Prepared on: 21 December 2015

GS HOLDINGS LIMITED

(Incorporated in Singapore on 19 September 2014)

(Company Registration Number: 201427862D)

Prior to making a decision to subscribe for the Placement Shares, you should carefully consider all the
information contained in the offer document dated [] 2016 issued by GS Holdings Limited (the Company)
in respect of the Placement (the Offer Document). This Product Highlights Sheet should be read in
conjunction with the Offer Document. You will be subject to various risks and uncertainties, including the
potential loss of your entire principal amount invested. If you are in doubt as to investing in the Placement
Shares, you should consult your legal, financial, tax or other professional adviser.
This Product Highlights Sheet is an important document.
It highlights the key information and risks relating to the Placement contained in the Offer Document.
It complements the Offer Document1, 2.
It is important to read the Offer Document before deciding whether to subscribe for the Placement
Shares. If you do not have a copy, please contact us to ask for one.
You should not subscribe for the Placement Shares if you do not understand the nature of this
investment or our business or if you are not comfortable with the accompanying risks.
If you wish to subscribe for the Placement Shares, you will need to make an application in the manner
set out in the Offer Document.
Issuer

GS Holdings Limited

Place of
incorporation

Singapore

Details of this
Placement

Placement of [] Placement
Shares.

Total amount to be
raised in this offer

Gross proceeds
of
approximately
S$[]
million and net proceeds
of approximately S$[]
million.

The Placement Shares are

made available to retail
and institutional investors
in Singapore who apply
through their brokers
or financial institutions
by way of the relevant
application forms.
Placement Price

$[] for each Placement

Share

Listing status

Application has been

made to the SGX-ST for
permission to deal in,
and for the listing and
quotation of all our Shares
that are already issued,
the Placement Shares, the
Option Shares and the
Award Shares on Catalist.
The Shares are expected to
be listed on [] 2016.

Issue
Manager,
Sponsor
and
Placement Agent

UOB Kay Hian Private

Limited

Underwriter

The Placement
underwritten.

is

not

This Product Highlights Sheet does not constitute, or form any part of any offer for sale or subscription of, or
solicitation of any offer to buy or subscribe for, any securities nor shall it or any part of it form the basis of,
or be relied on in connection with, any contract or commitment whatsoever.
1

The Offer Document, registered by the SGX-ST acting as agent on behalf of the Monetary Authority of
Singapore on [], may be obtained on request, subject to availability, during office hours from UOB Kay Hian
Private Limited, 8 Anthony Road #01-01, Singapore 229957, or accessible at the website of the SGX-ST: http://
www.sgx.com
2

PRODUCT HIGHLIGHTS SHEET

PLACEMENT OF [] NEW ORDINARY SHARES IN THE CAPITAL OF

GS HOLDINGS LIMITED (THE PLACEMENT SHARES) AT S$[] FOR EACH
PLACEMENT SHARE PAYABLE IN FULL ON APPLICATION (THE PLACEMENT)

OVERVIEW
WHO ARE WE AND WHAT DO WE DO?
We are an established centralised commercial dishware washing company
providing a one-stop shop solution for our customers cleaning needs in the
F&B industry in Singapore. We specialise in end-to-end cleaning services with
a focus on centralised commercial dishware washing services.

Our

Refer to the sections entitled

Business on pages
88 to 110 and General
Information on our Group
Group Structure on page
84 of the Offer Document
for more information on our
background and business.

Directors believe that our key competitive strengths are as follows:

there is strong demand for our services;
we have an early-mover advantage;
we are a comprehensive one-stop cleaning solutions provider with strong
emphasis on food safety management;
we have a strong network with F&B industry players in both the public
and private sectors in Singapore; and
we have an established and experienced management team.

The structure of our Group as at the date of the Offer Document is as follows:
GS Holdings Limited

100%
Greatsolutions
Pte. Ltd.

100%
GS Equipment
Supply Pte. Ltd.

100%
Hawkerway
Pte. Ltd.

100%
GS Cleaning
Services
Pte. Ltd.

100%
GS Maintenance
Services
Pte. Ltd.

WHO ARE OUR DIRECTORS AND KEY EXECUTIVES?

DIRECTORS
Pang Pok (Executive Chairman and Chief Executive Officer) He is
responsible for our Groups overall management, including overseeing our
operations, setting directions for new growth areas and developing business
strategies. He has more than 20 years of experience in the F&B industry and
has led the expansion and innovation of our business and operations.
Foo Sek Kuan Kenneth (Executive Director and Chief Financial Officer)
He joined our Group on 1 September 2014. He is responsible for overseeing
the Groups accounts and finance department and the human resources
and administrative functions of our Group, including the reviewing and
implementation of effective financial systems, controls and work processes,
recruitment of staff and the administration of our Group.
Kek Sin Shen Steve (Lead Independent Director) He has more than 15
years of experience being involved in various public companies listed on the
SGX-ST, private equity firms, corporate finance, and business consulting.
Chua Kern (Independent Director) He has more than 16 years of
experience in the legal industry and his practice focuses on the areas of
corporate finance, securities and capital markets and mergers and acquisitions.
He is currently a director of Chancery Law Corporation, having co-founded
the firm in 2005.
Chow Kek Tong (Independent Director) He has over 20 years of relevant
experience in finance and audit work.

Refer to the sections entitled

Directors,
Executive
Officers and Staff
Directors and Directors,
Executive Officers and
Staff Executive Officers
on pages 121 to 126 of the
Offer Document for more
information on our directors
and executive officers.

PRODUCT HIGHLIGHTS SHEET

We currently render our services to food courts, coffee shops, restaurants,

hawker centres, F&B tenants located in shopping malls such as Big Box,
IMM, The Star Vista and Westgate and a public tertiary hospital which is the
first and largest general hospital located in the central part of Singapore. We
are one of the three appointed service providers of SPRING Singapore for
the centralising or outsourcing of dishwashing facilities to F&B enterprises.
Our centralised dishware washing facilities are currently located at 1 Senoko
Avenue, IMM and Big Box.

Further Information

EXECUTIVE OFFICERS
Chiu Li Yu Lawrence (Finance Manager) He joined our Group in October
2014 and is responsible for various accounting-related functions of our Group,
including assisting our Chief Financial Officer in our corporate tax filing,
inter-company reconciliations and liaising with our external auditors. He has
approximately 12 years of relevant experience in finance.

Ong Hsiao Chia Cindy (Human Resources Manager) She joined our Group
in July 2015 and is in charge of all our human resource-related matters. She has
approximately 4 years of relevant experience in human resource management.
WHO IS OUR CONTROLLING SHAREHOLDER?
Mr Pang Pok is our Controlling Shareholder as well as our Executive
Chairman and Chief Executive Officer. Prior to the Placement, Mr Pang Pok
holds 84.2% of our Companys share capital. Upon the completion of the
Placement, he will own approximately []% of our Companys post-Placement
share capital.

Refer to the sections

entitled
Directors,
Executive Officers and
Staff Directors on pages
121 to 125 and General
Information on our Group

Shareholders
on
page 80 of the Offer
Document
for
more
information on Mr Pang Pok.

HOW WAS OUR HISTORICAL FINANCIAL PERFORMANCE AND

WHAT IS OUR CURRENT FINANCIAL POSITION?
Key information of the results of operations of our Group
Audited

Unaudited

S$000

FY2012

FY2013

FY2014

1H2014

1H2015

Revenue

1,894

3,376

2,449

1,164

3,417

Gross (loss)/profit

(200)

(471)

(681)

(187)

268

Loss before tax

(426)

(1,043)

(1,310)

(378)

(64)

Loss from continuing

operations

(426)

(1,043)

(1,310)

(378)

(103)

(10)

2,289

1,137

42

(103)

(0.4)

(1.0)

(1.3)

(0.4)

(0.1)

[]

[]

[]

[]

[]

(Loss)/profit for the year

Pre-Placement LPS (cents)

(1)

Post-Placement LPS (cents)

(2)

Notes:
(1) For comparative purposes, LPS for the Periods Under Review has been
computed based on the loss from continuing operations and the prePlacement share capital of 100,000,000 Shares.
(2) For comparative purposes, LPS for the Periods Under Review has been
computed based on the loss from continuing operations and the postPlacement share capital of [] Shares.

Refer to the sections entitled

Managements Discussion
and Analysis of Results of
Operations and Financial
Position on pages 59 to
76, Appendix A Audited
Combined
Financial
Statements for the Financial
Years Ended 31 December
2012, 2013 and 2014,
Appendix B Unaudited
Interim
Combined
Financial Statements for
the Six-Month Period
Ended 30 June 2015 and
Appendix C Unaudited
Pro Forma Combined
Financial Information for
the Financial Year ended
31 December 2014 and
Six-Month Period ended
30 June 2015 of the
Offer Document for more
information on our financial
performance and position.

PRODUCT HIGHLIGHTS SHEET

Aren Phang Boon Chin (Head of Food and Beverage Division) He

joined our Group in April 2015 and is responsible for managing existing
customer relationships, implementing effective cost management measures
and providing support for expansion of new customer outlets as part of our
Companys business development activities. He has approximately 17 years
of relevant experience in the F&B industry.

Key information of the financial position of our Group

Unaudited as at
30 June 2015

Non-current assets

6,081

6,485

Current assets

10,653

10,772

Total assets

16,734

17,257

Non-current liabilities

1,397

4,562

Current liabilities

6,742

4,203

Total liabilities

8,139

8,765

8,595

8,492

8.6

8.5

Total equity
NAV per Share (cents)

(1)

Notes:
(1) NAV per Share has been computed based on the respective net assets
as at 31 December 2014 and 30 June 2015, and the pre-Placement share
capital of 100,000,000 Shares.
Key cash flow information
Audited
S$000

Unaudited

FY2012

FY2013

FY2014

1H2015

Net cash from/(used in)

operating activities

(802)

(87)

(1,247)

(3,191)

Net cash from/(used in)

investing activities

(1,117)

4,875

2,195

(609)

Net cash from/(used in)

financing activities

1,678

(3,203)

1,770

1,127

Net increase/(decrease) in
cash and cash equivalents

(241)

1,585

2,718

(2,673)

Cash and cash equivalents

at beginning of financial
period

424

183

1,768

4,486

Cash and cash equivalents

at end of financial period

183

1,768

4,486

1,813

PRODUCT HIGHLIGHTS SHEET

Audited as at
31 December 2014

S$000

Key information of the pro forma combined statements of comprehensive

income of our Group(1)
Unaudited
S$000

1H2015

Revenue

2,449

3,417

Gross (loss)/profit

(871)

173

(1,737)

(278)

(1,737)

(317)

(1.7)

(0.3)

[]

[]

Loss before tax

Loss from continuing operations
Pre-Placement LPS (cents)

(2)

Post-Placement LPS (cents)(3)

Notes:
(1) Please refer to Appendix C Unaudited Pro Forma Combined Financial
Information for the Financial Year Ended 31 December 2014 and SixMonth Period Ended 30 June 2015 of this Offer Document for the basis of
preparation of the pro forma combined financial information of our Group.
(2) For comparative purposes, pro forma pre-Placement LPS for the Periods
Under Review has been computed based on the loss from continuing and
the pre-Placement share capital of 100,000,000 Shares.
(3) For comparative purposes, pro forma post-Placement LPS for the Periods
Under Review has been computed based on the loss from continuing
operations and the post-Placement share capital of [] Shares.
Key Information of the pro forma combined statements of the financial
position of our Group(1)
Unaudited
As at
31 December 2014

As at
30 June 2015

Non-current assets

13,091

13,401

Current assets

4,457

2,657

Total assets

17,548

16,058

Non-current liabilities

7,997

8,597

Current liabilities

6,750

4,977

Total liabilities

14,747

13,574

2,801

2,484

2.8

2.5

S$000

Total Equity
NAV per Share (cents)

(2)

Notes:
(1) Please refer to Appendix C Unaudited Pro Forma Combined Financial
Information for the Financial Year Ended 31 December 2014 and SixMonth Period Ended 30 June 2015 of this Offer Document for the basis of
preparation of the pro forma combined financial information of our Group.
(2) The pro forma NAV per Share has been computed based on the pro forma
net assets as at 31 December 2014 and 30 June 2015 of our Group and
the pre-Placement share capital of 100,000,000 Shares.

PRODUCT HIGHLIGHTS SHEET

FY2014

The most significant factors contributing to our financial performance over

FY2014 compared to FY2013 are as follows:
Our revenue decreased by approximately S$1.0 million, or 27.5%, from
S$3.4 million in FY2013 to S$2.4 million in FY2014 mainly due to
the decrease in cleaning management services contracts from Koufu
Pte Ltd. This was partially offset by the new contracts secured such as
NTUC Foodfare Cooperative Ltd, ABC Brickworks Business Association,
Paradise Group and a public tertiary hospital which is the first and largest
general hospital located in the central part of Singapore.

Our loss before tax increased by S$0.3 million, or 25.6%, from S$1.0
million in FY2013 to S$1.3 million in FY2014 mainly due to an increase
in gross loss by S$0.2 million as aforementioned and an increase in
administrative expenses by S$0.4 million as a result of an increase in
headcount in line with the increase in our business activities. This is
partially offset by the increase in other income by S$0.4 million mainly
attributable to the increase in government grants received in FY2014 of
S$0.4 million.
In FY2014, we recorded net cash used in operating activities of S$1.2
million, which comprised operating cash flows before changes in working
capital of approximately S$0.3 million, net working capital outflow of
S$1.4 million, net interest payment of approximately S$59,000 and income
tax payment of approximately S$45,000. The working capital outflow was
mainly due to an increase of S$3.2 million in trade and other receivables
which was partially offset by an increase in trade and other payables of
S$1.8 million.
As at 31 December 2014, shareholders equity amounted to S$8.6 million
and comprised (i) share capital of S$3.0 million; (ii) retained earnings of
S$2.7 million and (iii) revaluation reserve of S$2.9 million relating to the
revaluation of our properties upon the transfer from property, plant and
equipment to investment properties carried at fair value.
The most significant factors contributing to our financial performance over
1H2014 compared to 1H2015 are as follows:
Our revenue increased by approximately S$2.2 million, or 193.6%
from S$1.2 million in 1H2014 to S$3.4 million in 1H2015 mainly due
to additional new contracts secured during 1H2015 such as Big Box,
F&B tenants located in shopping malls such as IMM, The Star Vista and
Westgate and the increased revenue contribution from Paradise Group and
a public tertiary hospital which is the first and largest general hospital
located in the central part of Singapore.
Our overall gross profit increased by S$0.5 million from a gross loss of
S$0.2 million in 1H2014 to a gross profit of S$0.3 million in 1H2015. Our
gross profit margin increased from a gross loss margin of 16.1% in 1H2014
to gross profit margin of 7.8% in 1H2015 which was mainly attributable
to the more than proportionate increase in revenue as compared to the
increase in labour costs and overhead expenses as our operations achieved
economies of scale from the increase in volume.
Our loss before tax decreased by S$0.3 million, or 83.1%, from S$0.4
million in 1H2014 to S$64,000 in 1H2015 mainly due to the increase in
gross profit by S$0.5 million as aforementioned and the increase in other
income by S$0.6 million mainly attributable to (i) rental income of S$0.3
million from our property in 16A Sungei Kadut Way; and (ii) government
grants of S$0.4 million received in 1H2015. This was partially offset by
the increase in administrative expenses of S$0.7 million as a result of an
increase in headcount in line with the increase in our business activities.

PRODUCT HIGHLIGHTS SHEET

Our overall gross loss increased by S$0.2 million, or 44.6%, from S$0.5
million in FY2013 to S$0.7 million in FY2014. Our gross loss margin
increased from a gross loss margin of 14.0% in FY2013 to a gross loss
margin of 27.8% in FY2014. The increase in gross loss margin was mainly
due to the increase in labour costs and overhead expenses as we continue
scaling up our operations.

 In 1H2015, we recorded net cash used in operating activities of S$3.2

million, which comprised operating cash flows before changes in working
capital of S$0.3 million, net working capital outflow of S$3.4 million, net
interest payment of approximately S$77,000 and income tax payment of
approximately S$51,000. The working capital outflow was mainly due to
an increase in S$3.0 million in trade and other receivables and a decrease
in trade and other payables of S$0.4 million.

The above factors are not the only factors contributing to our financial
performance in FY2012, FY2013, FY2014 and 1H2015. Please refer
to other factors set out in Managements Discussion and Analysis of
Results of Operations and Financial Position on pages 58 to 75 of the
Offer Document.
INVESTMENT HIGHLIGHTS
WHAT ARE OUR BUSINESS STRATEGIES AND FUTURE PLANS?
Our business strategy and future plans entail the following:
We intend to focus on innovation and improving automation for large
scale dishware washing to increase productivity and efficiency and reduce
reliance on manpower labour, with an emphasis on building up processes
which are environmentally-friendly.
We will improve our semi-automation process to eventually making the
dishware washing process one which is fully automated so as to increase
productivity and efficiency in the dishware washing cleaning process. We are
committed to ensuring the machines and cleaning process which we develop
will remain environmentally-friendly.
We intend to explore other avenues to provide value-added services to
customers.
We pride ourselves in providing holistic cleaning solutions to our customers,
which include helping our customers manage their waste disposal process
and re-organise their kitchen set-up for better efficiencies. We fully intend to
explore other avenues to assist our customers to cut down on costs in relation
to their dishware washing and cleaning process.
We intend to expand our centralised commercial dishware washing hubs
to increase our centralised dishware washing capacity.
With additional dishware washing hubs to provide centralised dishware
washing services, we will increase our capacity to cope with our expanding
customer base, and will also be able to reduce transportation timing and costs
in servicing our customers which are located in various parts of Singapore.
We intend to continue working closely with NEA, the Employment and
Employability Institute Pte. Ltd. (e2i) and SPRING Singapore and make
full use of grants which may be made available by these organisations.
The grants which our Group currently enjoys from NEA, e2i and SPRING
Singapore have been incentives for our customers to engage our dishware
washing and cleaning services, as well as consultation services for renovation
of their kitchens and cleaning spaces. We intend to continue working closely
with NEA, e2i and SPRING Singapore to make further inroads to increasing
productivity in this industry.

Refer to the sections entitled

Prospects,
Business
Strategies and Future Plans
Business Strategies and
Future Plans on page 115
of the Offer Document for
more information on our
strategies and future plans.

PRODUCT HIGHLIGHTS SHEET

As at 30 June 2015, shareholders equity amounted to S$8.5 million and

comprised (i) share capital of S$3.0 million; (ii) retained earnings of
S$2.6 million and (iii) revaluation reserve of S$2.9 million relating to the
revaluation of our properties upon the transfer from property, plant and
equipment to investment properties carried at fair value.

WHAT ARE THE KEY TRENDS, UNCERTAINTIES, DEMANDS, COMMITMENTS OR EVENTS

WHICH ARE REASONABLY LIKELY TO HAVE A MATERIAL EFFECT ON US?
Based on the revenue and operations of our Group as at the Latest Practicable
Date, our Directors observed the following trends for FY2014 and 1H2015:
(a) As a result of greater economies of scale, we have managed to record
gross profit for the first time in our operating history for 1H2015. As a
result of increasing sales and lower than proportionate increase in our
cost of sales due to economies of scale, our gross profit margin should
improve going forward.

(c) Our depreciation cost is expected to increase as a result of investments

in new dishware washing equipment for the aforesaid new centralised
commercial dishware washing facilities.
(d) Our operating expenses are expected to increase, amongst others, in line with
our expansion plans and due to the fees and expenses incurred in relation to
the Placement, compliance costs as a listed company as well as the impact
of the service agreements entered into with our Executive Directors.
The above are not the only trends, uncertainties, demands, commitments
or events that could affect us. Please refer to the other factors set out in
the sections entitled Risk Factors on pages 31 to 43, Managements
Discussion and Analysis of Results of Operations and Financial Position
on pages 58 to 75 and Prospects, Business Strategies and Future Plans
on pages 108 to 113 of the Offer Document.
WHAT ARE THE KEY RISKS WHICH HAD MATERIALLY AFFECTED OR
COULD MATERIALLY AFFECT US AND YOUR INVESTMENT IN OUR SECURITIES?
We consider the following to be the most important key risks which had
materially affected or could materially affect our business operations, financial
position and results, and your investment in our Shares.
We have a history of losses and negative cash flow and have yet to
establish a strong track record, and may remain unprofitable. We
had net losses before tax of S$0.4 million, S$1.0 million, S$1.3 million
and S$64,000 for FY2012, FY2013, FY2014 and 1H2015, respectively.
We also had negative operating cash flow of S$0.8 million, S$0.1 million,
S$1.2 million and S$3.2 million for FY2012, FY2013, FY2014 and
1H2015, respectively. There can be no assurance that our Group will be
able to secure sufficient contracts for our services to generate significant
revenue and to attain profitability, or if attained, there can be no assurance
that we will be able to sustain the profitability for our Group. We expect
to incur significant operating expenses in connection with the continued
development and expansion of our business, which include plans to set up
additional centralised dishware washing facilities, and this could adversely
impact our profitability and cash flow.
We have a limited operating history in an evolving industry, which
makes it difficult to predict our future prospects. We have a limited
operating history in the semi-automated dishware washing industry
which is still evolving and may not develop as expected. This limited
operating history makes it difficult to effectively assess or forecast our
future prospects. We have encountered and will continue to encounter
risks and uncertainties such as those described in the Offer Document. If
our assumptions regarding these risks and uncertainties are incorrect or
change due to changes in our markets, or if we do not address these risks
successfully, our financial results and results of operations may differ
materially from our expectations and our business may suffer.
8

Refer to the section entitled

Risk Factors on pages 31
to 43 of the Offer Document
for more information on risk
factors.

PRODUCT HIGHLIGHTS SHEET

(b) As a result of higher manpower costs from, (i) a tight labour market;
(ii) the increase in operations and general workers in anticipation of
the new contracts signed and with the establishment of our centralised
dishware washing facilities at IMM and Big Box in 4Q2014, as well as
the new facility to be set up at 8 Loyang Way 4; and (iii) the increase in
administrative, human resources and finance employees in preparation
for the expansion of our business, we might continue to register a net
loss for FY2015. However, our total operating expenses as a percentage
of revenue is expected to continue to decline as more food courts,
restaurants, coffee shops, and other eateries contract for our services,
resulting in increased sales.

Refer to the sections entitled

Risk Factors on pages
31 to 43; Managements
Discussion and Analysis of
Results of Operations and
Financial Position on
pages 59 to 76; Prospects,
Business Strategies and
Future Plans on pages
111 to 115 and Cautionary
Notes Regarding ForwardLooking
Statements
on pages 12 to 14 of the
Offer Document for more
information on our business
and financial prospects.

 Our business has low barriers to entry and our performance will
depend on our ability to compete effectively against our existing and
future competitors. In the event that our competitors possess greater
financial resources and better equipment or are able to successfully
develop technologies and equipment that outperform us, they may be
able to compete effectively against us and may further be able to respond
more quickly to changes in customer requirements. There is no assurance
that other competitors will not surpass our performance in the future.
Accordingly, our business, revenue and profitability may be materially and
adversely affected if we are not able to compete effectively or maintain
competitiveness in the market.

Our profitability may be adversely affected if we are unable to pass

on any increases in our cost of operations to our customers. The
contract value quoted in the tender submission to our customers is on a
monthly basis and is determined based on internal costing and budgetary
evaluations on costs such as labour costs and cost of supplies, including any
indicative pricing of the various suppliers and sub-contractors. Unforeseen
circumstances such as unanticipated rise in supplies or labour costs may
arise during the tenure of the contract. Additional volume of crockery
which has not previously factored into the contract value may also have
to be carried out and additional breakage of crockery above the breakage
allowance set out in the respective contracts during washing and/or
delivery will result in higher cost of operations. These circumstances will
lead to cost overruns which will impact our profit margin or may result
in losses. There is no assurance that such cost overruns will not arise in
the future and if we are unable to pass on any increases in our cost of
operations to our customers, our business, financial condition, results of
operations may be materially and adversely affected.
We have limited long-term contracts which are entered into with our
customers and our customer contracts may be subject to non-renewal
and/or early termination. A majority of the contracts and agreements
entered into with our customers are for a duration of 1 year, some of which
may provide an option to extend the contract for a further period of 3 months
or 1 year. As many of our arrangements with our customers are relatively
short-term, there can be no assurance that any or all of our customers will
continue to do business with us in the future, and there can be no assurance
that our customers will not seek more favourable terms from any of our
competitors when our contracts expire. If we are unable to renew our
contracts with our customers, or if our customers choose to terminate their
contracts with us prematurely, our business, financial condition, results of
operations and/or prospects could be materially adversely affected.

PRODUCT HIGHLIGHTS SHEET

Our centralised commercial dishware washing facility line is not

patentable and may be replicated by other competitors. In the event some
of our competitors are able to replicate our centralised commercial dishware
washing facility line and make improvements to our existing dishware
washing facility line, we may not be able to compete effectively with
these competitors, and may not be able to successfully retain our existing
customers or attract new customers over our competitors. In addition, our
competitors may also have or may develop their services to provide a suite
of cleaning services to their customers. In the event of any of the foregoing,
our business financial performance will be adversely affected.

 We are dependent on our ability to retain key personnel. Our key

personnel have a wealth of experience and their experiences is instrumental
in our ability to anticipate and cater for the needs of our customers. The
loss of any key personnel without qualified and timely replacements, and
the inability to attract, train and retain qualified key executives, will have
an adverse impact on our operations.
The above are not the only risk factors that had a material effect or
could have a material effect on our business operations, financial position
and results, and your Shares. Please refer to the section entitled Risk
Factors on pages 31 to 43 of the Offer Document for a discussion on
other risk factors and for more information on the above risk factors.
Prior to making a decision to subscribe for Placement Shares, you should
consider all the information contained in the Offer Document.
WHAT ARE THE RIGHTS ATTACHED TO THE SECURITIES OFFERED?
As at the date of the Offer Document, our issued and paid-up share capital
was S$3,704,556, comprising 100,000,000 Shares.
We have only one class of shares, being ordinary shares, and the Placement
Shares will have the same rights as our other existing Shares, including voting
rights. Shareholders will be entitled to all rights attached to their Shares in
proportion to their shareholding, such as any cash dividends declared by the
Company and any distributions of assets upon liquidation of the Company.
There is no restriction on the transfer of fully paid Shares except where
required by law or the Catalist Rules.

10

Refer to the sections entitled

General
Information
on our Group Share
Capital on pages 77
to 79 and Appendix E
Description of our Shares
of the Offer Document for
more information on the
Placement Shares.

PRODUCT HIGHLIGHTS SHEET

Our order book may not be an accurate indicator of our future

performance. As at the Latest Practicable Date, our order book based
on secured contracts was approximately S$18.2 million. In addition, the
value of contracts assuming that all our customers exercised the option to
extend their contracts based on the existing prices charged is approximately
S$19.0 million (the Option Value). Our order book and the Option
Value may not be an accurate indicator of our future performance as it has
not taken into account any potential renegotiations, cancellations, deferrals
or early termination of contracts in calculating our order book and/or
the Option Value. The occurrence of any of which will have an adverse
impact on our revenue. Potential renegotiations, cancellations, deferrals
or early termination may be due to factors beyond its control and are, by
nature, uncertain. In addition, there is no assurance that our customers will
exercise the option to extend their contracts. In the event there are any
renegotiations, cancellations, deferrals or early termination of our contracts
or if the customers do not exercise the option to extend their contracts, our
business, financial condition, results of operations and/or prospects could
be materially adversely affected.

HOW WILL THE PROCEEDS OF THE OFFER BE USED?

The estimated net proceeds to be raised by our Company from the Placement,
after deducting the estimated listing expenses is approximately S$[] million.
We intend to use our gross proceeds from the issue of the Placement Shares
in the following manner:

Gross proceeds from

the Placement Shares

[]

[]

[]

[]

[]

[]

[]
[]
[]

[]
[]
[]

[]

[]

[]
[]

[]
100.0

WILL WE BE PAYING DIVIDENDS AFTER THE OFFER?

No dividends have been paid or proposed by our Company since its
incorporation.
We may, by ordinary resolution of our Shareholders, declare dividends at
a general meeting, but we may not pay dividends in excess of the amount
recommended by our Directors. The declaration and payment of dividends will
be determined at the sole discretion of our Directors subject to the approval of
our Shareholders. Our Directors may also declare an interim dividend without
the approval of our Shareholders.
In considering the amount of dividends declared, we will take into account
the following factors:
(a) our financial position, results of operations and cash flow;
(b) the ability of our subsidiaries to make dividends payments to our Company;
(c) our expected working capital requirements to support our Groups future
growth;

11

Refer to the sections

entitled Dividend Policy
on page 54 and Risk
Factors Risks Relating to
Ownership of our Shares
We may not be able to pay
dividends on page 43 of the
Offer Document for more
information on our dividend
policy.

PRODUCT HIGHLIGHTS SHEET

Use of proceeds
Expansion of
dishware washing
operations
General working
capital
Net proceeds
Estimated listing
expenses
Listing fees
Professional fees
Placement
commission and
brokerage
Miscellaneous
expenses

Estimated amount
(S$000)

Estimated amount
allocated for
each dollar of the
proceeds raised
from the issue of
Placement Shares
(as a percentage of
the gross proceeds)
(%)

Refer to the section entitled

Use of Proceeds from
the Placement and Listing
Expenses Incurred on
pages 28 and 29 of the
Offer Document for more
information on our use of
the Placement proceeds.

(d) our actual and projected financial performance;

(e) general economic conditions and such other external factors that our Directors
believe to have an impact on the business operations of our Group; and
(f) any other factors deemed relevant by our Directors at the material time.
No inference should or can be made from any of the foregoing statements as
to our actual future profitability or our ability to pay dividends in any of the
periods discussed.

1H

Financial period commencing 1 January and ended or, as the case may
be, ending 30 June

Controlling Shareholder

A person who has an interest in our Shares of an aggregate of not

less than 15% of the total votes attached to all our Shares, or in fact
exercises control over our Company

F&B

The food and beverage industry

FY

Financial year ended or, as the case may be, ending 31 December

Group

Our Company and its subsidiaries

Latest Practicable Date

15 December 2015, being the latest practicable date prior to the

lodgement of the Offer Document with the SGX-ST acting as agent on
behalf of the Monetary Authority of Singapore

NEA

The National Environment Agency

Periods Under Review

The periods comprising FY2012, FY2013, FY2014 and 1H2015

SGX-ST

The Singapore Exchange Securities Trading Limited

Shares

Ordinary shares in the capital of our Company

SPRING Singapore

SPRING Singapore, being an agency under the Ministry of Trade of

Singapore, responsible for helping Singapore enterprises grow and
building trust in Singapore products and services.
CONTACT INFORMATION

WHO CAN YOU CONTACT IF YOU HAVE ENQUIRIES RELATING TO OUR OFFER?
HOW DO YOU CONTACT US?
Company

GS Holdings Limited

Registered Office Address

16A Sungei Kadut Way, Singapore 728794

Telephone Number

(65) 6694 2668

Facsimile Number

(65) 6694 2663

Email

enquiries@greatsolutions.com.sg

Website

www.greatsolutions.com.sg

Note: Information contained in our website does not constitute part of the Offer Document or the
Product Highlights Sheet and should not be relied on
Issue Manager, Sponsor
and Placement Agent

UOB Kay Hian Private Limited

Address

8 Anthony Road #01-01, Singapore 229957

Telephone Number

(65) 6590 6881

12

PRODUCT HIGHLIGHTS SHEET

DEFINITIONS