proposed service agreements between us,
our Subsidiaries or our Associated Companies and any Director or Executive Officer.
SHARE OPTION SCHEME
EYS ESOS
The EYS ESOS was approved by our shareholders at an Extraordinary General Meeting on 3 July
2000. The EYS ESOS will provide executives, executive Directors and employees of our Group and
Associated Companies who meet the eligibility criteria and who have contributed to our success and
development with an opportunity to participate in the equity of our Company and to motivate them
towards better performance through increased dedication and loyalty. The EYS ESOS, which also
forms an integral and important component of a compensation plan, is designed to reward and
retain executives, executive Directors and employees whose services are vital to our well-being and
success.
The EYS ESOS shall be administered by a committee with powers to determine, inter alia, the
following:-
(1) persons to be granted options;
(2) number of options to be offered;
(3) the amount of discount to be given; and
(4) recommendations for modifications to the ESOS.
The options will be granted at the average of the last dealt prices for the shares on the SGX-ST for
the 10 consecutive market days immediately preceding the relevant date of grant for which there
was trading in the Shares on the SGX-ST or at a discount of up to 20% thereof. The committee, in
granting options, shall be at liberty to take into consideration factors including, but not limited to, our
performance, the years of service and individual performance of the eligible persons, the contribution
of the eligible persons to our success and development, and the prevailing market and economic
conditions.
The rationale for granting Options at discounted exercise prices are as follows:-
The ability to offer options to participants of the ESOS with exercise prices set at a discount to the
prevailing market prices of the Shares will operate as a means to recognise participants for their
performance as well as to motivate them to continue to excel while encouraging them to greater
dedication and loyalty to our Group through longer vesting period before the option may be exercised.
The flexibility to grant Options with discounted prices is also intended to cater to situations where
the stock market performance has overrun the general market conditions. In which event, the
Committee will have absolute discretion to:-
(1) grant options with discounted exercise prices subject to the aforesaid limit; and
(2) determine the participants to whom, and the options to which, such reduction in exercise prices
will apply.
In determining whether to give a discount and the quantum of the discount, the Committee shall be
at liberty to take into consideration factors including the performance of our Company, our Group,
the performance of the participant concerned, the contribution of the participant to the success and
development of our Group, and the prevailing market conditions.
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It is envisaged that our Company may consider granting the Options with exercise prices set at a
discount to the market price of the Shares prevailing at the time of grant under circumstances
including (but not limited to) the following:-
(1) where, due to speculative forces in the stock market resulting in an overrun of the market, the
market price of the Shares at the time of the grant of options is not a true reflection of the
financial performance of our Company;
(2) to enable our Company to offer competitive remuneration packages in the event that the practice
of granting options with exercise prices that have a discount element becomes a general market
norm. As share options become more significant components of executive remuneration
packages, a discretion to grant options with discounted prices will provide our Company with a
means to maintain the competitiveness of our Group compensation strategy; and/or
(3) where our Group needs to provide more compelling motivation for specific business units to
improve their performance, grants of share options with discounted exercise prices will help to
align the interests of employees to those of the shareholders as they would be perceived more
positively by the employees who receive such options.
The Committee will determine on a case by case basis whether a discount will be given, and if so,
the quantum of the discount, taking into account the objective that is desired to be achieved by our
Company and the prevailing market conditions. As the actual discount given will depend on the
relevant circumstances, the extent of the discount may vary from one case to another, subject to a
maximum discount of 20 per cent. to the average of the last dealt prices for a Share for the five
consecutive trading days immediately preceding the date of offer of the option.
The discretion to grant options to subscribe for Shares at an exercise price set at a discount to the
market price, will however, by used judiciously.
The cost to our Company of granting options under the Scheme would be as follows:-
(1) the exercise of an option at the exercise price would translate into a reduction of the proceeds
from the exercise of such option, as compared to the proceeds that our Company would have
received from such exercise had the exercise been made at the prevailing market price of the
Shares. Such reduction of the exercise proceeds would represent the monetary cost to our
Company;
(2) as the monetary cost of granting options with a discounted exercise price is borne by our
Company, the earnings of our Company would effectively be reduced by an amount
corresponding to the reduced interest earnings that our Company would have received from
the difference in proceeds from exercise price with no discount versus the discounted exercise
price. Such reduction would, accordingly, result in the dilution of our Company’s earnings per
share; and
(3) the effect of the issue of new shares upon the exercise of options on our Company’s net
tangible asset per share is accretive if the exercise price is above the net tangible asset per
share, but dilutive otherwise. The dilutive effect is greater if the exercise price is at a discount
to the market price.
The objectives of the EYS ESOS are as follows:-
(1) the motivation of participants to optimise performance standards and efficiency and to maintain
a high level of contribution;
(2) the retention of key employees whose contributions are important to the long-term growth and
prosperity of our Group;
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(3) the attainment of harmonious employer/staff relations, as well as the strengthening of working
relationships with our Group’s close business associates; and
(4) the development of a participatory style of management which promotes greater commitment
and dedication amongst the employees and instills loyalty and a stronger sense of identification
with the long-term prosperity of our Group.
These objectives apply equally to employees and Directors who are Controlling Shareholders of our
Company and their associates as they are able to set the direction of our Company, define objectives
and roles of management, and influence decisions made by our Company and thus stand in a
unique position to contribute to the growth and prosperity of our Group. The grant of options under
the EYS ESOS to such persons will serve both as a reward to them for their dedicated services to
our Group and a motivation for such key employees to take a long-term view of our Group. It is
proposed that options be offered and granted to the following Directors for their dedicated and
committed services to our Group:-
(1) Richard Eu, who is our Managing Director and CEO, and a Controlling Shareholder of our
Company; and
(2) Clifford Eu, who is our Executive Director and a Controlling Shareholder of our Company.
Rationale for participation of Richard Eu
Richard Eu is one of the founding Directors and the Managing Director and CEO of our Company.
As the Managing Director and CEO of our Company, he plays a pivotal role in steering the strategic
direction of our Company. Under Richard Eu’s initiative, our TCM business was, for the first time
after more than 50 years, under a common ownership and management. Having been a Director of
our Company since its inception, Richard Eu is actively involved in the management of our Company.
Under his directorship and with the collective directorships of our Board, our turnover grew from $14
million in FY1993 to $64 million in FY1999. For these reasons, we consider his experience and
contribution towards our growth to be invaluable.
We believe that there is substantial potential future development and contribution that may be made
by Richard Eu towards steering our Group to be one of the leaders in the TCM industry and to
enhance the competitiveness of our Group and that it has much to benefit from Richard Eu’s continued
directorship in our Company. As such, we believe that it would be a substantial loss to us should
Richard Eu cease to be a Director. Also, under his service agreement as Managing Director and
CEO, Richard Eu is not entitled to profit sharing. Therefore, we are proposing to provide incentives
to Richard Eu by the grant of options under the EYS ESOS notwithstanding that Richard Eu is a
Controlling Shareholder of our Company. For the foregoing reasons, it is proposed that Richard Eu
be a participant in the EYS ESOS.
The participation in the EYS ESOS of Richard Eu will take place only after the listing of our Company
on the SGX-ST and his participation and the grant of options to him will by separate resolution be
approved by independent shareholders of our Company in general meeting. In addition, our Company
will provide the independent shareholders the justification of Richard Eu’s participation, the terms of
the options and the number of options to be granted to him for consideration during the general
meeting. Details on the number of options granted, the number of options exercised and the
subscription price (as well as the discount involved) will be disclosed in the annual report of our
Company.
Rationale for participation of Clifford Eu
Clifford Eu has been an Executive Director since 1994. He oversees our manufacturing operations
as well as product development. Prior to this, he spent four years with his family’s investment holding
group overseeing its manufacturing and distribution operations both in Singapore and Malaysia. Having
considerable experience in manufacturing and export matters, his contribution towards the efficiency
of our operations is invaluable and our present success is a clear reflection of the value of his
contribution. Under his directorship and with the collective directorships of our Board, our turnover
71

grew from $19 million in FY1994 to $64 million in FY1999. We believe that there is substantial
potential future development and contribution that may be made by Clifford Eu towards the further
development of our Group through his continuing efforts. As such, we believe that it would be a
substantial loss to us should Clifford Eu cease to be a Director. Also, under his service agreement
as Executive Director, Clifford Eu is not entitled to profit sharing. Accordingly, we are proposing to
provide incentives to Clifford Eu by the grant of options under the EYS ESOS notwithstanding that
Clifford Eu is a Controlling Shareholder of our Company. For the foregoing reasons, it is proposed
that Clifford Eu be a participant in the EYS ESOS.
The participation in the EYS ESOS of Clifford Eu will take place only after the listing of our Company
on the SGX-ST and his participation and the grant of options to him will by separate resolution be
approved by independent shareholders of our Company in general meeting. In addition, our Company
will provide the independent shareholders the justification of Clifford Eu’s participation, the terms of
the options and the number of options to be granted to him for consideration during the general
meeting. Details on the number of options granted, the number of options exercised and the
subscription price (as well as the discount involved) will be disclosed in the annual report of our
Company.
The extension of the EYS ESOS to confirmed full-time employees and Directors of our Group who
are Controlling Shareholders allows our Group to have a fair and equitable system to reward executive
employees who have made and continue to make important contributions to the long-term growth of
our Group. The participation by the Controlling Shareholders and their associates in the EYS ESOS
also gives our Group an additional tool at our disposal to craft a balanced and innovative overall
remuneration package for executive employees and gives us more flexibility in determining the best
method to reward executives. Although the Controlling Shareholders and their associates who are
employees or Directors may already have shareholding interests in our Company, the extension of
the EYS ESOS to encompass them ensures that they are equally entitled, with the other employees
of our Group who are not Controlling Shareholders or their associates, to take part and benefit from
this system of remuneration.
As stated above, one of the objectives of the EYS ESOS is to motivate participants to optimise
performance standards and efficiency and to maintain a high level of contribution. It is our view that
such motivation should be provided to deserving and eligible employees, whether or not they are
Controlling Shareholders. To this end, it is our intention that all employees, including Controlling
Shareholders, should be treated equally for the purposes of the EYS ESOS. We believe, accordingly,
that the application of the EYS ESOS should not unduly favour Controlling Shareholders over other
eligible employees. Conversely, we believe that Controlling Shareholders should not be excluded
from participating in the EYS ESOS solely for the reason that they are Controlling Shareholders. The
terms and conditions of the EYS ESOS do not differentiate between Directors and employees who
are Controlling Shareholders and employees who are not Controlling Shareholders in determining
the eligibility of such persons in participating in the EYS ESOS and being granted options thereunder.
As such, Controlling Shareholders would be subject to the same rules as those applicable to other
eligible employees. In this manner, the EYS ESOS would not unduly favour Controlling Shareholders
and their associates over other eligible employees.
The rules of the EYS ESOS are set out in Appendix A to this Prospectus. The members of the
committee administering the EYS ESOS are Richard Eu, Dr Jennifer Lee Gek Choo and Yeh Chung
Woo David.
SGX-ST has given in-principle approval for the EYS ESOS. No options have been granted pursuant
to the EYS ESOS.
Save as disclosed above, no person has been, or is entitled to be, granted an option to subscribe
for shares in or debentures of our Company, any of our Subsidiaries or any of our Associated
Companies.
72

PROPERTIES AND FIXED ASSETS
Major properties owned by us as at 29 February 2000 were as follows:-
Accumulated
Description/Location, Depreciation Net Book
Unexpired Term and as at Value as at Valuation/ Surplus Surplus
Annual Rental if Floor 29 February 29 February Date of Basis of from taken into
Leasehold Area Tenure Cost 2000 2000 Valuation Valuation* Valuation Books Valuer
(Sq. ft.) S$ S$ S$ S$ S$ S$
265, 265A, 265B & C 5,590 999 years from 3,230,000 — 3,230,000 30/06/1999 3,230,000 — — Jones Lang
South Bridge Road, 1/10/1823 LaSalle Property
Singapore Consultants Pte Ltd
269, 269A , 269B & C 15,048 Lot 99871A 7,500,000 32,000 7,468,000 30/06/1999 7,500,000 — — Jones Lang
South Bridge Road, 999 years from LaSalle Property
Singapore 1/10/1823 Consultants Pte Ltd
Lot 99869K, 99868A
& 99866P
999 years from
1/10/1827
73
273, 273A, 273B & C 10,027 999 years from 5,600,000 — 5,600,000 30/06/1999 5,600,000 — — Jones Lang
South Bridge Road, 1/10/1823 LaSalle Property
Singapore Consultants Pte Ltd
16,330,000 — 16,298,000 16,330,000 — —
* The valuation is based on direct comparison with transactions of comparable properties around the material date of valuation within the vicinity. The valuation was not prepared by the
Valuer for incorporation in this Prospectus.
The aggregate net book values of other properties in Hong Kong and Malaysia owned by us as at 29 February 2000 were approximately HK$22.2 million
and approximately RM13.4 million respectively. We do not have any significant fixed assets as at 29 February 2000.

LETTER FROM THE AUDITORS AND REPORTING ACCOUNTANTS
IN RELATION TO THE ESTIMATED CONSOLIDATED PROFIT OF THE
PROFORMA GROUP FOR THE FINANCIAL YEAR ENDED 30 JUNE 2000
14 July 2000
The Board of Directors
Eu Yan Sang International Ltd
269A South Bridge Road
Singapore 058818
Dear Sirs
This letter has been prepared for inclusion in the Prospectus dated 14 July 2000 (“the Prospectus”)
in connection with the invitation by Eu Yan Sang International Ltd (“the Company”) in respect of
71,500,000 ordinary shares of $0.05 each in the capital of the Company.
We have examined the consolidated profit forecast of the Company and its Subsidiaries (“the Proforma
Group”) for the financial year ended 30 June 2000 in accordance with the Singapore Standards on
Auditing applicable to the examination of the prospective financial information. The Directors are
solely responsible for the forecast including the assumptions on which the forecast is based. The
forecast forms the basis of the profit estimate for the financial year ended 30 June 2000 made by
the Directors on page 56 of the Prospectus.
The profit forecast includes the results shown by the audited financial statements of the Proforma
Group for the eight months ended 29 February 2000.
Based on our examination of the evidence supporting the assumptions, nothing has come to our
attention to cause us to believe that these assumptions do not provide a reasonable basis for the
profit forecast. Further, in our opinion, the forecast, so far as the accounting policies and calculations
are concerned, is properly prepared on the basis of the assumptions, is consistent with the accounting
policies normally adopted by the Proforma Group, and has been presented in accordance with
Statements of Accounting Standard.
Yours faithfully,
ERNST & YOUNG
Certified Public Accountants
Singapore
74

14 July 20000
The Shareholders
Eu Yan Sang International Ltd
269A South Bridge Road
Singapore 058818
Dear Sirs
DIRECTORS’ REPORT
This report has been prepared for inclusion in the prospectus dated 14 July 2000 (the “Prospectus”)
in connection with the invitation in respect of 71,500,000 new ordinary shares of $0.05 each in the
capital of Eu Yan Sang International Ltd (the “Company”).
On behalf of the Directors of the Company, I report that, having made the due inquiry in relation to
the interval between 29 February 2000, the date to which the last audited accounts of the Company,
its Subsidiaries and its Associated Companies were made up, and the date hereof, being a date not
earlier than 14 days before the issue of this Prospectus, and save as disclosed in this Prospectus:-
(i) in the opinion of the Directors, the business of the Company, its Subsidiaries and its Associated
Companies has been satisfactorily maintained;
(ii) in the opinion of the Directors, no circumstances have arisen since the last Annual General
Meeting of the Company which would adversely affect the trading or the value of the assets of
the Company, its Subsidiaries and its Associated Companies;
(iii) the current assets of the Company, its Subsidiaries and its Associated Companies appear in
the books at values which are believed to be realisable in the ordinary course of business;
(iv) there are no contingent liabilities by reason of any guarantees given by the Company, its
Subsidiaries or its Associated Companies; and
(v) save as disclosed on pages 23 to 25 of this Prospectus, there has been no change in the
published reserves or any unusual factor affecting the profits of the Company, its Subsidiaries
and its Associated Companies since the date that the last audited accounts were made up to.
Yours faithfully
for and on behalf of the Board of Directors
Richard Eu
Managing Director and CEO
Eu Yan Sang International Ltd
75

14 July 2000
The Board of Directors
Eu Yan Sang International Ltd
269A South Bridge Road
Singapore 058818
Dear Sirs:
A. INTRODUCTION
ACCOUNTANTS’ REPORT
This report has been prepared for inclusion in the Prospectus of Eu Yan Sang International Ltd
(the “Company”) dated 14 July 2000 in connection with the Invitation (“the Invitation”) by the
Company in respect of 71,500,000 new ordinary shares of S$0.05 each in the capital of the
Company (the “Shares”) comprising 7,200,000 Offer Shares at S$0.35 per share by way of
public offer and 64,300,000 Placement Shares at S$0.35 per share by way of placement payable
in full on application.
B. THE COMPANY
The Company was incorporated in the Republic of Singapore on 10 April 1993 as a private
limited company, under the name of Videlli Pte Ltd, which was changed to Eu Yan Sang
International Holdings Pte Ltd on 1 September 1993. It was converted into a public limited
company on 6 July 2000 and changed its name to Eu Yan Sang International Ltd.
The initial authorised share capital of the Company was S$10,000,000, comprising 10,000,000
ordinary shares of S$1.00 each. During the financial year ended 30 June 1997, the Company
increased its authorised share capital from S$10,000,000 to S$40,000,000 by the creation of
30,000,000 ordinary shares of S$1.00 each. The Company then sub-divide the 40,000,000
ordinary shares of S$1.00 each in the authorised share capital into 400,000,000 ordinary shares
of S$0.10 each.
The movements in the issued and paid-up capital of the Company since the date of incorporation
to 29 February 2000 are as shown below:
Number of
Financial year Purpose ordinary shares Amount
S$
30 June 1994 2 subscriber shares of S$1.00 each 2 2
issued at par
30 June 1994 4,999,998 ordinary shares of S$1.00 4,999,998 4,999,998
each issued at par for initial working
capital purpose
30 June 1994 5,000,000 ordinary shares of S$1.00 5,000,000 5,000,000
each issued at par to convert loans
from shareholders into share capital
76
10,000,000 10,000,000

B. THE COMPANY (continued)
Number of
Financial year Purpose ordinary shares Amount
S$
30 June 1997 Sub-divide its issued and paid-up 100,000,000 10,000,000
share capital of 10,000,000 ordinary
shares of S$1.00 each into
100,000,000 ordinary shares of
S$0.10 each
30 June 1998 2,350,287 ordinary shares of S$0.10 2,350,287 235,029
each issued at a premium of S$0.0921
per share in exchange for 2,011,784
ordinary shares of Essence Holdings
Limited
30 June 1999 1,937,722 ordinary shares of S$0.10 1,937,722 193,772
each issued at a premium of S$0.1561
per share for additional working capital
purpose
77
104,288,009 10,428,801
The issued and fully paid share capital of the Company as at 29 February 2000 was
S$10,428,801 divided into 104,288,009 ordinary shares of S$0.10 each.
The principal activities of the Company are investment holding and the provision of management
services to its subsidiary companies. The subsidiary companies invest in properties, act as
commission agents for all kinds of pharmaceutical products and are engaged in the
manufacturing, distribution and sale of Chinese, Western and other medicines.
At an Extraordinary General Meeting held on 3 July 2000, the shareholders of the Company
approved, inter alia, the following:
(a) an increase in the authorised share capital of the Company from $40,000,000, comprising
400,000,000 ordinary shares of S$0.10 each, to $80,000,000, comprising 800,000,000
ordinary shares of S$0.10 each by the creation of additional 400,000,000 ordinary shares
of S$0.10 each;
(b) the issue of 2,798,570 new ordinary shares of $0.10 each at par pursuant to the
Restructuring Exercise as set out in Section C of this report;
(c) the sub-division of each ordinary share of S$0.10 each in the authorised and issued share
capital of the Company into 2 ordinary shares of S$0.05 each (“Share Split”);
(d) the conversion of the Company into a Public Limited Company and the change of the
Company’s name to “Eu Yan Sang International Ltd”; and
(e) the allotment and issue of 71,500,000 New Shares of S$0.05 each pursuant to the invitation
on the basis that the New Shares, when issued and fully paid, will rank pari passu in all
respects with the existing issued shares of the Company.

C. THE RESTRUCTURING EXERCISE
In connection with the Invitation, a restructuring exercise took place pursuant to which the
Company acquired the entire issued and paid-up share capital of Essence Holdings Limited
(“Essence”) and through its subsidiary company, Eu Yan Sang (Singapore) Private Limited,
acquired EYS Ventures Pte Ltd.
Essence is an investment holding company incorporated on 19 March 1996 to acquire Eu Yan
Sang (Hong Kong) Limited, which was listed on the Hong Kong Stock Exchange, by way of an
unconditional general offer to Eu Yan Sang (Hong Kong) Limited’s existing shareholders at
HK$1.25 each. The offer was fully accepted by the shareholders of Eu Yan Sang (Hong Kong)
Limited and Eu Yan Sang (Hong Kong) Limited became a wholly owned subsidiary company of
Essence on 1 January 1997. Eu Yan Sang (Hong Kong) Limited was then delisted from the
Hong Kong Stock Exchange.
On 28 February 2000, Essence repurchased 66,666,667 of its own shares of par value of
HK$1.00 each from some of its shareholders at a total consideration of HK$80,000,000.
On 3 July 2000, the Company acquired 63,804,085 ordinary shares of HK$1.00 each in Essence
from the other shareholders of Essence. The purchase consideration for Essence was computed
based on its audited Group net asset value of HK$1,303,546 as at 29 February 2000 and
taking into account the 2,011,784 ordinary shares of Essence which were already held by the
Company. The purchase consideration was satisfied by the allotment and issue of 2,798,570
new ordinary shares of S$0.10 each at par to the other shareholders of Essence.
On 10 July 2000, Essence was put into members’ voluntary liquidation which is expected to be
completed after the listing of the Company and all the assets of Essence, including 183,017,105
ordinary shares of Eu Yan Sang (Hong Kong) Limited will be distributed in specie to the Company.
On 1 June 2000, EYS Ventures Pte Ltd issued 1,998 additional ordinary shares of S$1.00 each
to Eu Yan Sang (Singapore) Private Limited at par for cash to increase its paid up share capital
to S$2,000.
On 5 June 2000, Eu Yan Sang (Singapore) Private Limited acquired the remaining two ordinary
shares of S$1.00 each in EYS Ventures Pte Ltd from the existing shareholders of EYS Ventures
Pte Ltd at approximately S$22 per ordinary share. The consideration for the acquisition of the
shares of EYS Ventures Pte Ltd was based on its adjusted net tangible assets of S$44,780 as
at 29 February 2000, after taking into account the additional shares issued to Eu Yan Sang
(Singapore) Private Limited.
Upon the completion of the restructuring exercise, Eu Yan Sang (Hong Kong) Limited and EYS
Ventures Pte Ltd became wholly-owned subsidiary companies of the Company and the resultant
issued and paid-up share capital of the Company increased from $10,428,801 comprising
104,288,009 ordinary shares to $10,708,658 comprising 107,086,579 ordinary shares.
78

D. THE PROFORMA GROUP
Upon completion of the Restructuring Exercise referred to in Section C, the Company has the
following subsidiary and associated companies (referred to collectively with the Company as
the “Proforma Group”):
Issued and
paid-up Percentage
capital of equity
(after Re- held by the
Country of structuring Proforma Principal activities
Name of Company incorporation Exercise) Group (Place of business)
‘000 %
Subsidiary companies
Eu Yan Sang (Singapore) Singapore S$500 100 Distribution and sale
Private Limited (1) of traditional Chinese
and other medicines
(Singapore)
Eu Realty (Singapore) Singapore S$827 100 Property investment
Private Limited (1) and sale of traditional
Chinese and other
medicines
(Singapore)
EYS Ventures Pte Ltd (5) Singapore S$2 100 Remittance commission
agent
(Singapore)
Eu Yan Sang (1959) Malaysia RM6,033 100 Distribution and sale of
Sdn Berhad (2) traditional Chinese and
other medicines
(Malaysia)
Weng Li Sdn Bhd (2) Malaysia RM100 100 Commission agent in all
kinds of pharmaceutical
products and
manufacturer of medical
pills and capsules
(Malaysia)
Eu Yan Sang Malaysia RM100 100 Property investment
Heritage Sdn Bhd (6) and provision of
management services
(Malaysia)
Essence Holdings The British HK$65,816 100 Investment holding
Limited (7) Virgin Islands (The British Virgin
(Under member’s
voluntary liquidation)
Islands)
Eu Yan Sang Hong Kong HK$18,302 100 Manufacturing,
(Hong Kong) Limited (3) processing and sales of
traditional Chinese
medicines
(Hong Kong)
Eu Yan Sang (China
Ventures) Limited
Hong Kong # 100 Dormant
(3)
Synco (H.K.) Limited (3) Hong Kong HK$700 100 Manufacturing,
processing and sales of
western pharmaceutical
products
(Hong Kong)
Top Lot Limited (3) Hong Kong HK$3,610 100 General trading and
provision of advertising
agency
(Hong Kong)
Eu Yan Sang (Properties) Hong Kong # 100 Property investment
Limited (3) (Hong Kong)
Eu Yan Sang (Export) The British # 100 Dormant
Limited (3) Virgin Islands
79

D. THE PROFORMA GROUP (continued)
Issued and
paid-up Percentage
capital of equity
(after Re- held by the
Country of structuring Proforma Principal activities
Name of Company incorporation Exercise) Group (Place of business)
‘000 %
EYS Marketing Private
Limited
Singapore 10 100 Dormant
(5)
EYS Corporation Limited (4) Hong Kong # 100 Dormant
Associated company
Degree Achievement Malaysia # 25 Property investment
Sdn Bhd (6) (Malaysia)
Ernst & Young Singapore was appointed as auditors of the Company since the date of its
incorporation.
(1) Audited by Ernst & Young Singapore for each of the five financial years and the eight-month period ended 29
February 2000 covered by this report.
(2) Audited by Ernst & Young Malaysia for each of the five financial years and the eight-month period ended 29
February 2000 covered by this report.
(3) Audited by Deloitte Touche Tohmatsu International (formerly BDO Kwan Wong Tan & Fong, Certified Public
Accountants) for the financial years ended 30 June 1997 to 30 June 1998, and subsequently by Ernst & Young
Hong Kong.
(4) Audited by Ernst & Young Hong Kong since the date of its incorporation.
(5) Audited by R Chan & Co since the dates of their incorporation.
(6) Audited by Tan Chuan Hock & Co. since the dates of their incorporation.
(7) Audited by Ernst & Young Singapore since the date of its incorporation.
# Denote less than $1,000.
E. FINANCIAL INFORMATION
The financial information set out in this report is expressed in Singapore dollars and shows the
Proforma Group financial results for each of the five financial years ended 30 June 1995 to 30
June 1999 and the eight-month period ended 29 February 2000, the Balance Sheets of the
Proforma Group as at the end of each of the respective five financial years ended 30 June
1995 to 30 June 1999 and as at 29 February 2000 and the Statement of Net Assets as at 29
February 2000 of the Proforma Group and the Company.
The Statement of Proforma Group Results, Balance Sheets and Statement of Net Assets of the
Proforma Group have been prepared on the assumption that the current Proforma Group structure
as outlined in Section D above had been in existence since 1 January 1997, the date in which
Eu Yan Sang (Hong Kong) Limited was acquired by Essence. Prior to 1 January 1997, the
Proforma Group financial results consist only the results of the Company and its subsidiary
companies in Singapore and Malaysia.
The financial information is based on the audited financial statements of the companies now
comprising the Proforma Group, and has been prepared on the basis of the accounting policies
set out in Section J, after making such adjustments as we considered necessary.
The objective of the financial information of the Proforma Group is to show what the historical
information might have been had the Proforma Group listed in Section D existed at an earlier
date. However, the financial information of the Proforma Group is not necessarily indicative of
the results of the operations or the related effects on the financial position that would have
been attained had the above mentioned Proforma Group actually existed earlier.
80

F. STATEMENT OF PROFORMA GROUP RESULTS
The Proforma Group financial results for each of the five financial years ended 30 June 1995
to 30 June 1999 and the eight-month period ended 29 February 2000, which were prepared on
the basis set out in Section E above, after making such adjustments as we considered
appropriate, are as follows:
Year ended 30 June
8 months
ended
Note 1995 1996 1997 1998 1999 29.2.2000
S$’000 S$’000 S$’000 S$’000 S$’000 S$’000
Turnover G1 19,167 22,050 41,969 59,225 64,205 48,513
Profit before taxation G2 1,304 481 5,643 5,947 5,122 5,186
Taxation G3 (413) (344) (2,083) (1,490) (1,111) (1,149)
Profit after taxation but
before extraordinary item 891 137 3,560 4,457 4,011 4,037
Extraordinary item G4 — — — (9,755) — —
Profit/(loss) after extraordinary
item attributable to shareholders 891 137 3,560 (5,298) 4,011 4,037
G. NOTES TO STATEMENT OF PROFORMA GROUP RESULTS
1. Turnover
Turnover represents rental income and sales of goods at invoiced value less returns and
trade discounts. It excludes dividends, interest income, remittance commission and intragroup
transactions.
2. Profit before taxation
Year ended 30 June
8 months
ended
1995 1996 1997 1998 1999 29.2.2000
S$’000 S$’000 S$’000 S$’000 S$’000 S$’000
Profit before taxation is stated
after charging/(crediting):
Depreciation of fixed assets 437 997 1,429 3,995 3,170 2,089
Directors’ remuneration 378 439 573 555 525 429
Bad debts written off 16 – 17 1 1 7
Provision for doubtful debts
Provision for/(write-back of)
amount due from associated
3 17 105 119 223 15
company — — — — 19 (19)
Bank interest 780 836 1,191 2,525 1,522 478
Hire purchase interest
Net (gain)/loss on disposals of
14 17 17 14 11 8
fixed assets (12) (1) 21 9 5 (7)
Net exchange (gain)/loss (136) 82 (155) 425 (308) 2
Interest income (8) (7) (25) (35) (76) (70)
Fixed assets written off 1 — 33 — 12 1
Amortisation of deferred
expenditure — — 4 — 67 45
81

G. NOTES TO STATEMENT OF PROFORMA GROUP RESULTS (continued)
3. Taxation
Year ended 30 June
8 months
ended
1995 1996 1997 1998 1999 29.2.2000
S$’000 S$’000 S$’000 S$’000 S$’000 S$’000
Provision for taxation in respect
of profit for the year:
Current taxation
— Singapore 219 208 412 401 223 296
— Malaysia 326 259 605 260 92 322
— Hong Kong – – 928 920 738 546
Deferred taxation
(Over)/under provision in
21 (45) 29 (5) (21) (12)
respect of previous years (153) (78) 109 (86) 79 (3)
413 344 2,083 1,490 1,111 1,149
Income tax is provided based on the prevailing income tax rates in the countries where the
Group operates in.
The taxation charge on the profit of the Proforma Group for the three years ended 30 June
1995, 30 June 1996 and 30 June 1997 were materially higher than the amount determined
by applying the Singapore income tax rate to the profit before taxation because of losses
incurred by certain subsidiary companies which cannot be offset against profits by other
subsidiary companies, higher tax rates applicable to overseas subsidiary companies and
expenses charged to profit and loss account which do not qualify for deduction for income
tax purposes.
The taxation charge on the profit of the Proforma Group for the year ended 30 June 1999
and the eight-month period ended 29 February 2000 were materially lower than the amount
determined by applying the Singapore income tax rate to the profit before taxation because
of lower tax rates applicable to certain overseas subsidiary companies and certain subsidiary
company utilised its tax losses, unabsorbed capital allowances and reinvestment allowance
to offset against its taxable profits.
4. Extraordinary item
Year ended 30 June
8 months
ended
1995 1996 1997 1998 1999 29.2.2000
S$’000 S$’000 S$’000 S$’000 S$’000 S$’000
Loss on disposal of land and
buildings and investment
properties — — — 9,755 — —
5. Significant related party transactions
The Group has the following significant related party transactions which took place at terms
agreed between the parties during the financial years:-
Rental paid to an associated
company in which a Director
has an interest — — — 13 54 36
82

H. BALANCE SHEETS OF THE PROFORMA GROUP
The Balance Sheet of the Proforma Group as at each of the five financial years ended 30 June
1995 to 30 June 1999 and as at 29 February 2000, prepared on the basis set out in Section
E, after making adjustments as we considered appropriate, are as follows:
As at 30 June
As at 29
February
1995 1996 1997 1998 1999 2000
S$’000 S$’000 S$’000 S$’000 S$’000 S$’000
Shareholders’ equity 12,799 12,731 37,404 30,225 32,196 18,559
Represented by:
Fixed assets 22,691 22,578 54,539 46,522 33,634 32,227
Deferred expenditure 2 4 – 92 135 93
Current assets 8,862 9,143 19,349 22,054 22,727 22,935
Less: Current liabilities (18,301) (18,553) (31,069) (34,116) (23,700) (35,946)
Net current liabilities (9,439) (9,410) (11,720) (12,062) (973) (13,011)
Long term liabilities (455) (441) (5,415) (4,327) (600) (750)
12,799 12,731 37,404 30,225 32,196 18,559
The movement in the shareholders’ equity of the Proforma Group for each of the financial years
ended 30 June 1995 to 30 June 1999 and the eight-month period ended 29 February 2000 are
as follows:
Balance brought forward
Surplus/(deficit) on asset
12,115 12,799 12,731 37,404 30,225 32,196
revaluation
Profit attributable to the
— — 7,933 (2,159) (3,612) (146)
Proforma Group 891 137 3,560 (5,298) 4,011 4,037
Issue of ordinary shares
Notional shares issued by
the company for the acquisition
— — — 451 496 —
of a subsidiary company — — 13,237 — 746 —
Repurchase of shares*
Foreign currency translation
— — — — — (17,440)
differences (134) (113) 54 659 368 (88)
Dividend paid
Goodwill arising from acquisition
(73) (74) (111) (832) (38) —
of a subsidiary company — (18) — — — —
Balance carried forward 12,799 12,731 37,404 30,225 32,196 18,559
* On 28 February 2000, Essence Holdings Limited repurchased 66,666,667 ordinary shares of HK$1.00 each at a
premium of HK$0.20 per share.
83

I. STATEMENT OF NET ASSETS
The Statement of Net Assets of the Proforma Group and of the Company as at 29 February
2000, prepared on the basis set out in Section E after making adjustments as we considered
appropriate, are as follows:
84
Note Group Company
S$’000 S$’000
Shareholders’ equity 18,559 12,454
Represented by:
Fixed assets K1 32,227 496
Interest in subsidiary companies K2 — 16,270
Deferred expenditure
Current assets
K3 93 —
Stocks K4 13,380 —
Trade debtors K5 3,170 —
Other debtors K6 2,639 373
Amounts due from subsidiary companies K7 — 8,782
Fixed bank deposit 412 304
Cash and bank balances 3,334 234
22,935 9,693
Deduct: Current liabilities
Trade creditors 5,425 –
Other creditors K8 2,538 422
Amounts due to bankers K9 26,933 12,240
Provision for taxation 1,050 194
Amount due to a subsidiary company K7 — 862
35,946 13,718
Net current liabilities
Long-term liabilities
(13,011) (4,025)
Bank loans, secured K10 366 —
Hire purchase creditors K11 315 287
Deferred taxation 69 —
(750) (287)
18,559 12,454

J. SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of accounting
The Statement of Proforma Group Results, Balance Sheets of Proforma Group and the
Statement of Net Assets of the Company and of the Proforma Group, which are expressed
in Singapore dollars, are prepared under the historical cost convention modified by revaluation
of certain fixed assets and in accordance with applicable accounting standards.
(b) Basis of consolidation
The accounting year of the Company and all its subsidiaries ends on 30 June. The Statement
of Proforma Group Results, Balance Sheets of the Proforma Group and the Statement of
Net Assets of the Proforma Group incorporate the financial statements of the Company
and all its subsidiary companies.
The results of subsidiary companies acquired or disposed of during the year are included
in or excluded from the respective dates of acquisition or disposal, as applicable. When
subsidiary companies are acquired, any excess of the consideration over the net assets at
the date of acquisition is included in goodwill on consolidation and written off against Group
reserves in the year in which it arises. Where the cost of acquisition of a subsidiary company
is less than the fair value of the net assets acquired, the discount on acquisition is taken
up as capital reserve. The name and principal activities of the subsidiary companies are
indicated in Section D.
Assets, liabilities and results of overseas subsidiary companies are translated into Singapore
dollars on the basis outlined in paragraph (k) below.
(c) Subsidiary companies
Investments in subsidiary companies are stated at cost. Provision is made for any permanent
diminution in value.
(d) Associated company
Investment in associated company is stated at cost. Provision is made for any permanent
diminution in value.
An associated company is defined as a company, not being a subsidiary, in which the
Proforma Group has a long-term interest of not less than 20% of the equity and in whose
financial and operating policy decisions the Proforma Group exercises significant influence.
The Proforma Group’s share of the results of associated company is included in the
consolidated profit and loss account. The Proforma Group’s share of the post-acquisition
reserves of associated company is included in the investments in the consolidated balance
sheet.
(e) Revenue recognition
Revenue from the sale of goods are recognised upon passage of title to the customer
which generally coincides with their delivery and acceptance.
Rental income is recognised on an accrual basis. Dividend income is included to the extent
of dividends declared during the year. Interest income is accrued on a day-to-day basis.
85

J. SIGNIFICANT ACCOUNTING POLICIES (continued)
(f) Fixed assets
Fixed assets are stated at cost or valuation less accumulated depreciation. The cost of an
asset comprises its purchase price and any directly attributable costs of bringing the asset
to working condition for its intended use. Expenditure for additions, improvements and
renewals are capitalised, and expenditure for maintenance and repairs are charged to the
profit and loss account. When assets are sold or retired, their cost and accumulated
depreciation are removed from the financial statements and any gain or loss resulting from
their disposal is included in the profit and loss account. Any surpluses held in asset
revaluation reserves in respect of previous revaluations of fixed assets disposed of during
the year are regarded as having become realised and are transferred to the profit and loss
account.
Revaluation surpluses arising on valuations of the Proforma Group’s properties are credited
direct to asset revaluation reserves. Revaluation deficits are taken to the profit and loss
account as extraordinary items in the absence of or to the extent that they exceed any
surpluses held in reserves relating to previous revaluations.
(g) Investment properties
Investment properties, are properties which are held on a long-term basis for their investment
potential and income, and are included in the balance sheet at directors’ valuation based
on their open market value.
(h) Stocks
Stocks are stated at the lower of cost and net realisable value. Cost comprises direct
materials on a first-in-first-out basis and in the case of finished products, includes direct
labour and attributable production overheads based on a normal level of activity. Net
realisable value is the estimated price less anticipated cost of disposal and after making
allowance for damaged, obsolete and slow-moving items.
(i) Deferred taxation
Deferred taxation is accounted for under the liability method whereby the tax charge for the
year is based on the disclosed book profit after adjusting for all permanent differences. The
amount of taxation deferred on account of all timing differences is reflected in the deferred
taxation account. Deferred tax benefits are not recognised unless there is reasonable
expectation of their realisation.
(j) Depreciation
Depreciation is calculated on the straight line method to write off the cost or valuation of
fixed assets over their estimated useful lives. The estimated useful lives of fixed assets are
as follows:-
Freehold and leasehold buildings — Shorter of lease term or 50 years
Plant and machinery — 5 years
Furniture, fittings and equipment — Over the lease term or 3 – 5 years
Renovations — 3 – 5 years
Plastic moulds — 5 years
Motor vehicles — 5 years
Fully depreciated fixed assets are retained in the financial statements until they are no
longer in use and no further charge for depreciation is made in respect of these assets.
No depreciation is charged for freehold land and investment properties.
86

J. SIGNIFICANT ACCOUNTING POLICIES (continued)
(k) Foreign currencies
Transactions arising in foreign currencies during the year are converted at rates closely
approximating those ruling on the transaction dates. Foreign currency monetary assets and
liabilities are converted into local currency at year-end exchange rates. All exchange
differences arising from conversion are included in the profit and loss account.
For inclusion in the consolidated financial statements, all assets and liabilities of all foreign
subsidiary companies are translated into Singapore dollars at exchange rates ruling at the
balance sheet date and the results of foreign subsidiary and associated companies are
translated at the average exchange rates. Exchange differences due to such currency
translations are included in Proforma Group foreign currency translation reserve.
(l) Deferred expenditure
Deferred expenditure comprises pre-production expenses and preliminary expenses which
are written off to profit and loss account on a straight line basis over a three-year period
commencing from the date of commercial operations.
(m) Leased assets
Where assets are financed by lease agreements that give rights approximating to ownership
(finance leases), the assets are capitalised under fixed assets as if they had been purchased
outright at the values equivalent to the present values of total rental payable during the
periods of the leases and the corresponding lease commitments are included under liabilities.
Lease payments are treated as consisting of capital and interest elements and the interest
is charged to profit and loss account. Depreciation on the relevant assets is charged to
profit and loss account on the basis outlined in paragraph (j) above.
Annual rental on operating leases is charged to profit and loss account.
K. NOTES TO THE STATEMENT OF NET ASSETS
1. Fixed assets
Accumulated Net book
Valuation Cost depreciation value
S$’000 S$’000 S$’000 S$’000
Proforma Group
Freehold land and buildings 10,464 — 1,337 9,127
Plant and machinery — 1,515 841 674
Leasehold land and buildings 18,003 — 42 17,961
Furniture, fittings and equipment — 12,416 9,048 3,368
Renovations — 960 511 449
Plastic moulds — 111 95 16
Motor vehicles — 1,223 591 632
87
28,467 16,225 12,465 32,227

K. NOTES TO THE STATEMENT OF NET ASSETS (continued)
Accumulated Net book
Valuation Cost depreciation value
S$’000 S$’000 S$’000 S$’000
Company
Motor vehicles — 531 71 460
Furniture, fittings and equipment — 285 249 36
88
— 816 320 496
(a) Included under long-term leasehold land and building is investment properties stated
at valuation with a net book value of S$8,830,000. The market value of the investment
properties is based on independent professional valuation carried out by Jones Lang
LaSalle on 30 June 1999 on the basis of open market value for existing use. The
directors are of the opinion that this value has not changed materially as at 29 February
2000.
(b) Certain properties of the Proforma Group with net book value of S$27.1 million have
been mortgaged to secure credit facilities (note 9 and 10).
The Proforma
Group Company
S$’000 S$’000
(c) Net book value of fixed assets includes
assets under hire purchase 560 460
2. Interest in subsidiary companies
Unquoted shares, at cost — 16,270
The subsidiary companies are disclosed in Section D.
3. Deferred expenditure
Cost 204 —
Accumulated amortisation (111) —
4. Stocks
93 —
Finished goods 11,878 —
Work-in-progress 652 —
Raw materials 1,383 —
Packaging materials 59 —
13,972 —
Provision for obsolete stocks (592) —
13,380 —

K. NOTES TO THE STATEMENT OF NET ASSETS (continued)
5. Trade debtors
89
The Proforma
Group Company
S$’000 S$’000
Trade debtors are stated after deducting provision
for doubtful debts of 662 —
6. Other debtors
Deposits 1,740 5
Prepaid expenses 617 264
Tax recoverable 94 94
Sundry debtors 188 10
7. Amounts due from/(to) subsidiary companies
2,639 373
Amounts due from subsidiary companies — 3,758
Loans to subsidiary companies — 5,292
Amount due to a subsidiary company — (862)
— 8,188
Provision for amount due from a subsidiary company — (268)
— 7,920
Amounts due from/(to) subsidiary companies are unsecured, interest-free and have no
fixed terms of repayment.
The loans to subsidiary companies bear interest between 3.68% to 6.75% per annum and
have no fixed terms of repayment.
8. Other creditors
Provisions 834 40
Sundry creditors 320 7
Accruals 1,322 322
Hire purchase creditors (note 11) 62 53
9. Amounts due to bankers
2,538 422
Bank loan, secured (note 10) 11,110 —
Bank overdraft, secured 3,333 —
Short term loan, secured 11,990 12,240
Short term loan, unsecured 500 —
26,933 12,240

K. NOTES TO THE STATEMENT OF NET ASSETS (continued)
9. Amounts due to bankers (continued)
The amounts due to bankers bear interest between 3.2% to 9.75% per annum, and are
secured by certain properties of the Proforma Group (Note 1(b)).
10. Bank loans, secured
90
The Proforma
Group Company
S$’000 S$’000
Repayable within 12 months (note 9) 11,110 —
Repayable after 12 months 366 —
11,476 —
The bank loans bear interest between 3.2% to 8.5% per annum are secured by certain
properties of the Proforma Group (Note 1(b)).
11. Hire purchase creditors
Repayable within one year (included in other creditors) 62 53
Repayable after one year 315 287
377 340
The future payments under hire purchase are as follows:
2000 72 64
2001 73 64
2002 73 64
2003 73 64
Remaining years 159 151
450 407
Amount representing interest (73) (67)
12. Lease commitments
377 340
The Proforma Group leases certain properties under lease agreement that are noncancellable
within a year. Future minimum lease payments for the leases with initial or
remaining terms of one year or more are as follows:
Within one year 1,379 —
In the second to fifth years 4,726 —
13. Capital commitments
6,105 —
Other than the commitments disclosed in note 14, there were no other authorised or
contracted capital commitments placed by the Proforma Group or the Company as at 29
February 2000.

K. NOTES TO THE STATEMENT OF NET ASSETS (continued)
14. Subsequent Events
(a) On 9 March 2000, the Company signed a subscription agreement to subscribe for 82
ordinary shares of S$1.00 each, representing 45% of the enlarged issued share capital
of Oxford Natural Products Asia Pte Ltd (“ONP”) at an aggregate subscription price of
S$4,299,998. S$2,149,999 of the subscription price was paid by the Company on 4
April 2000, and the remaining S$2,149,999 is payable within six months from the date
of the subscription agreement.
In conjunction with the subscription agreement, the Company may grant options to two
independent investors whereby each investors would be entitled to purchase 18 shares
of ONP from the Company at a purchase price which is equal to the Company’s cost
of subscription for the shares, plus interest accrued thereon at 6% per annum from the
date which the first payment is made by the Company. The options are to be exercised
on or before 30 September 2000, failing which the options will lapse.
Should the investors exercise these options to acquire the ONP shares from the
Company, the Company’s interest in the share capital of ONP will accordingly be reduced
to 25%.
The goodwill arising from the subscription of ONP shares amounted to approximately
S$2,363,000, and will reduce to approximately S$1,325,000 if the investors exercise
their options.
In accordance with the Proforma Group’s accounting policies set out in Section J, the
goodwill arising from the subscription will be written off against the Group reserves in
the year in which it arises.
(b) On 8 May 2000, the Company signed a joint venture agreement to subscribe for 50,000
ordinary shares of S$1.00 each at par, representing 50% of the initial paid up capital
of Yin Yang Spa Pte Ltd (“YYS”), a company incorporated in Singapore on 26 May
2000.
Under the joint venture agreement, the Company is given an option to acquire from
the other shareholder of YYS one percent of the issued and paid up capital of YYS to
increase the Company’s shareholding in YYS to 51%. The option is exercisable one
year after the date of the joint venture agreement at a price which is equivalent to
YYS’s net tangible asset at the date which the option is exercised.
L. NET TANGIBLE ASSET BACKING
The net tangible asset backing of the Proforma Group for each of the ordinary shares of
S$0.05 each based on the Statement of Net Assets of the Proforma Group as at 29 February
2000 after taking into account the effects of the restructuring exercise, share split and the
proceeds and estimated expenses from the issue of New Shares, is set out below:
91
Proforma
Group
S$’000
Net tangible assets as at 29 February 2000 18,466
Add:
Estimated proceeds from the issue of 71,500,000 New
Shares at S$0.35 for each share 25,025
Less:
Estimated issue expenses (2,000)
Net tangible assets after issue of New Shares 41,491

L. NET TANGIBLE ASSET BACKING (continued)
Issued share capital
92
Number of
shares
Issued and fully paid ordinary shares of S$0.10 each as at
29 February 2000 104,288,009
Issue of New Shares pursuant to the Restructuring Exercise
as set out in Section C of this report 2,798,570
107,086,579
Sub-division of issued and paid up share capital of 107,086,579
ordinary shares of $0.10 each into 214,173,158 ordinary shares
of $0.05 each (Pre-floatation share capital) 214,173,158
Issue of 71,500,000 New Shares of S$0.05 each which form part
of this Invitation 71,500,000
285,673,158
Net tangible asset backing for each ordinary share of S$0.05
— after restructuring, share split but before issue of New Shares 8.6 cents*
— after restructuring, share split and issue of New Shares 14.5 cents*
* As more fully described in note 14(a) of Section K, subsequent to 29 February 2000, the Company subscribed 82
ordinary shares of S$1.00 each in Oxford Natural Products Asia Pte Ltd for S$4,299,998. The goodwill arising from
the subscription amounted to approximately S$2,363,000. In computing the net tangible asset backing for each
ordinary share of S$0.05, no adjustment was made for goodwill arising from the subscription of these shares. Had
the goodwill been adjusted against shareholders’ equity of the Proforma Group, the net tangible asset backing for
each ordinary shares of S$0.05 would have been as follows:
(a) On the basis of 45% equity interest in Oxford Natural Products Asia
Pte Ltd
— after restructuring, share split but before issue of New Shares 7.5 cents
— after restructuring, share split and issue of New Shares 13.7 cents
(b) On the basis of 25% equity interest in Oxford Natural Products Asia
Pte Ltd
M. DIVIDENDS
— after restructuring, share split but before issue of New Shares 8.0 cents
— after restructuring, share split and issue of New Shares 14.1 cents
Dividends declared and paid by the company were as follows:
Financial year Rate of dividend
Net Dividend
paid/declared
S$’000
30 June 1995 1.0% 73
30 June 1996 1.0% 74
30 June 1997 1.5% 111
30 June 1998 0.5% 38
30 June 1999 0.5% 38

N. AUDITED FINANCIAL STATEMENTS
No audited financial statements of the Company or any of its subsidiary companies have been
prepared for any period subsequent to 29 February 2000.
O. STATEMENT OF ADJUSTMENTS
The Statement of Proforma Group Results have been arrived at after taking into account the
following adjustments:
Year ended 30 June
8 months
ended
1995 1996 1997 1998 1999 29.2.2000
S$’000 S$’000 S$’000 S$’000 S$’000 S$’000
(i) Turnover
Turnover of the Proforma Group from
summation of individual companies’
audited financial statements
Adjustments in respect of elimination
19,167 22,050 43,754 64,470 67,614 51,883
of inter-company sales — — (1,785) (5,245) (3,409) (3,370)
Adjusted turnover of the Proforma
Group as per Statements of
Proforma Group Results 19,167 22,050 41,969 59,225 64,205 48,513
(ii) Profit before taxation
Yours faithfully,
Profit before taxation of the Proforma
Group from summation of individual
companies’ audited financial
statements
Adjustment in respect of unrealised
profits on stocks sold within the
1,304 481 5,905 6,111 4,923 5,253
Proforma Group — — (262) (164) 199 (67)
Adjusted profit before taxation of the
Proforma Group as per Statements
of Proforma Group Results 1,304 481 5,643 5,947 5,122 5,186
ERNST & YOUNG
Certified Public Accountants
Singapore
93

GENERAL AND STATUTORY INFORMATION
1. The interests of the Directors and substantial Shareholders in the Shares as at the date of this
Prospectus (before the Invitation) as recorded in the Register of Directors’ Shareholdings
maintained under the Act and the Register of Substantial Shareholders are as follows:-
No. of Shares
No. of Shares in which the
registered in the Directors or
names of substantial
Directors and Shareholders
substantial are deemed to
Shareholders % have an interest %
Directors
Joseph Eu 10,859,964 5.07 — —
Richard Eu 8,990,069 (1)(9) 4.20 63,332,180 (2)(9) 29.57
Clifford Eu 2,595 (9) * 72,741,414 (3)(9) 33.95
Leung Alan Sze Yuan — — 5,022,086 (1) Dr David Eu
2.35
(alternate to Richard Eu) — — 44,992,180 (4) Laurence Eu
21.00
(alternate to Clifford Eu) — — 65,991,414 (3) 30.81
Robert Eu — — — —
Yeh Chung Woo David — — 5,665,526 (5) 2.65
Dr Jennifer Lee Gek Choo — — — —
Substantial Shareholders
RHPL — — 43,816,366 (6) 20.46
Ridalege Investments 43,816,366 20.46 — —
Euco 61,486,814 28.72 2,780,000 (3) 1.30
Bestand 21,970,828 10.26 — —
Geoffrey Eu 2,285,874 1.07 44,992,180 (7) 21.00
Helena Eu — — 44,992,180 (8) 21.00
The substantial Shareholders do not have different voting rights.
Notes:-
(1) The deemed interest of Leung Alan Sze Yuan arises from an Option Agreement dated 7 July 2000, whereby
Richard Eu granted an option (the “Option”) to Leung Alan Sze Yuan to purchase a total of 5,022,086 Shares.
The Option is exercisable in full or in part during the period commencing 6 months from the listing of our
Company on the Main Board of the SGX-ST (the “Commencement Date”) and ending 6 months from the
Commencement Date.
(2) The deemed interests of Richard Eu arises from his 25% direct interest in RHPL, which has a direct 100%
interest in Ridalege Investments (see pages 26 and 27 of this Prospectus), and his 25% direct interest in
Ridalege HK (see pages 26 and 27 of this Prospectus).
(3) The deemed interests of Clifford Eu and Laurence Eu arise from their respective 50.0% direct interests in Euco
(see pages 26 and 27 of this Prospectus) and their respective 44% direct interests in Woldseth (see pages 26
and 27 of this Prospectus). Euco has charged 2,780,000 Shares to OUB in respect of an overdraft facility
granted by OUB to Clifford Eu. The legal title to the 2,780,000 Shares has been transferred by Euco to OUB
Nominees. Euco is the beneficial owner of the 2,780,000 Shares. Clifford Eu and Laurence Eu are deemed to be
interested in the Shares held by Euco including the 2,780,000 Shares.
(4) The deemed interest of Dr David Eu arises from his 25% direct interest in RHPL, which has a direct 100%
interest in Ridalege Investments (see pages 26 and 27 of this Prospectus), and his 25% direct interest in
Ridalege HK (see pages 26 and 27 of this Prospectus).
(5) The deemed interest of Yeh Chung Woo David arises from his 100% direct interest in Universal International
Investment Limited.
94

(6) The deemed interest of RHPL arises from its 100% direct interest in Ridalege Investments.
(7) The deemed interest of Geoffrey Eu arises from his 25% direct interest in RHPL, which has a direct 100%
interest in Ridalege Investments (see pages 26 and 27 of this Prospectus), and his 25% direct interest in
Ridalege HK (see pages 26 and 27 of this Prospectus).
(8) The deemed interest of Helena Eu arises from her 25% direct interest in RHPL, which has a direct 100%
interest in Ridalege Investments (see pages 26 and 27 of this Prospectus), and her 25% direct interest in
Ridalege HK (see pages 26 and 27 of this Prospectus).
(9) Richard Eu and Clifford Eu have charged 18,340,000 and 6,750,000 Shares respectively to OUB in respect of
overdraft facilities granted by OUB to each of Richard Eu and Clifford Eu. The legal title to the 18,340,000 and
6,750,000 Shares have been transferred to OUB Nominees. Richard Eu and Clifford Eu are the beneficial owners
of the 18,340,000 and 6,750,000 Shares respectively.
2. The list of present and past directorships of each Director, excluding those held in our Company,
over the past five years preceding the date of this Prospectus, are as follows:-
Name List of Other Directorships List of Past Directorships
Joseph Eu Group Companies Group Companies
Degree Achievement Nil
Eu Realty
EYS 1959
EYS Heritage
EYSS
Weng Li
Other Companies Other Companies
Essence (Undergoing members’ Sime Axa Assurance Berhad
voluntary liquidation)
Impact Industries (Malaysia) Sdn.
Bhd.
Scenic Hill Sdn. Bhd.
Tong Peng Estate Sdn. Bhd.
Richard Eu Group Companies Group Companies
Degree Achievement EYS Marketing Sdn. Bhd.
Eu Realty
EYS 1959
EYS China
EYS Corporation
EYS Heritage
EYS Marketing
EYS Properties
EYS Ventures
EYSHK
EYSS
ONP Asia
Synco
Top Lot
Weng Li
Yin Yang Spa
95

Name List of Other Directorships List of Past Directorships
Other Companies Other Companies
Bel-Air Fashion Pte Ltd Euston Holdings Pte Ltd
Dataprep Asia Pte Ltd Gelostar Asia Pacific Pte Ltd
Essence (Undergoing members’ Lan Asiapacific Pte Ltd
voluntary liquidation)
Euston International Holdings
Pte Ltd
Honway Development Co. Pte Ltd
Magna Media Holdings Pte Ltd
Majulah Investments Pte Ltd
Medford Pte Ltd
NUS Technology Holdings Pte Ltd
RHPL
Ridalege HK
Ridalege Holdings Pte Ltd
Ridalege Trading Pte Ltd
Rochester Gold Limited
Roomful of Blues Pte Ltd
World Waterski Pte Ltd
Clifford Eu Group Companies Group Companies
Degree Achievement EYS Marketing Sdn. Bhd.
Eu Realty
EYS 1959
EYS China
EYS Corporation
EYS Heritage
EYS Marketing
EYS Properties
EYS Ventures
EYSHK
EYSS
ONP Asia
Synco
Top Lot
Weng Li
Other Companies Other Companies
Ampang Investments Limited Nu-Life Health Products Pte Ltd
Cliverance Limited
Essence (Undergoing members’
voluntary liquidation)
Euco International Sdn. Berhad
Euco Investments Resources
Pte Ltd
Euco Properties Pte Ltd
Euco Resources Sdn. Bhd.
Euco
HCH Holdings (Private) Limited
J.K.E. Sendirian Berhad
Life Essence Pte Ltd
Seri Kelebang Property Sdn. Bhd.
Supreme Health Products Pte Ltd
Supreme Health Products Sdn. Bhd.
(Alternate Director)
Swima Holdings Sdn. Bhd.
Woldseth
96

Name List of Other Directorships List of Past Directorships
Leung Alan Group Companies Group Companies
Sze Yuan Yin Yang Spa Nil
Other Companies Other Companies
Essence (Undergoing members’ SPI Holdings Limited
voluntary liquidation) SPI Technologies, Inc.
Robert Eu Group Companies Group Companies
Nil EYS Corporation
EYS Properties
EYSHK
Other Companies Other Companies
Matthews International Capital Atop Holdings Pte Ltd
Management H&Q Asia Pacific (HK) Limited
Essence (Undergoing members’ Shanghai Links Executive
voluntary liquidation) Community Limited
Sinogen International Limited
Tieling Angus Limited
Yeh Chung Woo Group Companies Group Companies
David Nil Nil
Other Companies Other Companies
Allington Limited Central Way (Pacific) Ltd
China Aeronautical Technology China Tourism Investment Co Ltd
Fund Ltd. Shanghai Toys & Leisure Products
CIG International (USA) Ltd. Mfg. (HK) Ltd
Dama Limited Shanghai Toys Import and
Deep Adventures Resources Ltd Export Co Ltd
Fortuneway Int’l Investment Ltd TL Aero-Fund Investment
FPB Bank Holding Company Management Limited
Limited Universal Associated Company Ltd
Hong Kong Children’s Palace Ltd Universal Chapman Inc
Hong Kong Soong Ching Ling Universal Rivergate Inc
Children’s Palace Ltd Universal West Falls Church Inc
Landview Properties Ltd Wide-View Holding Limited
Major Fabricare Holdings Ltd
MBO Partners Limited
Med-Tel International Corporation
New Focus Group Inc
Newinning Limited
Shanghai Major Fabricare Chain
Store Co. Ltd.
Shanghai Universal Centre &
Commercial Building Co. Ltd.
Suzhou AJ Universal Real Estate
Development Co. Ltd.
Suzhou Huanqiu Real Estate
Development Co. Ltd.
Universal AJ Massachusetts Ave.
Inc
Universal Fidelity Ltd
Universal International Development
(Suzhou) Co Ltd
Universal International Group Ltd
Universal International Investment
(China) Ltd
Universal International Investment
(Suzhou) Co Ltd
97

Name List of Other Directorships List of Past Directorships
Universal International Investments
(BVI) Ltd
Universal International Investments
(USA) Inc
Universal International Investment
(Shanghai) Co Ltd
Universal International Investment
Limited
Universal Med-Tel Ltd
Universal Realty Co Ltd
Universal-Centre Investment Co Ltd
Dr Jennifer Lee Group Companies Group Companies
Gek Choo Nil Nil
Other Companies Other Companies
The Substation Ltd Television Corporation of Singapore
Aires Holdings Pte Ltd Pte Ltd
Premier Healthcare Services
International Pte Ltd
Practice Performing Arts Centre Ltd
The Necessary Stage Ltd
JPC Pte Ltd
Sibsco Pte Ltd
Dr David Eu Group Companies Group Companies
(Alternate to Nil Nil
Richard Eu)
Other Companies Other Companies
Majulah Investments Pte Ltd Nil
RHPL
Ridalege HK
Ridalege Investments
Ridalege Trading Pte Ltd
Laurence Eu Group Companies Group Companies
(Alternate to Degree Achievement Nil
Clifford Eu) EYS 1959
EYS Heritage
Weng Li
Other Companies Other Companies
Cliverance Ltd Ametez Holdings Sdn. Bhd.
Euco International Sdn. Berhad Dualrank (M) Sdn. Bhd.
Euco Duta Permana Sdn. Bhd.
Euco Investments Resources Pte Ltd Galvanising Engineering & Services
Euco Resources Sdn. Bhd. Sdn. Bhd.
Grape Escape Sdn. Bhd. KPEM Sdn. Bhd.
J.K.E. Sendirian Berhad Leylands Properties Sdn. Bhd.
JKE & Sons (Holdings) Sdn. Bhd. Potaglas Tank Sdn. Bhd.
Rohas-Euco Industries Bhd. Rohas-Euco Cycleworld Consortium
Scenic Hill Sdn. Bhd. Sdn. Bhd.
Sebros Properties Sdn. Bhd. Seri Kelebang Property Sdn. Bhd.
Supreme Health Products Pte Ltd Supreme Health Property Sdn. Bhd.
Supreme Health Products Sdn. Bhd. Swima Holdings Sdn. Bhd.
Tong Peng Estate Sdn. Bhd. TP5 Agriculture Sdn. Bhd.
Woldseth TP5 Food Industries Sdn. Bhd.
Wan Creations Sdn. Bhd.
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3. The list of present and past directorships of each Executive Officer over the past five years
preceding the date of this Prospectus, is as follows:-
Name List of Other Directorships List of Past Directorships
Wong Suet Ying Group Companies Group Companies
EYSHK Nil
Other Companies Other Companies
Nil Nil
Save as disclosed above, none of the Executive Officers are holding or have held any past
directorships over the past five years preceding the date of this Prospectus.
4. Save as disclosed on pages 26 and 27 of this Prospectus, none of the Directors or substantial
Shareholders have any shareholding in the Company.
Save as disclosed on page 26 and 27 of this Prospectus, none of the Directors, Executive
Officers and substantial Shareholders have any family relationships with one another. Save as
disclosed below, none of the Directors have any professional relationship with the Company
and the other Directors and substantial Shareholders.
Dr David Eu’s clinic is on our Company’s panel of doctors. Fees paid to Dr David Eu in respect
of the services provided by the clinic in the last financial year was insignificant.
5. Save as disclosed on pages 29 and 30 of this Prospectus, none of the Directors are interested,
directly or indirectly, in the promotion of or in any assets which have been acquired or disposed
of by or leased to the Company, any of its Subsidiaries or any of its Associated Companies
within the two years preceding the date of this Prospectus, or are proposed to be acquired or
disposed of by or leased to the Company.
6. Save as disclosed on page 61 of this Prospectus, none of the Directors or substantial
Shareholders have any interest, direct or indirect, in any company carrying on a similar trade
as the Company.
7. No Director is materially interested in any existing contract or arrangement which is significant
in relation to our business taken as a whole.
8. Save as disclosed on pages 68 and 69 of this Prospectus, there are no existing or proposed
service agreements between the Directors or Executive Officers and the Company, any of its
Subsidiaries or any of its Associated Companies.
9. There is no shareholding qualification for the Directors under the Articles of Association of the
Company.
10. The aggregate remuneration and emoluments paid to the then existing directors for services in
all capacities to the Company for FY1999 amounted to approximately $0.5 million. For FY2000,
the estimated aggregate remuneration and emoluments payable to the Directors is projected to
amount to approximately $0.8 million.
11. No option to subscribe for shares in or debentures of the Company, its Subsidiaries or its
Associated Companies has been granted to, or has been exercised by, any Director or Executive
Officer within the last financial year.
12. No sum or benefit has been paid or is agreed to be paid to any Director or expert, or to any
firm in which such Director or expert is a partner or any corporation in which such Director or
expert holds shares or debentures, in cash or shares or otherwise, by any person to induce
him to become or to qualify him as a Director, or otherwise for services rendered by him or by
such firm or corporation in connection with the promotion or formation of the Company.
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13. Save as disclosed below, no Director or Executive Officer is or was involved in any of the
following events:-
(a) a petition under any bankruptcy laws filed in any jurisdiction against him or any partnership
in which he was a partner or any corporation of which he was a director or an executive
officer;
(b) a conviction of any offence, other than a traffic offence, or a judgement, including findings
in relation to fraud, misrepresentation or dishonesty, given against him in any civil proceeding
in Singapore or elsewhere or any proceeding now pending which may lead to such a
conviction or judgement and none of Directors or Executive Officers are aware of any
criminal investigation pending against him;
(c) a conviction in a criminal proceeding or being a named subject of a pending criminal
proceeding; and
(d) the subject of any order, judgement or ruling of any court of competent jurisdiction, tribunal
or governmental body, permanently or temporarily enjoining him from acting as an investment
advisor, dealer in securities, director or employee of a financial institution and engaging in
any type of business practice or activity.
In 1998, Property Investments Pte Ltd (UOL) issued 2 claims MC Suit No.33442 of 1998 and
DC Suit No.444 of 1998 (“Suits”) against Honway Development Co Pte Ltd (Honway), Richard
Eu and another person (“Defendants”) for rental arrears and service charge including interests
and costs in respect of 2 premises rented by Honway from UOL (“Tenancies”). Richard Eu was
a non-executive director of Honway. The claims were brought against Richard Eu as he had
acted as guarantor in respect of the Tenancies.
UOL’s claims were not disputed, and judgements were entered against the Defendants in the
Suits for an aggregate sum of $52,375.00 plus interest and costs. The judgement sums and all
the interest and costs in relation thereto have been satisfied in full.
Lim Chong Hung was appointed a director of Hi-Tek Vegetable Farms Pte Ltd (‘Hi-Tek”) on 7
July 1989 and ceased being a director on 20 August 1991. Hi-Tek petitioned to the court to be
wound-up on the ground that Hi-Tek had by special resolution passed on 12 April 1994 resolved
to be wound-up and a winding-up order was made on 3 June 1994.
SHARE CAPITAL
14. As at the date of this Prospectus, there is only one class of shares in the capital of the
Company. The rights and privileges of the Shares are stated in the Articles of Association of
the Company. There are no founder, management or deferred shares reserved for issuance for
any purpose.
15. Save as disclosed on pages 29 and 30 of this Prospectus in relation to the Restructuring
Exercise, the changes in the issued share capital of the Company and its Subsidiaries within
the three years preceding the date of this Prospectus are as follows:-
Number of Issue price/ Resultant
Name of company/ ordinary shares Par Consideration/ issued
Date of issue issued Value Purpose share capital
EYS Corporation
18 December 1997 5 HK$1.00 At par for incorporation HK$5.00
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Number of Issue price/ Resultant
Name of company/ ordinary shares Par Consideration/ issued
Date of issue issued Value Purpose share capital
EYSI
30 June 1998 2,350,287 $0.10 $0.1921 per share to $10,235,028.70
acquire 2,011,784
shares of HK$1.00
each in Essence
1 July 1998 1,937,722 $0.10 $0.2561 per share $10,428,800.90
for cash being
application by
allotees
EYS Marketing
1 March 2000 9,998 $1.00 At par for working $10,000.00
capital
16. Save as disclosed above and on pages 29 and 30 of this Prospectus, no shares in or debentures
of the Company have been issued or are agreed to be issued by the Company, as fully or
partly paid-up and whether for cash or for a consideration other than cash, within the three
years preceding the date of this Prospectus.
ARTICLES OF ASSOCIATION
17. The provisions in the Articles of Association of the Company relating to the transfer of Shares,
the voting rights of the Shareholders, restrictions on the voting rights of the Directors, class
rights and the variation thereof, the borrowing powers of the Directors and the remuneration of
the Directors are as set out below.
Directors
The Articles relating to remuneration, restrictions on voting rights and borrowing powers are as
follows:-
Article 56
The Directors may from time to time at their discretion raise or borrow for the purposes of the
Company such sums of money as they think proper.
Article 57
The Directors may raise or secure the payment of such money in such manner and upon such
terms and conditions in all respects as they think fit, and in particular by the issue of debentures
or debenture stock of the Company, charged upon all or any part of the property of the Company
(both present and future), including uncalled capital, or by means of mortgages, bonds and
dispositions in security or bonds of cash-credit, with or without power of sale, as the Directors
shall think fit.
Article 94
(1) The Directors shall be entitled to receive by way of fees for their services as Directors in
each year such sum as shall from time to time, be determined by the Company by resolution
passed at a general meeting in accordance with the Act, the notice of which shall specify
the proposals concerning the same. Such remuneration shall be divided amongst the
Directors as they shall determine or failing agreement equally.
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(2) The fees payable to the Directors shall not be increased except pursuant to a resolution
passed at a general meeting, where notice of the proposed increase has been given in the
notice convening the general meeting.
(3) The remuneration of a non-executive Director shall be by a fixed sum and not by a
commission on or percentage of profits or turnover.
(4) The provisions of this Article are without prejudice to the power of the Directors to appoint
any of their number to be employee or agent of the Company at such remuneration and
upon such terms as they think fit without the approval of the Members in general meeting
Provided that such remuneration may include a commission on or percentage of profits but
not a commission on or percentage of turnover.
Article 95
If any Director, being willing and having been called upon to do so, shall hold an executive
office in the Company, shall render or perform extra or special services of any kind, including
services on any committee established by the Directors, or shall travel or reside abroad for any
business or purposes of the Company, he shall be entitled to receive such sum as the Directors
may think fit for expenses, and also such remuneration as the Directors may think fit (but not
by way of commission on or percentage of turnover) and such remuneration may, as the Directors
shall determine, be either in addition to or in substitution for any other remuneration he may be
entitled to receive.
Article 96
The Directors may be paid all travelling, hotel and other expenses properly incurred by them in
attending and returning from meetings of the Directors or any committee of the Directors or
general meetings of the Company or in connection with the business of the Company.
Article 97
A Director may be or become a director or other officer of, or otherwise interested in, any
company promoted by the Company or in which the Company may be interested as a shareholder
or otherwise, and unless otherwise agreed shall not be accountable for any remuneration or
other benefits received by him as a director or officer of, or by virtue of his interest in, such
other company unless the Company otherwise directs at the time of his appointment. The
Directors may exercise the voting power conferred by the shares or other interest in any such
other corporation held or owned by the Company, or exercisable by them as directors of such
other corporation in such manner and in all respects as they think fit (including the exercise
thereof in favour of any resolution appointing themselves or any of the directors or other officers
of such corporation), and any Director may vote in favour of the exercise of such voting rights
in the manner aforesaid, notwithstanding that he may be, or is about to be appointed a director
or other officer of such corporation and as such is or may become interested in the exercise of
such voting rights in the manner aforesaid.
Article 98
A Director may contract with and be interested in any contract or proposed contract with the
Company and shall not be liable to account for any profit made by him by reason of any such
contract Provided always that the nature of the interest of the Director in any such contract be
declared at a meeting of the directors as required by the Act. No Director shall vote as a
Director in respect of any contract or arrangement or proposed contract or arrangement in
which he is interested whether directly or indirectly and he shall not be counted in the quorum
present at the meeting.
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Article 104
The remuneration of a Managing Director may subject to these Articles be by way of salary or
commission or participation in profits, or by any or all of these modes or otherwise as may be
thought expedient but shall not under any circumstance be by way of commission on or a
percentage of the turnover of the Company.
Article 107(4)
An alternate Director may be repaid by the Company such expenses as might properly be
repaid to him as if he were a Director and he shall be entitled to receive from the Company
such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor
may by notice in writing to the Company from time to time direct, but save as aforesaid he shall
not in respect of such appointment be entitled to receive any remuneration from the Company.
A person shall not act as an alternate Director to more than one Director at the same time.
The Articles relating to appointment, retirement and removal are as follows:-
Article 91
The number of Directors shall be not less than two and, until otherwise determined by the
Company in a general meeting, not more than ten. All the Directors shall be natural persons.
The Company by ordinary resolution in general meeting may, from time to time, increase or
reduce the number of Directors, and may alter their qualification, if any.
Article 92
Subject to the provisions of these Articles, the Directors shall have power from time to time and
at any time to appoint a person as a Director either to fill a casual vacancy or as an addition
to the Board but so that the total number of Directors does not at any time exceed the maximum
number fixed by these Articles. A Director so appointed shall hold office only until the next
Annual General Meeting and retire from office at the close of the next Annual General Meeting,
but shall be eligible for re-election and shall not be taken into account in determining the
Directors who are to retire by rotation at that meeting.
Article 93
A Director shall not be required to hold any shares in the capital of the Company to qualify to
be a Director.
Article 99
Subject as herein otherwise provided or to the terms of any subsisting agreement, the office of
a Director shall be vacated:-
(1) if a receiving order is made against him or he is made a bankrupt or he makes any
arrangement or composition with his creditors;
(2) if he becomes of unsound mind;
(3) if he absents himself from the meetings of Directors for a period of six months without a
special leave of absence from the other Directors, and they pass a resolution that he has
by reason of such absence vacated his office;
(4) if he is removed by a resolution of the Company in general meeting;
(5) if he shall be requested to vacate office by all the other Directors, and they pass a resolution
that he has been so requested and by reason thereof has vacated his office;
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(6) if he is prohibited from being a Director by or any order made under any provision of the
Act; or
(7) if by notice in writing given to the Company he resigns from his office.
Article 100
Subject to the Act the Company may by ordinary resolution remove any Director before the
expiration of his period of office, and may, if thought fit, by ordinary resolution appoint another
Director in his stead; but any person so appointed shall retain his office so long only as the
Director in whose place he is appointed would have held the same if he had not been removed.
Article 101
The appointment of any Director to the office of Chairman or Deputy Chairman or Managing or
Joint Managing or Deputy or Assistant Director shall automatically terminate if he ceases to be
a Director but without prejudice to any claim for any damage or breach of any contract of
service between him and the Company.
Article 102
The appointment of any Director to any other executive office shall automatically terminate if he
ceases from any cause to be a Director only if the contract or resolution under which he holds
expressly so provides, in which case such termination shall be without prejudice to any claim
for damages or breach of any contract of service between him and the Company.
Article 103
The Directors may from time to time appoint any one or more of their body to be Managing
Director or Managing Directors, for such period and upon such terms as they think fit (but
where the appointment is for a fixed term that term shall not exceed five years) and may vest
in such Managing Director or Managing Directors such of the powers hereby vested in the
Directors generally as they may think fit, and such powers may be made exercisable for such
period or periods, and upon such conditions and subject to such restrictions, and generally
upon such terms as to remuneration and otherwise as they may determine.
Article 105
A Managing Director shall not while he continues to hold office be subject to retirement by
rotation and he shall not be taken into account in determining the rotation of retirement of
Directors but he shall, subject to the provisions of any contract between him and the Company,
be subject to the same provisions as to resignation and removal as the other Directors of the
Company, and if he ceases to hold the office of Director he shall ipso facto and immediately
cease to be a Managing Director save so far as otherwise expressly provided by the agreement
(if any) under which he holds the office.
Article 107
(1) Any Director may at any time by writing under his hand and deposited at the Office appoint
any person (other than another Director), first approved by the majority of the other Directors
other than himself, to be his alternate Director and may in like manner at any time terminate
such appointment.
(2) The appointment of an alternate Director shall ipso facto determine:-
(a) on the happening of any event which if he were a Director would cause him to vacate
such office; or
(b) if his appointor ceases for any reason to be a Director otherwise than by retiring and
being re-elected at the same meeting.
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Article 109
Subject to these Articles, at each Annual General Meeting one-third of the Directors for the
time being (other than the Managing Director), or if their number is not a multiple of three, the
number nearest to but not less than one-third, shall retire from office Provided always that all
Directors (other than the Managing Director) shall retire from office at least once every three
years. A Director retiring at a meeting shall retain his office until the close of the meeting,
whether adjourned or not.
Article 112
No person other than a retiring Director shall unless recommended by the Directors for election
be eligible for election as a Director at any general meeting unless he or some Member intending
to propose him has at least eleven clear days before the meeting left at the Office a notice in
writing duly signed by him giving his consent to the nomination and signifying his candidature
or the intention of such Member to propose him Provided that in the case of a person
recommended by the Directors for election nine clear days’ notice only shall be necessary and
notice of each and every candidate for election to the Board of Directors shall be served on all
Members at least seven days prior to the Meeting at which the election is to take place.
Article 115
The continuing Directors may act at any time notwithstanding any vacancy in their body Provided
always that in case the Directors shall at any time be reduced in number to less than the
minimum number prescribed by or in accordance with these Articles, it shall be lawful for them
to act as Directors for the purpose of filling up vacancies in their body, or summoning a general
meeting of the Company, or an emergency, but not for any other purpose. If there are no
Directors or Director able to or willing to act, then any two Members may summon a general
meeting for the purpose of appointing Directors.
Members
The Articles relating to the variation of rights of the Shareholders are as follows:-
Article 5
(1) If at any time the share capital of the Company by reason of the issue of preference
shares or otherwise is divided into different classes of shares, the repayment of such
preference capital or all or any of the rights and privileges attached to each class may
subject to the provisions of the Act, be varied modified commuted abrogated affected or
dealt with, with the sanction of a special resolution passed at a separate general meeting
of the holders of that class of shares but not otherwise. To every such separate general
meeting the provisions of these Articles relating to general meetings of the Company and
to proceedings thereat shall mutatis mutandis apply, but so that the necessary quorum
shall be two persons at least holding or representing by proxy one-third in nominal amount
of the issued shares of the class (but so that if at any adjourned meeting a quorum as
above defined is not present, any two holders of shares of the class present in person or
by proxy shall be a quorum) and that any holder of shares of the class present in person
or by proxy may demand a poll, and that every such holder shall on a poll have one vote
for every share of the class held by him. Provided however that in the event of the necessary
majority not having been obtained in the manner aforesaid consent in writing may be secured
from Members holding at least three-fourths of the issued shares of the class and such
consent if obtained within two months from the date of the separate general meeting shall
have the force and validity of a special resolution duly carried by a vote in person or by
proxy.
(2) The rights conferred upon the holders of the shares of any class issued with preferred or
other rights shall not, unless otherwise expressly provided by the terms of issue of that
class of shares, be deemed to be varied by the creation or issue of further shares ranking
equally therewith.
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The Articles relating to the transfer of Shares are as follows:-
Article 27
Subject to the provisions of these Articles, all transfers of legal title in shares shall be effected
by written instrument of transfer in the form approved by the Exchange.
Article 28
The instrument of transfer of the legal title in any share shall be signed by or on behalf of both
the transferor and the transferee, and be witnessed Provided that an instrument of transfer in
respect of which the transferee is the depository shall be effective although not signed or
witnessed by or on behalf of the Depository. Notwithstanding the foregoing, the Directors may
waive the signing of an instrument of transfer by the transferee in the case of fully paid shares
if in their discretion they think proper to do so. The transferor shall remain the holder of the
share concerned until the name of the transferee is entered in the Register of Members or, as
the case may be, the Depository Register in respect thereof.
Article 29
The legal title in shares shall not in any circumstances be transferred to any infant, bankrupt or
person of unsound mind.
Article 30
(1) There shall be no restriction on the transfer of fully paid shares (except where required by
law or by the rules, bye-laws or listing rules of any Exchange) but the Directors may decline
to register the transfer of any share (not being a fully paid share) to a person whom they
shall not approve, and they may also decline to register the transfer of a share on which
the Company has a lien Provided always that in the event of the Directors refusing to
register a transfer of shares, they shall within one month beginning with the day on which
the application for a transfer of shares was made, serve a notice in writing to the transferor,
the transferee and the lodging party, stating the precise reasons and the facts which are
considered to justify the refusal as required by the Act.
(2) The Directors may also decline to register any instrument of transfer, unless:-
(a) the instrument of transfer is duly stamped and such fee, not exceeding Singapore
Dollars Two ($2.00) per transfer is paid to the Company in respect thereof;
(b) the instrument of transfer is deposited at the Office or at such other place (if any) as
the Directors may appoint accompanied by the certificates of the shares to which it
relates and such other evidence as the Directors may reasonably require to show the
right of the transferor to make the transfer and if the instrument of transfer is executed
by some other person on his behalf, the authority of the person to so do; and
(c) the instrument of transfer is in respect of only one class of shares.
(3) All instruments of transfer which are registered may be retained by the Company, but any
instrument of transfer which the Directors may decline to register shall (except in the case
of fraud) be returned to the person depositing the same.
(4) The Company shall be entitled to destroy:-
(a) all instruments of transfer which have been registered at any time after the expiration
of six years from the date of registration thereof;
(b) all dividend mandates and notifications of change of address at any time after the
expiration of six years from the date of recording thereof; and
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(c) all share certificates which have been cancelled at any time after the expiration of six
years from the date of the cancellation thereof.
(5) It shall conclusively be presumed in favour of the Company that every entry in the Register
of Members purporting to have been made on the basis of an instrument of transfer or
other document so destroyed was duly and properly made and every instrument of transfer
so destroyed was a valid and effective instrument duly and properly registered and every
share certificate so destroyed was a valid and effective certificate duly and properly cancelled
and every other document hereinbefore mentioned so destroyed was a valid and effective
document in accordance with the recorded particulars thereof in the books or records of
the Company Provided always that:-
(a) the provisions aforesaid shall apply only to the destruction of a document in good faith
and without notice of any claim (regardless of the parties thereto) to which the document
might be relevant;
(b) nothing herein contained shall be construed as imposing upon the Company any liability
in respect of the destruction of any such document earlier than as aforesaid or in any
other circumstances which would not attach to the Company in the absence of this
Article; and
(c) references herein to the destruction of any document include references to the disposal
thereof in any manner.
Article 31
The Register of Members and the Depository Register may be closed at such times and for
such period as the Directors may from time to time determine Provided always that such registers
shall not be closed for more than thirty days in any year Provided always that the Company
shall give prior notice of such closure as may be required to any Exchange, stating the period
and purpose or purposes for which the closure is made.
Article 32
There shall be paid to the Company in respect of the registration of any probate, letters of
administration, certificates of marriages or death, power of attorney or other document relating
to or affecting the title to any shares, such fee, not exceeding Singapore Dollars Two ($2.00) as
the Directors may from time to time require or prescribe.
Article 33
Nothing in these Articles shall preclude the Directors from recognising a renunciation of the
allotment of any share by the allottee in favour of some other person.
The Articles relating to the voting rights of Shareholders are as follows:-
Article 4
(1) The rights attached to shares issued upon special conditions shall be clearly defined in the
memorandum of association or these Articles. In the event of preference shares being
issued the total nominal value of issued preference shares shall not at any time exceed the
total nominal value of the issued ordinary shares and preference shareholders shall have
the same rights as ordinary shareholders as regards receiving of notices, reports and
balance sheets and attending general meetings of the Company. Preference shareholders
shall have the right to attend and vote at any meeting of the Company convened for the
following purposes:-
(a) the reduction of capital of the Company; or
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(b) the winding-up of the Company; or
(c) the sale of the undertaking of the Company; or
(d) any resolution which directly affects any of the rights attaching to the preference shares;
or
(e) where the dividend on the preference shares is more than six months in arrears.
Article 77
Subject and without prejudice to any special privileges or restrictions as to voting for the time
being attached to any special class of shares for the time being forming part of the capital of
the Company, each Member entitled to vote may vote in person or by proxy or by attorney or
in the case of a corporation by a representative and on a show of hands, shall have one vote
and upon a poll shall have one vote for every share which he holds or represents.
Article 78
Any Member of unsound mind or in respect of whom an order has been made at any court
having jurisdiction in lunacy may vote whether on a show of hands or by poll by his committee,
receiver, curator bonis or other legal curator, and such last mentioned persons may give their
votes either personally, by proxy or attorney Provided that such evidence as the Directors may
require of the authority of the person claiming to vote shall have been deposited at the Office
not less than forty-eight hours before the time appointed for holding the meeting.
Article 79
No objection shall be raised as to the qualification of any voter except at the meeting or adjourned
meeting at which the vote objected to is given or tendered, and every vote not disallowed at
such meeting shall be valid for all purposes. Any such objection made in due time shall be
referred to the Chairman of the meeting whose decision shall be final and conclusive.
Article 80
On a poll votes may be given either personally or by proxy or by attorney or in the case of a
corporation by its representative, and a person entitled to more than one vote need not use all
his votes or cast all the votes he used in the same way.
Article 81
In the case of joint holders of shares, any one of such persons may vote and be reckoned in
a quorum at any meeting either personally or by proxy or by attorney or in the case of a
corporation by a representative as if he were solely entitled thereto, and if more than one of
such persons be present at a meeting, the person whose name stands first on the Register of
Members or (as the case may be) the Depository Register shall alone be entitled to vote.
Several executors or administrators of a deceased Member in whose name any share stands
shall for the purposes of this Article be deemed joint holders thereof.
Article 82
Subject to the provisions of these Articles no person other than a Member duly registered and
who shall have paid everything for the time being due from him and payable to the Company in
respect of his shares, shall be entitled to be present or to vote on any question either personally
or by proxy or by an attorney or by a representative in the case of a corporation and to be
reckoned in a quorum at any general meeting in respect of any fully paid-up shares and of any
shares upon which calls due and payable to the Company shall have been paid.
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Article 83
No person shall be entitled to be recognised in a quorum in respect of shares upon which any
call or other sum so due and payable shall be unpaid.
Article 84
(1) An instrument appointing a proxy shall be in writing in any usual or common form or in any
other form which the Directors may approve and:-
(a) in the case of an individual, shall be signed by the appointor or his attorney; and
(b) in the case of a corporation, shall be either given under common seal or signed on its
behalf by an attorney or a duly authorised officer of the corporation.
(2) The signature on such instrument need not be witnessed. Where an instrument appointing
a proxy is signed on behalf of the appointor, (which shall, for purposes of this Article 84(2),
include a depositor) by an attorney, the letter or power of attorney or a duly certified copy
thereof must (failing previous registration with the Company) be lodged with the instrument
of proxy pursuant to Article 86, failing which the instrument may be treated as invalid.
(3) The Company shall be entitled and bound, in determining rights to vote and other matters
in respect of a completed instrument of proxy submitted to it, to have regard to the
instructions (if any), given by and the notes (if any) set out in the instrument of proxy.
Article 85
(1) A Member may appoint not more than two proxies to attend and vote at the same general
meeting Provided that if a Member shall nominate two proxies then the Member shall
specify the proportion of his shares to be represented by each such proxy, failing which the
first named proxy shall be treated as representing 100 per cent. of the shareholding and
any second named proxy as an alternate to the first named.
(2) A proxy shall be entitled to vote on a show of hands on any matter at a general meeting.
(3) An instrument appointing a proxy shall be deemed to confer authority to demand or join in
demanding a poll, to move any resolution or amendment thereto and to speak at a general
meeting and shall, unless the contrary is stated thereon, be valid as well for any adjournment
of the general meeting as for the general meeting to which it relates.
(4) A proxy, attorney or representative need not be a Member.
Article 86
An instrument appointing a proxy and, where the instrument of proxy is signed on behalf of the
appointor (which shall, for the purposes of this Article, include a depositor) by an attorney, the
power of attorney or other authority, if any, under which it is signed, or a notarially certified
copy of that power of authority (failing previous registration with the Company), shall be deposited
at the Office or such other place (if any) as is specified for the purpose in the notice convening
the general meeting not less than forty-eight hours before the time appointed for the time of
holding the general meeting or adjourned general meeting (or in the case of a poll before the
time appointed for the taking of the poll) at which it is to be used and in default shall not be
treated as valid.
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Article 87
(1) A depositor shall only be entitled to attend any general meeting and to speak and vote
thereat if his name appears on the depository Register forty-eight hours before the General
Meeting as a depositor (the “Relevant Time”). The Company shall then be entitled to deem
each such depositor as holding such number of shares as is entered against such depositor’s
name in the Depository Register as at the Relevant Time, according to the records of the
Depository as supplied by the Depository to the Company.
(2) Where the depositor has appointed a proxy, the Company shall be entitled to deem each
proxy of a depositor who is to represent the entire shareholding of the depositor as
representing such number of shares as is entered against such depositor’s name in the
Depository Register as at the Relevant Time, according to the records of the Depository as
supplied by the Depository to the Company.
(3) Where the depositor has appointed two proxies and specified the proportion of his shares
which each proxy is to represent, the Company shall be entitled to apportion such number
of shares as is entered against such depositor’s name in the Depository Register as at the
Relevant Time, according to the records of the Depository as supplied by the Depository to
the Company, between the two proxies in the same proportion as specified by the depositor
in appointing the proxies.
(4) No instrument appointing a proxy of a depositor shall be rendered invalid merely by reason
of any discrepancy between the depositor’s shareholding as specified in the instrument of
proxy, or, where the same has been apportioned between two proxies, the aggregate of
the proportions of the depositor’s shareholding which they are specified to represent, and
the shareholding of a depositor as appears on the Depository Register forty-eight hours
before the general meeting.
(5) The Company shall be entitled to reject an instrument of proxy lodged by any depositor
whose name does not appear on the Depository Register as at forty-eight hours before the
General Meeting at which the proxy is to act as certified by the Depository to the Company.
Article 88
A vote given in accordance with the terms of an instrument of proxy (which for the purposes of
these Articles shall also include a power of attorney) shall be valid, notwithstanding the previous
death or unsoundness of mind of the principal or revocation of the proxy, or the authority under
which the proxy was executed, or the transfer of the share in respect of which the proxy was
executed, or the transfer of the share in respect of which the proxy is given Provided that no
intimation in writing of such death, insanity, revocation or transfer shall have been received by
the Company at the Office (or at such other place as may be specified for the deposit of
instruments appointing proxies) before the commencement of the general meeting or adjourned
general meeting (or in the case of a poll before the time appointed for the taking of the poll) at
which the proxy is used.
Article 89
Any corporation which is a Member may by resolution of its Directors or other governing body
authorise such person as it thinks fit to act as its representative at any meeting of the Company
or of any class of Members of the Company, and the person so authorised shall be entitled to
exercise the same powers on behalf of such corporation as the corporation could exercise if it
were an individual Member of the Company.
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BANK BORROWINGS AND WORKING CAPITAL
18. Save as disclosed on page 22 of this Prospectus and in the Accountants’ Report, the Group
has no other borrowings or indebtedness in the nature of borrowings including bank overdrafts
and liabilities under acceptances (other than normal trading bills) or acceptance credits,
mortgages, charges, hire purchase commitments, guarantees or other material contingent
liabilities.
19. In the opinion of the Directors, no minimum amount must be raised by the issue of the New
Shares in order to provide for the following items:-
(a) the purchase price of any property purchased or to be purchased which is to be defrayed
in whole or in part out of the proceeds from the issue of the Invitation Shares;
(b) estimated expenses (including underwriting commission and brokerage) for the Invitation
payable by our Company;
(c) the repayment of any money borrowed by the Company in respect of any of the foregoing
matters; and
(d) working capital.
Although no minimum amount must be raised by the Invitation in order to provide for the items
set out above, the estimated amount to be provided for items set out in paragraph (b) and (d)
are approximately $2.0 million and $2.6 million respectively. This amount is proposed to be
provided out of the proceeds from the issue of the New Shares or, in the event the Invitation is
cancelled, out of existing bank facilities.
20. The Directors are of the opinion that, after taking into account the present bank facilities, the
Group has adequate working capital for its present requirements.
MATERIAL CONTRACTS
21. The following contracts (not being contracts entered into in the ordinary course of business of
the Group) have been entered into by our Company and its Subsidiaries within the two years
preceding the date of this Prospectus and are or may be material:-
(a) Sale and Purchase Agreement dated 31 July 1998 (“S&P”) between (i) EYS Properties
and (ii) Holly Key Investment Ltd (“Holly Key”) pursuant to which EYS Properties sold the
premises at No. 11 / 15 Chatham Road South, Tsimshatsui, Kowloon, Hong Kong (“EYS
Tower”) to Holly Key subject to the then existing sub-lease between EYS Properties and
Ginza Taro Izakaya Company Ltd (“Ginza”) (this lease expired on 14 September 1998 and
was renewed on 15 September 1998 for a further term) and also subject to a sub-lease to
be entered into between EYS Properties and EYSHK. As a condition of Holly Key entering
into the Agreement, EYS Properties and EYSHK executed deeds of guarantee on 31 August
1998 (“Guarantees”), which, inter alia, guaranteed to Holly Key that the rental income paid
to Holly Key from EYS Tower shall be HK$341,667.00 per month from 1 September 1998
to 31 August 2001. At the time the Guarantees were executed, there were the existing sublease
with Ginza and the sub-lease with EYSHK entered into on 26 August 1998 (collectively
the “Leases”). The amounts of HK$173,667.00 and HK$168,000.00 were the monthly rentals
payable by EYSHK and Ginza respectively under the Leases.
(b) Agreement dated 31 January 2000 between (i) EYSHK and (ii) the Chinese University of
Hong Kong (“CUHK”) pursuant to which EYSHK is to contribute (“Contribution”) 50%
(estimated to be about HK$4.55 million) of the cost of a project (“Project”) by CUHK to
develop Bak Foong Pill–based healthcare products for women of all ages by applying modern
scientific methodology. The Contribution is subject to the approval of the Innovation &
Technology Fund (“ITF”) of the Department of Industry of the Hong Kong SAR for the
funding by ITF of the remaining 50% of the cost of the Project. The funding by ITF was
approved by a letter from ITF dated on 22 March 2000.
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(c) Letter dated 17 February 2000 from Standard Chartered Bank (“SCB”) and accepted by
EYSHK and Synco pursuant to which SCB, inter alia, made available to EYSHK a fixed
loan facility of HK$40,000,000.00 which was used by Essence for repurchasing the latter’s
shares from Asian MBO Fund in accordance with the Sale and Purchase agreement dated
28 February 2000.
(d) Subscription Agreement dated 9 March 2000 between (i) Oxford Natural Products plc (ii)
EYSI and (iii) ONP Asia as referred to on page 47 of this Prospectus.
(e) Sale and Purchase Agreement dated 3 July 2000 between (i) the Company and (ii) the
other shareholders of Essence (undergoing members’ voluntary liquidation) as referred to
on pages 29 and 30 of this Prospectus.
(f) Management and Underwriting Agreement referred to on page 113 of this Prospectus.
(g) Placement Agreement referred to in detail on page 113 of this Prospectus.
(h) Receiving Bank Letter dated 14 July 2000 between the Company and OUB pursuant to
which OUB will be appointed as the receiving bank in relation to the Invitation.
(i) Depository Agreement dated 13 July 2000 between (i) the Company and (ii) CDP pursuant
to which CDP will act as share depository for the Company.
MATERIAL LITIGATION
22. Save as disclosed below, there have been no legal or arbitration proceedings pending or
threatened against Company or its Subsidiaries, which may have or have had during the previous
12 months, a significant effect on the Group’s financial position. Neither the Company nor its
Subsidiaries are engaged in any litigation either as plaintiff or defendant in respect of any
amounts or claims which are material in the context of this Invitation. The Directors are not
aware of any proceedings pending or threatened against the Company or its Subsidiaries or
any facts likely to give rise to any proceedings which might materially affect the financial position
of the Company or its Subsidiaries.
EYS Properties entered into a lease agreement with Ginza to lease to the latter a part of the
premises at No. 11/15 Chatham Road South, Tsimshatsui, Kowloon, Hong Kong (“Premises”)
commencing from 15 September 1998 and expiring on 31 August 2001 (“Lease”). (There was
a previous tenancy agreement between EYS Properties and Ginza which expired on 14
September 1998.)
Ginza ceased business on 26 May 1999 and EYS Properties wrote off the amount of
HK$1,121,744.67 owed by Ginza as arrears of rental and charges payable. Any payments that
EYS Properties would have received from Ginza under the Lease from 1 June 1999 onwards
have not been recognised as income in the accounts.
EYS Properties issued a writ against Ginza on 21 June 1999 for (a) possession of premises;
(b) arrears of rent, management and other charges and rates; (c) mesne profits; (d) damages
for pre-mature termination; (e) interest; and (f) costs. Final and interlocutory judgment was
obtained on 14 July 1999 and as amended on 22 July 1999. The sum of HK$2,189,459.04
(excluding unliquidated damages, legal costs to be assessed on a full indemnity basis and
interest) is now due and owing to EYS Properties.
EYS Properties obtained possession of the Premises on 13 August 1999 after a court order to
wind-up Ginza was made on 11 August 1999. EYS Properties filed a proof of debt with the
liquidator on 23 September 1999. In the event that EYS Properties succeeds in its claim against
the liquidator, any amount recovered will be treated in the accounts of EYS Properties as a
write-back of bad debts. Any excess of the written-off amount of HK$1,121,744.67 recovered
will be treated in the accounts as sundry income.
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In any event, EYS Properties and/or EYSHK are still liable to Holly Key for HK$341,667.00 per
month under their Guarantees (refer to page 111 of this Prospectus). Any financial obligations
to Holly Key are treated by EYS Properties as its own expense until the Premises are leased
to a new tenant.
MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS
23. (a) Pursuant to the Management and Underwriting Agreement dated 14 July 2000 (the
“Management and Underwriting Agreement”) made between (i) the Company, (ii) OUB as
Manager, and (iii) OUB, G. K. Goh Stockbrokers Pte Ltd and J.M. Sassoon & Co. (Pte) Ltd.
as Underwriters, the Company appointed OUB to manage the Invitation and the Underwriters
to underwrite the Offer Shares.
(b) OUB will receive a management fee from the Company for its services rendered in
connection with the Invitation.
(c) Pursuant to the Management and Underwriting Agreement, the Underwriters agreed to
underwrite the Offer Shares for an underwriting commission of 1.5 per cent. of the Issue
Price for each Offer Share.
(d) Pursuant to the Placement Agreement dated 14 July 2000 (the “Placement Agreement”)
entered into between (i) the Company and (ii) OUB, G. K. Goh Stockbrokers Pte Ltd and
J.M. Sassoon & Co. (Pte) Ltd. as Placement Agents, the Placement Agents agreed to
subscribe for or procure subscribers for the Placement Shares for a placement commission
of 1.5 per cent. of the Issue Price for each Placement Share.
(e) Brokerage will be paid by the Company on the New Shares to the members of the SGX-
ST, merchant banks and members of the Association of Banks in Singapore (including the
Underwriters and the Placement Agents) at the rate of 1.0 per cent. of the Issue Price for
each New Share in respect of successful applications made on Application Forms bearing
their respective stamps or to the Participating Banks in respect of successful Electronic
Applications.
(f) No commission, discount or brokerage has been paid or other special terms granted within
the two years preceding the date of this Prospectus or is payable to any Director, promoter,
expert, proposed director or any other person for subscribing or agreeing to subscribe or
procuring or agreeing to procure subscriptions for any shares in or debentures of the
Company.
(g) The Management and Underwriting Agreement may be terminated by the Underwriters at
any time before the close of the Application List on the occurrence of certain events including,
inter alia, any change or prospective changes in the political, financial, industrial, economic,
legal or monetary conditions in Singapore or internationally which would in the opinion of
the Underwriters, inter alia, be likely to result in a material adverse fluctuation or adverse
conditions in the stock market in Singapore or prejudice the success of the Invitation.
(h) The Placement Agreement is conditional upon the Management and Underwriting Agreement
not having been terminated or rescinded pursuant to the provisions of the Management
and Underwriting Agreement.
(i) In the event the Management and Underwriting Agreement is terminated, the Company
reserves the right, at their absolute discretion, to cancel the Invitation.
MISCELLANEOUS
24. The nature of the business of the Company is stated on pages 36 to 42 of this Prospectus. As
at the date of this Prospectus, the companies which are deemed to be related to the Company
by virtue of Section 6 of the Act are the Subsidiaries of the Company as set out in the
Accountants’ Report on pages 79 and 80 of this Prospectus.
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25. The time of opening of the Application List is set out on page 10 of this Prospectus.
26. The amount payable on application is $0.35 for each Invitation Share. Save as disclosed on
pages 23 to 25 of this Prospectus, there has been no previous issue of Shares by the Company
or offer for subscription of the Shares to the public within the three years preceding the date of
this Prospectus.
27. Application moneys received by the Company in respect of successful applications (including
successfully balloted applications which are subsequently rejected) will be placed in a separate
non-interest bearing account with OUB (the “Receiving Bank”). In the ordinary course of business,
the Receiving Bank will deploy these moneys in the inter-bank money market. Pursuant to the
agreement constituted by a letter dated 14 July 2000 from the Receiving Bank, the Company
and the Receiving Bank have agreed that the Company will receive for its own account a 50.0
per cent. share of any net revenue in excess of $100,000 earned by the Receiving Bank from
the deployment of such moneys in the inter-bank money market. Any refund of all or part of the
application moneys to unsuccessful or partially successful applicants will be made without any
interest or share of revenue or other benefit arising therefrom.
28. No property has been purchased or acquired or proposed to be purchased or acquired by us
which is to be paid for, wholly or partly, out of the proceeds of the Invitation or the purchase or
acquisition of which has not been completed at the date of this Prospectus, other than property
the contract for the purchase or acquisition whereof was entered into in the ordinary course of
business of the Company or its Subsidiaries, such contract not being made in contemplation of
the Invitation nor the Invitation in consequence of the contract.
29. The expenses in connection with the Invitation, including underwriting commission, placement
commission, brokerage, management fee and other expenses in relation to the Invitation are
approximately $2.0 million. The underwriting commission, placement commission, brokerage
commission and all other expenses are payable by the Company.
30. No amount, benefit, cash or securities has been paid or given to any promoter within the two
years preceding the date of this Prospectus or is proposed or intended to be paid or given to
any promoter.
31. The Directors are not aware of any material information, including trading factors or risks,
which are not mentioned elsewhere in this Prospectus and which are unlikely to be known or
anticipated by the general public and which could materially affect our profits or that of the
Company.
32. Save as disclosed in this Prospectus, the Group’s financial condition and operations are not
likely to be affected by any of the following:-
(a) known trends, demands, commitments, events or uncertainties that will result in or that are
reasonably likely to result in the Group’s liquidity increasing or decreasing in any material
way;
(b) material commitments for capital expenditure;
(c) unusual or infrequent events or transactions or significant economic changes that will
materially affect the amount of reported income from operations; or
(d) known trends or uncertainties that have had or that we reasonably expect will have a
material favourable or unfavourable impact on revenues or operating income.
33. No Shares will be allotted on the basis of this Prospectus later than six months after the date
of this Prospectus.
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CONSENTS
34. (a) The Auditors and Reporting Accountants have given and have not withdrawn their written
consent to the issue of this Prospectus with the inclusion herein of and references to their
name, the Accountants’ Report and the Letter from the Reporting Accountants in relation to
the estimated consolidated profit of the Proforma Group for FY2000 in the form and context
in which they, respectively, appear in this Prospectus and to act in such capacity in relation
to this Prospectus.
(b) The Manager, the Underwriters, the Placement Agents, the Solicitors to the Invitation, the
Principal Bankers, the Share Registrar and the Valuer have each given and have not
withdrawn their respective written consents to the issue of this Prospectus with the inclusion
herein of and references to their respective names in the form and context in which they,
respectively, appear in this Prospectus and to act in such respective capacities in relation
to this Prospectus.
STATEMENT BY THE MANAGER
35. The Manager confirms that, to the best of its knowledge and belief and based on information
made available to it by the Group, this Prospectus constitutes full and true disclosure of all
material facts about the Invitation and the Group, and is satisfied that the estimated consolidated
profit of the Proforma Group for FY2000 as set out on pages 56 and 57 of this Prospectus has
been stated by our Directors after due and careful enquiry.
RESPONSIBILITY STATEMENT BY THE DIRECTORS
36. This Prospectus has been seen and approved by the 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, there are no other facts the omission of which would make any statement herein misleading
and that this Prospectus constitutes full and true disclosure of all material facts about the
Invitation and the Group, and are satisfied that the estimated consolidated profit of the Proforma
Group for FY2000 as set out on pages 56 and 57 of this Prospectus has been stated by the
Directors after due and careful enquiry.
DOCUMENTS FOR INSPECTION
37. Copies of the following documents may be inspected at the registered office of the Company
during normal business hours for a period of six months from the date of this Prospectus:-
(a) the Memorandum and Articles of Association of the Company;
(b) the Accountants’ Report as set out on pages 76 to 93 of this Prospectus;
(c) the Directors’ Report as set out on page 75 of this Prospectus;
(d) the service agreements referred to on pages 68 and 69 of this Prospectus;
(e) the option agreement referred to on page 26 of this Prospectus;
(f) the material contracts referred to in paragraph on pages 111 and 112 of this Prospectus;
(g) the letters of consent referred to in paragraph 34 above; and
(h) the audited accounts of the Company and its Subsidiaries for FY1998, FY1999 and the 8
months ended 29 February 2000.
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PROCEDURES FOR APPLICATION AND ACCEPTANCE
TERMS AND CONDITIONS FOR APPLICATION AND ACCEPTANCE
Applications are invited for the subscription of the Invitation Shares at the Issue Price for each Offer
Share and each Placement Share subject to the following terms and conditions:-
1. APPLICATIONS MUST BE MADE IN LOTS OF 1,000 INVITATION SHARES AND INTEGRAL
MULTIPLES THEREOF. APPLICATIONS FOR ANY OTHER NUMBER OF INVITATION
SHARES WILL BE REJECTED.
2. Applications for Offer Shares may be made by way of Offer Shares Application Forms or by
way of Electronic Applications through ATMs. Applications for the Placement Shares may only
be made by way of Placement Shares Application Forms. Applications for VIP Shares may only
be made by way of VIP Shares Application Forms. Applications for Reserved Shares may only
be made by way of Reserved Shares Application Forms. APPLICANTS MAY NOT USE CPF
FUNDS TO APPLY FOR THE INVITATION SHARES.
3. Each Applicant is allowed to submit only one application in his own name for the Offer
Shares. A person submitting an application for Offer Shares by way of an Application
Form MAY NOT submit another application for Offer Shares by way of an Electronic
Application and vice versa. Such separate applications shall be deemed to be multiple
applications and shall be rejected.
A person, other than an approved nominee company, who is submitting an application
for Offer Shares in his own name should not submit any other application for Offer
Shares, whether by way of an Application Form or by way of an Electronic Application,
for any other person. Such separate applications shall be deemed to be multiple
applications and shall be rejected.
An Applicant who has made an application for Placement Shares (other than the VIP
Shares or the Reserved Shares) shall not make any application for Offer Shares either
by way of an Application Form or by way of an Electronic Application and vice versa.
Such separate applications shall be deemed to be multiple applications and shall be
rejected.
Conversely, an Applicant who has made an application for Offer Shares either by way of
an Electronic Application or by way of an Application Form may not make any application
for Placement Shares (other than the VIP Shares or the Reserved Shares). Such separate
applications shall be deemed to be a multiple application and shall be rejected.
An Applicant for VIP Shares using the VIP Shares Application Form may submit one
separate application for the Offer Shares in his own name either by way of the Offer
Shares Application Form or by way of an Electronic Application or submit one separate
application for the Placement Shares (excluding the Reserved Shares) provided he adheres
to the terms and conditions of this Prospectus. Such separate applications shall not be
treated as multiple applications.
An Applicant for Reserved Shares using the Reserved Shares Application Form may
submit one separate application for the Offer Shares in his own name either by way of
the Offer Shares Application Form or by way of an Electronic Application or submit one
separate application for the Placement Shares (excluding the VIP Shares) provided he
adheres to the terms and conditions of this Prospectus. Such separate applications shall
not be treated as multiple applications.
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Joint applications shall be rejected. Multiple applications for Invitation Shares shall be
rejected. Persons submitting or procuring submissions of multiple share applications
(whether for Offer Shares, Placement Shares or both Offer Shares and Placement Shares)
may be deemed to have committed an offence under the Penal Code, Chapter 224 of
Singapore and the Securities Industry Act, Chapter 289 of Singapore, and such
applications may be referred to the relevant authorities for investigation. Multiple
applications or those appearing to be or suspected of being multiple applications will be
liable to be rejected at the discretion of the Company.
4. Applications will not be accepted from any person under the age of 21 years, undischarged
bankrupts, sole-proprietorships, partnerships, chops or non-corporate bodies, joint Securities
Account holders of CDP and Applicants whose addresses (furnished in their Application Forms
or, in the case of Electronic Applications, contained in the records of the relevant Participating
Banks) bear post office box numbers.
5. The existence of a trust will not be recognised. Any application by a trustee or trustees must
be made in his/their own name(s) and without qualification or, where the application is made by
way of an Application Form, in the name(s) of an approved nominee company or approved
nominee companies after complying with paragraph 6 below.
6. NOMINEE APPLICATIONS MUST BE MADE BY APPROVED NOMINEE COMPANIES ONLY.
Approved nominee companies are defined as banks, merchant banks, finance companies,
insurance companies, licensed securities dealers in Singapore and nominee companies controlled
by them. Applications made by nominees other than approved nominee companies shall be
rejected.
7. FOR NON-NOMINEE APPLICATIONS, EACH APPLICANT MUST MAINTAIN A SECURITIES
ACCOUNT WITH CDP IN HIS OWN NAME AT THE TIME OF HIS APPLICATION. An Applicant
without an existing Securities Account with CDP in his own name at the time of his application
will have his application rejected, in the case of an application by way of an Application Form,
or will not be able to complete his Electronic Application, in the case of an Electronic Application.
An Applicant with an existing Securities Account who fails to provide his Securities Account
number or who provides an incorrect Securities Account number in Section B of the Application
Form or in his Electronic Application, as the case may be, is liable to have his application
rejected. Subject to paragraph 8 below, an application shall be rejected if the Applicant’s
particulars such as name, NRIC/passport number, nationality and permanent residence status
provided in his Application Form or in the records of the relevant Participating Bank at the time
of his Electronic Application, as the case may be, differ from those particulars in his Securities
Account as maintained with CDP. If the Applicant possesses more than one individual direct
Securities Account with CDP, his application shall be rejected.
8. If the address of an Applicant stated in the Application Form or in the records of the
relevant Participating Bank, as the case may be, is different from the address registered
with CDP, the Applicant must inform CDP of his updated address promptly, failing which
the notification letter on successful allotment and/or allocation will be sent to his address
last registered with CDP.
9. The Company reserves the right to reject any application which does not conform strictly
to the instructions set out in the Application Form and in this Prospectus or which does
not comply with the instructions for Electronic Applications or with the terms and
conditions of this Prospectus or, in the case of an application by way of an Application
Form, which is illegible, incomplete, incorrectly completed or which is accompanied by
an improperly drawn remittance. The Company further reserves the right to treat as valid
any applications not completed or submitted or effected in all respects in accordance
with the terms and conditions of this Prospectus and also to present for payment or
other processes all remittances at any time after receipt and to have full access to all
information relating to, or deriving from, such remittances or the processing thereof.
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10. The Company reserves the right to reject or to accept, in whole or in part, or to scale down or
to ballot any application, without assigning any reason therefor, and no enquiry and/or
correspondence on the decision of the Company will be entertained. This right applies to
applications made by way of Application Forms and by way of Electronic Applications. In deciding
the basis of acceptance, due consideration will be given to the desirability of allotting and/or
allocating the Invitation Shares to a reasonable number of Applicants with a view to establishing
an adequate market for the Shares.
11. Share certificates will be registered in the name of CDP and will be forwarded only to CDP. It
is expected that CDP will send to each successful Applicant, at his own risk, within 15 Market
Days after the close of the Application List, a statement of account stating that his Securities
Account has been credited with the number of Invitation Shares allotted and/or allocated to
him. This will be the only acknowledgement of application moneys received and is not an
acknowledgement by the Company. Each Applicant irrevocably authorises CDP to complete
and sign on his behalf as transferee or renouncee any instrument of transfer and/or other
documents required for the issue or transfer of the Invitation Shares allotted and/or allocated to
the Applicant. This authorisation applies to applications made by way of Application Forms and
by way of Electronic Applications.
12. In the event of an under-subscription for Offer Shares as at the close of the Application List,
that number of Offer Shares under-subscribed shall be made available to satisfy applications
for Placement Shares to the extent that there is an over-subscription for Placement Shares as
at the close of the Application List.
Any of the VIP Shares not taken up by the Singapore VIP Cardholders will be made available
to satisfy applications for the Placement Shares to the extent that there is an over-subscription
for the Placement Shares.
Any of the Reserved Shares not taken up by an independent Director, management, staff and
business associates of the Group will be made available to satisfy applications for the Placement
Shares to the extent that there is an over-subscription for the Placement Shares.
In the event of an under-subscription for Placement Shares as at the close of the Application
List, that number of Placement Shares under-subscribed shall be made available to satisfy
applications for Offer Shares to the extent that there is an over-subscription for Offer Shares as
at the close of the Application List.
In the event of an over-subscription for Offer Shares as at the close of the Application List and
Placement Shares are fully subscribed as at the close of the Application List, the successful
applications for Offer Shares will be determined by ballot or otherwise as determined by the
Directors and approved by the SGX-ST.
13. Each Applicant irrevocably authorises CDP to disclose the outcome of his application, including
the number of Invitation Shares allotted to the Applicant pursuant to his application, to authorised
operators.
14. Any reference to the “Applicant” in this section shall include an individual, a corporation, an
approved nominee and trustee applying for the Offer Shares by way of an Application Form or
by way of an Electronic Application and a person applying for the Placement Shares through
the Placement Agents.
15. By completing and delivering an Application Form or by making and completing an Electronic
Application (as the case may be) in accordance with the provisions of this Prospectus, each
Applicant:-
(a) irrevocably offers to subscribe for the number of Invitation Shares specified in his application
(or such smaller number for which the application is accepted) at the Issue Price and
agrees that he will accept such Invitation Shares as may be allotted and/or allocated to
him, in each case on the terms of this Prospectus and the Memorandum and Articles of
Association of the Company; and
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(b) warrants the truth and accuracy of the information provided in his application.
16. Acceptance of applications will be conditional upon, inter alia, the Company being satisfied
that:-
(a) permission has been granted by the SGX-ST to deal in and for quotation for all the existing
Shares and the New Shares on the Official List of SGX-ST; and
(b) the Management and Underwriting Agreement and the Placement Agreement referred to
on page 113 of this Prospectus have become unconditional and have not been terminated.
17. No application will be held in reserve.
18. No Shares will be allotted and/or allocated on the basis of this Prospectus later than six months
after the date of this Prospectus.
19. Additional terms and conditions for applications by way of Application Forms are set out on
pages 119 to 122 of this Prospectus.
20. Additional terms and conditions for applications by way of Electronic Applications are set out
on pages 122 to 129 of this Prospectus.
ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS
Applications by way of Application Forms shall be made on and subject to the terms and conditions
of this Prospectus including but not limited to the terms and conditions appearing below as well as
those set out under the section on “TERMS AND CONDITIONS FOR APPLICATION AND
ACCEPTANCE” on pages 116 to 119 of this Prospectus, as well as the Memorandum and Articles
of Association of the Company.
1. Applications must be made using the WHITE Application Forms for Offer Shares and the BLUE
Application Forms for Placement Shares (other than the VIP Shares and the Reserved Shares)
accompanying and forming part of this Prospectus. Attention is drawn to the detailed instructions
contained in the respective Application Forms and this Prospectus for the completion of the
Application Forms which must be carefully followed. The Company reserves the right to
reject applications which do not conform strictly to the instructions set out in the
Application Forms and this Prospectus or to the terms and conditions of this Prospectus
or which are illegible, incomplete, incorrectly completed or which are accompanied by
improperly drawn remittances.
2. The Application Forms must be completed in English. Please type or write clearly in ink using
BLOCK LETTERS.
3. All spaces in the Application Forms except those under the heading “FOR OFFICIAL USE
ONLY” must be completed and the words “NOT APPLICABLE” or “N.A.” should be written in
any space that is not applicable.
4. Individuals, corporations, approved nominee companies and trustees must give their names in
full. Applications must be made, in the case of individuals, in their full names appearing in their
identity cards (if Applicants have such identification documents) or in their passports and, in the
case of corporations, in their full names as registered with a competent authority. An Applicant,
other than an individual, completing the Application Form under the hand of an official must
state the name and capacity in which that official signs. A corporation completing the Application
Form is required to affix its Common Seal (if any) in accordance with its Memorandum and
Articles of Association or equivalent constitutive documents of the corporation. If an application
by a corporate Applicant is successful, a copy of its Memorandum and Articles of Association
or equivalent constitutive documents must be lodged with the Company’s Share Registrar and
Share Transfer Office. The Company reserves the right to require any Applicant to produce
documentary proof of identification for verification purposes.
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5. (a) All Applicants must complete page 1, and Sections A and B of the Application Forms.
(b) All Applicants are required to delete either paragraph 7(a) or 7(b) on page 1 of the
Application Forms. Where paragraph 7(a) is deleted, the Applicants must also complete
Section C of the Application Forms with particulars of the beneficial owner(s).
(c) Applicants who fail to make the required declaration in paragraph 7(a) or 7(b), as the case
may be, on page 1 of the Application Forms are liable to have their applications rejected.
6. Individual and corporate Applicants, whether incorporated or unincorporated and wherever
incorporated or constituted, will be required to declare whether they are citizens or permanent
residents of Singapore or corporations in which citizens or permanent residents of Singapore or
any body corporate constituted under any statute of Singapore have an interest in the aggregate
of more than 50 per cent. of the issued share capital of or interests in such corporations.
Approved nominee companies are required to declare whether the beneficial owner of the
Invitation Shares is a citizen or permanent resident of Singapore or a corporation, whether
incorporated or unincorporated and wherever incorporated or constituted, in which citizens or
permanent residents of Singapore or any body corporate whether incorporated or unincorporated
and wherever incorporated or constituted under any statute of Singapore have an interest in
the aggregate of more than 50 per cent. of the issued share capital of or interests in such
corporation.
7. Each application must be accompanied by a remittance in Singapore currency for the full amount
payable, in respect of the number of Invitation Shares applied for, in the form of a BANKER’S
DRAFT or CASHIER’S ORDER drawn on a bank in Singapore, made out in favour of “EU YAN
SANG SHARE ISSUE ACCOUNT” crossed “A/C PAYEE ONLY”, with the name and address of
the Applicant written clearly on the reverse side. Applications accompanied by ANY OTHER
FORM OF PAYMENT WILL NOT BE ACCEPTED. Remittances bearing “NOT TRANSFERABLE”
or “NON TRANSFERABLE” crossings shall be rejected. No acknowledgement or receipt will be
issued by the Company or the Manager for applications and application moneys received.
8. Unsuccessful applications are expected to be returned (without interest or any share of revenue
or other benefit arising therefrom) to the Applicants by ordinary post within three Market Days
after the close of the Application List at the Applicants’ own risk. Where an application is rejected
or accepted in part only, the full amount or the balance of the application moneys, as the case
may be, will be refunded (without interest or any share of revenue or other benefit arising
therefrom) to the Applicant by ordinary post at the Applicant’s own risk within 14 days after the
close of the Application List.
9. Capitalised terms used in the Application Forms and defined in this Prospectus shall bear the
meanings assigned to them in this Prospectus.
10. By completing and delivering the Application Form, the Applicant agrees that:-
(a) in consideration of the Company having distributed the Application Form to him and agreeing
to close the Application List at 12.00 noon on 26 July 2000 or such other time or date as
the Directors may, in consultation with OUB, decide and by completing and delivering the
Application Form, each Applicant agrees that:-
(i) his application is irrevocable; and
(ii) his remittance will be honoured on first presentation and that any moneys returnable
may be held pending clearance of his payment without interest or any share of revenue
or other benefit arising therefrom;
(b) all applications, acceptances and contracts resulting therefrom under the Invitation shall be
governed by and construed in accordance with the laws of Singapore and that he irrevocably
submits to the non-exclusive jurisdiction of the Singapore courts;
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(c) in respect of the Invitation Shares for which his application has been received and not
rejected, acceptance of his application shall be constituted by written notification and not
otherwise, notwithstanding any remittance being presented for payment by or on behalf of
the Company; and
(d) he will not be entitled to exercise any remedy of rescission for misrepresentation at any
time after acceptance of his application.
Applications For Offer Shares
1. Applications for Offer Shares MUST be made using the WHITE Offer Shares Application Forms
and MANILLA official envelopes “A” and “B”. ONLY ONE APPLICATION should be enclosed in
each envelope.
2. The Applicant must:-
(a) enclose the WHITE Offer Shares Application Form, duly completed and signed, together
with his remittance in the MANILLA envelope “A” provided;
(b) in the appropriate spaces on MANILLA envelope “A”:-
(i) write his name and address;
(ii) state the number of Offer Shares applied for; and
(iii) affix adequate Singapore postage;
(c) SEAL MANILLA ENVELOPE “A”;
(d) write, in the special box provided on the larger MANILLA envelope “B” addressed to
OVERSEAS UNION BANK LIMITED, 1 RAFFLES PLACE, OUB CENTRE, SINGAPORE
048616, the number of Offer Shares for which the application is made; and
(e) insert MANILLA envelope “A” into MANILLA envelope “B”, seal MANILLA envelope “B”
and thereafter DESPATCH BY ORDINARY POST OR DELIVER BY HAND at his own
risk to OVERSEAS UNION BANK LIMITED, 1 RAFFLES PLACE, OUB CENTRE,
SINGAPORE 048616, to arrive by 12.00 noon on 26 July 2000 or such other time as
the Company may, in consultation with OUB, decide. Local Urgent Mail or Registered
Post must NOT be used. No acknowledgement of receipt will be issued for any application
or remittance received.
3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly
drawn remittances are liable to be rejected.
Applications for Placement Shares (other than the VIP Shares or the Reserved Shares)
1. Applications for Placement Shares (other than the VIP Shares or the Reserved Shares) must
be made using the BLUE Placement Shares Application Forms. ONLY ONE APPLICATION
should be enclosed in each envelope.
2. The completed BLUE Placement Shares Application Form and the Applicant’s remittance with
the name and address of the Applicant written clearly on the reverse side, must be enclosed
and sealed in an envelope to be provided by the Applicant. The sealed envelope must be
DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at the Applicant’s own
risk to OVERSEAS UNION BANK LIMITED, 1 RAFFLES PLACE, OUB CENTRE, SINGAPORE
048616, to arrive by 12.00 noon on 26 JULY 2000 or such other time as the Company may,
in consultation with OUB, decide. Local Urgent Mail or Registered Post must NOT be
used. No acknowledgement of receipt will be issued for any application or remittance received.
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Applications for VIP Shares
1. The Company will send by post to its Singapore VIP Cardholders at their respective addresses
as reflected in the records of the Company a notification (“Notification”) of their entitlement
from the Company. This Prospectus and the Application Form will not be mailed together with
the Notification but will be made available to the Singapore VIP Cardholders at the Group’s
retail outlets listed in the Notification upon the presentation their VIP cards at the outlets. The
Company will also be publishing the Notification in The Straits Times and Lianhe Zao Bao on
18 July 2000.
2. Notwithstanding the above, none of the Directors, the Company, the Manager or the Placement
Agents shall be in anyway liable for any delays or failures in respect of the delivery or publication
of the Notification for any reason whatsoever, including without limitation any inaccuracies in
the particulars, names and/or addresses of the Singapore VIP Cardholders in relation to the
Notification or in respect of the records of the Company, or in any other events beyond their
respective control.
3. Applications for VIP Shares must be made using the BIEGE VIP Shares Application Forms.
ONLY ONE APPLICATION should be enclosed in each envelope.
4. The completed BIEGE VIP Shares Application Form and the Applicant’s remittance with the
name and address of the Applicant written clearly on the reverse side, must be enclosed and
sealed in an envelope to be provided by the Applicant. The sealed envelope must be
DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at the Applicant’s own
risk to the SHARE REGISTRAR at LIM ASSOCIATES (PTE) LTD, 10 COLLYER QUAY
#19-08, OCEAN BUILDING, SINGAPORE 049315, to arrive by 12.00 noon on 24 JULY 2000
or such other time as the Company may, in consultation with OUB, decide. Local Urgent
Mail or Registered Post must NOT be used. No acknowledgement of receipt will be issued
for any application or remittance received.
Applications for Reserved Shares
1. Applications for Reserved Shares must be made using the PINK Reserved Shares Application
Forms. ONLY ONE APPLICATION should be enclosed in each envelope.
2. The completed PINK Reserved Shares Application Form and the Applicant’s remittance with
the name and address of the Applicant written clearly on the reverse side, must be enclosed
and sealed in an envelope to be provided by the Applicant. The sealed envelope must be
DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at the Applicant’s own
risk to the Company at 269A SOUTH BRIDGE ROAD, SINGAPORE 058818, to arrive by
12.00 noon on 26 JULY 2000 or such other time as the Company may, in consultation
with OUB, decide. Local Urgent Mail or Registered Post must NOT be used. No
acknowledgement of receipt will be issued for any application or remittance received.
ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS
The procedures for Electronic Applications at ATMs are set out on the ATM screens (in the case of
ATM Electronic Applications) and the IB web-site screens (in the case of Internet Electronics
Applications) of the relevant Participating Banks. Currently, DBS Bank, OUB and UOB Group are the
only Participating Banks through which Internet Electronics Applications can be made. For illustration
purposes, the procedures for Electronic Applications at ATMs and the IB web-site of OUB are set
out respectively in the “Steps for an Electronic Application for Offer Shares through the ATMs of
OUB” and the “Steps for an Internet Electronics Application through the IB web-site of OUB” (the
“Steps”) appearing on pages 127 to 129 of this Prospectus. The Steps set out the actions that an
Applicant must take at the ATM or the IB web-site of OUB to complete an Electronic Application.
Please read carefully the terms of this Prospectus, the Steps and the terms and conditions for
Electronic Applications set out below before making an Electronic Application. Any reference to the
“Applicant” in the additional terms and conditions for Electronic Applications and the Steps shall
mean the Applicant who applies for Offer Shares through an ATM or the IB web-site of a relevant
Participating Bank.
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An Applicant must have an existing bank account with and be an ATM cardholder of one of the
Participating Banks before he can make an Electronic Application at the ATMs. An ATM card issued
by one Participating Bank cannot be used to apply for Offer Shares at an ATM belonging to other
Participating Banks. For an Internet Electronic Application, you must have an existing bank account
with and an IB User Identification (“User ID”) and a Personal Identification Number/password (“Pin”)
given by a relevant Participating Bank. The Steps set out the actions that an Applicant must take at
ATMs or the IB web-site of OUB to complete an Electronic Application. The actions that an Applicant
must take at ATMs or the IB web-sites of other Participating Banks are set out on the ATM screens
of the relevant Participating Banks. Upon the completion of his Electronic Application transaction, the
Applicant will receive an ATM transaction slip (“Transaction Record”), confirming the details of his
Electronic Application. Upon completion of your Internet Electronic Application, there will be an onscreen
confirmation (“Confirmation Screen”) of the application which can be printed out for your
record. The Transaction Record is for retention by the Applicant and should not be submitted with
any Application Form.
An Applicant must ensure that he enters his own Securities Account number when using the
ATM card issued to him in his own name. An Applicant operating a joint bank account with
any of the Participating Banks must ensure that he enters his own Securities Account number
when using the ATM card issued to him in his own name. Using his own Securities Account
number with an ATM card which is not issued to him in his own name will render his Electronic
Application liable to be rejected.
You must ensure, when making an Internet Electronic Application, that your mailing address is in
Singapore and the application is being made in Singapore and you will be asked to declare accordingly.
Otherwise your application is liable to be rejected.
An Electronic Application shall be made on the terms and subject to the conditions of this Prospectus
including but not limited to the terms and conditions appearing below and those set out under the
section on “TERMS AND CONDITIONS FOR APPLICATION AND ACCEPTANCE” on pages 116 to
119 of this Prospectus as well as the Memorandum and Articles of Association of the Company.
1. In connection with his Electronic Application for Offer Shares, the Applicant is required to confirm
statements to the following effect in the course of activating the ATM for his Electronic
Application:-
(a) that he has received a copy of this Prospectus and has read, understood and agreed
to all the terms and conditions of application for Offer Shares and this Prospectus
prior to effecting the Electronic Application and agrees to be bound by the same;
(b) that he consents to the disclosure of his name, NRIC/passport number, address,
nationality, permanent resident status, CDP Securities Account number, and share
application amount (the “Relevant Particulars”) from his account with that Participating
Bank to the Share Registrar, CDP, SCCS, the Company and the Managers (the
“Relevant Parties”); and
(c) that this is his only application for Offer Shares and it is made in his own name and
at his own risk.
His application will not be successfully completed and cannot be recorded as a completed
transaction in the ATM unless he presses the “Enter” or “Confirm” or “Yes” key or click “Confirm”
or “OK” on the IB web-site screen. By doing so, the Applicant shall be treated as signifying his
confirmation of each of the above three statements. In respect of statement 1(b) above, his
confirmation, by pressing the “Enter” or “Confirm” or “Yes” key, shall signify and shall be treated
as his written permission, given in accordance with the relevant laws of Singapore including
Section 47(4) of the Banking Act (Chapter 19) of Singapore to the disclosure by that Participating
Bank of the Relevant Particulars to the Relevant Parties.
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2. BY MAKING AN ELECTRONIC APPLICATION, THE APPLICANT CONFIRMS THAT HE IS
NOT APPLYING FOR OFFER SHARES AS NOMINEE OF ANY OTHER PERSON AND THAT
ANY ELECTRONIC APPLICATION THAT HE MAKES IS THE ONLY APPLICATION MADE
BY HIM AS BENEFICIAL OWNER.
The applicant shall make only one Electronic Application for offer shares and SHOULD
not make any other application for Invitation shares (other than the VIP Shares or the
Reserved Shares), whether at the ATMs or the IB web-sites (if any) of any participating
bank or on the application forms. IF YOU HAVE made an application for Offer Shares or
Placement Shares (other than the VIP Shares or the Reserved Shares) on an application
form, YOU shall not make an electronic application for Offer Shares.
3. The Applicant must have sufficient funds in his bank account with his Participating Bank at the
time he makes his Electronic Application, failing which his Electronic Application will not be
completed. Any Electronic Application which does not conform strictly to the instructions
set out in this Prospectus or on the screens of the ATM or the IB web-site through which
your Electronic Application is being made shall be rejected.
4. The Applicant irrevocably agrees and undertakes to subscribe for and to accept the number of
Offer Shares applied for as stated on the Transaction Record or any lesser number of Offer
Shares that may be allotted and/or allocated to him in respect of his Electronic Application. In
the event that the Company decides to allot and/or allocate any lesser number of such Offer
Shares or not to allot and/or allocate any Offer Shares to the Applicant, the Applicant agrees to
accept such decision as final. If the Applicant’s Electronic Application is successful, his
confirmation (by his action of pressing the “Enter” or “Confirm” or “Yes” key on the ATM) of the
number of Offer Shares applied for shall signify and shall be treated as his acceptance of the
number of Offer Shares that may be allotted and/or allocated to him and his agreement to be
bound by the Memorandum and Articles of Association of the Company.
5. No applications will be kept in reserve. Where an Electronic Application is unsuccessful, the
full amount of the application moneys will be refunded (without interest or any share of revenue
or other benefit arising therefrom) to the Applicant by being automatically credited to the
Applicant’s account with his Participating Bank within three Market Days after the close of the
Application List. Trading on a “WHEN ISSUED” basis, if applicable, is expected to
commence after such refund has been made.
Where an Electronic Application is rejected or accepted in part only, the full amount or the
balance of the application moneys, as the case may be, will be refunded (without interest or
any share of revenue or other benefit arising therefrom) to the Applicant by being automatically
credited to the Applicant’s account with his Participating Bank within 14 days after the close of
the Application List.
Responsibility for timely refund of application moneys from Electronic Applications lies
solely with the respective Participating Banks. Therefore, the Applicant is strongly advised
to consult his Participating Bank as to the status of his Electronic Application and/or the
refund of any moneys to him from unsuccessful or partially successful Electronic
Application, to determine the exact number of Offer Shares allotted to him before trading
the Offer Shares on the SGX-ST. Neither the SGX-ST, the CDP, the SCCS, the Participating
Banks, the Company or the Manager assume any responsibility for any loss that may be
incurred as a result of an Applicant having to cover any net sell positions or from buyin
procedures activated by the SGX-ST.
6. If the Applicant’s Electronic Application is made through the ATMs of DBS’ POSBank Services
division or Keppel TatLee Bank Limited, and is unsuccessful, it is expected that a computer
generated notice will be sent to the Applicant by his Participating Bank (at the address of the
Applicant stated in the records of such Participating Bank as at the date of his Electronic
Application) by ordinary post at the Applicant’s own risk within three Market Days after the
close of the Application List.
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If the Applicant’s Electronic Application is made through the ATMs of DBS (other than those of
its POSBank Services division), the OCBC Group, OUB or UOB Group, and is unsuccessful,
no notification will be sent by such Participating Bank.
If your Internet Electronic Application made through the IB web-site of OUB or DBS Bank is
unsuccessful, no notification will be sent by such Participating Bank.
Applicants who make Electronic Applications through the ATMs of the following banks may
check the provisional results of their Electronic Applications as follows:-
Bank Telephone Available at Operating Hours Service expected from
OUB 1800 224 2000 OUB Personal Banking Phone Banking Evening of the balloting
24 hours a day day
www.oub2000.com.sg* Internet Banking Evening of the balloting
24 hours a day day
OUB Mobile Buzz OUB Mobile Buzz** Evening of the balloting
24 hours a day day
DBS 1800 222 2222 Internet Banking or 24 hours a day 7.00 p.m. on the balloting
Bank 327 4767 Internet Kiosk
www.dbs.com.sg*
day
Keppel 222 8228 ATM ATM – 24 hours a day ATM – Evening of the
TatLee balloting day
Bank Phone Banking:- Phone Banking:-
Limited Mon-Fri 0800-2200 8:00 a.m. on the day
Sat 0800-1500 after the balloting day
OCBC 1800 363 3333 ATM ATM – 24 hours a day
Phone Banking
– 24 hours a day
Evening of the balloting
day
UOB 1800 533 5533 ATM (Other Transactions – ATM – 24 hours a day 6.00 p.m. on the balloting
1800 222 2121 “IPO Enquiry”) Phone Banking***
– 24 hours a day
day
www.uobcyberbank.com.sg 24 hours a day 6.00 p.m. on the balloting
day
* If you made your Internet Electronic Application through the IB web-site of OUB, DBS Bank or UOB Group, you
may check the result through the same channels listed in the table above.
** If you made your Electronic Applications through the ATMs or IB web-site of OUB and have activated your OUB
Mobile Buzz service, you will be notified of the results of your Electronic Application via your mobile phone.
*** UOB customers with Phonebanking service can check the results of their IPO applications via the two toll-free
24-hrs hotline numbers after successful verification of their Access Code and Personal Identification Number.
Transaction code is “12#”. The information will be kept in the system for 7 days after closure of the IPO.
7. Electronic Applications shall close at 12.00 noon on 26 July 2000 or such other time as the
Company may, in consultation with OUB, decide.
8. The Applicant is deemed to have requested and authorised the Company to:-
(a) register the Offer Shares allotted and/or allocated to the Applicant in the name of CDP for
deposit into his Securities Account;
(b) send the relevant Share certificate(s) to CDP;
(c) return or refund (without interest or any share of revenue earned or other benefit arising
therefrom) the application moneys, should his Electronic Application be rejected, by
automatically crediting the Applicant’s bank account with his Participating Bank with the
relevant amount within three Market Days after the close of the Application List; and
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(d) return or refund (without interest or any share of revenue or other benefit arising therefrom)
the balance of the application moneys, should his Electronic Application be accepted in
part only, by automatically crediting the Applicant’s bank account with his Participating
Bank with the relevant amount within 14 days after the close of the Application List.
9. The Applicant irrevocably agrees and acknowledges that his Electronic Application is subject to
risks of electrical, electronic, technical and computer-related faults and breakdowns, fires, acts
of God and other events beyond the control of the Participating Banks and if, in any such
event, the Company, the Managers and/or the relevant Participating Bank do not receive the
Applicant’s Electronic Application, or data relating to the Applicant’s Electronic Application is
lost, corrupted or not otherwise accessible, whether wholly or partially for whatever reason, the
Applicant shall be deemed not to have made an Electronic Application and the Applicant shall
have no claim whatsoever against the Company, the Manager and/or the relevant Participating
Bank for Offer Shares applied for or for any compensation, loss or damage.
10. The existence of a trust will not be recognised. Any Electronic Application by a trustee must be
made in his own name and without qualification. The Company will reject any application by
any person acting as nominee.
11. All particulars of the Applicant in the records of his Participating Bank at the time he makes his
Electronic Application shall be deemed to be true and correct and his Participating Bank and
the Relevant Parties shall be entitled to rely on the accuracy thereof. If there has been any
change in the particulars of the Applicant after the time of the making of his Electronic Application,
the Applicant shall promptly notify his Participating Bank.
12. The Applicant should ensure that his personal particulars as recorded by both CDP and
the relevant Participating Bank are correct and identical, otherwise, his Electronic
Application is liable to be rejected. The Applicant should promptly inform CDP of any change
in address, failing which the notification letter on successful allotment and/or allocation will be
sent to his address last registered with CDP.
13. By making and completing an Electronic Application, the Applicant is deemed to have agreed
that:-
(a) in consideration of the Company making available the Electronic Application facility, through
the Participating Banks acting as agents of the Company, at the ATMs and the IB websites
(if any):-
(i) his Electronic Application is irrevocable; and
(ii) his Electronic Application, the acceptance by the Company and the contract resulting
therefrom under the Invitation shall be governed by and construed in accordance with
the laws of Singapore and he irrevocably submits to the non-exclusive jurisdiction of
the Singapore courts;
(b) none of the Company, the Manager or the Participating Banks shall be liable for any delays,
failures or inaccuracies in the recording, storage or in the transmission or delivery of data
relating to his Electronic Application to the Company or CDP due to breakdowns or failure
of transmission, delivery or communication facilities or any risks referred to in paragraph 9
above or to any cause beyond their respective controls;
(c) in respect of Offer Shares for which his Electronic Application has been successfully
completed and not rejected, acceptance of the Applicant’s Electronic Application shall be
constituted by written notification by or on behalf of the Company and not otherwise,
notwithstanding any payment received by or on behalf of the Company;
(d) he will not be entitled to exercise any remedy of rescission for misrepresentation at any
time after acceptance of his application; and
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(e) in respect of the Offer Shares for which his Electronic Application has been successfully
completed and not rejected, acceptance of the applicant’s Electronic Application shall be
constituted by written notification by or on behalf of the Company and not otherwise,
notwithstanding any payment received by or on behalf of the Company.
Steps for Electronic Applications through ATMs and the IB web-site of OUB
The instructions for Electronic Applications will appear on the ATM screens and the IB web-site
screens. For illustration purposes, the steps for making an Electronic Application through an ATM
belonging to OUB or through the IB web-site of OUB are shown below. Instructions for Electronic
Applications on the ATM screens and the IB web-site screens (if any) of the Participating Banks,
other than OUB, may differ from those represented below.
Owing to space constraints on OUB’s ATM screen, the following terms will appear in abbreviated
form:-
“&” : and
“CDP” : The Central Depository (Pte) Limited
“CDP A/C” : CDP Account
“CPF” : The Central Provident Fund Board
“CPF Inv A/C” : CPF Investment Account
“Mgrs” : Manager
“NETS” : Network for Electronic Funds Transfer
“No.” : Number
“NRIC/PP No.” : National Registration Identity Card/Passport Number
“PR” : Permanent Resident
“S$” : Singapore Dollars
“SCCS” : Securities Clearing & Computer Services (Pte) Ltd
“SGX-ST” : Singapore Exchange Securities Trading Limited
Steps for an Electronic Application through the ATMs of OUB
Step 1 : Insert your personal ATM Autocash Card
2 : Select Language Choice
3 : Enter your Personal Identification Number
4 : Select “Other Services”
5 : Select “Securities / Unit Trust”
6 : Select “Electronic Share Application”
7 : Select “EYS”
8 : Select the type of bank account to debit your application moneys
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9 : Press the “YES” key to confirm that you have read the following messages:-
— Prospectus available at various Participating Banks.
— A copy of the Prospectus has been lodged with and registered by
the Registrar of Companies & Businesses in Singapore who takes
no responsibility for its contents.
10 : Press the “YES” key again to confirm that:-
(1) I have read, understood & agreed to all the terms & conditions of
the Application Form & Prospectus.
(2) I consent to disclosure of my name, NRIC/PP No., nationality, PR
status, CPF Inv A/C, CDP A/C and application details to the Registrar,
CDP, SGX-ST, SCCS, CPF, NETS, Issuer, & Mgrs.
11 : Select “Fixed Price”
12 : Press the “YES” key to confirm that:-
This is my only application and is made in my name & at my own risk.
13 : Select your nationality and permanent resident status
14 : Press the “YES” key to confirm your NRIC/Passport No.
15 : Press the “YES” key to confirm your CDP Securities A/C No. or enter your
own CDP Securities A/C No. (12 digits)
16 : Enter No. of Shares applied for
17 : Check the details of your application on screen and press the “YES” key to
confirm application
18 : Remove the Transaction Record; this is for your reference only
Owing to space constraints on OUB’s IB web-site screens, the following terms will appear in
abbreviated form:-
“CDP” : The Central Depository (Pte) Limited
“CPF” : The Central Provident Fund
“NRIC” : National Registration Identity Card
“PR” : Permanent Resident
“SGD” or “$” : Singapore Dollars
“SCCS” : Securities Clearing & Computer Services (Pte) Ltd
“SGX-ST” : Singapore Exchange Securities Trading Limited
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Steps for an Internet Electronic Application through the IB web-site of OUB
Step 1 : Connect to OUB web-site
2 : Login to OUB Personal Internet Banking
3 : Enter your IB User ID and PIN
4 : Select “Investment”
5 : Select “Electronic Securities Application”
6 : Select “IPO”
7 : Click “Yes” to declare that you are in Singapore and have a mailing address in
Singapore
8 : Select “EYS”
9 : Click “Yes” to confirm that:-
1. I have read, understood and agreed to all terms and conditions of
the application and prospectus/document.
2. I consent to the disclosure of my name, NRIC/Passport Number,
address, nationality, PR status, CPF Investment account number, CDP
securities account number and application details to the registrars,
CDP, SGX-ST, SCCS, CPF, issuer and the Lead Manager.
3. This application is made in my own name and at my own risk. For
FIXED price securities application, this is my only application. For
TENDER price securities application, this is my only application at
the selected tender price.
10 : For Fixed price securities applications, Click “Continue”.
For applications for securities with Fixed price and Tender price tranches, click
“Fixed price” to make a fixed price application and click “Tender price” to make
a tender price application.
11 : Fill in details for securities application and click “Continue”
12 : For Fixed price securities applications, enter the quantity of securities applied
for and click “Continue”
For Tender price securities applications, enter tender price and quantity of
securities applied for and click “Continue”
13 : Check details for your application, your NRIC/Passport Number, and quantity
of securities on the screen and click “Confirm” to confirm your application.
14 : Print Confirmation Screen (optional) for your reference and retention
129

130
APPENDIX A
RULES OF THE EU YAN SANG EMPLOYEE SHARE OPTION SCHEME
NAME OF SCHEME
The Scheme will be known as the Eu Yan Sang Employee Share Option Scheme.
OBJECTIVES OF THE SCHEME
The Scheme provides Executives, Directors and employees who have contributed to the success
and development of the Group with an opportunity to participate in the equity of the Company and
to motivate them towards better performance through increased dedication and loyalty. The objectives
of the Scheme are as follows:-
(1) the motivation of Selected Persons to optimise performance standards and efficiency and to
maintain a high level of contribution;
(2) the retention of key employees whose contributions are important to the long term growth and
prosperity of the Group;
(3) the attainment of harmonious employer/staff relations, as well as the strengthening of working
relationships with the Group’s close business associates; and
(4) the development of a participatory style of management which promotes greater commitment
and dedication amongst the employees and instills loyalty and a stronger sense of identification
with the long-term prosperity of the Group.
DEFINITIONS
Except where the context otherwise requires, the following expressions in the Rules shall have the
following meanings:
“Act” the Companies Act, Chapter 50.
“Aggregate Subscription Cost” the amount derived by multiplying the Exercise Price by the number
of Shares subscribed for on the exercise of an Option.
“Associated Company” a corporation in which (i) at least 20% but not more than 50% of
the shares are beneficially held by the Company; and (ii) the
Company exercises substantial control over the management of
the corporation as determined by the Committee.
“associate” shall have the same meaning as defined in the SGX-ST Listing
Manual.
“Board” the board of directors of the Company from time to time.
“CDP” The Central Depository (Pte) Limited.
“Closing Date” 30 days from the relevant Offer Date.
“Committee” the committee appointed to administer the Scheme comprising
directors of the Company appointed from time to time by the Board.
“Company” Eu Yan Sang International Ltd.

“controlling shareholder” shall have the same meaning as defined in practice note 9h of
the SGX-ST Listing Manual.
“corporation” shall have the same meaning as defined in the Act.
“Director” a Director of any of the corporations in the Group.
“Eligible Person” any natural person who has fulfilled the requirements of eligibility
set out in Rule 2.
“Exercise Price” the price as determined under Rule 5.
“Executive” a full time executive employee of the Group
“Financial Year” each period of 12 months at the end of which the balance of the
accounts of the Company is struck and audited or any period of
more or less than 12 months at the end of which period the balance
of the accounts of the Company is struck and audited for the
purpose of laying the same before an annual general meeting of
the Company.
“Grantee” a Selected Person who has accepted an Offer.
“Group” the Company, its Subsidiaries and its Associated Companies.
“Market Day” a day on which SGX-ST is open for trading in securities.
“Market Price” the price as determined under Rule 5.
“month” calendar month.
“Offer” the Company’s offer to a Selected Person of an Option to subscribe
for Shares under the Scheme.
“Offer Date” the date on which an Offer is made to a Selected Person to
participate in the Scheme.
“Option” the right of a Grantee to subscribe for Shares pursuant to the
contract constituted by acceptance of any Offer made in
accordance with the terms of the Scheme.
“Option Period” (a) In respect of an Option granted without a discount, a period
commencing 12 months from the relevant Offer Date and
expiring at the end of (i) 120 months from such Offer Date in
respect of an Option granted to a Selected Person who is in
employment of the Company or its Subsidiaries; or (ii) 60
months from such Offer Date in respect of an Option granted
to any non-Executive Director, or to any Selected Person who
is in employment of an Associated Company.
(b) In respect of an Option granted with an Exercise Price set at
a discount to the market price of the Shares as defined under
Rule 5.1, a period commencing 24 months from the relevant
Offer Date and expiring at the end of (i) 120 months from
such Offer Date in respect of an Option granted to a Selected
Person who is in employment of the Company or its
Subsidiaries; or (ii) 60 months from such Offer Date in respect
of an Option granted to any non-Executive Director, or to any
Selected Person who is in employment of an Associated
Company.
131

“Other Employee” an employee who is not an Executive or a Director of the Group
and who has at least 5 years’ continuous full-time service with the
Group on the day preceding the date of Offer.
“Record Date” means the date as at the close of business on which shareholders
of the Company must be registered in order to participate in any
dividends, rights, allotments or other distributions.
“Scheme” the Eu Yan Sang Employee Share Option Scheme.
“Selected Person” an Eligible Person who has been selected by the Committee and
to whom an Offer has been made by the Committee in accordance
with Rule 6.
“SGX-ST” Singapore Exchange Securities Trading Limited.
“Shareholders” shareholders of the Company from time to time.
“Shares” ordinary shares of $0.05 each in the capital of the Company.
“Subsidiary” shall have the same meaning in relation to the Company as defined
in the Act.
“$” and “cents” dollars and cents respectively of the currency of Singapore.
Unless the context otherwise requires, words denoting the masculine gender shall include the feminine
gender and words denoting the singular shall include the plural and vice-versa.
1. TOTAL NUMBER OF SHARES
The total number of Shares over which the Committee may grant Options on any date, when
added to the number of Shares issued and issuable under the Scheme, shall not exceed 15%
of the issued and paid-up Share capital of the Company on the day preceding that date.
2. ELIGIBILITY
2.1 The following persons who have attained the age of 21 years on or before the Offer Date
shall be eligible to participate in the Scheme:
(a) Executives;
(b) Directors; and
(c) Other Employees,
2.2 Under this Scheme, all Directors of the Group shall be eligible to participate in the Scheme.
A Director who is a controlling shareholder or an associate of a controlling shareholder
shall be eligible to participate in the Scheme if (a) his participation in the Scheme; and
(b) the actual number of Options to be granted to him have been approved by Shareholders
in general meeting in separate resolutions for each such person and, in respect of each
such person in separate resolutions for each of (a) his participation and (b) the actual
number of Options to be granted to him. The relevant controlling shareholder shall be
required to abstain from voting in respect of such resolutions.
2.3 For the purposes of obtaining such Shareholders’ approval the Committee shall procure
that the circular, letter or notice to Shareholders in connection therewith shall set out
clear justifications for the participation by a controlling shareholder or an associate of a
controlling shareholder in the Scheme.
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2.4 Subject to any requirement of the SGX-ST or any other stock exchange on which the
Shares may be listed or quoted, the terms of eligibility for participation in the Scheme
may be amended from time to time at the absolute discretion of the Committee.
3. MAXIMUM ENTITLEMENT
Subject to any adjustments which may be made under Rule 10, the number of Shares in
respect of which Options may be granted to Selected Persons in accordance with the Scheme
shall be determined by the Committee which shall take into consideration factors including but
not limited to the Group’s performance, length of service, performance of the Eligible Persons,
the contribution of the Eligible Persons to the success and development of the Group and the
prevailing market and economic conditions provided that:
(a) the aggregate number of Shares available to Selected Persons who are controlling
shareholders and their associates shall not exceed 25% of the Shares available under
the Scheme; and
(b) the number of Shares available to a Selected Person who is a controlling shareholder or
his associate shall not exceed 10% of the Shares available under the Scheme.
4. OFFER DATE
Offers made pursuant to the Scheme shall be at such time as determined by the Committee.
5. EXERCISE PRICE
5.1 Subject to Rule 10, the Exercise Price per Share to be paid by way of subscription upon
exercise of an Option shall be equal to the average of the last dealt prices for the Shares
on the SGX-ST for the 10 consecutive Market Days immediately preceding the relevant
date of grant for which there was trading in the Shares (“Market Price”), provided always
that the Shareholders in general meeting may authorise the grant of Options at a discount
at not more than 20% of the Market Price (or such other percentage or amount as may
be prescribed or permitted for the time being by the SGX-ST).
In such event, the Committee may grant Options at Market Price or may exercise its
absolute discretion to grant Options with discounted Exercise Prices, subject to the
aforesaid limit, and determine the Selected Persons to whom, and the Options to which,
such discount in Exercise Price will apply.
In deciding whether to give a discount and the quantum of such discount, the Committee
shall be at liberty to take into consideration factors including the performance of the
Company and the Group, the years of service and individual performance of the Selected
Persons, the contribution of the Selected Persons to the success and development of the
Group and the prevailing market and economic conditions.
5.2 The Exercise Price shall be in no event be less than the nominal value of a Share.
6. METHOD OF OFFER
6.1 The Committee shall before each Offer Date determine the following:
(a) the name and address of each Selected Person under the Scheme;
(b) the number of Shares for which the Selected Person shall be entitled to subscribe;
and
(c) the Exercise Price in accordance with Rule 5,
133

and shall make the respective Offers to the Selected Persons in or substantially in the
form as set out in Appendix 1.
6.2 Such Offer shall state the number of Shares for which the Selected Person shall be
entitled to subscribe, the Exercise Price and the Closing Date for accepting the Offer.
6.3 Offers shall forthwith cease and lapse automatically and shall no longer be available for
acceptance in any of the following events:
(a) the Offer is not accepted by the Closing Date; or
(b) the death of the Selected Person prior to his acceptance of the Offer; or
(c) the Selected Person being adjudged a bankrupt or enters into composition with his
creditors; or
(d) the Selected Person ceases to be a Director, Executive or Other Employee (as the
case may be) for any reason whatsoever prior to the Selected Person’s acceptance
of the Offer; or
(e) the liquidation of the Company prior to the Selected Person’s acceptance of the
Offer.
7. ACCEPTANCE OF THE OFFER
7.1 Any Selected Person who accepts an Offer made pursuant to Rule 6 must return to the
Committee, on or before the Closing Date stated in the Offer, the Acceptance Form (in or
substantially in the form as set out in Appendix 2), duly completed as required therein,
together with a consideration of $1.00.
7.2 Failure by the Selected Person to comply with the procedures for the acceptance of an
Offer as set out in Rule 7.1 may invalidate his acceptance of the Offer.
7.3 Any Selected Person who fails to return an Acceptance Form on or before the Closing
Date as set out in the Offer made pursuant to Rule 6 shall be deemed to have rejected
the Offer and any Acceptance Form received after the Closing Date shall not be valid.
8. EXERCISE OF OPTIONS
8.1 Subject to the provisions of Rules 16 and 17, a Grantee may exercise the Option in full
or part during the Option Period provided that each partial exercise shall be for Shares in
multiples of one thousand. A partial exercise of an Option shall not preclude the Grantee
from exercising his subscription rights as to the remaining Shares comprised therein during
the Option Period.
8.2 The Grantee may exercise an Option by notice in writing to the Committee in or
substantially in the form as set out in Appendix 3. The said notice shall be accompanied
by a remittance for the Aggregate Subscription Cost.
8.3 All payments made pursuant to Rule 8.2 shall be made by cheque, cashier’s order, bank
draft or postal order made out in favour of the Company.
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8.4 (a) The Company shall, as soon as practicable after the exercise of an Option allot and
issue the Shares to the Grantees and shall apply to the SGX-ST and any other
stock exchange on which the Company’s Shares are quoted, for permission to deal
in and for quotation of such Shares. Subject to such consents or other required
action of any competent authority under regulations or enactments for the time being
in force as may be necessary (including any approvals from the SGX-ST) and subject
to compliance with the Rules and the Memorandum and Articles of Association of
the Company, the Company shall within 10 Market Days after the exercise of Option,
issue and allot the relevant Shares to the Grantee and within 5 Market Days from
the date of such allotment, the Company shall despatch to CDP or its nominees for
the account of that Grantee share certificates in respect thereof by ordinary post or
such other mode as the Committee shall deem fit.
(b) Shares which are allotted on the exercise of an Option to a Grantee shall be issued
in the name of CDP or its nominees to be credited to the Grantee’s securities account
with CDP.
8.5 Upon the exercise of an Option, the Shares allotted and issued shall be subject to the
provisions of the Articles of Association of the Company and shall rank pari passu in all
respects with the then existing issued Shares, save for any dividends, rights, allotments
or other distributions, the Record Date for which falls on or before the relevant exercise
date of the Option.
8.6 All Options shall lapse and become null and void if not exercised prior to the expiry of
the Option Period.
9. NO COMPENSATION
The Scheme shall afford an Eligible Person no additional right to compensation or damages in
consequence of the termination of his employment or appointment for any reason whatsoever.
10. VARIATION OF CAPITAL
10.1 If a variation in the issued share capital of the Company (whether by way of a capitalisation
of profits or reserves or rights issue, reduction, subdivision, consolidation or distribution
or otherwise) shall take place, then:
(a) the Exercise Price for the shares, the nominal amount, class and/or number of shares
comprised in an Option to the extent unexercised; and/or
(b) the method of exercise of the Option; and/or
shall be adjusted in such manner as the Committee may determine to be appropriate.
For this purpose, any issue of options by the Company to subscribe for new Shares in
the capital of the Company at less than the price as ascertained by reference to Rule 5
shall be deemed to amount to a variation in the issued share capital of the Company.
10.2 Unless the Committee considers an adjustment to be appropriate, the issue of securities
as consideration for an acquisition or a private placement of securities, or the cancellation
of issued shares purchased or acquired by the Company by way of market purchase of
such Shares undertaken by the Company on the SGX-ST during the period when a
share purchase mandate granted by Shareholders of the Company (including any renewal
of such mandate) is in force, shall not normally be regarded as a circumstances requiring
adjustment, unless the Committee considers an adjustment to be appropriate, having due
regard to the interests of Shareholders and Grantees.
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10.3 Notwithstanding the provisions of Rules 10.1:
(a) no such adjustment to the Exercise Price shall be made if as a result, the Exercise
Price shall fall below the nominal value of shares and if such adjustment would, but
for this paragraph (a), result in the Exercise Price being less than the nominal amount
of a Share, the Exercise Price payable shall be the nominal amount of a Share;
(b) no such adjustment shall be made if as a result, the number of Shares which a
Selected Person shall be entitled to subscribe for pursuant to the exercise of Options
granted to him shall be reduced;
(c) no such adjustment shall be made as to the number of Shares over which Options
may be granted to a Selected Person unless the Committee, after considering all
relevant circumstances, considers it equitable to do so; and
(d) any adjustment (except in relation to a capitalisation issue) must be confirmed in
writing by the auditors of the Company (acting only as experts and not as arbitrators)
to be in their opinion, fair and reasonable.
10.4 Upon any adjustment made pursuant to this Rule 10, the Company shall notify the Selected
Person (or his duly appointed personal representatives where applicable) in writing and
deliver to him (or his personal representatives where applicable) a statement setting forth
the Exercise Price thereafter in effect and the nominal value, class and/or number of
Shares thereafter to be issued on the exercise of the Option. Any adjustment shall take
effect upon such written notification being given.
11. DURATION OF THE SCHEME
11.1 The Scheme will continue in operation at the discretion of the Committee, subject to a
maximum period of 5 Financial Years commencing with the Financial Year in which the
first Offer Date falls, provided that the Scheme may be extended for any further periods
thereafter and may be terminated at any time with the approval of Shareholders and of
any relevant authority which may then be required.
11.2 Subject to the Rules, if for any reason whatsoever the Scheme shall terminate or shall be
discontinued, the same shall be without prejudice to the rights of Grantees who have
accepted the Offers.
12. ALTERATION OF THE SCHEME
The Scheme may be altered in any respect by resolution of the Committee except that:
(a) no alteration shall alter adversely the rights attaching to any Options granted prior to
such alteration except with the consent in writing of such number of Grantees who, if
they exercised their Options in full, would thereby become entitled to not less than threequarters
in nominal amount of all the Shares which would be allotted and issued upon
exercise in full of all outstanding Options;
(b) the definitions of “Eligible Person”, “Grantee”, “Option Period” and “Exercise Price” and
the provisions of Rules 1, 2, 3, 7.1, 8.5, 10.1, 13 and 16 shall not be altered to the
advantage of Grantees except with the prior sanction of the Shareholders; and
(c) no alteration shall be made without the prior approval of the SGX-ST and such other
regulatory authorities as may be necessary.
Written notice of any alteration made in accordance with this Rule shall be given to all Grantees.
136

13. ADMINISTRATION
13.1 The Scheme shall be administered by the Committee in its absolute discretion with such
powers and duties as are conferred upon it by the Board from time to time including but
not limited to the following powers:
(a) to determine the number of Shares to be offered by way of Options to Selected
Persons within the maximum limits set out in the Scheme;
(b) to determine the Exercise Price and any adjustments thereon in accordance with the
terms of the Scheme;
(c) to decide whether Options granted shall be allowed to continue in the event of
cessation of employment or appointment in accordance with Rule 16.2; and
(d) to recommend modifications to the Scheme where necessary.
13.2 The Committee may make rules and regulations or impose terms and conditions necessary,
desirable or expedient for it to administer and give full effect to the Scheme.
13.3 A Selected Person in the Scheme who is a member of the Committee shall not be involved
in its deliberations in respect of Options to be granted to the Selected Person.
13.4 The Company shall make the following disclosure in its annual report:-
(a) The names of members of the Committee administering the Scheme;
(b) The information in the table below for the following Eligible Persons:-
(i) Directors of the Company;
(ii) Selected Persons who are controlling shareholders of the Company and their
associates, if any;
(iii) Selected Persons, other than those in 13.4(b)(i) and (ii) above, who receive 5%
or more of the total number of Options available under the Scheme.
Aggregate Aggregate
Options granted Options Options Aggregate
during the granted since exercised since Options
financial commencement commencement outstanding
year under of Scheme of Scheme to as at end of
Name of review to end of end of financial
Selected (including financial year financial year year under
Person terms) under review under review review
(c) The number and proportion of Options granted at discount of 10% or less during the
financial year under review; and
(d) The number and proportion of Options granted at discount of more than 10% during
the financial year under review.
137

14. NOTICES AND CORRESPONDENCE
14.1 Any notice required to be given by a Selected Person or a Grantee to the Company or
any correspondence to be made between the Selected Person or the Grantee and the
Company shall be given or made to the registered office of the Company or such other
address as may be notified by the Company to him in writing.
14.2 Any notice required to be given by the Company to a Selected Person or a Grantee or
any correspondence to be made between the Company and the Selected Person or the
Grantee shall be given or made by the Committee (or such person or persons as it may
from time to time direct) on behalf of the Company.
15. NON-ASSIGNABILITY OF THE OPTION
The Option shall be personal to the Grantee named in the Offer and, save as provided in Rule
16, the Grantee shall not transfer or assign to any other person, or create any charge, pledge,
lien or other encumbrances whatsoever in respect of, the Option or any part thereof.
16. TERMINATION OF OPTION
16.1 In the event of the death or termination of employment or termination of any appointment
of a Grantee prior to the exercise of the Option or Options in accordance with Rule 8,
such Option may be exercised in the following manner:
(a) where the Grantee dies before the commencement or expiry of any Option Period
and, as at the date of his death, held an unexercised Option or Options, such Option
or Options may be exercised by the personal representatives of the Grantee within
the Option Period; or
(b) where a Grantee who is a non-executive Director ceases his appointment with the
Group by reason of resignation or by the expiry of his tenure, he may exercise his
unexercised Option or Options in the following manner:
(i) where the Option Period has commenced, within 12 months from the cessation
of employment or appointment but not more than 120 months from the Offer
Date; or
(ii) where the Option Period has not commenced, within 12 months from the
commencement of the Option Period.
16.2 Where the Grantee ceases his employment or appointment with any member of the Group
for the following reasons:
(a) termination due to disciplinary action; or
(b) termination due to breach of the Grantee’s terms of service contract;
such Option or Options shall forthwith cease without any claim whatsoever against the
Group or the Company provided always that the Committee in its absolute discretion may
still permit the exercise of such Option or Options subject to any terms and conditions it
deems fit.
16.3 In the event of the bankruptcy of a Grantee, all Options granted to him to the extent that
they are then unexercised shall immediately become void and have no effect.
138

17. TAKE-OVER AND LIQUIDATION OF THE COMPANY
17.1 Notwithstanding the provisions of Rule 8, in the event of a take-over offer being made for
the Company and such offer becoming or being declared unconditional, Grantees shall
be entitled within six months of the date on which such offer becomes or is declared
unconditional, to exercise in full or in part any unexercised Options provided that if during
such period of six months a party becomes entitled or bound to exercise rights of
compulsory acquisition of Shares under section 215 of the Act and gives notice to the
Grantees that it intends to exercise such rights on a specified date, Options shall remain
exercisable until that specified date. Any Option not so exercised by the said specified
date shall become void and of no effect provided that the rights of acquisition stated in
the notice have been exercised.
17.2 If an order or resolution is passed for the liquidation of the Company on the basis of its
insolvency, all Options still unexercised or only partially exercised at the date of such
order or resolution shall forthwith become void and of no effect.
17.3 In the event of a members’ voluntary liquidation, Grantees shall be entitled within one
month of the commencement of the voluntary liquidation or prior to the expiry of the
Option Period, whichever is earlier, to exercise in full or in part any unexercised Option
after which all unexercised Options shall become void and have no effect.
18. DISPUTES
Any disputes or differences of any nature arising hereunder shall be referred to the Committee
whose decision shall be final and binding in all respects.
19. COSTS AND EXPENSES
Subject to the provisions of Rule 20, all costs and expenses incurred in relation to the operation
of the Scheme, including but not limited to the costs and expenses relating to the issue of the
Shares upon the exercise of any Option, shall be borne by the Company.
20. DISCLAIMER OF LIABILITY
Notwithstanding any provisions contained herein, the Board, the Committee and the Company
shall not under any circumstances be held liable for any costs, losses, expenses and damages
whatsoever and however arising in any event relating to the delay on the part of the Company
in issuing and allotting Shares or in procuring the SGX-ST and any other stock exchange on
which the Shares are quoted and/or listed to list the Shares for which the Grantee is entitled to
subscribe.
21. ISSUE CONTRARY TO LAW
Every Option shall be subject to the condition that no Share shall be issued to a Grantee
pursuant to the exercise of an Option if such issue would be contrary to any applicable law or
enactment, or regulations of any legislative or non-legislative governing body for the time being
in force in Singapore or any other country.
22. TAXES
All taxes (including income tax) arising from exercising any Option under the Scheme shall be
borne by the Grantee.
23. GOVERNING LAW
The Scheme shall be governed by and construed in all respects in accordance with laws of
Singapore.
139

SPECIMEN LETTER TO EMPLOYEES
EU YAN SANG
EMPLOYEE SHARE OPTION SCHEME
LETTER OF OFFER
Date : Serial No :
To: Name
Designation
Address
Dear Sir/Madam
140
APPENDIX 1
We have pleasure of informing you that you have been nominated by the Committee to participate
in the Eu Yan Sang Employee Share Option Scheme (the “Scheme”).
Accordingly, an Offer is hereby made to grant you an Option, in consideration of the payment of a
sum of $1.00, to subscribe for ordinary shares of $0.05 each in the Company (the “Shares”)
at a price of $ per Share. The Option shall be subject to the terms of the Scheme, a copy
of which is enclosed herewith. Please note that the Option is personal to you and you shall not
transfer or assign to any other person, or create any charge, pledge, lien or other encumbrances
whatsoever in respect of, the Option or any part thereof.
If you wish to accept this Offer, please sign and return the enclosed Acceptance Form with a sum of
$1.00 by the day of , failing which this Offer will lapse.
Yours faithfully

To: Eu Yan Sang International Ltd
269A South Bridge Road
Singapore 048623
SPECIMEN LETTER TO EMPLOYEES
EU YAN SANG
EMPLOYEE SHARE OPTION SCHEME
ACCEPTANCE FORM
141
Serial No :
Closing Date For Offer Price Per Share : $
Acceptance of Offer :
Number of Shares Offered : Total Amount Payable : $
APPENDIX 2
I have read your Letter of Offer dated and agree to be bound by the terms of the Eu Yan
Sang Employee Share Option Scheme stated herein. I hereby accept the Option to subscribe for
ordinary shares of $0.05 each (the “Shares”) at $ per Share and enclose a
cheque/cash of $ in payment for the Option.
I understand that I am not obliged to exercise my Option.
Please Print in Block Letters
Name in Full :
Designation :
Address :
Nationality :
NRIC/Passport Number :
Signature :
Date :

SPECIMEN LETTER TO EMPLOYEES
EU YAN SANG
EMPLOYEE SHARE OPTION SCHEME
EXERCISE OF OPTION TO SUBSCRIBE
Total number of ordinary shares of $0.05 each (“Shares”)
offered at $ per share under the Scheme on
, the offer Date
Less Number of Shares previously allotted
thereunder
Outstanding balance of Shares which may be
allotted thereunder
Number of Shares now to be subscribed
To: The Secretary
Eu Yan Sang International Ltd
269A South Bridge Road
Singapore 048623
142
APPENDIX 3
1. Pursuant to your Letter of Offer of the above Offer Date and my acceptance thereof, I hereby
exercise the Option to subscribe for Shares at $ per Share. I request the
Company to allot the Shares to me.
2. I enclose cheque/cashier’s order/bank draft/postal order number for $ by
way of subscription for the total number of Shares.
3. I agree to subscribe for the Shares subject to the terms of the Letter of Offer, the Eu Yan Sang
Employee Share Option Scheme and the Articles of Association of the Company.
4. I declare that I am subscribing for the Shares for myself and not as a nominee for any other
person.
Please Print in Block Letters
Name in Full :
Designation :
Address :
CDP Account No. :
Nationality :
NRIC/Passport Number :
Signature :
Date :

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EU YAN SANG INTERNATIONAL LTD
269A South Bridge Road
Singapore 058818
Tel : (65) 225 3211
Fax : (65) 225 8276
E-mail : eusing@euyansang.com.sg
Website : www.euyansang.com
SNP Security Printing Pte Ltd 602355