Goodpack

P ro s p e c t u s D a t e d 2 8 J u n e 2 0 0 0
A
pplication has been made to the Singapore Exchange
Securities Trading Limited (“SGX-ST”) for permission to deal in, and
for quotation of, all the ordinary shares of $0.01 each (the“Shares”)
in the capital of Goodpack Limited (the “Company”) already issued
as well as the new Shares (the “New Shares”) which are the subject
of this Invitation (as defined herein). Such permission will be granted
when the Company has been admitted to the Official List of the
SGX-ST. Acceptance of applications will be conditional upon , inter
alia, permission being granted to deal in, and for quotation of, all
the issued Shares as well as the New Shares. Moneys paid in respect
of any application accepted will, subject to applicable laws, be
returned, without interest or any share of revenue or other benefit
arising therefrom and at the applicant’s own risk, if the said
permission is not granted.
Goodpack Your Choice Business Partner
A reverse logistics provider, GOODPACK owns and
operates a fleet of more than 300,000 reusable patented
Intermediate Bulk Containers (IBCs) for semi-bulk cargoes
on a global scale.
in Bridging Your Supply Needs
Across Your Supply Chain
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 SGX-ST is not to
be taken as an indication of the merits of the Invitation, the
Company, its subsidiaries and the issued Shares or the New Shares.
A copy of this Prospectus, together with copies of the Application
Forms, have been lodged with, and registered by, the Registrar of
Companies and Businesses in Singapore who takes no responsibility
for its contents.
KEY FINANCIAL HIGHLIGHTS
26.3
Turnover
SGD (in millions)
21.7
21.8
1996 1997
1998
20
18.1
14.8
10
Goodpack Limited
(Incorporated in the Republic of Singapore on 14 February 1980)
Invitation in respect of 86,000,000 ordinary shares of $0.01 each comprising 68,000,000 New Shares and 18,000,000
Vendor Shares as follows:-
1995
1999
(Year ended December 31)
(1) 18,000,000 Offer Shares comprising:
(i) 9,400,000 Offer Shares by way of public offer at $0.48 for each Offer Share;
(ii) 7,500,000 Reserved Shares at $0.39 for each New Share reserved for our Directors and employees;
(iii) 1,100,000 Reserved Shares at $0.48 for each Invitation Share reserved for business associates and those
who have contributed to the success of our Group; and
Profit after tax (Year ended December 31)
1999
10.7
(2) 68,000,000 Placement Shares by way of placement at $0.48 for each Placement Share,
1998
8.1
payable in full on application.
1997
7.2
1996
1995
4.1
2.9
5
Co-Underwriter and Co-Placement Agent
Citicorp Investment Bank (Singapore) Limited
10
Amount SGD (in millions)
P ro s p e c t u s D a t e d 2 8 J u n e 2 0 0 0
A
pplication has been made to the Singapore Exchange
Securities Trading Limited (“SGX-ST”) for permission to deal in, and
for quotation of, all the ordinary shares of $0.01 each (the“Shares”)
in the capital of Goodpack Limited (the “Company”) already issued
as well as the new Shares (the “New Shares”) which are the subject
of this Invitation (as defined herein). Such permission will be granted
when the Company has been admitted to the Official List of the
SGX-ST. Acceptance of applications will be conditional upon , inter
alia, permission being granted to deal in, and for quotation of, all
the issued Shares as well as the New Shares. Moneys paid in respect
of any application accepted will, subject to applicable laws, be
returned, without interest or any share of revenue or other benefit
arising therefrom and at the applicant’s own risk, if the said
permission is not granted.
Goodpack Your Choice Business Partner
A reverse logistics provider, GOODPACK owns and
operates a fleet of more than 300,000 reusable patented
Intermediate Bulk Containers (IBCs) for semi-bulk cargoes
on a global scale.
in Bridging Your Supply Needs
Across Your Supply Chain
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 SGX-ST is not to
be taken as an indication of the merits of the Invitation, the
Company, its subsidiaries and the issued Shares or the New Shares.
A copy of this Prospectus, together with copies of the Application
Forms, have been lodged with, and registered by, the Registrar of
Companies and Businesses in Singapore who takes no responsibility
for its contents.
KEY FINANCIAL HIGHLIGHTS
26.3
Turnover
SGD (in millions)
21.7
21.8
1996 1997
1998
20
18.1
14.8
10
Goodpack Limited
(Incorporated in the Republic of Singapore on 14 February 1980)
Invitation in respect of 86,000,000 ordinary shares of $0.01 each comprising 68,000,000 New Shares and 18,000,000
Vendor Shares as follows:-
1995
1999
(Year ended December 31)
(1) 18,000,000 Offer Shares comprising:
(i) 9,400,000 Offer Shares by way of public offer at $0.48 for each Offer Share;
(ii) 7,500,000 Reserved Shares at $0.39 for each New Share reserved for our Directors and employees;
(iii) 1,100,000 Reserved Shares at $0.48 for each Invitation Share reserved for business associates and those
who have contributed to the success of our Group; and
Profit after tax (Year ended December 31)
1999
10.7
(2) 68,000,000 Placement Shares by way of placement at $0.48 for each Placement Share,
1998
8.1
payable in full on application.
1997
7.2
1996
1995
4.1
2.9
5
Co-Underwriter and Co-Placement Agent
Citicorp Investment Bank (Singapore) Limited
10
Amount SGD (in millions)
COMPETITIVE STRENGTHS
• Patent of Revolutionary Product
- Wide ranging benefits of IBC
- Unique design
- Stackable and Nestable
- Multi-modal transportation
- Environmentally friendly
- Volume capacity of 1,400 litres
- Ability to carry up to 1.4 tonnes
We are a unique logistics solutions integrator and we
• manufacture
• lease
• distribute
• Pioneer/Niche Player
- Provides a unique IBC system for Technically Specified Rubber
- Reverse logistics capability - a returnable packaging system which is
cost-effective and environmentally friendly
- IBC leasing on a global basis
• Extensive Fleet and Network
- Current fleet of more than 300,000 IBCs
- Young fleet with average age of 2.6 years vs expected lifespan of
10 years
- Offices/appointed agents in North & South America, Europe and Asia
Pacific
• Integrated Operations
- Enables us to maintain control of all operations to provide an efficient,
timely and seamless service, supported by proprietary computerised
tracking system
• Global Network
- Able to provide efficient and timely services
- Economies of scale achieved
- Strong competitive edge and foothold
establishedhed
• Established Customer Base
- More than 80 regular customers in wide
ranging industries - rubber, chemical and food
- MNCs like Goodyear, Yokohama, Campbell and Heinz
- Major tyre manufacturing customers since 1991
• Focused Business Strategy
- Capitalise on success in rubber segment to diversify and develop new
applications for other industry segments
• Experienced & Professional Management Team
- Professional management team with an average of 15 years of
experience each in their respective fields
- Inventor of Goodpack IBC and founder of the Group leading the team
GROWTH STRATEGIES
To benefit from the long term growth potential of global chemical and
food industries by providing a seamless and cost efficient material
handling solution
- Expand fleet of IBCs and global network to enhance logistics support to our customers
and maintain market leadership.
- Establish door-to-door one-stop supply chain management services via tie-ups with
strategic partners.
- Expand existing and new industry segments.
- Expand our presence in chemical and food industries, estimated at 119 million tonnes
per year.
- Embrace e-commerce in supply chain for expedient and seamless service.
COMPETITIVE STRENGTHS
• Patent of Revolutionary Product
- Wide ranging benefits of IBC
- Unique design
- Stackable and Nestable
- Multi-modal transportation
- Environmentally friendly
- Volume capacity of 1,400 litres
- Ability to carry up to 1.4 tonnes
We are a unique logistics solutions integrator and we
• manufacture
• lease
• distribute
• Pioneer/Niche Player
- Provides a unique IBC system for Technically Specified Rubber
- Reverse logistics capability - a returnable packaging system which is
cost-effective and environmentally friendly
- IBC leasing on a global basis
• Extensive Fleet and Network
- Current fleet of more than 300,000 IBCs
- Young fleet with average age of 2.6 years vs expected lifespan of
10 years
- Offices/appointed agents in North & South America, Europe and Asia
Pacific
• Integrated Operations
- Enables us to maintain control of all operations to provide an efficient,
timely and seamless service, supported by proprietary computerised
tracking system
• Global Network
- Able to provide efficient and timely services
- Economies of scale achieved
- Strong competitive edge and foothold
establishedhed
• Established Customer Base
- More than 80 regular customers in wide
ranging industries - rubber, chemical and food
- MNCs like Goodyear, Yokohama, Campbell and Heinz
- Major tyre manufacturing customers since 1991
• Focused Business Strategy
- Capitalise on success in rubber segment to diversify and develop new
applications for other industry segments
• Experienced & Professional Management Team
- Professional management team with an average of 15 years of
experience each in their respective fields
- Inventor of Goodpack IBC and founder of the Group leading the team
GROWTH STRATEGIES
To benefit from the long term growth potential of global chemical and
food industries by providing a seamless and cost efficient material
handling solution
- Expand fleet of IBCs and global network to enhance logistics support to our customers
and maintain market leadership.
- Establish door-to-door one-stop supply chain management services via tie-ups with
strategic partners.
- Expand existing and new industry segments.
- Expand our presence in chemical and food industries, estimated at 119 million tonnes
per year.
- Embrace e-commerce in supply chain for expedient and seamless service.
CORPORATE INFORMATION
BOARD OF DIRECTORS
:
Lam Choon Sen David @ Lam Kwok Kwong
(Chairman and Managing Director)
Liew Yat Fang
Tan Soo Kiat
Liew Yew Pin
Lim Sok Hia
Toh Tiong San (Alternate to Lim Sok Hia)
Tan Bien Chuan
Soh Yew Hock (Alternate to Tan Bien Chuan)
Dr Thio Su Mien (Independent Director)
Lew Syn Pau (Independent Director)
COMPANY SECRETARY
:
Ong Boon Lee, FCCA, CPA
REGISTERED OFFICE
:
7 Harrison Road #04-01
Harrison Industrial Building
Singapore 369650
MANAGER, UNDERWRITER
AND PLACEMENT AGENT
:
The Development Bank of Singapore Ltd
6 Shenton Way
DBS Building Tower One
Singapore 068809
CO-UNDERWRITER AND
CO-PLACEMENT AGENT
:
Citicorp Investment Bank (Singapore) Limited
3 Temasek Avenue
#17-00 Centennial Tower
Singapore 039190
AUDITORS AND REPORTING
ACCOUNTANTS
:
KPMG
Certified Public Accountants
16 Raffles Quay #22-00
Hong Leong Building
Singapore 048581
SOLICITORS TO THE INVITATION
:
Wong Partnership
80 Raffles Place #58-01
UOB Plaza 1
Singapore 048624
REGISTRAR AND SHARE
TRANSFER OFFICE
:
Lim Associates (Pte) Ltd
10 Collyer Quay #19-08
Ocean Building
Singapore 049315
1
PRINCIPAL BANKERS
:
The Development Bank of Singapore Ltd
6 Shenton Way
DBS Building Tower One
Singapore 068809
Citibank, N.A, Singapore Branch
3 Temasek Avenue
#17-00 Centennial Tower
Singapore 039190
Bangkok Bank Public Company Limited
180 Cecil Street,
Singapore 069546
2
DEFINITIONS
In this Prospectus, the accompanying Application Forms and, in relation to Electronic Applications,
the instructions appearing on the screen of the ATM or Internet Banking web-site, where applicable,
of the Participating Banks, unless the context otherwise requires, the following definitions have, where
appropriate, been used:-
Companies
“Able Agents”
:
Able Agents Limited
“Goodpack” or “Company”
:
Goodpack Limited
“Goodpack Australia”
:
Goodpack Australia Pty Ltd
“Goodpack Bangkok”
:
Goodpack (Bangkok) Company Limited
“Goodpack Holdings”
:
Goodpack Holdings Pte Ltd
“Goodpack Japan”
:
Goodpack Japan Co., Ltd.
“Goodpack Korea”
:
Goodpack Korea Limited
“Goodpack Malaysia”
:
Goodpack Systems Sdn. Bhd.
“Goodpack Manufacturing”
:
Goodpack Manufacturing Company Limited
“Goodpack USA”
:
Goodpack USA, Inc.
“Singkor Investment”
:
Singkor Investment Pte Ltd
“Act” or “Companies Act”
:
The Companies Act, Chapter 50, of Singapore
“ASEAN”
:
Association of South East Asian Nations
“ATM”
:
Automated teller machine
“Application Forms”
:
Official application forms to be used for the purpose of the Invitation
and which form part of this Prospectus
“Application List”
:
List of applications for subscription and/or purchase of the Invitation
Shares
“Audit Committee”
:
The audit committee of the Company
“CDP”
:
The Central Depository (Pte) Limited
“CPF”
:
Central Provident Fund
“Citicorp”
:
Citicorp Investment Bank (Singapore) Limited
“DBS Bank”
:
The Development Bank of Singapore Ltd
“DBSCI”
:
DBS Capital Investments Ltd
“Directors”
:
The directors of our Company as at the date of this Prospectus,
unless otherwise stated
“Electronic Applications”
:
Applications for the Offer Shares through an ATM of one of the
Participating Banks or through the Internet banking websites of the
relevant Participating Banks in accordance with the terms and
conditions of this Prospectus
General
3
“Executive Officers”
:
The executive officers of our Group, whose names and details are
set out in the section of this Prospectus titled “Directors,
Management and Staff”
“FY”
:
Financial year ended 31 December
“Group”
:
Our Company and its subsidiaries
“Invitation”
:
The invitation by our Company and the Vendor to the public in
Singapore to subscribe for and/or purchase the Invitation Shares,
subject to and on the terms and conditions of this Prospectus
“Invitation Shares”
:
The 86,000,000 Shares which are the subject of the Invitation,
comprising the New Shares and the Vendor Shares
“Issue Price”
:
$0.48 for each Invitation Share, save for 7,500,000 Reserved Shares
to be allocated to our Directors and employees at $0.39 each
“ISO”
:
International Organisation for Standardisation, a worldwide federation
of national standards bodies
“Manager”
:
DBS Bank
“Market Day”
:
A day on which the SGX-ST is open for trading in securities
“New Shares”
:
The 68,000,000 New Shares for which our Company invites
applications to subscribe, subject to and on the terms and conditions
of this Prospectus
“NTA”
:
Net tangible assets
“Offer”
:
The offer by our Company and the Vendor of the Offer Shares for
subscription and/or purchase at the Issue Price, subject to and on
the terms and conditions of this Prospectus
“Offer Shares”
:
The 18,000,000 Invitation Shares which are the subject of the Offer,
including the Reserved Shares
“Participating Banks”
:
DBS Bank (including its POSBank Services division); Keppel TatLee
Bank Limited (“KTB”); Oversea-Chinese Banking Corporation Limited
(“OCBC”) Group (comprising OCBC and Bank of Singapore Limited);
Overseas Union Bank Limited (“OUB”); and United Overseas Bank
Limited (“UOB”) Group (comprising UOB, Far Eastern Bank Limited
and Industrial & Commercial Bank Limited)
“Placement”
:
The placement of the Placement Shares by the Placement Agents
on behalf of our Company and the Vendor for subscription and/or
purchase at the Issue Price, subject to and on the terms and
conditions of this Prospectus
“Placement Agents”
:
DBS Bank as placement agent and Citicorp as co-placement agent
“Placement Shares”
:
The 68,000,000 Invitation Shares which are the subject of the
Placement
“Prospectus”
:
This Prospectus published in respect of the Invitation
4
“Reserved Shares”
:
The 8,600,000 Shares reserved for our Directors, employees,
business associates and those who have contributed to the success
of our Group comprising:(a) 7,500,000 Reserved Shares at $0.39 for each New Share
reserved for allocation to Directors and employees of our Group;
and
(b) 1,100,000 Reserved Shares at $0.48 for each Invitation Share
reserved for business associates and those who have
contributed to the success of our Group
“SCCS”
:
Securities Clearing & Computer Services (Pte) Ltd
“SIC”
:
Securities Industry Council
“Securities Account”
:
Securities account maintained by a depositor with CDP
“Service Agreement”
:
The service agreement entered into between our Company and Mr
Lam Choon Sen David @ Lam Kwok Kwong, as described on page
67 of this Prospectus.
“SGX-ST”
:
Singapore Exchange Securities Trading Limited
“Shares”
:
Ordinary shares of $0.01 each in the capital of our Company
“Special Dividends”
:
Dividends which have been declared by our Company in October
1999 amounting to $23 million, of which $18 million was paid in
December 1999, $2 million in January 2000 and $3 million in May
2000
“Underwriters”
:
DBS Bank as underwriter and Citicorp as co-underwriter
“US” or “USA”
:
United States of America
“Vendor”
:
DBS Nominees Pte Ltd, acting for and on behalf of DBSCI
“Vendor Shares”
:
The 18,000,000 existing Shares for which the Vendor invites
applications to purchase, subject to and on the terms of this
Prospectus
“ft”
:
foot
“sq ft”
:
square foot
“sq m”
:
square metre
“mm”
:
millimetre
“%”
:
percentage or per centum
“A$”
:
Australian dollar
“Baht”
:
Thai baht
“Euro”
:
Eurodollar
“HK$”
:
Hong Kong dollar
“NZ$”
:
New Zealand dollar
“RM”
:
Malaysian ringgit
“Rp”
:
Indonesian rupiah
Currencies
5
“S$” or “$” and “cents”
:
Singapore dollars and cents respectively, unless otherwise stated
“US$”
:
US dollars
“Won”
:
Korean won
“£”
:
Sterling pound
“¥”
:
Japanese yen
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, where applicable, shall include corporations.
Unless otherwise indicated, any reference in this Prospectus and the Application Forms to any
enactment is a reference to that enactment as for the time being amended or re-enacted. Any word
defined under the Act or any statutory modification thereof and used in this Prospectus and the
Application Forms shall have, where applicable, the meaning assigned to it under the said Act or
statutory modification, as the case may be.
Any reference in this Prospectus and the Application Forms to Shares being allotted to an applicant
includes allotment to CDP for the account of that applicant.
A reference to a time and dates in this Prospectus and the Application Forms shall be a reference
to Singapore time and dates unless otherwise stated.
6
GLOSSARY OF TECHNICAL TERMS
To facilitate a better understanding of the business of our Group, the following glossary provides an
explanation on some of the technical terms and abbreviations relating to our Group’s industry.
“Bag-in-box”
:
A bladder or bag, with 1,400 litres capacity, that is contained within
the Goodpack IBC for the purpose of packing liquid products
“IBC”
:
Intermediate Bulk Container (IBC) is either a rigid or semi-rigid or
flexible packaging that has a capacity of not more than 3.0 tonnes
or 3,000 litres. Goodpack IBC, the product of our Group is
described on page 28 of this Prospectus
“MBC”
:
Metal Box Container; metal box frame structure with galvanised
steel sidewalls
“MB3”
:
Metal Box Model 3; metal box frame structure with plastic sidewalls
“MB4”
:
Metal Box Model 4; metal box frame structure of different
dimensions from MBC, with galvanised steel sidewalls
“Payload”
:
The freight value and yield of the effective shipment weight or
volume of cargo carried
“Returnable metal box
system”
:
A fleet of metal boxes that are leased to customers and are
recycled for usage. In the case of our IBCs, we are responsible
for the logistics of retrieval, cleaning and maintenance of the empty
metal boxes and delivering them to customers who require them
“Reverse logistics”
:
Management of returned items in the supply chain, including
packaging materials and equipment with the objective of
recapturing and realising maximum benefit and value of such
returned items through processes such as refurbishment,
reconditioning, reuse and recycling
“Statistical Process Control”
:
A quality control and measurement tool of presenting process and
quality trends, assisting the operator to work systematically to
understand and reduce the level of variation in the production
process
7
DETAILS OF THE INVITATION
LISTING ON SGX-ST
Application has been made to the SGX-ST for permission to deal in, and for quotation of, all the
Shares already issued as well as the New Shares on the SGX-ST. Such permission will be granted
when the Company has been admitted to the Official List of the SGX-ST. Acceptance of applications
will be conditional upon permission being granted to deal in, and for quotation of, all the Shares
already issued as well as the New Shares. Moneys paid in respect of any application accepted will
be returned, without interest or any share of revenue or other benefit arising therefrom and at the
applicant’s own risk, if the said permission is not granted.
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 SGX-ST is
not to be taken as an indication of the merits of the Invitation, the Company, its subsidiaries, the
Shares or the New Shares.
The Directors 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, there are no other material facts the omission of which would make any
statement in this Prospectus misleading.
No person 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 the Company, the Vendor or the Manager.
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 the Company or the Group or any statements of fact or
information contained in this Prospectus since the date of this Prospectus. Where such changes
occur, the Company may make an announcement of the same to the SGX-ST. All applicants should
take note of any such announcement and, upon release of such an announcement, 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 the future performance or policies of the
Company or the Group.
This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied
upon by any persons other than the applicants in connection with their application for the Invitation
Shares or for any other purpose. This Prospectus does not constitute an offer of, or invitation or
solicitation to subscribe for and/or to purchase the Invitation Shares in any jurisdiction in which such
offer or 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 offer or invitation or solicitation.
Copies of this Prospectus and the Application Forms and envelopes may be obtained on request,
subject to availability, from:The Development Bank of Singapore Ltd
6 Shenton Way
DBS Building Tower One
Singapore 068809
and from DBS Bank branches (including its POSBank Services division), members of the Association
of Banks in Singapore, members of the SGX-ST and merchant banks in Singapore.
The Application List will open at 10.00 a.m. on 6 July 2000 and will remain open until 12.00
noon on the same day or for such further period or periods as the Directors and the Vendor
may, in their absolute discretion decide, subject to any limitation under all applicable laws.
8
INDICATIVE TIMETABLE FOR LISTING
In accordance with the SGX-ST’s News Release of 28 May 1993 on the trading of initial public
offering shares on a “when issued” basis, an indicative timetable is set out below for the reference
of applicants.
Indicative date/time
Event
6 July 2000, 12 noon
Close of Application List
7 July 2000
Balloting of applications, if necessary (in the event of an oversubscription for the Offer Shares (other than the Reserved
Shares))
10 July 2000, 9.00 a.m.
Commence trading on a “when issued” basis
19 July 2000
Last day of trading on a “when issued” basis
20 July 2000, 9.00 a.m.
Commence trading on a “ready” basis
25 July 2000
Settlement date for all trades done on a “when issued” basis and
for all trades done on a “ready” basis on 20 July 2000
The above timetable is only indicative as it assumes that the closing of the Application List is 6 July
2000, the date of admission of the Company to the Official List of the SGX-ST will be 10 July 2000,
the SGX-ST’s shareholding spread requirement will be complied with and the New Shares will be
issued and fully paid up prior to 10 July 2000. The actual date on which the Shares will commence
trading on a “when issued” basis will be announced if and 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 “when issued” basis and the
commencement date of such trading. The commencement of trading on a “when issued” basis
will be entirely at the discretion of the SGX-ST. All persons trading in the Shares on a “when
issued” basis do so at their own risk. In particular, persons trading in the Shares before their
Securities Accounts are credited with the relevant number of Shares do so at the risk of
selling Shares which neither they nor their nominees, if applicable, have been allotted and/or
allocated or are otherwise beneficially entitled to. Such persons are also exposed to the risk
of having to cover their net sell positions earlier if “when issued” trading ends sooner than
the indicative date mentioned above. Persons who have a net sell position traded on a “when
issued” basis should close their position on or before the first day of “ready” basis trading.
Investors should consult the SGX-ST’s announcement on the “ready” listing date on the Internet (at
the SGX-ST website http:// www.singaporeexchange.com), INTV or the newspapers, or check with
their brokers on the date on which trading on a “ready” basis will commence.
9
PROSPECTUS SUMMARY
The information contained in this summary is derived from and should be read in conjunction with
the full text of this Prospectus.
Our Company
:
Our founder, Mr Lam Choon Sen David @ Lam Kwok Kwong,
incorporated Goodpack, formerly known as Lubrifilm (S) Pte. Ltd.,
on 14 February 1980 as a private company limited by shares. We
changed our name to Goodpack System Pte Ltd on 26 February
1986. In line with the change of our status to a public limited
company, we were renamed as Goodpack Limited on 20 June 2000.
We are principally engaged in the business of manufacturing and
leasing our patented, multi-modal, returnable metal box system,
commonly known as IBCs, which are suitable for packing and
transporting cargoes.
Our IBCs are made of high tensile steel for packing, storing and
transporting a wide range of cargoes via various transportation modes
such as trucks, rail cars, ocean vessels and aircraft. The special
features of our IBCs include the ability to nest in one another when
empty and to be stacked (vertically in columns of four) when fully
loaded. Our IBCs are designed to be reusable, easy to handle
mechanically and to maximise payload when loaded onto a standard
20-foot ISO container.
Our IBCs are able to contain a wide range of commodities in solid,
liquid or powder forms. These commodities include rubber (natural
and synthetic), fruit juices and concentrates, tomato paste, edible
oils, plastic resins, coffee and cocoa beans, lubrication oil and nonhazardous chemicals.
During the period from August 1993 to August 1999 when Goodpack
Manufacturing enjoyed tax exempt status in Thailand, all our IBCs
were produced by our manufacturing facilities in Thailand. We have
since outsourced our manufacturing activities to contract
manufacturers located in Thailand, Malaysia and Indonesia. We will
increase our orders for IBCs and the number of our contract
manufacturers to accommodate any increase in demand for our IBCs.
We have local and overseas offices and a network of representatives
and agents in various parts of the world, including Japan, South
Korea, Thailand, Malaysia, Indonesia, New Zealand, Italy, Portugal,
Spain, Turkey, United Kingdom, USA and Australia, to service our
customers and to provide marketing and commercial information to
prospective customers. Our major customers are well-known tyre
manufacturers who are major consumers of natural rubber. To expand
our business, we have also entered into the liquid cargo and the
synthetic rubber markets.
As part of our growth strategy, we will be setting up a European
office as well as expanding our business operations in the Americas.
We also intend to develop new markets for IBCs. In line with our
business expansion, we will also continue to produce more IBCs to
meet the business needs of our customers.
10
We plan to provide, together with our business partners, an integrated
logistics service from the provision of product packaging solutions to
the handling of shipments from the shippers’ doors to the end users’
locations.
Our prospects and future plans are elaborated on pages 45 to 47 of
this Prospectus.
The Invitation
Size
:
86,000,000 Invitation Shares, comprising 68,000,000 New Shares
and 18,000,000 Vendor Shares. The New Shares will, upon
registration in the name of CDP or its nominee, rank pari passu in
all respects with the then existing issued Shares.
Issue Price
:
$0.48 for each Invitation Share, save for 7,500,000 Reserved Shares
to be allocated to our Directors and employees at $0.39 each.
Purpose of the Invitation
:
Our Directors consider that the listing of our Company and the
quotation of the Shares on SGX-ST will enhance our Group’s public
image. It will also provide members of the public, as well as our
Directors, employees, business associates and those who have
contributed to the success of our Group with an opportunity to
participate in the equity of our Company.
Use of Proceeds
:
The net proceeds from the issue of the New Shares (after deducting
estimated expenses in relation to the Invitation) of approximately
$30.6 million will be utilised as follows:
(a) approximately $10.0 million for enlarging our IBC fleet to increase
our ability to meet the demands of our customers (please refer
to page 46 of this Prospectus for more details of our prospects
and future plans);
(b) approximately $4.0 million for current expansion of our regional
offices to cover our operations in the Americas and Europe
(please refer to page 46 of this Prospectus for more details of
our prospects and future plans);
(c) approximately $12.0 million for repayment of borrowings from
DBS Bank, which was used to part finance the payment of the
Special Dividends (please refer to page 52 for more details on
the loan from DBS Bank);
(d) approximately $0.6 million to enhance and upgrade our
information technology infrastructure; and
(e) the balance of approximately $4.0 million for working capital to
finance our continued growth and development.
Pending the deployment of net proceeds as aforesaid, the net
proceeds will be deposited with banks and financial institutions, added
to our Group’s working capital, used for investment in short-term
money market instruments and/or to repay short term bank
borrowings as our Directors may deem fit.
Reserved Shares
:
8,600,000 of the 18,000,000 Offer Shares will be reserved for our
Directors, employees, business associates and those who have
contributed to the success of our Group.
11
7,500,000 Reserved Shares at $0.39 for each New Share have been
reserved for allocation to Directors and employees of our Group.
1,100,000 Reserved Shares at $0.48 for each Invitation Share have
been reserved for business associates and those who have
contributed to the success of our Group.
The New Shares reserved for allocation to Directors and employees
of our Group are at a discount of 18.8% to the Issue Price as our
Directors would like to reward our employees for their contribution
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 Offer Shares,
or in the event of an under-subscription for the Offer Shares, to
satisfy applications for the Placement Shares.
Listing Status
:
The Shares will be quoted on the Main Board of SGX-ST, subject to
admission of our Company to the Official List of SGX-ST and
permission for dealing in and quotation of the Shares being granted
by SGX-ST.
12
RISK FACTORS
You should carefully evaluate each of the following risk factors and all of the other information set
forth in this Prospectus before deciding to invest in our Shares. Some of the following risk factors
relate principally to the industry in which we operate and our business in general. Other considerations
relate principally to general economic and political conditions, the securities market and ownership
of the Shares, including possible future sales of our Shares.
If any of the following considerations and uncertainties develops into actual events, our business,
financial condition or results of operations may be materially adversely affected. In such case, the
trading price of our Shares could decline due to any of these considerations, and you may lose all
or part of your investment.
RISKS RELATING TO OUR COMPANY AND THE INDUSTRY
We depend on a relatively limited number of customers for a significant portion of our revenue
We are dependent on a relatively small number of customers for a substantial portion of our business.
In FY 99, our top five customers were Goodyear Orient Co. Pte Ltd (“Goodyear”), The Yokohama
Rubber Co., Ltd (“Yokohama”), Hankook Tire Mfg Co. Ltd (“Hankook”), Continental Aktiengesellschaft
(“Continental”) and Bridgestone Corporation (“Bridgestone”), who are major tyre manufacturers. These
five customers collectively accounted for 96.0%, 90.4% and 79.7% of our Group’s turnover in FY 97,
FY 98 and FY 99 respectively. We expect to continue to be dependent upon this relatively small
number of customers for a significant portion of our revenue. Any material reduction in demand for
our services from any of these customers will have a negative impact on the profitability of our
Group. Our major customers are listed on page 48 of this Prospectus.
We are dependent on demand from the automotive industry
Our main customers are major tyre manufacturers who supply the automotive industry. Consequently,
we are dependent on the worldwide demand for commercial, industrial and private vehicles. In the
event that there is a decline in demand for such vehicles resulting in a decline in demand for tyre
purchases, orders from our major customers may be significantly reduced. This will reduce our revenue
and our profitability.
An increase in the price of steel will lead to higher costs and reduce our earnings
Steel is the main raw material for the production of our IBCs and currently accounts for about 67%
of the raw material cost of each IBC and 59% of the total production cost of each IBC. Purchases
of steel represent about 23.3% and 20.1% of our Group’s total purchases in FY 98 and FY 99
respectively. A material increase in the price of steel in the world commodity market would increase
the cost of production of our IBCs. An increase in the price of steel would have a negative impact on
the profitability of our Group.
An increase in freight charges will increase our expenses and reduce our earnings
We rely on shipping companies for the deployment of our IBCs worldwide. Freight charges paid to
such shipping companies accounted for 77.3%, 79.6% and 64.2% of our cost of sales in FY 97, FY
98 and FY 99 respectively. An increase in freight rates will increase our deployment costs and thus
reduce our earnings.
13
Our failure to obtain intellectual property licences or to adequately protect our proprietary
rights could seriously harm our business
Our success depends, in part, on our proprietary intellectual property. We generally rely on patents
to establish and protect our intellectual property. We cannot assure investors that the actions taken
by us to protect or enforce our proprietary rights will be adequate to deter third parties from replicating
our products. We also cannot assure investors that the rights granted under our patents will provide
us with any competitive advantage. We are uncertain whether patents to be issued for any of our
pending applications or future patents will be sufficiently broad to protect our intellectual property. In
addition, the laws of foreign countries may not protect our proprietary rights in those countries to the
same extent as Singapore laws protect such rights in Singapore. Our inability to successfully take
legal action or enforce legal remedies against parties who breach our intellectual property rights
would adversely affect our business.
Intellectual property infringement against us could seriously harm our business
In jurisdictions where the laws relating to intellectual property infringement are not well developed or
stringently enforced, competitors may develop products similar to ours, notwithstanding that our patents
may be registered in those jurisdictions. This may impede our ability to compete and build brand
identity and can adversely affect our business.
Rapid technology changes could cause our IBCs or services or the development of our IBCs
and services to become obsolete
More advanced, efficient or economical product packaging solutions may be developed by our
competitors that may render our product packaging solutions and products obsolete or less cost
effective in comparison. Any new product packaging services that are more economical or
technologically advanced or competitive than our IBCs may render our IBCs obsolete. If we are
unable to develop and introduce new product packaging solutions and services or enhancements
quickly to meet technological or competitive changes, we will not be able to compete successfully. In
addition, our product packaging solutions and services may become obsolete and our business may
no longer be economically viable.
Risk of Prosecution
The Financial Supervisory Commission of Korea (the “FSC”) has imposed an administrative sanction
against Goodpack Korea for violating Article 10-102 (“Article 10-102”) of the Korean Exchange
Management Regulation (please see page 102 of this Prospectus under the heading “LITIGATION”).
Pursuant to the administrative sanction, Goodpack Korea has been suspended for three months (the
“three-month sanction”), effective 1 July 2000, from entering into any new lease agreements with
foreign companies.
Under Article 10-102, the penalty for violation of the Article could result in the Company’s business
transactions being suspended for up to one year by the FSC. The FSC may also refer the matter to
the Prosecutor’s Officer wherein Goodpack Korea would be subject to a fine of up to 100 million won
(approximately S$142,000) and/or imprisonment of senior officers may also be imposed.
Notwithstanding that the FSC has already imposed the three-month sanction on Goodpack Korea,
there can be no assurance that no further action will be taken against Goodpack Korea or its officers
for the breach of Article 10-102. In the event that such further action against Goodpack Korea
and/or its officers is taken, this would have an adverse effect on the business and operation of
Goodpack Korea and/or the Group.
14
We operate internationally and are therefore affected by economic, legal and political conditions
in other countries
Our principal customers are located in the US, Europe and Asia Pacific. The nature of our business
involves the transportation of cargoes worldwide. We also have various operations in the US, Europe
and Asia Pacific. As a result, we are affected by economic, legal and political conditions in other
countries, including:
•
Fluctuations in the value of currencies;
•
Changes in labour conditions;
•
Longer payment cycles;
•
Greater difficulty in collecting outstanding debts;
•
Burden and costs of compliance with a variety of foreign laws;
•
Political and economic instability;
•
Increases in duties and taxation;
•
Imposition of restrictions on currency conversion or the transfer of funds;
•
Limitations on imports and exports;
•
Expropriation or nationalisation of private enterprises and confiscation of private property; and
•
Reversal of current policies (including favourable tax and lending policies) encouraging foreign
investment or foreign trade by our host countries.
Although we have not experienced any serious harm in connection with our international operations,
we cannot assure investors that such problems will not arise in the future.
We are subject to various tax regimes
We are subject to various tax regimes arising from our operations in different jurisdictions. Any
change in tax laws and regulations or the interpretation or application thereof may adversely affect
our earnings and tax liabilities. Our Company’s tax assessments since year ended 31 December
1995 have been submitted but have not been finalised. As at the date of this Prospectus, to the best
of the knowledge of our Directors, there are no current or potential tax disputes with any tax authorities.
However, if any tax disputes should arise, the profitability of our Group may be adversely affected.
As at 31 December 1999, our current and deferred tax liabilities were $0.3 million and $5 million
respectively, as shown on pages 79 and 80 of the Accountants’ Report.
We may not continue to enjoy tax incentives
Goodpack Manufacturing was exempted from Thai corporation tax of 30% from August 1993 to
August 1999. Currently, we enjoy tax relief of 50% from the prevailing corporation tax rate, which is
expected to expire in August 2004. Once the tax relief period applicable to Goodpack Manufacturing
expires, it will be subject to the then prevailing full corporation tax rate.
In May 1998, Goodpack Bangkok was also granted tax-exempt status for eight years commencing
from the date of its first sales invoice. We believe that our first sales invoice will be made by the end
of 2000. Thereafter, Goodpack Bangkok will enjoy tax relief of 50% of the corporation tax rate for the
following five years.
We cannot assure investors that these tax incentives will not be revoked, terminated, varied, subject
to additional conditions or suspended in the future. Upon the expiry of the incentives, we will be
subject to the then prevailing corporation tax rate (which is currently 30%). Should the then prevailing
corporation tax rate be higher than our current corporation tax rate, our earnings may be reduced.
15
Certain of our directors have interests in companies engaged in similar businesses as ours
Our substantial shareholders and Directors, Mr Lam Choon Sen David @ Lam Kwok Kwong and
Mdm Liew Yat Fang, each have direct interests of approximately 94% and 6% respectively in the
issued share capital of D-Pack Pte Ltd (“D-Pack”). D-Pack is engaged in the business of designing
and developing a returnable packaging system for the hazardous chemicals industry. The two aforesaid
Directors have potential conflicts of interest in view of the similarity of D-Pack’s business with that of
ours, in particular, as it relates to the provision of packaging systems.
In addition, our substantial shareholders and Directors, Mr Lam Choon Sen David @ Lam Kwok
Kwong and Mdm Liew Yat Fang collectively have 70% interest in the issued share capital of Rollplat
Pte Ltd (“Rollplat”). Rollplat is engaged in the development of foldable ocean containers. The two
aforesaid Directors have potential conflicts of interests in view of Rollplat’s business as it relates to
the provision of containers.
Details of our directors’ potential conflicts of interests are set out on pages 53 to 56 of this Prospectus.
Our future growth is largely dependent on certain key personnel
Our success is largely dependent on our ability to retain key management staff and experienced
employees. Our key personnel may voluntarily serve notice of termination of their employment with
us at any time. The process of hiring employees with the combination of skills and attributes required
to carry out our strategies can be extremely competitive and time-consuming. We may not be able
to retain or integrate existing personnel or identify and hire additional qualified personnel or locate
adequate replacements. The loss of services of key personnel or our inability to attract additional
qualified persons will materially adversely affect our business, financial condition and results of
operations.
Our business operations are subject to substantial foreign currency exposure which can
materially and adversely affect our operating results and financial position
For the past three years, approximately 17% of our sales have been denominated in foreign currencies,
predominantly US dollars. The remaining 83% of our sales were denominated in Singapore dollars.
However, approximately 40%, 21% and 14% of our purchases and other expenses were incurred in
US dollars, Thai Baht and other foreign currencies respectively for the same period. The remaining
25% of our purchases and other expenses, mainly operating expenses such as salary related expenses
and utilities, were denominated in Singapore dollars.
We are exposed to foreign exchange risks to the extent that our cash flows in currencies other than
the Singapore dollar do not match, either in the overall amounts of the respective foreign currency
denominated cash flows or the timing of such cash flows. Payment of foreign currency denominated
costs and receipts of foreign currency denominated sales are recorded at rates of exchange at the
dates of payment and receipt respectively. The different exchange rates prevailing at the times of
payment and receipt may give rise to foreign currency exchange gains and losses.
Our foreign currency exchange exposure is also discussed on page 44 of this Prospectus.
16
RISKS RELATING TO OWNERSHIP OF OUR SHARES
Future sale of Shares could adversely affect our Share price
Our current shareholders hold a substantial number of our Shares, which they will be able to sell to
the public in the near future. Except as otherwise described in the section titled “Moratorium” on
page 25 of this Prospectus, there is no restriction on the ability of the substantial shareholders to
sell their Shares either on SGX-ST or otherwise. Any sale of a substantial number of our Shares
after the Invitation by our current shareholders could cause our Share price to fall. In addition, the
sale of these Shares could impair our ability to raise capital through the issue of additional Shares.
You may also wish to note on page 24 of this Prospectus, Citicorp had granted a term loan facility
of $8,016,000 to Goodpack Holdings whereby Goodpack Holdings granted Citicorp an option to
acquire 6.42% of the pre-flotation issued share capital of Goodpack from Goodpack Holdings prior to
the Invitation. If Citicorp exercises the option after our admission to the Official List of the SGX-ST,
it would own 16,700,000 Shares, representing 5.09% of the Company’s enlarged share capital of
328,000,000 Shares. In the event that 16,700,000 Shares are divested in the secondary market, the
share price of the Company could be adversely affected. These shares are subject to a moratorium
described on page 25 of this Prospectus.
Charge over Shares subject to Moratorium for Credit Facilities granted to Goodpack Holdings
As at the date of this Prospectus, 33,400,000 Shares held by Goodpack Holdings, representing
10.18% of our Company’s enlarged share capital after the Invitation of 328,000,000 Shares have
been charged to Citicorp as a continuing security for the payment and discharge on demand of all
liabilities of Goodpack Holdings to Citicorp. The aforesaid Shares were charged to Citicorp pursuant
to a term loan agreement, whereby Citicorp granted Goodpack Holdings a term loan facility of
$8,016,000, and an option deed whereby Citicorp was granted an option to acquire 6.42% of the
then existing share capital or 16,700,000 shares of Goodpack from Goodpack Holdings. This
16,700,000 Shares represent 5.09% of our Company’s enlarged share capital after the Invitation.
Upon the exercise of such option and the allotment and issue of these Shares to Citicorp, Goodpack
Holding’s liabilities under the term loan will be discharged. However, prior to the exercise of the
option, in the event that Citicorp should enforce the charge and carry out a forced sale of the
charged shares, instability in the price of the Shares will result.
There has been no prior market for our Shares and this offering may not result in an active
or liquid market for these Shares
There has been no public market for our Shares prior to this Invitation. The Issue Price may not be
indicative of the market price for our Shares after the completion of this Invitation. We have applied
to the SGX-ST for the listing and quotation of our Shares on the Main Board of the SGX-ST. However,
no assurance can be given that an active trading market for our Shares will develop or, if developed,
will be sustained.
17
ISSUE STATISTICS
Issue Price for each Invitation Share(1) except for Reserved Shares to be
allocated to our Directors and employees
$0.48
NET TANGIBLE ASSETS
NTA per Share based on the consolidated balance sheet of the proforma Group
as at 31 December 1999, after taking into account the sub-division of shares
referred to on page 20 of this Prospectus:(a)
(b)
before adjusting for the estimated net proceeds from the issue of the
New Shares (and based on the pre-flotation share capital of
260,000,000 Shares)
4.02 cents
after adjusting for the estimated net proceeds from the issue of the
New Shares (and based on the post-flotation share capital of
328,000,000 Shares)
12.50 cents
Premium of Issue Price of $0.48 per Share over the NTA per Share above:(a)
(b)
before adjusting for the estimated net proceeds from the issue of the
New Shares and based on the pre-flotation share capital of
260,000,000 Shares
1,094.0%
after adjusting for the estimated net proceeds from the issue of the
New Shares and based on the post-flotation share capital of
328,000,000 Shares
284.0%
EARNINGS
Historical net earnings per Share of our Group for the financial year ended
31 December 1999 based on the pre-flotation share capital of 260,000,000
Shares(2)
4.10 cents
Historical net earnings per Share of our Group had the Service Agreement
been effected for the financial year ended 31 December 1999, based on
the pre-flotation share capital of 260,000,000 Shares
4.07 cents
PRICE EARNINGS RATIO
Historical price earnings ratio based on the estimated net earnings per
Share of our Group for the financial year ended 31 December 1999
11.71 times
Historical price earnings ratio based on the estimated net earnings per
Share of our Group had the Service Agreement been effected for the
financial year ended 31 December 1999
11.79 times
18
NET OPERATING CASH FLOW(3)
Estimated net operating cash flow per Share for the financial year ended 31
December 1999, based on the pre-flotation share capital of 260,000,000
Shares
5.20 cents
PRICE TO NET OPERATING CASH FLOW
Estimated price to net operating cash flow based on the estimated net
operating cash flow per Share for the financial year ended 31 December
1999
9.23 times
Notes:(1) Save for Reserved Shares to be allocated to our Directors and employees at $0.39 each.
(2) The estimated net earnings per Share is calculated based on the pre-flotation number of issued Shares as the New
Shares will only be issued after FY 99.
(3) Net operating cash flow is defined as profit attributable to shareholders with provision for depreciation added back.
19
GENERAL INFORMATION ON OUR GROUP
SHARE CAPITAL
Our Company was incorporated as Lubrifilm (S) Pte. Ltd. in Singapore on 14 February 1980 under
the Companies Act as a private company limited by shares. We changed our name to Goodpack
System Pte Ltd on 26 February 1986. On 20 June 2000, our Company was renamed Goodpack
Limited in connection with our conversion to a public company limited by shares. There is only one
class of shares in our Company. The Articles of Association of our Company relating to the voting
rights of our shareholders are set out in pages 95 to 100 of this Prospectus.
As at 31 December 1999, our Company had an authorised share capital of $10,000,000 divided into
10,000,000 ordinary shares of $1.00 each, and an issued and paid-up share capital of $2,600,000
divided into 2,600,000 ordinary shares of $1.00 each.
At an Extraordinary General Meeting held on 6 June 2000, our shareholders approved, inter alia, the
following:(a)
the sub-division of each ordinary share of $1.00 each in the capital of our Company into 100
ordinary shares of $0.01 each in the capital of our Company;
(b)
the conversion of our Company into a public limited company and the change of its name to
Goodpack Limited; and
(c)
the adoption of a new set of Articles of Association of our Company.
At an Annual General Meeting held on 27 June 2000, our shareholders approved, inter alia, the
following:(a)
the issue of 68,000,000 New Shares which, when fully paid, allotted and issued, will rank pari
passu in all respects with the existing Shares of our Company; and
(b)
the authorisation for the Directors, pursuant to Section 161 of the Act, to issue Shares other
than the 68,000,000 New Shares from time to time, provided that the aggregate number of
Shares issued pursuant to such authority shall not exceed 50% of the issued and paid-up
share capital of our Company at any time, of which the aggregate number of such Shares to
be issued other than on a pro-rata basis to the then existing shareholders of our Company
shall not exceed 20% of the existing issued share capital of our Company.
20
Details of the changes in the issued and paid-up share capital of our Company since 31 December
1999, being the date of the last audited accounts of our Company and its issued and paid-up share
capital immediately after the Invitation, are as follows:Number of
shares
Issued and fully paid ordinary shares of $1.00 each
as at 31 December 1999
After the sub-division of each ordinary share of $1.00
each into 100 ordinary shares of $0.01 each
New Shares to be issued pursuant to the Invitation
Post-Invitation share capital comprising ordinary
shares of $0.01 each
$
2,600,000
2,600,000
260,000,000
2,600,000
68,000,000
680,000
328,000,000
3,280,000
The authorised share capital and the shareholders’ funds of our Company as at 31 December 1999,
before and after adjustments to reflect the sub-division of the ordinary shares of $1.00 each and the
issue of New Shares are set forth below. These statements should be read in conjunction with the
Accountants’ Report set out on pages 71 to 90 of this Prospectus.
As at
31 December 1999
$
As adjusted
$
Authorised Share Capital
Ordinary shares of $1.00 each
10,000,000
—
Ordinary shares of $0.01 each
—
10,000,000
Issued and fully paid shares
2,600,000
3,280,000
Share premium
2,469,000
32,354,000
Retained earnings
10,102,000
10,102,000
Other reserves
(4,727,000)
(4,727,000)
Shareholders’ funds
10,444,000
41,009,000
Shareholders’ Funds
21
SHAREHOLDERS
The direct shareholdings in our Company before the Invitation and after the Invitation are set out
below:Before Invitation
After Invitation
Number of
Number of
Shares
%
Shares
%
Directors
Lam Choon Sen David @ Lam Kwok Kwong1
—
—
—
—
Liew Yat Fang2
—
—
—
—
—
1,500,000
0.46
Tan Soo Kiat3
Liew Yew Pin2, 3
—
—
500,000
0.15
Lim Sok Hia4
—
—
—
—
—
—
—
—
Toh Tiong San5
4
Tan Bien Chuan
—
—
—
—
Soh Yew Hock5
—
—
—
—
6
—
—
100,000
0.03
Dr Thio Su Mien
Lew Syn Pau6
—
—
100,000
0.03
Institutions
Goodpack Holdings1,7
DBS Nominees Pte Ltd8
O,W&W Investments Limited
Dutch Asia Private Equity Fund C.V.
Polytek Trading (Singapore) Pte Ltd
Overseas Investment Nominees Private Limited
Cosmic Insurance Corporation Limited
Public9
Total
169,200,000
51,800,000
17,500,000
8,500,000
7,200,000
3,200,000
2,600,000
—
260,000,000
65.08
19.92
6.73
3.27
2.77
1.23
1.00
—
100.00
169,200,000
33,800,000
17,500,000
8,500,000
7,200,000
3,200,000
2,600,000
83,800,000
328,000,000
51.59
10.30
5.34
2.59
2.20
0.97
0.79
25.55
100.00
Notes:1
Mr Lam Choon Sen David @ Lam Kwok Kwong, who is the Chairman and Managing Director, holds more than 20%
interest in the share capital of Goodpack Holdings and as such, is deemed to be interested in the Shares of Goodpack
held by Goodpack Holdings. Mr Lam Choon Sen David @ Lam Kwok Kwong is the spouse of Mdm Liew Yat Fang, a
non-Executive Director, and is deemed to be interested in the Shares of Goodpack held through Mdm Liew Yat Fang.
2
Mdm Liew Yat Fang, who is a non-Executive Director, is the spouse of Mr Lam Choon Sen David @ Lam Kwok Kwong.
She is deemed to be interested in the Shares of Goodpack held by Goodpack Holdings. Mr Liew Yew Pin, who is an
Executive Director, is a sibling of Mdm Liew Yat Fang.
3
Mr Tan Soo Kiat and Mr Liew Yew Pin, who are our Executive Directors, will be offered 1,500,000 and 500,000 Reserved
Shares, representing 0.46% and 0.15% of the post-flotation share capital of our Company respectively. Should Mr Tan
Soo Kiat and Mr Liew Yew Pin accept the Reserved Shares, they may hold, dispose of or transfer all or part of their
respective shareholding in our Company after the Shares are listed on the SGX-ST.
4
Ms Lim Sok Hia and Mr Tan Bien Chuan are appointed as non-Executive Directors representing DBS Bank and O,W&W
Investments Limited respectively.
5
Mr Toh Tiong San and Mr Soh Yew Hock are alternate Directors to Ms Lim Sok Hia and Mr Tan Bien Chuan respectively.
6
The independent Directors, Dr Thio Su Mien and Mr Lew Syn Pau will each be offered 100,000 Reserved Shares
respectively, representing, in aggregate, 0.06% of the post-flotation share capital of our Company. Should Dr Thio Su
Mien and Mr Lew Syn Pau accept the Reserved Shares, they may hold, dispose of or transfer all or part of their
respective shareholding in our Company after the Shares are listed on the SGX-ST.
7
Citicorp holds an option to acquire 6.42% of the pre-flotation share capital in Goodpack held by Goodpack Holdings. In
addition to Citicorp’s interest in the option, Citicorp also has a 6.56% interest in Goodpack Holdings which in turn has
a 65.08% interest in Goodpack.
8
Prior to the Invitation, DBS Nominees Pte Ltd holds 33,800,000 and 18,000,000 Shares as nominee for DBS Bank and
its wholly-owned subsidiary, DBSCI respectively. DBS Bank is also deemed to be interested in the Shares held by
DBSCI.
9
Excluding 2,200,000 Reserved Shares to be allocated to our Directors (see note 3 and note 6 above).
Save as disclosed above, there are no other relationships among the Directors and substantial
shareholders of our Company.
22
Background of Our Corporate Shareholders
Goodpack Holdings
Goodpack Holdings, formerly known as Goodpack Shipping (S) Pte Ltd and thereafter, South East
Asia Feeders Pte Ltd, was incorporated on 15 January 1981 to provide shipping agency services
and general wholesale trade. It was, however, subsequently used as an investment holding company.
As at 31 December 1999, it had an authorised and an issued and paid-up share capital of $2,000,000
and $1,525,000 respectively. Its directors are Mr Lam Choon Sen David @ Lam Kwok Kwong, Mdm
Liew Yat Fang and Mr Liew Yew Pin, all of whom are also Directors of Goodpack. The shareholders
of Goodpack Holdings and their respective shareholdings are shown below:Shareholders
Number of shares
%
946,496
62.06
136,988
8.98
83,839
5.50
83,839
5.50
83,838
5.50
90,000
5.90
100,000
6.56
1,525,000
100.00
Lam Choon Sen David @ Lam Kwok Kwong1
Liew Yew Pin
2
Liew Siew Fang
2
2
Liew Yew Kiam
Liew Angel
2
Uthai Srichai
3
Citicorp
Notes:1
Out of the 946,496 shares, Mdm Liew Yat Fang, who is the spouse of Mr Lam Choon Sen David @ Lam Kwok Kwong,
holds one share directly in her own name. She is deemed to be interested in the shares held by Mr Lam Choon Sen
David @ Lam Kwok Kwong and vice versa.
2
Mdm Liew Yat Fang, Mr Liew Yew Pin, Mdm Liew Siew Fang, Mr Liew Yew Kiam and Mdm Liew Angel are siblings.
3
Mr Uthai Srichai is an Executive Officer of our Group based in Thailand.
DBS Bank
DBS Bank was incorporated in Singapore on 16 July 1968 as a public limited company under the
Companies Act, Chapter 50. It is licensed under the Banking Act, Chapter 19, to operate as a bank
and is subject to the regulatory controls established therein.
DBS Bank’s interest in our Company is held by DBS Nominees Pte Ltd, its wholly-owned subsidiary,
and it is also deemed to be interested in the shares held by its other wholly-owned subsidiary,
DBSCI.
O,W&W Investments Limited
O,W&W Investments Limited (“O,W&W”) was incorporated on 1 August 1996 in Singapore as a
closed-end venture capital investment holding company. As at 31 December 1999, it had an authorised
and an issued and paid-up share capital of $800,000 and $643,002 respectively. Its directors are
Messrs Tang I-Fang, Lip-Bu Tan, Tan Beng Lee, Wong Liang Ying and Tang Chun Choy (alternate to
Mr Lip-Bu Tan). Major shareholders of O,W&W are The Great Eastern Life Assurance Company
Limited, The Overseas Assurance Corporation Limited and OCBC Capital Investment Pte Ltd.
Dutch Asia Private Equity Fund C.V.
Dutch Asia Private Equity Fund C.V. is a limited partnership established under Dutch law on 16
October 1997 for the purpose of private equity investment. As at 31 December 1999, it had capital
to the sum of US$30 million and ¥2.5 billion. The Limited Partners of Dutch Asia Private Equity Fund
C.V. are Stichting Pensioenfonds Voor de Gezondheid, Geestclijke en Maatschappclijke Belangen
(PGGM) (the second largest pension fund in the Netherlands) and MeesPierson N.V.
23
Polytek Trading (Singapore) Pte Ltd
Polytek Trading (Singapore) Pte Ltd, formerly known as Polytek Engineering & Trading (Singapore)
Pte Ltd, was incorporated on 9 June 1977 and became a wholly-owned subsidiary of Wearnes
International (1994) Limited in April 1984. The company was engaged in the supply, installation and
servicing of industrial equipment. It became a dormant company in 1985 and was reactivated in
1999 as an investment trading company. As at 31 December 1999, it had an authorised capital of
$200,000 and an issued and paid-up share capital of $200,000. Its directors are Messrs Soh Yew
Hock and Ong Kim Teck.
Overseas Investment Nominees Private Limited (“Overseas Investment Nominees”)
Overseas Investment Nominees was incorporated on 8 April 1981. It has a nominal share capital of
$2.00 and is a wholly-owned subsidiary of Overseas Investment Private Limited. The main business
of Overseas Investment Nominees is the provision of nominee services, including share custodian
services. The current directors of this company are Messrs Haji Othman bin Wok, Ho Cheow Teck
and Suckchai Nganthavee. Overseas Investment Nominees holds the shares in Goodpack as a
nominee shareholder.
Cosmic Insurance Corporation Limited (“Cosmic Insurance”)
Cosmic Insurance is a locally incorporated insurance company established on 16 September 1971
which provides services for both commercial and personal insurance. As at 31 December 1999, it
has total assets exceeding $120 million, including an issued and paid-up share capital of $33 million.
Besides operating in Singapore, Cosmic Insurance has a presence in both Hong Kong and Brunei.
Its chairman is Mr Yap Chin Kok and its directors are Messrs Chew Yuan Heng, Khoo Guan Chen,
Kwek Yong Nguan, Lee Choon Huat, Lew Syn Pau, Tan Lim Siang, Teo Kwang Whee and Yeap
Lam Kang. Mr Lew Syn Pau is also an independent Director of Goodpack.
Citicorp
Citicorp is a licensed merchant bank and was incorporated in Singapore on 28 February 1972.
Citicorp is a wholly-owned subsidiary of Citibank Overseas Investment Corporation, a company
incorporated in Delaware, USA, which in turn is a wholly-owned subsidiary of Citibank, N.A..
Citicorp currently has a 6.56% interest in Goodpack Holdings. Pursuant to a loan agreement dated
13 October 1999 entered into between Citicorp and Goodpack Holdings, Citicorp granted a term
loan facility of $8,016,000 to Goodpack Holdings. In connection with the term loan facility, Citicorp
entered into an option deed with Goodpack Holdings whereby Goodpack Holdings granted Citicorp
an option to acquire 6.42% of the pre-Invitation share capital of Goodpack from Goodpack Holdings.
This translates into 16,700,000 Shares, representing 5.09% of Goodpack’s enlarged share capital of
328,000,000 Shares after the Invitation. The option is exercisable by Citicorp at any time for a period
of one year from the date of admission of Goodpack to the Official List of the SGX-ST, or 15
December 2001, whichever is later. Goodpack Holdings’ liabilities under the term loan will be
discharged upon the exercise of such option and the allotment and issue of these Shares to Citicorp.
As these are existing shares, there is no effect on earnings per share or price earnings ratio of our
Company.
Pursuant to a sale and purchase agreement dated 28 August 1998 entered into between Mr Lam
Choon Sen David @ Lam Kwok Kwong and Citicorp whereby Citicorp became a shareholder in
Goodpack Holdings, Mr Lam Choon Sen David @ Lam Kwok Kwong has undertaken that, as soon
as practicable, upon the receipt of in-principle approval from the SGX-ST for the listing of our Company,
he will do all things as may be necessary for Goodpack Holdings to be wound up so as to procure
the distribution in specie of the assets of Goodpack Holdings to its shareholders. In the event that
the option is exercised and Goodpack Holdings is wound up, Citicorp will hold 8.14% of the postInvitation share capital of our Company, comprising 5.09% from the exercise of the option and 3.05%
to be derived from its shareholdings in Goodpack arising from the distribution in specie of the assets
of Goodpack Holding to its shareholders.
24
Rule 33 of the Singapore Code on Take-overs and Mergers (the “Code”)
DBS Bank is Manager, Underwriter and Placement Agent for the Invitation. Prior to the Invitation,
DBS Bank and its wholly-owned subsidiary, DBSCI (collectively the “DBS Group”) own 19.92% of
Goodpack’s share capital. Immediately after the Invitation, the DBS Group’s equity stake in Goodpack
will be reduced to 10.3%.
In the event that DBS Bank, as Underwriter, is required to subscribe for the entire underwriting
shortfall which comprises the entire Invitation of 86 million Shares, the DBS Group will own, in
aggregate, 36.52% of Goodpack’s enlarged share capital.
In the event that DBS Group’s shareholdings in our Company exceed 25% of our Company’s issued
share capital, SIC has granted a waiver in respect of the Code subject to the DBS Group undertaking
the following:(a)
to put in place clear and effective procedures to ensure that it will not vote, appoint a proxy to
vote, or otherwise cause others to vote in respect of the Shares held by the DBS Group and
their concert parties in excess of 25% of Goodpack’s enlarged issued share capital;
(b)
to dispose of such number of Shares as is necessary to reduce the aggregate shareholdings of
the DBS Group and its concert parties to no more than 25% of Goodpack’s enlarged issued
share capital within three months of the close of the Invitation; and
(c)
that the DBS Group and its concert parties do not have any agreement or understanding
(whether formal or informal) with any shareholder(s) of Goodpack to obtain or consolidate control
of Goodpack.
MORATORIUM
Shareholders of Goodpack
As a demonstration of its commitment to our Group, Goodpack Holdings, who will hold an equity
interest of 51.59% in Goodpack’s share capital after the Invitation, has given an undertaking not to
realise or transfer any part of its effective interests in our Company for a period of six months
commencing from the date of admission of our Company to the Official List of SGX-ST, and for the
six months thereafter, retain 50% of its original interest in the Company.
DBS Bank and O,W&W Investments Limited, which will,
15.64% in Goodpack’s share capital after the Invitation,
realise or transfer any part of their respective interests in
commencing from the date of admission of our Company
in aggregate, hold an equity interest of
have each given an undertaking not to
our Company for a period of six months
to the Official List of SGX-ST.
Citicorp has also given an undertaking that, should it exercise the option granted by Goodpack
Holdings (as described on page 24 of this Prospectus), it will not realise or transfer any part of its
interests in our Company arising from the exercise of the option for a period of six months commencing
from the date of admission of our Company to the Official List of SGX-ST.
Shareholders of Goodpack Holdings
The shareholders of Goodpack Holdings, namely Mr Lam Choon Sen David @ Lam Kwok Kwong,
Mr Liew Yew Pin, Mdm Liew Siew Fang, Mr Liew Yew Kiam, Mdm Liew Angel and Mr Uthai Srichai,
who hold, in aggregate, 93.44% of the share capital in Goodpack Holdings, have each given an
undertaking, subject to the steps taken in furtherance of the undertaking by Mr Lam Choon Sen
David @ Lam Kwok Kwong as described below, not to realise or transfer any part of each of their
interests in Goodpack Holdings for a period of six months from the date of admission of our Company
to the Official List of SGX-ST, and that they will not reduce their shareholdings in Goodpack Holdings
such that their effective interest in Goodpack does not fall below 50% of each of their respective
original shareholdings in the six months thereafter.
25
Undertaking to dissolve Goodpack Holdings
Pursuant to a sale and purchase agreement dated 28 August 1998 entered into between Mr Lam
Choon Sen David @ Lam Kwok Kwong and Citicorp whereby Citicorp became a shareholder in
Goodpack Holdings, Mr Lam Choon Sen David @ Lam Kwok Kwong has undertaken that, as soon
as practicable, upon the receipt of in-principle approval from the SGX-ST for the listing of our Company,
he will do all things as may be necessary for Goodpack Holdings to be wound up so as to procure
the distribution in specie of the assets of Goodpack Holdings to its shareholders.
Should Goodpack Holdings be dissolved at any time during the moratorium period and its available
assets distributed to its shareholders in specie so that they directly hold Shares in our Company, Mr
Lam Choon Sen David @ Lam Kwok Kwong, Mdm Liew Siew Fang and Mr Liew Yew Pin, who will
pursuant to the Invitation and dissolution of Goodpack Holdings, collectively hold a direct interest of
33.03% in the share capital of our Company, have each given an undertaking not to realise or
transfer any part of each of their interest in our Company resulting from the distribution of assets in
specie by Goodpack Holdings for a period of six months after the date of the admission of our
Company to the Official List of the SGX-ST, and that they will retain at least 50% of each of their
respective original holdings in our Company resulting from the distribution of assets in specie by
Goodpack Holdings in the six months thereafter.
Charge Over Shares
As at the date of this Prospectus, 33,400,000 shares of Goodpack Holdings, representing 10.18% of
our Company’s enlarged share capital of 328,000,000 Shares, have been charged to Citicorp by
way of a first fixed charge, as a continuing security for the payment and discharge on demand of all
liabilities of Goodpack Holdings to Citicorp. The aforesaid Shares were charged to Citicorp pursuant
to a loan agreement dated 13 October 1999 entered into between Citicorp and Goodpack Holdings
whereby Citicorp granted a term loan facility of $8,016,000 to Goodpack Holdings and an option
deed dated 13 October 1999 entered into between Citicorp and Goodpack Holdings whereby Goodpack
Holdings granted Citicorp an option to acquire 6.42% of the then existing share capital of Goodpack
from Goodpack Holdings. This translates into 16,700,000 Shares, representing 5.09% of our
Company’s enlarged share capital of 328,000,000 Shares after the Invitation. Goodpack Holdings’
liabilities under the term loan will be discharged upon the exercise of such option and the allotment
and issue of these shares to Citicorp.
OUR GROUP STRUCTURE
Our current Group structure is shown below:Goodpack
(Singapore)
55%
Goodpack
Australia1,5
(Australia)
100%
Goodpack
Bangkok
(Thailand)
55%
Goodpack
Japan2,5
(Japan)
70%
Goodpack
Malaysia3,5
(Malaysia)
100%
100%
100%
Goodpack
Manufacturing
(Thailand)
Goodpack
USA
(Virginia,
USA)
Able
Agents
(Hong Kong)
70%
Singkor
Investment4,5
(Singapore)
100%
Notes:-
Goodpack
Korea
(South Korea)
1
The interest in the other 45% in Goodpack Australia is owned by Mahaco Pty Ltd.
2
The interest in the other 45% in Goodpack Japan is owned by Mitsui & Co., Ltd.
3
The interest in the other 30% in Goodpack Malaysia is owned by TS Ventures Sdn. Bhd..
4
The interest in the other 30% in Singkor Investment is owned equally by Mr Alexander Young Uhan, an Executive
Officer, and Ms Shon Jungil.
5
The other shareholders of the subsidiaries are not related to the Directors or substantial shareholders of our Company.
26
HISTORY AND BUSINESS
HISTORY
Goodpack, formerly known as Lubrifilm (S) Pte. Ltd., was incorporated in Singapore on 14 February
1980 as a private company limited by shares. From 1980 to 1982, we were engaged in the business
of supplying chemical products and we were dormant for the period between 1983 to the early
1990s. We changed our name to Goodpack System Pte Ltd on 26 February 1986. The development
of our IBC business commenced in the early 1990s when Mr Lam Choon Sen David @ Lam Kwok
Kwong identified a business opportunity in the natural rubber industry where users were looking for
an environmentally friendly and contamination-free packaging system. The first commercial IBC was
launched in 1990. We invited Hong Leong Corporation Limited to take up a minority stake in our
Company in July 1990 to provide additional capital for the production of IBCs.
All our IBCs, through the support of our reversed logistics capability, are provided to customers
purely on a lease or rental arrangement either on a term or trip lease basis. We have established a
logistics network and system to provide international drop-off and collection of IBCs, enabling our
customers to hire and de-hire IBCs in many countries. Today, more than 20%1 of the world output of
technically specified rubber is packed and transported in our IBCs.
Our first production plant, Goodpack Manufacturing, established in Songkhla, Thailand, in September
1991, was operational in 1993. It was granted pioneer status by the Government of Thailand and
was granted an exemption from corporation tax for six years commencing August 1993. Upon the
expiry of this tax-free period in 1999, its profit for the five years thereafter is subject to corporation
tax at a concessionary rate of 50% of the normal corporate tax rate. We expanded our operations to
Malaysia and USA when Goodpack Malaysia and Goodpack USA were incorporated in October
1993 and March 1994 respectively.
We also identified the synthetic rubber industry as a new area for growth. In October 1996, Goodpack
Korea was established and has successfully worked with one of the largest Korean synthetic rubber
producers to adopt the Goodpack IBC as its standard packaging. Two new IBC models, namely the
MBC and the MB4 were introduced over the years to meet the various needs and requirements of
users in various industries.
Building on our experience in the natural rubber industry, we introduced a bag-in-box system targeted
at the liquid cargoes market in 1997. Australia, having an established market for the usage of IBCs,
was our test bed for the liquid cargoes business. Goodpack Australia was thus incorporated in May
1997. Since then, many types of liquid cargoes, such as tomato paste and dice, fruit juices and
concentrates, edible oils, latex and lubricants were packed in our IBCs.
In order to support the increase in demand for more IBCs arising from business expansion, Goodpack
Bangkok was incorporated in April 1998 to be engaged in the manufacture of IBCs. It was also
granted tax exempt status for a period of eight years from the date of the first sales invoice. It will
be granted a reduction in tax at the rate of 50% of the then prevailing corporate tax rate on its
profits for another five years thereafter.
In April 1998, we carried out a shareholding restructuring whereby the interests of Mr Lam Choon
Sen David @ Lam Kwok Kwong and the Liew family in Goodpack were consolidated under an
investment holding company, Goodpack Holdings, previously known as South East Asia Feeders Pte
Ltd. In 1998, DBSCI and Citicorp purchased interests of 11.80% and 6.56% in Goodpack Holdings
respectively from the then existing shareholders.
1
Calculation derived from International Rubber Study Group, Rubber Statistical Bulletin Vol. 53 No. 9 (June 1999)
27
In line with the expansion of our business and increase in demand for IBCs by our customers, we
had, in late 1998, widened our production base to include three contract manufacturers based in
Malaysia, Indonesia and Thailand to increase our production output. Our wholly-owned subsidiary in
Hong Kong, Able Agents, facilitates our contract manufacturers by providing procurement and technical
support functions. We expanded our operations into Japan when Goodpack Japan, a joint venture
between our Company and Mitsui & Co., Ltd, was established in February 1999.
In October 1999, Hong Leong Corporation Limited divested its then 41.35% shareholding interests in
Goodpack to Mr Lam Choon Sen David @ Lam Kwok Kwong who in turn sold part of these shares
in Goodpack to various financial investors. This transaction was completed on willing buyer willing
seller basis. In June 2000, DBSCI became a direct shareholder of Goodpack by swapping its shares
in Goodpack Holdings for shares in Goodpack held by Messrs Lam Choon Sen David @ Lam Kwok
Kwong and Liew Yew Pin. Details of the current shareholders of Goodpack are provided on pages 22
to 26 of this Prospectus.
Today, we have business operations spanning many countries around the world from Asia to Europe
and North and South America. Our global operations are either represented by our own offices or
appointed agents. We intend to continue to grow and expand, seeking opportunities overseas to
establish offices at strategic locations. Recently, we introduced the concept of door-to-door delivery
service as an add-on component to complement our IBC leasing business so as to provide a onestop logistics solution from provision of packaging equipment to the arrangement of shipments from
the shippers’ locations to the end users’ locations to meet the demands of many multi-national
companies working on streamlining their supply pipeline.
BUSINESS
Principal Activities
We are in the business of manufacturing and provision of reverse logistics solutions by leasing a
patented, multi-modal, returnable metal box system suitable for packing and transporting cargoes.
Such metal boxes are commonly known as intermediate bulk containers or IBCs in the industry. Our
IBCs are designed to cater to a wide range of commodities in solid, liquid or powder forms. Examples
of cargoes that can be packed into our IBC include lubrication oil, non-hazardous chemicals, fruit
juices and concentrates, tomato paste, edible oils, plastic resins, rubber (natural and synthetic),
coffee and cocoa beans.
The Product
The Goodpack IBC is a uniquely designed, patented metal box made of high tensile steel for packing
and storing a wide range of cargoes which can be transported by various modes, such as trucks, rail
car, ocean vessels and aircraft. Each IBC has a volume of 1,400 litres and is certified to carry a
maximum load of 1.4 tonnes.
We have three models of IBC, namely the MBC, MB3 and MB4. MBC and MB3 are exclusively used
for the natural rubber industry. Both MBC and MB3 are of the same size and dimension, with the
difference being that the former has galvanised steel sidewalls and the latter has plastic sidewalls.
The MB4 is similar to MBC except for dimensional differences, although both have the same carrying
volume of 1,400 litres. The MB4 is suitable for carrying both liquid and solid cargoes. Our fleet of
MB3 is currently being converted to MBC by replacing its present plastic sidewall with galvanised
steel panels. It is our objective to have the entire fleet of MB3 converted to MBC eventually. Our
total fleet size, as at 31 December 1999, was about 280,000 units.
Adopting a “Bag-in-Box” concept, a customised bag or bladder is inserted in the Goodpack IBC to
carry liquid and semi-solid commodities. We work closely with the bag manufacturers and customers
to customise the required specification of the bag, such as metallised bag and aseptic bag, to meet
the needs of our customers.
28
The Goodpack IBC
The special features of our IBC include the following:-
Nestability
The empty IBCs, due to its conical shape, can be nested in one another. This is made possible
when the four metal flaps are flipped out to enable the IBCs to fit into one another when empty. This
feature allows cost savings on the warehousing and transporting of empty IBCs. A pictorial
representation of the nestibility feature is shown below.
29
Stackability
When the IBCs are loaded, they can be stacked in columns of four without a racking or shelving
system. This is made possible by the specially designed stacking flaps at the four top corners of the
IBC which can be folded in to hold the top layers. Each Goodpack IBC is factory tested to withstand
a top load stress of 9.6 tonnes. The IBC steel framework provides a strong inter-locking structure
when stacked in storage or transportation. The cargo is thus protected and is not subject to damage
as there is no compression upon it. This stackability feature enables the optimisation of warehousing
space (as illustrated in the diagram below) which provides for higher warehouse yields compared to
conventional packaging systems. A total of 16 IBCs (in eight stacks of two) fit snugly into a standard
20-foot ISO container during shipment.
30
Ease of Mechanical Handling
Our IBC is designed for mechanical handling. Each IBC has a four-way entry pallet base enabling it
to be moved around easily by a forklift, as shown below. The setting up of the IBC is hassle-free as
it requires no special strapping, knocking, fastening, bolting or any other special handling equipment.
Discharging of products from the IBC is also straightforward. A rotator attached to the forklift can be
employed to discharge solid cargoes by rotating the IBC, as shown below. Liquid cargoes can be
discharged through the discharging hole at the side of the IBC.
31
Payload Maximisation
Our IBC is specifically designed and built to fit into the standard 20-foot ISO container to maximise
the payload. A total of 16 IBCs can be packed into each 20-foot ISO container to enjoy the maximum
payload as each IBC can effectively carry up to 1.4 tonnes of net cargo weight depending on the
specific gravity or bulk density of the cargoes involved. In comparison to products packed in steel
drums, the Goodpack IBCs provide savings in freight cost arising from payload maximisation. (Please
refer to description under “Competition-Liquid Cargoes’ for further details on payload maximisation
on page 48 of this Prospectus.)
Reusability
Our IBC is an environmentally friendly, reusable packaging system that requires minimal waste disposal
unlike traditional packaging systems such as woods and drums. It is a returnable packaging system
that not only promotes the conservation of the environment but also supports companies which are
embarking on reverse logistics flow by eliminating waste disposal costs through recycling the packaging
materials.
Multi-modal Transportation
The Goodpack IBCs, when loaded, can be shipped by containers or via conventional vessels. This
feature offers our customers flexibility in their shipping arrangements. Besides shipping, our IBC is
also suitable for transportation via trucks, rail and aircraft.
32
Manufacturing Process
The manufacturing process of our IBC is described below:-
Slitting of steel rolls into required
dimensions, unrolling, cutting and
folding of steel rolls, and corrugating
the sidewalls for added strength
1
Material
preparation
▼
Welding the steel structure via the
use of robotic arms and manual
welding for internal parts
2
Welding
▼
Dipping into chemicals to
ensure smooth surface
3b
Surface preparation
(Blasting)
▼
▼
4a
Galvanising
4b
Painting & Baking
▼
Hot dip galvanising
process with zinc coating
▼
3a
Surface preparation
(Dipping)
Blasting to clean the structure
of the IBC prior to painting
The IBC is dipped in paint for
better external finishing and
to prevent rust and thereafter,
the IBC is oven baked at a
temperature of 130 degrees
celsius to dry the paint and
for increased strength
▼
5
Completion
The side walls are fixed on and a
final touch-up done prior to shipment
of the completed IBC to customers
on lease
The Goodpack Logistics System
Our IBCs are supplied to customers under lease agreements, either on a term or trip lease basis.
Term leases are usually for a minimum period of one year where the customer is billed for a flat
lease rental monthly. The customer holds the IBCs for the period of the lease and that customer is
responsible for the maintenance of the IBCs.
For trip leases, our customers lease our IBCs on a per IBC per trip basis. The lease rental for trip
lease is based on the elapsed time between delivering the IBCs at the supplier’s facility and the
receipt of release notification by us from the receiver. Customers can use the IBCs in different
locations as we are responsible for the logistics of delivering and collecting the empty IBCs. This is
performed through our worldwide network of offices and agents.
33
In a typical trip lease, the customer notifies us or our agents of the number of IBCs required. Based
on this requisition, we would deliver the IBCs to the designated supplier’s facility. The customer’s
product or material supplier packs the cargo in the IBCs and ships them out to their customer using
their established mode of transport and route. The customer receives the cargo and stores it in the
warehouse. After discharging the cargo, the customer nests the empty IBCs and informs us or our
agents to collect the empty IBCs. The empty IBCs are collected and repositioned at their next point
of application.
We also have a computerised tracking system that monitors the movements of our IBCs, which is
coordinated through our head office in Singapore. Our computerised tracking system provides up-todate information on the quantity, status and the location of our IBCs worldwide. Information of IBC
movements and inventory are entered into the centralised database in Singapore via the Internet
from our subsidiary offices. This enables our Group to plan for speedy supply and delivery of empty
IBCs to meet customers’ requirements anywhere in the world by matching the availability of our
IBCs against the demand. Our global logistics function in Singapore works closely with our subsidiary
offices, logistics providers and customers to ensure all movements of IBCs are tracked timely and
accurately across the globe. All empty and available IBCs in any location worldwide are quickly
identified and immediately repositioned for customers’ use. There has been no material losses of
IBCs to date.
A diagrammatic representation of the Goodpack logistics system is shown below:-
1.
4. Customer discharges
cargo at factory
▲
Customer notifies
requirements
(Shipping instructions)
5. Customer informs
Goodpack to collect
empty IBC
▼
▲
▼
▼
2. Goodpack positions
IBC at supplier’s
factory
▲
3.
Supplier packs and
ships to customers
6.
Goodpack picks up
empty IBC
▲
Quality Control
Our quality control system includes statistical process control techniques which controls the quality
of work throughout the entire production process. For certain components that are critical to the
manufacturing process of our IBCs, 100% quality test are carried out and major steel items are
periodically sent for tensile test at accredited laboratories such as the Productivity and Standard
Board (‘PSB’) of Singapore. In addition, robotic welding process was employed to ensure consistent
welding work is performed on critical assembly stages.
Each IBC carries a date code, which specifies the date of manufacture. Various production and
maintenance records are in place and they contain the relevant information about the age of each
IBC and the history of maintenance.
Today, our production has been contracted out to three contract manufacturers, which are also
subject to the same quality control programme. In addition, these contract manufacturers are subject
to regular field quality audit carried out by our visiting quality control inspectors and we also conduct
surprise quality audit checks from time to time at the contract manufacturers’ facilities.
34
Our Thailand factory, Goodpack Manufacturing, which used to produce all our IBCs before August
1999, has now become a conversion and refurbishment centre. A similar quality management and
control system has been put in place to ensure that all converted and refurbished IBCs meet our
quality standard.
Marketing and Distribution
We market and distribute our products through a direct sales team, our international offices, external
agents and distributors. Our corporate marketing team is responsible for the management of key
global accounts, formulating the global marketing strategy and managing the network of agents and
distributors worldwide. Our network of international offices in Malaysia, Thailand, Japan, Indonesia,
USA, Korea, Australia and New Zealand serve to maintain a close presence to our customers in
order to better service their requirements. These international offices also manage the local agents
and distributors. In addition to our network of offices, we are represented by agencies and distributors
in the Philippines, Taiwan, Turkey, Greece, United Kingdom, Spain, Portugal and Italy. Each of these
agencies and distributors has a contractual obligation to meet specific revenue targets. We reserve
the right to terminate their agencies or distributorships should they fail to achieve the set revenue
targets. Although it is not our general practice to grant exclusivity to any agency and distributor,
some agencies are granted exclusive rights that is industry specific owing to the nature of such
industry.
We also increase our profile and market exposure of our products and services by participating in
trade shows and exhibitions as well as through advertisements in selected trade journals and
magazines. Through our website on the worldwide web, www.goodpack.com, we have been able to
provide key commercial information to prospective customers. It is our intention to provide e-commerce
capability in the coming months to process on-line orders and other related transactions. (Please
refer to the description under “Prospects and Future Plans – Future Plans” set out on pages 45 to
47 of this Prospectus.)
Product Design and Development
We focus primarily on the development of ancillary packaging equipment to support the packing
requirements of synthetic rubber and liquid cargoes as well as the development of equipment catered
for non-regulated chemicals and foods industries. In addition, we have also carried out work on
developing various equipment relating to the handling of our IBC units, such as automatic stacker
and de-stacker.
In August 1999, in line with the on-going quality improvement in our IBCs, we started to produce
fully galvanised MB4s with aluminium coated sidewalls which reduces cost of maintenance and more
importantly, enhances the application for handling liquid cargoes. It is our objective to fully implement
the galvanising programme for all future MB4s by the end of the third quarter of 2000.
We have also started the design and development of a new IBC model, MB5, which has a bigger
capacity capable of accommodating up to 3 tonnes of cargo. This new IBC will complement our
existing fleet of IBCs and is likely to be launched in the fourth quarter of 2000.
Our development activities are carried out by a team of five members based in our conversion and
refurbishment facilities in Songkhla headed by the Managing Director of the Group. External consultants
are engaged from time to time during the development phase of projects. In FY 99, our development
activities are restricted to upgrading and conversion of our IBCs, our research and development
expenditure, is less than 0.4% of our total expenses.
Production Facilities and Capacity
Goodpack Manufacturing, a subsidiary of our Company in Songkhla, Thailand, produced all our IBCs
before August 1999 when it enjoyed local tax exempt status. However, subsequent to the expiry of
this tax exempt status in August 1999, we have converted this Songkhla factory into a conversion
and refurbishment centre. Profits from Goodpack Manufacturing are currently taxed at a concessionary
rate of 50% of the current corporate tax rate for 5 years ending August 2004.
35
To address the need for more IBCs to adequately support our expansion plans, we started a contract
manufacturing programme in November 1998 and have sub-contracted the production of our IBCs to
selected contract manufacturers in Thailand, Malaysia and Indonesia. The combined production
capacity of these contract manufacturers is approximately between 12,000 IBCs and 15,000 IBCs
per month. We are able to either increase the order with the present contract manufacturers or
increase the number of contract manufacturers when the need arises. Our Songkhla factory has the
capacity to improve and refurbish up to 12,000 IBCs per month.
Goodpack Bangkok, incorporated in April 1998, has been granted an eight-year tax exempt pioneer
status from the date of its first sales invoice. It has not commenced commercial production of IBCs.
Upon the expiry of the tax exempt status, it will be taxed only at 50% of the normal corporate tax
rate on its profits for the five years thereafter.
Our Group’s annual production output and its capacity utilisation for the last four years are shown
below:FY 96
FY 97
FY 98
FY 99
Annual production output (number of IBCs)(1)
12,073
26,912
46,848
38,015
Annual production capacity (number of IBCs)(1)
36,000
36,000
48,000
40,000
33.5
74.8
97.6
95.0
Percentage utilisation (%)
Note:-
(1) Figures do not take into account the output and capacity of contract manufacturers. Had they been included, the annual
production output for the year ended 31 December 1999 would have been 85,499 against a production capacity of
112,000.
The increase in production capacity in FY 98 was due to an addition of two new robotic welding
machines for welding of IBCs in Songkhla when it was still our main production facility. The lower
production capacity FY 99 was due to the conversion of our production facility in Songkhla into a
conversion and refurbishment centre, subsequent to the expiry of its tax exempt status in August
1999. Goodpack Manufacturing ceased production of IBCs in September 1999.
Profile of Goodpack’s IBCs
The life span of our IBCs is 10 years. Presently, the average age of our IBCs is 2.6 years. To
maintain the usability of our IBCs, we select 3,000 to 4,000 units for refurbishment and servicing
monthly. The refurbishment and servicing process includes strengthening the metal frame of the IBC
by welding and short-blasting, repainting and replacement of sidewalls. Each IBC takes an average
of 2 to 3 days for refurbishment and servicing before returning to the fleet. About 15% of our IBC
fleet are refurbished and serviced annually. Since 1991 to the date of this Prospectus, the total
cumulative write-offs of our IBCs has been approximately 0.9% of our total IBC fleet size.
Intellectual Property Agreements or Licenses
We have registered patents relating to the design of our IBC to prevent and deter competitors from
imitating our IBC design. Presently, we have five registered patents in force in Great Britain, Italy
and the USA. We are in the process of patent registration in Canada, Germany and Japan. The
remaining validity periods of our registered patents vary between six and nine years.
36
REVIEW OF PAST OPERATING RESULTS AND FINANCIAL POSITIONS
The summary of operating results and financial positions of our Group should be read in conjunction
with the Accountants’ Report and the full text of this Prospectus.
Operating Results of the Proforma Group(1)
($’000)
FY 95
FY 96
FY 97
FY 98
FY 99
Turnover
14,778
18,110
21,664
21,784
26,323
6,426
8,051
11,055
9,248
13,281
327
231
123
171
711
6,753
8,282
11,178
9,419
13,992
(3,202)
(3,421)
(1,957)
(2,066)
(2,872)
3,551
4,861
9,221
7,353
11,120
50
346
980
369
4,911
9,567
8,333
11,489
Operating profit before depreciation
and interest
Other Income
Profit before depreciation, interest
and tax
Depreciation expense
Profit before interest and tax
Interest (expense)/income, net
Profit before tax
Taxation
Profit after tax
(92)
3,459
(580)
(3)
Minority interests
Profit attributable to shareholders
Earnings per Share (cents)(2)
(835)
(2,392)
(211)
2,879
4,076
7,175
—
—
—
8,122
2,879
4,076
7,175
8,053
1.11
1.57
2.76
3.10
(69)
(745)
10,744
(95)
10,649
4.10(4)
Notes:(1) The financial results of the Proforma Group for the periods under review have been prepared on the basis that the
Proforma Group had been in existence throughout the periods under review.
(2) For comparative purposes, the earnings per Share is calculated using profit after taxation and minority interests but
before extraordinary item and divided by the pre-flotation share capital of 260,000,000 Shares.
(3) In FY 97, the estimated useful lives of our IBCs were changed from 5 years to 10 years after management review of
the estimated useful lives of these assets. This change was effected to better reflect the improvements in the design,
handling and maintenance of our IBCs and the period over which our Company derived benefit from the use of these
assets. The Accountants Report dated 28 June 2000 on pages 71 to 90, in particular page 75, has included a disclosure
showing the effects of the revision in the accounting estimate for the economic useful lives of the IBCs. Our FY 1997
audited financial statements were not qualified in respect of the change in accounting estimate of the useful lives of our
IBCs. This adjustment resulted in a lower depreciation charge of approximately $1,488,000. Had the depreciation estimate
not been changed, the Group would have recorded a profit after taxation of approximately $6,634,000 instead of
approximately $7,175,000.
(4) Had the Service Agreement as described on page 67 of this Prospectus been effected in 1999, the earnings per Share
would have been 4.07 cents. The adjusted price earnings ratio would have been 11.79 times based on the Issue Price
of $0.48.
37
Financial Positions of the Proforma Group(1)
($’000)
FY 95
FY 96
FY 97
FY 98
FY 99
Fixed assets
11,054
10,226
12,678
17,822
28,798
—
—
—
1,418
1,286
240
158
30
17
3
—
—
—
—
184
798
885
847
1,738
4,175
4,421
5,913
3,362
3,455
5,862
Quoted investments
Preliminary and pre-production expenses
Advance to customer
Current assets
–
Stocks
–
Trade debtors
–
Other debtors, deposits and
prepayments
338
553
806
962
3,206
–
Advance to customer
—
—
—
—
736
–
Amount owing by holding company
—
—
—
—
17
–
Amounts owing by affiliated companies
25
612
465
465
465
–
Cash at banks and in hand
814
5,634
13,231
16,776
13,389
6,396
13,597
18,711
23,396
27,850
Current liabilities
–
Trade creditors
–
Other creditors and accruals
(545)
(434)
(1,061)
(1,981)
(2,893)
(1,492)
(3,595)
(6,445)
(8,656)
(13,481)
–
Hire purchase creditors
(80)
(102)
(59)
(56)
(149)
–
Amount owing to shareholders
(91)
(122)
(13)
(15)
–
Amount owing to director
–
Deferred income
–
Provision for taxation
–
Term loans
–
Bank overdrafts
–
Dividends payable
(4)
—
—
—
—
—
(1,574)
(1,634)
(1,040)
(1,098)
(1,033)
(42)
(768)
(602)
(462)
(305)
(1,015)
(12,501)
—
—
(69)
—
—
—
—
—
(500)
—
(478)
—
(5,000)
(3,897)
(6,655)
(9,720)
(13,283)
(35,840)
2,499
6,942
8,991
10,113
(7,990)
(2,320)
(2,399)
(4,735)
(4,812)
(11,139)
11,473
14,927
16,964
24,558
11,142
Share capital
2,600
2,600
2,600
2,600
2,600
Share premium
2,469
2,469
2,469
2,469
2,469
Revenue reserves
6,659
10,125
16,800
23,953
10,102
(5,014)
(4,736)
(4,727)
Net current assets/(liabilities)
Non-current liabilities
Other reserves
(255)
Shareholders’ equity
Minority interests
NTA per Share (cents)
(2)
(267)
11,473
14,927
16,855
24,286
10,444
—
—
109
272
698
11,473
14,927
16,964
24,558
11,142
4.32
5.68
6.47
9.33
4.02
Notes:(1) The financial positions of the Proforma Group for the periods under review have been prepared on the basis that the
Proforma Group had been in existence throughout the periods under review.
(2) For comparative purposes, the NTA per Share is calculated based on the pre-flotation share capital of 260,000,000
Shares.
38
Past Performance by Activity
Turnover by Activity
($’000)
FY 95
FY 96
FY 97
FY 98
FY 99
Rubber
14,668
17,918
21,314
20,127
21,355
110
192
350
1,657
4,968
14,778
18,110
21,664
21,784
26,323
FY 95
FY 96
FY 97
FY 98
FY 99
3,433
4,857
9,450
7,862
9,957
26
54
117
471
1,532
3,459
4,911
9,567
8,333
11,489
Chemical and food
Profit Before Tax (“PBT”) by Activity
($’000)
Rubber
Chemical and food
PBT Margin by Activity
(%)
FY 95
FY 96
FY 97
FY 98
FY 99
Rubber
23.40
27.11
44.34
39.06
46.63
Chemical and food
23.64
28.13
33.43
28.42
30.84
($’000)
FY 95
FY 96
FY 97
FY 98
FY 99
Rubber
17,558
23,727
30,911
39,409
47,152
132
254
508
3,244
10,969
17,690
23,981
31,419
42,653
58,121
Assets Employed by Activity
Chemical and food
Past Performance by Geographical Region
Turnover by Geographical Region
($’000)
FY 95
FY 96
FY 97
FY 98
FY 99
US and Europe
11,637
14,144
15,107
12,479
13,082
3,141
3,966
6,557
9,305
13,241
14,778
18,110
21,664
21,784
26,323
($’000)
FY 95
FY 96
FY 97
FY 98
FY 99
US and Europe
2,706
3,915
6,922
4,979
5,760
753
996
2,645
3,354
5,729
3,459
4,911
9,567
8,333
11,489
Asia Pacific
PBT by Geographical Region
Asia Pacific
PBT Margin by Geographical Region
(%)
FY 95
FY 96
FY 97
FY 98
FY 99
US and Europe
23.25
27.68
45.82
39.90
44.03
Asia Pacific
23.97
25.11
40.34
36.05
43.27
39
REVIEW OF PAST OPERATING RESULTS
Overview
We provide IBC packaging logistics system on a rental basis to our customers. Tyre manufacturers
in the rubber industry account for approximately 92.9% of our sales between FY 95 to FY 99.
However, in FY 98 and FY 99, the rubber industry account for approximately 92.4% and 81.1% of
our sales respectively. The gradual decline in our sales contribution from the rubber industry was
largely due to our diversification into other industries, namely, synthetic rubber, tomato paste, juice
concentrates, edible oils and lubricants. We have collectively referred to such cargoes as “chemical
and food”.
Revenue
We derive our revenue from leasing our IBCs to customers either on a term or trip arrangement.
Term lease is usually for a minimum period of one year where the customer is billed for a flat lease
rental. Trip lease is based on the elapsed time between delivering the IBCs at the place of demand
and collection at the place of return. The customers are billed an applicable trip lease rate that
varies from shipment to shipment, depending on the total number of days per trip and the geographical
location for the collection of empty IBCs. Currently, over 90% of our revenue is derived from trip
leases. However, as our chemical and food revenue increases, we would expect a higher proportion
of term leases because customers from these industries prefer term leases to trip leases. Factors
that can affect our revenue include:(a)
Our ability to secure long term contracts with our customers for long term use of our IBCs.
(b)
Presently, each of our IBCs has an average utilisation rate of approximately three roundtrips
(from customer designated locations for loading and discharging to delivery to the next location
of demand) per year. Any increase in utilisation rate would increase our revenue owing to
increased revenue generated per IBC unit. On the other hand, any decrease in utilisation rate
would adversely affect our revenue.
(c)
Our ability to generate revenue depends upon the availability of IBCs in meeting our customers’
requirements. Shortages of IBCs or slow turnaround time, due to damages, delays in shipment,
shortfall in production or collection delays, would result in revenue foregone.
(d)
From time to time, we give discounts on our lease rates to our long term customers in the
rubber industry in return for increased volume commitments. Any decrease in lease rates that
is not compensated by an equal or greater increase in lease volume would affect our revenue.
Cost of sales
Our cost of sales includes freight and handling charges, depreciation costs, accessories, warehousing
costs and repair and maintenance expenses. Our largest cost item is freight and handling charges,
which accounted for an average of 70% of cost of sales for the five years from FY 95 to FY 99.
Depreciation accounts for an average of 23% of our cost of sales over the same period.
Freight and handling charges is a major cost component because we transport our IBCs from
customers’ points of discharge to the next customers’ designated locations via third party shipping
lines in support of our global trip lease programme. Freight and handling charges decreased from
79.6% of cost of sales in FY 98 to 64.2% of cost of sales in FY 99 due to the Asian economic crisis
and increase in our business volume which allowed our Group to negotiate for significant freight rate
reductions with shipping lines.
40
Steel is the main raw material for the production of our IBCs and accounts for 59% of the total
production cost of each IBC. We capitalise the costs of production of our IBCs as fixed assets and
depreciate these IBCs over their useful lives. The depreciation of steel used in the manufacture of
IBCs represents approximately 14% of the cost of sales. These depreciation costs of our IBCs are
included in cost of sales, making it our second largest component of cost of sales. In FY 95 and FY
96, our average depreciation expense was about 32% of cost of sales. This depreciation expense
decreased to approximately 12% of cost of sales in FY 97, as a result of a change in the accounting
estimate for the useful lives of our IBCs. Based on improvements in the design, handling and
maintenance of our IBCs and durability of our IBCs, their estimated useful lives have been extended
from five years to ten years with effect from FY 97. As a result of the rapid increase in our IBC fleet
size and reduction of freight charges, depreciation charges for IBCs increased from 12% of cost of
sales in FY 97 to 23.9% of cost of sales in FY 99.
Factors that can affect our cost of sales include:(a)
Freight and handling charges for repositioning empty IBCs are paid by our Company whereas
freight and handling charges incurred for transportation of loaded IBCs under customers’
instructions are borne by the customers in addition to the lease rates paid for our IBCs. Our
customers usually ship their cargoes from Asia Pacific to US and Europe. Therefore, our cost
for repositioning our IBCs are dependent on freight rates for Asia bound routes. As US and
Europe are net importers, freight from US and Europe to Asia is usually lower than for the
opposite direction. Shipping lines would give discounts to Asia bound routes as the region has
greater demand for empty shipping containers. In addition, we are able to obtain bulk discounts
when we achieve higher shipment volume. We also make provisions for the cost of repositioning
all our IBCs that have been positioned at customers’ designated locations. Upon payment for
repositioning freight and handling charges, this provision, which is included in current liabilities,
would be reduced. Since logistics and shipping is a major operational component to our IBC
leasing business, any material fluctuations in the freight and handling rates would affect our
cost of sales.
(b)
Steel constitutes about 67% of the raw material cost of an IBC and is therefore a major cost
component of our production and depreciation costs. To date, the Group has not experienced
any material adverse fluctuations in steel prices, however, any significant increase in the price
of steel would increase the cost of our IBCs and thus increase our depreciation charge and
cost of sales.
(c)
Our diversification efforts would increase cost of sales as we expand our IBC logistics network.
When we diversify into new markets, we would incur more freight and handling costs for the
delivery and collection of empty IBC units as we have yet to build up our IBC fleet in these
locations. Our PBT margins for chemical and food activities from FY 97 to FY 99 is on average
about 12.4 percentage points lower than our PBT margins for rubber activities for the same
period, corresponding to our diversification efforts in the chemical and food industries.
General expenses and overheads
Our general expenses and overheads comprise payroll and employee related costs, marketing and
sales promotion expenses, office expenses and telecommunication costs. General expenses and
overheads grew from 17.1% of turnover in FY 95 to 21.1% of turnover in FY 99. This increase was
due to an increase in manpower as we expanded our operations. We recruited more professionals
for our diversification efforts in other industries and also for our overseas offices in FY 98 and FY
99.
FY 97 to FY 98
Turnover increased by $0.1 million from $21.7 million in FY 97 to $21.8 million in FY 98. Although
our turnover in Asia Pacific increased by $2.7 million, this increase was partly offset by a $2.6
million decrease in turnover in US and Europe. New customers in the Asia Pacific region and our
diversification into the chemical and food industries contributed to the increase in turnover in Asia
Pacific. However, our US customers were able to obtain a 23.6% reduction in lease rates due to
volume discounts given by us, causing turnover in US and Europe to decrease.
41
Profit before tax decreased by 13.5% from $9.6 million in FY 97 to $8.3 million in FY 98 mainly due
to the effects of lower foreign exchange gains in FY 98. Out of the $9.6 million profit before tax in
FY 97, there was a foreign exchange gain of $2.4 million. However, in FY 98, our foreign exchange
gain was only about $658,000. Had the effects of foreign exchange gains been excluded, profit
before tax for FY 97 and FY 98 would have been $7.2 million and $7.6 million respectively. This
increase in adjusted profit before tax was mainly due to a 36.9% reduction in freight and handling
charges for repositioning IBC. This was due to discounted rates given by shipping lines in FY 98 for
volume discounts due to a 33% increase in volume and an 18% decrease in freight rates for US to
Far East shipments. In addition, net interest income increased from $0.3 million in FY 97 to
approximately $1 million in FY 98 as a result of our surplus cash position.
The effective tax rate of our Group decreased from 25% in FY 97 to 2.5% in FY 98 as our Company
obtained a concessionary tax rate of 10% on its overseas income in FY 98 while income from
Singapore is taxed at the normal corporate tax rate of 26%. Since FY 98, our Company qualifies for
the 10% concessionary tax rate under Section 43(I) of the Income Tax Act (concessionary rate of tax
for offshore leasing of machinery and plant) upon satisfying certain stipulated conditions. This
concessionary tax rate is only applicable to overseas lease income and for as long as our Company
satisfies those stipulated conditions. As the proportion of our Company’s income from overseas
activities increased, the proportion of our deferred tax liabilities expected to crystallise at a rate of
10%, as opposed to 26%, also increased, resulting in a deferred tax credit of $1.0 million. The
average effective tax rate of our Group reduced to 2.5% in FY 98 as a result of this deferred tax
credit.
FY 98 to FY 99
Turnover increased by 20.6% from $21.8 million in FY 98 to $26.3 million in FY 99 mainly due to
rapid growth in the chemical and food industries. This increase in turnover was despite a 7% decrease
in lease rates in FY 99 as our sales volume increased by 27.4% from FY 98 to FY 99. Turnover from
leases to our customers in the chemical and food industries grew from $1.7 million in FY 98 to $5
million in FY 99 due to new businesses derived from edible oils, tomato paste and chemicals customers
in the Asia Pacific region. Apart from the contributions by our chemical and food customers, increase
in turnover was also partly contributed by a new major tyre manufacturing customer in the Asia
Pacific region. Correspondingly, the turnover from Asia Pacific grew by $3.9 million from $9.3 million
in FY 98 to $13.2 million in FY 99.
Profit before tax increased by 38.6% from $8.3 million in FY 98 to $11.5 million in FY 99. This
increase was primarily contributed by a 37.5% reduction in freight and handling charges per IBC in
FY 99. Our shipment volume increased by 27% from FY 98 and freight rates for Asia bound shipments
decreased by 29% on average from that of FY 98, resulting in a reduction of freight and handling
charges. This freight rate reduction was substantial enough to offset the increase in salary and
payroll related expenses, which rose by 25%, from $2 million in FY 98 to $2.5 million in FY 99,
arising from continued expansion. Foreign exchange gains for FY 99 was about $666,000 compared
to $658,000 in FY 98. Net interest income decreased from approximately $1 million in FY 98 to $0.4
million in FY 99 as a result of lower cash position caused by the increase in steel purchases and
interest paid on bank borrowings.
The effective tax rate of our Group was about 6.5% in FY 99 as a result of a further increase in the
proportion of overseas lease income, which was taxed at the concessionary rate of 10%, as opposed
to 26%, resulting in a further deferred tax credit of $0.8 million in respect of deferred tax liabilities
brought forward.
42
REVIEW OF PAST FINANCIAL POSITIONS
Fixed assets
Our Group’s fixed assets comprise mainly of IBCs. From FY 95 to FY 96, fixed assets decreased by
about 8.1% from $11.1 million to $10.2 million respectively due to depreciation of the IBCs. Fixed
assets increased by 24.5% from $10.2 million in FY 96 to $12.7 million in FY 97 due to the increase
in our IBC fleet. Based on improvements in the design, handling and maintenance of our IBCs, the
durability of our IBC was noted to be longer than its estimated useful life of five years. The change
in accounting estimate in FY 97 of our IBCs’ useful lives from five years to ten years to better reflect
the actual life span of our IBCs also contributed to the increase in net book value of fixed assets.
The increase in fixed assets in FY 98 and FY 99 was mainly due to the increase in our IBC fleet. As
at 31 December 1999, we had about 280,000 units of IBCs.
Current Assets
Our current assets comprise stocks, trade debtors, other debtors, deposits and prepayments, advance
to customer, amount owing by holding company, amounts owing by affiliated companies and cash at
banks and in hand. Our current assets increased by 4.4 times from $6.4 million in FY 95 to $27.9
million in FY 99. The increase in current assets corresponded with the higher turnover of $26.3
million in FY 99 from $14.8 million in FY 95. Debtors increased from $4.4 million in FY 95 to $5.9
million in FY 99, in line with the increase in turnover. Improvements in collection of debts reduced
debtor turnover from 108 days in FY 95 to 80 days in FY 99. Stocks increased from $0.8 million in
FY 95 to $4.2 million in FY 99 as a result of increase in the purchase of steel to meet our IBC
production requirements. Other debtors, deposits and prepayments increased from $0.3 million in FY
95 to $3.2 million in FY 99 largely due to increase in amounts owing by contract manufacturers for
steel purchases made on their behalf. The advance to customer of $0.7 million in FY 99 was a short
term loan given to a customer in Korea for equipping their plant to handle our Goodpack IBCs.
Regular quarterly repayments of $184,000 have been received and we do not foresee any problem
in collection. Our cash increased from $0.8 million in FY 95 to $13.4 million in FY 99, largely due to
surplus cash generated from operations.
Current Liabilities
Our current liabilities comprise trade creditors, other creditors and accruals, hire purchase creditors,
amount owing to shareholders, amount owing to director, deferred income, provision for taxation,
term loans, bank overdrafts and dividends payable. From FY 95 to FY 99, current liabilities increased
from $3.9 million to $35.8 million. Trade creditors increased by $2.3 million from FY 95 to FY 99 due
to the increase in revenue as greater costs were incurred in line with our growth in business volume.
Provision for freight and handling charges for repositioning our IBCs increased from $0.8 million in
FY 95 to $5.2 million in FY 99 due to increased lease activities of our IBCs. The increase was in line
with revenue as the volume of IBCs requiring repositioning increased. In addition, provision for repairs
and maintenance increased by $1 million during the same period in line with the increase in our IBC
fleet size. Increase in accruals of $3 million relating to the purchase of steel to meet our Group’s
production demands also contributed to the increase in current liabilities. Other creditors increased
by $3 million from FY 95 to FY 99 due to the increased activities of the Group. As at 31 December
1999, our Group had a short term bank loan of $12 million taken up for the payment of Special
Dividends and an accrual of $5 million for the Special Dividends.
Non-current liabilities
Our Group’s non-current liabilities comprise mainly of deferred taxation and long term bank loan.
Non-current liabilities increased from $2.3 million in FY 95 to $11.1 million in FY 99 mainly due to an
increase in provision for deferred taxation of $5 million. In addition, our Group took on a new loan of
$6 million in FY 99 for the payment of Special Dividends.
43
Shareholders’ equity
Shareholders’ equity comprise share capital, share premium, revenue reserves and other reserves.
In the past five financial years, shareholders’ equity has been increasing as a result of the increase
in retained profits. In FY 97, there was a negative other reserves of $5 million arising from exchange
translation loss on consolidation of foreign subsidiaries. Share premium of approximately $2.5 million
was due to the issue of 100,000 new ordinary shares of $1.00 each in Goodpack at a premium of
$24.6884 per ordinary share in consideration for the acquisition by our Company of a 20% interest
in Goodpack Manufacturing from Mr Uthai Srichai in FY 98.
Foreign Currency Exchange Exposure
Our foreign exchange gains for the last three years are shown below:FY 97
FY 98
FY 99
Foreign Exchange Gain ($’000)
2,363
658
666
Percentage of Sales (%)
10.91
3.02
2.53
For the last three years, approximately 17% of our sales have been denominated in foreign currencies,
predominantly in US dollars. The remaining 83% of our sales were denominated in Singapore dollars.
However, approximately 40%, 21% and 14% of our purchases and other expenses were incurred in
US dollars, Thai Baht and other foreign currencies, respectively. Our substantial foreign exchange
gain in FY 97 was mainly attributable to the depreciation of the Thai Baht against Singapore dollars
during the Asian economic crisis as less Singapore dollars was required to pay for the same Thai
Baht denominated liabilities. The foreign exchange gains in FY 98 and FY 99 were largely due to the
repayment of an outstanding US dollar denominated loan by Goodpack Korea. The appreciation of
the Korean Won against the USD during the period resulted in a smaller amount of Korean Won
being used to repay the USD denominated loan, thereby resulting in a foreign exchange gain being
recorded.
To manage our foreign currency exchange exposure due to the imbalance of foreign currency
denominated inflows and outflows, we enter into forward contracts. These forward contracts give us
the certainty of exchange rates and thus reduce our risks in foreign exchange exposure arising from
fluctuations in exchange rates. In addition, we have and are in the process of converting some of our
Singapore dollar denominated revenue into US dollars denominated revenue. This may increase our
future foreign currency exchange exposure and risks associated with any potential fluctuations in the
exchange rate between US dollars and Singapore dollars. We would enter into forward exchange
contracts, where necessary, to reduce our US dollar exchange exposure, taking into considerations
the foreign currency amount, exposure period and transaction costs.
LIQUIDITY AND CAPITAL RESOURCES
Our cash generated from operations is mainly from the leasing of our IBCs to our customers.
Our principal uses of cash have been for meeting operating expenses, principally freight and handling
charges, staff related costs and general and administrative costs as well as the direct labour costs
for the manufacture of our IBCs. Our costs of raw materials and capital expenditure have been
financed by cash generated from operations and bank borrowings. As at 31 December 1999, our
consolidated cash and cash equivalents (cash on hand and in banks and fixed deposits at banks)
amounted to $13.4 million. In our opinion, we have sufficient working capital for our present
requirements.
As at 31 December 1999, we had bank borrowings of $19 million, comprising $6 million long term
secured loans and $13 million short term secured loans. Of the $13 million short term loans, $12
million will be repaid with part of the proceeds from the Invitation. Based on our shareholders’ equity
of $10.4 million as at 31 December 1999, our bank gearing was 1.83 times. Assuming that the $12
million short term loan had been repaid as at 31 December 1999, our gearing would have been 0.67
times. We have been able to service our loan repayment commitments on a timely scheduled basis.
As at 31 December 1999, our bankers’ guarantee amounted to $0.51 million.
44
DIVIDENDS
In FY 99, our Directors declared tax exempt Special Dividends amounting to $23 million. The payment
of dividends for the financial year ended 31 December 1999 should not be taken as an indication of
our future dividend policy. Our future dividend policy will depend on our operating results, financial
condition, other cash requirements including capital expenditure, the terms of our borrowing
arrangements (if any), and other factors deemed relevant by our Directors. There can be no assurance
that dividends will be paid in the future or as to the amount or timing of any dividends that are to be
paid in the future.
PROSPECTS AND FUTURE PLANS
Prospects
We are confident of our growth prospects. Barring unforeseen circumstances, we expect our business
volume to increase on the following grounds:(a)
Diversification into liquid cargoes and synthetic rubber markets
Our IBCs are environment-friendly and has wide ranging application for products and cargoes
that are shipping in semi-bulk in either solid or liquid form. Due to the cost saving benefits that
we are able to offer, we have successfully diversified into the following industries, which possess
enormous market size and present strong revenue potential as well as the opportunity for long
term growth. In particular, we expect to see significant breakthrough for the tomato paste industry
in year 2000 as we have been actively sourcing for more business in this area.
The estimated global production of the products that can be packed in our IBCs are as follows:
Estimated global production – tonnes per year
- Synthetic Rubber
10 million1
- Tomato Paste
5 million2
- Juices and Concentrates
4 million3
- Edible Oil
80 million4
- Lubricant
20 million5
These target industries collectively have a total market size of 119 million tonnes or equivalent
to 85 million units of Goopack IBC in their annual production outputs. As at 31 May 2000, our
IBC fleet size is 318,000 units.
(b)
Further increase in our market share of the rubber business segment
We have a track record in the provision of logistics packaging system for technically specified
rubber which has an annual world output of about three million tonnes.1 As at 31 December
1999, more than 20% of the world’s output of technically specified rubber are transported in
our IBCs and we believe, given the above, that our IBC has become the accepted mode of
material handling system in the rubber industry. By extending our services to more tyre
manufacturers and increasing our sales to current tyre manufacturing customers, we expect to
increase our market share further in this industry.
Sources:1 International Rubber Study Group. Rubber Statistical Bulletin, Vol 53, No 9, June 1999
2 Tomato News, Vol 111, July/August 1999
3 National Agriculture Statistics Service & US Department of Commerce, Bureau of Census, World Horticulture
Trade & US Export Opportunity, May 1999
4 Bridge Commodity Research Bureau, the CRB Commodity Year Book 1998
5 Oil & Gas Journal, 21 December 1998.
45
(c)
Expand the scope of logistics service
We provide international drop off and collection service of empty IBC units from end users’
locations after the packaged cargoes have been discharged and their delivery to the next
location of demand to support our IBC leasing program on a global scale. This differentiated
service enables our customers to hire and dehire our IBCs anywhere in the world to their
convenience. As more and more businesses are streamlining their supply chains looking for a
more integrated process, we see a window of opportunity for us to enlarge our present logistics
capability to play the role of a lead logistics manager managing our customers’ supply pipeline.
As a logistics integrator, we can assemble a best of breed system and process working with a
group of strategic vendor partners to provide a one-stop logistics solution from packaging to
the final delivery of products at the destination doors.
(d)
Increase the utilization of our IBCs
Presently, one IBC unit makes an average of 3 roundtrips (from customer designated locations
for loading and discharging to delivery to the next location of demand) per year. By reducing
the frequency of empty back haul units to our warehouses through enhancing and improvements
to our logistics process, we would not only be able to increase the efficiency and effectiveness
of each IBC unit but also to reduce freight costs associated with empty back haul shipments.
With our business expansion strategically targeted at destinations stored with numerous empty
IBCs and our continuous effort in refining the present logistical flow, we are confident to improve
the utilization rate of our IBCs. Thus, we would not only have a more reliable and responsive
service but also increase the average revenue generated per unit of IBC.
Future Plans
In addition to the business plans highlighted in the preceding section headed “Prospects”, the following
are our on-going and future plans:-
Expanding our marketing network
In line with our plan to strategically expand our business, targeting industries highlighted in the
preceding section “Prospects”, we will be setting up a European and a South American office as well
as increasing our presence in the USA by recruiting additional industry specialists and professionals
in year 2000. Sales offices in other strategically suitable countries will also be established.
Increase our fleet of IBCs
In line with our business expansion, we shall continue to produce more IBCs to support expected
increase in demands. In conjunction with a wider market reach arising from our business expansion,
we expect to realise further economy of scale from the logistics operation arising from our increased
business volume and enlarged IBC fleet size. We plan to start production of our IBCs at Goodpack
Bangkok by end of 2000. In addition, we are in the final stages of negotiation with a new contract
manufacturer and have asked our existing contract manufacturer to increase the production of our
IBCs.
Customised integrated logistics solution
It is our strategic vision to provide a customised door-to-door integrated logistics service, including
co-ordinating the trucking, shipping and delivery requirements of our customers to meet their needs
with our returnable packaging system. It is not our intent to become a third party logistics provider
but to maintain the role of a lead logistics manager, working with a group of vendor partners to
provide a one-stop logistics solution for the semi-bulk cargoes industry.
E-commerce and supply chain management
We intend to create an electronic community to provide a platform for trading among businesses.
We will be the logistics integrator by linking various strategic business partners to our customers so
as to provide a more efficient, expedient and seamless work flow.
46
We have completed our feasibility study and are currently developing an electronic community network
for the natural rubber industry to provide a business-to-business link for all the trading parties and
are in the process of inviting certain key players in the rubber industry to join our electronic community.
This network will facilitate workflow, as it will allow our customers’ orders and shipments to be
processed online. We believe that this intended system will provide us with a long-term business
growth opportunity. We intend to replicate similar systems for our chemical and food customers at
the appropriate time. In order to implement this intended system, we have recuited a global logistics
manager for this e-commerce and supply chain project and will be recruiting more professionals with
the relevant technical expertise to support this project. We will also outsource certain professional
services, when necessary, to support this project. Barring unforeseen circumstances, our Group
expects to implement the system in several phases over the next nine months from the date of this
Prospectus.
MAJOR SUPPLIERS
The suppliers accounting for 5% or more of our Group’s purchases during each of the past three
financial years are set out below:-
Supplier
Percentage of Total Purchases
FY 97
FY 98
FY 99
APL Co. Pte Ltd
32.72
22.99
14.33
Itochu Steel Asia Pte Ltd
9.16
23.30
20.14
Air Marine Express Trans Corp.
1.53
5.72
3.15
—
—
18.64
Forbes Industries Sdn. Bhd.
APL Co. Pte Ltd (“APL”), a subsidiary of Neptune Orient Lines Limited, provides shipping services to
our Group for the positioning and delivery of empty IBCs worldwide. APL is our strategic business
partner as it is our IBCs’ primary carrier. Purchases from APL declined from 32.7% in FY 97 to
14.3% in FY 99 as a result of reduction in freight rates over the past years and a change in the
purchase mix as we started to buy more steel to meet our IBC volume demand.
Itochu Steel Asia Pte Ltd, a major Japanese steel trader, is one of our main steel suppliers. Steel is
the main component for the production of our IBCs. The purchase of steel increased from FY 97 to
FY 99 in line with our increased production of IBCs during these periods.
Air Marine Express Trans Corp. is a freight forwarding company in Korea, which provides local
freight and handling services for Goodpack Korea. Forbes Industries Sdn. Bhd. is one of our contract
manufacturers. For further details of our contract manufacturers, please refer to page 36 of this
Prospectus.
On an average basis, we are given 30 days credit terms by our suppliers to fulfil our credit obligations.
None of the Directors or substantial shareholders of our Company has any interest, direct or indirect,
in any of the above suppliers.
47
MAJOR CUSTOMERS
The customers accounting for 5% or more of our Group’s turnover during each of the past three
financial years are listed below. Customers who are related to one another have been grouped
together and treated as a single customer.
Customer
FY 97
Percentage of Total Sales
FY 98
FY 99
Goodyear Orient Co. Pte Ltd (“Goodyear”)
62.6
47.5
36.5
Hankook Tire Mfg Co. Ltd (“Hankook”)
13.5
20.1
17.2
The Yokohama Rubber Co., Ltd (“Yokohama”)
13.9
12.2
7.7
Continental Aktiengesellschaft (“Continental”)
6.0
7.8
9.2
Bridgestone Corporation (“Bridgestone”)
—
2.8
9.1
The major customers of our Group are well known tyre manufacturers who consume about 70%1 of
the global production of natural rubber for their tyre production.
Goodyear, one of the largest tyre companies in the world, is our first IBC customer. As the volume
of our sales increased through additions of new customers, the proportion of sales to Goodyear
gradually decreased to 36.5% in FY 99. In addition, the rates charged to Goodyear have also
decreased resulting in a lower percentage of contribution by Goodyear to total turnover.
Yokohama and Continental have been our customers since 1992.
We grant an average credit term of 30 days from invoice date to our customers. However, our billing
process is such that invoices are only issued upon receipt of shipping documents. As a result, the
effective credit period is more than 60 days. We have not experienced any major collection problems,
as most of our customers are well established companies.
None of the Directors or substantial shareholders of our Company has any interest, direct or indirect,
in any of the above customers.
COMPETITION
Our competition comes from existing packaging system and material suppliers, other IBC suppliers
and to a certain extent against the ISO-tank and flexi-tank operators. As our IBC is suitable for
packing both solid and liquid cargoes, the competition we face can be categorised into two primary
markets, that is, liquid cargoes and solid cargoes.
Liquid cargoes
Conventional Packing Materials
The conventional packing material for liquid cargoes is 200 litre steel drums.
Our IBCs offer advantages against steel drums in the following areas:–
Payload
One Goodpack IBC can carry up to 1.4 tonnes of cargo, depending on the specific density of
the product contained within. 16 fully loaded units of Goodpack IBCs, packed into a 20-foot
ISO shipping container, would give a product payload of 22.4 tonnes. Typically, 80 units of
steel drums can be packed into a 20-foot ISO shipping container giving a payload of only 16
tonnes. As shippers pay Full Container Load (“FCL”) freight rates, the improved payload has
effectively reduced the freight costs per tonne.
1
Fox Market Wire, Wednesday, 24 November 1999.
48
–
Space utilisation
Empty Goodpack IBCs can be nested into a tower of 22 on a foot print area of 1.7 sq m. As
each IBC is equivalent to 7 units of steel drums in terms of capacity, this effectively represents
an equivalent of 154 units of empty steel drums in storage. Generally, empty steel drums are
placed in four units to a pallet of 1.2m x 1m size and stacking at four pallets high. This works
out to 16 empty drums in storage over a foot print area of 1.2 sq m. For comparison purposes,
22 IBCs with an equivalent of 154 steel drum over a storage foot print of 1.7 sq m works out
to 15.5 IBCs or an equivalent of 109 steel drums over a foot print area of 1.2 sq m. This
represents a tremendously improvement in space utilisation from 16-empty drum units to an
equivalent 109-empty drum units over the same foot print area or about 85% savings in storage
space and its related costs.
Using the same rationale above, there is an improvement in space usage and related facility
costs of up to 19% between the Goodpack IBC and steel drum when loaded with cargo. Such
saving is derived as we compare four loaded Goodpack IBCs stacked in column or 28 steel
drums equivalent over an area of 1.7 sq m. (or 19 steel drums over an area of 1.2 sq m.) visà-vis 16 units of steel drum with 4 drums per pallet stacked at 4-high over the same area of
1.2 sq m.
–
Waste and disposal cost
In many developed countries, organisations have to incur expenses to remove used empty
steel drums after the cargoes have been discharged. The Goodpack IBC, which advocates the
concept of reverse logistics, is a returnable packaging system and has effectively taken away
the problem of disposal of packaging material for the customers.
Other IBC systems
Our main competitors are Schultz Werke GMBH & Co. KG, Royal Packaging Industries
N.V., TNT Pallecon Systems, MacMillian Bloedel Bulk Packaging and Hoover Materials
Group, Inc. as well as the wooden crates and boxes commonly used in the tomato paste
concentrates industries. Our Directors believe that these competitors do not pack natural
Van Leer
Handling
and juice
rubber.
With the exception of TNT Pallecon Systems, which is our main competitor in the Australian market,
these IBC competitors only sell their containers and related packaging systems and do not engage
in the rental and leasing business. Although Hoover of USA has started the leasing business with a
small fleet in recent years, its primary focus is on hazardous liquid cargoes for the USA domestic
market, which is not our target market. Wooden crates and boxes are often associated with the
problem of contamination caused by untreated wood. Thus, wooden crates and boxes have been
seen by the food industry as a less desirable system that may be replaced ultimately.
Our Directors believe that we have the following competitive advantages to compete effectively against
these IBC companies:–
Global leasing arrangement.
The leasing program operated by other IBC companies is very much limited to a regional basis
due to their smaller fleet size and lack of an efficient distribution infrastructure for the positioning
of IBC units globally. We currently have a fleet size exceeding 318,000 IBCs and have an
established worldwide network to support customers globally. The global leasing program offered
by us enables our customers to hire and de-hire our IBCs in any location at their convenience.
–
Differentiated product features.
Our IBC is nestable and stackable. These unique features offer costs advantages against other
IBC systems in terms of space and storage costs, cost of repositioning of empty units and
handling and setting up costs.
49
–
Price leadership.
Depending on quality and purpose of usage, many IBC systems sold by our competitors cost
from US$100 to US$1,200 each and many of these products in the lower price range are
meant for one-way trip use. Our IBCs are a simple but purposeful returnable packaging system
which is built with the objective of offering a cheaper packaging solution through innovative
product features, like nestability, stackability and ease of mechanical handling and processes,
such as the global leasing scheme.
–
Bigger capacity per unit.
Most IBCs in the market are of 1 tonne or 1,000 litre capacity. Our IBCs stand out among other
systems as it offers 1.4 tons or 1,400 litre capacity. This has created a cost advantage over the
competition with the cost of packaging per tonne being the lowest.
ISO Tank and Flexi-tank operators
Both ISO tank and Flexi-tank are 20-tonne packaging systems. Conventionally, they are used in bulk
volume shipment. However, high equipment costs, problems with availability, capital commitment in
building shore storage tanks and high costs of operation, lead to increasing interest from different
industries looking at using IBCs as an alternative packaging system.
Solid cargoes
Many solid cargoes include powder and grain products are packed in wood bins, aluminium containers,
corrugated carton boxes, shrinkwrap-on-pallets as well as the one-tonne flexi-bag.
Our IBCs are more cost efficient, as they are reusable and returnable while the above are single use
products. We are able to compete against these products as we have overall cost advantages which
include freight and handling savings, lower material rejects arising from contamination and lower
loss of product arising from improved storage and handling system.
Competitive Strengths
In addition to the unique features of the Goodpack IBC (nestability, stackability, ease of mechanical
handling, large load carrying capacity, reusability) discussed earlier on pages 28 to 32 of this
Prospectus, our Directors consider the following to be our Group’s competitive strengths:-
Established Customer Base
Our customers have since grown from a single customer in 1990 to more than 80 regular customers
as at 31 December 1999. Our customer base comprises mainly of major tyre manufacturers such as
Goodyear, Yokohama, Continental, Hankook and Bridgestone with up to 79.7% of our sales for the
year ended 31 December 1999 attributable to these repeat customers. Over the years, we have
expanded our scope of business to include the packing of tomato paste as well as other liquid
cargoes and our customers also include Cedenco, Campbell, Heinz, SK Foods and Soon Soon.
Strong Management Team
Our Group is professionally run by an experienced management team, and headed by Mr Lam
Choon Sen David @ Lam Kwok Kwong, our Chairman and Managing Director. He is also the original
patent holder of the Goodpack IBC and founder of the Goodpack Group. Each member of our
management team has an average of 15 years of experience in his or her respective fields.
50
Niche Market Player
Our IBCs have slowly replaced wooden crates as the preferred packing medium for techincally
specified rubber. Accordingly, we have carved a niche in the packing of technically specified rubber
for the major tyre manufacturers. As of 31 December 1999, more than 20% of the world’s output in
technically specified rubber are shipped in our IBCs on the basis that our IBCs shipped over 600
tonnes of the global technically specified rubber output of approximately 3 million tonnes in FY 99.
As the demand for tyres is not known to be cyclical, sales to tyre manufacturers has become the
main stay of our business.
Value-added Service
For IBCs on a trip lease basis, we ensure the delivery of our IBCs to the suppliers of our customers
and collect the empty IBCs from our customers’ warehouses. Our worldwide network enables us to
service our customers wherever they and their suppliers are located. Thus, our customers need not
concern themselves with the collection and return of IBCs.
Environmentally Friendly Product
Our IBCs are designed for repetitive use and are completely reusable and recyclable. Made of steel,
our IBCs are environmentally friendly when compared to wooden boxes, which deplete natural
resources. Our IBCs eliminate the constant need of having to discard used timber packaging and
can assist companies to achieve the ISO 14000 requirement to reduce packaging waste.
INTERESTED PERSON TRANSACTIONS
The material interested person transactions undertaken by our Group within the last three financial
years are described below.
ARN Logistics Pty Ltd (“ARN Logistics”)
In the past, ARN Logistics had provided logistics services within Australia for Goodpack Australia.
These services included the provision of office facilities, storage, handling and distribution services.
In FY 98 and FY 99, transactions between ARN Logistics and Goodpack Australia amounted to
A$211,816 and A$297,316 respectively. The transactions were conducted on an arm’s length basis.
ARN Logistics is the holding company of Mahaco Pty Ltd, which owns 45% of Goodpack Australia.
Michael Thomas Lescai, a director of Goodpack Australia is also a director of ARN Logistics. Future
transactions between ARN Logistics and our Group will be reviewed by our Audit Committee to
ensure that they continue to be based on commercial terms and are not less favourable than those
offered by third party logistics operators and will be subject to compliance with the requirements of
the Listing Manual of the SGX-ST.
Loan to Pleasant Lane Sdn. Bhd. (“PLSB”)
PLSB is an investment holding company whose shareholders are Messrs Lam Choon Sen David @
Lam Kwok Kwong and Liew Yew Pin, both of whom are executive Directors of Goodpack. PLSB
holds an interest of 55% in the capital of HL-Aluminium Sdn. Bhd. (“HLA”), an investment holding
company, and Harom LPG Industries Sdn. Bhd. holds the remaining 45% interest. HLA is a party to
a joint venture, KM Fine Steel Sdn. Bhd. (“KMFS”), a manufacturer and trader of audio and visual
components, and holds a 49% interest in KMFS with Mitsui & Co., Ltd holding the remaining 51%
interest. Messrs Lam Choon Sen David @ Lam Kwok Kwong and Liew Yew Pin are not involved in
the management of HLA and KMFS.
51
In July 1996, Goodpack granted an interest-free unsecured loan of approximately RM1.1 million to
PLSB for investment in HLA which in turn invested such sum in KMFS. As KMFS was loss-making,
there were no funds available to HLA and PLSB to repay the loan from Goodpack. This advance
was devalued to take into account the weaker Malaysian ringgit as at 31 December 1997. The loan
was fully repaid by Mr Lam Choon Sen David @ Lam Kwok Kwong on 20 June 2000.
Acquisition of Singkor Investment
On 30 December 1999, our Company acquired two ordinary shares of $1.00 each in Singkor
Investment from Mr Lam Choon Sen David @ Lam Kwok Kwong and Mdm Liew Yat Fang for a
consideration of $1.00 per ordinary share. Singkor Investment then became the intermediate holding
company of Goodpack Korea and Goodpack divested 30% of Singkor Investment in equal portions
to two individuals, Alexander Young Uhan and Shon Jungil pursuant to a Share Sale Agreement
dated 29 July 1999 and a Joint Venture Agreement dated 29 July 1999. Mr Uhan is one of our
Executive Officers.
Purchase of Patent from Mr Lam Choon Sen David @ Lam Kwok Kwong
In 1990, Mr Lam Choon Sen David @ Lam Kwok Kwong, the inventor of our IBCs, sold and transferred
to Goodpack all of his right, title and interest in the patents and designs and the benefit of the patent
applications in relation to the IBC to Goodpack for the following consideration:Year
Payment
1990 – 1994
5% of audited net consolidated profits after deduction of tax and minority
interests of our Group
1995 – 1999
3% of audited net consolidated profits after deduction of tax and minority
interests of our Group
On 28 June 2000, Mr Lam Choon Sen David @ Lam Kwok Kwong entered into a service agreement,
effective retrospectively from 1 January 2000, with Goodpack pursuant to which he will receive an
annual performance bonus in consideration for the sale and transfer of the IBC patents. This Service
Agreement will replace the above agreement (Please refer to description under “Service Agreement”
on page 67 of this Prospectus).
Loan from DBS Bank to fund payment of Special Dividends
In December 1999 and May 2000, Goodpack paid a special tax exempt dividend in three tranches
amounting in aggregate to $23 million, out of the $47.6 million retained profit, to the then existing
shareholders of our Company in proportion to their respective equity interests. These shareholders
included Goodpack Holdings, DBS Bank, O,W&W Investments Limited, Dutch Asia Private Equity
Fund C.V., Polytek Trading (Singapore) Pte Ltd, Overseas Investment Nominees Private Limited,
Cosmic Insurance Corporation Limited, Messrs Lam Choon Sen David @ Lam Kwok Kwong and
Liew Yew Pin. The payment of the Special Dividend was partially funded using a term loan facility of
$18 million granted by DBS Bank pursuant to a Facility Agreement dated 25 November 1999. Under
a Deed of Debenture dated 25 November 1999, the loan is secured by a fixed charge over all of our
Company’s estates and other interests in leasehold, freehold and other immovable property and a
floating charge over the whole of the undertaking of our Company and all of our properties and
assets. Annual interest at the stipulated percentage above DBS Bank’s prime interest rate is payable
on all outstanding sums. Our Company intends to use $12 million of the proceeds from the Invitation
to partially repay the loan.
52
POTENTIAL CONFLICTS OF INTERESTS
D-Pack Pte Ltd (“D-Pack”)
D-Pack was incorporated on 4 January 1979 and its shareholders are Mr Lam Choon Sen David @
Lam Kwok Kwong and Mdm Liew Yat Fang who hold approximately 94% and 6% respectively of the
issued share capital of D-Pack. Both Mr Lam Choon Sen David @ Lam Kwok Kwong and Mdm Liew
Yat Fang are also Directors of Goodpack. D-Pack is currently engaged in the design and development
of a returnable packaging system for the hazardous chemicals industry.
Accordingly, our two Directors, Mr Lam and Mdm Liew, have potential conflicts of interests in view of
the similarity of D-Pack’s business with that of ours. Furthermore, there is no assurance that D-Pack
would not compete with us in other areas of business. The risk of their potential conflict of interest
is outlined in the section entitled “Risk Factors” on pages 13 to 17 of this Prospectus. However, our
Directors are of the view that the risk of a conflict of interest is mitigated for the following reasons:(a)
D-Pack containers are made of stainless steel, which is more expensive than the high tensile
steel used to manufacture IBCs. To be able to commercially exploit D-Pack successfully, it can
only be directed at industries which are willing to pay higher rates compared to IBCs;
(b)
The design of the D-Pack containers is rigid with no open top. It is a hexagonal closed box
with a screw cap opening and is unsuitable for packing solid cargo as compared with the IBCs
which can pack both solid and liquid cargoes;
(c)
D-Pack containers require costly preparation and maintenance such as specialised cleaning
and pressure testing before they may be safely used. Such costs will have to be passed on to
customers and accordingly, D-Pack containers will be less affordable than IBCs;
(d)
D-Pack containers have a volume of 1,200 litres each whilst IBCs have a volume of 1,400 litres
each;
(e)
D-Pack containers will be targeted at the hazardous chemicals industry whilst our IBCs are
targeted at industries such as technically specified rubber, synthetic rubber, tomato paste, juice
concentrates, edible oils, non-regulated chemicals and lubricants;
(f)
Although D-Pack containers can carry non-hazardous products, the high cost of production,
preparation and maintenance necessary make it less competitive than IBCs in the same markets.
Accordingly, our Directors consider that it is not commercially viable that D-Pack containers will
compete with our IBCs in the same markets for the same business. Furthermore, D-Pack’s focus is
principally in the hazardous chemicals industry. In any event, D-Pack containers have not been
commercially exploited yet.
In addition, Mr Lam Choon Sen David @ Lam Kwok Kwong and Mdm Liew Yat Fang (collectively, the
“Covenantors”) have each entered into separate deeds of undertaking with our Company both dated
28 June 2000 (the “D-Pack Deed”) whereby each of them have undertaken to procure that D-Pack
will not compete, directly or indirectly, with us in the business carried on or to be carried on by us in
the transportation of such solid or liquid cargoes carried by our IBCs in the markets where we carry
on or intend to carry on such business. This undertaking is for the duration of seven years.
Furthermore, each of them have undertaken to grant to the Company a first right of refusal to invest
in D-Pack if any of them divests any of their respective shareholdings in D-Pack or if D-Pack seeks
to issue equity securities or instruments or securities which are or may be convertible or exercisable
in consideration for the issue of equity securities of D-Pack (each such sale and/or issuance shall
hereinafter be referred to as the “Equity Transaction”). Under the D-Pack Deed, prior to inviting any
other person to participate in the Equity Transaction, the Covenantors shall serve notice to us providing
us with the following details:
(a)
the description of the securities to be sold or issued (“Equity Securities”) and the amount or
number thereof proposed to be sold or issued (as the case may be);
53
(b)
the proposed sale or issue price for the Equity Securities;
(c)
the proposed terms for the sale or issue of and governing of the Equity Securities;
(d)
reasonable details on the use of proceeds raised through the issuance of the Equity Securities
(if relevant); and
(e)
such other information which may reasonably be required for us to assess whether we should
invest in D-Pack.
We will have a 14-day period (the “Stand-off Period”) within which to inform the Covenantors if we
are interested in participating in the Equity Transaction. If we fail to respond within such period or if
we inform the Covenantors that we do not intend to participate in the Equity Transaction, the
Covenantors and/or D-Pack will be free to proceed with the Equity Transaction with other persons.
If we have responded that we are interested in participating in the Equity Transaction, we will be
provided with a further 90-day period (the “Assessment Period”) to carry out our due diligence
investigations, obtain advice from independent financial advisers and negotiate in good faith on the
terms of our participation in the Equity Transaction (including but not limited to the number or amount
of Equity Securities we will be acquiring and the price therefor) and obtain the approval of our
independent Directors for our proposed participation in the Equity Transaction. During both the Standoff Period and the Assessment Period, the Covenantors and D-Pack are prohibited from inviting or
soliciting other persons from participating in the Equity Transaction. Such prohibition will lapse upon
the expiry of Assessment Period.
Under the D-Pack Deed, the Covenantors shall procure that all discussions and negotiations during
the Assessment Period by them or D-Pack are carried out in utmost good faith with a view to
reaching an agreement on the terms of participation in the Equity Transaction, if commercially
agreeable between the parties, prior to the expiry of the Assessment Period.
Rollplat Pte Ltd (“Rollplat”)
Rollplat was incorporated on 2 October 1980 and its shareholders are Mr Lam Choon Sen David @
Lam Kwok Kwong, Mdm Liew Yat Fang, Messrs Tan Boon San and Cheong Seng Pah. Both Mr Lam
Choon Sen David @ Lam Kwok Kwong and Mdm Liew Yat Fang are Directors of Goodpack and hold
in aggregate 70% of the issued share capital of Rollplat whilst the remaining shareholders, Messrs
Tan Boon San and Cheong Seng Pah have no relationship or affiliation with our Group or our
Directors.
Rollplat is currently developing a foldable ocean container (“Rollplat container”) that is similar to
existing sea-going 20-foot containers used on container vessels except that it can be collapsed and
folded when empty. Our two Directors, Mr Lam and Mdm Liew may have potential conflicts of interests
as Rollplat and ourselves are both in the provision of containers-related business. Furthermore,
there is no assurance that Rollplat would not compete with us in other areas of business. The risk of
their potential conflict of interest is outlined in the section entitled “Risk Factors” on pages 13 to 17
of this Prospectus. However, our Directors are of the view that the risk of a conflict of interest is
mitigated for the following reasons:(a)
Rollplat containers are made of corten steel and have dimensions of about 6 metres in length,
2.4 metres in width, and 2.6 metres in height. Our IBCs are made of high tensile steel and are
approximately 1.5 metres in length, 1.2 metres in width and 1 metre in height;
(b)
Rollplat containers have a 21.7 tonne capacity whilst our IBCs can carry up to 1.4 tonnes;
(c)
The design and application of the Rollplat containers is similar to the ISO 20-foot containers
except that it is collapsible when empty;
(d)
Rollplat containers will be targeted at the shipping industry whilst IBCs are targeted at industries
such as technically specified rubber, synthetic rubber, tomato paste, juice concentrates, edible
oils, non-regulated chemicals and lubricants.
54
We currently do not expect any competition from Rollplat in relation to our overall business as
Rollplat containers are currently targeted at the shipping industry. In addition, Mr Lam Choon Sen
David @ Lam Kwok Kwong and Mdm Liew Yat Fang (collectively, the “Covenantors”) have each
entered into separate deeds of undertaking with our Company both dated 28 June 2000 (the “Rollplat
Deed”) whereby each of them have undertaken to procure that Rollplat will not compete, directly or
indirectly, with us in the business carried on or to be carried on by us in the transportation of such
solid or liquid cargoes carried by the our IBCs in the markets where we carry on or intends to carry
on such business. This undertaking is for the duration of seven years.
Furthermore, each of them have undertaken to grant to the Company a first right of refusal to invest
in Rollplat if any of them divests any of their respective shareholdings in Rollplat or if Rollplat seeks
to issue equity securities or instruments or securities which are or may be convertible or exercisable
in consideration for the issue of equity securities of Rollplat (each such sale and/or issuance shall
hereinafter be referred to as the “Equity Transaction”). Under the Rollplat Deed, prior to inviting any
other person to participate in the Equity Transaction, the Covenantors shall serve notice to us providing
us with the following details:
(a)
the description of the securities to be sold or issued (“Equity Securities”) and the amount or
number thereof proposed to be sold or issued (as the case may be);
(f)
the proposed sale or issue price for the Equity Securities;
(g)
the proposed terms for the sale or issue of and governing of the Equity Securities;
(h)
reasonable details on the use of proceeds raised through the issuance of the Equity Securities
(if relevant); and
(i)
such other information which may reasonably be required for us to assess whether we should
invest in Rollplat.
We will have a 14-day period (the “Stand-off Period”) to inform the Covenantors if we are interested
in participating in the Equity Transaction. If we fail to respond within such period or if we inform the
Covenantors that we do not intend to participate in the Equity Transaction, the Covenantors and/or
Rollplat will be free to proceed with the Equity Transaction with other persons.
If we have responded that we are interested in participating in the Equity Transaction, we will be
provided with a further 90-day period (the “Assessment Period”) to carry out our due diligence
investigations, obtain advice from independent financial advisers and negotiate in good faith on the
terms of our participation in the Equity Transaction (including but not limited to the number or amount
of Equity Securities we will be acquiring and the price therefor) and obtain the approval of our
independent Directors for our proposed participation in the Equity Transaction. During both the
Stand-off Period and the Assessment Period, the Covenantors and Rollplat are prohibited from inviting
or soliciting other persons from participating in the Equity Transaction. Such prohibition will lapse
upon the expiry of the Assessment Period.
Under the Rollplat Deed, the Covenantors shall procure that all discussions and negotiations during
the Assessment Period by them or Rollplat are carried out in utmost good faith with a view to
reaching an agreement on the terms of participation in the Equity Transaction, if commercially
agreeable between the parties, prior to the expiry of the Assessment Period.
DBS Bank, DBSCI, Citicorp and O,W&W Investments Limited from time to time make investments in
companies in various industries. To the best of the knowledge of DBS Bank, DBSCI, Citicorp and
O,W&W Investments Limited respectively, as at the date of this Prospectus, none of them has directly
invested in any business which is in competition with or engaged in similar business to our Company.
Save as disclosed in the sections headed “Interested Party Transactions” and “Potential Conflicts of
Interest” above:(a)
no Director, substantial shareholder or Executive Officer of our Group has any material interest,
direct or indirect, in any material transactions to which our Group was or is to be a party;
55
(b)
no Director, substantial shareholder or Executive Officer of our Group has any material interest,
direct or indirect, in any company carrying on the same business or carrying on a similar trade
as our Group; and
(c)
no Director, substantial shareholder or Executive Officer of our Group has any interest, direct or
indirect, in any enterprise or company that is our Group’s customer or supplier of goods or
services.
Procedures for dealing with interested person transactions
Following the listing of our Company, the Audit Committee will periodically review all existing and
future interested party transactions to ensure that they are conducted on an arm’s length commercial
basis and that they are not prejudicial to the interests of our Company’s shareholders. Assessment
on whether the terms are at arm’s length shall be based, inter alia, on the following considerations:(a)
when buying from an interested party, the prices and terms of at least two other competitive
offers from third parties, contemporaneous in time shall be obtained. Assuming all other terms
pertaining to the reliability, quality of services and other relevant terms are similar, the purchase
price shall not be higher than the most competitive price of the two other competitive offers
from third parties; and
(b)
when selling to an interested party, the prices and terms of at least two other successful sales
to third parties, contemporaneous in time shall be used for comparison. The sale price shall not
be lower than the lowest sale price of the other two successful sales to third parties.
The Audit Committee will also ensure that all disclosure requirements on interested party transactions,
including those required by prevailing legislation and the Listing Manual of the SGX-ST, are complied
with.
CORPORATE GOVERNANCE
Our Directors recognise the importance of corporate governance and the offering of high standards
of accountability to the shareholders of our Company. Our Audit Committee shall meet periodically to
perform the following functions:(a)
reviewing the audit plans of our Company’s external auditors;
(b)
reviewing the external auditors’ reports;
(c)
reviewing the co-operation given by our Company’s officers to the external auditors;
(d)
reviewing the financial statements of our Company before their submission to the Board of
Directors;
(e)
nominating external auditors for re-appointment; and
(f)
reviewing interested person transactions.
Apart from the duties listed above, our Audit Committee shall 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 Singapore law, rule or regulation which has or is likely to
have a material impact on our Company’s operating results and/or financial position.
56
DIRECTORS, MANAGEMENT AND STAFF
Directors
Our Board of Directors is entrusted with the responsibility for the overall management of our Company.
The Directors’ particulars are listed below:Name
Age
Address
Current Occupation
Lam Choon Sen David
@ Lam Kwok Kwong
48
118 Eng Neo Ave,
Singapore 289572
Chairman and Managing
Director, Goodpack
Liew Yat Fang
41
118 Eng Neo Ave,
Singapore 289572
Non-executive Director,
Goodpack
Tan Soo Kiat
41
6 Dover Rise
#05-10 Heritage View
Singapore 138678
Executive Director and
Chief Operating Officer,
Goodpack
Liew Yew Pin
32
70 Yuk Tong Avenue,
Singapore 596371
Executive Director and
Executive Vice President
of Americas and Europe,
Goodpack
Lim Sok Hia
44
86 Hazel Park Terrace,
Singapore 678919
Managing Director,
Credit Management,
Investment Banking Group,
DBS Bank
Toh Tiong San
34
95 West Coast Drive,
#01-01,
Singapore 128002
Vice President,
Direct Investments,
Capital Markets,
DBS Bank
Tan Bien Chuan
43
50 Goldhill Ave, #01-07,
Mount Rosie Garden,
Singapore 309031
Executive Vice President,
OCBC, Wearnes & Walden
Management (Singapore)
Pte Ltd
Soh Yew Hock
56
18 Crescent Road,
Singapore 439306
Group Managing Director &
Chief Executive Officer,
Wearnes International
(1994) Limited
Thio Su Mien
61
69A Coronation Road,
Singapore 269467
Managing Partner,
Thio Su Mien and Partners
Lew Syn Pau
46
20 Leonie Hill, #02-26,
Tower Blk B,
Singapore 239222
Managing Director,
Stanbridge International
Pte. Ltd.
Mdm Liew Yat Fang, Ms Lim Sok Hia and her alternate, Mr Toh Tiong San, Mr Tan Bien Chuan and
his alternate, Mr Soh Yew Hock are non-executive Directors of Goodpack. Mdm Liew Yat Fang and
Mr Liew Yew Pin represent the interests of the Liew family in Goodpack held through Goodpack
Holdings, while Mr Tan Bien Chuan and Ms Lim Sok Hia are respectively appointed to the Board by
O,W&W Investments Limited and DBS Bank. The Independent Directors are Dr Thio Su Mien and
Mr Lew Syn Pau . The Audit Committee comprises Dr Thio Su Mien, Messrs Lew Syn Pau and Tan
Soo Kiat. The Chairman of the Audit Committee is Mr Lew Syn Pau.
Mr Lew Syn Pau is also a director of Cosmic Insurance Corporation Limited, which is a minority
shareholder of Goodpack with an interest of 1.00% in our Company immediately before the Invitation.
57
Information on the business and working experience of the Directors is set out below:-
Mr Lam Choon Sen David @ Lam Kwok Kwong is the Chairman and Managing Director of our
Group since February 1980. He is responsible for the overall operations of our Group, in particular,
for the growth and profitability of our Group. Prior to commencing the development of the IBC
business in the early 1990s, he was a divisional sales manager with Teco Electric Co Pte Ltd from
1977 to 1979, which was involved in the manufacture, and sale of electrical drives. He subsequently
became the managing director of Red Cap International Pte Ltd from 1980 to 1987, a company
which was predominantly involved in the trading business pertaining to the rubber, oil and gas
industries. D-Pack Pte Ltd, previously known as Red Cap International Pte Ltd, is currently dormant.
Mr Lam holds a Senior Cambridge Certificate as well as a Higher School Certificate.
Mdm Liew Yat Fang is a non-Executive Director of our Company since May 1998. Prior to joining
our Company, Mdm Liew was an administrative executive with Highway International Pte Ltd. Mdm
Liew holds a GCE “O” Level certificate.
Mr Tan Soo Kiat joined our Group in July 1999 as Chief Operating Officer and is an Executive
Director of our Company from October 1999. He is responsible for the financial functions of our
Group and assists the Managing Director in the overall business operations of our Group. Prior to
joining our Group, he was an executive director and general manager of Progen Holdings Ltd (from
July 1997 to April 1999), vice president (finance) of Pacific Century Regional Developments Limited
(from March 1996 to July 1997) and a treasurer with the investment banking arm of DBS Bank (from
April 1994 to March 1996). Mr Tan has more than 14 years of experience in the banking and finance
industry. Prior to working in Singapore, he was a senior internal auditor for two banks in Australia
from 1988 to 1994. Mr Tan graduated with a degree in Commerce (Accounting) from University of
Otago, New Zealand and is a chartered accountant and member of The Institute of Chartered
Accountants of New Zealand.
Mr Liew Yew Pin, an Executive Director of Goodpack since August 1997, is also Executive Vice
President of Americas and Europe assisting the President of Americas and Europe in the development
of the European, North and South American markets. Prior to joining our Company, he worked as an
assistant engineer in Inter-Roller Engineering Ltd from 1989 to 1991, an engineer in Mech-Power
Generator Pte Ltd in 1994 and a manager in Avia Equipment Pte Ltd from 1995 to 1996. Mr Liew
holds a Bachelor’s degree in Engineering (Electrical and Electronics) (Hons) from the University of
Manchester, Institute of Science and Technology.
Ms Lim Sok Hia is a non-Executive Director of our Company since October 1999. Ms Lim has been
with DBS Bank since 1979 and is currently the managing director of Investment Banking Group at
DBS Bank. Ms Lim holds a Bachelor of Accountancy degree from the National University of Singapore.
Mr Toh Tiong San is the alternate non-Executive Director to Ms Lim Sok Hia since October 1999.
Prior to joining DBS Bank in 1996, Mr Toh was with DBS Capital Investments Ltd from April 1991 to
August 1995 and was the investment manager of Myanmar Investment Fund (Singapore) Ltd (from
September 1995 to April 1996). He is currently vice president of Direct Investments, Capital Markets,
DBS Bank. He holds a Bachelor of Engineering (Electrical) (Hons) Degree from the National University
of Singapore and is a Chartered Financial Analyst.
Mr Tan Bien Chuan is a non-Executive Director of our Company since October 1999. Mr Tan is the
co-founder and executive vice president of OCBC, Wearnes & Walden Management (Singapore) Pte
Ltd (“OWW”), a venture capital management company based in Singapore. Prior to joining OWW in
1991, he was the corporate and business development manager of WBL Corporation Limited and
was also with Standard Chartered Merchant Bank Asia Ltd specialising in corporate finance. Mr Tan
holds a Bachelor of Science (Hons) degree in computer science and accounting from the University
of Manchester, United Kingdom and is a member of the Institute of Chartered Accountants in England
and Wales.
58
Mr Soh Yew Hock is the alternate non-Executive Director to Mr Tan Bien Chuan since October
1999. He is currently the group managing director and chief executive officer of Wearnes International
(1994) Limited (“Wearnes”). Prior to joining Wearnes in 1993, he was group general manager of
WBL Corporation Limited. Mr Soh is a member of the Institute of Certified Public Accountants in
Singapore and a Fellow of the Australian Society of Certified Practising Accountants. He also holds
a Bachelor of Accountancy degree from the National University of Singapore, a Diploma from the
Chartered Institute of Marketing, United Kingdom and is a graduate of the Advanced Management
Programme from Harvard University.
Dr Thio Su Mien is an independent Director of our Company. Dr Thio is the managing partner of the
law firm, Thio Su Mien and Partners. Dr Thio is a former Dean of the Faculty of Law, University of
Singapore. She is a Judge and Vice-President of The World Bank Administrative Tribunal and a
member of the Asian Development Bank Tribunal. Dr Thio holds an LL.B and an LL.M degree from
the University of Malaya in Singapore and a Ph.D degree from the University of London.
Mr Lew Syn Pau is an independent Director of our Company. Mr Lew is currently the managing
director of Stanbridge International Pte Ltd, an executive search firm focusing on the recruitment of
senior management staff. He started his career with the Singapore Civil Service where he was
seconded to the National Trade Union Congress (“NTUC”). He was the Executive Secretary of the
Metal Industries Workers’ Union from 1981 to 1982 and 1984 to 1989. From 1987 to 1993, he was
the general manager and subsequently managing director of NTUC Comfort Holdings Ltd, the largest
transport co-operative in Singapore. During this period, he was concurrently the general manager
(1989-1991) of NTUC Pasir Ris Resort, the managing director (1990-1993) of General Automotive
Services Pte Ltd, and the assistant secretary-general of NTUC from 1990 to 1994. Mr Lew left the
NTUC Group in 1994 to join Banque Indosuez (subsequently renamed as Credit Agricole Indosuez)
as general manager and senior country officer from 1994 to 1997. Mr Lew was a Singapore
Government Scholar with a Masters of Engineering degree from Cambridge University and a Masters
in Business Administration degree from Stanford University, United States of America. He has been
a Member of Parliament since 1988 and is currently the chairman of the Government Parliamentary
Committee for National Development. He has previously chaired the Government Parliamentary
Committee for Education, Finance and Trade & Industry.
The list of present and past directorships of each Director for the last five years is set out below:Name
Present Directorships
Past Directorships
Lam Choon Sen David
@ Lam Kwok Kwong
Able Agents Limited
D-Pack Pte Ltd
Goodpack Australia Pty Ltd
Goodpack (Bangkok) Company
Limited
Goodpack Holdings Pte Ltd
Goodpack Japan Co., Ltd.
Goodpack Korea Limited
Goodpack Manufacturing
Company Limited
Goodpack Systems Sdn. Bhd.
Goodpack USA, Inc.
HL-Aluminium Sdn. Bhd.
Pleasant Lane Sdn. Bhd.
Rollplat Pte Ltd
Rubber Marketing Pte Ltd
Singkor Investment Pte Ltd
Nil
59
Name
Present Directorships
Past Directorships
Liew Yat Fang
Able Agents Limited
D-pack Pte Ltd
Goodpack Holdings Pte Ltd
Goodpack Japan Co., Ltd.
Rollplat Pte Ltd
Rubber Marketing Pte Ltd
Singkor Investment Pte Ltd
Nil
Tan Soo Kiat
Nil
Belmonto Pte Ltd
Elsmore Pte Ltd
Hutley Pte Ltd
Khong Guan Realty Pte Ltd
Masman Pty Ltd
Ocean Fine Pte Limited
Premium Systems Technology Pte Ltd
Progen Holdings Ltd
Quinliven Pte Ltd
Riyan Pte Ltd
Seapower Realty Pte Ltd
Summa Square Pte Ltd
Summavina Investments Pte Ltd
Tropicon Contractors Pte Ltd
(members’ voluntary winding up)
Liew Yew Pin
Able Agents Limited
Goodpack Australia Pty Ltd
Goodpack (Bangkok) Company
Limited
Goodpack Holdings Pte Ltd
Goodpack Japan Co., Ltd.
Goodpack Korea Limited
Goodpack Systems Sdn. Bhd.
Goodpack Manufacturing
Company Limited
HL-Aluminium Sdn. Bhd.
Liew Thoe Hwee Holdings
Pte Ltd
Pleasant Lane Sdn. Bhd.
Singkor Investment Pte Ltd
Nil
Lim Sok Hia
Alternate Director to Mr Hong
Tuck Kun in Yamaha Music
(Asia) Pte Ltd
Ibexco Pte Ltd
Toh Tiong San
Nil
Alternate Director to Mr Tan Wan
That in Medicare Specialist
Centre Holdings Sdn Bhd
60
Name
Present Directorships
Past Directorships
Tan Bien Chuan
Agrogen Pte Ltd
Bilingual Educational
Computing, Inc.
CEI Contract Manufacturing
Limited
CM Manufacturing Sdn. Bhd.
Computer Measurement (S)
Pte Ltd
Craft Print International Limited
eGuide Singapore Pte Ltd
Excelcover.com Pte Ltd
Imagen Holdings Pte Ltd
MyAngel.net Pte Ltd
O,W&W Pacrim Investments
Limited
OCBC Capital Investment
Private Limited
OCBC Capital Management
Singapore Private Limited
Primestar Investments Limited
Royal-Sweet Asia Ltd
Showpla Hong Kong Limited
SME Ventures Limited
(members’ voluntary winding
up)
Tan Kay Guan (Private) Limited
The Myanmar Growth Fund
Limited
Wheresoft Geocommerce Pte
Ltd
Bilingual Educational Computing (S)
Pte Ltd
Effort Holdings Pte Ltd (in receivership)
GES International Limited (formerly
known as Logiciel International
Limited)
Asian Home Gourmet Limited (formerly
known as Home Gourmet Limited)
Incasoft Private Limited (formerly
known as Logiciel Systems Pte Ltd)
(members’ voluntary winding up)
Jianbei-Logiciel Technologies Co. Ltd
Logiciel Management Pte Ltd
Shenzhen KeXing Biological Products
Corporation Co. Ltd
Soh Yew Hock
Central China International
Leasing Co Ltd
Far East Motors Malaysia
Sendirian Berhad
Gentron (Pte) Ltd
Jaguar Cars Taiwan Ltd
Jaguar Cars (Thailand) Co Ltd
Johan Kekal Sdn Bhd
O’Connor’s (B) Sdn Bhd
O’Connor’s Holdings Pte Ltd
O’Connor’s Properties Sdn Bhd
O’Connor’s Singapore Pte Ltd
OCM Communications Pte Ltd
Pacific Silica Pty Ltd
Permata Alasan Sdn Bhd
Polytek Catering Equipment
Pty Ltd
Polytek Industrial Equipment
Pty Ltd
Polytek Trading (Singapore)
Pte Ltd
Polytek Wearnes Pty Limited
Rank-Maju Sdn Bhd
Rank P T O’Connor’s Co Ltd
Renown Heritage Sdn Bhd
Sierra Properties Sdn Bhd
BP-Wearnes Gas Pte Ltd
Chunpo Company Ltd
(members’ voluntary winding up)
Effort Holdings Pte Ltd
(in receivership)
O’Connor’s Corporation Berhad
Polytek Engineering (Singapore)
Pte Ltd
Polytek-Wearnes Engineering
Sdn Bhd
61
Name
Present Directorships
Past Directorships
Sukatan Garisan Sdn Bhd
WBL Corporation Ltd
Wearnes Automotive &
Equipment (Pte) Ltd
Wearne Brothers (1983)
Sdn Bhd
Wearne Brothers (Brunei)
Sdn Bhd
Wearne Brothers (Hong Kong)
Limited
Wearne Brothers Malaysia Sdn
Berhad
Wearne Brothers Properties
(Private) Limited
Wearne Brothers Services
Malaysia Sdn Bhd
Wearne Brothers Services
(Private) Limited
Wearne Brothers Trading
(Private) Limited
Wearnes Construction
(Private) Limited
Wearnes Development
(Private) Limited
Wearnes Equipment &
Machinery Pte Ltd
Wearnes Far East Pte Ltd
Wearnes Gas (Private)
Limited
Wearnes Gas Sdn Bhd
Wearnes International
(1994) Limited
Wealco Malaysia Sendirian
Berhad
Wearnes Motors Pte Ltd
Wearnes Technology Sdn Bhd
Welmate Pte Ltd
Wilmington Sdn Bhd
Dr Thio Su Mien
Dresdner (South East Asia)
Limited
Dresea Nominees Pte Ltd
Seiko Instruments (Singapore)
Pte Ltd
SIA Engineering Company
Limited
Vickers Capital Limited
62
Dresdner Asset Management Limited
IBM Singapore Pte Ltd
IBM Product Distribution Company
(Singapore) Pte Ltd
(members’ voluntary winding up)
UBS Brinson Pte Ltd
Drewmarks, Patents & Designs Pte Ltd
Canary Riverside Holdings Pte Ltd
Canary Riverside Development Pte Ltd
Canary Riverside Estate Pte Ltd
Canary Riverside Investment Pte Ltd
Canary Riverside Properties Pte Ltd
Name
Present Directorships
Past Directorships
Lew Syn Pau
Achieva Ltd
Asia Nominees Pte Ltd
Asia Food & Properties Ltd
(members’ voluntary winding up)
Golden Agri-Resources Ltd
Carr Indonesuez Asia (S) Limited
Calendar One.Com Pte Ltd
Credit Agricole Indosuez Merchant
Corporate Brokers International
Bank Asia Ltd
Pte Ltd
Indocam Singapore Limited
Cosmic Insurance Corporation
Indosuez Asset Management (S) Ltd
Ltd
Indosuez Singapore Nominees Pte Ltd
Food Empire Holdings Ltd
Integrated Information Pte Ltd
Lafe Technology Ltd
Jurong Town Corporation
Poh Tiong Choon Logistics Ltd Singapore Post Pte Ltd
Stanbridge International Pte Ltd Singapore Telecommunications Limited
Strike Engineering Ltd
Singtel Yellow Pages Pte Ltd
Uraco Holdings Ltd
SLF Leisure Enterprise Pte Ltd
Suez Asia Holdings Pte Ltd
UAH Investments Pte Ltd
Management
The day-to-day operations of our Group are entrusted to our Executive Directors and an experienced
and qualified team of Executive Officers responsible for the different functions of our Group. The
particulars of our Executive Officers are set out below:Name
Age
Address
Current Occupation
Thomas Ong Khian
Cheong
40
77 Chempaka Kuning Link
Singapore 486306
President of Americas
and Europe
Ang Swee Eng
37
Blk 853 Hougang Central
#06-23 Singapore 530853
Group Accounts Manager
Jacob Vincent Nicholas
42
Blk 106, Lengkong Tiga,
#06-327 Kembangan Gardens,
Singapore 410106
Global Logistics Manager
Ee Chin Wee
45
Blk 856D Tampines Street 82
#02-194 Singapore 524856
Business Development
Manager
Bu Yang Min
38
Blk 324 Bukit Batok Street 33
#06-47 Singapore 650324
Group MIS Manager
Uthai Srichai
44
95/98 Triphet R.D.
Bangkok 10200 Thailand
Managing Director of
Goodpack Manufacturing
George Patrick McFarlin
46
315 Meadow Lakes Blvd
Aurora, IL 60504, USA
Vice President (Marketing
and Development) of
Goodpack USA
Diego Coloma Rubio, Jr
58
1140 Treefern Drive,
Virginia Beach,
Virginia 23451, USA
Vice President (Rubber
Business) of Goodpack USA
True N. Hewitt III
49
824 Ponce De Leon Drive
Fort Lauderdale,
Florida 33316, USA
Vice President (Sales and
Business Development) of
Goodpack USA
63
Name
Age
Address
Current Occupation
Michael Thomas Lescai
41
15 Lawsons Crt, Templestowe,
Victoria 3106, Australia
Director of Goodpack
Australia
Alexander Young Uhan
52
623-1, Hannam-dong,
Yongsan-gu, Republic of Korea
General Manager of
Goodpack Korea
Koichi Sano
59
3-9-8-315, Komone,
Itabashi City, Tokyo, Japan
Director and General
Manager of Goodpack Japan
Information on the business and working experience of the Executive Officers of our Group is given
below:-
Mr Thomas Ong Khian Cheong joined our Company in January 1998 as the General Manager. He
is responsible for identifying growth opportunities for our Company and to expand the current business
of our Company on a global basis. He is currently the President of Americas and Europe and is
responsible for establishing the organisational infrastructure and business development of Europe,
North and South America. Mr Ong started his career as an auditor with an international accounting
firm in 1981. He joined Freight Intertrans Pte Ltd as an accounting manager in 1986, where he held
the post of deputy general manager before moving to a US logistics company, Fritz Logistics (S) Pte
Ltd as its regional distribution manager in 1995. An accountant by training, Mr Ong has 11 years of
experience in the logistics industry. He also holds a Master of Business Administration from the
University of Leicester.
Ms Ang Swee Eng joined our Company in November 1997 as the Accounts Manager in charge of
our Group’s financial and accounting matters. Prior to joining our Company, she was the assistant
financial controller of Dow Jones Markets (S) Pte Ltd from 1989 to 1997. Ms Ang is a member of
The Association of Chartered Certified Accountants, United Kingdom and a Certified Public Accountant
of the Institute of Certified Public Accountants of Singapore.
Mr Jacob Vincent Nicholas joined our Group in May 2000 as the Global Logistics Manager and is
responsible for the entire logistics and operations functions of our Group, including the control and
management of the IBC fleet. In addition, Mr Nicholas is also responsible for infrastructure development
and the setting up of the logistics support and distribution network worldwide. He is experienced in
logistics, transportation and supply chain management having held various positions with the Ministry
of Defence and Sembcorp Logistics. Mr Nicholas holds a Bachelor of Business with specialisation in
transport and logistics management from Royal Melbourne Institute of Technology (‘RMIT’) in Australia.
He is also a chartered member of the Institute of Transport.
Mr Ee Chin Wee, the Business Development Manager in charge of the ASEAN and Australasia
markets, joined our Company in 1992. His responsibilities include conducting market researches,
planning, implementing and monitoring regional marketing and sales plans for our Company. He also
works closely with strategic suppliers to develop new product programs and to develop new
applications for our Company’s products. Mr Ee worked for Marmi Ceramica Agency Pte Ltd. between
1984 and 1986 and Brambles Forwarding Pte Ltd between 1976 and 1984, where he held supervisory
positions in the areas of warehousing and sales. Mr Ee pursued his Bachelor of Arts degree (Hons)
(majoring in Economics) at the University of Winnipeg (Canada). He was also awarded a postgraduate
scholarship by Queens University (Canada).
Mr Bu Yang Min is Group MIS Manager of our Company. He is in charge of all matters in relation
to information technology and is responsible for project management and the development of our
Group’s computer system. Prior to joining our Company in October 1998, Mr Bu worked at IPC
Corporation Ltd where he was responsible for the company’s information technology project
development in China. Mr Bu also worked in Nanyang Computer Development Co., Shanghai and
the Microcomputer Institute at Shanghai Jiao Tong University, holding positions in the areas of
Information Technology. He holds a Bachelor of Engineering in Computer Science and a Master of
Engineering from Shanghai Jiao Tong University and a Master of Science in Computer Science from
the National University of Singapore.
64
Mr Uthai Srichai is the Managing Director of Goodpack Manufacturing and is responsible for the
manufacturing, technical and marketing aspects of our Group’s products in Thailand. Prior to joining
Goodpack Manufacturing in December 1992, Mr Srichai was a project engineer with Prachongkij
Karnchang Co., Ltd, the director in charge of operations in Siam Pokphand Co., Ltd as well as the
director in charge of projects in TPT Construction Co., Ltd. He holds a Bachelor of Engineering
Degree from King’s Mongkut Institute of Technology in Bangkok.
‘
Mr George Patrick McFarlin is a specialist in the bag-in-box packaging system and the Vice President
(Marketing and Development) of Goodpack USA. He is responsible for the marketing research and
development and technical support functions for North, Central and South America. Prior to joining
Goodpack USA in April 1998, he worked in Scholle Corporation for 21 years where he was involved
in various roles ranging from product development to sales and marketing and finally as the director
in charge of global marketing, specialising in IBC and aseptic packaging. He holds a Bachelor of
Science (Food Science) from the University of Illinois, Urbana-Champaign.
Dr Diego Coloma Rubio, Jr is currently the Vice President (Rubber Business) of Goodpack USA.
Dr Rubio is an expert in natural and synthetic rubber, rubber latex, plastics and polymer composites.
He is the chief technical officer to our Group’s rubber business. Prior to joining our Company in
September 1995, Dr Rubio was a research and development scientist, a natural rubber plantation
manager, a process engineer as well as a purchasing manager. He holds a Bachelor of Science in
Chemical Engineering, a Master of Science in Organic Chemistry and a Doctor of Philosophy in
Polymer Science.
Mr True N. Hewitt III joined Goodpack USA in January 2000 as Vice President of Sales and Business
Development in charge of the creation of a sales force, product publicity, marketing and sales strategy
for the Americas. Mr Hewitt began his career with Sonoco Products (formerly Continental Fibre
Drum) in 1980. His most recent position was product development and regional sales manager for
Macmillan Bloedel Bulk Packaging. He has over 20 years of experience in the industrial packaging
market, especially in drum and IBC sales. He holds a Bachelor of Science (Business) from Niagara
University.
Mr Michael Thomas Lescai has been the director of Goodpack Australia since its inception in
March 1997. He is responsible for the strategic direction, financial analysis, project evaluation and
the operations of Goodpack Australia. Mr Lescai has diverse experience in the areas of financial
planning, operation management, marketing and sales and strategic planning. Prior to joining our
Group, he spent three years in the construction equipment rental industry as an accountant and has
been in the logistics industry for fourteen years. Mr Lescai joined FCN Transport as an accountant
and was its General Manager from 1989 to 1996 before joining our Group. Mr Lescai is a member
of the Chartered Institute of Transport (Australia).
Mr Alexander Young Uhan joined our Group in March 1997 as the General Manager of Goodpack
Korea and is in charge of managing and marketing Goodpack Korea. Mr Uhan has diverse industry
experience including international trading, manufacturing and construction industries. Prior to joining
Goodpack Korea, he was the vice president of Federal Trade, Inc. from 1983 to 1996 and was
responsible for the implementation of its projects. Mr Uhan holds a Bachelor of Arts (Computer
Science) degree from Hartford University.
Mr Koichi Sano, the General Manager of Goodpack Japan, joined our Group in February 1999. He
is responsible for the overall management, marketing, accounting and general affairs of Goodpack
Japan. Mr Sano has diverse experience from rubber, international trading and management of sports
gymnasium. Prior to joining our Group, Mr Sano was a managing director of Bussan Sports Academy
(1991 to 1993), a manager with Mitsui & Co., Ltd (1993 to 1996) and the general manager of Tokue,
Inc (1997). Mr Sano holds a Bachelor of Arts in Commerce from Waseda University, Japan.
65
The list of present and past directorships of each Executive Officer for the last five years is set out
below:Name
Present Directorships
Past Directorships
Thomas Ong Khian
Cheong
Nil
Nil
Ang Swee Eng
Nil
Nil
Jacob Vincent Nicholas
Nil
Nil
Ee Chin Wee
Stonehas Construction Pte Ltd
Stonehaus Far East Pte Ltd
Nil
Bu Yang Min
Nil
Nil
Uthai Srichai
Goodpack Manufacturing
Company Limited
Goodpack (Bangkok) Company
Limited
Triple Tech Construction
Co., Ltd
Goodpack System (Thailand) Co., Ltd
George Patrick McFarlin
Nil
Nil
Diego Coloma Rubio, Jr
Nil
Nil
True N. Hewitt III
Nil
Nil
Michael Thomas Lescai
AR Neal Transport Pty Ltd
ARN Logistics Pty Ltd
Australia Link Pty Ltd
FCN Transport Pty Ltd
Goodpack Australia Pty Ltd
Mahaco Pty Ltd
Nil
Alexander Young Uhan
Singkor Investment Pte Ltd
Nil
Koichi Sano
Goodpack Japan Co., Ltd.
Nil
Staff
As at 31 December 1999, our Group had 160 full-time employees, including 94 full-time factory
workers. We have not experienced any significant seasonal fluctuations in the number of employees.
Relationships between our management and staff are good and there have not been any industrial
disputes in our Company or its subsidiaries since they commenced operations.
In order to retain and motivate our employees, we intend to implement an employee share option
scheme shortly after the Invitation.
66
SERVICE AGREEMENT
Lam Choon Sen David @ Lam Kwok Kwong
Mr Lam Choon Sen David @ Lam Kwok Kwong (the “Appointee”) entered into a service agreement
with our Company pursuant to which Mr Lam has been appointed as Chairman and Managing
Director.
Mr Lam’s service agreement will be valid for an initial period of three years and shall be effective
retrospectively from 1 January 2000. His service agreement will be automatically renewed annually
unless otherwise agreed in writing between him and our Company or terminated pursuant to the
terms of the service agreement. Mr Lam’s service agreement may also be terminated by either Mr
Lam or our Company giving the other party not less than six months’ notice in writing or salary in
lieu of notice.
Under the terms of Mr Lam’s service agreement, he is entitled to a monthly salary of $25,000, an
annual wage supplement equivalent to one month’s salary, a monthly cash allowance of $10,000
and an annual performance bonus (“Bonus”) which shall be determined in the manner set out below:
(a)
where the Consolidated Profit Before Tax of the Group is between $5,000,000 and $10,000,000,
the Bonus shall be an amount equal to 5% of the amounts in excess of $5,000,000 of the
Consolidated Profit Before Tax of the Group; or
(b)
where the Consolidated Profit Before Tax of the Group is more than $10,000,000, the Bonus
shall be the aggregate sum of the amount calculated as in (a) above and an amount equal to
6% of the value in excess of $10,000,000 of the Consolidated Profit Before Tax of the Group.
Our Company shall provide Mr Lam with the use of a motor car for the conduct of his duties under
his service agreement and bear the costs of taxes, insurance, repair, maintenance and petrol of the
motor car. Our Company shall also pay Mr Lam any monthly subscription and expenses incurred in
connection with the use of a club membership of his choice.
The term “Consolidated Profit Before Tax of the Group” means, in respect of a financial year, the
consolidated profit before tax and Bonus of our Group for the relevant financial year after deducting
minority interests and excluding any extraordinary items.
The service agreement of Mr Lam Choon Sen David @ Lam Kwok Kwong contains non-solicitation
and non-competition clauses which are effective whilst he is employed by our Company and for a
further period of one year after the termination or expiry of his employment.
Had the service agreement of Mr Lam Choon Sen David @ Lam Kwok Kwong been in place for FY
99, the aggregate remuneration (including CPF contributions thereon) payable for FY 99 would have
been approximately $0.88 million instead of $0.81 million and the proforma consolidated profit before
tax of the Group for FY 99 would have been $11.42 million instead of $11.49 million.
Save as disclosed above, there are no other existing or proposed service agreements between our
Company or its subsidiaries and any Director or Executive Officer.
67
DIRECTORS’ REMUNERATION
The remuneration paid to the Directors on an aggregate basis and in remuneration bands for FY 98
and FY 99 are as follows:(a)
Aggregate Directors’ Remuneration
$
Executive Directors
Non-Executive Directors
Total
(b)
FY 98
FY 99
639,778
1,122,005
86,400
46,200
726,178
1,168,205
Number of Directors in Each Remuneration Bands
<
>
FY 98
Executive
Directors
NonExecutive
Directors
$500,000 and above
1
$250,000 to $499,999
<
>
FY 99
Total
Executive
Directors
NonExecutive
Directors
Total
—
1
1
—
1
—
—
—
—
—
—
$0 to $249,999
1
1
2
2
1
3
Total
2
1
3
3
1
4
In FY 2000, our Company will make a one-off cash payment of $50,000 to Mr Tan Soo Kiat, an
Executive Director, immediately forthwith upon the listing of our Company on SGX-ST.
PROPERTIES AND FIXED ASSETS
Our Group currently owns the following properties:Description/Location
Tenure
Gross Area
Registered
Owner
Net book value
as at
31 December 1999
Land –
Songkhla Thailand
Freehold
16,800 sq m
Goodpack
Manufacturing
Baht 8.42 million(1)
Factory Building –
Songkhla Thailand
Freehold
6,168 sq m
Goodpack
Manufacturing
Baht 9.09 million
Note:
(1) Includes a revaluation surplus of Baht 4.09 million
68
Our Group currently rents/leases the following properties:Description/Location
Tenure
Gross
Area
Annual
Rental
Lessor
7 Harrison Road #04-01
Harrison Industrial Building
Singapore 369650
16 June 1999
to
15 June 2002
5,095 sq ft
$73,368
SPP Properties
Pte Ltd
Nirwana Estat Blok K,
Cibinong Bogor,
Indonesia
15 April 2000
to
14 April 2001
90 sq m
Rp15,000,000
Rutini
1 November 1999
to
31 October 2000
N/A
$4.00 per m3
per fortnight
Leschaco Pte Ltd
27 February 1999
to
28 February 2001
3,170 sq ft
Won49,183,200
1 July 1998
to
30 June 2001
864 sq ft
US$12,701
First Union
National Bank
4 January 2000
to
31 July 2000
765 sq ft
US$5,425
for seven
months
Business Link
Naperville, LLC
1 March 1999
to
28 February 2001
14.52 sq m
¥3,960,000
Mitsui & Co., Ltd
1 May 2000
to
30 April 2003
1,200 sq ft
RM20,160
Distrepark Sdn.
Bhd.
The Company
46 Penjuru Lane
Singapore 609206
(warehouse)
Goodpack Korea
Korea Financial
Association Building
253-42 Gongduk-Dong,
Mapo-Ku
Seoul Floor 10
Korea Financial
Association
Goodpack USA
5th Floor, Suite 509
500 East Plume Street
Norfolk, Virginia 23510
184 Shuman Blvd.
Ste. 200
Naperville, Illinois 60563
Goodpack Japan
Mitsui Bussan Bldg.
2-1 Ohtemachi 1-Chome,
Chiyoda-ku, Tokyo,
100-0004 Japan
Goodpack Malaysia
Lot 1-7 First Floor
Amcorp Logistics
Centre
Port Klang, Malaysia
Information on all major plant and equipment as at 31 December 1999 is tabulated as follows:Brief description
Goodpack IBCs
Cost
Accumulated
depreciation
($’000)
($’000)
Net book value
as at
31 December 1999
($’000)
43,848
17,026
26,822
69
DIRECTORS’ REPORT
28 June 2000
The Shareholders
Goodpack Limited
7 Harrison Road #04-01
Harrison Industrial Building
Singapore 369650
Dear Sirs
This report has been prepared for inclusion in the Prospectus of Goodpack Limited (the “Company”)
dated 28 June 2000 in connection with the invitation in respect of 86,000,000 ordinary shares of
$0.01 each in the capital of the Company (the “Shares”) comprising 68,000,000 new Shares and
18,000,000 existing Shares.
On behalf of the Directors of the Company, I report that, having made due inquiry in relation to the
interval between 31 December 1999, the date to which the last audited accounts of the Company
and its subsidiaries were made up, and the date hereof:(a)
the business of the Company and its subsidiaries has, in the opinion of the Directors, been
satisfactorily maintained;
(b)
no circumstances have, in the opinion of the Directors, arisen since the last Annual General
Meeting of the Company which would adversely affect the trading or the value of the assets of
the Company or its subsidiaries;
(c)
the current assets of the Company and its subsidiaries appear in the books at values which are
believed to be realisable in the ordinary course of business;
(d)
save as disclosed on pages 41 and 87 of this Prospectus, no contingent liabilities have arisen
by reason of any guarantees given by the Company or its subsidiaries; and
(e)
save as disclosed on pages 21, 77, 78 and 89 of this Prospectus, there have been no changes
in the published reserves or any unusual factors affecting the profit of the Company and its
subsidiaries since the last audited accounts.
Yours faithfully
for and on behalf of the
Board of Directors
Lam Choon Sen David @ Lam Kwok Kwong
Chairman and Managing Director
Goodpack Limited
70
ACCOUNTANTS’ REPORT
KPMG
16 Raffles Quay #22-00
Hong Leong Building
Singapore 048581
28 June 2000
The Board of Directors
Goodpack Limited
7 Harrison Road #04-01
Harrison Industrial Building
Singapore 369650
Gentlemen
A.
Introduction
This report has been prepared for inclusion in the Prospectus of Goodpack Limited (the
“Company”) dated 28 June 2000 in connection with the invitation to subscribe for 68,000,000
new ordinary shares and 18,000,000 vendor shares of $0.01 each in the Company.
The principal activities of the Company are those relating to the leasing of crates. The principal
activities of the subsidiaries are those relating to the manufacturing, marketing, leasing of crates,
crate manufacturing procurement and investment holding.
The Company was incorporated in Singapore on 14 February 1980 as a private limited company
under the name of Lubrifilm (S) Pte. Ltd. and changed its name to Goodpack System Pte Ltd
on 26 February 1986.
At the date of this report, the Company is a 65.08% owned subsidiary of Goodpack Holdings
Pte Ltd.
The Company issued 4 subscribers’ shares of $1 each on incorporation. With subsequent
increases in share capital for cash, the issued and paid-up share capital as at 31 December
1999 was 2,600,000 ordinary shares of $1 each. Following the share split described below, at
the date of this report the issued and paid up capital is 260,000,000 ordinary shares of $0.01
each.
The authorised share capital of the Company as at 31 December 1999 was 10,000,000 ordinary
shares of $1.00 each and at the date of this report is $10,000,000 divided into 1,000,000,000
ordinary shares of $0.01 each.
At an Extraordinary General Meeting held on 6 June 2000, the shareholders of the Company
approved the following:
(a) the sub-division of the par value of each of the existing ordinary shares of $1 each in the
capital of the Company into 100 ordinary shares of $0.01 each;
(b) the conversion of the Company into a public limited company and the change of its name
to Goodpack Limited;
(c) the issue of 68,000,000 new shares which forms part of this invitation. The new shares,
when issued and fully paid-up, will rank pari passu in all respects with the existing shares.
71
A.
Introduction (continued)
Upon completion of the allotment of new shares, the resultant issued and paid-up capital of the
Company will be 328,000,000 ordinary shares of $0.01 each.
At the date of this report, the Company holds shares in the following subsidiaries:
Subsidiaries
Percentage
of Equity
Interest
Held by
the Group
%
Issued
Share
Capital
Cost of
Investment
(net of
provisions)
S$’000
Name of
Subsidiary
Principal
Activities
Date of
Place of
Incorporation Incorporation
Goodpack
Manufacturing
Company Limited*
Manufacturing,
marketing and
leasing of crates
27/9/91
Thailand
100
Baht20,000,000
2,464
Goodpack
Systems
Sdn. Bhd.**
Marketing and
leasing of
crates
2/10/93
Malaysia
70
RM500,000
164
Goodpack
USA, Inc.@
Marketing and
leasing of
crates
31/3/94
USA
100
US$1,000
2
Goodpack
Australia
Pty Ltd+
Marketing and
leasing of
crates
9/5/97
Australia
55
A$500,000
291
Goodpack
Manufacturing,
(Bangkok)
marketing and
Company Limited++ leasing of crates
23/4/98
Thailand
100
Baht25,000,000
1,054
Goodpack
Japan Co.,
Ltd.@@
Marketing and
leasing of
crates
24/2/99
Japan
55
¥36,000,000
279
Able
Agents
Limited##
Crate
manufacturing
procurement
9/4/99
Hong Kong
100
HK$10,000
2
23/6/99
Singapore
70
$1,000,000
700
14/10/96
Korea
70
Won50,000,000
—
Singkor Investment Investment
Pte Ltd@@ and
holding
its subsidiary
Goodpack
Korea
Limited#
Marketing and
leasing of
crates
4,956
*
Audited by KPMG Suthee Limited for the year ended 31 December 1995 and SGV-Na Thalang & Co., Ltd. from
the years ended 31 December 1996 until 31 December 1998. The financial statements for the year ended 31
December 1999 were audited by KPMG Suthee Limited.
**
Audited by Christopher Chooi & Co
@
The laws of the country in which the company was incorporated do not require audits to be carried out.
@@ The laws of the country in which the company was incorporated did not require an audit to be carried out in the
year of incorporation.
+
Audited by associated firms of KPMG
++
Audited by SGV-Na Thalang & Co., Ltd. for the period ended 31 December 1998. The financial statements for
the year ended 31 December 1999 were audited by KPMG Suthee Limited.
#
Audited by KPMG San Tong Corp. for the period ended 31 December 1997, and Anjin & Co for the year ended
31 December 1998. The financial statements for the year ended 31 December 1999 were audited by Ahn Kwon
& Co.
##
Audited by Glass Radcliffe Chan
72
A.
Introduction (continued)
KPMG are the auditors of the Company.
The summarised financial information set out in this report is based on the audited financial
statements of the Company and the Group for the accounting periods covered by this report
and after making such material adjustments as considered appropriate, as set out in paragraph
C.
The financial information set out in paragraphs B to H have been prepared on the basis of the
accounting policies set out in paragraph F.
B.
Proforma Statement of Financial Results
The proforma statement of financial results incorporates the results of the Company and all its
subsidiaries listed in paragraph A of this report. The proforma statement of financial results is
presented as if the current Group structure as described in paragraph A had been in existence
throughout the period under review, or since incorporation for subsidiaries formed during the
period.
Year ended 31 December
Note
Turnover
1995
$’000
1996
$’000
1997
$’000
1998
$’000
1999
$’000
14,778
18,110
21,664
21,784
26,323
3,551
4,861
9,221
7,353
11,120
(92)
50
346
980
369
4,911
9,567
8,333
11,489
Profit before interest, taxation
and minority interests
Interest (expense)/income, net
1
Profit before taxation and
minority interests
Taxation
3,459
2
(580)
Profit after taxation but
before minority interests
Minority interests
Profit attributable to
shareholders of the Company
(835)
(2,392)
2,879
4,076
7,175
—
—
—
2,879
4,076
7,175
(211)
8,122
(69)
8,053
(745)
10,744
(95)
10,649
Appropriations
— Dividends (net) of the Company
—
(518)
— Transfer to reserves
—
(92)
—
(610)
Retained profit for the period
Dividend rate of the Company (net),
based on shares in issue (%)
73
(500)
—
(500)
(900)
—
(900)
(24,500)
—
(24,500)
2,879
3,466
6,675
7,153
(13,851)
—
28
20
34.6
942.3
B.
Proforma Statement of Financial Results (continued)
The adjusted profit before tax of the Proforma Group have been arrived at:Year ended 31 December
Note
1995
$’000
1996
$’000
1997
$’000
1998
$’000
1999
$’000
after charging/(crediting):
Amortisation and write off of
preliminary and pre-production
expenses
318
96
99
29
1
—
—
—
91
57
3,202
3,421
1,957
2,066
2,872
247
227
691
726
1,168
— other directors
—
—
—
—
297
Dividend income from
quoted equity investment
—
—
—
—
(17)
112
78
Fixed assets written off
—
—
—
—
23
Loss/(profit) on disposal of fixed
assets
26
3
(7)
—
(169)
Loss on sale of quoted equity
investment
—
—
—
15
—
—
56
—
373
—
1,116
39
182
—
182
Bad debts written off and
provisions for doubtful debts,
net of write-backs and recoveries
Depreciation of fixed assets
3
Directors’ remuneration
— directors of Company
Exchange loss/(gain)
(2,363)
(658)
(666)
Provision, net, for:— stock obsolescence and write-offs
— repairs and maintenance
Notes:
1.
The amount of interest (charged)/credited to the proforma profit and loss account is made up of the following:
1995
$’000
Interest expense
(122)
Interest income
Year ended 31 December
1996
1997
1998
$’000
$’000
$’000
(22)
(14)
(11)
1999
$’000
(176)
30
72
360
991
545
(92)
50
346
980
369
The Company declared a special dividend of $23 million in October 1999 and made dividend payments of $18
million, $2 million and $3 million on 1 December 1999, 24 January 2000 and 2 May 2000, respectively. No
proforma adjustments have been made in the proforma statement of financial results and proforma balance
sheets to reflect, in earlier periods, the effect of the reduction in shareholders’ funds arising from these dividend
payments. Such reduction in shareholders’ funds may result in a reduction of interest income and/or increase in
interest expense in subsequent financial periods.
2.
The Group operates in different countries to which different rates of tax apply. One of the subsidiaries was
granted promotional privileges and was exempt from income tax on its profits up to August 1999. It continues to
enjoy tax at a reduced rate of 50% of the standard tax rate in Thailand for a further five year period. In addition,
a newly incorporated subsidiary will enjoy tax exemption for eight years on its manufacturing income and will be
taxed at a reduced rate of 50% of the standard tax rate in Thailand for a further five year period. The manufacturing
activity must, however, commence within 30 months of 28 May 1998.
74
B.
Proforma Statement of Financial Results (continued)
The taxation charged to the proforma profit and loss accounts is as follows:
Year ended 31 December
1995
$’000
1996
$’000
1997
$’000
1998
$’000
1999
$’000
Based on profit for the year
— Current taxation
166
676
—
110
574
— Deferred taxation
455
109
2,392
1,117
1,007
621
785
2,392
1,227
1,581
—
—
—
(41)
50
—
—
—
835
2,392
211
745
Effect of change in effective rate of tax
on deferred tax liability
(Over)/under provision in respect
of prior years taxation charge
580
(1,016)
(836)
The Group is liable to tax at 10% for its offshore income in Singapore and at 26% for other Singapore sourced
income. As a result of the increasing proportion of 10% taxed income compared to 26% taxed income from
1998, the effective average rate of tax applicable to timing differences declined in 1998 and 1999. This is
reflected as a deferred tax credit in these periods.
3.
On 1 January 1997, the Group revised its estimated useful life for the depreciation of crates from five years to
ten years. The revision was made to reflect the improvements in the design, handling and maintenance of crates
which had the effect of lengthening the life span of the crates.
The effect of this revision in the estimated economic useful lives of the crates has not been adjusted in the
proforma statement of financial results. Had adjustments been effected retrospectively to the acquisition dates of
these assets, the impact of the change would have been:-
1995
$’000
(Decrease)/Increase in depreciation of
fixed assets or (increase)/decrease in
profit before taxation
(1,362)
75
Year ended 31 December
1996
1997
1998
$’000
$’000
$’000
(1,128)
1,072
1,072
1999
$’000
1,072
C.
Statement of Adjustments
In preparing the accounts of the Proforma Group, the following adjustments have been made to
the audited accounts of the Group for the accounting periods covered by this report:
Year ended 31 December
Note
1995
$’000
1996
$’000
1997
$’000
1998
$’000
1999
$’000
Profit before taxation, extraordinary
items and minority interests
As shown in audited accounts
3,698
5,015
9,567
8,333
11,489
—
—
—
9,567
8,333
11,489
Adjustments:
Exchange translation difference
1
(239)
Profit before taxation, extraordinary
items and minority interest as
shown in proforma statement
of financial results
3,459
(104)
4,911
Year ended 31 December
Note
1995
$’000
1996
$’000
1997
$’000
1998
$’000
1999
$’000
Extraordinary loss
As shown in audited accounts
—
—
—
465
—
—
—
—
(465)
—
—
—
—
—
—
1,824
3,608
7,175
7,588
10,649
(104)
—
—
—
Adjustments:
Provision for doubtful debt
reversed
3
Extraordinary loss as shown in
proforma statement of
financial results
Profit attributable to shareholders
of the Company
As shown in audited accounts
Adjustments:
Exchange translation difference
1
(239)
Profits arising from increases/
decreases in the Proforma
Group’s interest
2
1,294
572
—
—
—
Provision for doubtful debt
reversed
3
—
—
—
465
—
Total adjustments
1,055
468
—
465
—
Profit attributable to shareholders
of the Company as shown in
proforma statement of financial
results
2,879
4,076
7,175
8,053
10,649
Notes:
1.
Prior to 1 January 1997, the Group translated the results of foreign subsidiaries at rates of exchange prevailing
at the balance sheet dates. On 1 January 1997, the Group changed its accounting policy to translate the results
of foreign subsidiaries at the average exchange rates prevailing during the year. For the purposes of this report,
the change in accounting policy has been applied retrospectively for all financial periods presented.
76
C.
Statement of Adjustments (continued)
2.
During the period covered by this report, there were the following changes of interests in subsidiaries;
2.1
In 1997, the Company acquired the remaining 20% interest in Goodpack Manufacturing Company Limited (“GPM”),
in an exchange of shares, making it a wholly owned subsidiary.
2.2
On 9 May 1999, the Company disposed of 5% interest in Goodpack Australia Pty Ltd for a cash consideration
of $56,000. As a result, effective interest in Goodpack Australia Pty Ltd was reduced to 55%.
2.3
On 1 June 2000, the Company disposed of its entire interest in Goodpack Korea Limited for a cash consideration
of $76,000 to Singkor Investment.
2.4
On 1 June 2000, the Company disposed of 30% interest in Singkor Investment Pte Ltd (“Singkor Investment”) for
a cash consideration of $300,000. As a result, effective interest in Goodpack Korea Limited was reduced to 70%.
2.5
On 5 June 2000 the Company subscribed to 330,000 of the 480,000 new shares of RM1 each issued by
Goodpack Systems Sdn. Bhd. for cash of $153,000. Consequently, the Company’s interest in Goodpack Systems
Sdn. Bhd. was diluted to 70%.
Proforma adjustments have been made to show the effect on minority interest of the above acquisitions and
disposals applied retrospectively for all financial periods presented. However, no adjustment has been made for
any interest effect arising from the cash disposal proceeds.
3.
D.
The Group reported an extraordinary expense in 1998 of $465,000 in providing for an advance to a company
controlled by certain shareholders and directors of the Company. The advance was repaid on 20 June 2000. For
the purposes of this report, adjustment has been made to reverse the provision made in 1998.
Summary of Proforma Balance Sheets
The proforma balance sheets incorporate the assets and liabilities of the Company and all its
subsidiaries listed in paragraph A of this report. The proforma balance sheets are presented as
if the current Group structure as described in paragraph A had been in existence throughout
the period under review, or since incorporation for subsidiaries formed during the period.
31 December
Note
Fixed assets
1995
$’000
1996
$’000
1997
$’000
1998
$’000
1999
$’000
11,054
10,226
12,678
17,822
28,798
—
—
—
1,418
1,286
240
158
30
17
3
Investments
Preliminary and preproduction expenses
Advance to customer
—
—
—
—
184
6,396
13,597
18,711
23,396
27,850
(3,897)
(6,655)
(9,720)
(13,283)
(35,840)
2,499
6,942
8,991
10,113
(7,990)
13,793
17,326
21,699
29,370
22,281
(2,320)
(2,399)
(4,735)
(4,812)
(11,139)
11,473
14,927
16,964
24,558
11,142
Current assets
less:
Current liabilities
Net current assets/(liabilities)
Non current liabilities
Representing:
Share capital
1
2,600
2,600
2,600
2,600
2,600
Reserves
2
8,873
12,327
14,255
21,686
7,844
11,473
14,927
16,855
24,286
10,444
—
—
109
272
698
11,473
14,927
16,964
24,558
11,142
Shareholders’ funds
Minority interests
77
D.
Summary of Proforma Balance Sheets (continued)
Notes:
1.
During 1997, the Company acquired the remaining 20% interest in GPM paid for by the issue of 100,000
ordinary shares of $1 each in the Company at a premium of $2,469,000. Proforma adjustments have been made
to show the acquisition applied retrospectively.
2.
Reserves comprise the following:
31 December
Note
Revenue reserves
Share premium
1
Exchange translation reserve
1995
$’000
1996
$’000
1997
$’000
1998
$’000
1999
$’000
6,659
10,125
16,800
23,953
10,102
2,469
2,469
(255)
(359)
2,469
2,469
2,469
(5,106)
(4,828)
(5,001)
Asset revaluation reserve
—
—
—
—
182
Other reserves
—
92
92
92
92
8,873
12,327
14,255
21,686
7,844
1995
$’000
1996
$’000
Reserves
Movements in reserves are as follows:
Note
Balance brought forward
5,708
8,873
Retained profit
2,879
3,466
Exchange translation on consolidation
31 December
1997
1998
$’000
$’000
1999
$’000
12,327
14,255
21,686
6,675
7,153
(13,851)
278
(173)
47
(168)
239
104
—
—
—
—
(40)
—
—
—
Transfer to capital reserve
—
92
—
—
—
Asset revaluation reserve
—
—
—
—
182
8,873
12,327
14,255
21,686
7,844
Change in accounting policy on
translation of foreign subsidiaries
Exchange translation adjustments
relating to changes in shareholding
in subsidiary
1
Balance carried forward
78
(4,747)
E.
Statement of Net Assets
The statement of net assets of the Company and the Group and the proforma statement of net
assets of the Group as at 31 December 1999 are set out below.
Note
Company
$’000
Group
$’000
Proforma
Group
$’000
Fixed assets
1
71,084
28,798
28,798
Investments in subsidiaries
2
4,189
—
—
Quoted investments
3
1,286
1,286
1,286
Preliminary expenses
4
—
3
3
Advance to customer
5
—
184
184
Stocks
6
133
4,175
4,175
Trade debtors
7
3,528
5,862
5,862
Other debtors, deposits and prepayments
8
735
3,206
3,206
Advance to customer
5
—
736
736
15,016
17
—
17
—
17
—
—
465
1,753
13,389
13,389
21,182
27,385
27,850
912
2,893
2,893
11,220
13,481
13,481
21,718
—
—
Current Assets
Amounts owing by
— subsidiaries
— holding company
Amount owing by affiliated company
Cash at banks and in hand
9
Less:
Current Liabilities
Trade creditors
Other creditors and accruals
10
Amounts owing to subsidiaries
Hire purchase creditors
11
53
149
149
Term loans
12
12,000
12,501
12,501
Bank overdrafts
446
478
478
Deferred income
848
1,033
1,033
86
305
305
5,000
5,000
5,000
52,283
35,840
35,840
(31,101)
(8,455)
(7,990)
45,458
21,816
22,281
Provision for taxation
Dividend payable
Net Current Liabilities
Total Assets less Current Liabilities
carried forward
79
E.
Statement of Net Assets (continued)
Note
Total Assets less Current Liabilities
brought forward
Company
$’000
Group
$’000
Proforma
Group
$’000
45,458
21,816
22,281
Less:
Non Current Liabilities
Hire purchase creditors
11
134
171
171
Term loans
12
6,000
6,000
6,000
4,681
4,968
4,968
10,815
11,139
11,139
34,643
10,677
11,142
Deferred taxation
Representing:Share capital
13
2,600
2,600
2,600
Reserves
14
32,043
7,379
7,844
34,643
9,979
10,444
—
698
698
34,643
10,677
11,142
Share capital and reserves
Minority interests
F.
Summary of Significant Accounting Policies
1.
Basis of Accounts Preparation
The accounts expressed in Singapore dollars, are prepared in accordance with the historical
cost convention, modified by the revaluation of certain fixed assets.
2.
Basis of Consolidation
The consolidated accounts incorporate the accounts of the Company and all its subsidiaries.
The results of subsidiaries acquired or disposed of during the year are included from the
effective date of acquisition or to the effective date of disposal. All intra-group balances
and transactions are eliminated.
The proforma consolidated accounts are presented as if the current Group structure as
described in paragraph A had been in existence throughout the period under review, or
since incorporation for subsidiaries formed during the period.
Assets and liabilities of foreign subsidiaries are translated into Singapore dollars at rates of
exchange closely approximate to those ruling at the balance sheet date. Profit and loss
items during the year are translated at the average exchange rates during the period.
Translation differences arising therefrom are taken to the Exchange Translation Reserve.
80
F.
Summary of Significant Accounting Policies (continued)
3.
Fixed Assets and Depreciation
Fixed assets are stated at cost or valuation less accumulated depreciation. Freehold land
is not depreciated. Depreciation is computed on the straight line basis over the estimated
useful lives of other fixed assets as follows:Factory building
—
20 years
Leasehold improvements
—
3 years
Crates
—
10 years
Machinery and equipment
—
5 years
Office equipment, furniture and fittings
—
5 years
Motor vehicles
—
5 years
Surpluses arising on revaluations are credited directly to reserves.
4.
Investments
(a) Subsidiaries
Investments in subsidiaries are stated in the Company’s balance sheet at cost. Provision
is made when, in the opinion of the directors, there has been a permanent diminution
in value.
Dividends from subsidiaries are included in the Company’s profit and loss account in
the year when the dividends are provided for by the subsidiaries.
(b) Other Investments
Quoted investments held for long-term purposes are stated at cost. Provision for
diminution in value of these investments is made when, in the opinion of the directors,
there has been a permanent diminution in value.
Dividends are recognised as and when they are received.
5.
Preliminary and Pre-operating Expenses
Preliminary and pre-operating expenses are stated at cost and are amortised over a period
of five years from the date of commencement of operations.
6.
Stocks
Stocks are valued at the lower of cost and net realisable value. Cost is determined on the
weighted average basis. In arriving at the net realisable value, due allowance is made for
all obsolete and slow-moving items.
7.
Deferred Taxation
Deferred taxation is provided, using the liability method, on all significant timing differences
between the accounting and taxation treatment of certain income and expense items.
Deferred tax benefits are not accounted for unless there is a reasonable expectation of
realisation.
81
F.
Summary of Significant Accounting Policies (continued)
8.
Income Recognition
Income from the leasing of crates is taken up over the period commencing from the Company
handing over custody of the crates to the expected date of the crates being available for
the next lease.
9.
Foreign Currency Translation
Monetary assets and liabilities in foreign currencies are translated into recording currencies
at exchange rates closely approximate to those ruling at the balance sheet. Transactions
in foreign currencies during the year are translated at rates prevailing on transaction dates.
Translation differences are included in the profit and loss account.
G.
Notes to Statement of Net Assets
1.
Fixed Assets
(a) The Company
At Cost
$’000
Leasehold improvements
Accumulated
Depreciation
$’000
Net Book
Value
$’000
9
1
8
99,576
29,033
70,543
Office equipment, furniture and fittings
445
259
186
Motor vehicles
372
25
347
100,402
29,318
71,084
At Cost
$’000
Accumulated
Depreciation
$’000
Net Book
Value
$’000
Crates
(b) The Group and the Proforma Group
At Valuation:
Freehold land – at 1999 valuation
375
—
375
598
195
403
9
1
8
43,848
17,026
26,822
1,150
844
306
Office equipment, furniture and fittings
972
639
333
Motor vehicles
847
296
551
47,799
19,001
28,798
At Cost:
Factory building
Leasehold improvements
Crates
Machinery and equipment
(c) Included in fixed assets of the the Group and the Proforma Group are assets with a
net book value of approximately $487,000 acquired under hire purchase arrangements.
(d) The freehold land of a subsidiary was revalued by Siam Appraisal and Services Co.,
Ltd based on open market valuation on 28 December 1999 and their estimates of the
market value have been taken up in the financial statements.
82
G.
Notes to Statement of Net Assets (continued)
2.
Investments in Subsidiaries
Particulars of the subsidiaries as at the date of this report are set out in paragraph A. The
subsidiaries listed in paragraph A are reconciled to subsidiaries as at the balance sheet
date as follows:
$’000
Cost of investments in subsidiaries as at the date of
this report and as shown in paragraph A
4,956
Additions/Disposals between balance sheet date and date of this report:
Additional share capital contribution in Goodpack Systems Sdn. Bhd.
(153)
Additional share capital contribution in Singkor Investment Pte Ltd
(“Singkor Investment”)
(1,000)
Disposal of interest in Singkor Investment
300
Transfer of a subsidiary, Goodpack Korea Limited, to Singkor Investment
Cost of investments in subsidiaries as at
31 December 1999
3.
4,189
Quoted Investments
Quoted shares, at cost
Market value of quoted shares
4.
86
Company
$’000
The Group
and the
Proforma Group
$’000
1,286
1,286
702
702
Preliminary Expenses
Company
$’000
The Group
and the
Proforma Group
$’000
At cost
—
376
Accumulated amortisaton
—
(373)
—
3
83
G.
Notes to Statement of Net Assets (continued)
5.
Advance to Customer
Company
$’000
The Group
and the
Proforma Group
$’000
Repayable:
within 12 months
—
736
after 12 months
—
184
—
920
The advance to a customer is repayable in equal quarterly instalments to February 2001.
The advance bears interest at 8% per annum.
6.
Stocks
Company
$’000
Materials for construction and
maintenance of crates
—
Provision for stock obsolescence
—
Supplies
Materials-in-transit
2,892
(42)
—
2,850
133
332
—
853
Work-in-process
140
133
7.
The Group
and the
Proforma Group
$’000
4,175
Trade Debtors
Trade debtors
Provision for doubtful debts
Company
$’000
The Group
and the
Proforma Group
$’000
3,528
5,913
—
3,528
84
(51)
5,862
G.
Notes to Statement of Net Assets (continued)
8.
Other Debtors, Deposits and Prepayments
Company
$’000
Deposits
62
107
Deferred bank facility charges
193
193
Prepayments
259
288
Sundry debtors
183
1,442
Restructuring costs
38
38
Amounts owed by sub-contractors
—
1,244
735
3,312
Provision for doubtful debts
—
735
9.
The Group
and the
Proforma Group
$’000
(106)
3,206
Fixed Deposit, Cash at Banks and in Hand
Fixed deposits totalling $514,000 of the Group and the Proforma Group are placed with a
bank as collateral for guarantee facilities.
10. Other Creditors and Accruals
Company
$’000
Provision for repairs and maintenance
The Group
and the
Proforma Group
$’000
948
948
Accruals
7,121
8,712
Other creditors
3,151
3,821
11,220
13,481
Company
$’000
The Group
and the
Proforma Group
$’000
11. Hire Purchase Creditors
Hire purchase instalments
207
346
Deferred interest
(20)
(26)
187
320
53
149
134
171
187
320
Due within 12 months
Due after more than 12 months
85
G.
Notes to Statement of Net Assets (continued)
11. Hire Purchase Creditors
Company
$’000
The Group
and the
Proforma Group
$’000
The future minimum instalments under
hire purchase are as follows:Payable within 1 year
Payable within 2 to 5 years
62
162
145
184
207
346
12. Term Loans
Company
$’000
The Group
and the
Proforma Group
$’000
Long-term loan secured by a fixed and
floating charge over all the assets of
the Company. The loan bears
interest at 6.75%
18,000
18,000
Short term loan secured by a
corporate guarantee of the Company
—
501
18,000
18,501
— within 12 months
12,000
12,501
— after 12 months
6,000
6,000
18,000
18,501
Repayable
The long term loan of the Company is repayable as follows:(i)
$12,000,000 upon the Company achieving listed status on the Singapore Exchange
Securities Trading Limited
(ii) $3,000,000 per year subsequently
If listed status is not achieved by 3 December 2000, the loan becomes repayable as
follows:$’000
3 December 2000
6,000
3 December 2001
6,000
3 December 2002
6,000
18,000
86
G.
Notes to Statement of Net Assets (continued)
13. Share Capital
Company
$’000
The Group
and the
Proforma Group
$’000
Authorised:
10,000,000 ordinary shares of $1 each
10,000
10,000
Issued and fully paid:
2,600,000 ordinary shares of $1 each
2,600
2,600
14. Reserves
Group
$’000
Proforma
Group
$’000
2,469
2,469
2,469
29,574
9,637
10,102
(5,001)
(5,001)
Company
$’000
Share premium
Unappropriated profit
Foreign exchange translation reserve
— adverse balance
—
Asset revaluation reserve
—
182
182
Other reserves
—
92
92
32,043
7,379
7,844
15. Contingent Liabilities
The Company
(i)
As at 31 December 1999, the Company has provided a guarantee in respect of the
banking facilities of a subsidiary. The amount drawn down under the facility as at 31
December 1999 amounted to $501,000.
(ii) As at 31 December 1999, the Company has unsecured contingent liabilities in respect
of undertakings to provide continuing financial support to a subsidiary, to enable the
subsidiary to continue its operations for at least the twelve months after the date of
audited financial statements. As at 31 December 1999, the deficit in shareholders’
equity of the subsidiary amounted to $335,000.
The Group
(i)
A subsidiary has indemnified a bank for the issue of a letter of guarantee in favour of
a government agency amounting to $20,000. The guarantee is required for the
operations of the company in the normal course of its business.
(ii) As at 31 December 1999, the Group has contingent liabilities in respect of bank
guarantee facilities amounting to $509,000.
87
G.
Notes to Statement of Net Assets (continued)
16. Commitments
(i)
Operating Lease Commitments
As at 31 December 1999, lease commitment in respect of non-cancellable operating
leases with a term exceeding one year are as follows:
Company
$’000
Within 1 year
Within 2 to 5 years
The Group
and the
Proforma Group
$’000
74
166
107
130
181
296
(ii) Foreign Exchange Commitments – The Group and The Company
As at 31 December 1999, the Group and the Company have commitments in respect
of foreign exchange contracts of a hedging nature amounting to $66,000.
(iii) Capital Commitments – The Group and The Company
As at 31 December 1999, the Company has a commitment in respect of the uncalled
capital of 10,000,000 shares of Baht 7.50 per share, in a wholly owned subsidiary,
Goodpack (Bangkok) Company Limited amounting to $3,336,000.
As at 31 December 1999, the Group and the Company have commitments in respect
of contracted fixed assets acquisitions of $390,000.
(iv) Other Commitments
As at 31 December 1999, the Group and the Company have commitments to acquire
material on behalf of sub-contractors amounting to $3,626,000.
17. Subsequent Events
(i)
Subsequent to the balance sheet date, at an extraordinary general meeting (“EGM”)
dated 6 June 2000, the shareholders of the Company approved the following:•
the sub-division of the par value of each of the existing shares of $1 each in the
capital of the Company into 100 ordinary shares of $0.01 each.
•
the conversion of the Company into a public limited company and the change of
its name to Goodpack Limited.
•
The issue of 68,000,000 new ordinary shares.
(ii) Subsequent to the balance sheet date, Goodpack Systems Sdn. Bhd. increased its
issued share capital from 20,000 ordinary shares of RM1 each to 500,000 ordinary
shares of RM1 each. The Company subscribed for additional 330,000 ordinary shares
of RM1 each for S$153,000. As a result, the Company’s interest in the subsidiary was
diluted from 100% to 70%. The overall gain on dilution was approximately $3,000.
88
G.
Notes to Statement of Net Assets (continued)
17. Subsequent Events (continued)
(iii) Subsequent to the balance sheet date, the Company acquired additional 999,998
ordinary shares of $1 each fully paid of Singkor Investment Pte Ltd (“Singkor
Investment”) at par for cash. Thereafter, the Company transferred its entire equity
interest in its wholly owned subsidiary, Goodpack Korea Limited, to Singkor Investment
for $76,000. Upon the completion of this transaction, the Company disposed of 30%
equity interest in Singkor Investment for $300,000. As a result of these transactions
the Group made an overall gain on dilution of its interest in Goodpack Korea Limited
of approximately $96,000
H.
Net Tangible Asset Backing
The net tangible assets backing of the Group for each $0.01 ordinary share, based on the
audited accounts of the Group as at 31 December 1999 and after taking into account the
following, is as set out below:–
1.
Receipt on 20 June 2000 of repayment of advance of $465,000 to affiliated company
previously fully provided.
2.
The sub-division of 2,600,000 shares of $1.00 each fully paid into 260,000,000 shares of
$0.01 each fully paid, as approved at the Extraordinary General Meeting held on 6 June
2000.
3.
The issue of 68,000,000 New Shares of $0.01 each which is the subject of this invitation
and the proceeds and estimated expenses in connection therewith.
$’000
Net Tangible Assets
Net tangible assets as at 31 December 1999
Repayment of advance
9,976
465
Proceeds from issue of 68,000,000 New Shares of $0.01 each,
which are the subject of this invitation, as follows:
• 60,500,000 New Shares at $0.48 per share
• 7,500,000 Reserved Shares at $0.39 per share
29,040
2,925
31,965
less:
Estimated expenses of this invitation
1,400
30,565
41,006
Issued Share Capital
No of Shares
Issued share capital of 2,600,000 shares of $1.00 each fully paid
Subdivision of 2,600,000 shares of $1.00 each fully paid into
260,000,000 shares of $0.01 each fully paid
Issue of 68,000,000 New Shares of $0.01 each, which is the subject
of this invitation
2,600,000
260,000,000
68,000,000
328,000,000
Net tangible assets backing for each share of $0.01
89
$0.125
I.
Audited Accounts
No audited accounts have been prepared for any period subsequent to 31 December 1999.
Yours faithfully
KPMG
Certified Public Accountants
Singapore
Partner-in-charge : David Anthony Leaver
90
GENERAL AND STATUTORY INFORMATION
INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS
1.
The names, ages, addresses and current occupations of the Directors of our Company and
Executive Officers of our Group are set out on pages 57, 63 and 64 of this Prospectus.
2.
Information on the business and working experience of our Directors is set out on pages 57 to
58 of this Prospectus.
3.
The list of present and past directorships of each Director for the last five years is set out on
pages 59 to 63 of this Prospectus.
4.
Information on the business and working experience of the Executive Officers of our Group is
set out on pages 64 to 65 of this Prospectus.
5.
The list of present and past directorships of each Executive Officer for the last five years is set
out on page 66 of this Prospectus.
6.
Save as disclosed below, none of our Directors or Executive Officers is or was involved in any
of the following events:(a) a petition under any bankruptcy laws filed in any jurisdiction against him or any partnership
in which he was a partner or any corporation of which he was a director or an executive
officer;
(b) a conviction of any offence, other than a traffic offence, or a judgement, including findings
in relation to fraud, misrepresentation or dishonesty, given against him in any civil
proceedings in Singapore or elsewhere, or any proceedings now pending which may lead
to a conviction or judgement, or any criminal investigation pending against him; or
(c) the subject of an order, judgment or ruling of any court, tribunal or government body
permanently or temporarily enjoining him from acting as an investment adviser, dealer in
securities, director or employee of a financial institution and engaging in any type of business
practice or activity.
Mr Lam Choon Sen David @ Lam Kwok Kwong
In 1982, the subordinate military court ruled against Mr Lam Choon Sen David @ Lam Kwok
Kwong for not turning up for reservist training, and he was sent for military detention for less
than seven days.
Mr Tan Bien Chuan
Mr Tan Bien Chuan is a non-executive director of Royal-Sweet Asia Ltd (“RSA”), which is
currently undergoing winding-up proceedings pursuant to a creditor’s petition. Mr Tan was
appointed to the board of directors of RSA to look after the interests of the holders of convertible
bonds issued by RSA. On 4 April 1999, the RSA bondholders filed a petition to wind up RSA
due to several events of default under the terms of the bonds which had occurred. A RSA
creditor also filed a petition to wind up RSA on 9 June 1999 and on the hearing of that petition
on 16 July 1999, a winding up order was made.
91
Mr Ee Chin Wee
In 1978, a lorry belonging to Mr Ee Chin Wee’s former employer entered a Port of Singapore
Authority terminal with additional cargo which had been loaded onto the lorry without the proper
supporting documents. Mr Ee, who was responsible for the shipment of the cargoes on behalf
of his employer was charged under the Port of Singapore Authority Act, Chapter 236 (which
has since been repealed) and was fined about $1,500.
7.
The aggregate emoluments (including CPF contributions thereon) paid to the then existing
Directors for services rendered in all capacities to our Company and its subsidiaries in FY 98
amounted to approximately $726,178. The aggregate emoluments payable to the present Directors
in FY 99 under the arrangements in force at the date of this Prospectus, including the Service
Agreement referred to on page 67 of this Prospectus, is approximately $1.2 million.
8.
Save as disclosed on page 67 of this Prospectus, there are no existing or proposed service
contracts between our Directors and our Company or its subsidiaries.
9.
Save as disclosed on pages 22, 23 and 93 of this Prospectus, our Directors and Executive
Officers are unrelated by blood or marriage to one another nor are they so related to any
substantial shareholder of our Company.
10.
No option to subscribe for shares in, or debentures of, our Company or its subsidiaries has
been granted to, or was exercised by, any Director or Executive Officer within the last financial
year.
11.
Save as disclosed on page 24 of this Prospectus, no person has been, or is entitled to be,
given an option to subscribe for any shares in or debentures of our Company or its subsidiaries.
12.
Save as disclosed on pages 51 and 52 of this Prospectus, no Director or expert is interested,
directly or indirectly, in the promotion of, or in any assets acquired or disposed of by, or leased
to, our Company or its subsidiaries within two years preceding the date of this Prospectus, or
in any proposal for such acquisition or disposal or lease as aforesaid.
13.
Save as disclosed on page 52 of this Prospectus, no Director has any interest in any existing
contract or arrangement that is significant in relation to the business of our Group taken as a
whole.
14.
Save as disclosed on pages 53 to 56 of this Prospectus, no Director, substantial shareholder or
Executive Officer has any interest, direct or indirect, in any business carrying on a similar trade
as our Company or its subsidiaries.
15.
There is no shareholding qualification for Directors in the Articles of Association of our Company.
92
16.
The interests of our Directors and substantial shareholders in the Shares at the date of this
Prospectus and as recorded in the Register of Directors’ Shareholdings and the Register of
Substantial Shareholders maintained under the provisions of the Companies Act (Chapter 50)
are as follows:Number of Shares
registered in the
names of Directors
and substantial
shareholders
Name
%
Number of Shares in
which the Directors and
substantial shareholders
are deemed to
have an interest
%
Directors
Lam Choon Sen David @
Lam Kwok Kwong1
Liew Yat Fang
2
Tan Soo Kiat
Liew Yew Pin
2
—
—
169,200,000
65.08
—
—
169,200,000
65.08
—
—
—
—
—
—
—
Lim Sok Hia
—
—
—
—
Toh Tiong San
—
—
—
—
Tan Bien Chuan
—
—
—
—
Soh Yew Hock
—
—
—
—
Dr Thio Su Mien
—
—
—
—
Lew Syn Pau
—
—
—
—
169,200,000
65.08
—
—
DBS Nominees Pte Ltd3
51,800,000
19.92
—
—
O,W&W Investments Limited
17,500,000
6.73
—
—
16,700,000
6.42
Institutions
Goodpack Holdings
Citicorp4
Notes:1
Mr Lam Choon Sen David @ Lam Kwok Kwong holds more than 20% interest in the share capital of Goodpack
Holdings and as such, is deemed to be interested in the Shares held by Goodpack Holdings.
2
Mdm Liew Yat Fang is the spouse of Mr Lam Choon Sen David @ Lam Kwok Kwong and Mr Liew Yew Pin is a
sibling of Mdm Liew Yat Fang. Mdm Liew Yat Fang is deemed to be interested in the Shares which are held by Mr
Lam Choon Sen David @ Lam Kwok Kwong or which he has an interest in and vice versa.
3
DBS Nominees Pte Ltd holds these Shares as nominee for DBS Bank and DBSCI.
4
Citicorp holds an option over the Shares held by Goodpack Holdings which, if exercised, will result in Citicorp
acquiring 6.42% of the pre-flotation shareholding interest in our Company held by Goodpack Holdings. In addition
to Citicorp’s interest in the option, Citicorp also has a 6.56% interest in Goodpack Holdings which in turn has a
65.08% interest in Goodpack.
Save as disclosed above, no Director has any interest in the Shares, including the New Shares,
which are the subject of this Invitation.
17.
No sum has been paid or has been agreed to be paid to any Director or to any firm in which
a Director is a partner in cash or in shares or otherwise by any person to induce him to
become a Director in connection with the promotion or formation of our Company.
93
SHARE CAPITAL
18.
As at the date of this Prospectus, there is only one class of shares in the capital of our
Company. The rights and privileges attached to the Shares are stated in the Articles of
Association of our Company. There are no founder, management or deferred shares.
19.
Save as disclosed herein, there were no changes in the issued and paid-up share capital of
our Company or its subsidiaries within the two years preceding the date of this Prospectus.
Date of Issue
Purpose of Issue/
Consideration
Resultant
Issued
Share Capital
Number of
Shares Issued
Issue Price
100,000 Shares
S$1.00
Acquisition of 40,000
ordinary shares of
Baht 100 each in
Goodpack
Manufacturing
S$2,600,000
100,000 Class B
ordinary shares
of par value A$1.00
each and 150,000
Class A ordinary shares
of par value A$1.00
each in Goodpack
Australia
A$1.00
To increase issued
and paid-up share
capital of Goodpack
Australia as provided
for in Joint Venture
Agreement
A$500,000
720 shares in
Goodpack Japan
¥50,000
Initial issued and
paid-up share capital
of Goodpack Japan
as provided for in
Joint Venture
Agreement
¥36,000,000
HK$1
Acquisition of two
shares in Able
Agents
HK$2
9,998 shares in
Able Agents
HK$1
To increase issued
and paid-up share
capital of Able Agents
HK$10,000
2 shares in Singkor
Investment
S$1.00
Acquisition of two
shares in Singkor
Investment
S$2.00
999,998 shares in
Singkor Investment
S$1.00
To increase issued
and paid-up share
capital of Singkor
Investment
S$1,000,000
480,000 shares in
Goodpack Malaysia
RM1.00
To increase issued
and paid-up share
capital of Goodpack
Malaysia as provided
for in Joint Venture
Agreement
RM500,000
Goodpack
1 June 1998
Goodpack Australia
28 September 1998
Goodpack Japan
24 February 1999
Able Agents
3 May 1999
12 October 1999
2 shares in
Able Agents
Singkor Investment
30 December 1999
30 May 2000
Goodpack Malaysia
5 June 2000
94
20.
Save as disclosed above, no shares or debentures were issued or were agreed to be issued by
our Company or its subsidiaries for cash or for a consideration other than cash during the last
two years preceding the date of this Prospectus.
ARTICLES OF ASSOCIATION
21.
(a) The following provisions in the Articles of Association of our Company relate to restrictions
on the transferability of shares and the voting rights of members of the Company:Article 38
(A) There shall be no restriction on the transfer of fully paid up shares (except where
required by law, the listing rules of any Stock Exchange upon which the shares of the
Company may be listed or the rules and/or bye-laws governing any Stock Exchange
upon which the shares of the Company may be listed) but the Directors may in their
discretion decline to register any transfer of shares upon which the Company has a
lien and in the case of shares not fully paid up, may refuse to register a transfer to a
transferee of whom they do not approve Provided always that in the event of the
Directors refusing to register a transfer of shares, they shall within one month beginning
with the day on which the application for a transfer of shares was made, serve a
notice in writing to the applicant stating the facts which are considered to justify the
refusal as required by the Statutes.
(B) The Directors may in their sole discretion refuse to register any instrument of transfer
of shares unless:
(a) all or any part of the stamp duty (if any) payable on each share certificate and
such fee not exceeding $2 as the Directors may from time to time require pursuant
to Article 41, is paid to the Company in respect thereof;
(b) the instrument of transfer is deposited at the Office or at such other place (if any)
as the Directors may appoint accompanied by the certificates of the shares to
which it relates, and such other evidence as the Directors may reasonably require
to show the right of the transferor to make the transfer and, if the instrument of
transfer is executed by some other person on his behalf, the authority of the person
so to do;
(c) the instrument of transfer is in respect of only one class of shares; and
(d) the amount of the proper duty with which each share certificate to be issued in
consequence of the registration of such transfer is chargeable under any law for
the time being in force relating to stamps is tendered.
Article 61
At any General Meeting, a resolution put to the vote of the meeting shall be decided on a
show of hands unless a poll is (before or on the declaration of the result of the show of
hands) demanded by:
(a) the chairman of the meeting; or
(b) not less than two members present in person or by proxy and entitled to vote; or
(c) a member present in person or by proxy and representing not less than one-tenth of
the total voting rights of all the members having the right to vote at the meeting; or
95
(d) a member present in person or by proxy and holding shares in the Company conferring
a right to vote at the meeting and being shares on which an aggregate sum has been
paid up equal to not less than one-tenth of the total sum paid on all the shares conferring
that right,
Provided always that no poll shall be demanded on the choice of a chairman or on a
question of adjournment.
Article 63
In the case of an equality of votes, whether on a show of hands or on a poll, the chairman
of the meeting at which the show of hands takes place or at which the poll is demanded
shall be entitled to a casting vote.
Article 65
Subject and without prejudice to any special privileges or restrictions as to voting for the
time being attached to any special class of shares for the time being forming part of the
capital of the company, each member entitled to vote may vote in person or by proxy. On
a show of hands, every member who is present in person or by proxy shall have one vote
and on a poll, every member who is present in person or by proxy shall have one vote for
every share which he holds or represents. For the purpose of determining the number of
votes which a member, being a Depositor, or his proxy may cast at any General Meeting
on a poll, the reference to shares held or represented shall, in relation to shares of that
Depositor, be the number of shares entered against his name in the Depository Register
as at forty-eight hours before the time of the relevant General Meeting as certified by the
Depository to the Company.
Article 66
In the case of joint holders of a share, 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 of Members or (as the case may be) the Depository Register in
respect of the share.
Article 67
Where in Singapore or elsewhere, a receiver or other person (by whatever name called)
has been appointed by any court claiming jurisdiction in that behalf to exercise powers with
respect to the property or affairs of any member on the ground (however formulated) of
mental disorder, the Directors may in their absolute discretion, upon or subject to production
of such evidence of the appointment as the Directors may require, permit such receiver or
other person on behalf of such member to vote in person or by proxy at any General
Meeting or to exercise any other right conferred by membership in relation to meetings of
the Company.
Article 68
No member shall, unless the Directors otherwise determine, be entitled in respect of shares
held by him to vote at a General Meeting either personally or by proxy or to exercise any
other right conferred by membership in relation to meetings of the Company if any call or
other sum presently payable by him to the Company in respect of such shares remains
unpaid.
96
Article 69
No objection shall be raised as to the admissibility of any vote except at the meeting or
adjourned meeting at which the vote objected to is or may be given or tendered 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.
Article 70
On a poll, votes may be given 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 71
(A) A member may appoint not more than two proxies to attend and vote at the same
General Meeting Provided that if the member is a Depositor, the Company shall be
entitled and bound:
(a) to reject any instrument of proxy lodged if the Depositor is not shown to have any
shares entered against his name in the Depository Register as at forty-eight hours
before the time of the relevant General Meeting as certified by the Depository to
the Company; and
(b) to accept as the maximum number of votes which in aggregate the proxy or proxies
appointed by the Depositor is or are able to cast on a poll a number which is the
number of shares entered against the name of that Depositor in the Depository
Register as at forty-eight hours before the time of the relevant General Meeting as
certified by the Depository to the Company, whether that number is greater or
smaller than the number specified in any instrument of proxy executed by or on
behalf of that Depositor.
(B) The Company shall be entitled and bound, in determining rights to vote and other
matters in respect of a completed instrument of proxy submitted to it, to have regard
to the instructions (if any) given by and the notes (if any) set out in the instrument of
proxy.
(C) 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.
(D) A proxy need not be a member of the Company.
Article 72
(A) An instrument appointing a proxy shall be in writing in any usual or common form or
in any other form which the Directors may approve and:
(a) in the case of an individual, shall be signed by the appointor or his attorney; and
(b) 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.
(B) The signature on such instrument need not be witnessed. Where an instrument
appointing a proxy is signed on behalf of the appointor by an attorney, the letter or
power of attorney or a duly certified copy thereof must (failing previous registration
with the Company) be lodged with the instrument of proxy pursuant to Article 73,
failing which the instrument may be treated as invalid.
97
Article 73
An instrument appointing a proxy must be left at such place or one of such places (if any)
as may be specified for that purpose in or by way of note to or in any document
accompanying the notice convening the meeting (or, if no place is so specified, at the
Office) not less than forty-eight hours before the time appointed for the holding of the
meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the
same day as the meeting or adjourned meeting) for the taking of the poll at which it is to
be used, and in default shall not be treated as valid. The instrument shall, unless the
contrary is stated thereon, be valid as well for any adjournment of the meeting as for the
meeting to which it relates; Provided that an instrument of proxy relating to more than one
meeting (including any adjournment thereof) having once been so delivered for the purposes
of any meeting shall not be required again to be delivered for the purposes of any
subsequent meeting to which it relates.
Article 74
An instrument appointing a proxy shall be deemed to include the right to demand or join in
demanding a poll, to move any resolution or amendment thereto and to speak at the
meeting.
Article 75
A vote cast by proxy shall not be invalidated by the previous death or insanity of the
principal or by the revocation of the appointment of the proxy or of the authority under
which the appointment was made Provided that no intimation in writing of such death,
insanity or revocation shall have been received by the Company at the Office at least one
hour before the commencement of the meeting or adjourned meeting or (in the case of a
poll taken otherwise than at or on the same day as the meeting or adjourned meeting) the
time appointed for the taking of the poll at which the vote is cast.
Article 76
Any corporation which is a member of the Company may by resolution of its directors or
other governing body authorise such person as it thinks fit to act as its representative at
any meeting of the Company or of any class of members of the Company. The person so
authorised shall be entitled to exercise the same powers on behalf of such corporation as
the corporation could exercise if it were an individual member of the Company and such
corporation shall for the purposes of these presents be deemed to be present in person at
any such meeting if a person so authorised is present thereat.
(b) The following provisions in the Articles of Association of the Company relate to the
remuneration, voting rights on proposals, arrangements or contracts in which Directors are
interested and the borrowing powers of Directors:Article 79
The ordinary fees of the Directors shall from time to time be determined by an Ordinary
Resolution of the Company and shall not be increased except pursuant to an Ordinary
Resolution passed at a General Meeting where notice of the proposed increase shall have
been given in the notice convening the General Meeting and shall (unless such resolution
otherwise provides) be divisible among the Directors as they may agree, or failing agreement,
equally, except that any Director who shall hold office for part only of the period in respect
of which such fees is payable shall be entitled only to rank in such division for a proportion
of fees related to the period during which he has held office.
98
Article 80
(A) Any Director who holds any executive office, or who serves on any committee of the
Directors, or who otherwise performs services which in the opinion of the Directors are
outside the scope of ordinary duties of a Director, may be paid such extra remuneration
by way of salary, commission or otherwise as the Directors may determine.
(B) The fees (including any remuneration under Article 80(A) above) in the case of a
Director other than an Executive Director shall be payable by a fixed sum and shall not
at any time be by commission on or percentage of the profits or turnover, and no
Director whether an Executive Director or otherwise shall be remunerated by a
commission on or percentage of turnover.
Article 81
The Directors may repay to any Director all such reasonable expenses as he may incur in
attending and returning from meetings of the Directors or of any committee of the Directors
or General Meetings or otherwise in or about the business of the Company.
Article 82
The Directors shall have power to pay and agree to pay pensions or other retirement,
superannuation, death or disability benefits to (or to any person in respect of) any Director
for the time being holding any executive office and for the purpose of providing any such
pensions or other benefits to contribute to any scheme or fund or to pay premiums.
Article 83
A Director may be party to or in any way interested in any contract or arrangement or
transaction to which the Company is a party or in which the Company is in any way
interested and he may hold and be remunerated in respect of any office or place of profit
other than the office of Auditor of the Company or any subsidiary thereof under the Company
or any other company in which the Company is in any way interested and he (or any firm
of which he is a member) may act in a professional capacity for the Company or any such
other company and be remunerated therefor and in any such case as aforesaid (save as
otherwise agreed) he may retain for his own absolute use and benefit all profits and
advantages accruing to him thereunder or in consequence thereof.
Article 88
The remuneration of a Managing Director shall from time to time be fixed by the Directors
and may, subject to these presents, be by way of salary or commission or participation in
profits or by any or all these modes but he shall not under any circumstances be remunerated
by a commission on or a percentage of turnover.
Article 98
(A) Any Director may at any time by writing under his hand and deposited at the Office, or
delivered at a meeting of the Directors, appoint any person approved by a majority of
his co-Directors (other than another Director) to be his alternate Director and may in
like manner at any time terminate such appointment. Such appointment, unless
previously approved by the majority of the Directors, shall have effect only upon and
subject to being so approved. A person shall not act as alternate Director to more than
one Director at the same time.
(B) The appointment of an alternate Director shall determine on the happening of any
event which if he were a Director would cause him to vacate such office or if the
Director concerned (below called “his principal”) ceases to be a Director.
99
(C) An alternate Director shall (except when absent from Singapore) be entitled to receive
notices of meetings of the Directors and shall be entitled to attend and vote as a
Director at any such meeting at which his principal is not personally present and
generally at such meeting to perform all functions of his principal as a Director and for
the purposes of the proceedings at such meeting the provisions of these presents
shall apply as if he (instead of his principal) were a Director. If his principal is for the
time being absent from Singapore or temporarily unable to act through ill health or
disability, his signature to any resolution in writing of the Directors shall be as effective
as the signature of his principal. To such extent as the Directors may from time to time
determine in relation to any committees of the Directors, the foregoing provisions of
this paragraph shall also apply mutatis mutandis to any meeting of any such committee
of which his principal is a member. An alternate Director shall not (save as aforesaid)
have power to act as a Director nor shall he be deemed to be a Director for the
purposes of these presents.
(D) An alternate Director shall be entitled to contract and be interested in and benefit from
contracts or arrangements or transactions and to be repaid expenses and to be
indemnified to the same extent mutatis mutandis as if he were a Director but he shall
not be entitled to receive from the Company in respect of his appointment as alternate
Director any fees except only such part (if any) of the fees otherwise payable to his
principal as such principal may by notice in writing to the Company from time to time
direct.
Article 102
A Director shall not vote in respect of any contract or proposed contract or arrangement or
any other proposal whatsoever in which he has any personal material interest, directly or
indirectly. A Director shall not be counted in the quorum at a meeting in relation to any
resolution on which he is debarred from voting.
Article 109
Subject as hereinafter provided and to the provisions of the Statutes, the Directors may
exercise all the powers of the Company to borrow money, to mortgage or charge its
undertaking, property and uncalled capital and to issue debentures and other securities,
whether outright or as collateral security for any debt, liability or obligation of the Company
or of any third party.
BANK BORROWINGS AND WORKING CAPITAL
22.
Save as disclosed on page 44 of this Prospectus and in the Accountants’ Report, our Company
and its subsidiaries had as at 31 December 1999, no other borrowings or indebtedness in the
nature of borrowings including bank overdrafts and liabilities under acceptances (other than
normal trading bills) or acceptances credits, mortgages, charges, hire purchase commitments,
guarantees or other material contingent liabilities.
23.
In the opinion of the Directors, there is no minimum amount which must be raised by the issue
of the New Shares in order to provide for the following items:$
(a) The purchase price of any machinery purchased or to be purchased
which is to be defrayed in whole or in part out of the proceeds of the
issue;
Nil
(b) Estimated preliminary and issue expenses (including underwriting
commission) for this Invitation payable by our Company;
Nil
100
$
(c) The repayment of any money borrowed by our Company in respect of
any of the foregoing matters; and
Nil
(d) Working capital
Nil
No amount is required to be provided in respect of the matters aforesaid otherwise than out of
the proceeds from the issue of the New Shares.
24.
Our Directors are of the opinion that, after taking into account the present banking facilities, our
Group has adequate working capital for its present requirements.
MATERIAL CONTRACTS
25.
The following contracts not being contracts entered into in the ordinary course of business of
our Company and its subsidiaries (as the case may be) have been entered into by our Company
and its subsidiaries (as the case may be) within the two years preceding the date of this
Prospectus and are or may be material:(a) Shareholders’ Agreement dated 9 February 1999 entered into between Goodpack and Mitsui
& Co., Ltd which, inter alia, regulates the relationship of the aforesaid parties as shareholders
of Goodpack Japan.
(b) Share Sale Agreement dated 29 July 1999 entered into between Goodpack, Mr Alexander
Young Uhan and Ms Shon Jungil in relation to the transfer of 150,000 shares in Singkor
Investment to each of them as consideration for the aggregate sum of S$300,000.
(c) Joint Venture Agreement dated 29 July 1999 entered into between Goodpack, Mr Alexander
Young Uhan and Ms Shon Jungil in relation to the acquisition of Singkor Investment with
its principal business being that of acquiring and holding shares in Goodpack Korea.
(d) Shareholders’ Agreement dated 10 December 1999 entered into between Goodpack,
Goodpack Holdings, Mr Lam Choon Sen David @ Lam Kwok Kwong, DBS Nominees Pte
Ltd, O,W&W Investments Limited, Dutch Asia Private Equity Fund C.V., Polytek Trading
(Singapore) Pte Ltd and Overseas Investment Nominees Private Limited which, inter alia ,
regulates the relationship between the aforesaid parties as shareholders of Goodpack.
(e) Joint Venture Agreement dated 13 March 2000 entered into between Goodpack and TS
Ventures Sdn. Bhd. pursuant to which TS Ventures Sdn. Bhd. acquired 30% equity in
Goodpack Malaysia and Goodpack acquired the remaining shareholding interest for the
purpose of promoting the usage of IBCs in Malaysia.
(f)
Deed of Undertaking dated 28 June 2000 entered into between Goodpack and Mr Lam
Choon Sen David @ Lam Kwok Kwong pursuant to which Mr Lam Choon Sen David @
Lam Kwok Kwong provided certain undertakings to Goodpack in respect of his interests in
and the business of D-Pack Pte Ltd.
(g) Deed of Undertaking dated 28 June 2000 entered into between Goodpack and Mdm Liew
Yat Fang pursuant to which Mdm Liew Yat Fang provided certain undertakings to Goodpack
in respect of her interests in and the business of D-Pack Pte Ltd.
(h) Deed of Undertaking dated 28 June 2000 entered into between Goodpack and Mr Lam
Choon Sen David @ Lam Kwok Kwong pursuant to which Mr Lam Choon Sen David @
Lam Kwok Kwong provided certain undertakings to Goodpack in respect of his interests in
and the business of Rollplat Pte Ltd.
101
(i)
Deed of Undertaking dated 28 June 2000 entered into between Goodpack and Mdm Liew
Yat Fang pursuant to which Mdm Liew Yat Fang provided certain undertakings to Goodpack
in respect of her interests in and the business of Rollplat Pte Ltd.
(j)
Depository agreement dated 28 June 2000 between Goodpack and CDP pursuant to which
CDP agreed to act as central depository for Goodpack’s securities for trades in the securities
of Goodpack through the SGX-ST.
(k) Management and Underwriting Agreement dated 28 June 2000 between our Company and
DBS Bank as the Manager and Underwriter referred to in paragraph 27(a) on page 103
below.
(l)
Placement Agreement dated 28 June 2000 between our Company and DBS Bank as
Placement Agent referred to in paragraph 27(c) on page 103 below.
(m) Receiving Bank Agreement dated 21 June 2000 between our Company and DBS Bank
pursuant to which DBS Bank will be appointed as the receiving bank in relation to the
Invitation.
LITIGATION
26.
Save as disclosed below, neither our Company nor any of its subsidiaries is engaged in any
litigation or arbitration either as plaintiff or defendant in respect of any claims or amounts which
may have or have had during the previous 12 months a significant effect on our Group’s
financial position. Our Directors have no knowledge of any proceeding, litigation or claim of
material importance which are pending or threatened against our Company or any of its
subsidiaries or of any facts likely to give rise to any such litigation, arbitration or claim.
On 12 May 2000, a claim for £74,964.20 was filed against Goodpack in the High Court of
Justice, Queen’s Bench division, Manchester District Registry, United Kingdom, in relation to a
claim for:(a) moneys due to a project consultant appointed by our Company; and
(b) outstanding sums due to a company engaged to carry out cleaning and derusting of our
IBCs and the delivery of our IBCs from Bradford, UK and Antwerp, Belgium to Italy.
The claim was served on our Company on 12 June 2000. The said Company has retained
some of our IBCs in the United Kingdom until payment of the outstanding sums that it alleges
that we owe are paid. We believe that only £37,694.94 is payable. We are currently seeking
legal advice from solicitors in the United Kingdom in connection with this matter.
Goodpack Korea, a subsidiary of our Company incorporated in Korea, was found by the Financial
Supervisory Commission of Korea (“FSC”) to have violated Article 10-102 of the Korean Exchange
Management Regulation. This regulation requires a Korean company to file reports with a foreign
exchange bank for transactions involving leases with foreign companies. Failure to do so will
result in the company’s business transactions being suspended for up to one year by the FSC.
The FSC may also refer the matter to the Prosecutor’s Office wherein Goodpack Korea could
be subject to a fine of up to 100 million won (approximately S$142,000) and/or imprisonment of
senior officers may also be imposed. Goodpack Korea had violated the aforesaid reporting
requirements in its lease with our Company. Consequently, the FSC imposed an administrative
sanction of a three-month suspension effective 1 July 2000, on Goodpack Korea from entering
into any new lease agreements with foreign companies.
102
Our Company’s Korean legal counsel, Shin & Kim, are of the view that the administrative
sanction does not affect Goodpack Korea’s existing lease arrangements with foreign companies
(e.g. our Company) and does not prohibit Goodpack Korea from entering into new lease
agreements with domestic companies. In light of the foregoing, the Directors are of the view
that the administrative sanction on Goodpack Korea will not have a material adverse impact on
the financial condition and results of Goodpack Korea and/or the Group as our 70% owned
Korean subsidiary contributed approximately 0.5% and 0.8% to our Group’s consolidated profit
before tax in FY 1998 and FY 1999 respectively.
MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS
27.
(a) Pursuant to the management and underwriting agreement (“Management and Underwriting
Agreement”) dated 28 June 2000, our Company and the Vendor appointed DBS Bank to
manage the Invitation and to underwrite the Offer Shares. DBS Bank will receive a
management fee from our Company for its services rendered in connection with the Invitation.
(b) Pursuant to the Management and Underwriting Agreement, DBS Bank agreed to underwrite
the Offer Shares for a commission of 1.5% of the Issue Price for each Offer Share, payable
by the Company and the Vendor, in the proportion in which the number of Invitation Shares
offered by each of them pursuant to the Invitation bears to the total number of Invitation
Shares.
(c) Pursuant to the Placement Agreement dated 28 June 2000, DBS Bank agreed to subscribe
or procure subscriptions for the Placement Shares for a placement commission of 2.5% of
the Issue Price for each Placement Share, payable by the Company and the Vendor, in the
proportion in which the number of Invitation Shares offered by each of them pursuant to
the Invitation bears to the total number of Invitation Shares.
(d) Brokerage will be paid by our Company and the Vendor in the proportion in which the
number of Invitation Shares offered by each of them pursuant to the Invitation bears to the
total number of Invitation Shares to members of the SGX-ST, merchant banks and members
of the Association of 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 Electronic Applications at the ATMs or Internet Banking
websites of the relevant Participating Banks, at the rate of 1.0% of the Offer Price for each
Offer Share.
(e) Save as aforesaid, no commission, discount or brokerage, has been paid or other special
terms granted within the two years preceding the date of this Prospectus or is payable to
any Director, promoter, expert, proposed Director or any other person for subscribing or
agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares in
or debentures of our Company.
(f)
The Management and Underwriting Agreement may be terminated by the Underwriter at
any time on or before the closing of the Application List on the occurrence of certain
events including, inter alia, changes in political, financial or economic conditions in Singapore
or abroad which result , inter alia, in the Singapore stock market being materially and
adversely affected.
(g) The Placement Agreement is conditional upon the Management and Underwriting Agreement
not having been terminated or rescinded pursuant to the provisions of the Management
and Underwriting Agreement.
103
MISCELLANEOUS
28.
The nature of the business of our Company is stated on pages 28 to 36 of this Prospectus. At
the date of this Prospectus, all the corporations listed below are, by virtue of Section 6 of the
Companies Act (Chapter 50), deemed to be related to our Company:-
Holding Company
Goodpack Holdings
Subsidiaries
Able Agents
Goodpack Australia
Goodpack USA
Goodpack Bangkok
Goodpack Manufacturing
Singkor Investment
Goodpack Japan
Goodpack Korea
Goodpack Malaysia
29.
The time of opening of the Application List is set out on page 9 of this Prospectus.
30. The amount payable on application is $0.48 for each Offer Share, $0.39 for each of the Reserved
Shares to be allocated to our Directors and employees, $0.48 for each of the Reserved Shares
to be allocated to our business associates and those who have contributed to the success of
our Group and $0.48 for each Placement Share. There has been no previous issue of Shares
by our Company or offer for sale of its Shares to the public within the two years preceding the
date of this Prospectus.
31.
Application moneys received by our Company in respect of successful applications (including
successful balloted applications which are subsequently rejected) will be placed in a separate
non-interest bearing account with DBS Bank (the “Receiving Bank”). In the ordinary course of
business, the Receiving Bank will deploy these moneys in the interbank money market. Pursuant
to an agreement contained in a letter dated 21 June 2000, our Company and the Receiving
Bank have agreed that our Company will receive for its own account an aggregate of a 30%
share of any net revenue in excess of $50,000 earned by the Receiving Bank from the
deployment of such monies in the interbank money market. Any refund of all or part of the
application monies to unsuccessful or partially successful applicants will be made without any
interest or any share of such revenue or any other benefits.
32.
No property has been purchased or acquired or proposed to be purchased or acquired by our
Company or its subsidiaries which is to be paid for wholly or partly out of the proceeds of the
Invitation or the purchase or acquisition of which has not been completed at the date of the
issue of this Prospectus other than property the contract for the purchase or acquisition whereof
was entered into in the ordinary course of business of our Company or its subsidiaries, the
contract not being made in contemplation of the Invitation nor the Invitation in consequence of
the contract.
33.
The estimated amount of the expenses of this issue and of the application for listing, including
underwriting and placement commission, brokerage, management fee and all other incidental
expenses in relation to the issue of the New Shares is approximately $1.4 million.
34.
No amount of cash or securities or benefit has been paid or given to any promoter within the
two years preceding the date of this Prospectus or is proposed or intended to be paid or given
to any promoter at any time.
104
35.
Save as disclosed in this Prospectus, the Directors are not aware of any relevant material
information including trading factors or risks not mentioned elsewhere in the Prospectus which
is unlikely to be known or anticipated by the general public and which could materially affect
the profits of our Company and its subsidiaries.
36.
Save as disclosed in this Prospectus, the financial condition and operations of our Group are
not likely to be affected by any of the following:(a) known trends or known demands, commitments, events or uncertainties that will result in
or are reasonably likely to result in our Group’s liquidity increasing or decreasing in any
material way;
(b) material commitments for capital expenditures;
(c) unusual or infrequent events or transactions or any significant economic changes that
materially affected the amount of reported income from operations; and
(d) known trends or uncertainties that have had or that our Group reasonably expects to have
a material favourable or unfavourable impact on revenue or operating income.
CONSENTS
37.
The Auditors and Reporting Accountants have given and have not withdrawn their written consent
to the issue of this Prospectus with the inclusion herein of the Accountants’ Report and the
audited consolidated financial statements for the year ended 31 December 1999, in the form
and context in which they appear in this Prospectus and references to their name in the form
and context in which it appears in this Prospectus and to act in such capacity in relation to this
Prospectus.
38.
The Manager, Underwriters and Placement Agents, the Solicitors, the Principal Bankers and
the Share Registrar have given and have not withdrawn their consent to the issue of this
Prospectus with the inclusion herein of their names in the form and context in which they
appear in this Prospectus and to act in those capacities in relation to this Prospectus.
DOCUMENTS AVAILABLE FOR INSPECTION
39.
Copies of the following documents may be inspected at the registered office of our Company at
7, Harrison Road, #04-01, Harrison Industrial Building Singapore 369650 during normal business
hours for a period of six months from the date of this Prospectus:(a) the Memorandum and Articles of Association of our Company;
(b) the Accountants’ Report,
(c) the material contracts referred to on pages 101 and 102 of this Prospectus;
(d) the letters of consent referred to on page 105 of this Prospectus; and
(e) the audited accounts of our Company and its subsidiaries for the last two financial years
ended 31 December 1998 and 31 December 1999.
105
STATEMENT BY DIRECTORS OF THE COMPANY
40.
This Prospectus has been seen and approved by the Directors and they collectively and
individually 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, there are no other facts the omission of which would make any statements herein
misleading, and that this Prospectus constitutes full and true disclosure of all material facts
about the Invitation and our Company and its subsidiaries.
STATEMENT BY DBS BANK
41.
DBS Bank acknowledges that, to the best of its knowledge and belief, based on information
furnished to it by our Group, this Prospectus constitutes a full and true disclosure of all the
material facts about the Invitation and our Company and its subsidiaries and it is not aware of
any other material facts the omission of which would make any statements herein misleading.
106
TABLE OF CONTENTS
Page
CORPORATE INFORMATION ......................................
1
DEFINITIONS ................................................................
3
GLOSSARY OF TECHNICAL TERMS ........................
7
DETAILS OF THE INVITATION ....................................
8
– Listing on SGX-ST ...................................................
8
– Indicative Timetable for Listing ...............................
9
PROSPECTUS SUMMARY ..........................................
10
RISK FACTORS ............................................................
13
ISSUE STATISTICS ......................................................
18
GENERAL INFORMATION ON OUR GROUP ...........
20
– Share Capital ...........................................................
20
– Shareholders ............................................................
22
– Moratorium ...............................................................
25
– Our Group Structure ................................................
26
HISTORY AND BUSINESS ..........................................
27
– History ......................................................................
27
– Business ...................................................................
28
– Review of Past Operating Results and Financial
Positions ................................................................
37
– Review of Past Operating Results .........................
40
– Review of Past Financial Positions ........................
43
– Liquidity and Capital Resources .............................
44
– Dividends ..................................................................
45
– Prospects and Future Plans ...................................
45
– Major Suppliers ........................................................
47
– Major Customers ......................................................
48
– Competition ..............................................................
48
– Interested Person Transactions ...............................
51
– Potential Conflicts of Interests ................................
53
– Corporate Governance ............................................
56
– Directors, Management and Staff ...........................
57
– Service Agreement ..................................................
67
– Directors’ Remuneration ..........................................
68
– Properties and Fixed Assets ..................................
68
DIRECTORS’ REPORT ................................................
70
ACCOUNTANTS’ REPORT ...........................................
71
GENERAL AND STATUTORY INFORMATION ...........
91
APPENDIX ..................................................................... 107
Goodpack Limited
(Incorporated in the Republic of Singapore on 14 February 1980)
Invitation in respect of 86,000,000 ordinary shares
of $0.01 each comprising 68,000,000 New Shares
and 18,000,000 Vendor Shares as follows:(1)
18,000,000 Offer Shares comprising:
(i)
9,400,000 Offer Shares by way of public
offer at $0.48 for each Offer Share;
(ii) 7,500,000 Reserved Shares at $0.39 for
each New Share reserved for our
Directors and employees;
(iii) 1,100,000 Reserved Shares at $0.48 for
each Invitation Share reserved for
business associates and those who have
contributed to the success of our Group;
and
(2)
68,000,000 Placement Shares by way of
placement at $0.48 for each Placement Share,
payable in full on application.
Manager, Underwriter and Placement Agent
Co-Underwriter and Co-Placement Agent
Citicorp Investment Bank (Singapore) Limited
– Terms and Conditions and Procedures for
Application ............................................................ 107
– Additional Terms and Conditions for Applications
Using Printed Application Forms ........................ 110
– Additional Terms and Conditions for Electronic
Applications ........................................................... 114
PROSPECTUS
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