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Summary of Selected Proforma Group Financial Information The following table presents summary consolidated financial and operating data for our Proforma Group and should be read in conjunction with the section entitled “Review of Past Operating Results and Financial Positions” for a further explanation of the financial data summarised here and the Accountants’ Report herein. Selected Items of Consolidated Operating Results of the Proforma Group < Financial year ended 31 March > Six months Six months ended ended 30 September 30 September ($’000) 1998 1999 2000 1999 (1) 2000 (2) Turnover Operating profit before depreciation, interest 51,315 40,279 59,141 29,776 44,918 and taxation 1,574 5,143 6,762 4,498 3,676 Profit before taxation Profit attributable to 900 4,119 5,801 4,264 3,275 Shareholders 507 2,739 4,288 3,266 2,282 Selected Items of Consolidated Balance Sheet of the Proforma Group < As at 31 March > As at 30 September ($’000) 1998 1999 2000 2000 (2) Fixed assets 12,203 23,052 20,061 19,713 Long term Investments 6,955 1,697 499 499 Net current liabilities (8,508) (12,043) (5,333) (2,658) Non-current liabilities (904) (507) (500) (545) Shareholders’ funds 9,746 12,199 14,727 17,009 Notes: (1) Based on management accounts (2) Based on limited review by Deloitte & Touche. Please refer to pages 104 to 106 of this Prospectus. 14
THE INVITATION Issue Size : 30,000,000 New Shares comprising 10,000,000 Offer Shares, (including 7,500,000 Reserved Shares) and 20,000,000 Placement Shares. The New Shares will, upon issue and allotment and registration in the name of CDP or its nominee, rank pari passu in all respects with the then existing issued Shares. Issue Price : $0.20 for each New Share. The Placement : 20,000,000 Placement Shares by way of private placement. The Offer : The Offer comprises an invitation to members of the public in Singapore, including our employees, Directors, business associates and those who have contributed to the success of our Group, to subscribe for 10,000,000 New Shares (including Reserved Shares). Reserved Shares : 7,500,000 Reserved Shares will be reserved for our employees, Directors, business associates and those who have contributed to the success of our Group. In the event that any of the Reserved Shares are not taken up, they will be made available to satisfy applications made for Offer Shares (other than the Reserved Shares) or, in the event of an under-subscription for the Offer Shares, to satisfy excess applications made for the Placement Shares. Purpose of the Invitation : Our Directors consider that listing and quotation of our Shares on the SGX Sesdaq will enhance our public image and enable us to tap the capital markets. The Invitation will also provide members of the public, including our management, staff and business associates an opportunity to participate in our equity. In addition, the Invitation will facilitate the implementation of our strategy described under “Use of Proceeds” on page 26 of this Prospectus. Listing Status : The Shares will be quoted on SGX Sesdaq, subject to admission of our Company to the Official List of the SGX Sesdaq and permission for dealing in and quotation of the Shares being granted by the SGX-ST. 15
Page 1 and 2: PROSPECTUS DATED 25 November 2000 A
Page 3 and 4: Competitive Strengths Extensive Exp
Page 5 and 6: CORPORATE INFORMATION BOARD OF DIRE
Page 7 and 8: “Executive Officers” : The exec
Page 9 and 10: GLOSSARY OF TECHNICAL TERMS To faci
Page 11 and 12: LISTING ON SGX SESDAQ DETAILS OF TH
Page 13 and 14: INDICATIVE TIMETABLE FOR LISTING In
Page 15 and 16: Our Competitive Strengths (a) We ha
Page 17: Our Restructuring Exercise Prior to
Page 21 and 22: We depend on four customers who con
Page 23 and 24: If ongoing projects extend their da
Page 25 and 26: In the event that our Directors and
Page 27 and 28: NET OPERATING CASH FLOW (1) Histori
Page 29 and 30: DILUTION (1) (a) The dilution to ne
Page 31 and 32: HISTORY GENERAL INFORMATION ON OUR
Page 33 and 34: Each of our M&E engineering service
Page 35 and 36: (e) Communications & Security Syste
Page 37 and 38: To the best of our knowledge and be
Page 39 and 40: Contract Date of Date of Value Deta
Page 41 and 42: Contract Date of Date of Value Deta
Page 43 and 44: Our ISO manual sets out the guideli
Page 45 and 46: Our Licences We currently have two
Page 47 and 48: Financial Positions of the Proforma
Page 49 and 50: REVIEW OF PAST OPERATING RESULTS Ov
Page 51 and 52: Materials such as uPVC pipes and fi
Page 53 and 54: Despite the lower turnover, profit
Page 55 and 56: (c) In addition, our general and ad
Page 57 and 58: Current liabilities Our current lia
Page 59 and 60: As at 30 September 2000, certain of
Page 61 and 62: MAJOR SUPPLIERS Suppliers accountin
Page 63 and 64: We provided plumbing & sanitary and
Page 65 and 66: (b) Capabilities to provide integra
Page 67 and 68: Goh Chee Wee was appointed as an in
Page 69 and 70:
Siow Nget Yuen joined our Group in
Page 71 and 72:
Our management reporting structure
Page 73 and 74:
Their current monthly remuneration
Page 75 and 76:
(g) that authority be given pursuan
Page 77 and 78:
(2) Mr Chua Kim Hua entered into a
Page 79 and 80:
Note:- (1) Comprises rental of prem
Page 81 and 82:
The transaction was on arm’s leng
Page 83 and 84:
Chip Eng Seng is one of our main cu
Page 85 and 86:
We supply sanitary and plumbing pro
Page 87 and 88:
Prior to the purchases, the employe
Page 89 and 90:
Corporate Governance Present Our Gr
Page 91 and 92:
PROPERTIES AND FIXED ASSETS Our Gro
Page 93 and 94:
25 November 2000 The Board of Direc
Page 95 and 96:
B. BASIS OF PRESENTATION OF FINANCI
Page 97 and 98:
D. PROFORMA STATEMENT OF GROUP BALA
Page 99 and 100:
F. PROFORMA STATEMENT OF NET ASSETS
Page 101 and 102:
G. SUMMARY OF SIGNIFICANT ACCOUNTIN
Page 103 and 104:
H. NOTES TO PROFORMA STATEMENT OF G
Page 105 and 106:
H. NOTES TO PROFORMA STATEMENT OF G
Page 107 and 108:
K. AUDITED FINANCIAL STATEMENTS No
Page 109 and 110:
UNAUDITED CONSOLIDATED BALANCE SHEE
Page 111 and 112:
GENERAL AND STATUTORY INFORMATION I
Page 113 and 114:
Name Present Directorships Past Dir
Page 115 and 116:
4. No Director or Executive Officer
Page 117 and 118:
Save as disclosed above, and for pa
Page 119 and 120:
Article 90 The Directors to retire
Page 121 and 122:
Article 23 The Directors may if the
Page 123 and 124:
Variation of rights of Shareholders
Page 125 and 126:
Article 50 (A) Every notice calling
Page 127 and 128:
BANK BORROWINGS AND WORKING CAPITAL
Page 129 and 130:
LITIGATION 26. Saved as disclosed b
Page 131 and 132:
32. Application moneys received by
Page 133 and 134:
TERMS AND CONDITIONS AND PROCEDURES
Page 135 and 136:
10. Share certificates will be regi
Page 137 and 138:
5. Applications for the New Shares
Page 139 and 140:
11. Applications for Placement Shar
Page 141 and 142:
1. In connection with his Electroni
Page 143 and 144:
The responsibility for timely refun
Page 145 and 146:
INSTRUCTIONS FOR ELECTRONIC APPLICA
Page 148:
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