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DEFINITIONS In this Prospectus, the accompanying Application Forms and, in relation to Electronic Applications, the instructions appearing on the screens of the ATMs of the Participating Banks or the Internet banking websites of the relevant Participating Banks, unless the context otherwise requires, the following terms or expressions shall have the following meanings:- Companies “King Wan Group” or the “Group” : Our Company and its subsidiaries “KW” or the “Company” : King Wan Corporation Limited “KWC” : King Wan Construction Pte Ltd “K&W” : K&W Mobile Loo Services Pte Ltd “Proforma Group” : Our Company and its subsidiaries, following the completion of the Restructuring Exercise treated, for the purpose of this Prospectus, as if it had been in existence since 1 April 1995 General “Act” or “Companies Act” : The Companies Act, Chapter 50, of Singapore “Application Forms” : Official printed application forms to be used for the purpose of the Invitation and which form part of this Prospectus “Application List” : List of applications to subscribe for the New Shares “ATM” : Automated teller machine “Audit Committee” : Audit committee of our Company “BCA” : Building and Construction Authority, the merged entity following the merger of the Construction Industry Development Board (“CIDB”) and the Building Control Division of the Public Works Department “CDP” or “Depository” : The Central Depository (Pte) Limited “DBS Bank” : The Development Bank of Singapore Ltd “Directors” : The directors of our Company as at the date of this Prospectus “Electronic Applications” : Applications for the Offer Shares made through an ATM of one of the Participating Banks or through the Internet banking websites of the relevant Participating Banks in accordance with the terms and conditions of this Prospectus “ENV” : Ministry of Environment “EPS” : Earnings per Share 2
“Executive Officers” : The executive officers of our Company, as at the date of this Prospectus, unless otherwise stated “FY” : Financial year ended 31 March “HDB” : Housing and Development Board “Invitation” : The invitation by our Company to the public in Singapore in respect of the New Shares, subject to and on the terms and conditions of this Prospectus “Issue Price” : $0.20 for each New Share “JTC” : Jurong Town Corporation “M&E” : Mechanical and electrical engineering services “Manager” : DBS Bank “Market Day” : A day on which the SGX-ST is open for trading in securities “New Shares” : The 30,000,000 New Shares for which our Company invites applications to subscribe, subject to and on the terms and conditions of this Prospectus “NTA” : Net tangible assets “Offer” : The invitation by our Company to the public in Singapore including to our employees, Directors, business associates and those who have contributed to the success of our Group to subscribe for the Offer Shares at the Issue Price, subject to and on the terms and conditions of this Prospectus “Offer Shares” : The 10,000,000 New Shares which are the subject of the Offer, including the Reserved Shares “Participating Banks” : DBS Bank (including its POSBank Services division); Keppel TatLee Bank Limited (“KTB”); Overseas-Chinese Banking Corporation Limited (“OCBC”) Group (comprising OCBC and Bank of Singapore Limited); Overseas Union Bank Limited (“OUB”); and United Overseas Bank Limited (“UOB”) Group (comprising UOB, Far Eastern Bank Limited and Industrial & Commercial Bank Limited) “Placement” : The placement by our Company of the Placement Shares for subscription at the Issue Price, subject to and on the terms and conditions of this Prospectus “Placement Agent” : DBS Bank “Placement Shares” : The 20,000,000 New Shares which are the subject of the Placement “Reserved Shares” : The 7,500,000 New Shares reserved for our employees, Directors and business associates and those who have contributed to the success of our Group 3
Page 1 and 2: PROSPECTUS DATED 25 November 2000 A
Page 3 and 4: Competitive Strengths Extensive Exp
Page 5: CORPORATE INFORMATION BOARD OF DIRE
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 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:
TABLE OF CONTENTS Page CORPORATE IN
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