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CAPITALISATION The following table illustrates our capitalisation (i) at 31 March 2000, (ii) as adjusted for the Restructuring Exercise and sub-division and (iii) the proceeds of the Invitation. This table should be read in conjunction with the section entitled “Review of Past Operating Results and Financial Positions” set out on pages 42 to 55 of this Prospectus. After Restructuring As at Exercise and After $’000 31 March 2000 sub-division Invitation Short-term Borrowings Bank overdrafts — secured Current portion of obligations under 877 877 877 hire purchase creditors — secured 336 336 336 1,213 1,213 1,213 Long-term Borrowings Long-term portion of hire purchase creditors — secured 268 268 268 268 268 268 Shareholders’ Funds Issued and fully paid-up share capital – (1) 14,730 17,730 Share premium – – 2,100 Revenue reserves (3) (3) (3) (3) 14,727 19,827 Capitalisation 265 14,995 20,095 (2) Note: (1) The issued and fully paid-up share capital as at 31 March 2000 was $2.00 comprising 2 ordinary shares of $1.00 each. (2) As at 30 September 2000, our bank overdraft was $228,000 and our current portion of obligations under hire purchase creditors was $241,000. Our long-term portion of hire purchase creditors was $278,000 as at 30 September 2000. Shareholders’ funds was $17,009,000 comprising issued and fully paid-up share capital of $14,730,000 and retained reserves of $2,279,000. Had the proceeds of Invitation been included, our capitalisation as at 30 September 2000, would have been $22,387,000. 24
DILUTION (1) (a) The dilution to new investors in this Invitation is illustrated below:- Issue price per Share $0.20 Audited NTA per Share of our Proforma Group as at 31 March 2000 before adjusting for the estimated net proceeds from the issue of the New Shares based on the pre-Invitation share capital of 147,301,870 Shares ($0.10) Increase per Share attributable to new investors ($0.01) Audited NTA per Share of our Proforma Group as at 31 March 2000 after adjusting for the estimated net proceeds from the issue of the New Shares based on the post-Invitation share capital of 177,301,870 Shares ($0.11) Dilution per Share to new investors $0.09 or 45% (b) The following table summarises our existing issued and fully paid-up Shares, the New Shares issued pursuant to the Invitation, the total consideration paid (calculated before deduction of underwriting and estimated offering expenses), the average price per Share paid by our existing shareholders and the Issue Price per New Share paid by our new investors:- No. of Shares % Amount % Average price per Share Existing Shares 147,301,870 83.1 14,730,187 71.1 0.10 (2)(3) New Shares 30,000,000 16.9 6,000,000 28.9 0.20 Total 177,301,870 100.0 20,730,187 100.0 The difference between the price paid by our existing shareholders and new investors is $0.10 per Share. Notes:- (1) Dilution refers to the difference between the Issue price paid by our new investors and the net tangible value of our Shares immediately after the Invitation. (2) Based on our pre-Stock Split par value of $1.00 per share. (3) In connection with the Invitation, our Chairman and Managing Director, Mr Chua Kim Hua, entered into separate conditional share transfer agreements with four Executive Officers, one of which is related to Mr Chua, pursuant to which Mr Chua agreed to sell to these four Executive Officers, after this Invitation, an aggregate of 3,606,350 existing Shares representing approximately 2.04% of our post-Invitation capital at $0.10 per Share. Please refer to page 73 of this Prospectus for further details. 25
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 and 18: Our Restructuring Exercise Prior to
Page 19 and 20: THE INVITATION Issue Size : 30,000,
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: NET OPERATING CASH FLOW (1) Histori
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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