PROSPECTUS DATED 4 JANUARY 2008 (Registered by the Monetary Authority of Singapore on 4 January 2008) THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISER. We have made an application to the Singapore Exchange Securities Trading Limited (the SGX-ST) for permission to deal in, and for quotation of, all the ordinary shares (the Shares) in the capital of Old Chang Kee Ltd. (the Company) already issued and the new Shares (the New Shares) which are the subject of this Invitation (as defined herein). Such permission will be granted when we have been admitted to the Official List of the Catalist. The dealing in and quotation of our shares will be in Singapore dollars. Our acceptance of applications for the New Shares will be conditional upon, inter alia, permission being granted by the SGX-ST to deal in, and for quotation of, all of the existing issued Shares and the New Shares. Monies paid in respect of any application accepted will, in the event such permission is not granted, be returned to you at your own risk, without interest or any share of revenue or other benefit arising therefrom, and you will not have any claim whatsoever against us, the Manager (as defined herein), the Underwriter (as defined herein) or the Placement Agent (as defined herein). The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Prospectus. Admission to the Official List of the Catalist is not to be taken as an indication of the merits of the Invitation, the Company, its subsidiaries, the Shares or the New Shares. A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the Authority). The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the Shares or the New Shares, as the case may be, being offered for investment. We have not lodged or registered this Prospectus in any other jurisdiction. No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority. Investing in the Shares involves risks which are described in the section entitled Risk Factors of this Prospectus. As part of the transitional arrangement announced by the SGX-ST on 26 November 2007, the Company has been approved to be listed on the Catalist. The Company has submitted its listing application under the listing rules of SGX-SESDAQ and the SGX-ST has reviewed the application based on the SGX-SESDAQ framework and listing rules. The offer will be accompanied by a prospectus registered by the Authority. The SGX-ST will publish a date from which our Company and all existing SGX-SESDAQ listed companies are required to comply with the listing rules of the Catalist (please refer to the section entitled Replacement of SGX-SESDAQ by Catalist and Appendix L of this Prospectus for more information).

OLD CHANG KEE LTD.(Incorporated in the Republic of Singapore on 16 December 2004) (Company Registration Number: 200416190W) Invitation in respect of 25,000,000 New Shares comprising:(a) (b) 1,000,000 Offer Shares at S$0.20 for each Offer Share by way of public offer; and 24,000,000 Placement Shares by way of placement, comprising:(i) (ii) 22,500,000 Placement Shares at S$0.20 for each Placement Share by way of applications made via Placement Shares Application Forms; and 1,500,000 Reserved Shares at S$0.20 for each Reserved Share reserved for our Non-Executive Directors, management, employees, business associates and others who have contributed to the success of our Group,

payable in full on application.Manager

Westcomb Capital Pte LtdPlacement Agent and Underwriter

Westcomb Securities Pte Ltd

SardineO

PepperO

SpringO

CurryO

Breaded Prawn OnStik

Chicken Nuggets OnStik

Pineapple Feelin

Fish Ball OnStik

Sotong Ball OnStik

Sotong OnStik

Sotong Wing OnStik

Yam Feelin

Fish Fillet OnStik

Sotong Nuggets OnStik

Crab Nuggets OnStik

Prawn Nuggets OnStik

Crab Claw OnStik

Pumpkin K8

Carrot K8

Yam K8

Green Bean Feelin

Crab Meat Wrap OnStik

Chicken Wrap OnStik

Sotong Wrap OnStik

deliversSeafood Gyoza OnStik Gyoza OnStik

CONTENTSPage CORPORATE INFORMATION ............................................................................................................ DEFINITIONS ...................................................................................................................................... DETAILS OF THE INVITATION Listing on the Catalist ...................................................................................................................... Indicative Timetable for Listing ........................................................................................................ REPLACEMENT OF SGX-SESDAQ BY CATALIST .......................................................................... THE INVITATION.................................................................................................................................. USE OF PROCEEDS FROM THE INVITATION AND EXPENSES INCURRED ................................ MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS...................................... EXCHANGE CONTROLS .................................................................................................................... CLEARANCE AND SETTLEMENT .................................................................................................... PLAN OF DISTRIBUTION .................................................................................................................. CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS ...................................................... SELLING RESTRICTIONS .................................................................................................................. PROSPECTUS SUMMARY ................................................................................................................ INVITATION STATISTICS .................................................................................................................... RISK FACTORS Risks relating to our Business or our Industry ................................................................................ Risks relating to Ownership of our Shares ...................................................................................... MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Combined Profit and Loss Accounts ................................................................................................ Combined Balance Sheet ................................................................................................................ Overview .......................................................................................................................................... Review of Results of Operations ...................................................................................................... Review of Past Financial Position .................................................................................................... Liquidity and Capital Resources ...................................................................................................... Material Capital Expenditure, Divestment and Commitment............................................................ DIVIDEND POLICY .............................................................................................................................. CAPITALISATION AND INDEBTEDNESS .......................................................................................... DILUTION ............................................................................................................................................ 4 6

14 17 18 19 20 21 23 26 27 30 31 32 34

35 41

44 45 46 50 55 57 60 62 63 65

1

CONTENTSPage GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP Share Capital.................................................................................................................................... Significant Changes In Percentage of Ownership............................................................................ Changes in Issued and Paid-Up Share Capital of our Company and our Subsidiaries .................. Shareholders .................................................................................................................................... Moratorium ...................................................................................................................................... RESTRUCTURING EXERCISE .......................................................................................................... GROUP STRUCTURE ........................................................................................................................ OUR SUBSIDIARIES AND ASSOCIATED COMPANIES .................................................................. OUR HISTORY .................................................................................................................................... OUR BUSINESS Introduction ...................................................................................................................................... Our Products .................................................................................................................................... Production Facility and Capacity ...................................................................................................... Retail Outlets .................................................................................................................................... Enterprise Resource Planning System ............................................................................................ Quality Control.................................................................................................................................. Marketing and Business Development ............................................................................................ Product Development ...................................................................................................................... Intellectual Property.......................................................................................................................... Properties and Fixed Assets ............................................................................................................ Our Major Customers ...................................................................................................................... Our Major Suppliers ........................................................................................................................ Inventory Management .................................................................................................................... Credit Policy .................................................................................................................................... Government Regulations.................................................................................................................. Insurance.......................................................................................................................................... Competition ...................................................................................................................................... Our Competitive Strengths .............................................................................................................. Awards and Accreditation ................................................................................................................ PROSPECTS AND FUTURE PLANS Prospects.......................................................................................................................................... Trend Information.............................................................................................................................. Future Plans .................................................................................................................................... DIRECTORS, MANAGEMENT AND EMPLOYEES Directors .......................................................................................................................................... Management .................................................................................................................................... Management Reporting Structure .................................................................................................... Directors and Executive Officers Remuneration ............................................................................ Service Agreements ........................................................................................................................ Our Employees ................................................................................................................................ Board Practices ................................................................................................................................ CORPORATE GOVERNANCE ............................................................................................................ 2

66 67 68 69 70 71 73 74 75

78 78 80 80 80 81 83 84 85 94 101 101 102 103 103 107 107 108 109

110 110 111

112 114 115 116 117 118 119 120

CONTENTSPage INTERESTED PERSON TRANSACTIONS Past Interested Person Transactions ................................................................................................ Present and Ongoing Interested Person Transactions .................................................................... Review Procedures for Future Interested Person Transactions ...................................................... CONFLICTS OF INTEREST ................................................................................................................ GENERAL AND STATUTORY INFORMATION .................................................................................. APPENDIX A Report from the Auditors and the Audited Combined Financial Statements of Old Chang Kee Ltd. and its Subsidiary Companies for the Financial Years Ended 31 December 2004, 2005 and 2006 ................................................................................................ APPENDIX B Report from the Auditors and the Unaudited Combined Financial Statements of Old Chang Kee Ltd. and its Subsidiary Companies for the Financial Period from 1 January 2007 to 30 June 2007 .................................................................................................... APPENDIX C Extracts of our Articles of Association.............................................................................................. APPENDIX D Description of Singapore Company Law relating to Shares ............................................................ APPENDIX E Summary of Relevant Australian Laws and Regulations ................................................................ APPENDIX F Summary of Relevant Malaysian Laws and Regulations ................................................................ APPENDIX G Summary of Relevant PRC Laws and Regulations.......................................................................... APPENDIX H Summary of Relevant Thai Laws and Regulations .......................................................................... APPENDIX I Taxation ............................................................................................................................................ APPENDIX J Terms, Conditions and Procedures for Application and Acceptance .............................................. APPENDIX K Report from the Auditors and the Unaudited Proforma Combined Financial Statements of Old Chang Kee Ltd. and its Subsidiary Companies for the Financial Year Ended 31 December 2006 and the Financial Period from 1 January 2007 to 30 June 2007 .................................................................................................... APPENDIX L Key Changes under Catalist Rules ..................................................................................................

123 124 126 128 129

A-1

B-1

C-1

D-1

E-1

F-1

G-1

H-1

I-1

J-1

K-1

L-1

3

CORPORATE INFORMATIONBOARD OF DIRECTORS : Han Keen Juan (Executive Chairman) Lim Tao-E William (Chief Executive Officer) Choong Buat Ken (Non-Executive Director) Lim Yen Heng (Non-Executive Director) Ong Chin Lin (Lead Independent Director) Wong Chak Weng (Independent Director) Chew Mei Li, CPA 200416190W

COMPANY SECRETARY COMPANY REGISTRATION NUMBER REGISTERED OFFICE

: :

:

2 Woodlands Terrace Singapore 738427 Boardroom Corporate & Advisory Services Pte Ltd 3 Church Street #08-01 Samsung Hub Singapore 049483 Westcomb Capital Pte Ltd 5 Shenton Way #09-07 UIC Building Singapore 068808 Westcomb Securities Pte Ltd 5 Shenton Way #09-08 UIC Building Singapore 068808 Shook Lin & Bok LLP 1 Robinson Road #18-00 AIA Tower Singapore 048542 Hardies Lawyers 45 Ventnor Avenue West Perth WA 6005 Australia Skrine Unit No. 50-8-1, 8th Floor Wisma UOA Damansara 50, Jalan Dungun Damansara Heights 50490 Kuala Lumpur Malaysia Royal Advocates International Limited 2/4 Nai Lert Tower Building 5th Floor, Lumpini Patuwan Bangkok 10330 Thailand

SHARE REGISTRAR

:

MANAGER

:

UNDERWRITER AND PLACEMENT AGENT

:

SOLICITORS TO THE INVITATION AND LEGAL ADVISERS TO OUR COMPANY ON SINGAPORE LAW

:

LEGAL ADVISERS TO OUR COMPANY ON AUSTRALIAN LAW

:

LEGAL ADVISERS TO OUR COMPANY ON MALAYSIAN LAW

:

LEGAL ADVISERS TO OUR COMPANY ON THAI LAW

:

4

CORPORATE INFORMATIONLEGAL ADVISERS TO OUR COMPANY ON PRC LAW : King & Wood 22/F, The City Tower 86 Section One Renminnanlu Chengdu, Sichuan 610016 PRC Ernst & Young Certified Public Accountants One Raffles Quay North Tower, Level 18 Singapore 048583 Partner-in-charge: Max Loh Khum Whai (a member of the Institute of Certified Public Accountants of Singapore) RECEIVING BANKER : Oversea-Chinese Banking Corporation Limited 65 Chulia Street OCBC Centre Singapore 049513 Oversea-Chinese Banking Corporation Limited 65 Chulia Street OCBC Centre Singapore 049513 United Overseas Bank Limited 80 Raffles Place UOB Plaza 1 Singapore 048624 CORPORATE WEBSITE : http://www.oldchangkee.com (information contained on this Internet website does not constitute a part of this Prospectus)

AUDITORS AND REPORTING ACCOUNTANTS

:

PRINCIPAL BANKERS

:

5

DEFINITIONSIn 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 or the IB websites of the relevant Participating Banks, unless the context otherwise requires, the following definitions apply throughout where the context so admits:-

Companies within our Group Company or Old Chang Kee Group Old Chang Kee Australia Old Chang Kee China: : : : Old Chang Kee Ltd. Our Company and its subsidiaries Old Chang Kee Australia Pty Ltd Ten & Han Food Management (Chengdu) Co., Ltd.

Ten & Han Associated Companies Old Chang Kee Malaysia Old Chang Kee Thailand

:

Ten & Han Trading Pte Ltd

: :

Old Chang Kee (M) Sdn. Bhd. Old Chang Kee (Thailand) Co., Ltd.

Other Companies, Organisations and Agencies 1901 Singapore Auditors Authority AVA Catalist CDP or Depository FIC: : : : : : : 1901 Singapore Pte. Ltd. Ernst & Young Monetary Authority of Singapore Agri-Food & Veterinary Authority of Singapore Sponsor-supervised board The Central Depository (Pte) Limited Foreign Investment Committee, under Malaysias Prime Ministers Department, which regulates, inter alia, the acquisition of assets, mergers and takeovers by local and foreign interests Housing and Development Board PT. Old Chang Kee Ina Westcomb Securities Pte Ltd

HDB Indonesian Franchisee Placement Agent or Underwriter Manager MUIS

: : :

: :

Westcomb Capital Pte Ltd Majlis Ugama Islam Singapura (also known as the Islamic Religious Council of Singapore) National Environment Agency

NEA

:

6

DEFINITIONSParticipating Banks: DBS Bank Ltd (including POSB) (DBS Bank), Oversea-Chinese Banking Corporation Limited (OCBC) and United Overseas Bank Limited and its subsidiary, Far Eastern Bank Limited (the UOB Group) OCK Food Chain Philippines, Inc. Pure Options Pte. Ltd. Oversea-Chinese Banking Corporation Limited SGX-ST Dealing and Automated Quotation System Singapore Exchange Securities Trading Limited Boardroom Corporate & Advisory Services Pte Ltd Asian Appraisal Company Pte Ltd

Philippines Franchisee Pure Options Receiving Banker SGX-SESDAQ SGX-ST Share Registrar Valuer General Application Forms

: : : : : : :

:

The printed application forms to be used for the purpose of the Invitation and which form part of this Prospectus The list of applications for the subscription of the New Shares The articles of association of our Company (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:(aa) (bb) 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 interestholder, as the case may be,

Application List Articles of Association Associate

: : :

(ii)

(cc)

(dd)

(ee)

of the entity; and

7

DEFINITIONS(b) in relation to an individual, means:(i) (ii) his immediate family; a trustee of any trust of which the individual or any member of the individuals immediate family is, (aa) (bb) a beneficiary; or where the trust is a discretionary trust, a discretionary object,

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

Associated Company

:

in relation to an entity, means:(a) any corporation, other than a subsidiary of the entity, in which:(i) the entity or one or more of its subsidiaries or subsidiary entities has; the entity, one or more of its subsidiaries and one or more of its subsidiary entities together have; the entity and one or more of its subsidiaries together have; the entity and one or more of its subsidiary entities together have; or one or more of the subsidiaries of the entity and one or more of the subsidiary entities of the entity together have,

(ii)

(iii)

(iv)

(v)

a direct interest in voting shares of not less than 20% but not more than 50% of the total votes attached to all voting shares in the corporation; or (b) any corporation, other than a subsidiary of the entity or a corporation which is an associated company of the entity by virtue of paragraph (a), the policies of which:(i) the entity or one or more of its subsidiaries or subsidiary entities; the entity together with one or more of its subsidiaries and one or more of its subsidiary entities; the entity together with one or more of its subsidiaries;

(ii)

(iii)

8

DEFINITIONS(iv) the entity together with one or more of its subsidiary entities; or one or more of the subsidiaries of the entity together with one or more of the subsidiary entities of the entity,

(v)

is or are able to control or influence materially

ATM ATM Application

: :

Automated teller machine of a Participating Bank An application for the Offer Shares made through an ATM, subject to and on 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 Has the same meaning as in Section 2 of the Business Trusts Act (Chapter 31A) of Singapore, as amended, supplemented or modified from time to time Chief executive officer Companies Act (Chapter 50) of Singapore, as amended, supplemented or modified from time to time In relation to a corporation, means a person who:(a) holds directly or indirectly interest in the voting shares of the corporation and where the total votes attached to such shares are 15% or more of the aggregate of the votes attached to all the voting shares in the corporation; or in fact exercises control over the corporation

Audit Committee

:

Board business trust

: :

CEO Companies Act

: :

Controlling Shareholder

:

(b)

CPF Directors Electronic Application EPS ERP

: : : : :

The Central Provident Fund The directors of our Company as at the date of this Prospectus An ATM Application or an IB Application Earnings per Share Enterprise Resource Planning, a type of system which uses multiple components of computer software and hardware, including but not limited to a unified database, to integrate all data and processes of an organisation The executive Directors of our Company The executive officers of our Group as at the date of this Prospectus, who are also key executives as defined under the Securities and Futures Act (Offers of Investment) (Shares and Debentures) Regulations 2005

Executive Directors Executive Officers

: :

9

DEFINITIONSF&B FIE FP FY HACCP: : : : : Food and beverage Foreign Investment Enterprise Financial period from 1 January to 30 June Financial year ended or, as the case may be, ending 31 December Hazard Analysis and Critical Control Point, a scientific, rational and systematic approach to identify, assess and control hazards during production, processing, manufacturing, preparation and use of food to ensure that food is safe for consumption Contains no pork, lard or other elements of impurities as defined under Islamic law Internet banking An application for the Offer Shares made through an IB website of one of the relevant Participating Banks, subject to and on the terms and conditions of this Prospectus The independent Directors of our Company The invitation by our Company to the public to subscribe for the New Shares, subject to and on the terms and conditions of this Prospectus Initial public offering S$0.20 for each New Share 12 November 2007, being the latest practicable date prior to the lodgment of this Prospectus with the Authority Listing manual of the SGX-ST, as amended, supplemented or modified from time to time A day on which the SGX-ST is open for trading in securities Mass rapid transit Net asset value The 25,000,000 new Shares for which our Company invites applications to subscribe pursuant to the Invitation, subject to and on the terms and conditions of this Prospectus The non-executive Directors (including Independent Directors) of our Company The nominating committee of our Company as at the date of this Prospectus The offer by our Company of the Offer Shares to the public in Singapore for subscription at the Issue Price, subject to and on the terms and conditions of this Prospectus

Halal

:

IB IB Application

: :

Independent Directors Invitation

: :

IPO Issue Price Latest Practicable Date

: : :

Listing Manual

:

Market Day MRT NAV New Shares

: : : :

Non-Executive Directors

:

Nominating Committee

:

Offer

:

10

DEFINITIONSOffer Shares period under review Placement or Placement Tranche: : : The 1,000,000 New Shares which are the subject of the Offer FY2004, FY2005, FY2006 and FP2007 The placement by the Placement Agent of the Placement Shares on behalf of our Company for subscription at the Issue Price, subject to and on the terms and conditions of this Prospectus The 24,000,000 New Shares which are the subject of the Placement (including the Reserved Shares) Peoples Republic of China, excluding Hong Kong Special Administrative Region of PRC (Hong Kong), Macau Special Administrative Region of PRC (Macau) and the Republic of China for the purposes of this Prospectus and for geographical reference only This Prospectus dated 4 January 2008 issued by our Company in respect of the Invitation FY2004, FY2005, FY2006, FP2007 and the period between 1 July 2007 to the Latest Practicable Date The remuneration committee of our Company as at the date of this Prospectus The 1,500,000 Placement Shares reserved for our Non-Executive Directors, management, employees, business associates and those who have contributed to the success of our Group The restructuring exercise undertaken by our Group as described in the section entitled Restructuring Exercise of this Prospectus Retail shops and kiosks set up by our Group Securities account maintained by a Depositor with CDP but does not include a securities sub-account Securities and Futures Act (Chapter 289) of Singapore, as amended, supplemented or modified from time to time The service agreements entered into between our Company and our Executive Directors, as described in the section entitled Service Agreements of this Prospectus Ordinary shares in the capital of our Company Registered holders of Shares, except where the registered holder is CDP, the term Shareholders shall, in relation to such Shares, mean the Depositors whose Securities Accounts are credited with Shares The sub-division of each Share into 12 Shares as described in the section entitled Share Capital of this Prospectus

Placement Shares

:

PRC

:

Prospectus

:

Relevant Period

:

Remuneration Committee

:

Reserved Shares

:

Restructuring Exercise

:

retail outlets Securities Account

: :

Securities and Futures Act

:

Service Agreements

:

Shares Shareholders

: :

Sub-division of Shares

:

11

DEFINITIONSSubstantial Shareholder: A person who has an interest in voting shares of a corporation, and where the total votes attached to such shares are not less than 5% of the total votes attached to all the voting shares of the corporation Lim Tao-E William

William Lim Currencies, Units and Others AUD or A$ RM or MYR RMB S$ and cents THB US$ or USD sq ft % or per cent.

:

: : : : : : : :

Australian dollars Malaysian Ringgit PRC Renminbi Singapore dollars and cents, respectively Thai Baht United States dollars Square feet Per centum or percentage

Any reference to our, ourselves, us, we or other grammatical variations thereof in this Prospectus is a reference to our Company, our Group or any member of our Group as the context requires. The terms Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them respectively in Section 130A of the Companies Act. The term entity shall have the same meaning ascribed to it in Section 2 of the Securities and Futures Act, while the terms associated entity, controlling interest-holder, related corporation, related entity, subsidiary, subsidiary entity and substantial interest-holder shall have the same meanings ascribed to them respectively in Paragraph 1 of the Fourth Schedule of the Securities and Futures Act (Offers of Investments) (Shares and Debentures) Regulations 2005. 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 or the Electronic Applications to any statute or enactment is a reference to that statute or enactment as for the time being amended or re-enacted. Any word defined in the Companies Act, the Securities and Futures Act or any statutory modification thereof or the Listing Manual and used in this Prospectus, the Application Forms and Electronic Applications shall, where applicable, have the meaning assigned to it under the Companies Act, the Securities and Futures Act or such statutory modification, or the Listing Manual, as the case may be. Any reference in this Prospectus, the Application Forms or the Electronic Applications to Shares being allotted to an applicant includes allotment to CDP for the account of that applicant. Any reference to a time of day or dates in this Prospectus, the Application Forms or the Electronic Applications shall be a reference to Singapore time or dates respectively, unless otherwise stated.

12

DEFINITIONSCertain names with Chinese characters have been translated into English names. These names can be identified by the Chinese characters indicated beside the English names. 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. Any discrepancies in the tables included in this Prospectus between the listed amounts and the totals thereof are due to rounding. Accordingly, figures shown in totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

13

DETAILS OF THE INVITATIONLISTING ON THE CATALIST As part of the transitional arrangement announced by the SGX-ST on 26 November 2007, the Company has been approved to be listed on the Catalist. The Company has submitted its listing application under the listing rules of SGX-SESDAQ and the SGX-ST has reviewed the application based on the SGXSESDAQ framework and listing rules. We have made an application to the SGX-ST for permission to deal in, and for quotation of, all our Shares already issued and the New Shares. Such permission will be granted when our Company has been admitted to the Official List of the Catalist. Our acceptance of applications for the New Shares will be conditional upon, inter alia, permission being granted by the SGX-ST to deal in, and for quotation of, all of our existing issued Shares and the New Shares. If such permission is not granted for any reason, monies paid in respect of any application accepted will be returned to you at your own risk, without interest or any share of revenue or other benefit arising therefrom, and you will not have any claim whatsoever against us, the Manager, the Underwriter or the Placement Agent. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Prospectus. Admission to the Official List of the Catalist is not to be taken as an indication of the merits of the Invitation, the Company, its subsidiaries, the Shares or the New Shares. A copy of this Prospectus has been lodged with and registered by the Authority. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the Shares or the New Shares, as the case may be, being offered for investment. No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority. We are subject to the provisions of the Securities and Futures Act and the Listing Manual regarding corporate disclosure. In particular, if after this Prospectus is registered by the Authority but before the close of the Invitation, we become aware of:(a) (b) a false or misleading statement or matter in this Prospectus; an omission from this Prospectus of any information that should have been included in it under Section 243 of the Securities and Futures Act; or a new circumstance that has arisen since this Prospectus was lodged with the Authority which would have been required by Section 243 of the Securities and Futures Act to be included in this Prospectus, if it had arisen before this Prospectus was lodged,

(c)

that is materially adverse from the point of view of an investor, we may lodge a supplementary or replacement prospectus with the Authority pursuant to Section 241 of the Securities and Futures Act. Where prior to the lodgment of the supplementary or replacement prospectus, applications have been made under this Prospectus to subscribe for the New Shares, and:(a) where the New Shares have not been issued to you, our Company shall either:(i) within seven days from the date of lodgment 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 withdraw your application; or

14

DETAILS OF THE INVITATION(ii) treat the applications as withdrawn and cancelled, in which case your application shall be deemed to have been withdrawn and cancelled and our Company shall, within seven days from the date of lodgment of the supplementary or replacement prospectus, return to you all monies which you have paid on account of your application for the New Shares, without interest or any share of revenue or other benefit arising therefrom and at your own risk; or

(b)

where the New Shares have been issued to you, our Company shall either:(i) within seven days from the date of lodgment 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 New Shares which you do not wish to retain title in; or treat the issue of the New Shares as void, in which case the issue shall be deemed void and our Company shall, within seven days from the date of lodgment of the supplementary or replacement prospectus, return to you all monies which you have paid on account of your application for the New Shares, without interest or any share of revenue or other benefit arising therefrom and at your own risk.

(ii)

If you wish to exercise your option under paragraph (a)(i) above to withdraw your application in respect of the New Shares, you shall, within 14 days from the date of lodgment of the supplementary or replacement prospectus, notify our Company of this, whereupon our Company shall, within seven days from the receipt of such notification, pay to you all monies paid by you on account of your application for such New Shares, without interest or any share of revenue or other benefit arising therefrom and at your own risk. If you wish to exercise your option under paragraph (b)(i) above to return the New Shares issued to you, you shall, within 14 days from the date of lodgment 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, within seven days from the receipt of such notification and documents, if any, pay to you all monies paid by you for those New Shares, without interest or any share of revenue or other benefit arising therefrom and at your own risk. Under the Securities and Futures Act, the Authority may, in certain circumstances issue a stop order pursuant to Section 242 of the Securities and Futures Act (the Stop Order) to our Company, directing that no New Share or no further Share to which this Prospectus relates, be allotted or issued. Such circumstances will include a situation where this Prospectus (i) contains a statement or matter, which in the opinion of the Authority, is false or misleading; (ii) omits any information that should be included in accordance with the Securities and Futures Act; or (iii) does not, in the opinion of the Authority, comply with the requirements of the Securities and Futures Act. In the event that the Authority issues a Stop Order and applications to subscribe for the New Shares have been made prior to the Stop Order, then:(a) where the New Shares have not been issued to you, your application for the New Shares shall be deemed to have been withdrawn and cancelled, and our Company shall, within 14 days from the date of the Stop Order, pay to you all monies which you have paid on account of your application for the New Shares, without interest or any share of revenue or other benefit arising therefrom and at your own risk; or where the New Shares have been issued to you, the Securities and Futures Act provides that the issue of the New Shares shall be deemed to be void, and our Company is required, within 14 days from the date of the Stop Order, to pay to you all monies which you have paid on account of your application for the New Shares, without interest or any share of revenue or other benefit arising therefrom and at your own risk.

(b)

15

DETAILS OF THE INVITATIONIn each of the above instances where monies are refunded to you, it shall be paid to you without interest or any share of revenue or other benefit arising therefrom and at your own risk, and you will not have any claims against our Company, the Manager, the Placement Agent or the Underwriter. This Prospectus has been reviewed and approved by our Directors 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 statements in this Prospectus misleading, and that this Prospectus constitutes full and true disclosure of all material facts about the Invitation and our Group. Neither our Company, the Manager, the Underwriter, the Placement Agent nor any other party involved in the Invitation is making any representation to any person regarding the legality of an investment in our Shares by such person under any investment or other laws or regulations. No information in this Prospectus should be considered to be business, legal or tax advice regarding an investment in our Shares. You should consult your own legal, financial, tax or other professional adviser regarding an investment in our Shares. No person has been or is authorised to give any information or to make any representation not contained in this Prospectus in connection with the Invitation and, if given or made, such information or representation must not be relied upon as having been authorised by us, the Manager, the Placement Agent or the Underwriter. Neither the delivery of this Prospectus and the Application Forms nor the Invitation shall, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change in the affairs of our Company or our Group or in any statement of fact or information contained in this Prospectus since the date of this Prospectus. Where such changes occur, we may make an announcement of the same to the SGX-ST and the public, and if required, lodge a supplementary document or replacement document pursuant to Section 241 of the Securities and Futures Act and take immediate steps to comply with Section 241 of the Securities and Futures Act. You should take note of any such announcement and/or documents issued by us in compliance with the Securities and Futures Act and, upon release of such announcement and/or documents, shall be deemed to have notice of such changes. Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon as, a promise or representation as to our future performance or policies. This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied upon by any persons other than yourself in connection with your application for the New Shares or for any other purpose. This Prospectus does not constitute an offer or invitation or solicitation to subscribe for the New Shares in any jurisdiction in which such offer, invitation or solicitation is unauthorised or unlawful nor does it constitute an offer or invitation or solicitation to any person to whom it is unlawful to make such an offer or invitation or solicitation. Copies of this Prospectus and the Application Forms may be obtained on request, subject to availability, during office hours from:Westcomb Securities Pte Ltd 5 Shenton Way #09-08 UIC Building Singapore 068808 and from members of the Association of Banks in Singapore, members of the SGX-ST and merchant banks in Singapore. A copy of this Prospectus is also available on the SGX-ST website http://www.sgx.com and the Authoritys OPERA website at http://masnet.mas.gov.sg/opera/sdrprosp.nsf.

16

DETAILS OF THE INVITATIONThe Application List will open at 10.00 a.m. on 14 January 2008 and will remain open until 12.00 noon on the same day or such other period or periods as our Company may, in consultation with the Manager, in their absolute discretion decide, subject to any limitations under all applicable laws. In the event a supplementary document or replacement document is lodged with the Authority, the Application List will remain open for at least 14 days after the lodgment of the supplementary document or replacement document. Details of the procedures for application for the New Shares are set out in Appendix J of this Prospectus. INDICATIVE TIMETABLE FOR LISTING The indicative timetable is set out below for your reference:Indicative date/time 5 January 2008, 10.00 a.m. 14 January 2008, 12.00 noon 15 January 2008 Event Opening of Invitation Close of Application List Balloting of applications, if necessary (in the event of an over-subscription for the Offer Shares) Commence trading on a ready basis Settlement date for all trades done on a ready basis.

16 January 2008, 9.00 a.m. 21 January 2008

The above timetable is only indicative as it assumes that the closing of the Application List takes place on 14 January 2008, the date of admission of our Company to the Official List of the Catalist will be 16 January 2008, the SGX-STs shareholding spread requirement will be complied with and the New Shares will be issued and fully paid-up prior to 16 January 2008. 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 procedure may be subject to such modifications as the SGX-ST may, in its discretion, decide, including the decision to permit trading on a ready basis and the commencement date of such trading. The commencement of trading on a ready basis will be entirely at the discretion of the SGX-ST. All persons trading in our Shares before their Securities Accounts with CDP are credited with the relevant number of Shares will do so at the risk of selling Shares which neither they nor their nominees, as the case may be, have been allotted or are otherwise beneficially entitled to. 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 a local English newspaper.

(ii)

Results of the Invitation including the allotment of the New Shares and balloting (in the event of an oversubscription for the Offer Shares) will be provided through the channels in (i) and (ii) above. Investors should consult the SGX-ST announcement on the ready listing date on the Internet (at the SGX-ST website http://www.sgx.com) or the newspapers, or check with their brokers on the date on which trading on a ready basis will commence.

17

REPLACEMENT OF SGX-SESDAQ BY CATALISTAs announced by the SGX-ST on 26 November 2007, the SGX-SESDAQ will be replaced by a sponsorsupervised board named Catalist on 17 December 2007. As our Company will be listed after 17 December 2007, it will be listed on Catalist. The SGX-ST will publish a date (Transition Date) from which our Company and all existing SGX-SESDAQ issuers are required to comply with the listing rules of Catalist (the Catalist Rules). At least 12 months notice will be given and the SGX-ST may impose conditions. Our Company must meet the following requirements by the Transition Date:(a) (b) (c) submit an undertaking to, inter alia, comply with the Catalist Rules to the SGX-ST; comply with any conditions imposed by the SGX-ST; announce our intention to the market giving no less than one months notice, including the name of our Sponsor (as defined below) and the date from which we will comply with the Catalist Rules as agreed with the SGX-ST; and send a copy of the announcement to each Shareholder on our register at the date of the announcement.

(d)

Until the above requirements have been met, our Company must continue to comply with the SGXSESDAQ rules. Our Company may be delisted if we fail to comply with the above requirements by the Transition Date. A key feature of Catalist is that intermediaries (Sponsors) will be authorised by the SGX-ST to act as either:(a) a full Sponsor, authorised to undertake activities set out in Catalist Rule 225 in preparing a listing applicant for admission or advising an existing issuer in a very substantial acquisition or reverse takeover as well as activities set out in Catalist Rule 226 in advising an existing issuer on compliance with the continuing obligations under the Catalist Rules; or a continuing Sponsor, authorised to undertake activities set out in Catalist Rule 226 in advising an existing issuer on compliance with the continuing obligations under the Catalist Rules.

(b)

With effect from the day from which we shall comply with the Catalist Rules, we must retain a Sponsor at all times or face delisting. The Sponsor will review all documents to be released by us on Catalist to Shareholders or to the market (including announcements, resolutions contained in notices of meetings, circulars and corporate actions) before release, to ensure that our Company complies with the Catalist Rules and makes the appropriate disclosures. In its letter dated 16 November 2007, informing that our Company is conditionally eligible for listing on the SGX-SESDAQ, the SGX-ST has stated that notwithstanding that our Company meets the Mainboard requirements at the time of listing, it will only be considered for a transfer to the Mainboard if it records substantially higher profits for each of the financial years ending 31 December 2007 and 2008. Please refer to the Key Changes Under Catalist Rules in Appendix L of this Prospectus for information on the key changes which will affect our Company upon the Catalist Rules coming into effect.

18

THE INVITATIONInvitation Size : 25,000,000 New Shares which will, upon allotment and issue, rank pari passu in all respects with our existing issued Shares. S$0.20 for each New Share. The purpose of the Invitation is to secure admission of our Company to the Official List of the Catalist. Our Directors consider that the listing of our Company and the quotation of the Shares and the New Shares on the Official List of the Catalist will enhance the public image of our Group locally and overseas and enable us to tap the capital markets to fund the expansion of our operations and enlarge our capital base for the continued expansion of our business. The Invitation will also provide members of the public, the Non-Executive Directors, management, employees and business associates as well as those who have contributed to our success with an opportunity to participate in the equity of our Company. The Offer comprises an invitation by our Company to the public in Singapore to subscribe for 1,000,000 Offer Shares at the Issue Price, subject to and on the terms and conditions of this Prospectus. The Placement comprises a placement of 22,500,000 Placement Shares by way of Placement Shares Application Forms and 1,500,000 Reserved Shares by way of Reserved Shares Application Forms, subject to and on the terms and conditions of this Prospectus. 1,500,000 Reserved Shares (which form part of the Placement Shares) will be reserved for our Non-Executive Directors, management, employees, business associates and others who have contributed to the success of our Group. In the event that any of the Reserved Shares are not taken up, they will be made available to satisfy applications for the Placement Shares, or in the event of an under-subscription for the Placement Shares, to satisfy applications made by members of the public for the Offer Shares. Our Shares will be quoted in Singapore dollars on the Official List of the Catalist, subject to admission of our Company to the Official List of the Catalist and permission for dealing in, and for quotation of, our Shares and the New Shares being granted by the SGX-ST. Investing in our Shares involves risks which are described in the section entitled Risk Factors of this Prospectus.

Issue Price Purpose of the Invitation

: :

The Offer

:

The Placement

:

Reserved Shares

:

Listing Status

:

Risk Factors

:

19

USE OF PROCEEDS FROM THE INVITATION AND EXPENSES INCURREDNet proceeds from the issue of the New Shares The net proceeds attributable to our Company from the issue of the New Shares (after deducting the estimated expenses in relation to the issue of the New Shares of approximately S$1.7 million to be borne by our Company) will be approximately S$3.3 million. The allocation of each principal intended use of proceeds and the major expenses are set out below:Amount allocated for each dollar of the proceeds raised by our Company from the Invitation (as a % of the gross proceeds)

Purpose Use of proceeds (i) (ii) (iii) (iv) Expand our overseas operations Increase and refurbish our Singapore retail outlets Expansion through strategic alliances, acquisitions, joint ventures and franchises Working capital purposes

Estimated amount (S$000)

1,000 1,000 500 830

20.0 20.0 10.0 16.6

Invitation expenses (i) (ii) (iii) (iv) TOTAL Initial listing and processing fees Professional fees Underwriting commission, placement commission and brokerage (1) Miscellaneous expenses 70 1,100 150 350 5,000 1.4 22.0 3.0 7.0 100.0

Note:(1) Please refer to the section entitled Management, Underwriting and Placement Arrangements of this Prospectus for more details.

Please refer to the section entitled Prospects and Future Plans of this Prospectus for more information on our use of proceeds. In the opinion of our Directors, no minimum amount must be raised from the issue of the New Shares. Pending deployment of the net proceeds from the issue of the New Shares as aforesaid, the net proceeds may be added to our Groups working capital, placed as deposits with banks or financial institutions, or used for investment in short-term deposits, money market instruments or debt instruments, as our Directors may deem fit in their absolute discretion.

20

MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTSPursuant to a management and underwriting agreement dated 4 January 2008 (the Management and Underwriting Agreement), our Company appointed the Manager, and the Manager has agreed, to manage the Invitation. The Manager will receive a management fee from our Company for its services rendered in connection with the Invitation as the Manager. Pursuant to the Management and Underwriting Agreement, the Underwriter agreed to underwrite the subscription of the Offer Shares on the terms and conditions therein, and our Company agreed to pay the Underwriter an underwriting commission of 2.75% of the aggregate Issue Price for the total number of Offer Shares successfully subscribed and the total number of Placement Shares successfully applied to satisfy excess applications for Offer Shares. Payment of the underwriting commission shall be made whether or not any allotment of the Offer Shares is made to the Underwriter or its nominees, including any portion of the Placement Shares which have been applied to satisfy excess applications for Offer Shares. Pursuant to the placement agreement dated 4 January 2008 (the Placement Agreement), the Placement Agent agreed to subscribe for and/or procure subscribers for the Placement Shares at the Issue Price. In consideration of the agreement of the Placement Agent to subscribe for and/or procure subscribers for the Placement Shares, our Company agreed to pay to the Placement Agent a placement commission of 3.0% of the aggregate Issue Price for the total number of Placement Shares successfully subscribed and the total number of Offer Shares successfully applied to satisfy excess applications for Placement Shares. Payment of the placement commission shall be made whether or not any allotment of the Placement Shares is made to the Placement Agent or its nominees, including any portion of the Offer Shares which have been applied to satisfy excess applications for Placement Shares. Brokerage will be paid by our Company to the Underwriter, members of the SGX-ST, banks and merchant banks in Singapore in respect of accepted applications made on Application Forms bearing their respective stamps, or to Participating Banks in respect of successful applications made through ATM Applications or IB Applications, at the rate of 0.25% of the Issue Price for each Offer Share. In addition, DBS Bank levies a minimum brokerage fee of S$5,000 that will be paid by our Company. Subscribers of the Placement Shares (excluding the Reserved Shares) may be required to pay a brokerage of up to 1.0% of the Issue Price as well as applicable stamp duties and goods and services tax to the Placement Agent. If there shall have been, since the date of the Management and Underwriting Agreement and prior to or on the close of the Application List:(a) (b) any breach of the warranties or undertakings in the Management and Underwriting Agreement; or any occurrence of certain specified events which comes to the knowledge of the Manager or the Underwriter; or any adverse change, or any development involving a prospective adverse change, in the condition (financial or otherwise) of our Company or of our Group as a whole; or any introduction or prospective introduction of or any change or prospective change in any legislation, regulation, order, notice, policy, rule, guideline or directive (whether or not having the force of law and including, without limitation, any directive, notice or request issued by the Authority, the Securities Industry Council of Singapore, the SGX-ST or any other authority in Singapore) or in the interpretation or application thereof by any court, government body, regulatory authority or other competent authority in Singapore; or any change, or any development involving a prospective change or any crisis in local, national or international financial (including stock market, foreign exchange market, inter-bank market or interest rates or money market), political, industrial, economic, legal or monetary conditions, taxation or exchange controls; or

(c)

(d)

(e)

21

MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS(f) any occurrence or any local, national or international outbreak or escalation of hostilities, insurrection or armed conflict (whether or not involving financial markets and including but not limited to any act of terrorism); or any regional or local outbreak of disease that may have an adverse effect on the financial markets; or any other occurrence of any nature whatsoever,

(g) (h)

which has resulted or is in the reasonable opinion of the Manager likely to result in a material adverse fluctuation or adverse conditions in the stock market and/or stock markets overseas or in Singapore; or the success of the Invitation being materially prejudiced; or it becoming impracticable, inadvisable, inexpedient or not commercially viable or otherwise contrary to or outside the usual commercial customs or practices in Singapore for the Manager or the Underwriter to observe or perform or be obliged to observe or perform the terms of the Management and Underwriting Agreement or the Invitation; or the business, trading position, operations or prospects of our Group being materially and adversely affected, the Manager (for itself and for and on behalf of the Underwriter) may at any time prior to the close of the Application List by notice in writing to our Company rescind or terminate the Management and Underwriting Agreement. The Manager or the Underwriter may by notice in writing to our Company terminate the Management and Underwriting Agreement if:(a) at any time up to the commencement of trading of our Shares on the Catalist, a stop order shall have been issued by the Authority in accordance with Section 242 of the Securities and Futures Act; or at any time after the registration of this Prospectus by the Authority but before the close of the Application List, our Company fails and/or neglects to lodge a supplementary or replacement prospectus (as the case may be) if it becomes aware of:(i) (ii) (iii) a false or misleading statement or matter in this Prospectus; an omission from this Prospectus of any information that should have been included in it under Section 243 of the Securities and Futures Act; or a new circumstance that has arisen since this Prospectus was lodged with the Authority and would have been required by Section 243 of the Securities and Future Act to be included in the Prospectus if it had arisen before this Prospectus was lodged,

(b)

that is materially adverse from the point of view of an investor; or (c) the Shares have not been admitted to the Official List of the Catalist on or before 16 January 2008 (or such other date as our Company and the Manager may agree).

In the event, the Placement Agent fails to receive valid subscriptions and payments for at least 90.0% of the Placement Shares by 6.00 p.m. on 9 January 2008 (or such other date as may be decided by the Manager), the Placement Agent shall be entitled to terminate the Placement Agreement. 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 case of the non-fulfilment of any of the conditions in the Management and Underwriting Agreement or the release or discharge of the Manager and/or Underwriter (as the case may be) from their 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. Save as disclosed herein, there is no material relationship between our Company, the Manager, the Placement Agent or the Underwriter. 22

EXCHANGE CONTROLSSingapore There are no Singapore governmental laws, decrees, regulations or other legislation in force that may affect:(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)

Australia With regards to the remittance of cash, Section 15 of the Australian Financial Transaction Reports Act 1998 (Cth) provides that it is an offence not to report to the Australian Transaction Reports Analysis Centre (AUSTRAC) or a customs officer a transfer of Australian or foreign currency (coin and paper money), in the amount of A$10,000 or more, into or out of Australia. The remittance of funds is governed by the Australian Banking (Foreign Exchange) Regulations 1959, which are made under the power conferred in Section 39 of the Australian Banking Act 1959 (Cth). Regulation 6 provides that a person shall not take or send out of Australia any Australian or foreign currency without the authority of the Reserve Bank of Australia (except for foreign currency obtained by purchase of a money order issued at any post office). Regulation 8 provides that a person shall not make any payment in Australia to a person who is not a resident or place any sum in Australia to the credit of such a person without the authority of the Reserve Bank of Australia. However under Regulation 38, the Reserve Bank of Australia may exempt any person, transaction, security or goods from the whole or any of the provisions of the Australian Banking (Foreign Exchange) Regulations 1959 (subject to directions from the Treasurer of the Commonwealth of Australia). Regulation 38A also provides that the Reserve Bank of Australia may issue a general authority authorising a person or all persons to do an act or thing specified in the authority, which would normally be prohibited by the Australian Banking (Foreign Exchange) Regulations 1959. A general authority was issued on 29 June 1990 (replacing the previous authority issued on 18 December 1984) which provided that any person in Australia may send Australian currency out of Australia and place currency to the credit of a non-resident. As noted in the Australian Commonwealth Gazette GN 27 dated 11 July 1990, all persons were exempted from the application of Regulations 6 and 8 of the Australian Banking (Foreign Exchange) Regulations 1959. Therefore, there is no barrier to funds transfers into or out of Australia, provided the reporting requirements of the Australian Financial Transaction Reports Act 1998 (Cth) are complied with. Malaysia There are no restrictions on the repatriation of capital, profits, dividends, interest, fees or rental by foreign direct investors or portfolio investors. PRC Major reforms have been introduced to the foreign exchange control system of PRC since 1993. On 1 October 1993, the State Council of PRC issued the Notice on Further Reform of the Foreign Exchange Control System and on 28 December 1993, the Peoples Bank of China (PBOC), issued the Notice of the PBOC on Further Reform of the Foreign Exchange Control System which came into effect on 1 January 1994. Other new regulations and implementation measures include the Regulations on the

23

EXCHANGE CONTROLSForeign Exchange Settlement, Sale and Payments which took effect on 1 July 1996 and which contain detailed provisions regulating the settlement, sale and payment of foreign exchange by enterprises, individuals, foreign organisations and visitors in PRC and the Regulations of PRC on Foreign Exchange Control which took effect on 1 April 1996 and which contain detailed provisions in relation to foreign exchange control. On 21 July 2005, the PBOC issued the Public Announcement of the PBOC on Improving the Reform of the RMB Exchange Rate Regime, which states that from 21 July 2005, PRC will reform the exchange rate regime by moving into a managed floating exchange rate regime based on market supply and demand with reference to a basket of currencies. RMB will no longer be pegged to the US$ and the RMB exchange rate regime will be improved with greater flexibility. Under these new regulations which contained detailed provisions regulating the holding, sale and purchase of foreign exchange by individuals, enterprises, economic bodies and social organizations in PRC, the previous dual exchange rate system for RMB was abolished and a unified floating exchange rate system based largely on supply and demand was introduced. The PBOC publishes the RMB exchange rate against the US$ and other major foreign currencies daily. The medial price of one foreign currency against RMB is to be set by reference to the US$/RMB and other major foreign currencies trading price on the inter-bank foreign exchange market announced by PBOC upon closing of business on the previous working day. In general, unless otherwise approved by the State Council, all organisations within PRC, including FIEs, are required to repatriate their foreign exchange earnings to PRC. In relation to FIEs (including sinoforeign equity joint ventures and sino-foreign co-operative enterprises as well as wholly foreign owned enterprises (WFOE)), they may maintain their recurrent foreign exchange earnings within the highest sum determined by the State Administration of Foreign Exchange (SAFE) or its local branch and the part beyond the sum abovementioned shall be sold to the designated foreign exchange banks or be sold through the foreign exchange swap transaction center. At present, the enterprises within PRC which require foreign exchange for their ordinary trading and nontrading activities (such as payment of staff remuneration), import activities and repayment of foreign debts may purchase foreign exchange from designated banks if the application is supported by the relevant documents and governmental approvals/registrations as the case may be. FIEs may (subject to due payment of tax on such dividends) distribute profits to their foreign investors with funds in their foreign exchange bank accounts kept with designated banks. Should the amount of funds in such foreign exchange bank accounts be insufficient, the enterprises may purchase additional foreign exchange from designated foreign exchange banks upon the presentation of the resolutions of the directors on the profit distribution plan of that particular enterprise and other documents as required by the said banks in accordance with applicable PRC laws. On 14 January 1997, the Regulations of the Peoples Republic of China on Foreign Exchange Control (Regulations) was amended such that the payment in and transfer of foreign exchange for current international transactions will no longer be subject to PRC government control or restrictions. Under the Regulations, FIEs may buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business only upon providing valid commercial documents and, in the case of capital account item transactions, obtaining approval from the SAFE. Capital investments by FIEs outside of PRC are also subject to limitations, which include approvals by the Ministry of Commerce, the SAFE, the National Development and Reform Commission and their respective branches. Despite the aforementioned relaxation of foreign exchange control over current account transactions, the approval of the SAFE or its local branch is still required before a PRC enterprise may provide any foreign exchange guarantee or make any investment outside of PRC or enter into any other capital account transaction involving the purchase of foreign exchange, except as otherwise provided by PRC regulations. As to a foreign exchange loan, FIEs are required to effect and complete the foreign exchange loan registration with the SAFE or its local branch and to put the foreign loan concerned on

24

EXCHANGE CONTROLSrecord. In addition, under certain notices promulgated by the PBOC and the SAFE in 1998, all PRC borrowers of foreign exchange loans are not permitted to purchase foreign currencies with RMB to prepay such borrowings. However, according to a notice published by the PBOC and the SAFE on 19 September 2001, in certain situations, a PRC borrower is allowed to purchase foreign currencies with RMB to prepay onshore foreign exchange loans subject to the approval of the SAFE. According to the Law of PRC on Sino-Foreign Equity Joint Ventures, the net profit that the foreign investors obtain from the FIEs may be remitted abroad in accordance with the foreign exchange regulations and in the currency or currencies specified in the contracts concerning the ventures or deposit in the Bank of China part of the foreign exchange which the foreign investors are entitled to remit abroad. Thailand Thailands exchange controls are established by the Exchange Control Act B.E. 2485, 1942 of Thailand. The Bank of Thailand oversees all foreign exchange transactions. Commercial banks established in Thailand designated by the Bank of Thailand as its Authorised Agents handle and authorise outward remittances of currencies. Currency transactions by non-listed companies that fall within prescribed categories of transactions, such as outward remittances of foreign currencies for the purpose of making overseas investments in shareholding of less than 10% or loans extended to overseas business establishments or paying securities in overseas markets, are required to be approved by the Bank of Thailand before the remittances of funds can take place. Approval is not required for listed companies remitting foreign currencies if the total amount of remittance does not exceed US$100,000,000 per year. Nor is the approval required for non-listed companies remitting foreign currencies as investments or loans to subsidiaries (in which the companies sending funds hold at least 10%) for the amount not exceeding US$50,000,000 per year. In the event that our Thai associated company, Old Chang Kee Thailand, is required to make outward remittances of currency which do not fall within the prescribed categories of transactions, such as the remittance of dividends, investment funds, profits, loan repayment and interest payment thereon, such remittance shall, subject to the payment of all applicable taxes in Thailand, have to be approved by the Bank of Thailand through its Authorised Agents, provided that the requisite documentary evidence shall be furnished to the satisfaction of the remitting commercial bank prior to remittance.

25

CLEARANCE AND SETTLEMENTUpon listing and quotation on the Catalist, our Shares will be traded under the book-entry settlement system of the CDP, and all dealings in and transactions of our Shares through the Catalist will be effected in accordance with the terms and conditions for the operation of Securities Accounts with the CDP, as amended from time to time. Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on behalf of persons who maintain, either directly or through Depository Agents, Securities Accounts with CDP. Persons named as direct securities account holders and Depository Agents in the Depository Register maintained by the CDP, rather than CDP itself, will be treated, under our Articles of Association and the Companies Act, as members of our Company in respect of the number of Shares credited to their respective Securities Accounts. Persons holding our Shares in Securities Accounts with CDP may withdraw the number of Shares they own from the book-entry settlement system in the form of physical share certificates. Such share certificates will, however, not be valid for delivery pursuant to trades transacted on the Catalist, although they will be prima facie evidence of title and may be transferred in accordance with our Articles of Association. A fee of S$10.00 for each withdrawal of 1,000 Shares or less and a fee of S$25.00 for each withdrawal of more than 1,000 Shares is payable upon withdrawing our Shares from the book-entry settlement system and obtaining physical share certificates. In addition, a fee of S$2.00 or such other amount as our Directors may decide, is payable to the Share Registrar for each share certificate issued and a stamp duty of S$10.00 is also payable where our Shares are withdrawn in the name of the person withdrawing our Shares or S$0.20 per S$100.00 or part thereof of the last-transacted price where it is withdrawn in the name of a third party. Persons holding physical share certificates who wish to trade on the Catalist must deposit with CDP their share certificates together with the duly executed and stamped instruments of transfer in favour of CDP, and have their respective Securities Accounts credited with the number of Shares deposited before they can effect the desired trades. A fee of S$10.00 and stamp duty of S$20.00 is payable upon the deposit of each instrument of transfer with CDP. The above fees may be subject to such changes as may be in accordance with CDPs prevailing policies or the current tax policies that may be in force in Singapore from time to time. Transactions in our Shares under the book-entry settlement system will be reflected by the sellers Securities Account being debited with the number of Shares sold and the buyers Securities Account being credited with the number of Shares acquired. No transfer of stamp duty is currently payable for the Shares that are settled on a book-entry basis. A Singapore clearing fee for trades in our Shares on the Catalist is payable at the rate of 0.05% of the transaction value subject to a maximum of S$200.00 per transaction. The clearing fee, instrument of transfer deposit fee and share withdrawal fee may be subject to Singapore goods and services tax of 7.0%. Dealings of our Shares will be carried out in Singapore dollars and will be effected for settlement on CDP on a scripless basis. Settlement of trades on a normal ready basis on the Catalist generally takes place on the third Market Day following the transaction date, and payment for the securities is generally settled on the following business day. CDP holds securities on behalf of investors in Securities Accounts. An investor may open a direct account with CDP or a subaccount with a CDP agent. The CDP agent may be a member company of the SGX-ST, bank, merchant bank or trust company.

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PLAN OF DISTRIBUTIONThis section should be read in conjunction with, and is qualified in its entirety by reference to Appendix J of this Prospectus. The Issue Price was determined by us in consultation with the Manager, the Placement Agent and the Underwriter, after taking into consideration, inter alia, prevailing market conditions and the estimated market demand for our Shares through a book-building process. The Issue Price is the same for all New Shares and is payable in full on application. Applications for the New Shares You may apply to subscribe for any number of New Shares in integral multiples of 1,000 Shares. In order to ensure a reasonable spread of Shareholders, we have the absolute discretion to prescribe a limit to the number of New Shares to be allotted to any single applicant and/or to allot New Shares above or under such prescribed limit as we shall deem fit. Applications for the New Shares may be made using the following methods:(1) Application for Offer Shares The Offer Shares are made available to the members of the public in Singapore for subscription at the Issue Price. The terms and conditions and procedures for application are described in Appendix J of this Prospectus. In the event of an under-subscription for the Offer Shares at the close of the Application List, the number of Offer Shares not subscribed for shall be made available to satisfy 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 at the close of the Application List and the Placement Shares are fully subscribed 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 Directors and approved by the SGX-ST. Pursuant to the terms and conditions contained in the Management and Underwriting Agreement, the Underwriter has agreed to underwrite the Offer Shares. The Underwriter may, at its absolute discretion, appoint one or more sub-underwriters for the Offer Shares. (2) Application for Placement Shares (excluding Reserved Shares) Pursuant to the terms and conditions in the Placement Agreement, the Placement Agent agreed to subscribe for and/or procure subscribers for the Placement Shares. The Placement Agent may, at its absolute discretion, appoint one or more sub-placement agents for the Placement Shares. Subscribers of the Placement Shares (excluding the Reserved Shares) may be required to pay a brokerage (and if so required, such brokerage will be up to 1.0% of the Issue Price) as well as applicable stamp duties and goods and services tax of 7.0% to the Placement Agent. 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 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. In the event, the Placement Agent fails to receive valid subscriptions and payments for at least 90.0% of the Placement Shares by 6.00 p.m. on 9 January 2008 (or such other date as may be decided by the Manager), the Placement Agent shall be entitled to terminate the Placement Agreement.

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PLAN OF DISTRIBUTIONApplication for Placement Shares (other than Reserved Shares) The Placement Shares (other than Reserved Shares) are reserved for placement to members of the public and institutional investors in Singapore. Application for the Placement Shares (other than Reserved Shares) under the Placement Tranche may only be made by way of Placement Shares Application Forms. An applicant who applies for the Placement Shares (other than Reserved Shares) must complete a Placement Shares Application Form, and shall not make any separate application for the Placement Shares using another Placement Shares Application Form or for the Offer Shares (either using an Offer Shares Application Form or by way of an ATM Application or IB Application). Such separate applications will be deemed to be multiple applications and all applications shall be rejected. (3) Reserved Shares To recognise their contributions to our Group, we have reserved 1,500,000 Placement Shares for subscription by our Non-Executive Directors, management, employees, business associates and others who have contributed to the success of our Group at the Issue Price. These Reserved Shares (other than those subscribed for by our Non-Executive Directors) are not subject to any moratorium and may be disposed of after the admission of our Company to the Official List of the Catalist. In the event that any of the Reserved Shares are not subscribed for, they will be made available to satisfy applications for the Placement Shares to the extent that there is an oversubscription for the Placement Shares as at the close of the Application List, or in the event of an under-subscription of the Placement Shares as at the close of the Application List, to satisfy applications made by members of the public 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. You (not being an approved nominee company in this paragraph) are allowed to submit ONLY ONE application in your own name for:(a) the Offer Shares by any one of the following:(i) (ii) (iii) OR (b) the Placement Shares (other than Reserved Shares) by Placement Shares Application Form. Offer Shares Application Form; or ATM Application; or IB Application,

If you submit or procure submissions of multiple share applications for Offer Shares, Placement Shares (other than Reserved Shares) or both Offer Shares and Placement Shares (other than Reserved Shares), ALL YOUR APPLICATIONS SHALL BE DEEMED TO BE MULTIPLE APPLICATIONS AND SHALL BE REJECTED. If you have made an application for Reserved Shares, you may submit ONE application for Offer Shares OR ONE application for Placement Shares (other than Reserved Shares) provided that you adhere to the terms and conditions of this Prospectus. Such applications shall not be treated as multiple applications.

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PLAN OF DISTRIBUTIONSubscription of the New Shares None of our Directors (other than our Non-Executive Directors) or Substantial Shareholders or their Associates intends to subscribe for the New Shares. In the event that any of our Directors or Substantial Shareholders or their Associates subscribes for any New Shares, we will announce the details of such subscription. To the best of our knowledge, we are not aware of any person who intends to subscribe for more than 5.0% of the New Shares. However, through a book-building process to assess market demand for our Shares, there may be person(s) indicating interest to subscribe for more than 5.0% of the New Shares. The final allotment of the New Shares will be in accordance with the shareholding spread and distribution guidelines as set out in Rule 210 of the Listing Manual. No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority.

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CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTSAll statements contained in this Prospectus, statements made in the press releases and oral statements that may be made by our Company or our officers, Directors or employees acting on our behalf, that are not statements of historical fact, constitute forward-looking statements. Some of these statements can be identified by words that have a bias towards, or are forward-looking such as anticipate, believe, could, estimate, expect, if, intend, may, plan, possible, probable, project, should, will and would or similar words. However, these words are not the exclusive means of identifying forwardlooking statements. All statements regarding our Groups expected financial position, business strategy, plans and prospects and future prospects of our Groups industry are forward-looking statements. These forward-looking statements, including but not limited to statements as to our Groups revenue and profitability, prospects, future plans, other expected industry trends and other matters discussed in this Prospectus regarding matters that are not historic facts, are only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our Groups actual future results, performance or achievements to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. These factors include, amongst others, changes in the political, social and economic conditions and regulatory environment in Singapore, Malaysia, Thailand, Australia, PRC and other countries where we may conduct our business, changes in competitive conditions, and other factors beyond our control. Some of these risk factors are discussed in more detail in the section entitled Risk Factors 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 Groups actual future results, performance or achievements to be materially different from that expected, expressed or implied by the forward-looking statements in this Prospectus, undue reliance must not be placed on these statements. Our actual results may differ materially from those anticipated in these forward-looking statements. Neither our Company, the Manager, the Underwriter, the Placement Agent, their respective advisers nor any other person represents or warrants that our Groups actual future results, performance or achievements will be as discussed in those statements. Further, our Company, the Manager, the Underwriter and the Placement Agent disclaim any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if new information becomes available or other events occur in the future. We are, however, subject to the provisions of the Securities and Futures Act and the Listing Manual regarding corporate disclosure. In particular, pursuant to Section 241 of the Securities and Futures Act, if after this Prospectus is registered by the Authority but before the close of this Invitation, our Company becomes aware of: (a) a false or misleading statement or matter in this Prospectus; (b) an omission from this Prospectus of any information that should have been included in it under Section 243 of the Securities and Futures Act; or (c) a new circumstance that h