Beruflich Dokumente
Kultur Dokumente
GREAT GROUP HOLDINGS LIMITED (Incorporated in Singapore on 29 February 2008) (Company Registration Number 200804077W)
Invitation in respect of 80,000,000 Invitation Shares comprising 65,000,000 New Shares and 15,000,000 Vendor Shares as follows: (a) 2,000,000 Offer Shares at S$0.295 each by way of public offer; and (b) 78,000,000 Placement Shares at S$0.295 each by way of placement, payable in full on application. Manager, Underwriter and Placement Agent
OUR BUSINESS
An Established Undergarment Manufacturer in the PRC
CONTRACT MANUFACTURING Design, manufacture and sale of mens and womens undergarments generally carried out on an ODM basis Manufacture and sale of childrens and infants apparel generally manufactured on an OEM basis Customers who are the owners of international brands or major retail chains include: - Zeeman Group (the Netherlands) - Pelican (Russia) - Next (UK) - Hema BV (the Netherlands) - Oviesse SPA (Italy) - Wibra Supermarket BV (the Netherlands) - KIK Textilien und Non-Food GmbH (Germany) Products sold directly to customers or through their purchasing agents or through trading companies mainly based in the PRC PROPRIETARY GRAT.UNIC () BRAND Design, manufacture and sale of mens undergarments, and to a lesser extent, womens undergarments Launch of GREAT () brand of products in February 2006 which was subsequently re-branded to GRAT.UNIC () brand in March 2007 Targeted at the middle to upper class consumer segments in the PRC LICENSED TRADEMARKS FROM WARNER BROS. Licensed to manufacture and sell products bearing Superman and Supergirl trademarks in the PRC (including Hong Kong and Macau) for three years commencing from 1 June 2007 Launched the first series of mens undergarments bearing the Superman trademark in March 2008 POINTS OF SALES Comprising specialty stores or dedicated shelf spaces located strategically in shopping malls, departmental stores and commercial areas of major cities in the PRC 102 points of sales across 16 provinces / municipalities / autonomous regions throughout the PRC as at the Latest Practicable Date Intend to increase to 200 points of sales within next three years
FINANCIAL HIGHLIGHTS
REVENUE RMBmil
500 400 300 200 100 0 FY2006 FY2007 FY2008
146.4 2.4 144.0 400.8 262.3 19.9 1.0 48.7
CAGR 78.4%
70.8 56.5
10% 0%
21.1
26.6
32.6
FY2006
FY2007
FY2008
FY2007
FY2008
Contract Manufacturing
GRAT.UNIC ()
Superman
Overall Group
DISTRIBUTION NETWORK
Area Anhui Chongqing Fujian Gansu Guangxi Hainan Hebei Hubei Heilongjiang Jiangsu Liaoning Shaanxi Shandong Shanghai Tianjin Zhejiang Total As at the end of FY2008 2 11 26 9 2 4 1 7 6 6 6 2 4 3 3 10 102
COMPETITIVE STRENGTHS
Stringent quality inspection and quality control system Various quality control and assurance certifications including the Oeko-Tex Standard 100 ecological textile certification and ISO 9001 quality management system certification Industry recognition for GRAT.UNIC () brand targeted at the middle to upper class consumers Awarded Best Brand Award () at the 89th China Knitwear Cotton Trade Fair (89) Extensive sales and distribution network in the PRC GRAT.UNIC () and Superman products retailed across 16 provinces / municipalities / autonomous regions throughout the PRC at 102 points of sales as at the Latest Practicable Date Strong relationships with customers Diversified customer base across a wide geographical region covering the Asia-Pacific region and Europe Including major retail chains and owners of international brands, such as Zeeman Group (the Netherlands), Pelican (Russia), Hema BV (the Netherlands) and NEXT (UK) Experienced and professional management team Led by Executive Chairman and CEO, Weng Wenwei, who has over 16 years of experience in business management, particularly in the mens undergarment industry Strategically located production facilities Located in Licheng District, Quanzhou City, Fujian Province, the PRC, with convenient access to most of the suppliers of raw materials and fabrics Continuous product design and development Launch of undergarments that utilise fabrics with anti-microbial qualities in March 2008 following the collaboration agreement with Quanzhou Huiyu Developed several new designs of mens undergarments
PROSPECTS
Strong growth potential in the PRC market for high quality and branded undergarments
The above image is an artist impression of Great Group Holdings new headquarters and new production facilities to be completed. For illustration purpose only.
FUTURE PLANS
Expand production capacity and facilities
Consolidate business and production operations in one location Expand production capacity by 100% by acquiring 18 additional production lines
Promote GRAT.UNIC () brand within the PRC and increase marketing efforts for contract manufacturing services and products
Increase advertising activities Expand distribution network and increase the number of points of sales from 102 to 200 within the next three years Increase overseas marketing efforts to attract more potential overseas customers for contract manufacturing services and products
Enhance R&D capabilities Expand the range of products and establish new brand names Enhance logistics system Consider acquiring potential business in apparel and garments industry
TABLE OF CONTENTS
Page
1 2 3 4 5 6
CORPORATE INFORMATION ................................................................................................. DEFINITIONS ........................................................................................................................... GLOSSARY OF TECHNICAL TERMS ..................................................................................... CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS ........................................... SELLING RESTRICTIONS ....................................................................................................... DETAILS OF THE INVITATION LISTING ON THE SGX-ST ....................................................................................................... INDICATIVE TIMETABLE FOR LISTING ..................................................................................
4 6 13 15 17
19 23 24 25 27 29 32 35
7 8 9 10 11 12 13
THE INVITATION ...................................................................................................................... PLAN OF DISTRIBUTION ........................................................................................................ USE OF PROCEEDS AND LISTING EXPENSES ................................................................... MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS .......................... PROSPECTUS SUMMARY ...................................................................................................... INVITATION STATISTICS ......................................................................................................... RISK FACTORS RISKS RELATING TO OUR BUSINESS ................................................................................... RISKS RELATING TO THE PRC .............................................................................................. RISKS RELATING TO AN INVESTMENT IN OUR SHARES ...................................................
37 45 49 51 52 53 54 55 56
14 15 16 17 18 19 20
EXCHANGE RATES ................................................................................................................. EXCHANGE CONTROLS ......................................................................................................... DIVIDEND POLICY ................................................................................................................... CAPITALISATION AND INDEBTEDNESS ............................................................................... DILUTION ................................................................................................................................. SELECTED COMBINED FINANCIAL INFORMATION ............................................................ MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW ............................................................................................................................... REVIEW OF PAST PERFORMANCE ....................................................................................... REVIEW OF RESULTS OF OPERATIONS .............................................................................. REVIEW OF FINANCIAL POSITION ........................................................................................ LIQUIDITY AND CAPITAL RESOURCES ................................................................................
60 64 67 71 72
TABLE OF CONTENTS
CAPITAL EXPENDITURES, DIVESTMENTS AND COMMITMENTS ...................................... FOREIGN EXCHANGE MANAGEMENT .................................................................................. INFLATION ................................................................................................................................ 21 GENERAL INFORMATION ON OUR GROUP SHARE CAPITAL ...................................................................................................................... RESTRUCTURING EXERCISE ................................................................................................ GROUP STRUCTURE .............................................................................................................. SHAREHOLDING AND OWNERSHIP STRUCTURE .............................................................. VENDORS ................................................................................................................................ MORATORIUM .......................................................................................................................... 22 HISTORY AND BUSINESS HISTORY ................................................................................................................................... BUSINESS OVERVIEW ............................................................................................................ PRODUCTION PROCESS ........................................................................................................ PRODUCTION FACILITIES AND CAPACITY ........................................................................... QUALITY ASSURANCE ............................................................................................................ SALES AND MARKETING ....................................................................................................... OUR MAJOR CUSTOMERS ..................................................................................................... OUR MAJOR SUPPLIERS ....................................................................................................... CREDIT MANAGEMENT .......................................................................................................... RESEARCH AND DEVELOPMENT ......................................................................................... INTELLECTUAL PROPERTY ................................................................................................... LICENCES, PERMITS AND APPROVALS ............................................................................... AWARDS AND ACHIEVEMENTS ............................................................................................. INVENTORY MANAGEMENT ................................................................................................... PROPERTIES AND FIXED ASSETS ........................................................................................ STAFF TRAINING ..................................................................................................................... INSURANCE ............................................................................................................................. COMPETITION ......................................................................................................................... COMPETITIVE STRENGTHS ................................................................................................... 23 PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS PROSPECTS ............................................................................................................................ ORDER BOOK .......................................................................................................................... SEASONALITY ......................................................................................................................... TREND INFORMATION ............................................................................................................ BUSINESS STRATEGIES AND FUTURE PLANS ................................................................... 129 131 131 132 132 85 87 91 93 96 100 105 109 111 114 115 121 121 121 122 124 125 126 127 77 79 80 82 83 84 74 76 76
TABLE OF CONTENTS
24 DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES MANAGEMENT REPORTING STRUCTURE ........................................................................... DIRECTORS ............................................................................................................................. EXECUTIVE OFFICERS ........................................................................................................... SERVICE AGREEMENT ........................................................................................................... DIRECTORS AND EXECUTIVE OFFICERS REMUNERATION ............................................. EMPLOYEES ............................................................................................................................ CORPORATE GOVERNANCE ................................................................................................. 25 26 GREAT GROUP PERFORMANCE SHARE SCHEME ............................................................ INTERESTED PERSON TRANSACTIONS INTERESTED PERSONS ......................................................................................................... PAST INTERESTED PERSON TRANSACTIONS .................................................................... ON-GOING INTERESTED PERSON TRANSACTIONS .......................................................... OTHER TRANSACTIONS ......................................................................................................... REVIEW PROCEDURES FOR FUTURE INTERESTED PERSONS TRANSACTIONS .......... 27 POTENTIAL CONFLICT OF INTERESTS INTERESTS OF DIRECTORS, CONTROLLING SHAREHOLDER OR THEIR ASSOCIATES ............................................................................................................................ INTERESTS OF EXPERTS ...................................................................................................... 28 29 CLEARANCE AND SETTLEMENT .......................................................................................... GENERAL AND STATUTORY INFORMATION ....................................................................... 164 167 168 169 156 157 160 161 162 135 136 140 142 144 144 146 150
APPENDIX A INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008 .............. APPENDIX B SELECTED EXTRACTS OF OUR ARTICLES OF ASSOCIATION ..................... APPENDIX C DESCRIPTION OF RELEVANT PRC LAWS AND REGULATIONS .................... APPENDIX D DESCRIPTION OF SINGAPORE COMPANY LAW RELATING TO SHARES ..................................................... APPENDIX E DESCRIPTION OF SINGAPORE LAW RELATING TO TAXATION .................... APPENDIX F TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE ...................................................................................................... APPENDIX G RULES OF THE GREAT GROUP PERFORMANCE SHARE SCHEME .............
D-1 E-1
F-1 G-1
CORPORATE INFORMATION
Board of Directors : Weng Wenwei () (Executive Chairman and CEO) Weng Wenju () (Executive Director) Teoh Teik Kee (Lead Independent Director) Lee Kim Lian, Juliana (Independent Director) Lim Yeow Hua @ Lim You Qin (Independent Director) Ong Wei Jin, LL.B. (Hons) Goh Wei Lin, LL.B. (Hons) 200804077W 8 Cross Street #11-00 PWC Building Singapore 048424 Linjiang Industrial Zone, Nanhuan Road, Licheng District, Quanzhou City, Fujian Province, the PRC () Boardroom Corporate & Advisory Services Pte. Ltd. 3 Church Street #08-01 Samsung Hub Singapore 049483 Daiwa Securities SMBC Singapore Limited 6 Shenton Way #26-08 DBS Building Tower Two Singapore 068809 Nexia TS Public Accounting Corporation 5 Shenton Way UIC Building #23-03 Singapore 068808 Director-in-Charge: Henry SK Tan FCPA Singapore, ACA Solicitors to the Invitation and Legal Advisers to our Company on Singapore Law Solicitors to the Manager, the Underwriter and the Placement Agent : Colin Ng & Partners LLP 36 Carpenter Street Singapore 059915 KhattarWong 80 Raffles Place #25-01 UOB Plaza 1 Singapore 048624 Yuan Tai Law Offices 14/F, Huaxia Bank Plaza 256 South Pudong Road Shanghai, 200120, the PRC
Company Secretary
: :
Independent Auditor
CORPORATE INFORMATION
Principal Bankers : Bank of China, Quanzhou Branch () Bank of China Building, Fengze Street, Quanzhou City, Fujian Province, the PRC () Industrial Bank Co., Ltd., Quanzhou Branch () Industrial Bank Building, Fengze Street, Quanzhou City, Fujian Province, the PRC () China Construction Bank, Quanzhou Licheng Sub-branch () Wenling Street Zhongduan, Quanzhou City, Fujian Province, the PRC () Industrial and Commercial Bank of China, Quanzhou Licheng Sub-branch () Wenling Street Zhongduan, Quanzhou City, Fujian Province, the PRC () Receiving Banker : The Bank of East Asia, Limited 137 Market Street Bank of East Asia Building Singapore 048943 G&W Investment Management Co., Ltd. Horizon Chambers, P.O. Box 4622 Road Town, Tortola British Virgin Islands Kingbest Capital Limited Horizon Chambers, P.O. Box 4622 Road Town, Tortola British Virgin Islands
Vendors
DEFINITIONS
In this Prospectus, the accompanying Application Forms and in relation to the Electronic Applications, the instructions appearing on the screens of the ATMs of Participating Banks, the IB websites of the relevant Participating Banks, unless the context otherwise requires, the following definitions apply throughout where the context so admits: Companies in our Group Company Fujian Great : : Great Group Holdings Limited Fujian Great Fashion Industry Co., Ltd. ( ) (Company Registration No.:350500400003382), a company incorporated in PRC Great Worldwide (Tradings) Limited () (Company Registration No.:1520699), a company incorporated in the BVI Our Company and our subsidiaries, namely Fujian Great and Quanzhou Great, following the completion of the Restructuring Exercise, as well as Great Worldwide Quanzhou Great Garments Co., Ltd. ( ) (Company Registration No.:350500400004203), a company incorporated in PRC
Great Worldwide
Group
Quanzhou Great
Other Companies, Organisations and Agencies Authority CDP or Depository CPF EU : : : : Monetary Authority of Singapore The Central Depository (Pte) Limited The Central Provident Fund The European Union, currently comprising 27 member states namely Austria, Belgium, Bulgaria, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, and the United Kingdom G&W Investment Management Co., Ltd. Great Holdings HK Limited () (Company Registration No.: 805309), formerly known as Great HK Garment Limited () a company incorporated in HKSAR. This company is wholly owned by our Executive Chairman and CEO, Weng Wenwei and his spouse International Organisation for Standardisation, a worldwide federation of national standards bodies from some 130 countries, whose mission is to develop industrial standards that facilitate international trade Kingbest Capital Limited
G&W HK Great
: :
ISO
Kingbest
DEFINITIONS
Manager, Underwriter or Placement Agent Quanzhou Huiyu : Daiwa Securities SMBC Singapore Limited
Quanzhou Huiyu Antimicrobial Technology Co., Ltd. ( ) Securities Clearing & Computers Services (Pte) Ltd Singapore Exchange Securities Trading Limited
SCCS SGX-ST
: :
General Acquisitions : The acquisitions of Fujian Great and Quanzhou Great by our Company as described in the section entitled Restructuring Exercise of this Prospectus The Companies Act (Chapter 50) of Singapore, as amended or modified from time to time The printed application forms for the Invitation Shares and which form part of this Prospectus The list of applications for the subscription and/or purchase of the Invitation Shares (a) In relation to an entity, means: (i) in a case where the entity is a substantial shareholder, controlling shareholder, substantial interest-holder or controlling interest-holder, its related corporation, related entity, associated company or associated entity; or in any other case: (A) (B) a director or an equivalent person; where the entity is a corporation, a controlling shareholder of the entity; where the entity is not a corporation, a controlling interest-holder of the entity; a subsidiary, a subsidiary entity, an associated company, or an associated entity; or a subsidiary, a subsidiary entity, an associated company, or an associated entity of the controlling shareholder or controlling interest-holder, as the case may be,
Application Forms
Application List
Associate
(ii)
(C)
(D)
(E)
DEFINITIONS
(b) in relation to an individual, means: (i) his immediate family (being spouse, child, adopted child, step-child, sibling and parent); a trustee of any trust of which the individual or any member of the individuals immediate family is: (A) (B) a beneficiary; or where the trust is a discretionary trust, a discretionary object;
(ii)
when the trustee acts in that capacity; or (iii) any corporation in which he and his immediate family (whether directly or indirectly) have interests in voting shares of an aggregate of not less than 30% of the total votes attached to all voting shares
: :
Automated teller machine of a Participating Bank An application for Offer Shares made through an ATM subject to and in accordance with the terms and conditions of this Prospectus The audit committee of our Company as at the date of this Prospectus The board of Directors of our Company as at the date of this Prospectus British Virgin Islands Chief Executive Officer of our Company as at the date of this Prospectus A person who has an interest in our Shares of an aggregate of not less than 15% of the total votes attached to our Shares, or in fact exercises control over our Company The directors of our Company as at the date of this Prospectus Applications for the Offer Shares made through an ATM or the IB websites of the relevant Participating Banks in accordance with the terms and conditions of this Prospectus Earnings per Share The executive Directors of our Company as at the date of this Prospectus
Audit Committee
Board
BVI CEO
: :
Controlling Shareholder
Directors
Electronic Applications
: :
DEFINITIONS
Executive Officers : The executive officers of our Group as at the date of this Prospectus Financial year ended or, as the case may be, ending 31 December Hong Kong Special Administrative Region of the PRC Internet banking An application for Offer Shares made through an IB website in accordance with the terms and conditions of this Prospectus The independent Directors of our Company as at the date of this Prospectus The invitation by our Company and the Vendors to the public to subscribe for and/or purchase the Invitation Shares at the Invitation Price, upon the terms and subject to the conditions set out in this Prospectus S$0.295 for each Invitation Share The 80,000,000 Shares which are the subject of this Invitation, comprising 65,000,000 New Shares and 15,000,000 Vendor Shares 4 September 2009, being the latest practicable date before the registration of this Prospectus with the Authority The lead Independent Director of our Company as at the date of this Prospectus Listing manual of the SGX-ST, as amended, modified or supplemented from time to time The Macau Special Administrative Region of the PRC A day on which the SGX-ST is open for trading in securities Net asset value The 65,000,000 new Shares for which our Company invites applications to subscribe for at the Invitation Price pursuant to the Invitation, upon the terms and subject to the conditions set out in this Prospectus The nominating committee of our Company as at the date of this Prospectus Net tangible assets
FY
: : :
Independent Directors
Invitation
: :
Listing Manual
: :
: :
Nominating Committee
NTA
DEFINITIONS
Offer : The offer by our Company and/or the Vendors of the Offer Shares to the public in Singapore for subscription and/ or purchase at the Invitation Price, upon the terms and subject to the conditions set out in this Prospectus The 2,000,000 Invitation Shares which are the subject of the Offer DBS Bank Ltd. (including POSB) (DBS), OverseaChinese Banking Corporation Limited (OCBC) and United Overseas Bank Limited and its subsidiary, Far Eastern Bank Limited (the UOB Group) The new Shares (not exceeding 15% of the issued share capital of our Company on the date preceding the grant of an award under the PSS) which may be allotted and issued upon the vesting of awards under PSS The placement of the Placement Shares by the Placement Agent on behalf of our Company and the Vendors for subscription and/or purchase at the Invitation Price, upon the terms and subject to the conditions set out in this Prospectus The 78,000,000 Invitation Shares which are the subject of the Placement Peoples Republic of China, excluding Macau and HKSAR, for the purposes of this Prospectus and for geographical reference only This Prospectus dated 16 September 2009 in respect of the Invitation The Great Group Performance Share Scheme, adopted by our Company on 18 June 2009, the terms of which are set out in Appendix G Rules of the Great Group Performance Share Scheme of this Prospectus Research and development The remuneration committee of our Company as at the date of this Prospectus FY2006, FY2007 and FY2008 The restructuring exercise undertaken by our Group in connection with the Invitation as described under the section entitled Restructuring Exercise of this Prospectus The securities account maintained by a depositor with CDP but does not include a securities sub-account
Offer Shares
Participating Banks
Performance Shares
Placement
Placement Shares
PRC or China
Prospectus
PSS
: :
: :
Securities Account
10
DEFINITIONS
Securities and Futures Act or SFA : The Securities and Futures Act (Chapter 289) of Singapore, as amended or modified from time to time The Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005, as amended or modified from time to time The service agreement entered into between our Company and our Executive Chairman and CEO, Weng Wenwei as described in the section entitled Directors, Executive Officers and Employees - Service Agreement of this Prospectus Registered holders of Shares Ordinary shares in the share capital of our Company Sub-division of each ordinary share in the issued and paid-up share capital of our Company into 20,000 shares as described in the section entitled General Information on Our Group - Share Capital of this Prospectus A person who has an interest or interests in one or more voting shares in our Company and the total votes attached to that shares, or those shares, is not less than 5.0% of the total votes attached to all the voting shares in our Company The United Kingdom The United States of America G&W and Kingbest The 15,000,000 issued and fully paid-up Shares owned by the Vendors for which the Vendors invite applications to purchase on the terms and subject to the conditions set out in this Prospectus Wholly foreign owned enterprise
Service Agreement
: : :
Substantial Shareholder
: : : :
WFOE Currencies, Units and Others EUR HK$ and HK cents RMB and RMB cents S$ or $ and cents US$ and US cents % or per cent. n.a.
: : : : : : :
Euro Hong Kong dollars and cents respectively PRC Renminbi and cents respectively Singapore dollars and cents respectively United States dollars and cents respectively Per centum Not applicable
11
DEFINITIONS
n.m. sq ft sq m : : : Not meaningful Square feet Square metres
The expressions associated company, associated entity, related corporation, related entity, entity at risk, interested person, subsidiary, and subsidiary entity shall have the meanings ascribed to them respectively in the Fourth Schedule of the SFR. The expression Business Trust has the same meaning as in Section 2 of the Business Trusts Act (Chapter 31A of Singapore). The expression Entity includes a corporation, an unincorporated association, a partnership and the government of any state, but does not include a trust. The expressions Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Companies Act. References in this Prospectus to Appendix or Appendices are references to an appendix or appendices respectively to this Prospectus. Any discrepancies in tables included herein between the total sum of amounts listed and the totals shown are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. 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, the Application Forms and Electronic Applications to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act, the Securities and Futures Act or any statutory modification thereof and used in this Prospectus, the Application Forms and Electronic Applications shall, where applicable, have the meaning ascribed to it under the Companies Act, the Securities and Futures Act or any statutory modification thereto, as the case may be. Any reference in this Prospectus, the Application Forms and Electronic Applications to Shares being allotted and/or allocated to you includes allotment and/or allocation to CDP for your account. Any reference to a time of day in this Prospectus, the Application Forms or the Electronic Applications is a reference to Singapore time unless otherwise stated. Any reference to we, us and our in this Prospectus is a reference to our Company, our Group or any member of our Group as the context requires. Certain names with Chinese characters have been translated into English. Such translations which are provided solely for the convenience of investors may not have been registered with the relevant PRC authorities and should not be construed as representations that the English names actually represent the Chinese characters.
12
GB/T28001-2001
ISO 14001:2004
ISO 9001:2000
modal
nylon
: :
OEM polyester
: :
13
spandex
weaving
yarn
14
are only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expected, expressed or implied by these forward-looking statements. These risks, uncertainties and other factors include, among others: (a) changes in political, social, economic and stock or securities market conditions and the regulatory environment in the countries in which we conduct business; changes in currency exchange or interest rates; our anticipated growth strategies and expected internal growth; changes in the availability and prices of raw materials we need to operate our business; changes in customer preferences; changes in competitive conditions and our ability to compete under these conditions; the availability of alternative production technologies and products; changes in our future capital needs and the availability of financing and capital to fund these needs; other factors beyond our control; and the factors described in the Risk Factors section of this Prospectus.
All forward-looking statements made by or attributable to us, or persons acting on our behalf, contained in this Prospectus are expressly qualified in their entirety by such factors. Given the risks and uncertainties that may cause our actual future results, performance or achievements to be materially different from those expected, expressed or implied by the forward-looking statements in this Prospectus, we advise you not to place undue reliance on those statements which apply only as at the date of this Prospectus. Neither our Company, the Vendors, the Manager, the Underwriter and the Placement Agent nor any other person represents or warrants to you that our actual future results, performance or achievements will be as discussed in those statements.
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16
SELLING RESTRICTIONS
This Prospectus does not constitute an offer, solicitation or invitation to subscribe for and/or purchase our Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. No action has been or will be taken under the requirements of the legislation or regulations of, or of the legal or regulatory authorities of, any jurisdiction, except for the lodgement and/or registration of this Prospectus in Singapore in order to permit a public offering of our Shares and the public distribution of this Prospectus in Singapore. The distribution of this Prospectus and the offering of our Shares in certain jurisdictions may be restricted by the relevant laws in such jurisdictions. Persons who may come into possession of this Prospectus are required by us, the Vendors, the Manager, the Underwriter and the Placement Agent to inform themselves about, and to observe and comply with, any such restrictions at their own expense and without liability to us, the Vendors, the Manager, the Underwriter and the Placement Agent. Persons to whom a copy of this Prospectus has been issued shall not circulate to any other person, reproduce or otherwise distribute this Prospectus or any information herein for any purpose whatsoever nor permit or cause the same to occur. Selling Restrictions in Hong Kong This Prospectus has not been and will not be registered with the Registrar of Companies in Hong Kong. Accordingly, except as mentioned below, this document may not be issued, circulated or distributed in Hong Kong. This document may be issued (i) to professional investors as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any other applicable rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a prospectus as defined in the Companies Ordinance (Cap. 32) of Hong Kong or in a manner which does not constitute an invitation or offer to the public in Hong Kong to subscribe for and/or purchase the Invitation Shares within the meaning of either the Securities and Futures Ordinance or the Companies Ordinance. No advertisement, invitation or document relating to the Invitation Shares, whether in Hong Kong or elsewhere, has been or will be issued, or has been or will be in the possession of any person for the purposes of issue, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Invitation Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors in Hong Kong as defined in the Securities and Futures Ordinance (Cap. 571) and any rules made under that Ordinance. Selling Restrictions in the United Kingdom This document is only addressed to and directed at: (a) in the United Kingdom: (i) persons who are a qualified investor (Qualified Investor) within the meaning of Section 86(7) of the United Kingdom Financial Services and Markets Act 2000 (FSMA); (ii) less than 100 persons other than those who are Qualified Investors; (iii) persons who are a professional client (Professional Client) or an eligible counterparty (Eligible Counterparty) within the meaning given in COBS 3.5.1 and COBS 3.6.1, respectively, of the FSA Conduct of Business Sourcebook as at 1st November 2007; and/or (iv) persons who: (A) have professional experience in matters relating to investments falling within Article 19(5) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the Order); (B) are high net worth companies, unincorporated associations etc. falling within Article 49(2) of the Order; or (C) are certified sophisticated investors within the meaning of Article 50 of the Order; or in other member states of the European Economic Area (EEA), persons who are: (i) a qualified Investor within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC); and/or (ii) a Professional Client or an Eligible Counterparty within the meaning of Article 4(1) (11) and Article 24 (2), (3) and (4), respectively, of Directive 2004/39/EC (MiFID) as MiFID is implemented into national law of the relevant EEA state, (together, Relevant Persons).
(b)
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SELLING RESTRICTIONS
This document has not been approved by an authorised person for the purposes of the FSMA. Any investment to which this document relates in the United Kingdom is available only to (and any investment activity to which it relates will be engaged only with) Relevant Persons. This document is directed in the United Kingdom only at Relevant Persons and persons in the United Kingdom who are not Relevant Persons should not take any action based upon this document and should not rely on it. It is a condition of you receiving this document in the United Kingdom that you warrant to the Placement Agent or its respective designated sub-placement agents that you are a Relevant Person. Selling Restrictions in Switzerland This document is being communicated in Switzerland to a small number of selected investors only. Each copy of this document is addressed to a specifically named recipient and must not be passed on to third parties. The securities, the subject of this document, are not to be offered to the public in Switzerland, and neither this document nor any other offering materials relating to such securities may be distributed in connection with any such public offering.
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(b)
(c)
(d)
Where applications to subscribe for and/or purchase the Invitation Shares to which this Prospectus relates have been made prior to the Stop Order, and: (a) where the Invitation Shares have not been issued and/or sold to you, your application shall be deemed to have been withdrawn and cancelled and our Company (on behalf of itself and the Vendors) shall, within 14 days from the date of the Stop Order, return to you at your own risk all monies you have paid on account of your application for the Invitation Shares, without interest or any share of revenue or other benefit arising therefrom; or where the Invitation Shares have been issued to you, the issue and/or sale of the Invitation Shares shall be deemed to be void and our Company shall (on behalf of itself and the Vendors), within 14 days from the date of the Stop Order, return to you at your own risk all monies you have paid on account of your applications for the Invitation Shares, without interest or any share of revenue or other benefit arising therefrom; or in the case where the Invitation Shares have been transferred to you, the sale of the Invitation Shares shall be deemed to be void and (i) if documents purporting to evidence title have been issued to you, our Company shall, and on behalf of the Vendor shall, within 7 days from the date of the Stop Order, inform you to return such documents to our Company within 14 days from that date, and within 7 days from the date of receipt of such documents (if applicable) or the date of the Stop Order, whichever is the later, or (ii) if no such documents have been issued to you within 7 days from the date of the Stop Order, return to you at your own risk all monies you have paid on account of your applications for the Invitation Shares, without interest or any share of revenue or other benefit arising therefrom.
(b)
(c)
In each of the above instances where monies are refunded to you pursuant to a Stop Order, you will not have any claim against our Company, the Vendors, the Manager, the Underwriter or the Placement Agent.
19
(ii)
20
(b)
where the Invitation Shares have been issued and/or sold to you, our Company shall (on behalf of itself and the Vendors) either: (i) within 2 days (excluding any Saturday, Sunday or public holiday) from the date of lodgement of the supplementary prospectus or replacement prospectus, give you notice in writing of how to obtain, or arrange to receive, a copy of the same and provide you with an option to return to our Company the Invitation Shares, which you do not wish to retain title in, and take all reasonable steps to make available within a reasonable period the supplementary or replacement prospectus to applicants who have indicated they wish to obtain, or who have arranged to receive, a copy of the supplementary or replacement prospectus; or within seven 7 days from the date of lodgement of the supplementary or replacement prospectus, give you the supplementary or replacement prospectus, as the case may be, and provide you with an option to return to our Company the Invitation Shares, which you do not wish to retain title in; or treat the issue and/or sale of our Shares as void, in which case the issue and/or sale shall be deemed void and our Company shall (on behalf of itself and Vendors), within 7 days from the date of lodgement of the supplementary or replacement prospectus, return all monies paid in respect of any application to you at your own risk, without interest or any share of revenue or other benefit arising therefrom.
(ii)
(iii)
If you wish to exercise your option under paragraph (a)(i) and (ii) above to withdraw your application in respect of the Invitation Shares, you shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify our Company of this, whereupon our Company shall (on behalf of itself and the Vendors), within 7 days from the receipt of such notification, return to you all monies you have paid on account of your application for such Invitation Shares, without interest or any share of revenue or other benefit arising therefrom, at your own risk. If you wish to exercise your option under paragraph (b)(i) and (ii) above to return the Invitation Shares issued and/or sold to you, you shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify our Company of this and return all documents, if any, purporting to be evidence of title to those Shares, to our Company, whereupon our Company shall (on behalf of itself and the Vendors), within 7 days from the receipt of such notification and documents, if any, return to you all monies you have paid for those Shares without interest or any share of revenue or other benefit arising therefrom and the issue and/or sale of those Shares shall be deemed to be void. This Prospectus has been prepared solely for the purpose of the Invitation and may only be relied upon by you in connection with your application for the Invitation Shares and may not be relied upon by any other person or for any other purpose. This Prospectus does not constitute an offer of, or invitation or solicitation to subscribe for and/or purchase the Invitation Shares in any jurisdiction in which such offer or invitation or solicitation is unlawful or is not authorised nor does it constitute an offer or invitation or solicitation to any person to whom it is unlawful to make such offer or invitation or solicitation. Copies of this Prospectus and the Application Forms and envelopes may be obtained on request, subject to availability, during office hours from: Daiwa Securities SMBC Singapore Limited 6 Shenton Way #26-08, DBS Building Tower Two Singapore 068809
21
The Application List will close at 12.00 noon on 23 September 2009 or for such further period or periods as our Company and the Vendors may, in consultation with the Manager, in their absolute discretion decide, subject to any limitations under all applicable laws, PROVIDED ALWAYS THAT where a supplementary prospectus or replacement prospectus has been lodged with the Authority pursuant to Section 241 of the Securities and Futures Act, the Application List shall be kept open for at least fourteen (14) days after the lodgement of the supplementary prospectus or replacement prospectus. Details of the procedures for applications to subscribe for and/or purchase the Invitation Shares are set out in Appendix F Terms, Conditions and Procedures for Application and Acceptance of this Prospectus.
22
The above timetable is only indicative as it assumes that the date of closing of the Application List is 23 September 2009, the date of admission of our Shares to the Official List of the SGX-ST will be 25 September 2009, the SGX-STs shareholding spread requirement will be complied with and the New Shares will be issued and fully paid-up prior to 25 September 2009. The actual date on which our Shares will commence trading on a ready basis will be announced when it is confirmed by the SGX-ST. The above timetable and procedures may be subject to such modification as the SGX-ST may, in its discretion, decide, including the commencement date of trading on a ready basis. In the event of any changes in the closure of the Application List or the time period during which the Invitation is open, we will publicly announce the same: (i) through a SGXNET announcement to be posted on the Internet at the SGX-ST website http://www. sgx.com; and in local newspaper(s).
(ii)
Results of the Invitation including the allotment and/or allocation of the Invitation Shares and balloting (in the event of an over-subscription for the Offer Shares) will be provided through the channels in (i) and (ii) above. You should consult the SGX-ST announcement on ready trading date on the Internet (at the SGX-ST website http://www.sgx.com), teletext or the newspapers, or check with your brokers on the date on which trading on a ready basis will commence.
23
THE INVITATION
Invitation Size : 80,000,000 Invitation Shares comprising 2,000,000 Offer Shares and 78,000,000 Placement Shares. The New Shares, which form part of the Invitation, will, upon issue and allotment, rank pari passu in all respects with our existing issued Shares. S$0.295 for each Invitation Share. Our Directors consider that the listing and quotation of our Shares on the Official List of the SGX-ST will enhance our public image and enable us to tap the capital markets for the expansion of our business operations. The Invitation will also provide the members of the public with an opportunity to participate in the equity of our Company. The Offer comprises an invitation by our Company and the Vendors to the public in Singapore to subscribe for and/or purchase the 2,000,000 Offer Shares at the Invitation Price, subject to and on the terms and conditions of this Prospectus. The Placement comprises 78,000,000 Placement Shares by way of placement, subject to and on the terms and conditions of this Prospectus. Our Shares will be quoted on the Official List of the SGX-ST in Singapore dollars, subject to our admission to the Official List of the SGX-ST and permission for dealing in and for quotation of our Shares being granted by the SGX-ST and that no Stop Order is issued by the Authority.
: :
The Offer
The Placement
Listing Status
24
PLAN OF DISTRIBUTION
Prior to the Invitation, there has been no public market for the Invitation Shares. The Invitation Price was determined by us and the Vendors in consultation with the Manager, the Underwriter and the Placement Agent based on, inter alia, market conditions and estimated market demand for our Shares determined through a book-building process. The Invitation Price is the same for all Invitation Shares and is payable in full on application. The Invitation comprises the following: 1) Offer Shares The Offer Shares are made available to the members of the public for subscription and/or purchase at the Invitation Price. Applications for the Offer Shares may be made by way of Offer Shares Application Forms or by way of Electronic Application. The terms and conditions and procedures for application and acceptance are described in Appendix F Terms, Conditions and Procedures for Application and Acceptance of this Prospectus. Pursuant to the terms and conditions contained in the Management and Underwriting Agreement signed between our Company, the Vendors, the Manager and the Underwriter dated 16 September 2009, the Manager has agreed to manage the Invitation and the Underwriter has agreed to underwrite the Offer Shares. The Underwriter may, at its absolute discretion, appoint one or more sub-underwriters. In the event of an under-subscription for the Offer Shares as at the close of the Application List, that number of Offer Shares not subscribed and/or purchased for shall be made available to satisfy excess applications for the Placement Shares to the extent there is an over-subscription for the Placement Shares as at the close of the Application List. In the event of an over-subscription for the Offer Shares as at the close of the Application List where the Placement Shares are fully subscribed and/or purchased or over-subscribed as at the close of the Application List, the successful applications for the Offer Shares will be determined by ballot or otherwise as determined by our Directors and the Vendors, in consultation with the Manager, and approved by the SGX-ST. 2) Placement Shares The Placement Shares are reserved for placement to members of the public and institutional investors at the Invitation Price. Applications for the Placement Shares may only be made by way of Placement Shares Application Forms. The terms, conditions and procedures for application of Placement Shares are set out in Appendix F Terms, Conditions and Procedures for Application and Acceptance of this Prospectus. Pursuant to the terms and conditions in the Placement Agreement signed between our Company, the Vendors and the Placement Agent dated 16 September 2009, the Placement Agent has agreed to subscribe for and/or purchase and/or procure subscriptions and/or purchases of the Placement Shares at the Invitation Price. The Placement Agent may, at its absolute discretion, appoint one or more sub-placement agents. In the event of an under-subscription for the Placement Shares as at the close of the Application List, that number of Placement Shares not subscribed for and/or purchased shall be made available to satisfy excess applications for the Offer Shares to the extent that there is an over-subscription for the Offer Shares as at the close of the Application List. Subscribers and/or purchasers of Placement Shares may be required to pay a brokerage up to 1.0% of the Invitation Price (plus prevailing Singapore goods and services tax thereon, if applicable), as well as stamp duties and other similar charges. None of our Controlling Shareholders or our Directors intends to subscribe for and/or purchase Shares in the Invitation.
25
PLAN OF DISTRIBUTION
None of the members of our Companys management or our employees intends to subscribe for and/or purchase more than five per cent. (5.0%) each of the Invitation Shares in the Invitation. To the best of our knowledge, we are unaware of any person who intends to subscribe for and/or purchase more than five per cent (5.0%) of the Invitation Shares. However, through a book-building process to assess market demand for our Shares, there may be persons who may indicate their interests to subscribe for and/or purchase more than five per cent. (5.0%) of the Invitation Shares. If such persons were to make an application for more than five per cent. (5.0%) of the Invitation Shares pursuant to the Invitation and subsequently be allotted and/or allocated such number of Shares, we will make the necessary announcements at an appropriate time. The final allotment and/or allocation of Shares will be in accordance with the shareholding spread and distribution guidelines as set out in Rule 210 of the Listing Manual. Further, no Share shall be allotted and/or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus. Please also refer to the section entitled Management, Underwriting and Placement Arrangements of this Prospectus for further details on our Management and Underwriting Agreement and Placement Agreement.
26
Use of Proceeds (a) Construction of new premises at the Jiangnan High-Tech Information Industrial Zone, Quanzhou City, Fujian Province ( ) Expansion of production capacity and facilities Promoting GRAT.UNIT () and increasing marketing effort Enhancing R&D capabilities Working Capital
S$000 8,000
(b)
3,000
15.7
0.157
(c)
3,000
15.7
0.157
(d) (e)
1,000 813
5.2 4.2
0.052 0.042
Invitation Expenses to be borne by our Company (a) (b) (c) Listing expenses Professional fees Underwriting commission, placement commission and brokerage Miscellaneous expenses 61 1,838 958 0.3 9.6 5.0 0.003 0.096 0.050
(d)
505 19,175
2.6 100.0
0.026 1.000
Based on the exchange rate of S$1.00 to RMB4.750 as at the Latest Practicable Date.
27
28
(b)
(c)
29
(e)
(f)
(g)
(h)
(i)
which event or events shall in the opinion of the Manager (i) result or be likely to result in a material adverse fluctuation or adverse conditions in the stock market in Singapore or elsewhere or (ii) be likely to prejudice the success of the subscription or offer and/or purchase of the Invitation Shares (whether in the primary market or in respect of dealings in the secondary market) or (iii) make it impracticable, inadvisable, inexpedient or uncommercial to proceed with any of the transactions contemplated in the Management and Underwriting Agreement or (iv) be likely to have an adverse effect on the business, trading position, operations or prospects of our Company or of our Group as a whole or (v) be such that no reasonable underwriter would have entered into the Management and Underwriting Agreement or (vi) result or be likely to result in the issue of a stop order by the Authority pursuant to the SFA, or (vii) make it uncommercial or otherwise contrary to or outside the usual commercial practices of underwriters in Singapore for the Manager to observe or perform or be obliged to observe or perform the terms of the Management and Underwriting Agreement. Daiwa Securities SMBC Singapore Limited may terminate the Management and Underwriting Agreement if: (a) at any time up to the commencement of trading of our Shares on the SGX-ST, a Stop Order shall have been issued by the Authority in accordance with Section 242 of the SFA, whereupon the Management and Underwriting Agreement shall forthwith terminate and Daiwa Securities SMBC Singapore Limited shall be released and discharged from its obligations but without prejudice to their rights under or arising out of the Management and Underwriting Agreement, and the Management and Underwriting Agreement shall be of no further effect and (save for any antecedent breaches) no party to the Management and Underwriting Agreement shall have any claim or liability against the others for costs, damages, compensation or otherwise, except that our Company and the Vendors shall continue to be bound by their joint and several obligations to pay or make payment of the agreed management fee (and the associated termination fee) to Daiwa Securities SMBC Singapore Limited free from deduction or withholding for or on account of any taxes, duties or other levies (including but not limited to any taxes, duties or levies on the supply of goods and services), and our Company and the Vendors shall bear any tax, duty or levy payable by Daiwa Securities SMBC Singapore Limited arising from or in connection with The Goods and Services Tax Act (Chapter 117A) of Singapore in respect of the fees and/or commissions receivable by Daiwa Securities SMBC Singapore Limited under the Management and Underwriting Agreement in the proportion in which the number of the Invitation Shares offered by each of them bears to the total number of the Invitation Shares; or 30
(iii)
that is materially adverse from the point of view of an investor; or (c) our Shares have not been admitted to the Official List of the SGX-ST on or before 25 September 2009 (or such other date as our Company, the Vendors and the Manager may agree).
The obligations under the Placement Agreement are conditional upon the Management and Underwriting Agreement not being determined or rescinded pursuant to the provisions of the Management and Underwriting Agreement. In the case of the non-fulfilment of any of the conditions in the Management and Underwriting Agreement or the release or discharge of Daiwa Securities SMBC Singapore Limited from its obligations under or pursuant to the Management and Underwriting Agreement, the Placement Agreement shall be terminated and the parties shall be released from their respective obligations under the Placement Agreement. In the event that the Management and Underwriting Agreement and/or the Placement Agreement is terminated, our Company reserves the right, at our absolute discretion, to cancel the Invitation. Save as disclosed and save for Daiwa Securities SMBC Singapore Limiteds role as the Manager, the Underwriter and the Placement Agent in connection with the Invitation, we do not, in the reasonable opinion of our Directors, have any material relationship with Daiwa Securities SMBC Singapore Limited.
31
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and is subject to, the more detailed information and financial statements (including the notes thereto) appearing elsewhere in this Prospectus. You should carefully consider all the information presented in this Prospectus, particularly the matters set out in the section entitled Risk Factors of this Prospectus before making an investment decision. OUR GROUP On 29 February 2008, our Company was incorporated in Singapore under the Companies Act as a limited liability company by shares under the name of Great Group Holdings Pte. Ltd.. On 22 June 2009, in connection with the Invitation, we were converted into a public limited company and changed our name to Great Group Holdings Limited. Our Group comprises our Company and our three wholly-owned subsidiaries, namely Fujian Great and Quanzhou Great in the PRC and Great Worldwide in the BVI. OUR BUSINESS Our Group is principally engaged in the design, manufacture, distribution and sales of mens and womens undergarments. We also manufacture and sell childrens and infants apparel. Our operations are principally based in the PRC. Our principal business activities can be categorised as follows: contract manufacturing of: mens and womens undergarments generally carried out on an ODM basis; and childrens and infants apparel generally manufactured on an OEM basis, which are mainly sold directly to owners of international brands and retail chains or through their purchasing agents or through trading companies mainly based in the PRC; manufacture and sale in the PRC of mens undergarments bearing our own GRAT.UNIC ( ) brand which are sold through various points of sales in the PRC. We also manufacture and sell in the PRC a limited range of womens undergarments bearing our own GRAT.UNIC () brand. Our GRAT.UNIC () brand of mens and womens undergarments is targeted at the middle to upper class consumer segments in the PRC with a preference for branded, high quality undergarments that are fashionable and comfortable; and manufacture and sale in the PRC of mens undergarments bearing the Superman trademark licensed from Warner Bros. Consumer Products Inc.. Further details of our business are set out in the section entitled "Business Overview" of this Prospectus.
32
PROSPECTUS SUMMARY
OUR FINANCIAL PERFORMANCE Our financial performance for the Relevant Period is summarised below. Please refer to the section entitled Managements Discussion and Analysis of Financial Condition and Results of Operations of this Prospectus for further details. Audited FY2007 262,286 56,463
The financial information presented in Singapore dollars has been translated for the sole purpose of investor convenience and has not been audited. These translations are made with reference to the RMB/S$ exchange rate as shown in the section entitled Exchange Rates of this Prospectus and should not be construed as a representation that S$1.00 actually represent such RMB or could be converted into RMB at the rates indicated or any other rate.
OUR COMPETITIVE STRENGTHS Our Directors consider the following to be our core competitive strengths: (i) (ii) We have implemented a stringent quality inspection and quality control system; We have received industry recognition for our GRAT.UNIC () brand of undergarments which are targeted at the middle to upper class consumers; We have established an extensive sales and distribution network in PRC; We have established strong relationships with our customers; We have an experienced and professional management team; Our production facilities are strategically located; and We engage in continuous product design and development.
A detailed discussion of our competitive strengths is set out in the section entitled Competitive Strengths of this Prospectus. OUR PROSPECTS Our Directors believe that barring any unforeseen circumstances, our Groups prospects and the overall outlook of our business is favourable due to the following factors: (i) there was a growing demand for clothing contract manufacturing services, especially contract manufacturing undergarments and childrens and infants apparel offered in the PRC and expect this trend to continue. with increasing sophistication and brand awareness of consumers, there exists strong growth potential in the PRC market for our GRAT.UNIC () products.
(ii)
33
PROSPECTUS SUMMARY
Please refer to the section entitled Prospects of this Prospectus for a detailed discussion of our prospects. OUR BUSINESS STRATEGIES AND FUTURE PLANS Our business strategies and future plans for the growth and expansion of our businesses are as follows: (i) (ii) To expand our production capacity and facilities; To promote our GRAT.UNIC () brand within the PRC as well as to increase our marketing efforts for our contract manufacturing services and products; To enhance our R&D capabilities; To expand the range of our products; To enhance our logistics system; and To consider acquiring potential business in apparel and garments industry.
A detailed discussion of our business strategies and future plans is set out in the section entitled Business Strategies and Future Plans of this Prospectus. WHERE YOU CAN FIND US Our principal place of operations is in the PRC. Our registered office is located at 8 Cross Street, #1100 PWC Building, Singapore 048424 and our business address is Linjiang Industrial Zone, Nanhuan Road, Licheng District, Quanzhou City, Fujian Province, the PRC ( ). Our telephone number is (86) 595 28980997 and our facsimile number is (86) 595 28050997. Our internet address is http//:www.asia-great.com. Information contained on our website does not constitute part of this Prospectus.
34
INVITATION STATISTICS
INVITATION PRICE NAV
(1)
29.50 cents
NAV per Share based on the combined audited balance sheet of our Group as at 31 December 2008: (a) before adjusting for the estimated net proceeds from the issue of the New Shares and based on our Companys pre-Invitation share capital of 200,000,000 Shares after adjusting for the estimated net proceeds from the issue of the New Shares and based on our Companys post-Invitation share capital of 265,000,000 Shares 16.32 cents
(b)
18.29 cents
Premium of Invitation Price per Share over the NAV per Share as at 31 December 2008: (a) before adjusting for the estimated net proceeds from the issue of the New Shares and based on our Companys pre-Invitation share capital of 200,000,000 Shares after adjusting for the estimated net proceeds from the issue of the New Shares and based on our Companys post-Invitation share capital of 265,000,000 Shares
(2)
80.71%
(b)
61.31%
EPS
Historical net EPS of our Group for FY2008 based on our Company preInvitation share capital of 200,000,000 Shares Historical net EPS of our Group for FY2008 based on our Company preInvitation share capital of 200,000,000 Shares, assuming that the Service Agreement had been in place from the beginning of FY2008 PRICE EARNINGS RATIO Historical price earnings ratio based on the Invitation Price and the historical net EPS of our Group for FY2008 Historical price earnings ratio based on the Invitation Price and the historical net EPS of our Group for FY2008, assuming that the Service Agreement had been in place from the beginning of FY2008 NET OPERATING CASH FLOW
(3)
7.20 cents
7.15 cents
4.10 times
4.13 times
Historical net operating cash flow per Share of our Group for FY2008 based on our Companys pre-Invitation share capital of 200,000,000 Shares Historical net operating cash flow per Share of our Group for FY2008 based on our Companys pre-Invitation share capital of 200,000,000 Shares, assuming that the Service Agreement had been in place from the beginning of FY2008
1.44 cents
1.39 cents
35
INVITATION STATISTICS
PRICE TO NET OPERATING CASH FLOW RATIO Ratio of Invitation Price to historical net operating cash flow per Share of our Group for FY2008 based on our Companys pre-Invitation share capital of 200,000,000 Shares Ratio of Invitation Price to historical net operating cash flow per Share of our Group for FY2008 based on our Companys pre-Invitation share capital of 200,000,000 Shares, assuming that the Service Agreement had been in place from the beginning of FY2008 MARKET CAPITALISATION Our market capitalisation based on the post-Invitation share capital of 265,000,000 Shares at the Invitation Price
Notes: (1) (2) (3) NAV as at 31 December 2008 is computed based on exchange rate of RMB4.760 to S$1.00, being the closing rate as at 31 December 2008. The EPS for FY2008 is computed based on exchange rate of RMB4.920 to S$1.00, being the average rate for FY2008. Net operating cash flow is defined as net cash provided by operating activities which is derived from net profit after adjustments as set out in Appendix A Independent Auditors Report on the Combined Financial Statement for the Financial Years ended 31 December 2006, 2007 and 2008. Net operating cash flow is calculated based on exchange rate of RMB4.920 to S$1.00, being the average rate for FY2008.
20.45 times
21.17 times
S$78.18 million
36
RISK FACTORS
Prospective investors should carefully consider and evaluate each of the following considerations and all other information set forth in this Prospectus before deciding to invest in our Shares. To the best of our Directors knowledge and belief, all risk factors that are material to investors in making an informed judgement have been set out below. If any of the following considerations and uncertainties develop into actual events, our business, financial conditions, results of operations and prospects could be materially and adversely affected. In such cases, the trading price of our Shares could decline and you may lose all or part of your investment in our Shares. This Prospectus also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual results may differ materially from those anticipated by these forwardlooking statements due to certain factors including the risks and uncertainties faced by us, as described below and elsewhere in this Prospectus. RISKS RELATING TO OUR BUSINESS We are vulnerable to the uncertain economic outlook Our business is, to a large extent, subject to the general economic conditions in the markets that we operate in, be it domestically or overseas. Factors such as the demand of the end consumers for our products and the delivery schedule can affect our business operations. A more cautious consumer spending behaviour is observed during periods of economic downturn, which in turn will affect the overall demand for our products. As a result, our GRAT.UNIC () brand of products which are targeted at the middle to upper class consumer segments in the PRC and which are higher-priced, may not gain a wide level of market acceptance as anticipated by our Group. Products sold by our overseas contract manufacturing customers are predominantly household brands with basic designs which are reasonably priced and targeted at the mass market and which are believed to be more popular and less volatile in view of their practicality and value-for-money compared to those with fashionable or complex designs. As such, we believe that there will be a continuous demand for our contract manufacturing products. There is, however, no assurance that the demand for our contract manufacturing products would not be adversely affected. Given the uncertainties as to the future economic outlook, we cannot give any assurance that we will be able to maintain our existing level of orders for our contract manufacturing products and for products bearing our GRAT.UNIC () brand and Superman licensed trademark or that we will be able to react promptly to any change in economic conditions. In the event we fail to react promptly to the changing economic conditions, our performance and profitability could be adversely affected. There is also no assurance that the factors which have contributed to the success of our Group during the past few years will continue to occur in the future. Our business performance, future plans and operations will be adversely affected if these conditions deteriorate in the future. We are exposed to risks arising from credit terms extended to our customers We are exposed to payment delays and/or defaults by our customers who are granted credit terms. These customers may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons resulting from the current disruption in the global credit markets. As at 31 December 2008, our trade receivables balance was approximately RMB80.9 million, which accounted for approximately 40.2% of our current assets balance. Our Group typically extends to our customers credit terms of up to 90 days. For FY2006, FY2007 and FY2008, our average trade receivable turnover days are 37 days, 53 days and 63 days respectively. Therefore, our financial position and profitability are dependent on the creditworthiness of our customers. The Group has factored export trade receivables with carrying amounts of approximately RMB2.2 million, RMB3.9 million and RMB22.3 million to banks in exchange for cash during the Relevant Period. The transactions have been accounted for as collateralised borrowing as the banks have full recourse to the Group in the event of default by the debtors.
37
RISK FACTORS
As a result of the current global economic downturn, we are exposed to credit risks due to the inherent uncertainties in our customers business environment, particularly those of our major overseas customers, most of whom are based in the EU. We are subject to the risk that our overseas customers may default in payment. In November 2008, we obtained an export credit insurance to cover such losses of up to US$5.0 million. Please refer to the section entitled Insurance of this Prospectus for more information. Although there has been no material collection problem for trade receivables or bad debts in the Relevant Period and up to the Latest Practicable Date, there is no guarantee as to whether our customers will be able to fulfill their debt obligations in the future. Any inability on the part of our customers to pay or pay on time, such amounts due to us may have a material adverse impact on our financial performance and operating cash flow. Please refer to the section entitled Credit Management of this Prospectus for more details. We are exposed to risks arising from advances made to our suppliers In FY2008, we have over 300 suppliers, including one-off suppliers due mainly to the variety and wide range of our product offerings. We may be required to place advances with our suppliers for the following circumstances: (i) when ordering from new suppliers; (ii) when ordering customised raw materials with the existing suppliers; and (iii) to secure better pricing for large orders. We have advances of RMB50.2 million placed with 290 suppliers as at 31 December 2008 and RMB50.1 million placed with 205 suppliers as at the Latest Practicable Date. During the Relevant Period, the largest amount of deposit we placed with our suppliers were RMB14.1 million, RMB26.3 million and RMB62.1 million respectively on an aggregate basis (based on month-end balances). As at the Latest Practicable Date, advances of between RMB1.1 million and RMB5.4 million have been made to eight suppliers. We are exposed to defaults by our suppliers with whom we have placed advances. These suppliers may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons resulting from the current disruption in the global credit markets. Although there has been no default from advances to our suppliers in the Relevant Period and up to the Latest Practicable Date, there is no guarantee that they will be able to fulfill their obligations in the future. Any inability on the part of our suppliers to fulfill their obligations may have a material adverse impact on our financial performance and operating cash flow. Please refer to the section entitled Credit Management of this Prospectus for more details. We may not be able to successfully implement our expansion plan We intend to expand our business by expanding our production capacity and facilities as described in the section entitled Business Strategies and Future Plans of this Prospectus although our current production facilities are not fully utilised. There is no assurance that our business expansion will be successful or lead to an increase in our profits as our business expansion plan entails a number of risks, including but not limited to capital expenditure incurred in respect of the cost of setting up new production facility and working capital requirement. It is estimated that we will incur a total cost of approximately S$26.0 million to finance the construction of new production premises and the acquisition of additional production lines. As our new production facilities will be newly established, there is no assurance that it will be able to meet its targeted operating efficiency. Failure to do so will result in us not being able to realise our expected financial returns and may adversely affect our business and financial performance. To tap on the potential growing demand for our products and in anticipation that higher production capacity required to cater for this growing demand shall exceed the current production capacity even on a full utilisation rate basis, we intend to increase our existing production capacity by 100%. However, we cannot give any assurance that we will be able to secure sufficient orders to fully utilise our production facilities. The increase in capital expenditure without corresponding increase in revenue will have an adverse impact on our profitability and financial performance.
38
RISK FACTORS
Our ability to recruit and retain relevant qualified employees and to control our costs will be crucial in order to manage any future growth of our operation and personnel resulting from our business expansion. In the event that we fail to manage our business expansion, our business and financial performance will be adversely affected. We are susceptible to fluctuations in the prices of raw materials and the availability of such raw materials The main raw materials that we use in the manufacture of our products include fabrics, yarn, spandex, elastic bands, lace and accessories. Accordingly, our operations may be vulnerable to fluctuations in the supply and market prices of these raw materials. For FY2006, FY2007 and FY2008, the cost of our raw materials accounted for approximately 80.7%, 86.6% and 88.6% of our total cost of sales respectively. Any significant increase in prices of our main raw materials will adversely impact on our profitability and financial performance if we are unable to pass on such price increases to our customers or if we are unable to find alternative sources of raw materials at equivalent or competitive prices. In addition, in the event that any of our suppliers ceases or limits the supply of raw materials to us or is unable to deliver the raw materials that we require on time, we may face difficulty in obtaining sufficient quantities of raw materials for our business operations and this will adversely affect our business and financial performance. As at the Latest Practicable Date, we have not experienced any material price fluctuations or shortage in the supply of raw materials. We are exposed to risks associated with outsourcing the production of some of our contract manufacturing products to a third party contract manufacturer We have outsourced the production of some of our contract manufacturing products to a third party manufacturer in the PRC. As at the Latest Practicable Date, the total amount of cost of sales relating to such outsourcing accounted for less than 10% each of our turnover and cost of sales respectively. While we select our third party manufacturer by assessing his technical expertise, financial strength and track record, there is no assurance that the third party manufacturer whom we rely upon will not default in the delivery of our products or will be able to conform to our customers specifications and requirements. In the event our third party manufacturer fails to produce our contract manufacturing products in accordance with the specifications of our customers on a timely basis, we may face delays in the delivery of, or be unable to meet demand for our contract manufacturing products as we remain accountable to our customers in respect of the contract manufacturing products. This would in turn have an adverse impact on our financial performance and profitability. In addition, any failure by such third party manufacturer to satisfy product standards and safety requirements prescribed by our customers and regulatory authorities may adversely affect our reputation in the industry and our ability to continue to provide contract manufacturing services to our customers. This may in turn adversely affect our business operation, prospects and financial condition. We may not be able to sustain our current growth in sales as we do not have any long-term contracts with our customers to whom we provide contract manufacturing services Our contract manufacturing services are entirely operated on an order-by-order basis and we do not enter into long-term contracts for such services with our customers. As such, our sales may fluctuate depending on our customers orders. The future growth of our business depends on our ability to maintain and increase the orders for our products from our existing customers and our ability to procure new customers. In the event that these customers cease or significantly reduce their purchase of our merchandise, or we are unable to maintain good relationship with our customers to whom we provide contract manufacturing services or we are unable to obtain substitute orders of comparable size in a timely manner, our profitability and financial performance will be adversely affected.
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We may fail to successfully build up our GRAT.UNIC () brand and any negative publicity on our brand will adversely affect our performance and prospects We first launched our own range of mens undergarments and womens undergarments under our GREAT () brand in the PRC in February 2006. We subsequently re-branded our undergarments merchandise under the GRAT.UNIC () brand in March 2007. To create market awareness and promote our own range of undergarments, we adopted various marketing strategies as described under the section entitled Sales and Marketing of this Prospectus. We, however, face strong competition in the mens undergarment industry in the PRC from several domestic and established international brands who may engage in aggressive marketing campaigns or reduce their selling prices to vie for consumers attention and greater market share in the industry. Should we be unable to build the recognition and distinctiveness of our GRAT.UNIC () brand, we may not be able to capture market share successfully and our prospects and profitability will in turn be adversely affected. In addition, consumer perception of our brand may be affected by various factors such as negative publicity if we are unable to maintain the quality of our products or if the retail activities of our distributors and retailers are poorly managed. In such event, any adverse publicity against our brand may erode the consumers confidence and perception of our products and consequently, we may not achieve the consumers acceptance level as planned. As a result, our profitability and financial performance will be adversely affected. We are dependent on our established network of distributors Our GRAT.UNIC () brand and Superman licensed trademark of undergarments are sold through various points of sales comprising specialty stores or dedicated shelf spaces located strategically in shopping malls, departmental stores and commercial areas of major cities in the PRC. We sell directly to these points of sales or through our distribution networks. This is a strategic arrangement by our Group so as to minimise our Groups capital expenditure in establishing our own direct retail stores. Hence we are dependent on our relationship with our network of distributors and retailers to effectively market and sell our GRAT.UNIC () brand and Superman licensed trademark merchandise in the PRC. Please refer to the section entitled Sales and Marketing of this Prospectus for further details. Should we fail to maintain a close working relationship with our distributors and retailers, our results of operation and financial position will be adversely affected. We may face product liability claims which are costly and may result in negative publicity We undertake contract manufacturing of undergarments and childrens and infants apparel. We also manufacture and sell undergarments under our own GRAT.UNIC () brand and under Superman trademark which has been licensed to us for used in the PRC (including Hong Kong and Macau). Whilst we adhere to stringent quality control procedures during our production process, there is no assurance that our products will be free from defects. Any production accident or negligence by our production staff during the production process may result in defects in our products and render them unsuitable or unsafe for their intended use. If any of our products are found to be unsafe or unfit for its intended purpose, we may face product liability claims from consumers arising from injuries, loss or damages suffered by them. As we do not maintain any product liability insurance, the occurrence of any product liability claim brought against us, with or without merit, could harm our reputation in the industry and lead to significant legal fees which will adversely affect our financial position, business operations and prospects. We are subject to foreign exchange risk As at the Latest Practicable Date, our revenue is mainly denominated in RMB and US$. In FY2006, FY2007 and FY2008, approximately 63.6%, 32.5% and 27.3% respectively of our revenue were denominated in RMB whilst 36.4%, 67.5% and 70.1% respectively of our revenue were denominated in US$. Our costs of sales are denominated in RMB. During the Relevant Period and up to the Latest Practicable Date, all of our total purchases were denominated in RMB.
40
RISK FACTORS
To the extent that our revenue and purchases are not matched in the same currency and to the extent that there are timing differences between invoicing and collection or payment, as the case may be, we are exposed to any adverse fluctuations of US$ against RMB or vice versa. To mitigate our foreign exchange exposure risk, we have entered into foreign exchange forward contracts to hedge our foreign exchange exposure. Please refer to the section entitled Managements Discussion and Analysis of Financial Condition and Results of Operations Foreign Exchange Management for further details on our Groups hedging policy. However, there is no assurance that such measures will be sufficient in hedging against all foreign currency fluctuations. In the event that we are not able to sufficiently hedge our foreign exchange exposure, and should there be any significant fluctuations on the exchange rate of RMB and US$, our financial position may be adversely affected. We may have to relocate from our office and production facilities located in Ruiming Building, Linjiang Industrial Zone, Nanhuan Road, Licheng District, Quanzhou City ( ) as the lessor of these premises do not possess the requisite building certificates in respect of these premises As at the Latest Practicable Date, we operate four production lines located at Ruiming Building, Linjiang Industrial Zone, Nanhuan Road, Licheng District, Quanzhou City ( ) as described in more details in the section entitled Properties and Fixed Assets of this Prospectus, which represents approximately 22.2% of our total 18 production lines of our Group. The lessor of these premises, Ruiming Industry and Trade Co., Ltd. () does not possess the relevant building ownership certificate in respect of these premises and as such, the lessor does not have the legal capacity to lease these premises to us and we may be required to vacate these premises. Yuan Tai Law Offices, the Legal Advisers to our Company on PRC Law, have, for the purpose of this Prospectus, advised on 27 July 2009 that other than the risk that we may have to relocate from these premises, we do not face other legal liabilities under the PRC law which may arise from the lease where the lessor of these premises does not possess the relevant building ownership certificate in respect of these premises. Although we estimate our relocation costs to be approximately between RMB100,000 to RMB200,000, any relocation is also likely to involve costs which cannot be quantified at present, such as disruption to the production process and business operations during the relocation. In the event that such further costs arise and are significant, our financial performance and profitability will be adversely affected. We may be exposed to possible infringements of our intellectual property rights and the availability of counterfeit GRAT.UNIC () and GREAT () products in the market We believe that our trademarks are an integral aspect of our Groups strategy on branding and play a key role in increasing brand awareness for our products. We currently own GRAT.UNIC, and trademarks in the PRC and are in the process of transferring certain trademarks including GREAT from our Executive Chairman and CEO, Weng Wenwei to our Group. We are also in the process of applying for the registration of other trademarks in the PRC for the branding, marketing and sale of our products. In addition, we have been granted an exclusive licence by Mr Weng to use several patents in the PRC for mens undergarment designs. Further information on our intellectual property rights are set out in the section entitled Intellectual Property of this Prospectus. However, there is no assurance that our intellectual property rights will not be infringed. In the event that other parties infringe our intellectual property rights by unlawfully passing off their merchandise under our brand names, or by infringing on our patents, we may face great difficulties and costly litigation in order to fully protect our intellectual property rights which may in turn affect our profitability. There can also be no assurance that our trademarks pending registration will be registered by the relevant authorities in the PRC. In the event that our trademark applications are not approved for registration, we will have no legal recourse to prevent the use of such trademarks by third parties. We are not aware of any violations or infringements of our intellectual property rights from the Relevant Period and up to the Latest Practicable Date. However, there is no assurance that measures taken by us to protect our trademarks will be adequate to prevent brand infringement, product imitation and counterfeit 41
RISK FACTORS
by third parties. In the event that we are unsuccessful in preventing the abuse of our intellectual property rights, the availability of counterfeit goods in the market may reduce the demand for our products and this would adversely affect our brand reputation, operating results and financial condition. We may inadvertently infringe third-party intellectual property rights We may be subject to legal suits if we infringe third party intellectual property rights. Our intellectual property rights and proprietary know-how may be subject to dispute and it is possible that there is competing technical know-how vested in third parties. As at the date of this Prospectus, we are not aware of any violations or infringements of intellectual property rights of third parties by us. However, there is no assurance that third parties may not assert claims against us that we have infringed their intellectual property rights. These is also no assurance that as we develop design and marketing methods for our products, we will not inadvertently infringe the intellectual property rights of third party. Any such claims, with or without merit, could be time consuming, result in costly litigation and diversion of technical and management personnel, cause product shipment delays, require us to develop non-infringing products or enter into licensing agreements. Such licensing agreements, if required, may not be available on terms acceptable to us or at all. In the event of a successful claim of intellectual property rights infringement against us and our failure or inability to develop non-infringing products or to license the infringed intellectual property rights in a timely or cost-effective basis, our business, operations and financial performance will be adversely affected. Some of the international brand owners we have relationships with are sensitive about environmental and social responsibility standards and any perception on their part that we may fail to meet those standards could adversely affect our operations and profitability Apparel brand owners have become increasingly sensitive about their reputations with respect to environmental and social responsibilities. Accordingly, certain international brand owners (including some of whom we have relationships with) may require undergarment manufacturers to meet certain environmental standards, corporate social responsibility standards and/or social responsibility standards set forth by governmental or non-governmental organizations. In January 2008, we received the SA 8000:2001 as a testimony of our compliance with global social accountability standards for having in place a fair and equitable work environment. As at the Latest Practicable Date, our Directors are not aware of any failure on our part to meet the environmental standards, corporate social responsibility standards, and social or regulatory environmental requirements (if any) of our customers. In the event that we fail to fulfill these standards or if we are publicly perceived to have failed to fulfill those standards or if we are otherwise publicly associated with poor environmental or social responsibility standards, we may face complaints or claims from our customers or experience decreased business from our customers which could adversely affect our operations and financial performance. There is no assurance that we may continue to be in compliance with the product standards and safety requirements prescribed by customers and regulatory authorities Our contract manufacturing products are mainly exported to owners of international brands and retail chains in various countries such as the Netherlands, Germany, Spain and UK. To qualify as a supplier to these overseas customers, we may be required to comply with certain standards and obtain certifications in relation to product standards and safety requirements such as the Oeko-Tex Standard 100 certification. In the event that there is any change in the product standards and/or safety requirements, and if we are unable to comply with the revised standards or requirements and obtain the requisite certifications, we may not be able to continue providing our contract manufacturing services to these overseas customers and this will in turn adversely affect our financial performance. We are reliant on our management team, in particular our Executive Chairman and CEO, Weng Wenwei We attribute our success to the leadership and contributions of our management team comprising our Executive Directors and Executive Officers, in particular our Executive Chairman and CEO, Weng Wenwei, who are responsible for implementing our business plans and driving our growth.
42
RISK FACTORS
In addition to being familiar with our business, our management team has established strong relationships with our customers and suppliers. Our continued success is therefore dependent to a large extent on our ability to retain our key management personnel. The loss of our key management staff without suitable and timely replacements or our inability to attract and retain experienced personnel may adversely affect the business and future growth of our Group. We operate in a highly competitive industry As our manufacturing operations in Fujian Province, the PRC are located amongst clusters of textile and garment industries, there are many undergarment and childrens and infants apparel manufacturers who may offer similar services and products. As such, we face keen competition from these manufacturers for our contract manufacturing business. As for our GRAT.UNIC () brand of products, our Directors believe that our competitors include well-known international brands and PRC domestic brands of undergarments. Some of these competitors may have significantly greater financial, technical and marketing resources, stronger brand name recognition and larger existing customer base than our Group. Our Directors also believe that these competitors may have the ability to offer more competitive pricing, respond more quickly to new or emerging technologies, adapt more quickly to changes in customer requirements and devote greater resources to the development, promotion and sales of their products and services than us. Amid the current global economic downturn, the owner of international brands and retail chains who outsource their manufacturing requirements to undergarment, childrens and infants apparel contract manufacturers in the PRC may become more cost-conscious. Accordingly, we may lose our existing overseas customers to our competitors if we fail to maintain our competitiveness in terms of pricing, product offerings and services. Increased competition may result in price reduction, reduced margin and loss of market share, any of which could materially and adversely affect our results of operations. In the event that we are not able to remain competitive and compete effectively with existing or new competitors in the future, our profitability and operations will be adversely affected. Please refer to the sections entitled Competition and Competitive Strengths of this Prospectus for more information on our major competitors and competitive strengths. We may not be able to respond to fashion and market trends successfully and produce commercially viable products We believe our success depends on our ability to keep abreast of changing fashion and market trends and to produce commercially viable merchandise with sufficient mass market appeal. Our design team in our R&D Department, together with our sales and marketing staff is responsible for developing new designs for our mens and womens undergarments. There is however no assurance that all new designs that we develop will be commercially viable or successful. If we are unable to continuously develop products which appeal to customers and meet the changing fashion trends and customer needs such that our products will be commercially viable, our profitability and operating results will be adversely affected. In the long term, this could also lead to a loss or diminution in the commercial value of our GRAT.UNIC () brand. We may be affected by the shortage of skilled employees and any significant increase in labour cost in the PRC Our business is labour intensive and our continued success depends in part on our ability to attract, motivate and retain a sufficient number of skilled employees such as designers, seamstresses and other operational personnel. Any failure to recruit a sufficient number of skilled personnel to support our business operations or any material increase in employee turnover rates could have an adverse impact on our business operations and financial performance. Competition for skilled employees may require us to pay higher wages to attract and retain sufficient and capable employees. In the event of any substantial increase in labour costs, our profitability and financial performance may be adversely affected.
43
RISK FACTORS
Our labour costs will also be affected by increases in the mandatory minimum wage guidelines prescribed by the local government in Fujian, the PRC, where our production facilities are located. In the event of an increase in any of the minimum wage requirements, we would need to increase the wages of our affected employees and we may also need to increase the wages of other employees who are paid above the minimum wage due to higher pay expectations. This will result in an increase in our costs of operations. Consequently, if we are not able to pass on the increased labour costs to our customers, our financial performance will be adversely affected. We may be affected by the legal, social, economic and political conditions in the countries/ territories where our customers are based We sell our GRAT.UNIC () brand and Superman licensed trademark of merchandise to customers within the PRC through various points of sales in the PRC while sales of our contract manufacturing merchandise are export-oriented. Accordingly, the sales of our products may be affected by changes in the social, economic, political and regulatory conditions in the countries in which our customers are based. Factors such as fluctuations in exchange rates, economic recession, inflation, changes in government or regulatory policies, changes in labour policies and environmental policies, implementation of trade and non-trade barriers can affect our operations and financial results. Our revenue and profits will be adversely affected if there is any change in policies and/or other economic and/or political developments and/or general consumer spending behaviour that may have a negative impact on our operations and business. Overseas countries that our products are sold in may impose import restrictions on our products. Specifically, we may be affected by changes in laws and regulations in the PRC and the EU relating to the export of textiles and clothing products from the PRC to the EU For FY2008, approximately 87.6% of our revenue was derived from sales of our merchandise exported either through purchasing agents of or through trading companies mainly based in the PRC, or directly to our overseas customers to whom we provide contract manufacturing services. Most of these customers are based in the EU countries such as the Netherlands, Germany, Spain and UK. In 2005, 2006 and 2007, the PRC authorities had imposed export quotas limiting the export of certain textile and clothing products to the EU pursuant to an agreement between the EU and the PRC in June 2005. This agreement affected the export of ten categories of products from the PRC to the EU, namely pullovers, mens trousers, blouses, T-shirts, dresses, cotton fabrics, bras, flax yarn, bed linen, table and kitchen linen. With effect from 1 January 2008, export quotas were lifted pursuant to an announcement by the PRC Ministry of Commerce in November 2007, and a company exporting textile products from the PRC to the EU was no longer subject to export quotas save for eight categories of products, namely T-shirts, pullovers, mens trousers, blouses, dresses, bras, bed linen and flax yarn, which had to be prequalified from the PRC. Other than our mens top undergarments (which are classified as T-shirts) and bras which had to be pre-qualified for export, other types of undergarments that we manufacture were not affected. Our PRC subsidiary, Quanzhou Great was pre-qualified for having met the relevant pre-requisites imposed by the PRC authorities for the export of our products, namely, bras and mens top undergarments from the PRC to the EU. Though one of our PRC subsidiaries, Fujian Great, was not pre-qualified for exports, this by itself did not affect our Group as we were able to use Quanzhou Great to manufacture and sell products that fall under the restricted categories. With effect from 1 January 2009, the above pre-qualification requirements have ceased to apply. Therefore as at the Latest Practicable Date, the export of our products to the EU is not subject to any limits or restrictions. There is, however, no assurance that export quotas or other measures restricting the export of textile products will not be imposed by the PRC authorities after 2009. Such limits or restrictions may include limits on the aggregate quantity of textiles and clothing product exported from the PRC to the EU, or the imposition of tariffs or other duties on any textiles or clothing products exported from the PRC to the EU.
44
RISK FACTORS
There is also no assurance that the EU or the PRC government will not, in the future, reinstate limits or restrictions on the export of textile and clothing products from the PRC to the EU. Such limits or restrictions may include limits on the aggregate quantity of textiles and clothing product exported from the PRC to the EU, or the imposition of tariffs or other duties on any textiles or clothing products exported from the PRC to the EU. In the event that such limits or restrictions are imposed, the exports of our products to the EU may be adversely and materially affected. If quotas are imposed, we may not be able to obtain sufficient allocation of quotas to fulfil orders from our customers. If tariffs or other duties are imposed and if our customers do not agree to fully bear such tariffs or duties, our operating costs and profitability will be materially and adversely affected. Our operations may be affected should we fail to comply with the conditions stipulated in our licences, permits or approvals, or in the event that any of our licences or approvals is not renewed or extended We are required to obtain the relevant licences, permits and approvals from the PRC authorities to carry on our business. As at the date of this Prospectus, we have obtained all the necessary licences and permits for our business operations in the PRC and have complied with all relevant laws and regulations of the PRC. However, some of these permits and business licences are subject to periodic renewal and reassessment as well as fulfillment of conditions imposed by the relevant government authorities, and the standards of compliance required in relation thereto may from time to time be subject to changes. Non-renewal or revocation of our licences, permits and approvals will have a material adverse effect on our operations as we may not be able to carry on our business without such licences, permits and approvals being granted or renewed. In such an event, our business and financial performance may be adversely affected. In addition, it may be costly for us to comply with any subsequent modifications of, additions or new restrictions to, these compliance standards. Should there be any subsequent modifications of, or additions or new restrictions to, the current compliance standards, we may incur additional costs to comply with the new or modified standards which may adversely affect our business and financial performance. RISKS RELATING TO THE PRC Uncertainty in the PRC legal system may make it difficult for us to predict the outcome of any disputes that we may be involved in The PRC legal system is based on the PRC Constitution and is made up of written laws, regulations, circulars, administrative directives and internal guidelines. The PRC government is still in the process of developing its legal system, so as to meet the needs of investors and to encourage foreign investment. As the PRC economy is undergoing development generally at a faster pace than its legal system, some degree of uncertainty exists in connection with whether and how existing laws and regulations will apply to certain events or circumstances. Some of the laws and regulations, and the interpretation, implementation and enforcement thereof, are still subject to policy changes. There is no assurance that the introduction of new laws, changes to existing laws and the interpretation or application thereof or the delays in obtaining approvals from the relevant authorities will not have an adverse impact on our business or prospects. Further, precedents on the interpretation, implementation and enforcement of PRC laws and regulations are limited, and unlike other common law countries such as Singapore, decisions on precedent cases are not binding on lower courts. As such, the outcome of dispute resolutions may not be consistent or predictable as in the other more developed jurisdictions and it sometimes may be difficult to obtain swift or equitable enforcement of the laws in PRC, or obtain enforcement of judgement by a court of another jurisdiction.
45
RISK FACTORS
Our operations and business could be adversely affected by changes in the PRCs political, economic and social conditions Since 1978, the PRC government has undertaken various reforms of its economic systems. Such reforms have resulted in economic growth for the PRC in the last two decades. However, many of the reforms are unprecedented or experimental, and are expected to be refined and modified from time to time. Other political, economic and social factors may also lead to further readjustment of the reform measures. This refinement and adjustment process may consequently have a material impact on our operations in the PRC or a material adverse impact on our financial performance. Our results and financial condition may be adversely affected by changes in the PRCs political, economic and social conditions and by changes in policies of the PRC government or changes in laws, regulations or the interpretation or implementation thereof. We may be adversely affected by changes to the laws and regulations of the PRC and the interpretation and implementation thereof As the PRC economy is developing at a rapid pace, there may be some ambiguity in the application of existing laws and regulations, and the interpretation adopted by us may be different from that adopted by the relevant PRC authorities. Furthermore, some PRC laws and regulations and the interpretation, implementation and enforcement thereof are still in transition and may therefore be subject to policy changes. In the event of changes in the PRC central or provincial laws, in provincial regulations or in policies in the PRC which are unfavourable to our business, our Groups business operations and financial performance may be adversely affected. The PRC legal system is a codified legal system comprising written laws, regulations, circulars, administrative directives and internal guidelines. Unlike common law jurisdictions like Singapore, decided cases do not form part of the legal structure of the PRC and thus have no binding effect. Experience in the implementation, interpretation and enforcement of the laws and regulations and of commercial contracts, undertakings and commitments entered into are also limited. As such, the administration of PRC laws and regulations may be subject to a certain degree of discretion by the authorities. The outcome of dispute resolutions may not have the level of consistency or predictability as in other countries with more developed legal systems. Due to such inconsistency and unpredictability, if we should be involved in any legal dispute in the PRC, we may experience difficulties in obtaining legal redress or in enforcing our legal rights. Our business and operations in the PRC entail the procurement of licences and permits from the relevant authorities. Thus, our business and operations in the PRC are subject to the PRC laws and regulations. From time to time, changes in laws and regulations or the implementation thereof may also require us to obtain additional approvals and licenses from the PRC authorities for the conduct of our operations in the PRC. In such event, we may need to incur additional expenses in order to comply with such requirements. This will in turn affect our financial performance as our business cost will increase. Furthermore, there can be no assurance that such approvals or licences will be granted to us promptly or at all. If we experience delay in obtaining or are unable to obtain such required approvals or licenses, our operations and business in the PRC, and hence our overall financial performance and condition, will be adversely affected. New rules on mergers and acquisitions of domestic enterprise by foreign investors On 8 August 2006, six regulatory bodies acting together (including the Ministry of Commerce (MOC), China Security Regulatory Commission (CSRC)) at state level issued the new Regulations on Foreign Investors Merging with or Acquiring Domestic Enterprises (the 2006 M&A Rules) which took effect on 8 September 2006. Pursuant to Articles 39 and 40 of Section 3 of Chapter 4 of the of the 2006 M&A Rules, the overseas listing of offshore special purpose vehicles (SPV), which are directly or indirectly established or controlled by PRC entities or individuals, are subject to the prior approval from CSRC (the CSRC Approval). On 21 September 2006, CSRC promulgated permit guidelines on Domestic Enterprises Indirectly Overseas Issuing or Listing and Trading Their Securities (the CSRC Permit Guidelines). The CSRC Permit Guidelines provide that SPVs referred to in Articles 39 and 40 of the New M&A Rules are subject to CSRC Approval. However, the CSRC Permit Guidelines do not elaborate whether SPVs, which have completed their restructuring exercises prior to 8 September 2006 must retroactively obtain the CSRC Approval. 46
RISK FACTORS
As the 2006 M&A Rules are applicable only to a foreign investor or a SPV who (i) purchases the stock right of a shareholder of a non-foreign-invested enterprise in the PRC; (ii) increases the capital of a domestic company so as to convert and re-establish a domestic company as a foreign-invested enterprise; (iii) establishes a foreign-invested enterprise and through this foreign-invested enterprise purchases and operates the assets of a domestic enterprise by agreement of that enterprise; or (iv) purchases the assets of a domestic enterprise by an agreement and uses this asset to establish a foreign-invested enterprise and operate the assets, Yuan Tai Law Offices, the Legal Advisers to our Company on PRC Law, have, for the purpose of this Prospectus, advised on 2 September 2009 that the 2006 M&A Rules are not applicable to the Company since the PRC subsidiaries of the Company, namely Fujian Great and Quanzhou Great, were not domestic enterprises but were directly established as wholly-owned foreign enterprises prior to the 2006 M&A Rules. However, there is no assurance that the relevant PRC authorities (including CSRC) will reach the same conclusion as the Legal Advisers to our Company on PRC Law, Yuan Tai Law Offices. If CSRC or any other PRC regulatory bodies subsequently determine that we need to obtain the CSRC approval for the acquisition of our PRC subsidiaries, namely Fujian Great and Quanzhou Great, we may face regulatory actions or other sanctions from the CSRC or the PRC regulatory bodies. This may have a material adverse impact on our business, financial condition, results of operations, remittance of profits as well as the trading price of our Shares. Foreign exchange control in the PRC may affect the expatriation of funds from our subsidiaries in the PRC Our PRC subsidiaries are subject to the rules and regulations imposed by the PRC government on currency conversion. In the PRC, the State Administration for Foreign Exchange (SAFE) regulates the conversion of RMB into foreign currencies, and vice versa. Currently, foreign investment enterprises (FIEs) are required to apply to SAFE for Foreign Exchange Registration Certificate for Foreign Investment Enterprise. Such registration certificates are renewable annually and allow FIEs to open foreign currency accounts for the payment of: (1) recurring items, including the distribution of dividends and profits to foreign investors of FIEs upon presentation of board resolutions which authorise the distribution of profits or dividends (the Current Account); and capital items, such as repatriation of capital, repayment of loans and for securities investment (the Capital Account).
(2)
Currency transactions within the scope of the Current Account can be effected without requiring the approval of SAFE, while the conversion of currency in the Capital Account still requires the approval of SAFE. In order to regulate PRC domestic residents participation and involvement in trans-territorial capital transactions involving investment and financing activities via overseas special purpose companies, SAFE had, on 21 October 2005, promulgated the Notice Concerning the Foreign Exchange Administration in the Financing and Round-trip Investment Conducted by PRC Residents via Special Purpose Vehicle Companies ( ) (the Notice 75). According to the Notice 75, a PRC domestic resident shall, before establishing or controlling an overseas special purpose company (SPV), submit the prescribed materials to the local branch of SAFE (SAFE Branch) in order to apply for foreign exchange registration of overseas investments. Where a PRC domestic resident contributes the assets of or stock rights in a PRC domestic enterprise to a SPV owned by such PRC domestic resident or engages in stock right financing abroad after contributing assets or stock rights to a SPV, it shall go through the procedures for modification of foreign exchange registration of overseas investments with regard to the net asset equities of the SPV it holds. After a SPV accomplishes overseas financing, the relevant PRC domestic resident may, transfer funds to the PRC as set forth in or contemplated by the Prospectus. A PRC domestic resident, may after complying with the prescribed procedures for foreign exchange registration of overseas investments or for modification thereof, pay the profits, dividends, liquidation expenses, stock right assignment expenses, capital decrease expenses. to the SPV. Where there is a major change in the capital structure of a SPV, such as capital increase or decrease, stock rights or credits or provision of guarantee to a foreign party, and the SPV is not involved in round trip investment (the Major Events), the PRC domestic resident 47
RISK FACTORS
shall, within 30 days from occurence of a Major Event, apply to the SAFE Branch for modification or filing of the foreign exchange registration of the overseas investment. Notice 75 has been in effect as of 1 November 2005. We have complied with all the relevant registration requirements required of the relevant branch of SAFE. Our Executive Chairman and CEO, Weng Wenwei has given an undertaking to our Company to comply with the above requirements in relation to the registration with the local foreign exchange authority if any Major Events occur in the future. We have obtained the Foreign Exchange Registration Certificate for FIEs which is renewable annually upon application to SAFE. Although we do not anticipate any difficulty in meeting our foreign exchange needs, there can be no assurance that SAFE will not continue to issue new rules and regulations and/or further interpretations of the Notice 75 that will strengthen foreign exchange control. As our subsidiaries in the PRC generate all of our Groups sales and these sales are denominated mainly in RMB, the ability of our subsidiaries to pay dividends or make other distributions to us may be restricted by PRC foreign exchange control restrictions. There can be no assurance that the relevant regulations will not be amended to our detriment and that the ability of our PRC subsidiaries to distribute dividends to us will not be adversely affected. Changes to tax laws and regulations may have an adverse impact on our net profit Under PRC laws and regulations, tax rebates on value added tax incurred during the production of certain products, such as textile products, may be granted if such products are exported overseas. In accordance with the Notices on Adjustment of Export Tax Rebate Rate issued jointly by PRC Ministry of Finance and State Administration for Taxation, the export tax rebate rate for textile products was revised from 11% to 13% with effect from 1 August 2008, increased from 13% to 14% after 1 November 2008, from 14% to 15% with effect from 1 February 2009 and subsequently, from 15% to 16% with effect from 1 April 2009. There is no assurance that such rate will not be reduced or there will not be suspension of such policies in the future. Any reduction to the rate of rebate or suspension of such policies may affect our business and our customers businesses which in turn may adversely affect our profitability. Fujian Great and Quanzhou Great, being FIEs, are exempted from the state enterprise income tax, namely, the Enterprise Income Tax, for a period of two years from its first profit making year, and is subject to the Enterprise Income Tax at a 50% reduction (subject to the approval from the relevant PRC tax authorities) for the next three years subsequently. Fujian Great was exempted from Enterprise Income Tax in FY2006 and FY2007 and for income earned in FY2008 to FY2010, Fujian Great will enjoy a 50% concessionary tax rate and will only be required to pay half the prevailing state enterprise income tax rate. The income tax rate applicable to Fujian Great in respect of its income for FY2009 is 12.5%. Our other subsidiary, Quanzhou Great, was exempted from Enterprise Income Tax in FY2003 and FY2004 and was subject to the Enterprise Income Tax at a 50% reduction for FY2005, FY2006 and FY2007. From FY2008 onwards, Quanzhou Great, no longer enjoys any income tax exemptions or concessionary tax rates. On March 16, 2007, the National Peoples Congress of the PRC passed the Enterprise Income Tax Law of the PRC (the New EIT Law), which came into effect as of 1 January 2008. In accordance with the new law, a unified enterprise income tax rate of 25% and unified tax deduction standards will be applied equally to both domestic-invested enterprises and FIEs. However, it adopts some transitional preferential measures for enterprises established before the promulgation of the EIT Law which enjoy low tax rates or regular tax reduction and exemption preferential treatment under current tax laws and administrative regulations. According to these transitional measures, existing enterprises which are entitled to enjoy the current preferential income tax treatment at low tax rates under the tax laws applicable prior to the New EIT Law may, pursuant to the regulations of the State Council, continue to enjoy a gradually increasing transitional income tax rate within five years of the New EIT Law becoming effective. Existing enterprises, which are entitled to enjoy regular tax reduction and exemption preferential treatment under the tax laws applicable prior to the New EIT Law may continue to enjoy the remaining incentives in accordance with the requirements and period specified by such income tax laws applicable prior to the implementation
48
RISK FACTORS
of the New EIT Law. However, for enterprises that have not made any profits and thus not enjoyed such preferential treatment, the period for enjoying preferential income tax treatment shall be calculated from the year in which the New EIT Law becomes effective. Quanzhou Great is currently subject to a prevailing state enterprise income tax rate of 25%. Subject to any changes in the prevailing state enterprise rate in the future, Fujian Great shall be subject to a state enterprise income tax rate of 25% commencing from FY2011. As the tax laws and regulations in the PRC may be further reformed by the PRC government, we cannot assure you that Fujian Great will continue to enjoy any of these special or preferential tax treatments or other incentives in future. RISKS RELATING TO AN INVESTMENT IN OUR SHARES There has been no prior market for our Shares and this offering may not result in an active or liquid market for our Shares Prior to this Invitation, there has been no public market for our Shares. Therefore, we cannot predict the extent to which a trading market will develop or how liquid that market might become. No assurance can be given that an active trading market for our Shares will develop or, if developed, will be sustained. The market price and trading activity of our Shares could be subject to significant fluctuations in response to various factors and events, including the liquidity of the market for our Shares, differences between our actual financial operating results and those expected by investors and analysts, changes in analysts recommendations or projections, changes in general market conditions and broad market fluctuations. If an active trading market is not developed or sustained, the liquidity and trading price of our Shares could be materially and adversely affected. You should not take the listing as an indication of the merits of the Invitation, our Company, our subsidiaries, our Shares or the Invitation Shares. Our share price may be volatile which could result in substantial losses for investors purchasing Shares pursuant to the Invitation The trading price of our Shares may fluctuate significantly and rapidly after the Invitation as a result of, among others, the following factors, some of which are beyond our control: (i) (ii) (iii) (iv) (v) (vi) (vii) variations of our operating results; changes in securities analysts estimates of our financial performance; announcements by us of significant acquisitions, strategic alliances or joint ventures; additions or departures of key personnel; fluctuations in stock market prices and volume; involvement in litigation; and changes in general economic and stock market conditions.
As a result, our public Shareholders may not be able to resell their Shares at or above the Invitation Price. Future sale or issuance of Shares could adversely affect our Share price Any future sale, availability or issuance of Shares can have a downward pressure on our Share price. The sale of a significant amount of Shares in the public market after the Invitation, or the perception that such sales may occur, could materially and adversely affect the market price of our Shares. These factors would also affect our ability to sell additional equity securities. Except as otherwise described in the section entitled Moratorium of this Prospectus, there will be no restriction on the ability of our existing Shareholders to sell their Shares either on the SGX-ST or otherwise.
49
RISK FACTORS
Negative publicity which includes those relating to any of our Directors, Executive Officers or our Controlling Shareholder may adversely affect our Share price Negative publicity or announcement relating to any of our Directors, Executive Officers or our Controlling Shareholder may adversely affect the market perception or the share performance of our Company, whether or not it is justified. Examples of these include unsuccessful attempts in joint venture, acquisitions or takeovers, or involvement in insolvency proceedings. We may require additional funding for our growth plans, and such funding may result in a dilution of your investment We attempted to estimate our funding requirements in order to implement our growth plans as set out in the section entitled Business Strategies and Future Plans of this Prospectus. In the event that the costs of implementing such plans should exceed these estimates significantly or that we come across opportunities to grow through expansion plans which cannot be predicted at this juncture, and our funds generated from our operations prove insufficient for such purposes, we may need to raise additional funds to meet these funding requirements. These additional funds may be raised by issuing equity or debt securities or by borrowing from banks or other resources. We cannot ensure that we will be able to obtain additional financing on terms that are acceptable to us, or at all. If we fail to obtain additional financing on terms that are acceptable to us, we will not be able to implement such plans fully. Such financing even if obtained, may be accompanied by conditions that limit our ability to pay dividends or require us to seek lenders consent for payment of dividends, or restrict our freedom to operate our business by requiring lenders consent for certain corporate actions. Further, in the event that we raise additional funds by way of a limited placement or by a rights offering or through the issuance of new shares, any Shareholders who are unable or unwilling to participate in such additional rounds of fund raising may suffer dilution in their investment. Investors in our Shares would face immediate and substantial dilution in the NAV per Share and may experience future dilution Our Invitation Price is higher than our Groups NAV per Share of 18.29 cents based on the post-Invitation issued share capital. If we were liquidated immediately following the Invitation, each investor subscribing to the Invitation would receive less than the price they paid for their Shares. Please refer to the section entitled Dilution of this Prospectus for further details. Control by our Controlling Shareholder G&W who will own approximately 68.49% of our enlarged share capital after the Invitation, may limit your ability to influence the outcome of decisions requiring the approval of Shareholders After the completion of the Invitation, our Controlling Shareholder G&W will own approximately 68.49% of our enlarged share capital after the Invitation. As a result, G&W will be able to significantly influence all matters requiring approval by our Shareholders. Such concentration of ownership will place G&W in a position to affect significantly our corporate actions such as mergers or takeover attempts (notwithstanding that the same may be synergistic or beneficial to our Group) in a manner that could conflict with the interests of our public Shareholders.
50
EXCHANGE RATES
The financial statements of our Company are prepared in RMB. The following table set forth, for the financial periods indicated, the exchange rate between RMB and S$, based on the average of the closing exchange rates on the last trading day of each month during each financial year. Where applicable, the exchange rates in this table are used for the translation of our Groups financial statements in respect of the same financial year and financial period disclosed elsewhere in this Prospectus: RMB / S$ Average FY2006 FY2007 FY2008 5.033 5.050 4.920 Closing 5.088 5.068 4.760
The table below sets forth the highest and lowest exchange rates between RMB and S$ for each month for the six months prior to the Latest Practicable Date: RMB / S$ Highest March 2009 April 2009 May 2009 June 2009 July 2009 August 2009
Note: (1) Source: Bloomberg L.P.
As at the Latest Practicable Date, the exchange rate between Singapore dollars and RMB was S$1.00 to RMB4.750. The tables above indicate the RMB exchange rate to one S$. The above rates are provided solely for information only and should not be construed as representations that the RMB amounts actually represent such S$ amounts or could be converted to S$ at the rate indicated or any other rate. Bloomberg L.P. has not consented to the inclusion of the exchange rates quoted under this section and is thereby not liable for the relevant exchange rates under Sections 253 and 254 of the Securities and Futures Act. While our Company has taken reasonable action to ensure that the above exchange rates are reproduced in its proper form and content and that the above exchange rates are extracted accurately and fairly, our Company has not verified the accuracy of the information.
51
EXCHANGE CONTROLS
The following is a description of the exchange control restrictions existing in the jurisdictions in which our Group primarily operates. Singapore There are no Singapore governmental laws, decrees, regulations and other legislation that may affect the following: (a) the import or export of capital, including the availability of cash and cash equivalents for use by our Group; and the remittance of dividends, interest or other payments to non-resident holders of our Companys securities.
(b)
PRC Please refer to Appendix C Description of Relevant PRC Laws and Regulations of this Prospectus for more details on the foreign exchange control system of the PRC. As our operations are primarily located in the PRC, we are required to comply with the PRC foreign exchange restrictions when we transfer funds from our PRC subsidiaries to our Company (whether in the form of dividends or not). Save as disclosed above, there are no restrictions on the ability of our subsidiaries to transfer funds to our Company in the form of cash dividends, loans or advances.
52
DIVIDEND POLICY
Our subsidiaries, Quanzhou Great and Fujian Great had declared and paid dividends of approximately RMB25,039,000 and RMB5,859,000 respectively in FY2007. Save as disclosed above, neither our Company nor any of our subsidiaries has declared or paid any dividend in the Relevant Period and up to the Latest Practicable Date. We currently do not have a formal dividend policy. Any declaration and payment of dividends in the future will be determined at the sole discretion of the Board subject to Shareholders approval, and will depend upon our Groups operating results, financial conditions, other cash requirements including capital expenditures, the terms of the borrowing arrangements (if any), and other factors deemed relevant by our Directors. Therefore, there can be no assurance that dividends will be paid in the future or of the amount or timing of any dividends that will be paid in the future. Our Directors may declare an interim dividend, without the approval of our Shareholders. Our Directors intend to recommend and distribute dividends of at least 20% of our net profit attributable to our Shareholders for each of FY2009 and FY2010. However, investors should note that the intention to recommend the aforesaid dividends should not be treated as a legal obligation on our Company to do so or that the level of dividends intended to be recommended be treated as an indication of our Companys future dividend policy. The foregoing statements of our present intentions may be subject to modification (including the reduction or non-declaration of any dividends) in the sole and absolute discretion of our Directors. In determining dividends in respect of subsequent financial years, consideration will be given to maximising Shareholders value. No inference should or can be made from any of the foregoing statements as to our actual future profitability or ability to pay dividends in any of the periods discussed. We may declare dividends, if any, in RMB. Shareholders whose Shares are held through CDP will receive their dividends in Singapore dollars. CDP will make the necessary arrangements to convert these dividends received from our Company in RMB into S$ equivalent at such foreign exchange rate as CDP may determine for onward distribution to such entitled Shareholder. Shareholders should note that there will be exchange rate exposure in respect of dividends which are declared in RMB and subsequently paid to them in the S$ equivalent amounts. Neither our Company nor CDP will be liable for any loss howsoever arising from such conversion. Information relating to taxes payable on dividends are set out in Appendix E Description of Singapore Law Relating to Taxation of this Prospectus.
53
(b)
You should read this table in conjunction with the Independent Auditors Report on the Combined Financial Statements for the Financial Years Ended 31 December 2006, 2007 and 2008 set out in Appendix A of this Prospectus and the related notes under the section entitled Managements Discussion and Analysis of Financial Condition and Results of Operations. As at 30 April 2009 RMB000 Cash and cash equivalents Short term debts Bank borrowings (secured and guaranteed) Bills payables (secured and guaranteed) Export trade receivables factoring (secured and guaranteed) Total indebtedness Total shareholders equity Total capitalisation and indebtedness 40,928 As adjusted for the Invitation RMB000 116,038
As at the Latest Practicable Date, we have short-term debts amounting to RMB60.5 million, consisting of RMB21.0 million short-term bank borrowings, RMB12.3 million bills payables and RMB27.2 million export trade receivables factoring. These short-term debts are secured by, amongst others, bank deposits, mortgages over leasehold buildings, land-use rights and receivables, as well as guarantees from third parties (which include our Executive Chairman and CEO, Weng Wenwei as well as his Associates). To the best of our Executive Directors knowledge and belief, we are not in breach of the terms of any of our banking facilities. Contingent Liabilities As at the Latest Practicable Date, our Group does not have any material contingent liabilities.
54
DILUTION
Dilution is defined herein as the amount by which the Invitation Price paid by the subscribers and/or purchasers of our Shares in the Invitation exceeds our NAV per Share immediately after the Invitation. The NAV of our Group as at 31 December 2008 adjusted for the Restructuring Exercise and Sub-division, before adjusting for the estimated net proceeds from the Invitation and based on the pre-Invitation issued and paid-up share capital of 200,000,000 was 16.32 cents per Share. Pursuant to the issue of 65,000,000 New Shares at the Invitation Price and after adjusting for the estimated net proceeds from the Invitation and based on the post-Invitation issued and paid-up share capital of 265,000,000 Shares, the NAV per Share of our Company as at 31 December 2008 would have been 18.29 cents. This represents an immediate increase in NAV per Share of 1.97 cents to our existing Shareholders and an immediate dilution in NAV per Share of 11.21 cents (or approximately 38.01%) to our new investors. The following table illustrates this dilution: Cents Invitation Price 29.50
the NAV per Share, as at 31 December 2008, based on the preInvitation share capital of 200,000,000 Shares Increase in NAV per Share pursuant to the Invitation the NAV per Share after the Invitation
16.32
1.97 18.29
11.21
The following table summarises the total number of Shares acquired by our existing Shareholders (adjusted for the Restructuring Exercise and the Sub-division) during the period of three years prior to the date of this Prospectus, the total consideration paid by them and the effective cost per Share to them, and to the new investors pursuant to the Invitation: Number of Shares acquired Controlling Shareholder G&W(1) Pre-Invitation Investor Kingbest(1) New Investors
Note: (1) Please refer to the section entitled Shareholding and Ownership Structure of this Prospectus for more details.
194,500,000
4,720,900
2.43
5,500,000 80,000,000
1,000 23,600,000
0.02 29.50
55
(2) (3)
56
Non-current Assets Property, plant and equipment Intangible assets Deposit for land-use rights
Total Assets
222,947
LIABILITIES Current Liabilities Trade and other payables Borrowings Current income tax liabilities Total Liabilities NET ASSETS
EQUITY Share capital Retained earnings TOTAL EQUITY NAV per Share (RMB cents)(1)
Note: (1)
NAV per Share has been computed based on the NAV and pre-Invitation share capital of 200,000,000 Shares.
57
1.67
4.22
5.43
Had the Service Agreement (as set out in the section entitled Directors, Executive Officers and Employees Service Agreement of this Prospectus) been in place since 1 January 2008, the profit before income tax and net profit attributable to Shareholders for FY2008 would have been approximately S$17.7 million and S$14.3 million respectively. The EPS would have been 7.14 cents for FY2008. For comparative purposes, EPS is calculated based on our net profit and the pre-Invitation share capital of 200,000,000 Shares. For comparative purposes, EPS as adjusted for the Invitation is calculated based on our net profit and the post-Invitation share capital of 265,000,000 Shares.
(2) (3)
58
Non-current Assets Property, plant and equipment Intangible asset Deposit for land-use rights
Total Assets LIABILITIES Current Liabilities Trade and other payables Borrowings Current income tax liabilities Total Liabilities NET ASSETS EQUITY Share capital Retained earnings TOTAL EQUITY NAV per Share (cents)(1)
Note: (1)
46,837
NAV per Share has been computed based on the NAV and pre-Invitation share capital of 200,000,000 Shares.
59
60
(vii)
(viii)
(ix)
The above should be read in conjunction with the section entitled Risk Factors of this Prospectus. 61
100.0
100.0
100.0
The cost of sales as a percentage of total revenue for FY2006, FY2007 and FY2008 were 78.7%, 72.9%, and 74.0% respectively. Our direct materials comprise mainly raw materials used in the production process such as fabrics, yarn, spandex, elastic bands, lace and accessories. Direct materials, the largest component of our cost of sales, accounted for approximately 80.7%, 86.6% and 88.6% of cost of sales for FY2006, FY2007 and FY2008 respectively. We did not experience any significant fluctuation in the prices of raw materials during the Relevant Period. Direct labour costs comprise mainly payroll and payroll related expenses for our staff directly involved in the production process. Our direct labour costs represent 16.4%, 11.5%, and 9.9% of our cost of sales for FY2006, FY2007 and FY2008 respectively. We did not experience material fluctuation in the direct labour costs during the Relevant Period. Manufacturing overhead comprises mainly indirect labour costs, utilities, rental, maintenance and depreciation of plant, equipment and machinery that are used in our production. Our manufacturing overhead represents 2.9%, 1.9% and 1.5% of our cost of sales for FY2006, FY2007 and FY2008 respectively. We did not experience material fluctuation in the manufacturing overhead during the Relevant Period. Our cost of sales may be affected by the following key factors: (i) (ii) (iii) (iv) (v) fluctuation in the prices of our direct materials; direct labour costs; depreciation and level of production activity; our ability to control our manufacturing overhead; and our ability to recruit and retain employees with the requisite skills and experiences.
Other income/(loss) Other income/(loss) comprises mainly interest income, gains from sales of raw materials, net fair value gains or losses on derivative financial instruments and government grants.
62
63
64
65
All the undergarment products under our GRAT.UNIC () proprietary brand and Superman licensed trademark are sold in the PRC. All the contract manufacturing products manufactured on the ODM and OEM basis are either sold directly to our overseas end customers who are owners of international brands and retail chains or through their purchasing agents or through trading companies mainly based in the PRC. The increases in our revenue arising from sales to Europe from RMB42.5 million in FY2006 to RMB109.3 million in FY2007, and to RMB151.8 million in FY2008, were mainly due to the following reasons: (i) (ii) more new customers were secured through our participation in trade fairs and exhibitions; and there was a higher demand from our existing customers for our contract manufacturing products such as womens undergarments and childrens apparel.
The increases in our revenue arising from sales to Asia from RMB99.3 million in FY2006 to RMB122.6 million in FY2007, and to RMB184.6 million in FY2008, were mainly due to the following reasons: (i) there was a higher demand from our existing customers for our contract manufacturing products such as womens undergarment and childrens apparel; and the expansion of our distribution network for our GRAT.UNIC() brand of products in the PRC.
(ii)
The increases in our revenue arising from sales to South America from nil in FY2006 to RMB10.5 million in FY2007, and to RMB35.5 million in FY2008, were mainly due to more new customers secured through our participation in trade fairs and exhibitions. In line with our brand building strategy, we are increasingly focused on marketing and promoting our own brand of products under GRAT.UNIC (). Since the launch of our GREAT () brand of products in February 2006 which was subsequently re-branded to GRAT.UNIC () brand in March 2007, the revenue contribution from GRAT.UNIC () brand of products has increased from 1.6% in FY2006 to 12.2% of our total revenue in FY2008.
66
67
68
70
Intangible assets comprise mainly land-use rights, trademark and licenses, and computer software licenses. We amortise the intangible assets using the straight-line method to allocate their amortisable amounts over their estimated useful lives as set out below: Estimated useful lives (years) Intangible assets Land-use rights Trademark and licenses Computer software licenses 50 3 5
As at 31 December 2008, deposit for land-use rights amounted to RMB2.6 million, representing 12.0% of our total non-current assets. Current assets Our current assets comprise cash and cash equivalents, trade and other receivables, inventories and other current assets, amounting to RMB201.3 million, representing 90.3% of our total assets as at 31 December 2008. Cash and cash equivalents accounted for RMB33.1 million, representing 16.4% of our total current assets as at 31 December 2008. Cash and cash equivalents comprise cash at bank and cash on hand and short-term bank deposits. As at 31 December 2008, RMB9.0 million of the short-term bank deposits were pledged with banks for obtaining short-term bank facilities in the form of letters of credit relating to the purchase of raw materials of approximately RMB13.8 million in FY2008.
71
72
73
RMB000 Plant and machinery Leasehold building Furniture & fitting and office equipment Motor vehicles Construction-in-progress(2) Land-use rights Deposit for land-use rights(5) Total
Notes: (1) (2)
We incurred approximately RMB4.1 million on plant and machinery which comprise mainly sewing machines so as to increase our production capacity. This does not form part of the cost of acquisition by the Group of the land use rights to the stated-owned land located at Jiangnan High-Tech Information Industrial Zone, Quanzhou City, Fujian Province () (Land).
74
(4)
(5)
Divestments During the period from FY2006 to FY2008 and from 1 January 2009 till the Latest Practicable Date, we did not dispose of any fixed assets. Commitments Capital commitments As at the Latest Practicable Date, we have capital commitments of approximately RMB13.2 million comprising RMB12.6 million for the land-use rights and RMB0.6 million for the property, plant and equipment. We intend to fund the capital commitments through a combination of internal funds generated from operations and bank borrowings. Operating lease commitments Our operating lease commitments are set out below: RMB000 Not later than one year Between two to five years Total As at 31 As at the Latest December 2008 Practicable Date 437 437 874 437 146 583
The above lease commitments relate to the rental of properties for the purpose of our business operations. Please refer to the section entitled Properties and Fixed Assets of this Prospectus for details of our operating lease commitments. Save as disclosed above, we do not have any other material capital commitments as at the Latest Practicable Date.
75
At present, we do not have any formal policy for hedging against foreign exchange exposure. We have, in the past, used financial hedging instruments such as currency forward contracts for US$ to manage foreign exchange risks. We will continue to monitor our foreign exchange exposure and may employ hedging instruments to manage our foreign exchange exposure in material foreign exchange transactions after taking into considerations the foreign currency amount, exposure period and transaction costs. Our net foreign exchange loss for FY2006, FY2007 and FY2008 are as follows: RMB000 Foreign exchange loss, net INFLATION Inflation generally did not have a material impact on our Groups financial results from FY2006 to FY2008. FY2006 1,336 FY2007 1,226 FY2008 3,203
76
(ii)
at any time and upon such terms and conditions and for such purposes and to such persons as our Directors may in their absolute discretion deem fit provided that the aggregate number of Shares issued pursuant to such authority (including Shares issued pursuant to any Instrument but excluding Shares which may be issued pursuant to any adjustments (Adjustments) effected under any relevant Instrument, which Adjustment shall be made in compliance with the provisions of the Listing Manual for the time being in force (unless such compliance has been waived by the SGX-ST) and the Articles of Association for the time being of our Company), shall not exceed 50% of the issued share capital of our Company immediately after the Invitation, and provided that the aggregate number of such Shares to be issued other than on a pro rata basis in pursuance to such authority (including Shares issued pursuant to any Instrument but excluding shares which may be issued pursuant to any Adjustment effected under any relevant Instrument) to the existing Shareholders shall not exceed 20% of the issued share capital of our Company immediately after the Invitation, and, unless revoked or varied by our Company in general meeting, such authority shall continue to be 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. For the purpose and pursuant to Rule 806(3) and Rule 806(4) of the Listing Manual, the postInvitation issued share capital of our Company shall mean our enlarged issued and paid-up share capital after the Invitation after adjusting for the conversion of any convertible securities and employee share options on issue as at the date of the passing of the resolution and any subsequent consolidation or sub-division of Shares. Unless revoked or varied by our Company in general meeting, such authority shall continue in full force until the conclusion of the next annual general meeting of our Company or the date by which the next annual general meeting is required by law or by our Articles of Association to be held, whichever is earlier. 77
(b)
As at the date of this Prospectus, our Company has only one class of shares, being ordinary shares. The rights and privileges of our Shares are stated in our Articles of Association. There are no founder, management or deferred shares. No person has been, or is entitled to be, given an option to subscribe for or purchase any securities of our Company or our subsidiaries. As at the date of this Prospectus, the issued and paid-up capital of our Company is S$4,720,902 comprising 200,000,000 Shares. Upon allotment and issue of the New Shares, the resultant issued and paid-up capital of our Company will be S$23,895,902 comprising 265,000,000 Shares. Details of the changes to the issued and paid-up share capital of our Company since our incorporation and our issued and paid-up share capital immediately after the Invitation are as follows: Resultant number of issued Shares Issued and paid-up share capital as at 29 February 2008, being the date of incorporation Issue of 9,998 new Shares pursuant to the Restructuring Exercise Sub-division New Shares to be issued pursuant to the Invitation Post-Invitation issued and paid-up share capital 2 Resultant issued and paid-up share capital (S$) 2
10,000
4,720,902
The issued and paid-up share capital and shareholders equity of our Company as at the date of incorporation, after the Restructuring Exercise and Sub-division and after the Invitation are set forth below. This should be read in conjunction with the Independent Auditors Report on the Combined Financial Statements for Financial Years Ended 31 December 2006, 2007 and 2008 set out in Appendix A of this Prospectus.
78
As at the date of incorporation (S$) Issued and paid-up share capital Reserves Shareholders equity
Note: (1)
2 2
This is based on gross proceeds arising from the Invitation and does not take into account the expenses in connection with the Invitation.
RESTRUCTURING EXERCISE The Restructuring Exercise, comprising the following steps, was undertaken by our Group in preparation for the listing of our Group on the SGX-ST: (a) Incorporation of our Company Our Company was incorporated on 29 February 2008 in Singapore as an investment holding company with an initial issued and paid-up share capital of S$2 comprising 2 ordinary shares of S$1 each, all of which was issued and allotted to G&W. G&W, an investment holding company incorporated in the BVI, is wholly owned by our Executive Chairman and CEO, Weng Wenwei. (b) Acquisition of Fujian Great Immediately prior to the Restructuring Exercise, Fujian Great was wholly owned by HK Great, a company incorporated in Hong Kong. HK Great is wholly owned by our Executive Chairman and CEO, Weng Wenwei, and his spouse in the proportion of 60 per cent and 40 per cent respectively. In order for our Company to acquire the entire share capital of Fujian Great from HK Great, our Company had on 7 October 2008 entered into a share transfer agreement with HK Great (the Fujian Great Share Transfer Agreement) to acquire the entire issued share capital of Fujian Great from HK Great for a purchase consideration of HK$15 million. The consideration of HK$15 million was arrived at based on the registered capital of Fujian Great as at the date of the Fujian Great Share Transfer Agreement. The NAV of Fujian Great at the time of the Fujian Great Share Transfer Agreement was RMB68.3 million (based on the NAV as at 30 September 2008). Under the Fujian Great Share Transfer Agreement, the consideration for the aforesaid transfer was to be settled by cash. Pursuant to a side letter dated 9 November 2008 (the Side Letter), the payment of the consideration was deferred to 31 December 2008 at the request of our Company. The deferment of payment of consideration was requested by our Company as our Company was newly established as a holding company and therefore, required additional time for payment. The consideration for the acquisition of Fujian Great has been settled as at 31 December 2008 by way of a set-off as described below in paragraph (d) of the section entitled Restructuring Exercise of this Prospectus. (c) Acquisition of Quanzhou Great Immediately prior to the Restructuring Exercise, the entire equity interest of Quanzhou Great was held by HK Great. Pursuant to a share transfer agreement dated 7 October 2008 (the Quanzhou Great Share Transfer Agreement), our Company acquired the entire share capital in Quanzhou Great from HK Great for a consideration of HK$10 million. The consideration of HK$10 million was arrived at based on the registered capital of Quanzhou Great as at the date of the Quanzhou Great Share Transfer Agreement. The NAV of Quanzhou Great was RMB67.8 million as at 30 September 2008. Under the Quanzhou Great Share Transfer Agreement, the consideration for the aforesaid transfer was to be settled by cash. Pursuant to the Side Letter, the payment of the consideration was deferred to 31 December 2008 at the request of our Company. The deferment of payment of 79
100%
100%
100%
Our subsidiaries The details of each of our subsidiaries as at the date of this Prospectus are as follows:
80
Quanzhou Great
Producing garments, weaving, ribbon, printing, shoes, hats, and bags (exporting the commodity which is not related with the management of the export permit quota) ( ( ) Trading
HK$10,000,000
100%
Great Worldwide
Sea Meadow House, Blackburne Highway (P.O. Box 116), Road Town, Tortola, BVI
US$1.00
100%
None of our subsidiaries are listed on any stock exchange. We do not have any associated companies.
81
194,500,000
97.25
181,500,000
68.49
5,500,000 200,000,000
2.75(3) 100.0
194,500,000
97.25
181,500,000
68.49
Notes: (1) (2) Weng Wenwei is the brother of Weng Wenju. G&W is an investment holding company incorporated in the BVI. Our Executive Chairman and CEO, Weng Wenwei, is the sole shareholder and director of G&W. Accordingly, Weng Wenwei is deemed to be interested in all the Shares held by G&W in our Company by virtue of Section 4 of the Securities and Futures Act. Kingbest is an investment holding company incorporated in the BVI and is owned by Tsoi Tsun Lou, Huang Jianquan and Huang Qingzhen in the proportion of approximately 66.7%, 22.2% and 11.1% respectively. They are not related to our Groups Directors, Executives Officers or Controlling Shareholder. Pursuant to a Consultancy Agreement dated 1 June 2007 (Consultancy Agreement) entered into amongst our Groups Executive Chairman and CEO, Weng Wenwei in his personal capacity, Fujian Great, Quanzhou Great and Richkey International Capital Pte. Ltd. (Richkey) pursuant to which our Group shall pay US$100,000 as well as a sum equivalent to 1.75% of the proceeds from the Invitation to Richkey as part of the consideration for assisting our Group in preparing for the Invitation. In addition, our Groups Executive Chairman and CEO, Weng Wenwei, in his personal capacity, agreed to procure G&W to transfer 2.75% of the pre-Invitation Shares to the three shareholders of Richkey, namely, Tsoi Tsun Lou, Huang Jianquan and Huang Qingzhen for a nominal consideration of S$1,000 payable by them as a demonstration of his personal appreciation to them. Tsoi Tsun Lou, Huang Jianquan and Huang Qingzhen have directed G&W to transfer the said 2.75% of the pre-Invitation Shares to Kingbest. As at the date of this Prospectus, the transfer of the pre-Invitation Shares from G&W to Kingbest pursuant to the Consultancy Agreement and upon the directions of Tsoi Tsun Lou, Huang Jianquan and Huang Qingzhen as described in footnote (3) above has been completed.
(3)
(4)
Saved as disclosed above, there are no other relationships between our Directors and our Controlling Shareholder. As at the Latest Practicable Date, our Company has only one class of shares, being our Shares which are in registered form. There is no restriction on the transfer of fully paid ordinary shares in scripless form except where required by law or the Listing Manual. Save as disclosed above, our Company is not directly or indirectly owned or controlled, whether severally or jointly, by any person or government.
82
Name / Address G&W(1)/ Horizon Chambers, P. O. Box 4622 Road Town, Tortola, BVI Kingbest(2)/ Horizon Chambers, PO Box 4622, Road Town, Tortola, BVI TOTAL
5,500,000
2.75
2,000,000
1.00
3,500,000
1.32
200,000,000
100.00
15,000,000
7.50
185,000,000
69.81
Notes: (1) G&W is an investment holding company incorporated in the BVI. Our Executive Chairman and CEO, Weng Wenwei, is the sole shareholder and director of G&W. Accordingly, Weng Wenwei is deemed to be interested in all the Shares held by G&W in our Company by virtue of Section 4 of the Securities and Futures Act. Kingbest is an investment holding company incorporated in the BVI and is owned by Tsoi Tsun Lou, Huang Jianquan and Huang Qingzhen in the proportion of approximately 66.7%, 22.2% and 11.1% respectively. They are not related to our Groups Directors, Executives Officers or Controlling Shareholder. Pursuant to a Consultancy Agreement dated 1 June 2007 entered into amongst our Groups Executive Chairman and CEO, Weng Wenwei in his personal capacity, Fujian Great, Quanzhou Great and Richkey pursuant to which our Group shall pay US$100,000 as well as a sum equivalent to 1.75% of the proceeds from the Invitation to Richkey as part of the consideration for assisting our Group in preparing for the Invitation. In addition, our Groups Executive Chairman and CEO, Weng Wenwei, in his personal capacity, agreed to procure G&W to transfer 2.75% of the pre-Invitation Shares to the three shareholders of Richkey, namely, Tsoi Tsun Lou, Huang Jianquan and Huang Qingzhen for a nominal consideration of S$1,000 payable by them as a demonstration of his personal appreciation to them. Tsoi Tsun Lou, Huang Jianquan and Huang Qingzhen have directed G&W to transfer the said 2.75% of the pre-Invitation Shares to Kingbest.
(2)
Save in respect of our Executive Chairman and CEO, Weng Wenwei, who is the sole shareholder of G&W, none of the Vendors is related to each other and/or to our Directors or Controlling Shareholder. Save as disclosed above, none of our Directors or Controlling Shareholder has any direct or indirect interest in the Vendor Shares. Save as disclosed above, none of the Vendors has had any position, office or other material relationship with our Company, Directors and/or Controlling Shareholder within the last 3 years before the date of the lodgement of this Prospectus.
83
After the Restructuring Exercise After the Sub-division Number of Shares 10,000 % 100 Number of Shares 194,500,000 5,500,000 % 97.25 2.75
As at the date of the Prospectus Number of Shares 194,500,000 5,500,000 % 97.25 2.75
% 100
MORATORIUM To demonstrate its commitment to our Group, G&W, who owns 181,500,000 Shares representing 68.49 % of our Companys issued share capital after the Invitation, has undertaken not to transfer, sell, assign, pledge, hypothecate, create a security interest in or lien on, place in trust (voting or otherwise) or in any other way subject to any encumbrance or dispose of, whether or not voluntarily, any part of its interest in the issued share capital of our Company immediately after the Invitation for a period of 6 months commencing from the date of admission of our Company to the Official List of the SGX-ST. Our Executive Chairman and CEO, Weng Wenwei who owns the entire issued share capital of G&W has also undertaken not to transfer, sell, assign, pledge, hypothecate, create a security interest in or lien on, place in trust (voting or otherwise) or in any other way subject to any encumbrance or dispose of, whether or not voluntarily, any part of his interests in the issued share capital of G&W for a period of 6 months commencing from the date of admission of our Company to the Official List of the SGX-ST. To demonstrate its commitment to our Group, Kingbest, who owns 3,500,000 Shares representing 1.32 % of our Companys issued share capital after the Invitation, has undertaken not to transfer, sell, assign, pledge, hypothecate, create a security interest in or lien on, place in trust (voting or otherwise) or in any other way subject to any encumbrance or dispose of, whether or not voluntarily, any part of its interest in the issued share capital of our Company immediately after the Invitation for a period of 6 months commencing from the date of admission of our Company to the Official List of the SGX-ST. In addition, the shareholders of Kingbest have also undertaken not to transfer, sell, assign, pledge, hypothecate, create a security interest in or lien on, place in trust (voting or otherwise) or in any other way subject to any encumbrance or dispose of, whether or not voluntarily, any part of their respective interests in the issued share capital of Kingbest for a period of 6 months commencing from the date of admission of our Company to the Official List of the SGX-ST.
84
Our Directors understanding of the background of Metro Group, Auchan and Zeeman Group is based on publicly available information, and this information has not been independently verified.
85
was incorporated in our GRAT.UNIC () brand to appear as such that our GRAT.UNIC () brand is synonymous with qualities such as elegance, purity and strength associated with the unicorn. In March 2007, we participated in the 89th Session of China Knitwear Cotton Trade Fair (89 ) and we were awarded the Best Brand Award () for our GRAT.UNIC () brand. Following our participation in this trade fair, we officially launched our range of mens and womens undergarments under our GRAT.UNIC () brand. In March 2007, our anti-microbial processed fabrics were voluntarily registered with the Society of Industrial Technology for Antimicrobial Articles (SIAA) in Japan. In March 2008, we successfully launched our male undergarments with anti-microbial features under our GRAT.UNIC () brand. To be well-positioned to capture growing consumer affluence in the PRC, we placed great emphasis on innovative products offerings and active marketing. For each spring/summer and autumn/winter season since the inception of our GRAT.UNIC () brand, we have developed and launched a new line of undergarments bearing our GRAT.UNIC () brand featuring different styles and designs for daily wear or various occasions such as sports, leisure and wedding. In June 2007, in line with our strategy to capitalise on an international renowned brand, we applied and were successfully licensed by Warner Bros. Consumer Products Inc. to manufacture and sell our undergarments with the Superman trademark for a period of three years in the PRC (including the HKSAR and Macau). We also hold a license for the Supergirl trademark. However, as at Latest Practicable Date, we have not sold any undergarments with the Supergirl trademark. We sought to increase the market awareness and visibility of our own GRAT.UNIC () brand by selling our GRAT.UNIC () and Superman range of undergarments together in all our authorised retail outlets and departmental stores. We launched our first series of undergarments carrying the Superman licensed trademark in March 2008. In addition to capitalising on the strong brand image of Superman, our Directors believe that it complements well with our GRAT.UNIC () range of undergarments and enables us to offer more choices to our consumers. 86
which are mainly sold either directly to owners of international brands and retail chains or through their purchasing agents or through trading companies mainly based in the PRC;
87
88
(c)
Marketing and promotion To create market awareness and recognition of our GRAT.UNIC () brand, we adopt various marketing strategies and activities such as advertisements, fashion shows, event sponsorships and point-of-sale promotions. Please refer to the section entitled Sales and Marketing of this Prospectus for more details.
(d)
Distribution and sales Our GRAT.UNIC () brand of products are sold at various points of sales located strategically in shopping malls, departmental stores and commercial areas of major cities and provinces in the PRC. We sell directly to our retailers or through our network of distributors who then distribute our products to retail outlets in various cities throughout the PRC such as Shanghai, Chongqing, Tianjin, Dalian, Guilin, Harbin, Haikou, Hefei, Hangzhou, Lanzhou, Nanjing, Shijiazhuang and
89
Womens undergarments
Mens and womens undergarments offered under our own GRAT.UNIC () brand are similar in styles compared to those manufactured on a contract manufacturing basis.
90
Order Confirmation
Ironing
Packaging
91
92
93
94
Based on our managements estimate, the annual production capacity and the utilisation rate for the production of our products for the Relevant Period are set out below. The production capacity is based on the type of designs and product mix usually encountered.
FY2007 FY2008
FY2006
Actual Production (number of pieces) Approximate Utilisation Rate (%)(4) 45.9 15,148,639 21,600,000(1) 70.1 22,332,290
Maximum Production Capacity (number of pieces) Actual Production (number of pieces) Approximate Utilisation Rate (%)(4) Actual Production (number of pieces)
11,147,751
24,300,000(1)
91.9
7,360,725
12,960,000(2)
18,773,940
21,384,000(2)
87.8
5,017,539
7,956,000(3)
16,977,197
17,643,600(3)
96.2
Total
23,526,015
45,216,000
58,083,427
63,327,600
91.7
Notes:
(1)
Based on each sewing machine producing 15 pieces of mens undergarments per hour, 12 hours per day, 300 days per year.
(2)
Based on each sewing machine producing 18 pieces of womens undergarments per hour, 12 hours per day, 300 days per year.
(3)
Based on each sewing machine producing 13 pieces of childrens and infants apparel per hour, 12 hours per day, 300 days per year.
(4)
Approximate utilisation rate for the production of our products is based on the actual number of pieces of mens undergarments, womens undergarments and childrens and infants apparel produced as a percentage of the maximum number of pieces of such products which may be produced based on maximum production capacity.
The above maximum production capacity in FY2008 were calculated taking into account the three additional production lines at our Ruiming Building that were installed in February 2008 and which are used generally for the production of mens undergarments. For illustration purpose only, we have assumed that the production lines are not used interchangeably to produce mens undergarments, womens undergarments and childrens and infants apparel.
The number of machines are allocated based on production planning. At present, we operate between 10 to 12 hours per day and will increase our operating hours depending on our production needs. 95
96
97
The management SGS United Kingdom 9 December 2008/ system of our Ltd Systems & 8 December 2011 production processes Services Certification complies with the ISO9001:2000 requirements In compliance with internationally prescribed standards in relation to occupational health and safety management Certifying that our environmental management system complies with the prescribed standards China United Certification Centre () 17 December 2008/ 16 December 2011
98
Significance Our products have been tested for harmful substances and satisfy the prescribed requirements for the human ecological safety of the textiles tested Our products have been tested for harmful substances and satisfy the prescribed requirements for the human ecological safety of the textiles tested Certifying that we comply with global social accountability standards for having in place a fair and equitable work environment Certifying that our anti-microbial processed fabrics voluntarily register with SIAA
Issuing Body
Institute of the 11 September 2009/ International 30 June 2010 Association for Research and Testing in the Field of Textile Ecology (TESTEX)
Quanzhou Great
Institute of the 23 March 2009/ International 31 March 2010 Association for Research and Testing in the Field of Textile Ecology (TESTEX)
SA 8000:2001
SGS Hong Kong 1 January 2008/ Limited Systems & 31 December 2010 Services Certification
Notes: (1) The above quality certifications are renewable upon expiry, subject to inspection by the issuing bodies that we have fulfilled the requisite requirements and/or quality standards for the respective certifications.
99
100
(iii)
Merchandise Catalogues/ Brochures We provide to our distributors and our points of sales a catalogue of our products semi-annually. We constantly update this catalogue when there are new launches of our product lines.
(iv)
Public Promotional Brochures We publish a semi-annual publication of our products and distribute them to the public at various locations such as hotels, airports and shopping and commercial districts to promote our products and increase brand awareness among the public.
(v)
Advertisements We advertise on outdoor billboards in shopping malls, departmental stores and commercial areas where retail stores selling our products are located. We have also advertised our GRAT.UNIC () brand of products in popular fashion magazines such as Mr. Fashion and Weekend Pictorial that are distributed nationally. In 2007, we had also placed an advertisement on a national television network to promote our major publicity event () in Shanghai. In September 2008, as part of our constant efforts in enhancing our market share, we have advertised through a different platform by entering into an advertising contract with Shanghai Fenzhong, pursuant to which our advertisement was placed on LCD screens located in office buildings through Shanghai Fenzhongs digital outdoor media network across various cities in the PRC, namely Shanghai, Hangzhou, Nanjing, Fuzhou, Chongqing, Lanzhou and Dalian till 8 February 2009.
(vi)
Products Sponsor We have entered into a product sponsorship agreement for the 6th PRC National Sports Games of Peasants () (Games) where we sponsored the anti-microbial undergarments for the sportsmen. In return, we were featured as the official undergarment sponsor for the Games and featured as a sponsor in the promotional materials for the Games. We also received advertising opportunities during the Games, with advertising spaces reserved for us. In addition, being a Games sponsor, we were entitled to use the Games emblems, its mascot, related logos and the advertising site at the Games location, and entitled to associate ourselves with the Games for our advertising and promotions purposes. The Games was held in October 2008 in Quanzhou City, Fujian Province, the PRC.
101
Number of points of sales As at the end of FY2006 FY2007 2 11 23 11 1 4 2 7 6 8 6 1 1 10 93 FY2008 2 11 26 9 1 4 1 7 6 6 6 2 4 3 1 10 99 As at the Latest Practicable Date 2 11 26 9 2 4 1 7 6 6 6 2 4 3 3 10 102
Anhui Chongqing Fujian Gansu Guangxi Hainan Hebei Henan Hubei Heilongjiang Jiangsu Liaoning Shaanxi Shandong Shanghai Tianjin Zhejiang Total
2 10 2 1 1 2 18
As at the Latest Practicable Date, we have 102 points of sales. We sell directly to retailers such as departmental stores and other retail outlets where 23 of these points of sales are located, with the remaining 79 points of sales serviced by our network of distributors.
102
103
Jointly organised by: 9 provincial and municipal governments of Shanghai, Jiangsu, Zhejiang, Anhui, Fujian, Jiangxi, Shandong, Nanjing, Ningbo
March 2006
Globalsources
April and October of 2007, April and November of 2008 as well as April 2009
In FY2006, FY2007 and FY2008, our sales and marketing expenses accounted for 2.6%, 1.8% and 2.0% respectively of our total revenue.
104
Note: Our Directors understanding of the background of the above direct customers is based on publicly available information, and this information has not been independently verified.
Purchasing agents or trading companies mainly based in the PRC which purchase our products for their customers Our customers who are purchasing agents or trading companies mainly based in the PRC which purchase our products for their customers include: Xiamen Greatex Import and Export Trading Co., Ltd () a PRC trading company which onsells our products to Zara (Spain); Cookie Company BV a Dutch company which is specialized in designing and selling childrens wear and onsells our products to Walt Disney (USA); and Norwest Industries Ltd a PRC sourcing company which onsells our products to George (UK).
) Major Customers of our GRAT.UNIC ( brand and Superman licensed trademark of products Our GRAT.UNIC () brand of products are principally sold to customers in the PRC through various points of sales comprising specialty stores or dedicated shelf spaces located strategically in shopping malls, departmental stores and commercial areas of major cities in the PRC. We sell to these points of sales directly or through our distribution networks.
105
106
The following table sets forth our major customers accounting for 5% or more of our Groups total revenue for the Relevant Period:
FY2006 Percentage of total revenue (%) 15.5 FY2007 FY2008 Percentage of total revenue (%) Amount of sales (RMB000) 47,726 11.9
Name of customer Mens and womens undergarments, childrens and infants apparel 9,842 6.7 19,238 7,342 5.0 40,709
Description of customer
Mens and womens undergarments, Distributor of GRAT. UNIC () brand and childrens and infants apparel Superman licensed trade mark of products Mens and womens undergarments, and childrens apparel 7,192 4.9
7.3
56,885
14.2
Owner of international brand(s) and/or retail chain(s) Mens and womens undergarments, and childrens apparel 15,534
33,136
12.6
34,698
8.7
Xiamen Greatex Import and Export Trading Co., Ltd.(4) (formerly known as ) (Xiamen Greatex) Mens and womens undergarments, childrens and infants apparel
10.6
17,180
6.6
10,239
2.6
Fujian Agrotech Oriental Imp. & Exp. Co., Ltd.(5) () (formerly known as Fujian Haolun Dongfang Trading Co., Ltd.) () (Fujian Agrotech)
35,224
24.1
1,119
0.4
20,099
13.7
8,475
3.2
1,036
0.3
107
Notes:
(1)
Our sales to Collect Source as a percentage to our total revenue decreased in FY2008 due mainly to the comparatively greater growth of our total revenue.
(2)
Dajia and Dajin Group comprises Xiamen Dajia Economic and Trade Co., Ltd () (Dajia) and Xiamen Da Jin Industry Co., Ltd ()(Dajin). Dajia and Dajin are being grouped together and treated as a single customer as they are related to each other. We started our business with Dajia and Dajin in FY2006 and our revenue from sales to the Dajia and Dajin Group increased from FY2006 to FY2008 due to an increase in demand for mainly our GRAT.UNIC () products. In addition, we have over the years established a good relationship with Dajia and Dajin.
(3)
From FY2006 to FY2007, our sales to Zeeman increased substantially from 4.91% to 12.63% of our total revenue as we undertook direct sales to Zeeman instead of through other trading companies in FY2007. Our average monthly sales to Zeeman remained stable in FY2008 although as a percentage of our total revenue, there was a decrease in FY2008 due mainly to the comparatively greater growth of our total revenue.
(4)
Our Executive Chairman and CEO, Weng Wenwei previously held 50% of the equity interest in Xiamen Greatex. Please refer to the section entitled Interested Person Transactions of this Prospectus for more information. From FY2006 to FY2007, our sales to Xiamen Greatex increased in value annually. From FY2006 to FY2007, our sales to Xiamen Greatex as a percentage of our total revenue decreased due mainly to the growth of our total revenue in FY2007. In FY2008, some of the customers of Xiamen Greatex such as Pelican opted to purchase directly from us. Accordingly, our sales to Xiamen Greatex decreased in FY2008.
(5)
Our sales to Fujian Agrotech ceased in FY2008 as we sought to establish direct sales with the owners of international brands or major retailers and to reduce our reliance on such trading company.
(6)
TMI group of companies refers to a group of companies which are mainly engaged in garment trading.
(7)
As a purchasing agent/trading company may act for several and changing end customers, we may not be aware of the identity of the end customers of our customers who are purchasing agents/ trading companies.
The proportion of our sales to our customers comprising (i) owners of international brands or major retail chains and who purchase our contract manufacturing products directly from us, (ii) purchasing agents or trading companies which purchase our contract manufacturing products and (iii) customers of our GRAT.UNIC () brand and Superman licensed trademark of products is 5.7%, 92.7% and 1.6% respectively for FY2006, 23.8%, 68.7% and 7.6% respectively for FY2007, and 24.5%, 63.0% and 12.4% respectively for FY2008.
Our Company is of the view that there is no vulnerability arising from reliance on purchasing agents or trading companies for our contract manufacturing products given that there is a spread of purchasing agents and trading companies on whom our Group relied. In FY2008, the Company sold its contract manufacturing products to more than 100 purchasing agents and trading companies, of which only sales to one purchasing agent comprised more than 5% of the Groups sales for FY2008.
Save as disclosed above, none of our Directors, Executive Officers, Controlling Shareholder or any of their Associates is related to or has any interest, direct or indirect, in any of the above major customers. To the best of our Directors knowledge and belief, there are no arrangements or understanding with any of our customers pursuant to which any of our Directors and Executive Officers was appointed.
108
109
The following table sets out our major supplier accounting for 5% or more of our Groups total purchases for the Relevant Period:
FY2006
FY2007
FY2008
Note:
(1)
We increased our purchases from this supplier from FY2006 to FY2007 as we were satisfied with the quality and prices of the products supplied. In FY2008, the monthly average purchases from this supplier remained relatively stable although our purchases as a percentage of the total purchases decreased as a result of the comparatively greater growth of our total purchases.
None of our Directors, Executive Officers, Controlling Shareholder or any of their associates is related to or has any interest, direct or indirect, in any of the above major suppliers. To the best of our Directors knowledge and belief, there are no arrangements or understanding with any of our suppliers pursuant to which any of our Directors and Executive Officers was appointed.
110
FY2007 53
FY2008 63
37
The increase in average trade receivables turnover days from 37 days in FY2006 to 63 days in FY2008 was due mainly to (i) higher revenues in the second half of each financial year which led to a higher proportion of trade receivables that remained outstanding as at the end of each financial year when compared to the preceding year; and (ii) longer credit terms extended to some of our customers with good credit history. Our trade receivables turnover days for the Relevant Period accord with our prevailing credit policy for our customers. We monitor all outstanding debts closely in order that specific provision may be made in the event that the recovery of any debt appears doubtful. The quantum of such provision is dependent on the duration for which the debt is overdue as well as our assessment of the likelihood that such debt may be unrecoverable. We did not have any bad debts written off for the Relevant Period but we provided allowance for impairment of trade receivables of RMB188,000 for FY2006 and this allowance had been recovered fully in FY2008.
111
As at the Latest Practicable Date, all of the trade receivables amounting to RMB80.9 million as at 31 December 2008 had been collected. The Group has factored export trade receivables with carrying amounts of approximately RMB2.2 million, RMB3.9 million and RMB22.3 million to banks in exchange for cash during the Relevant Period. The transactions have been accounted for as collateralised borrowing as the banks have full recourse to the Group in the event of default by the debtors. The increase in the amount of trade receivables factoring to banks over the Relevant Period was due to the increase in our Groups turnover and the Company increased its trade receivables factoring to the bank as a mean to improve the capital position of our Group. In November 2008, we obtained an export credit insurance to cover losses of up to US$5 million arising from our customers bankruptcy and/or inability to pay due debt. We obtained the export credit insurance for the following reasons: (i) in light of the recent global economic crisis, the PRC government had encouraged export-oriented enterprises in the PRC to take up export credit insurance; we were able to minimise our credit risk in relation to our exports; under the terms of the export credit insurance, we could claim up to 90% in compensation from the insurer for losses arising from the buyers bankruptcy and/or inability to pay due debt; and under the terms of the export credit insurance, we could claim up to 80% in compensation from the insurer for losses arising from the buyers refusal to collect the cargo.
(ii) (iii)
(iv)
Please refer to the section entitled Insurance of this Prospectus for more information on the export credit insurance which we have obtained. As at the Latest Practicable Date, to the best of the Executive Directors information, knowledge and belief, none of the Companys overseas customers have been made insolvent and there is no information to suggest that any of the Groups customers may default on the debts due to the Group. Credit policy of our suppliers Credit terms granted to us by our suppliers vary from supplier to supplier and are dependent, amongst others, on our relationship with the particular supplier and the size of our purchases, usually it will be negotiated on an order by order basis. For new suppliers or when placing orders for raw materials with customised specifications from our existing suppliers, we will typically be required to make an advance payment of 30% upon placing our orders with the remaining balance to be paid depending on the credit terms offered to us by the suppliers. To the best of the Executive Directors information, knowledge and belief, such rate of advance payment is consistent with market practice in the PRC. In addition, for certain existing suppliers, we may also make an advance payment for large orders in order to secure better
112
The timeframe for the delivery of these orders by the suppliers is typically between 3 to 6 months. As at the Latest Practicable Date, to our best of the Executive Directors information, knowledge and belief, our Executive Directors do not expect any default by the suppliers and/or inability of the suppliers to fulfil their obligations. The usual credit terms extended to us by our suppliers generally range from 30 to 90 days after delivery of goods. We typically pay within the given credit period. Our average trade and bills payables turnover days for the Relevant Period are as follows: FY2006 Average trade and bills payables turnover days
Note: (1) Average trade and bills payables turnover days = (simple average of the opening and closing trade and bills payable balance / total cost of sales) x 365 days.
(1)
FY2007 40
FY2008 25
37
The marginal increase in the average trade and bills payables turnover days from 37 days in FY2006 to 40 days in FY2007 was due mainly to increase in trade payables. The decrease in the average trade and bills payables turnover days from 40 days in FY2007 to 25 days in FY2008 was due mainly to higher amounts of advances paid to suppliers as compared to FY2007.
113
114
New or improved functionality of our products As at the Latest Practicable Date, we have also developed nine patents of mens undergarments consisting of a utility model (which is a type of patent recognised in the PRC for incremental improvements to or adaptations of existing products) and eight related design patents all of which serve to better facilitate the act of urination for males, all of which are currently registered under the name of our Executive Chairman and CEO, Weng Wenwei, and will be transfered to us at our request, pending which we shall have the exclusive licence to use. We intend to commence production of mens undergarments featuring certain of these new designs and carry out sales of such new products in the second half of 2009. Please refer to the section entitled Intellectual Property of this Prospectus for more information of our patents. Improvement of Production Process Our R&D department, in conjunction with our Production Department, carry out continuing R&D into evaluating and improving the existing production equipments and production processes, to further enhancing the functions and quality of our products in relation to hygiene, safety and health care. For FY2006, FY2007 and FY2008, our R&D expenses were 0.1%, 0.1%, 1.0% of our Groups total revenue respectively. INTELLECTUAL PROPERTY Patents As at the Latest Practicable Date, our Group had been granted an exclusive licence to use the following patents by our Executive Chairman and CEO, Weng Wenwei:
Patent Name Male Underpants (1) Trousers (3) (1) Trousers (1) (1) Trousers (2) (1) Trousers (4) (1) Shorts(4) (1) Shorts(1) (1) Patent Type Utility Model Design Design Design Design Design Design Application Number ZL 2007 2 0001230.5 ZL2007 3 0000243.6 ZL 2007 3 0000244.0 ZL 2007 3 0000245.5 ZL 200730000246.X ZL 2007 3 0000247.4 ZL 2007 3 0000248.9 Validity Period From 9 January 2007 to 8 January 2017 From 18 January 2007 to 17 January 2017 From 18 January 2007 to 17 January 2017 From 18 January 2007 to 17 January 2017 From 18 January 2007 to 17 January 2017 From 18 January 2007 to 17 January 2017 From 18 January 2007 to 17 January 2017
115
Validity Period From 18 January 2007 to 17 January 2017 From 18 January 2007 to 17 January 2017
Trademarks As at the Latest Practicable Date, our Group has registered the following trademarks:
Trademark Owners Class(1) Registration Number 300809659 Issuing Authority Validity Period
Fujian Great
Trade Marks Registry, Intellectual Property Department, Hong Kong ( ) Trade Marks Registry, Intellectual Property Department, Hong Kong ( ) Trade Marks Registry, Intellectual Property Department, Hong Kong ( ) Trademark Office of State Administration for Industry and Commerce ( )
GRAT.UNIC
Fujian Great
300809668
Fujian Great
18, 25, 35
300570852
Fujian Great
18
5070897
Note: (1) The following class headings give general information about the types of goods and services which belong to each class. A specification indicating the class heading does not amount to a claim for all the goods or services in that class. This list is not exhaustive and serves as a quick reference to help you locate the correct class: Class 18 refers to leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery. Class 24 refers to textiles and textile goods, not included in other classes; bed and table covers. Class 25 refers to clothing, footwear, headgear. Class 26 refers to lace and embroidery, ribbons and braid; buttons, hooks and eyes, pins and needles; artificial flowers. Class 35 refers to advertising; business management; business administration; office functions.
116
GRAT.UNIC
2 February 2007
Trademark Office of State Administration for Industry and Commerce ( ) Trademark Office of State Administration for Industry and Commerce ( )
2 February 2007
GRAT.UNIC
Fujian Great 3, 5, 7, 9, 11,14, 16, 28, 30, 32, 33, 34, 41, 43
5956698, 5956700, 5956702, 5956704, 5956706, 5956826, 5956824, 5956823 5956726, 5956707, 5956709, 5956711, 5956713, 5956715, 5956697 6369327
22 March 2007
Fujian Great
22 March 2007
UNDREX
Fujian Great 25
9 November 2007
UNDRELA
Fujian Great 25
6369328
Trademark Office of State Administration for Industry and Commerce ( ) Trademark Office of State Administration for Industry and Commerce ( )
9 November 2007
Fujian Great 25
6369329
9 November 2007
117
Fujian Great 25
GLOZZ.U
Fujian Great 25
6369331
9 November 2007
Fujian Great 25
6566885
27 February 2008
Fujian Great 25
6951070
12 September 2008
Company
25,35
T08/13797B
7 October 2008
Notes: (1) The following class headings give general information about the types of goods and services which belong to each class. A specification indicating the class heading does not amount to a claim for all the goods or services in that class. This list is not exhaustive and serves as a quick reference to help you locate the correct class: Class 3 refers to bleaching preparations and other substances for laundry use; cleaning, polishing, scouring and abrasive preparations; soaps; perfumery, essential oils, cosmetics, hair lotions; dentifrices. Class 5 refers to pharmaceutical and veterinary preparations; sanitary preparations for medical purposes; dietetic substances adapted for medical use, food for babies; plasters, materials for dressings; material for stopping teeth, dental wax; disinfectants; preparations for destroying vermin; fungicides, herbicides. Class 7 refers to machines and machine tools; motors and engines (except for land vehicles); machine coupling and transmission components (except for land vehicles); agricultural implements other than hand-operated; incubators for eggs. Class 9 refers to scientific, nautical, surveying, photographic, cinematographic, optical, weighing, measuring, signaling, checking (supervision), life-saving and teaching apparatus and instruments; apparatus and instruments for conducting, switching, transforming, accumulating, regulating or controlling electricity; apparatus for recording, transmission or reproduction of sound or images; magnetic data carriers, recording discs; automatic vending machines and mechanisms for coin-operated apparatus; cash registers, calculating machines, data processing equipment and computers; fireextinguishing apparatus. Class 11 refers to apparatus for lighting, heating, steam generating, cooking, refrigerating, drying, ventilating, water supply and sanitary purposes. Class 14 refers to precious metals and their alloys and goods in precious metals or coated therewith, not included in other classes; jewellery, precious stones; horological and chronometric instruments. Class 18 refers to leather and imitations of leather, and goods made of these materials and not included in other classes; animal skins, hides; trunks and travelling bags; umbrellas, parasols and walking sticks; whips, harness and saddlery. Class 25 refers to clothing, footwear, headgear. Class 28 refers to games and playthings; gymnastic and sporting articles not included in other classes; decorations for Christmas trees.
118
The trademark registration process in the PRC typically takes between 2 to 3 years from the time of such trademark application is filed with the Trademark Office of State Administration for Industry and Commerce ( ) to the time such trademark is registered. As such, our various trademark applications in the PRC that were made in 2005 and 2007 are still pending registration.
As at the Latest Practicable Date, we have applied for the transfer of the following trademarks from our Executive Chairman and CEO, Weng Wenwei, to us:
Registration/ Application Number 4206928
Trademark
(1)
Class 25
Issuing Authority Trademark Office of State Administration for Industry and Commerce ( ) Trademark Office of State Administration for Industry and Commerce ( ) Trademark Office of State Administration for Industry and Commerce ( ) Trademark Office of State Administration for Industry and Commerce ( )
GREAT (1)
Weng Wenwei
25
3809376
From 14 February 2007 to 13 February 2017 From 21 April 2009 to 20 April 2019
HKGREAT (1)
Weng Wenwei
25
4759030
(2)
Weng Wenwei
25
4200131
Notes: (1) The above trademarks are currently registered under the name of our Executive Chairman and CEO, Weng Wenwei. Based on a Trademarks Transfer Agreement (/) dated 25 August 2008 which we have entered into with Weng Wenwei, the above trademarks have been transferred to us from Weng Wenwei. We are in the process of registering such transfer with the Trademark Office of State Administration for Industry and Commerce (). This trademark is currently registered under the name of our Executive Chairman and CEO, Weng Wenwei. Based on a Supplemental Agreement of Trademarks Transfer Agreement (/) dated 1 February 2009 which we have entered into with Weng Wenwei, this trademark has been transferred to us from Weng Wenwei. As at the Latest Practicable Date, we are in the process of registering such transfer with the Trademark Office of State Administration for Industry and Commerce ().
(2)
119
(1)(2)
Weng Wenwei
25
Trademark Office of State Administration for Industry and Commerce ( ) Trademark Office of State Administration for Industry and Commerce ( ) Trademark Office of State Administration for Industry and Commerce ( ) Trademark Office of State Administration for Industry and Commerce ( ) Trademark Office of State Administration for Industry and Commerce ( )
HKG (1)(2)
Weng Wenwei
25
4759034
(1)(2)
Weng Wenwei
25
4894355
(1)(2)
Weng Wenwei
25
4200131
(1)(3)
Weng Wenwei
35
4759032
Notes: (1) (2) The above trademarks are currently registered under the name of our Executive Chairman and CEO, Weng Wenwei. Pursuant to the Trademarks Transfer and Exclusive Right to Use Agreement () entered into with Weng Wenwei on 13 October 2008, Weng Wenwei has agreed, at our Groups request, to transfer to our Group certain trademarks and/or trademark applications. The consideration for the transfer of such trademarks and/or trademark applications shall be such minimum amount permitted under PRC laws and regulations. Our Executive Chairman and CEO, Weng Wenwei had on 4 July 2005 submitted an application to the Trademark Office of State Administration for Industry and Commerce () to register the trademark under Class 35. The application for registration has been approved and the validity period is from 28 January 2009 to 27 January 2019. Pursuant to a Supplemental Agreement of the Trademarks Transfer and Exclusive Right to Use Agreement ( ) entered into with Weng Wenwei on 27 March 2009, Weng Wenwei has agreed, at our Groups request, to transfer to our Group this trademark. The consideration for the transfer of this trademark shall be such minimum amount permitted under PRC laws and regulations.
(3)
As at the Latest Practicable Date and save as disclosed above, our business or profitability is not materially dependent on any patent, licence or new manufacturing process. Superman Trademark In June 2007, to complement our own GRAT.UNIC () brand of undergarments, we acquired a licence from Warner Bros to manufacture and sell our undergarments with the Superman trademark. We also hold a licence bearing Supergirl trademark. However, we have not sold any undergarments under the Supergirl trademark. The licence is for a period of three years for the territory of PRC (including the HKSAR and Macau) from 1 June 2007 to 31 May 2010.
120
The 89th Session of China World Knitwear Expo (89 ) Peoples Government of Quanzhou City () The Ministry of Science and Technology of the PRC () Fujian Administration of Industry and Commerce ()
February 2007
Award given in recognition of our GRAT.UNIC ( ) brand as one of the best brands Award given in recognition of our creditworthiness
Certification given in recognition of our innovative anti-microbial technique Award given in recognition of our creditworthiness
December 2008
INVENTORY MANAGEMENT Our inventory comprises mainly raw materials such as fabrics, yarn, spandex, elastic bands, lace and accessories, work-in-progress and finished products. 121
FY2007 33
FY2008 38
18
The increase in the average inventory turnover days from 18 days in FY2006 to 33 days in FY2007 was due mainly to increase in raw materials and work-in-progress to cater to our increasing orders of contract manufacturing products and increase in finished goods as we were keeping inventory for our GRAT.UNIC () brand of products in anticipation of orders from our customers. Our average inventory turnover days increased from 33 days in FY2007 to 38 days in FY2008 was due mainly to our increase in stock of raw materials as we wanted to ensure that we had sufficient inventories of raw materials to meet our increase in sales volume and to avoid any disruption to our raw materials supply. PROPERTIES AND FIXED ASSETS As at the Latest Practicable Date, our Group owns the following land use right:
Description and Location Jiangnan Industrial Park, Licheng District, Quanzhou City ( )(2) Approximate Land Area (sq m) 5,295.10 Expiry date/ Use 15 December 2055 / Industrial purpose Land-Use Right Certificate No. Quan Guo Yong (2007) No. 100009 ( (2007) 100009)
Notes: (1) Pursuant to a mortgage contract dated 25 May 2009, Quanzhou Great mortgaged its land-use right and property ownership right in respect of its land and premises located at Jiangnan Industrial Zone, Licheng District, Quanzhou City ( ) in favour of China Construction Bank Co., Ltd., Fujian Branch () in respect of loan facilities not exceeding RMB12.133 million granted to Fujian Great. Please refer to the section entitled Interested Person Transactions of this Prospectus for further information on this mortgage provided by Quanzhou Great. The address is based on the land-use right certificate, though this land is more specifically known to be located at Linjiang Industrial Zone, Nanhuan Road which is part of Jiangnan Industrial Park.
(2)
122
Notes: (1) Pursuant to a mortgage contract dated 25 May 2009, Quanzhou Great mortgaged its land-use right and property ownership right located at Jiangnan Industrial Zone, Licheng District, Quanzhou City () in favour of China Construction Bank Co., Ltd., Fujian Branch () in respect of loan facilities not exceeding RMB12.133 million granted to Fujian Great. Please refer to the section entitled Interested Person Transactions of this Prospectus for further information on this mortgage provided by Quanzhou Great. The address is based on the land-use right certificate, though this building is more specifically known to be located at Linjiang Industrial Zone, Nanhuan Road which is part of Jiangnan Industrial Park.
(2)
As at the Latest Practicable Date, the following properties are leased by our Group:
Approximate Leased Floor Area (sq m) Lease Term 1,500 1 March 2008 to 31 December 2010 (2) Annual Rental (RMB) 75,600
Location Ruiming Building, Linjiang Industrial Zone, Nanhuan Road, Licheng District, Quanzhou City ( ) Ruiming Building, Nanhuan Road, Licheng District, Quanzhou City ( ) Zhiteng Building, Linjiang Industrial Zone, Nanhuan Road, Licheng District, Quanzhou City ( )
Encumbrance Nil
Fujian Great
4,568
246,000
Nil
Fujian Great
3,300
158,400
Nil
Notes: (1) The lessor has not obtained the requisite building certificates for these two properties. Please refer to the risk factor Risks Relating to Our Business - We may have to relocate from our office and production facilities at Ruiming Building, Linjiang Industrial Zone, Nanhuan Road, Licheng District, Quanzhou City () as the lessor of these premises do not possess the requisite building certificates in respect of these premises in the section entitled Risk Factors and the section entitled Production Facilities and Capacity of this Prospectus for more information. Fujian Great has a right to renew the respective leases for a further two years upon the expiry of the existing lease terms.
(2)
123
124
Our subsidiaries, Fujian Great and Quanzhou Great, have in place social insurance for their employees. The premium is borne by our subsidiaries and the employees in such proportion as set out in the relevant PRC laws and regulations. We also maintain insurance for our motor vehicles. We do not maintain any product liability insurance arising from the manufacture and/or sale of our products in the PRC currently as our Directors believe that it is not an industry practice in the PRC to procure such insurance coverage. However, our Audit Committee will assess on a regular basis as to whether we should purchase insurance against product liabilities arising from the manufacture and sale of our products by our Group. Nevertheless, to minimise our product liability risk, we have instituted stringent quality assurance measures so as to avoid or reduce the incidence of production defects. Please refer the section entitled Quality Assurance of this Prospectus for more information. There has been no material product liability claims against us in the Relevant Period. Our Directors believe that our existing policies are sufficient for our current business operations. Our insurance premiums have not been material as compared to our total expenses incurred during the Relevant Period.
125
Undergarments
Byford (UK)
Schiesser (Germany)
Jockey (US)
126
Proman ()
Yiershuang()
Our Directors believe that products sold under our GRAT.UNIC () brand and Superman licensed trademark compete against products sold under other domestic and international brands based on, amongst others, brand image and recognition, product designs, quality and pricing. None of our Directors or Controlling Shareholders has any interest, direct or indirect, in any of our above competitors. COMPETITIVE STRENGTHS Our Directors consider the following to be our core competitive strengths: We have implemented a stringent quality inspection and quality control system Our Directors believe that our ability to continuously provide high quality products is a key factor that has contributed to the growth of our revenue. To ensure quality consistency in our products so as to meet our customers high quality standards, we implement stringent quality control measures at every stage of our production process, from raw materials procurement to production. In this regard, we have obtained various quality control and assurance certifications including the OekoTex Standard 100 ecological textile certification and ISO 9001 quality management system certification. Please refer to the section entitled Quality Assurance of this Prospectus for more information. At the same time, as a testament of our management systems, we have been accredited SA 8000:2001 as a testimony of our compliance with global social accountability standards for having in place a fair and equitable work environment, the BG/T28001-2001 (OHSAS 18001:1999) in relation to occupational health and safety management system certification and the ISO 14001 environmental management system certification. We have received industry recognition for our GRAT.UNIC ( brand of undergarments ) which are targeted at the middle to upper class consumers Our management was quick to notice the trend of an increasing demand for high quality and branded undergarments amongst PRC consumers. Recognising the importance of brand image, we have created our GRAT.UNIC () brand of undergarments targeted at the middle to upper class consumers in the PRC. Through our marketing and brand development activities which are described in more details under the section entitled Sales and Marketing of this Prospectus, we have gained industry recognition and increasing awareness for our GRAT.UNIC () brand of products. In 2007, our GRAT.UNIC () brand was awarded the Best Brand Award () at the 89th China Knitwear Cotton Trade Fair (89) (also known as China World Knitwear Expo ()). 127
128
US$billion
Men Women
(1)
Information and statistics are extracted from the industry report entitled Undergarment Industry Research Report ( ) by Alibaba (China) Technology Co., Ltd. () (Alibaba). The Alibaba has not consented to the inclusion of the relevant statement and is thereby not liable for the relevant statement under Section 253 and Section 254 of the SFA. Our Directors are aware that the Alibaba does not guarantee or assume responsibility that the information in its paper is accurate, adequate, current or reliable, or may be used for any other purpose other than for general reference. While our Company has taken reasonable action to ensure that the relevant information is reproduced in its proper form and context, and that the information is extracted accurately and fairly, all other parties and ourselves have not conducted an independent review of the statement and have not verified the accuracy of the statement.
129
Export Value of Children's Apparel of the PRC 3.5 3 2.5 2 1.5 1 0.5 0 2005 2006 Year 2007 2008
Currently, we provide contract manufacturing services mainly for EU-based retail chains and renowned brand owners and according to the data from European Commission, China was in 2007 the leading supplier of clothing to the EU, accounting for 37.7% share of the EU market for imported clothing. Total clothing imports from the PRC to the EU have been steadily increasing in recent years from EUR16.96 million in 2005 to EUR21.88 million in 2007.(3) Our Directors believe that many overseas apparel companies are outsourcing their manufacturing activities to subcontractors for the following reasons: (a) To reduce production costs. By sub-contracting their manufacturing requirements, apparel companies are able to reduce their production overheads and labour costs; To accelerate time-to-market delivery. Short fashion cycles require apparel companies to reduce the time it takes to produce and deliver a product to the market place. Contract manufacturers, being specialists in apparel manufacturing, are able to provide a one-stop centre service (that is, apparel design services, established facilities and manufacturing expertise) and hence, are able to provide the time-to-market delivery which apparel companies require; and To focus on market branding. With increasing competition among apparel companies, overseas apparel companies are concentrating their resources on gaining market share by developing their brands, customer loyalty and distribution systems. By outsourcing the manufacturing of apparel, they are able to focus more on increasing their market share.
(b)
(c)
(2)
Information and statistics are extracted from the industry report entitled Childrens Apparel Industry Report () by Alibaba (China) Technology Co., Ltd. () (Alibaba). The Alibaba has not consented to the inclusion of the relevant statement and is thereby not liable for the relevant statement under Section 253 and Section 254 of the SFA. Our Directors are aware that the Alibaba does not guarantee or assume responsibility that the information in its paper is accurate, adequate, current or reliable, or may be used for any other purpose other than for general reference. While our Company has taken reasonable action to ensure that the relevant information is reproduced in its proper form and context, and that the information is extracted accurately and fairly, all other parties and ourselves have not conducted an independent review of the statement and have not verified the accuracy of the statement. Information and statistics are sourced from the website of the European Commission at http://ec.europa.eu/enterprise/testile/ statistics.htm. Accessed on 22 October 2008. The European Commission has not consented to the inclusion of the relevant statement and is thereby not liable for the relevant statement under Section 253 and Section 254 of the SFA. Our Directors are aware that the European Commission does not guarantee or assume responsibility that the information in its paper is accurate, adequate, current or reliable, or may be used for any other purpose other than for general reference. While our Company has taken reasonable action to ensure that the relevant information is reproduced in its proper form and context, and that the information is extracted accurately and fairly, all other parties and ourselves have not conducted an independent review of the statement and have not verified the accuracy of the statement.
(3)
US$ billion
130
(ii)
In addition to the above, higher sales revenue typically in the second half of each financial year is contributed by higher selling prices of autumn/winter apparel compared to spring/summer apparel.
131
(b)
(c)
(d)
Save as discussed above and in the section entitled Risk Factors of this Prospectus and barring any unforeseen circumstances, our Directors are not aware of any significant recent trends in production, sales and inventory, and in the costs and selling prices of products and services, or other known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on net sales or revenues, profitability, liquidity or capital resources, or that would cause financial information disclosed in this Prospectus to be not necessarily indicative of our future operating results or financial condition. Your attention is also drawn to the section Cautionary Note Regarding Forward-Looking Statements of this Prospectus. BUSINESS STRATEGIES AND FUTURE PLANS To expand our production capacity and facilities To consolidate our business and production operation in one location and to expand our production capacity, we intend to construct new production facilities and to acquire additional production equipment. We had, on 11 March 2009, entered into the Contract for the Grant of Land Use Rights for State-Owned Construction Land () with the National Land and Resource Administration Bureau of Quanzhou City, Fujian Province, the PRC () for the acquisition of land use right for a period of 50 years to a plot of state-owned land located at Jiangnan High-Tech Information Industrial Zone, Quanzhou City, Fujian Province ( ) for the purpose of constructing our headquarter that will house our business and production operations, and new production facilities as our manufacturing base in the PRC. We intend to commence construction in 2010. The acquisition for such land use right has not been completed as at the Latest Practicable Date. For more information, please refer to the section entitled Fixed Assets and Properties of this Prospectus. We expect such construction to be completed by early 2011, upon which our Directors believe that we will be one of the larger producers of undergarments in Quanzhou City, Fujian Province, the PRC. The total cost for this project is estimated to be approximately S$26.0 million, consisting of approximately S$3.3 million payment towards the acquisition of land use right of the land, approximately S$1.5 million incurred in relation to roadwork and preliminary land development undertaken by our Company, an estimated S$15.0 million for the construction of new production facilities and an estimated S$6.2 million for the acquisition of additional production lines. The actual total cost of this project and/or the breakdown of such cost may vary due to, amongst others, changes in the costs of construction and equipment, and changes to the project. 132
134
Board of Directors
135
Weng Wenju ()
23
No. 55, Fourth District, Yingdun Village, Executive Director and Yonghe Town, Jinjiang City, Fujian Procurement Manager Province, the PRC (55) 2D, Bishopsgate, Singapore 249968 Blk 115, Bukit Purmei Road, #01-258, Singapore 090115 64, Waterloo Street, #08-02, Singapore 187959 Lead Independent Director Independent Director
50 42
47
Independent Director
Information on the business and working experience, education and professional qualifications, if any, and areas of responsibilities of our Directors is set out below: Weng Wenwei () is the Executive Chairman and CEO of our Company. He was appointed to our Board on 29 February 2008 and is responsible for the overall strategic and business management of our Group. Weng Wenwei has over 16 years of business and management experience in the textile industry. In May 2005, he founded Fujian Great and was appointed as its general manager responsible for its business strategies and development. In July 2000, he was appointed as the general manager of Quanzhou Great where he was responsible for its business operations and management. In January 1997, he founded Dachuan Textile Factory () in Licheng District, Quanzhou City. Dachuan Textile Factory was engaged in the manufacture of undergarments for export to its overseas customers and as the director and head of the factory, Weng Wenwei was responsible for its management and business operations from January 1997 to April 2003. From February 1993 to December 1996, he was the head of Hesheng Apparel Factory in Yonghe town (), a small workshop that manufactured clothing for clients. He graduated from the Zimao Vocational High School () in Jinjiang City, Fujian Province in 1988 with a high school graduation certification. He has been the vice president of the Industry and Commerce Association (Chamber of Commerce) of Licheng District (( )) since 2007. Weng Wenju () is the Executive Director and Procurement Manager of our Company. He was appointed to our Board on 23 December 2008 and is responsible for the sourcing and procurement of raw materials and accessories used in our production process. He has been our procurement manager since August 2005. In August 2004, he joined our Group as assistant to the general manager, responsible for assisting the general manager in the daily operation and management of Quanzhou Great. He started his career in April 2004 as a technician in Quanzhou Jitong Computer Company () in charge of computer technical maintenance, until July 2004 before joining our Group.
136
Other Companies Quanzhou City Licheng Dachuan Textile Manufactory () (Struck Off) Hong Hao Great Holdings Limited () (Struck Off) Xiamen Greatex Import & Export Trade Co., Ltd. ( ) (now known as ) Group Companies Other Companies
Weng Wenju ()
Group Companies Other Companies Quanzhou Honghao Colour Printing Co., Ltd. ()
Group Companies
Group Companies
138
Group Companies Other Companies Aarlex Pte. Ltd. Aptus Law Corporation Aurilex Pte. Ltd. Corporate House Pte. Ltd. Forever Star Shipping (2000) Pte. Ltd. Hsing-Hua Aviation Technologies Pte. Ltd.(1) Jackspeed Corporation Limited Lee Metal Group Ltd. Zhongguo Pengjie Fabrics Limited
Lim Yeow Hua @ Lim You Group Companies Qin Other Companies Advanced Integrated Manufacturing Corp. Ltd. Asia Pacific Business Consultants Pte. Ltd. Brightop International Pte. Ltd. China Eratat Sports Fashion Limited JCY Holdings Pte. Ltd. KSH Holdings Limited KTL Global Limited
Note: (1)
Group Companies Other Companies JDK International Pte Ltd (Struck Off) JLL International Pte. Ltd. (Struck Off)
Hsing-Hua Aviation Technologies Pte. Ltd. is underway to be wound up in Singapore pursuant to creditors request, although no application has yet been made as at the date of this Prospectus.
139
Wang Jianxin ()
34
Wei Xuefen ()
38
Sales Manager
Zhang Shiwu ()
44
38
Information on the business and working experience, education and professional qualifications, if any and areas of responsibilities of our Executive Officers is set out below: Cai Ane () has been our General Manager (Production) since May 2000 and is responsible for overseeing the production process and day-to-day management of our Groups Production Department. Cai Ane has more than 10 years of experience in the textile industry. Between January 1997 and April 2003, she was assisting the head of Dachuan Textile Factory () in managing its operations. Between February 1993 and December 1996, she was an assistant to the head of Hesheng Apparel Factory in Yonghe town () and was assisting in the management of its production of clothing for clients. Prior to that, she worked as an apprentice for various garment manufacturing factories in the PRC to gain experience in the garment manufacturing business from September 1983 to February 1993. Ms Cai is the wife of our Executive Chairman and CEO, Weng Wenwei. Wang Jianxin () has been our Deputy Production Manager since January 2006 and is responsible for assisting our General Manager (Production) in overseeing the production process of our Group and management of our Production Department. He joined our Group in September 2002 as the factory head of production, in charge of managing the production department. He was subsequently promoted as the deputy production manager in January 2006. Prior to that, he joined Zhengli Garment-making (Xiamen) Co., Ltd. () in March 1996 as a tailor and as its typesetting operator in July 1997. In August 1998, he was promoted as its supervisor and in October 1999, was promoted to assistant manager cum production supervisor, assisting the manager in production operation until August 2000. He started his career in February 1994 as weaving worker at Hangzhou Chunan First Silk Factory ( ) till November 1995. He graduated from Jiangjiaqu Adult Science and Technology School () with a high school graduation certification in 1991. Wei Xuefen () has been our Sales Manager since February 2003 and is responsible for product sales and marketing activities, such as developing sales and marketing strategies, maintaining customer relationships, securing new customers, monitoring market trend and providing customers with after-sales service. Prior to joining our Group in February 2003, she worked in Quanzhou Licheng Dachuan Textile 140
Group Companies
142
The aggregate of (i) RMB0.75 million and (ii) 2.0% of PBT in excess of RMB130 million The aggregate of (i) RMB1.75 million and (ii) 2.5% of PBT in excess of RMB180 million
The remuneration package of our Executive Chairman and CEO, Weng Wenwei shall be reviewed by our Remuneration Committee at the end of each financial year of our Company. The first review shall take place at the end of the financial year ending 31 December 2009. In addition, our Executive Chairman and CEO, Weng Wenwei has agreed that he shall not during his employment and within a period of one (1) year upon his ceasing to be employed by our Company within Singapore or any other country in which our Group carries on business, directly or indirectly, except with the prior written consent of our Company: (i) either on his own account or for any other person directly or indirectly solicit, interfere with or endeavour to entice away from any company in our Group any person who to his knowledge is now or has been a client, customer or executive of, or in the habit of dealing with our Group; and either alone or jointly with or as a manager, agent for, director or executive of any person, firm or company, directly or indirectly carry on or be engaged or concerned or interested in the business undertaken or engaged by our Group (the Relevant Business) or in any business similar to or in competition with the Relevant Business.
(ii)
Our Executive Chairman and CEO, Weng Wenwei has also further agreed that he shall not during his employment with our Company and at all times thereafter without limit in point of time, directly or indirectly, except with the prior written consent of our Company: (i) use the name GREAT or or any name similar to that of or used by our Group or any colourable imitation thereof in connection with any business; and use any trade mark, patent or any other intellectual property right of our Group (which includes those trademarks and patents that Mr Weng Wenwei has granted an exclusive licence to the Group as disclosed in the section entitled Intellectual Property of this Prospectus) in connection with any business not belonging to our Group.
(ii)
Had the Service Agreement been in existence for FY2008, the aggregate remuneration (including contributions, bonus, and benefits-in-kind) paid to the Executive Director would have been approximately RMB764,685 instead of approximately RMB175,880 and the profit before tax of our Group would have been approximately RMB86.8 million instead of approximately RMB87.4 million. Our Group has 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, their working hours, medical benefits, grounds of termination and certain restrictive covenants. There is no existing or proposed service agreement entered into or to be entered into by our Directors or Executive Officers with our Group which provide for benefits upon termination of employment.
143
A A A A N.A.
A A A A A
A A A A A
(3)
EMPLOYEES Our employees are unionised. The relationship and co-operation between management and employees has been good and is expected to continue in the future. There has not been any incidents of industrial disputes or work stoppages with our employees which affected our operations. The number of our employees has increased in the Relevant Period, in tandem with the increase in our business operations. Save for our Group Financial Controller, Liang Choong Wai, who is based in Singapore, our other employees are based in the PRC.
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Departments Management and administration Finance Quality Control Production Sales and Marketing Research and Development Procurement Total Number of Staff
The drop in the number of our production staff from 1,643 as at end FY2008 to 1,348 as at the Latest Practicable Date was due to employees resigning during the Lunar New Year period. This is a seasonal trend in the PRC where employees returning home for Lunar New Year will not return to work. In anticipation of this trend, we had increased the number of temporary workers and finished goods inventory prior to the Lunar New Year. The majority of the employees who resigned were unskilled workers and therefore, their resignations do not impact our production process. In FY2008, the average number of our temporary workers varies during the year depending on our requirements, and may reach up to around 160 temporary workers just prior to the Lunar New Year in January 2009. During the other periods of the year, the number of temporary workers could be substantially lower. Remuneration of Employee Related to Our Directors and Controlling Shareholder As at the Latest Practicable Date, save for (i) Cai Zongren and Shi Ronglin (both of whom are production staff in our Production Department) and Shi Rongxuan (who is a sales staff in our Sales and Marketing Department) who are cousins of our Executive Chairman and CEO, Weng Wenwei; and (ii) Weng Baoting (who is an accounts staff in our Finance Department) who is the sister of our Executive Directors, Weng Wenwei and Weng Wenju, we do not have any other employees who are related to our Directors and Controlling Shareholder. The remuneration of employees who are related to our Directors and Controlling Shareholder will be reviewed annually by our Remuneration Committee to ensure that their remuneration packages are in line with our staff remuneration guidelines and commensurate with their respective job scopes and level of responsibilities. In the event that a member of our Remuneration Committee is related to the employee under review, he will abstain from the review. The aggregate remuneration of employees who are related to our Directors and Controlling Shareholder (excluding the remuneration of our Directors and Executive Officers) in FY2008, which included salaries, bonuses and benefits-in-kind, was no more than RMB200,000. The basis for determining their remuneration was generally the same as the basis for determining the remuneration of unrelated employees in our Group. The remuneration paid to employees who are related to our Directors and Controlling Shareholder will be disclosed in our annual reports in the event that such remuneration exceeds S$150,000 for that financial year.
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Remuneration Committee Chairman Lim Yeow Hua @ Lim You Qin Members Lee Kim Lian, Juliana Teoh Teik Kee
Members Lee Kim Lian, Juliana Lim Yeow Hua @ Lim You Qin
Members Lim Yeow Hua @ Lim You Qin Teoh Teik Kee Weng Wenwei
Board of Directors Our Articles of Association provide that the number of Directors on our Board shall not be less than two. We currently have five Directors on our Board, comprising two Executive Directors and three Independent Directors. Mr Teoh Teik Kee, Ms Lee Kim Lian, Juliana and Mr Lim Yeow Hua @ Lim You Qin have been appointed as our Independent Directors. Our Directors consider Mr Teoh Teik Kee, Ms Lee Kim Lian, Juliana and Mr Lim Yeow Hua @ Lim You Qin to be independent as they do not have any existing business or professional relationship with our Group, our Directors or Controlling Shareholder. They are also not related to any of our Directors or Controlling Shareholder. Notwithstanding Mr Weng Wenweis concurrent appointment as our Executive Chairman and CEO, the Board is of the view, given the scope and nature of the operations of the Group and the strong element of independent presence on the Board, that it is not necessary to separate the functions of the Chairman and CEO. However to ensure that there is no concentration of power and authority vested in one individual, we have appointed Mr Teoh Teik Kee as our Lead Independent Director, pursuant to the recommendations in Commentary 3.3 of the Code of Corporate Governance 2005. In accordance with 146
(b)
(c)
(g)
(h) (i)
(j)
147
(l)
Apart from the above functions, our Audit Committee will also commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls, or infringement of any law, rule or regulation which has or is likely to have a material impact on our Companys operating results or financial position. The Audit Committee shall also commission an annual internal control audit until such time as the Audit Committee is satisfied that our Groups internal controls are robust and effective enough to mitigate our Groups internal control weaknesses (if any). Prior to the decommissioning of such an annual audit, our Board is required to report to the SGX-ST on how the key internal control weaknesses have been rectified, and the basis for the decision to decommission the annual internal control audit. Thereafter, such audits may be initiated by the Audit Committee as and when it deems fit to satisfy itself that our Groups internal controls remain robust and effective. Upon completion of the internal control audit, appropriate disclosure must be made via SGXNET of any material, price-sensitive internal control weaknesses and any follow-up actions to be taken by our Board. The Audit Committee notes that Mr Zhang Shiwus most recent experience includes being the chief financial officer of Labixiaoxin (Fujian) Food Industry Co., Ltd. ( () ) from December 2003 to April 2007, which is a subsidiary of China Lifestyles Food and Beverages Group Limited, a company listed on the SGX-ST in 2005 with substantial operations in the PRC. The Audit Committee further notes that Mr Zhang Shiwu will in his work be assisted by our Group Financial Controller, Mr Liang Choong Wai who has previous audit experience in Singapore auditing firms. The Audit Committee notes that prior to Mr Liangs employment with our Group, Mr Liang has had three years experience working as a group accountant in Guangzhao Industrial Biotechnology Forest Group Ltd., a listed company in Singapore. The Audit Committee notes the work scope of Mr Liang, and that Guangzhao Industrial Biotechnology Forest Group Ltd is a company having substantial operations in the PRC. The Audit Committee further notes that Mr Liang has former audit experience in two audit firms in Singapore. The Audit Committee has, in the course of preparing for the listing of our Company on SGX-ST, observed and noted both Mr Zhangs and Mr Liangs contributions at various occasions, discussions and meetings such as their responses to questions posed to them at various meetings. By the responses provided by both Mr Zhang and Mr Liang to such questions, the Audit Committee has formed the view that they have demonstrated their understanding of the business of, and familiarity with the finance and accounting functions of, our Group. Mr Zhang, in particular, who has been with our Group for over 2 years, has demonstrated his understanding of, and has been able to answer question raised regarding the various business transactions entered into by our Group. The Audit Committee noted the manner in which both Mr Zhang and Mr Liang worked, in consultation with the Independent Auditor, on the combined financial statements for inclusion in the Prospectus and applied the proper accounting treatment. Their treatment and preparation of, and their discussion with the Independent Auditor, on the said combined financial statements demonstrated their knowledge of the Singapore Financial Reporting Standards, and listing requirements in Singapore. Coupled with Mr Zhangs and Mr Liangs qualifications and experience, the Audit Committee is of the view that both Mr Zhang and Mr Liang are able to carry out the finance functions of our Group in their respective capacities as Chief Financial Officer and Group Financial Controller. In addition, our Audit Committee shall, in one years time from the listing of our Company on the SGX-ST, review the suitability for continued service as our Chief Financial Officer and Group Financial Controller of Mr Zhang Shiwu and Mr Liang Choong Wai respectively and the overall effectiveness of the finance
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(b)
(c)
Each member of the Remuneration Committee shall abstain from voting on any resolution in respect of his remuneration package. Nominating Committee Our Nominating Committee comprises our Independent Directors, Mr Teoh Teik Kee, Ms Lee Kim Lian, Juliana, Mr Lim Yeow Hua @ Lim You Qin and our Executive Chairman and CEO, Weng Wenwei. Our Nominating Committee is chaired by Ms Lee Kim Lian, Juliana. The Nominating Committee is responsible for the following: (a) to make recommendations to the Board on all board appointments, including re-nominations, having regard, to the directors contribution and performance (for example, attendance, preparedness, participation and candour) including, if applicable, as an independent director; all directors should be required to submit themselves for re-nomination and re-election at regular intervals and at least every three years; to determine annually whether or not a director is independent; in respect of a director who has multiple board representations on various companies, to decide whether or not such director is able to and has been adequately carrying out his/her duties as director, having regard to the competing time commitments that are faced when serving on multiple boards; and to decide how the Boards performance may be evaluated and propose objective performance criteria, as approved by the Board that allows comparison with its industry peers, and address how the Board has enhanced long term shareholders value.
(b) (c)
(d)
Each member of the Nominating Committee shall abstain from voting on any resolution relating to his renomination as Director.
149
(ii) (iii)
Controlling Shareholders are not eligible to participate in the PSS. However, their Associates are eligible to participate in the PSS. As our Executive Chairman and CEO, Weng Wenwei, is a Controlling Shareholder, he will not participate in the PSS. His Associates (i) Cai Ane who is our General Manager (Production) and is the wife of Weng Wenwei; and (ii) Weng Wenju who is our Executive Director and Procurement Manager and is the brother of Weng Wenwei are eligible to participate in the PSS. 2. Awards Awards represent the right of a participant to receive fully paid Shares free of charge, upon the participant achieving prescribed performance targets. Performance targets set under the PSS are intended to be based on medium-term corporate objectives covering market competitiveness, quality of returns, business growth and productivity growth. The performance targets are stretched targets aimed at sustaining long-term growth. Examples of performance targets to be set include targets based on criteria such as sales growth, earnings per share and return on investment.
150
(v)
Awards may be granted at any time in the course of a financial year. An award letter confirming the award and specifying, inter alia, in relation to the award, the prescribed performance target(s) and the performance period during which the prescribed performance target(s) are to be satisfied, will be sent to each participant as soon as reasonably practicable after the making of an award. Special provisions for the vesting and lapsing of awards apply in certain circumstances, including the following: (i) (ii) (iii) (iv) (v) the termination of the employment of a participant; the ill health, injury, disability or death of a participant; the bankruptcy of a participant; the misconduct of a participant; the participant, being a Non-Executive Director, ceasing to be a Director of our Company or the relevant subsidiary of our Company for any reason whatsoever; and a take-over, winding-up or reconstruction of our Company.
(vi) 3.
Size and duration of the PSS The total number of new Shares which may be issued pursuant to awards granted under the PSS shall not exceed 15% of the issued share capital of our Company on the day preceding the relevant date of award. Subject to such adjustment as may be made to this PSS as a result of any variation in the capital structure of our Company, no more than 25% of the total number of Shares in respect of which our Company may grant Award under this Scheme may be offered in aggregate to the Associates of Controlling Shareholders and the total number of Shares to be offered to each of its Associate must not exceed 10% of the total number of Shares in respect of which our Company may grant Award in the future. 151
(ii)
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 our Company by way of a market purchase of such Shares undertaken by our Company on the SGX-ST during the period when a share purchase mandate granted by Shareholders (including any renewal of such mandate) is in force shall not normally be regarded as a circumstance requiring adjustment. Any adjustment (except in relation to a capitalisation issue) must be confirmed in writing by the auditors of our Group (acting only as experts and not arbitrators) to be in their opinion, fair and reasonable. 5.2 Modifications or alterations to the PSS The rules of the PSS may be modified and/or altered from time to time by a resolution of the Committee, subject to compliance with the Listing Manual and such other regulatory authorities as may be necessary.
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(cc)
(dd)
(ee)
(ff)
(c) 7.
such other information as may be required by the Listing Manual or the Act.
Role and composition of the Committee The Remuneration Committee of our Company, which comprises Mr Lim Yeow Hua @ Lim You Qin, Ms Lee Kim Lian, Juliana and Mr Teoh Teik Kee, will be designated as the Committee responsible for the administration of the PSS. The Committee oversees executive development in our Group with the aim of building capable and committed management teams, through focused management and progressive policies which can attract and retain a pool of talented executives to meet the current and future growth of our Group. In compliance with the requirements of the Listing Manual, any participant of the PSS who is a member of the Committee shall not be involved in its deliberations in respect of awards to be granted to or held by that member of the Committee.
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154
155
Quanzhou City Yuanteng Industry & Trade Development Co., Ltd. () (Yuanteng)
Xiamen Greatex Import and Export Trading Co., Ltd. (formerly known as ) (Xiamen Greatex)
PAST INTERESTED PERSON TRANSACTIONS Advances to and from our Executive Chairman and CEO, Weng Wenwei During the Relevant Period and for the period from 1 January 2009 to the Latest Practicable Date, our Executive Chairman and CEO, Weng Wenwei had made several advances to our Group for working capital purposes. In addition, our Group had also made several advances to our Executive Chairman and CEO, Weng Wenwei for his personal use and for business expenses. The net amounts advanced to and from our Executive Chairman and CEO, Weng Wenwei as at 31 December 2006, 31 December 2007, 31 December 2008 and as the Latest Practicable Date are as follows: As at the end of FY2006 (RMB000) Net amount advanced to/ (from) Mr Weng Wenwei 27,930 FY2007 (RMB000) (3,309) FY2008 (RMB000) (517) As at the Latest Practicable Date (RMB000) (284)
During the Relevant Period and from 1 January 2009 to the Latest Practicable Date, the largest net amount due to our Executive Chairman and CEO, Weng Wenwei was RMB3,309,000 (based on monthend balances) and the largest net amount owing from our Executive Chairman and CEO, Weng Wenwei was RMB27,930,000 (based on month-end balances). The above advances to and from our Executive Chairman and CEO, Weng Wenwei were made on an unsecured, interest-free basis and with no fixed terms of repayment. These advances are not considered loans made on an arms length basis nor on normal commercial terms. We will not make any personal advances to our Executive Chairman and CEO, Weng Wenwei save for advances required by our Executive Chairman and CEO, Weng Wenwei for business purposes which shall be limited to a maximum of S$10,000 at any one time in the future. Transfer of and licence to use certain intellectual property rights registered under our Executive Chairman and CEO, Weng Wenwei to our Group On 13 October 2008, our Executive Chairman and CEO, Weng Wenwei entered into an Intellectual Property Licence and Transfer Agreement () with Fujian Great and Quanzhou Great pursuant to which Weng Wenwei shall at our Groups request, transfer to our Group certain patents, the consideration of which shall be at such minimum amount permitted under PRC laws and regulations. Yuan Tai Law Offices, the Legal Advisers to our Company on PRC Law have, for the purpose of this Prospectus, advised on 20 May 2009 that under prevailing laws of the PRC, such patents may be transferred at nominal consideration, and we intend to do so. The patents will be transferred to our Group when our Group requires them. This is to save administrative cost of transfer of patents. Yuan Tai Law Offices, the Legal Advisers to our Company on PRC Law, have further advised on 27 July 157
(ii)
The above collaterals were to secure the following bank loans for working capital purposes: (i) a loan of RMB3.7 million for a period of 12 months commencing 24 January 2007 under a Loan Contract () (Reference No.: 13450047-07-1) dated 24 January 2007; and a loan of RMB1.0 million for a period of 12 months commencing 2 August 2007 under a Loan Contract () (Reference No.: 13450047-07-3) dated 2 August 2007. 158
(ii)
On 12 March 2009, our Executive Chairman and CEO Weng Wenwei disposed of his entire shareholding in Xiamen Greatex to his unrelated business partner of Xiamen Greatex and at the same time, stepped down as its legal representative. Following the disposal of our Executive Chairman and CEO, Weng Wenweis equity interests in Xiamen Greatex, Xiamen Greatex ceased to be an Associate of our Executive Chairman and CEO, Weng Wenwei. Our transactions with Xiamen Greatex will continue subsequent to the Invitation. Notwithstanding the above, all our future transactions with Xiamen Greatex will be subject to periodic review by the Audit Committee to ensure that they are carried out on normal commercial terms and are not prejudicial to the interests of our Company or our Shareholders. Guarantees given by our Executive Chairman and CEO Weng Wenwei, Baichuan and Fujian Great On 17 January 2008, our Executive Chairman and CEO, Weng Wenwei, Baichuan(1) and Fujian Great provided a joint and several guarantee of up to RMB10.0 million to secure an export trade receivable factoring facility not exceeding RMB10.0 million (or its US$ equivalent) expiring on 17 January 2009 granted by China Citic Bank Co., Ltd, Quanzhou Branch (). The guarantee was provided by Weng Wenwei, Baichuan and Fujian Great to Quanzhou Great without any fees, interest or other benefits being paid by our Group and were not entered into on an arms length basis or on normal commercial terms. The above facility has been repaid and the security has been discharged as at the Latest Practicable Date.
Note: (1) Please refer to the section entitled Interested Person Transactions - Other Transactions for further information on Baichuan and Cai Xinghuo.
Mortgage by Yuanteng On 5 June 2008, Yuanteng and the Industrial Commercial Bank of China, Quanzhou Licheng Sub-branch () (ICBC) entered into a Maximum Mortgage Contract ( ) pursuant to which Yuanteng mortgaged its land-use rights in respect of its land located 159
Purpose of guarantees/ amount guaranteed or secured/ expiry date To guarantee a facility comprising a term loan and an export trade receivable factoring facility not exceeding RMB11.0 million and expiring on 23 April 2010 granted by Huaxia Bank Co., Ltd, Fuzhou Branch () To guarantee an export trade receivable factoring facility not exceeding RMB6.0 million expiring on 25 December 2009 granted by China Construction Bank Co., Ltd., Quanzhou Licheng Sub-branch ( ) To guarantee an export trade receivable factoring facility not exceeding RMB4.0 million (or its US$ equivalent) expiring on 8 December 2009 granted by Bank of China, Quanzhou Branch ( ) To guarantee the loan of RMB7.7 million to Fujian Great expiring on 25 May 2010 granted by China Construction Bank Co., Ltd., Fujian Branch ( )(2) To guarantee the loan of RMB3.0 million to Fujian Great expiring on 25 May 2010 granted by Quanzhou City Commercial Bank ()
Facility utilised as at the Latest Practicable Date Term loan of RMB6.0 million and export trade receivable factoring of RMB4.7 million
RMB7.7 million
RMB3.0 million
160
These guarantees and other collaterals were provided by each of the guarantors without any fees, interest or other benefits being paid by our Group and were not entered into on an arms length basis or on normal commercial terms. Subsequent to the Invitation and upon renewal of the loans, we intend to obtain the release and discharge of the guarantees from the respective banks and replace them with corporate guarantees provided by our Group and/or third-party guarantors. We do not expect the revised terms and conditions of the banking facilities following the discharge of the guarantees and the replacement by corporate guarantees provided by us and/or third-party guarantors, to have any material adverse impact on our Group. In the event that we are unable to procure the discharge of the guarantees or procure the replacement of the guarantors, our Executive Chairman and CEO, Weng Wenwei who does not receive any interest or other benefits from this transaction, has undertaken to continue to provide the guarantees for so long as they are required by the respective banks. In the event the relevant bank(s) do not consent to the provision of guarantee provided solely by our Executive Chairman and CEO, Weng Wenwei, our Directors are of the view that they are able to secure alternative banking facilities on terms no less favourable to those applicable to our current facilities. Mortgage by Yuanteng On 11 June 2009, Yuanteng and the Industrial Commercial Bank of China, Quanzhou Licheng Subbranch () (ICBC) entered into a Maximum Mortgage Contract ( ) pursuant to which Yuanteng mortgaged its land-use rights in respect of its land located at Quangang District, Shanyaoyanchang Industrial District () in favour of ICBC to secure banking facilities of up to RMB6.8 million to Fujian Great during the period from 11 June 2009 to 10 June 2010. The mortgage was provided by Yuanteng without any fees, interest or other benefits being paid by our Group and was not entered into on an arms length basis or on normal commercial terms. OTHER TRANSACTIONS ) Guarantee provided by Cai Xinghuo ( Cai Xinghuo is the brother-in-law of our Executive Chairman and CEO, Weng Wenwei and he is also the brother of our Executive Officer, Cai Ane. In April 2008, Cai Xinghuo provided a personal guarantee of up to RMB11.0 million to secure banking facilities granted by Huaxia Bank Co., Ltd, Fuzhou Branch () to Quanzhou Great. Please refer to the section entitled On-going Interested Person Transactions - Guarantees provided by our Executive Chairman and CEO, Weng Wenwei and others of this Prospectus for more information. This guarantee was provided by Cai Xinghuo without any fees, interest or other benefits being paid by our Group and were not entered into on an arms length basis or on normal commercial terms. Quanzhou Baichuan Fashion Industry Co., Ltd. ( (Baichuan) ) Baichuan is a company established on 17 May 2004 in the PRC and is primarily engaged in production and sale of woven fabric, woven ribbon and garments. Cai Xinghuo has been the legal representative and general manager of Baichuan since its establishment. Baichuan is wholly owned by Li Shumin who is a distant relative of Cai Ane. None of Weng Wenwei, Cai Ane or Weng Wenju has any interest, direct or indirect, in Baichuan. Although Baichuan falls outside the definition of an interested person as set out under the Listing Manual, we have nonetheless for purposes of full disclosure disclosed the transactions with Baichuan.
161
(b)
These guarantees were provided by Baichuan without any fees, interest or other benefits being paid by our Group and were not entered into on an arms length basis or on normal commercial terms. Guarantee provided by our Group to Baichuan On 8 May 2007, Quanzhou Great provided a guarantee of up to RMB4.0 million to secure banking facilities granted by Quanzhou Commercial Bank, Kaiyuan Sub-branch () to Baichuan for working capital purposes. The guarantee has been discharged on 27 October 2008. The guarantee was provided by Quanzhou Great without any fees, interest or other benefits being paid by Baichuan and was not entered into on an arms length basis or on normal commercial terms. REVIEW PROCEDURES FOR INTERESTED PERSONS TRANSACTIONS All future transactions with interested parties shall comply with the requirements of the Listing Manual. As required by Rule 210(7) of the Listing Manual, we adopted a set of new Articles of Association which requires a Director to abstain from voting in any contract or arrangement in which he has a personal material interest. We shall conduct all future interested person transactions, if any, on an arms length basis and on normal commercial terms. The Audit Committee shall conduct regular and periodic reviews of the principal terms and conditions of any such transactions to ensure that they are on normal commercial terms. Whenever an Audit Committee member is interested in any interested party transaction, he shall abstain from reviewing and voting on that particular transaction. In addition, our Directors will ensure that all future business dealings exceeding S$50,000 in value between us and our interested parties will be on an arms length basis by imposing internal controls. Such internal controls include the following: (a) when purchasing items from or engaging the services of an interested party, to the extent that reasonably comparable goods or services are available and quotations thereon are practicable to obtain, our Directors shall take into account the prices and terms of at least two other comparative offers from third parties, contemporaneous in time. The purchase price or fee for services shall not be higher than the most competitive price or fee of the two comparative offers from third parties. 162
(c)
In the event that it is not possible for such quotations to be obtained, our Audit Committee, will determine whether the prices and terms offered by or to the interested persons are fair and reasonable and the terms of supply from or to the interested persons are made on normal commercial terms and are not prejudicial to the interests of our Company and our minority Shareholders. In addition, any interested person transaction of a value equal to or exceeding three per cent. of our Groups latest audited NTA must be approved by our Audit Committee prior to its entry and any interested person transaction of a value equal to or exceeding five per cent. of our Groups latest audited NTA is subject to the approval of Shareholders in general meeting prior to its entry. Designated persons of the respective companies are required to submit details of all interested person transactions entered into immediately to our Chief Financial Officer and Group Financial Controller, including the value of the transactions. As a minimum, a report is to be submitted every half-yearly. A nil return is expected if there is no interested person transaction for a previous half-year. For monitoring purposes, our Chief Financial Officer and Group Financial Controller will maintain a register of interested person transactions (the IPT Register). This IPT Register will be updated half-yearly based on submissions by the designated persons. It will record all interested person transactions which are entered into (including the basis on which they are entered into) and the approval or review by the Audit Committee. Our Audit Committee will review all such interested person transactions, if any, on a half-yearly basis through reporting by our Group Financial Controller to ensure that they are carried out on an arms length basis and in accordance with the procedures outlined above. It will take into account all relevant non-quantitative factors. In the event that a member of the Audit Committee is interested in any such interested person transaction, he will abstain from reviewing that particular transaction. Furthermore, if during these periodic reviews, the Audit Committee believes that the guidelines and procedures as stated above are not sufficient to ensure that interests of minority Shareholders are not prejudiced, we will adopt new guidelines and procedures. In addition, our Audit Committee will include the review of such interested person transactions as part of its standard procedures while examining the adequacy of our internal controls. Our Board will also ensure that all disclosure, approval and other requirements on interested person transactions, including those required by prevailing legislation, the Listing Manual and accounting standards, are complied with. In addition, such transactions will also be subject to Shareholders approval if deemed necessary by the Listing Manual. Under Chapter 9 of the Listing Manual, a listed company may seek a Shareholders mandate for recurrent transactions of revenue or trading nature or those necessary for its day-to-day operations such as supplies and materials, which may be carried out with the listed companys interested persons, but not for the purchase or sale of assets, undertakings or businesses. There is currently no general mandate from our Shareholders for recurrent interested person transactions of revenue or trading nature or those necessary for our day-to-day operations. In the event that such a general mandate is required in the future, we shall obtain it in accordance with the provisions of the Listing Manual.
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(ii)
(iii)
The following summarises potential conflict of interests which may involve us and these parties and the undertakings which have been obtained from these parties in the interest of our Group: Shanghai Neiyuan Trade and Development Co., Ltd. ( ) (Shanghai Neiyuan) Shanghai Neiyuan is a PRC company and under its business license, it is able to engage in the sales of apparel, shoes and hats, knitted textile, general merchandise, gifts, cosmetics, sports articles, electronic products, communication equipment, construction material and hardware, conduct the consulting business (save for brokering) and corporate image planning (save for those business activities required to be administrative licensed). As at the Latest Practicable Date, our Executive Chairman and CEO, Weng Wenwei holds 70% of the equity interest in Shanghai Neiyuan, whilst the remaining 30% is held by Zhu Kui, an unrelated third party. Since its establishment, Shanghai Neiyuan has been a dormant company. Our Executive Chairman and CEO, Weng Wenwei has undertaken that he will dispose of his entire equity interest in Shanghai Neiyuan or to procure that Shanghai Neiyuan be struck off before the registration of the Prospectus with the Authority. On 30 June 2009, Mr Weng Wenwei entered into a share transfer agreement with an unrelated party Mr Li Jianjiang pursuant to which Mr Weng Wenwei disposed of his entire equity interest in Shanghai Neiyuan to Mr Li Jianjiang. Mr Weng is in the process of registering the share transfer with the relevant authorities and expect that completion of the share transfer will be by the end of September 2009. In the meantime, our Executive Chairman and CEO, Weng Wenwei has undertaken that: (i) he shall procure that Shanghai Neiyuan shall remain a dormant company and shall not be engaged in any business activities; and as long as Mr Weng Wenwei remains a Director and/or Substantial Shareholder of our Company, it shall not, and shall procure that its subsidiaries and associated companies (whether present or future) shall not whether by themselves, their servant or agent or any of them or jointly with any other person firm or company and whether directly or indirectly and whether for the account of them or any one of them or any other person firm or company and whether as shareholder, participator, partner, promoter, director, officer, agent, manager, employee or consultant of, in or to any other person, firm or company or otherwise howsoever: (a) (b) carry on business that is directly or indirectly in competition with the business of our Group; have any interest in or provide any financial assistance, technical support or business knowhow to any other person to carry on business or other activities that will directly or indirectly compete with our Group; use any company name, company logo, trade name, trade mark, patent or any other intellectual property right of our Group and its associated companies in connection with any business not belonging to any company in our Group;
(ii)
(c)
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(e)
(f) (g)
(h)
Yuanteng City Industry & Trade Development Co., Ltd. () (Yuanteng) Yuanteng is a PRC company and under its business licence, it is able to engage in the production and sale of plastic articles, hardware, dress and bags. As at the Latest Practicable Date, our Executive Chairman and CEO, Weng Wenwei owns the entire equity interest in Yuanteng. However, other than its ownership of certain land-use rights, Yuanteng has been a dormant company since its establishment. Notwithstanding the above, our Directors believe that any potential conflicts of interests in the future may be mitigated as Yuanteng has undertaken that, so long as Mr Weng Wenwei is the Director and/ or Substantial Shareholder of our Company, it shall not, and shall procure that its subsidiaries and associated companies (whether present or future) shall not whether by themselves, their servant or agent or any of them or jointly with any other person firm or company and whether directly or indirectly and whether for the account of them or any one of them or any other person firm or company and whether as shareholder, participator, partner, promoter, director, officer, agent, manager, employee or consultant of, in or to any other person, firm or company or otherwise howsoever: (i) (ii) carry on business that is directly or indirectly in competition with the business of our Group; have any interest in or provide any financial assistance, technical support or business know-how to any other person to carry on business or other activity that will directly or indirectly compete with our Group; use any company name, company logo, trade name, trade mark, patent or any other intellectual property right of our Group and its associated companies in connection with any business not belonging to any company in our Group; act in any way that will directly or indirectly tarnish or adversely affect the reputation of our Groups brands including the /GREAT brand; obtain or conspire to obtain any information which is proprietary or confidential to our Group or act in any way that will directly or indirectly adversely affect the business and operations of our Group; solicit, market or entice away, from our Group any of our Groups customers; induce or seek to induce any person who is currently an employee of any company in our Group to become employed, whether as employee, consultant or otherwise by it, its subsidiaries or its associated companies whilst such person is an employee of our Group and within one (1) year from the date of such persons cessation or termination of employment with our Group; and engage in any fund raising activities or enter into any merger and/or acquisition or joint venture transaction in competition with our Group.
(iii)
(iv)
(v)
(vi) (vii)
(viii)
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(b)
(ii)
that he shall not during his employment hereunder and at all times thereafter without limit in point in time, directly or indirectly, except with our Companys prior written consent: (a) use the name Great or or any name similar to that of any company in our Group or any colourable imitation thereof in connection with any business; and use any trade mark, patent or any other intellectual property right of any company in our Group in connection with any business not belonging to any company in our Group.
(b)
In addition, our Executive Chairman and CEO, Weng Wenwei has separately undertaken as follows: (i) that so long as he remains a Director and/or Substantial Shareholder of our Company that he shall not, and shall procure that his Associates (whether present or future) will not whether by themselves, their servant or agent or any of them or jointly with any other person firm or company and whether directly or indirectly and whether for the account of them or any one of them or any other person firm or company and whether as shareholder, participator, partner, promoter, director, officer, agent, manager, employee or consultant of, in or to any other person, firm or company or otherwise howsoever: (a) engage in the design and/or manufacture of undergarments, childrens and infants apparel and other products sold or manufactured by our Group; engage in the sale and/or distribution of undergarments and childrens and infants apparel that will be competing with our Groups products; engage in any development of any proprietary undergarment brand that will be competing with our Groups products; have any interest in or provide any financial assistance, technical support or business knowhow to any other person to carry on business or other activity that will directly or indirectly compete with our Group; subject to item (ii) (b) below and save for Xiamen Great Cultural and Media Co., Ltd.s ( )(1) use of its existing company name, namely, in connection with its business which is not directly or indirectly in competition with the business activities of our Group, use any company name, company logo, trade name, trademark, patent or any other intellectual property right of our Group and its associated companies in connection with any business not belonging to any company in our Group;
(b)
(c)
(d)
(e)
166
(g)
(h) (i)
(j)
(ii)
that so long as he remains a Director and/or Substantial Shareholder of our Company, (a) he shall not sell, transfer, assign or otherwise dispose of any of his interest in all or any of his shares in the following enterprises, namely Xiamen Great Cultural and Media Co., Ltd. (), Quanzhou Chuancheng Culture Co., Ltd. ( ), and Quanzhou City Yuanteng Industry and Trade Development Co., Ltd. () and Shanghai Neiyuan Trade and Development Co., Ltd. ( ) without first making an offer in writing to sell such shares to our Group based on the valuation as determined by an independent valuer; he shall and shall procure that his Associates shall, when he or they come across any business opportunities related to our Groups business in the PRC, introduce such business opportunities exclusively to our Group for our Groups consideration. And he shall, as a Director of our Company, abstain from voting on any transaction which he is interested in; and he shall and shall procure that his Associates shall, upon our Groups request, cease the use of and GREAT or any name similar to that of our Group and its associated companies or any colourable imitation thereof in connection with any business.
(b)
(c)
Note: (1) The shareholders of Xiamen Great Culture and Media Co., Ltd. () (XGCM) are Mr Weng Wenwei holding 69% and Mr Wei Ye () holding 31% of the equity interest in XGCM. Weng Wenwei is the legal representative and director of XGCM. XGCM was carved out of Mr Weng Wenweis undertaking because its business scope which is in relation to the production and operation of radio and television programs, media and advertising, is not in competition with the Groups business although the name of XGCM contains the Chinese characters which is a trademark owned by the Group.
INTERESTS OF EXPERTS No expert is interested, directly or indirectly, in the promotion of, or in any property or assets which have, within the 3 years preceding the date of this Prospectus, been acquired or disposed of by or leased to our Company or our subsidiaries or are proposed to be acquired or disposed of by or leased to our Company or our subsidiaries. No expert is employed on a contingent basis by any company in our Group which has a material interest, whether direct or indirect, in our Shares or has a material economic interest, whether direct or indirect, in our Company, including an interest in the success of the Invitation.
167
168
(ii)
(iii) (iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
(b)
(c)
169
in connection with any matter occurring or arising during the period when he was so concerned with the corporation or partnership or entity or business trust; and (xi) has ever been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Authority or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere.
Ms Lee Kim Lian, Juliana has been the director of Hsing-Hua Aviation Technologies Pte Ltd. since October 2001. Hsing-Hua Aviation Technologies Pte Ltd. is underway to be wound up in Singapore pursuant to creditors request, although no application has yet been made as at the date of this Prospectus. 2. SHARE CAPITAL Save as disclosed below and under the sections entitled Restructuring Exercise, Share Capital and Vendors of this Prospectus, there were no changes in the issued and paid-up capital of our Company and our subsidiaries within the three years preceding the Latest Practicable Date.
Number of Shares Issue Price / Consideration Purpose of Issue Resultant Issued Share Capital
2 9,998
S$2 S$4,720,902
Date of Contribution
Purpose of Contribution
Fujian Great 16 October 2006 28 November 2006 4 December 2006 12 December 2006 11 June 2007 15 June 2007 19 June 2007 25 June 2007 26 June 2007 27 June 2007 2 August 2007 8 August 2007
HK$19,000.00 US$49,000.00 US$50,000.00 US$50,000.00 US$149,000.00 US$150,000.00 US$100,000.00 US$250,003.82 US$20,000.00 US$123,000.00 US$100,000.00 US$155,800.00
HK$43,107,255.59 HK$4,691,760.64 HK$5,080,461.29 HK$5,469,142.86 HK$6,633,475.46 HK$7,806,079.13 HK$8,587,879.03 HK$10,541,449.73 HK$12,103,974.09 HK$13,064,992.42 HK$13,847,861.38 HK$15,067,621.44 Resultant Issued Share Capital
Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital Working capital
Number of Shares
Purpose of Issue
Incorporation
US$1
US$50,000
170
(ii)
(iii)
(iv)
(v)
(vii)
5.
LITIGATION None of the companies in our Group is engaged in any legal or arbitration proceedings, including those which are pending or known to be contemplated, which may have or which have had in the 12 months immediately preceding the date of lodgement of the prospectus, a material effect on our Groups financial position or profitability.
6.
FINANCIAL CONDITION AND OPERATIONS OF OUR GROUP Our Directors are not aware of any event which has occurred since 31 December 2008 (being the end of the period covered by the most recent audited financial statements of our Group included in the Prospectus) to the Latest Practicable Date which may have a material effect on the financial position and results of our Group.
7.
INDEPENDENT AUDITOR Details, including the name, address and professional qualifications (including membership in a professional body) of the Independent Auditor of our Company are as follows: Name, professional qualication and address Nexia TS Public Accounting Corporation Public Accountants and Certied Public Accountants 5 Shenton Way UIC Building #23-03 Singapore 068808 Director-in-charge / Professional Qualication Henry SK Tan / Bachelor of Accountancy (First Class Honours), National University of Singapore
We currently have no intention of changing the Independent Auditor of our Company after the listing of our Company on the SGX-ST. 8. MISCELLANEOUS (i) All application monies received by our Company in respect of successful applications (including any excess application monies and successfully balloted applications that are subsequently rejected) will be placed in a separate non-interest bearing account with The Bank of East Asia, Limited as the Receiving Banker. There is no sharing arrangement between the Receiving Banker and our Company in respect of any interest or revenue or any other benefit in respect of the deployment of application monies in the inter-bank monies market, if any. In the ordinary course of business, the Receiving Banker will deploy these monies in the interbank money market. All profits derived from the deployment of such monies will accrue to the Receiving Banker. Any refund of the application monies to unsuccessful or partially successful applicants will be made without any interest or share of revenue or any benefit arising therefrom. 172
(iii)
(iv)
(v)
(b) (c)
(d)
(vi)
No Shares shall be allotted and/or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority. As at the Latest Practicable Date, our business and profitability are not materially dependent on any industrial, commercial or financial contract (including a contract with a customer or supplier).
(vii)
9.
CONSENTS (i) The Independent Auditor has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion of the Independent Auditors Report on the Combined Financial Statements for Financial Years Ended 31 December 2006, 2007 and 2008 as set out in Appendix A of this Prospectus. Each of the Manager and the Underwriter has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion of its names and reference thereto in the form and context in which it appear in this Prospectus and to act in such capacity in relation to this Prospectus. The Legal Advisers to our Company on PRC Law has given and has not withdrawn its consent to the issue of this Prospectus with the inclusion of its opinion in sections entitled General Information on Our Group - Restructuring Exercise and Interested Person Transactions - Past Interested Person Transactions of this Prospectus in the form and context in which it is included and references to its name in the form and context in which it appears in this Prospectus and to act in such capacity in relation to this Prospectus. 173
(ii)
(iii)
10.
RESPONSIBILITY STATEMENT BY OUR DIRECTORS AND THE VENDORS This Prospectus has been seen and approved by the Directors and the Vendors, 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, the facts stated and the opinions expressed in this Prospectus are fair and accurate in all material respects as at the date of this Prospectus and that there are no material 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 our Group.
11.
DOCUMENTS FOR INSPECTION Copies of the following documents may be inspected at 8 Cross Street #11-00 PWC Building Singapore 048424 during normal business hours for a period of six months from the date of registration of this Prospectus: (i) (ii) the Memorandum and Articles of Association of our Company; the Independent Auditors Report on the Combined Financial Statements for the Financial Years Ended 31 December 2006, 2007 and 2008 as set out in Appendix A of this Prospectus; the material contracts referred to in Material Contracts in paragraph 4 above of the section entitled General and Statutory Information of this Prospectus; Letters of consent referred to in Consents in paragraph 9 above of the section entitled General and Statutory Information of this Prospectus; and the Service Agreement referred to in the section entitled Service Agreement of this Prospectus.
(iii)
(iv)
(v)
174
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
GREAT GROUP HOLDINGS LIMITED STATEMENT BY DIRECTORS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008 In the opinion of the directors, (i) the combined financial statements set out on pages A-4 to A-44 are drawn up so as to present fairly, the state of affairs of the Group at 31 December 2006, 2007 and 2008, and of the results, changes in equity and cash flows of the Group for the financial years then ended; and at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
(ii)
The directors have, on the date of this statement, authorised these financial statements for issue.
A-1
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
16 September 2009 The Board of Directors Great Group Holdings Limited 8 Cross Street #11-00 PWC Building Singapore 048424
Dear Sirs We have audited the accompanying combined financial statements of Great Group Holdings Limited (the Company) and its subsidiaries (collectively the Group) as set out on pages A-4 to A-44 comprising the combined balance sheets as at 31 December 2006, 2007 and 2008, and combined income statements, combined statements of changes in equity and combined cash flow statements for the financial years ended 31 December 2006, 2007 and 2008 and a summary of significant accounting policies and other explanatory notes. Managements Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Singapore Financial Reporting Standards. This responsibility includes: (a) devising and maintaining a system of internal accounting control sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair income statements and balance sheets and to maintain accountability of assets; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
(b) (c)
Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
A-2
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Opinion In our opinion, the accompanying combined financial statements of the Group give a true and fair view of the state of affairs of the Group as at 31 December 2006, 2007 and 2008 and of the results, changes in equity and cash flows of the Group for the financial years ended 31 December 2006, 2007 and 2008 in accordance with the basis of preparation set out in Notes 3.2 and 4.4 to the combined financial statements and Singapore Financial Reporting Standards. Report on Other Legal and Regulatory Requirements This report has been prepared for inclusion in the Prospectus in connection with the initial public offering of the ordinary shares of the Company on the Singapore Exchange Securities Trading Limited.
Nexia TS Public Accounting Corporation Public Accountants and Certified Public Accountants Director-in-charge: Henry SK Tan (Appointed for the financial year ended 31 December 2008)
A-3
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Combined Income Statements For the financial years ended 31 December 2006, 2007 and 2008 2006 RMB000 146,363 (115,237) 31,126 7 948 2007 RMB000 262,286 (191,288) 70,998 (240) 2008 RMB000 400,835 (296,495) 104,340 2,393
Note Revenue Cost of sales Gross profit Other income/(loss) Expenses - Selling and distribution - Administrative - Other operating - Finance Profit before income tax Income tax expense Net profit 11 8 6
Attributable to: Equity holders of the Company Earnings per share (cents per share) 12 22,248 11.12 56,463 28.23 70,807 35.40
The annexed notes form an integral part of and should be read in conjunction with this combined financial statements
A-4
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Combined Balance Sheets As at 31 December 2006, 2007 and 2008 2006 RMB000 2007 RMB000 2008 RMB000
Note ASSETS Current Assets Cash and cash equivalents Trade and other receivables Inventories Other current assets Derivative financial assets
13 14 15 16 17
Non-current Assets Property, plant and equipment Intangible assets Deposit for land-use rights
18 19
Total Assets
84,473
LIABILITIES Current Liabilities Trade and other payables Borrowings Derivative financial liabilities Current income tax liabilities Total Liabilities NET ASSETS
20 21 17
22
A-5
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Combined Statements of Changes in Equity For the financial years ended 31 December 2006, 2007 and 2008 Share Capital RMB000 14,650 22 1,593 16,243 22 23 9,371 25,614 25,614 Retained Earnings RMB000 11,177 22,248 33,425 56,463 (30,898) 58,990 70,807 129,797 Total Equity RMB000 25,827 22,248 1,593 49,668 56,463 9,371 (30,898) 84,604 70,807 155,411
Note As at 1 January 2006 Total recognised income Net profit Injection of additional share capital As at 31 December 2006 Total recognised income Net profit Injection of additional share capital Final dividend relating to 2006 paid As at 31 December 2007 Total recognised income Net profit As at 31 December 2008
The annexed notes form an integral part of and should be read in conjunction with this combined financial statements
A-6
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Combined Cash Flow Statements For the financial years ended 31 December 2006, 2007 and 2008 2006 RMB000 2007 RMB000 2008 RMB000
Note Cash flows from operating activities Net profit Adjustments for: - Income tax expense - Amortisation and depreciation - Unrealised fair value losses/(gains) from derivative financial instruments - Interest expense - Interest income
22,248
56,463
70,807
4,235 1,480 500 691 (168) 63,201 (19,964) (20,899) (2,571) 7,314 (770) 26,311 168 (691) (805)
16,620 1,772 (500) 1,862 (353) 90,208 (52,320) (6,290) (45) (9,541) 3,340 25,352 353 (1,862) (9,646)
Changes in working capital - Trade and other receivables - Inventories - Other current assets - Trade and other payables - Bills payables Cash (used in)/generated from operations Interest received Interest paid Income tax paid Net cash (used in)/provided by operating activities
(868)
24,983
14,197
The annexed notes form an integral part of and should be read in conjunction with this combined financial statements
A-7
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Combined Cash Flow Statements (continued) For the financial years ended 31 December 2006, 2007 and 2008 2006 RMB000 2007 RMB000 2008 RMB000
Note Cash flows from investing activities Purchases of property, plant and equipment Purchases of intangible assets Deposit for land-use rights Net cash used in investing activities Cash flows from financing activities Proceeds from borrowings Proceeds from injection of additional share capital Increase in short-term bank deposits pledged Dividend paid Net cash provided by/(used in) financing activities
(2,354) (2,354)
17,696 (3,422)
3,535
(17,927)
14,274
Net increase in cash and cash equivalents Cash and cash equivalents at beginning of financial year Cash and cash equivalents at end of financial year
313
1,891
20,747
1,175
1,488
3,379
13
1,488
3,379
24,126
The annexed notes form an integral part of and should be read in conjunction with this combined financial statements
A-8
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 1 Introduction The combined financial statements of Great Group Holdings Limited (the Company) and its subsidiaries (collectively, the Group) have been prepared for inclusion in the offering documents of Great Group Holdings Limited in connection with initial public offering (IPO) by the Company of 65,000,000 new ordinary shares. 2 Corporate Information The Company was incorporated in the Republic of Singapore on 29 February 2008 under the Singapore Companies Act as a private limited company under the name of Great Group Holdings Pte Ltd. The Company was incorporated for the purpose of acquiring the existing companies of the Group pursuant to the Group Restructuring Exercise (Note 3). On 22 June 2009, the name of the Company was changed to Great Group Holdings Limited in connection with the Companys conversion to a public company limited by shares. At the date of incorporation, the issued and paid-up capital was S$2 comprising two ordinary shares. The principal activities of the Company is investment holding. The registered office and business address is located at 8 Cross Street, #11-00, PWC Building, Singapore 048424. Principal activities of the subsidiaries are disclosed in Note 3.1. The principal place of business of the subsidiaries is located at Ruiming Building, Nanhuan Road, Licheng District, Quanzhou, Fujian Province, Peoples Republic of China (PRC). 3 Restructuring Exercise and Basis of Preparation 3.1 Restructuring Exercise The Restructuring Exercise comprised the following steps: (a) Incorporation of the Company The Company was incorporated on 29 February 2008 in the Republic of Singapore as an investment holding company with an initial issued and paid-up share capital of S$2 comprising two ordinary shares, all of which was issued and allotted to G&W Investment Management Co., Ltd. (G&W). G&W, an investment holding company incorporated in the British Virgin Island (BVI), is wholly-owned by Executive Director and CEO, Weng Wenwei. On 22 June 2009, the Company was converted into a public company and changed its name to Great Group Holdings Limited.
A-9
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 3 Restructuring Exercise and Basis of Preparation (continued) 3.1 Restructuring Exercise (continued) (b) Acquisition of Fujian Great Fashion Industry Co., Ltd (Fujian Great) Immediately prior to the Restructuring Exercise, Fujian Great was wholly owned by Great Holdings HK Limited (HK Great), a company incorporated in Hong Kong. HK Great is wholly-owned by the Executive Chairman and CEO, Weng Wenwei and his spouse in the proportion of 60 per cent and 40 per cent respectively. In order for the Company to acquire the entire share capital of Fujian Great from HK Great, the Company had on 7 October 2008 entered into a share transfer agreement with HK Great (the Fujian Great Share Transfer Agreement) to acquire the entire issued share capital of Fujian Great from HK Great for a purchase consideration of HK$15 million. The consideration of HK$15 million was arrived at based on the registered capital of Fujian Great as at the date of the Fujian Great Share Transfer Agreement. The net asset value (NAV) of Fujian Great at the time of the Fujian Great Share Transfer Agreement was RMB68.3 million (based on NAV as at 30 September 2008). Under the Fujian Great Share Transfer Agreement, the consideration for the aforesaid transfer was to be settled by cash. Pursuant to a side letter dated 9 November 2008 (the Side Letter), the payment of the consideration was deferred to 31 December 2008 at the request of the Company. The deferment of payment of consideration was requested by the Company as the Company was newly established as a holding company and therefore, required additional time for payment. The consideration for the acquisition of Fujian Great has been settled as at 31 December 2008 by way of a setoff as described in paragraph (d) of the section entitled Restructuring Exercise of this prospectus. (c) Acquisition of Quanzhou Great Garments Co., Ltd (Quanzhou Great) Immediately prior to the Restructuring Exercise, the entire equity interest of Quanzhou Great was held by HK Great. Pursuant to a share transfer agreement dated 7 October 2008 (the Quanzhou Great Share Transfer Agreement), the Company acquired the entire share capital in Quanzhou Great from HK Great for a consideration of HK$10 million. The consideration of HK$10 million was arrived at based on the registered capital of Quanzhou Great as at the date of the Quanzhou Great Share Transfer Agreement. The NAV of Quanzhou Great was RMB67.8 million as at 30 September 2008. Under the Quanzhou Great Share Transfer Agreement, the consideration for the aforesaid transfer was to be settled by cash. Pursuant to the Side Letter, the payment of the consideration was deferred to 31 December 2008 at the request of the Company. The deferment of payment of consideration was requested by the Company as the Company was newly established as a holding company and therefore, required additional time for payment. The consideration for the acquisition of Quanzhou Great has been settled as at 31 December 2008 by way of a set-off as described in paragraph (d) of the section entitled Restructuring Exercise of this prospectus. On 10 October 2008, the Company has obtained the approval from the Quanzhou City Licheng District Foreign Trade and Economic Cooperative Bureau in respect of the Acquisition. The Companys equity interest in both Fujian Great and Quanzhou Great has been registered with the Quanzhou Administrative Bureau for Industry and Commerce in accordance with the relevant PRC laws. Following completion of the abovesaid acquisitions, Fujian Great and Quanzhou Great became wholly-owned subsidiaries of the Company. A-10
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 3 Restructuring Exercise and Basis of Preparation (continued) 3.1 Restructuring Exercise (continued) (d) Settlement of the consideration for the acquisition of Fujian Great and Quanzhou Great On 31 December 2008, HK Great agreed to subscribe for 9,998 ordinary shares in the Company for an aggregate consideration of HK$25 million (Subscription Consideration), agreed to be equivalent to S$4,720,900. Under the terms of this subscription agreement, HK Great and the Company agreed that the Subscription Consideration shall be offset against the consideration for the Fujian Great Share Transfer Agreement and the Quanzhou Great Share Transfer Agreement. HK Great also directed the Company to issue the 9,998 ordinary shares to G&W. Group Structure Upon the completion of the Restructuring Exercise, the Company has the following subsidiaries:
Principal Place of Business/ Registered Address Linjiang Industrial Zone, Nanhuan Road, Quanzhou City, Fujian Province Linjiang Industrial Zone, Nanhuan Road, Licheng District, Quanzhou City Issued and Paid-up Capital/ Registered Capital HKD15,000,000 % Ownership Held by the Company 100%
Quanzhou Great
31 July 2000
Producing garments, weaving, ribbon, printing, shoes, hats and bags (exporting the commodity which is not related with the management of the export permit quota)
HKD10,000,000
100%
3.2
Basis of Preparation The Restructuring Exercise involved companies which are under common control since all the entities which took part in the Restructuring Exercise were controlled by the same ultimate shareholders before and immediately after the Restructuring Exercise. The objective of the combined financial statements is to show what the historical information might have been had the Combined Group as described in Note 3.1 above and after the Restructuring Exercise had been in place since 1 January 2006 under the pooling-of-interest method. Such manner of presentation reflects the economic substance of the combining companies, which were under common control throughout the financial years ended 31 December 2006, 2007 and 2008 presented, as a single economic enterprise, although the legal parentsubsidiary relationships were not established as at respective balance sheet dates. A-11
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 3 Restructuring Exercise and Basis of Preparation (continued) 3.2 Basis of Preparation (continued) The combined financial statements have been prepared for inclusion in the Prospectus in connection with the IPO of the ordinary shares of the Company. These combined financial statements comprise: (i) the audited combined income statements for the financial years ended 31 December 2006, 2007 and 2008; the audited combined balance sheets as at 31 December 2006, 2007 and 2008; the audited combined statements of changes in equity for the financial years ended 31 December 2006, 2007 and 2008; and the audited combined cash flow statements for the financial years ended 31 December 2006, 2007 and 2008.
(ii) (iii)
(iv)
Basis of Preparation of the Combined Financial Information The combined financial statements for the financial years ended 31 December 2006, 2007 and 2008 are based on the following: (i) the financial results of Combined Group for the financial years ended 31 December 2006, 2007 and 2008 as if the Group structure as of the date of registration of the Prospectus had been in place since 1 January 2006; the financial positions of the Combined Group as at 31 December 2006, 2007 and 2008 as if the Group structure as of the date of registration of the Prospectus had been in place since 1 January 2006; the changes in equity of the Combined Group for the financial years ended 31 December 2006, 2007 and 2008 as if the Group structure as of the date of registration of the Prospectus had been in place since 1 January 2006; and the cash flows of the Combined Group for the financial years ended 31 December 2006, 2007 and 2008 as if the Group structure as of the date of registration of the Prospectus had been in place since 1 January 2006.
(ii)
(iii)
(iv)
The accounting policies set out below have been applied consistently to all periods presented in these combined financial statements and in preparing an opening Singapore Financial Reporting Standards (FRS) balance sheet at 1 January 2006 based on FRS. The accounting policies have been applied consistently by the Combined Group.
A-12
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 4 Summary of Significant Accounting Policies 4.1 Statement of Compliance The combined financial statements of the Group are prepared in accordance with FRS including related Interpretations promulgated by the Accounting Standards Council (ASC) (formerly known as Singapore Council on Corporate Disclosure and Governance). The combined financial statements are prepared in accordance with FRS. The combined financial statements have been prepared under the historical cost convention, except as disclosed in the accounting policies below. The combined financial statements are presented in Chinese Renminbi (RMB), unless otherwise stated. 4.2 Use of Estimates and Judgements The preparation of the combined financial statements in accordance with FRS requires the Companys management to exercise its judgement in the process of the Groups accounting policies. It also requires the use of certain critical accounting estimates and assumptions. Areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the combined financial statements, are disclosed in Note 5. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of judgements about carrying values of assets and liabilities and which are not readily apparent from other sources. Actual results may differ from these estimates. At the date of this report, the Directors of the Company have considered and anticipated that the adoption of FRS that were in issue but not effective will not have any material impact on the combined financial statements. The Group and the Company have adopted all the applicable new/revised FRS issued by the Accounting Standards Council (ASC) (formerly known as Singapore Council on Corporate Disclosure and Governance) that are relevant to its operations and effective for annual period beginning 1 January 2008. The adoption of these new/revised FRS has had no material effect on the combined financial statements for the current and prior financial years. 4.3 Changes in Accounting Policies The Group has early adopted FRS and Interpretations to FRS (INT FRS), which are effective for accounting periods beginning on or after 1 January 2008, issued by the ASC for the preparation of these combined financial statements of the Group since 1 January 2006. FRS 101, First-time Adoption of Financial Reporting Standards, have been applied in preparing these combined financial statements. The early adoption of FRS and INT FRS which are effective for periods beginning on or after 1 January 2008 did not result in any substantial changes to the Groups accounting policies nor any significant impact on these combined financial statements.
A-13
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 4 Summary of Significant Accounting Policies (continued) 4.3 Changes in Accounting Policies (continued) FRS 108, Operating Segments, was early adopted by the Group in 2008. FRS 108 replaces FRS 14, Segment Reporting. The new standard requires a management approach under which segment information is presented on the same basis as that used for internal reporting purposes. This has resulted in an increase in the number of reportable segments presented. In addition, the segments are reported in a manner that is more consistent with the internal reporting provided to the chief operating decision-maker. There has been no further impact on the measurement of the Groups assets and liabilities. Comparative for 2006, 2007 and 2008 have been restated. 4.4 Common Control Business Combination Outside the Scope of FRS 103 A business combination involving entities under common control is a business combination in which all the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory. The Restructuring Exercise described in Note 3.1 resulted in a business combination involving common control entities, and accordingly the accounting treatment is outside the scope of FRS 103 Business Combinations. For such common control business combinations, the merger accounting principles are used to include the assets, liabilities, results, equity changes and cash flows of the combining entities in the combined financial statements. In applying merger accounting, financial statement items of the combining entities or businesses for the reporting period in which the common control combination occurs, and for any comparative periods disclosed, are included in the combined financial statements of the combined entity as if the combination had occurred from the date when the combining entities or businesses first came under the control of the controlling party or parties. A single uniform set of accounting policies is adopted by the combined entity. Therefore, the combined entity recognises the assets, liabilities and equity of the combining entities or businesses at the carrying amounts in the combined financial statements of the controlling party or parties prior to the common control combination. The carrying amounts are included as if such combined entity applied a single uniform set of accounting policies to all periods presented. There is no recognition of any goodwill or excess of the acquirers interest in the net fair value of the acquirees identifiable assets, liabilities and contingent liabilities over cost at the time of the common control combination. The effects of all transactions between the combining entities or businesses, whether occurring before or after the combination, are eliminated in preparing the combined financial statements of the combined entity. Subsidiaries are entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are consolidated from the date on which control is transferred to the Group to the date on which that control ceases. In preparing the combined financial statements, intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated; unrealised losses are also eliminated unless cost cannot be recovered. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group.
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APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 4 Summary of Significant Accounting Policies (continued) 4.5 Revenue Recognition Sales comprise the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the Groups activities. Sales are presented, net of value-added tax, rebates and discounts. The Group recognises revenue when the amount of revenue and related costs can be reliably measured, it is probable that economic benefits will flow to the entity and when the specific criteria for each of the Groups activities are met as follows: (a) Sale of goods Revenue from sale of goods is recognised when the Group has delivered the products to its customers, the customers have accepted the products and the recoverability of the related receivables is reasonably assured. (b) Interest income Interest income is recognised using effective interest method. 4.6 Property, Plant and Equipment (a) Measurement Property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses. The cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. (b) Depreciation Depreciation is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as follows: Useful lives 10 years 20 years 5 years 5 years
Machinery and equipment Leasehold building Furniture & fitting and office equipment Motor vehicles
The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in the income statement when the changes arise. (c) Subsequent expenditure Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repair and maintenance expense is recognised in the income statement when incurred. A-15
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 4 Summary of Significant Accounting Policies (continued) 4.6 Property, Plant and Equipment (continued) (d) Disposal On disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and its carrying amount is recognised in the income statement. 4.7 Intangible Assets (a) Land-use rights Land-use rights is initially recognised at cost and is subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to the income statement using the straight-line method over 50 years, which is the shorter of the estimated useful lives and periods of contractual rights. The portion of the land-use rights to be amortised over the next 12 months is reflected as current assets. The amortisation expense is recognised in the combined income statements. (b) Acquired trademark and licenses Trademarks and licenses acquired are initially recognised at cost and are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to the income statement using the straight-line method over three years, which is the shorter of their estimated useful lives and periods of contractual rights. (c) Acquired computer software licenses Acquired computer software licenses are initially capitalised at cost which includes the purchase price (net of any discounts and rebates) and other directly attributable cost of preparing the asset for its intended use. Direct expenditure including employee costs, which enhances or extends the performance of computer software beyond its specifications and which can be reliably measured, is added to the original cost of the software. Costs associated with maintaining the computer software are recognised as an expense when incurred. Computer software licenses are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to the income statement using the straight-line method over their estimated useful lives of five years. The amortisation period and amortisation method of intangible assets are reviewed at least at each balance sheet date. The effects of any revision are recognised in the income statement when the changes arise. 4.8 Borrowing Costs Borrowings costs are recognised in the income statement using the effective interest method.
A-16
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 4 Summary of Significant Accounting Policies (continued) 4.9 Impairment of Non-financial Assets Intangible assets and property, plant and equipment are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the cash-generating unit (CGU) to which the asset belongs. If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. The difference between the carrying amount and recoverable amount is recognised as an impairment loss in the income statement. An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the assets recoverable amount since the last impairment loss was recognised. The carrying amount of an asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset is recognised in the income statement. 4.10 Loans and Receivables Loans and receivables are non-derivative assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are presented as trade and other receivables and cash and cash equivalents in the combined balance sheets. These financial assets are initially recognised at fair value plus transaction cost and subsequently carried at amortised cost using the effective interest method. They are presented as current assets, except for those maturing later than 12 months after the balance sheet date which are presented as non-current assets. The Group assesses at each balance sheet date whether there is objective evidence that these financial assets are impaired and recognises an allowance for impairment when such evidence exists. Allowance for impairment is calculated as the difference between the carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. 4.11 Inventories Inventories are carried at the lower of cost and net realisable value. Cost is determined using the weighted average method. The cost of finished goods comprises raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity) but excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
A-17
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 4 Summary of Significant Accounting Policies (continued) 4.12 Trade and Other Payables Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest method. 4.13 Borrowings Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date. Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. 4.14 Income Taxes Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of an asset or liability that affects neither accounting nor taxable profit or loss at the time of the transaction. A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Deferred income tax is measured: (i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date; and based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.
(ii)
Current and deferred income taxes are recognised as income and expense in the income statement. 4.15 Employee Compensation Defined contribution plans Defined contributions plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities such as the Central Provident Fund, on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The Groups contributions are recognised as employee compensation expense when they are due.
A-18
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 4 Summary of Significant Accounting Policies (continued) 4.16 Leases When the Company is the lessee: Leases of property, plant and equipment where the Company assumes substantially the risks and rewards of ownership are classified as finance leases. The leased assets and the corresponding lease liabilities (net of finance charges) under finance leases are recognised in the combined balance sheets as property, plant and equipment and borrowings respectively at the inception of the leases at the lower of the fair values of the leased assets and the present values of the minimum lease payments. Each lease payment is apportioned between the finance charge and the reduction of the outstanding lease liability. The finance charge is recognised in the income statement and allocated to each period during the lease term so as to achieve a constant periodic rate of interest on the remaining balance of the finance lease liability. Leases of property, plant and equipment where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are taken to the income statement on a straight-line basis over the period of the lease. When an operating lease is terminated before the lease period has expired, any payment required to be made to the lessor by way of penalty is recognised as an expense in the financial year in which termination takes place. 4.17 Provisions for Other Liabilities and Charges Provisions for other liabilities and charges are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating leases. 4.18 Currency Translation (a) Functional and presentation currency Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (functional currency). The financial statements are presented in Chinese Renminbi (RMB). (b) Transactions and balances Transactions in a currency other than the functional currency (foreign currency) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency translation differences from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognised in the income statement.
A-19
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 4 Summary of Significant Accounting Policies (continued) 4.19 Share Capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new equity instruments, other than for the acquisition of businesses, are taken to equity as a deduction, net of tax, from the proceeds. 4.20 Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker has been identified as the Executive Chairman and Chief Executive Officer (CEO) who makes strategic decisions. 4.21 Derivative Financial Instruments A financial derivative contract is initially recognised at the fair value on the date the derivative contract is entered into and is subsequently re-measured at its fair value. Changes in fair value of financial derivative instruments are recognised in the income statement. The Group uses derivative financial instruments such as currency forward contracts to hedge its exposure to currency risk arising from sales denominated in United States dollar. Derivative financial instruments are classified as financial assets or liabilities at fair value through profit or loss and are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value at each balance sheet date. The fair values of currency forward contracts are determined using actively quoted forward prices at the balance sheet date. 4.22 Dividends Interim dividends are recorded in the financial year in which they are declared payable. Final dividends are recorded in the financial year in which the dividends are approved by the shareholders. 4.23 Fair Value Estimation The carrying amounts of current assets and liabilities, carried at amortised cost, are assumed to approximate their fair values. The fair values of financial liabilities carried at amortised cost are estimated by discounting the future contractual cash flows at the current market interest rates that are available to the Group for similar financial liabilities. 4.24 Government Grants Government grants are recognised at their fair values where there is reasonable assurance that the grants will be received and all attaching conditions will be complied with. When the grant relates to an expense item, it is recognised as income in the income statement over the periods necessary to match it on a systematic basis to the costs which it is intended to compensate. A-20
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 5 Critical Accounting Estimates, Assumptions and Judgements Estimates, assumptions and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group is subject to the uncertainty caused by the world financial crisis. The world economy has experienced significant downward pressure and credit has become very tight. Significant judgement is required to determine the fair value and forecasts of business that may have impact on cashflow, collectability and realisability of assets. In making these judgements, the Group has relied on past experience and its view of the economy. Areas involving a higher degree of judgement or complexity, or areas where estimates and assumptions are significant to the financial statements are disclosed below. (a) Impairment of loans and receivables Management reviews its loans and receivables for objective evidence of impairment at least annually. Significant financial difficulties of the debtor, the probability that the debtor will enter bankruptcy, and default or significant delay in payments are considered objective evidence that a receivable is impaired. In determining this, management makes judgements as to whether there is observable date indicating that there has been a significant change in the payment ability of the debtor, or whether there have been significant changes with adverse effect in the market, economic or legal environment in which the debtor operates in. Where there is objective evidence of impairment, management makes judgements as to whether an impairment loss should be recognised in the income statement. (b) Net realisable value of inventories Net realisable value of inventories is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. These estimates are based on the current market condition and the historical experience of selling products of similar nature. It could change significantly as a result of competitor actions in response to severe industry cycles. Management will reassess the estimations at the balance sheet date. 6 Revenue 2006 RMB000 Contract manufacturing GRAT.UNIC Superman 144,007 2,356 146,363 2007 RMB000 242,406 19,880 262,286 2008 RMB000 351,101 48,730 1,004 400,835
A-21
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 7 Other Income/(Loss) 2006 RMB000 Gains from sales of raw materials Interest income Net fair value gains/(losses) on derivative financial instruments Reversal of impairment of trade receivables Government grants 595 253 100 948 8 Finance Expenses 2006 RMB000 Interest expense: - Bank borrowings - Trade receivables factoring 2007 RMB000 2008 RMB000 2007 RMB000 168 (500) 92 (240) 2008 RMB000 353 500 188 1,352 2,393
231 51 282
Expenses by Nature 2006 RMB000 Purchase of inventories Amortisation and depreciation Allowance for impairment of trade receivables Courier, freight, custom and port charges Employee compensation (Note 10) Entertainment and travelling Foreign exchange loss, net IPO related expenses Marketing, advertising and exhibition Rental expense on operating lease Stamp and other duties Utilities Other expenses Changes in inventories Total cost of sales, selling and distribution, administrative and other operating expenses 95,088 1,126 188 1,612 20,371 547 1,336 1,431 314 206 1,182 1,069 (2,111) 2007 RMB000 186,503 1,480 1,811 25,052 928 1,226 245 959 283 429 1,275 1,365 (20,899) 2008 RMB000 269,134 1,772 2,311 32,949 809 3,203 1,229 3,425 491 744 1,424 2,738 (6,290)
122,359 A-22
200,657
313,939
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 10 Employee Compensation 2006 RMB000 Salaries and wages Employers contribution to defined contribution plans Other short-term benefits 20,005 173 193 20,371 11 Income Taxes 2006 RMB000 Tax expense attributable to profit is made up of: - Current income tax - Under-provision of current income tax in prior financial years 2007 RMB000 2008 RMB000 2007 RMB000 24,349 369 334 25,052 2008 RMB000 31,997 571 381 32,949
2,422 2,422
4,235 4,235
All the PRC subsidiaries were incorporated as wholly-owned foreign enterprises. The subsidiaries are established in the Linjiang economic open zones and subject to state income tax rate of 24% and local tax rate of 3% for financial years 2006 and 2007 and uniform rate of 25% for financial year 2008. Based on the Income Tax Law of the PRC for Enterprises with Foreign Investments and Foreign Enterprises, the subsidiaries are entitled to full exemption from the income tax for the first two profitable years and a 50% reduction in the income tax for the next three years. The subsidiaries were also exempted from local tax rate of 3% for financial years 2006 and 2007. Quanzhou Great elected the financial year ended 2003 as the first profitable year for the purpose of determining the tax exemption period. In financial years 2006 to 2007, Quanzhou Great was taxed at 12% of state income tax. With effect from 1 January 2008, Quanzhou Great is taxed at the new tax regime of 25%. Fujian Great elected the financial year ended 2006 as the first profitable year for the purpose of determining the tax exemption period. Fujian Great was exempted from tax in financial years 2006 and 2007 and was taxed at 12.5% of state income tax from 1 January 2008. According to the New Income Tax Law, from 1 January 2008, the rate of enterprise income tax applicable to all resident enterprises, including foreign investments enterprises and domestic companies in China shall be at a uniform rate of 25%. Enterprises established prior to 16 March 2007 shall continue to be eligible for preferential tax treatment in accordance with the current prevailing tax laws and administrative regulations. However, under the State Council regulations, such enterprises will gradually become subject to the new tax regime over a 5-year transition period starting from 1 January 2008. A-23
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 11 Income Taxes (continued) The tax expense on profit differs from the amount that would arise using the PRCs statutory rate of income tax for Licheng District, Quanzhou, Fujian Province as follows: 2006 RMB000 Profit before income tax Tax calculated at income tax rate of 25% (2006 2007: 24%) Effects of: - Expenses not deductible for tax purposes - Tax incentive - Other Tax charge 12 Earnings per Share For illustrative purpose, the calculation of the basic earnings per share is based on the net profit attributable to equity holders of the Company for the financial years ended 31 December 2006, 2007 and 2008 and on 200,000,000 ordinary shares in issue as at the date of this report, representing the pre-invitational share capital. There were no diluted earnings per share for the financial years ended 31 December 2006, 2007 and 2008 as there were no potential ordinary shares outstanding. 13 Cash and Cash Equivalents 2006 RMB000 Cash at bank and on hand Short-term bank deposits 1,488 4,899 6,387 2007 RMB000 3,379 5,587 8,966 2008 RMB000 24,126 9,009 33,135 24,670 2007 RMB000 60,698 2008 RMB000 87,427
For the purpose of presenting the combined cash flow statements, the combined cash and cash equivalents comprise the following: 2006 RMB000 Cash and bank balances (as above) Less: Short-term bank deposits pledged to banks Cash and cash equivalents in the cash flow statements A-24 6,387 (4,899) 1,488 2007 RMB000 8,966 (5,587) 3,379 2008 RMB000 33,135 (9,009) 24,126
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 13 Cash and Cash Equivalents (continued) Short-term bank deposits relate to bank balances that the Group has to maintain with the banks for obtaining short-term bank facilities for letters of credit relating to the purchase of raw materials of approximately RMB13,760,000 (2007: RMB10,420,000) (2006: RMB11,190,000) (Note 21). 14 Trade and Other Receivables 2006 RMB000 Trade receivables: - Non-related parties - Entity related by common shareholder 19,718 19,718 (188) 19,530 27,930 11,353 58,813 55,804 1,380 57,184 (188) 56,996 21,781 78,777 79,268 1,670 80,938 80,938 50,159 131,097 2007 RMB000 2008 RMB000
Less: Allowance for impairment Trade receivables net Non-trade amounts due from director Advances to suppliers
The Group has factored trade receivables with carrying amounts of approximately RMB22,275,000 (2007: RMB3,879,000) (2006: RMB2,191,000) to banks in exchange for cash during the financial year ended 31 December 2008. The transaction has been accounted for as collateralised borrowing as the banks have full recourse to the Group in the event of default by the debtors (Note 21). The non-trade amounts due from director are unsecured, interest-free and are repayable on demand. 15 Inventories 2006 RMB000 Raw materials Work-in-progress Finished goods 6,561 124 131 6,816 2007 RMB000 11,619 10,602 5,494 27,715 2008 RMB000 20,179 7,562 6,264 34,005
The cost of inventories recognised as an expense and included in cost of sales amounts to RMB262,844,000 (2007: RMB165,603,000) (2006: RMB92,977,000).
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APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 16 Other Current Assets 2006 RMB000 Refundable deposit Prepayments Deferred IPO costs 473 473 17 Derivative Financial Instruments 2006 RMB000 Derivative financial assets (Non-hedging instruments) - Currency forwards 2007 RMB000 2008 RMB000 2007 RMB000 1,000 1,254 790 3,044 2008 RMB000 1,449 1,640 3,089
314
814
17,114
27,675
The Group enters into currency forwards to reduce the impact of changes in the exchange rate of highly probable forecast transactions denominated in foreign currency. While the currency forwards provide hedging effects as required by the Groups risk management policy, the derivatives do not meet the criteria for hedge accounting under the specific rules in FRS 39 Financial Instruments: Recognition and Measurement.
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APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 18 Property, Plant and Equipment
Machinery and Equipment RMB000 5,498 1,826 7,324 1,213 8,537 4,073 12,610 Furniture & Fitting and Office Equipment RMB000 720 122 842 279 1,121 195 1,316
Cost As at 1 January 2006 Additions As at 31 December 2006 Additions As at 31 December 2007 Additions As at 31 December 2008
Accumulated Depreciation As at 1 January 2006 Charge for the financial year As at 31 December 2006 Charge for the financial year As at 31 December 2007 Charge for the financial year As at 31 December 2008 Net Book Value 31 December 2006 31 December 2007 31 December 2008 902 577 1,479 718 2,197 938 3,135 512 187 699 188 887 188 1,075 138 144 282 170 452 197 649 284 190 474 283 757 271 1,028 1,836 1,098 2,934 1,359 4,293 1,594 5,887
29 3,444
Bank borrowings are secured by the leasehold building of the Group with carrying amounts of approximately RMB3,098,000 (2007: RMB3,286,000) (2006: RMB3,474,000) (Note 21). 19 Intangible Assets 2006 RMB000 Composition: Land-use rights Trademark and licenses Computer software licenses 1,385 1,385 2007 RMB000 1,357 316 100 1,773 2008 RMB000 1,326 186 124 1,636
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APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 19 Intangible Assets (continued) (a) Land-use rights 2006 RMB000 Beginning and end of financial year 1,462 2007 RMB000 1,462 2008 RMB000 1,462
Beginning of financial year Amortisation charge End of financial year Net book value
49 28 77 1,385
77 28 105 1,357
The land-use rights represent medium term land-use rights situated in the PRC. Amortisation is provided to write-off the land-use rights over a period of 50 years. Bank borrowings are secured by the land-use rights of the Group with carrying amounts of approximately RMB1,326,000 (2007: RMB1,357,000) (2006: RMB1,385,000) (Note 21). (b) Trademarks and licenses 2006 RMB000 Beginning of financial year Additions End of financial year 2007 RMB000 394 394 2008 RMB000 394 394
Beginning of financial year Amortisation charge End of financial year Net book value
78 78 316
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APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 19 Intangible Assets (continued) (c) Computer software licenses 2006 RMB000 Beginning of financial year Additions End of financial year 2007 RMB000 115 115 2008 RMB000 115 41 156
Beginning of financial year Amortisation charge End of financial year Net book value (d)
15 15 100
15 17 32 124
Amortisation expense included in the combined income statements is analysed as follows: 2006 RMB000 Cost of sales Administrative expenses Total 28 28 2007 RMB000 106 15 121 2008 RMB000 161 17 178
20
Trade and Other Payables 2006 RMB000 Trade payables Non-related parties Accrued operating expenses Advances from customers - Non-related parties - Entity related by common shareholder 8,100 1,234 1,047 3,846 4,893 345 14,572 2007 RMB000 11,955 3,991 1,040 1,040 3,309 1,591 21,886 2008 RMB000 3,677 5,112 1,947 1,947 517 1,092 12,345
The non-trade amounts due to director are unsecured, interest-free and are repayable on demand.
A-29
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 21 Borrowings 2006 RMB000 2007 RMB000 2008 RMB000
The exposure of the borrowings of the Group to interest rate changes and the contractual repricing dates at the balance sheet dates are as follows: 2006 RMB000 6 months or less 17,481 2007 RMB000 20,999 2008 RMB000 42,035
Bank borrowings of the Group are secured over leasehold building (Note 18) and land-use rights (Note 19) of the Group and joint and several guarantee from the shareholder and its related parties. Bills payables of the Group are secured by certain short-term bank deposits of the Group (Note 13) and corporate guarantee. Trade receivables factoring of the Group are secured by certain trade receivables (Note 14) and joint and several guarantee from the shareholder and its related parties. 22 Share Capital As the Company officially took over the Group subsequent to 31 December 2008, the share capital in the combined balance sheets as at 31 December 2006, 2007 and 2008 represented the Groups share of paid-up capital of Quanzhou Great and Fujian Great, in which the equity holders of the Company held direct interest. The details of the share capital of Quanzhou Great and Fujian Great are as follows:
Quanzhou Great Registered share capital HKD000 As at 1 January 2006 Issued during the financial year As at 31 December 2006 Issued during the financial year As at 31 December 2007 and 2008 9,629 Registered share capital RMB000 10,594 Fujian Great Registered share capital HKD000 3,898 1,571 Registered share capital RMB000 4,056 1,593 Total share capital RMB000 14,650 1,593
9,629
10,594
5,469 9,598
5,649 9,371
16,243 9,371
9,629
10,594
15,067
15,020
25,614
A-30
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 23 Dividend 2006 RMB000 2007 RMB000 2008 RMB000
30,898
On 27 January 2007, Quanzhou Great and Fujian Great declared a final dividend of 236.35% and 39.01% of the share capital amounting to approximately RMB25,039,000 and RMB5,859,000 respectively. 24 Commitments (a) Capital commitments Capital expenditure contracted for at the balance sheet date but not recognised in the financial statements are as follows: 2006 RMB000 Land-use rights Property, plant and equipment (b) Operating lease commitments where the Group is a lessee The Group leases land, factories and warehouses from non-related parties under noncancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights. The future minimum lease payables under non-cancellable operating leases contracted at the balance sheet date but not recognised as liabilities, are as follows: 2006 RMB000 Not later than one year Between two to five years 452 452 2007 RMB000 437 875 1,312 2008 RMB000 437 437 874 2007 RMB000 2008 RMB000 12,620 2,900 15,520
A-31
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 25 Related Party Transactions In addition to the related party information disclosed elsewhere in the combined financial statements, the following related party transactions took place between the Group and related parties at terms agreed between the parties: (a) Sales, purchases and other expenses 2006 RMB000 Sales of goods to entity related by common shareholder Payments made on behalf of director Payments made on behalf by director (b) 2007 RMB000 2008 RMB000
Key management personnel compensation (representing compensation to directors and executive officers of the Group) is as follows: 2006 RMB000 (Audited) Wages and salaries Employers contribution to defined contribution plans 223 19 242 2007 RMB000 (Audited) 489 31 520 2008 RMB000 (Audited) 782 64 846
Included in the above is total compensation to directors of the Group amounting to RMB233,000 (2007: RMB217,000) (2006: RMB118,000). 26 Financial Risk Management The Groups activities expose it to market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The Groups overall risk management strategy seeks to minimise adverse effects from the unpredictability of financial markets on the Groups financial performance. The Board of Directors is responsible for setting the objectives and underlying principles of financial risk management for the Group. This includes establishing policies such as authority levels, oversight responsibilities, risk identification and measurement and exposure limits. (a) Market risk (i) Currency risk The Group operates in the PRC with most of the transactions settled in RMB. However, the Group makes sales transactions with overseas customers in United States dollar (USD) and is therefore exposed to currency risk. To manage the currency risk, the Group enters into currency forwards with local banks.
A-32
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 26 Financial Risk Management (continued) (a) Market risk (continued) (i) Currency risk (continued) The Groups risk management policy is to hedge between 30% to 50% of highly probable forecast transactions (mainly export sales) in the next three to twelve months. The management monitors the requirement to enter into currency forward agreements based on the current exchange rates between USD and RMB by considering the quotation from local banks, past trends and anticipated fluctuation in the exchange rates and current PRC and world market conditions. The Groups currency exposure based on the information provided to key management is as follows: RMB RMB000 At 31 December 2006 Financial assets Cash and cash equivalents Trade and other receivables USD RMB000 Total RMB000
Currency exposure
At 31 December 2007 Financial assets Cash and cash equivalents Trade and other receivables Other financial assets
Currency exposure
2,503
A-33
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 26 Financial Risk Management (continued) (a) (i) Market risk (continued) Currency risk (continued) RMB RMB000 At 31 December 2008 Financial assets Cash and cash equivalents Trade and other receivables Other financial assets USD RMB000 Other RMB000 Total RMB000
3,769
Currency exposure
57,476
If the USD change against the RMB by 6% (2007: 6%) (2006: 3%) with all other variables including tax rate being held constant, the effects arising from the net financial liability/asset position to the net profit will be as follows: 2006 RMB000 USD against RMB - weakened - strengthened (ii) Cash flow and fair value interest rate risks Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates. The Groups interest rate risk mainly arises from bank borrowings at fixed interest rates. The Group manages its interest rate risk by keeping bank borrowings to the minimum required to sustain the operations of the Group. The reasonably possible change in the movement in the RMB interest rate with all other variables held constant, as assessed by management is 1% (2007: 1%) (2006: 1%). Management has assessed the impact to net profit as being not material. 2007 RMB000 2008 RMB000
356 (356)
2,729 (2,729)
3,074 (3,074)
A-34
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 26 Financial Risk Management (continued) (b) Credit risk Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. For trade receivables, the Group adopts the policy of dealing only with customers of appropriate credit history, and obtaining cash deposits where appropriate to mitigate credit risk. For other financial assets, the Group adopts the policy of dealing only with high credit quality counterparties. Credit exposure to an individual counterparty is restricted by credit limits and terms that are approved by the CEO. In assessing the credit limits and terms granted, the Group considers the nature of the contract, creditworthiness, payment history and the relationship with the customers. In order to manage the credit risk, the Group purchases insurance from reputable insurance company in PRC. As the Group does not hold any collateral, the maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class of financial instruments presented on the balance sheet. The Groups major classes of financial assets are trade receivables and advances to suppliers. The credit risk for trade receivables based on the information provided to key management is as follows: 2006 RMB000 By geographical areas Asia Europe North America South America Other 6,373 11,911 1,227 19 19,530 By types of customers Related parties Non-related parties: - Multi-national companies - Other companies 2007 RMB000 19,035 30,196 3,571 4,174 20 56,996 2008 RMB000 37,214 31,210 2,437 6,528 3,549 80,938
A-35
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 26 Financial Risk Management (continued) (b) Credit risk (continued) Bank deposits that are neither past due nor impaired are mainly deposits with banks with high credit-ratings assigned by international credit-rating agencies. Trade receivables that are neither past due nor impaired are substantially companies with a good collection track record with the Group. The Group has no trade receivables past due or impaired that were re-negotiated during the financial year. There is no other class of financial assets that is past due and/or impaired except for trade receivables. The age analysis of trade receivables past due but not impaired is as follows: 2006 RMB000 Past due 0 to 3 months Past due 3 to 6 months Past due over 6 months 3,578 1,317 1,929 6,824 2007 RMB000 1,991 5,791 1,140 8,922 2008 RMB000 5,036 337 180 5,553
The carrying amount of trade receivables individually determined to be impaired and the movements in the related allowance for impairment are as follows: 2006 RMB000 Gross amount Less: Allowance for impairment 188 (188) Beginning of financial year Allowance made Allowance written back End of financial year 188 188 2007 RMB000 188 (188) 188 188 2008 RMB000 188 (188)
The impaired trade receivables arise mainly from sales to distributors located in PRC which have suffered significant losses in their operations. Although certain goods sold to these distributors can be re-possessed, it is uncertain that the distributors are still in possession of those goods.
A-36
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 26 Financial Risk Management (continued) (c) Liquidity risk The table below analyses the maturity profile of the Groups financial liabilities based on contractual undiscounted cash flows. 2006 RMB000 Less than one year Trade and other payables Borrowings 2007 RMB000 2008 RMB000
The Group manages the liquidity risk by maintaining sufficient cash and cash equivalents to enable them to meet their normal operating commitments and having an adequate amount of committed credit facilities. (d) Capital risk The Groups objectives when managing capital are to safeguard the Groups ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value. In order to maintain or achieve an optimal capital structure, the Group may adjust the amount of dividend payment, return capital to shareholders, issue new shares, buy back issued shares, obtain new borrowings or sell assets to reduce borrowings. Management monitors capital based on a gearing ratio. The Group targets to maintain gearing ratios within 20% to 45%. The gearing ratio is calculated as net debt divided by total capital. Net debt is calculated as borrowings plus trade and other payables less cash and bank balances. Total capital is calculated as equity plus net debt. 2006 RMB000 Net debt Total equity Total capital Gearing ratio (%) 25,666 49,668 75,334 34 2007 RMB000 33,919 84,604 118,523 29 2008 RMB000 21,245 155,411 176,656 12
The Group has no externally imposed capital requirements for the financial years ended 31 December 2006, 2007 and 2008.
A-37
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 27 Operating Segmental Information Management determines the operating segments based on the reports reviewed and used by the Executive Chairman and CEO to make strategic decisions. The Executive Chairman and CEO considers the business from both geographical and business segment perspectives. The reportable operating segments derive their revenue primarily from contract manufacturing, GRAT.UNIC and Superman. Geographically, management considers the performance of the business of contract manufacturing, GRAT.UNIC and Superman in Asia, Europe, North America, South America and other countries. The segment information provided to the Executive Chairman and CEO for the reportable segments for the financial years ended 31 December 2006, 2007 and 2008 are as follows: For the financial year ended 31 December 2006 Contract Manufacturing RMB000 Revenue Segment result 144,007 30,432 GRAT.UNIC RMB000 2,356 694 Superman RMB000 Total RMB000 146,363 31,126
Other income Unallocated costs Finance expense Profit before income tax Income tax expense Net profit Other segment items Additions to: - Property, plant and equipment Depreciation Amortisation Impairment losses: - Trade receivables Segment assets Segment liabilities
A-38
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 27 Operating Segmental Information (continued) For the financial year ended 31 December 2007 Contract Manufacturing RMB000 Revenue Segment result 242,406 64,525 GRAT.UNIC RMB000 19,880 6,473 Superman RMB000 Total RMB000 262,286 70,998
Other income Unallocated costs Finance expense Profit before income tax Income tax expense Net profit Other segment items Additions to: - Property, plant and equipment - Intangible assets Depreciation Amortisation Segment assets Segment liabilities
394 78 315
A-39
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 27 Operating Segmental Information (continued) For the financial year ended 31 December 2008 Contract Manufacturing RMB000 Revenue Segment result Other income Unallocated costs Finance expense Profit before income tax Income tax expense Net profit 351,101 87,309 GRAT.UNIC RMB000 48,730 16,700 Superman RMB000 1,004 331 Total RMB000 400,835 104,340 2,393 (17,444) (1,862)
Other segment items Additions to: - Property, plant and equipment Depreciation Amortisation Segment assets Segment liabilities
*
82 6 130 1,500
Certain property, plant and equipment and intangible assets are shared by the three business segments. Management is of the opinion that it is not practicable to separate the assets and its related cost for each business segment.
There are no inter-business segment sales. The revenue from external parties reported to the Executive Chairman and CEO is measured in a manner consistent with that in the combined income statements. The Executive Chairman and CEO assesses the performance of the operating segments based on segment results. Segment results represent the profit earned by each segment without allocation of selling and distribution expenses, administration expenses, other operating expenses, other income/loss, finance expenses and income tax expense. This is the measure reported to the Executive Chairman and CEO for the purposes of resource allocation and assessment of segment performance.
A-40
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 27 Operating Segmental Information (continued) Reportable segments assets are reconciled to total assets as follows: The amounts provided to the Executive Chairman and CEO with respect to total assets are measured in a manner consistent with that of the combined financial statements. For the purposes of monitoring segment performance and allocating resources between segments, the Executive Chairman and CEO monitors the property, plant and equipment, intangible assets, inventories and receivables attributable to each segment. The Group is principally engaged in the design, manufacture, distribution and sales of men and womens undergarments and children and infants apparel. Unallocated assets mainly relate to property, plant and equipment which cannot be identified specifically to each segment as these are common property, plant and equipment that are being used in the production of contract manufacturing, GRAT.UNIC and Superman, intangible assets, deposit for land-use rights, cash and cash equivalents, trade and other receivables, other current assets and derivative financial assets. The management is of the opinion that it is not practicable to separate these common assets for each segment. 2006 RMB000 Segment assets Unallocated - Cash and cash equivalents - Trade and other receivables - Other current assets - Derivative financial assets - Property, plant and equipment - Intangible assets - Deposit for land-use rights 44,591 6,387 31,742 473 1,280 84,473 2007 RMB000 111,605 8,966 5,967 3,044 314 1,859 100 2,630 134,485 2008 RMB000 150,484 33,135 26,524 3,089 6,961 124 2,630 222,947
A-41
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 27 Operating Segmental Information (continued) Reportable segments liabilities are reconciled to total liabilities as follows: The amounts provided to the Executive Chairman and CEO with respect to total liabilities are measured in a manner consistent with that of the combined financial statements. These liabilities are allocated based on the operations of the segments. Unallocated segment liabilities mainly relate to trade and other payables incurred for common materials and other services which cannot be identified specifically to each segment, borrowings, derivative financial liabilities and current income tax liabilities. The management is of the opinion that it is not practicable to separate these common liabilities for each segment. 2006 RMB000 Segment liabilities Unallocated - Trade and other payables - Borrowings - Derivative financial liabilities - Current income tax liabilities 15,184 1,579 15,290 2,752 34,805 Revenue from major products Revenues from external customers are derived mainly from the sale of contract manufacturing, GRAT.UNIC and Superman products. Breakdown of the revenue is as follows: 2006 RMB000 Contract manufacturing GRAT.UNIC Superman 144,007 2,356 2007 RMB000 242,406 19,880 2008 RMB000 351,101 48,730 1,004 2007 RMB000 16,874 8,891 17,120 814 6,182 49,881 2008 RMB000 40,278 6,802 7,300 13,156 67,536
146,363
262,286
400,835
A-42
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 27 Operating Segmental Information (continued) The Groups three business segments operate in five main geographical areas: 2006 RMB000 Asia Europe North America South America Other 99,300 42,458 3,810 795 146,363 All non-current assets of the Group are located in the PRC. 28 New or Revised Accounting Standards and Interpretations Certain new standards, amendments and interpretations to existing standards have been published and are mandatory for the Groups accounting periods beginning on or after 1 January 2009 or later periods and which the Group has not early adopted. The Groups assessment of the impact of adopting those standards, amendments and interpretations that are relevant to the Group is set out below: (a) FRS 1(R) Presentation of Financial Statements (effective for annual periods beginning on or after 1 January 2009) The revised standard requires: All changes in equity arising from transactions with owner in their capacity as owners to be presented separately from components of comprehensive income; Components of comprehensive income not to be included in statement of changes in equity; Items of income and expenses and components of other comprehensive income to be presented either in a single income statement of comprehensive income with subtotals, or in two separate statements (a separate income statement followed by a statement of comprehensive income); Presentation of restated balance sheet as at the beginning of the comparative period when entities make restatements or reclassifications of comparative information. 2007 RMB000 122,575 109,299 19,325 10,467 620 262,286 2008 RMB000 184,555 151,787 18,728 35,502 10,263 400,835
A-43
APPENDIX A INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2006, 2007 AND 2008
Great Group Holdings Limited and Its Subsidiaries Notes to the Combined Financial Statements For the financial years ended 31 December 2006, 2007 and 2008 28 New or Revised Accounting Standards and Interpretations (continued) (a) FRS 1(R) Presentation of Financial Statements (effective for annual periods beginning on or after 1 January 2009) (continued) The revisions also include changes in the titles of some of the financial statements primary statements. The Group will apply the revised standard from 1 January 2009 and provide comparative information that conforms to the requirements of the revised standard. The key impact of the application of the revised standard is the presentation of an additional primary statement, that is, the statement of comprehensive income. (b) Revised FRS 23 Borrowing Costs (effective for annual periods beginning on or after 1 January 2009) The revised standard removes the option to recognise immediately as an expense borrowing costs that are attributable to qualifying assets, except for those borrowing costs on qualifying assets that are measured at fair value or inventories that are manufactured or produced in large quantities on a repetitive basis. The Group will apply the revised FRS 23 from 1 January 2009. The revised standard is not expected to have any impact to the Group. 29 Events Occurring after Balance Sheet Date On 10 February 2009, the Group incorporated a wholly-owned subsidiary in the BVI, Great Worldwide to spearhead its overseas sales. On 11 March 2009, the Group entered into an Agreement for Transfer of Land-Use Rights of Stateowned Land with the National Land and Resource Administration Bureau of Quanzhou City, Fujian Province, PRC for the acquisition of land-use rights for a plot of state-owned land located at the Jiangnan High-Tech Information Industrial Zone, Quanzhou City, Fujian Province for a period of 50 years at a cost of approximately RMB15,250,000. The acquisition of this land-use rights is still subject to other approvals and examinations of the relevant authorities in PRC and the completion of procedural formalities necessary to effect such acquisition. 30 Authorisation of Combined Financial Statements for Issue The combined financial statements of Great Group Holdings Limited for the financial years ended 31 December 2006, 2007 and 2008 were authorised for issue in accordance with a resolution of the Board of Directors on 16 September 2009.
A-44
B-1
B-2
B-3
(c)
(d)
Article 60 (2) Our Company may by Special Resolution reduce its share capital in any manner and with and subject to any requirement authorised and consent required by law. Dividends Article 135 The profits of our Company, subject to any special rights relating thereto created or authorised to be created by these Articles and subject to the provisions of these Articles as to the reserve fund shall be divisible among the Members in proportion to the number of shares held by them respectively. Article 136 Our Company in General Meeting may by Ordinary Resolution declare a dividend on or in respect of any share to the Members according to their rights and interest in the profits and may fix the time for payment. No larger dividend shall be declared than is recommended by the Directors but our Company in General Meeting may declare a smaller dividend. Article 137 No dividend shall be payable except out of the profits of our Company. No dividend shall carry interest. Article 138 The declaration of the Directors as to the net profits of our Company shall be conclusive. B-4
(b)
(c)
B-6
(b)
(c)
in accordance with the recorded particulars thereof in the books or records of our Company. Article 44(4) Articles 44(2) and 44(3) 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. Article 44(5) Nothing contained in this Article 44 shall be construed as imposing upon our Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstance which would not attach to our Company in the absence of this Article 44, and references in this Article 44 to the destruction of any document include references to the disposal thereof in any manner. Article 45 The Directors may decline to accept any instrument of transfer unless: (a) all or any part of the stamp duty (if any) payable on each share transfer and such fee not exceeding two Singapore Dollars for each transfer or such other sum as may from time to time be prescribed by the Exchange is paid to our Company; and such fee not exceeding two Singapore Dollars as the Directors may from time to time determine is paid to our Company in respect of the registration of any instrument of transfer, probate, letters of administration, certificate of marriage or death, power of attorney or any document relating to or affecting the title to the shares.
(b)
Article 46 The Directors may refuse to register the transfer of shares or allow the entry of or against a persons name in the Depository Register in respect of shares transferred or to be transferred to such person: (a) (b) which are not fully paid up; or on which our Company has a lien.
Article 47 If the Directors refuse to register any transfer of any share they shall, where required by the Statutes, serve on the transferor and transferee, within one month beginning with the day on which the transfer was lodged with our Company, a notice in writing informing each of them of such refusal and of the facts which are considered to justify the refusal. Article 48 The Register may be closed at such times and for such periods as the Directors may from time to time determine Provided Always that the Register shall not be closed for more than thirty days in any year Provided Always that our Company shall give prior notice of such closure as may be required to the Exchange stating the period and purpose or purposes for which such closure is to be made. B-7
(ii)
Article 81(1) If a poll is duly demanded it shall be taken in such manner as the Chairman directs, and the results of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. Article 81(2) No poll shall be demanded on the election of a Chairman of a meeting or on a question of adjournment. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs. Article 82 Unless a poll be so demanded, a declaration by the Chairman of the meeting that a resolution has been carried, or has been carried by a particular majority, or lost, or not carried by a particular majority shall be conclusive, and an entry to that effect in the minute book of our Company shall be conclusive evidence thereof, without proof of the number or proportion of the votes recorded in favour of or against such resolution. Article 83(1) No objection shall be raised as to the admissibility of any vote except at the meeting or adjourned meeting, as the case may be, at which the vote objected to is or may be given, tendered or cast, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the Chairman of the meeting whose decision shall be final and conclusive.
B-8
(b)
Article 85(2) For the purpose of determining the number of votes which a Member, being a Depositor, or his proxy may cast at any General Meeting upon a poll being called, the number of shares held or represented shall, in relation to the shares of that Depositor, be the number of shares entered against his name in the Depository Register as at the Cut-Off Time as certified by the Depository to our Company. Article 86 In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the Register or the Depository Register, as the case may be. Article 87 Unless the Directors otherwise determine, no person other than a Member who shall have paid everything for the time being due from him and payable to our Company in respect of his shares, shall be entitled to be present or to vote on any question either personally or by proxy at any General Meeting. Article 88 A Member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll by the committee, curator bonis, or other person in the nature of committee or curator bonis appointed by that Court, and any such committee, curator bonis, or other person may, on a poll, vote by proxy. Article 89 On a poll, votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. Article 90(1) A proxy need not be a Member.
B-9
(b)
(c)
Article 90(3) In any case where a form of proxy appoints more than one proxy, the proportion of the shareholding concerned to be represented by each proxy shall be specified in the form of proxy. If no proportion is specified, our Company shall be entitled to treat the first named proxy as representing the entire number of shares entered against his name in the Depository Register and any second named proxy as an alternate to the first named or at our Companys option to treat the instrument of proxy as invalid. Article 91 Any corporation which is a Member may, by resolution of its directors or other governing body, authorise any person to act as its representative at any meetings of our Company or any class of Members of our Company, and such representative shall be entitled to exercise the same powers on behalf of the corporation which he represents as if he had been an individual shareholder. Article 92 An instrument appointing a proxy shall be in writing in any usual or common form (including the form approved from time to time by the Depository) or in any other form which the Directors may approve and: (1) (2) in the case of an individual shall be signed by the appointor or his attorney; in the case of a corporation shall be either given under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation.
Article 93 Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or the power of attorney or other authority, if any, or a duly certified copy thereof shall (failing previous registration with our Company) if required by law, be duly stamped and be deposited at the Office, not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. Article 94 The signature on an instrument of proxy need not be witnessed.
B-10
B-11
C-2
(2)
(3)
(4)
(5)
(6)
(a)
C-5
C-6
C-7
C-10
C-11
D-1
D-2
D-3
(b)
Singapore courts have wide discretion as to the reliefs they may grant and those reliefs are in no way limited to those listed in the Companies Act itself. Without prejudice to the foregoing, Singapore courts may: (a) (b) (c) direct or prohibit any act or cancel or vary any transaction or resolution; regulate the conduct of the affairs of our Company in the future; authorise civil proceedings to be brought in the name of, or on behalf of, our Company by a person or persons and on such terms as the court may direct; provide for the purchase of a minority shareholders shares by the other shareholders or by our Company and, in the case of a purchase of shares by our Company, a corresponding reduction of its share capital; provide that the Memorandum of Association or the Articles be amended; or provide that our Company be wound up.
(d)
(e) (f)
EXCHANGE CONTROLS There are no Singapore governmental laws, decrees, regulations or other legislation that may affect the following: (a) the import or export of capital, including the availability of cash and cash equivalents for use by our Group; and the remittance of dividends, interest or other payments to non-resident holders of our Companys securities.
(b)
D-4
(ii)
(iii)
As a concession, the subject to tax condition in (i) above would, with effect from 30 July 2004, be considered met for specified foreign income which are exempt from tax in the foreign jurisdiction from which the specified foreign income is received if the exemption is due to a tax incentive granted by the foreign jurisdiction for carrying out substantive business activities in that jurisdiction. Generally, substantive business activities refer to business activities that are carried out through staff with certain expertise and actual expenditure is incurred to carry out the activities. In addition, all foreign-sourced personal income received or deemed received in Singapore by a Singapore tax resident individual (except where such income is received through a partnership in Singapore) on or after 1 January 2004 will be exempt from tax in Singapore if the Singapore Comptroller of Income Tax is satisfied that the tax exemption would be beneficial to the individual.
E-1
It was also announced that the conditions under Section 13 (9) of the Income Tax Act are temporarily lifted. Rates of Tax The corporate tax rate in Singapore is currently 18% and is adjusted to 17% with effect from Year of Assessment (YA) 2010. In addition, 75% of up to the first $10,000 of a companys normal chargeable income, and 50% of up to the next $290,000 (with effect from the YA2008) is exempt from corporate tax. The remaining chargeable income (after the partial tax exemption) will be taxed at 18% for YA2009 and at 17% with effect from YA2010. The above partial tax exemption will not apply to Singapore franked dividends received by companies. Full tax exemption: (a) From YA2005 to YA2008 For the first three consecutive years of assessment of newly incorporated Singapore tax resident companies with not more than 20 individual shareholders, the first $100,000 of their normal chargeable income (excluding Singapore franked dividends) are fully exempted from tax and 50% of their next $200,000 (with effect from year of assessment 2008) normal chargeable income are exempt from tax. Similarly, the start up tax exemption does not apply to Singapore franked dividends. (b) With effect from YA2009 This condition is revised as newly incorporated Singapore tax resident companies with not more than 20 shareholders throughout the basis period to that YA where: (i) (ii) all of the shareholders are individuals beneficially holding the shares in their own names; or at least one shareholder is an individual beneficially holding at least 10% of the issued ordinary shares of our Company.
Singapore tax-resident individuals are subject to tax based on progressive rates, currently ranging from 0% to 20% for the Year of Assessment 2007 onwards. As amended in the 2009 Budget, all resident individual taxpayers will get a tax rebate of 20% for the YA2009, capped at $2,000. Non-Singapore resident individuals are generally subject to tax at 20% on their income except for employment income which is taxed at the higher of 15% or resident rates, whichever gives rise to higher tax.
E-2
E-3
E-4
2.
3.
F-1
6.
7.
8.
9.
10.
F-2
12.
(b)
(c)
Where you have notified us and the Vendors within 14 days from the date of lodgement of the Relevant Document of your wish to exercise your option under the SFA to withdraw your application, we shall and will on behalf of the Vendor pay to you all monies paid by you on account of your application for the Invitation Shares without interest or any share of revenue or other benefit arising there from and at your own risk, within seven days from the receipt of such notification. In the event that at any time of the lodgement, the Invitation Shares have already been issued but trading has not commenced, we will (on behalf of the Vendors as well) (as required by law) and subject to the Securities and Futures Act, either: (a) within two days (excluding Saturday, Sunday or public holiday) from the date of the lodgement of the supplementary or replacement prospectus, give you notice in writing of how to obtain, or arrange to receive, a copy of the same and provide you with an option to return to our Company and the Vendors the Invitation Shares which you do not wish to F-3
(c)
Additional terms and instructions applicable upon the lodgement of the Relevant Document, including instructions on how you can exercise the option to withdraw your application or return the Invitation Shares allotted and allocated to you, may be found in such Relevant Document. Where an applicant has notified us within 14 days from the date of lodgement of the Relevant Document of your wish to exercise your option under the Securities and Futures Act to withdraw your application or return the Invitation Shares allotted to you, our Company (for itself as well as on behalf of the Vendors) shall, subject to the Securities and Futures Act, pay to you all monies paid by you on account of your application for the Invitation Shares without interest or any share of revenue or other benefit arising therefrom and at your own risk, within 7 days from the receipt of such notification. 14. In the event of an under-subscription for Offer Shares as at the close of the Application List, we will make available that number of Offer Shares under-subscribed 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. In the event of an under-subscription for Placement Shares as at the close of the Application List, we will make available that number of Placement Shares under-subscribed 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/or Placement Shares are fully subscribed and/or purchased or over-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 our Company and the Vendors in consultation with the Manager and approved by the SGX-ST, if required. In the event of an under-subscription for the Offer Shares and/or Placement Shares as at the close of the Application List, the number of Offer Shares and/or Placement Shares under-subscribed shall be subscribed and/or purchased by the Underwriter and/or Placement Agent respectively.
F-4
16.
17.
(b)
(c)
(d)
(e)
18.
Our acceptance of applications will be conditional upon, inter alia, our Company and the Vendors being satisfied that: (a) permission has been granted by the SGX-ST to deal in and for quotation for all our existing Shares (including the Vendor Shares), the New Shares and the Performance Shares on the Official List of the SGX-ST; the Management and Underwriting Agreement and the Placement Agreement referred to under the section entitled Management and Underwriting Arrangements of this Prospectus have become unconditional and have not been terminated or cancelled prior to such date as our Company and the Vendors may determine; and F-5
(b)
19.
In the event that a stop order in respect of the Invitation Shares is served by the Authority or other competent authority, and (a) the Invitation Shares have not been issued, we (and on behalf of the Vendor as well) will (as required by law) deem all applications withdrawn and cancelled and our Company shall refund the application monies (without interest or any share of revenue or other benefit arising therefrom) to you within 14 days of the date of the stop order; or If the New Shares have already been issued but trading has not commenced, the issue will (as required by law) be deemed void and we (and on behalf of the Vendor as well) shall refund the application monies (without interest or any share of revenue or other benefit arising therefrom) to you within 14 days of the stop order; and in the sale of the Vendor Shares, if the Vendor Shares have already been transferred but trading has not commenced, the transfer will be required by law to be deemed void and Our Company (and on behalf of the Vendor as well) will: (i) if the documents evidencing title to the Vendor Shares have been issued to you, within 7 days from the date of the stop order, inform you to return such documents within 14 days from the date of the stop order and within 7 days from the receipt of those documents, or the date of the stop order, whichever is later, refund your payment for the Vendor Shares (without interest or ay share of revenue or other benefit arising therefrom) to you; and if the documents evidencing title to the Vendor Shares have not been issued to you, refund your payment for the Vendor Shares (without interest or any share of revenue or other benefit arising therefrom) within 7 days from the date of the stop order. This shall not apply where only an interim stop order has been served.
(b)
(ii)
20.
In the event that an interim stop order in respect of the Invitation Shares is served by the Authority or other competent authority, no Invitation Shares shall be issued to you until the Authority revokes the interim stop order. The Authority is not able to serve a stop order in respect of the Invitation Shares if the Invitation Shares have been issued and listed on a securities exchange and trading in them has commenced. In the event of any changes in the closure of the Application List or the time period during which the Invitation is open, we will publicly announce the same through a SGXNET announcement to be posted on the Internet at the SGX-ST website http://www.sgx.com and through a paid advertisement in a local English newspaper. We will not hold any applications in reserve. We will not allot and allocate Shares on the basis of this Prospectus later than six months after the date of this Prospectus. Additional terms and conditions for applications by way of Application Forms are set out below. Additional terms and conditions for applications by way of Electronic Applications are set out below.
21.
22.
23. 24.
25. 26.
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 and including those set out under the section on TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE of this Prospectus, as well as our Memorandum and Articles of Association. F-6
2.
3.
4.
5.
(c)
6.
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 BANKERS DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out in favour of GREAT GROUP SHARE ISSUE ACCOUNT, crossed A/C PAYEE ONLY, with the name and address of the applicant written clearly on the reverse side. APPLICATIONS NOT ACCOMPANIED BY ANY PAYMENT OR ACCOMPANIED BY ANY OTHER FORM OF PAYMENT WILL NOT BE F-7
8.
9.
(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 you irrevocably submit to the non-exclusive jurisdiction of the Singapore courts; in respect of the Invitation Shares for which your application has been received and not rejected, acceptance of your application shall be constituted by written notification by or on behalf of our Company and the Vendors and not otherwise, notwithstanding any remittance being presented for payment by or on behalf of our Company and the Vendors; your will not be entitled to exercise any remedy of rescission for misrepresentation at any time after acceptance of your application; 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 you irrevocably submits to the non-exclusive jurisdiction of the Singapore courts; reliance is placed solely on the information contained in this Prospectus and none of our Company, the Vendors, the Manager, the Underwriter, the Placement Agent or any other person involved in the Invitation shall have any liability for any information not so contained;
(c)
(d)
(e)
(f)
F-8
(h)
Applications For Offer Shares 1. Your applications for Offer Shares MUST be made using the WHITE Offer Shares Application Forms and WHITE official envelopes A and B. ONLY ONE APPLICATION should be enclosed in each envelope. You must: (a) enclose the WHITE Offer Shares Application Form, duly completed and signed, together with the correct remittance in accordance with the terms and conditions of this Prospectus in the WHITE envelope A provided; in the appropriate spaces on WHITE envelope A: (i) (ii) (iii) (c) (d) write your name and address; state the number of Offer Shares applied for; and affix adequate Singapore postage;
2.
(b)
SEAL WHITE ENVELOPE A; write, in the special box provided on the larger WHITE envelope B addressed to Boardroom Corporate & Advisory Services Pte. Ltd., the number of Offer Shares you have applied for; and insert WHITE envelope A into WHITE envelope B, seal WHITE envelope B and affix adequate Singapore postage and thereafter DESPATCH BY ORDINARY POST OR DELIVER BY HAND at your own risk to Boardroom Corporate & Advisory Services Pte. Ltd., 3 Church Street #08-01 Samsung Hub Singapore 049483 to arrive by 12.00 noon on 23 September 2009 or such other time as we may, in consultation with the Manager, 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 improper form of remittance or which are not honoured upon their first presentation are liable to be rejected. ONLY ONE APPLICATION should be enclosed in each envelope. No acknowledgement of receipt will be issued for any application or remittance received.
4.
Applications for Placement Shares 1. Applications for Placement Shares must be made using the BLUE Placement Shares Application Forms.
F-9
3.
4.
ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS The procedures for Electronic Applications are set out on the ATM screens (in the case on ATM Electronic Applications) and the IB website screens (in the case of Internet Electronic Applications) of the relevant Participating Banks. Currently, DBS Bank and the UOB Group are the only Participating Banks through which Internet Electronic Applications can be made. For illustration purposes, the procedures for Electronic Applications through ATMs of UOB Group and the IB website of UOB Group are set out respectively in the Steps for Electronic Applications through ATMs of UOB Group and the Steps for Electronic Application through the IB website of UOB Group (collectively the Steps) appearing below. The Steps set out the actions that you must take at an ATM of UOB Group or the IB website of UOB Group 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 you in the additional terms and conditions for Electronic Applications and the Steps shall refer to you making an application for Offer Shares through an ATM or the IB website of a relevant Participating Bank. Applicants applying for Offer Shares by way of Electronic Applications may incur an administrative fee and/or such related charges as stipulated by respective Participating Banks from time to time. You must have an existing bank account with and be an ATM cardholder of one of the Participating Banks before you 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 given by a relevant Participating Bank. The actions that you must take at ATMs or the IB websites of other Participating Banks are set out on the ATM screens or the IB website screens of the relevant Participating Banks. Upon the completion of your Electronic Application transaction, you will receive an ATM transaction slip (Transaction Record), confirming the details of your Electronic Application. Upon completion of your Internet Electronic Application, there will be an on-screen confirmation (Confirmation Screen) of the application which you can print out for your record. The Transaction Record or your printed record of the Confirmation Screen is for your retention and should not be submitted with any Application Form. You must ensure that you enter your own Securities Account number when using the ATM card issued to you in your own name. If you operate a joint bank account with any of the Participating Banks, you must ensure that you enter your own Securities Account number when using the ATM card issued to you in your own name. Using your own Securities Account number with an ATM card which is not issued to you in your own name will render your Electronic Application liable to be rejected.
F-10
(b)
(c)
Your application will not be successfully completed and cannot be recorded as a completed transaction unless you press the Enter or OK or Confirm or Yes or any other relevant key in the ATM or click OK or submit or Continue or Yes or any other relevant button on the Internet screen. By doing so, you shall be treated as signifying your confirmation of each of the above three statements. In respect of statement 1(b) above, your confirmation, by pressing the Enter or OK or Confirm or Yes in the ATM or click OK or submit or Continue or Yes or any other relevant button on the Internet screen, shall signify and shall be treated as your 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 the relevant Participating Bank of the Relevant Particulars to the Relevant Parties. BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT APPLYING FOR OFFER SHARES AS A NOMINEE OF ANY OTHER PERSON AND THAT ANY ELECTRONIC APPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU AS BENEFICIAL OWNER. YOU SHOULD MAKE ONLY ONE ELECTRONIC APPLICATION FOR OFFER SHARES AND SHOULD NOT MAKE ANY OTHER APPLICATION FOR OFFER OR PLACEMENT SHARES, WHETHER AT THE ATM OR THE IB WEBSITES OF ANY PARTICIPATING BANK OR ON THE APPLICATION FORMS. IF YOU HAVE MADE AN APPLICATION FOR OFFER SHARES OR PLACEMENT SHARES ON AN APPLICATION FORM, YOU SHALL NOT MAKE AN ELECTRONIC APPLICATION FOR OFFER SHARES AND VICE VERSA.
F-11
3.
4.
5.
http://www.dbs.com(2)
24 hours a day
Notes: (1) (2) If you have made your Electronic Application through the ATM or IB website of UOB Group, you may check the results of your application through UOB Personal Internet Banking, UOB Group ATMs or UOB Phone Banking Services. If you have made your Internet Electronic Application through the IB websites of DBS Bank or UOB Group, you may check the results through the same channels listed in the table above in relation to ATM Electronic Applications made at ATMs of DBS Bank or UOB Group. If you have made your Electronic Application through the ATM of OCBC Bank, you may check the result of your application through OCBC Personal Internet Banking, OCBC ATMs or OCBC Phone Banking Services.
(3)
7.
Electronic Applications shall close at 12.00 noon on 23 September 2009 or such other time as we and the Vendors may, in consultation with the Manager, decide. Subject to paragraph 8 below, an Internet Electronic Application is deemed to be received only upon its completion, that is, when there is an on-screen confirmation of the application. You are deemed to have irrevocably requested and authorised our Company and Vendors to: (a) register the Offer Shares allotted and/or allocated to you in the name of CDP for deposit into your Securities Account; send the relevant Share certificate(s) to CDP; return or refund (without interest or any share of revenue earned or other benefit arising therefrom) the application monies in Singapore currency, should your Electronic Application be rejected, by automatically crediting your bank account with your Participating Bank with the relevant amount within 24 hours after balloting; and return or refund (without interest or any share of revenue or other benefit arising therefrom) the balance of the application monies in Singapore currency, should your Electronic Application be accepted in part only, by automatically crediting your bank account with your Participating Bank with the relevant amount within 14 days after the close of the Application List.
8.
(b) (c)
(d)
F-13
10.
11.
12.
13.
(b)
neither our Company, the Vendors, the Manager, the Underwriter and Placement Agent, the Participating Banks nor CDP shall be liable for any delays, failures or inaccuracies in the recording, storage or in the transmission or delivery of data relating to your Electronic Application to us or CDP due to breakdowns or failure of transmission, delivery or communication facilities or any risks referred to in paragraph 8 above or to any cause beyond their respective controls; in respect of Offer Shares for which your Electronic Application has been successfully completed and not rejected, acceptance of your Electronic Application shall be constituted by written notification by or on behalf of our Company and the Vendors and not otherwise, notwithstanding any payment received by or on behalf of our Company and the Vendors; you will not be entitled to exercise any remedy of rescission for misrepresentation at any time after acceptance of your application; and in making your application, reliance is placed solely on the information contained in this Prospectus and none of our Company, the Vendors, the Manager, the Underwriter, the Placement Agent or any other person involved in the Invitation shall have any liability for any information not so contained. F-14
(c)
(d)
(e)
A/C and A/CS : ACCOUNT AND ACCOUNTS, respectively ADDR AMT APPLN CDP CPF CPFINVT A/C ESA IC/PSSPT NO or NO. : ADDRESS : AMOUNT : APPLICATION : THE CENTRAL DEPOSITORY (PTE) LIMITED : CENTRAL PROVIDENT FUND BOARD : CPF INVESTMENT ACCOUNT : ELECTRONIC SHARE APPLICATION : NRIC or PASSPORT NUMBER : NUMBER
PERSONAL NO : PERSONAL IDENTIFICATION NUMBER REGISTRARS SCCS SGX : SHARE REGISTRARS : SECURITIES CLEARING & COMPUTER SERVICES (PTE) LTD : SINGAPORE EXCHANGE SECURITIES TRADING (PTE) LTD
Steps for an ATM Electronic Application through ATMs of UOB Group Step 1: Insert your personal Unicard, Uniplus card or UOB VISA/MASTER card and key in your personal identification number. Select CASHCARD/OTHER TRANSACTIONS. Select SECURITIES APPLICATION. Select the share counter which you wish to apply for.
2: 3: 4:
F-15
7:
Screen will display: NRIC/Passport No. XXXXXXXXXXXX IF YOUR NRIC NO / PASSPORT NO IS INCORRECT, PLEASE CANCEL THE TRANSACTION AND NOTIFY THE BRANCH PERSONALLY. (Press CANCEL or CONFIRM)
8:
Select mode of payment i.e. (CASH ONLY). You will be prompted to select Cash Account type to debit (i.e., CURRENT ACCOUNT / I- ACCOUNT, CAMPUS ACCOUNT OR SAVINGS ACCOUNT / TX-ACCOUNT). Should you have a few accounts linked to your ATM card, a list of linked account numbers will be displayed for you to select. After you have selected the account, your CDP Securities Account number will be displayed for you to confirm or change (This screen with your CDP Securities Account number will be shown if your CDP Securities Account number is already stored in the ATM system of UOB). If this is the first time you are using UOBs ATM to apply for Shares, your CDP Securities Account number will not be stored in the ATM system of UOB, and the following screen will be displayed for your input of your CDP Securities Account number.
9:
F-16
2. 3.
Key in your CDP Securities Account number (12 digits) and press the ENTER key. Select your nationality status. Key in the number of Shares you wish to apply for and press the ENTER key. Check the details of your Electronic Application on the screen and press ENTER key to confirm your Electronic Application. Select NO if you do not wish to make any further transactions and remove the Transaction Record. You should keep the Transaction Record for your own reference only.
15:
Owing to space constraints on UOB Groups IB website screens, the following terms will appear in abbreviated form: CDP CPF NRIC or I/C PR SGD or S$ SCCS SGX-ST : The Central Depository (Pte) Limited : The Central Provident Fund : National Registration Identity Card : Permanent Resident : Singapore Dollars : Securities Clearing & Computer Services (Pte) Ltd : Singapore Exchange Securities Trading Limited
Steps for an Internet Electronic Application through the IB website of UOB Group Step 1: 2: 3: 4: 5: Connect to UOB website at http://www.uobgroup.com Locate the Login icon on the left hand side next to Internet Banking Click on Login and at drop list select UOB Personal Internet Banking Enter your Username and Password and click Submit Select Investment Services (IPO Application should be the default transaction that appears, if not click IPO Application) Read the IMPORTANT notice and complete the declarations found on the bottom of the page by answering Yes/No to the questions
6:
F-17
9: 10:
11:
2.
3.
4.
5.
6.
12:
Check your personal details, details of the share counter you wish to apply for and account to debit Select (a) Nationality; Enter (b) your CDP securities account number; and (c) the number of shares applied for Click Submit Check details of your application, your NRIC/Passport number, CDP securities account number and the number of shares applied for, share counter, payment mode and account to debit. Click Confirm, Edit or Cancel. Print the Confirmation Screen (optional) for own your reference and retention only
13:
14: 15:
F-18
Adoption Date
: : : : : : :
Company
: : : :
: : :
G-1
Participant
Performance Targets
Rules
Scheme
SGX-ST Shareholders
: :
Shares % $ or S$
: : :
2.2
For the purposes of the Scheme: (a) in relation to a Shareholder (including, where the context requires, our Company), control means the capacity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of that company; unless rebutted, a person who holds directly or indirectly, a shareholding of 15% or more of our Companys issued share capital shall be presumed to be a Controlling Shareholder; and in relation to a Controlling Shareholder, his associate shall have the meaning ascribed to it by the Listing Manual or any other publication prescribing rules or regulations for corporations admitted to the Official List of the SGX-ST (as modified, supplemented or amended from time to time).
(b)
(c)
2.3
The terms Depositor and Depository Agent shall have the meanings ascribed to them respectively by Section 130A of the Act. Any reference in the Scheme to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Act and used in these Rules shall have the meaning assigned to it under the Act. Words importing the singular number shall include the plural number where the context admits and vice versa. Words importing the masculine gender shall include the feminine gender where the context admits. Any reference to a time of day shall be a reference to Singapore time.
2.4
2.5
2.6
G-2
3.
(b) (c)
4.2
Persons who are Controlling Shareholders shall not be eligible to participate in the Scheme. However, their Associates are eligible to participate in the PSS. For the purposes of paragraph 4.1(a) above, the secondment of a Group Employee to another company within our Group shall not be regarded as a break in his employment or his having ceased by reason only of such secondment to be a full-time employee of our Group. There shall be no restriction on the eligibility of any Participant to participate in any other share option or share incentive schemes implemented by our Company or any other company within our Group. Subject to the Act and any requirement of the SGX-ST, the terms of eligibility for participation in the Scheme may be amended from time to time at the absolute discretion of the Committee. Limitations under the Scheme The aggregate number of Shares to be delivered pursuant to the vesting of the Awards on any date, when added to the number of Shares issued and issuable in respect of such other Shares issued and/or issuable under such other share-based incentive schemes of our Company shall not exceed 15% of the issued Shares of our Company on the day preceding that date. Subject to such adjustment as may be made to this PSS as a result of any variation in the capital structure of our Company, no more than 25% of the total number of Shares in respect of which our Company may grant Award under this Scheme may be offered in aggregate to the Associates
4.3
4.4
4.5
5. 5.1
5.2
G-3
6.
7.2
(e)
8. 8.1
Vesting of the Awards Notwithstanding that a Participant may have met his Performance Targets, no Award shall be made: (a) upon the bankruptcy of the Participant or the happening of any other event which results in his being deprived of the legal or beneficial ownership of such Award; or in the event of any misconduct on the part of the Participant as determined by the Committee in its discretion; or in the event that the Committee shall, at its discretion, deem it appropriate that such Award to be given to a Participant shall so lapse on the grounds that any of the objectives of the Scheme (as set out in Rule 3) have not been met.
(b)
(c)
G-4
Save as provided and for the avoidance of doubt, an Award shall nevertheless be given to a Participant for as long as he has fulfilled his Performance Targets and notwithstanding a transfer of his employment within any company in our Group or any apportionment of Performance Targets within any company within our Group. 8.3 If a Participant has fulfilled his Performance Targets but dies before an Award is made, the Award shall in such circumstances be given to the personal representatives of the Participant. Take-over and winding up of our Company Notwithstanding Rule 8 but subject to Rule 9.5, in the event of a take-over being made for our Shares, a Participant shall be entitled to an Award if he has met the Performance Targets which falls within the period commencing on the date on which such offer for a take-over of our Company is made or, if such offer is conditional, the date on which such offer becomes or is declared unconditional, as the case may be, and ending on the earlier of: (a) the expiry of six (6) months thereafter, unless prior to the expiry of such six-month period, at the recommendation of the offeror and with the approvals of the Committee and the SGX-ST, such expiry date is extended to a later date (in either case, being a date falling not later than the last date on which the Performance Targets are to be fulfilled); or the date of expiry of the period for which the Performance Targets are to be fulfilled.
9. 9.1
(b)
Provided that if during such period, the offeror becomes entitled or bound to exercise rights of compulsory acquisition under the provisions of the Act and, being entitled to do so, gives notice to the Participant that it intends to exercise such rights on a specified date, the Participant shall be obliged to fulfil such Performance Target until the expiry of such specified date or the expiry date of the Performance Target relating thereto, whichever is earlier, before an Award can be vested. 9.2 If under any applicable laws, the court sanctions a compromise or arrangement proposed for the purposes of, or in connection with, a scheme for the reconstruction of our Company or its amalgamation with another company or companies, each Participant shall be entitled, notwithstanding Rule 8 but subject to Rule 9.5, to any Award so determined by the Committee to be vested in him during the period commencing on the date upon which the compromise or arrangement is sanctioned by the court and ending either on the expiry of sixty (60) days thereafter or the date upon which the compromise or arrangement becomes effective, whichever is later. If an order is made for the winding-up of our Company on the basis of its insolvency, all Awards, notwithstanding that they may have been so vested shall be deemed or become null and void. In the event of a members voluntary winding-up (other than for amalgamation or reconstruction), the Awards shall so vest in the Participant for so long as, in the absolute determination by the Committee, the Participant has met the Performance Targets prior to the date that the members voluntary winding-up shall be deemed to have been commenced or effective in law. G-5
9.3
9.4
10.
10.1 Subject to such consents or other required action of any competent authority under any regulations or enactments for the time being in force as may be necessary and subject to the compliance with the terms of the Scheme and the Articles of Association of our Company, our Company shall, within ten (10) Market Days after the vesting of an Award, allot the relevant Shares and despatch to CDP the relevant share certificates by ordinary post or such other mode as the Committee may deem fit. 10.2 Our Company shall, as soon as practicable after such allotment, apply to the SGX-ST for permission to deal in and for quotation of such Shares. 10.3 Shares which are the subject of an Award shall be issued in the name of CDP to the credit of the securities account of that Participant maintained with CDP, the securities sub-account maintained with a Depository Agent or the CPF investment account maintained with a CPF agent bank. 10.4 Shares issued and allotted upon the vesting of an Award shall be subject to all the provisions of the Articles of Association of our Company, and shall rank in full for all entitlements, excluding dividends or other distributions declared or recommended in respect of the then existing Shares, the Record Date for which falls on or after the relevant vesting date of the Award, and shall in all other respects rank pari passu with other existing Shares then in issue. Record Date means the date fixed by our Company for the purposes of determining entitlements to dividends or other distributions to or rights of holders of Shares. 11. Variation of Capital
11.1 If a variation in the issued ordinary share capital of our Company (whether by way of a, capitalisation of profits or reserves or rights issue, reduction, subdivision, consolidation, distribution or otherwise) shall take place: (a) (b) the class and/or number of Shares comprised in an Award; and/or the class and/or number of Shares which may be granted under the Scheme, shall be adjusted by the Committee to give each Participant the same proportion of the equity capital of our Company as that to which he was previously entitled and, in doing so, the Committee shall determine at its own discretion the manner in which such adjustment shall be made.
11.2 Unless the Committee considers an adjustment to be appropriate: (a) 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 our Company by way of a market purchase of such Shares undertaken by our Company on the SGX-ST during the period when a share purchase mandate granted by shareholders of our Company (including any renewal of such mandate) is in force,
(b)
shall not normally be regarded as a circumstance requiring adjustment. 11.3 Notwithstanding the provisions of Rule 11.1: (a) no such adjustment shall be made if as a result, the Participant receives a benefit that a Shareholder does not receive; and
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11.4 Any increase in the issued share capital of our Company as a consequence of the delivery of Shares pursuant to the vesting of the Awards from time to time by our Company, or through any other share-based incentive schemes implemented by our Company, will also not be regarded as a circumstance requiring adjustment. 11.5 Upon any adjustment required to be made pursuant to this Rule 11, our Company shall notify the Participant (or his duly appointed personal representatives where applicable) in writing and deliver to him (or his duly appointed personal representatives where applicable) a statement setting forth the class and/or number of Shares thereafter to be issued pursuant to the grant of an Award. Any adjustment shall take effect upon such written notification being given. 12. Administration of the Scheme
12.1 The Scheme shall be administered by the Committee in its absolute discretion with such powers and duties as are conferred on it by the Board, provided that no member of the Committee shall participate in any deliberation or decision in respect of Award granted or to be granted to him. Shareholders who are eligible to participate in the Scheme shall abstain from voting on any resolution relating to the Scheme. 12.2 The Committee shall have the power, from time to time, to make and vary such regulations (not being inconsistent with the Scheme) for the implementation and administration of the Scheme as they think fit including, but not limited to: (a) imposing restrictions on the number of Awards that may be vested within each financial year; and amending Performance Targets if by so doing, it would be a fairer measure of performance for a Participant or for the Scheme as a whole.
(b)
12.3 Any decision of the Committee made pursuant to any provision of the Scheme (other than a matter to be certified by the Auditors) shall be final and binding (including any decisions pertaining to the number of Shares to be vested or to disputes as to the interpretation of the Scheme or any rule, regulation, procedure thereunder or as to any rights under the Scheme). 13. Notices and Annual Report
13.1 Any notice required to be given by a Participant to our Company shall be sent or made to the registered office of our Company or such other addresses as may be notified by our Company to him in writing. 13.2 Any notices or documents required to be given to a Participant or any correspondence to be made between our Company and the Participant shall be given or made by the Committee (or such person(s) as it may from time to time direct) on behalf of our Company and shall be delivered to him by hand or sent to him at his home address according to the records of our Company or at the last known address of the Participant and if sent by post, shall be deemed to have been given on the day following the date of posting. 13.3 Our Company shall disclose the following in its annual report: (a) (b) the names of the members of the Committee administering the Scheme; and in respect of the following Participants: (i) Directors of our Company;
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the following information: (aa) (bb) name of the participant; number of Shares issued comprised in awards granted to such participant during the financial year under review (including terms); aggregate number of Shares comprised in awards granted to such participant since the commencement of the PSS to the end of the financial year under review; aggregate number of Shares comprised in awards which have vested from the commencement of the PSS to the end of the financial year under review; number of Shares comprised in awards not released as at the end of the financial year under review; and total number of Shares issued or delivered to such participant under the PSS during the financial year under review.
(cc)
(dd)
(ee)
(ff)
(c)
such other information as may be required by the Listing Manual or the Act.
If any of the above is not applicable, an appropriate negative statement shall be included therein. 14. Modifications to the Scheme
14.1 Any or all the provisions of the Scheme may be modified and/or altered at any time and from time to time by resolution of the Committee, except that: (a) any modification or alteration which would be to the advantage of Participants under the Scheme shall be subject to the prior approval of Shareholders in general meeting; and no modification or alteration shall be made without due compliance with the Listing Manual and such other regulatory authorities as may be necessary.
(b)
However, no modification or alteration shall adversely affect the rights attached to Awards granted prior to such modification or alteration except with the written consent of such number of Participants who, if their Awards were released to them, would thereby become entitled to not less than three-quarters in number of all our Shares which would be issued in full pursuant to all outstanding Awards under the Scheme. 14.2 The Committee may at any time by resolution (and without other formality, save for the prior approval of the SGX-ST) amend or alter the rules or provisions of the Scheme in any way to the extent necessary to cause the Scheme to comply with any statutory provision or the provision or the regulations of any regulatory or other relevant authority or body (including the SGX-ST). 14.3 Written notice of any modification or alteration made in accordance with this Rule 14 shall be given to all Participants. 15. Terms of employment unaffected The terms of employment of a Participant (who is a Group Employee) shall not be affected by his participation in the Scheme, which shall neither form part of such terms nor entitle him to take into account such participation in calculating any compensation or damages on the termination of his employment for any reason.
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16.1 The Scheme shall continue to be in force at the discretion of the Committee, subject to a maximum period of ten (10) years commencing on the Adoption Date, provided always that the Scheme may continue beyond the above stipulated period with the approval of our Companys Shareholders by ordinary resolution in general meeting and of any relevant authorities which may then be required. 16.2 The Scheme may be terminated at any time by the Committee or by resolution of our Company in general meeting subject to all relevant approvals which may be required and if the Scheme is so terminated, no further Awards shall be vested thereafter. 16.3 The termination of the Scheme shall not affect Awards which have been vested, whether such Shares have been delivered or not. 17. Taxes All taxes (including income tax) arising from the grant and/or disposal of Shares pursuant to the Awards granted to any Participant under the Scheme shall be borne by that Participant. 18. Costs and expenses
18.1 Each Participant shall be responsible for all fees of CDP relating to or in connection with the issue and allotment of any Shares pursuant to the Awards in CDPs name, the deposit of share certificate(s) with CDP, the Participants securities account with CDP, or the Participants securities sub-account with a CDP Depository Agent or CPF investment account with a CPF agent bank (collectively, the CDP Charges). 18.2 Save for the taxes referred to in Rule 17 and such other costs and expenses expressly provided in the Scheme to be payable by the Participants, all fees, costs and expenses incurred by our Company in relation to the Scheme including but not limited to the fees, costs and expenses relating to the allotment, issue and/or delivery of Shares pursuant to the Awards shall be borne by our Company. 19. Disclaimer of liability Notwithstanding any provisions herein contained, the Board, the Committee and our Company shall not under any circumstances be held liable for any costs, losses, expenses and damages whatsoever and howsoever arising in any event, including but not limited to our Companys delay in issuing its Shares or applying for or procuring the listing of the New Shares on the SGX-ST in accordance with Rule 10.2. 20. Disputes Any disputes or differences of any nature arising hereunder shall be referred to the Committee and its decision shall be final and binding in all respects. 21. Condition of Awards Every Award shall be subject to the condition that no Shares would be issued pursuant to the vesting of any Award if such issue would be contrary to any law or enactment, or any rules or regulations of any legislative or non-legislative governing body for the time being in force in Singapore or any other relevant country having jurisdiction in relation to the issue of Shares hereto. 22. Governing law The Scheme shall be governed by, and construed in accordance with, the laws of the Republic of Singapore. The Participants, by accepting Awards in accordance with the Scheme, and our Company irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Singapore.
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