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800 SUPER HOLDINGS LIMITED

(Company Registration No. 201108701K)


(Incorporated in the Republic of Singapore on 11 April 2011)

800 SUPER HOLDINGS LIMITED

Leading environmental solutions provider


OFFER DOCUMENT DATED 6 JULY 2011
Registered by the Singapore Exchange Securities
Trading Limited (the Exchange or the SGX-ST)
acting as agent on behalf of the Monetary Authority
of Singapore (the Authority) on 6 July 2011

Placement of 32,214,000 Placement Shares comprising 30,214,000 New Shares and


2,000,000 Vendor Shares at S$0.22 for each Placement Share, payable in full on application.
This document is important. If you are in any doubt as to the action
you should take, you should consult your legal, financial, tax or
other professional adviser(s).
PrimePartners Corporate Finance Pte. Ltd. (the Sponsor) has made an
application to the Exchange for permission to deal in, and for quotation of,
all our existing issued ordinary shares in the capital of 800 Super Holdings
Limited (the Company) (including the 2,000,000 Shares (the Vendor
Shares) offered by the Vendors (as defined herein)), the 30,214,000 new
Shares which are the subject of this Placement (the New Shares and
together with the Vendors Shares, the Placement Shares), the 2,238,000
new Shares (the PPCF Shares) to be issued to PrimePartners Corporate
Finance Pte. Ltd. pursuant to the Management Agreement (as defined
herein) and the 1,348,000 new Shares (FSP Shares) to be issued to Foo
Shiang Ping as part of the consideration for advisory services rendered
by SP Corporate Advisory to our Group in preparing for the Listing (as
defined herein) on Catalist (as defined herein) (together, the Shares). The
Sponsor has submitted this Offer Document to the Exchange.

800 Super Holdings Limited


No. 17A Senoko Way Singapore 758056
Website: http://www.800super.com.sg

Acceptance of applications will be conditional upon the issue of the New


Shares and upon the listing and quotation of the Shares on Catalist.
Monies paid in respect of any application accepted will be returned if the
Placement (as defined herein) is not completed because the admission
and listing do not proceed or for any other reason. The dealing in and
quotation of the Shares will be in Singapore dollars.
This offer is made in or accompanied by an offer document (the Offer
Document) that has been registered by the Exchange acting as agent on
behalf of the Authority. We have not lodged this Offer Document in any
other jurisdiction.
The registration of this Offer Document by the Exchange on behalf of the
Authority does not imply that the Securities and Futures Act (Chapter 289)
of Singapore, or any other legal or regulatory requirements, or requirements
under the Exchanges listing rules, have been complied with.

Companies listed on Catalist may carry higher investment risk when


compared with larger or more established companies listed on the Main
Board of the SGX-ST. In particular, companies may list on Catalist without
a track record of profitability and there is no assurance that there will be a
liquid market in the shares or units of shares traded on Catalist. You should
be aware of the risks of investing in such companies and should make
the decision to invest only after careful consideration and, if appropriate,
consultation with your professional adviser(s).
Neither the Authority nor the Exchange has examined or approved the
contents of this Offer Document. Neither the Authority nor the Exchange
assumes any responsibility for the contents of this Offer Document,
including the correctness of any of the statements or opinions made or
reports contained in this Offer Document. The Exchange does not normally
review the application for admission but relies on the Sponsor confirming
that the Company is suitable to be listed and complies with the Catalist
Rules (as defined herein). Neither the Authority nor the Exchange has in
any way considered the merits of the Placement Shares being offered for
investment.
Investing in our Shares involves risks which are described in the
section entitled RISK FACTORS of this Offer Document.
After the expiration of six months from the date of registration of
this Offer Document, no person shall make an offer of securities,
or allot, issue or sell any securities, on the basis of this Offer
Document; and no officer or equivalent person or promoter of the
Company will authorise or permit the offer of any securities or the
allotment, issue or sale of any securities, on the basis of this Offer
Document.

Manager, Sponsor and Placement Agent

PrimePartners Corporate Finance Pte. Ltd.

Established comprehensive environmental solutions provider to the public and private sectors in
Singapore
Leading player in an essential industry with over 20 years of solid track record
One of four licensed public waste collectors appointed by National Environmental Agency (NEA)
The only company in Singapore awarded the BCA Grade L6 in MW02 (house-keeping, cleansing,
desilting and conservancy services), as at 14 June 2011
Operates two materials recovery facilities with a total daily processing capacity of 50 tonnes of recyclable
materials
Mechanised operations with wide range of waste disposal systems and cleaning equipment

3 KEY SERVICES
Waste Management and
Recycling

Cleaning and conservancy

Horticulture

Public waste collector for


Ang Mo Kio-Toa Payoh sector
since July 2006, collecting
from approximately 142,200
households and trade
premises as at 30 April 2011
Sorting of recyclable
materials at our two materials
recovery facilities and sale of
recyclable materials
Clients include: Marina Bay
Sands Pte Ltd, Singapore
Zoological Gardens, Changi
Airport Group (Singapore)
Pte Ltd, Ngee Ann Property
Management Pte Ltd (Ngee
Ann City) and Orchard Turn
Rental Investment Pte Ltd
(ION Orchard)*

Street cleansing of public


areas in the North East
district of Singapore as well
as cleaning of Pasir Ris and
Punggol beaches
Contract cleaning and
conservancy services for
residential, commercial,
industrial and institutional
clients
Clients include: National
Environment Agency, Ministry
of Education, Nanyang
Technological University,
Various Town Councils,
Housing & Development
Board, Singapore Police
Force and M Hotel

Arboriculture service, grass


cutting services, landscape
planning and maintenance
services
Clients include: National
Parks Board, Ministry of Home
Affairs, Senoko Energy Pte Ltd,
Power Seraya Ltd and United
Premas Limited (now known
as UGL Services Premas
Operations Limited)

*We are continuing to provide services


to this customer pending the renewal
of our contract with them.

800 SUPER HOLDINGS LIMITED


(Company Registration No. 201108701K)
(Incorporated in the Republic of Singapore on 11 April 2011)

800 SUPER HOLDINGS LIMITED

Leading environmental solutions provider


OFFER DOCUMENT DATED 6 JULY 2011
Registered by the Singapore Exchange Securities
Trading Limited (the Exchange or the SGX-ST)
acting as agent on behalf of the Monetary Authority
of Singapore (the Authority) on 6 July 2011

Placement of 32,214,000 Placement Shares comprising 30,214,000 New Shares and


2,000,000 Vendor Shares at S$0.22 for each Placement Share, payable in full on application.
This document is important. If you are in any doubt as to the action
you should take, you should consult your legal, financial, tax or
other professional adviser(s).
PrimePartners Corporate Finance Pte. Ltd. (the Sponsor) has made an
application to the Exchange for permission to deal in, and for quotation of,
all our existing issued ordinary shares in the capital of 800 Super Holdings
Limited (the Company) (including the 2,000,000 Shares (the Vendor
Shares) offered by the Vendors (as defined herein)), the 30,214,000 new
Shares which are the subject of this Placement (the New Shares and
together with the Vendors Shares, the Placement Shares), the 2,238,000
new Shares (the PPCF Shares) to be issued to PrimePartners Corporate
Finance Pte. Ltd. pursuant to the Management Agreement (as defined
herein) and the 1,348,000 new Shares (FSP Shares) to be issued to Foo
Shiang Ping as part of the consideration for advisory services rendered
by SP Corporate Advisory to our Group in preparing for the Listing (as
defined herein) on Catalist (as defined herein) (together, the Shares). The
Sponsor has submitted this Offer Document to the Exchange.

800 Super Holdings Limited


No. 17A Senoko Way Singapore 758056
Website: http://www.800super.com.sg

Acceptance of applications will be conditional upon the issue of the New


Shares and upon the listing and quotation of the Shares on Catalist.
Monies paid in respect of any application accepted will be returned if the
Placement (as defined herein) is not completed because the admission
and listing do not proceed or for any other reason. The dealing in and
quotation of the Shares will be in Singapore dollars.
This offer is made in or accompanied by an offer document (the Offer
Document) that has been registered by the Exchange acting as agent on
behalf of the Authority. We have not lodged this Offer Document in any
other jurisdiction.
The registration of this Offer Document by the Exchange on behalf of the
Authority does not imply that the Securities and Futures Act (Chapter 289)
of Singapore, or any other legal or regulatory requirements, or requirements
under the Exchanges listing rules, have been complied with.

Companies listed on Catalist may carry higher investment risk when


compared with larger or more established companies listed on the Main
Board of the SGX-ST. In particular, companies may list on Catalist without
a track record of profitability and there is no assurance that there will be a
liquid market in the shares or units of shares traded on Catalist. You should
be aware of the risks of investing in such companies and should make
the decision to invest only after careful consideration and, if appropriate,
consultation with your professional adviser(s).
Neither the Authority nor the Exchange has examined or approved the
contents of this Offer Document. Neither the Authority nor the Exchange
assumes any responsibility for the contents of this Offer Document,
including the correctness of any of the statements or opinions made or
reports contained in this Offer Document. The Exchange does not normally
review the application for admission but relies on the Sponsor confirming
that the Company is suitable to be listed and complies with the Catalist
Rules (as defined herein). Neither the Authority nor the Exchange has in
any way considered the merits of the Placement Shares being offered for
investment.
Investing in our Shares involves risks which are described in the
section entitled RISK FACTORS of this Offer Document.
After the expiration of six months from the date of registration of
this Offer Document, no person shall make an offer of securities,
or allot, issue or sell any securities, on the basis of this Offer
Document; and no officer or equivalent person or promoter of the
Company will authorise or permit the offer of any securities or the
allotment, issue or sale of any securities, on the basis of this Offer
Document.

Manager, Sponsor and Placement Agent

PrimePartners Corporate Finance Pte. Ltd.

Established comprehensive environmental solutions provider to the public and private sectors in
Singapore
Leading player in an essential industry with over 20 years of solid track record
One of four licensed public waste collectors appointed by National Environmental Agency (NEA)
The only company in Singapore awarded the BCA Grade L6 in MW02 (house-keeping, cleansing,
desilting and conservancy services), as at 14 June 2011
Operates two materials recovery facilities with a total daily processing capacity of 50 tonnes of recyclable
materials
Mechanised operations with wide range of waste disposal systems and cleaning equipment

3 KEY SERVICES
Waste Management and
Recycling

Cleaning and conservancy

Horticulture

Public waste collector for


Ang Mo Kio-Toa Payoh sector
since July 2006, collecting
from approximately 142,200
households and trade
premises as at 30 April 2011
Sorting of recyclable
materials at our two materials
recovery facilities and sale of
recyclable materials
Clients include: Marina Bay
Sands Pte Ltd, Singapore
Zoological Gardens, Changi
Airport Group (Singapore)
Pte Ltd, Ngee Ann Property
Management Pte Ltd (Ngee
Ann City) and Orchard Turn
Rental Investment Pte Ltd
(ION Orchard)*

Street cleansing of public


areas in the North East
district of Singapore as well
as cleaning of Pasir Ris and
Punggol beaches
Contract cleaning and
conservancy services for
residential, commercial,
industrial and institutional
clients
Clients include: National
Environment Agency, Ministry
of Education, Nanyang
Technological University,
Various Town Councils,
Housing & Development
Board, Singapore Police
Force and M Hotel

Arboriculture service, grass


cutting services, landscape
planning and maintenance
services
Clients include: National
Parks Board, Ministry of Home
Affairs, Senoko Energy Pte Ltd,
Power Seraya Ltd and United
Premas Limited (now known
as UGL Services Premas
Operations Limited)

*We are continuing to provide services


to this customer pending the renewal
of our contract with them.

Business Strategies and Future Plans








Expand our material recovery facilities capacity and the capacity of our vehicle depots
Enhance the efficiency of our services and capacity
Venture into waste treatment and renewable energy businesses
Focus on public sector projects
Continue to focus on operational excellence
Explore strategic investments or alliances and acquisitions
Expand into overseas markets

Investment Merits
Leading player in an essential industry
One of four licensed public waste collectors
Positive outlook for an essential industry: population growth, economic growth and environmental initiatives are growth
drivers

Solid track record with wide range of public and private


sector projects

800 Super Holdings Limited is an established comprehensive


environmental solutions provider to the public and
private sectors in Singapore

Over 20 years of track record in the industry


Diversified customer base comprising public and private sector customers in various industries
Public sector projects provide longer-term revenue stability

Competitive Strengths

Strong management team delivering integrated, quality solutions


Extensive industry expertise together with accreditations and quality certifications
Leveraging on long-established relationships with customers and suppliers

Comprehensive environmental solutions provider


Integrated services: waste management and recycling, cleaning and conservancy, and horticultural services for cost
savings and convenience for customers

PROVIDER
OF QUALITY
SERVICES

NEA Cleaning Accreditation


BCA MW02 L6 Qualification*
BS EN ISO 14001:2004

Awards and
Certifications

ISO 9001:2008
OHSAS 18001:2007
bizSAFE Star (Level 5)

*The only company in Singapore that was awarded this qualification in respect of the provision of housekeeping, cleansing, desilting and conservancy services,
as at 14 June 2011

Proposed dividend*
O
 ur Directors intend to recommend and distribute dividends of not less than 20% of our net profits attributable to our
Shareholders for each of FY2011 and FY2012
* Subject to approval from shareholders

Prospects
Singapores population growth will result in an increase in the volume of waste output which will lead to an increase in the
demand for our services
Continuing economic growth, improving standard of living and changing consumer lifestyle among the Singapore population
will increase the demand for our services
Implementation of environmental initiatives by regulatory authorities will contribute to the growth of the waste management
industry

Financial Highlights

Set up 24-hour customer hotline to garner customer feedback and shorten response time

WIDE AND DIVERSIFIED CUSTOMER BASE


Wide customer base both in public and private sectors
Diverse industries as well as property types including: schools, factories, airport, hotels, commercial offices, shopping
complexes and private residential properties

Proven track record


Strong track record of completed and ongoing private and public sector projects
Most major contracts secured through competitive tender against other established industry participants

EXPERIENCED MANAGEMENT TEAM


Executive Directors each with more than 15 years of industry experience, in-depth knowledge of the business and
understanding of customers needs and requirements
Experienced Executive Officers most of whom have over 10 years of experience in respective fields

(S$M)

FY2008

FY2009

FY2010

CAGR1

HY2010

HY2011

Revenue

55.4

60.8

69.6

12.1%

34.0

37.3

NPAT

2.2

3.4

5.2

55.4%

2.6

2.0

Compound Annual Growth Rate for 2008 to 2010

Trend Information and Order Book


Based on our Executive Directors knowledge of the industry and experience, the following trends have been observed:
Project tender prices to increase
Cost of operations, in particular labour costs, to continue to increase
Demand for the Groups services to increase
Increase in employee benefits expenses for FY2011 due to cessation of Jobs Credit Scheme
Order book of approximately S$136.5 million as at 9 June 2011

Business Strategies and Future Plans








Expand our material recovery facilities capacity and the capacity of our vehicle depots
Enhance the efficiency of our services and capacity
Venture into waste treatment and renewable energy businesses
Focus on public sector projects
Continue to focus on operational excellence
Explore strategic investments or alliances and acquisitions
Expand into overseas markets

Investment Merits
Leading player in an essential industry
One of four licensed public waste collectors
Positive outlook for an essential industry: population growth, economic growth and environmental initiatives are growth
drivers

Solid track record with wide range of public and private


sector projects

800 Super Holdings Limited is an established comprehensive


environmental solutions provider to the public and
private sectors in Singapore

Over 20 years of track record in the industry


Diversified customer base comprising public and private sector customers in various industries
Public sector projects provide longer-term revenue stability

Competitive Strengths

Strong management team delivering integrated, quality solutions


Extensive industry expertise together with accreditations and quality certifications
Leveraging on long-established relationships with customers and suppliers

Comprehensive environmental solutions provider


Integrated services: waste management and recycling, cleaning and conservancy, and horticultural services for cost
savings and convenience for customers

PROVIDER
OF QUALITY
SERVICES

NEA Cleaning Accreditation


BCA MW02 L6 Qualification*
BS EN ISO 14001:2004

Awards and
Certifications

ISO 9001:2008
OHSAS 18001:2007
bizSAFE Star (Level 5)

*The only company in Singapore that was awarded this qualification in respect of the provision of housekeeping, cleansing, desilting and conservancy services,
as at 14 June 2011

Proposed dividend*
O
 ur Directors intend to recommend and distribute dividends of not less than 20% of our net profits attributable to our
Shareholders for each of FY2011 and FY2012
* Subject to approval from shareholders

Prospects
Singapores population growth will result in an increase in the volume of waste output which will lead to an increase in the
demand for our services
Continuing economic growth, improving standard of living and changing consumer lifestyle among the Singapore population
will increase the demand for our services
Implementation of environmental initiatives by regulatory authorities will contribute to the growth of the waste management
industry

Financial Highlights

Set up 24-hour customer hotline to garner customer feedback and shorten response time

WIDE AND DIVERSIFIED CUSTOMER BASE


Wide customer base both in public and private sectors
Diverse industries as well as property types including: schools, factories, airport, hotels, commercial offices, shopping
complexes and private residential properties

Proven track record


Strong track record of completed and ongoing private and public sector projects
Most major contracts secured through competitive tender against other established industry participants

EXPERIENCED MANAGEMENT TEAM


Executive Directors each with more than 15 years of industry experience, in-depth knowledge of the business and
understanding of customers needs and requirements
Experienced Executive Officers most of whom have over 10 years of experience in respective fields

(S$M)

FY2008

FY2009

FY2010

CAGR1

HY2010

HY2011

Revenue

55.4

60.8

69.6

12.1%

34.0

37.3

NPAT

2.2

3.4

5.2

55.4%

2.6

2.0

Compound Annual Growth Rate for 2008 to 2010

Trend Information and Order Book


Based on our Executive Directors knowledge of the industry and experience, the following trends have been observed:
Project tender prices to increase
Cost of operations, in particular labour costs, to continue to increase
Demand for the Groups services to increase
Increase in employee benefits expenses for FY2011 due to cessation of Jobs Credit Scheme
Order book of approximately S$136.5 million as at 9 June 2011

CONTENTS
Page
CORPORATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . .

15

SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17

DETAILS OF THE PLACEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18

INDICATIVE TIMETABLE FOR LISTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21

OFFER DOCUMENT SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22

THE PLACEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24

PLACEMENT STATISTICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

25

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27

USE OF PROCEEDS AND LISTING EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

38

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

40

DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

42

SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

43

SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

46

OWNERSHIP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

46

SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP. . . . . . . . . . . . . . . . . . . . .

47

VENDORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

48

MORATORIUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

48

DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

50

GROUP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

52

SELECTED COMBINED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

53

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND


FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

55

OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

55

RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

57

REVIEW OF PAST PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

57

REVIEW OF FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

62

LIQUIDITY AND CAPITAL RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

64

CAPITAL EXPENDITURE AND DIVESTMENTS AND COMMITMENTS . . . . . . . . . . . . . . .

67

SEASONALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68

INFLATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68

FOREIGN EXCHANGE MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68

SIGNIFICANT CHANGES IN ACCOUNTING POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . .

69

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70

CONTENTS
RESTRUCTURING EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

73

GENERAL INFORMATION ON OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

75

OUR HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

75

BUSINESS OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

77

MAJOR PROJECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

82

PROJECT MANAGEMENT PROCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

84

SALES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

88

QUALITY ASSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

88

AWARDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

90

INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

90

PROPERTIES AND FIXED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

90

INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

91

LICENCES AND PERMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

92

GOVERNMENT REGULATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

93

RESEARCH AND DEVELOPMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

94

MAJOR CUSTOMERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

94

MAJOR SUPPLIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

95

CREDIT POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

96

INVENTORY MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

97

STAFF TRAINING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

97

COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

98

COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

99

INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100

PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

101

TREND INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

101

ORDER BOOK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

102

BUSINESS STRATEGIES AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

102

INTERESTED PERSON TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

106

INTERESTED PERSONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

106

PAST INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

107

PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . .

110

GUIDELINES AND REVIEW PROCEDURES FOR ON-GOING AND FUTURE


INTERESTED PERSON TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

114

POTENTIAL CONFLICTS OF INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

115

INTERESTS OF EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

116

INTERESTS OF THE MANAGER, SPONSOR AND PLACEMENT AGENT . . . . . . . . . . . .

116

CONTENTS
DIRECTORS, MANAGEMENT AND STAFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

117

MANAGEMENT REPORTING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

117

DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

117

EXECUTIVE OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

122

REMUNERATION OF DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES WHO


ARE ASSOCIATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

125

EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

127

SERVICE AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

127

CORPORATE GOVERNANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

130

EXCHANGE CONTROLS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

134

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

135

CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

137

GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

138

APPENDIX A

INDEPENDENT AUDITORS REPORT ON THE COMBINED FINANCIAL


STATEMENTS OF 800 SUPER HOLDINGS LIMITED FOR THE
FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010 . . . . . . . .

A-1

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON THE UNAUDITED


COMBINED FINANCIAL STATEMENTS OF 800 SUPER HOLDINGS
LIMITED FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010.

B-1

APPENDIX C INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PRO


FORMA COMBINED FINANCIAL INFORMATION OF 800 SUPER
HOLDINGS LIMITED FOR THE FINANCIAL YEAR ENDED 30 JUNE
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

C-1

APPENDIX D INDEPENDENT AUDITORS REPORT ON THE UNAUDITED PRO


FORMA COMBINED FINANCIAL INFORMATION OF 800 SUPER
HOLDINGS LIMITED FOR THE SIX-MONTH PERIOD ENDED 31
DECEMBER 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

D-1

APPENDIX E

SUMMARY OF OUR ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . .

E-1

APPENDIX F

DESCRIPTION OF OUR SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-1

APPENDIX G GOVERNMENT REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

G-1

APPENDIX H TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND


ACCEPTANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

H-1

CORPORATE INFORMATION
BOARD OF DIRECTORS

Lee Koh Yong (Executive Chairman)


Lee Cheng Chye (Chief Executive Officer)
Chan Teck Ee Vincent (Executive Director and Chief
Operating Officer)
Foo Shiang Ping (Non-Executive Director)
Ng Tiak Soon (Lead Independent Director)
Lye Hoong Yip Raymond (Independent Director)

COMPANY SECRETARY

Ong Wei Jin, LL.B. (Hons)


Goh Wei Lin, LL.B. (Hons)

REGISTERED OFFICE

No. 17A Senoko Way


Singapore 758056

SHARE REGISTRAR

Tricor Barbinder Share Registration Services


8 Cross Street
#11-00 PWC Building
Singapore 048424

MANAGER, SPONSOR AND


PLACEMENT AGENT

PrimePartners Corporate Finance Pte. Ltd.


20 Cecil Street
#21-02 Equity Plaza
Singapore 049705

INDEPENDENT AUDITOR AND


REPORTING ACCOUNTANTS

Nexia TS Public Accounting Corporation


5 Shenton Way
#16-00 UIC Building
Singapore 068808
Director-in-Charge: Loh Ji Kin
(a practising member of the Institute of Certified Public
Accountants of Singapore)

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

Colin Ng & Partners LLP


36 Carpenter Street
Singapore 059915

RECEIVING BANKER

The Bank of East Asia, Limited


137 Market Street
Bank of East Asia Building
Singapore 048943

PRINCIPAL BANKERS

DBS Bank Ltd.


6 Shenton Way
DBS Building Tower One
Singapore 068809
Malayan Banking Berhad
2 Battery Road
Maybank Tower
Singapore 049907

CORPORATE INFORMATION
Oversea-Chinese Banking Corporation Limited
65 Chulia Street
OCBC Centre
Singapore 049513
United Overseas Bank Limited
80 Raffles Place
UOB Plaza
Singapore 048624
VENDORS

Lee Koh Yong


40 Springside Drive
Singapore 786941
Lee Hock Seong
12 Woodgrove Drive #02-50
Singapore 738212
Lee Cheng Chye
Block 560 Hougang Street 51 #12-404
Singapore 530560
Lee Kim Eng
2 Woodgrove Drive #03-03
Singapore 738207
Lee Thiam Seng
Block 238 Compassvale Walk #16-556
Singapore 540238
Lee Chuan Heng
Block 1E Cantonment Road #43-55
Singapore 085501

DEFINITIONS
In this Offer Document and the accompanying Application Forms, the following definitions apply
throughout where the context so admits:
Companies within our Group
Company or
800 Super Holdings Limited

800 Super Holdings Limited. The terms we, our, our


Company or us have correlative meanings

Group

Our Company and our Subsidiaries following the


completion of the Restructuring Exercise

Subsidiaries

800 Super, 800 Landscape, Green Recycling and YS


Yong

800 Super Waste Management


Pte Ltd or 800 Super

800 Super Waste Management Pte Ltd (company


registration
number:
198601155H),
a
company
incorporated in Singapore

800 Landscape Pte. Ltd. or


800 Landscape

800 Landscape Pte. Ltd. (company registration number:


200919664D), a company incorporated in Singapore

Green Recycling Pte. Ltd. or


Green Recycling

Green Recycling Pte. Ltd. (company registration number:


200205699G), a company incorporated in Singapore

YS Yong Services Pte Ltd or


YS Yong

YS Yong Services Pte Ltd (company registration number:


199405268M), a company incorporated in Singapore

Other Corporations and Organisations


BCA

The Building and Construction Authority of Singapore

CAAS

The Civil Aviation Authority of Singapore

CDP

The Central Depository (Pte) Limited

CPF

The Central Provident Fund

HDB

The Housing and Development Board of Singapore

IRAS

The Inland Revenue Authority of Singapore

JTC

JTC Corporation

NEA

The National Environment Agency of Singapore

NPB

The National Parks Board of Singapore

MAS or Authority

Monetary Authority of Singapore

MEWR

The Ministry of the Environment and Water Resources of


Singapore

MOE

The Ministry of Education of Singapore

MHA

The Ministry of Home Affairs of Singapore

DEFINITIONS
MOM

The Ministry of Manpower of Singapore

PUB

The Public Utilities Board of Singapore

SCCS

Securities Clearing & Computer Services (Pte) Ltd

SGX-ST or Exchange

Singapore Exchange Securities Trading Limited

Sponsor or Manager or
Placement Agent or PPCF

PrimePartners Corporate Finance Pte. Ltd.

17A Senoko Way

No. 17A Senoko Way Singapore 758056

2 Loyang Walk

No. 2 Loyang Walk Loyang Industrial Estate Singapore


508785

66 Woodlands Industrial Park

Block 66 Woodlands Industrial Park E9 Singapore 757834

130 Woodlands Industrial Park

Prototype Factory at 130 Woodlands Industrial Park E5


Singapore 757852

Act or Companies Act

The Companies Act (Chapter 50) of Singapore as


amended, supplemented or modified from time to time

Application Forms

The printed application forms to be used for the purpose of


the Placement and which forms part of this Offer
Document

Application List

The list of applications for purchase of and/or subscription


for the Placement Shares

Articles or
Articles of Association

The articles of association of our Company

Associate

(a)

Properties

General

in relation to any director, chief executive officer,


substantial shareholder or controlling shareholder
(being an individual) means:
(i)

his immediate family;

(ii)

the trustees of any trust of which he or his


immediate family is a beneficiary or, in the case
of a discretionary trust, is a discretionary
object; or

(iii)

any company in which he and his immediate


family together (directly or indirectly) have an
interest of 30% or more of the aggregate of the
nominal amount of all the voting shares;

DEFINITIONS
(b)

Associated Company

in relation to a substantial shareholder or a


controlling shareholder (being a company) means
any other company which is its subsidiary or holding
company or is a subsidiary of such holding company
or is its Associated Company

In relation to a corporation, means:


(a)

any corporation in which the corporation or its


subsidiary has, or the corporation and its subsidiary
together have, a direct interest of not less than 20%
but not more than 50% of the aggregate of the
nominal amount of all the voting shares; or

(b)

any corporation, other than a subsidiary of the


corporation or a corporation which is an associated
company by virtue of paragraph (a), the policies of
which the corporation or its subsidiary, or the
corporation together with its subsidiary, is able to
control or influence materially

Audit Committee

The audit committee of our Company as at the date of this


Offer Document, unless otherwise stated

BCA Grades

The grades awarded by the BCA in respect of the relevant


workhead categories

Board or Board of Directors

The board of Directors of our Company as at the date of


this Offer Document, unless otherwise stated

Catalist

The sponsor-supervised listing platform of the SGX-ST

Catalist Rules

Any or all of the rules in Section B of the Listing Manual,


as the case may be

CEO

Chief Executive Officer

Code of Practice

The code of practice issued by the NEA and applicable to


every general waste collector

Controlling Shareholder

A person who holds directly or indirectly 15% or more of


the total votes attached to all the shares or in fact
exercises control over the corporation

COO

Chief Operating Officer

Directors

The directors of our Company as at the date of this Offer


Document, unless otherwise stated

Entity

Includes a corporation, an unincorporated association, a


partnership and the government of any state, but does not
include a trust

DEFINITIONS
Environmental Public Health Act

Environmental Public Health Act (Chapter 95) of


Singapore, as amended, supplemented or modified from
time to time

Employment Act

Employment Act (Chapter 91) of Singapore, as amended,


supplemented or modified from time to time

Employment of Foreign
Manpower Act

Employment of Foreign Manpower Act (Chapter 91A) of


Singapore, as amended, supplemented or modified from
time to time

EPS

Earnings per Share

Executive Directors

The executive Directors of our Company as at the date of


this Offer Document, unless otherwise stated

Executive Officers

The executive officers of our Group as at the date of this


Offer Document, unless otherwise stated

FC

Financial Controller

FSP Shares

1,348,000 new Shares to be issued by our Company to


Foo Shiang Ping as part of the consideration for the
advisory services rendered by his own soleproprietorship, SP Corporate Advisory to our Group in our
preparation for the Listing

FY

Financial year ended or ending 30 June, as the case may


be

FWL

Foreign workers levy which is a levy imposed by the


Singapore Government on the employers of foreign
workers

GST

Goods and Services Tax of Singapore

HY

Half year ended or ending 31 December, as the case may


be

Independent Directors

The independent Directors of our Company as at the date


of this Offer Document, unless otherwise stated

Latest Practicable Date or LPD

9 June 2011, being the latest practicable date prior to the


lodgement of this Offer Document with the SGX-ST

Listing

The listing of our Shares on Catalist

Listing Manual

The provisions of Section A and B of the listing manual of


the SGX-ST as amended, supplemented or modified from
time to time

DEFINITIONS
Management Agreement

The full sponsorship and management agreement


between our Company, the Vendors and PPCF pursuant
to which PPCF shall sponsor and manage the Placement,
as described in the sections entitled Plan of Distribution
and General and Statutory Information Management
and Placement Arrangements of this Offer Document

Market Day

A day on which the SGX-ST is open for trading in


securities

New Shares

The 30,214,000 new Shares for which we invite


applications to subscribe pursuant to the Placement,
subject to and on the terms and conditions of this Offer
Document

Nominating Committee

The nominating committee of our Company as at the date


of this Offer Document, unless otherwise stated

NTA

Net tangible assets

Offer Document

This offer document issued by our Company in respect of


the Placement

PBT

Profit before tax

PER

Price earnings ratio

Period Under Review

The period which comprises FY2008, FY2009, FY2010


and HY2011

Placement

The placement by the Placement Agent of the Placement


Shares on behalf of the Vendors and our Company at the
Placement Price, subject to and on the terms and
conditions of this Offer Document

Placement Agreement

The placement agreement between our Company, the


Vendors and PPCF pursuant to which PPCF agreed to
purchase and/or subscribe for or procure purchasers for
and/or subscribers for the Placement Shares at the
Placement Price, as described in the sections entitled
Plan of Distribution and General and Statutory
Information

Management
and
Placement
Arrangements of this Offer Document

Placement Price

S$0.22 for each Placement Share

Placement Shares

32,214,000 Shares which are the subject of the


Placement, comprising 30,214,000 New Shares and
2,000,000 Vendor Shares

PPCF Shares

2,238,000 new Shares to be issued by our Company to


PPCF as part of PPCFs professional fees as the Manager
and Sponsor

10

DEFINITIONS
Remuneration Committee

The remuneration committee of our Company as at the


date of this Offer Document, unless otherwise stated

Restructuring Exercise

The corporate restructuring exercise undertaken in


connection with the Placement as described in the section
entitled Restructuring Exercise of this Offer Document

Road Traffic Act

Road Traffic Act (Chapter 276) of Singapore, as amended,


supplemented or modified from time to time

Securities Account

The securities account maintained by a depositor with


CDP, but does not include a securities sub-account

Service Agreements

The service agreements entered into between our


Company and our Executive Directors as described in the
section entitled Directors, Management and Staff
Service Agreements of this Offer Document

SFA or Securities and Futures


Act

The Securities and Futures Act (Chapter 289) of


Singapore, as amended, modified or supplemented from
time to time

Shareholders

Registered holders of Shares, except where the


registered holder is CDP, the term Shareholders shall, in
relation to such Shares mean the Depositors whose
Securities Accounts are credited with Shares

Shares

Ordinary shares in the capital of our Company

Singapore

The Republic of Singapore

Sub-Division

The sub-division of each Share in the pre-Placement


issued and paid-up share capital of our Company into 29
ordinary Shares, as described in the sections entitled
Share Capital and Restructuring Exercise of this Offer
Document

Substantial Shareholder

A person who has an interest or interests in one or more


voting shares in our Company and the total votes attached
to that share, or those shares, is not less than five per
cent. of the total votes attached to all the voting shares of
our Company

Vendors

Lee Koh Yong, Lee Hock Seong, Lee Cheng Chye, Lee
Kim Eng, Lee Thiam Seng and Lee Chuan Heng

Vendor Shares

The 2,000,000 issued and paid-up Shares for which the


Vendors invite applications to purchase pursuant to the
Placement, subject to and on the terms and conditions of
this Offer Document

Workplace Safety and Health Act

The Workplace Safety and Health Act (Chapter 354A) of


Singapore, as amended, modified or supplemented from
time to time

11

DEFINITIONS
Currencies, Units and Others
% or per cent.

Per centum or percentage

S$ and cents

Singapore dollars and cents, respectively

sq m

Square metre

The expressions Depositor, Depository Agent and Depository Register shall have the meanings
ascribed to them respectively in Section 130A of the Act.
The terms related corporation, related entity, subsidiary, subsidiary entity and substantial
interest-holder shall have the same meanings ascribed to them respectively in Section 1 of the Fourth
Schedule of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations
2005.
Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter genders and
vice versa. References to persons shall include corporations.
Any discrepancies between the amounts listed and the totals thereof in tables included herein are due
to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation
of the figures which precede them.
Any reference in this Offer Document and the Application Forms to any statute or enactment is a
reference to that statute or enactment as for the time being amended or re-enacted. Any word defined
under the Act, the SFA or any statutory modification thereof and used in this Offer Document and the
Application Forms shall, where applicable, have the meaning ascribed to it under the Act, the SFA or
any statutory modification thereof, as the case may be.
Any reference in this Offer Document and the Application Forms to Shares being allotted to an applicant
includes allotment to CDP for the account of that applicant.
Any reference to a time of day in this Offer Document and the Application Forms shall be a reference
to Singapore time, unless otherwise stated.
Any reference to we, us, our, ourselves or other grammatical variations thereof in this Offer
Document is a reference to our Company, our Group or any member of our Group, as the context
requires.

12

GLOSSARY OF TECHNICAL TERMS


To facilitate a better understanding of the business of our Group, the following glossary provides a
description of some of the technical terms and abbreviations used in this Offer Document. The terms
and their meanings may not correspond to standard industry meanings or usage of these terms.
general waste

As defined under the Environmental Public Health (General Waste


Collection) Regulations, general waste includes toxic industrial waste
that has been treated and rendered harmless and safe for disposal,
and waste from sewage system

general waste collector

Any person or company licensed under the Environmental Public


Health Act and the Environmental Public Health (General Waste
Collection) Regulations to collect and transport general waste to a
disposal facility

incinerable waste

As defined under the Environmental Public Health (General Waste


Collection) Regulations and Code of Practice for the licensed general
waste collectors, waste which is suitable to be disposed of by
incineration without causing pollution to the environment or damage
to the incineration plant

ISO

International Organization for Standardization, a world wide


federation of national standards bodies

ISO 14001

An ISO standard which specifies the requirements for an


environmental management system to enable an organisation to
develop and implement a policy and objectives to control the impact
of its activities, products or services on the environment

ISO 9000

An ISO standard which specifies the requirements for a quality


management system for any organisation that needs to demonstrate
its ability to consistently provide products that meet customer and
applicable requirements and aim to enhance customer satisfaction

ISO 9001

A constituent part of the ISO 9000 series which specifies the


requirements for a quality management system for an organisation
that seeks to demonstrate its ability to consistently provide products
that meet customer and applicable requirements and thereby to
enhance customer satisfaction

MRF

Materials Recovery Facility, a plant at which waste which has been


collected, is sorted into different waste streams and recyclable
material is separated and recovered from waste

non-incinerable waste

As defined under the Environmental Public Health (General Waste


Collection) Regulations and Code of Practice for the licensed general
waste collectors, waste which is not suitable to be disposed of by
incineration as burning it produces excessive pollution to the
environment or damage to the equipment in the incineration plant

public waste collector

Any person or company who has been granted a general waste


collector licence and designated as a public waste collector licensee
under the Environmental Public Health Act to provide refuse
collection service to a designated area

13

GLOSSARY OF TECHNICAL TERMS


OHSAS 18000

Specifies requirements for an occupational health and safety


management system to enable an organisation to develop and
implement a policy and objectives which take into account legal
requirements and information about occupational health and safety
risks

OHSAS 18001

A constituent part of the OHSAS 18000 series which specifies the


requirements for an occupational health and safety management
system to enable an organisation to develop and implement a policy
and objectives which take into account legal requirements and
information about health and safety risks

recyclables

As defined under the First Schedule of Environmental Public Health


(General Waste Collection) Regulations, recyclables include
newspaper, cans or containers made of metal, bottles or containers
made of plastic and plastic bags

14

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


All statements contained in this Offer Document, statements made in press releases and oral
statements that may be made by the Vendors, us, our Directors, Executive Officers or employees acting
on our behalf, that are not statements of historical fact, constitute forward-looking statements. You can
identify some of these statements by forward-looking terms such as expects, believes, plans,
intends, estimates, anticipates, may, will, would and could or similar words. However, you
should note that these words are not the exclusive means of identifying forward-looking statements. All
statements regarding our expected financial position, business strategy, plans and prospects are
forward-looking statements. These forward-looking statements, including statements as to:
(a)

our revenue and profitability;

(b)

expected growth in demand;

(c)

expected industry trends;

(d)

anticipated expansion plans; and

(e)

other matters discussed in this Offer Document regarding matters that are not historical facts,

are only predictions. These forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or implied by these
forward-looking statements. These risks, uncertainties and other factors include, amongst others:
(a)

changes in political, social and economic conditions and the regulatory environment in Singapore
in which we conduct our business;

(b)

our anticipated growth strategies and expected internal growth;

(c)

changes in the availability and prices of vehicles, equipment and other assets as well as labour
and fuel which we require to operate our business;

(d)

changes in customer preferences;

(e)

changes in competitive conditions and our ability to compete under such conditions;

(f)

changes in our future capital needs and the availability of financing and capital to fund these
needs;

(g)

other factors beyond our control; and

(h)

the factors described in the section Risk Factors of this Offer Document.

These factors are discussed in greater detail in this Offer Document, in particular, but not limited to the
discussions under the sections entitled Risk Factors and Managements Discussion and Analysis of
Results of Operations and Financial Position. All forward-looking statements by or attributable to us or
our Directors, our Executive Officers or our employees acting on our behalf, or persons acting on our
behalf, contained in this Offer Document are expressly qualified in their entirety by such factors. These
forward-looking statements are applicable only as of the date of this Offer Document.
Given the risks and uncertainties that may cause our actual future results, performance or
achievements to be materially different from that expected, expressed or implied by the forward-looking
statements in this Offer Document, we advise you not to place undue reliance on these statements.
15

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


Neither the Vendors, our Company, our Directors, the Manager, Sponsor and Placement Agent nor any
other person represents or warrants to you that our actual future results, performance or achievements
will be as discussed in these statements.
Our actual future results may differ materially from those anticipated in these forward-looking
statements as a result of the risks faced by us. The Vendors, our Company, our Directors, and the
Manager, Sponsor and Placement Agent disclaim any responsibility to update any of those forwardlooking statements or publicly announce any revisions to those forward-looking statements to reflect
future developments, events or circumstances for any reason, even if new information becomes
available or other events occur in the future. Our Company is, however, subject to the provisions of the
SFA and the Catalist Rules regarding corporate disclosure. In particular, pursuant to Section 241 of the
SFA, if after this Offer Document is registered but before the close of the Placement, we become aware
of:
(a)

a false or misleading statement or matter in this Offer Document;

(b)

an omission from this Offer Document of any information that should have been included in it
under Section 243 of the SFA; or

(c)

a new circumstance that has arisen since this Offer Document was lodged with the SGX-ST acting
as an agent on behalf of the Authority and would have been required by Section 243 of the SFA
to be included in this Offer Document, if it had arisen before this Offer Document was lodged,

and that is materially adverse from the point of view of an investor, we may lodge a supplementary or
replacement offer document with the SGX-ST acting as an agent on behalf of the Authority.

16

SELLING RESTRICTIONS
Singapore
This Offer Document does not constitute an offer, solicitation or invitation to purchase and/or subscribe
for our Placement Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or
is not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. No
action has been or will be taken under the requirements of the legislation or regulations of, or of the
legal or regulatory authorities of, any jurisdiction, except for the lodgement and/or registration of this
Offer Document in Singapore in order to permit a public offering of our Shares and the public
distribution of this Offer Document in Singapore. The distribution of this Offer Document and the
offering of our Shares in certain jurisdictions may be restricted by the relevant laws in such jurisdictions.
Persons who may come into possession of this Offer Document are required by the Vendors, us, and
the Manager, Sponsor and Placement Agent to inform themselves about, and to observe and comply
with, any such restrictions at their own expense and without liability to the Vendors, us, and the
Manager, Sponsor and Placement Agent.

17

DETAILS OF THE PLACEMENT


LISTING ON THE CATALIST
We have applied to the SGX-ST for permission to deal in, and for the listing and quotation of, all our
Shares already issued (including the Vendor Shares), the New Shares which are the subject of the
Placement, the PPCF Shares and the FSP Shares on Catalist. Such permission will be granted when
we have been admitted to the Catalist of the SGX-ST.
Acceptance of applications will be conditional upon, inter alia, the issue of New Shares and upon
permission granted by the SGX-ST to deal in, and for quotation of, all of our Shares. If such permission
is not granted for any reason, monies paid in respect of any application accepted will, subject to
applicable laws, be returned to you at your own risk, without interest or any share of revenue or other
benefit arising therefrom, and you will not have any claims whatsoever against the Vendors, us, our
Directors, or the Manager, Sponsor and Placement Agent. No Shares shall be allotted on the basis of
this Offer Document later than six months after the date of registration of this Offer Document the
SGX-ST on behalf of the Authority.
Companies listed on the Catalist may carry higher investment risk when compared with larger or more
established companies listed on the SGX-ST Mainboard. In particular, companies may list on the
Catalist without a track record or profitability and there is no assurance that there will be a liquid market
in the shares or units of shares traded on the Catalist. You should be aware of the risks of investing in
such companies and should make the decision to invest only after careful consideration and, if
appropriate, consultation with your professional adviser(s).
Neither the Authority nor the SGX-ST has examined or approved the contents of this Offer Document.
Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Offer
Document, including the correctness of any statements made, reports contained or opinions expressed
in this Offer Document. The SGX-ST does not normally review the application for admission but relies
on the Sponsor confirming that the Company is suitable to be listed and complies with the Catalist
Rules. Neither the Authority nor the SGX-ST has in any way considered the merits of our existing issued
Shares (including the Vendor Shares) and the New Shares, being offered for investment.
Admission to the Catalist is not to be taken as an indication of the merits of the Placement, our
Company, our Subsidiaries, the Placement Shares, the PPCF Shares and the FSP Shares.
A copy of this Offer Document has been lodged with and registered by the SGX-ST acting as agent on
behalf of the Authority. The registration of this Offer Document by the SGX-ST on behalf of the Authority
does not imply that the SFA, or any other legal or regulatory requirements, have been complied with.
We have not lodged or registered this Offer Document in any other jurisdiction.
We are subject to the provisions of the SFA and the Catalist Rules regarding corporate disclosure. In
particular, if after this Offer Document is registered but before the close of the Placement we become
aware of:
(a)

a false or misleading statement or matter in this Offer Document;

(b)

an omission from this Offer Document of any information that should have been included in it
under Section 243 of the SFA; or

(c)

a new circumstance that has arisen since this Offer Document was lodged and would have been
required by Section 243 of the SFA to be included in this Offer Document, if it had arisen before
this Offer Document was lodged,

18

DETAILS OF THE PLACEMENT


that is materially adverse from the point of view of an investor, our Company may lodge a
supplementary or replacement offer document pursuant to Section 241 of the SFA.
Where applications have been made under this Offer Document to purchase and/or subscribe for the
Placement Shares prior to the lodgement of the supplementary or replacement offer document, the
Vendors and/or we shall within seven days from the date of lodgement of the supplementary or
replacement offer document, either:
(a)

provide the applicants with a copy of the supplementary or replacement offer document, as the
case may be, and provide applicants with an option to withdraw their applications; or

(b)

treat the applications as withdrawn and cancelled and we shall (on behalf of itself and the
Vendors) return all monies paid, without interest or any share of revenue or other benefit arising
therefrom, in respect of any application accepted within seven days from the date of lodgement
of the supplementary or replacement offer document.

Any applicant who wishes to exercise his option to withdraw his application shall, within 14 days from
the date of lodgement of the supplementary or replacement offer document, notify our Company of this,
whereupon our Company shall (on behalf of itself and the Vendors), within seven days from the receipt
of such notification, return the application monies without interest or any share of revenue or other
benefit arising therefrom and at the applicants own risk and he will not have any claim against us, the
Vendors, and the Manager, Sponsor and Placement Agent.
Where the Authority or other competent authority issues a stop order; and
(a)

in the case where the Placement Shares have not been issued to the applicant, the application
for the Placement Shares pursuant to the Placement shall be deemed to have been withdrawn
and cancelled and our Company shall (on behalf of itself and the Vendors), within 14 days from
the date of the stop order, pay to the applicant all monies the applicant has paid on account of his
application for the Placement Shares; or

(b)

in the case where the Placement Shares have been issued to the applicant, the issue of the
Placement Shares pursuant to the Placement shall be deemed to be void and our Company shall
(on behalf of itself and the Vendors), within 14 days from the date of the stop order, pay to the
applicant all monies paid by him for the Placement Shares.

This Offer Document has been seen and approved by our Directors and the Vendors and they
individually and collectively accept full responsibility for the accuracy of the information given in this
Offer Document and confirm, having made all reasonable enquiries, that to the best of their knowledge
and belief, the facts stated and the opinions expressed in this Offer Document are fair and accurate in
all material respects as at the date of this Offer Document and there are no material facts the omission
of which would make any statement in this Offer Document misleading, and that this Offer Document
constitutes a full and true disclosure of all material facts about the Placement and our Group.
Neither our Company, the Vendors, the Manager, Sponsor and Placement Agent nor any other parties
involved in the Placement is making any representation to any person regarding the legality of an
investment in our Shares by such person under any investment or any laws or regulations. No
information in this Offer Document should be considered as being business, legal or tax advice
regarding an investment in our Shares. Each prospective investor should consult his own legal,
financial, tax or other professional adviser regarding an investment in our Shares.

19

DETAILS OF THE PLACEMENT


No person has been or is authorised to give any information or to make any representation not
contained in this Offer Document in connection with the Placement and, if given or made, such
information or representation must not be relied upon as having been authorised by us, the Vendors,
or the Manager, Sponsor and Placement Agent. Neither the delivery of this Offer Document, the
Application Forms, any documents relating to the Placement, nor the Placement shall, under any
circumstances, constitute a continuing representation or create any suggestion or implication that there
has been no change in our affairs or in any statements of fact or information contained in this Offer
Document since the date of this Offer Document.
Where such changes occur, we may make an announcement of the same to the SGX-ST and will
comply with the requirements of the SFA and/or any other requirements of the SGX-ST. All applicants
should take note of any such announcements and, upon the release of such an announcement, shall
be deemed to have notice of such changes.
Save as expressly stated in this Offer Document, nothing herein is, or may be relied upon as, a promise
or representation as to the future performance or policies of our Company or our subsidiaries. This
Offer Document has been prepared solely for the purpose of the Placement and may not be relied upon
by any persons other than the applicants in connection with their application for the Placement Shares
or for any other purpose.
This Offer Document does not constitute an offer, solicitation or invitation to purchase and/or
subscribe for the Placement Shares in any jurisdiction in which such offer, solicitation or
invitation is unlawful or is not authorised or to any person to whom it is unlawful to make such
offer, solicitation or invitation.
Copies of this Offer Document and the Application Forms may be obtained on request, subject to
availability, during office hours from:
PrimePartners Corporate Finance Pte. Ltd.
20 Cecil Street
#21-02 Equity Plaza
Singapore 049705
and where available, from members of the Association of Banks in Singapore, members of the SGX-ST
and merchant banks in Singapore.
A copy of this Offer Document is also available on the SGX-ST website at http://www.sgx.com.
The Application List will open immediately upon the registration of the Offer Document by the
SGX-ST acting as agent on behalf of the Authority and will remain open until 12.00 noon on 13
July 2011 or for such further period or periods as our Directors may, in consultation with the
Manager, Sponsor and Placement Agent, in their absolute discretion, decide, subject to any
limitation under all applicable laws. In the event a supplementary offer document or replacement
offer document is lodged with the SGX-ST acting as an agent on behalf of the Authority, the Application
List will remain open for at least 14 days after the lodgement of the supplementary offer document or
replacement offer document.
Details of the procedures for application of the Placement Shares are set out in Appendix H of this Offer
Document.

20

INDICATIVE TIMETABLE FOR LISTING


An indicative timetable for the Placement and trading of our Shares is set out below:
Indicative time/date

Event

13 July 2011 at 12.00 noon

Close of Application List

15 July 2011 at 9.00 a.m.

Commence trading on a ready basis

21 July 2011

Settlement date for all trades done on ready basis

The above timetable is only indicative as it assumes that the date of closing of the Application List will
be 13 July 2011, the date of admission of our Company to the Catalist of the SGX-ST will be 15 July
2011, the shareholding spread requirement will be complied with and the New Shares will be issued
and fully paid-up prior to 15 July 2011.
The above timetable and procedures may be subject to such modification as SGX-ST may, in its
absolute discretion, decide, including the decision to permit trading on a ready basis and the
commencement date of such trading.
In the event of any changes in the closure of the Application List or the time period during which the
Placement is open, we will publicly announce the same:
(i)

through a SGXNET announcement to be posted on the Internet at the SGX-STs website at


http://www.sgx.com; and

(ii)

in a local English and/or Chinese language newspaper.

You should consult the SGX-STs announcement on the ready trading date on the Internet (at
the SGX-STs website http://www.sgx.com) or the newspapers, or check with your brokers on
the date on which trading on a ready basis will commence.
We will provide details of the results of the Placement as soon as it is practicable after the close of the
Application List through the channels described in (i) and (ii) above.

21

OFFER DOCUMENT SUMMARY


The information contained in this summary is derived from and should be read in conjunction with the
full text of this Offer Document. Because it is a summary, it does not contain all the information that
potential investors should consider before investing in the Shares of our Company. Potential investors
should read this entire Offer Document carefully, especially the matters set out under Risk Factors of
this Offer Document, before deciding to invest in our Shares.
Our Group
Our Company was incorporated in Singapore on 11 April 2011 under the Companies Act as a private
limited company to serve as the holding company of our Group. On 16 June 2011, we changed our
name from 800 Super Holdings Pte. Ltd. to 800 Super Holdings Limited and converted into a public
limited company. Our Group comprises our Company and our Subsidiaries, 800 Super, 800 Landscape,
Green Recycling and YS Yong. Please refer to the section entitled Group Structure of this Offer
Document for a diagrammatic representation of our Group.
Our Business
We are an established environmental services provider for public and private sectors in Singapore. Our
operations are based in Singapore.
Our environmental services include waste management, cleaning and conservancy and horticultural
services. Waste management services include providing residential, commercial and industrial waste
collection services, as well as recycling services. Cleaning and conservancy services comprise street
cleansing services and contract cleaning services provided to residential, industrial, commercial and
institutional customers. Horticultural services comprise landscaping, grass cutting and tree pruning
services provided to residential, industrial, commercial and institutional customers.
With the broad range of services we provide, we are able to offer comprehensive environmental
solutions to our customers.
A detailed discussion of our business and the services we provide is set out in the section entitled
General Information on our Group Business Overview of this Offer Document.
Our Competitive Strengths
Our Directors believe that our competitive strengths are as follows:

We are a comprehensive one-stop environmental solutions provider;

We provide quality services;

We have a wide and diversified customer base;

We have a proven track record; and

We have an experienced management team.

A detailed discussion of our competitive strengths is set out in the section entitled General Information
on our Group Competitive Strengths of this Offer Document.

22

OFFER DOCUMENT SUMMARY


Our Prospects
Our Directors believe that the prospects of our Group are encouraging for the following reasons:

Singapores population growth will result in an increase in the volume of waste output in
Singapore which will lead to an increase in the demand for our services;

Continuing economic growth, improving standard of living and changing consumer lifestyle among
the Singapore populace will increase the demand for our services; and

Implementation of environmental initiatives by regulatory authorities in Singapore will contribute


to the growth of the industry we currently operate in.

Our Business Strategies and Future Plans


Our business strategies and future plans for the continued growth of our business are as follows:

Expand our materials recovery capacity and the capacity of our vehicle depot;

Enhance the efficiency of our services and capacity by acquiring additional vehicles and
equipment, and upgrading our existing facilities;

Venture into waste treatment and renewable energy business;

Focus on public sector projects;

Expand into overseas market;

Continue to focus on operational excellence; and

Explore opportunities in strategic investments or alliances and acquisitions.

A detailed discussion of our prospects, business strategies and future plans is set out in the sections
entitled General Information on our Group Prospects and General Information on our Group
Business Strategies and Future Plans of this Offer Document.
Where you can find us
Our principal place of business and registered office is located at No. 17A Senoko Way Singapore
758056. Our telephone and facsimile numbers are (65) 6366 3800 and (65) 6365 3800, respectively.
Our website is www.800super.com.sg. Information on our website does not constitute part of this
Offer Document.

23

THE PLACEMENT
Placement Size

32,214,000 Placement Shares comprising 2,000,000 Vendor


Shares and 30,214,000 New Shares.
The New Shares will, upon issue and allotment, rank pari
passu in all aspects with the existing issued Shares (including
the Vendor Shares).

Placement Price

S$0.22 for each Placement Share, payable in full on


application.

The Placement

The Placement comprises a placement of 32,214,000


Placement Shares at the Placement Price, subject to and on
the terms and conditions of this Offer Document.

Purpose of the Placement

The purpose of the Placement is to secure the admission of


our Company to the Catalist. Our Directors consider that the
listing of our Company and the quotation of our Shares on the
Catalist will enhance our public image locally and
internationally and enable us to tap the capital markets to fund
our business growth.
The Placement will also provide members of the public, our
management, our employees, our business associates and
others who have contributed to the success of our Group with
an opportunity to participate in the equity of our Company. In
addition, the proceeds from the New Shares will provide us
with, inter alia, additional working capital to finance our
business expansion.

Listing Status

Prior to the Listing, there had been no public market for our
Shares. Our Shares will be quoted in Singapore dollars on the
Catalist, subject to admission of our Company to the Catalist of
the SGX-ST and permission for dealing in, and for quotation of,
our Shares being granted by the SGX-ST.

Risk Factors

Investing in our Shares involves risks which are described in


the section Risk Factors of this Offer Document.

Use of Proceeds

Please refer to the section entitled Use of Proceeds and


Listing Expenses of this Offer Document for more details.

24

PLACEMENT STATISTICS
PLACEMENT PRICE

22.0 cents

NTA
Pro forma NTA per Share based on the unaudited pro forma balance sheet of our
Group as at 31 December 2010 (the Pro Forma NTA):
(a)

before adjusting for the estimated net proceeds from the issue of the New
Shares and based on the pre-Placement share capital of 145,000,000 Shares

11.81 cents

(b)

after adjusting for the estimated net proceeds from the issue of the New
Shares and based on the post-Placement share capital of 178,800,000 Shares

12.53 cents

Premium of Placement Price per Share over the Pro Forma NTA per Share:
(a)

before adjusting for the estimated net proceeds from the issue of the New
Shares and based on the pre-Placement share capital of 145,000,000 Shares

86.28%

(b)

after adjusting for the estimated net proceeds from the issue of the New
Shares and based on the post-Placement share capital of 178,800,000 Shares

75.58%

EPS
Historical net EPS of our Group for FY2010 based on the pre-Placement share
capital of 145,000,000 Shares

3.59 cents

Historical net EPS of our Group for FY2010 based on the pre-Placement share
capital of 145,000,000 Shares, assuming that the Service Agreement had been in
place from the beginning of FY2010

3.14 cents

PER
Historical PER based on the Placement Price and historical net EPS of our Group
for FY2010

6.13 times

Historical PER based on the Placement Price and historical net EPS of our Group
for FY2010, assuming that the Service Agreements had been in place from the
beginning of FY2010

7.01 times

NET OPERATING CASH FLOW(1)


Historical net operating cash flow per Share of our Group for FY2010 based on the
pre-Placement share capital of 145,000,000 Shares

4.04 cents

Historical net operating cash flow per Share of our Group for FY2010 based on the
pre-Placement share capital of 145,000,000 Shares, assuming that the Service
Agreements had been in place from the beginning of FY2010

3.59 cents

25

PLACEMENT STATISTICS
PRICE TO NET OPERATING CASH FLOW
Ratio of Placement Price to historical net operating cash flow per Share of our Group
for FY2010 based on the pre-Placement share capital of 145,000,000 Shares

5.45 times

Ratio of Placement Price to historical net operating cash flow per Share of our Group
for FY2010 based on the pre-Placement share capital of 145,000,000 Shares,
assuming that the Service Agreements had been in place from the beginning of
FY2010

6.13 times

MARKET CAPITALISATION
Market capitalisation based on the Placement Price and post-Placement share
capital of 178,800,000 Shares
Note:
(1)

Net operating cash flow refers to net cash flows from operating activities.

26

S$39.34 million

RISK FACTORS
You should evaluate carefully each of the following considerations and all of the other information
contained in this Offer Document before deciding to invest in our Shares. Some of the following
considerations relate principally to the industry in which we operate and our business in general. Other
considerations relate principally to general social, economic, political and regulatory conditions, the
securities market and ownership of our Shares, including possible future dilution in the value of our
Shares.
If any of the following considerations and uncertainties develops into actual events, our business,
financial condition or results of operations could be materially and adversely affected. In such cases,
the trading price of our Shares could decline due to any of these considerations and uncertainties, and
you may lose all or part of your investment in our Shares.
Apart from the specific factors listed below and general business and economic conditions to which all
commercial businesses are exposed to, our Directors are of the view that we are not vulnerable in any
material way to any other factors which can be reasonably anticipated.
RISKS RELATING TO OUR INDUSTRY AND BUSINESS
We depend on various government departments and statutory bodies for a significant portion
of our revenue
We derive a significant portion of our revenue from government departments and statutory bodies, such
as MOE and NEA. For FY2008, FY2009, FY2010 and HY2011, revenue derived from government
departments and statutory bodies accounted for 38.3%, 42.1%, 47.2% and 43.2% respectively of our
total revenue for each of these years.
The majority of our contracts with government departments and statutory bodies are awarded by a
process of public tender, and the tenure of such contracts lasts up to seven years.
In the event that our reputation, registration or licences with any government department or statutory
body is for any reason adversely affected, it may affect our ability to participate in tenders by other
government departments or statutory bodies.
When our projects reach the end of their tenure, they will be open for new tenders and we will have to
participate in such tenders. There is no assurance that we will succeed in the new tenders.
Further, as our contracts with government departments and statutory bodies are generally long term in
nature, if we are unsuccessful in any tender exercise, we will not have the opportunity to tender for the
project until a fresh tender exercise is called upon the expiration of the current contract term. This may
be up to seven years, such as for public waste collection tenders. This limits our ability to secure new
contracts.
These factors may adversely affect our financial performance and growth.
Any cost overruns and/or increases in costs related to specific projects would adversely affect
our financial performance
The contract value quoted in the tender submission to our customers is determined based on internal
costing and budgetary evaluations on costs such as labour costs and cost of supplies, including the
indicative pricing of the various suppliers and sub-contractors.

27

RISK FACTORS
However, unforeseen circumstances may arise during the tenure of the projects. These would include
increases in labour or supply costs. Additional work which is not previously factored into the contract
value may also have to be carried out and this may result in higher project costs. It is also possible for
incorrect estimates of costs to be made during the tender submission or for delays in the execution of
projects to arise. These circumstances will lead to cost overruns which will erode our profit margin for
the project or may result in losses. This may have an adverse effect on our overall financial
performance and financial condition.
In submitting a tender for projects, our customers would normally request for a binding quotation.
However, the indicative pricing which we obtain from our suppliers and sub-contractors for the purpose
of our cost calculation in determining the tender price may be valid for a shorter period. There is a
possibility that the final pricing agreed with our suppliers and sub-contractors will be less favourable
than the price on which we had calculated our costs. As some of our contracts do not allow for any
adjustments to the contract value for fluctuations in cost, a substantial increase in the cost of supplies
or any other cost components vis-a`-vis the estimates factored into the contract value agreed with
customers will therefore erode our profit margin for the project or may even result in losses. This may
have an adverse effect on our overall financial performance and financial condition.
Our operations may be affected should we fail to comply with the conditions stipulated in our
licences, permits, approvals or our registration with BCA or in the event that any of our existing
licences are terminated, not renewed or suspended or registration status with BCA is revoked
or not renewed or our BCA Grades are downgraded
The BCA administers a contractors registry to serve the procurement needs of government
departments, statutory bodies and other public sector organisations. Contractors registered with the
BCA are accorded grades (BCA Grades) by the BCA, taking into consideration factors such as the
contractors resources, experience and technical expertise to undertake contracts of the relevant
nature and size.
We possess, amongst others, L6 BCA Grade in MW02 (housekeeping, cleansing, desilting and
conservancy services), L4 BCA Grade in MW03 (landscaping) and C1 BCA Grade in CW01 (general
building) workheads under the contractors registry administered by the BCA. Please refer to the
section entitled General Information on our Group Licenses, Permits and Approvals of this Offer
Document for a complete list of the BCA Grades which we possess. These BCA Grades have to be
renewed every three years. To maintain our existing BCA Grades, we are required to comply with the
prescribed requirements relating to financial capacity, personnel resources and track record.
In the event that we fail to continuously meet the prescribed requirements of any of the workheads
under which we are registered as a contractor with BCA, our BCA Grades may be downgraded or our
registration status with BCA may not be renewed or we may even be suspended or de-registered from
the contractors registry by the BCA. Should we fail to renew or maintain our existing registration status
or grades, we may not be able to tender for certain public projects which require us to obtain such BCA
Grades. This may have a material adverse impact on our business, results of operations and financial
position.
In addition, we have obtained several licences and permits necessary for our business operations,
including a general waste collection licence awarded by NEA. We are also designated as the public
waste collector licensee to provide refuse collection services to domestic and trade premises for the
Ang Mo KioToa Payoh sector in Singapore for a period of seven and a half years commencing from
1 July 2006 until 31 December 2013. Some of these licences and permits are subject to periodic
renewal and reassessment as well as fulfilment of conditions imposed by the relevant government
agencies or authorities, and the standard of compliance required in relation thereto may from time to
time be subject to changes.
28

RISK FACTORS
For recent public waste collection tenders by NEA, NEA has instituted a system of demerit points where
demerit points are issued for lapses in the provision of refuse collection and recycling services. The
public waste collector licensee will receive 1 demerit point for every S$100 of financial penalty imposed
on it pursuant to Section 99(13) of the Environmental Public Health Act for any service lapses. Public
waste collector licensees who accumulate a certain number of demerit points within a certain period
risk having their public waste collector licence revoked. Although we currently are not subject to this
demerit point system under our existing public waste collection contract with NEA for any service
lapses, there is no certainty that we will not be subject to such demerit point system in future. In the
event that NEA introduces this demerit point system for our public waste collection contracts,
accumulation of such number of demerit points as may be determined by NEA may result in our public
waste collector licence being revoked. Accordingly, our business, profitability and financial conditions
will be materially and adversely affected.
Non-renewal, suspension or revocation of our licences, permits or approvals will have a material
adverse effect on our operations as we may not be able to carry on our business without such licences,
permits and approvals, and our business and financial performance may be adversely affected. In
addition, there could in the future be modifications of, or additions or new restrictions to, the conditions
attached to our licences, permits or approvals, and we may incur additional costs in complying with the
new or modified conditions which may adversely affect our business and financial performance.
Our profitability may be adversely affected if we are unable to pass on any increases in our
costs of operations to our customers
Our costs of operations include purchases of supplies and disposal charges, sub-contractor costs and
employee benefits expenses.
Our purchases of supplies and disposal charges include fuel charges and costs of disposing of waste
that cannot be recycled. As fuel charges are subject to fluctuations in market prices of fuel, an increase
in fuel prices which we are not able to pass on to our customers will have an adverse impact on our cost
of operations.
Arising from the application of the Environmental and Public Health Act which prohibits illegal dumping
and the requirements of its subsidiary regulations including Environmental Public Health (General
Waste Collection) Regulations and Environmental Public Health (Public Cleansing) Regulations, as
well as the Code of Practice issued by NEA relating to waste management, all non-recyclable wastes
collected that are incinerable must be disposed of at public disposal facilities maintained and operated
by NEA or such other authorised disposal facilities or refuse transfer station and all non-recyclable
waste collected that are non-incinerable must be disposed of at an authorised refuse dumping ground.
Disposal of waste collected at any unauthorised disposal facility is considered illegal dumping and
punitive measures such as fines and forfeiture of vehicles used for the illegal dumping activities will be
imposed.
As at the Latest Practicable Date, there were a total of four waste incineration plants in Singapore that
are regulated by NEA. The Tuas Incineration Plant and the Tuas South Incineration Plant are operated
by NEA while the Senoko Waste-to-Energy Plant and the Keppel Seghers Tuas Waste-to-Energy Plant
are privately operated. NEA also operates and manages a refuse transfer station in Singapore, known
as the Tuas Marine Transfer Station.
Disposal of waste at the disposal facilities or the refuse transfer station set out above requires payment
of disposal charges prescribed under the Environmental Public Health (Public Cleansing) Regulations.
Currently, there is only one landfill ground in Singapore and it is an offshore landfill ground, known as
the Semakau Landfill which is operated by NEA. NEA imposes charges for waste disposal at the
Semakau Landfill.
29

RISK FACTORS
Currently, our waste is disposed at the incineration plants and the landfill ground. Disposal charges are
paid based on the weight of waste disposed. While the waste disposal charges have not increased
since 2002, there is no certainty that they will not be revised upwards in the future. Any subsequent
amendment made to the disposal charges prescribed in the Environmental Public Health (Public
Cleansing) Regulations or any changes to NEAs landfill charges will increase our waste disposal costs.
If such costs cannot be passed on to our customers, such cost increase will have an adverse impact
on the profits of our Group.
We also incur sub-contractor costs in our operations. Sub-contractor costs include fees charged by
sub-contractors for cleaning work that we have outsourced, and also fees levied by SP Services Ltd.
in acting as our collection agent to collect the service fee for the provision of our waste management
services on our behalf. Any price increase by our sub-contractors which cannot be passed on to our
customers will have an adverse impact on our costs of operations and may adversely affect our
profitability.
Employee benefits expenses include salaries, CPF contributions and workers levy. For FY2008,
FY2009, FY2010 and HY2011, our employee benefits expenses contributed to 39.7%, 39.2%, 39.4%
and 41.7% respectively of the Groups total operating cost. In FY2009 and FY2010, pursuant to the
Jobs Credit Scheme which was introduced in the Singapores Budget Statement for 2009, our Group
received a cash grant, which was based on the CPF contributions we have made for our then existing
employees, from IRAS in the amounts of S$0.8 million and S$1.2 million respectively, which was used
to offset our employee benefits expenses. This scheme has ceased since 30 June 2010. With the
cessation of this scheme, our employee benefits expenses would increase for FY2011. Accordingly, we
will also expect our profit attributable to shareholders for FY2011 to be less than that for FY2010.
In addition, any general increases in salaries, employers CPF contribution or workers levy, in
particular, foreign workers levy, will have an adverse impact on our costs of operations and may
adversely affect our profitability. With the increasing demand for foreign labour, especially where
attractive wages are being offered to such skilled foreign workers in other countries, there is no
assurance that we will be able to continue to attract foreign workers at our current level of wages or that
our current foreign workers will continue to be employed by us. Any increase in competition for foreign
workers, especially skilled workers, outside Singapore will increase the general labour wages. Please
refer to the section entitled General Information on our Group Trend Information of this Offer
Document for more details of the impact of the cessation of the Jobs Credit Scheme on our Group.
We are dependent on foreign labour
The waste management and cleaning and conservancy industries that we currently operate in are
labour-intensive and we depend on foreign labour. As at 30 June 2010, approximately 21.2% of our total
labour force of 2,581 employees was made up of foreign labour from mainly Bangladash, China, India,
Malaysia and Myanmar. As such, we are susceptible to any sudden withdrawal in the supply of foreign
workers or changes in the costs of hiring such workers.

30

RISK FACTORS
The supply of foreign workers is largely dependent on the quotas imposed by MOM in Singapore as
well as the labour policies of the countries from which our foreign workers originate. In the event there
are any unfavourable changes in labour policies in these countries or a tightening of quota entitlements
by MOM, the availability of foreign workers may be restricted further resulting in delay or disruptions in
our operations if we are unable to procure suitable and timely replacements. In the event that there is
a shortage of foreign workers caused by whatever reasons, our operations and profitability will be
adversely affected. In addition, we may have to seek alternative and more costly sources of labour for
our workforce requirements and our payroll costs may increase which will in turn materially and
adversely affect the profitability of our Group. Furthermore, MOM imposes levy payments and requires
security bonds for every foreign worker hired by our Group. As at 30 June 2010, 548 of our workers
were subject to FWL and our FWL ranged from S$110 to S$450 per worker per month. For FY2010, we
incurred approximately S$1.4 million of FWL. On 21 February 2011, following the Singapore
Governments announcement in its Budget Statement for 2011 that further FWL increases will be
introduced for all sectors, MOM announced changes to the FWL rates and tiers for different types of
work passes which will be phased-in at 6-monthly intervals from 1 January 2012 till 1 July 2013. The
average increase in the monthly FWL will be S$260 per work permit holder for the services sector,
S$320 per work permit holder for the construction sector, and S$240 per S-Pass holder for all sectors
between February 2011 and July 2013. Further, the levy tiers which determine the levy rate to be paid
for each foreign worker by a company depending on the proportion of foreign workers it has employed
will be tightened. With the phasing in of such increases in FWL, our payroll costs will increase. If such
costs cannot be passed on to our customers, the profitability of our Group will be adversely affected.
Our business is vulnerable to keen competition and our performance will depend on our ability
to compete effectively against our competitors
Singapores waste management and cleaning and conservancy markets are mature industries with
relatively low barriers of entry. As such, we will face increasing competition if new players enter into the
waste management and cleaning and conservancy market. Factors considered by our customers in
their choice of suppliers would include technical competence, pricing and track record.
Some of our competitors may have or may develop greater financial and technical resources than us
and possess the key competitive attributes as set out above, and thus respond more quickly to changes
in customer requirements. There is no assurance that we will be able to compete successfully against
our competitors in the future. Accordingly, our revenue and profitability may be materially and adversely
affected if we are not able to compete effectively.
NEA liberalised public waste collection in Singapore in 1998, dividing Singapore into nine sectors and
allowing privately operated companies to tender for public waste collection projects. Only pre-qualified
companies may tender for the collection of domestic and trade refuse from each of these sectors. Prior
to 1998, there was only one public waste collection company in Singapore. As at the Latest Practicable
Date, there were only four pre-qualified companies that had been granted licences for public waste
collection. In the event that more companies are pre-qualified to tender for public waste collection
contracts, more companies will compete with us in tendering for public waste collection projects.
Please refer to the section entitled General Information on our Group Competition in this Offer
Document for more information on our major competitors.

31

RISK FACTORS
Our Group is required to comply with applicable laws and regulations
Arising from the operations of our Group, we are required to comply with laws and regulations
applicable to workplace safety, employment of foreign workers, environment and road traffic. In the
event that we fail to comply with any of the applicable laws and regulations, our Group may be subject
to penalties which include being fined and/or issued with remedial or stop-work orders which may affect
our profitability. For FY2008, FY2009, FY2010, HY2011 and for the period from 1 January 2011 to 31
May 2011, the aggregate amounts of fines and composition payments that we paid for breaches of
applicable safety and other regulations amounted to approximately S$7,400, S$13,900, S$43,400,
S$9,900 and S$8,600 respectively.
In addition, accidents or mishaps may occur at the work sites of our Groups projects even though there
are safety measures already in place. Such accidents or mishaps may severely disrupt the operations
of our Group and lead to delays in the completion of projects, and in the event of such delay, our Group
may be liable to pay damages to our customers. If such events were to occur, our Groups business,
results of operations and financial position may be adversely affected. These circumstances would also
generate negative publicity and may adversely affect our Groups business, results of operations and
financial condition. Further, such accidents or mishaps may subject our Group to claims from workers
or other persons involved in such accidents or mishaps for damages, and any claims which are not
covered by our Groups insurance policies may adversely affect our results of operations and financial
position. As at the Latest Practicable Date, there were no subsisting remedial or stop-work orders.
We depend on the quality of the work of our sub-contractors
For some of our projects, we may sub-contract the provision of certain of our services, including
cleaning and building works to third-party contractors, either because we do not have the expertise to
provide such services, or if we are short of resources at the relevant time. We select our
sub-contractors based on, amongst others, our past working experiences with them and their
performance and competitiveness in terms of their pricing. As we remain contractually responsible for
the delivery of services in accordance with the requirements of our customers, any delay, nonperformance or poor performance by our sub-contractors may cause us to breach our contract with our
customers and expose us to the risk of liquidated or other damages. If such events were to occur, there
would be a material adverse effect on our business, financial condition and results of operations.
Our Groups insurance coverage may not be adequate
Our Group maintains public liability insurance, motor vehicle insurance, contractors all risks insurance
and insurance for claims for workmens compensation under the Work Injury Compensation Act
(Chapter 354) of Singapore. In addition, our Group has purchased medical insurance for our foreign
workers and fire insurance for our leasehold buildings. However, no insurance can compensate all
potential losses and there can be no assurance that our insurance coverage will be adequate or that
our Groups insurers will pay a particular claim. There are also certain types of risks that are not covered
by our insurance policies, because they are either uninsurable or not economically insurable, including
acts of war and acts of terrorism. In addition, our Group is not insured against loss of key personnel or
business interruption. If such events were to occur, we might be liable for such loss and our Groups
financial performance and financial position might be adversely affected as a result.

32

RISK FACTORS
We may require bank borrowings to finance our expansion plans
As we are expanding our operations, a sufficient level of funding is required to finance our expansion
plans. As at the Latest Practicable Date, we had available bank and credit facilities of approximately
S$17.4 million of which approximately S$5.1 million were unutilised.
While our operating cash flows and re-financing activities have in the past been sufficient to meet
and/or service our debt repayment obligations, there is no assurance that we will be able to continue
to do so in the future. In the event that we are unable to meet our payment obligations in relation to our
existing bank borrowings, we may face the risk of foreclosure of our material assets which have been
mortgaged to the various banks to secure such credit facilities.
Further, there is no assurance that we will be able to obtain financing on terms that are favourable, or
at all, and high interest rates will have an adverse effect on our financial condition and profitability.
Covenants in our loan and financing agreements may limit our flexibility, and breaches of these
covenants could adversely affect our financial condition
The documents underlying our facilities and loans contain provisions requiring us to take or refrain from
taking certain actions. In addition, certain of these financing agreements require that we comply with
various financial covenants, amongst others, maintaining various financial ratios or maintaining
particular gearing levels. Certain of our financing agreements contain restrictive or negative covenants
and other prohibitions that may affect our ability to, amongst others, borrow, pay dividends, dispose of
a substantial part of our assets, enter into contracts outside of the ordinary course of business, effect
a change in shareholders and create security.
These covenants may limit our flexibility in our operations and breaches of these covenants may result
in default under the financing agreements. If we are unable to rectify the default, refinance our
indebtedness or meet our repayment obligations, it will have a material adverse effect on our business,
financial condition, results of operations and prospects.
We may face disruptions in our operations due to an outbreak of diseases among our personnel
An outbreak of SARS, avian influenza, Influenza A (H1N1) virus and/or other communicable diseases,
if uncontrolled, may affect our operations, as well as the operations of our customers, sub-contractors
and suppliers. Any occurrence of a pandemic, an epidemic or outbreak of other disease may have an
adverse effect on our business operations including our ability to travel and deploy personnel for
projects. This will result in longer time required for production and a delay in the delivery to our
customers. Failure to meet our customers expectations may damage our reputation and may, as a
result, lead to claims from customers, loss of business and affect our ability to attract new businesses.
Accordingly, our business and financial performance may be adversely affected.
We may face uncertainties associated with the expansion of our business
Our future plans are as described in the General Information on our Group Business Strategies and
Future Plans section in this Offer Document. There is no assurance that our expansion plans will
achieve a sufficient level of revenue or if we fail to manage our costs, our profitability and financial
position may be adversely affected.

33

RISK FACTORS
We are reliant on key personnel for our continued success and growth
Our Groups success to date is attributable to the contributions and expertise of our Executive Directors
and Executive Officers. Our continued success and growth is, to a large extent, dependent on our ability
to retain our Executive Directors, namely, our Executive Chairman, Lee Koh Yong, CEO, Lee Cheng
Chye, and COO, Chan Teck Ee Vincent, who are responsible for formulating and implementing our
business growth, corporate development and overall business strategy and have been instrumental in
our growth and expansion.
In addition to being familiar with our business, our Executive Directors and Executive Officers have
established strong working relationships with our customers and suppliers. The loss of these personnel
without suitable and timely replacement, or the inability to attract and retain other qualified and
experienced personnel, will have an adverse impact on our operations and our ability to achieve our
objectives.
We are exposed to the credit risks of our customers
Our financial performance and position are dependent, to a certain extent, on the creditworthiness of
our customers. If there are any unforeseen circumstances affecting our customers ability or willingness
to pay us, we may experience payment delays or non-payment. In any of these events, our financial
performance and financial position will be affected adversely. Please refer to the section entitled
General Information on our Group Credit Policy in this Offer Document for more information.
Our Group may face legal disputes which may adversely affect our financial position
We may be involved from time to time in disputes with various parties involved in the projects that we
undertake. These parties include our customers, sub-contractors and suppliers. As we operate a large
fleet of vehicles, these vehicles may also be involved in traffic or other accidents resulting in disputes
with the affected parties. These disputes may lead to legal and other proceedings. Please refer to the
section entitled General and Statutory Information Litigation of this Offer Document for further
details on the legal proceedings that we are currently or have been involved in during the previous 12
months. There is no assurance that we will be able to successfully defend such claims. We may incur
costs, and our time and management resources may be diverted towards defending such claims. If we
are required to pay damages, this may affect our financial position, financial performance and business
operations.
RISKS RELATING TO AN INVESTMENT IN OUR SHARES
Investments in securities quoted on Catalist involve a higher degree of risk and can be less
liquid than shares quoted on the Main Board of the SGX-ST
An application has been made for our Shares to be listed for quotation on Catalist, a listing platform
designed primarily for fast-growing and emerging or smaller companies to which a higher investment
risk tends to be attached as compared to larger or more established companies. An investment in
shares quoted on Catalist may carry a higher risk than an investment in shares quoted on the Main
Board of the SGX-ST. Catalist was newly formed in December 2007 and the future success and liquidity
in the market of our Shares cannot be guaranteed.

34

RISK FACTORS
Control by our existing Controlling Shareholders may limit your ability to influence the outcome
of decisions requiring the approval of Shareholders
Upon the completion of this Placement, we anticipate that our Controlling Shareholders, namely, Yong
Seong Investment Pte Ltd, Lee Koh Yong, Lee Hock Seong and Lee Cheng Chye will own an aggregate
of approximately 72.9% of our enlarged share capital after the Placement.
As a result, they will be able to significantly influence all matters requiring approval by our
Shareholders. They will also have veto power with respect to any Shareholders action or approval
requiring a majority vote except where any or all of them are required by the Catalist Rules to abstain
from voting. Such concentration of ownership may also have the effect of delaying, preventing or
deterring a change in control of our Group that may conflict with the interests of our public
Shareholders.
There has been no prior market for our Shares and the Placement may not result in an active or
liquid market
Prior to the Placement, there has been no public market for our Shares. Although we have made an
application to the SGX-ST to list our Shares on the Catalist, there is no assurance that an active trading
market for our Shares will develop, or if it develops, be sustained. There is also no assurance that the
market price for our Shares will not decline below the Placement Price. The market price of our Shares
may be subject to significant fluctuations due to various external factors and events including the
liquidity of our Shares in the market, difference between our actual financial or operating results and
those expected by investors and analysts, the general market conditions and broad market fluctuations.
The Placement Price is determined by us and the Vendors after negotiations with the Manager,
Sponsor and Placement Agent, based on, inter alia, market conditions and estimated market demand
for our Shares. You may not be able to resell your Shares at or above the Placement Price. Volatility
in the trading price of our Shares may be caused by factors outside our control and may be unrelated
or disproportionate to our operating results.
Our share price may be volatile and this may affect your investment in our Shares
An active market may not develop and if it develops, may not be sustained following this Placement.
You may not be able to sell your Shares at or above the Placement Price. Our Share price may be
volatile and may fluctuate significantly and rapidly in response to, inter alia, the following factors, some
of which are beyond our control:

Variations in our operating results;

Changes in securities analysts estimates of our financial performance;

Changes in market valuations of similar companies;

Announcements by our competitors or ourselves, of gains or losses of significant contracts,


acquisitions, strategic partnerships, joint ventures or capital commitments;

Additions or departures of key personnel;

Fluctuations in stock market prices and volume;

Any involvement in litigation; or

General economic and stock market conditions.


35

RISK FACTORS
We may require additional funding for our growth plans, and such funding may result in a
dilution of your investment
We attempted to estimate our funding requirements in order to implement our growth plans as set out
in the section entitled General Information on our Group Business Strategies and Future Plans of
this Offer Document. In the event that the costs of implementing such plans exceed these estimates
significantly or that we come across opportunities to grow through expansion plans which cannot be
predicted at this juncture, and our funds generated from our operations prove insufficient for such
purposes, we may need to raise additional funds to meet these funding requirements. These additional
funds may be raised by issuing equity or debt securities or by borrowing from banks or other resources.
We cannot ensure that we will be able to obtain any additional financing on terms that are acceptable
to us, or at all. If we fail to obtain additional financing on terms that are acceptable to us, we will not be
able to implement such plans fully.
Such funding, if raised through the issuance of equity or securities convertible into equity, may be priced
at a discount to the then prevailing market price of our Shares trading on Catalist, resulting in a dilution
of our Shareholders equity interest. If we fail to utilise the new equity to generate a commensurate
increase in earnings, our EPS may be diluted, and this could lead to a decline in the price of our Shares.
Alternatively, if our funding requirements are met by way of additional debt financing, we may have
restrictions placed on us through such debt financing arrangements which may:

Limit our ability to pay dividends or require us to seek consent for the payment of dividends;

Increase our vulnerability to general adverse economic and industry conditions;

Limit our ability to pursue our growth plans;

Require us to dedicate a substantial portion of our cash flow from operations to payment for our
debt, thereby reducing the availability of our cash flow to fund other capital expenditure, working
capital requirements and other general corporate purposes;

Limit our flexibility in planning for, or reacting to, changes in our business and our industry; and

Impose restrictions on the dilution or change in the shareholding of certain major Shareholders of
our Company.

While we have so far been able to borrow the funds necessary to finance our operations, the current
disruptions, uncertainty or volatility to the credit markets could limit our ability to borrow funds or cause
our borrowing to be more expensive. As such, we may be forced to pay unattractive interest rates,
thereby increasing our interest expense, decreasing our profitability and reducing our financial
flexibility.
Investors in our Shares would face immediate and substantial dilution in the NTA per Share and
may experience future dilution
Our Placement Price of S$0.22 is substantially higher than our Groups NTA per Share of S$0.13 based
on the post-Placement issued share capital. If we were liquidated immediately following this Placement,
each investor purchasing and/or subscribing to this Placement would receive less than the price paid
for his Shares. Please refer to the section entitled Dilution of this Offer Document for further details.

36

RISK FACTORS
Future sales or issuance of our Shares could adversely affect our Share price. Any future sale or
issuance or availability of a large number of our Shares in the public market or perception thereof may
have a downward pressure on our Share price. These factors also affect our ability to sell additional
equity securities in the future, at a time and price we deem appropriate. Save as disclosed under the
section entitled Shareholders Moratorium of this Offer Document, there will be no restriction on the
ability of our Shareholders to sell their Shares either on the Catalist or otherwise.
In addition, our Share price may be under downward pressure if certain of our Shareholders sell their
Shares upon the expiry of their moratorium periods.
Negative publicity may adversely affect our Share price
Negative publicity involving our Group or any of our Directors, Controlling Shareholders or Executive
Officers may adversely affect the market perception or the stock performance of our Company, whether
or not it is justified. Some examples are unsuccessful attempts in joint ventures, takeovers or
involvement in insolvency proceedings.

37

USE OF PROCEEDS AND LISTING EXPENSES


USE OF PROCEEDS
The estimated net proceeds raised from the Placement (comprising Vendor Shares and New Shares),
after deducting estimated cash expenses of approximately S$1.4 million, is approximately S$5.7
million. We will not receive any of the proceeds from the Vendor Shares sold by the Vendors in the
Placement. The net proceeds attributable to the Vendors from the sale of the Vendor Shares (after
deducting the Vendors placement commission of S$13,200) will be approximately S$0.4 million. The
net proceeds to be raised by us from the issue of the New Shares (after deducting our share of the
estimated expenses to be borne by us of approximately S$1.4 million) will be approximately S$5.3
million.
Each principal intended use of proceeds to be raised by us from the issue of the New Shares is set out
below:

(S$000)

Estimated amount
allocated for each
dollar of the gross
proceeds to be raised
by us from the issue
of the New Shares
(cent)

To expand our materials recovery capacity and capacity of


our vehicle depot

2,000

30.1

To expand our existing fleet of vehicles and equipment, and


upgrade our existing facilities

1,500

22.6

General working capital requirements

1,775

26.7

5,275

79.4

The foregoing discussion represents our Companys best estimate of our allocation of the net proceeds
to be raised by us from the issue of the New Shares based on our current plans and estimates
regarding our anticipated expenditures. Actual expenditures may vary from these estimates and we
may find it necessary or advisable to reallocate the net proceeds within the categories described above
or to use portions of the net proceeds for other purposes. In the event that we decide to reallocate the
net proceeds to be raised by us from the issue of the New Shares for other purposes, our Company will
publicly announce our intention to do so through a SGXNET announcement to be posted on the internet
at the SGX-ST website, http://www.sgx.com.
Please also refer to the section General Information on our Group Business Strategies and Future
Plans of this Offer Document for further details on our plans above. In particular, our future plans may
be funded, apart from the proceeds to be raised by us from the issue of the New Shares, either through
internally generated funds and/or external borrowings.
Pending the deployment of the net proceeds as aforesaid, the funds will be placed in short-term
deposits with financial institutions, used to invest in short-term money market instruments and/or used
for working capital requirements as our Directors may deem appropriate.
In the reasonable opinion of our Directors, there is no minimum amount which must be raised from the
Placement.
None of the proceeds of the Placement will be used to discharge, reduce or retire any indebtedness of
our Group.

38

USE OF PROCEEDS AND LISTING EXPENSES


LISTING EXPENSES
The estimated amount of expenses relating to the Placement and application for Listing, including the
placement commission, professional fees, listing fees (including processing fees) and miscellaneous
expenses in relation to the Placement is approximately S$1.4 million. Save for the placement
commission, which will be borne by the Vendors and our Company in the proportion in which the
Placement Shares are offered by the Vendors and our Company, the rest of the listing expenses will
be borne by our Company.
The following table sets out the breakdown of the estimated expenses to be borne by us in relation to
the Placement(1):

(S$000)
Listing fees (including processing fees)
Professional fees(2)
Placement commission

(3)

Miscellaneous expenses
Total

Estimated amount
allocated for each
dollar of the gross
proceeds to be raised
by us from the issue
of the New Shares
(cent)

34

0.5

838

12.6

199

3.0

300

4.5

1,371

20.6

Notes:
(1)

Of the total estimated listing expenses to be borne by our Company of approximately of S$1.4 million, approximately S$1.0
million will be capitalised against share capital and the balance of the estimated listing expenses will be charged to the profit
or loss.

(2)

This excludes professional fees paid by our Company to PPCF which will be satisfied in part by the issuance and allotment
of 2,238,000 PPCF Shares to PPCF representing approximately 1.25% of the post-Placement issued share capital of our
Company at the Placement Price for each PPCF Share. For more details, please refer to the sections entitled Share
Capital and Shareholders of this Offer Document. This also excludes fees paid by our Company to SP Corporate Advisory
which will be satisfied in part by the issuance and allotment of 1,348,000 FSP Shares to our Non-Executive Director, Foo
Shiang Ping representing approximately 0.75% of the post-Placement issued share capital of our Company at the
Placement Price for each Share.

(3)

The amount of placement commission per Placement Share, agreed upon between the Placement Agent and our Company
is 3.0% of the Placement Price payable for each Placement Share. Please refer to the section entitled General and
Statutory Information Management and Placement Arrangements of this Offer Document for more details.

39

PLAN OF DISTRIBUTION
The Placement
The Placement is for 32,214,000 Placement Shares offered in Singapore and the Listing is managed
and sponsored by PPCF.
Prior to the Placement, there has been no public market for our Shares. The Placement Price is
determined by our Company and the Vendors, in consultation with the Manager, Sponsor and
Placement Agent, and after taking into consideration, inter alia, prevailing market conditions and
estimated market demand for the Placement Shares determined through a book-building process. The
Placement Price is the same for all the Placement Shares and is payable in full on application.
Pursuant to the Management Agreement entered into between us, the Vendors and PPCF as set out
in the section entitled General and Statutory Information Management and Placement
Arrangements of this Offer Document, we and the Vendors have appointed PPCF and PPCF has
agreed to manage and to act as full sponsor for the Listing. The Manager, Sponsor and Placement
Agent will receive a management fee for its services rendered in connection with the Placement.
The Placement Shares are made available to retail and institutional investors who may apply through
their brokers or financial institutions by way of the Application Forms. Applications for the Placement
Shares may only be made by way of printed Application Forms as described in Appendix H of this Offer
Document.
Pursuant to the Placement Agreement entered into between us, the Vendors and the Placement Agent
as set out in the section entitled General and Statutory Information Management and Placement
Arrangements of this Offer Document, our Company and the Vendors have appointed PPCF as the
Placement Agent and PPCF has agreed to procure purchasers for and/or subscriptions for the
Placement Shares for a placement commission of 3.0% of the aggregate Placement Price payable to
us and the Vendors for the total number of Placement Shares successfully purchased or subscribed for.
Subject to any applicable laws and regulations, the Company agrees that the Placement Agent shall be
at liberty at its own expense to appoint one or more sub-placement agents under the Placement
Agreement upon such terms and conditions as the Placement Agent may deem fit.
Purchasers and subscribers of the Placement Shares may be required to pay brokerage of 1.0% of the
Placement Price (and the prevailing goods and services tax thereon, if applicable) to the Placement
Agent or any sub-placement agent that may be appointed by the Placement Agent.
Purchase of and Subscription for Placement Shares
Save for our Executive Director and COO, Chan Teck Ee Vincent, none of our Directors or Substantial
Shareholders intends to purchase and/or subscribe for the Placement Shares pursuant to the
Placement.
To the best of our knowledge, as at the date of this Offer Document, we are not aware of any person
who intends to purchase and/or subscribe for more than 5% of the Placement Shares in the Placement.
However, through a book-building process to assess market demand for our Shares, there may be
person(s) who may indicate an interest to purchase and/or subscribe for more than 5% of the
Placement Shares. If such person(s) were to make an application for more than 5% of the Placement
Shares and are subsequently allotted such number of Shares, we will make the necessary
announcements at the appropriate time. The final allocation of Shares will be in accordance with the
shareholding spread and distribution guidelines as set out in the Catalist Rules.

40

PLAN OF DISTRIBUTION
No Shares shall be allotted or allocated on the basis of this Offer Document later than six months after
the date of registration of this Offer Document by SGX-ST acting as agent on behalf of the Authority.
INTERESTS OF THE MANAGER, SPONSOR AND PLACEMENT AGENT
In the reasonable opinion of our Directors, PPCF does not have a material relationship with our
Company save as disclosed below and in the section entitled General and Statutory Information
Management and Placement Arrangements of this Offer Document:
(a)

PPCF is the Manager, Sponsor and Placement Agent in relation to the Placement;

(b)

PPCF will be the continuing Sponsor of our Company for a period of three (3) years from the date
our Company is admitted and listed on Catalist; and

(c)

Pursuant to the Management Agreement and as part of PPCFs management fees as the
Manager, Sponsor and Placement Agent, the Company will issue and allot to PPCF 2,238,000
PPCF Shares, representing 1.25% of the post-Placement issued share capital of the Company,
at the Placement Price for each PPCF Share. After the completion of the relevant moratorium
periods as set out in the section entitled Shareholders Moratorium of this Offer Document,
PPCF will be disposing its shareholding interest in our Company at its discretion.

41

DIVIDEND POLICY
Our subsidiaries, 800 Super and YS Yong declared, and paid out on 15 April 2011, dividends of S$1.0
million each in respect of the financial year ended 30 June 2010, to their then shareholders.
Save as disclosed above, none of our subsidiaries has declared or paid dividends in the Period Under
Review and for the period from 1 January 2011 to the Latest Practicable Date. Our Company has not
distributed any dividends since its incorporation in April 2011.
We currently do not have a fixed dividend policy. The declaration and payment of dividends in the future
will depend on the level of our retained earnings, expected future earnings, cash flow, financial
conditions, projected levels of capital expenditures and investment plans, including such legal or
contractual restrictions as may from time to time apply, as well as general business conditions and other
factors which our Directors may deem appropriate (Dividend Factors). Future dividends will be paid
by us upon approval by our Shareholders and Directors.
We may declare an annual dividend with the approval of our Shareholders in a general meeting, but the
amount of such dividend shall not exceed the amount recommended by our Directors. Our Directors
may declare an interim dividend without the approval of our Shareholders.
Subject to the above, our Directors intend to recommend and distribute dividends of not less than 20%
of our net profits attributable to our Shareholders for each of FY2011 and FY2012 (Proposed
Dividends).
However, investors should note that all foregoing statements, including statements on the Proposed
Dividends, are merely statements of our present intention and shall not constitute legally binding
statements in respect of our future dividends, which may be subject to modification (including reduction
or non-declaration thereof) at our Directors sole and absolute discretion. Investors should not treat the
Proposed Dividends as an indication of our Groups future dividend policy. No inference should or can
be made from any of the foregoing statements as to our actual future profitability or ability to pay
dividends in any of the periods discussed. The form, frequency and amount of future dividends will
depend on the Dividend Factors.
There can be no assurance that dividends will be paid in the future or as to the timing of any dividends
that are to be paid in the future.
For information relating to taxes payable on dividends, please refer to the section entitled Taxation of
this Offer Document.

42

SHARE CAPITAL
Our Company (company registration number 201108701K) was incorporated in Singapore on 11 April
2011 under the Companies Act as a private limited company under the name of 800 Super Holdings
Pte. Ltd..
On 16 June 2011, we changed our name to 800 Super Holdings Limited and converted into a public
company.
As at the date of incorporation, our issued and paid-up capital was S$1.00 comprising one Share. As
at the date of the Offer Document, our issued and paid-up capital was S$17,148,200 comprising
145,000,000 Shares.
Pursuant to the extraordinary general meeting of our Shareholders held on 10 June 2011, our
Shareholders approved, inter alia, the following:
(a)

the allotment and issue of 4,999,999 Shares in the share capital of our Company pursuant to the
Restructuring Exercise;

(b)

the sub-division of each Share in the issued and paid-up share capital of our Company into 29
ordinary Shares (the Sub-Division);

(c)

the conversion of our Company into a public company limited by shares and the consequential
change of name to 800 Super Holdings Limited;

(d)

the adoption of a new set of Articles of Association;

(e)

subsequent to the completion of the Sub-Division, the allotment and issue of PPCF Shares to
PPCF in satisfaction of their management fees as the Manager, Sponsor and Placement Agent,
which when allotted or allocated, issued and fully paid, will rank pari passu in all respects with the
existing issued Shares;

(f)

subsequent to the completion of the Sub-Division, the allotment and issue of FSP Shares to Foo
Shiang Ping as part of the consideration for advisory services rendered by SP Corporate Advisory
to our Group in preparing for the Listing, which when allotted or allocated, issued and fully paid,
will rank pari passu in all respects with the existing issued Shares. SP Corporate Advisory is a
sole-proprietorship owned by Foo Shiang Ping;

(g)

subsequent to the completion of the Sub-Division, the allotment and issue of the New Shares
pursuant to the Placement, which when allotted or allocated, issued and fully paid, will rank pari
passu in all respects with the existing issued Shares;

(h)

the approval of the listing and quotation of all the issued Shares (including the Vendor Shares) and
the New Shares to be issued and allotted pursuant to the Placement, the PPCF Shares and the
FSP Shares on Catalist; and

(i)

the authorisation of our Directors, pursuant to Section 161 of the Companies Act, to
(i)

allot and issue Shares whether by way of rights, bonus or otherwise (including Shares as
may be issued pursuant to any Convertible Securities (as defined below) made or granted
by the Directors while this resolution is in force notwithstanding that the authority conferred
by this resolution may have ceased to be in force at the time of issue of such Shares); and/or

(ii)

make or grant offers, agreements or options (collectively, Convertible Securities) that might
or would require Shares to be issued, including but not limited to the creation and issue of
warrants, debentures or other instruments convertible into Shares,

43

SHARE CAPITAL
at any time and upon such terms and conditions and for such purposes and to such persons as
our Directors may in their absolute discretion deem fit, provided that the aggregate number of
Shares issued pursuant to such authority (including Shares to be issued pursuant to any
Convertible Securities but excluding Shares which may be issued pursuant to any adjustments
(Adjustments) effected under any relevant Convertible Securities, which Adjustment shall be
made in compliance with the provisions of the Catalist Rules for the time being in force (unless
such compliance has been waived by the SGX-ST) and the Articles of Association for the time
being of our Company), shall not exceed 100% of the post-Placement issued share capital of our
Company (excluding treasury shares), and provided that the aggregate number of such Shares
to be issued other than on a pro rata basis in pursuance of such authority (including Shares to be
issued pursuant to any Convertible Securities but excluding shares which may be issued pursuant
to any Adjustment effected under any relevant Convertible Securities) to the existing
Shareholders shall not exceed 50% of the post-Placement issued share capital of our Company
(excluding treasury shares), and, unless revoked or varied by our Company in general meeting,
such authority shall continue in force until the conclusion of the next annual general meeting of our
Company or the date by which the next annual general meeting of our Company is required by
law to be held, whichever is the earlier.
As at the date of this Offer Document, there is only one class of shares in the capital of our Company,
being ordinary shares. A summary of the Articles of Association of our Company relating to, amongst
others, the voting rights of our Shareholders is set out under Appendix E of this Offer Document.
There are no founder, management, deferred or unissued Shares reserved for issuance for any
purpose.
No person has been, or is permitted to be, given an option to subscribe for or purchase any securities
of our Company or any of our subsidiaries.
Upon the allotment or allocation and issue of the New Shares which are the subject of the Placement,
the PPCF Shares and the FSP Shares, the resultant issued and paid-up share capital of our Company
will be S$23,565,200 divided into 178,800,000 Shares.
Details of the changes in the issued and paid-up share capital of our Company since our incorporation
and immediately after the Placement are as follows:
Number of issued
Share(s)
Issued and paid-up Share as at incorporation
Issue of Shares pursuant to the Restructuring Exercise

Sub-Division
Issue of PPCF Shares, FSP Shares and New Shares

Issued and paid-up


share capital
(S$)

4,999,999

17,148,199

5,000,000

17,148,200

145,000,000

17,148,200
6,417,000(1)

33,800,000

Post-Placement issued and paid-up share capital

178,800,000

23,565,200

Note:
(1)

This takes into account the capitalisation of estimated listing expenses of approximately S$1.0 million.

44

SHARE CAPITAL
Save as disclosed above, there have been no other changes in the share capital of our Company since
the date of its incorporation, being 11 April 2011.
The shareholders equity of our Company as at incorporation, after the completion of Restructuring
Exercise, and after the issue of the PPCF Shares, the FSP Shares and the New Shares are set forth
below.

As at date of
incorporation

After the
completion
of the
Restructuring
Exercise

Number of issued and paid-up Share(s)

145,000,000

Shareholders equity (S$)

17,148,200

After the issue


of PPCF Shares,
FSP Shares and
New Shares

Note:
(1)

This takes into account the capitalisation of estimated listing expenses of approximately S$1.0 million.

45

178,800,000
23,565,200(1)

SHAREHOLDERS
OWNERSHIP STRUCTURE
Our Shareholders and their respective shareholdings in our Company immediately before and after the
Placement are set out below.
Before the Placement
Direct Interest
Number of
Shares

After the Placement

Deemed Interest

Number of
Shares

5,562,200

3.84

116,000,000

80.00

4,767,600

3.29

116,000,000

Ng Tiak Soon
Lye Hoong Yip
Raymond

Direct Interest

Deemed Interest

Number of
Shares

5,002,200

2.80

116,000,000

64.88

80.00

4,287,600

2.40

116,000,000

64.88

200,000

0.11

1,348,000

0.75

116,000,000

80.00

116,000,000

64.88

Venstar Investments
Ltd.(4)

9,135,000

6.30

9,135,000

5.11

Lee Hock Seong(1)(2)

5,562,200

3.84

116,000,000

80.00

5,002,200

2.80

116,000,000

64.88

1,986,500

1.37

1,786,500

1.00

1,191,900

0.82

1,071,900

0.60

794,600

0.55

714,600

0.40

2,238,000

1.25

32,014,000

17.90

100.0(6)

178,800,000

100.0

Directors
Lee Koh Yong

(1)(2)

Lee Cheng Chye

(1)(2)

Chan Teck Ee Vincent


Foo Shiang Ping

(3)

Number of
Shares

Substantial
Shareholders (other
than Directors)
Yong Seong
Investment Pte. Ltd.(2)

Other Shareholders
Lee Kim Eng(1)
Lee Thiam Seng

(1)

Lee Chuan Heng


PPCF

(5)

Public
Total

(1)

145,000,000

Notes:
(1)

Lee Koh Yong, Lee Cheng Chye, Lee Hock Seong, Lee Kim Eng, Lee Thiam Seng and Lee Chuan Heng are siblings.

(2)

Yong Seong Investment Pte. Ltd. is an investment holding company incorporated in Singapore on 11 April 2011. As at the
date of this Offer Document, the shareholders of Yong Seong Investment Pte. Ltd. are Lee Koh Yong (28%), Lee Cheng
Chye (24%), Lee Hock Seong (28%), Lee Thiam Seng (6%), Lee Kim Eng (10%) and Lee Chuan Heng (4%). Lee Koh Yong,
Lee Cheng Chye and Lee Hock Seong have a deemed interest in the Shares held by Yong Seong Investment Pte. Ltd. in
our Company pursuant to Section 7 of the Companies Act.

(3)

Our Company will issue and allot 1,348,000 FSP Shares to Foo Shiang Ping, representing 0.75% of the post-Placement
issued share capital of the Company, at the Placement Price for each FSP Share which will form part of the consideration
for advisory services rendered by SP Corporate Advisory to our Group in preparing for the Listing. SP Corporate Advisory
is a sole-proprietorship owned by Foo Shiang Ping.

46

SHAREHOLDERS
(4)

Pursuant to a sale and purchase agreement entered into between Venstar Investments Ltd. and the following individuals,
namely Lee Koh Yong, Lee Hock Seong, Lee Cheng Chye, Lee Kim Eng, Lee Thiam Seng and Lee Chuan Heng on 5 April
2011 as supplemented by a supplemental sale and purchase agreement dated 9 June 2011, Venstar Investments Ltd.
agreed to purchase from the aforementioned individuals an aggregate of 315,000 Shares in our Company (which were
issued and allotted to them by our Company as part of our Restructuring Exercise. Please refer to the section entitled
Restructuring Exercise of this Offer Document for more details.) for a consideration of a total sum of S$2.0 million. Venstar
Investments Ltd. (formerly known as Venstar Investments Pte. Ltd.) is a company incorporated in Singapore in 2008. It is
a private equity investment company managed by Venstar Capital Management Pte. Ltd. on a full discretionary basis. The
shareholders of Venstar Investments Ltd. comprise mainly local and foreign high net worth individual investors and
corporate investors. By virtue of its discretionary investment management and advisory powers in Venstar Investments Ltd.
and of section 4 of the SFA, Venstar Capital Management Pte. Ltd. is deemed interested in the Shares held by Venstar
Investments Ltd. Further, the shareholders of Venstar Capital Management Pte. Ltd. are Koh Eng Hong, Ang Kian Heng and
Chua Beng Huat in the proportion of 50%, 25% and 25% respectively. As at the date of this Offer Document, the
shareholders of Venstar Investments Ltd. and Venstar Capital Management Pte. Ltd. are unrelated to any of our Directors
or Substantial Shareholders. By virtue of Section 4 of the SFA, Koh Eng Hong, Ang Kian Heng and Chua Beng Huat are
also deemed interested in the Shares held by Venstar Investments Ltd. in our Company.

(5)

Pursuant to the Management Agreement and as part of PPCFs management fees as the Manager, Sponsor and Placement
Agent, the Company will issue and allot to PPCF 2,238,000 PPCF Shares, representing 1.25% of the post-Placement issued
share capital of the Company, at the Placement Price for each PPCF Share. After the completion of the relevant moratorium
periods as set out in the section entitled Shareholders Moratorium of this Offer Document, PPCF will be disposing its
shareholding interests in our Company at its discretion.

(6)

Figures do not add up due to rounding.

Save as disclosed above and in the sections entitled Shareholders Ownership Structure and
Directors, Management and Staff of this Offer Document, there are no other relationships among our
Directors and Substantial Shareholders.
The Shares held by our Directors and Substantial Shareholders do not have different voting rights from
other Shares of our Company.
Save as disclosed above, our Company is not, whether directly or indirectly, owned or controlled by
another corporation, any government or other natural or legal person whether severally or jointly.
There is no known arrangement, the operation of which may, at a subsequent date, result in a change
in the control of our Company.
SIGNIFICANT CHANGES IN PERCENTAGE OF OWNERSHIP
Save as disclosed in this section and the section entitled Restructuring Exercise of this Offer
Document, there have been no significant changes in percentage of ownership of our Shares since the
incorporation of our Company on 11 April 2011 and until the Latest Practicable Date.

47

SHAREHOLDERS
VENDORS
The Vendors and the number of Vendor Shares they will each offer pursuant to the Placement are set
out below.
Share held immediately
before the Placement

Number of
Shares

% of postPlacement
share
capital

Number of
Shares

% of postPlacement
share
capital

3.84

560,000

0.39

0.31

5,002,200

2.80

5,562,200

3.84

560,000

0.39

0.31

5,002,200

2.80

4,767,600

3.29

480,000

0.33

0.27

4,287,600

2.40

1,986,500

1.37

200,000

0.14

0.11

1,786,500

1.00

1,191,900

0.82

120,000

0.08

0.07

1,071,900

0.60

794,600

0.55

80,000

0.06

0.04

714,600

0.40

Number of
Shares
(2)

5,562,200

Lee Hock Seong(1)

Lee Koh Yong(1)

Lee Cheng Chye(1)


Lee Kim Eng

(2)

(1) (2)

Lee Thiam Seng

(1)

Lee Chuan Heng

(1) (2)

Share held immediately


after the Placement

% of prePlacement
share
capital

% of prePlacement
share
capital

Name

Vendor Shares offered pursuant to


the Placement

Notes:
(1)

Lee Koh Yong, Lee Cheng Chye, Lee Hock Seong, Lee Kim Eng, Lee Thiam Seng and Lee Chuan Heng are siblings.

(2)

Lee Koh Yong and Lee Cheng Chye are our Executive Directors; and Lee Kim Eng and Lee Chuan Heng are our Executive
Officers.

MORATORIUM
To demonstrate their commitment to our Group, our Companys Controlling Shareholders and their
Associates, namely Yong Seong Investment Pte Ltd, Lee Koh Yong, Lee Hock Seong and Lee Cheng
Chye, Lee Kim Eng, Lee Thiam Seng and Lee Chuan Heng, have undertaken not to sell, transfer,
assign, or otherwise dispose of any part of their respective shareholding interests in our Company for
a period of six months from the date of our Companys admission to the Catalist, and for a period of six
months thereafter, not to reduce their interests in our Company to below 50.0% of each of their original
shareholdings.
Lee Koh Yong, Lee Cheng Chye, Lee Hock Seong, Lee Thiam Seng, Lee Kim Eng and Lee Chuan
Heng, being all the shareholders of Yong Seong Investment Pte. Ltd., have undertaken not to sell,
transfer, assign, or otherwise dispose any part of their interests in Yong Seong Investment Pte. Ltd. for
a period of twelve months from the date of our Companys admission to the Catalist.
Venstar Capital Management Pte. Ltd., being the investment manager of Venstar Investments Ltd., has
also undertaken not to sell, transfer, assign, or otherwise dispose of any part of the interests held by
Venstar Investments Ltd. in our Company for a period of six months from the date of our Companys
admission to the Catalist, and for a period of six months thereafter, not to reduce its interests in our
Company to below 50.0% of its original shareholdings.
Others
Pursuant to the Management Agreement and as part of PPCFs fees as the Manager, Sponsor and
Placement Agent, our Company will issue and allot to PPCF 2,238,000 PPCF Shares representing
1.25% of the post-Placement issued share capital of the Company at the Placement Price for each
PPCF Share.

48

SHAREHOLDERS
PPCF has undertaken not to sell, transfer or otherwise dispose of any part of its shareholding interests
in our Company for a period of six months after the date of our Companys admission to the Catalist
and for a period of six months thereafter, not to reduce its interests in our Company to below 50.0% of
its original shareholdings in our Company. Upon completion of the aforesaid moratorium periods, PPCF
will be disposing of its shareholding interests in our Company at its discretion.
Our Company will issue and allot 1,348,000 FSP Shares to Foo Shiang Ping, representing 0.75% of the
post-Placement issued share capital of the Company, at the Placement Price for each FSP Share which
will form part of the consideration for advisory services rendered by SP Corporate Advisory to our
Group in preparing for the Listing. SP Corporate Advisory is a sole-proprietorship owned by Foo Shiang
Ping.
Foo Shiang Ping has undertaken not to sell, transfer or otherwise dispose of any part of his
shareholding interests in our Company for a period of six months from the date of our Companys
admission to the Catalist, and for a period of six months thereafter, not to reduce his interests in our
Company to below 50.0% of his original shareholding.

49

DILUTION
Dilution is the amount by which the Placement Price paid by the purchasers and/or subscribers of the
Placement Shares in the Placement exceeds our NTA per Share after the Placement. Our Pro Forma
NTA per Share based on the unaudited pro forma balance sheet of our Group as at 31 December 2010
(Pro Forma NTA) after adjusting for the Restructuring Exercise but before adjusting for the estimated
net proceeds from the Placement and based on the pre-Placement share capital of 145,000,000
Shares was 11.8 cents.
Based on the issue of 30,214,000 New Shares at the Placement Price, pursuant to the Placement and
after deducting estimated listing expenses, our Pro Forma NTA per Share based on the post-Placement
share capital of 178,800,000 Shares would have been 12.5 cents. This represents an immediate
increase of 0.7 cents to the Pro Forma NTA per Share to our existing Shareholders and an immediate
dilution in the Pro Forma NTA per Share of 9.5 cents to our new investors.
The following table illustrates the dilution per Share:
Cents
Placement Price per Share

22.0

Pro Forma NTA per Share based on the pre-Placement share capital of
145,000,000 Shares

11.8

Increase or (decrease) in Pro Forma NTA per Share attributable to our existing
Shareholders based on the post-Placement share capital of 178,800,000 Shares
Pro Forma NTA per Share after the Placement of 30,214,000 New Shares and based
on the post-Placement share capital of 178,800,000 Shares
Dilution in Pro Forma NTA per Share to new public investors
Dilution in Pro Forma NTA per Share to new public investors (%)

50

0.7
12.5

9.5
43.2

DILUTION
The following table summarises the total number of Shares issued by us to our existing Shareholders
as at the date of this Offer Document, the consideration paid by each of them and the average effective
cost per share to be paid by new public investors who purchase and/or subscribe for the Placement
Shares at the Placement Price pursuant to the Placement:

Total
Consideration
(S$)

Total Number of
Shares

Average
effective cost
per Share
(cents)

3,248,000

116,000,000

2.8

229,600

8,120,000

2.8

Lee Koh Yong

229,600

8,120,000

2.8

Lee Cheng Chye

196,800

6,960,000

2.8

Foo Shiang Ping(1)

296,560

1,348,000

22.0

44,000

200,000

22.0

Lee Kim Eng

82,000

2,900,000

2.8

Lee Thiam Seng

49,000

1,740,000

2.8

Lee Chuan Heng

32,800

1,160,000

2.8

2,000,000

9,135,000

21.9

492,360

2,238,000

22.0

7,087,080

32,214,000

22.0

Controlling Shareholders (other than Directors)


Yong Seong Investment Pte. Ltd.
Lee Hock Seong
Directors

Chan Teck Ee Vincent


Others

Venstar Investments Ltd.


PPCF

(2)

New Public Investors


Notes:
(1)

Our Company will issue and allot 1,348,000 FSP Shares to Foo Shiang Ping, representing 0.75% of the post-Placement
issued share capital of the Company, at the Placement Price for each FSP Share which will form part of the consideration
for advisory services rendered by SP Corporate Advisory to our Group in preparing for the Listing. SP Corporate Advisory
is a sole-proprietorship owned by Foo Shiang Ping.

(2)

Pursuant to the Management Agreement and as part of PPCFs management fees as the Manager, Sponsor and Placement
Agent, the Company will issue and allot to PPCF 2,238,000 PPCF Shares, representing 1.25% of the post-Placement issued
share capital of the Company, at the Placement Price for each PPCF Share. After the completion of the relevant moratorium
periods as set out in the section entitled Shareholders Moratorium of this Offer Document, PPCF will be disposing of
its shareholding interests in our Company at its discretion.

51

GROUP STRUCTURE
Our Group structure after the Restructuring Exercise and as at the date of this Offer Document is as
follows:

Company

100%

100%

100%

YS Yong

800 Super

100%

Green Recycling

800 Landscape

The details of our Subsidiaries after the Restructuring Exercise and as at the date of this Offer
Document are as follows:

Name of company

Date and place


of incorporation

Effective equity
held by our
Company

Principal business

800 Super Waste


Management
Pte Ltd

4 June 1986
Singapore

Provision of refuse disposal services, contract


cleaning
and
conservancy
services,
landscaping services, grass-cutting services,
and pest control services

100%

YS Yong
Services Pte Ltd

28 July 1994
Singapore

Provision
of
contract
cleaning
and
conservancy services, grass-cutting services,
landscaping services, pest control services
and maintenance services

100%

General contractors (building construction


including major upgrading works)
Green Recycling
Pte. Ltd.

2 July 2002
Singapore

Manufacturing, packaging and processing of


plastics and wood material
Manufacturing and fabricating
equipment and containers

800 Landscape
Pte. Ltd.

21 October 2009
Singapore

of

100%

refuse

Provision of landscape care and maintenance


services, contract cleaning and conservancy
services and pest control services

100%

None of our Subsidiaries are listed on any stock exchange. We do not have any Associated
Companies.

52

SELECTED COMBINED FINANCIAL INFORMATION


The following discussion of our business, financial condition and results of operations for 800 Super
Holdings Limited should be read in conjunction with the Independent Auditors Report on the Audited
Combined Financial Statements of 800 Super Holdings Limited for the Financial Years Ended 30 June
2008, 2009 and 2010 and the Independent Auditors Review Report on the Unaudited Combined
Financial Statements for the Six-Month Period Ended 31 December 2010 as set out in Appendices A
and B of this Offer Document and the related notes elsewhere in the Offer Document.
A summary of the financial information of our Group in respect of FY2008, FY2009, FY2010 and
HY2011 is set out below:
OPERATING RESULTS OF OUR GROUP

FY2008

Audited
FY2009

Unaudited
HY2010
HY2011

FY2010

55,355

60,837

69,580

34,002

37,322

298

173

(S$000)
Revenue
Other income
Other losses
Purchase of supplies and disposal
charges

345

416

215

(12)

(22)

(22)

(22,348)

(22,276)

(22,928)

(11,298)

(12,346)

Sub-contractor charges

(3,064)

(4,174)

(5,698)

(3,194)

(1,943)

Depreciation of property, plant and


equipment

(1,370)

(2,242)

(2,796)

(1,345)

(1,442)

Other expenses

(5,260)

(5,976)

(7,128)

(3,692)

(4,633)

(21,065)

(22,308)

(25,049)

(11,426)

(14,562)

(198)

(228)

(401)

(193)

(235)

Employee benefits expense


Finance expenses
Profit before income tax(1)
Income tax expense

2,348

3,966

(192)

Net profit(1)

(521)

2,156

3,445

5,974
(769)

3,047
(439)

2,334
(369)

5,205

2,608

1,965

Other comprehensive (loss)/income:


Financial assets, available-for-sale
Fair value (losses)/gains

(97)

(10)

17

10

16

Other comprehensive (loss)/income,


net of tax

(97)

(10)

17

10

16

Total comprehensive income


EPS (cents)(2)
Adjusted EPS (cents)(1)

(3)

2,059

3,435

5,222

2,618

1,981

1.49

2.38

3.59

1.80

1.36

1.21

1.93

2.91

1.46

1.10

Notes:
*

Negligible

(1)

Had the Service Agreements (set out in the section entitled Directors, Management and Staff Service Agreements of
this Offer Document) been in place since 1 July 2009, our combined profit before income tax, net profit and EPS computed
based on our post-Placement share capital of 178,800,000 Shares for FY2010 would have been approximately S$5.2
million, S$4.6 million and 2.57 cents respectively.

(2)

For comparative purposes, the EPS for the Period Under Review have been computed based on the net profit of the
Company and the pre-Placement share capital of 145,000,000 Shares.

(3)

For comparative purposes, the adjusted EPS for the Period Under Review have been computed based on the net profit of
the Company and the post-Placement share capital of 178,800,000 Shares.

53

SELECTED COMBINED FINANCIAL INFORMATION


COMBINED BALANCE SHEETS OF OUR GROUP
Audited as at
30 June 2010

Unaudited as at
31 December 2010

2,698

4,240

13,946

13,774

1,333

1,069

17,977

19,083

17,214

17,092

65

81

17,279

17,173

35,256

36,256

Trade and other payables

8,380

6,844

Borrowings

2,612

2,637

982

641

11,974

10,122

5,255

6,127

879

879

6,134

7,006

Total Liabilities

18,108

17,128

Net Assets

17,148

19,128

4,100

4,100

(S$000)
Current Assets
Cash and bank balances
Trade and other receivables
Other current assets

Non-Current Assets
Property, plant and equipment
Financial assets, available-for-sale

Total Assets
Current Liabilities

Current income tax liabilities

Non-current Liabilities
Borrowings
Deferred income tax liabilities

Share capital
Fair value reserve

(44)

(28)

Retained profits

13,092

15,056

Total Equity

17,148

19,128

11.83

13.19

NTA per Share (Cents)(1)


Note:
(1)

NTA per Share is computed based on the net tangible asset value and our pre-Placement share capital of 145,000,000
Shares.

54

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF


OPERATIONS AND FINANCIAL POSITION
The following discussion of our results of operations and financial position has been prepared by our
management and should be read in conjunction with the Independent Auditors Report on the Audited
Combined Financial Statements of 800 Super Holdings Limited for the Financial Years Ended 30 June
2008, 2009 and 2010 and the Independent Auditors Review Report on the Unaudited Combined
Financial Statements for the Six-Month Period Ended 31 December 2010 as set out in Appendices A
and B of this Offer Document and the related notes elsewhere in the Offer Document. This discussion
contains forward-looking statements that involve risks and uncertainties. Our actual results may differ
significantly from those projected in the forward-looking statements. Factors that might cause future
results to differ significantly from those projected in the forward-looking statements include, but are not
limited to, those discussed below and elsewhere in this Offer Document, particularly in the section
entitled Risk Factors of this Offer Document. Under no circumstances should the inclusion of such
forward-looking statements herein be regarded as a representation, warranty or prediction with respect
to the accuracy of the underlying assumptions by our Company, the Manager, Sponsor and Placement
Agent, or any other person. Investors are cautioned not to place undue reliance on these forwardlooking statements that speak only as of the date hereof. Please refer to the section entitled
Cautionary Note on Forward-Looking Statements of this Offer Document.
Except as otherwise indicated, the following discussion is based on our audited combined financial
statements, which have been prepared in accordance with the Singapore Financial Reporting
Standards.
OVERVIEW
Revenue
We are principally engaged in the provision of a comprehensive range of waste management, cleaning,
recycling and horticultural services.
Revenue is recognised when services are performed according to contract agreements, and comprises
the fair value of the consideration received or receivable for rendering of services in the ordinary course
of the Groups activities.
Historically, the growth in revenue has been driven by the increase in the number of contracts
undertaken with a large number of government agencies, town councils and various industrial and
commercial customers.
Our revenue amounted to approximately S$55.4 million, S$60.8 million S$69.6 million and S$37.3
million for FY2008, FY2009, FY2010 and HY2011 respectively. Our revenue may be affected by, inter
alia, the following factors:

loss of qualification status or licences preventing us from tendering government contracts

government rules and regulations

our ability to secure contracts

increasing competition

the ability of our Group to recruit and retain personnel to provide quality services to meet the
demands of our customers

Please refer to the section entitled Risk Factors of this Offer Document for other factors which may
affect our revenue.
55

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF


OPERATIONS AND FINANCIAL POSITION
Other income
Other income comprises mainly of Skills Development Grant, gains on disposal of property, plant and
equipment, income from late payment charges as well as interest income. Other income accounted for
0.5%, 0.6%, 0.6% and 0.5% of our total revenue for FY2008, FY2009, FY2010 and HY2011
respectively.
Purchase of supplies and disposal charges
Purchase of supplies pertains to expenses incurred in the purchase of fuel and materials such as
garbage bags, recycling bags, cleaning detergents, toiletries, bins, etc. Disposal charges relate to
disposal fee paid for the waste disposed at the incinerator plants in Senoko, Tuas and Tuas South, as
well as non-incinerable waste that is channelled to the offshore landfill at Pulau Semakau through the
Tuas Marine Transfer Station. The Group also engages other commercial disposal companies for the
disposal of specific waste materials such as wood waste, horticulture waste, tyre waste, etc.
Cost incurred for the purchase of supplies and disposal charges represented 40.4%, 36.6%, 33.0% and
33.1% of our total revenue for FY2008, FY2009, FY2010 and HY2011 respectively.
Sub-contractor charges
Sub-contractor charges comprise costs incurred in engaging contractors to perform billing and
collections for our waste collection projects, as well as for cleaning or installation works for some of the
cleaning contracts undertaken by the Group. Sub-contractor charges represented 5.5%, 6.9%, 8.2%
and 5.2% of our total revenue for FY2008, FY2009, FY2010 and HY2011 respectively.
Depreciation of property, plant and equipment
Depreciation of property, plant and equipment refers to depreciation of leasehold buildings, motor
vehicles, bin and containers, machinery, boat, office equipment, computers, furniture and fittings as well
as renovation. Depreciation of property, plant and equipment charges represented 2.5%, 3.7%, 4.0%
and 3.9% of our total revenue for FY2008, FY2009, FY2010 and HY2011 respectively.
Other expenses
Other expenses consist primarily of maintenance cost for the upkeep of motor vehicles, laundry
expenses, workers accommodation expenses, staff training, rental expenses and professional and
consultancy fees. Other expenses represented 9.5%, 9.8%, 10.2% and 12.4% of our total revenue for
FY2008, FY2009, FY2010 and HY2011 respectively.
Employee benefits expense
Employee benefits expense comprise salaries, wages and bonuses paid to our staff, contributions to
the CPF, staff benefits, foreign worker levy, skill development levy and offset by grant received from the
government under the Jobs Credit Scheme. Employee benefits expense represented 38.1%, 36.7%,
36.0% and 39.0% of our total revenue for FY2008, FY2009, FY2010 and HY2011 respectively.

56

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF


OPERATIONS AND FINANCIAL POSITION
Finance expenses
Finance expenses consist of interest expense on bank borrowings and finance lease liabilities. The
finance expenses accounted for 0.4%, 0.4%, 0.6% and 0.6% of our total revenue for FY2008, FY2009,
FY2010 and HY2011 respectively.
Income tax expense
Our overall effective tax rate was 8.2%, 13.1%, 12.9% and 15.8% for FY2008, FY2009, FY2010 and
HY2011 respectively. The Singapore statutory tax rates for FY2008 was 18%, and 17% for FY2009,
FY2010 and FY2011. Our effective tax rates for FY2008, FY2009 and FY2010 were lower than the
Singapore statutory corporate tax rates due mainly to deferred tax assets not previously recognised for
FY2008, and non-taxable income as well as Singapore statutory stepped income exemption for
FY2008, FY2009, FY2010 and FY2011.
RESULTS OF OPERATIONS
This analysis should be read in conjunction with the Independent Auditors Report on the Audited
Combined Financial Statements of 800 Super Holdings Limited for the Financial Years Ended 30 June
2008, 2009 and 2010 and the Independent Auditors Review Report on the Unaudited Combined
Financial Statements for the Six-Month Period Ended 31 December 2010 as set out in Appendices A
and B of this Offer Document and the related notes elsewhere in the Offer Document.
The Group operates predominantly in only one business segment, which is the environmental service
segment. Accordingly, no segmental information is presented based on business segment.
No segmental information by geographical location is presented as all our revenue in FY2008, FY2009,
FY2010 and HY2011 was derived in Singapore.
The subsidiaries of the Company, namely YS Yong and 800 Super Waste, had on 15 April 2011
declared and distributed dividends of an aggregate of S$2.0 million. As such, unaudited pro forma
combined financial information have been prepared to reflect the declaration and distribution of such
dividends as at 30 June 2010 and 31 December 2010. For more information, please refer to
Appendices C and D Independent Auditors Report on the Unaudited Pro Forma Combined
Financial Information for the Financial Year Ended 30 June 2010 and Independent Auditors Report
on the Unaudited Pro Forma Combined Financial Information for the Six-Month Period Ended 31
December 2010 of the Offer Document.
REVIEW OF PAST PERFORMANCE
FY2008 vs FY2009
Revenue
Our total revenue increased by S$5.4 million or 9.7% from S$55.4 million in FY2008 to S$60.8 million
in FY2009. The increase in revenue was due in part to our ability to maintain price competitiveness in
order to retain the existing customer base as well as to secure new accounts.

57

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF


OPERATIONS AND FINANCIAL POSITION
A number of contracts that had been awarded to the Group contributed to the strong revenue growth.
These included the provision of refuse disposal, cleaning and washing to residential and ancillary
buildings to Nanyang Technological University, the provision of conservancy and cleaning services for
the Pasir Ris Punggol Town Council, the transportation of sludge for the PUB, the provision of
cleaning, conservancy, refuse disposal and landscaping services to United Premas Limited (now
known as UGL Services Premas Operations Limited), the provision of cleaning, pest control and
horticultural service for the Singapore Police Force, the provision of horticultural services for Raffles
Junior College and Raffles Institution, grass-cutting and maintenance of landscape and plants at Pulau
Seraya for Power Seraya Limited, as well as the maintenance of landscape and turfing at Tuas Power
Station.
Other income
Other income increased by approximately S$47,000 or 15.8% in FY2009 due mainly to increases in the
gain on disposal of motor vehicles and machinery of S$38,000, as well as Skills Development Grant
income of S$7,000.
Purchase of supplies and disposal charges
Our costs incurred on the purchase of supplies and disposal charges decreased by S$72,000 or 0.3%
from S$22.4 million in FY2008 to S$22.3 million in FY2009. The decrease was mainly a result of a
reduction in the average price of fuel consumed amounting to S$285,000 and lesser cost of supplies
of S$21,000. The cost decrease was offset by an increase in disposal charges of S$234,000 as a result
of volume increases in the amount of waste disposed.
Sub-contractor charges
The increase in sub-contractor charges by S$1.1 million or 35.5% from S$3.1 million in FY2008 to
S$4.2 million in FY2009 was a result of new cleaning and waste disposal contracts secured during the
year.
Depreciation of property, plant and equipment
Depreciation of property, plant and equipment increased by S$0.9 million or 64.3%. This was due
mainly to a change in the estimation of the useful life of property, plant and equipment in FY2009
reducing from 10 years to 5 years on average for bins, and from 10 years to a range of 3 to 5 years for
machinery, resulting in an increase in the depreciation of bins and containers of S$0.5 million, as well
as machinery of S$0.1 million.
Other expenses
Other expenses increased by S$0.7 million or 13.2% from S$5.3 million in FY2008 to S$6.0 million in
FY2009. The increase in other operating expenses was due mainly to the increase in expenses
incurred on workers accommodation of S$217,000, the increase in laundry expenses of S$168,000, an
increase of S$150,000 for the upkeep of motor vehicles, the increase in staff training cost of S$105,000,
as well as an increase of S$77,000 in building maintenance cost.

58

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF


OPERATIONS AND FINANCIAL POSITION
Employee benefits expense
Our employee benefits expenses increased by S$1.2 million or 5.7% from S$21.1 million in FY2008 to
S$22.3 million in FY2009. The increase in employee benefits expenses was due primarily to higher
salaries, wages and bonuses of S$1.9 million and foreign worker levy of S$0.1 million, which were
associated with an increase in headcount driven by an increase in the size of our service teams in order
to cater to the new projects clinched. The higher employee benefits expense was cushioned by S$0.8
million from the governments grant under the Jobs Credit Scheme.
Finance expenses
Finance expenses increased by S$30,000 or 15.2% from S$198,000 in FY2008 to S$228,000 in
FY2009 due mainly to interest incurred on additional bank borrowings to finance the acquisition of our
property at 17A Senoko Way.
Profit before income tax
As a result of the foregoing, our profit before income tax increased by approximately S$1.7 million or
73.9% from S$2.3 million in FY2008 to S$4.0 million in FY2009.
FY2009 vs FY2010
Revenue
Our total revenue increased by S$8.8 million or 14.5% from S$60.8 million in FY2009 to S$69.6 million
in FY2010.
The increase in revenue derived was mainly attributable to several new contracts awarded. These
included amongst others, revenue earned from the street cleansing contract awarded by NEA to the
Group for street cleansing activities in the North-eastern sector of Singapore, service fee for the
transportation of sludge for PUB, the removal of grit, screenings, flotsam and general cleaning at
various installations of the PUB, the provisions of cleaning services for MHAs properties, the provision
of horticultural services for MHAs properties, the provision of landscape maintenance services to
various properties under the JTC.
Other income
Other income increased by S$71,000 or 20.6% in FY2010 mainly due to an increase in the Skills
Development Grant of S$104,000 and interest income of S$11,000. These were offset by the absence
of a gain in the disposal of property, plant and equipment amounting to S$41,000 in FY2009.
Purchase of supplies and disposal charges
Purchase of supplies and disposal charges incurred increased by S$0.6 million or 2.7% from S$22.3
million in FY2009 to S$22.9 million in FY2010. The increase came on the back of higher disposal
charges of S$0.5 million, in line with the increased volume of waste disposed at the incinerator plants.
The increase was also contributed in part by an increase in the volume of fuel consumed resulting in
an increase in the cost of fuel by S$0.3 million. The increases were offset by lower supplies cost of
S$0.2 million.
59

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF


OPERATIONS AND FINANCIAL POSITION
Sub-contractor charges
Sub-contractor charges increased by S$1.5 million or 35.7% from S$4.2 million in FY2009 to S$5.7
million in FY2010 due largely to the need to supplement our Groups operational capacity in order to
support the expansion of our business.
Depreciation of property, plant and equipment
Depreciation of property, plant and equipment increased by S$0.6 million or 27.3% as a result of
additional capital expenditure on motor vehicles and machinery to support major contracts awarded in
FY2010.
Other expenses
Other expenses increased by S$1.1 million or 18.3% from S$6.0 million in FY2009 to S$7.1 million in
FY2010. The increase in other expenses was due mainly to the increase in expenses incurred for the
repairs and maintenance of buildings, motor vehicles and machinery amounting to S$0.5 million, the
increase in laundry expenses of S$0.2 million, increase in rental expense of S$0.2 million and the
increase in other operating expenses of S$0.2 million.
Employee benefits expense
Our employee benefits expense increased by S$2.7 million or 12.1% from S$22.3 million in FY2009 to
S$25.0 million in FY2010. The increase was due mainly to additional costs incurred on salaries, wages,
bonuses and allowances of S$2.6 million, increased contributions to the CPF for S$0.2 million, as well
as an increase in foreign worker wages and levies of S$0.3 million, in line with the increase in
headcount recruited to cope with the new projects clinched by our Group. The increase in costs was
partially offset by an increase of S$0.4 million in grants received from the government under the Jobs
Credit Scheme.
Finance expenses
Finance expenses increased by S$173,000 or 75.9% from S$228,000 in FY2009 to S$401,000 in
FY2010 as a result of an increase in bank borrowings and finance lease liabilities to finance our
acquisition of a leasehold building at 2 Loyang Walk, and motor vehicles and machinery to support the
expansion of the Groups operations.
Profit before income tax
As a result of the foregoing, our profit before income tax increased by S$2.0 million or 50.0% from
S$4.0 million in FY2009 to S$6.0 million in FY2010.
HY2010 vs HY2011
Revenue
Our total revenue increased by S$3.3 million or 9.7% from S$34.0 million in HY2010 to S$37.3 million
in HY2011.

60

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF


OPERATIONS AND FINANCIAL POSITION
This arose in part from several new projects that commenced in HY2011 including cleaning and
conservancy works for Jurong Town Council, the provision of general refuse services for certain of
MapleTree Logistics Trusts properties, the provision of cleaning services for Mapletree Facilities
Services Pte Ltd, the provision of pest control, horticultural and cleaning services for the Central
Narcotics Bureau, landscaping, turfing and planting works for various commercial customers.
In addition, the performance of services was for a full six months period in HY2011 as compared to
HY2010 for various projects, which contributed to the increase in revenue. These projects include
amongst others, the provision of cleaning, waste disposal and supply of labour for Ngee Ann
Polytechnic, the provision of cleaning, conservancy, refuse disposal, landscaping, pest control, sanitary
and plumbing service to United Premas Limited (now known as UGL Services Premas Operations
Limited)s properties, the cleaning of buildings and compound and containerised refuse removal
services for Changi Airport Group (Singapore) Pte Ltd.
Other income
Other income decreased by S$42,000 or 19.5% in HY2011 mainly due to a reduction in the Skills
Development Grant from HY2010 of S$82,000 and interest income of S$8,400, offset against an
increase in miscellaneous income of S$51,000.
Purchase of supplies and disposal charges
Purchase of supplies and disposal charges incurred increased by S$1.0 million or 8.8% from S$11.3
million in HY2010 to S$12.3 million in HY2011. The increase was due mainly to an increase in disposal
charges of S$0.9 million, driven by an increase in the volume of waste disposed and an increase in fuel
price.
Sub-contractor charges
Sub-contractor charges decreased by S$1.3 million or 40.6% from S$3.2 million in HY2010 to S$1.9
million in HY2011, as a result of less reliance on sub-contractors to support the Groups operations.
Depreciation of property, plant and equipment
Depreciation of property, plant and equipment increased by S$97,000 or 7.7% from S$1.3 million in
HY2010 to S$1.4 million in HY2011, due mainly to additional depreciation charge for capital
expenditure on leasehold building and motor vehicles.
Other expenses
Other expenses increased by S$0.9 million or 24.3% from S$3.7 million in HY2010 to S$4.6 million in
HY2011. The increase in other expenses was due mainly to an increase in expenses incurred for the
upkeep of leasehold buildings of S$120,000, rental of equipment and machinery of S$117,000,
advertising expenses of S$122,000, and professional and consultancy fees of S$69,000.

61

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF


OPERATIONS AND FINANCIAL POSITION
Employee benefits expense
Our employee benefits expense increased by S$3.2 million or 28.1% from S$11.4 million in HY2010 to
S$14.6 million in HY2011. The increase was due mainly to additional costs incurred on salaries, wages,
bonuses and allowances of S$2.2 million arising from increment in staff salaries and headcount
increases to cope with projects. The average monthly headcount for the six months period from 1 July
2010 to 31 December 2010 increased to approximately 2,541, as compared to approximately 2,347
over the corresponding period in HY2010. The absence of grant received from the Jobs Credit Scheme
of S$0.8 million, an increase in foreign worker levy of S$0.2 million, as well as increases in CPF
contribution and directors remuneration of S$0.2 million in aggregate, contributed further to the
increase.
Finance expenses
Finance expenses increased by S$42,000 or 21.8% from S$193,000 in HY2010 to S$235,000 in
HY2011, mainly due to interest incurred on a term loan for the purchase of leasehold building at 2
Loyang Walk.
Profit before income tax
Our profit before income tax decreased by S$0.7 million or 23.3% from S$3.0 million in HY2010 to
S$2.3 million in HY2011 mainly due to an increase in our employee benefits expenses in HY2011.
REVIEW OF FINANCIAL POSITION
Non-current assets
Our non-current assets comprise mainly of property, plant and equipment. As at 30 June 2010, our
non-current assets amounted to S$17.3 million or 49.0% of our total assets. The amount of non-current
assets as at 31 December 2010 amounted to S$17.2 million or 47.4% of our total assets.
Property, plant and equipment as at 31 December 2010 comprise mainly of S$8.4 million of motor
vehicles, S$5.2 million of leasehold buildings, S$1.7 million of bins and containers, S$1.5 million of
machinery, S$41,000 of working boat, S$94,000 of office equipments, S$38,000 of computers and
S$84,000 of furniture and fittings.
Other non-current assets include available-for-sale investments which amounted to S$65,000 and
S$81,000 as of 30 June 2010 and 31 December 2010 respectively.
Save as disclosed above, there was no significant fluctuation in our non-current assets position
between 30 June 2010 and 31 December 2010.
Current assets
Our current assets comprise cash and bank balances, trade and other receivables and other current
assets. As at 30 June 2010, current assets amounted to S$18.0 million or 51.0% of our total assets. The
amount of current assets as at 31 December 2010 amounted to S$19.1 million and accounted for
approximately 52.6% of our total assets.

62

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF


OPERATIONS AND FINANCIAL POSITION
Current assets increased by approximately S$1.1 million mainly due to an increase in cash and bank
balances of S$1.5 million, offset against a decrease in other current assets of S$0.3 million as well as
a decrease in trade and other receivables of S$0.1 million.
Cash and bank balances amounted to S$2.7 million and S$4.2 million as at 30 June 2010 and 31
December 2010 respectively, and accounted for 15.0% and 22.0% of our current assets as at the
respective balance sheet dates. The increase in our cash and bank balances of S$1.5 million was due
mainly to our ability to generate cash from operations.
Trade and other receivables amounted to S$13.9 million and S$13.8 million as at 30 June 2010 and 31
December 2010 respectively, and accounted for 77.2% and 72.3% of our current assets as of the
respective balance sheet dates.
Other current assets amounted to S$1.3 million and approximately S$1.1 million as at 30 June 2010
and 31 December 2010 respectively, and accounted for 7.2% and 5.8% of our current assets as of the
respective balance sheet dates. Other current assets comprise deposits and prepayments as well as
prepaid professional fees in connection with the Placement.
Non-current liabilities
Our non-current liabilities comprise borrowings and deferred income tax liabilities. Non-current
liabilities amounted to S$6.1 million and S$7.0 million as at 30 June 2010 and 31 December 2010
respectively, and accounted for 33.7% and 40.9% of our total liabilities as at the respective balance
sheet dates.
As at 31 December 2010, our non-current liabilities comprise S$5.2 million of bank borrowings, S$0.9
million of finance lease liabilities and S$0.9 million of deferred tax liabilities. Non-current liabilities
increased by S$0.9 million as a result of an increase in borrowings and finance lease liabilities to
finance the Groups acquisition of property, plant and equipment and for working capital purposes.
Current liabilities
Our current liabilities comprise trade and other payables, borrowings and income tax liabilities. Our
current liabilities amounted to S$12.0 million and S$10.1 million as at 30 June 2010 and 31 December
2010 respectively, and accounted for 66.3% and 59.1% of our total liabilities as of the respective
balance sheet dates.
Trade and other payables amounted to S$8.4 million and S$6.8 million as at 30 June 2010 and 31
December 2010, and accounted for 70.0% and 67.3% of our current liabilities as at the respective
balance sheet dates. The decrease in current liabilities were due mainly to a decrease in trade payables
of S$0.5 million and repayment of S$0.9 million amount outstanding to directors for cash loans and
advances provided for working capital purposes. These loans were unsecured, interest free, repayable
in cash on demand and were fully settled as at 31 March 2011.
The current portion of our borrowings amounted to S$2.6 million and S$2.6 million as at 30 June 2010
and 31 December 2010 respectively, and accounted for 21.7% and 25.7% of our current liabilities as
of the respective balance sheet dates.

63

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF


OPERATIONS AND FINANCIAL POSITION
Our income tax payable amounted to approximately S$1.0 million and S$0.6 million as at 30 June 2010
and 31 December 2010, which represented 8.3% and 5.9% of our current liabilities as at the respective
balance sheet dates. The decrease in income tax payable of S$0.4 million was due primarily to tax
payment of S$0.7 million, offset against tax expense of S$0.3 million.
Shareholders equity
Our shareholders equity comprises mainly of share capital and retained earnings. As at 30 June 2010
and 31 December 2010, our shareholders equity amounted to S$17.1 million and S$19.1 million
respectively. The increase in shareholders equity of S$2.0 million was due to the increase in our
retained earnings.
LIQUIDITY AND CAPITAL RESOURCES
Our growth and operations have been funded through both internal and external sources of funds.
Internal sources of funds refer to cash generated from the Groups operating activities. External
sources of funds comprise mainly capital investment from shareholders and borrowings from financial
institutions. The principal uses of these cash sources are mainly for capital expenditures, working
capital requirements, operating expenses, repayment of financial lease liabilities and bank borrowings.
As at 31 December 2010, our gearing ratio (defined as total liabilities less cash and bank balances and
income tax liabilities (Net Debt) divided by shareholders equity plus Net Debt) was approximately 0.4
times while our current ratio was 1.9 times. We have been able to service our debt payments on a timely
basis, and our interest coverage ratio (defined as profit from operations divided by finance costs) was
10.9 times. As at the Latest Practicable Date, we had total banking facilities of approximately S$17.4
million, of which approximately S$12.3 million was utilised. Please refer to the section of this Offer
Document entitled Capitalisation and Indebtedness for further information.
As at 31 December 2010, cash and bank balances amounted to S$4.2 million. On 15 April 2011, the
Subsidiaries of our Company, namely YS Yong and 800 Super declared and distributed dividends of an
aggregate amount of S$2.0 million. As at the Latest Practicable Date, our Group had cash and bank
balances of approximately S$1.6 million.
Our Directors are of the reasonable opinion that, after having made due and careful inquiry and after
taking into account the cash flows generated from our operations, together with our existing cash and
bank balances and our external bank facilities, the working capital available to our Group as at the date
of lodgement of this Offer Document is sufficient for present requirements and for at least 12 months
after the listing of our Company on the Catalist.
Our Manager and Sponsor is of the reasonable opinion that, after having made due and careful inquiry
and after taking into account the cash flows generated from our operations, together with our existing
cash and bank balances and our external banking facilities, the working capital available to our Group
as at the date of lodgement of this Offer Document is sufficient for present requirements and for at least
12 months after the listing of our Company on the Catalist.
The following table sets out a summary of our Groups cash flow for the financial years ended 2008,
2009 and 2010 and six-month period ended 31 December 2010.

64

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF


OPERATIONS AND FINANCIAL POSITION
(S$000)
Net cash provided by operating activities
Net cash used in investing activities
Net cash (used in)/provided by financing activities

FY2008

FY2009

FY2010

HY2011

3,958

5,507

5,857

1,961

(811)

(3,369)

(6,825)

(982)

(2,939)

(66)

1,286

563

Net increase in cash and bank balances at the end of the


year/ period

208

2,072

318

1,542

Cash and bank balances at the beginning of the year/ period

100

308

2,380

2,698

Cash and bank balances at the end of the year/ period

308

2,380

2,698

4,240

FY2008
In FY2008, we recorded a net cash inflow from operating activities of S$4.0 million which comprised
mainly cash generated from operating activities before working capital changes of S$3.9 million and
working capital inflow of S$0.3 million, offset by interest payments of S$0.2 million and tax payments
of S$50,000.
The net working capital inflow was attributable to a decrease in trade and other receivables of S$0.9
million, offset by a decrease in trade and other payables of S$0.5 million and an increase in other
current assets of S$20,000.
Net cash used in investing activities amounted to S$0.8 million. This was mainly attributable to the
purchase of property, plant and equipment of S$0.9 million and offset mainly by proceeds from the
disposal of property, plant and equipment of S$0.1 million.
Net cash used in financing activities amounted to S$2.9 million due mainly to repayments of finance
lease liabilities and borrowings of S$1.7 million and S$1.4 million respectively. This was offset by
proceeds from the issuance of shares of S$0.2 million.
As at the end of FY2008, our Groups cash and bank balances stood at S$0.3 million.
FY2009
Net cash inflow from operating activities amounted to S$5.5 million in FY2009. This comprised of
mainly cash generated from operations before working capital changes of S$6.4 million, working capital
outflow of S$0.6 million, interest payments of S$0.2 million and tax payments of S$31,000.
The net working capital outflow was mainly due to the increase in other current assets of S$0.8 million,
the decrease in trade and other receivables of S$0.1 million and the increase in trade and other
payables by S$15,000.
Net cash outflow used in investing activities was S$3.4 million, attributable mainly to the purchase of
motor vehicles and leasehold building.

65

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF


OPERATIONS AND FINANCIAL POSITION
Net cash flow used in financing activities amounted to S$66,000. This arose from the repayment of
finance lease liabilities and borrowings of S$2.2 million and S$64,000 respectively, offset by proceeds
from borrowings of S$2.2 million.
As at 30 June 2009, our cash and bank balances amounted to S$2.4 million.
FY2010
In FY2010, we generated net operating cash flow of S$5.9 million from operating activities. This
comprised of operating profit before working capital changes of S$9.2 million, working capital outflow
of S$2.9 million, interest payments of S$0.4 million and S$80,000 of tax payments.
The net working capital outflow was mainly due to the increase in trade and other receivables of S$4.0
million, partially offset by a decrease in other current assets of S$0.5 million and an increase in trade
and other payables of S$0.6 million.
Net cash flows used in investing activities was S$6.8 million, attributed mainly to the purchase of
leasehold building, motor vehicles and machinery.
Net cash provided by financing activities amounted to S$1.3 million. This was due to the proceeds from
borrowings of S$7.0 million and proceeds from issuance of shares of S$50,000. These were offset with
repayments of financial lease liabilities and borrowing amounting to S$2.0 million and S$3.8 million
respectively.
As at 30 June 2010, our cash and bank balances amounted to S$2.7 million.
HY2011
In HY2011, net cash generated from operating activities amounted to S$2.0 million. This comprised
operating profit before working capital changes of S$4.0 million, working capital outflow of S$1.1
million, interest payment of S$0.2 million and tax payment of S$0.7 million.
The net working capital outflow was mainly due to a decrease in trade and other payables of S$1.5
million, offset partially by a decrease in other current assets and trade and other receivables of S$0.3
million and S$0.1 million respectively.
Net cash used in investing activities amounted to S$1.0 million approximately, largely attributable to an
increase in property, plant and equipment purchased during the period.
Net cash flows provided by financing activities of S$0.6 million arose from proceeds for borrowings of
S$1.8 million, offset against repayments of finance lease liabilities and repayment of borrowings of
S$0.7 million and S$0.5 million respectively.
As at 31 December 2010, our cash and bank balances amounted to S$4.2 million. The subsidiaries of
the Company, namely YS Yong and 800 Super Waste, had on 15 April 2011 declared dividends of an
aggregate of S$2.0 million which had been distributed before the lodgement of this Offer Document.

66

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF


OPERATIONS AND FINANCIAL POSITION
CAPITAL EXPENDITURE AND DIVESTMENTS AND COMMITMENTS
The capital expenditures and divestments made by the Group in the last three financial years ended 30
June 2008, 2009, 2010 and six-month period ended 31 December 2010 and for the period from
1 January 2011 up to the Latest Practicable Date were as follows:

(S$000)

FY2008

HY2011

1 January 2011
to the Latest
Practicable Date

FY2009

FY2010

2,879

2,477

1,355

2,256

2,854

889

1,040

Bins and containers

285

196

162

Machinery

172

265

1,144

329

32

Boats

44

Office Equipment

56

32

80

33

214

Computers

18

28

20

16

35

63

54

1,892

5,691

6,844

1,320

1,304

383

135

40

146

Bins and containers

Machinery

44

Boats

Office Equipment

Computers

Furniture and Fittings

32

Renovation

39

383

218

72

146

Acquisition (Cost)
Leasehold buildings
Motor vehicles

Furniture and Fittings


Renovation

Disposal (Cost)
Leasehold buildings
Motor vehicles

In FY2009, we acquired a leasehold building at 17A Senoko Way amounting to S$2.9 million as part of
our business expansion. In FY2010, we acquired S$1.1 million worth of machinery mainly for our street
cleansing project. In FY2010, we acquired a leasehold building at 2 Loyang Walk amounting to S$2.5
million as part our business expansion. The above capital expenditures were financed primarily by
finance leases, bank borrowings and internally generated funds. The capital expenditures incurred from
FY2008 to the Latest Practicable Date were mainly for the purchase of leasehold buildings, motor
vehicles and machinery for the Groups operations.

67

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF


OPERATIONS AND FINANCIAL POSITION
Capital Commitments
Capital expenditures contracted for at the balance sheet date but not recognised in the financial
statements were as follows:

S$000
Fixed assets contracted for but not provided for in the
financial statements

As at
31 December 2010

As at the Latest
Practicable Date

294

903

Operating Lease Commitments


As at 31 December 2010 and the Latest Practicable Date, our Group had lease commitments for future
minimum lease payments under non-cancellable operating leases as follows:
As at
31 December 2010

S$000

As at the Latest
Practicable Date

Within one year

421

314

After one year but within five years

525

416

3,599

3,551

More than five years

Contingent Liabilities
As at the Latest Practicable Date, our Group did not have any contingent liabilities.
SEASONALITY
Our business is not subjected to significant seasonality.
INFLATION
For the Period Under Review, the performance of the Group had not been materially impacted by
inflation.
FOREIGN EXCHANGE MANAGEMENT
Our Group operates solely in Singapore where there are no transactions undertaken with foreign
currencies. As such, we do not have a formal foreign currency hedging policy with respect to any
possible foreign exchange exposure. We will continue to monitor any foreign exchange exposure in the
future and will consider formalising a hedging policy to manage the foreign exchange exposure should
the need arise.
If there is a need to enter into any hedging transaction in the future, we will obtain the approval of our
Board on the policy for entering into such hedging transaction before proceeding. In addition, we will
also put in place adequate procedures which would be reviewed and approved by our Audit Committee.

68

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF


OPERATIONS AND FINANCIAL POSITION
SIGNIFICANT CHANGES IN ACCOUNTING POLICIES
The accounting policies have been consistently applied by our Group during the Period Under Review,
except for changes in accounting policies and related notes as discussed in our Independent Auditors
Report on the Audited Combined Financial Statements of 800 Super Holdings Limited for the Financial
Years Ended 30 June 2008, 2009 and 2010 and the Independent Auditors Review Report on the
Unaudited Combined Financial Statements for the Six-Month Period Ended 31 December 2010 as set
out in Appendices A and B to this Offer Document and the related notes elsewhere in the Offer
Document.

69

CAPITALISATION AND INDEBTEDNESS


CAPITALISATION AND INDEBTEDNESS
The following table shows our Groups cash and cash equivalents, indebtedness and capitalisation:
(a)

as at 30 April 2011, being a date no earlier than 60 days before lodgement date; and

(b)

as adjusted to give effect to the application of the net proceeds from the Placement after
deducting the estimated listing expenses in relation to the Placement.

S$000
Cash and bank balances

As at
30 April 2011

As adjusted for the


net proceeds from
the Placement

3,453

8,728

1,216

1,216

Indebtedness
Current

finance lease liabilities (secured and guaranteed)

bank borrowings (secured and guaranteed)

347

347

bank borrowings (guaranteed)

797

797

960

960

Non-current

finance lease liabilities (secured and guaranteed)

bank borrowings (secured and guaranteed)

3,273

3,273

bank borrowings (guaranteed)

1,531

1,531

8,124

8,124

Shareholders equity

18,716

23,991(1)

Total capitalisation and indebtedness

26,840

32,115

Total indebtedness
Capitalisation

Note:
(1)

This takes into account the capitalisation of estimated listing expenses of approximately S$1.0 million.

As at the Latest Practicable Date, there were no material changes to our capitalisation and
indebtedness as disclosed above, save for changes in our reserves arising from day-to-day operations
in the ordinary course of business.
As at the Latest Practicable Date, the Group had available credit facilities of approximately S$17.4
million, of which approximately S$5.1 million was unutilised. Our facilities of approximately S$12.3
million comprise loans, hire purchase leases and trade facilities, which were used for the acquisition of
leasehold buildings and equipment, and working capital.

70

CAPITALISATION AND INDEBTEDNESS


Banking and Credit Facilities
As at the Latest Practicable Date, our Groups banking and credit facilities from various banks and
financial institutions were as follows:

Banks/Financial
Institutions

Nature of
facility

Facility
(S$000)

Utilised
amount as at
the Latest
Practicable
Date
(S$000)

DBS Bank Ltd.

Term loan

1,928

1,928

Note (1)

26 April 2026

DBS Bank Ltd.

Hire
purchase

500

500

2.50%

30 November
2011

Malayan Banking Berhad

Term loan

1,690

1,690

5.00%

30 April 2014

Oversea-Chinese
Banking Corporation
Limited

Bankers
Guarantee

2,393

2,393

Note (2)

31 December
2013

Overseas-Chinese
Banking Corporation
Limited

Letter of
Credit

100

100

Note (2)

N/A

Oversea-Chinese
Banking Corporation
Limited

Overdraft

974

974

6.50%

N/A

Oversea-Chinese
Banking Corporation
Limited

Bridging
Loan

1,500

1,500

5.00%

1 August 2014

Oversea-Chinese
Banking Corporation
Limited

Hire
Purchase

2,581

1,683

898

1.8% to
2.9%

29 February
2012

United Overseas Bank


Limited

Term loan

1,836

1,836

Note (3)

25 February
2019

United Overseas Bank


Limited

Construction
Loan

1,500

1,500

Note (4)

26 April 2016

United Overseas Bank


Limited

Overdraft

1,000

1,000

5.25%

N/A

United Overseas Bank


Limited

Hire
Purchase

647

647

2.5% to
2.7%

29 June 2012

United Overseas Bank


Limited

Credit Card

200

200

5.25%

N/A

Sing Investments &


Finance Ltd

Hire
Purchase

556

556

2.5% to
2.6%

30 September
2011

Hong Leong Finance


Limited

Hire
Purchase

43

43

2.99%

24 October
2011

17,448

12,276

5,172

Total

Unutilised
amount as at
the Latest
Practicable
Date
(S$000)

Interest rate
(per annum)

Maturity profile

Notes:
(1)

Interest rate is at 1.75% per annum plus 3-month swap offer rate.

(2)

Based on the banks prevailing charge rate.

(3)

Interest rate at 1.35% per annum plus 3-month swap offer rate for the first year, 1.38% per annum plus 3-month swap offer
rate for the second year and thereafter, 2% per annum plus 3-month swap offer rate.

(4)

Interest rate at 1.5% per annum over the banks prime rate for first six months and thereafter, interest at 1.5% per annum
plus 3-month swap offer rate or 1.5% per annum over the applicable 3-month cost of funds, whichever is the higher.

Save as disclosed above, we do not have any committed borrowing facilities.


71

CAPITALISATION AND INDEBTEDNESS


As at the Latest Practicable Date, all our existing borrowings were secured by, amongst others, deed
of assignment of receivables, deed of charge of receivables or contract proceeds, mortgages over our
properties, as well as joint and several personal guarantees and other collaterals provided by our
Executive Chairman, Lee Koh Yong and our Controlling Shareholder, Lee Hock Seong. Please refer to
the section entitled Interested Person Transactions Present and On-going Interested Person
Transactions of this Offer Document for further details of the joint and several personal guarantees and
other collaterals provided by our Executive Chairman, Lee Koh Yong and our Controlling Shareholder,
Lee Hock Seong.
Please also refer to the section entitled Managements Discussion and Analysis of Results of
Operations and Financial Position Liquidity and Capital Resources of this Offer Document for more
information on our bank borrowings and finance lease.
To the best of our Directors knowledge, as at the Latest Practicable Date, we were not in breach of any
of the terms and conditions or covenants associated with any credit arrangement or bank loan which
could materially affect our financial position and results or business operations, or the investments of
our Shareholders.

72

RESTRUCTURING EXERCISE
RESTRUCTURING EXERCISE
We undertook the following Restructuring Exercise to streamline and rationalise our Group structure in
connection with the Placement:
(a)

Incorporation of our Company


Our Company was incorporated in Singapore on 11 April 2011 under the Companies Act to serve
as the ultimate holding company of our Group.

(b)

Share swaps between the original shareholders of our Subsidiaries for Shares in our
Company
Pursuant to the Restructuring Exercise carried out pursuant to a share swap agreement dated 9
May 2011 (Share Swap Agreement) between our Company and Lee Koh Yong, Lee Hock
Seong, Lee Cheng Chye, Lee Kim Eng, Lee Thiam Seng and Lee Chuan Heng, all the then
shareholders of 800 Super, 800 Landscape, Green Recycling and YS Yong transferred all their
respective shareholding interests in the respective Subsidiaries to our Company in return for
4,999,999 Shares (Consideration Shares) in the capital of our Company based on the aggregate
NTA of the four subsidiaries as at 30 June 2010 amounting to S$17.1 million.
Pursuant to the Share Swap Agreement, the Consideration Shares were issued to the following
parties in the following proportions:

(c)

Number of Shares

Name of Shareholder

4,000,000

Yong Seong Investment Pte. Ltd., whose shareholders are our Executive
Directors, Lee Koh Yong and Lee Cheng Chye, our Executive Officers, Lee
Kim Eng and Lee Chuan Heng, our Controlling Shareholder, Lee Hock Seong
and our Shareholder, Lee Thiam Seng

279,999

Lee Koh Yong

280,000

Lee Hock Seong

240,000

Lee Cheng Chye

100,000

Lee Kim Eng

60,000

Lee Thiam Seng

40,000

Lee Chuan Heng

Pre-IPO Sale of Shares


Upon being allocated an aggregate of 999,999 Shares under the Share Swap Agreement, our
Executive Directors, Lee Koh Yong and Lee Cheng Chye, our Executive Officers, Lee Kim Eng
and Lee Chuan Heng, our Controlling Shareholder, Lee Hock Seong, and our Shareholder,
Lee Thiam Seng transferred an aggregate of 315,000 Shares out of the 1,000,000 Shares
held by the aforementioned existing Shareholders in our Company based on their
proportionate shareholdings, to Venstar Investment Ltd. for an aggregate consideration of
S$2.0 million pursuant to a sale and purchase agreement entered into amongst them and
Venstar Investments Ltd. as supplemented by a supplemental sale and purchase agreement
dated 9 June 2011.

73

RESTRUCTURING EXERCISE
(d)

Sub-Division of Shares
On 28 June 2011, each Share in the issued and paid-up share capital of our Company was
subdivided into 29 ordinary Shares. Upon completion of the Sub-Division, the Companys issued
and paid-up capital comprised 145,000,000 Shares.

74

GENERAL INFORMATION ON OUR GROUP


OUR HISTORY
On 11 April 2011, our Company was incorporated in Singapore under the Companies Act as a private
company limited by shares as the listing vehicle and holding company of our Subsidiaries. Pursuant to
the Restructuring Exercise, we acquired our Subsidiaries.
In 1986, Lee Koh Yong together with 10 other shareholders established 800 Super to provide waste
collection services. At inception, 800 Super was principally engaged in the provision of waste collection
services to commercial and industrial customers, and subsequently expanded its services to provide
waste collection services to the construction industry. In 1993, Lee Hock Seong, Lee Koh Yong and Lee
Cheng Chye acquired all the then existing shares in 800 Super from the other shareholders.
In view of the good prospects of the cleaning services industry, YS Yong was incorporated in 1994 to
provide contract cleaning services to commercial and industrial buildings. Its clientele expanded to
include shopping complexes, factories, food courts, hotels and residential developments.
In the early 1990s, we collaborated with a local engineering firm to develop our own portable compactor
container. The use of the portable compactor container in our waste disposal services marked our move
towards the mechanisation of our waste disposal services. The portable compactor container has the
benefits of compacting waste on site in a sealed container, thereby improving hygiene and allowing a
higher amount of waste to be collected by each compactor.
In 1996, in order to cope with the increase in the volume of the business, we relocated our operations
to 130 Woodlands Industrial Park which had an area of approximately 1,620 sq m. In the same year,
we started to fabricate containers used for the collection of waste and repair and maintain our fleet of
waste collection and cleaning vehicles and equipment. Our initiative to fabricate our own containers led
to long term cost savings for our Group and allowed us to design containers that are customised for our
use.
In 1998, 800 Super was qualified by BCA as a registered contractor of L4 BCA Grade in the
maintenance workhead (MW02) (housekeeping, cleansing, desilting and conservancy services) under
the contractors registry administered by BCA as 800 Super had attained an aggregate revenue of S$5
million in the preceding three years. This allowed us to tender for contracts of up to S$6.5 million in
value.
In 2001, our contractor classification was upgraded by BCA to L5 BCA Grade in MW02 on the basis
that we had attained an aggregate revenue of S$10.0 million in the preceding three years. This allowed
us to tender for public contracts of up to S$13.0 million in value.
In 2002, in order to further expand our business, we established Green Recycling to provide waste
recycling services, which involved setting up a station to collect and sort recyclable items for customers,
to the commercial and industrial sectors. This enabled us to penetrate into the recycling industry that
was showing growth potential owing to a growing consciousness by the public to recycle and the
Singapore Governments drive to minimize waste and encourage recycling. With the establishment of
a recycling business arm, the Company had in place an integrated waste management business.
In the same year, to meet the additional space requirements of our expanding business, we expanded
our operations by leasing a premises located at 66 Woodlands Industrial Park, which occupies
approximately 3,960 sq m. Our leased premises located at 66 Woodlands Industrial Park and at 130
Woodlands Industrial Park also served as our vehicle depots.

75

GENERAL INFORMATION ON OUR GROUP


In addition, we built a MRF at 66 Woodlands Industrial Park for the sorting of commercial and industrial
waste as part of our continuous efforts to improve our efficiency in the sorting and recovery of
recyclables. The MRF is capable of separating and recovering recyclable materials, including papers,
cardboards, plastics, glass and metal cans for reuse and recycling purposes. The sorting process is
semi-automated and is more efficient than manual sorting. At the MRF, the different types of recyclable
materials are separated, compacted and packed into bales. They are then sold to local and overseas
customers, providing us with another source of income. The remaining non-recyclable waste is sent for
incineration along with other waste that is collected.
In 2002, we were awarded a tender with a contract value of approximately S$3.0 million by the then
Public Works Department of Singapore (now known as CPG Corporation Pte Ltd) to provide cleaning
services to approximately 13 schools for a period of two years.
In March 2002, we obtained the ISO 9001:2000 certification from the Independent European
Certification Limited, an international accreditation body, in recognition of our commitment and efforts
in maintaining a quality management systems in respect of our provision of general waste disposal and
cleaning services. In the same year, we obtained the BS EN ISO 14001:1996 certification from the
BestCERT Quality Registrars Limited for our environmental management systems in respect of our
provision of general waste disposal services as further recognition of the quality of our services. We
continue to maintain both certifications.
In 2004, we were awarded another school cleaning contract of approximately S$6.1 million by MOE to
provide cleaning services to approximately 30 schools for a period of two years.
In November 2004, we obtained the ISO 14001:1996 certification from the Independent European
Certification Limited for our environmental management systems in respect of our provision of general
waste disposal services as further recognition of the quality of our services.
In September 2005, we were successful in securing our first public waste collection contract awarded
by NEA. The contract, which commenced in July 2006, was for the collection, removal and
transportation of refuse or any waste from designated domestic and trade premises in the Ang Mo Kio
Toa Payoh sector. This contract which was for a period of seven and a half years, was worth
approximately S$94.7 million.
In 2006, as a reflection of our growing position in the cleaning services industry, we were successful in
our tender by MOE to provide cleaning services to approximately 89 schools for a term of four and a
half years. These contracts had an aggregate contract value of approximately S$48.0 million.
In 2008, 800 Super attained L6 BCA Grade in MW02. This was significant to our business as the
holder of such qualification is permitted to bid for tenders for housekeeping, cleansing, desilting and
conservancy contracts of public sectors in Singapore of any value. This permitted us to participate in
all such governmental tenders. As at 14 June 2011, we were the only company that was awarded with
the BCA Grade L6 in MW02.
In 2008, 800 Super was certified bizSAFE Star (Level 4). The bizSAFE certification is a form of
recognition by the Workplace Safety and Health Council of an organisations workplace safety and
health standards.
In 2009, we acquired a leasehold premise located at 17A Senoko Way and we relocated our head office
from 66 Woodlands Industrial Park to this premise.

76

GENERAL INFORMATION ON OUR GROUP


In the same year, we were awarded a contract through a tender by NEA to carry out street cleansing
in the North East district of Singapore. This was the Groups first street cleansing tender and the
contract was worth S$31.0 million, with a term of five years (with an option for NEA to extend a further
two years period).
In 2009, to complement our principal activities and to broaden our range of services, we established
800 Landscape to undertake horticultural and landscape projects, including grass-cutting, pruning of
trees, planning and maintenance of landscape, arboricultural services and auxiliary works.
In 2010, we were upgraded to certification of bizSAFE Star (Level 5). An organisation that is certified
bizSAFE Star (Level 5) is recognised for having a certified workplace safety and health management
system.
In the same year, we embarked on a re-branding exercise by changing the design of our trucks and the
uniforms of our workers.
The Company was certified OHSAS 18001:2007 for its provision of waste disposal services and
cleaning, conservancy, landscaping, recycling and pest control services. OHSAS 18001:2007 is the
internationally recognised assessment specification for occupational health and safety management
systems. In the same year, the Company was awarded NEA Cleaning Accreditation, which is a new
voluntary accreditation scheme for the cleaning industry by NEA and recognises companies that deliver
higher standards of cleaning through proper training of workers, use of proper equipment, and good
human resource practices.
We received the Enterprise 50 award. The Enterprise 50 Award is an annual ranking of Singapores 50
most enterprising private companies, jointly organized by KPMG LLP (Singapore) and The Business
Times, with the support of the Infocomm Development Authority of Singapore, International Enterprise
Singapore, SPRING Singapore and the Singapore Business Federation, in recognition of the
contributions made by local enterprises to the economic development of Singapore and abroad.
We acquired a new premise at No. 2 Loyang Walk, with a land area of approximately 2,580 sq m. This
premise has been used as an operations depot for the storage and maintenance of our vehicles and
equipment. We also built a second MRF at this premise to expand our waste sorting and recyclable
materials recovery capacity. As at the Latest Practicable Date, our two MRFs had a total capacity to
separate and process over 50 tonnes of recyclable materials each day.
We owned and operated a fleet of waste disposal trucks consisting of refuse trucks and refuse
compactors, and other vehicles, and provided waste collection services to industrial estates,
warehouses, office buildings, shopping complexes, private residential properties and airport facilities.
Please refer to the section entitled General Information on our Group Properties and Fixed Assets
of this Offer Document for more details on the number and type of vehicles we operate.
BUSINESS OVERVIEW
We are an established environmental services provider for public and private sectors in Singapore. Our
operations are based in Singapore.
Our environmental services include waste management, cleaning and conservancy and horticultural
services. Waste management services include residential, commercial and industrial waste collection
services, as well as recycling services. Cleaning and conservancy services comprise street cleansing
services and contract cleaning services which are provided to residential, industrial, commercial and
institutional customers. Horticultural services comprise landscaping, grass cutting and tree pruning
services which are provided to residential, commercial and institutional customers.
77

GENERAL INFORMATION ON OUR GROUP


With our broad range of services, we are able to offer comprehensive environmental solutions to our
customers.
Waste Management Services
We are one of four licensed public waste collectors appointed by NEA. We have been awarded a public
waste collection contract for a period of seven and a half years commencing from 1 July 2006 to provide
waste collection services for the residential and trade premises in the Ang Mo KioToa Payoh sector
in Singapore. Our waste collection services are provided to designated areas within the Ang Mo
KioToa Payoh sector, which comprise public housing estates, shop houses, trade premises, landed
residential premises, as well as private apartments and condominiums which have opted through NEA
to engage our services. As at 30 April 2011, this comprised approximately 142,200 households and
trade premises.
Since 1999, Singapore has been divided into nine sectors for the tendering out of public waste
collection services as illustrated below.1

Woodlands-Yishun
Hougang
-Punggol

Pasir Ris-Tampines

Ang Mo Kio
-Toa Payoh

Jurong

Bedok
City

Clementi
Tanglin Bukit Merah

Our public waste collection services are provided on a daily basis. Waste is collected from landed
residential premises on a door-to-door basis whereas for public housing estates, private apartments
and condominiums, trade premises, and shophouses, waste is collected from designated collection
points. The fees for our waste collection services vary depending on the type of premises and such fees
are based on the tendered rates. We engage SP Services Ltd to assist us in the collection of our waste
collection fees payable by the owner, occupier or lessee of the residential and trade premises that we
serve.

Information is extracted from the website of NEA at http://app2.nea.gov.sg/topics_waste.aspx. Accessed on 14 June 2011.
NEA has not consented to the inclusion of the relevant diagram and information and is thereby not liable for the relevant
information under Sections 253 and 254 of the SFA. Our Directors are aware that NEA does not guarantee or assume
responsibility that the information on its website is accurate, adequate, current or reliable, or may be used for any other
purpose other than for general reference. While our Company has taken reasonable action to ensure that the relevant
information is reproduced in its proper form and context, and that the information is extracted accurately and fairly, all other
parties and ourselves have not conducted an independent review of the diagram and information and have not verified the
accuracy of the graph and information.

78

GENERAL INFORMATION ON OUR GROUP


We also provide waste collection services to industrial and commercial premises. Industrial premises
include factories, warehouses, construction sites and shipyards while commercial premises include
office buildings, shopping complexes and hotels. These services are negotiated individually with
customers with whom the scope, nature and frequency of waste collection services to be provided will
be agreed upon.
All the waste we collect that are non-recyclable and incinerable are disposed of at the authorised
incineration plants located at Senoko, Tuas, and Tuas South for incineration, while non-recyclable and
non-incinerable waste will be sent to the Tuas Marine Transfer Station for landfill at Pulau Semakau.
Recycling Services
We also provide recycling services to complement our waste collection services. Recycling services
involve the distribution of recycling bags, bins or suitable receptacles to our customers for storage of
their recyclable materials and subsequent collection of these recyclable materials from our customers.
As part of our public waste collection contract for the Ang Mo KioToa Payoh sector, we are required
to provide recycling services. This includes providing door-to-door collection of recyclable materials
from each household, trade premise and school in the Ang Mo KioToa Payoh sector. We are required
to carry out such collection services at least once every two weeks on a fixed day of the week. We are
also required to submit to NEA a half-yearly report containing the required information and monthly
statistics on the amount of recyclables collected by us. We provide recycling bags or suitable
receptacles for each household and place centralised recycling bins at convenient locations for trade
premises and schools to deposit their recyclables, such as paper, plastic and glass bottles, and metal
cans for recycling.
For our commercial and industrial waste collection services, we will place recycling bins at the premises
of those customers who request for such services. Collection schedules for such customers are agreed
upon on an individual basis. Some of our customers also request for us to provide a customised
recycling service to them. This will require the setting up of a station for the collection and sorting of
recyclable items on site at the customers premises.
We send some of the waste collected from our commercial and industrial customers, as well as waste
collected through our provision of recycling services to the Ang Mo KioToa Payoh sector to our MRFs
for sorting into different waste streams and recovery of recyclables from the waste for reuse and
recycling.
Our two MRFs have been approved by NEA to carry out sorting of the following categories of
recyclables paper and glass bottles, metal cans, paper products, plastics and others. As at the Latest
Practicable Date, our two MRFs had a total capacity to process over 50 tonnes of waste per day. At the
MRFs, recyclable materials are separated into different categories, compacted and packed into bales.
They are then sold to local and overseas customers, providing us with another source of income. The
remaining non-recyclable waste is sent for incineration along with other waste that is collected. In 2010,
we recovered approximately 15,000 tonnes of recyclable materials such as paper, metals, glass,
plastics, horticultural and wood materials.
As part of our initiative to promote recycling, we also collect garden waste from landed residential
premises in the Ang Mo KioToa Payoh sector. This is an additional service provided out of our own
initiative even though it is not required under the public waste collection contract for the Ang Mo
KioToa Payoh sector. The collected garden waste is sent to a third party recycling plant for processing
into mulch which is then used as a soil conditioner.

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GENERAL INFORMATION ON OUR GROUP


Cleaning and Conservancy Services
Street Cleansing Services
In 2009, we were awarded a contract through a tender by NEA for a period of five years (with an option
for NEA to extend a further two years period) for the cleansing of public areas including public roads
and pavements, in the North East district of Singapore. Singapore is divided into five districts and two
expressways for the provision of public cleansing services. We carry out street cleansing by using
manual sweeping as well as mechanical road sweepers. We also carry out high pressure water jetting
of pavements. As part of our services, we carry out cleaning of bus stops, clearing of all public litter bins
in the North East district as well as cleaning of the Pasir Ris and Punggol beaches. The frequency of
our street cleansing may be daily, twice or thrice weekly in accordance with the specifications in the
contract.
The demarcation of Singapore into five districts (North West, South West, Central, North East and
South East) and two expressways as per the boundaries of the five Community Development Councils
in Singapore is illustrated below.1

North West
District
South West
District
Central
District

North East
District

South East
District

Expressways

Contract Cleaning Services


We provide a wide range of contract cleaning and conservancy services for residential, commercial,
industrial and institutional customers.
The scope of our cleaning and conservancy services typically includes cleaning of external facades and
interior areas of buildings such as floors, walls and other surfaces by using a combination of manual
and mechanical means. The equipment we deploy includes vacuum cleaners and high pressure
cleaning machines. We secure such contracts either by direct negotiation with the customers or by
participating in tenders.

Information is extracted from the website of NEA at http://app2.nea.gov.sg/topics_cleanliness.aspx. Accessed on 14 June


2011. NEA has not consented to the inclusion of the relevant information and is thereby not liable for the relevant information
under Sections 253 and 254 of the SFA. Our Directors are aware that NEA does not guarantee or assume responsibility that
the information on its website is accurate, adequate, current or reliable, or may be used for any other purpose other than
for general reference. While our Company has taken reasonable action to ensure that the relevant information is reproduced
in its proper form and context, and that the information is extracted accurately and fairly, all other parties and ourselves have
not conducted an independent review of the information and have not verified the accuracy of the diagram and information.

80

GENERAL INFORMATION ON OUR GROUP


We set out below some of our notable customers and the details of services provided.

Schools and Institutions of Higher Learning


We have been awarded contracts for the provision of cleaning services to schools under MOE
since 2004 and notably, we were awarded contracts by MOE in July 2006 for the cleaning of
around 89 schools for four and a half years, with an aggregate contract value of approximately
S$48.0 million. These contracts have since been completed in January 2011.
In January 2011, we were awarded contracts by MOE for the cleaning of around 120 schools.
These contracts commenced in February 2011 with a term of three years with an option for MOE
to extend the contract for a further period of three years.
We were also awarded contracts by Ngee Ann Polytechnic and Nanyang Technological University
for the provision of cleaning services for some of their premises.

Town Councils
We provide cleaning and conservancy services to town councils such as the Pasir RisPunggol
Town Council, Jurong Town Council, West Coast Town Council, Bukit Batok Town Council and
Sembawang Town Council. Our scope of services includes daily cleaning of common areas
including corridors, staircases, lifts, drains and carparks by using manual and mechanical means.
We are also required to schedule cleaning of common corridors and staircases using high
pressure water jetting equipment.

Other Government Departments and Statutory Bodies


We provide cleaning services to various government departments and statutory bodies such as
MHA, NPB and the Immigration and Checkpoint Authority of Singapore. This includes providing
cleaning services at the Tuas Checkpoint, various buildings of MHA and public parks, and other
locations.

Horticultural Services
We provide horticultural services to the public and private sectors in Singapore. Our horticultural
services include grass-cutting, planning and maintenance of landscape and aboricultural services that
include the planting and pruning of trees and plants. Our services are provided to the following types
of customers:

Schools As at the Latest Practicable Date, we provided horticultural services to approximately


120 schools.

Commercial customers We provide horticultural services to commercial customers such as


Senoko Energy Pte Ltd for its Senoko power station and United Premas Limited (now known as
UGL Services Premas Operations Limited) for various industrial properties managed by them.

Other government departments and statutory bodies We have a park maintenance contract
with the National Parks Board for the maintenance of public parks in Pasir Ris and Tampines. We
also provide horticultural services to MHA for some of its properties.

Horticultural waste collected by us will be sent to third party horticultural waste recycling plants for
processing into mulch which is then used as a soil conditioner.

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GENERAL INFORMATION ON OUR GROUP


MAJOR PROJECTS
As at the Latest Practicable Date, some of our on-going and past projects included the following:
On-going Projects
Project/Contract Description

Name of Customer

Waste Management Projects

Public Waste Collection Services for the Ang Mo KioToa Payoh


sector

SP Services Ltd(1)

Routine, Periodic Cleaning of Buildings and Compound and


Containerised Refuse Removal Service at Changi Airfreight Centre,
Airside Bin Centre

Changi Airport Group


(Singapore) Pte Ltd

Refuse Disposal and Recycling Services to Marina Bay Sands

Marina Bay Sands Pte Ltd

Waste and Refuse Disposal Services to Singapore Turf Club

Singapore Turf Club

Daily Refuse Collection and Disposal by Rear Loader at Singapore


Zoo and Night Safari

Singapore Zoological Gardens

Refuse Disposal Services at Costa Sands Resort (Downtown East)

NTUC Club

Refuse Disposal and Recycling Services to Ngee Ann City

Ngee Ann Property


Management Pte Ltd

Refuse Disposal and Recycling Services to ION Orchard

Orchard Turn Retail Investment


Pte Ltd(2)

Refuse Disposal and Recycling Services to Bugis Junction

Management Corporation Strata


Title Land No 2137

Refuse Disposal and Recycling Services to Vivo City

Mapletree Investment Pte Ltd

Refuse Disposal and Recycling Services to Suntec City

APM Property Management Pte


Ltd

Cleaning and Conservancy Projects

Street Cleansing Services in North-Eastern Singapore

NEA

Appointment of a Panel of Contractors to Undertake the Provision of


Cleaning Services to Schools

MOE

Conservancy and Cleaning Works for Pasir RisPunggol Town


Council

Pasir RisPunggol Town


Council

Conservancy and Cleaning Works for Jurong Town Council

Jurong Town Council

Cleaning, Waste Removal and Disposal Services and Supply of


Labour for Logistic Work

Ngee Ann Polytechnic

General Cleaning and Maintenance Services at Various PowerGas


Ltds Premises

PowerGas Limited

Regular Cleaning Works in HDB Centre of Building Research

HDB

Daily Cleaning and Washing to Residential and Ancillary Buildings


including Provision of Emergency Decontamination and Disinfection
Services for Nanyang Technological University

Nanyang Technological
University

Removal of Grit, Screenings and Flotsam and General Cleaning At


Various Installations of the PUB

PUB

Housekeeping for Public Area

M Hotel Singapore

82

GENERAL INFORMATION ON OUR GROUP


Project/Contract Description

Name of Customer

Conservancy and Cleaning Works for West Coast Town Council

West Coast Town Council

Horticultural Projects

Park Maintenance Contract for Parks Division East, Tampines


Section

NPB

Horticultural and Grass Cutting Services to Senoko Energy Plants

Senoko Energy Pte Ltd

Cleaning and Horticultural Service for Ministry of Home Affairs


Properties

MHA

Notes:
1.

SP Services Ltd acts as our collection agent to collect on our behalf, the services fees for the provision of our waste
management services from our end-customers, including the individual households, institutions, and commercial and
industrial premises. The waste management services provided by us was in connection with a public waste collection
contract awarded to us by NEA in September 2005, for the collection, removal and transport of refuse or any waste from
designated domestic and trade premises in the Ang Mo KioToa Payoh sector. NEA is the authority that awards public waste
collection contracts.

2.

We are continuing to provide services to this customer pending renewal of our contract with them.

Completed Projects
Project/Contract Description

Name of Customer

Waste Management Projects

Sale and Collection of Used Items from SATS Buildings

Singapore Airport Terminal


Services Ltd

Waste and Refuse Disposal Services for Turf Club Properties

Singapore Turf Club

Refuse Disposal at North East Line Depot

SBS Transit Ltd

Containerised Refuse Removal Service at Changi Airfreight Centre,


CAAS Airside Bin Centre and Low Cost Terminal of Singapore
Changi Airport

CAAS

Rental and Removal of Refuse Compactors for Commercial


Properties (HarbourFront Tower One)

Mapletree Investment Pte Ltd

Refuse Disposal Services at Costa Sands Resort


(Downtown East)

NTUC Club

Refuse Disposal Service at Ngee Ann City

Ngee Ann Property


Management Pte Ltd

Containerised Refuse Removal Service at Passenger Terminal 3,


Singapore Changi Airport

CAAS

Containerised Refuse Removal Service at Passenger Terminal 1 and


the Budget Terminal

CAAS

83

GENERAL INFORMATION ON OUR GROUP


Project/Contract Description

Name of Customer

Cleaning and Conservancy Projects

Cleaning, Pest Control and Horticultural Service for Properties of


Singapore Police Force

Singapore Police Force

General Maintenance for HDB Industrial Properties

HDB

Cleaning Services for Revenue House

IRAS

Cleaning Services for Singapore Civil Defence Force Properties

Singapore Civil Defence Force

Conservancy and Cleaning Works for Sembawang Town Council

Sembawang Town Council

Conservancy and Refuse Removal to Workshops in JTC Industrial


Properties

JTC

Cleaning Services to SouthWest Community Centres/Clubs

Peoples Association

Conservancy and Horticultural Works in UBIPLEX

HDB

Cleaning of Sludge Digesters/Storage Tanks and General Sludge


Dewatering Work at WRD Installations

PUB

Cleaning Services to Senoko Power Station

Senoko Power Ltd

Cleaning Services for Police Patrol Crafts

Singapore Police Force

Daily Cleaning and Washing to Residential and Ancillary Buildings

Nanyang Technological
University

Horticulture Projects

Grass Cutting and Horticultural Maintenance Works at Tanjong


Katong Complex

EM Services Pte Ltd

Grass Cutting Services to Senoko Power Station and Pasir Panjang


Gas Turbine Station

Power Seraya Ltd

Cleaning and Conservancy, Refuse Disposal, Landscaping, Pest


Control and Building Sanitary and Plumbing Services for JTC
Properties

United Premas Limited (now


known as UGL Services
Premas Operations Limited)

Horticulture and Pest Control Services at Raffles Junior College and


Raffles Institution

Raffles Junior College

PROJECT MANAGEMENT PROCESS


Project Cycle
The following events in chronological order represent a typical cycle in a project undertaken by us:
(a)

Sourcing for Business Opportunities;

(b)

Feasibility Evaluation and Planning;

(c)

Preparation of Quotation and Review of Tender Documentation;

(d)

Submission of Tenders and Quotations;

(e)

Interviews and Negotiations;

(f)

Award of Project;
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GENERAL INFORMATION ON OUR GROUP


(g)

Assembling of Project Team;

(h)

Formulation of Project Execution and Project Quality Plans;

(i)

Appointment of Sub-contractors and Suppliers;

(j)

Site Manpower and Machinery Deployment;

(k)

Project Implementation and Management; and

(l)

Support Services.

(a)

Sourcing for Business Opportunities


Our Executive Directors would source for business opportunities from information available from
the industry and also via the wide network of business contacts established over the past 20
years. Our Executive Directors also maintain constant contact with our Companys previous,
existing and potential customers. Projects and business opportunities may also be sourced
through the following means:

(b)

(i)

public tenders based on advertisements in the mass media such as publications,


newspapers and internet notices or through the Singapore Governments online
procurement system, known as Government Electronic Business (GEBIZ);

(ii)

private tenders based on invitations to tender; or

(iii)

referrals.

Feasibility Evaluation and Planning


Upon identifying a prospective project, our management will review key parameters such as the
credit worthiness of the customer, specific requirements of the customer and the profitability of the
projects.
For our waste management projects, our operation team led by our COO, Chan Teck Ee Vincent
will inspect the potential customers premises, understand their needs and carry out a preliminary
assessment of waste normally generated to determine the feasibility of the project before we
embark on project planning.
For our cleaning and conservancy projects, our operation team led by our operations manager will
inspect the location and determine the manpower, timeframe and work involved for each project.
This allows us to determine the costing and manpower required for such projects.
For our horticultural projects, our operation team led by our operations manager will inspect the
location and determine the horticultural services required as well as the cost, manpower and
equipment necessary to fulfil the customers requirements.

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GENERAL INFORMATION ON OUR GROUP


(c)

Preparation of Quotation and Review of Tender Documentation


Upon arriving at the decision to participate in a project, our tender committee, comprising our
management, including our Executive Directors and operations personnel, would undertake the
following steps to tender for the project and to prepare price quote for the tender:
(i)

review and clarify if necessary, the terms of the tender documents or the request for
quotation and specifications required for the provision of services;

(ii)

evaluate and estimate project costs, with regard to quotations from sub-contractors, supplies
costing, required manpower and vehicle and equipment deployment;

(iii)

determine profit margins and risks arising from the complexity of the project;

(iv) finalise tender, quotation price, having regards to items (i), (ii) and (iii) above;
(v)

if applicable, enter into pre-bid agreements with suppliers or sub-contractors in order to


secure their commitment to the project and to lock in prices and terms; and

(vi) prepare tender documents or quotation including work schedules for waste management
and cleaning projects, sketches and drawings for horticulture projects, if applicable.
The entire process for the above would typically take between one and four weeks.
(d)

Submission of Tenders and Quotations


After finalising the tender documentation or quotation, we will submit the tender documents or
quotation (as the case may be) including work schedules for waste management and cleaning
projects, sketches and drawings for horticulture projects, where required, to our customers.

(e)

Interviews and Negotiations


In relation to tenders submitted, our management and/or our Executive Directors may be required
to attend tender interviews after we are short-listed to clarify and verify our submission. In relation
to quotations we submitted for private tenders, our management and/or Executive Directors may
enter into negotiations to finalise the terms of contract including the contract price.

(f)

Award of Project
Notification of award would typically take place within two to four weeks for private tenders while
it would typically take place within one to three months for public tenders, after the close of the
tender or the date of the quotation, as the case may be.

(g)

Assembling of Project Team


Once we are awarded the project, a project operation team (comprising operation executives and
supervisors) would be selected to oversee the execution of the project. The composition and size
of the project team would depend largely on specific requirements of the project, including its size,
complexity and duration. The project team is usually headed by any one of our Executive
Directors.

86

GENERAL INFORMATION ON OUR GROUP


(h)

Formulation of Project Execution and Project Quality Plans


The project team is responsible for the formulation of the project execution as well as safety and
project quality plans. The project execution plan would specify the functions and responsibilities
of all parties involved (including the sub-contractors to be appointed by us), work schedules,
vehicle and equipment utilisation requirements, manpower projection plan, approvals from
authorities to be obtained, specific safety, quality, technical and other requirements imposed by
customers, schedules for the mobilization of resources for the work site and the financial budget
of the project. The project quality plan, which includes the project safety plan, will be established
to ensure that the project complies with ISO requirements. With proper planning, we aim to
complete and deliver projects with high standards of quality within the budgeted cost and timing.

(i)

Appointment of Sub-Contractors and Suppliers


We maintain a basic list of sub-contractors and suppliers pre-approved by our Executive Directors
based on their past performance, related working experience in the industry and competitiveness
in pricing. This list of approved sub-contractors and suppliers is reviewed on an annual basis. The
project manager would select the sub-contractors and suppliers from the approved list and submit
his recommendations to our Executive Directors for approval.

(j)

Site Manpower and Machinery Deployment


In accordance with the requirements of the project, our project operation team would arrange the
necessary manpower for the site team and vehicles and equipment deployment. Typically, a site
team comprises a supervisor (who reports directly to the project operation team), assistant
supervisor, operators, skilled, semi-skilled and general workers, all of whom report directly to the
supervisor. Our operations executive, who is in charge of the logistics of the project, would decide
the types and quantity of vehicles and/or equipment to be deployed from our pool of vehicles and
equipment.

(k)

Project Implementation and Management


The team also constantly monitors the manpower requirement of the project works so as to
ensure that sufficient resources and appropriate skill sets have been and continue to be deployed
for the project.
The team also monitors progress of the project works and ensures that it is in accordance with the
milestones set in the project execution plan. The project operation team also ensures compliance
with the safety plan and the project quality plan.
Regular reports are prepared by the on-site supervisors where required by our customers. Such
reports are reviewed by operations manager of our Group before submitting to our customers.

(l)

Support Services
In the course of the provision of our services, we provide the following support services:
(a)

To ensure seamless and efficient provision of our services, we set up a customer


relationship team to provide responsive 24-hours-a-day and 7-days-a-week hotline (+65
6366 3800) support to all our customers to respond to any feedback or concern they may
have.
87

GENERAL INFORMATION ON OUR GROUP


(b)

We have a team of technical personnel on 24-hours standby to fix any problems relating to
our vehicles and equipment or to resolve any customer complaints.

SALES
We have established a good reputation by consistently providing quality and value based services, and
our sales strategy is centred on bringing that message to our customers.
Our sales strategy is implemented through the following:
Dedicated Sales Team and Customer Relationship Management Team
Besides sourcing for new projects through public tenders based on advertisements in the mass media,
we have a dedicated sales team led by our CEO, Lee Cheng Chye that focuses on securing new
projects from private customers, as well as following up with our customers to obtain feedback and
strengthen our relationship with the customers. The sales team also maintains constant contact with
our previous, existing and potential customers to maintain and develop good relationships.
We have repeat businesses from our existing private customers as well as new referrals from our
existing network of customers which we believe attest to the level of customer satisfaction we can
deliver and the long standing relationships we have with our customers. Our sales team works closely
with our operations team and project team to determine price quotations and coordinate projects in
order to meet our customers needs and requirements.
Trade Events and Exhibitions
We participate in events organised by NEA and certain grassroot organisations, such as Clean and
Green Singapore and also in the National Recycling Day held annually. These are events organised by
the relevant government agencies to promote recycling and raise general public environmental
consciousness. We also participated in trade exhibitions such as the International Solid Waste
Association World Congress 2008 organised by the International Solid Waste Association.
Our participation in such events increases our profile and the general public awareness of our Group
regarding the services that we provide.
To keep abreast of the latest developments and trends in the provision of environmental solutions, in
particular, waste management services, our management attends trade exhibitions held in Singapore
and overseas, such as the International Solid Waste Association World Congress in 2008, and a trade
mission to Germany and Scotland led by NEA and the Waste Management and Recycling Association
of Singapore in 2010.
QUALITY ASSURANCE
We are committed to ensuring that our services meet internal quality standards as well as those
required by our customers.
Our quality assurance team carries out on-site inspection on a daily basis to ensure that the quality of
our services complies with our own stringent quality requirements as well as those of our customers.
As a general policy, the sub-contractors selected and appointed by us to carry out certain parts of our
projects are required to meet our quality control standards. Our quality assurance team also carries out
periodic inspection on the services rendered by our sub-contractors.
88

GENERAL INFORMATION ON OUR GROUP


For our waste collection services, our quality assurance team gathers feedback from our customers on
the quality and timeliness of our services. For our public waste collection services, our quality
assurance teams main focus is to ensure that our workers adhere to their schedule and that no
household or collection point is missed out in the daily collection of waste.
Our drivers and crew for all our waste collection services are subject to a system of rewards and
demerit points depending on their performance, timeliness of collection and general service quality. As
part of our quality assurance, we also emphasise to our waste collection drivers and crew the
importance of ensuring their safety as well as the safety of members of the public. To ensure
consistency in our service quality, our drivers and crew are rewarded with financial incentives based on
their performance at the end of each quarter.
For our cleaning and conservancy services, our quality assurance teams main focus is to ensure the
premises are cleaned in accordance with the expectations of our customers. Our quality assurance
team would carry out regular inspection of the premises to ensure proper cleanliness. We have also
instituted a rewards and demerit points system for our cleaning and street cleansing crew.
For our horticultural services, our quality assurance teams main focus is to ensure that horticultural
services are provided in accordance with customers requirements. Similarly, our quality assurance
team will carry out regular inspections of premises.
Our quality assurance team will carry out regular surveys with our customers to obtain their feedback
on our performance and will take appropriate action to address our customers concerns.
As a testament to our emphasis on and commitment to delivering high quality services, we have
received the following certifications:
Awarding
Organisation/
Certification
Body

Certification

Significance

Recipient

BS EN ISO
14001:2004

The environmental management


system complies with the
prescribed standards

800 Super

Anglo Japanese
American (AJA)
Registrars

24 October 2010 until


24 October 2013

ISO 9001:2008 The quality management system


for our provision of contract
cleaning,
conservancy
and
maintenance services complies
with the prescribed standards

YS Yong

Anglo Japanese
American (AJA)
Registrars

26 May 2010 until 25


May 2013

800 Super

Anglo Japanese
American (AJA)
Registrars

9 December 2010 until


8 December 2013

OHSAS
18001:2007

The management system of our


provision of waste disposal,
cleaning, conservancy, pest
control
landscaping
and/or
recycling services complies with
the prescribed standards

YS Yong

QEC International
Certification Ltd

10 September 2010
until 9 September 2013

800 Super

QEC International
Certification Ltd

9 September 2010 until


8 September 2013

Recognition for having a certified


WSH Management System

800 Super

Workplace Safety
and Health Council

22 September 2010
until 21 September
2013

bizSAFE Star
(Level 5)

89

Validity Period

GENERAL INFORMATION ON OUR GROUP


AWARDS
In 2010, we were awarded the NEA Cleaning Accreditation, which is a new voluntary accreditation
scheme for the cleaning industry by NEA. This award serves to give recognition to companies that
deliver high standards of cleaning through proper training of workers, use of proper equipment, and
good human resource practices.
800 Super was awarded the Enterprise 50 Award in 2010. Enterprise 50 Award is an annual ranking of
Singapores 50 most enterprising private companies, jointly organized by KPMG LLP (Singapore) and
The Business Times, with the support of the Infocomm Development Authority of Singapore,
International Enterprise Singapore, SPRING Singapore and the Singapore Business Federation, in
recognition of the contributions made by local enterprises.
INSURANCE
We have insurance policies covering amongst others, the following:
(a)

Workmens compensation and public liability insurance;

(b)

All risks insurance for our machinery and equipment;

(c)

Fire insurance for our leasehold buildings;

(d)

Motor vehicle insurance; and

(e)

Medical insurance for our foreign workers.

Our Directors believe that our insurance coverage under these insurance policies is adequate for our
Groups purposes.
PROPERTIES AND FIXED ASSETS
As at the Latest Practicable Date, we held the following leasehold estates granted by JTC:

Location
No. 17A Senoko Way
Singapore 758056

Use of Property

Land Area/
Build-in Area

Tenure

Annual
Ground
Rent
(S$000)

Head quarters and office

2,250 sq m/
1,502 sq m

30
years
commencing
1 January 1994 with an
option to renew for a further
term of 30 years

47

No. 2 Loyang Walk


Operations depot for
Loyang Industrial Estate storage and maintenance
Singapore 508785
of our vehicles and
equipment and MRF

2,580 sq m/
1,792 sq m

30 years commencing 1 May


1997 with an option to renew
for a further term of 25 years

53

90

GENERAL INFORMATION ON OUR GROUP


As at the Latest Practicable Date, we leased the following properties:

Use of
property

Location

Gross
leased
area

Lease period

Annual
rental
(S$000)

Lessor

Block 66 Woodlands Industrial


Park E9 Singapore 757834

MRF and
vehicle depot

3,960 sq m

3 years commencing
from 1 October 2008

173

HDB

Prototype Factory at 130


Woodlands Industrial Park E5
Singapore 757852

Vehicle depot

1,620 sq m

3 years commencing
from 1 December 2008

85

HDB

As at the Latest Practicable Date, we operated the following fleet of vehicles and equipment for our
operations:
Type of vehicles

Number of vehicles/equipment

Rear End Loaders

26

Hooklift Trucks

40

Mechanical Road Sweepers

Mechanical Pavement Sweepers

26

Mobile Refuse Compactors

185

Open Top Containers

160

Supporting Vehicles

93

Our waste collection equipment includes mobile garbage bins and open top containers. Our large fleet
of vehicles ensures that waste collection is not disrupted by vehicle breakdowns or maintenance.
We have in place a vehicle tracking system using global positioning system for our rear end loaders,
hooklift trucks and mechanical road sweepers to keep track of their geographical location, speed and
time. This is to allow us to monitor and ensure the timely collection of waste. In addition, in the event
of any vehicle breakdown, accident and/or traffic jam, we would be able to respond promptly and take
remedial action by deploying our other vehicles.
To the best of our Directors knowledge, there are no regulatory requirements that may materially affect
our utilisation of the above leased properties, apart from those discussed in the section entitled
General Information on our Group Government Regulations of this Offer Document.
As at 31 December 2010, our Groups fixed assets, consisting leasehold buildings, motor vehicles, bins
and containers, machinery, office equipment, computers, boat, furniture and fittings had an aggregate
net book value of approximately S$17.1 million.
INTELLECTUAL PROPERTY
We do not have any patent or license or trademark on which our business or profitability is materially
dependent. We have not paid or received any loyalties for any licence or use of any intellectual
property.

91

GENERAL INFORMATION ON OUR GROUP


LICENCES AND PERMITS
As at the Latest Practicable Date, the licences and permits which we have obtained from the relevant
authorities are as follows:
Licensee/
Permit Holder

Type of Licence/Permit

Authority

Validity Period/
Expiry Date

Public waste collector licence to provide refuse


collection services to domestic and trade
premises for the Ang Mo Kio Toa Payoh
sector

800 Super

NEA

1 July 2006 until


31 December 2013

Permit for collection of recyclable waste within


Ang Mo Kio Toa Payoh sector

800 Super

NEA

1 July 2006 until


31 December 2013

General waste collector licence

800 Super

NEA

20 June 2011 until


30 June 2012

Certificate of Registration for vector control


operator

YS Yong

NEA

1 August 2008 until


31 July 2012

Class 2 General Builder licence that allows 800


Super to undertake general building projects in
Singapore of S$6 million or less in contract value

800 Super

BCA

29 June 2012

As at the Latest Practicable Date, our Group was registered with the contractors registry of the BCA
for the following categories:

Category of Registration

Registered
Contractor

Expiry Date

BCA Grade/Tendering Capacity

General Building (CW01)

800 Super

1 May 2014

C1/Such registration allows 800 Super to


tender for public sector projects in Singapore
in this category of up to S$4.0 million in
contract value

Housekeeping, Cleansing,
Desilting and Conservancy
Services (MW02)

800 Super

1 May 2014

L6/Unlimited Such registration allows 800


Super to tender for public sector projects in
Singapore in this category of any value and
without any limitation to contract value

YS Yong

1 December 2012

L5/Such registration allows YS Yong to


tender for public sector projects in Singapore
in this category of up to S$13.0 million in
contract value

800 Super

1 May 2014

L4/Such registration allows 800 Super to


tender for public sector projects in Singapore
in this category of up to S$6.5 million in
contract value

YS Yong

1 December 2012

L2/Such registration allows YS Yong to


tender for public sector projects in Singapore
in this category of up to S$1.3 million in
contract value

800 Super

1 May 2014

L1/Such registration allows 800 Super to


tender for public sector projects in Singapore
in this category of up to S$0.65 million in
contract value

Landscaping (MW03)

Pest Control (MW04)

92

GENERAL INFORMATION ON OUR GROUP

Category of Registration

Registered
Contractor

Expiry Date

BCA Grade/Tendering Capacity

YS Yong

1 December 2012

L2/Such registration allows YS Yong to


tender for public sector projects in Singapore
in this category of up to S$1.3 million in
contract value

To the best of our Executive Directors knowledge, our Group has obtained all the necessary business
licences and permits for our business operations. As at the Latest Practicable Date, none of the
aforesaid licences and permits had been suspended, revoked or cancelled and to the best of our
knowledge and belief, we were not aware of any facts or circumstances which would cause such
licences and permits to be suspended, revoked or cancelled as the case may be, or for any applications
for, or renewal of, any of these licences and permits to be rejected by the relevant authorities.
GOVERNMENT REGULATIONS
We are in compliance with all applicable laws and regulations in Singapore which are material to our
business operations. Please see Appendix G of this Offer Document for a summary of the key laws and
regulations applicable to us and a summary of our past breaches of laws and regulations. Save as
disclosed in Appendix G, our business operations are not subject to any special legislation and/or
regulatory controls other than those generally applicable to companies and business incorporated or
operating in Singapore.
In the course of our Groups operations, we have in the past breached or were not in compliance with
the following laws that were material in the context of our Groups operations:
(a)

certain provisions of the Road Traffic Act in relation to our motor garbage wagon transporting
waste matter in excess of the maximum laden weight allowed;

(b)

certain provisions of the Employment Act in relation to certain of our workers working in excess
of the maximum working hours prescribed in the Employment Act and not being paid the correct
amount for work performed on rest days and public holidays;

(c)

the Employment of Foreign Manpower Act as we have deployed and employed our foreign
workers in an illegal manner;

(d)

the Workplace Safety and Health Act as we failed to implement an effective traffic management
plan, failed to provide a secure foothold and handhold to ensure the safety of any person who has
to work at a place from which he would be liable to fall a distance of more than 2 metres and failed
to ensure the secure storage of goods, articles and substances in a factory to prevent their
collapse; and

(e)

the Environmental Public Health (General Waste Collection) Regulations as we failed to ensure
that sullage water from some of our vehicles was not spilled onto the road.

For FY2008, FY2009, FY2010, HY2011 and for the period from 1 January 2011 to 31 May 2011, the
aggregate amounts of fines and composition payments that we paid for breaches of applicable safety
and other regulations amounted to approximately S$7,400, S$13,900, S$43,400, S$9,900 and S$8,600
respectively.

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GENERAL INFORMATION ON OUR GROUP


RESEARCH AND DEVELOPMENT
Our Group does not undertake any research and development activities.
MAJOR CUSTOMERS
Our customers include government departments and statutory bodies, institutions, commercial and
industrial customers and individual households.
The following table sets forth our customers accounting for 5% or more of our total revenue for the
Period Under Review.
Major Customers
FY2008
(%)
SP Services Ltd(1)

27.3

As a percentage of total revenue


FY2009
FY2010
HY2011
(%)
(%)
(%)
25.9

NEA

0.1

n.m.

MOE

17.7

17.1

(2)

23.2

22.5

5.5

6.2

15.2

14.0

Notes:
(1)

SP Services Ltd acts on our behalf, as our collection agent to collect the services fees for the provision of our waste
management services from our end-customers, including the individual households, institutions, and commercial and
industrial premises. The percentages disclosed above represent the aggregate payments collected from them. None of
these end-customers individually contributes more than 5% of our total revenue for each of the past three financial years.
The waste management services provided by us was in connection with a public waste collection contract awarded to us
by NEA in September 2005, for the collection, removal and transport of refuse or any waste from designated domestic and
trade premises in the Ang Mo KioToa Payoh sector. NEA is the authority that awards public waste collection contracts.

(2)

n.m. means not meaningful.

Revenue contribution from SP Services Ltd decreased from 25.9% in FY2009 to 23.2% in FY2010 due
to an increase in our Groups revenue from FY2009 to FY2010. The increase in the Groups revenue
was contributed by the increase in our service fees when certain of our contracts were renewed as well
as new projects secured.
Revenue contribution from NEA increased from 0.1% in FY2008 to 5.5% in FY2010. This was because
we had in FY2010 secured a street cleansing contract for the North East district from NEA.
Revenue contribution from MOE decreased from 17.1% in FY2009 to 15.2% in FY2010 due to an
increase in our Groups revenue from FY2009 to FY2010, despite the increase in dollar value of such
revenue from MOE from FY2009 to FY2010.
Save as disclosed above in respect of our major customers, as at the Latest Practicable Date, our
business and profitability were not materially dependent on any one of our customers.
To the best of our Directors knowledge, as at the Latest Practicable Date, we were not aware of any
information or arrangement which would lead to a cessation or termination of our relationships with any
of our existing major customers.
None of our Directors or Substantial Shareholders and the Associates of our Directors and Substantial
Shareholders has any interest, direct or indirect, in any of our major customers listed above.
Our sales are not affected by seasonality.

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GENERAL INFORMATION ON OUR GROUP


MAJOR SUPPLIERS
Our purchases include purchases of supplies, waste disposal charges, sub-contractor charges and
employee benefits expenses (Total Purchases). The following table sets forth our supplier accounting
for 5% or more of our Total Purchases for the Period Under Review.
Major Supplier

NEA

Services Provided

As a percentage of our Total Purchases


FY2008
FY2009
FY2010
HY2011
(%)
(%)
(%)
(%)

Waste disposal charges

38.8

37.5

35.3

36.4

Waste disposal charges paid to NEA as a percentage of our Total Purchases decreased from 37.5% in
FY2009 to 35.3% in FY2010 due to an increase in our Total Purchases from FY2009 to FY2010, in line
with the increase in our Groups revenue from FY2009 to FY2010. This was despite an increase in the
dollar value of waste disposal charges paid to NEA from FY2009 to FY2010.
Arising from the application of the Environmental Public Health Act which prohibits illegal dumping and
the requirements of its subsidiary regulations including Environmental Public Health (General Waste
Collection) Regulations and Environmental Public Health (Public Cleansing) Regulations, as well as
applicable codes of practice, all non-recyclable waste collected that are incinerable must be disposed
of at public disposal facilities maintained and operated by NEA or such other authorised disposal
facilities or refuse transfer station and all non-recyclable waste collected that are non-incinerable must
be disposed of at an authorised refuse dumping ground. As at the Latest Practicable Date, there were
a total of four disposal facilities in Singapore that are regulated by NEA. The Tuas Incineration Plant and
the Tuas South Incineration Plant are operated by NEA, while the Senoko Waste-to-Energy Plant and
the Keppel Seghers Tuas Waste-to-Energy Plant are privately operated. NEA also operates a refuse
transfer station in Singapore, known as the Tuas Marine Transfer Station. Such disposal of waste at the
disposal facilities or the refuse transfer station set out above is subject to payment of prescribed
disposal charges in accordance with the Environmental Public Health (Public Cleansing) Regulations.
Currently, there is only one landfill ground in Singapore and it is an offshore landfill ground, known as
Semakau Landfill which is operated by NEA. NEA imposes charges for waste disposal at the Semakau
Landfill.
Waste collected by us is disposed of at the incineration plants and landfill ground. As such, we pay
disposal charges based on the weight of waste we dispose of.
Save as disclosed above in respect of our major supplier, as at the Latest Practicable Date, our
business and profitability were not materially dependent on any one of our suppliers.
We do not have any long term supply contracts with any of our suppliers. To the best of our Directors
knowledge, as at the Latest Practicable Date, we were not aware of any information or arrangement
which would lead to a cessation or termination of our relationships with our existing major supplier.
None of our Directors or Substantial Shareholders and the Associates of our Directors and Substantial
Shareholders has any interest, direct or indirect, in our major supplier set out above.

95

GENERAL INFORMATION ON OUR GROUP


CREDIT POLICY
Credit Policy to Our Customers
Our services are generally provided on credit terms. In general, we normally extend to our customers
credit ranging from 30 to 90 days, on a case by case basis. We grant credit terms and limits according
to the reputation, credit worthiness, size of orders, frequency of purchase, payment history and years
of relationship we have with the customer.
Our invoices are issued to our customers upon delivery of our services or validation of our services and
we review the outstanding debtors list and credit terms granted on a regular basis and expedite
collection where necessary.
Our average trade receivables turnover days for the Period Under Review were as follows:

Average trade receivables turnover (days)(1)

FY2008

FY2009

FY2010

HY2011

61

60

63

68

Note:
(1)

Average trade receivables turnover days = (simple average of the opening and closing trade receivables balance/total
revenue) x number of days
Where:
number of days is defined as the number of calendar days in the relevant financial year/period.

At present, we do not have any policy of making general provisions for doubtful debts. We perform
ongoing credit evaluation of our debtors financial condition and make specific allowances for
impairment of trade receivables based on the expected collectibility of our receivables and when the
ability to collect an outstanding debt is in doubt. Accordingly, we may also write off an outstanding debt
when we are certain that the customer is not able to meet its financial obligations to us.
Our allowance for impairment of trade receivables as well as bad debts written off for the Period Under
Review were as follows:
FY2008

FY2009

FY2010

HY2011

Allowance for impairment of trade receivables (S$000)

11.4

153.9

As a percentage of Groups revenue (%)

n.m.

0.4

Bad debts written off (S$000)

11.0

143.3

52.7

22.2

As a percentage of Groups revenue (%)

n.m.

0.2

0.1

0.1

Note:
(1)

n.m. means not meaningful.

Our Directors are of the view that our allowance for impairment of trade receivables and bad debts
written off are adequate. To the best of their knowledge, our Directors are not aware of any information
or development, which may require us to make additional allowance for impairment of trade
receivables.

96

GENERAL INFORMATION ON OUR GROUP


Credit Policy from Our Suppliers
Payment terms granted by our suppliers and sub-contractors vary depending on, inter alia, our
relationship with the suppliers and sub-contractors as well as the size of the projects. The credit terms
granted by our suppliers and sub-contractors are generally between 30 and 90 days.
Our average trade payables turnover days for the Period Under Review are as follows:

Average trade payables turnover (days)

(1)

FY2008

FY2009

FY2010

HY2011

55

54

51

47

Note:
(1)

Average trade payables turnover days = (simple average of the opening and closing trade payables balance/Total
Purchases) x number of days
Where:
number of days is defined as the number of calendar days in the relevant financial year/period.

INVENTORY MANAGEMENT
Due to the nature of our business, we do not carry any inventory. In cases where we undertake projects,
we typically order such amount of materials as is required for that particular project.
STAFF TRAINING
We are committed to delivering high quality services to our customers. Our employees are therefore a
very important resource and play a crucial role towards our continued success.
Internal Training Policies
Our employees are required to undergo in-house orientation to familiarise themselves with our
corporate vision, service quality standards, policies and procedures. On-the-job training is provided to
new employees to equip them with the necessary working knowledge and practical skills to perform
their tasks. The training of our employees varies in accordance with the job requirements and needs
of each department. In addition, our employees are encouraged to attend both internal and external
workshops and seminars to acquire new skills to improve their job competency.
Our Projects Manager, Lee Chuan Heng will also keep our management and supervisors of each
department updated on any industry specific knowledge, including new laws and regulations that affect
our business and changes in risk management, work safety and service quality standard requirements.
External Training Policies
We believe it is particularly important for our sales team to keep abreast of market developments and
trends. Accordingly, we encourage our sales team to attend trade exhibitions and seminars whenever
such opportunities arise.

97

GENERAL INFORMATION ON OUR GROUP


Our waste management teams are required to undergo training courses and tests to ensure that they
receive certifications under the National Skill Recognition Scheme in order to provide waste collection
services competently. Our cleaning staff undergoes training for the provision of cleaning services in
public and private sectors in Singapore and attends courses conducted by NTUC LearningHub Pte Ltd
under the Environmental Cleaning Workforce Skills Qualifications Scheme, which is a national
continuing education and training scheme for the cleaning industry, developed by the Singapore
Workforce Development Agency to raise the skill level, productivity and professionalism of cleaners.
Our horticultural teams undergo training under the Landscape Workforce Skills Qualifications System,
which is jointly developed by the Singapore Workforce Development Agency, NPB and the landscape
industry, spearheaded by the Singapore Landscape Industry Council.
From time to time, our management team attends external courses and seminars organised by external
parties such as the Waste Management and Recycling Association of Singapore, to keep themselves
updated on the latest developments in the industries that our Group operates in, including service
standards and regulatory requirements. Our management team also attends overseas trade fair to
ensure that they keep abreast of the innovations in water and sewage treatment, as well as waste and
raw material management.
Our staff training cost as a percentage of our revenue for each of FY2008, FY2009, FY2010 and
HY2011 comprise less than 1.0%.
COMPETITION
The waste management, cleaning and conservancy and horticulture industries in which we operate in
are highly competitive. We believe that we compete with our competitors on quality of service,
timeliness of service delivery, pricing and track record.
Waste Management Services
To the best of our Directors knowledge, companies which we consider as our main competitors are
SembWaste Pte Ltd, Veolia ES Singapore Pte Ltd and Colex Holdings Ltd. These companies provide
general and public waste collection services in Singapore.
Cleaning and Conservancy Services
The cleaning industry we operate in is highly fragmented with low barriers to entry. Our Directors
believe that there are more than 1,000 cleaning companies in Singapore.
Street Cleansing Services
Companies engaged in public street cleansing services must possess BCA Grade L5 or above in the
MW02 (housekeeping, cleansing, desilting and conservancy services) workhead under the contractors
registry administered by the BCA. In this regard, we consider Ramky Cleantech Services Pte Ltd and
Purechem Veolia Environmental Services Pte Ltd as our competitors.
Horticultural Services
The horticultural industry we operate in is also highly fragmented with low barriers to entry. Our
Directors believe that there are more than 200 companies of various sizes and scale in Singapore
which provide horticultural services.
98

GENERAL INFORMATION ON OUR GROUP


COMPETITIVE STRENGTHS
We are a comprehensive one-stop environmental solutions provider
We are a comprehensive one-stop environmental solutions provider and are able to provide our
customers with a comprehensive range of services which covers waste disposal, recycling, cleaning
and conservancy and horticultural services. With a comprehensive range of services, we are able to
cater to the wide spectrum of demands and requirements of our customers and provide benefits
including cost-savings and convenience for our customers. This is in line with our commitment to
provide our customers with cost effective, convenient and high quality solutions.
We provide quality services
We have implemented stringent quality control and proper operational procedures in our work
processes.
We constantly upgrade our capabilities. As at 14 June 2011, we were the only company in Singapore
awarded with the MW02 L6 qualification from BCA in respect of the provision of housekeeping,
cleansing, desilting and conservancy services. The MW02 L6 qualification allows us to bid for tenders
for such types of projects regardless of the project value.
The Group has set up a 24-hour customer hotline that is manned by our customer relationship
management representatives. The hotline is set up for the purposes of garnering feedback from our
customers and shortening our reaction time to any situation that has arisen and requires our attention.
We believe that our customer-oriented approach provides us with an added advantage over our
competitors and promotes goodwill between our customers and us.
In 2002, as recognition of our commitment towards providing quality services, the Company received
the ISO 9001:2000 certification in respect of the provision of general waste disposal and cleaning
services. Also, we further obtained the BS EN ISO 14001:1996 certification for our environmental
management system in respect of the provision of general waste disposal services. We have, over the
years, also received awards and certifications from various institutions. For further details, please refer
to the sections on General Information on our Group Awards and General Information on our
Group Quality Assurance of this Offer Document.
We have a wide and diversified customer base
The Group provides waste management, cleaning and conservancy services to both public and private
sector customers in various industries such as schools, factories, airport, hotels, commercial offices,
shopping complexes and private residential properties.
Such diversity in customer base enables our Group to avoid reliance on any one type of customer. We
are also able to gain knowledge on service requirements peculiar to different customers which helps
our Group bid more competitively for future projects.
We have a proven track record
We believe that our track record of ongoing and completed private and public projects is a testament
to our position as an established and integrated environmental solutions provider. In addition, most of
our major contracts are secured through tender where we compete against other established
participants in the industry. Please see the section entitled General Information on our Group Major
Projects of this Offer Document for a list of our major ongoing and completed projects.

99

GENERAL INFORMATION ON OUR GROUP


We have an experienced management team
We have a strong and dedicated management team led by our Executive Directors who oversee the
overall business strategy, corporate development and business growth of our Group. Our Executive
Directors possess in-depth knowledge of our business and understand our customers needs and
requirements and have established strong relationships with our customers and suppliers. Each of our
Executive Directors has more than 20 years of experience in the waste management and cleaning
industry. Our Executive Directors are supported by experienced Executive Officers, most of whom have
over 10 years of experience in their respective fields. The length and scope of their experience has
provided our Group with a well-balanced management team. For details of our Executive Directors and
Executive Officers, please refer to the section entitled Directors, Management and Staff of this Offer
Document.
INDUSTRY OVERVIEW
The waste management industry in Singapore is highly fragmented. There is stiff competition and low
barriers to entry. Based on the list of licensed general waste collectors published by NEA on its website,
there were, as at 31 December 2010, 334 registered general waste collectors. We differentiate
ourselves from other waste collectors by providing a full suite of services, including cleaning, waste
collection, recycling and horticultural services. Although the waste management industry is generally
fragmented, larger companies such as us, SembWaste Pte Ltd, Veolia ES Singapore Pte Ltd and Colex
Holdings Ltd dominate the market due to the benefits of economies of scale. The profitability of
individual companies depends on the efficiency of their operations. General waste collectors, who are
financially sound, technically competent and who possess the necessary experience and track record,
may apply for pre-qualification to tender for public waste collection contracts for any one of the nine
sectors in Singapore designated by NEA. Upon being awarded such public waste collection contract,
the general waste collector will be designated by NEA as a public waste collector licensee. As at the
Latest Practicable Date, only 4 of the registered general waste collectors were public waste collector
licensees, and we are one of them.
Waste management services include a whole range of activities, from collection to transportation and
disposal of solid and non-hazardous waste. Recyclable waste is sorted out from non-recyclable waste
prior to disposal. The latter is disposed of in landfills or incinerated prior to disposal in landfills. In 2010,
approximately 58% of waste is recycled, 40% of waste is incinerated and 2% of waste is landfilled.1 It
is part of government regulations that all incinerable waste collected by general waste collectors are to
be sent to incineration plants at Tuas or Senoko. As incineration charges and labor costs form the bulk
of the expenses in this industry, larger companies are able to reduce their incineration expenses by
reducing the amount of waste sent for incineration as they often have vertically integrated operations
that include sorting of recyclable waste from non-recyclable ones.
The cleaning industry we operate in is highly fragmented with low barriers to entry. Our Directors
believe that there are more than 1,000 cleaning companies in Singapore.

Information and statistics are extracted from the website of MEWR at http://app.mewr.gov.sg. Accessed on 14 June 2011.
MEWR has not consented to the inclusion of the relevant information and statistics and is thereby not liable for the relevant
information and statistics under Sections 253 and 254 of the SFA. Our Directors are aware that MEWR does not guarantee
or assume responsibility that the information and statistics on its website are accurate, adequate, current or reliable, or may
be used for any other purpose other than for general reference. While our Company has taken reasonable action to ensure
that the relevant information and statistics are reproduced in its proper form and context, and that the information and
statistics are extracted accurately and fairly, all other parties and ourselves have not conducted an independent review of
the information and statistics and have not verified the accuracy of the information and statistics.

100

GENERAL INFORMATION ON OUR GROUP


PROSPECTS
Demand for waste management services depends on the volume of waste generated, which is broadly
determined by population growth, economic conditions, consumer lifestyle and standard of living.
According to forecasts by the International Monetary Fund, the population of Singapore is estimated to
grow at approximately 2.0% annually from approximately 5.1 million1, 4 in 2010 to approximately 5.3
million2,4 in 2012, while the gross domestic product of Singapore is forecasted to increase from
approximately S$303.7 billion in 2010 to approximately S$347.0 billion in 2012.2, 4 Another factor which
will contribute to the growth of the industry is the implementation of environmental initiatives by
regulatory authorities. For instance, in October 2010, the Singapore Government announced that it will
be stepping up the frequency of recyclable waste collection in a bid to improve the rate of recycling in
Singapore.
Under the new public waste collection contract for the Pasir RisTampines sector, recycling bins are to
be placed at each HDB block, instead of one bin for every five HDB blocks, and recyclables will be
collected from HDB residents daily, instead of fortnightly. Industry players believe this could set a
precedent for future public waste collection contracts for other zones in Singapore.3, 4 Initiatives such
as this will stimulate greater demand for the Companys waste management services.
We believe that the same factors contributing to the demand of the waste management services will
also contribute to growth in the demand for cleaning and conservancy services in Singapore.
TREND INFORMATION
Based on our Directors knowledge of the industry and experience, our Directors have observed the
following trends:
(a)

We expect that the prices at which we are able to tender for our projects to increase in line with
Singapores general economic conditions and higher operating costs. Our Executive Directors
have also noticed a trend where increasing focus is given to the quality and content of services
provided in the evaluation of public tenders, allowing us to bid for tenders at a higher price.

(b)

We expect our cost of operations, comprising principally labour costs, to continue to increase in
line with general inflation, changes in government policies and regulations and general economic
conditions. We expect that this will be offset to a certain extent by the following factors:
(i)

the higher prices at which projects are tendered;

Information and statistics are extracted from the website of the Singapore Department of Statistics at
http://www.singstat.gov.sg/stats/themes/people/hist/popn.html. Accessed on 14 June 2011.
Information and statistics are extracted from the database known as World Economic Outlook Database published by the
International Monetary Fund on 11 April 2011 on its website at http://www.imf.org. Accessed on 14 June 2011.
Information is extracted from the article entitled Recycling set to get easier for residents. More frequent waste collection and
more bins. published in the Sunday Times by the Singapore Press Holdings Ltd. on 24 October 2010.
The Singapore Department of Statistics, International Monetary Fund and Singapore Press Holdings Ltd. have not provided
their respective consent to the inclusion of the relevant information and are thereby not liable for the relevant information
under Sections 253 and 254 of the SFA. Our Directors are aware that the Singapore Department of Statistics, International
Monetary Fund and Singapore Press Holdings Ltd. do not guarantee or assume responsibility that the information and
statistics on their website or newspaper are accurate, adequate, current or reliable, or may be used for any other purpose
other than for general reference. While our Company has taken reasonable action to ensure that the relevant information
and statistics are reproduced in its proper form and context, and that the information and statistics are extracted accurately
and fairly, all other parties and ourselves have not conducted an independent review of the information and statistics and
have not verified the accuracy of the information and statistics.

101

GENERAL INFORMATION ON OUR GROUP

(c)

(ii)

the trend of recent tenders for public waste collection containing a price adjustment
mechanism to account for the effect of inflation; and

(iii)

improvement in our efficiency in public and general waste collection due to increasing
mechanisation of our operations and better management of our public waste collection
operations, such as through better planning of our waste collection routes.

We expect the demand for our services to increase in line with expected population growth,
general economic growth and the resultant increase in total waste output in Singapore.

In FY2009 and FY2010, pursuant to the Jobs Credit Scheme which was introduced in the Singapores
Budget Statement for 2009, our Group received a cash grant, which was based on the CPF
contributions we have made for our then existing employees, from IRAS in the amounts of S$0.8 million
and S$1.2 million respectively, which was used to offset our employee benefits expense. This scheme
has ceased since 30 June 2010. With the cessation of this scheme, our employee benefits expense
would increase for FY2011. As such, notwithstanding the observations above, our Executive Directors
expect that this increase in our employee benefit expense will result in our profit attributable to
shareholders for FY2011 to be less than that for FY2010.
Save as disclosed above and in the section entitled Risk Factors of this Offer Document and barring
any unforeseen circumstances, our Directors are not aware of any significant recent trends in sales,
and in the costs and selling prices of services, or other known trends, uncertainties, demands,
commitments or events that are reasonably likely to have a material effect on net sales or revenues,
profitability, liquidity or capital resources, or that would cause financial information disclosed in this
Offer Document to be not necessarily indicative of our future operating results or financial condition.
Your attention is also drawn to the section entitled Cautionary Note Regarding Forward-Looking
Statements of this Offer Document.
ORDER BOOK
As at the Latest Practicable Date, we have approximately S$136.5 million of contracts secured in
respect of our waste management, cleaning and conservancy, and horticultural business. The contracts
may span more than one financial year. The values of certain of our contracts are subject to change
depending on the extent of actual services rendered.
BUSINESS STRATEGIES AND FUTURE PLANS
Expand our material recovery capacity and the capacity of our vehicle depot
Currently, we have two existing MRFs for the separation of waste we collected into different waste
streams and recovery of recyclable materials for reuse and recycling, one at 66 Woodlands Industrial
Park and one at 2 Loyang Walk. These two premises are also used as vehicle depot for storage and
maintenance of our vehicles. As at the Latest Practicable Date, our two MRF plants have the capacity
to separate and process over 50 tonnes of recyclable materials each day. For HY2011, our average
utilisation rate for the two plants amounted to approximately 80% of our maximum capacity.

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GENERAL INFORMATION ON OUR GROUP


In Singapore, according to the Key Environmental Statistics 2011 published by MEWR, the total waste
output has increased from approximately 5.60 million tonnes in 2007 to approximately 6.52 million
tonnes in 2010.1 Based on the above, we anticipate that there will be an increase in the amount of
waste generated in Singapore which may lead to an increase in the demand for our waste management
services. As such, we envisage that a larger capacity for the sorting of waste and recovery of
recyclables, as well as a larger vehicle depot capacity will be required to meet the increasing demand.
We plan to acquire a premise for use as a MRF to reduce the amount of waste disposed of and
maximise recovery of recyclables from waste as part of our commitment to ensure Singapores
environmental sustainability, and as a vehicle depot to expand the capacity of our vehicle depot.
In the Singapore Green Plan 2012, a Singapore blueprint published by MEWR, MEWR has set down
a 60% recycling rate target to be met by 2012.2 According to the Key Environmental Statistics 2011
published by MEWR, out of the 6.52 million tonnes of waste generated in 2010, only 58% of the waste
has been recycled.1 We anticipate that the new MRF will be able to process over 30 tonnes of
recyclable materials each day. With the reduction in waste disposed of, we are able to realise savings
on our disposal charges. Our profitability will also benefit from an increase in our sales of recyclables
to other recycling companies for reuse and recycling.
We intend to utilise approximately S$2.0 million of the Placement proceeds to part finance the above
acquisition of new premises for use as a MRF plant and vehicle depot. We intend to utilise internal
funds and bank borrowings to finance the balance of approximately S$4.5 million for such acquisition.
Enhance the efficiency of our services and capacity by acquiring additional vehicles and
equipment, and upgrading our existing facilities
At present, we undertake waste management and cleaning and conservancy works with the use of a
combination of manual and mechanical means. To meet the increasing demand for our services, we
intend to improve efficiency of our services and capacity by acquiring more vehicles and equipment in
line with our move towards the mechanisation of our services and the upgrading of our existing
facilities. We expect to utilise approximately S$1.5 million of the Placement proceeds to fund the
purchase of these vehicles and equipment and the upgrade of our existing facilities.

Information and statistics are extracted from the website of MEWR at http://app.mewr.gov.sg. Accessed on 14 June 2011.
MEWR has not consented to the inclusion of the relevant information and statistics and is thereby not liable for the relevant
information and statistics under Sections 253 and 254 of the SFA. Our Directors are aware that MEWR does not guarantee
or assume responsibility that the information and statistics on its website are accurate, adequate, current or reliable, or may
be used for any other purpose other than for general reference. While our Company has taken reasonable action to ensure
that the relevant information and statistics are reproduced in its proper form and context, and that the information and
statistics are extracted accurately and fairly, all other parties and ourselves have not conducted an independent review of
the information and statistics and have not verified the accuracy of the information and statistics.
Information and statistics are extracted from the Singapore Green Plan 2012(2006 edition) published by MEWR in
February 2006. MEWR has not consented to the inclusion of the relevant information and statistics and is thereby not liable
for the relevant information and statistics under Sections 253 and 254 of the SFA. Our Directors are aware that MEWR does
not guarantee or assume responsibility that the information and statistics in its report are accurate, adequate, current or
reliable, or may be used for any other purpose other than for general reference. While our Company has taken reasonable
action to ensure that the relevant information and statistics are reproduced in its proper form and context, and that the
information and statistics are extracted accurately and fairly, all other parties and ourselves have not conducted an
independent review of the information and statistics and have not verified the accuracy of the information and statistics.

103

GENERAL INFORMATION ON OUR GROUP


Venture into waste treatment and renewable energy business
According to the annual report 2009/2010 issued by the Energy Market Authority, about 80% of
Singapores electricity is generated using the natural gas from Malaysia and Indonesia and the increase
in the average household consumption of electricity from approximately 434 kilowatt-hours in January
2010 to approximately 515 kilowatt-hours in April 2010 represents an increase of 18.7% as compared
to the corresponding period of preceding year.1 According to the statement of opportunities for the
energy industry in Singapore 2009 issued by the Energy Market Authority, the Energy Market Authority
forecasts that electricity demand is expected to increase at an annual rate of between 2.5% and 3%
between 2009 and 2018.2
Based on the above, we believe that there will be an increase in the demand for electricity in Singapore.
In view of such market potential in the treatment of waste into renewable energy, we intend to venture
into the waste treatment and renewable energy business in the next few years. This is in line with our
commitment to provide integrated waste management solutions and is part of our continuous effort to
promote waste minimisation and recycling. Whilst we have yet to venture into the treatment of waste
into renewable energy, nonetheless, we will, if necessary, seek our shareholders approval for such
venture into the waste treatment and renewable energy business in compliance with the Catalist Rules.
Focus on public sector projects
Currently, we derive a significant portion of our revenue from government departments and statutory
bodies, such as MOE and NEA. For FY2008, FY2009, FY2010 and HY2011, revenue derived from
government departments and statutory bodies accounted for 38.3%, 42.1%, 47.2% and 43.2%
respectively of our total revenue for each of these years.
As such, we intend to continue to focus on public sector projects as these projects provide longer term
revenue stability and our participation in these projects will increase our profile. To achieve this, we will
enhance our sales efforts on securing more public sector projects and continue to improve our service
and quality standards.

Information and statistics are extracted from the Annual Report 2009/2010 published by the Energy Market Authority of
Singapore. The Energy Market Authority of Singapore has not consented to the inclusion of the relevant information and
statistics and is thereby not liable for the relevant information and statistics under Sections 253 and 254 of the SFA. Our
Directors are aware that the Energy Market Authority of Singapore does not guarantee or assume responsibility that the
information and statistics in its report are accurate, adequate, current or reliable, or may be used for any other purpose other
than for general reference. While our Company has taken reasonable action to ensure that the relevant information and
statistics are reproduced in its proper form and context, and that the information and statistics are extracted accurately and
fairly, all other parties and ourselves have not conducted an independent review of the information and statistics and have
not verified the accuracy of the information and statistics.
Information and statistics are extracted from the Statement of Opportunities for the Energy Industry 2009 published by the
Energy Market Authority of Singapore on 17 November 2009. The Energy Market Authority of Singapore has not consented
to the inclusion of the relevant information and statistics and is thereby not liable for the relevant information and statistics
under Sections 253 and 254 of the SFA. Our Directors are aware that the Energy Market Authority of Singapore does not
guarantee or assume responsibility that the information and statistics in its statement are accurate, adequate, current or
reliable, or may be used for any other purpose other than for general reference. While our Company has taken reasonable
action to ensure that the relevant information and statistics are reproduced in its proper form and context, and that the
information and statistics are extracted accurately and fairly, all other parties and ourselves have not conducted an
independent review of the information and statistics and have not verified the accuracy of the information and statistics.

104

GENERAL INFORMATION ON OUR GROUP


Expand into overseas market
We have taken steps to leverage on our experience and track record in the waste management and
cleaning industries to establish a presence overseas. We have established a planning team to examine
the possibility of venturing into the overseas markets.
Continue to focus on operational excellence
Our Group will continue to control our operational and project management processes to ensure that
we deliver cost competitive and high quality services that meet or exceed customer expectations. While
we believe the quality control processes which we currently have in place are adequate and have
assured the quality of our services, we will continue to review our quality control processes, as well as
our operational and project management processes and sales model, and improve them where
necessary.
Explore opportunities in strategic investments or alliances and acquisitions
In order to diversify our range of services and expand our business, we intend to enter into strategic
investments or alliances and/or acquire businesses in related fields, when opportunities arise and
subject to commercial viability. To date, we have not identified any specific investments or acquisition
targets. Should such opportunities arise, we will seek approvals, where necessary, from our
Shareholders and the relevant authorities as required by the prevailing rules and regulations. Should
such need arise, we will fund such expansion from internally generated funds and/or future external
fund raising activities.

105

INTERESTED PERSON TRANSACTIONS


Transactions between our Group and any interested persons (namely, our Directors, CEO or any of our
Controlling Shareholders or the Associates of such persons) are generally known as interested person
transactions. Save as disclosed below and under the sections entitled Restructuring Exercise,
Directors, Management and Staff Service Agreements and General Information on Our Group
History of this Offer Document, none of our Directors, CEO, Controlling Shareholders or Associates of
any such Director, CEO or Controlling Shareholder was or is interested, directly or indirectly, in any
material transaction undertaken by our Group during the Period Under Review, and for the period from
1 January 2011 and up to the Latest Practicable Date.
INTERESTED PERSONS
INTERESTED PERSONS

RELATIONSHIP WITH OUR GROUP

HY Construction Pte. Ltd.


(HY Construction)

HY Construction is a company established on 30 June 2007 in


Singapore. HY Construction is principally engaged in building
construction works. Our CEO, Lee Cheng Chye was
previously a director and controlling shareholder of HY
Construction. Accordingly, HY Construction was an Associate
of our CEO, Lee Cheng Chye.

HSKY Engineering

HSKY Engineering is a sole-proprietorship owned and set up


by our Controlling Shareholder, Lee Hock Seong in Singapore
in June 2003. As at the Latest Practicable Date, HSKY was not
engaged in any business activity.

Jia Chiang Enterprises Co


(Jia Chiang)

Jia Chiang was a partnership formed and registered on 5


March 1981 in Singapore which has ceased its business on 5
March 2009. Jia Chiangs then principal business was the
provision of conservancy, cleaning and waste disposal
services before its cessation. Our Executive Chairman, Lee
Koh Yong and our Controlling Shareholder, Lee Hock Seong
had been the partners of Jia Chiang since 15 March 2005 until
the cessation of the partnership. Accordingly, Jia Chiang was
an Associate of our Executive Chairman, Lee Koh Yong and
our Controlling Shareholder, Lee Hock Seong.

SP Corporate Advisory

SP Corporate Advisory, a sole-proprietorship set up in


Singapore, is principally engaged in the provision of corporate
restructuring and advisory services.
Our Non-Executive Director, Foo Shiang Ping, is the owner of
SP Corporate Advisory.

Yong Seong Transport &


Cleaning Services
(Yong Seong)

Yong Seong was a partnership formed and on 16 July 1988 in


Singapore which has been terminated on 1 May 2010. Yong
Seong was principally engaged in the provision of waste
disposal services and cleaning services. Our Executive
Chairman, Lee Koh Yong and our Controlling Shareholder, Lee
Hock Seong had been the partners of Yong Seong since 15
July 1988 until the termination of the partnership. Accordingly,
Yong Seong is an Associate of our Executive Chairman, Lee
Koh Yong and our Controlling Shareholder, Lee Hock Seong.
106

INTERESTED PERSON TRANSACTIONS


Lee Chuan Heng

The brother of our Executive Chairman, Lee Koh Yong, our


CEO, Lee Cheng Chye and our Executive Officer, Lee Kim
Eng, as well as our Controlling Shareholder, Lee Hock Seong.
Accordingly, Lee Chuan Heng is an Associate of our Executive
Chairman, Lee Koh Yong, our CEO, Lee Cheng Chye and our
Executive Officer, Lee Kim Eng as well as our Controlling
Shareholder, Lee Hock Seong. He is also our Executive Officer
and Projects Manager.

Lee Kim Eng

The sister of our Executive Chairman, Lee Koh Yong, our


CEO, Lee Cheng Chye and our Executive Officer, Lee Chuan
Heng as well as our Controlling Shareholder, Lee Hock Seong.
Accordingly, Lee Kim Eng is an Associate of our Executive
Chairman, Lee Koh Yong, our CEO, Lee Cheng Chye and our
Executive Officer, Lee Chuan Heng as well as our Controlling
Shareholder, Lee Hock Seong. She is also our Executive
Officer and Administrative and Human Resources Manager.

PAST INTERESTED PERSON TRANSACTIONS


Transactions with HY Construction
(a)

Supply of services to our Group by HY Construction


Our Group had in the past appointed HY Construction as our sub-contractor to provide us with
building repair services for some of our projects. In consideration for the services supplied by HY
Construction to our Group, our Group paid HY Construction service fees on a project basis taking
into account the actual costs and expenses expected to be incurred by HY Construction in
providing such service, in additional to an administrative charge.
The aggregate values of fees paid by our Group to HY Construction for FY2008, FY2009, FY2010
and HY2011, and for the period from 1 January 2011 up to the Latest Practicable Date were as
follows:

Fees paid to HY Construction

FY2008
(S$000)

FY2009
(S$000)

FY2010
(S$000)

HY2011
(S$000)

From
1 January 2011
up to the Latest
Practicable Date
(S$000)

926

1,961

111

The above transaction was not conducted on an arms length basis. The above transaction was
not prejudicial to the interest of our Company as the fees were at a lower rate compared to fees
charged by HY Construction to third parties.

107

INTERESTED PERSON TRANSACTIONS


(b)

Supply of services by our Group to HY Construction


We supplied landscaping and horticultural services to HY Construction on a project basis. Our
fees for the provision of such services were based on our expected costs and expenses, plus a
profit margin which would vary from project to project.
The aggregate values of fees received by our Group for FY2008, FY2009, FY2010 and HY2011,
and for the period from 1 January 2010 up to the Latest Practicable Date were as follows:

Fees received from HY


Construction

FY2008
(S$000)

FY2009
(S$000)

FY2010
(S$000)

HY2011
(S$000)

From
1 January 2011
up to the Latest
Practicable Date
(S$000)

343

281

231

43

The fees charged by us were comparable to fees that we charged our other customers. The above
transaction was conducted on an arms length basis and was not prejudicial to the interest of our
Company.
Provision of temporary use of premises by HSKY Engineering
Between May 2010 and March 2011, HSKY Engineering has provided us temporary use of its premises
located at 22 Woodlands Link #04-43 Singapore 738734 for our storage of cleaning equipment. No fees
were paid by our Group to HSKY Engineering for such use of the premises. The above transaction was
not conducted on an arms length basis and was not prejudicial to the interest of our Company.
Advances from Jia Chiang
During the Period Under Review, Jia Chiang extended advances to our Group for working capital
purposes. The amounts due to Jia Chiang as at the end of each of FY2008, FY2009, FY2010 and
HY2011, and as at the Latest Practicable Date were as follows:

Amounts owed to Jia


Chiang

As at
30 June 2008
(S$000)

As at
30 June 2009
(S$000)

As at
30 June 2010
(S$000)

As at
31 December
2010
(S$000)

36

As at the
Latest
Practicable
Date
(S$000)

During the Period Under Review and from the period of 1 January 2011 up to the Latest Practicable
Date, the largest outstanding amount due to Jia Chiang was approximately S$36,000. All of the above
advances have been settled as at the Latest Practicable Date. Such advances and payments were
unsecured, had no fixed terms of repayment and were interest-free. The above transactions were not
conducted on an arms length basis and were not prejudicial to the interest of our Company.

108

INTERESTED PERSON TRANSACTIONS


Advances from Yong Seong
During the Period Under Review, Yong Seong extended advances to the Group for working capital
purposes. The amounts due to Yong Seong as at the end of each of FY2008, FY2009, FY2010 and
HY2011, and as at the Latest Practicable Date were as follows:

Amounts owed to
Yong Seong

As at
30 June 2008
(S$000)

As at
30 June 2009
(S$000)

As at
30 June 2010
(S$000)

As at
31 December
2010
(S$000)

64

As at the
Latest
Practicable
Date
(S$000)

During the Period Under Review and from the period of 1 January 2011 up to the Latest Practicable
Date, the largest outstanding amount due to Yong Seong was approximately S$64,000. All of the above
advances have been settled as at the Latest Practicable Date. Such advances and payments were
unsecured, had no fixed terms of repayment and were interest-free. The above transactions were not
conducted on an arms length basis and were not prejudicial to the interest of our Company.
Advances from our Executive Directors, Controlling Shareholders and their Associates
During the Period Under Review, our Executive Directors, Controlling Shareholders and their
Associates, namely, Lee Koh Yong, Lee Hock Seong, Lee Cheng Chye, and Lee Kim Eng extended
advances to our Group for working capital purposes. The amounts due to our Executive Directors,
Controlling Shareholders and their Associates as at the end of each of FY2008, FY2009, FY2010,
HY2011 and as at the Latest Practicable Date were as follows:

Amounts owed to our


Executive Directors,
Controlling Shareholders
and their Associates

As at
30 June 2008
(S$000)

As at
30 June 2009
(S$000)

As at
30 June 2010
(S$000)

As at
31 December
2010
(S$000)

As at Latest
Practicable
Date
(S$000)

1,834

1,834

1,854

During the Period Under Review and from the period of 1 January 2011 up to the Latest Practicable
Date, the largest outstanding amount due to our Executive Directors, Controlling Shareholders and
their Associates was approximately S$1.9 million. All of the above advances have been settled as at the
Latest Practicable Date. Such advances and payments were unsecured, had no fixed terms of
repayment and were interest-free. The above transactions were not conducted on an arms length basis
and were not prejudicial to the interest of our Company. We do not intend to enter into any such
transactions after the Listing.
Guarantees provided by our Executive Director and Controlling Shareholders
On 1 July 2008, our Executive Director, Lee Koh Yong and our Controlling Shareholder, Lee Hock
Seong provided a joint and several personal guarantee to secure a commercial property loan and
overdraft facilities of a total sum of S$2.7 million granted by United Overseas Bank. This guarantee has
been discharged and the loan secured by the guarantee has been refinanced with the same bank as
at the Latest Practicable Date.
109

INTERESTED PERSON TRANSACTIONS


On 1 March 2009, our Executive Director, Lee Koh Yong and our Controlling Shareholder, Lee Hock
Seong provided a joint and several personal guarantee to secure a one-year bridging loan of S$0.5
million granted by United Overseas Bank under Spring Singapore Local Enterprise Finance Scheme to
our Group for our working capital purposes. This guarantee has been discharged and the loan secured
by the guarantee has been repaid as at the Latest Practicable Date.
The above guarantees were provided by our Executive Director, Lee Koh Yong and our Controlling
Shareholder, Lee Hock Seong without any fees, interest or other benefits being paid by our Group. The
above transactions were not conducted on an arms length basis and were not prejudicial to the interest
of our Company.
Please see the section entitled Present and On-going Interested Person Transactions Guarantees
and other collaterals provided by our Executive Directors and Controlling Shareholders below for
details on present and on-going guarantees and other security provided by our Executive Directors and
Controlling Shareholders.
PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS
Security Bonds deposited by our Executive Directors, Controlling Shareholders and their
Associates
During the Period Under Review and from the period of 1 January 2011 up to the Latest Practicable
Date, our Executive Directors, Lee Koh Yong, Lee Cheng Chye, our Controlling Shareholder, Lee Hock
Seong, and their Associates, Lee Chuan Heng, Lee Thiam Seng and Lee Kim Eng, have, being
directors of our Subsidiaries, granted and will continue to grant security bonds to MOM to secure work
permits for our Groups foreign workers.
During the Period Under Review and from the period of 1 January 2011 up to the Latest Practicable
Date, the largest amount of the security bonds granted by our Executive Directors, Controlling
Shareholders and their Associates was approximately S$2.9 million (based on month-end balances)
and as at the Latest Practicable Date, the amount of the security bonds granted by our Executive
Directors, Controlling Shareholders and their Associates was approximately S$2.9 million.
None of the grantors were paid any fees, interest or other benefits for furnishing the security bonds. The
above transactions are not conducted on an arms length basis and are not prejudicial to the interest
of our Company.
Indemnities provided by our Executive Directors, Controlling Shareholders and their Associate
During the Period Under Review and from the period of 1 January 2011 up to the Latest Practicable
Date, our Executive Directors, Lee Koh Yong, Lee Cheng Chye, our Controlling Shareholder, Lee Hock
Seong, and their Associate, Lee Kim Eng, have, being directors of our Subsidiaries, provided and will
continue to provide indemnities to SHC Capital Limited, MSIG Insurance (Singapore) Pte Ltd, Liberty
Insurance Pte Ltd, Tenet Insurance Co. Ltd, Mayban General Assurance Bhd, Etiqa Insurance Berhad
and Tokio Marine Insurance Singapore Ltd, in connection with their issuance of performance bonds
which are required by our customers for some of our projects.
During the Period Under Review and from the period of 1 January 2011 up to the Latest Practicable
Date, the largest amount of the indemnities provided by our Executive Directors, Controlling
Shareholders and their Associate was approximately S$7.2 million (based on month-end balances) and
as at the Latest Practicable Date, the amount of the indemnities provided by our Executive Directors,
Controlling Shareholders and their Associate was approximately S$7.2 million.

110

INTERESTED PERSON TRANSACTIONS


We intend to write to the insurers to request for the discharge of these indemnities after the Listing.
Subject to the outcome, this is expected to take place if the insurers agree to discharge such
indemnities on terms not less favourable than the existing terms in relation to such performance bonds.
Lee Koh Yong, Lee Cheng Chye, Lee Hock Seong and Lee Kim Eng will continue to provide the
indemnities in the event that the proposed terms of discharge of the indemnities are on less favourable
terms than the existing terms.
None of the grantors were paid any fees, interest or other benefits for providing the indemnities. The
above transactions are not conducted on an arms length basis and are not prejudicial to the interest
of our Company.
Guarantees and other collaterals provided by our Executive Director and Controlling
Shareholders
All of our banking facilities are either fully or partially secured by joint and several personal guarantees
and other securities provided by our Executive Chairman, Lee Koh Yong and our Controlling
Shareholder, Lee Hock Seong in their capacity as the directors of our Subsidiary, 800 Super, as follows:

Bank

Type of facilities and


amount guaranteed

Securities

Guaranteed by

United Overseas
Bank

S$4,536,000
facility
for
commercial property loan,
construction loan, overdraft,
issuing performance guarantee
and credit card

First legal mortgage over


17A Senoko Way

Joint and several


guarantee by Lee Koh
Yong and Lee Hock
Seong

United Overseas
Bank

S$647,000
facility

Hire purchase assets

Joint and several


guarantee by Lee Koh
Yong and Lee Hock
Seong

Oversea-Chinese
Banking
Corporation

S$3,467,000
facility
for
overdraft
and
bankers
guarantee

Existing charge of cash


and security agreement
(third party) for fixed
deposit
of
S$600,000
maintained by Lee Koh
Yong and Lee Hock Seong
with the Bank. Deed of
assignment over accounts
receivable
up
to
S$2,500,000

Joint and several


guarantee by Lee Koh
Yong and Lee Hock
Seong

Oversea-Chinese
Banking
Corporation

S$1,500,000 4 years bridging


loan for working capital under
Spring
Singapore
Local
Enterprise Finance Scheme

Deed of
indemnity
from Lee
Lee Hock

guarantee and
for all monies
Koh Yong and
Seong

Joint and several


guarantee by Lee Koh
Yong and Lee Hock
Seong

Oversea-Chinese
Banking
Corporation

S$2,581,000 hire purchase of


equipment facility

Deed of guarantee and


indemnity for all monies
from Lee Koh Yong and
Lee Hock Seong dated 30
December 2005

Joint and several


guarantee by Lee Koh
Yong and Lee Hock
Seong

hire

purchase

111

INTERESTED PERSON TRANSACTIONS

Bank

Type of facilities and


amount guaranteed

Securities

Guaranteed by

Malayan Banking
Berhad

S$1,690,000 4 years term loanbridging loan for working capital


under Spring Singapore Local
Enterprise Finance Scheme

Fresh
assignment
of
contract/contract proceeds
and collection of NEA
street cleansing in NorthEastern Singapore

Fresh personal joint


and several guarantee
for S$1,690,000 by
Lee Koh Yong and Lee
Hock Seong

DBS Bank Ltd.

S$1,928,000 term loan

First legal mortgage over 2


Loyang Walk

Joint and several


guarantee by Lee Koh
Yong and Lee Hock
Seong

DBS Bank Ltd.

S$500,000
facility

hire

purchase

Hire purchase assets

Joint and several


guarantee by Lee Koh
Yong and Lee Hock
Seong

Sing Investments &


Finance Limited

S$556,000
facility

hire

purchase

Hire purchase assets

Joint and several


guarantee by Lee Koh
Yong and Lee Hock
Seong

Hong Leong
Finance Limited

S$43,000 hire purchase

Hire purchase assets

Joint and several


guarantee by Lee Koh
Yong and Lee Hock
Seong

These guarantees and other collaterals are provided by each of the guarantors without any fees,
interest or other benefits being paid by our Group. The above transactions are not conducted on an
arms length basis and are not prejudicial to the interest of our Company.
We intend to write to the banks to request for the discharge of these securities as well as the
earmarking after the Listing. Subject to the outcome, this is expected to take place if the banks agree
to discharge such securities on terms not less favourable than the existing terms in relation to such
loans. Lee Koh Yong and Lee Hock Seong will continue to provide the securities in the event that the
proposed terms of discharge of the securities are on less favourable terms than the existing terms.
During the Period Under Review and from the period of 1 January 2011 up to the Latest Practicable
Date, the largest amount of guarantees provided by our Executive Directors, Controlling Shareholders
and their Associates was approximately S$17.4 million (based on month-end balances) and as at the
Latest Practicable Date, the amount of guarantees provided by our Executive Directors, Controlling
Shareholders and their Associates was approximately S$17.4 million.
Provision of legal services by Colin Ng & Partners LLP (CNP) of which our Independent
Director, Ng Tiak Soons half-brother, Ng Teck Sim, Colin is the Executive Chairman
Ng Teck Sim, Colin, the half-brother of our Independent Director Ng Tiak Soon, is a practicing Advocate
and Solicitor in Singapore and Executive Chairman of CNP, the Solicitors to this Placement and the
Legal Advisers to the Company on Singapore Law. CNP provides legal services to our Group from time
to time. The aggregate amount of fees (excluding disbursements and taxes) charged by CNP to our
Group for professional legal services rendered over the Period Under Review and for the period from
1 January 2011 up to the Latest Practicable Date are as follows:
112

INTERESTED PERSON TRANSACTIONS

Fees paid to CNP

FY2008
(S$000)

FY2009
(S$000)

FY2010
(S$000)

HY2011
(S$000)

From
1 January 2011
up to the Latest
Practicable Date
(S$000)

20

60

The fees for professional legal services rendered by CNP are according to prevailing market rates. Our
Directors are of the view that the above transactions with CNP are conducted on an arms length basis.
We may continue to engage the professional legal services of CNP after the Listing. After the Listing,
all future transactions with CNP will be conducted in accordance with such guidelines and procedures
as described in the section entitled Guidelines and Review Procedures for Future Interested Person
Transactions of this Offer Document and be subject to the relevant provisions of Chapter 9 of the
Catalist Rules and/or other applicable provisions of the Catalist Rules.
As the above mentioned fees paid to CNP are according to prevailing market rates and represent an
insignificant percentage of CNPs total revenue and taking into account the guidance provided by the
Code of Corporate Governance on when a director is considered to be independent, we are of the view
that the above mentioned professional legal services rendered to us by CNP will not interfere, or be
reasonably perceived to interfere, with the exercise of Ng Tiak Soons independent business judgment
in his role as an Independent Director of the Company. Save for such professional legal services
rendered by CNP, neither Ng Tiak Soon nor his Associates were employed by, or received any
compensation from us currently or in the past.
Provision of corporate advisory services by SP Corporate Advisory
In FY2010, we engaged SP Corporate Advisory to provide general corporate advisory services to us.
In July 2010, in connection with the Listing, we engaged SP Corporate Advisory as our advisor to
provide our Group with advisory services in connection with the Listing for a monthly retainer fee of
S$4,500. In consideration of such services rendered by SP Corporate Advisory to our Group, Foo
Shiang Ping, the owner of SP Corporate Advisory shall be issued FSP Shares which represents 0.75%
of the post-Placement issued and paid-up share capital of our Company.
The total amounts paid by our Group to SP Corporate Advisory during the Period Under Review and
from the period of 1 January 2011 up to the Latest Practicable Date are as follows:

Fees paid to SP Corporate Advisory

FY2008
(S$000)

FY2009
(S$000)

FY2010
(S$000)

HY2011
(S$000)

From
1 January 2011
up to the Latest
Practicable Date
(S$000)

27

27

Our Directors are of the view that the above transaction is conducted on an arms length basis as the
fees we pay for SP Corporate Advisorys services are comparable to the fees its other clients pay for
similar services.

113

INTERESTED PERSON TRANSACTIONS


It is our current intention to engage the services of SP Corporate Advisory in the future. After the Listing,
all future transactions with SP Corporate Advisory will be conducted in accordance with such guidelines
and procedures as described in the section entitled Guidelines and Review Procedures for Future
Interested Person Transactions of this Offer Document and be subject to the relevant provisions of
Chapter 9 of the Catalist Rules and/or other applicable provisions of the Catalist Rules.
GUIDELINES AND REVIEW PROCEDURES FOR ON-GOING AND FUTURE INTERESTED
PERSON TRANSACTIONS
We have established the following procedures to ensure that the interested person transactions as
defined under the Catalist Rules are undertaken on an arms length basis and on normal commercial
terms:
(a)

In relation to any purchase of products or procurement of services from interested persons,


quotes from at least two unrelated third parties in respect of the same or substantially the same
type of transactions will be used as comparison wherever possible. The purchase price or
procurement price shall not be higher than the most competitive price of the two comparative
prices from the two unrelated third parties.

(b)

In relation to any sale of products or provision of services to interested persons, the price and
terms of two other completed transactions of the same or substantially the same type of
transactions to unrelated third parties are to be used as comparison wherever possible. The
interested persons shall not be charged at rates lower than that charged to the unrelated third
parties.

(c)

When leasing property from or to interested persons, our Directors shall take appropriate steps to
ensure that the amount of rent for such lease is commensurate with the prevailing market rates,
including adopting measures such as making relevant enquiries with landlords of properties of
similar location and size, or obtaining necessary reports or reviews published by property agents
(including an independent valuation report by a property valuer, where appropriate). The rent
payable shall be based on the most competitive market rental rate of similar properties in terms
of size and location, based on the results of the relevant enquiries.

(d)

Where it is not possible to compare against the terms of other transactions with unrelated third
parties and given that the products or services may be purchased only from an interested person,
the interested person transaction will be approved by either our Groups CEO or CFO, who has
no interest in the transaction, in accordance with our usual business practices and policies. In
determining the transaction price payable to the interested person for such products and/or
services, factors such as, but not limited to, quantity, requirements and specifications will be taken
into account.

All interested person transactions above $100,000 are to be approved by a Director who shall not be
an interested person in respect of the particular transaction. Any contract to be made with an interested
person shall not be approved unless the pricing is determined in accordance with our usual business
practices and policies, consistent with the usual margin given or price received by us for the same or
substantially similar type of transactions between us and unrelated parties and the terms are not more
favourable to the interested person than those extended to or received from unrelated parties. For the
purposes above, where applicable, contracts for the same or substantially similar type of transactions
entered into between us and unrelated third parties will be used as a basis for comparison to determine
whether the price and terms offered to or received from the interested person are not more favourable
than those extended to unrelated parties.

114

INTERESTED PERSON TRANSACTIONS


In addition, we shall monitor all interested person transactions entered into by us, categorising the
transactions as follows:
(i)

a category 1 interested person transaction is one where the value thereof is equal to or more than
3% of the NTA of our Group based on the latest audited accounts; and

(ii)

a category 2 interested person transaction is one where the value thereof is less than 3% of the
NTA of our Group based on the latest audited accounts.

Category 1 interested person transactions must be approved by the Audit Committee prior to entry.
Category 2 interested person transactions need not be approved by the Audit Committee prior to entry
but shall be reviewed on a semi-annual basis by the Audit Committee.
In respect of all interested person transactions, we shall adopt the following policies:
(a)

Our Audit Committee will review all interested person transactions to ensure that the prevailing
rules and regulations of the SGX-ST (in particular, Chapter 9 of the Catalist Rules) are complied
with.

(b)

In the event that a member of our Audit Committee is interested in any interested person
transaction, he will abstain from deliberating, reviewing and/or approving that particular
transaction.

(c)

We shall maintain a register to record all interested person transactions which are entered into by
our Group, including any quotations obtained from unrelated parties to support the terms of the
interested person transactions.

(d)

We shall incorporate into our internal audit plan a review of all interested person transactions
entered into by our Group.

(e)

Our Audit Committee shall review the internal audit reports at least half-yearly to ensure that all
interested person transactions are carried out on an arms length basis and in accordance with the
procedures outlined above. Furthermore, if during these periodic reviews, our Audit Committee
believes that the guidelines and procedures as stated above are not sufficient to ensure that the
interests of minority Shareholders are not prejudiced, we will adopt new guidelines and
procedures. The Audit Committee may request for an independent financial advisers opinion as
it deems fit.

In addition, we are subject to the rules prescribed in the Catalist Rules. As such, we will also comply
with the provisions of Chapter 9 of the Catalist Rules in respect of all future interested person
transactions and if required under the Catalist Rules, we will seek our Shareholders approval (where
necessary) for such transactions.
POTENTIAL CONFLICTS OF INTERESTS
None of our Directors or our Controlling Shareholders or their Associates has any interest, direct or
indirect, in any company carrying on the same business or engaging in the provision of similar services
as our Group.

115

INTERESTED PERSON TRANSACTIONS


Save as disclosed below and in the section entitled Interested Person Transactions of the Offer
Document, during the Period Under Review and from the period of 1 January 2011 up to the Latest
Practicable Date:
(a)

none of our Directors, Controlling Shareholders or any of their Associates has any Interest, direct
or indirect, in any material transactions to which our Company or any of our subsidiaries was or
is a party;

(b)

none of our Directors, Controlling Shareholders or any of their Associates has any interest, direct
or indirect, in any entity carrying on the same business or engaging in the provision of similar
services which competes materially and directly with the existing business of our Group; and

(c)

none of our Directors, Controlling Shareholders or any of their Associates has any interest, direct
or indirect, in any enterprise or company that is our customer or supplier of goods or services.

INTERESTS OF EXPERTS
No expert is interested, directly or indirectly, in the promotion of, or in any property or assets which
have, within the two years preceding the date of this Offer Document, been acquired or disposed of by
or leased to our Company or our subsidiaries or are proposed to be acquired or disposed of by or
leased to our Company or our subsidiaries.
No expert is employed on a contingent basis by our Company or any of our Subsidiaries, or has a
material interest, whether direct or indirect, in the shares of our Company or our Subsidiaries, or has
a material economic interest, whether direct or indirect, in our Company including an interest in the
success of the Placement.
INTERESTS OF THE MANAGER, SPONSOR AND PLACEMENT AGENT
In the reasonable opinion of our Directors, PPCF, does not have a material relationship with our
Company save as disclosed below and in the section entitled General and Statutory Information
Management and Placement Arrangements of this Offer Document:
(a)

PPCF is the Manager, Sponsor and Placement Agent in relation to the Placement;

(b)

PPCF will be the continuing Sponsor of our Company for a period of three years from the date our
Company is admitted and listed on Catalist; and

(c)

Pursuant to the Management Agreement and as part of PPCFs management fees as the
Manager, Sponsor and Placement Agent, the Company will issue and allot to PPCF 2,238,000
PPCF Shares, representing 1.25% of the post-Placement issued share capital of the Company,
at the Placement Price for each PPCF Share. After the completion of the relevant moratorium
periods as set out in the section entitled Shareholders Moratorium of this Offer Document,
PPCF will be disposing its shareholding interest in our Company at its discretion.

116

DIRECTORS, MANAGEMENT AND STAFF


MANAGEMENT REPORTING STRUCTURE

Board of Directors

Executive Chairman
Lee Koh Yong
CEO
Lee Cheng Chye

COO
Chan Teck Ee Vincent

Manager
(Operations)
Tay Seng Heong

FC
Teo Theng How

Administrative
and Human
Resources
Manager
Lee Kim Eng

Projects
Manager
Lee Chuan Heng

Finance
Manager
Lim Cheng Lai

DIRECTORS
Our Directors are entrusted with the responsibility for the overall management of our Group. The
particulars of our Directors are set out below:
Name

Address

Position

51

40 Springside Drive
Singapore 786941

Executive Chairman

Lee Cheng Chye(1)

41

Block 560 Hougang Street 51


#12-404
Singapore 530560

CEO

Chan Teck Ee Vincent

58

Block 308 Serangoon Avenue 2


#02-136
Singapore 550308

Executive Director and


COO

Foo Shiang Ping

47

Block 303 Shunfu Road #03-45


Singapore 570303

Non-Executive Director

Ng Tiak Soon

62

40 Springleaf Crescent
Singapore 788354

Lead Independent
Director

Lye Hoong Yip Raymond

46

19 Kings Walk
Singapore 268030

Independent Director

Lee Koh Yong

Age
(1)

Note:
(1)

Lee Koh Yong and Lee Cheng Chye are siblings.

117

DIRECTORS, MANAGEMENT AND STAFF


Information on the business and working experience, education and professional qualifications, if any,
and areas of responsibilities of our Directors are set out below:
Lee Koh Yong is our Executive Chairman and one of our co-founders. Mr Lee was appointed to the
Board on 11 April 2011.
Mr Lee has accumulated extensive industry knowledge and established wide business contacts over
the 20 years that he has been in the waste disposal and cleaning industries. Self-taught, Mr Lee
contributed significantly to our Group during the early stage of our development and is recognised for
founding, leading and building up our Group.
Mr Lee is responsible for setting the overall strategic direction of our Group. Under his direction, our
Group has grown steadily since its inception as a waste management solutions provider to a one-stop
provider of waste and environmental solutions by expanding into the cleaning, recycling and
horticulture industries.
From 1995 to 2008, Mr Lee was a director of YS Yong Services Pte Ltd where he was responsible for
overseeing operations and tender matters of the company. From 1988 to 2010, as a partner of Yong
Seong Transport & Cleaning Services, a provider of transport and cleaning services which was
terminated in May 2010, Mr Lee took on the role of business development and planning. From 1981 to
1988, Mr Lee learned the ropes of the cleaning services industry when he worked as a cleaning
supervisor with Chye Thiam Maintenance Pte Ltd, a company that specialises in providing cleaning
services to industrial and commercial buildings.
Lee Cheng Chye is our CEO and he joined our Group in 1993. He was appointed to the Board on 9
June 2011.
He is involved in the corporate planning and business development of our Group and has over 15 years
of experience in the waste management and cleaning industries.
He has been instrumental in our Groups growth in business for the past years through securing new
tenders as well as understanding our existing customers needs, by establishing constant contact with
them, and the changing trends in the industry. Together with the other Executive Directors, he has been
spearheading the expansion and growth of our Group.
He is currently treasurer of Bishan East Citizens Consultative Committee. He is also an auditor of
Bishan East Community Emergency and Engagement Committee.
Chan Teck Ee Vincent is our COO and was appointed as an Executive Director of our Company on
9 June 2011.
Mr Chan joined us since 2005 and has been in charge overseeing the operations and project
management of our Group. He has over 25 years of extensive experience in the recycling and waste
management industries.
Immediately prior to joining our Group, between June 2001 and August 2005, he was active in
managing NWI Recycling Pte Ltd, a company which was engaged in the provision of waste
management and waste recycling services. Mr Chans responsibilities were to manage and oversee all
the operational aspects of the companys businesses and he was also in charge of its overall
management. From 1999 to 2001, Mr Chan was a managing director of Graceland Recycling Pte Ltd
and was responsible for its overall management.

118

DIRECTORS, MANAGEMENT AND STAFF


From 1984 to 1999, Mr Chan was the managing director of Galax Services Pte Ltd, then a
wholly-owned subsidiary of SITA, which was part of the Lyonnaise des Eaux. Lyonnaise des Eaux is a
French conglomerate that which was engaged in the recycling and waste management solutions
business. At Galax Services Pte Ltd, he oversaw the overall management of the company.
While at these companies, Mr Chan gained extensive experience in waste management and waste
recycling and is today considered a veteran of these industries.
From 1981 to 1984, Mr Chan was a sales manager with Delta Industries Pte Ltd, then a building
construction company. He spearheaded the companys marketing efforts and was responsible for
various functions of marketing such as formulation of marketing strategy, day-to-day marketing
activities, management of sales representatives and sales agents, monitoring sales and coordinating
orders.
Between 1978 and 1981, as a sales executive with Borneo Sumatra Trading Pte Ltd, a trading
company, Mr Chan was tasked with the sales and marketing of the company.
Mr Chan graduated with a Bachelor of Arts degree from the University of Singapore in 1978. He is a
member of the Executive Committee of Waste Management and Recycling Association of Singapore
(WMRAS), currently serving as its assistant secretary.
Foo Shiang Ping was appointed as our Non-Executive Director on 9 June 2011.
At present, Mr Foo is the principal consultant of SP Corporate Advisory, a boutique corporate
restructuring and advisory firm based in Singapore. He has over 10 years of corporate finance
experience primarily dealing with initial public offerings, mergers and acquisitions, corporate
restructuring transactions, as well as fund-raising activities. Prior to his appointment with us, Mr Foo
had held executive positions with various financial institutions such as Oversea-Chinese Banking
Corporation Limited between 1996 and 2001 and Showa Leasing (Singapore) Pte. Ltd. between 1989
and 1996.
Mr Foo graduated with a Bachelor of Business Economics (with distinction) from Brock University in
Canada, in 1989. Currently, he is a member of the Singapore Institute of Directors. He is currently
serving as a treasurer of Geylang East Home for the Aged.
Ng Tiak Soon was appointed as our Lead Independent Director on 9 June 2011.
He is currently a self-employed consultant providing consultancy services on an ad hoc basis. Mr Ng
has over 30 years of experience in the audit, commercial and industrial sectors. He retired in June 2005
as a senior partner of Ernst & Young, Singapore, an accounting firm that he had joined since 1986, and
later, he remained with Ernst & Young, Singapore as a senior advisor until June 2008. During his
employment with Ernst & Young, he held various positions which include head of banking, head of an
audit group, partner-in-charge of audit quality review and chief financial officer.
He is currently a non-practicing member of the Institute of Certified Public Accountants as well as the
member of Association of Chartered Certified Accountants, UK and a member of the Singapore Institute
of Directors. Currently, he sits as independent director of two other SGX Catalist listed companies.
Lye Hoong Yip Raymond was appointed as our Independent Director on 9 June 2011.

119

DIRECTORS, MANAGEMENT AND STAFF


Mr Lye has been an executive director of Citilegal LLC since April 2010. His current areas of practice
are in commercial and criminal law, building and construction law, family law and intellectual property
law. Prior to that, he was an Executive Director of Pacific Law Corporation from May 2005 till March
2010. From February 2000 to May 2005, Mr Lye was a partner of Tay Lye & Ngaw Partnership and a
partner of E Tay Raymond Lye & Partners from February 1994 to January 2000. He is also a member
of the Singapore Institute of Directors. Mr Lye currently sits as an independent director on Goodland
Group Limited.
Mr Lye holds a Bachelor of Laws from the National University of Singapore and has been a Fellow of
the Singapore Institute of Arbitrators since 2006. Mr Lye had previously tutored part-time at the National
University of Singapores Faculty of Law for three years. He is also active in community service and
service to the nation. Mr Lye is currently a Resource Panel member of the Government Parliamentary
Committee on Defence and Foreign Affairs, the Chairman of the Punggol East Citizens Consultative
Committee and a member of the executive committee and chairman of the publicity committee of the
Pasir RisPunggol Town Council. He was also conferred the Public Service Medal (PBM) and the
Public Service Star (BBM) by the President of Singapore in the 1998 and 2008 National Day Awards
and the Community Service Medal in 2003.
Mr Lye or Citilegal LLC may at times have professionally represented third parties involved in
proceedings against the Group. Mr Lye would abstain from participating in any discussions and in any
decisions of the Board relating to such proceedings. On the above basis, our Directors and the Sponsor
do not consider that Mr Lye and Citilegal LLCs professional engagement will prejudice Mr Lyes ability
to fulfill his role as an Independent Director of the Company.
Save as disclosed above and in the sections entitled Ownership Structure and Directors,
Management and Staff in this Offer Document, none of our Directors is related to each other or to any
of our Executive Officers or Substantial Shareholders.
There was no agreement or arrangement with our Substantial Shareholders, customers or suppliers
pursuant to which we will appoint any of them or any person nominated by any of them as our Director.
Save as disclosed below and excluding the directorships held in our Company, none of our Directors
currently holds or has held any directorships in the past five years preceding the date of this Offer
Document.
Name

Present Directorships

Past Directorships

Lee Koh Yong

Group companies

Group companies

800 Landscape Pte. Ltd.


800 Super Waste Management
Pte Ltd

YS Yong Services Pte Ltd

Other companies

Other companies

Yong Seong Investment Pte. Ltd.

Jia Chiang Enterprises Co(1)


Yong Seong Transport & Cleaning
Services(2)

Group companies

Group companies

YS Yong Services Pte Ltd

800 Super Waste Management


Pte Ltd

Lee Cheng Chye

120

DIRECTORS, MANAGEMENT AND STAFF


Name

Chan Teck Ee Vincent

Foo Shiang Ping

Ng Tiak Soon

Lye Hoong Yip Raymond

Present Directorships

Past Directorships

Other companies

Other companies

Yong Seong Investment Pte. Ltd.

HY Construction Pte Ltd

Group companies

Group companies

NIL

NIL

Other companies

Other companies

NIL

Galax Services Pte Ltd


Graceland Recycling Pte Ltd(3)
NWI Recycling Pte Ltd(4)

Group companies

Group companies

NIL

NIL

Other companies

Other companies

Rezeki Resources Private Limited


Chee Kheng & Sons Pte. Ltd.

Control & Applications Asia Pte


Ltd
Cypheas Pte. Ltd. (5)

Group companies

Group companies

NIL

NIL

Other companies

Other companies

Kinergy Ltd
PJ Consultants Pte Ltd
St. James Holdings Limited

Wanxiang International Limited

Group companies

Group companies

NIL

NIL

Other companies

Other companies

Goodland Group Limited


CitiLegal LLC

Pacific Law Corporation

Notes:
(1)

Jia Chiang Enterprises Co ceased its business on 5 March 2009.

(2)

Yong Seong Transport & Cleaning Services terminated its business registration on 1 May 2010.

(3)

Graceland Recycling Pte Ltd was struck off on 8 July 2009.

(4)

NWI Recycling Pte Ltd was dissolved on 15 March 2011 pursuant to creditors voluntary winding up.

(5)

Cypheas Pte. Ltd. was dissolved on 27 April 2011 pursuant to members voluntary winding up.

121

DIRECTORS, MANAGEMENT AND STAFF


EXECUTIVE OFFICERS
Our day-to-day operations are entrusted to our Executive Directors who are assisted by a management
team of experienced Executive Officers. The particulars of our Executive Officers are set out below:
Name

Age

Address

Position

Teo Theng How

33

Block 3 Queens Road #08-161


Singapore 260003

Financial Controller

Lee Chuan Heng(1)

36

Block 1E
Cantonment Road #43-55
Singapore 085501

Projects Manager

Lee Kim Eng(1)

45

2 Woodgrove Drive #03-03


Singapore 738207

Administrative and Human


Resources Manager

Lim Cheng Lai

52

Block 549
Jurong West Street 42 #04-205
Singapore 640549

Finance Manager

Tay Seng Heong

31

Block 111 Hougang Avenue 1


#03-1086
Singapore 530111

Manager (Operations)

Note:
(1)

Lee Kim Eng and Lee Chuan Heng are siblings and are also the siblings of our Chairman, Lee Koh Yong and our Chief
Executive Officer, Lee Cheng Chye, as well as our Controlling Shareholder, Lee Hock Seong.

Information on the business and working experience, education and professional qualifications, if any,
and areas of responsibilities of our Executive Officers are set out below:
Teo Theng How is our FC and he joined our Group in November 2010.
Mr Teo oversees all the financial reporting, internal control and treasury functions of our Group.
Between February 2008 and April 2009, he was a corporate development specialist with 3M Asia
Pacific Pte Ltd, a diversified supplier of display graphics, electronics electrical and communications,
healthcare, safety and security, consumer, industrial adhesive and other products, where he was
involved in the assessment, valuation and due diligence of business opportunities related to
acquisitions, divestitures and other business alliance ventures. From April 2009 to November 2010, he
moved on to assume the position of a senior corporate audit specialist role which involved the
evaluation of risk exposures relating to governance and operations, with a focus on identifying risks,
implementing controls, compliance and continuous development of internal processes. From
September 2002 to January 2008, Mr Teo was a manager with Ernst & Young LLP (Singapore) where
he provided clients with assurance and transaction advisory services.
Mr Teo graduated with a Bachelor of Accountancy (Honours) from the Nanyang Technological
University in 2002.
Lee Chuan Heng is our Projects Manager and he joined our Group in December 1998.
Mr Lee oversees the entire tender process, including sourcing for tenders, appointing proposal teams,
carrying out proposal evaluations and preparing proposal submissions and the delivery of
presentations to invitees of tenders.

122

DIRECTORS, MANAGEMENT AND STAFF


In addition, Mr Lee also oversees all matters related to technology, technical consultation on technical
issues and technical management of projects. Mr Lee has also been the management representative
of our Groups quality and environmental management system, responsible for our Groups quality
control procedures and continued compliance with ISO 9002 and ISO 14001: 2004 standards since
May 2001.
Mr Lee first joined our Group as an executive in December 1998 on a part-time basis. From 2001 to
2010, while holding the position of manager with the Group, he was also a senior financial advisor with
CIMB-GK Securities Pte Ltd, a securities brokerage firm, providing financial advisory services and
selling products. Since leaving the employment of CIMB-GK Securities Pte Ltd, he has been a full-time
employee of our Group, holding the position of Projects Manager.
As a director of Green Recycling since 1 July 2005, he is in charge of the management of Green
Recycling. Between 1998 and 2001, Mr Lee was a sales representative with Prudential Assurance Pte
Ltd and handled the sale of insurance products.
Mr Lee graduated with a Diploma in Electronic and Computer Engineering from Ngee Ann Polytechnic
in 1995.
Lee Kim Eng is our Administrative and Human Resources Manager and she joined our Group in April
1995.
She oversees our Groups human resource management and administration matters. Immediately prior
to joining our Group in April 1995, Ms Lee was a quantity surveyor, with Goh Hock Choon Construction
Pte Ltd from April 1991 to May 1994 and later, with Prominent Construction & Engineering Pte Ltd from
May 1994 to March 1995. As a quantity surveyor of these two companies, she was in charge of
preparation works for tender. Between September 1990 and March 1991, Ms Lee was an administrative
manager of Yong Seong Transport & Cleaning Services, responsible for administration works. Between
August 1989 and August 1990, she worked as a quantity surveyor at Yee Weng Kim Construction Pte
Ltd and was in charge of preparation works for tender. Between June 1988 and August 1989, Ms Lee
was a quantity surveyor with Schedule Constructions where she was in charge of preparations works
for tender. Between September 1987 and February 1988, she was holding a temporary position as a
quantity surveyor with L&M Prestressing Pte Ltd where she was in charge of site measurement.
Ms Lee graduated with a Diploma in Quantity Surveying from Singapore Polytechnic in 1986.
Lim Cheng Lai has been our Finance Manager since May 2006.
He is responsible for the management of our Groups accounts, cash flow, financial reporting, audit, tax
compliance and administration. Mr Lim has more than 25 years of experience in accounting, finance
and administration, having held finance and accounting positions in various companies.
Immediately prior to joining our Group, from February 2006 to April 2006, Mr Lim was an accountant
with Technigroup Far East Pte Ltd, an office furniture wholesaler and distributor, where he was in
charge of the accounts and finance of the company. From April 2005 to January 2006, he was a
manager with Advanced SQ Corporate Services Sdn Bhd, a company that provides corporate,
management and consulting services, where he was responsible for accounts preparation for clients
and providing financial advisory services. From April 1999 to March 2003, Mr Lim was the finance and
administrative manager of a group of companies that distributes perfume wholesale and comprises of
Prestige Products Distribution, Prestige Fashions Pte Ltd and Prestise Indojaya Pte Ltd, where he was
in charge of the groups financial and accounting affairs including corporate finance and banking,
human resource and insurance.
123

DIRECTORS, MANAGEMENT AND STAFF


Between August 1988 and September 1992, Mr Lim pursued his studies at Emile Woolf College of
Accountancy in England and obtained Chartered Management Accounting (CIMA) qualification in 1990
and Chartered Certified Accountants (ACCA) qualification in 1992.
Mr Lim was admitted as a member of the Chartered Institute of Management Accountants in 1990 and
an affiliated member of the Association of Certified Accountants in 1992.
Tay Seng Heong is our Manager (Operations). He first joined the Group in April 2006 as an operations
executive and he was promoted to Assistant Manager in July 2009 where he was in charge of the
Groups waste disposal and recycling operations. He was appointed Manager (Operations) in August
2010.
Other than a period of four months from May 2010 to August 2010 when he was not employed by our
Group, he has been responsible for the development and implementation of corporate policies and
oversees the operations and business development of the waste disposal and recycling businesses. He
also has a role in the preparation of proposal submissions for waste disposal projects. He is also overall
in charge of our customer relationship management team that handles queries and feedback in relation
to our waste disposal and conservancy and cleaning services.
Between December 2004 and November 2005, when he was an operations executive with Victoria
House Pte Ltd, a company that deals with health products, he was in charge of servicing and
maintaining over 60 of the companys stores. He was also involved in the setting up of road shows and
new franchise stores.
In 2008, Mr Tay was our Risk Management Champion for the purposes of obtaining bizSafe
certification.
Mr Tay was also awarded the bizSafe Risk Management Certificate by MOM of Singapore in 2008. He
obtained a Certificate of Achievement for the successful completion of Confined Space Safety Assessor
Course from NTUC LearningHub Pte Ltd Confined Space Safety Assessor and a Certificate of
Participation for having successfully completed the bizSAFE Risk Management Course from United
Premas Limited and Team-6 Safety Training & Consultancy (S) Pte Ltd in 2009. He also obtained a
Certificate of Completion of Lifting Supervisors Safety Certificate Course and a Certificate of
Completion of Safety Instruction Course (Manhole) For Supervisors from Absolute Kinetics
Consultancy Pte Ltd in 2009. Mr Tay is also the Groups Safety Assessor for contracts entered into with
the PUB.
Mr Tay graduated from Ngee Ann Polytechnic with a Diploma in Information Technology (Computer
Studies) in 2002.
Save as disclosed below and excluding the directorship held in our Company, none of our Executive
Officers currently holds or has held any directorships in the past five years preceding the date of this
Offer Document:
Name

Present Directorships

Past Directorships

Teo Theng How

Group companies

Group companies

NIL

NIL

Other companies

Other companies

NIL

NIL

124

DIRECTORS, MANAGEMENT AND STAFF


Name

Present Directorships

Past Directorships

Lee Chuan Heng

Group companies

Group companies

Green Recycling Pte. Ltd.

NIL

Other companies

Other companies

NIL

NIL

Group companies

Group companies

YS Yong Services Pte Ltd

NIL

Other companies

Other companies

NIL

NIL

Group companies

Group companies

NIL

NIL

Other companies

Other companies

NIL

NIL

Group companies

Group companies

NIL

NIL

Other companies

Other companies

NIL

NIL

Lee Kim Eng

Lim Cheng Lai

Tay Seng Heong

Save as disclosed above and in the sections entitled Shareholders Ownership Structure and
Directors, Management and Staff in this Offer Document, none of our Directors and Executive Officers
are related to each other or to our Substantial Shareholders. To the best of our knowledge and belief,
there are no arrangements or undertakings with any customers, principals or others, pursuant to which
any of our Directors and Executive Officers was appointed.
REMUNERATION OF DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES WHO ARE
ASSOCIATES
The remuneration (including salary, bonus, contributions to mandatory provident fund scheme/
employees provident fund, directors fees and benefits-in-kind) paid or payable to our Directors and our
Executive Officers (in terms of amount of compensation) on a pro forma basis and in remuneration
bands for FY2009 and FY2010 (being the two most recent completed financial years), and the
estimated remuneration payable to them on a pro forma basis and in remuneration bands for FY2011
are as follows:
FY2009

FY2010

Estimated for FY2011(3)

Lee Koh Yong

Lee Cheng Chye

Chan Teck Ee Vincent

Directors

N.A.

(2)

Ng Tiak Soon

N.A.

(2)

Lye Hoong Yip Raymond

N.A.(2)

Foo Shiang Ping

125

N.A.

(2)

N.A.

(2)

N.A.(2)

DIRECTORS, MANAGEMENT AND STAFF


FY2009

FY2010

Estimated for FY2011(3)

Teo Theng How

N.A.(2)

N.A.(2)

Lee Chuan Heng

Lee Kim Eng

Lim Cheng Lai

Tay Seng Heong

Executive Officers

Notes:
(1)

Remuneration bands:
A refers to remuneration of up to S$250,000.
B refers to remuneration from S$250,001 and S$500,000.

(2)

Not under our appointment/employment as at the relevant period.

(3)

For the purpose of this estimation, no account is made for the bonuses or profit sharing that our Executive Directors are
entitled under their service agreements (if any), the details of which are set out under the section entitled Service
Agreements of this Offer Document.

Remuneration of employees who are Associates


As at the Latest Practicable Date, the list of employees of the Group who are Associates of our
Directors and Substantial Shareholders were as follows:
Name

Relationship

Appointment

Toh Yeok Tin

Spouse of our Executive Chairman,


Lee Koh Yong

Operations Executive

Chan Sook Chin

Spouse of our Controlling Shareholder,


Lee Hock Seong

Administrative Executive

Lee Hock Seong

Brother of our Executive Chairman,


Lee Koh Yong, our CEO, Lee Cheng
Chye, our Executive Officers, Lee
Chuan Heng and Lee Kim Eng

Director of our Subsidiaries, 800


Super and 800 Landscape

Lee Thiam Seng

Brother of our Executive Chairman,


Lee Koh Yong, our CEO, Lee Cheng
Chye, our Executive Officers, Lee
Chuan Heng and Lee Kim Eng, and our
Controlling Shareholder, Lee Hock
Seong

Director of our Subsidiary,


Green Recycling and manager
of 800 Super

The aggregate remuneration of the Associates listed above, which included salary, bonus, contributions
to mandatory provident fund scheme/employees provident fund and benefits-in-kind, is less than
S$250,000 for each of FY2010 and FY2011. The remuneration of these Associates is determined on
the same basis as those of unrelated employees.
Chan Sook Chin and Toh Yeok Tin do not hold a managerial position in our Group.

126

DIRECTORS, MANAGEMENT AND STAFF


The remuneration of our employees who are Associates of our Directors and Substantial Shareholders
will be reviewed annually by our Remuneration Committee to ensure that their remuneration packages
are in line with our staff remuneration guidelines and commensurate with their respective job scopes
and level of responsibilities. Any bonus, pay increases and/or promotions for these employees will also
be subject to the review and approval of our Remuneration Committee. In addition, any new
employment of employees who are Associates and the proposed terms of their employment will also
be subject to the review and approval of our Nominating Committee. In the event that a member of our
Remuneration Committee or Nominating Committee is related to the employee under review, he will
abstain from the review.
EMPLOYEES
As at 30 April 2011, we have a workforce of approximately 2,902 full-time employees. The number of
temporary employees employed by us during the Period Under Review is insignificant.
Certain of our employees are members of the Building Construction and Timber Industries Employees
Union. There has not been any incidence of work stoppages or labour disputes that affected our
operations in any material aspect. Accordingly, we consider our relationship with our employees to be
good.
The functional distribution of our full-time employees as at the end of each FY2008, FY2009 and
FY2010 were as follows:
As at
30 June
2008

Function
Management(1)
Project management and sales
Operations and quality assurance
Finance, accounts and administration
Total

As at
30 June
2009

As at
30 June
2010

21

30

39

2,239

2,106

2,517

11

12

16

2,279

2,156

2,581

Note:
(1)

Directors of our Subsidiaries, Executive Directors, and Executive Officers are classified under management

All our employees are based in Singapore.


SERVICE AGREEMENTS
Our Company has entered into separate Service Agreements with each of our Executive Directors, Lee
Koh Yong, Lee Cheng Chye and Chan Teck Ee Vincent (collectively, the Appointees) dated 15 June
2011. Each Service Agreement is valid for an initial period of three years with effect from the date of our
listing on the Catalist. Upon the expiry of the initial period of three years, the employment of each
Appointee shall be automatically renewed on a year-to-year basis on such terms and conditions as the
parties may agree. During the initial period of three years, either party may terminate the Service
Agreement by giving to the other party not less than six months notice in writing, or in lieu of notice,
payment of an amount equivalent to six months salary based on the Appointees last drawn monthly
salary. Our Group may also terminate the employment of the Appointee without notice or payment in
lieu of notice under, inter alia, the following circumstances:
127

DIRECTORS, MANAGEMENT AND STAFF


(i)

if the Appointee is guilty of any neglect or misconduct in connection with or affecting the business
of our Company;

(ii)

in the event of any material breach by the Appointee of any of the stipulations contained in the
Service Agreement; or

(iii)

if the Appointee becomes bankrupt or makes any composition with his creditors generally.

Pursuant to the terms of the respective Service Agreements, Lee Koh Yong, Lee Cheng Chye and Chan
Teck Ee Vincent are entitled to receive a monthly salary of S$28,000, S$28,000 and S$13,000
respectively. Each of them is entitled to receive a fixed bonus of one months salary per annum. In
addition, Lee Koh Yong, Lee Cheng Chye and Chan Teck Ee Vincent are entitled to a monthly car
allowance of S$4,000, S$4,000 and S$2,500, respectively.
Apart from the above, the Appointees will also each be entitled to an annual profit sharing (Annual
Profit Sharing) for each financial year based on a percentage of our PBT, provided that our PBT is not
less than S$4.0 million for that financial year and that the Appointees are under the employment of our
Group on the last day of that financial year. For this purpose, PBT shall refer to the audited
consolidated profit of the Group before deducting income tax expense, non-recurring or one off
exceptional items and minority interests and before paying profit sharing. The Annual Profit Sharing
payable to the Appointees for each financial year will be determined as follows:
Annual Profit Sharing
Lee Koh Yong

Lee Cheng Chye

Chan Teck Ee Vincent

Where PBT is less


than or equal to
S$4.0 million

Nil

Nil

Nil

Where PBT is
more than S$4.0
million but less
than or equal to
S$6.0 million

4% of PBT in excess of
S$4.0 million

4% of PBT in excess of
S$4.0 million

2% of PBT in excess of
S$4.0 million

Where PBT is
more than S$6.0
million

The aggregate of (i)


S$80,000 and (ii) 5% of
PBT in excess of S$6.0
million

The aggregate of (i)


S$80,000 and (ii) 5% of
PBT in excess of S$6.0
million

The aggregate of (i)


S$40,000 and (ii) 2.5% of
PBT in excess of S$6.0
million

PBT(1)

Under the Service Agreements, the remuneration of the Appointees is subject to review by the
Remuneration Committee and approval by the Board. The relevant Appointee shall abstain from voting
in respect of any resolution or decision to be made by our Board in relation to the terms and renewal
of his Service Agreement.
Under the Service Agreements, each of Lee Koh Yong, Lee Cheng Chye and Chan Teck Ee Vincent has
covenanted not to either on his own account or for any other person directly or indirectly solicit, interfere
with or endeavour to entice away from us any person who to his knowledge is now or has been our
client, customer or executive of, or in the habit of dealing with us for one year after ceasing to be
employed under his Service Agreement.

128

DIRECTORS, MANAGEMENT AND STAFF


Each of Lee Koh Yong and Lee Cheng Chye has also covenanted not to, for one year after ceasing to
be employed under his Service Agreement, either alone or jointly with or as a manager, agent for,
director or executive of any person, firm or company, directly or indirectly carry on or be engaged or
concerned or interested in any company, firm or partnership carrying on whether or not as its principal
business the business undertaken or engaged by us or in any business similar to or in competition with
our business. Chan Teck Ee Vincent has covenanted not to, for one year after ceasing to be employed
under his Service Agreement, either alone or jointly with any other person, directly or indirectly, hold any
ownership interests in any company, firm or partnership engaged in the business undertaken or
engaged by us or in any business similar to or in competition with our business.
Had the Service Agreements been in place with effect from FY2010, the aggregate remuneration
(including CPF contributions and other benefits) paid to the Appointees for FY2010 would have been
approximately S$1.2 million instead of approximately S$0.5 million and our PBT for FY2010 would have
been approximately S$5.2 million instead of approximately S$6.0 million.
Our Group has also previously entered into various letters of employment with all our Executive
Officers. Such letters typically provide for the salary payable to our Executive Officers, their working
hours, medical benefits, grounds of termination and certain restrictive covenants.
Save as disclosed above, there are no other existing or proposed service agreements between our
Company or our Subsidiaries and any of our Directors or Executive Officers.
There is no existing or proposed service contract entered or to be entered into by our Directors with our
Company or any of our Subsidiaries which provide for benefits upon termination of employment.

129

CORPORATE GOVERNANCE
Our Directors recognise the importance of good corporate governance and in offering high standards
of accountability to our Shareholders.
We believe our Directors possess the relevant experience and expertise to act as directors of our
Company, as evidenced by their business and working experience set out in the section entitled
Directors, Management and Staff of this Offer Document. In addition, our Executive Directors, Lee
Koh Yong, Lee Cheng Chye, and Chan Teck Ee Vincent have in March 2011 attended the SID Listed
Company Director (LCD) Certification Programme Understanding the Regulatory Environment in
Singapore: What Every Director Ought to Know jointly organised by the SGX-ST and the Singapore
Institute of Directors to familiarise themselves with the roles and responsibilities of a director of a
publicly listed company in Singapore. Our Non-Executive Director, Foo Shiang Ping has in November
2010 attended the Listed Company Director Programme Module 3: Risk Management Essentials and
Module 2: Audit Committee Essentials jointly organised by the SGX-ST and the Singapore Institute of
Directors to familiarise himself with the roles and responsibilities of a director of a publicly listed
company in Singapore. Our Independent Directors, Ng Tiak Soon and Lye Hoong Yip Raymond have
prior experience as directors of public listed companies in Singapore.
Our Company has implemented the corporate governance model as set out below:

Board of Directors

Audit Committee

Remuneration
Committee

Nominating
Committee

Chairman
Ng Tiak Soon

Chairman
Lye Hoong Yip
Raymond

Chairman
Ng Tiak Soon

Members
Foo Shiang Ping
Lye Hoong Yip
Raymond

Members
Ng Tiak Soon
Foo Shiang Ping

Members
Lee Cheng Chye
Foo Shiang Ping

Audit Committee
Our Audit Committee comprises Ng Tiak Soon, Foo Shiang Ping and Lye Hoong Yip Raymond. The
Chairman of the Audit Committee is Ng Tiak Soon.
Our Audit Committee will assist our Board in discharging its responsibility to safeguard our assets,
maintain adequate accounting records, and develop and maintain effective systems of internal control,
with the overall objective of ensuring that our management creates and maintains an effective control
environment in our Group. Our Audit Committee will provide a channel of communication between our
Board, our management and our external auditors on matters relating to audit.
Our Audit Committee will meet periodically to perform, inter alia, the following functions:
(a)

review with the external auditors the audit plan, their evaluation of the system of internal
accounting controls, their letter to management and the managements response;

130

CORPORATE GOVERNANCE
(b)

review the half yearly and annual, and quarterly if applicable, financial statements and results
announcements before submission to our Board for approval, focusing in particular on changes
in accounting policies and practices, major risk areas, significant adjustments resulting from the
audit, compliance with accounting standards and compliance with the Catalist Rules and any
other relevant statutory or regulatory requirements;

(c)

review the internal control procedures and ensure co-ordination between the external auditors
and our management, and review the assistance given by our management to the auditors, and
discuss problems and concerns, if any, arising from audits, and any matters which the auditors
may wish to discuss (in the absence of our management, where necessary);

(d)

review and discuss with the external auditors any suspected fraud or irregularity, or suspected
infringement of any relevant laws, rules or regulations, which has or is likely to have a material
impact on our Groups operating results or financial position, and our managements response;

(e)

consider and recommend the appointment or re-appointment of the external auditors and matters
relating to the resignation or dismissal of the auditors;

(f)

review interested person transactions (if any) falling within the scope of Chapter 9 of the Catalist
Rules;

(g)

review potential conflicts of interest (if any);

(h)

undertake such other reviews and projects as may be requested by our Board, and report to our
Board its findings from time to time on matters arising and requiring the attention of our Audit
Committee;

(i)

review and establish procedures for receipt, retention and treatment of complaints received by our
Group regarding inter alia, criminal offences involving our Group or its employees, questionable
accounting, auditing, business, safety or other matters that impact negatively on our Group; and

(j)

generally undertake such other functions and duties as may be required by statute or the Catalist
Rules, or by such amendments as may be made thereto from time to time.

Our Audit Committee will meet, at a minimum, on a half-yearly basis. Our Audit Committee shall also
commission an annual internal controls audit until such time that it is satisfied that the internal controls
of our Group are sufficiently robust and effective in mitigating any internal control weaknesses our
Group may have. Prior to decommissioning such annual audit, our Board shall report to the sponsor
and the SGX-ST on basis for deciding to decommission the annual audit, as well as measures taken
to rectify key weaknesses in or strengthen the internal controls of our Group. Thereafter, our Audit
Committee shall commission such audits as and when it deems fit for the purposes of satisfying itself
that the internal controls of our Group have remained robust and effective. Upon the completion of an
internal control audit, our Board shall make the appropriate disclosure via SGXNET of any weaknesses
in our Groups internal controls which may be material or of a price-sensitive nature, as well as any
follow-up actions to be taken by our Board.
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 operating results and/or financial position. In the event that a member of our
Audit Committee is interested in any matter being considered by our Audit Committee, he will abstain
from reviewing that particular transaction or voting on that particular resolution.
131

CORPORATE GOVERNANCE
Our Audit Committee has considered the following in respect of Mr Teo Theng Hows appointment as
our FC:

The qualification and past working experiences of Mr Teo including his prior experience with Ernst
& Young LLP and as senior corporate audit specialist with 3M Asia Pacific Pte Ltd, as being
compatible with his position as our Groups FC;

Mr Teo demonstration of the requisite competency in finance related matters in connection with
the preparation for the Listing; and

The absence of negative feedback on Mr Teo from the representatives of our Groups
Independent Auditors and Reporting Accountants;

Mr Teos responses to questions posed to him at various meetings and discussions; and

The absence of negative feedback on Mr Teo from background investigation checks and
character references.

Based on the foregoing, our Audit Committee is of the view that Mr Teo is suitable for the position of
FC of our Group.
Remuneration Committee
Our Remuneration Committee comprises Ng Tiak Soon, Foo Shiang Ping and Lye Hoong Yip
Raymond. The Chairman of the Remuneration Committee is Lye Hoong Yip Raymond.
Our Remuneration Committee will recommend to our Board a framework of remuneration for our
Directors and Executive Officers, and determine specific remuneration packages for each Executive
Director. The recommendations of our Remuneration Committee shall be submitted for endorsement by
the entire Board. All aspects of remuneration, including but not limited to Directors fees, salaries,
allowances, bonuses, options and benefits-in-kind shall be covered by our Remuneration Committee.
In addition, our Remuneration Committee will perform an annual review of the remuneration of
employees related to our Directors and Substantial Shareholders to ensure that their remuneration
packages are in line with our staff remuneration guidelines and commensurate with their respective job
scopes and level of responsibilities. They will also review and approve any bonuses, pay increases
and/or promotions for these employees. Each member of the Remuneration Committee shall abstain
from voting on any resolutions in respect of his remuneration package or that of employees related to
him.
Nominating Committee
Our Nominating Committee comprises Lee Cheng Chye, Ng Tiak Soon and Foo Shiang Ping. The
Chairman of the Nominating Committee is Ng Tiak Soon.
Our Nominating Committee will be responsible for:
(a)

making recommendations to the Board on all board appointments, including re-nominations,


having regard to the directors contribution and performance (for example, attendance,
preparedness, participation and candour) including, if applicable, as an independent director. All
directors should be required to submit themselves for re-nomination and re-election at regular
intervals and at least every three (3) years;

132

CORPORATE GOVERNANCE
(b)

determining annually whether or not a director is independent;

(c)

in respect of a director who has multiple board representations on various companies, deciding
whether or not such director is able to and has been adequately carrying out his/her duties as
director, having regard to the competing time commitments that are faced when serving on
multiple boards;

(d)

reviewing and approving any new employment of related persons and the proposed terms of their
employment; and

(e)

deciding how the Boards performance is to be evaluated and propose objective performance
criteria, subject to the approval by the Board, which address how the Board has enhanced long
term Shareholders value. The Board will also implement a process to be proposed by the
Nominating Committee for assessing the effectiveness of the Board as a whole and for assessing
the contribution of each individual director to the effectiveness of the Board (if applicable).

Our Nominating Committee will decide how the Boards performance is to be evaluated and will
propose objective performance criteria, subject to the approval of the Board, which address how the
Board has enhanced long-term shareholders value. The Board will also implement a process to be
carried out by our Nominating Committee for assessing the effectiveness of the Board as a whole and
for assessing the contribution of each individual Director to the effectiveness of the Board.
Each member of the Nominating Committee shall abstain from voting on any resolution and making any
recommendations and/or participating in any deliberations of our Nominating Committee in respect of
the assessment of his performance or re-nomination as Director. In the event that any member of the
Nominating Committee has an interest in a matter being deliberated upon by the Nominating
Committee, he will abstain from participating in the review and approval process relating to that matter.
Board Practices
Our Directors are appointed by our Shareholders at a general meeting and an election of Directors is
held annually. One third (or the number nearest to one third) of our Directors, are required to retire from
office at each annual general meeting. Further, all Directors are required to retire from office at least
once in every three years. However, a retiring Director is eligible for re-election at the meeting at which
he retires.

133

EXCHANGE CONTROLS
The following is a description of the exchange controls that exist in the jurisdiction which our Group
operates in.
Singapore
There are no Singapore governmental laws, decrees, regulations or other legislation in force that may
affect:
(a)

the import or export of capital, including the availability of cash and cash equivalents for use by
our Group; and

(b)

the remittance of dividends, interest or other payments to non-resident holders of our Companys
securities.

134

TAXATION
The following is a discussion of certain tax matters arising under the current tax laws in Singapore and
is not intended to be and does not constitute legal or tax advice. While this discussion is considered to
be a correct interpretation of existing laws in force, no assurance can be given that courts or fiscal
authorities responsible for the administration of such laws will agree with this interpretation or that
changes in such laws will not occur. The discussion is limited to a general description of certain tax
consequences in Singapore with respect to ownership of the Shares by Singapore investors, and does
not purport to be a comprehensive nor exhaustive description of all the tax considerations that may be
relevant to a decision to purchase the Shares. Prospective investors should consult their tax advisors
regarding Singapore tax and other tax consequences of owning and disposing of the Shares. It is
emphasised that neither the Company, the Directors nor any other persons involved in the Placement
accepts responsibility for any tax effects or liabilities resulting from the subscription for, purchase,
holding or disposal of the Shares.
SINGAPORE INCOME TAX
Corporate income tax
Singapore resident and non-resident corporate taxpayers are subject to Singapore income tax on:
(i)

income accruing in or derived from Singapore; and

(ii)

foreign-sourced income received or deemed received in Singapore, unless otherwise exempted.

Foreign income in the form of branch profits, dividends and service fee income (specified foreign
income) received or deemed received in Singapore by a Singapore tax resident corporate taxpayer are
exempted from Singapore income if certain prescribed conditions are met.
A company is regarded as a tax resident in Singapore if the control and management of its business
is exercised in Singapore.
The corporate tax rate in Singapore is 17% with effect from Year of Assessment 2010 with partial
exemption on the first $300,000 of a companys normal chargeable income. The partial tax exemption
does not apply to Singapore franked dividends received by companies.
Individual income tax
An individual taxpayer (both resident and non-resident) is subject to Singapore income tax on income
accrued in or derived from Singapore, subject to certain exceptions. Foreign-sourced personal income
received or deemed received in Singapore by a Singapore tax resident individual (except where such
income is received through a partnership) is exempt from tax in Singapore. Certain investment income
derived from Singapore sources by individuals will also be exempt from tax.
Currently, a Singapore tax resident individual is subject to tax at the progressive rates, ranging from 0%
to 20%.
A non-Singapore tax resident individual is normally taxed at the tax rate of 20% except that Singapore
employment income is taxed at a flat rate of 15% or at resident rates, whichever yields a higher tax.
An individual is regarded as tax resident in Singapore if, in the calendar year preceding the year of
assessment, he was physically present in Singapore or exercised employment in Singapore (other than
as a director of a company) for 183 days or more, or if he ordinarily resides in Singapore.
135

TAXATION
DIVIDEND DISTRIBUTIONS
Singapore does not impose withholding tax on dividends paid to Singapore tax resident or nonSingapore resident shareholders.
Our Company is under the one-tier corporate tax system. Under the one-tier system, the corporate tax
payable would constitute a final tax and the company can pay tax exempt (1-tier) dividends to the
shareholders subject to the Companies Act. The tax exempt (1-tier) dividends are tax exempt from
Singapore taxation in the hands of Singapore shareholders (both individual and corporate).
GAINS ON DISPOSAL OF THE SHARES
Singapore does not impose tax on capital gains. However, there are no specific laws or regulations
which deal with the characterisation of capital gains, and hence, gains may be construed to be of a
revenue nature and subject to tax especially if they arise from activities which the Inland Revenue
Authority of Singapore (IRAS) regard as the carrying on of a trade or business in Singapore.
Any profit from the disposal of the Shares if regarded as capital gains by the IRAS is not taxable in
Singapore, unless the seller is regarded as having derived gains of a revenue nature, in which case,
the disposal profits would be taxable as trading income and not treated as non-taxable capital gains.
STAMP DUTY
There is no stamp duty payable on the subscription of our Shares.
Stamp duty is payable on the instrument of transfer of our Shares at the rate of S$2.00 for every
S$1,000 or part thereof in market value of our Shares registered in Singapore. The purchaser is liable
for stamp duty, unless there is an agreement to the contrary. No stamp duty is payable if no instrument
of transfer is executed or the instrument of transfer is executed outside Singapore. However, stamp
duty may be payable if the instrument of transfer which is executed outside Singapore is received in
Singapore.
Stamp duty is not applicable to electronic transfers of our Shares through the CDP.
GOODS AND SERVICES TAX (GST)
The sale of our Shares by an investor belonging in Singapore through an SGX-ST member or to
another person belonging in Singapore is an exempt supply not subject to GST. Generally, any GST
directly or indirectly incurred by the GST-registered investor in respect of this exempt supply will
become an additional cost to the investor.
Where our Shares are sold by a GST registered investor to a person belonging outside Singapore, the
sale is a taxable sale subject to GST at zero-rate if certain conditions are met. Any GST incurred by a
GST-registered investor in the making of this taxable supply in the course or furtherance of a business
may be recovered from the Comptroller of GST.
Services such as brokerage, handling and clearing charges rendered by a GST-registered person to an
investor belonging in Singapore in connection with the investors purchase, sale, holding of shares will
be subject to GST at the standard rate currently at 7.0%. Similar services rendered to an investor
belonging outside Singapore may be zero-rated if certain conditions are met.

136

CLEARANCE AND SETTLEMENT


Upon listing and quotation on the Catalist, our Shares will be traded under the book-entry settlement
system of the CDP, and all dealings in and transactions of the Shares through the Catalist will be
effected in accordance with the terms and conditions for the operation of securities accounts with the
CDP, as amended from time to time.
Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on behalf
of persons who maintain, either directly or through depository agents, securities accounts with CDP.
Persons named as direct securities account holders and depository agents in the depository register
maintained by the CDP, rather than CDP itself, will be treated, under our Articles and the Companies
Act, as members of our Company in respect of the number of Shares credited to their respective
securities accounts.
Persons holding the Shares in securities account with CDP may withdraw the number of Shares they
own from the book-entry settlement system in the form of physical share certificate(s). Such share
certificates will, however, not be valid for delivery pursuant to trades transacted on the Catalist,
although they will be prima facie evidence of title and may be transferred in accordance with our
Articles. A fee of S$10.00 for each withdrawal of 1,000 Shares or less and a fee of S$25.00 for each
withdrawal of more than 1,000 Shares is payable upon withdrawing the Shares from the book-entry
settlement system and obtaining physical share certificates. In addition, a fee of S$2.00 or such other
amount as our Directors may decide, is payable to the share registrar for each share certificate issued
and a stamp duty of S$10.00 is also payable where our Shares are withdrawn in the name of the person
withdrawing our Shares or S$0.20 per S$100.00 or part thereof of the last transacted price where it is
withdrawn in the name of a third party. Persons holding physical share certificates who wish to trade
on the Catalist must deposit with CDP their share certificates together with the duly executed and
stamped instruments of transfer in favour of CDP, and have their respective securities accounts
credited with the number of Shares deposited before they can effect the desired trades. A fee of
S$20.00 is payable upon the deposit of each instrument of transfer with CDP.
Transactions in the Shares under the book-entry settlement system will be reflected by the sellers
securities account being debited with the number of Shares sold and the buyers securities account
being credited with the number of Shares acquired. No transfer of stamp duty is currently payable for
the Shares that are settled on a book-entry basis.
A Singapore clearing fee for trades in our Shares on the Catalist is payable at the rate of 0.04% of the
transaction value subject to a maximum of S$600.00 per transaction. The clearing fee, instrument of
transfer deposit fee and share withdrawal fee may be subject to Singapore Goods and Services Tax at
the prevailing rate 7.0%. Dealings of our Shares will be carried out in Singapore dollars and will be
effected for settlement on CDP on a scripless basis. Settlement of trades on a normal ready basis on
the Catalist generally takes place on the third Market Day following the transaction date, and payment
for the securities is generally settled on the following business day. CDP holds securities on behalf of
investors in securities accounts. An investor may open a direct account with CDP or a sub-account with
a CDP depository agent. The CDP depository agent may be a member company of the SGX-ST, bank,
merchant bank or trust company.

137

GENERAL AND STATUTORY INFORMATION


INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS
1.

Save as disclosed below, none of our Directors, Executive Officers or Controlling Shareholders:
(a)

had at any time during the last ten years, had an application or a petition under any
bankruptcy laws of any jurisdiction filed against him or against a partnership of which he was
a partner at the time when he was a partner or at any time within two years from the date
he ceased to be a partner;

(b)

had at any time during the last ten years, had an application or a petition under any law of
any jurisdiction filed against an entity (not being a partnership) of which he was a director or
an equivalent person or a key executive, at the time when he was a director or an equivalent
person or a key executive of that entity or at any time within two years from the date he
ceased to be a director or an equivalent person or a key executive of that entity, for the
winding up or dissolution of that entity or, where that entity is the trustee of a business trust,
that business trust, on the ground of insolvency;

(c)

has any unsatisfied judgment against him;

(d)

has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or
dishonesty, which is punishable with imprisonment, or has been the subject of any criminal
proceedings (including any pending criminal proceedings of which he is aware) for such
purpose;

(e)

has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of
any law or regulatory requirement that relates to the securities or futures industry in
Singapore or elsewhere, or been the subject of any criminal proceedings (including any
pending criminal proceedings of which he is aware) for such breach;

(f)

had at any time during the last ten years, had judgment entered against him in any civil
proceedings in Singapore or elsewhere involving a breach of any law or regulatory
requirement that relates to the securities or futures industry in Singapore or elsewhere, or a
finding of fraud, misrepresentation or dishonesty on his part, or been the subject of any civil
proceedings (including any pending civil proceedings of which he is aware) involving an
allegation of fraud, misrepresentation or dishonesty on his part;

(g)

has ever been convicted in Singapore or elsewhere of any offence in connection with the
formation or management of any entity or business trust;

(h)

has ever been disqualified from acting as a director or an equivalent person of any entity
(including the trustee of a business trust), or from taking part directly or indirectly in the
management of any entity or business trust;

(i)

has ever been the subject of any order, judgment or ruling of any court, tribunal or
governmental body, permanently or temporarily enjoining him from engaging in any type of
business practice or activity;

(j)

has ever, to his knowledge, been concerned with the management or conduct, in Singapore
or elsewhere, of the affairs of:
(i)

any corporation which has been investigated for a breach of any law or regulatory
requirement governing corporations in Singapore or elsewhere;

138

GENERAL AND STATUTORY INFORMATION


(ii)

any entity (not being a corporation) which has been investigated for a breach of any law
or regulatory requirement governing such entities in Singapore or elsewhere;

(iii)

any business trust which has been investigated for a breach of any law or regulatory
requirement governing business trusts in Singapore or elsewhere; or

(iv) any entity or business trust which has been investigated for a breach of any law or
regulatory requirement that relates to the securities or futures industry in Singapore or
elsewhere,
in connection with any matter occurring or arising during the period when he was so
concerned with the entity or business trust; or
(k)

has been the subject of any current or past investigation or disciplinary proceedings, or has
been reprimanded or issued any warning, by the Authority or any other regulatory authority,
exchange, professional body or governmental agency, whether in Singapore or elsewhere.
Disclosures relating to our Executive Chairman, Mr Lee Koh Yong
In September 2003, Mr Lee committed and was convicted for an offence under Section
68(1)(b) of the Road Traffic Act for being in charge of a motor vehicle which was on a road,
but not driving the vehicle, under the influence of alcohol. He was fined S$1,000.
Subsequently, in December 2004, Mr Lee was involved in a drink driving incident and was
convicted under Section 67(1)(b) of the Road Traffic Act. He was suspended from driving for
a period of three years for the offence. A two-week jail term was imposed on him. Both
matters were settled through court result.
In 2006, Mr Lee assisted with the inquiry into the tender process of one of our contracts by
the Corrupt Practices Investigation Bureau. Neither Mr Lee nor anyone in our Group has
since been asked to assist further.
Disclosures relating to our Executive Director and Chief Operating Officer, Mr Chan Teck Ee
Vincent
Mr Chan was a director of Galax Services Pte Ltd (Galax).
In 1990, Mr Chan assisted in the investigation by CPF Board as a director of Galax in relation
to false declaration by the company of one of its employees income for the purpose of CPF
contribution. Galax was fined S$91,000 by the CPF Board. No charges were made against
Mr Chan individually as a director of the company in connection with the above. This matter
was resolved upon payment of such fine by Galax.
In 1991, Mr Chan assisted in the investigation by MOM as a director of Galax in relation to
illegal deployment of worker where a construction worker was sub-contracted to Galax as a
recycling worker. Galax was fined S$19,800 by MOM. This matter was resolved upon
payment of such fine by Galax. No charges were made against Mr Chan individually as a
director of the company in connection with the above.
Mr Chan was a director of NWI Recycling Pte Ltd since the date of its incorporation, 22 June
2001 until its dissolution. NWI Recycling was wound up voluntarily by its creditors on 15
March 2010.

139

GENERAL AND STATUTORY INFORMATION


Mr Chan was involved in a motor vehicle accident incident and was convicted for drink
driving offence under the Road Traffic Act. He was fined and suspended from driving for a
period of 30 months for the offence.
Disclosures relating to our Independent Director, Mr Ng Tiak Soon
Mr Ng was a director of Kengly Offset Printing Pte Ltd (Kengly), a company which was
incorporated in Singapore sometime in 1979. Kengly was a dormant company when he
joined as a director on 25 March 1980. Sometime in late 1981/early 1982, or thereabouts,
summons were issued by the Registry of Companies (now known as the Accounting and
Regulatory Authority of Singapore) against the directors of Kengly for failure to hold Kenglys
annual general meeting and file Kenglys annual return within the requisite period. The
matter was resolved upon payment of a fine of about S$200 by each director. Subsequently,
Mr Ng resigned as a director of Kengly on 30 April 1982.
In late 2003 or 2004, Mr Ng had assisted in investigations conducted by the Commercial
Affairs Department (CAD) in relation to the affairs of a company incorporated in Singapore.
Mr Ng was interviewed by the CAD in his capacity as an audit partner of Messrs Ernst &
Young, which had provided audit and other services to this company. Mr Ng was not the
subject of investigations and was not involved in the management of this company at any
time.
Disclosures relating to our Independent Director, Mr Lye Hoong Yip Raymond
In April 2009, Mr Lye was interviewed on one occasion by the Corrupt Practices Investigation
Bureau in relation to a corporate loan from one company to another in his capacity as the
solicitor who drafted the loan documentation. Mr Lye was not the subject of investigations
and was not involved in the management of any of the involved companies at any time.
Assistance in MOM investigations by certain of our Directors and Executive Officers
In 1999, Mr Lee Cheng Chye assisted in investigation conducted by MOM as a director of
800 Super in relation to illegal deployment of worker where a foreign construction worker
whom was supplied by an employment agency to 800 Super was engaged by 800 Super as
a waste disposal truck attendant. Mr Lee Cheng Chye accepted the offer of composition
made by MOM and paid the composition sum of S$1,000. 800 Super was fined a total sum
of S$8,720. This matter was resolved upon payment of such fine by 800 Super and such
composition sum by Mr Lee Cheng Chye.
In 2001, Mr Lee Koh Yong was fined for the sum of S$1,000 as a director of 800 Super and
800 Super was fined for a sum of S$4,000 after MOM revealed that certain employees of
800 Supers sub-contractor were deployed as cleaning workers for town council projects in
contravention of provisions of the Employment of Foreign Manpower Act. Mr Lee Koh Yong
assisted in the investigation conducted by MOM in his capacity as a director of 800 Super
relating to the above matter. This matter was resolved upon payment of such fine by 800
Super and Mr Lee Koh Yong.

140

GENERAL AND STATUTORY INFORMATION


In 2002, Mr Lee Koh Yong was fined S$2,500 as a director of 800 Super and 800 Super was
fined for a sum of S$15,000 having found by MOM to have involved in deploying two
construction foreign workers subcontracted to 800 Super by Chye Thiam Maintenance Pte
Ltd as cleaning workers for town council projects in contravention of provisions of the
Employment of Foreign Manpower Act. This matter was resolved upon payment of such fine
by 800 Super and Mr Lee Koh Yong.
In 2005, Mr Lee Koh Yong was fined S$1,000 as a former director of YS Yong and YS Yong
was fined for a sum of S$2,000. This arose from the inspection by MOM that YS Yongs
foreign worker whose job scope was to carry out grass-cutting, was alleged to have
undertaken cleaning works while the said worker was helping out as an interpreter at a
worksite. This was in contravention of provisions of the Employment of Foreign Manpower
Act. This matter was resolved upon payment of such fine by YS Yong and Mr Lee Koh Yong.
Both Mr Lee Cheng Chye (as a manager of Green Recycling) and Mr Lee Chuan Heng (as
a director of Green Recycling) assisted in investigation conducted by MOM, regarding the
death of a former employee of Green Recycling who was pinned under a forklift on 7 October
2008. An advisory letter was issued to Mr Lee Cheng Chye as a manager of Green Recycling
by MOM on 16 February 2009 stating that they have concluded their investigation into the
aforementioned accident and would not take any further actions against him for the accident.
A warning letter was issued to the director of Green Recycling by MOM on 16 February 2009
requiring the director of Green Recycling to ensure that the workplace is made safe for
workers in compliance with the provisions of the Workplace Safety and Health Act. There
was no penalty or any other forms of punishment imposed on the directors of Green
Recycling.
In 2011, YS Yong, following an audit review conducted by MOM on YS Yong in June 2010,
undertook to MOM that YS Yong shall rectify the issue relating its workers having found to
have worked in excess of the maximum working hours prescribed under the Employment Act
and were underpaid for work performed on public holidays and rest days and that YS Yong
had paid back differences in salary in respect of one of the workers. Mr Lee Cheng Chye was
interviewed by MOM in his capacity as a director of YS Yong relating to the aforementioned
matter. There was no penalty or any other forms of punishment imposed on YS Yong or Mr
Lee Cheng Chye.
2.

No person has been, or has the right to be, given an option to subscribe for or purchase any
securities of our Company or any of our subsidiaries.

3.

There is no shareholding qualification for Directors under the Articles of Association of our
Company.

4.

Save as disclosed in the sections entitled Restructuring Exercise and Interested Person
Transactions of this Offer Document, none of our Directors is interested, directly or indirectly, in
the promotion of, or in any property or assets which have, within the two years preceding the date
of this Offer Document, been acquired or disposed of by or leased to, our Company or our
Subsidiaries.

5.

No sum or benefit has been paid or is agreed to be paid to any Director or expert, or to any firm
in which such Director or expert is a partner or any corporation in which such Director or expert
holds shares or debentures, in cash or shares or otherwise, by any person to induce him to
become, or to qualify him as, a Director, or otherwise for services rendered by him or by such firm
or corporation in connection with the promotion or formation of our Company.
141

GENERAL AND STATUTORY INFORMATION


SHARE CAPITAL
6.

As at the Latest Practicable Date, there was only one class of shares in the capital of our
Company. The rights and privileges attached to our Shares are stated in the Articles of Association
of our Company. There are no founder, management or deferred shares. The Substantial
Shareholders of our Company are not entitled to any different voting rights from the other
Shareholders.

7.

Save as disclosed below and in the section entitled Share Capital of the Offer Document, there
were no changes in the issued and paid-up share capital of our Company or our subsidiaries
within the three years preceding the Latest Practicable Date:

8.

Company

Date of
issue/increase

Increase in
issued and
paid up capital

800 Landscape

21 October 2009

S$50,000

Purpose of issue/
Consideration
Incorporation/
S$ 1 for each share

Resultant
issued share
capital
S$50,000

Save as disclosed in paragraph 7 above, no Shares in, or debentures of, our Company or any of
our subsidiaries had been issued, or were proposed to be issued, as fully or partly paid for in cash
or for a consideration other than cash, within the three years preceding the date of this Offer
Document.

MEMORANDUM AND ARTICLES OF ASSOCIATION


9.

Our Company is registered in Singapore with registration number 201108701K. The main object
of our Company is to carry on business as an investment holding company and to engage in the
waste collection business.

10. A summary of our Articles of Association providing for, inter alia, transferability of Shares,
Directors voting rights, borrowing powers of Directors and dividend rights are set out in Appendix
E of this Offer Document. The Articles of Association of our Company is available for inspection
at our registered office in accordance with paragraph 29(a) under General and Statutory
Information Documents Available for Inspection of this Offer Document.
MATERIAL CONTRACTS
11.

Save as disclosed in paragraph 12 below, the following contracts, not being contracts entered into
in the ordinary course of business of our Group, have been entered into by our Company and our
subsidiaries within the two years preceding the date of lodgement of this Offer Document and are
or may be material:
(a)

Agreement for Provision of Technical Know-How dated 27 March 2009 between 800 Super
and C S Enviro Engineering Services (C S Enviro), pursuant to which 800 Super provide
C S Enviro with such technical know-how, information and assistance to C S Enviro to
enable C S Enviro to provide waste management and services including public waste
collection, industrial and commercial waste collection, cleaning and conservancy services,
recycling and auxillary services in the United Arab Emirates (UAE) and eventually the AGCC
Region including Oman, Saudi Arabia, Qatar, Bahrain, Kuwait, Yemen, Jordan, extending to
the Indian Subcontinent at the consideration and on the terms and conditions set out in the
agreement. This agreement is subject to UAE and/or Indian Laws.
142

GENERAL AND STATUTORY INFORMATION


(b)

Variation of Lease dated 3 June 2009 between JTC as lessor and 800 Super as lessee in
respect of the leasehold estate in the land located at No. 17A Senoko Way.

(c)

Variation of Lease dated 27 April 2011 between JTC as lessor and 800 Super as lessee in
respect of the leasehold estate in the land located at No. 2 Loyang Walk.

(d)

Option to Purchase dated 29 September 2009 granted by Unisteel Technology Limited to


800 Super to purchase the property at 2 Loyang Walk for the purchase price of S$2,410,000
and duly accepted by 800 Super on 12 October 2009.

(e)

Option to Purchase dated 8 July 2008 granted by Pay Ah Heng Contractor Pte Ltd to 800
Super to purchase the property at 17A Senoko Way for the purchase price of S$2,800,000
and duly accepted by 800 Super on 21 July 2008.

(f)

Share Swap Agreement dated 9 May 2011 entered into between our Company (as the
purchaser) and Lee Koh Yong, Lee Hock Seong, Lee Cheng Chye, Lee Kim Eng, Lee Thiam
Seng and Lee Chuan Heng (as the vendors) pursuant to which our Company acquired the
entire equity interest of all our Subsidiaries at a consideration which was satisfied by the
allotment and issue of an aggregate of 4,999,999 Shares to such parties as set out in the
share swap agreement.

MANAGEMENT AND PLACEMENT ARRANGEMENTS


12.

Pursuant to the Management Agreement dated 6 July 2011 entered into between our Company,
the Vendors and PPCF, our Company and the Vendors appointed PPCF to manage and sponsor
the Placement. PPCF will receive a management fee for such services rendered.
Pursuant to the Placement Agreement dated 6 July 2011 entered into between our Company, the
Vendors and PPCF as the Placement Agent, our Company and the Vendors appointed PPCF as
the Placement Agent and PPCF agreed to subscribe or procure purchasers for and/or
subscriptions for the Placement Shares for a placement commission of 3.0% of the Placement
Price for each Placement Share. PPCF may, at its absolute discretion appoint one or more
secondary sub-placement agents for the Placement.
Purchasers and/or subscribers of the Placement Shares may be required to pay a brokerage of
up to 1.0% of the Placement Price to the Placement Agent (and the prevailing GST, if applicable).
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 Offer Document 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 or any of our subsidiaries.
The Management Agreement may be terminated by PPCF, at any time on or before the close of
the Application List, on the occurrence of certain events including the following:
(A)

PPCF becomes aware of any breach by our Company and/or its agent(s) or the Vendors of
any warranties, representations, covenants or undertakings given by our Company to PPCF
in the Management Agreement; or

143

GENERAL AND STATUTORY INFORMATION


(B)

there shall have been, since the date of the Management Agreement, any changes to or
prospective change in or any introduction or prospective introduction of any legislation,
regulation, policy, directive, guideline, rule or byelaw by any relevant government or
regulatory body, whether or not having the force of law, or any other occurrence of similar
nature that would materially change the scope of work, responsibility or liability required of
PPCF.

The Placement Agreement is conditional upon the Management Agreement not being terminated
or rescinded pursuant to the provisions of the Management Agreement and may be terminated on
the occurrence of certain events, including those specified above. In the event that the
Management Agreement, or the Placement Agreement is terminated, our Company reserves the
right, at the absolute discretion of our Directors, to cancel the Placement.
In the reasonable opinion of our Directors, PPCF does not have any material relationship with our
Company, save as disclosed below:
(a)

PPCF is the Manager, Sponsor and Placement Agent in relation to the Listing;

(b)

PPCF will be our continuing Sponsor for a period of three years from the date we are
admitted to and listed on Catalist; and

(c)

Pursuant to the Management Agreement and as part of PPCFs fees as the Manager and
Sponsor, our Company will issue and allot to PPCF 2,238,000 PPCF Shares representing
1.25% of the post-Placement issued share capital of the Company, at the Placement Price
for each PPCF Share.

LITIGATION
13. Save as disclosed below, there are no legal or arbitration proceedings, including those which are
pending or known to be contemplated, which may have or have had during the last 12 months
prior to the date of lodgement of this Offer Document, a material effect on our Groups financial
position or profitability:
We have been served with a writ of summons filed on 14 March 2011. The writ of summons was
filed by one Lee Chew Chiew, an employee of our Group at the relevant time, who was involved
in an industrial accident at the worksite of one of our Groups customers, namely SBS Transit. Our
Group has referred the matter to our insurers and our Executive Directors believe that the claim
is covered by the workmans compensation insurance policy that we have purchased.
MISCELLANEOUS
14. The nature of the business of our Company has been stated earlier in this Offer Document. The
corporations which by virtue of Section 6 of the Companies Act are deemed to be related to our
Company are set out in the section entitled Group Structure of this Offer Document.
15. There has been no previous issue of Shares by our Company or offer for sale of our Shares to the
public within the two years preceding the date of this Offer Document.
16. There has not been any public take-over offer by a third party in respect of our Shares or by our
Company in respect of shares of another corporation or units of a business trust which has
occurred between FY2010 and the Latest Practicable Date.

144

GENERAL AND STATUTORY INFORMATION


17. No expert is employed on a contingent basis by our Company or our Subsidiaries, or has an
interest, whether direct or indirect, in the shares of our Company or our Subsidiaries, or has a
material economic interest, whether direct or indirect, in our Company, including an interest in the
success of the Placement.
18. No amount of cash or securities or benefit has been paid or given to any promoter within the two
years preceding the Latest Practicable Date or is proposed or intended to be paid or given to any
promoter at any time.
19. Save as disclosed in the section entitled General and Statutory Information Management and
Placement Arrangements of this Offer Document, no commission, discount or brokerage has
been paid or other special terms granted within the two years preceding the Latest Practicable
Date or is payable to any Director, promoter, expert, proposed director or any other person for
subscribing/purchasing or agreeing to subscribe/purchase or procuring or agreeing to procure
purchasers for and/or subscriptions for any shares in, or debentures of, our Company or our
Subsidiaries.
20. Application monies received by our Company in respect of successful applications (including
successful applications which are subsequently rejected) will be placed in a separate non-interest
bearing account with the Receiving Banker. In the ordinary course of business, the Receiving
Banker may deploy these monies in the inter-bank money market. All profits derived from the
deployment of such monies will accrue to the Receiving Banker. 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 revenue or any other benefit arising therefrom.
21. Save as disclosed in this Offer Document, our Directors are not aware of any relevant material
information including trading factors or risks which are unlikely to be known or anticipated by the
general public and which could materially affect the profits of our Company and our Subsidiaries.
22. Save as disclosed in this Offer Document, the financial condition and operations of our Group are
not likely to be affected by any of the following:
(a)

known trends or demands, commitments, events or uncertainties that will result in or are
reasonably likely to result in our Groups liquidity increasing or decreasing in any material
way;

(b)

material commitments for capital expenditure;

(c)

unusual or infrequent events or transactions or any significant economic changes that may
materially affect the amount of reported income from operations; and

(d)

the business and financial prospects and any significant recent trends in production, sales
and inventory, and in the costs and selling prices of products and services and known trends
or uncertainties that have had or that we reasonably expect will have a material favourable
or unfavourable impact on revenues, profitability, liquidity, capital resources or operating
income or that would cause financial information disclosed to be not necessarily indicative
of the future operating results or financial condition of our Company.

23. Save as disclosed in this Offer Document, our Directors are not aware of any event which has
occurred since the end of FY2010 to the Latest Practicable Date which may have a material effect
on the financial position and results of our Group or the financial information provided in this Offer
Document.
145

GENERAL AND STATUTORY INFORMATION


24. Details, including the name, address and professional qualifications including membership in a
professional body of the auditors of our Company and Subsidiaries (for purposes of preparing the
Independent Auditors Report on the Combined Financial Statements for the Financial Years
Ended 30 June 2008, 2009 and 2010) for the Period Under Review up to the date of lodgement
of this Offer Document are as follows:
Name, Professional
Qualification and Address
Nexia TS Public Accounting
Corporation
Public Accountants and
Certified Public Accountants
5 Shenton Way
#16-00 UIC Building
Singapore 068808

Professional Body
Institute of Certified
Public Accountants of
Singapore

Director-in-charge/
Professional Qualification
Loh Ji Kin
(A practicing member of
the Institute of Certified
Public Accountants of
Singapore)

We currently have no intention of changing our auditors after the listing of our Company on
Catalist.
CONSENTS
25. The Independent Auditors and Reporting Accountants, Nexia TS Public Accounting Corporation
has given and has not withdrawn its written consent to the issue of this Offer Document with the
inclusion herein of the Independent Auditors Report on the Combined Financial Statements of
800 Super Holdings Limited for the Financial Years Ended 30 June 2008, 2009 and 2010,
Independent Auditors Review Report on the Unaudited Combined Financial Statements of 800
Super Holdings Limited for the Six-Month Period Ended 31 December 2010, Independent
Auditors Report on the Unaudited Pro Forma Combined Financial Information of 800 Super
Holdings Limited for the Financial Year Ended 30 June 2010 and Independent Auditors Report on
the Unaudited Pro Forma Combined Financial Information of 800 Super Holdings Limited for the
Six-Month Period Ended 31 December 2010 as set out in the Appendices A, B, C and D of this
Offer Document, in the form and context in which they are respectively included and references
to their name in the form and context in which it appears in this Offer Document and to act in such
capacity in relation to this Offer Document.
26. The Manager, Sponsor and Placement Agent, the Solicitors to the Placement and the Legal
Advisers to our Company on Singapore Law, the Share Registrar and the Principal Bankers and
the Receiving Banker have each given and have not withdrawn their respective written consent
to the issue of this Offer Document with the inclusion herein of and reference to its name in the
form and context in which it appears in this Offer Document and to act in such capacities in
relation to this Offer Document.
27. Each of the Receiving Bank, the Solicitors to the Placement and the Legal Advisers to our
Company on Singapore Law, the Share Registrar and the Principal Bankers do not make or
purport to make any statement in this Offer Document and are not aware of any statement in this
Offer Document which purports to be based on a statement made by it and each of them makes
no representation regarding any statement in this Offer Document and, to the extent permitted by
law, takes no responsibility for any statement in or omission from this Offer Document.

146

GENERAL AND STATUTORY INFORMATION


RESPONSIBILITY STATEMENT BY OUR DIRECTORS AND VENDORS
28.

This Offer Document has been seen and approved by our Directors and the Vendors and they
collectively and individually accept full responsibility for the accuracy of the information given in
this Offer Document and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief, the facts stated and the opinions expressed in this Offer Document are fair
and accurate in all material respects as at the date of this Offer Document and that there are no
other facts the omission of which would make any statements herein misleading, and that this
Offer Document constitutes full and true disclosure of all material facts about the Placement, the
Vendors and our Group.

DOCUMENTS AVAILABLE FOR INSPECTION


29.

Copies of the following documents may be inspected at the registered office of our Company at
17A Senoko Way Singapore 758056, during normal business hours for a period of six months
from the date of registration of this Offer Document with the SGX-ST (acting as agent on behalf
of the Authority):
(a)

the Memorandum and Articles of Association of our Company;

(b)

the Independent Auditors Report on the Combined Financial Statements of 800 Super
Holdings Limited for the Financial Years Ended 30 June 2008, 2009 and 2010 as set out in
Appendix A of this Offer Document;

(c)

the Independent Auditors Review Report on the Unaudited Combined Financial Statements
of 800 Super Holdings Limited for the Six-Month Period Ended 31 December 2010 as set out
in Appendix B of this Offer Document;

(d)

the Independent Auditors Report on the Unaudited Pro Forma Combined Financial
Information of 800 Super Holdings Limited for the Financial Year Ended 30 June 2010 as set
out in Appendix C of this Offer Document;

(e)

the Independent Auditors Report on the Unaudited Pro Forma Combined Financial
Information of 800 Super Holdings Limited for the Six-Month Period Ended 31 December
2010 as set out in Appendix D of this Offer Document;

(f)

the material contracts referred to in paragraph 11 above;

(g)

the letters of consent referred to in paragraphs 25 to 27 above; and

(h)

the Service Agreements referred to in the section entitled Director, Management and Staff
Service Agreements of this Offer Document.

147

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
STATEMENT BY DIRECTORS
In the opinion of the directors,
(i)

the combined financial statements set out on pages A-4 to A-48 are drawn up so as to give a true
and fair view of the state of affairs of the Group as at 30 June 2008, 2009 and 2010, and of the
results, changes in equity and cash flows of the Group for the financial years then ended; and

(ii)

at the date of this statement there are reasonable grounds to believe that the Company will be
able to pay its debts as and when they fall due.

On behalf of the directors

Lee Koh Yong


Director

Lee Cheng Chye


Director

A-1

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
INDEPENDENT AUDITORS REPORT
6 July 2011
The Board of Directors
800 Super Holdings Limited
No. 17A Senoko Way
Singapore 758056
Dear Sirs
We have audited the accompanying combined financial statements of 800 Super Holdings Limited (the
Company) and its subsidiaries (collectively, the Group), set out on pages A-4 to A-48, which
comprise the combined balance sheets as at 30 June 2008, 2009 and 2010, and the combined
statements of comprehensive income, combined statements of changes in equity and combined
statements of cash flows for the Group for each of the financial years then ended, and a summary of
significant accounting policies and other explanatory notes.
Managements Responsibility for the Combined Financial Statements
Management is responsible for the preparation and fair presentation of these combined financial
statements in accordance with the provisions of the Singapore Companies Act, (Cap. 50) (the Act)
and Singapore Financial Reporting Standards. This responsibility includes:
(a)

devising and maintaining a system of internal accounting control sufficient to provide a reasonable
assurance that assets are safeguarded against loss from unauthorised use or disposition; and
transactions are properly authorised and that they are recorded as necessary to permit the
preparation of true and fair profit and loss accounts and balance sheets and to maintain
accountability of assets;

(b)

selecting and applying appropriate accounting policies; and

(c)

making accounting estimates that are reasonable in the circumstances.

Independent Auditors Responsibility


Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as
to whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial statements. The procedures selected depend on the auditors judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entitys
preparation and fair presentation of the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the entitys internal control. An audit also includes evaluating the appropriateness of accounting

A-2

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
policies used and the reasonableness of accounting estimates made by management as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
Opinion
In our opinion, the accompanying combined financial statements of the Group are properly drawn up
in accordance with the provisions of the Act and Singapore Financial Reporting Standards so as to give
a true and fair view of the state of affairs of the Group as at 30 June 2008, 2009 and 2010 and combined
results, changes in equity and cash flows for each of the financial years ended on 30 June 2008, 2009
and 2010.
Report on Other Legal and Regulatory Requirements
This report has been prepared in accordance with the Singapore Securities and Futures (Offers of
Investments) (Shares and Debentures) Regulations 2009 for the purpose of inclusion in the Offer
Document of the Company dated 6 July 2011 in connection with the initial public offering (IPO) of the
ordinary shares of the Company on the Singapore Exchange Securities Trading Limited.

Nexia TS Public Accounting Corporation


Public Accountants and Certified Public Accountants
Singapore
Director-in-charge: Loh Ji Kin
(Appointed for the financial year ended 30 June 2010)

A-3

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Combined Balance Sheets
As at 30 June 2008, 2009 and 2010
Note

2008

2009

2010

308,492

2,380,452

2,697,615

ASSETS
Current Assets
Cash and bank balances
Trade and other receivables

10,088,749

9,951,833

13,945,829

Other current assets

1,033,467

1,824,364

1,333,290

11,430,708

14,156,649

17,976,734

Non-Current Assets
Property, plant and equipment

9,779,245

13,227,022

17,214,147

Financial assets, available-for-sale

95,945

50,885

65,190

9,875,190

13,277,907

17,279,337

21,305,898

27,434,556

35,256,071

Total Assets
LIABILITIES
Current Liabilities
Trade and other payables

7,741,658

7,756,199

8,380,530

Borrowings

1,612,918

2,222,155

2,611,880

Current income tax liabilities

20

45,957

438,376

981,585

9,400,533

10,416,730

11,973,995

Non-Current Liabilities
Borrowings

2,828,135

4,409,124

5,255,352

Deferred income tax liabilities

11

635,615

733,312

878,524

3,463,750

5,142,436

6,133,876

12,864,283

15,559,166

18,107,871

8,441,615

11,875,390

17,148,200

4,050,000

4,050,000

4,100,000

Total Liabilities
NET ASSETS
EQUITY
Share capital

12

Fair value reserve

13

(50,265)

(60,625)

(43,719)

Retained profits

4,441,880

7,886,015

13,091,919

Total Equity

8,441,615

11,875,390

17,148,200

The accompanying notes form an integral part of these financial statements.


A-4

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Combined Statements of Comprehensive Income
For the Financial Years ended 30 June 2008, 2009 and 2010

Note

Financial years ended 30 June


2008
2009
2010
$
$
$

Revenue

14

55,354,573

60,836,723

69,580,324

Other income

15

298,244

344,868

415,585

Other losses

16

(450)

(11,950)

(21,656)

(22,348,466)

(22,276,267)

(22,928,402)

(3,063,601)

(4,174,443)

(5,697,972)

Purchase of supplies and disposal charges


Sub-contractor charges
Depreciation of property, plant and equipment

(1,370,202)

(2,242,304)

(2,795,610)

Other expenses

17

(5,259,650)

(5,975,896)

(7,127,971)

Employee benefits expense

18

(21,064,862)

(22,308,237)

(25,048,608)

Finance expenses

19

(197,686)

(227,567)

(400,774)

Profit before income tax


Income tax expense

2,347,900
20

Net profit

(192,046)
2,155,854

3,964,927
(520,792)
3,444,135

5,974,916
(769,012)
5,205,904

Other comprehensive (loss)/income:


Financial assets, available-for-sale

Fair value (losses)/gains

Reclassification

(96,995)

Other comprehensive (loss)/income, net of tax

(96,995)

Total comprehensive income

(21,560)
11,200
(10,360)

16,906

16,906

2,058,859

3,433,775

5,222,810

1.49

2.38

3.59

Earnings per share attributable to equity holders of


the Company (cents)
Basic and diluted

21

The accompanying notes form an integral part of these financial statements.


A-5

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Combined Statements of Changes in Equity
For the Financial Years ended 2008, 2009 and 2010
Share
capital
$

Fair value
reserve
$

Retained
profits
$

Total
$

3,900,000

46,730

2,286,026

6,232,756

150,000

150,000

2008
Beginning of financial year
Issuance of ordinary shares
Total comprehensive (loss)/income
for the financial year
End of financial year

(96,995)

2,155,854

2,058,859

4,050,000

(50,265)

4,441,880

8,441,615

4,050,000

(50,265)

4,441,880

8,441,615

(10,360)

3,444,135

3,433,775

4,050,000

(60,625)

7,886,015

11,875,390

4,050,000

(60,625)

7,886,015

11,875,390

2009
Beginning of financial year
Total comprehensive (loss)/income for
the financial year
End of financial year
2010
Beginning of financial year
Issuance of ordinary shares
Total comprehensive income for
the financial year
End of financial year

50,000

50,000

16,906

5,205,904

5,222,810

(43,719)

13,091,919

17,148,200

4,100,000

The accompanying notes form an integral part of these financial statements.


A-6

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Combined Statements of Cash Flows
For the Financial Years ended 30 June 2008, 2009 and 2010
Financial years ended 30 June
Note

2008

2009

2010

2,155,854

3,444,135

5,205,904

192,046

520,792

769,012

1,370,202

2,242,304

2,795,610

450

11,950

650

Cash flows from operating activities


Net profit
Adjustments for:
Income tax expense
Depreciation of property, plant and equipment

Loss on disposal of financial assets,


available-for-sale
(Gain)/Loss on disposal of property,
plant and equipment

(3,102)

(40,838)

Property, plant and equipment written off

17

Dividend income

15

Interest income

15

Interest expense

19

197,686

227,567

400,774

3,909,999

6,403,026

9,203,894

(3,137)

21,006
26,473

(1,260)

(2,478)

(1,624)

(13,057)

Changes in working capital


Trade and other receivables

854,658

136,916

Other current assets

(20,026)

(790,899)

491,073

(538,857)

14,542

624,331

4,205,774

5,763,585

6,325,303

1,624

13,057

Trade and other payables


Cash generated from operations
Interest received
Interest paid
Income tax paid
Net cash provided by operating activities

(3,993,995)

(197,686)

(227,567)

(400,774)

(49,834)

(30,676)

(80,591)

3,958,254

5,506,966

5,856,995

Cash flows from investing activities


Additions of financial assets, available-for-sale

(9,000)

Additions of property, plant and equipment

(933,352)

Proceeds from disposal of property, plant and


equipment

(3,434,656)

(6,844,214)

122,177

41,938

Proceeds from disposal of financial assets, availablefor-sale

6,500

22,750

1,951

Dividend received

3,137

1,260

2,478

Net cash used in investing activities

(810,538)

(3,368,708)

The accompanying notes form an integral part of these financial statements.


A-7

14,000

(6,825,785)

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Combined Statements of Comprehensive Income
For the Financial Years ended 30 June 2008, 2009 and 2010
Financial years ended 30 June
2008
2009
2010
$
$
$
Cash flows from financing activities
Issuance of shares

150,000

50,000

Repayments of finance lease liabilities

(1,660,671)

(2,242,750)

(1,961,221)

Repayment of borrowings

(1,428,223)

(63,548)

(3,760,826)

Proceeds from borrowings

Net cash (used in)/provided by financing activities


Net increase in cash and bank balances
Beginning of financial year
End of financial year

(2,938,894)

2,240,000
(66,298)

1,285,953

208,822

2,071,960

317,163

99,670

308,492

2,380,452

308,492

2,380,452

2,697,615

The accompanying notes form an integral part of these financial statements.


A-8

6,958,000

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
1

Corporate Information
1.1 The Company
The Company was incorporated in the Republic of Singapore on 11 April 2011 as an exempt
private company limited by shares to act as the holding corporation of the Group. On
incorporation, the Companys issued and paid-up share capital was $1 comprising one
share. The Company was incorporated for the purpose of acquiring the existing companies
of the Group pursuant to the Group Restructuring Exercise (Note 1.2).
On 16 June 2011, the Companys name was subsequently changed to 800 Super Holdings
Limited in connection with the Companys conversion to a public company limited by shares.
The address of its registered and principal place of business is No. 17A Senoko Way,
Singapore 758056.
The principal activities of the Company are those of investment holding company and
management and administrative support to its subsidiaries. The principal activities of the
subsidiaries are described below.
The Group comprises the Company and the following subsidiaries:

Name of companies

Principal activities

Country of
business/
incorporation

Equity holding
2008

2009

2010

800 Super Waste


Management Pte Ltd

Waste disposal and general


contractors providing
cleaning services.

Singapore

100

100

100

YS Yong Services
Pte Ltd

Supply of labour and general


contractors providing
cleaning services.

Singapore

100

100

100

Green Recycling Pte.


Ltd.

Manufacturing, packaging
and processing of plastics,
woods materials and scrap
metals, and providing
cleaning services and waste
disposal.

Singapore

100

100

100

800 Landscape Pte.


Ltd.

Landscape care and


maintenance services and
other business support
services related.

Singapore

100

A-9

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
1

Corporate Information (Contd)


1.2 The Restructuring Exercise
The Company undertook the following exercise (Restructuring Exercise) in connection with
the invitation:
(i)

Incorporation of the Company


The Company was incorporated in the Republic of Singapore on 11 April 2011 as an
exempt private company limited by shares to act as the holding corporation of the
Group. On incorporation, the Companys issued and paid-up share capital was $1
comprising one share, which was issued and alloted to Lee Koh Yong.

(ii)

Share swaps between the original shareholders of subsidiaries for shares in the
Company
Pursuant to the Restructuring Exercise carried out pursuant to a share swap
agreement dated 9 May 2011 between the Company and Lee Koh Yong, Lee Hock
Seong, Lee Cheng Chye, Lee Kim Eng, Lee Thiam Seng and Lee Chuan Heng, all the
then shareholders of 800 Super Waste Management Pte Ltd, 800 Landscape Pte. Ltd.,
Green Recycling Pte. Ltd. and YS Yong Services Pte Ltd transferred all their respective
shareholding interests in the respective subsidiaries to the Company in return for
shares in the capital of the Company.

(iii)

Pre-IPO sale of shares


Upon being allocated an aggregate of 1,000,000 shares under the Share Swap
Agreement, the Executive Directors, Lee Koh Yong and Lee Cheng Chye, the
Executive Officers, Lee Kim Eng and Lee Chuan Heng, the Controlling Shareholders,
Lee Hock Seong, and Lee Thiam Seng entered into a share sale and purchase
agreement with Venstar Investments Ltd. for the sale of an aggregate of 315,000
Shares held by the aforementioned existing Shareholders in the Company to Venstar
Investment Ltd. for a consideration of a sum of $2.0 million.

(iv) Sub-division of shares


On 10 June 2011, the Shareholders approved the sub-division (the Sub-division) of
each share in the issued and paid-up share capital of the Company into 29 ordinary
Shares at an extraordinary general meeting. Upon completion of the Sub-division, the
Companys issued and paid-up capital comprised 145,000,000 Shares.

A-10

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
1

Corporate Information (Contd)


1.2 The Restructuring Exercise
Upon completion of the Restructuring Exercise, the Company has the following subsidiaries:
Place and
date of
incorporation

Issued and
paid up
capital
$

Equity
holding
%

3,000,000

100

Name of companies

Principal activities

800 Super Waste


Management Pte Ltd

Waste disposal and


general contractors
providing cleaning
services.

Singapore
04 June 1986

YS Yong Services
Pte Ltd

Supply of labour and


general contractors
providing cleaning
services.

Singapore
28 July 1994

750,000

100

Green Recycling
Pte. Ltd.

Manufacturing, packaging
and processing of
plastics, woods materials
and scrap metals, and
providing cleaning
services and waste
disposal.

Singapore
02 July 2002

300,000

100

800 Landscape
Pte. Ltd.

Landscape care and


maintenance services and
other business support
services related.

Singapore
21 October
2009

50,000

100

1.3 Basis of Preparation


The Restructuring Exercise involved companies which are under common control since all
the entities which took part in the Restructuring Exercise were controlled by the same
ultimate shareholders before and immediately after the Restructuring Exercise. The
objective of the combined financial statements is to show what the historical information
might have been had the combined group as describe in Note 1.2 and after the Restructuring
Exercise had been in place since 1 July 2007 under the pooling-of-interest method.
Such manner of presentation reflects the economic substance of the combining companies,
which were under common control throughout the financial years ended 30 June 2008, 2009
and 2010 presented, as a single economic enterprise, although the legal parent-subsidiary
relationships were not established as at the respective balance sheet dates.

A-11

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
2

Summary of Significant Accounting Policies


2.1 Statement of Compliance
The combined financial statements of the Group are prepared in accordance with Singapore
Financial Reporting Standards (FRS) including related Interpretations promulgated by the
Accounting Standards Council (ASC).
The combined financial statements have been prepared under the historical cost
convention, except as disclosed in the accounting policies below. The combined financial
statements are presented in Singapore Dollar ($), unless otherwise stated.
2.2 Use of Estimates and Judgements
The preparation of the combined financial statements in accordance with FRS requires the
Companys management to exercise its judgement in the process of the Groups accounting
policies. It also requires the use of certain critical accounting estimates and assumptions.
Areas involving a higher degree of judgement or complexity, or areas where assumptions
and estimates are significant to the combined financial statements, are disclosed in Note 3.
The estimates and associated assumptions are based on historical experience and various
other factors that are believed to be reasonable under the circumstances, the results of
which form the basis of judgements about carrying values of assets and liabilities and which
are not readily apparent from other sources. Actual results may differ from these estimates.
At the date of these financial statements, the Directors of the Company have considered and
anticipated that the adoption of FRS that were in issue but not effective will not have any
material impact on the combined financial statements.
The Group and the Company have adopted all the applicable new/revised FRS issued by
the Accounting Standards Council (ASC) that are relevant to its operations and effective for
annual period beginning 1 January 2009. The adoption of these new/revised FRS has had
no material effect on the combined financial statements for the current and prior financial
years.
2.3 Changes in Accounting Policies
The Group has early adopted FRS and Interpretations to FRS (INT FRS), which are
effective for accounting periods beginning on or after 1 January 2009, issued by the ASC for
the preparation of these combined financial statements of the Group since 1 July 2007. FRS
101, First-time Adoption of Financial Reporting Standards, have been applied in preparing
these combined financial statements.

A-12

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
2

Summary of Significant Accounting Policies (Contd)


2.3 Changes in Accounting Policies (Contd)
The early adoption of FRS and INT FRS which are effective for periods beginning on or after
1 January 2009 did not result in any substantial changes to the Groups accounting policies
nor any significant impact on these combined financial statements.
2.4 Common Control Business Combination Outside the Scope of FRS 103
A business combination involving entities under common control is a business combination
in which all the combining entities or businesses are ultimately controlled by the same party
or parties both before and after the business combination, and that control is not transitory.
The Restructuring Exercise described in Note 1.2 resulted in a business combination
involving common control entities, and accordingly the accounting treatment is outside the
scope of FRS 103 Business Combinations. For such common control business
combinations, the merger accounting principles are used to include the assets, liabilities,
results, equity changes and cash flows of the combining entities in the combined financial
statements.
In applying merger accounting, financial statement items of the combining entities or
businesses for the reporting period in which the common control combination occurs are
included in the combined financial statements of the combined entity as if the combination
had occurred from the date when the combining entities or businesses first came under the
control of the controlling party or parties.
The combined financial statements of the Group for the financial years ended 30 June 2008,
2009 and 2010 were prepared in accordance with the principle of merger accounting as if the
Restructuring Exercise had been completed on 1 July 2007. Such manner of presentation
reflects the economic substance of the combining entities as a single economic enterprise,
although the legal parent-subsidiary relationship was not established until after the balance
sheet date.
In preparing the combined financial statements, transactions, balances and unrealised gains
on transactions between group companies are eliminated. A single uniform set of accounting
policies is adopted by the combined entity. The combined entity recognised the assets,
liabilities and equity of the combining entities or businesses at the carrying amounts in the
combined financial statements. There is no recognition of any goodwill or excess of the
acquirers interest in the net fair value of the acquirees identifiable assets, liabilities and
contingent liabilities over cost at the time of the common control combination. The aggregate
paid-up capital and reserves of the subsidiaries are shown as the Groups share capital and
reserves for the financial years ended 30 June 2008, 2009 and 2010.

A-13

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
2

Summary of Significant Accounting Policies (Contd)


2.5 Property, Plant and Equipment
(i)

Measurement
Property, plant and equipment are initially recognised at cost and subsequently carried
at cost less accumulated depreciation and accumulated impairment losses.
The cost of an item of property, plant and equipment initially recognised includes its
purchase price and any costs that are directly attributable to bringing the asset to the
location and condition necessary for it to be capable of operating in the manner
intended by management.

(ii)

Depreciation
Depreciation is calculated using the straight-line method to allocate their depreciable
amounts over their estimated useful lives as follows:
Useful lives
Leasehold buildings

42 45 years

Motor vehicles

10 years

Bins and containers

5 10 years

Machinery

3 10 years

Boat

10 years

Office equipment

3 years

Computers

3 years

Furniture and fittings

3 years

Renovation

10 years

The residual values, and estimated useful lives and depreciation method of property,
plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet
date. The effects of any revision are recognised in profit or loss when the changes
arise.

A-14

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
2

Summary of Significant Accounting Policies (Contd)


2.5 Property, Plant and Equipment (Contd)
(iii)

Subsequent expenditure
Subsequent expenditure relating to property, plant and equipment that has already
been recognised is added to the carrying amount of the asset only when it is probable
that future economic benefits associated with the item will flow to the Group and the
cost of the item can be measured reliably. All other repair and maintenance expenses
are recognised in profit or loss when incurred.

(iv) Disposal
On disposal of an item of property, plant and equipment, the difference between the
disposal proceeds and its carrying amount is recognised in profit or loss.
2.6 Group Accounting
(a)

Subsidiaries
(i)

Consolidation
Subsidiaries are entities (including special purpose entities) over which the Group
has power to govern the financial and operating policies so as to obtain benefits
from its activities, generally accompanied by a shareholding giving rise to a
majority of the voting rights. The existence and effect of potential voting rights that
are currently exercisable or convertible are considered when assessing whether
the Group controls another entity. Subsidiaries are consolidated from the date on
which control is transferred to the Group. They are de-consolidated from the date
on which control ceases.
In preparing the consolidated financial statements, transactions, balances and
unrealised gains on transactions between group entities are eliminated.
Unrealised losses are also eliminated but are considered an impairment indicator
of the asset transferred. Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the Group.

A-15

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
2

Summary of Significant Accounting Policies (Contd)


2.6 Group Accounting (Contd)
(a)

Subsidiaries (Contd)
(i)

Consolidation (Contd)
Non-controlling interests are that part of the net results of operations and of net
assets of a subsidiary attributable to the interests which are not owned directly or
indirectly by the equity holders of the Company. They are shown separately in the
consolidated statements of comprehensive income, consolidated statements of
changes in equity and consolidated balance sheets. Total comprehensive income
is attributed to the non-controlling interests based on their respective interests in
a subsidiary, even if this results in the non-controlling interests having a deficit
balance.

(ii)

Acquisition of businesses
The acquisition method of accounting is used to account for business
combinations by the Group.
The consideration transferred for the acquisition of a subsidiary comprises the fair
value of the assets transferred, the liabilities incurred and the equity interests
issued by the Group. The consideration transferred also includes the fair value of
any contingent consideration arrangement and the fair value of any pre-existing
equity interest in the subsidiary.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a
business combination are, with limited exceptions, measured initially at their fair
values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling
interest in the acquiree at the date of acquisition either at fair value or at the
non-controlling interests proportionate share of the acquirees net identifiable
assets.
The excess of the consideration transferred, the amount of any non-controlling
interest in the acquiree and the acquisition-date fair value of any previous equity
interest in the acquiree over the fair value of the net identifiable assets acquired
is recorded as goodwill.

A-16

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
2

Summary of Significant Accounting Policies (Contd)


2.6 Group Accounting (Contd)
(a)

Subsidiaries (Contd)
(iii)

Disposals of subsidiaries or businesses


When a change in the Companys ownership interest in a subsidiary results in a
loss of control over the subsidiary, the assets and liabilities of the subsidiary
including any goodwill are derecognised. Amounts recognised in other
comprehensive income in respect of that entity are also reclassified to profit or
loss or transferred directly to retained earnings if required by a specific FRS.
Any retained interest in the entity is remeasured at fair value. The difference
between the carrying amount of the retained investment at the date when control
is lost and its fair value is recognised in profit or loss.

(b)

Transactions with non-controlling interests


Changes in the Companys ownership interest in a subsidiary that do not result in a loss
of control over the subsidiary are accounted for as transactions with equity owners of
the Group. Any difference between the change in the carrying amounts of the
non-controlling interest and the fair value of the consideration paid or received is
recognised in a separate reserve within equity attributable to the equity holders of the
Company.

2.7 Impairment of Non-Financial Assets


Property, plant and equipment
Property, plant and equipment are tested for impairment whenever there is any objective
evidence or indication that these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair
value less cost to sell and the value-in-use) is determined on an individual asset basis unless
the asset does not generate cash inflows that are largely independent of those from other
assets. If this is the case, the recoverable amount is determined for the CGU to which the
asset belongs. If the recoverable amount of the asset (or CGU) is estimated to be less than
its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable
amount.
The difference between the carrying amount and recoverable amount is recognised as an
impairment loss in profit or loss.

A-17

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
2

Summary of Significant Accounting Policies (Contd)


2.7 Impairment of Non-Financial Assets (Contd)
An impairment loss for an asset is reversed if, and only if, there has been a change in the
estimates used to determine the assets recoverable amount since the last impairment loss
was recognised. The carrying amount of this asset is increased to its revised recoverable
amount, provided that this amount does not exceed the carrying amount that would have
been determined (net of any accumulated amortisation or depreciation) had no impairment
loss been recognised for the asset in prior years. A reversal of impairment loss for an asset
is recognised in profit or loss.
2.8 Financial Assets
(a)

Classification
The Group classifies its financial assets in the following categories: loans and
receivables and financial assets, available-for-sale. The classification depends on the
nature of the assets and the purpose for which the assets were acquired. Management
determines the classification of its financial assets at initial recognition.
(i)

Loans and receivables


Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They are
presented as current assets, except those maturing later than 12 months after the
balance sheet date which are presented as non-current assets. Loans and
receivables are presented as trade and other receivables and cash and bank
balances on the balance sheet.

(ii)

Financial assets, available-for-sale


Financial assets, available-for-sale are non-derivatives that are either designated
in this category or not classified in any of the other categories. They are
presented as non-current assets unless management intends to dispose of the
assets within 12 months after the balance sheet date.

A-18

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
2

Summary of Significant Accounting Policies (Contd)


2.8 Financial Assets (Contd)
(b)

Recognition and derecognition


Regular way purchases and sales of financial assets are recognised on trade-date- the
date on which the Group commits to purchase or sell the asset. Financial assets are
derecognised when the rights to receive cash flows from the financial assets have
expired or have been transferred and the Group has transferred substantially all risks
and rewards of ownership.
On disposal of a financial asset, the difference between the carrying amount and the
sale proceeds is recognised in profit or loss. Any amount in the fair value reserve
relating to that asset is transferred to profit or loss.

(c)

Initial measurement
Financial assets are initially recognised at fair value plus transaction costs.

(d)

Subsequent measurement
Financial assets, available-for-sale are subsequently carried at fair value. Loans and
receivables are subsequently carried at amortised cost using the effective interest
method.
Interest and dividend income on financial assets, available-for-sale are recognised
separately in profit or loss. Changes in fair values of available-for-sale debt securities
(i.e non-monetary items) are recognised in the fair value reserve, together with the
related currency translation differences.

(e)

Impairment
The Group assesses at each balance sheet date whether there is objective evidence
that a financial asset or a group of financial assets is impaired and recognises an
allowance for impairment when such evidence exists.

A-19

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
2

Summary of Significant Accounting Policies (Contd)


2.8 Financial Assets (Contd)
(e)

Impairment (Contd)
(i)

Loans and receivables


Significant financial difficulties of the debtor, probability that the debtor will enter
bankruptcy, and default or significant delay in payments are objective evidence
that these financial assets are impaired.
The carrying amount of these assets is reduced through the use of an allowance
for impairment loss account which is calculated as the difference between the
carrying amount and the present value of estimated future cash flows, discounted
at the original effective interest rate. When the asset becomes uncollectible, it is
written off against the allowance account. Subsequent recoveries of amounts
previously written off are recognised against the same line item in profit or loss.
The allowance for impairment loss account is reduced through profit or loss in a
subsequent period when the amount of impairment loss decreases and the
related decrease can be objectively measured. The carrying amount of the asset
previously impaired is increased to the extent that the new carrying amount does
not exceed the amortised cost had no impairment been recognised in prior
periods.

(ii)

Financial assets, available-for-sale


In addition to the objective evidence of impairment described above, a significant
or prolonged decline in the fair value of an equity security below its cost is
considered as an indicator that the available-for-sale financial assets are
impaired.
If any evidence of impairment exists, the cumulative loss that was recognised in
the fair value reserve is reclassified to profit or loss. The cumulative loss is
measured as the difference between the acquisition cost (net of any principal
repayments and amortisation) and the current fair value, less any impairment loss
previously recognised in profit or loss. The impairment losses recognised as an
expense on equity securities are not reversed through profit or loss.

2.9 Cash and Bank Balances


Cash and bank balances include cash on hand and cash held with financial institutions
which are subject to an insignificant risk of change in value.

A-20

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
2

Summary of Significant Accounting Policies (Contd)


2.10 Borrowings
Borrowings are presented as current liabilities unless the Group has an unconditional right
to defer settlement for at least 12 months after the balance sheet date.
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently
carried at amortised cost. Any difference between the proceeds (net of transaction costs)
and the redemption value is recognised in profit or loss over the period of the borrowings
using the effective interest method.
2.11 Trade and Other Payables
Trade and other payables are initially recognised at fair value, and subsequently carried at
amortised cost using the effective interest method.
2.12 Fair Value Estimation of Financial Assets and Liabilities
The fair value of financial instruments traded in active markets (such as exchange-traded
and over-the-counter securities) are based on quoted market price at the balance sheet
date. The quoted market prices used for financial assets are the current bid prices.
The fair values of current financial assets and liabilities carried at amortised cost
approximate their carrying amounts.
2.13 Revenue Recognition
Revenue comprises the fair value of the consideration received or receivable for rendering
of services and sale of goods in the ordinary course of the Groups activities. Revenue is
presented, net of goods and services tax, rebates and discounts.
(i)

Rendering of service
Revenue is recognised when services are performed according to contract
agreements.

(ii)

Sale of goods recycled materials


Revenue from these sales is recognised when a Group entity has delivered the
products to the customers and the customers have accepted the products and the
collectibility of the related receivable is reasonably assured.

A-21

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
2

Summary of Significant Accounting Policies (Contd)


2.13 Revenue Recognition (Contd)
(iii)

Interest income
Interest income is recognised using the effective interest method.

(iv) Dividend income


Dividend income is recognised when the right to receive payment is established.
(v)

Other income
Other income is recognised at the point of entitlement of income.

2.14 Income Taxes


Current income tax for current and prior periods is recognised at the amount expected to be
paid to or recovered from the tax authorities, using the tax rates and tax laws that have been
enacted or substantially enacted by the balance sheet date.
Deferred income tax is recognised for all temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements except
when the deferred income tax arises from the initial recognition of an asset or liability in a
transaction that is not a business combination and affects neither accounting nor taxable
profit or loss at the time of the transaction.
A deferred income tax asset is recognised to the extent that it is probable that future taxable
profit will be available against which the deductible temporary differences and tax losses can
be utilised.
Deferred income tax is measured:
(i)

at the tax rates that are expected to apply when the related deferred income tax asset
is realised or the deferred income tax liability is settled, based on tax rates and tax laws
that have been enacted or substantially enacted by the balance sheet date; and

(ii)

based on the tax consequence that will follow from the manner in which the Group
expects, at the balance sheet date, to recover or settle the carrying amounts of its
assets and liabilities.

Current and deferred income taxes are recognised as income or expense in profit or loss.

A-22

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
2

Summary of Significant Accounting Policies (Contd)


2.15 Employee Compensation
Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised
as an asset.
(i)

Defined contribution plans


Defined contribution plans are post-employment benefit plans under which the Group
pays fixed contributions into separate entities such as the Central Provident Fund on
a mandatory, contractual or voluntary basis. The Group has no further payment
obligations once the contributions have been paid.

(ii)

Employee leave entitlement


Employee entitlements to annual leave are recognised when they accrue to
employees. A provision is made for the estimated liability for annual leave as a result
of services rendered by employees up to the balance sheet date.

2.16 Borrowing Costs


Borrowing costs are recognised in profit or loss using the effective interest method.
2.17 Currency Translation
(a)

Functional and presentation currency


Items included in the financial statements are measured using the currency of the
primary economic environment in which the entity operates (functional currency). The
financial statements are presented in Singapore Dollar, which is the functional currency
of the Company.

A-23

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
2

Summary of Significant Accounting Policies (Contd)


2.17 Currency Translation (Contd)
(b)

Transactions and balances


Transactions in a currency other than the functional currency (foreign currency) are
translated into the functional currency using the exchange rates at the dates of the
transactions. Currency translation differences from the settlement of such transactions
and from the translation of monetary assets and liabilities denominated in foreign
currencies at the closing rates at the balance sheet date are recognised in profit or
loss, unless they arise from borrowings in foreign currencies, other currency
instruments designated and qualifying as net investment hedges and net investment in
foreign operations. Those currency translation differences are recognised in the
currency translation reserve in the consolidated financial statements and transferred to
profit or loss as part of the gain or loss on disposal of the foreign operation.
Non-monetary items measured at fair values in foreign currencies are translated using
the exchange rates at the date when the fair values are determined.

2.18 Government Grants


Grants from the government are recognised as a receivable at their fair value when there is
reasonable assurance that the grant will be received and the Group will comply with all the
attached conditions.
Government grants receivable are either recognised as income over the periods necessary
to match them with the related costs which they are intended to compensate, on a
systematic basis or offset against the related cost in profit or loss. Government grants
relating to expenses are shown separately as other income.
Government grants relating to assets are deducted against the carrying amount of the
assets.
2.19 Provisions
Provisions for other liabilities and charges are recognised when the Group has a present
legal or constructive obligation as a result of past events, it is more likely than not that an
outflow of resources will be required to settle the obligation and the amount has been reliably
estimated. Provisions are not recognised for future operating losses.

A-24

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
2

Summary of Significant Accounting Policies (Contd)


2.20 Leases
The Group leases motor vehicles, machinery and bins and containers under finance leases
and office premises under operating leases from non-related parties.
(i)

Finance leases
Leases where the Group assumes substantially all risks and rewards incidental to
ownership of the leased assets are classified as finance leases.
The leased assets and the corresponding lease liabilities (net of finance charges)
under finance leases are recognised on the balance sheet as property, plant and
equipment and finance lease liabilities respectively, at the inception of the leases
based on the lower of the fair values of the leased assets and the present value of the
minimum lease payments.
Each lease payment is apportioned between the finance expense and the reduction of
the outstanding lease liability. The finance expense is recognised in profit or loss on a
basis that reflects a constant periodic rate of interest on the finance lease liability.

(ii)

Operating leases
Leases where substantially all risks and rewards incidental to ownership are retained
by the lessor are classified as operating leases. Payments made under operating
leases (net of any incentives received from the lessors) are recognised in profit or loss
on a straight-line basis over the period of the lease.

2.21 Segment Reporting


Operating segments are reported in a manner consistent with the internal reporting provided
to the Board of Directors whose members are responsible for allocating resources and
assessing performance of the operating segments.
2.22 Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the
issuance of new ordinary shares are recognised against the share capital account.

A-25

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
3

Critical Accounting Estimates, Assumptions and Judgements


Estimates, assumptions and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances.
Critical accounting estimates and assumptions
(a)

Depreciation of property, plant and equipment


Property, plant and equipment are depreciated on a straight-line basis over their estimated
useful lives. Management estimates the useful lives of these property, plant and equipment
to be within 3 to 45 years. Changes in the expected level of usage and technological
development could impact the economic useful lives and the residual values of these assets,
therefore, future depreciation charges could be revised.

(b)

Impairment of loans and receivables


Management reviews its loans and receivables for objective evidence of impairment at least
quarterly. Significant financial difficulties of the debtor, the probability that the debtor will
enter bankruptcy, and default or significant delay in payments are considered objective
evidence that a receivable is impaired. In determining this, management makes judgement
as to whether there is observable data indicating that there has been a significant change
in the payment ability of the debtor, or whether there have been significant changes with
adverse effect in the technological, market, economic or legal environment in which the
debtor operates in.
Where there is objective evidence of impairment, management makes judgement as to
whether an impairment loss should be recorded as an expense. In determining this,
management uses estimates based on historical loss experience for assets with similar
credit risk characteristics. The methodology and assumptions used for estimating both the
amount and timing of future cash flows are reviewed regularly to reduce any differences
between the estimated loss and actual loss experience.

A-26

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
4

Trade and Other Receivables


2008
$

2009
$

2010
$

Trade receivables:

Related parties

Non-related parties

Less: Allowances for impairment (Note 25(b)(ii))

25,975

37,013

8,025

9,997,710

9,908,341

13,942,764

(83,415)

(11,439)

9,940,270

9,945,354

13,939,350

568,000

6,479

6,479

6,479

10,088,749

9,951,833

13,945,829

Beginning of financial year

284,000

426,000

Allowance made

142,000

142,000

(568,000)

Other receivables:

Non-related party

Staff advances

Less: Allowance for impairment

(426,000)

Movement of allowance for impairment of other receivables:

Allowance utilised

End of financial year

426,000

Banking facilities are secured on trade receivables of the Group with carrying amounts of
$2,500,000 (2009: $2,500,000 and 2008: $2,500,000) (Note 9).
5

Other Current Assets


2008
$

2009
$

2010
$

Deposits

561,873

1,218,306

784,577

Prepayments

471,594

606,058

548,713

1,033,467

1,824,364

1,333,290

A-27

A-28

Disposals

End of financial year

Disposals

End of financial year

End of financial year

Depreciation charge

Net Book Value

Beginning of financial
year

Accumulated
Depreciation

Additions

5,197,662

4,256,759

(264,365)

749,892

3,771,232

9,454,421

(383,440)

1,355,456

8,482,405

Beginning of financial
year

Cost

2008

Motor
vehicles

Leasehold
buildings

Property, Plant and Equipment

3,305,222

1,921,970

405,366

1,516,604

5,227,192

284,566

4,942,626

Bins and
containers

800 Super Holdings Limited and Its Subsidiaries


Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010

1,064,656

951,199

175,733

775,466

2,015,855

171,611

1,844,244

Machinery

Boat

122,313

268,986

23,469

245,517

391,299

56,181

335,118

Office
equipment

63,060

58,476

11,684

46,792

121,536

17,992

103,544

Computers

23,539

42,057

3,361

38,696

65,596

6,170

59,426

Furniture
and fittings

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010

2,793

36,192

697

35,495

38,985

38,985

Renovation

9,779,245

7,535,639

(264,365)

1,370,202

6,429,802

17,314,884

(383,440)

1,891,976

15,806,348

Total

A-29

End of financial year

Net Book Value

End of financial year

Disposals

Depreciation charge

Beginning of financial
year

Accumulated
Depreciation

2,857,198

21,402

21,402

2,878,600

End of financial year

2,878,600

Disposals

6,600,011

4,975,905

(135,030)

854,176

4,256,759

11,575,916

(135,030)

2,256,525

9,454,421

Additions

Beginning of financial
year

Cost

2009

Motor
vehicles

Leasehold
buildings

Property, Plant and Equipment (Contd)

2,577,685

2,845,108

923,138

1,921,970

5,422,793

195,601

5,227,192

Bins and
containers

800 Super Holdings Limited and Its Subsidiaries


Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010

1,030,454

1,206,386

(42,900)

298,087

951,199

2,236,840

(44,000)

264,985

2,015,855

Machinery

Boat

85,760

337,535

68,549

268,986

423,295

31,996

391,299

Office
equipment

35,742

113,607

55,131

58,476

149,349

27,813

121,536

Computers

40,172

61,085

19,028

42,057

101,257

35,661

65,596

Furniture
and fittings

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010

(38,985)

2,793

36,192

(38,985)

38,985

Renovation

13,227,022

9,561,028

(216,915)

2,242,304

7,535,639

22,788,050

(218,015)

5,691,181

17,314,884

Total

A-30

Disposals

End of financial year

Net Book Value

End of financial year

5,255,119

100,381

Depreciation charge

Disposals

21,402

78,979

Beginning of financial
year

Accumulated
Depreciation

5,355,500

2,476,900

Additions

End of financial year

2,878,600

8,175,360

6,215,153

(5,001)

1,244,249

4,975,905

14,390,513

(40,007)

2,854,604

11,575,916

Beginning of financial
year

Cost

2010

Motor
vehicles

Leasehold
buildings

Property, Plant and Equipment (Contd)

2,077,649

3,507,045

661,937

2,845,108

5,584,694

161,901

5,422,793

Bins and
containers

800 Super Holdings Limited and Its Subsidiaries


Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010

1,476,311

1,904,299

697,913

1,206,386

3,380,610

1,143,770

2,236,840

Machinery

43,405

365

365

43,770

43,770

Boat

100,286

402,790

65,255

337,535

503,076

79,781

423,295

Office
equipment

40,525

128,873

15,266

113,607

169,398

20,049

149,349

Computers

45,492

86,788

(5,943)

31,646

61,085

132,280

(32,416)

63,439

101,257

Furniture
and fittings

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010

Renovation

17,214,147

12,345,694

(10,944)

2,795,610

9,561,028

29,559,841

(72,423)

6,844,214

22,788,050

Total

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
6

Property, Plant and Equipment (Contd)


(a)

Including in additions in the combined financial statements are motor vehicles acquired
under finance leases amounting to $Nil (2009: $2,256,525 and 2008: $958,624).
The carrying amounts of motor vehicles, bins and containers and machinery held under
finance leases are $4,568,114 (2009: $5,426,742 and 2008: $4,176,731), $1,058,400 (2009:
$1,419,600 and 2008: $1,780,000) and $Nil (2009: $225,675 and 2008: $361,225)
respectively at the balance sheet date (Notes 9 and 10).

(b)

Bank borrowings are secured on leasehold buildings of the Group with carrying amounts of
$5,255,119 (2009: $2,857,198 and 2008: $Nil) (Note 9).

Financial Assets, Available-For-Sale


2008
$

2009
$

2010
$

190,890

95,945

50,885

Additions

9,000

Disposal

(6,950)

(23,500)

(2,601)

(96,995)

(21,560)

16,906

95,945

50,885

65,190

2008
$

2009
$

2010
$

95,945

50,885

65,190

Beginning of financial year

Fair value (losses)/gains recognised in equity (Note 13)


End of financial year

Financial assets, available-for-sale are analysed as follows:

Listed securities
equity securities Singapore

A-31

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
8

Trade and Other Payables


2008
$

2009
$

2010
$

200,000

467,038

401,454

3,578,163

3,593,369

3,516,820

3,778,163

4,060,407

3,918,274

1,034,196

884,486

907,859

1,599

24,605

246,637

899,715

949,653

947,015

1,935,510

1,858,744

2,101,511

2,027,985

1,837,048

2,360,745

7,741,658

7,756,199

8,380,530

Trade payables:
Related parties
Non-related parties

Other payables:
Related parties
Non-related parties
Directors

Accrued operating expenses

The non-trade amounts due to related parties and directors are unsecured, interest-free and are
repayable on demand.
9

Borrowings
2008
$

2009
$

2010
$

193,542

828,441

1,612,918

2,028,613

1,783,439

1,612,918

2,222,155

2,611,880

1,982,910

4,545,185

2,828,135

2,426,214

710,167

2,828,135

4,409,124

5,255,352

4,441,053

6,631,279

7,867,232

Current
Bank loans
Finance lease liabilities (Note 10)

Non-Current
Bank loans
Finance lease liabilities (Note 10)

Total borrowings

A-32

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
9

Borrowings (Contd)
The exposure of the borrowings of the Group to interest rate changes and the contractual
repricing dates at the balance sheet dates are as follows:
2008
$

2009
$

2010
$

6 months or less

830,359

1,123,626

1,381,173

6 12 months

782,559

1,098,529

1,230,707

2,828,135

3,251,206

3,060,322

1,157,918

2,195,030

4,441,053

6,631,279

7,867,232

1 5 years
Over 5 years

(a)

Security granted
Total banking facilities up to a limit of $13,819,600 (2009: $13,371,600 and 2008:
$6,170,000) are secured as follows:
(i)

First legal mortgage over the leasehold buildings of the Group;

(ii)

Charge over accounts receivables up to $2,500,000;

(iii)

First fixed charge over The Street Cleansing project proceeds in North-Eastern
Singapore awarded by National Environment Agency;

(iv) Charge over fixed deposits of $600,000 belonging to directors; and


(v)

Joint and several personal guarantees by directors of the Group.

Bank borrowings of the Group are secured over its leasehold buildings at 17A Senoko Way
and 2 Loyang Walk (Note 6). Finance lease liabilities of the Group are effectively secured
over the leased motor vehicles (Note 6), as the legal title is retained by the lessor and will
be transferred to the Group upon full settlement of the finance lease liabilities.
(b)

Fair values of non-current borrowings


At balance sheet date, the fair values of non-current borrowings approximate their carrying
amounts.

A-33

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
9

Borrowings (Contd)
(b)

Fair values of non-current borrowings (Contd)


The fair values are determined from the cash flow analysis, discounted at annual market
borrowing rate of an equivalent instrument at the balance sheet dates which directors expect
to be available to the Group as follows:

Bank borrowings
Finance lease liabilities

10

2008
%

2009
%

2010
%

3.25

2.22 5.00

2.5 3.38

2.5 3.18

2.50 3.13

Finance Lease Liabilities


The Group leases motor vehicles, machinery and bins and containers from non-related parties
under finance leases. The lease agreements do not have renewal clauses but provide the Group
with options to purchase the leased assets at nominal values at the end of the lease term.
2008
$

2009
$

2010
$

Minimum lease payments due:

Not later than one year

1,805,095

2,267,935

1,999,630

Between one and five years

3,180,859

2,678,555

749,819

4,985,954

4,946,490

2,749,449

Less: Future finance charges

(544,901)

Present value of finance lease liabilities

4,441,053

(491,663)

(255,843)

4,454,827

2,493,606

2008
$

2009
$

2010
$

Not later than one year (Note 9)

1,612,918

2,028,613

1,783,439

Between one and five years (Note 9)

2,828,135

2,426,214

710,167

4,441,053

4,454,827

2,493,606

The present values of finance lease liabilities are analysed as follows:

The carrying amounts of finance lease liabilities approximate their fair values.

A-34

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
11

Deferred Income Tax


Deferred income tax assets and liabilities are offset when there is a legally enforceable right to
offset current income tax assets against current income tax liabilities and when the deferred
income taxes relate to the same fiscal authority.
2008
$

2009
$

2010
$

635,615

733,312

878,524

2008
$

2009
$

2010
$

Beginning of financial year

494,000

635,615

733,312

Charged to profit or loss (Note 20)

141,615

97,697

145,212

End of financial year

635,615

733,312

878,524

Deferred income tax liabilities

Accelerated tax depreciation

Movement in deferred income tax account is as follows:

12

Share Capital
The Company was incorporated on 11 April 2011 in the Republic of Singapore as an investment
holding company with an initial issued and paid-up share capital of $1, comprising 1 ordinary
share, which was issued and allotted to Lee Koh Yong.
For the purpose of the preparation of the combined balance sheets, the share capital as at 30
June 2010 represent the aggregate amounts of the paid-up capital of the following companies:
Number of
shares
issued

Share
capital
$

Ordinary shares of no par value, fully paid


800 Super Waste Management Pte Ltd

3,000,000

3,000,000

YS Yong Services Pte Ltd

750,000

750,000

Green Recycling Pte. Ltd.

300,000

300,000

800 Landscape Pte. Ltd.

50,000

50,000

4,100,000

4,100,000

A-35

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
12

Share Capital (Contd)


The movements in the share capital are as follows:

As at 1 July 2007
Injection of additional
capital during
the financial year
As at 30 June 2008 and
2009
Issuance of shares
As at 30 June 2010

800 Super
Waste
$

YS Yong
Services
$

Green
Recycling
$

800
Landscape
$

3,000,000

600,000

300,000

3,900,000

150,000

150,000

3,000,000

750,000

300,000

4,050,000

50,000

50,000

3,000,000

750,000

300,000

50,000

4,100,000

Total
$

Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when
declared by the Company.
13

Fair Value Reserve

Beginning of financial year

Transfer to profit or loss on disposal

Fair value (losses)/gains (Note 7)

2008
$

2009
$

2010
$

46,730

(50,265)

(60,625)

End of financial year

11,200

(96,995)

(21,560)

16,906

(50,265)

(60,625)

(43,719)

2008
$

2009
$

2010
$

51,522,700

58,193,383

67,247,951

3,831,873

2,591,140

2,332,373

52,200

55,354,573

60,836,723

69,580,324

The fair value reserve is non-distributable.


14

Revenue

Service income
Sale of recycled materials
Others

A-36

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
15

Other Income
2008
$
2,835

3,810

Dividend income

3,137

1,260

2,478

1,624

13,057

3,102

40,838

233,206

240,728

345,158

55,964

60,418

51,082

298,244

344,868

415,585

2008
$

2009
$

2010
$

Gain on disposal of property, plant and equipment


Skills development grant
Other income

Other Losses

Loss on disposal of property, plant and equipment

21,006

450

11,950

650

450

11,950

21,656

2008
$

2009
$

2010
$

23,157

39,517

101,446

Allowance for impairment of other receivables

142,000

142,000

Allowance for impairment of trade receivables

11,439

10,995

143,292

52,706

250,115

259,288

312,120

1,720,125

1,888,131

2,103,316

26,473

Legal and professional fee

227,408

49,756

55,256

Repair and maintenance

295,686

337,754

448,035

Rental on operating leases

225,556

251,902

420,778

Staff training

220,046

325,216

377,790

Loss on disposal of financial assets, available-for-sale

17

2010
$

Bad debts recovered

Interest income from third parties

16

2009
$

Other Expenses

Advertisement

Bad debts written off


Insurance
Laundry
Property, plant and equipment written off

A-37

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
17

Other Expenses (Contd)


2008
$

2009
$

2010
$

Telephone

122,140

108,157

101,884

Transport

210,609

236,741

243,786

98,032

129,819

134,247

76,656

77,538

Upkeep of motor vehicles

864,311

1,014,271

1,399,397

Workers accommodation

356,992

573,534

595,350

86,692

132,969

194,321

405,786

266,893

472,089

5,259,650

5,975,896

7,127,971

2008
$

2009
$

2010
$

20,021,450

22,014,844

24,920,302

Utilities
Upkeep of leasing building

Workers welfare
Others
Total other expenses

18

Employee Benefits Expense

Salaries, wages and bonus


Government grant Jobs credit scheme

Employers contribution to Central Provident Fund

(819,782)

(1,198,193)

1,043,412

1,113,175

1,326,499

21,064,862

22,308,237

25,048,608

The Jobs credit scheme is a cash grant introduced in the Singapore Budget 2009 to help
businesses preserve jobs in the economic downturn. The amount an employee can receive would
depend on the fulfillment of the conditions as stated in the scheme.
19

Finance Expenses
2008
$

2009
$

2010
$

Interest expense

Bank overdraft

Finance lease liabilities

Bank term loan

A-38

3,228

193,788

203,558

248,280

670

24,009

152,494

197,686

227,567

400,774

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
20

Income Tax Expense


(a)

Income tax expense


2008
$

2009
$

2010
$

24,378

437,000

631,231

141,615

97,697

138,796

165,993

534,697

770,027

26,053

(13,905)

Tax expense attributable to profit is made up of:

Current income tax

Deferred income tax (Note 11)

Under/(over)provision in prior years:

Current income tax

Deferred income tax (Note 11)

(7,431)

6,416

192,046

520,792

769,012

The income tax expense on profits differs from the amount that would arise using the
Singapore standard rate of income tax as explained below:

Profit before income tax


Tax calculated at tax rate of 17% (2009: 17% and
2008: 18%)

2008
$

2009
$

2010
$

2,347,900

3,964,927

5,974,916

422,622

674,037

1,015,735

(30,318)

(59,567)

(63,106)

(79,189)

(205,500)

38,295

15,507

Effects of:

Singapore statutory stepped income exemption

Income not subject for tax purposes

Expenses not deductible for tax purposes

Utilisation of deferred income tax previously not


recognised

Change in tax rate

Others

28,192
(259,720)

(34,495)

5,217

(4,384)

7,391

165,993

A-39

534,697

770,027

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
20

Income Tax Expense (Contd)


(b)

Movement in current income tax liabilities


2008
$

2009
$

2010
$

45,360

45,957

438,376

(49,834)

(30,676)

(80,591)

Tax expense for the current year

24,378

437,000

631,231

Under/(over) provision in prior years

26,053

(13,905)

End of financial year

45,957

438,376

Beginning of financial year


Income tax paid

21

(7,431)
981,585

Earnings Per Share


For illustrative purpose, the calculation of the basic earnings per share is based on the net profit
attributable to equity holders of the Company for the financial years ended 30 June 2008, 2009
and 2010 and on 145,000,000 ordinary shares in issue as at the date of this report, representing
the pre-invitation share capital.
There were no diluted earnings per share for the financial years ended 30 June 2008, 2009 and
2010 as there were no potential ordinary shares outstanding.

22

Related Party Transactions


Parties are considered to be related to the Group if the Group has the ability, directly or indirectly,
to control the party or exercise significant influence over the party in making financial and
operating decisions, or vice versa, or where the Group and the party are subject to common
control or common significant influence. Related parties may be individuals or other entities.
In addition to the information disclosed elsewhere in the financial statements, the following
transactions took place between the Group and the related parties at terms agreed between the
parties:
(a)

Sales and purchases of goods and services


2008
$

2009
$

342,655

281,153

2010
$

With related parties


Services income
Sub-contractor charges

(2,736)

A-40

(926,251)

230,639
(1,960,722)

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
22

Related Party Transactions (Contd)


(a)

Sales and purchases of goods and services (Contd)


Related parties comprise mainly companies which are controlled or significantly influenced
by the Groups key management personnel and their close family members.
Outstanding balances at 30 June 2008, 2009 and 2010, arising from sale/purchase of goods
and services, are unsecured and receivable/payable within 12 months from balance sheet
date and are disclosed in Notes 4 and 8 respectively.

(b)

Key management personnel compensation


Key management personnel compensation is as follows:

Salaries, wages and bonus


Employers contribution to Central Provident Fund

2008
$

2009
$

2010
$

472,810

537,308

672,449

49,248

51,641

56,026

522,058

588,949

728,475

Included in the above is total compensation to directors of the Company amounting to


$353,623, $390,600 and $502,923 for the financial years ended 30 June 2008, 2009 and
2010 respectively.
23

Segment Information
The Group operates predominantly in only one business segment, which is the environmental
service segment. Accordingly, no segmental information is presented based on business
segment.
No segmental information by geographical location is presented as all the revenue in the financial
years ended 30 June 2008, 2009 and 2010 was derived in Singapore.

A-41

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
24

Commitments
(a)

Capital commitments
Capital expenditure contracted for at the balance sheet dates but not recognised in the
financial statements are as follows:

Property, plant and equipment

(b)

2008
$

2009
$

2010
$

455,770

293,363

Operating lease commitments


The Group leases office premises from non-related parties under non-cancellable operating
lease agreement. The leases have varying terms, escalation clauses and renewal rights.
The future minimum lease payables under non-cancellable operating leases contracted for
at the balance sheet dates but not recognised as liabilities, are as follows:
2008
$
Not later than one year
Between one and five years
More than five years

2009
$

2010
$

258,677

146,434

231,262

34,150

347,618

440,737

1,750,027

3,648,037

292,827

2,244,079

4,320,036

The Company has two lease agreements with Jurong Town Corporation (JTC), i.e. 17A
Senoko Way and No. 2 Loyang Walk for the rental of two pieces of land from JTC for 60
years commencing on 1 January 1994 and 1 May 1997 respectively. As at 30 June 2010, the
remaining lease period of the 17A Senoko Way lease is 43 years and 6 months and No.2
Loyang Walk lease is 41 years and 8 months. The annual rental for the lease recognised in
profit or loss during the financial years amounted to $50,043 (2009: $12,898 and 2008: $Nil).
The annual rental is subject to annual revision based on the market value at the discretion
of the lessor, but the increase shall not exceed 5.5% of the annual rental for each immediate
preceding year.

A-42

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
25

Financial Risk Management


The Groups activities expose it to market risk (including currency risk, interest risk and price risk),
credit risk, liquidity risk and capital risk. The Groups overall risk management strategy seeks to
minimise adverse effects from the unpredictability of financial markets on the Groups financial
performance. The Board of Directors is responsible for setting the objectives and underlying
principles of financial risk management for the Group.
(a)

Market risk
(i)

Currency risk
Foreign currency risk arises from transactions denominated in currencies other than
the functional currency of the Company. The Groups business operations are not
exposed to significant foreign currency risks as it has no significant transactions
denominated in foreign currencies.

(ii)

Price risk
The Group is exposed to equity securities price risk arising from the investments
classified as available-for-sale. These securities are listed in Singapore. To manage its
price risk arising from investments in equity securities, the Group diversifies its portfolio
in accordance with the limits set by the Group.
If prices for equity securities listed in Singapore had changed by 10% (2009 and 2008:
10%) with all other variables including tax rate being held constant, the effect on total
comprehensive income and equity will be $5,411 (2009: $4,223 and 2008: $7,963)
higher/lower.

(iii)

Cash flow and fair value interest rate risk


Cash flow interest rate risk is the risk that the future cash flows of a financial instrument
will fluctuate because of changes in market interest rates. Fair value interest rate risk
is the risk that the fair value of a financial instrument will fluctuate due to changes in
market interest rates.
The Groups exposure to cash flow interest rate risks arises mainly from non-current
borrowings at variable rates.
The Groups borrowings at variable rates are denominated in SGD. If the SGD interest
rates increase/decrease by 0.5% (2009 and 2008: 0.5%) with all other variables
including tax rate being held constant, the net profit will be lower/higher by $26,868
(2009: $10,882 and 2008: $Nil) as a result of higher/lower interest expense on these
borrowings.
A-43

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
25

Financial Risk Management (Contd)


(b)

Credit risk
Credit risk refers to the risk that a counterparty will default as its contractual obligations
resulting in financial loss to the Group. The major classes of financial assets of the Group
are cash and bank balances, trade and other receivables and financial assets, availablefor-sale. For trade receivables, the Group adopts the policy of dealing only with customers
of appropriate credit history. For other financial assets, the Group adopts the policy of
dealing only with high credit quality counterparties.
As at balance sheet date, the Group has no significant concentration of credit risk.
As the Group does not hold any collateral, the maximum exposure to credit for each class
of financial instruments is the carrying amount of that class of financial instruments
presented on the balance sheet.
The credit risk for trade receivables based on the information provided to key management
is as follows:
2008
$

2009
$

2010
$

By types of customers
Related parties
Non-related parties

(i)

25,975

37,013

8,025

9,997,710

9,908,341

13,942,764

10,023,685

9,945,354

13,950,789

Financial assets that are neither past due nor impaired


Cash and bank balances that are neither past due nor impaired are mainly current
account balances with banks with high credit-ratings assigned by international
credit-rating agencies. Trade receivables that are neither past due nor impaired are
substantially companies with a good collection track record with the Group.

(ii)

Financial assets that are past due and/or impaired


There is no other class of financial assets that is past due and/or impaired except for
trade receivables.

A-44

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
25

Financial Risk Management (Contd)


(b)

Credit risk (Contd)


(ii)

Financial assets that are past due and/or impaired (Contd)


The age analysis of trade receivables past due but not impaired is as follows:
2008
$

2009
$

2010
$

Past due up to 3 months

298,095

3,343,190

1,447,895

Past due 3 to 6 months

309,686

416,415

388,720

Past due over 6 months

99,052

10,177

128,504

706,833

3,769,782

1,965,119

The carrying amount of trade receivables individually determined to be impaired and


the movements in the related allowance for impairment are as follows:
2008
$
Gross amount
Less: Allowance for impairment

2010
$

83,415

11,439

(83,415)

(11,439)

83,415

83,415

Allowance made

11,439

Allowance utilised

Beginning of financial year

End of financial year

(c)

2009
$

83,415

(83,415)

11,439

Liquidity risk
The Group manages the liquidity risk by maintaining sufficient cash and cash equivalents
and marketable securities to enable them to meet their normal operating commitments. The
Group also has adequate amount of committed credit facilities which can be utilised as
necessary.

A-45

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
25

Financial Risk Management (Contd)


(c)

Liquidity risk (Contd)


The table below analyses the Groups financial liabilities into relevant maturity groupings
based on the remaining period from the balance sheet date to the contractual maturity date.
The amounts disclosed in the table are the contractual undiscounted cash flows.
Less than
1 year
$

Between 1
and 5 years
$

Over
5 years
$

At 30 June 2008
Trade and other payables

7,741,658

Borrowings

1,612,918

3,180,859

9,354,576

3,180,859

Trade and other payables

7,756,199

Borrowings

2,222,155

3,503,547

1,157,918

9,978,354

3,503,547

1,157,918

Trade and other payables

8,380,530

Borrowings

2,611,880

3,099,974

2,195,030

10,992,410

3,099,974

2,195,030

At 30 June 2009

At 30 June 2010

(d)

Capital risk
The Groups objectives when managing capital are to safeguard the Groups ability to
continue to operate as a going concern entity and to maintain an optimal capital structure so
as to maximise shareholder value. In order to maintain or achieve an optimal capital
structure, the Group may return capital to shareholders or obtain new borrowings.
Management monitors capital based on a gearing ratio. The Groups strategies, which were
unchanged from 2008, are to maintain a gearing ratio not exceeding 100%.
The gearing ratio is calculated as net debt divided by total capital. Net debt is calculated as
borrowings plus trade and other payables less cash and bank balances. Total capital is
calculated as equity plus net debt.

A-46

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
25

Financial Risk Management (Contd)


(d)

Capital risk (Contd)


2008
$

2009
$

2010
$

11,874,219

12,007,026

13,550,147

Total equity

8,441,615

11,875,390

17,148,200

Total capital

20,315,834

23,882,416

30,698,347

58%

50%

44%

Net debt

Gearing ratio

The Group are in compliance with all externally imposed capital requirements for the
financial years ended 30 June 2008, 2009 and 2010.
(e)

Fair value measurement


The fair value of financial instruments traded in active markets (available-for-sale equity
securities) is based on quoted market prices at the balance sheet dates. The quoted market
price used for financial assets held by the Group is the current bid price. These instruments
are included in Level 1.
(a)

Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

(b)

Inputs other than quoted prices included within Level 1 there are observable for the
asset or liability, either directly (is as prices) or indirectly (i.e. derived from prices)
(Level 2); and

(c)

Inputs for the asset or liability that are not based on observable market data
(unobservable inputs) (Level 3).

The following table presents the assets and liabilities measured at fair value at 30 June:
Level 1

Level 2

Level 3

Total

2008

95,945

95,945

2009

50,885

50,885

2010

65,190

65,190

Financial assets, available-for-sale

The fair values of financial assets and liabilities approximate their carrying amounts.

A-47

APPENDIX A INDEPENDENT AUDITORS REPORT ON


THE COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEARS ENDED 30 JUNE 2008, 2009 AND 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Combined Financial Statements
For the Financial Years ended 30 June 2008, 2009 and 2010
26

Events Occurring After Balance Sheet Date


(a)

Dividends
On 15 April 2011, the subsidiaries of the Company, 800 Super Waste Management Pte Ltd
and YS Yong Services Pte Ltd paid a final tax exempt (1-tier) dividend in respect of the
financial year ended 30 June 2010 of $0.33 and $1.33 per share to shareholders totalling
$1,000,000 respectively.

(b)

Share capital
At an Extraordinary General Meeting held on 10 June 2011, the shareholders of the
Company approved the sub-division of each ordinary share in the issued and paid-up capital
of the Company into 29 shares.

27

New or Revised Accounting Standards and Interpretations


Certain new accounting standards, amendments and interpretations to existing standards have
been published and are mandatory for the Groups accounting periods beginning on or after 1 July
2010 or later periods and which the Group has not early adopted. The transfer to the new or
revised standards from the effective date is not expected to result in material adjustments to the
financial position, results of operations or cash flows for the following year.

28

Effective date for


periods beginning
on or after

FRS No.

Title

FRS 24

Related party disclosures (Amendments to)

FRS 32

Financial Instruments: Presentation (Amendments to)

1 February 2010

FRS 101

First-time Adoption of Financial Reporting Standards


(Amendments to)

1 January 2010

FRS 102

Share-based Payments (Amendments to)

1 January 2010

INT FRS 114

The Limit on a Defined Benefit Asset, Minimum Funding


Requirements and their Interaction (Amendments to)

1 January 2011

INT FRS 119

Extinguishing Financial Liabilities with Equity Instruments

1 January 2011

1 July 2010

Authorisation of Financial Statements for Issue


The combined financial statements of 800 Super Holdings Limited and its subsidiaries for the
financial years ended 30 June 2008, 2009 and 2010 were authorised for issue in accordance with
a resolution of the Board of Directors on 6 July 2011.

A-48

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
STATEMENT BY DIRECTORS
In the opinion of the directors,
(a)

the unaudited interim combined financial statements as set out on pages B-3 to B-45 are drawn
up so as to give a true and fair view of the state of affairs of the Group as at 31 December 2010,
and of the results of the business, changes in equity and cash flows of the Group for the financial
period then ended; and

(b)

at the date of this statement, there are reasonable grounds to believe that the Company will be
able to pay its debts as and when they fall due.

On behalf of the directors

Lee Koh Yong


Director

Lee Cheng Chye


Director

B-1

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
INDEPENDENT AUDITORS REVIEW REPORT
6 July 2011
The Board of Directors
800 Super Holdings Limited
No. 17A Senoko Way
Singapore 758056
Dear Sirs
We have reviewed the accompanying unaudited combined financial statements of 800 Super Holdings
Limited (the Company) and its subsidiaries (collectively, the Group), set out on pages B-3 to B-45,
which comprise the combined balance sheet as at 31 December 2010, and the combined statement of
comprehensive income, combined statement of changes in equity and combined statement of cash
flows for the Group for the six-month period ended 31 December 2010, and a summary of significant
accounting policies and other explanatory notes. Management is responsible for the preparation and
presentation of these unaudited financial information in accordance with Singapore Financial Reporting
Standards. Our responsibility is to express a conclusion on these unaudited combined financial
statements based on our review.
We conducted our review in accordance with Singapore Standards on Review Engagements 2410,
Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review
of interim financial information consists of making inquires, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with Singapore Standards in Auditing and
consequently does not enable us to obtain assurance that we would become aware if all significant
matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the
accompanying unaudited combined financial statements do not present fairly, in all material respects,
the financial position of the Group as at 31 December 2010, and of the Groups combined results of
operations, combined changes in equity and cash flows for the six-month period ended 31 December
2010 in accordance with the Singapore Financial Reporting Standards.
The comparative figures for the corresponding six-month period ended 31 December 2009 were
extracted from the unaudited management financial information and we have not carried out a review
of those financial information. The unaudited consolidated financial information for the corresponding
six-month period ended 31 December 2009 is the responsibility of the management.
Report on Other Legal and Regulatory Requirements
This report has been prepared for inclusion in the Offer Document in connection with the initial public
offering (IPO) of the ordinary shares of the Company on the Singapore Exchange Securities Trading
Limited.

Nexia TS Public Accounting Corporation


Public Accountants and Certified Public Accountants
Singapore
Director-in-charge: Loh Ji Kin
(Appointed for the financial year ended 30 June 2010)

B-2

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Unaudited Combined Balance Sheets
As at 31 December 2010

Note

30 JUNE
2010

31 DECEMBER
2010

(Audited)

(Unaudited)

2,697,615

4,239,780

ASSETS
Current Assets
Cash and bank balances
Trade and other receivables

13,945,829

13,773,964

Other current assets

1,333,290

1,068,601

17,976,734

19,082,345

Non-Current Assets
Property, plant and equipment

17,214,147

17,092,509

Financial assets, available-for-sale

65,190

81,373

17,279,337

17,173,882

35,256,071

36,256,227

Total Assets
LIABILITIES
Current Liabilities
Trade and other payables

8,380,530

6,843,937

Borrowings

2,611,880

2,637,050

981,585

640,516

11,973,995

10,121,503

Current income tax liabilities

Non-Current Liabilities
Borrowings

5,255,352

6,127,450

Deferred income tax liabilities

11

878,524

878,524

6,133,876

7,005,974

Total Liabilities

18,107,871

17,127,477

NET ASSETS

17,148,200

19,128,750

4,100,000

4,100,000

EQUITY
Share capital

12

Fair value reserve

13

(43,719)

(27,536)

Retained profits

13,091,919

15,056,286

Total Equity

17,148,200

19,128,750

The accompanying notes form an integral part of these financial statements.


B-3

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Unaudited Combined Statements of Comprehensive Income
For the six-month period ended 31 December 2010

Note

Six-month period ended


31 December
2009
2010
$
$
(Unaudited)
(Unaudited)

Revenue

14

34,002,055

37,321,604

Other income

15

214,942

173,126

Other losses

16

(21,656)

Purchase of supplies and disposal charges

(11,297,875)

(12,346,185)

Sub-contractor charges

(3,193,949)

(1,942,551)

Depreciation of property, plant and equipment

(1,344,836)

(1,442,081)

Other expenses

17

(3,691,690)

(4,633,613)

Employee benefits expense

18

(11,426,699)

(14,562,060)

Finance expenses

19

(193,301)

(234,873)

Profit before income tax

3,046,991

Income tax expense

20

Net profit

(438,962)

2,333,367
(369,000)

2,608,029

1,964,367

Fair value gains

10,248

16,183

Other comprehensive income

10,248

16,183

2,618,277

1,980,550

1.80

1.36

Other comprehensive income:


Financial assets, available-for-sale

Total comprehensive income


Earnings per share attributable to equity holders of the
Company (cents)
Basic and diluted

21

The accompanying notes form an integral part of these financial statements.


B-4

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Unaudited Combined Statements of Changes in Equity
For the six-month period ended 31 December 2010

Balance at 1 July 2009


Issuance of shares (Note 12)
Total comprehensive income for the
financial period

Share
capital
$

Fair value
reserve
$

Retained
profits
$

Total
$

4,050,000

(60,625)

7,886,015

11,875,390

50,000

50,000

10,248

2,608,029

2,618,277

Balance at 31 December 2009

4,100,000

(50,377)

10,494,044

14,543,667

Balance at 1 July 2010

4,100,000

(43,719)

13,091,919

17,148,200

16,183

1,964,367

1,980,550

(27,536)

15,056,286

19,128,750

Total comprehensive income for the


financial period
Balance at 31 December 2010

4,100,000

The accompanying notes form an integral part of these financial statements.


B-5

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Unaudited Combined Statements of Cash Flows
For the six-month period ended 31 December 2010
Note

2009
$
(Unaudited)

2010
$
(Unaudited)

2,608,029

1,964,367

438,962

369,000

1,344,836

1,442,081

Cash flows from operating activities


Net profit
Adjustments for:
Income tax expense
Depreciation of property, plant and equipment
Loss on disposal of financial assets, available-for-sale

16

650

Loss on disposal of property, plant and equipment

16

21,006

Dividend income

15

(2,420)

(3,780)

Interest income

15

(10,706)

(2,307)

Interest expense

19

193,301

234,873

4,593,658

4,004,234

Changes in working capital


Trade and other receivables

(2,961,082)

Other current assets

692,833

Trade and other payables

(249,945)

Cash generated from operations


Interest received
Interest paid
Income tax paid
Net cash provided by operating activities

171,857
264,690
(1,536,594)

2,075,464

2,904,187

10,706

2,307

(193,301)

(234,873)

(72,624)

(710,069)

1,820,245

1,961,552

Cash flows from investing activities


Additions of property, plant and equipment

(3,467,971)

(985,996)

Proceeds from disposal of financial assets, available-for-sale

1,950

Dividend received

2,420

3,780

Net cash used in investing activities

(3,463,601)

The accompanying notes form an integral part of these financial statements.


B-6

(982,216)

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Unaudited Combined Statements of Cash Flows
For the six-month period ended 31 December 2010
2009
$
(Unaudited)

2010
$
(Unaudited)

Cash flows from financing activities


Issuance of shares

50,000

Repayments of finance lease liabilities

(959,082)

(711,934)

Repayment of borrowings

(349,807)

(559,568)

Proceeds from borrowings


Net cash provided by financing activities

Net (decrease)/increase in cash and bank balances

2,190,000

1,834,331

931,111

562,829

(712,245)

1,542,165

Beginning of financial period

2,380,452

2,697,615

End of financial period

1,668,207

4,239,780

The accompanying notes form an integral part of these financial statements.


B-7

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
1

Corporate Information
1.1 The Company
The Company was incorporated in the Republic of Singapore on 11 April 2011 as an exempt
private company limited by shares to act as the holding corporation of the Group. On
incorporation, the Companys issued and paid-up share capital was $1 comprising one
share. The Company was incorporated for the purpose of acquiring the existing companies
of the Group pursuant to the Group Restructuring Exercise (Note 1.2).
On 16 June 2011, the Companys name was subsequently changed to 800 Super Holdings
Limited in connection with the Companys conversion to a public company limited by shares.
The address of its registered and principal place of business is No. 17A Senoko Way,
Singapore 758056.
The principal activities of the Company are those of investment holding company and
management and administrative support to its subsidiaries. The principal activities of the
subsidiaries are described below.
The Group comprises the Company and the following subsidiaries:

Name of companies

Principal activities

800 Super Waste


Management Pte Ltd

Waste disposal and general


contractors providing
cleaning services.
Supply of labour and general
contractors providing
cleaning services.
Manufacturing, packaging
and processing of plastics,
woods materials and scrap
metals, and providing
cleaning services and waste
disposal.
Landscape care and
maintenance services and
other business support
services related.

YS Yong Services Pte Ltd

Green Recycling Pte. Ltd.

800 Landscape Pte. Ltd.

B-8

Country of
business/
incorporation

2009

2010

Singapore

%
100

%
100

Singapore

100

100

Singapore

100

100

Singapore

100

Equity holding

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
1

Corporate Information (Contd)


1.2 The Restructuring Exercise
The Company undertook the following exercise (Restructuring Exercise) in connection with
the invitation:
(i)

Incorporation of the Company


The Company was incorporated in the Republic of Singapore on 11 April 2011 as an
exempt private company limited by shares to act as the holding corporation of the
Group. On incorporation, the Companys issued and paid-up share capital was $1
comprising one share, which was issued and alloted to Lee Koh Yong.

(ii)

Share swaps between the original shareholders of subsidiaries for shares in the
Company
Pursuant to the Restructuring Exercise carried out pursuant to a share swap
agreement dated 9 May 2011 between the Company and Lee Koh Yong, Lee Hock
Seong, Lee Cheng Chye, Lee Kim Eng, Lee Thiam Seng and Lee Chuan Heng, all the
then shareholders of 800 Super Waste Management Pte Ltd, 800 Landscape Pte. Ltd.,
Green Recycling Pte. Ltd. and YS Yong Services Pte Ltd transferred all their respective
shareholding interests in the respective subsidiaries to the Company in return for
shares in the capital of the Company.

(iii)

Pre-IPO sale of shares


Upon being allocated an aggregate of 1,000,000 shares under the Share Swap
Agreement, the Executive Directors, Lee Koh Yong and Lee Cheng Chye, the
Executive Officers, Lee Kim Eng and Lee Chuan Heng, the Controlling Shareholders,
Lee Hock Seong, and Lee Thiam Seng entered into a share sale and purchase
agreement with Venstar Investments Ltd. for the sale of an aggregate of 315,000
Shares held by the aforementioned existing Shareholders in the Company to Venstar
Investment Ltd. for a consideration of a sum of $2.0 million.

(iv) Sub-division of shares


On 10 June 2011, the Shareholders approved the sub-division (the Sub-division) of
each share in the issued and paid-up share capital of the Company into 29 ordinary
shares at an extraordinary general meeting. Upon completion of the Sub-division, the
Companys issued and paid-up capital comprised 145,000,000 shares.

B-9

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
1

Corporate Information (Contd)


1.2 The Restructuring Exercise (Contd)
Upon completion of the Restructuring Exercise, the Company has the following subsidiaries:
Place and date
of incorporation

Name of companies

Principal activities

800 Super Waste


Management Pte Ltd

Waste disposal and


general contractors
providing cleaning
services.

Singapore
04 June 1986

YS Yong Services
Pte Ltd

Supply of labour and


general contractors
providing cleaning
services.

Green Recycling
Pte. Ltd.

800 Landscape
Pte. Ltd.

Issued
and paid
up capital

Equity
holding

3,000,000

100

Singapore
28 July 1994

750,000

100

Manufacturing, packaging
and processing of
plastics, woods materials
and scrap metals, and
providing cleaning
services and waste
disposal.

Singapore
02 July 2002

300,000

100

Landscape care and


maintenance services and
other business support
services related.

Singapore
21 October 2009

50,000

100

1.3 Basis of Preparation


The Restructuring Exercise involved companies which are under common control since all
the entities which took part in the Restructuring Exercise were controlled by the same
ultimate shareholders before and immediately after the Restructuring Exercise. The
objective of the combined financial statements is to show what the historical information
might have been had the combined group as describe in Note 1.2 and after the Restructuring
Exercise had been in place since 1 July 2007 under the pooling-of-interest method.
Such manner of presentation reflects the economic substance of the combining companies,
which were under common control throughout the financial years ended 30 June 2008, 2009
and 2010 presented, as a single economic enterprise, although the legal parent-subsidiary
relationships were not established as at the respective balance sheet dates.

B-10

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
2

Summary of Significant Accounting Policies


2.1 Statement of Compliance
The combined financial statements of the Group are prepared in accordance with Singapore
Financial Reporting Standards (FRS) including related Interpretations promulgated by the
Accounting Standards Council (ASC).
The combined financial statements have been prepared under the historical cost
convention, except as disclosed in the accounting policies below. The combined financial
statements are presented in Singapore Dollar ($), unless otherwise stated.
2.2 Use of Estimates and Judgements
The preparation of the combined financial statements in accordance with FRS requires the
Companys management to exercise its judgement in the process of the Groups accounting
policies. It also requires the use of certain critical accounting estimates and assumptions.
Areas involving a higher degree of judgement or complexity, or areas where assumptions
and estimates are significant to the combined financial statements, are disclosed in Note 3.
The estimates and associated assumptions are based on historical experience and various
other factors that are believed to be reasonable under the circumstances, the results of
which form the basis of judgements about carrying values of assets and liabilities and which
are not readily apparent from other sources. Actual results may differ from these estimates.
At the date of these financial statements, the Directors of the Company have considered and
anticipated that the adoption of FRS that were in issue but not effective will not have any
material impact on the combined financial statements.
The Group and the Company have adopted all the applicable new/revised FRS issued by
the Accounting Standards Council (ASC) that are relevant to its operations and effective for
annual period beginning 1 January 2009. The adoption of these new/revised FRS has had
no material effect on the combined financial statements for the current and prior financial
periods.
2.3 Changes in Accounting Policies
The Group has early adopted FRS and Interpretations to FRS (INT FRS), which are
effective for accounting periods beginning on or after 1 July 2009, issued by the ASC for the
preparation of these combined financial statements of the Group since 1 July 2009. FRS
101, First-time Adoption of Financial Reporting Standards, have been applied in preparing
these combined financial statements.

B-11

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
2

Summary of Significant Accounting Policies (Contd)


2.3 Changes in Accounting Policies (Contd)
The early adoption of FRS and INT FRS which are effective for periods beginning on or after
1 January 2009 did not result in any substantial changes to the Groups accounting policies
nor any significant impact on these combined financial statements.
2.4 Common Control Business Combination Outside the Scope of FRS 103
A business combination involving entities under common control is a business combination
in which all the combining entities or businesses are ultimately controlled by the same party
or parties both before and after the business combination, and that control is not transitory.
The Restructuring Exercise described in Note 1.2 resulted in a business combination
involving common control entities, and accordingly the accounting treatment is outside the
scope of FRS 103 Business Combinations. For such common control business
combinations, the merger accounting principles are used to include the assets, liabilities,
results, equity changes and cash flows of the combining entities in the combined financial
statements.
In applying merger accounting, financial statement items of the combining entities or
businesses for the reporting period in which the common control combination occurs are
included in the combined financial statements of the combined entity as if the combination
had occurred from the date when the combining entities or businesses first came under the
control of the controlling party or parties.
The combined financial statements of the Group for the financial periods ended 31
December 2009 and 2010 were prepared in accordance with the principle of merger
accounting as if the Restructuring Exercise had been completed on 1 July 2007. Such
manner of presentation reflects the economic substance of the combining entities as a single
economic enterprise, although the legal parent-subsidiary relationship was not established
until after the balance sheet date.
In preparing the combined financial statements, transactions, balances and unrealised gains
on transactions between group companies are eliminated. A single uniform set of accounting
policies is adopted by the combined entity. The combined entity recognised the assets,
liabilities and equity of the combining entities or businesses at the carrying amounts in the
combined financial statements. There is no recognition of any goodwill or excess of the
acquirers interest in the net fair value of the acquirees identifiable assets, liabilities and
contingent liabilities over cost at the time of the common control combination. The aggregate
paid-up capital and reserves of the subsidiaries are shown as the Groups share capital and
reserves for the financial period ended 30 June 2010 and 31 December 2010.

B-12

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
2

Summary of Significant Accounting Policies (Contd)


2.5 Property, Plant and Equipment
(i)

Measurement
Property, plant and equipment are initially recognised at cost and subsequently carried
at cost less accumulated depreciation and accumulated impairment losses.
The cost of an item of property, plant and equipment initially recognised includes its
purchase price and any costs that are directly attributable to bringing the asset to the
location and condition necessary for it to be capable of operating in the manner
intended by management.

(ii)

Depreciation
Depreciation is calculated using the straight-line method to allocate their depreciable
amounts over their estimated useful lives as follows:
Useful lives
Leasehold buildings

42 45 years

Motor vehicles

10 years

Bins and containers

5 10 years

Machinery

3 10 years

Boat

10 years

Office equipment

3 10 years

Computers

3 10 years

Furniture and fittings

3 10 years

Renovation

3 10 years

The residual values, and estimated useful lives and depreciation method of property,
plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet
date. The effects of any revision are recognised in profit or loss when the changes
arise.
(iii)

Subsequent expenditure
Subsequent expenditure relating to property, plant and equipment that has already
been recognised is added to the carrying amount of the asset only when it is probable
that future economic benefits associated with the item will flow to the Group and the
cost of the item can be measured reliably. All other repair and maintenance expenses
are recognised in profit or loss when incurred.
B-13

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
2

Summary of Significant Accounting Policies (Contd)


2.5 Property, Plant and Equipment (Contd)
(iv) Disposal
On disposal of an item of property, plant and equipment, the difference between the
disposal proceeds and its carrying amount is recognised in profit or loss.
2.6 Group Accounting
(a)

Subsidiaries
(i)

Consolidation
Subsidiaries are entities (including special purpose entities) over which the Group
has power to govern the financial and operating policies so as to obtain benefits
from its activities, generally accompanied by a shareholding giving rise to a
majority of the voting rights. The existence and effect of potential voting rights that
are currently exercisable or convertible are considered when assessing whether
the Group controls another entity. Subsidiaries are consolidated from the date on
which control is transferred to the Group. They are de-consolidated from the date
on which control ceases.
In preparing the consolidated financial statements, transactions, balances and
unrealised gains on transactions between group entities are eliminated.
Unrealised losses are also eliminated but are considered an impairment indicator
of the asset transferred. Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests are that part of the net results of operations and of net
assets of a subsidiary attributable to the interests which are not owned directly or
indirectly by the equity holders of the Company. They are shown separately in the
consolidated statements of comprehensive income, consolidated statements of
changes in equity and consolidated balance sheets. Total comprehensive income
is attributed to the non-controlling interests based on their respective interests in
a subsidiary, even if this results in the non-controlling interests having a deficit
balance.

B-14

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
2

Summary of Significant Accounting Policies (Contd)


2.6 Group Accounting (Contd)
(a)

Subsidiaries (Contd)
(ii)

Acquisition of businesses
The acquisition method of accounting is used to account for business
combinations by the Group.
The consideration transferred for the acquisition of a subsidiary comprises the fair
value of the assets transferred, the liabilities incurred and the equity interests
issued by the Group. The consideration transferred also includes the fair value of
any contingent consideration arrangement and the fair value of any pre-existing
equity interest in the subsidiary.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a
business combination are, with limited exceptions, measured initially at their fair
values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling
interest in the acquiree at the date of acquisition either at fair value or at the
non-controlling interests proportionate share of the acquirees net identifiable
assets.
The excess of the consideration transferred, the amount of any non-controlling
interest in the acquiree and the acquisition-date fair value of any previous equity
interest in the acquiree over the fair value of the net identifiable assets acquired
is recorded as goodwill.

(iii)

Disposals of subsidiaries or businesses


When a change in the Companys ownership interest in a subsidiary results in a
loss of control over the subsidiary, the assets and liabilities of the subsidiary
including any goodwill are derecognised. Amounts recognised in other
comprehensive income in respect of that entity are also reclassified to profit or
loss or transferred directly to retained earnings if required by a specific FRS.
Any retained interest in the entity is remeasured at fair value. The difference
between the carrying amount of the retained investment at the date when control
is lost and its fair value is recognised in profit or loss.

B-15

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
2

Summary of Significant Accounting Policies (Contd)


2.6 Group Accounting (Contd)
(b)

Transactions with non-controlling interests


Changes in the Companys ownership interest in a subsidiary that do not result in a loss
of control over the subsidiary are accounted for as transactions with equity owners of
the Group. Any difference between the change in the carrying amounts of the
non-controlling interest and the fair value of the consideration paid or received is
recognised in a separate reserve within equity attributable to the equity holders of the
Company.

2.7 Impairment of Non-Financial Assets


Property, plant and equipment
Property, plant and equipment are tested for impairment whenever there is any objective
evidence or indication that these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair
value less cost to sell and the value-in-use) is determined on an individual asset basis unless
the asset does not generate cash inflows that are largely independent of those from other
assets. If this is the case, the recoverable amount is determined for the CGU to which the
asset belongs. If the recoverable amount of the asset (or CGU) is estimated to be less than
its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable
amount.
The difference between the carrying amount and recoverable amount is recognised as an
impairment loss in profit or loss.
An impairment loss for an asset is reversed if, and only if, there has been a change in the
estimates used to determine the assets recoverable amount since the last impairment loss
was recognised. The carrying amount of this asset is increased to its revised recoverable
amount, provided that this amount does not exceed the carrying amount that would have
been determined (net of any accumulated amortisation or depreciation) had no impairment
loss been recognised for the asset in prior years. A reversal of impairment loss for an asset
is recognised in profit or loss.

B-16

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
2

Summary of Significant Accounting Policies (Contd)


2.8 Financial Assets
(a)

Classification
The Group classifies its financial assets in the following categories: loans and
receivables and financial assets, available-for-sale. The classification depends on the
nature of the assets and the purpose for which the assets were acquired. Management
determines the classification of its financial assets at initial recognition.
(i)

Loans and receivables


Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They are
presented as current assets, except those maturing later than 12 months after the
balance sheet date which are presented as non-current assets. Loans and
receivables are presented as trade and other receivables and cash and bank
balances on the balance sheet.

(ii)

Financial assets, available-for-sale


Financial assets, available-for-sale are non-derivatives that are either designated
in this category or not classified in any of the other categories. They are
presented as non-current assets unless management intends to dispose of the
assets within 12 months after the balance sheet date.

(b)

Recognition and derecognition


Regular way purchases and sales of financial assets are recognised on trade-date
the date on which the Group commits to purchase or sell the asset. Financial assets
are derecognised when the rights to receive cash flows from the financial assets have
expired or have been transferred and the Group has transferred substantially all risks
and rewards of ownership.
On disposal of a financial asset, the difference between the carrying amount and the
sale proceeds is recognised in profit or loss. Any amount in the fair value reserve
relating to that asset is transferred to profit or loss.

(c)

Initial measurement
Financial assets are initially recognised at fair value plus transaction costs.

B-17

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
2

Summary of Significant Accounting Policies (Contd)


2.8 Financial Assets (Contd)
(d)

Subsequent measurement
Financial assets, available-for-sale are subsequently carried at fair value. Loans and
receivables are subsequently carried at amortised cost using the effective interest
method.
Interest and dividend income on financial assets, available-for-sale are recognised
separately in profit or loss. Changes in fair values of available-for-sale debt securities
(i.e non-monetary items) are recognised in the fair value reserve, together with the
related currency translation differences.

(e)

Impairment
The Group assesses at each balance sheet date whether there is objective evidence
that a financial asset or a group of financial assets is impaired and recognises an
allowance for impairment when such evidence exists.
(i)

Loans and receivables


Significant financial difficulties of the debtor, probability that the debtor will enter
bankruptcy, and default or significant delay in payments are objective evidence
that these financial assets are impaired.
The carrying amount of these assets is reduced through the use of an allowance
for impairment loss account which is calculated as the difference between the
carrying amount and the present value of estimated future cash flows, discounted
at the original effective interest rate. When the asset becomes uncollectible, it is
written off against the allowance account. Subsequent recoveries of amounts
previously written off are recognised against the same line item in profit or loss.
The allowance for impairment loss account is reduced through profit or loss in a
subsequent period when the amount of impairment loss decreases and the
related decrease can be objectively measured. The carrying amount of the asset
previously impaired is increased to the extent that the new carrying amount does
not exceed the amortised cost had no impairment been recognised in prior
periods.

B-18

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
2

Summary of Significant Accounting Policies (Contd)


2.8 Financial Assets (Contd)
(e)

Impairment (Contd)
(ii)

Financial assets, available-for-sale


In addition to the objective evidence of impairment described above, a significant
or prolonged decline in the fair value of an equity security below its cost is
considered as an indicator that the available-for-sale financial assets are
impaired.
If any evidence of impairment exists, the cumulative loss that was recognised in
the fair value reserve is reclassified to profit or loss. The cumulative loss is
measured as the difference between the acquisition cost (net of any principal
repayments and amortisation) and the current fair value, less any impairment loss
previously recognised in profit or loss. The impairment losses recognised as an
expense on equity securities are not reversed through profit or loss.

2.9 Cash and Bank Balances


Cash and bank balances include cash on hand and cash held with financial institutions
which are subject to an insignificant risk of change in value.
2.10 Borrowings
Borrowings are presented as current liabilities unless the Group has an unconditional right
to defer settlement for at least 12 months after the balance sheet date.
Borrowings are initially recognised at fair value (net of transaction costs) and subsequently
carried at amortised cost. Any difference between the proceeds (net of transaction costs)
and the redemption value is recognised in profit or loss over the period of the borrowings
using the effective interest method.
2.11 Trade and Other Payables
Trade and other payables are initially recognised at fair value, and subsequently carried at
amortised cost using the effective interest method.

B-19

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
2

Summary of Significant Accounting Policies (Contd)


2.12 Fair Value Estimation of Financial Assets and Liabilities
The fair values of financial instruments traded in active markets (such as exchange-traded
and over-the-counter securities) are based on quoted market price at the balance sheet
date. The quoted market prices used for financial assets are the current bid prices.
The fair values of current financial assets and liabilities carried at amortised cost
approximate their carrying amounts.
2.13 Revenue Recognition
Revenue comprises the fair value of the consideration received or receivable for rendering
of services in the ordinary course of the Groups activities. Revenue is presented, net of
goods and services tax, rebates and discounts.
(i)

Rendering of service
Revenue is recognised when services are performed according to contract
agreements.

(ii)

Sale of goods recycled materials


Revenue from these sales is recognised when a Group entity has delivered the
products to the customers and the customers have accepted the products and the
collectibility of the related receivable is reasonably assured.

(iii) Interest income


Interest income is recognised using the effective interest method.
(iv) Dividend income
Dividend income is recognised when the right to receive payment is established.
(v)

Other income
Other income is recognised at the point of entitlement of income.

2.14 Income Taxes


Current income tax for current and prior periods is recognised at the amount expected to be
paid to or recovered from the tax authorities, using the tax rates and tax laws that have been
enacted or substantially enacted by the balance sheet date.
B-20

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
2

Summary of Significant Accounting Policies (Contd)


2.14 Income Taxes (Contd)
Deferred income tax is recognised for all temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements except
when the deferred income tax arises from the initial recognition of an asset or liability in a
transaction that is not a business combination and affects neither accounting nor taxable
profit or loss at the time of the transaction.
A deferred income tax asset is recognised to the extent that it is probable that future taxable
profit will be available against which the deductible temporary differences and tax losses can
be utilised.
Deferred income tax is measured:
(i)

at the tax rates that are expected to apply when the related deferred income tax asset
is realised or the deferred income tax liability is settled, based on tax rates and tax laws
that have been enacted or substantially enacted by the balance sheet date; and

(ii)

based on the tax consequence that will follow from the manner in which the Group
expects, at the balance sheet date, to recover or settle the carrying amounts of its
assets and liabilities.

Current and deferred income taxes are recognised as income or expense in profit or loss.
2.15 Employee Compensation
Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised
as an asset.
(i)

Defined contribution plans


Defined contribution plans are post-employment benefit plans under which the Group
pays fixed contributions into separate entities such as the Central Provident Fund on
a mandatory, contractual or voluntary basis. The Group has no further payment
obligations once the contributions have been paid.

(ii)

Employee leave entitlement


Employee entitlements to annual leave are recognised when they accrue to
employees. A provision is made for the estimated liability for annual leave as a result
of services rendered by employees up to the balance sheet date.

B-21

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
2

Summary of Significant Accounting Policies (Contd)


2.16 Borrowing Costs
Borrowing costs are recognised in profit or loss using the effective interest method.
2.17 Currency Translation
(a)

Functional and presentation currency


Items included in the financial statements are measured using the currency of the
primary economic environment in which the entity operates (functional currency). The
financial statements are presented in Singapore Dollar, which is the functional currency
of the Company.

(b)

Transactions and balances


Transactions in a currency other than the functional currency (foreign currency) are
translated into the functional currency using the exchange rates at the dates of the
transactions. Currency translation differences from the settlement of such transactions
and from the translation of monetary assets and liabilities denominated in foreign
currencies at the closing rates at the balance sheet date are recognised in profit or
loss, unless they arise from borrowings in foreign currencies, other currency
instruments designated and qualifying as net investment hedges and net investment in
foreign operations. Those currency translation differences are recognised in the
currency translation reserve in the consolidated financial statements and transferred to
profit or loss as part of the gain or loss on disposal of the foreign operation.
Non-monetary items measured at fair values in foreign currencies are translated using
the exchange rates at the date when the fair values are determined.

2.18 Government Grants


Grants from the government are recognised as a receivable at their fair value when there is
reasonable assurance that the grant will be received and the Group will comply with all the
attached conditions.
Government grants receivable are either recognised as income over the periods necessary
to match them with the related costs which they are intended to compensate, on a
systematic basis or offset against the related cost in profit or loss. Government grants
relating to expenses are shown separately as other income.
Government grants relating to assets are deducted against the carrying amount of the
assets.

B-22

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
2

Summary of Significant Accounting Policies (Contd)


2.19 Provisions
Provisions for other liabilities and charges are recognised when the Group has a present
legal or constructive obligation as a result of past events, it is more likely than not that an
outflow of resources will be required to settle the obligation and the amount has been reliably
estimated. Provisions are not recognised for future operating losses.
2.20 Leases
The Group leases motor vehicles, machinery and bins and containers under finance leases
and office premises under operating leases from non-related parties.
(i)

Finance leases
Leases where the Group assumes substantially all risks and rewards incidental to
ownership of the leased assets are classified as finance leases.
The leased assets and the corresponding lease liabilities (net of finance charges)
under finance leases are recognised on the balance sheet as property, plant and
equipment and finance lease liabilities respectively, at the inception of the leases
based on the lower of the fair values of the leased assets and the present value of the
minimum lease payments.
Each lease payment is apportioned between the finance expense and the reduction of
the outstanding lease liability. The finance expense is recognised in profit or loss on a
basis that reflects a constant periodic rate of interest on the finance lease liability.

(ii)

Operating leases
Leases where substantially all risks and rewards incidental to ownership are retained
by the lessor are classified as operating leases. Payments made under operating
leases (net of any incentives received from the lessors) are recognised in profit or loss
on a straight-line basis over the period of the lease.

2.21 Segment Reporting


Operating segments are reported in a manner consistent with the internal reporting provided
to the Board of Directors whose members are responsible for allocating resources and
assessing performance of the operating segments.

B-23

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
2

Summary of Significant Accounting Policies (Contd)


2.22 Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the
issuance of new ordinary shares are recognised against the share capital account.

Critical Accounting Estimates, Assumptions and Judgements


Estimates, assumptions and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances.
Critical accounting estimates and assumptions
(a)

Depreciation of property, plant and equipment


Property, plant and equipment are depreciated on a straight-line basis over their estimated
useful lives. Management estimates the useful lives of these property, plant and equipment
to be within 3 to 45 years. Changes in the expected level of usage and technological
development could impact the economic useful lives and the residual values of these assets,
therefore, future depreciation charges could be revised.

(b)

Impairment of loans and receivables


Management reviews its loans and receivables for objective evidence of impairment at least
quarterly. Significant financial difficulties of the debtor, the probability that the debtor will
enter bankruptcy, and default or significant delay in payments are considered objective
evidence that a receivable is impaired. In determining this, management makes judgement
as to whether there is observable data indicating that there has been a significant change
in the payment ability of the debtor, or whether there have been significant changes with
adverse effect in the technological, market, economic or legal environment in which the
debtor operates in.
Where there is objective evidence of impairment, management makes judgement as to
whether an impairment loss should be recorded as an expense. In determining this,
management uses estimates based on historical loss experience for assets with similar
credit risk characteristics. The methodology and assumptions used for estimating both the
amount and timing of future cash flows are reviewed regularly to reduce any differences
between the estimated loss and actual loss experience.

B-24

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
4

Trade and Other Receivables


30 June
2010
$
(Audited)

31 December
2010
$
(Unaudited)

Trade receivables:

Related parties

Non-related parties

Less: Allowances for impairment (Note 25(b)(ii))

8,025

862

13,942,764

13,932,952

(11,439)

(165,329)

13,939,350

13,768,485

6,479

5,479

13,945,829

13,773,964

Other receivables:

Staff advances

Banking facilities are secured on trade receivables of the Group with carrying amounts of
$2,500,000 (30 June 2010: $2,500,000) (Note 9).
5

Other Current Assets


30 June
2010
$
(Audited)

31 December
2010
$
(Unaudited)

Deposits

784,577

650,102

Prepayments

548,713

256,499

162,000

1,333,290

1,068,601

Deferred IPO costs

B-25

B-26

Disposals

End of financial year ended


30 June 2010

Net Book Value

End of financial year

5,255,119

100,381

78,979

Depreciation charge

Disposals

21,402

Beginning of financial year

Accumulated Depreciation

5,355,500

2,476,900

Additions

End of financial year

2,878,600

Beginning of financial year

Cost

(Audited)

Leasehold
buildings
$

Property, Plant and Equipment

8,175,360

6,215,153

(5,001)

1,244,249

4,975,905

14,390,513

(40,007)

2,854,604

11,575,916

Motor
vehicles
$

800 Super Holdings Limited and Its Subsidiaries


Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010

2,077,649

3,507,045

661,937

2,845,108

5,584,694

161,901

5,422,793

Bins and
containers
$

1,476,311

1,904,299

697,913

1,206,386

3,380,610

1,143,770

2,236,840

Machinery
$

43,405

365

365

43,770

43,770

Boat
$

100,286

402,790

65,255

337,535

503,076

79,781

423,295

Office
equipment
$

40,525

128,873

15,266

113,607

169,398

20,049

149,349

Computers
$

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010

45,492

86,788

(5,943)

31,646

61,085

132,280

(32,416)

63,439

101,257

Furniture
and fittings
$

17,214,147

12,345,694

(10,944)

2,795,610

9,561,028

29,559,841

(72,423)

6,844,214

22,788,050

Total
$

B-27

41,216

2,554

365
2,189

93,759

442,646

402,790
39,856

536,405

503,076
33,329

Office
equipment
$

38,419

137,859

128,873
8,986

176,278

169,398
6,880

Computers
$

84,214

102,101

86,788
15,313

186,315

132,280
54,035

Furniture
and fittings
$

17,092,509

13,787,775

12,345,694
1,442,081

30,880,284

29,559,841
1,320,443

Total
$

Bank borrowings are secured on leasehold buildings of the Group with carrying amounts of $ 5,193,470 (30 June 2010: $5,255,119) (Note 9).

1,484,677

2,224,529

1,904,299
320,230

43,770

43,770

Boat
$

(b)

1,743,142

3,849,752

3,507,045
342,707

3,709,206

3,380,610
328,596

Machinery
$

Including in additions in the combined financial statements are motor vehicles acquired under finance leases amounting to $668,777 (30 June 2010:
$Nil). The carrying amounts of motor vehicles, bins and containers held under finance leases are $5,161,369 (30 June 2010: $4,568,114) and $877,800
(30 June 2010: $1,058,400) respectively at the balances sheet date (Notes 9 and 10).

8,413,612

6,866,304

6,215,153
651,151

5,592,894

5,584,694
8,200

Bins and
containers
$

(a)

5,193,470

162,030

End of financial period

Net Book Value


End of financial period
ended 31 December 2010

100,381
61,649

5,355,500

End of financial period

Accumulated Depreciation
Beginning of financial period,
as at 1 July
Depreciation charge

14,390,513
889,403

5,355,500

(Unaudited)
Cost
Beginning of financial period,
as at 1 July
Additions
15,279,916

Motor
vehicles
$

Leasehold
buildings
$

Property, Plant and Equipment (Contd)

800 Super Holdings Limited and Its Subsidiaries


Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
7

Financial Assets, Available-For-Sale


30 June
2010

31 December
2010

(Audited)

(Unaudited)

Beginning of financial year/period

50,885

65,190

Disposal

(2,601)

Fair value gains recognised in equity (Note 13)

16,906

16,183

End of financial year/period

65,190

81,373

30 June
2010
$
(Audited)

31 December
2010
$
(Unaudited)

65,190

81,373

30 June
2010

31 December
2010

(Audited)

(Unaudited)

Financial assets, available-for-sale are analysed as follows:

Listed securities
equity securities Singapore

Trade and Other Payables

Trade payables:
Related parties

401,454

56,699

3,516,820

3,351,391

3,918,274

3,408,090

Related parties

907,859

Non-related parties

246,637

915,315

Directors

947,015

2,101,511

915,315

2,360,745

2,520,532

8,380,530

6,843,937

Non-related parties

Other payables:

Accrued operating expenses

The non-trade amounts due to related parties and directors are unsecured, interest-free and are
repayable on demand.

B-28

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
9

Borrowings
30 June
2010

31 December
2010

(Audited)

(Unaudited)

Current
Bank loans
Finance lease liabilities (Note 10)

828,441

1,110,941

1,783,439

1,526,109

2,611,880

2,637,050

4,545,185

5,203,117

710,167

924,333

5,255,352

6,127,450

7,867,232

8,764,500

Non-Current
Bank loans
Finance lease liabilities (Note 10)

Total borrowings

The exposure of the borrowings of the Group to interest rate changes and the contractual
repricing dates at the balance sheet dates are as follows:
30 June
2010

31 December
2010

(Audited)

(Unaudited)

6 months or less

1,381,173

1,582,362

6 12 months

1,230,707

1,054,688

1 5 years

3,060,322

4,124,620

Over 5 years

2,195,030

2,002,830

7,867,232

8,764,500

(a)

Security granted
Total banking facilities up to a limit of $15,392,600 (30 June 2010: $13,819,600) are secured
as follows:
(i)

First legal mortgage over the leasehold buildings of the Group;

(ii)

Charge over accounts receivables up to $2,500,000;

(iii)

First fixed charge over The Street Cleaning project proceeds in North-Eastern
Singapore awarded by National Environment Agency;

(iv) Charge over fixed deposits of $600,000 belonging to directors; and


B-29

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
9

Borrowings (Contd)
(a)

Security granted (Contd)


(v)

Joint and several personal guarantees by directors of the Group.

Bank borrowings of the Group are secured over its leasehold buildings at 17A Senoko Way
and 2 Loyang Walk (Note 6). Finance lease liabilities of the Group are effectively secured
over the leased motor vehicles (Note 6), as the legal title is retained by the lessor and will
be transferred to the Group upon full settlement of the finance lease liabilities.
(b)

Fair value of non-current borrowings


At balance sheet date, the fair values of non-current borrowings approximate their carrying
amounts.
The fair values are determined from the cash flow analysis, discounted at annual market
borrowing rate of an equivalent instrument at the balance sheet dates which directors expect
to be available to the Group as follows:

10

30 June
2010

31 December
2010

Bank borrowings

2.22 5.00

2.15 5.00

Finance lease liabilities

2.50 3.13

1.80 2.99

Finance Lease Liabilities


The Group leases motor vehicles, machinery and bins and containers from non-related parties
under finance leases. The lease agreements do not have renewal clauses but provide the Group
with options to purchase the leased assets at nominal values at the end of the lease term.
30 June
2010

31 December
2010

(Audited)

(Unaudited)

1,999,630

1,665,370

749,819

976,278

2,749,449

2,641,648

Minimum lease payments due:


Not later than one year
Between one and five years

Less: Future finance charges

(255,843)

Present value of finance lease liabilities

2,493,606

B-30

(191,206)
2,450,442

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
10

Finance Lease Liabilities (Contd)


The present values of finance lease liabilities are analysed as follows:

Not later than one year (Note 9)


Between one and five years (Note 9)

30 June
2010
$
(Audited)

31 December
2010
$
(Unaudited)

1,783,439

1,526,109

710,167

924,333

2,493,606

2,450,442

The carrying amounts of finance lease liabilities approximate their fair values.
11

Deferred Income Tax


Deferred income tax assets and liabilities are offset when there is a legally enforceable right to
offset current income tax assets against current income tax liabilities and when the deferred
income taxes relate to the same fiscal authority.
30 June
2010

31 December
2010

(Audited)

(Unaudited)

878,524

878,524

30 June
2010
$
(Audited)

31 December
2010
$
(Unaudited)

Beginning of financial year/period

733,312

878,524

Charged to profit or loss

145,212

End of financial year/period

878,524

878,524

Deferred income tax liabilities


Accelerated tax depreciation

Movement in deferred income tax account is as follows:

B-31

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
12

Share Capital
The Company was incorporated on 11 April 2011 in the Republic of Singapore as an investment
holding company with an initial issued and paid-up share capital of $1, comprising 1 ordinary
share, which was issued and allotted to Lee Koh Yong.
For the purpose of the preparation of the combined balance sheets, the share capital as at 30
June 2010 and 31 December 2010 represent the aggregate amounts of the paid-up capital of the
following companies:
Number of
shares issued

Share capital
$

Ordinary shares of no par value, fully paid


800 Super Waste Management Pte Ltd

3,000,000

3,000,000

YS Yong Services Pte Ltd

750,000

750,000

Green Recycling Pte. Ltd.

300,000

300,000

800 Landscape Pte. Ltd.

50,000

50,000

4,100,000

4,100,000

The movements in the share capital are as follows:

As at 1 July 2009
Issuance of shares during
the financial year ended
30 June 2010
As at 30 June 2010 and
31 December 2010

800 Super
Waste
$

YS Yong
Services
$

Green
Recycling
$

800
Landscape
$

3,000,000

750,000

300,000

4,050,000

50,000

50,000

3,000,000

750,000

300,000

50,000

4,100,000

Total
$

Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when
declared by the Company.

B-32

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
13

Fair Value Reserve


30 June
2010

31 December
2010

(Audited)

(Unaudited)

(60,625)

(43,719)

Fair value gains (Note 7)

16,906

16,183

End of financial year/period

(43,719)

(27,536)

Beginning of financial year/period

The fair value reserve is non-distributable.


14

Revenue
Six-month period ended
31 December
2009
2010
$
$
(Unaudited)
(Unaudited)
Service income
Sale of recycled materials

15

32,886,972

36,089,878

1,115,083

1,231,726

34,002,055

37,321,604

Other Income
Six-month period ended
31 December
2009
2010
$
$
(Unaudited)
(Unaudited)
Bad debts recovered

3,809

Dividend income

2,420

3,780

10,706

2,307

173,504

91,504

24,503

75,535

214,942

173,126

Interest income from third parties


Skills development grant
Other income

B-33

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
16

Other Losses
Six-month period ended
31 December
2009
2010
$
$
(Unaudited)
(Unaudited)
Loss on disposal of property, plant and equipment
Loss on disposal of financial assets, available-for-sale

17

21,006

650

21,656

Other Expenses
Six-month period ended
31 December
2009
2010
$
$
(Unaudited)
(Unaudited)
Advertisement

34,547

156,236

Allowance for impairment of trade receivables

11,439

153,890

22,171

177,629

198,553

1,040,506

1,021,886

14,695

83,675

22,500

45,362

61,424

Rental on operating leases

213,581

117,687

Staff training

259,995

19,111

Telephone

48,793

47,124

Transport

104,867

105,662

Utilities

59,821

114,716

Upkeep of leasing building

65,935

185,836

Upkeep of motor vehicles

807,582

1,268,845

Workers accommodation

283,540

298,696

68,954

57,138

454,444

698,463

3,691,690

4,633,613

Bad debts written off


Insurance
Laundry
Legal and professional fee
Listing expenses
Repair and maintenance

Workers welfare
Others
Total other expenses

B-34

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
18

Employee Benefits Expense


Six-month period ended
31 December
2009
2010
$
$
(Unaudited)
(Unaudited)
Salaries, wages, bonus and commission

11,650,369

Government grant Jobs credit scheme

(831,453)

Employers contribution to Central Provident Fund

13,819,552

607,783

742,508

11,426,699

14,562,060

The Jobs credit scheme is a cash grant introduced in the Singapore Budget 2009 to help
businesses preserve jobs in the economic downturn. The amount an employee can receive would
depend on the fulfillment of the conditions as stated in the scheme.
19

Finance Expenses
Six-month period ended
31 December
2009
2010
$
$
(Unaudited)
(Unaudited)
Interest expense
Finance lease liabilities
Bank term loan

20

129,422

123,047

63,879

111,826

193,301

234,873

Income Tax Expense


(a)

Income tax expense


Six-month period ended
31 December
2009
2010
$
$
(Unaudited)
(Unaudited)
Tax expense attributable to profit is made up of:

Current income tax

438,962

B-35

369,000

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
20

Income Tax Expense (Contd)


(a)

Income tax expense (Contd)


The income tax expense on profits differs from the amount that would arise using the
Singapore standard rate of income tax as explained below:
Six-month period ended
31 December
2009
2010
$
$
(Unaudited)
(Unaudited)
Profit before income tax
Tax calculated at tax rate of 17% (2010: 17%)

3,046,991

2,333,367

517,988

396,672

(25,926)

(42,023)

(141,758)

(645)

Effects of:

Singapore statutory stepped income exemption

Income not subject for tax purpose

Expenses not deductible for tax purposes

5,458

10,480

Deferred income tax asset not recognised

55,653

27,547

4,516

438,962

369,000

Others

Deferred income tax assets are recognised for tax losses to the extent that realisation of the
related tax benefits through future taxable profits is probable. The Group has unrecognised
tax losses of $Nil (31 December 2009: $327,371) at the balance sheet date which can be
carried forward and used to offset against future income subject to meeting statutory
requirements. The tax losses have no expiry date.
21

Earnings Per Share


For illustrative purpose, the calculation of the basic earnings per share is based on the net profit
attributable to equity holders of the Company for the financial period ended 31 December 2009
and 2010 and on 145,000,000 ordinary shares in issue as at the date of this report, representing
the pre-invitation share capital.
There were no diluted earnings per share for the financial period ended 31 December 2009 and
2010 as there were no potential ordinary shares outstanding.

B-36

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
22

Related Party Transactions


Parties are considered to be related to the Group if the Group has the ability, directly or indirectly,
to control the party or exercise significant influence over the party in making financial and
operating decisions, or vice versa, or where the Group and the party are subject to common
control or common significant influence. Related parties may be individuals or other entities.
In addition to the information disclosed elsewhere in the financial statements, the following
transactions took place between the Group and the related parties at terms agreed between the
parties:
(a)

Sales and purchases of goods and services


Six-month period ended
31 December
2009

2010

(Unaudited)

(Unaudited)

With related parties


Services income
Sub-contractor charges

117,805

43,142

1,457,098

110,677

Other related parties comprise mainly companies which are controlled or significantly
influenced by the Groups key management personnel and their close family members.
Outstanding balances at 31 December 2010, arising from sale/purchase of goods and
services, are unsecured and receivable/payable within 12 months from balance sheet date
and are disclosed in Notes 4 and 8 respectively.
(b)

Key management personnel compensation


Key management personnel compensation is as follows:
Six-month period ended
31 December

Salaries, wages and bonus


Employers contribution to Central Provident Fund

2009

2010

(Unaudited)

(Unaudited)

227,004

347,706

22,194

23,519

249,198

371,225

Included in the above is the directors remuneration of the Company amounting to $183,132
(2010: $239,196).
B-37

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
23

Segment Information
The Group operates predominantly in only one business segment, which is the environmental
service segment. Accordingly, no segmental information is presented based on business
segment.
No segmental information by geographical location is presented as all the revenue in the
six-month periods ended 31 December 2010 and 2009 was derived in Singapore.

24

Commitments
(a)

Capital commitments
Capital expenditure contracted for at the balance sheet date but not recognised in the
financial statements are as follows:

Property, plant and equipment

(b)

30 June
2010

31 December
2010

(Audited)

(Unaudited)

293,363

293,579

Operating lease commitments


The Group leases office premises from non-related parties under non-cancellable operating
lease agreement. The leases have varying terms, escalation clauses and renewal rights.
The future minimum lease payables under non-cancellable operating leases contracted for
at the balance sheet date but not recognised as liabilities, are as follows:
30 June
2010

31 December
2010

(Audited)

(Unaudited)

Not later than one year

231,262

421,191

Between one and five years

440,737

524,637

3,648,037

3,599,401

4,320,036

4,545,229

More than five years

B-38

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
24

Commitments (Contd)
(b)

Operating lease commitments (Contd)


The Company has two lease agreements with Jurong Town Corporation (JTC), i.e. 17A
Senoko Way and No.2 Loyang Walk for the rental of two pieces of land from JTC for 60 years
commencing on 1 January 1994 and 1 May 1997 respectively. As at 30 June 2010, the
remaining lease period of the 17A Senoko Way lease is 43 years and 6 months and No.2
Loyang Walk lease is 41 years and 8 months. The annual rental for the lease recognised in
profit or loss during the financial period amounted to $50,043 (30 June 2010: $12,898). The
annual rental is subject to annual revision based on the market value at the discretion of the
lessor, but the increase shall not exceed 5.5% of the annual rental for each immediate
preceding year.

25

Financial Risk Management


The Groups activities expose it to market risk (including currency risk, interest risk and price risk),
credit risk, liquidity risk and capital risk. The Groups overall risk management strategy seeks to
minimise adverse effects from the unpredictability of financial markets on the Groups financial
performance. The Board of Directors is responsible for setting the objectives and underlying
principles of financial risk management for the Group.
(a)

Market risk
(i)

Currency risk
Foreign currency risk arises from transactions denominated in currencies other than
the functional currency of the Company. The Groups business operations are not
exposed to significant foreign currency risks as it has no significant transactions
denominated in foreign currencies.

(ii)

Price risk
The Group is exposed to equity securities price risk arising from the investments
classified as available-for-sale. These securities are listed in Singapore. To manage its
price risk arising from investments in equity securities, the Group diversifies its portfolio
in accordance with the limits set by the Group.
If prices for equity securities listed in Singapore had changed by 10% (30 June
2010:10%) with all other variables including tax rate being held constant, the effect on
total comprehensive income and equity will be $5,411 (30 June 2010: $5,411)
higher/lower.

B-39

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
25

Financial Risk Management (Contd)


(a)

Market risk (Contd)


(iii)

Cash flow and fair value interest rate risk


Cash flow interest rate risk is the risk that the future cash flows of a financial instrument
will fluctuate because of changes in market interest rates. Fair value interest rate risk
is the risk that the fair value of a financial instrument will fluctuate due to changes in
market interest rates.
The Groups exposure to cash flow interest rate risks arises mainly from non-current
borrowings at variable rates.
The Groups borrowings at variable rates are denominated in SGD. If the SGD interest
rates increase/decrease by 0.5% (30 June 2010: 0.5%) with all other variables
including tax rate being held constant, the profit after tax will be lower/higher by
$31,570 (30 June 2010: $26,868) as a result of higher/lower interest expense on these
borrowings.

(b)

Credit risk
Credit risk refers to the risk that a counterparty will default as its contractual obligations
resulting in financial loss to the Group. The major classes of financial assets of the Group
are cash and bank balances, trade and other receivables and financial assets, availablefor-sale. For trade receivables, the Group adopts the policy of dealing only with customers
of appropriate credit history. For other financial assets, the Group adopts the policy of
dealing only with high credit quality counterparties.
As at balance sheet date, the Group has no significant concentration of credit risk.
As the Group does not hold any collateral, the maximum exposure to credit for each class
of financial instruments is the carrying amount of that class of financial instruments
presented on the balance sheet.

B-40

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
25

Financial Risk Management (Contd)


(b)

Credit risk (Contd)


The credit risk for trade receivables based on the information provided to key management
is as follows:
30 June
2010

31 December
2010

(Audited)

(Unaudited)

By types of customers
Related parties
Non-related parties

(i)

8,025

862

13,942,764

13,932,952

13,950,789

13,933,814

Financial assets that are neither past due nor impaired


Cash and bank balances that are neither past due nor impaired are mainly current
account balances with banks with high credit-ratings assigned by international
credit-rating agencies. Trade receivables that are neither past due nor impaired are
substantially companies with a good collection track record with the Group.

(ii)

Financial assets that are past due and/or impaired


There is no other class of financial assets that is past due and/or impaired except for
trade receivables.
The age analysis of trade receivables past due but not impaired is as follows:

Past due up to 3 months

30 June
2010

31 December
2010

(Audited)

(Unaudited)

1,447,895

1,763,647

Past due 3 to 6 months

388,720

280,620

Past due over 6 months

128,504

115,147

1,965,119

2,159,414

B-41

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
25

Financial Risk Management (Contd)


(b)

Credit risk (Contd)


(ii)

Financial assets that are past due and/or impaired (Contd)


The carrying amount of trade receivables individually determined to be impaired and
the movements in the related allowance for impairment are as follows:

Gross amount
Less: Allowance for impairment (Note 4)

30 June
2010

31 December
2010

(Audited)

(Unaudited)

11,439

165,329

(11,439)

(165,329)

Beginning of financial year/period

(c)

11,439

Allowance made

11,439

153,890

End of financial year/period

11,439

165,329

Liquidity risk
The Group manages the liquidity risk by maintaining sufficient cash and cash equivalents
and marketable securities to enable them to meet their normal operating commitments. The
Group also has adequate amount of committed credit facilities which can be utilised as
necessary.
The table below analyses the Groups financial liabilities into relevant maturity groupings
based on the remaining period from the balance sheet date to the contractual maturity date.
The amounts disclosed in the table are the contractual undiscounted cash flows.

B-42

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
25

Financial Risk Management (Contd)


(c)

Liquidity risk (Contd)


Less than
1 year
$

Between 1
and 5 years
$

Over 5 years
$

At 31 December 2010
Trade and other payables

6,843,938

Borrowings

2,637,050

4,176,565

2,002,830

9,480,988

4,176,565

2,002,830

Trade and other payables

8,380,530

Borrowings

2,611,880

3,099,974

2,195,030

10,992,410

3,099,974

2,195,030

At 30 June 2010

(d)

Capital risk
The Groups objectives when managing capital are to safeguard the Groups ability to
continue to operate as a going concern entity and to maintain an optimal capital structure so
as to maximise shareholder value. In order to maintain or achieve an optimal capital
structure, the Group may return capital to shareholders or obtain new borrowings.
Management monitors capital based on a gearing ratio. The Groups strategies, which were
unchanged from 2008, are to maintain a gearing ratio not exceeding 100%.
The gearing ratio is calculated as net debt divided by total capital. Net debt is calculated as
borrowings plus trade and other payables less cash and bank balances. Total capital is
calculated as equity plus net debt.
30 June
2010

31 December
2010

(Audited)

(Unaudited)

Net debt

13,550,147

11,368,658

Total equity

17,148,200

19,128,749

Total capital

30,698,347

30,497,407

44%

37%

Gearing ratio

B-43

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
25

Financial Risk Management (Contd)


(d)

Capital risk (Contd)


The Group are in compliance with all externally imposed capital requirements for the
financial year/period ended 30 June 2010 and 31 December 2010.

(e)

Fair value measurement


The fair value of financial instruments traded in active markets (available-for-sale equity
securities) is based on quoted market prices at the balance sheet dates. The quoted market
price used for financial assets held by the Group is the current bid price. These instruments
are included in Level 1.
The following table presents the assets and liabilities measured at fair value:
Level 1

Level 2

Level 3

Total

At 30 June 2010

65,190

65,190

At 31 December 2010

81,373

81,373

Financial assets, available-for-sale

The fair values of financial assets and liabilities approximate their carrying amounts.
26

Events Occurring After Balance Sheet Date


(a)

Dividends
On 15 April 2011, the subsidiaries of the Company, 800 Super Waste Management Pte Ltd
and YS Yong Services Pte Ltd paid a final tax exempt (1-tier) dividend in respect of the
financial year ended 30 June 2010 of $0.33 and $1.33 per share to shareholders totalling
$1,000,000 respectively.

(b)

Share capital
At an Extraordinary General Meeting held on 10 June 2011, the shareholders of the
Company approved the sub-division of each ordinary share in the issued and paid-up capital
of the Company into 29 shares.

B-44

APPENDIX B INDEPENDENT AUDITORS REVIEW REPORT ON


THE UNAUDITED COMBINED FINANCIAL STATEMENTS OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Notes to the Unaudited Combined Financial Statements
For the six-month period ended 31 December 2010
27

New or Revised Accounting Standards and Interpretations


Below are the mandatory standards, amendments and interpretations to existing standards that
have been published, and are relevant for the Groups accounting periods beginning on or after
1 January 2011 or later periods and which the Group has not early adopted:

Amendments to FRS 24 Related party disclosures (effective for annual periods beginning
on or after 1 January 2011)

Amendments to FRS 32 Financial Instruments: Presentation Classification of rights


issues (effective for annual periods beginning on or after 1 February 2010)

Amendments to INT FRS 114 Prepayments of a minimum funding requirement (effective


for annual periods commencing on or after 1 January 2011)

INT FRS 119 Extinguishing financial liabilities with equity instruments (effective for annual
periods commencing on or after 1 July 2010)

The management anticipates that the adoption of the above FRSs, INT FRSs and amendments
to FRS in the future periods will not have a material impact on the financial statements of the
Group and of the Company in the period of their initial adoption.
28

Authorisation of Financial Statements for Issue


The unaudited combined financial statements of 800 Super Holdings Limited and its subsidiaries
for the financial periods ended 31 December 2009 and 2010 were authorised for issue in
accordance with a resolution of the Board of Directors on 6 July 2011.

B-45

APPENDIX C INDEPENDENT AUDITORS REPORT ON THE


UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
Independent Auditors Report on the Unaudited Pro Forma Combined Financial Information of
800 Super Holdings Limited for the financial year ended 30 June 2010
6 July 2011
The Board of Directors
800 Super Holdings Limited
No. 17A Senoko Way
Singapore 758056
Dear Sirs
This report has been prepared for inclusion in the Offer Document of 800 Super Holdings Limited (the
Company) dated 6 July 2011 in connection with the initial public offering (IPO) of the ordinary shares
of the Company on the Singapore Exchange Securities Trading Limited.
We report on the unaudited pro forma combined financial information of the Company and its
subsidiaries (collectively, the Group) for the financial year ended 30 June 2010 set out on pages C-3
to C-8, which has been prepared, for illustrative purposes only and based on certain assumptions after
making an adjustment to show what:
(i)

the balance sheet of the Group as at 30 June 2010 would have been if the significant event had
occurred at the end of the financial year; and

(ii)

the financial results and cash flows of the Group for the financial year ended 30 June 2010 would
have been if the significant event had occurred for the financial year then ended.

The unaudited pro forma combined financial information for the financial year ended 30 June 2010 has
been prepared for illustrative purposes only and, because of their nature, may not give a true and fair
view of the Groups actual financial position, results or cash flows.
The unaudited pro forma combined financial information is the responsibility of the directors of the
Company. Our responsibility is to express an opinion on the unaudited pro forma combined financial
information based on our work performed.
We conducted our procedures in accordance with Singapore Statements of Auditing Practice 24:
Auditors and Public Offering Documents. Our work which involved no independent examination of the
unaudited pro forma combined financial information, consisted primarily of comparing the pro forma
combined financial information to the audited combined financial statements of the Group for the
financial year ended 30 June 2010, considering the evidence supporting the adjustment and discussing
the unaudited pro forma combined financial information with the directors of the Company.

C-1

APPENDIX C INDEPENDENT AUDITORS REPORT ON THE


UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
In our opinion,
(a)

(b)

the unaudited pro forma combined financial information for the financial year ended 30 June 2010
has been properly prepared:
(i)

from the audited combined financial statements of the Group (or where information is not
available in the financial statements, from accounting records of the Group), which were
prepared in accordance with the Singapore Financial Reporting Standards;

(ii)

in a manner consistent with the accounting policies of the Group;

(iii)

on the basis stated in Explanatory Note 3 of the unaudited pro forma financial information;
and

the material adjustment made to the information used in the preparation of the unaudited pro
forma combined financial information is appropriate for the purpose of preparing such unaudited
pro forma combined financial information.

Nexia TS Public Accounting Corporation


Public Accountants and Certified Public Accountants
Singapore
Director-in-charge: Loh Ji Kin
(Appointed for the financial year ended 30 June 2010)

C-2

APPENDIX C INDEPENDENT AUDITORS REPORT ON THE


UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
800 Super Holdings Limited and Its Subsidiaries
Unaudited Pro Forma Combined Balance Sheet
As at 30 June 2010
Audited
Combined
Balance Sheet
As at
30 June 2010

Unaudited
Pro Forma
Adjustments
(see Explanatory
Note)

Unaudited
Combined
Balance Sheet
As at
30 June 2010

2,697,615

(2,000,000)

ASSETS
Current Assets
Cash and bank balances
Trade and other receivables

697,615

13,945,829

13,945,829

1,333,290

1,333,290

17,976,734

15,976,734

17,214,147

17,214,147

65,190

65,190

17,279,337

17,279,337

35,256,071

33,256,071

Trade and other payables

8,380,530

8,380,530

Borrowings

2,611,880

2,611,880

981,585

981,585

11,973,995

11,973,995

5,255,352

5,255,352

878,524

878,524

6,133,876

6,133,876

Total Liabilities

18,107,871

18,107,871

NET ASSETS

17,148,200

15,148,200

4,100,000

4,100,000

Other current assets

Non-Current Assets
Property, plant and equipment
Financial assets, available-for-sale

Total Assets
LIABILITIES
Current Liabilities

Current income tax liabilities

Non-Current Liabilities
Borrowings
Deferred income tax liabilities

EQUITY
Share capital
Fair value reserve

(43,719)

Retained profits

13,091,919

Total Equity

17,148,200

(43,719)
(2,000,000)

11,091,919
15,148,200

The accompanying notes form an integral part of these financial information.


C-3

APPENDIX C INDEPENDENT AUDITORS REPORT ON THE


UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
800 Super Holdings Limited and Its Subsidiaries
Unaudited Pro Forma Combined Statement of Comprehensive Income
for the financial year ended 30 June 2010
Audited
Combined
Statement of
Comprehensive
Income for
the financial
year ended
30 June 2010
$
Revenue

Unaudited
Pro Forma
Adjustments
(see Explanatory
Note)
$

Unaudited
Combined
Statement of
Comprehensive
Income for
the financial
year ended
30 June 2010
$

69,580,324

69,580,324

Other income

415,585

415,585

Other losses

(21,656)

(21,656)

(22,928,402)

(22,928,402)

Sub-contractor charges

(5,697,972)

(5,697,972)

Depreciation of property, plant and equipment

(2,795,610)

(2,795,610)

Other expenses

(7,127,971)

(7,127,971)

(25,048,608)

(25,048,608)

(400,774)

(400,774)

Purchases of supplies and disposal charge

Employee benefits expense


Finance expenses
Profit before income tax

Income tax expense


Net profit

5,974,916

(769,012)

5,974,916

(769,012)

5,205,904

5,205,904

Fair value gains

16,906

16,906

Other comprehensive income

16,906

16,906

5,222,810

5,222,810

Other comprehensive income:


Financial assets, available-for-sale

Total comprehensive income

The accompanying notes form an integral part of these financial information.


C-4

APPENDIX C INDEPENDENT AUDITORS REPORT ON THE


UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
800 Super Holdings Limited and Its Subsidiaries
Unaudited Pro Forma Combined Statement of Cash Flows
for the financial year ended 30 June 2010
Audited
Combined
Statement of
Cash Flows for
the financial
year ended
30 June 2010
$

Unaudited
Pro Forma
Adjustments
(see Explanatory
Note)
$

Unaudited
Combined
Statement of
Cash Flows
for the
financial year
30 June 2010
$

Cash flows from operating activities


Net profit

5,205,904

5,205,904

769,012

769,012

2,795,610

2,795,610

650

650

Loss on disposal of property, plant and


equipment

21,006

21,006

Property, plant and equipment written off

26,473

26,473

Dividend income

(2,478)

(2,478)

Interest income

(13,057)

(13,057)

Interest expense

400,774

400,774

9,203,894

9,203,894

(3,993,995)

(3,993,995)

Adjustments for:
Income tax expense
Depreciation of property, plant and equipment
Loss on disposal of financial assets, availablefor-sale

Changes in working capital


Trade and other receivables
Other current assets

491,073

491,073

Trade and other payables

624,331

624,331

6,325,303

6,325,303

13,057

13,057

(400,774)

(400,774)

(80,591)

(80,591)

Cash generated from operations


Interest received
Interest paid
Income tax paid
Net cash provided by operating activities

5,856,995

C-5

5,856,995

APPENDIX C INDEPENDENT AUDITORS REPORT ON THE


UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
800 Super Holdings Limited and Its Subsidiaries
Unaudited Pro Forma Combined Statement of Cash Flows
for the financial year ended 30 June 2010
Audited
Combined
Statement of
Cash Flows for
the financial
year ended
30 June 2010
$

Unaudited
Pro Forma
Adjustments
(see Explanatory
Note)
$

Unaudited
Combined
Statement of
Cash Flows
for the
financial year
30 June 2010
$

Cash flows from investing activities


Additions of property, plant and equipment

(6,844,214)

(6,844,214)

Proceeds from of property, plant and equipment

14,000

14,000

Proceeds from of investment in financial assets,


available-for-sale

1,951

1,951

Dividend received

2,478

2,478

Net cash used in investing activities

(6,825,785)

(6,825,785)

Cash flows from financing activities


Issuance of shares

50,000

50,000

Repayments of finance lease liabilities

(1,961,221)

(1,961,221)

Repayment of borrowings

(3,760,826)

(3,760,826)

6,958,000

6,958,000

Proceeds of borrowings
Dividend paid
Net cash provided by/(used in) financing
activities
Net increase/(decrease) in cash and bank
balances

(2,000,000)

(2,000,000)

1,285,953

(714,047)

317,163

(1,682,837)

Beginning of financial year

2,380,452

2,380,452

End of financial year

2,697,615

697,615

The accompanying notes form an integral part of these financial information.


C-6

APPENDIX C INDEPENDENT AUDITORS REPORT ON THE


UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
These notes form an integral part of and should be read in conjunction with the unaudited pro forma
combined financial information.
1

General Information
The unaudited pro forma combined financial information, which comprises the unaudited pro
forma combined balance sheet, statement of comprehensive income and statement of cash flows,
has been prepared for illustrative purposes only to show what would be the financial position of
the Group as at 30 June 2010 and what the financial results and cash flows for the financial year
ended 30 June 2010 would have been based on certain assumptions and after making an
adjustment as stated in Note 3 below. Save as disclosed in Notes 2 and 3 below, the directors of
the Company, for the purposes of preparing this set of unaudited pro forma combined financial
information, have not considered the effects of other events.
The unaudited pro forma combined financial information for the financial year ended 30 June 2010
has been prepared for inclusion in the Offer Document in connection with the initial public offering
(IPO) of the ordinary shares of 800 Super Holdings Limited and should be read in conjunction
with the audited combined financial statements of the Group for the financial years ended 30 June
2008, 2009 and 2010 (Appendix A). The unaudited pro forma combined financial information,
because of their nature, may not give a true and fair view of the Groups actual balance sheets,
results and cash flows.

Significant Event
Save for the significant event in Note 3 below, the directors of the Company, as at the date of this
report, are not aware of any significant changes made to the capital structure of the Company
subsequent to 30 June 2010.

Basis of Preparation of the Unaudited Pro Forma Combined Financial Information


The unaudited pro forma combined financial information has been prepared based on the audited
combined financial statements of the Group for the financial year ended 30 June 2010 (Appendix
A), prepared in accordance with Singapore Financial Reporting Standards by the Company and
audited by Nexia TS Public Accounting Corporation, in accordance with Singapore Standards on
Auditing. The independent auditors report on the combined financial statement was unqualified.
The unaudited pro forma combined financial information is presented in Singapore Dollar. The
Group has applied the same accounting policies and the methods of computation in the unaudited
pro forma combined financial information of the Group as those of the most recently audited
combined financial statements of the Group for the financial year ended 30 June 2010.

C-7

APPENDIX C INDEPENDENT AUDITORS REPORT ON THE


UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
800 SUPER HOLDINGS LIMITED
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
3

Basis of Preparation of the Unaudited Pro Forma Combined Financial Information (Contd)
The unaudited pro forma combined financial information for the financial year ended 30 June 2010
has been prepared for illustrative purposes only. These are prepared based on certain
assumptions and after making an adjustment to show what:
(i)

the balance sheet of the Group as at 30 June 2010 would have been if the significant event
had occurred at the end of the financial year; and

(ii)

the financial results and cash flows of the Group for the financial year ended 30 June 2010
would have been if the significant event had occurred since the beginning of the financial
year.

Based on the assumptions as discussed above, the following material adjustment have been
made to the combined financial statements of the Group in arriving at the unaudited pro forma
combined financial information included herein:
Cash dividends declared of $2,000,000
The subsidiaries of the Company, 800 Super Waste Management Pte Ltd and YS Yong Services
Pte Ltd paid a final tax exempt (1-tier) dividend in respect of the financial year ended 30 June 2010
of $0.33 and $1.33 per share to shareholders totalling $1,000,000 respectively.
Pro forma adjustment has been made as follows:
(i)

Recognition of interim dividend paid of $2,000,000 as an appropriation of retained profits;


and

(ii)

Payment of dividend in full, by cash.

C-8

APPENDIX D INDEPENDENT AUDITORS REPORT ON THE


UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
Independent Auditors Report on the Unaudited Pro Forma Combined Financial Information of
800 Super Holdings Limited for the six-month period ended 31 December 2010
6 July 2011
The Board of Directors
800 Super Holdings Limited
No. 17A Senoko Way
Singapore 758056
Dear Sirs
This report has been prepared for inclusion in the Offer Document of 800 Super Holdings Limited (the
Company) dated 6 July 2011 in connection with the initial public offering (IPO) of the ordinary shares
of the Company on the Singapore Exchange Securities Trading Limited.
We report on the unaudited pro forma combined financial information of the Company and its
subsidiaries (collectively, the Group) for the financial period ended 31 December 2010 set out on
pages D-3 to D-7, which has been prepared, for illustrative purposes only and based on certain
assumptions after making an adjustment to show what:
(i)

the balance sheet of the Group as at 31 December 2010 would have been if the significant event
had occurred at the end of the financial period; and

(ii)

the financial results and cash flows of the Group for the financial period ended 31 December 2010
would have been if the significant event had occurred for the financial period then ended.

The unaudited pro forma combined financial information for the financial period ended 31 December
2010 has been prepared for illustrative purposes only and, because of their nature, may not give a true
and fair view of the Groups actual financial position, results or cash flows.
The unaudited pro forma combined financial information is the responsibility of the directors of the
Company. Our responsibility is to express an opinion on the unaudited pro forma combined financial
information based on our work performed.
We conducted our procedures in accordance with Singapore Statements of Auditing Practice 24:
Auditors and Public Offering Documents. Our work which involved no independent examination of the
unaudited pro forma combined financial information, consisted primarily of comparing the pro forma
combined financial information to the audited combined financial statements of the Group for the
financial period ended 31 December 2010, considering the evidence supporting the adjustment and
discussing the unaudited pro forma combined financial information with the directors of the Company.

D-1

APPENDIX D INDEPENDENT AUDITORS REPORT ON THE


UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
In our opinion,
(a)

(b)

the unaudited pro forma combined financial information for the financial period ended
31 December 2010 has been properly prepared:
(i)

from the audited combined financial statements of the Group (or where information is not
available in the financial statements, from accounting records of the Group), which were
prepared in accordance with the Singapore Financial Reporting Standards;

(ii)

in a manner consistent with the accounting policies of the Group;

(iii)

on the basis stated in Explanatory Note 3 of the unaudited pro forma financial information;
and

the material adjustment made to the information used in the preparation of the unaudited
pro forma combined financial information is appropriate for the purpose of preparing such
unaudited pro forma combined financial information.

Nexia TS Public Accounting Corporation


Public Accountants and Certified Public Accountants
Singapore
Director-in-charge: Loh Ji Kin
(Appointed for the financial year ended 30 June 2010)

D-2

APPENDIX D INDEPENDENT AUDITORS REPORT ON THE


UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Unaudited Pro Forma Combined Balance Sheet
As at 31 December 2010
Unaudited
Combined
Balance Sheet
As at
31 December
2010
$
ASSETS
Current Assets
Cash and bank balances
Trade and other receivables
Other current assets

4,239,780
13,773,964
1,068,601

Unaudited
Pro Forma
Adjustments
(see Explanatory
Note)
$

(2,000,000)

Unaudited
Combined
Balance Sheet
As at
31 December
2010
$

2,239,780
13,773,964
1,068,601

19,082,345

17,082,345

17,092,509
81,373

17,092,509
81,373

17,173,882

17,173,882

36,256,227

34,256,227

6,843,937
2,637,050
640,516

6,843,937
2,637,050
640,516

10,121,503

10,121,503

6,127,450
878,524

6,127,450
878,524

7,005,974

7,005,974

Total Liabilities

17,127,477

17,127,477

NET ASSETS

19,128,750

17,128,750

EQUITY
Share capital
Fair value reserve
Retained profits

4,100,000
(27,536)
15,056,286

4,100,000
(27,536)
13,056,286

Total Equity

19,128,750

Non-Current Assets
Property, plant and equipment
Financial assets, available-for-sale

Total Assets
LIABILITIES
Current Liabilities
Trade and other payables
Borrowings
Current income tax liabilities

Non-Current Liabilities
Borrowings
Deferred income tax liabilities

(2,000,000)

17,128,750

The accompanying notes form an integral part of these financial information.


D-3

APPENDIX D INDEPENDENT AUDITORS REPORT ON THE


UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Unaudited Pro Forma Combined Statement of Comprehensive Income
for the financial period ended 31 December 2010
Unaudited
Combined
Statement of
Comprehensive
Income for the
financial period
ended
31 December
2010
$
Revenue
Other income
Purchases of supplies and disposal charge
Sub-contractor charges
Depreciation of property, plant and equipment
Other expenses
Employee benefits expense
Finance expenses

Unaudited
Pro Forma
Adjustments
(see Explanatory
Note)
$

Unaudited
Combined
Statement of
Comprehensive
Income for the
financial period
ended 31
December 2010
$

37,321,604

37,321,604

173,126

173,126

(12,346,185)
(1,942,551)
(1,442,081)
(4,633,613)
(14,562,060)
(234,873)

(12,346,185)
(1,942,551)
(1,442,081)
(4,633,613)
(14,562,060)
(234,873)

Profit before income tax


Income tax expense

2,333,367
(369,000)

2,333,367
(369,000)

Net profit

1,964,367

1,964,367

Other comprehensive income:


Financial assets, available-for-sale
Fair value gains

16,183

16,183

Other comprehensive income

16,183

16,183

1,980,550

1,980,550

Total comprehensive income

The accompanying notes form an integral part of these financial information.


D-4

APPENDIX D INDEPENDENT AUDITORS REPORT ON THE


UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
800 Super Holdings Limited and Its Subsidiaries
Unaudited Pro Forma Combined Statement of Cash Flows
for the financial period ended 31 December 2010
Unaudited
Combined
Statement of
Cash Flows for
the financial
period ended
31 December
2010
$
Cash flows from operating activities
Net profit
Adjustments for:
Income tax expense
Depreciation of property, plant and equipment
Dividend income
Interest income
Interest expense

Unaudited
Pro Forma
Adjustments
(see Explanatory
Note)
$

Unaudited
Combined
Statement of
Cash Flows for
the financial
period
ended 31
December 2010
$

1,964,367

1,964,367

369,000
1,442,081
(3,780)
(2,307)
234,873

369,000
1,442,081
(3,780)
(2,307)
234,873

4,004,234

4,004,234

Changes in working capital


Trade and other receivables
Other current assets
Trade and other payables

171,857
264,690
(1,536,594)

171,857
264,690
(1,536,594)

Cash generated from operations


Interest received
Interest paid
Income tax paid

2,904,187
2,307
(234,873)
(710,069)

2,904,187
2,307
(234,873)
(710,069)

Net cash provided by operating activities

1,961,552

1,961,552

Cash flows from investing activities


Additions of property, plant and equipment
Dividend received

(985,996)
3,780

(985,996)
3,780

Net cash used in investing activities

(982,216)

(982,216)

Cash flows from financing activities


Repayments of finance lease liabilities
Repayment of borrowings
Proceeds of borrowings
Dividend paid

(711,934)
(559,568)
1,834,331

(711,934)
(559,568)
1,834,331
(2,000,000)

Net cash provided by/(used in) financing


activities

(2,000,000)

562,829

(1,437,171)

Net increase/(decrease) in cash and bank


balances
Beginning of financial period

1,542,165
2,697,615

(457,835)
2,697,615

End of financial period

4,239,780

2,239,780

The accompanying notes form an integral part of these financial information.


D-5

APPENDIX D INDEPENDENT AUDITORS REPORT ON THE


UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
These notes form an integral part of and should be read in conjunction with the unaudited pro forma
combined financial information.
1

General Information
The unaudited pro forma combined financial information, which comprises the unaudited
pro forma combined balance sheet, statement of comprehensive income and statement of cash
flows, has been prepared for illustrative purposes only to show what would be the financial
position of the Group as at 31 December 2010 and what the financial results and cash flows for
the financial period ended 31 December 2010 would have been based on certain assumptions
and after making an adjustment as stated in Note 3 below. Save as disclosed in Notes 2 and 3
below, the directors of the Company, for the purposes of preparing this set of unaudited pro forma
combined financial information, have not considered the effects of other events.
The unaudited pro forma combined financial information for the financial period ended
31 December 2010 has been prepared for inclusion in the Offer Document in connection with the
initial public offering (IPO) of the ordinary shares of 800 Super Holdings Limited and should be
read in conjunction with the unaudited combined financial statements of the Group for the
six-month period ended 31 December 2010 (Appendix B). The unaudited pro forma combined
financial information, because of their nature, may not give a true and fair view of the Groups
actual balance sheets, results and cash flows.

Significant Event
Save for the significant event in Note 3 below, the directors of the Company, as at the date of this
report, are not aware of any significant changes made to the capital structure of the Company
subsequent to 31 December 2010.

Basis of Preparation of the Unaudited Pro Forma Combined Financial Information


The unaudited pro forma combined financial information has been prepared based on the
unaudited combined financial statements of the Group for the six-month period ended
31 December 2010 (Appendix B), prepared in accordance with Singapore Financial Reporting
Standards by the Company and reviewed by Nexia TS Public Accounting Corporation, in
accordance with Singapore Standards on Review Engagements 2410, Review of Interim
Financial Information Performed by the Independent Auditor of the Entity. The independent
auditors report on the combined financial statement was unqualified.
The unaudited pro forma combined financial information is presented in Singapore Dollar. The
Group has applied the same accounting policies and the methods of computation in the unaudited
pro forma combined financial information of the Group as those of the most recently audited
combined financial statements of the Group for the financial year ended 30 June 2010.

D-6

APPENDIX D INDEPENDENT AUDITORS REPORT ON THE


UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF
800 SUPER HOLDINGS LIMITED
FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2010
3

Basis of Preparation of the Unaudited Pro Forma Combined Financial Information (Contd)
The unaudited pro forma combined financial information for the financial period ended
31 December 2010 has been prepared for illustrative purposes only. These are prepared based
on certain assumptions and after making an adjustment to show what:
(i)

the balance sheet of the Group as at 31 December 2010 would have been if the significant
event had occurred at the end of the financial period; and

(ii)

the financial results and cash flows of the Group for the financial period ended 31 December
2010 would have been if the significant event had occurred since the beginning of the
financial period.

Based on the assumptions as discussed above, the following material adjustment have been
made to the unaudited combined financial statements of the Group in arriving at the unaudited
pro forma combined financial information included herein:
Cash dividends declared of $2,000,000
The subsidiaries of the Company, 800 Super Waste Management Pte Ltd and YS Yong Services
Pte Ltd paid a final tax exempt (1-tier) dividend in respect of the financial year ended 30 June 2010
of $0.33 and $1.33 per share to shareholders totalling $1,000,000 respectively.
Pro forma adjustment has been made as follows:
(i)

Recognition of interim dividend paid of $2,000,000 as an appropriation of retained profits;


and

(ii)

Payment of dividend in full, by cash.

D-7

APPENDIX E SUMMARY OF OUR ARTICLES OF ASSOCIATION


1.

Directors
(a)

Ability of interested directors to vote


A Director shall not vote in respect of any contract or proposed contract or arrangement with
the Company in which he has any personal material interest directly or indirectly, and he
shall not be counted in the quorum present at the meeting save that where the matter relates
to his appointment to any office or place of profit under the Company or the terms of such
appointment, he may be counted in the quorum but shall not vote.

(b)

Remuneration
The remuneration of a non-executive Director shall be a fixed sum (not being a commission
on or percentage of profits or turnover of the Company). Fees payable to the Directors shall
not be increased except at a general meeting convened by a notice specifying the intention
to propose such increase.
Any Director who holds any executive office, or who serves on any committee of the
Directors, or who performs services outside the ordinary duties of a Director may be paid
such sum, as the Directors may think fit for expenses and also such remuneration as the
Directors shall determine, either in addition to or in substitution for any other remuneration
he may be entitled to receive.
The remuneration of a Managing Director (or person holding equivalent position) shall be
fixed by the Directors, subject to the provisions of any contract between the Managing
Director (or a person holding an equivalent position) and the Company, and may be by way
of fixed salary, commission or participation in profits (but not turnover) of the Company or by
any or all of these modes. Subject to the provisions of the Statutes, 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 of fund to pay premiums.

(c)

Borrowing
The Directors may exercise all the powers of the Company to raise or borrow or secure the
payment of any sum or sums of moneys for the purposes of the Company. There are no
specific provisions under our Articles of Association for the variation of such powers.

(d)

Retirement Age Limit


There is no retirement age limit for Directors under our Articles of Association. Section 153
(1) of the Singapore Companies Act however, provides that no person of or over the age of
70 years shall be appointed a director of a public company or of a subsidiary of a public
company, unless he is appointed or re-appointed as a director of the Company or authorised
to continue in office as a director of the Company by way of an ordinary resolution passed
at an annual general meeting of the Company.

(e)

Shareholding Qualification
There is no shareholding qualification for Directors in the Memorandum and Articles of
Association of the Company.
E-1

APPENDIX E SUMMARY OF OUR ARTICLES OF ASSOCIATION


2.

Share rights and restrictions


Our Company has one class of shares, namely, ordinary shares, which have identical rights in all
respects and rank equally with one another.
Only persons who are registered in our register of shareholders and in cases in which the person
so registered is the CDP, the persons named as the depositors in the depository register
maintained by the CDP for the Shares, are recognized as our Shareholders.
(a)

Dividends and distribution


We may, by ordinary resolution of our Shareholders, declare dividends at a general meeting,
but we may not pay dividends in excess of the amount recommended by our Board of
Directors. We must pay all dividends out of our profits.
The profits of the Company shall be divisible among our Shareholders in proportion to the
number of shares held by them respectively. Unless otherwise directed, dividends are paid
by cheque, dividend warrant or post office order, sent through the post to each Shareholder
at his registered address. The payment by us to the CDP of any dividend payable to a
Shareholder whose name is entered in the depository register shall, to the extent of payment
made to the CDP, discharge us from any liability to that Shareholder in respect of that
payment.
The CDP will hold all dividends unclaimed for six years after having been declared and paid
before release to the Directors, and the Directors may invest or otherwise make use of the
unclaimed dividends for the benefit of the Company. Any dividend unclaimed after a period
of six (6) years from the date they are first payable may be forfeited and the relevant
Shareholder shall not have any right or claim in respect of such dividends or moneys against
the Company.
The Directors may retain any dividends on which our Company has a lien, and may apply
the same in or towards satisfaction of the debts, liabilities or engagements in respect of
which the lien exists.

(b)

Voting rights
Shareholders may exercise their voting rights in person or by proxy. Proxies need not be a
Shareholder. A person who holds Shares through the SGX-ST book-entry settlement system
will only be entitled to vote at a general meeting as a Shareholder if his name appears on
the depository register maintained by the CDP 48 hours before the general meeting.
Except as otherwise provided in our Articles of Association, two or more Shareholders must
be present in person, or by proxy, to constitute a quorum at any general meeting. Under our
Articles of Association, on a show of hands, every Shareholder present in person and by
proxy shall have one vote, and on a poll, every Shareholder present in person or by proxy
shall have one vote for each Share which he holds or represents. A poll may be demanded
in certain circumstances, including by the Chairman of the meeting or by any Shareholder
present in person or by proxy and representing not less than 10.0% of the total voting rights
of all Shareholders having the right to attend and vote at the meeting or 10.0% of the total
number of paid-up shares in the Company (excluding treasury shares), or by not less than
two Shareholders present in person or by proxy and entitled to vote. In the case of a tie vote,
whether on a show of hands or poll, the Chairman of the meeting shall be entitled to a
casting vote.
E-2

APPENDIX E SUMMARY OF OUR ARTICLES OF ASSOCIATION


3.

Change in capital
Changes in the capital structure of our Company (for example, a consolidation, sub-division or
conversion of our share capital) require Shareholders to pass an ordinary resolution. Ordinary
resolutions generally require at least 14 days notice in writing. The notice shall be published in at
least one English Language daily newspaper circulating in Singapore at least 14 clear days before
the meeting. We may reduce our share capital in any manner and with and subject to any
requirement, authorization and consent required by law.

4.

Modification of rights of existing shares or classes of shares


Subject to the Companies Act, whenever the share capital of our Company is divided into different
classes of shares, the special rights attached to any class may be modified, affected, altered or
abrogated either with the consent in writing of the holders of three-quarters of the issued shares
of the class or with the sanction of a special resolution passed at a separate general meeting of
the holders of the shares of the class. The necessary quorum for such meetings shall be two
persons at least present and holding or representing by proxy at least one-third of the issued
shares of the class, and that any holder of shares of the class present in person or by proxy, shall
on a poll have one vote for every share of the class held by him.

5.

Limitations on foreign or non-resident shareholders


There are no limitations imposed by Singapore law or by our Articles of Association on the rights
of our Shareholders who are regarded as non-residents of Singapore, to hold or exercise voting
rights on their shares.

E-3

APPENDIX F DESCRIPTION OF OUR SHARES


The discussion below provides information about our share capital, the main provisions of our Articles
of Association and the laws of Singapore relating to our shares. This description is only a summary and
is qualified by reference to Singapore law and our Articles of Association.
ORDINARY SHARES
We have only one class of shares, namely, our ordinary shares, which have identical rights in all
respects and rank equally with one another. Our Articles of Association provide that we may issue
shares of a different class with preferential, deferred, qualified or other special rights, privileges or
conditions as our Company may determine and may issue preference shares which are, or at our option
are, subject to redemption, subject to certain limitations.
All of our ordinary shares are in registered form. We may, subject to the provisions of the Act and the
rules of the SGX-ST, purchase our own ordinary shares. However, we may not, except in circumstances
permitted by the Act, grant any financial assistance for the acquisition or proposed acquisition of our
own ordinary shares.
NEW SHARES
New Shares may only be issued with the prior approval of our Shareholders in a general meeting. The
aggregate number of Shares (including Shares to be issued in pursuance of instruments made or
granted pursuant to such approval) to be issued pursuant to such approval may not exceed 50% (or
such other limit as may be prescribed by the SGX-ST) of our issued share capital for the time being,
of which the aggregate number of Shares (including Shares to be issued in pursuance of instruments
made or granted pursuant to such approval) to be issued other than on a pro rata basis to our
Shareholders may not exceed 20% (or such other limit as may be prescribed by the SGX-ST) of our
issued share capital for the time being. The approval, if granted, will lapse at the conclusion of the
Annual General Meeting following the date on which the approval was granted or the date by which the
Annual General Meeting is required by law to be held, whichever is the earlier. Subject to the foregoing,
the provisions of the Companies Act and any special rights attached to any class of shares currently
issued, all new Shares are under the control of our Board who may allot and issue the same with such
rights and restrictions as it may think fit.
SHAREHOLDERS
Only persons who are registered in our register of shareholders and, in cases in which the person so
registered is the CDP, the persons named as the depositors in the depository register maintained by the
CDP for our ordinary shares, are recognised as our Shareholders.
We will not, except as required by law, recognise any equitable, contingent, future or partial interest in
any ordinary share or other rights for any ordinary share other than the absolute right thereto of the
registered holder of the ordinary share or of the person whose name is entered in the depository
register for that ordinary share.
We may close the register of shareholders for any time or times if we provide the Registrar of
Companies and Business of Singapore at least 14 days notice. However, the register may not be
closed for more than 30 days in aggregate in any calendar year. We typically, close the register to
determine shareholders entitlement to receive dividends and other distributions for no more than 10
days a year.

F-1

APPENDIX F DESCRIPTION OF OUR SHARES


TRANSFER OF ORDINARY SHARES
Save for the moratorium undertakings described in the section Moratorium of this Prospectus, there
is no restriction on the transfer of our fully paid ordinary shares except where required by law. Our
Board of Directors may only decline to register any transfer of ordinary shares which are not fully paid
shares or ordinary shares on which we have a lien. Our ordinary shares may be transferred by a duly
signed instrument of transfer in any form acceptable to our Board of Directors. Our Board of Directors
may also decline to register any instrument of transfer unless, among other things, it has been duly
stamped and is presented for registration together with the share certificate and such other evidence
of title as they may require. We will replace lost or destroyed certificates for our ordinary shares if we
are properly notified and if the applicant pays a fee which will not exceed $2.00 and furnishes any
evidence and indemnity that our Board of Directors may require.
GENERAL MEETINGS OF SHAREHOLDERS
We are required to hold an Annual General Meeting every year. Our Board of Directors may convene
an extraordinary general meeting whenever it thinks fit and must do so if shareholders representing not
less than 10% of the total voting rights of all shareholders request in writing that such a meeting be held.
In addition, two or more shareholders holding not less than 10% of our issued share capital may call
a meeting. Unless otherwise required by Singapore law or by our Articles of Association, voting at
general meetings is by ordinary resolution, requiring an affirmative vote of a simple majority of the votes
cast at that meeting. An ordinary resolution suffices, for example, for the appointment of Directors. A
special resolution, requiring the affirmative vote of at least 75% of the votes cast at the meeting, is
necessary for certain matters under Singapore law, including the voluntary winding up of our company,
amendments to our Memorandum and Articles of Association, a change of our corporate name and a
reduction in our share capital, share premium account or capital redemption reserve fund. We must
give at least 21 days notice in writing for every general meeting convened for the purpose of passing
a special resolution. Ordinary resolutions generally require at least 14 days notice in writing. The notice
must be given to every shareholder who has supplied us with an address in Singapore for the giving
of notices and must set forth the place, the day and the hour of the meeting and, in the case of special
business, the general nature of that business.
VOTING RIGHTS
A shareholder is entitled to attend, speak and vote at any general meeting, in person or by proxy. A
proxy need not be a shareholder. A person who holds ordinary shares through the CDP book-entry
clearance system will only be entitled to vote at a general meeting as a shareholder if his name appears
on the depository register maintained by CDP 48 hours before the general meeting.
Except as otherwise provided in our Articles of Association, two or more shareholders must be present
in person or by proxy to constitute a quorum at a general meeting. Under our Articles of Association,
on a show of hands, every shareholder present in person and each proxy shall have one vote and, on
a poll, every shareholder present in person or by proxy shall have one vote for each ordinary share
held. A poll may be demanded in certain circumstances, including by the chairman of the meeting or by
any shareholder present in person or by proxy and representing not less than 10% of the total voting
rights of all shareholders having the right to attend and vote at the meeting or by any two shareholders
present in person or by proxy and entitled to vote.

F-2

APPENDIX F DESCRIPTION OF OUR SHARES


DIVIDENDS
We may, by ordinary resolution, declare dividends at a general meeting, but we may not pay dividends
in excess of the amount recommended by our Board of Directors. Any dividend we pay must be paid
out of our profits or pursuant to Section 76 of the Act. Our Board of Directors may also declare an
interim dividend. All dividends are paid pro rata among the shareholders in proportion to the number of
shares held by them. Unless otherwise directed, dividends are paid by cheque or warrant sent through
the post to each shareholder at his registered address. Notwithstanding the foregoing, our payment to
the CDP of any dividend payable to a shareholder whose name is entered in the depository register
shall, to the extent of payment made to the CDP, discharge us from any liability to that shareholder in
respect of that payment.
BONUS AND RIGHTS ISSUE
Our Board of Directors may, with the approval of our shareholders at a general meeting, capitalize any
reserves or profits (including profit or moneys carried and standing to any reserve or to the share
premium account) and distribute the same as bonus shares credited as paid-up to our shareholders in
proportion to their shareholdings. Our Board of Directors may also issue rights to take up additional
ordinary shares to shareholders in proportion to their shareholdings. Such rights are subject to any
conditions attached to such issue.
TAKEOVERS
The Act and the Singapore Code on Takeovers and Mergers regulate the acquisition of ordinary shares
of public companies and contain certain provisions that may delay, deter or prevent a future takeover
or change in control of our Company.
Any person acquiring an interest, either acting singly or together with other parties acting in concert with
him, in 30% or more of our voting shares must extend a takeover offer for the remaining voting shares
in accordance with the provisions of the Singapore Code on Takeovers and Mergers.
Parties acting in concert include a company and its related and associated companies, a company
and its directors (including their relatives), a company and its pension funds, a person and any
investment company, unit trust or other fund whose investment such person manages on a
discretionary basis, and a financial adviser and its client in respect of shares held by the financial
adviser and shares in the client held by funds managed by the financial adviser on a discretionary
basis.
An offer for consideration other than cash must be accompanied by a cash alternative at not less than
the highest price paid by the offeror or parties acting in concert with the offeror within the preceding 12
months.
A mandatory takeover offer is also required to be made if a person holding, either singly or together with
parties acting in concert with him, between 30% and 50% of the voting shares acquires additional voting
shares representing more than 1% of the voting shares in any six month period.
LIQUIDATION OR OTHER RETURN OF CAPITAL
If our Company is liquidated or in the event of any other return of capital, holders of our ordinary shares
will be entitled to participate in any surplus assets in proportion to their shareholdings, subject to any
special rights attaching to any other class of shares then existing.
F-3

APPENDIX F DESCRIPTION OF OUR SHARES


INDEMNITY
As permitted by Singapore law, our Articles of Association provides that, subject to the Act, we will
indemnify our Board of Directors and officers against any liability incurred in defending any
proceedings, whether civil or criminal, which relate to anything done or omitted to have been done as
an officer, director or employee. We may not indemnify directors and officers against any liability which
by law would otherwise attach to them in respect of any negligence, default, breach of duty or breach
of trust of which they may be guilty in relation to our Company.
LIMITATIONS ON RIGHTS TO HOLD OR VOTE ORDINARY SHARES
Except as described in Voting Rights and Takeovers above, there are no limitations imposed by
Singapore law or by our Articles of Association on the rights of non-resident shareholders to hold or vote
our ordinary shares.
Minority Rights
The rights of minority shareholders of Singapore-incorporated companies are protected under Section
216 of the Act, which gives the Singapore courts a general power to make any order, upon application
by any shareholder, as they think fit to remedy any of the following situations:
(a)

our affairs are being conducted or the powers of our Board of Directors are being exercised in a
manner oppressive to, or in disregard of the interests of, one or more of our shareholders; or

(b)

we take an action, or threaten to take an action, or our shareholders pass a resolution, or threaten
to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or
more of our shareholders, including the applicant.

Singapore courts have wide discretion as to the relief they may grant and the relief are in no way limited
to those listed in the Act itself.
Without prejudice to the foregoing, Singapore courts may:
(i)

direct or prohibit any act or cancel or vary any transaction or resolution;

(ii)

regulate our affairs in the future;

(iii)

authorise civil proceedings to be brought in the name of, or on behalf of, our Company by a person
or persons and on such terms as the court may direct;

(iv) provide for the purchase of a minority shareholders shares by our other shareholders or by our
Company and, in the case of a purchase of shares by us, a corresponding reduction of our share
capital; or
(v)

provide that our Company be wound up.

F-4

APPENDIX G GOVERNMENT REGULATIONS


The principal laws and regulations in Singapore that materially affect our operations and the relevant
regulatory bodies are as follows:
Environmental Public Health Act (Chapter 95) of Singapore (the EPHA) and the Environmental
Public Health (General Waste Collection) Regulations (the EPH(GWC)R)
The EPHA consolidates the laws relating to environmental public health and to provide for matters
connected therewith, such as the removal and disposal of refuse and waste, the disposal of industrial
waste and toxic industrial waste, and the licensing of persons carrying on the business of collecting and
transporting refuse and waste. The EPHA is administered by NEA.
Public Waste Collector (PWC) Licence
Under section 31 of the EPHA, no person shall carry on the business of collecting, removing,
transporting, storing or importing refuse or waste of any description without a waste collector licence
granted by Director-General of Public Health (Director-General) of NEA. Conditions attached to a
licence granted under section 31 of the EPHA may include:
(a)

a condition requiring the licensee to comply with such standard of service and level of
performance as the Director-General may specify;

(b)

a condition restricting, in a manner specified in the licence, the provision by the licensee of the
service of collecting and removing refuse or waste to premises which are of a class or description
so specified and to the area so specified;

(c)

the right of the Director-General in the public interest to make modifications to any condition of the
licence or add new conditions during the period to which the licence relates; and

(d)

a condition regulating the charge to be levied by the licensee for the provision of the service of
collecting and removing refuse or waste.

Under section 31(3) of the EPHA, the Director-General may designate any person who has been
granted a licence under this section as a public waste collector licensee.
We have been granted a PWC Licence to provide refuse collection services to domestic and trade
premises for the Ang Mo Kio Toa Payoh sector (Sector) in Singapore for a period of seven and a
half years commencing from 1 July 2006 until 31 December 2013. The PWC Licence stipulates that as
a public waste collector licensee, we are to collect, remove, or transport refuse or any waste, from
designated domestic and trade premises in the Sector, subject to the EPHA, the terms and conditions
set out in the tender that was awarded to us and to any other terms which the Director-General may
from time to time impose.
General Waste Collector (GWC) Licence
The EPH(GWC)R regulates, inter alia, the collection, transportation and disposal of general waste.
Under the EPH(GWC)R, no person shall collect general or transport general waste for payment or other
remuneration (whether monetary or otherwise) unless he holds a GWC Licence.

G-1

APPENDIX G GOVERNMENT REGULATIONS


In addition, the Code of Practice for Licensed GWCs provides guidelines on what is good practice in
the waste collection business. Licensed general waste collectors are expected to adhere to these
guidelines so as to improve the standards of their operations and raise the professionalism of the
services rendered.
There are 4 classes of general waste in the EPH(GWC)R:
(i)

Class A

Inorganic waste (such as unwanted furniture and electrical appliances,


construction and renovation debris, cut tree trunks, branches and other bulky
items), non-putrefiable industrial wastes and recyclables from residential
property and other premises covered in section 10(1)(c) of the EPHA;

(ii)

Class B

Organic waste (food and other putrefiable waste from domestic, trade and
industrial premises, markets and food centres)

(iii)

Class C

Sludge and grease (sludge from water treatment plants, grease interceptors,
water-seal latrines, sewage treatment plants, septic tanks and waste from
sanitary conveniences in ships and aircrafts)

(iv)

Class D

Dangerous substances and toxic industrial waste that have been treated and
rendered harmless and safe for disposal.

We have been granted a GWC Licence (Classes A, B and C) which enables us to collect and dispose
of general waste that falls within either the above described Classes A, B or C subject to conditions set
out in the GWC Licence.
The GWC Licence is valid for one (1) year and must be renewed annually. Licensees will be notified
through a reminder letter from the Waste Management Department of NEA to renew the licences at
least one (1) month before its expiry date.
According to the Code of Practice for Licensed General Waste Collectors (Code), Rule 10.3, in order
to renew the General Waste Collector Licence, a general waste collector licensee is required to submit
the annual return (the Annual Return) to the Waste Management Department of NEA through the
Online Business Licensing Service. The renewal fee is S$130.
Violations of any of the conditions set out in the GWC Licence or provisions under the EPHA, the
regulations thereunder, and the Code, may result in the suspension or cancellation of the GWC Licence
or prosecution of the licensee for contravention of certain conditions.
Permit For Collection of Recyclable Waste
Under regulation 7A of the EPH(GWC)R, no licensee shall collect any waste for recycling from any
premises unless the licensee is a holder of a permit issued by the Director-General under regulation 7B
of the EPH(GWC)R. A holder of such permit shall then transport all waste collected by him for recycling
to any recycling facility.
A permit for the collection of waste for recycling that is issued by the Director-General shall specify the
areas within which a permit holder may operate and may contain such conditions on the permit holder
as the Director-General may impose.
We have been granted a Permit for the Collection of Recyclable Waste within Ang Mo Kio Toa Payoh
Sector in Singapore.

G-2

APPENDIX G GOVERNMENT REGULATIONS


A breach of any of the conditions of the permit may render the permit holder liable to financial penalties
based on a demerit point system or revocation of the permit or both.
Employment of Foreign Manpower Act (Chapter 91A) of Singapore (the EFMA)
The employment of foreign workers in Singapore is governed by the EFMA and regulated by the Work
Pass Division in MOM. Under Section 5(1) of the EFMA, no person shall employ a foreign worker
unless he has obtained in respect of the foreign worker a valid work pass, which allows the foreign
worker to work for him. The Singapore Governments policies and regulations on the immigration and
employment of foreign workers in Singapore are set out in, inter alia, the EFMA and relevant
Government Gazettes.
The employment of foreign workers is also subject to the payment of levies which is regulated by the
EFMA and the Employment of Foreign Manpower (Levy) Order 2010. The amount of foreign worker
levy payable by our Group on each foreign worker (skilled and unskilled) ranges from S$160 to S$450
per month. An employer of foreign workers is also subject to, inter alia, the provisions set out in the
Employment Act (Chapter 91) of Singapore and the Immigration Act (Chapter 133) of Singapore.
Work Injury Compensation Act (Chapter 354) of Singapore (the WICA)
The WICA came into force on 1 April 2008 replacing the Workmens Compensation Act. WICA applies
to all workplace injuries that happen on and after 1 April 2008; for accidents that occurred before 1 April
2008, the Workmens Compensation Act will continue to apply.
Employees who sustain injuries or who contract occupational diseases arising out of their work, or the
estates of employees who die in a work-related accident, are entitled to claim work injury
compensation. The WICA covers all employees engaged under a contract of service or apprenticeship,
regardless of their salary. There is also a fixed formula in the WICA on the amount of compensation to
be awarded, and capped so that the financial liability on the employer is limited.
Workplace Safety and Health Act (Chapter 354A) of Singapore (WSHA)
Under the WSHA, every employer has the duty to take, so far as is reasonably practicable, such
measures as are necessary to ensure the safety and health of his employees at work. These measures
include providing and maintaining for the employees a work environment which is safe, without risk to
health, and adequate as regards to facilities and arrangements for their welfare at work, ensuring that
adequate safety measures are taken in respect of any machinery, equipment, plant, article or process
used by the employees, ensuring that the employees are not exposed to hazards arising out of the
arrangement, disposal, manipulation, organisation, processing, storage, transport, working or use of
implementing procedures for dealing with emergencies that may arise while those persons are at work
and ensuring that the person at work has adequate instruction, information, training and supervision as
is necessary for that person to perform his work. More specific duties imposed by the Ministry of
Manpower on employers are laid out in the Workplace Safety and Health (General Provisions)
Regulations. Some of these duties include taking effective measures to protect persons at work from
the harmful effects of any exposure to any bio-hazardous material which may constitute a risk to their
health.

G-3

APPENDIX G GOVERNMENT REGULATIONS


In addition to the above, under the WSHA, inspectors appointed by the Commissioner for Workplace
Safety and Health (CWSH) may, inter alia, enter, inspect and examine any workplace and any
machinery, equipment, plant, installation or article at any workplace, to make such examination and
inquire as may be necessary to ascertain whether the provisions of the WSHA are complied with, to
take samples of any material or substance found in a workplace or being discharged from any
workplace for the purpose of analysis or test, to assess the levels of noise, illumination, heat or harmful
or hazardous substances in any workplace and the exposure levels of persons at work therein and to
take into custody any article in the workplace which is required for the purpose of an investigation or
inquiry under the WSHA.
Under the WSHA, the CWSH may serve a remedial order or a stop-work order in respect of a workplace
if he is satisfied that (i) the workplace is in such condition, or is so located, or any part of the machinery,
equipment, plant or article in the workplace is so used, that any process or work carried on in the
workplace cannot be carried on with due regard to the safety, health and welfare of persons at work;
(ii) any person has contravened any duty imposed by the WSHA; or (iii) any person has done any act,
or has refrained from doing any act which, in the opinion of the CWSH, poses or is likely to pose a risk
to the safety, health and welfare of the persons at work, whilst the stop-work order shall direct the
person served with the order to immediately cease to carry on any work indefinitely or until such
measures as are required by the CWSH have been taken to remedy any danger so as to enable the
work in the workplace to be carried on with due regard to the safety, health and welfare of the persons
at work.
As at the Latest Practicable Date and to the best of our Directors knowledge, we are in compliance with
all applicable laws and regulations in Singapore which are material to our business operations and we
have all the necessary business licences and permits for our business operations.
REGISTRATION WITH THE CONTRACTS REGISTRY OF THE BUILDING AND CONSTRUCTION
AUTHORITY
Our Company is registered with the contractors registry of the BCA for the following categories:
Construction Workheads
Category of
Registration

Title

Type of Supply

Tender Capacity

C1 for CW1

General Building

All types of building works in connection with


any structure, being built or to be built, for the
support, shelter and enclosure of persons,
animals, chattels or movable property of any
kind, requiring in its construction the use of
more than two unrelated building trades and
crafts. Such structure includes the
construction of multi-storey carparks,
buildings for parks and playgrounds and
other recreational works, industrial plants,
and utility plants. Scope of work includes the
addition and alteration works on buildings
involving structural changes and installation
of roofs.

S$4 million

G-4

APPENDIX G GOVERNMENT REGULATIONS


Specialist Workheads
Category of
Registration

Title

Type of Supply

Tender Capacity

L6 for MW02

Housekeeping,
Cleansing, Desilting
and Conservancy
Services

Includes
cleaning
and
housekeeping
services for offices, buildings, compounds,
industrial and commercial complexes,
desilting and cleansing of drains and
grasscutting.

Unlimited

L4 for MW03

Landscaping

Provision of landscaping services including


tree planting and turfing.

S$6.5 million

L2 for MW04

Pest Control

Extermination and control of pests


installations, buildings and complexes.

S$1.3 million

in

The contractors registry is administered by the BCA and was established to register contractors who
are able to provide construction related goods and services to the public sector which includes
government departments, statutory bodies and other public sector organisations. There are 5 major
groups of registration workheads or categories, namely, Construction Workheads, Construction
Related Workheads, Mechanical & Electrical Workheads, Supply Workheads and Maintenance
Workheads. There are 6 financial registration grades for the Construction Related Workheads which
limit the tender capacity of the registered contractor. The financial registration grades, their respective
tender capacity and qualifying criteria are as follows:
Registration Requirements for Construction Workheads

Grade

Financial (Minimum
Paid-Up Capital and
Net Worth)
(S$)

C1

300,000

Management
(see table below for
more details)

Track Record
(Past 3 years)

Additional
Requirements

3.0m

General Builder
Licence Class 2
(GB2)

1P + 1T
SMC

Notes:
(1)

Both minimum paid-up capital and minimum net worth must be met.

(2)

PS projects executed for public sector agencies in Singapore.

(3)

MC main contracts (nominated sub-contracts may be included).

(4)

SP minimum size single project (main/sub-contract) executed entirely by the applicant.

(5)

Percentage of sub-contract value taken into consideration shall be 50%.

(6)

P/T Professional and Technical personnel with relevant qualifications (see below for more details).

(7)

ISO 9001:2008 must be SAC accredited.

Personnel Qualification
Workhead

Title

CW01

General Building

Personnel Qualification
P shall mean a recognised degree in Architecture, Building,
Civil/Structural Engineering or equivalent

G-5

APPENDIX G GOVERNMENT REGULATIONS


Registration Requirements for Specialist Workheads

Grade

Financial (Minimum
Paid-Up Capital and
Net Worth)
(S$)

Management
(see table below for
more details)

L6

1.5m

2T

30.0m of which 7.5m PS,


3.0m MC and 3.0m SP

L4

250,000

1T

5.0m

L1

10,000

1T

Track Record
(Past 3 years)

Notes:
(1)

m stands for million

(2)

Both minimum paid-up capital and minimum net worth must be met. L1 firms are required to submit the latest management
accounts that are not more than 12 months.

(3)

PS projects executed in Singapore

(4)

MC main contracts (nominated sub-contracts may be included)

(5)

SP minimum size single project (main/sub-contract) executed entirely by the applicant

(6)

T Technical personnel with relevant qualifications (see table below for more details)

Personnel Qualification
Workhead

Title

Personnel Qualification

MW02

Housekeeping, Cleansing,
Desilting and Conservancy
Services

T shall mean a Certificate in Facilities Maintenance


Supervision or equivalent

MW03

Landscaping

T shall mean a Certificate in Facilities Maintenance


Supervision or equivalent

MW04

Pest Control

Applicants must possess a valid Vector Control Operator


Certificate

G-6

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATION AND ACCEPTANCE
You are invited to apply and subscribe for the Placement Shares at the Placement Price for each
Placement Share subject to the following terms and conditions:
1.

YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 PLACEMENT SHARES OR


INTEGRAL MULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF
SHARES WILL BE REJECTED.

2.

Your application for the Placement Shares may only be made by way of printed Placement Shares
Application Forms.
YOU MAY NOT USE CPF FUNDS TO APPLY FOR THE NEW SHARES.

3.

Only one application may be made for the benefit of one person in his own name for the
Placement Shares. A person, other than an approved nominee company, who is submitting
an application in his own name should not submit any other applications for any other
person. Such separate applications shall be deemed to be multiple applications and may
be rejected at the discretion of our Company, or the Manager, Sponsor and Placement
Agent.
Joint and multiple applications for the Placement Shares shall be rejected. Persons
submitting or procuring submissions of multiple share applications may be deemed to
have committed an offence under the Penal Code, Chapter 224 of Singapore and the SFA,
and your applications may be referred to the relevant authorities for investigation. Multiple
applications or those appearing to be or suspected of being multiple applications may be
rejected at the discretion of our Company, the Manager, Sponsor and Placement Agent.

4.

We will not accept applications from any person under the age of 18 years, undischarged
bankrupts, sole-proprietorships, partnerships, or non-corporate bodies, joint Securities Account
holders of CDP and from applicants whose addresses as furnished in their Application Forms bear
post office box numbers. No person acting or purporting to act on behalf of a deceased person is
allowed to apply under the Securities Account with CDP in the deceaseds name at the time of
application.

5.

We will not recognise the existence of a trust. Any application by a trustee or trustees must
therefore be made in his/her/their own name(s) and without qualification or, where the application
is made by way of an Application Form by a nominee, in the name(s) of an approved nominee
company or companies after complying with paragraph 6 below.

6.

WE WILL NOT ACCEPT APPLICATIONS FROM NOMINEES EXCEPT THOSE MADE BY


APPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as
banks, merchant banks, finance companies, insurance companies, licensed securities dealers in
Singapore and nominee companies controlled by them. Applications made by persons acting as
nominees other than approved nominee companies shall be rejected.

7.

IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A


SECURITIES ACCOUNT WITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR
APPLICATION. If you do not have an existing Securities Account with CDP in your own name at
the time of your application, your application will be rejected. If you have an existing Securities
Account with CDP but fail to provide your Securities Account number or provide an incorrect
Securities Account number in Section B of the Application Form, your application is liable to be
rejected. Subject to paragraph 8 below, your application shall be rejected if your particulars such
H-1

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATION AND ACCEPTANCE
as name, NRIC/passport number, nationality and permanent residence status provided in your
Application Form differ from those particulars in your Securities Account as maintained with CDP.
If you possess more than one individual direct Securities Account with CDP, your application shall
be rejected.
8.

If your address as stated in the Application Form is different from the address registered
with CDP, you must inform CDP of your updated address promptly, failing which the
notification letter on successful allotment and other correspondence from CDP will be sent
to your address last registered with CDP.

9.

Our Company reserves the right to reject any application which does not conform strictly
to the instructions set out in the Application Form and in this Offer Document or, in the
case of an application by way of an Application Form, which is illegible, incomplete,
incorrectly completed or which is accompanied by an improperly drawn remittance or
improper form of remittance. Our Company further reserves the right to treat as valid any
applications not completed or submitted or effected in all respects in accordance with the
instructions set out in the Application Forms or the terms and conditions of this Offer
Document, and also to present for payment or other processes all remittances at any time
after receipt and to have full access to all information relating to, or deriving from, such
remittances or the processing thereof.

10. Our Company reserves the right to reject or to accept, in whole or in part, or to scale down or to
ballot any application, without assigning any reason therefor, and no enquiry and/or
correspondence on the decision of our Company with regards hereto will be entertained. This right
applies to applications made by way of Application Forms. In deciding the basis of allotment,
which shall be at our discretion, due consideration will be given to the desirability of allotting the
Placement Shares to a reasonable number of applicants with a view to establishing an adequate
market for the Shares.
11.

Share certificates will be registered in the name of CDP or its nominee and will be forwarded only
to CDP. It is expected that CDP will send to you, at your own risk, within 15 Market Days after the
close of the Application List, a statement of account stating that your Securities Account has been
credited with the number of Placement Shares allotted to you, if your application is successful.
This will be the only acknowledgement of application monies received and is not an
acknowledgement by our Company or the Manager, Sponsor and Placement Agent. You
irrevocably authorise CDP to complete and sign on your behalf, as transferee or renouncee, any
instrument of transfer and/or other documents required for the issue or transfer of the Placement
Shares allotted to you.
You hereby consent to the disclosure of your name, NRIC/passport number, address, nationality,
permanent residency status, CDP Securities Account number, CPF Investment Account number
(if applicable) and shares application amount to the Share Registrar, SGX-ST, CDP, CPF, our
Company, and the Manager, Sponsor and Placement Agent.

12. In the event that our Company lodges a supplementary or replacement offer document (Relevant
Document) pursuant to the SFA or any applicable legislation in force from time to time prior to the
close of the Placement, and the Placement Shares have not been issued, we will (as required by
law) at our Companys sole and absolute discretion either:
(i)

within seven days of the lodgement of the Relevant Document give you a copy of the
Relevant Document and provide you with an option to withdraw; or
H-2

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATION AND ACCEPTANCE
(ii)

deem your application as withdrawn and cancelled and refund your application monies
(without interest or any share of revenue or other benefit arising therefrom) to you within
seven days from the lodgement of the Relevant Document.

Where you have notified us within 14 days from the date of lodgement of the Relevant Document
of your wish to exercise your option under paragraph 12(i) above to withdraw your application, we
shall pay to you all monies paid by you on account of your application for the Placement Shares
without interest or any share of revenue or other benefit arising therefrom and at your own risk,
within seven days from the receipt of such notification.
In the event that at any time at the time of the lodgement of the Relevant Document, the
Placement Shares have already been issued but trading has not commenced, we will (as required
by law) either:
(i)

within seven days from the lodgement of the Relevant Document give you a copy of the
Relevant Document and provide you with an option to return the Placement Shares; or

(ii)

deem the issue as void and refund your payment for the Placement Shares (without interest
or any share of revenue or other benefit arising therefrom) to you within 7 days from the
lodgement of the Relevant Document.

Any applicant who wishes to exercise his option under paragraph 12(iii) above to return the
Placement Shares issued to him shall, within 14 days from the date of lodgement of the Relevant
Document, notify us of this and return all documents, if any, purporting to be evidence of title of
those Placement Shares, whereupon we shall, within seven days from the receipt of such
notification and documents, pay to him all monies paid by him for the Placement Shares without
interest or any share of revenue or other benefit arising therefrom and at his own risk, and the
Placement Shares issued to him shall be void.
Additional terms and instructions applicable upon the lodgement of the supplementary or
replacement offer document, including instructions on how you can exercise the option to
withdraw, may be found in such supplementary or replacement offer document.
13. You irrevocably authorise CDP to disclose the outcome of your application, including the number
of Placement Shares allotted to you pursuant to your application, to us, the Manager, Sponsor and
Placement Agent, and any other parties so authorised by the foregoing persons.
14. Any reference to you or the applicant in this section shall include an individual, a corporation,
an approved nominee and trustee applying for the Placement Shares through the Placement
Agent.
15. By completing and delivering an Application Form in accordance with the provisions of this Offer
Document, you:
(a)

irrevocably offer, agree and undertake to subscribe for the number of Placement Shares
specified in your application (or such smaller number for which the application is accepted)
at the Placement Price for each Placement Share and agree that you will accept such
Placement Shares as may be allotted to you, in each case on the terms of, and subject to
the conditions set out in this Offer Document and the Memorandum and Articles of
Association of our Company for application;

H-3

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATION AND ACCEPTANCE
(b)

agree that the aggregate Placement Price for the Placement Shares applied for is due and
payable to the Company upon application;

(c)

warrant the truth and accuracy of the information contained, and representations and
declarations made, in your application, and acknowledge and agree that such information,
representations and declarations will be relied on by our Company and the Manager,
Sponsor and Placement Agent in determining whether to accept your application and/or
whether to allot any Placement Shares to you; and

(d)

agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable to
your application, you have complied with all such laws and none of our Company or the
Manager, Sponsor and Placement Agent will infringe any such laws as a result of the
acceptance of your application.

16. Our acceptance of applications will be conditional upon, inter alia, our Company and the Manager,
Sponsor and Placement Agent being satisfied that:
(a)

permission has been granted by the SGX-ST to deal in and for quotation for all our existing
Shares and the Placement Shares on a ready basis on Catalist;

(b)

the Placement Agreement referred to in the section entitled General and Statutory
Information Management and Placement Arrangements of this Offer Document have
become unconditional and have not been terminated or cancelled prior to such date as our
Company and the Manager, Sponsor and Placement Agent may determine; and

(c)

the Authority or other competent authority has not served a stop order (Stop Order) which
directs that no or no further shares to which this Offer Document relates be allotted.

17. In the event that a Stop Order in respect of the Placement Shares is served by the Authority or
other competent authority and:
(a)

in the case where the Placement Shares have not been issued, all applications shall be
deemed to have been withdrawn and cancelled and our Company shall refund (at your own
risk) all monies paid on account of your application of the Placement Shares (without interest
or any share of revenue or other benefit arising therefrom) to you within 14 days of the date
of the Stop Order; or

(b)

in the case where the Placement Shares have already been issued but trading has not
commenced, the issue of the Placement Shares shall be deemed to be void and our
Company shall, within 14 days from the date of the Stop Order, refund (at your own risk) all
monies paid on account of your application for the Placement Shares (without interest or any
share of revenue or other benefit arising therefrom).

This shall not apply where only an interim Stop Order has been served.
18. In the event that an interim Stop Order in respect of the Placement Shares is served by the
Authority or other competent authority, no Placement Shares shall be issued, during the time
when the interim Stop Order is in force.

H-4

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATION AND ACCEPTANCE
19. The Authority or other competent authority is not able to serve a Stop Order in respect of the
Placement Shares if the Placement Shares have been issued, listed for quotation on the Catalist
and trading in the Placement Shares has commenced.
20. In the event of any changes in the closure of the Application List or the time period during which
the Placement is open, we will publicly announce the same through a SGXNET announcement to
be posted on the Internet at the SGX-ST website at http://www.sgx.com and through a paid
advertisement in a local newspaper.
21. We will not hold any application in reserve.
22. We will not allot Shares on the basis of this Offer Document later than six months after the date
of registration of this Offer Document by the SGX-ST (acting as agent on behalf of the Authority).
23. Additional terms and conditions for applications by way of Application Forms are set out on pages
H-5 to H-8 of this Offer Document.
ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS
You should make an application by way of an Application Form made on, and subject to, the terms and
conditions of this Offer Document including but not limited to the terms and conditions appearing below
as well as those set out under the section entitled Terms, Conditions and Procedures for Application
and Acceptance of this Offer Document, as well as the Memorandum and Articles of Association of our
Company.
1.

Your application for the Placement Shares must be made using the BLUE Application Forms
accompanying and forming part of this Offer Document. ONLY ONE APPLICATION should be
enclosed in each envelope.
We draw your attention to the detailed instructions contained in the Application Forms and this
Offer Document for the completion of the Application Forms which must be carefully followed. Our
Company and the Manager, Sponsor and Placement Agent reserve the right to reject
applications which do not conform strictly to the instructions set out in the Application
Forms and this Offer Document or to the terms and conditions of this Offer Document or
which are illegible, incomplete, incorrectly completed or which are accompanied by
improperly drawn remittances or improper form of remittance.

2.

Your Application Forms must be completed in English. Please type or write clearly in ink using
BLOCK LETTERS.

3.

All spaces in the Application Forms except those under the heading FOR OFFICIAL USE ONLY
must be completed and the words NOT APPLICABLE or N.A. should be written in any space
that is not applicable.

4.

Individuals, corporations, approved nominee companies and trustees must give their names in
full. If you are an individual, you must make your application using your full names as it appears
in your identity cards (if you have such an identification document) or in your passports and, in the
case of a corporation, in your full name as registered with a competent authority. If you are a
non-individual, you must complete the Application Form under the hand of an official who must
state the name and capacity in which he signs the Application Form. If you are a corporation
completing the Application Form, you are required to affix your Common Seal (if any) in
H-5

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATION AND ACCEPTANCE
accordance with your Memorandum and Articles of Association or equivalent constitutive
documents of the corporation. If you are a corporate applicant and your application is successful,
a copy of your Memorandum and Articles of Association or equivalent constitutive documents
must be lodged with our Companys Share Registrar. Our Company reserves the right to require
you to produce documentary proof of identification for verification purposes.
5.

6.

(a)

You must complete Sections A and B and sign on page 1 of the Application Form.

(b)

You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Form.
Where paragraph 7(a) is deleted, you must also complete Section C of the Application Form
with particulars of the beneficial owner(s).

(c)

If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may be,
on page 1 of the Application Form, your application is liable to be rejected. You (whether you
are an individual or corporate applicant, whether incorporated or unincorporated and
wherever incorporated or constituted) will be required to declare whether you are a citizen
or permanent resident of Singapore or a corporation in which citizens or permanent
residents of Singapore or any body corporate constituted under any statute of Singapore
having an interest in the aggregate of more than 50.0% of the issued share capital of or
interests in such corporations. If you are an approved nominee company, you are required
to declare whether the beneficial owner of the Shares is a citizen or permanent resident of
Singapore or a corporation, whether incorporated or unincorporated and wherever
incorporated or constituted, in which citizens or permanent residents of Singapore or any
body corporate whether incorporated or unincorporated and wherever incorporated or
constituted under any statute of Singapore have an interest in the aggregate of more than
50.0%. of the issued share capital of or interests in such corporation.

The completed and signed BLUE Placement Shares Application Form and the correct remittance
in full in respect of the number of Placement Shares applied for (in accordance with the terms and
conditions of this Offer Document) with your name and address written clearly on the reverse side,
must be enclosed and sealed in an envelope to be provided by you. You must affix adequate
Singapore postage on the envelope (if despatching by ordinary post) and thereafter the sealed
envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HAND at your own
risk to 800 Super Holdings Limited, c/o PrimePartners Corporate Finance Pte. Ltd., 20 Cecil
Street #21-02 Equity Plaza Singapore 049705, to arrive by 12.00 noon on 13 July 2011 or
such other time as our Company may, in consultation with the Manager, Sponsor and
Placement Agent, decide. Local Urgent Mail or Registered Post must NOT be used. Your
application must be accompanied by a remittance in Singapore currency for the full amount
payable, in respect of the number of Placement Shares applied for, in the form of a BANKERS
DRAFT or CASHIERS ORDER drawn on a bank in Singapore, made out in favour of 800
SUPER SHARE ISSUE ACCOUNT crossed A/C PAYEE ONLY, and with your name and
address written clearly on the reverse side. Applications not accompanied by any payment or
accompanied by any other form of payment will not be accepted. We will reject remittances
bearing NOT TRANSFERABLE or NON TRANSFERABLE crossings. No acknowledgement
or receipt will be issued by our Company, or the Sponsor for applications and application monies
or remittance received.

H-6

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATION AND ACCEPTANCE
7.

Monies paid in respect of unsuccessful applications are expected to be returned (without interest
or any share of revenue or other benefit arising therefrom) to you by ordinary post at your own risk.
Where your application is rejected or accepted in part only, the full amount or the balance of the
application monies, as the case may be, will be refunded (without interest or any share of revenue
or other benefit arising therefrom) to you by ordinary post at your own risk within 14 days after the
close of the Application List, provided that the remittance accompanying such application which
has been presented for payment or other processes has been honoured and application monies
have been received in the designated share issue account. If the completion of the Placement
does not occur because permission from the SGX-ST is not granted or for any other reasons,
monies paid in respect of any application accepted will be returned to you at your own risk, without
interest or any share of revenue or other benefit arising therefrom. In the event that the Placement
is cancelled by us following the termination of the Placement Agreement, the application monies
received will be refunded (without interest or any share of revenue or other benefit arising
therefrom) to you by ordinary post at your own risk within five Market days from the termination
of the Placement. In the event that the Placement is cancelled by us following the issuance of a
Stop Order by the Authority or other competent authority, the application monies received will be
refunded (without interest or any share or revenue or other benefit arising therefrom) to you by
ordinary post at your own risk within 14 days from the date of the Stop Order.

8.

Applications that are illegible, incomplete or incorrectly completed or accompanied by improperly


drawn remittances or improper form of remittance or which are not honoured upon their first
presentation are liable to be rejected.

9.

Capitalised terms used in the Application Forms and defined in this Offer Document shall bear the
meanings assigned to them in this Offer Document.

10. You irrevocably agree and acknowledge that your application is subject to risks of fires, acts of
God and other events beyond the control of our Company, the Manager, Sponsor and Placement
Agent, our Directors, and/or any other party involved in the Placement, and it, in any such event,
our Company and/or the Manager, Sponsor and Placement Agent do not receive your Application
Form, you shall have no claim whatsoever against our Company, the Manager, Sponsor and
Placement Agent and/or any other party involved in the Placement for the Placement Shares
applied for or for any compensation, loss or damage.
11.

By completing and delivering the Application Form, you agree that:


(a)

(b)

in consideration of our Company having distributed the Application Form to you and
agreeing to close the Application List at 12.00 noon on 13 July 2011 or such other time or
date as our Company may, in consultation with the Manager, Sponsor and Placement Agent
decide:
(i)

your application is irrevocable; and

(ii)

your remittance will be honoured on first presentation and that any monies returnable
may be held pending clearance of your payment without interest or any share of
revenue or other benefit arising therefrom;

neither our Company, the Manager, Sponsor and Placement Agent nor any other party
involved in the Placement shall be liable for any delays, failures or inaccuracies in the
recording, storage or in the transmission or delivery of data relating to your application to us
or CDP due to breakdowns or failure of transmission, delivery or communication facilities or
any risks referred to in paragraph 10 above or to any cause beyond their respective controls;
H-7

APPENDIX H TERMS, CONDITIONS AND


PROCEDURES FOR APPLICATION AND ACCEPTANCE
(c)

all applications, acceptances and contracts resulting therefrom under the Placement shall be
governed by and construed in accordance with the laws of Singapore and that you
irrevocably submit to the non-exclusive jurisdiction of the Singapore courts;

(d)

in respect of the Placement Shares for which your application has been received and not
rejected, acceptance of your application shall be constituted by written notification and not
otherwise, notwithstanding any remittance being presented for payment by or on behalf of
our Company;

(e)

you will not be entitled to exercise any remedy of rescission for misrepresentation at any
time after acceptance of your application;

(f)

in making your application, reliance is placed solely on the information contained in this Offer
Document and that none of our Company, the Manager, Sponsor and Placement Agents or
any other person involved in the Placement shall have any liability for any information not so
contained;

(g)

you consent to the disclosure of your name, NRIC/passport number, address, nationality,
permanent resident status, CDP Securities Account number, and share application amount
to our Share Registrar, CDP, SGX-ST, our Company, the Manager, Sponsor and Placement
Agent or other authorised operators; and

(h)

you irrevocably agree and undertake to subscribe for the number of Placement Shares
applied for as stated in the Application Form or any smaller number of such Placement
Shares that may be allotted to you in respect of your application. In the event that our
Company decides to allot and/or allocate a smaller number of Placement Shares or not to
allot and/or allocate any Placement Shares to you, you agree to accept such decision as
final.

H-8

Business Strategies and Future Plans








Expand our material recovery facilities capacity and the capacity of our vehicle depots
Enhance the efficiency of our services and capacity
Venture into waste treatment and renewable energy businesses
Focus on public sector projects
Continue to focus on operational excellence
Explore strategic investments or alliances and acquisitions
Expand into overseas markets

Investment Merits
Leading player in an essential industry
One of four licensed public waste collectors
Positive outlook for an essential industry: population growth, economic growth and environmental initiatives are growth
drivers

Solid track record with wide range of public and private


sector projects

800 Super Holdings Limited is an established comprehensive


environmental solutions provider to the public and
private sectors in Singapore

Over 20 years of track record in the industry


Diversified customer base comprising public and private sector customers in various industries
Public sector projects provide longer-term revenue stability

Competitive Strengths

Strong management team delivering integrated, quality solutions


Extensive industry expertise together with accreditations and quality certifications
Leveraging on long-established relationships with customers and suppliers

Comprehensive environmental solutions provider


Integrated services: waste management and recycling, cleaning and conservancy, and horticultural services for cost
savings and convenience for customers

PROVIDER
OF QUALITY
SERVICES

NEA Cleaning Accreditation


BCA MW02 L6 Qualification*
BS EN ISO 14001:2004

Awards and
Certifications

ISO 9001:2008
OHSAS 18001:2007
bizSAFE Star (Level 5)

*The only company in Singapore that was awarded this qualification in respect of the provision of housekeeping, cleansing, desilting and conservancy services,
as at 14 June 2011

Proposed dividend*
O
 ur Directors intend to recommend and distribute dividends of not less than 20% of our net profits attributable to our
Shareholders for each of FY2011 and FY2012
* Subject to approval from shareholders

Prospects
Singapores population growth will result in an increase in the volume of waste output which will lead to an increase in the
demand for our services
Continuing economic growth, improving standard of living and changing consumer lifestyle among the Singapore population
will increase the demand for our services
Implementation of environmental initiatives by regulatory authorities will contribute to the growth of the waste management
industry

Financial Highlights

Set up 24-hour customer hotline to garner customer feedback and shorten response time

WIDE AND DIVERSIFIED CUSTOMER BASE


Wide customer base both in public and private sectors
Diverse industries as well as property types including: schools, factories, airport, hotels, commercial offices, shopping
complexes and private residential properties

Proven track record


Strong track record of completed and ongoing private and public sector projects
Most major contracts secured through competitive tender against other established industry participants

EXPERIENCED MANAGEMENT TEAM


Executive Directors each with more than 15 years of industry experience, in-depth knowledge of the business and
understanding of customers needs and requirements
Experienced Executive Officers most of whom have over 10 years of experience in respective fields

(S$M)

FY2008

FY2009

FY2010

CAGR1

HY2010

HY2011

Revenue

55.4

60.8

69.6

12.1%

34.0

37.3

NPAT

2.2

3.4

5.2

55.4%

2.6

2.0

Compound Annual Growth Rate for 2008 to 2010

Trend Information and Order Book


Based on our Executive Directors knowledge of the industry and experience, the following trends have been observed:
Project tender prices to increase
Cost of operations, in particular labour costs, to continue to increase
Demand for the Groups services to increase
Increase in employee benefits expenses for FY2011 due to cessation of Jobs Credit Scheme
Order book of approximately S$136.5 million as at 9 June 2011

800 SUPER HOLDINGS LIMITED


(Company Registration No. 201108701K)
(Incorporated in the Republic of Singapore on 11 April 2011)

800 SUPER HOLDINGS LIMITED

Leading environmental solutions provider


OFFER DOCUMENT DATED 6 JULY 2011
Registered by the Singapore Exchange Securities
Trading Limited (the Exchange or the SGX-ST)
acting as agent on behalf of the Monetary Authority
of Singapore (the Authority) on 6 July 2011

Placement of 32,214,000 Placement Shares comprising 30,214,000 New Shares and


2,000,000 Vendor Shares at S$0.22 for each Placement Share, payable in full on application.
This document is important. If you are in any doubt as to the action
you should take, you should consult your legal, financial, tax or
other professional adviser(s).
PrimePartners Corporate Finance Pte. Ltd. (the Sponsor) has made an
application to the Exchange for permission to deal in, and for quotation of,
all our existing issued ordinary shares in the capital of 800 Super Holdings
Limited (the Company) (including the 2,000,000 Shares (the Vendor
Shares) offered by the Vendors (as defined herein)), the 30,214,000 new
Shares which are the subject of this Placement (the New Shares and
together with the Vendors Shares, the Placement Shares), the 2,238,000
new Shares (the PPCF Shares) to be issued to PrimePartners Corporate
Finance Pte. Ltd. pursuant to the Management Agreement (as defined
herein) and the 1,348,000 new Shares (FSP Shares) to be issued to Foo
Shiang Ping as part of the consideration for advisory services rendered
by SP Corporate Advisory to our Group in preparing for the Listing (as
defined herein) on Catalist (as defined herein) (together, the Shares). The
Sponsor has submitted this Offer Document to the Exchange.

800 Super Holdings Limited


No. 17A Senoko Way Singapore 758056
Website: http://www.800super.com.sg

Acceptance of applications will be conditional upon the issue of the New


Shares and upon the listing and quotation of the Shares on Catalist.
Monies paid in respect of any application accepted will be returned if the
Placement (as defined herein) is not completed because the admission
and listing do not proceed or for any other reason. The dealing in and
quotation of the Shares will be in Singapore dollars.
This offer is made in or accompanied by an offer document (the Offer
Document) that has been registered by the Exchange acting as agent on
behalf of the Authority. We have not lodged this Offer Document in any
other jurisdiction.
The registration of this Offer Document by the Exchange on behalf of the
Authority does not imply that the Securities and Futures Act (Chapter 289)
of Singapore, or any other legal or regulatory requirements, or requirements
under the Exchanges listing rules, have been complied with.

Companies listed on Catalist may carry higher investment risk when


compared with larger or more established companies listed on the Main
Board of the SGX-ST. In particular, companies may list on Catalist without
a track record of profitability and there is no assurance that there will be a
liquid market in the shares or units of shares traded on Catalist. You should
be aware of the risks of investing in such companies and should make
the decision to invest only after careful consideration and, if appropriate,
consultation with your professional adviser(s).
Neither the Authority nor the Exchange has examined or approved the
contents of this Offer Document. Neither the Authority nor the Exchange
assumes any responsibility for the contents of this Offer Document,
including the correctness of any of the statements or opinions made or
reports contained in this Offer Document. The Exchange does not normally
review the application for admission but relies on the Sponsor confirming
that the Company is suitable to be listed and complies with the Catalist
Rules (as defined herein). Neither the Authority nor the Exchange has in
any way considered the merits of the Placement Shares being offered for
investment.
Investing in our Shares involves risks which are described in the
section entitled RISK FACTORS of this Offer Document.
After the expiration of six months from the date of registration of
this Offer Document, no person shall make an offer of securities,
or allot, issue or sell any securities, on the basis of this Offer
Document; and no officer or equivalent person or promoter of the
Company will authorise or permit the offer of any securities or the
allotment, issue or sale of any securities, on the basis of this Offer
Document.

Manager, Sponsor and Placement Agent

PrimePartners Corporate Finance Pte. Ltd.

Established comprehensive environmental solutions provider to the public and private sectors in
Singapore
Leading player in an essential industry with over 20 years of solid track record
One of four licensed public waste collectors appointed by National Environmental Agency (NEA)
The only company in Singapore awarded the BCA Grade L6 in MW02 (house-keeping, cleansing,
desilting and conservancy services), as at 14 June 2011
Operates two materials recovery facilities with a total daily processing capacity of 50 tonnes of recyclable
materials
Mechanised operations with wide range of waste disposal systems and cleaning equipment

3 KEY SERVICES
Waste Management and
Recycling

Cleaning and conservancy

Horticulture

Public waste collector for


Ang Mo Kio-Toa Payoh sector
since July 2006, collecting
from approximately 142,200
households and trade
premises as at 30 April 2011
Sorting of recyclable
materials at our two materials
recovery facilities and sale of
recyclable materials
Clients include: Marina Bay
Sands Pte Ltd, Singapore
Zoological Gardens, Changi
Airport Group (Singapore)
Pte Ltd, Ngee Ann Property
Management Pte Ltd (Ngee
Ann City) and Orchard Turn
Rental Investment Pte Ltd
(ION Orchard)*

Street cleansing of public


areas in the North East
district of Singapore as well
as cleaning of Pasir Ris and
Punggol beaches
Contract cleaning and
conservancy services for
residential, commercial,
industrial and institutional
clients
Clients include: National
Environment Agency, Ministry
of Education, Nanyang
Technological University,
Various Town Councils,
Housing & Development
Board, Singapore Police
Force and M Hotel

Arboriculture service, grass


cutting services, landscape
planning and maintenance
services
Clients include: National
Parks Board, Ministry of Home
Affairs, Senoko Energy Pte Ltd,
Power Seraya Ltd and United
Premas Limited (now known
as UGL Services Premas
Operations Limited)

*We are continuing to provide services


to this customer pending the renewal
of our contract with them.

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