Epicentre Aka Afor IPO Prospectus

Afor Limited 545 Orchard Road #12-11 Far East Shopping Centre Singapore 238882 Tel: +65 6238 9376 Fax: +65 6238 7681

DMG & PartnersSECURITIES

Underwriter and Placement Agent

Joint Lead Managers

PROSPECTUS DATED 10 JANUARY 2008(Registered by the Monetary Authority of Singapore on 10 January 2008)

This document is important. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, or other professional adviser.

We have made an application to the Singapore Exchange Securities Trading Limited (the SGX-ST) for permission to deal in, and for quotation of, all the ordinary shares (the Shares) in the capital of Afor Limited (the Company) already issued and the new shares which are the subject of this Invitation (the New Shares). Such permission to deal in, and for quotation of, all the Shares and New Shares will be granted under the existing rules applicable to the SGX-ST Dealing and Automated Quotation System (the SGX-SESDAQ) when we have been admitted to the Offi cial List of Catalist. The dealing and quotation of the Shares will be in Singapore dollars.

Acceptance of applications will be conditional upon, inter alia, permission being granted by the SGX-ST to deal in, and for quotation of, all the existing issued Shares and the New Shares. If the completion of the Invitation does not occur because the SGX-STs permission 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 benefi t arising therefrom and you will not have any claims against us or the Joint Lead Managers, the Underwriter or the Placement Agent (as defi ned in this Prospectus).

The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this Prospectus. Admission to the Offi cial List of Catalist is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our Shares and the New Shares.

A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the Authority) on 17 December 2007 and 10 January 2008, respectively. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the Shares and the New Shares, as the case may be, being offered or in respect of which an invitation is made for investment. We have not lodged or registered this Prospectus in any other jurisdiction.

We would like to draw the attention of all potential investors to the fact that our Companys revenue is highly dependent on Apple Inc. and Apple brand products. In particular, approximately 76.2% of our revenue for FY2007 is derived from the sale of Apple brand products and the on-going success of our Company is dependent on our ability to continue as a premium reseller or authorised reseller of Apple brand products. In the event that we are unable to continue to sell Apple brand products, we would lose our main revenue contribution, and our profi tability, business and fi nancial performance will be adversely affected and we will not be able to maintain our current fi nancial performance.

Investing in our Shares involves risks which are described in the section entitled RISK FACTORS of this Prospectus.

No Shares will be allotted on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority.

As part of the transitional arrangement announced by the SGX-ST on 26 November 2007, our Company has been approved to be listed on Catalist. Our Company has submitted its listing application under the listing rules of the SGX-SESDAQ and the SGX-ST has reviewed the application based on the SGX-SESDAQ framework and listing rules. The offer will be accompanied by a prospectus registered by the Authority. The SGX-ST will publish a date from which the Company and all former SGX-SESDAQ listed companies are required to comply with the listing rules of Catalist (please refer to the section entitled Replacement of SGX-SESDAQ by Catalist and Appendix IV of this Prospectus for more information).

Afor Limited(Incorporated in the Republic of Singapore on 9 April 2002)

(Company Registration No.: 200202930G)

Invitation in respect of 23,500,000 ordinary shares comprising:-(a) 1,000,000 Offer Shares at $0.33 for each Offer Share by way of public offer; and(b) 22,500,000 Placement Shares by way of placement, comprising:- (i) 21,800,000 Placement Shares at $0.33 for each Placement Share; and (ii) 700,000 Reserved Shares at $0.33 for each Reserved Share reserved for Independent Directors,

management, employees and those who have contributed to the success of our Group,payable in full on application.

DMG & Partners Securities Pte. Ltd. PrimePartners Corporate Finance Pte. Ltd.

DMG & PartnersSECURITIES

DMG & Partners Securities Pte. Ltd.

AFor Limited is a one-stop premium retailer specialising in the sale of Apple brand products and its complementary products. To the best of our knowledge, we are the fi rst Apple Premium Reseller in Asia and our EpiCentre retail outlets off er a one-stop interactive retail experience. At our EpiCentre stores, customers are encouraged to test, touch and feel the showcased products and we provide fi rst hand product knowledge via our suite of seminars, personalised coaching and comprehensive after-sales services.

EpiCentre@Orchard is located in Wheelock Place and EpiCentre@Suntec is located in Suntec City Mall. In September 2007, we opened EpiCentre@Pavilion at Pavilion Kuala Lumpur.

ACHIEVEMENTS

We have been recognised by Apple for our growth rate and the quality of our service. In this regard, we received the following awards for our successful retailing eff orts:-

Best Apple Centre in Singapore in 2003

Best Apple Point-of-Sale (Retail Store) in Asia 2006

Best Apple Service Provider in ASEAN 2006

Top Apple Point-of-Sale (Retail Store) in Asia 2007

Our products may be categorised into the following groups:-

(a) Apple Brand Products

(b) Third-Party and Proprietary Brand Complementary Products and Other Products

We select our range of complementary products based on expected consumer demand, product quality, functionality, appearance, fi nishing, packaging and pricing.

i. Third-Party Brand Complementary Products

We source for complementary products of other brands to meet the varied needs of our customers.

ii. Proprietary Brand Complementary Products

We started to market and retail a range of complementary products under our own proprietary brand, iWorld, in December 2004 as part of our strategy to capitalise on our strengths in the complementary products business.

iii. Other products

We carry other products which appeal to our gadget savvy customers, some of these include the Xbox and gaming software.

Corporate Profi le

Product Range

Applications should be received by 12.00 noon on 16 January 2008 or such other time and date as our Company may, in consultation with the Joint Lead Managers, decide, subject to any limitation under all applicable laws.

Top Apple Point-of-Sale (Retail Store) in Asia 2007

With the improving quality of life and growing consumer affl uence in South East Asian countries like Singapore and Malaysia, we see an apparent shift in consumer demand, from functional merchandise to aesthetic merchandise. Electronic goods are becoming fashion statements for consumers with a myriad of designs, styles and colours available now. With our off ering of digital lifestyle products at our EpiCentres, we are well-positioned to cater to this trend.

The economic growth in Singapore and Malaysia will continue to drive consumer spending in the retail sector. With growing affl uence and improving lifestyle, digital goods are becoming part and parcel of an urbanites life and the demand for such goods is likely to increase.

Aff ordable air travel and the promotion of tourism by Singapore and Malaysia, in particular, augur well for our business as our EpiCentres are strategically located in shopping districts which are likely to benefi t from the increased tourist traffi c.

There is also a growing popularity for Apple brand products among consumers. This was contributed in part when Apple Inc. in 2005, started to produce Apple brand PCs and notebooks which use Intel processors that enable them to run both the Windows operating system and the Mac OS. Furthermore, with the impending launch of the iPhone in Asia in 2008, we believe that the sales of Apple brand products and their related accessories would continue to increase.

Expansion of business operations in Singapore and increase of our geographical presence in the Asian market

We intend to extend our coverage of the Singapore market and increase our market share by increasing the number of our EpiCentres in other suitable locations in Singapore. As such, we are constantly looking for suitable locations to set up new retail outlets. We have been invited to set up a retail outlet in Marina Bay Sands, which is currently under construction and expected to commence operations in 2009. We are currently in discussion with the land-lord on the terms and conditions of the lease.

We are also actively looking for opportunities to expand our operations into Malaysia and have in September 2007 set up our fl agship store, EpiCentre@Pavilion, at Pavilion Kuala Lumpur in Malaysia. We also intend to penetrate new markets in other parts of Asia through various means.

To expand our product range

We intend to expand our product range by sourcing for new distributorships and principals and expanding the distribution rights from our existing principals. We are also looking to develop our range of proprietary brand products by starting an in-house industrial design team for our proprietary brand products.

To expand our business through acquisitions, joint ventures or strategic alliances

We intend to expand our business through acquisitions, joint ventures or form strategic alliances with companies which we believe are complementary to our business.

Prospects

Future Plans

Strong public image and customer confi dence

To the best of our knowledge, we are the fi rst Apple Premium Reseller in Asia and are known for our excellent customer service and commitment to providing the best shopping experience. Despite our short presence in the industry, we built an established track record and carved a strong brand name. Building on customer goodwill, we have approximately 60,000 loyalty customers and about 400 customers make purchases at our two EpiCentre stores in Singapore on each business day.

One-stop service

We are a one-stop concept store that caters to our customers every need, from the primary product to a wide range of complementary products. In addition, we also off er further value-added and after-sales services such as:

Complimentary seminars on how to operate iPods and Macs and training and workshop programmes on specialised topics;

An iConcierge service which provides consultancy services at our EpiCentres and necessary assistance to customers;

An after-sales support hotline manned by the iConcierge for seven days a week during the operational hours of our EpiCentres; and

Trade-in services for iPods and Macs.

Customer service-oriented approach

We place our customers needs fi rst, which is why our sales team is encouraged to spend as much time as required with customers and allow them to take as much time as needed to examine products of interest to them. The layout of our Epicentres are also designed to provide customers with an interactive retail experience, allowing our customers to view and test our full range of products prior to purchase.

Economies of scale

We enjoy economies of scale due to the size of our operations. This allows us to negotiate for more favourable pricing terms with third-party brand complementary product principals / distributors who can off er us lower prices for bulk purchases. Lower costs due to economies of scale allow us to have more fl exibility in the pricing of third-party brand complementary products.

Good relationships with our principals/distributors

We have developed good working relationships with our principals as seen by the numerous awards we have received from Apple. With respect to third-party brand complementary products, we have maintained long-term relationships with the respective principals / distributors and have not been terminated by any of them.

Competitive Strengths

Premium Reseller

3.5m

2.0m

0.9m

CAGR

97.2%

FY05

FY06 FY07

76.2%

23.8%

75.6%

24.4%

14.9%

85.1%

51.0m

37.8m

26.1m

CAGR 39.8%

FY05 FY06 FY07

Revenue S$m Profi t After Tax S$m

Apple brand products(S$mil)

Third-party & Proprietybrand complimentary products & other products (S$mil)

TOTAL

22.2

3.9

26.1

28.6

9.2

37.8

38.8

12.2

51.0

FY06 FY07

FY05

CONTENTS

CORPORATE INFORMATION ............................................................................................................ 5

DEFINITIONS ...................................................................................................................................... 7

GLOSSARY OF TECHNICAL TERMS ................................................................................................ 12

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS...................................... 14

SELLING RESTRICTIONS .................................................................................................................. 16

DETAILS OF THE INVITATION............................................................................................................ 17

INDICATIVE TIMETABLE FOR LISTING ............................................................................................ 21

PLAN OF DISTRIBUTION .................................................................................................................. 22

REPLACEMENT OF SGX-SESDAQ BY CATALIST .......................................................................... 24

PROSPECTUS SUMMARY ................................................................................................................ 25

THE INVITATION.................................................................................................................................. 28

SUMMARY FINANCIAL DATA ............................................................................................................ 29

EXCHANGE RATES ............................................................................................................................ 31

RISK FACTORS .................................................................................................................................. 32

RISKS RELATING TO OUR BUSINESS ............................................................................................ 32

RISKS RELATING TO THE RETAIL INDUSTRY................................................................................ 36

RISKS RELATING TO OPERATIONS IN MALAYSIA ........................................................................ 38

RISKS RELATING TO OWNERSHIP OF OUR SHARES .................................................................. 39

INVITATION STATISTICS .................................................................................................................... 42

USE OF PROCEEDS .......................................................................................................................... 44

DIVIDEND POLICY .............................................................................................................................. 45

SHARE CAPITAL ................................................................................................................................ 46

SHAREHOLDERS .............................................................................................................................. 48

OWNERSHIP STRUCTURE .............................................................................................................. 48

MORATORIUM .................................................................................................................................. 49

CAPITALISATION AND INDEBTEDNESS .......................................................................................... 50

RELEASE OF PERSONAL GUARANTEES ...................................................................................... 52

CONTINGENT LIABILITIES .............................................................................................................. 52

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DILUTION ............................................................................................................................................ 53

RESTRUCTURING EXERCISE .......................................................................................................... 54

GROUP STRUCTURE ........................................................................................................................ 55

SELECTED GROUP FINANCIAL INFORMATION.............................................................................. 56

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OFOPERATIONS .................................................................................................................................... 58

OVERVIEW ........................................................................................................................................ 58

RESULTS OF OPERATIONS ............................................................................................................ 60

REVIEW OF FINANCIAL POSITION ................................................................................................ 64

LIQUIDITY AND CAPITAL RESOURCES.......................................................................................... 65

CAPITAL EXPENDITURES, DIVESTMENTS AND COMMITMENTS .............................................. 66

INFLATION ........................................................................................................................................ 67

FOREIGN EXCHANGE EXPOSURE ................................................................................................ 67

GENERAL INFORMATION ON OUR GROUP .................................................................................... 68

HISTORY............................................................................................................................................ 68

BUSINESS OVERVIEW .................................................................................................................... 69

SEASONALITY .................................................................................................................................. 73

QUALITY ASSURANCE .................................................................................................................... 73

STAFF TRAINING .............................................................................................................................. 74

MAJOR CUSTOMERS ...................................................................................................................... 74

CREDIT MANAGEMENT .................................................................................................................. 74

MAJOR SUPPLIERS.......................................................................................................................... 75

INVENTORY MANAGEMENT ............................................................................................................ 75

MARKETING AND PROMOTION ...................................................................................................... 76

INSURANCE ...................................................................................................................................... 77

INTELLECTUAL PROPERTY ............................................................................................................ 77

GOVERNMENT REGULATIONS........................................................................................................ 78

RESEARCH AND DEVELOPMENT .................................................................................................. 79

COMPETITION .................................................................................................................................. 80

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COMPETITIVE STRENGTHS............................................................................................................ 80

PROPERTIES AND FIXED ASSETS ................................................................................................ 82

PROSPECTS...................................................................................................................................... 83

TREND INFORMATION .................................................................................................................... 85

BUSINESS STRATEGIES .................................................................................................................. 85

FUTURE PLANS ................................................................................................................................ 87

INTERESTED PERSON TRANSACTIONS AND POTENTIAL CONFLICTS OF INTERESTS .......... 88

INTERESTED PERSON TRANSACTIONS........................................................................................ 88

PAST INTERESTED PERSON TRANSACTIONS ............................................................................ 88

PRESENT AND ON-GOING INTERESTED PERSON TRANSACTIONS ........................................ 88

REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS .................... 89

ADDITIONAL PROCEDURES FOR ALL INTERESTED PERSON TRANSACTIONS ...................... 90

POTENTIAL CONFLICTS OF INTERESTS ...................................................................................... 90

INTERESTS OF EXPERTS................................................................................................................ 91

INTERESTS OF UNDERWRITERS OR FINANCIAL ADVISERS...................................................... 91

DIRECTORS, MANAGEMENT AND STAFF ...................................................................................... 92

DIRECTORS ...................................................................................................................................... 92

EXECUTIVE OFFICERS.................................................................................................................... 95

MANAGEMENT REPORTING STRUCTURE .................................................................................... 96

DIRECTORS AND EXECUTIVE OFFICERS REMUNERATION ...................................................... 97

SERVICE AGREEMENTS.................................................................................................................. 97

EMPLOYEES...................................................................................................................................... 99

CORPORATE GOVERNANCE ............................................................................................................ 100

NOMINATING COMMITTEE .............................................................................................................. 100

REMUNERATION COMMITTEE ........................................................................................................ 100

AUDIT COMMITTEE .......................................................................................................................... 101

BOARD PRACTICES ........................................................................................................................ 101

DESCRIPTION OF ORDINARY SHARES .......................................................................................... 102

EXCHANGE CONTROLS .................................................................................................................... 106

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TAXATION ............................................................................................................................................ 107

CLEARANCE AND SETTLEMENT .................................................................................................... 110

GENERAL AND STATUTORY INFORMATION .................................................................................. 111

APPENDIX I INDEPENDENT AUDITORS REPORT ON COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2005, 2006AND 2007 .............................................................................................................. I-1

APPENDIX II SUMMARY OF SELECTED ARTICLES OF ASSOCIATION OF OUR COMPANY ............................................................................................................ II-1

APPENDIX III TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION ANDACCEPTANCE ...................................................................................................... III-1

APPENDIX IV KEY CHANGES UNDER CATALIST RULES ...................................................... IV-1

4

CORPORATE INFORMATION

BOARD OF DIRECTORS : Mr Jimmy Fong Teck Loon (Chief Executive Officer)Mr Johnson Goh Ann Ann (Chief Operations Officer)Ms Brenda Yeo (Executive Director)Mr Siow Chee Keong (Lead Independent Director)Mr Lee Keen Whye (Independent Director)Mr Liu Zhipeng (Independent Director)

COMPANY SECRETARY : Ng Peishi Loseana, LLB (Honours)

REGISTERED OFFICE : 501 Orchard Road, #02-20/22Wheelock PlaceSingapore 238880

SHARE REGISTRAR AND : Boardroom Corporate & Advisory Services Pte. Ltd.SHARE TRANSFER OFFICE 3 Church Street, #08-01

Samsung HubSingapore 049483

JOINT LEAD MANAGERS : DMG & Partners Securities Pte. Ltd.20 Raffles Place, #22-01Ocean Towers Singapore 048620

PrimePartners Corporate Finance Pte. Ltd.1 Raffles Place, #30-03OUB CentreSingapore 048616

UNDERWRITER AND : DMG & Partners Securities Pte. Ltd.PLACEMENT AGENT 20 Raffles Place, #22-01

Ocean Towers Singapore 048620

INDEPENDENT REPORTING : BDO RafflesAUDITORS Certified Public Accountants

5 Shenton Way, #07-01UIC BuildingSingapore 068808

Partner-in-charge: Chia Soo Hien(Certified Public Accountant, a member of the Institute ofCertified Public Accountants of Singapore)

SOLICITORS TO THE : Shook Lin & Bok LLPINVITATION 1 Robinson Road, #18-00

AIA Tower Singapore 048542

LEGAL ADVISOR TO OUR : Lee & Tengku AzrinaCOMPANY ON MALAYSIAN Unit 13.01 Level 13 Mailbox 101LAW Menara Landmark

12 Jalan Ngee Heng80000 Johor BahruJohor, Malaysia

5

PRINCIPAL BANKER : Oversea-Chinese Banking Corporation Limited65 Chulia StreetOCBC CentreSingapore 049513

RECEIVING BANKER : Oversea-Chinese Banking Corporation Limited65 Chulia StreetOCBC CentreSingapore 049513

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DEFINITIONS

In this Prospectus and the accompanying Application Forms, the following definitions apply where thecontext so admits:-

GROUP COMPANIES Company or Afor Limited : Afor Limited. The terms we, our, our Company or us have

correlative meanings

Group : Our Company and our subsidiaries

ACDC : ACDC Technologies Pte. Ltd.

Afor (Malaysia) : Afor Sdn. Bhd.OTHER CORPORATIONS AND AGENCIESApple : Apple Inc., a USA multinational corporation incorporated under

the laws of the State of California

Authority : The Monetary Authority of Singapore

Catalist : Sponsor-supervised board

CDP : The Central Depository (Pte) Limited

DLO : Digital Lifestyle Outfitters

DMG : DMG & Partners Securities Pte. Ltd.

Joint Lead Managers : DMG and PrimePartners

Participating Banks : United Overseas Bank Limited (UOB) and its subsidiary, FarEastern Bank Limited (the UOB Group); DBS Bank Ltd(including POSB) (DBS) and Oversea-Chinese BankingCorporation Limited (OCBC)

PrimePartners : PrimePartners Corporate Finance Pte. Ltd.

SCCS : Securities Clearing & Computer Services (Pte) Ltd

SGX-SESDAQ : SGX-ST Dealing and Automated Quotation System

SGX-ST : Singapore Exchange Securities Trading Limited

Share Registrar : Boardroom Corporate & Advisory Services Pte. Ltd.

Underwriter, or : DMG & Partners Securities Pte. Ltd.Placement Agent

GENERAL ATM : Automated teller machines of a Participating Bank

Application Forms : The printed application forms to be used for the purpose of theInvitation and which form part of this Prospectus

Application List : The list of applications for subscription of the Invitation Shares

7

Articles of Association : The articles of association of our Company

Associate : (a) in relation to any director, chief executive officer,substantial shareholder or controlling shareholder (beingan individual) means:-

(i) his immediate family;

(ii) the trustees, acting in their capacity as suchtrustees, of any trust of which he or his immediatefamily is a beneficiary or, in the case of adiscretionary trust, is a discretionary object; or

(iii) any company in which he and his immediate familytogether (directly or indirectly) have an interest of30% or more of the aggregate of the nominalamount of all the voting shares;

(b) in relation to a substantial shareholder or a controllingshareholder (being a company) means any other companywhich is its subsidiary or holding company or is a fellowsubsidiary of any such holding company or one in theequity of which it and/or such other company or companiestaken together (directly or indirectly) have an interest of30% or more

associated company : In relation to a corporation, means:-

(a) any corporation in which the corporation or its subsidiaryhas, or the corporation and its subsidiary together have, adirect interest of not less than 20% but not more than 50%of the aggregate of the nominal amount of all the votingshares; or

(b) any corporation, other than a subsidiary of the corporationor a corporation which is an associated company by virtueof paragraph (a), the policies of which the corporation or itssubsidiary, or the corporation together with its subsidiary, isable to control or influence materially.

Audit Committee : The audit committee of our Company as at the date of thisProspectus, unless otherwise stated

Board or Board of Directors : The board of Directors of our Company as at the date of thisProspectus, unless otherwise stated

CPF : The Central Provident Fund

Companies Act : The Companies Act (Chapter 50) of Singapore

Controlling Shareholder : In relation to a corporation,

(a) a person who has an interest in the voting shares of acorporation and who exercises control over the corporation;or

8

(b) a person who has an interest of 15% or more of theaggregate of the nominal amount of all the voting shares ina corporation, unless he does not exercise control over thecorporation

Directors : The directors of our Company as at the date of this Prospectus,unless otherwise stated

EPS : Earnings per Share

EpiCentre(s) : EpiCentres located at Wheelock Place, Suntec City Mall andPavilion Kuala Lumpur in Malaysia, or any one of them

Electronic Applications : Applications for the Offer Shares made through an ATM orthrough IB websites in accordance with the terms and conditionsof this Prospectus

Executive Directors : The executive Directors of our Company as at the date of thisProspectus, namely Messrs Jimmy Fong Teck Loon, JohnsonGoh Ann Ann and Brenda Yeo

Executive Officers : The executive officers of our Group as at the date of thisProspectus, unless otherwise stated

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

FWL : Foreign Worker Levy

GST : Singapore goods and services tax of 7%

IB : Internet Banking

IB Website : IB website of the Participating Banks

Independent Directors : The independent Directors of our Company as at the date of thisProspectus

Invitation : Our invitation to the public in Singapore to subscribe for theInvitation Shares at the Issue Price, subject to and on the termsand conditions of this Prospectus

Issue Price : $0.33 for each New Share

Latest Practicable Date : 10 December 2007, being the latest practicable date for thepurposes of lodgement of this Prospectus

Listing Manual : The Listing Manual of the SGX-ST

Market Day : A day on which the SGX-ST is open for trading in securities

Memorandum of Association : The memorandum of association of our Company

New Shares or : The 23,500,000 new Shares for which we invite applications toInvitation Shares subscribe for pursuant to the Invitation, subject to and on the

terms and conditions of this Prospectus

Nominating Committee : The nominating committee of our Company as at the date of thisProspectus, unless otherwise stated

9

NTA : Net tangible assets

Offer : The offer by our Company of the Offer Shares to the public inSingapore for subscription at the Issue Price subject to and onthe terms and conditions of this Prospectus

Offer Shares : 1,000,000 of the New Shares which are the subject of the Offer

PBT : Profit before income tax

PER : Price earnings ratio

period under review : The period which comprises FY2005, FY2006 and FY2007

Placement : The placement of the Placement Shares by the placementagent(s) on behalf of our Company for subscription at the IssuePrice subject to and on the terms and conditions of thisProspectus

Placement Shares : 22,500,000 of the New Shares (including the Reserved Shares),which are the subject of the Placement

Prospectus : This prospectus dated 10 January 2008 issued by our Companyin respect of the Invitation

Remuneration Committee : The remuneration committee of our Company as at the date ofthis Prospectus, unless otherwise stated

Reserved Shares : The 700,000 Placement Shares reserved for IndependentDirectors, management, employees and those who havecontributed to the success of our Group

Restructuring Exercise : The corporate restructuring exercise undertaken in connectionwith the Invitation as described in the section entitledRestructuring Exercise of this Prospectus

SFA : The Securities and Futures Act (Chapter 289) of Singapore

SIBOR : Singapore inter-bank offered rate

Securities Account : The securities account maintained by a depositor with CDP

Service Agreements : The service agreements entered into between our Company andMessrs Jimmy Fong Teck Loon and Johnson Goh Ann Ann asdescribed in the section entitled Service Agreements of thisProspectus

Shares : Ordinary shares in the capital of our Company

Shareholders : The registered shareholders of our Company, except where theregistered shareholder is CDP, the term Shareholders shall, inrelation to such Shares, mean the Depositors whose SecuritiesAccounts are credited with Shares

SDF : Skills Development Fund

10

Substantial Shareholders : Persons who have an interest in the Shares, the nominal amountof which is not less then 5% of the aggregate of the nominalamount of all the voting shares of our Company

CURRENCIES, UNITS AND OTHERSRM : Malaysian Ringgit

$ or S$ and cents : Singapore dollars and cents respectively

sq ft : Square feet

USA or United States : United States of America

US$ and US cents : United States dollars and cents respectively

% or per cent. : Per centum or percentage

The expressions Depositor, Depository Agent and Depository Register shall have the meaningsascribed to them respectively in Section 130A of the Companies Act.

Words importing the singular shall, where applicable, include the plural and vice versa and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter genders andvice versa. References to persons shall include corporations.

Any reference in this Prospectus, the Application Forms and Electronic Applications to any statute orenactment is a reference to that statute or enactment as for the time being amended or re-enacted. Anyword defined under the Companies Act, the SFA or any statutory modification thereof and used in thisProspectus, the Application Forms and Electronic Applications shall, where applicable, have the meaningassigned to it under the Companies Act, the SFA or any statutory modification thereof, as the case maybe.

Any reference in this Prospectus, the Application Forms and Electronic Applications to Shares beingallotted to an applicant includes allotment to CDP for the account of that Applicant.

Any reference to a time of day in this Prospectus shall be a reference to Singapore time unless otherwisestated.

References in this Prospectus to we, us, our and ourselves refer to our Group, our Company, or anymember of our Group as the context requires.

Any discrepancies in the tables included herein between the listed amounts and the totals thereof aredue to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmeticaggregation of the figures that precede them.

11

GLOSSARY OF TECHNICAL TERMS

The glossary contains explanations of certain technical terms and abbreviations used in this Prospectusin connection with our Group and our business. The terms and abbreviations and the assignedmeanings may not correspond to standard industry meanings and usage of these terms.

AppleCentre or Apple : A retail outlet specialising in the sale of Apple brand productsPremium Reseller and its complementary products. AppleCentres were re-

branded as Apple Premium Resellers in July 2006 as part ofthe renaming requirements by Apple.

Apple TV : A digital media receiver manufactured, marketed and sold byApple. It is a network device designed to play digital contentoriginating from any Mac OS or Windows computer runningiTunes onto an enhanced-definition or high-definitionwidescreen television. Apple TV can function as either a hometheatre-connected iPod device or a digital media receiver,depending on the needs of the user. (Apple TV is a trademarkof Apple Inc.)

Apple Authorised Service : A qualifying reseller, integrator, and/or service provider whoProvider offers customers service and support by performing upgrades,

setup and installation, warranty repairs, and other value-addedservices.

digital media receiver : A home entertainment device used to connect a home theatresystem to a computer network in order to retrieve media files(music, pictures, video). It allows user(s) to play media such asmovies or music through their home entertainment system.

FM frequency : The designated speed at which radio signals are transmitted.

FM transmitter : A portable device that plugs into the output port of a portablemedia device and broadcasts the output through a transmitterthrough a FM frequency. Such FM transmitters allow portablemedia devices to play music through a car stereo or a radio.

gaming software : A popular form of specialty software which is mainly used forentertainment purposes. Gaming software can be categorisedinto software designed for the personal computer (PC) orconsole (e.g. Nintendo, Xbox, PS2). Web-based and arcadespecialty software are also available.

High-definition television : A digital television broadcasting system with a significantly(HDTV) higher resolution than traditional formats.

iPhone : A multimedia and Internet-enabled mobile phone designed andsold by Apple. (iPhone is a trademark of Apple Inc.)

iPod : Portable digital music players from Apple. (iPod is a trademarkof Apple Inc.)

IT : Information technology; the science and activity of usingcomputers and other electronic equipment to store and sendinformation.

12

iTunes : A digital media player application meant for playing andorganising digital music and video files. The program is also aninterface to manage the contents on Apples iPod digital mediaplayers. (iTunes is a trademark of Apple Inc.)

lifestyle products : Products that appeal aesthetically to targeted consumers orcustomers and through the use of these products portrays toothers or themselves as sophisticated customers in respect ofattitude, motivation and aspirations.

Macintosh or Mac : A personal computer designed, developed, manufactured andmarketed by Apple. (Macintosh and Mac are trademarks ofApple Inc.)

Mac OS : Mac OS is the trademarked name for a series of operatingsystems developed by Apple Inc. for their Macintosh line ofcomputer systems. (Mac OS is a trademark of Apple Inc.)

operating system or OS : A set of computer programs that manage the hardware andsoftware resources of a computer.

ODM : Original design manufacturer; a company that designs andmanufactures a product which ultimately will be branded byanother company for sale.

OEM : Original equipment manufacturer; a company that manufacturesa product and sells it to a reseller who resells the productusually under its own brand name.

video game console : An interactive entertainment computer or electronic device thatmanipulates the video display signal of a display device (atelevision, monitor, etc.) to display a game.

Windows operating system : The generic name for the series of operating systems designedby Microsoft for use on personal computers.

Xbox : A video game console system created by Microsoft.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this Prospectus, statements made in press releases and oral statements thatmay be made by us or our Directors, Executive Officers or employees acting on our behalf, that are notstatements of historical fact, constitute forward-looking statements. You can identify some of theseforward-looking statements by terms such as expects, believes, plans, intends, estimates,anticipates, may, will, would and could or similar words. However, you should note that thesewords are not the exclusive means of identifying forward-looking statements. All statements regarding ourexpected financial position, business strategies, 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 Prospectus regarding matters that are not historical fact,

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

(i) changes in political, social and economic conditions, stock or securities market conditions and theregulatory environment in Singapore and other countries in which we conduct business;

(ii) changes in currency exchange rates;

(iii) our anticipated growth strategies and expected internal growth;

(iv) changes in the availability and prices of goods which we require to operate our business;

(v) changes in customer preferences;

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

(vii) changes in our future capital needs and the availability of financing and capital to fund such needs;and

(viii) other factors beyond our control.

Some of these risk factors are discussed in more detail under the section entitled Risk Factors of thisProspectus.

All forward-looking statements made by or attributable to us or our Directors, Executive Officers oremployees acting on our behalf, or other persons acting on our behalf, contained in this Prospectus areexpressly qualified in their entirety by such factors.

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Given the risks and uncertainties that may cause our actual future results, performance or achievementsto be materially different than expected, expressed or implied by the forward-looking statements in thisProspectus, undue reliance should not be placed on these statements which apply only as at the date ofthis Prospectus. Neither our Company, the Joint Lead Managers, the Underwriter and the PlacementAgent nor any other person represents or warrants that our Groups actual future results, performance orachievements will be as discussed in those statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as aresult of the risks faced by us. We, the Joint Lead Managers, the Underwriter and the Placement Agentdisclaim any responsibility to update any of those forward-looking statements or publicly announce anyrevisions to those forward-looking statements to reflect future developments, events or circumstances.We are, however, subject to the provisions of the SFA and the Listing Manual of the SGX-ST regardingcorporate disclosure. In particular, pursuant to Section 241 of the SFA, if after the Prospectus isregistered but before the close of the Invitation, our Company becomes aware of (a) a false or misleadingstatement or matter in the Prospectus; (b) an omission from the Prospectus of any information thatshould have been included in it under Section 243 of the SFA; or (c) a new circumstance that has arisensince the Prospectus was lodged with the Authority and would have been required by Section 243 of theSFA to be included in the Prospectus, if it had arisen before the Prospectus was lodged and that ismaterially adverse from the point of view of an investor, our Company may lodge a supplementary orreplacement prospectus with the Authority.

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SELLING RESTRICTIONS

This Prospectus does not constitute an offer, solicitation or invitation to subscribe for the New Shares inany jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to anyperson to whom it is unlawful to make such offer, solicitation or invitation. No action has been or will betaken under the requirements of the legislation or regulations of, or of the legal or regulatory authoritiesof any jurisdiction, except for the lodgement and/or registration of this Prospectus in Singapore in orderto permit a public offering of the New Shares and the public distribution of this Prospectus in Singapore.The distribution of this Prospectus and the offering of the New Shares in certain jurisdictions may berestricted by the relevant laws in such jurisdictions. Persons who may come into possession of thisProspectus are required by our Company, the Joint Lead Managers, the Underwriter and the PlacementAgent to inform themselves about, and to observe and comply with, any such restrictions at their ownexpense and without liability to us, the Joint Lead Managers, the Underwriter and the Placement Agent.

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DETAILS OF THE INVITATION

LISTING ON CATALIST We have applied to the SGX-ST for permission to deal in and for quotation of, all our Shares alreadyissued, including the New Shares, which are subject of the Invitation. Such permission will be grantedwhen our Company has been admitted to the Official List of Catalist. Acceptance of applications will beconditional upon, inter alia, permission being granted by the SGX-ST to deal in, and for quotation of, allour existing issued Shares and the New Shares. Monies paid in respect of any application accepted willbe returned to the applicant, without interest or any share of revenue or other benefit arising therefromand at the applicants own risk, if the said permission is not granted for any reason and the applicant willnot have any claims whatsoever against us, the Joint Lead Managers, the Underwriter or the PlacementAgent. No Shares shall be allotted and/or allocated on the basis of this Prospectus later than six monthsafter the date of registration of this Prospectus by the Authority.

The SGX-ST assumes no responsibility for the correctness of any statements or opinions made orreports contained in this Prospectus. Admission to the Official List of Catalist is not to be taken as anindication of the merits of the Invitation, our Company, our subsidiaries, our Shares or the New Shares.

A copy of this Prospectus has been lodged with and registered by the Authority. The Authority assumesno responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority doesnot imply that the SFA, or any other legal or regulatory requirements, have been complied with. TheAuthority has not, in any way, considered the merits of our Shares or the New Shares, as the case maybe, being offered or in respect of which an invitation is made, for investment.

We are subject to the provisions of the SFA and the Listing Manual regarding corporate disclosure. Inparticular, if after this Prospectus is registered but before the close of the Invitation, we become aware of:

(a) a false or misleading statement or matter in the Prospectus;

(b) an omission from the Prospectus of any information that should be have been included in it underSection 243 of the SFA; or

(c) a new circumstance that has arisen since the Prospectus was lodged with the Authority whichwould have been required by Section 243 of the SFA to be included in the Prospectus if it hadarisen before this Prospectus was lodged,

and that is materially adverse from the point of view of an investor, we may lodge a supplementary orreplacement prospectus with the Authority pursuant to Section 241 of the SFA.

In the event that a supplementary or replacement prospectus is lodged with the Authority, the Invitationshall be kept open for at least 14 days after the lodgement of such supplementary or replacementprospectus.

Where prior to the lodgement of the supplementary or replacement prospectus, applications have beenmade under this Prospectus to subscribe for the New Shares and:

(a) where the New Shares have not been issued to the applicants, our Company shall either:

(ii) within two days (excluding any Saturday, Sunday or public holiday) from the date oflodgement of the supplementary or replacement prospectus, give the applicants notice inwriting of how to obtain, or arrange to receive, a copy of the supplementary or replacementprospectus, as the case may be, and provide the applicants with an option to withdraw theirapplications and take all reasonable steps to make available within a reasonable period thesupplementary or replacement prospectus, as the case may be, to the applicants if theyhave indicated that they wish to obtain, or have arranged to receive, a copy of thesupplementary or replacement prospectus;

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(ii) within seven days from the date of lodgement of the supplementary or replacementprospectus, give the applicants the supplementary or replacement prospectus, as the casemay be, and provide the applicants with an option to withdraw their applications; or

(iii) treat the applications as withdrawn and cancelled, in which case the applications shall bedeemed to have been withdrawn and cancelled, and our Company shall, within seven daysfrom the date of lodgement of the supplementary or replacement prospectus, return allmonies to the applicants paid in respect of any application, without interest or a share ofrevenue or other benefit arising therefrom; or

(b) where the New Shares have been issued to the applicants, our Company shall, either:

(i) within two days (excluding any Saturday, Sunday or public holiday) from the date oflodgement of the supplementary or replacement prospectus, give the applicants notice inwriting of how to obtain, or arrange to receive, a copy of the supplementary or replacementprospectus, as the case may be, and provide the applicants with an option to return to ourCompany the New Shares which they do not wish to retain title in and take all reasonablesteps to make available within a reasonable period the supplementary or replacementprospectus, as the case may be, to the applicants if they have indicated that they wish toobtain, or have arranged to receive, a copy of the supplementary or replacementprospectus;

(ii) within seven days from the date of lodgement of the supplementary or replacementprospectus, give the applicants the supplementary or replacement prospectus, as the casemay be, and provide the applicants with an option to return to our Company the NewShares, which they do not wish to retain title in; or

(iii) treat the issue of the New Shares as void, in which case the issue shall be deemed void andour Company shall, within seven days from the lodgement of the supplementary orreplacement prospectus, return all monies paid to the applicants in respect of anyapplication, without interest or a share of revenue or other benefit arising therefrom and attheir own risk, and the applicants will not have any claims whatsoever against us, the JointLead Managers, the Underwriter or the Placement Agent.

Any applicant who wishes to exercise his option under paragraph (a)(i) or (ii) to withdraw his applicationshall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notifyour Company of this, whereupon our Company shall, within seven days from the receipt of suchnotification, return to him the application monies without interest or any share of revenue or other benefitarising therefrom and at the applicants risk.

An applicant who wishes to exercise his option under paragraph (b)(i) or (ii) to return our Sharesissued/sold to him shall, within 14 days from the date of lodgement of the supplementary or replacementprospectus, notify us of this and return all documents, if any, purporting to be evidence of title to thoseShares to our Company, whereupon our Company shall, within 7 days from the receipt of suchnotification and documents, if any, pay to him all monies paid by him for those Shares without interest orany share of revenue or benefit arising therefrom, at the applicants own risk and the issue of thoseShares shall be deemed void.

Under the SFA, the Authority may, in certain circumstances issue a stop order (the Stop Order) to ourCompany, directing that no Shares or no further Shares to which this Prospectus relates, be allotted orissued. Such circumstances will include a situation where this Prospectus (i) contains a statement ormatter, which in the opinion of the Authority is false or misleading, (ii) omits any information that shouldbe included in accordance with the SFA or (iii) does not in the opinion of the Authority, comply with therequirements of the SFA or (iv) if the Authority is of the opinion that it is in the public interest to do so.

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Where the Authority issues a Stop Order pursuant to Section 242 of the SFA, and:

(a) in the case where the New Shares have not been issued to the applicants, the applications of theNew Shares pursuant to the Invitation shall be deemed to have been withdrawn and cancelled andour Company shall, within 14 days from the date of the Stop Order, pay to the applicants allmonies the applicants have paid on account of their applications for the New Shares; or

(b) in the case where the New Shares have been issued to the applicants, the issue of the NewShares pursuant to the Invitation shall be deemed to be void and our Company shall, within 14days from the date of the Stop Order, pay to the applicants all monies paid by them for the NewShares.

Such monies paid in respect of any application will be returned to the applicant at the applicants ownrisk, without interest or any share or revenue or other benefit arising therefrom, and the applicant will nothave any claim against us, the Joint Lead Managers, the Underwriter or the Placement Agent.

This Prospectus has been seen and approved by our Directors and they individually and collectivelyaccept full responsibility for the accuracy of the information given in this Prospectus and confirm, havingmade all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and theopinions, intentions and expectations expressed in this Prospectus are true, fair and accurate and notmisleading in all material respects as at the date of this Prospectus and that there are no material factsthe omission of which would make any statements in the Prospectus misleading, and that thisProspectus constitutes full and true disclosure of all material facts about the Invitation, our Group, ourShares and the New Shares.

Neither our Company, the Joint Lead Managers, the Underwriter and the Placement Agent nor any otherparties involved in the Invitation is making any representation to any person regarding the legality of aninvestment by such person under any investment or other laws or regulations. No information in thisProspectus should be considered as being business, legal or tax advice regarding an investment in ourShares. Each prospective investor should consult his own professional or other advisers for business,legal or tax advice regarding an investment in our Shares.

No person has been or is authorised to give any information or to make any representation not containedin this Prospectus in connection with the Invitation and, if given or made, such information orrepresentation must not be relied upon as having been authorised by us, the Joint Lead Managers, theUnderwriter and the Placement Agent. Neither the delivery of this Prospectus and the Application Formsnor any documents relating to the Invitation, nor the Invitation shall, under any circumstances, constitutea continuing representation or create any suggestion or implication that there has been no change in ouraffairs or in the statements of fact or information contained in this Prospectus since the date of thisProspectus. Where such changes occur, we may make an announcement of the same to the SGX-STand/or the Authority and will comply with the requirements of the SFA and/or any other requirements ofthe SGX-ST and/or the Authority. All applicants should take note of any such announcements and, uponthe release of such an announcement, shall be deemed to have notice of such changes. Save asexpressly stated in this Prospectus, nothing herein is, or may be relied upon as, a promise orrepresentation as to our future performance or policies.

This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied uponby any other persons other than the applicants in connection with their application for the New Shares orfor any other purpose.

This Prospectus does not constitute an offer, solicitation or invitation of the New Shares in anyjurisdiction in which such offer, or solicitation or invitation is unlawful or unauthorised nor does itconstitute an offer, solicitation or invitation to any person to whom it is unlawful to make suchoffer, solicitation or invitation.

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Copies of this Prospectus and the Application Forms may be obtained on request, subject to availabilityduring office hours, from:-

DMG & Partners Securities Pte. Ltd. PrimePartners Corporate Finance Pte. Ltd.20 Raffles Place, #22-01 1 Raffles Place, #30-03

Ocean Towers OUB CentreSingapore 048620 Singapore 048616

and members of the Association of Banks in Singapore, members of the SGX-ST and merchant banks inSingapore. A copy of this Prospectus is also available on the SGX-ST website http://www.sgx.com andthe Authoritys website http://masnet.mas.gov.sg/opera/sdrprosp.nsf.

The Invitation will be open from 11 January 2008 to 16 January 2008.

The Application List will open at 10.00 a.m. on 16 January 2008 and will remain open until 12.00noon on the same day or for such further period or periods as our Directors may, in consultationwith the Joint Lead Managers, the Underwriter and the Placement Agent, in their absolutediscretion decide, subject to any limitation under all applicable laws and regulations. In the eventa supplementary prospectus or replacement prospectus is lodged with the Authority, theApplication List will remain open for at least 14 days after the lodgement of the supplementary orreplacement prospectus.

Details of the procedures for applications to subscribe for the New Shares are set out inAppendix III of this Prospectus.

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INDICATIVE TIMETABLE FOR LISTING

An indicative timetable is set out below for reference:-

Indicative date/time Event

16 January 2008 at 12.00 noon Close of Application List

17 January 2008 Balloting of applications, if necessary (in the event of over-subscription for the Offer Shares)

18 January 2008 at 9.00 a.m. Commence trading on a ready basis

23 January 2008 Settlement date for all trades done on a ready basis on 18January 2008

The above timetable is only indicative as it assumes that the date of closing of the Application List is 16January 2008, the date of admission of our Company to the Official List of Catalist is 18 January 2008,the SGX-STs shareholding spread requirement will be complied with and the New Shares will be issuedand fully paid-up prior to 18 January 2008.

The above timetable and procedures may be subject to such modification as the SGX-ST may, in itsabsolute discretion, decide, including the commencement date of trading on a ready basis.

In the event of any changes in the closure of the Application List or the time period during which theInvitation is open, we will publicly announce the same:-

(a) through SGXNET announcement to be posted on the internet at the SGX-ST websitehttp://www.sgx.com; and

(b) in a local newspaper(s).

We will provide details of the results of the Invitation through the channels described in (a) and (b) above.

Investors should consult the SGX-STs announcement on ready trading date on the Internet (at SGX-STwebsite http://www.sgx.com), Teletext or the newspapers or check with their brokers on the date on whichtrading on a ready basis will commence.

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PLAN OF DISTRIBUTION

CATALISTThe Invitation is for 23,500,000 New Shares offered in Singapore by way of public offer and placementcomprising 1,000,000 Offer Shares and 22,500,000 Placement Shares (including up to 700,000Reserved Shares) jointly managed by DMG and PrimePartners and underwritten by DMG.

The Issue Price is determined by us in consultation with the Joint Lead Managers, the Underwriter andthe Placement Agent based on market conditions and estimated market demand for our Sharesdetermined through a book-building process. The Issue Price is the same for each New Share and ispayable in full on application.

There are no arrangements whereby the number of Shares being offered pursuant to this Invitation maybe increased by the exercise of an underwriters over-allotment option.

OFFER SHARESPursuant to the Management and Underwriting Agreement entered into between us and the Joint LeadManagers and the Underwriter as set out in the section General and Statutory Information of thisProspectus, we have appointed DMG and PrimePartners to manage the Invitation and DMG tounderwrite the 1,000,000 Offer Shares. DMG and PrimePartners will receive a management fee andDMG an underwriting commission of 2.50 per cent. of the Issue Price for the Offer Shares payable by usfor subscribing or procuring subscribers for such Offer Shares not subscribed for by the public and willpay or procure payment to us for such Offer Shares. DMG may, at is absolute discretion, appoint one ormore sub-underwriters for the Offer Shares. Members of the public may apply for the Offer Shares byway of printed Application Forms or by Electronic Application as described under Terms, Conditions andProcedures for Application and Acceptance as set out in Appendix III of this Prospectus.

In the event of an under-subscription for the Offer Shares as at the close of the Application List, thatnumber of Offer Shares not subscribed for shall be made available to satisfy excess applications for thePlacement Shares to the extent there is an over-subscription for the Placement Shares as at the close ofthe Application List.

In the event of an over-subscription for the Offer Shares as at the close of the Application List and/or thePlacement Shares are fully subscribed or over-subscribed as at the close of the Application List, thesuccessful applications for the Offer Shares will be determined by ballot or otherwise as determined byour Company after consultation with the Joint Lead Managers and the SGX-ST.

PLACEMENT SHARESPursuant to the Placement Agreement entered into between us and the Placement Agent as set out inthe section General and Statutory Information of this Prospectus, the Placement Agent agreed tosubscribe and/or procure subscribers for the 22,500,000 Placement Shares for a placement commissionof 2.75 per cent. of the Issue Price for the Placement Shares payable by us. The Placement Agent may,at its absolute discretion, appoint one or more sub-placement agents for the Placement Shares.Applications for Placement Shares may only be made by way of printed Application Forms as describedunder Terms, Conditions and Procedures for Application and Acceptance as set out in Appendix III ofthis Prospectus.

In the event of an under-subscription for the Placement Shares as at the close of the Application List,that number of Placement Shares not subscribed for shall be made available to satisfy excessapplications for the Offer Shares to the extent that there is an over-subscription for the Offer Shares as atthe close of the Application List.

Subscribers of the Placement Shares (excluding Reserved Shares) may be required to pay brokerage of1.0% of the Issue Price.

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RESERVED SHARESUp to 700,000 Placement Shares shall be reserved for Independent Directors, management, employeesand those who have contributed to the success of our Group. However, none of them will be offeredmore than 5% of the total Invitation size or 1,175,000 Invitation Shares.

In the event that any of the Reserved Shares are not taken up as at the close of the Application List, theywill be made available to satisfy excess applications for the Placement Shares to the extent there is anover-subscription for the Placement Shares as at the close of the Application List or, in the event of anunder-subscription for the Placement Shares as at the close of the Application List, to satisfy excessapplications made by members of the public for the Offer Shares to the extent there is an over-subscription for the Offer Shares as at the close of the Application List.

None of our Executive Directors or Substantial Shareholders intends to subscribe for the New Shares inthe Invitation.

None of our Independent Directors, members of our management or employees intends to subscribe formore than 5% of the New Shares in the Invitation.

To the best of our knowledge and belief, we are not aware of any person who intends to subscribe formore than 5% of the New Shares. However, through a book-building process to access market demandfor our Shares, there may be persons who may indicate an interest to subscribe for Shares amounting tomore than 5% of the New Shares. If such person (s) were to make an application for Shares amount tomore than 5% of the New Shares and are subsequently allotted such number of Shares, we will makethe necessary announcements at an appropriate time. The final allotment of Shares will be in accordancewith the shareholding spread and distribution guidelines as set out in Rule 210 of the SGX-ST ListingManual.

No Shares shall be allotted on the basis of this Prospectus later than six months after the date of thisProspectus.

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REPLACEMENT OF SGX-SESDAQ BY CATALIST

As announced by the SGX-ST on 26 November 2007, the SGX-SESDAQ has been replaced by asponsor-supervised board named Catalist on 17 December 2007. As our Company will be listed after 17December 2007, it will be listed on Catalist. The SGX-ST will publish a date (the Transition Date) fromwhich our Company and all former SGX-SESDAQ issuers now listed on Catalist will be required tocomply with the listing rules of Catalist (the Catalist Rules). At least 12 months notice will be given andthe SGX-ST may impose conditions.

Our Company must meet the following requirements by the Transition Date:-

(a) submit an undertaking to, inter alia, comply with the Catalist Rules to the SGX-ST;

(b) comply with any conditions imposed by the SGX-ST;

(c) announce our intention to the market giving no less than one months notice, including the name ofour Sponsor (as defined below) and the date from which we will comply with the Catalist Rules asagreed with the SGX-ST; and

(d) send a copy of the announcement to each Shareholder on our register at the date of theannouncement.

Until the above requirements have been met, our Company must continue to comply with theSGX-SESDAQ rules. Our Company may be delisted if we fail to comply with the above requirements bythe Transition Date.

A key feature of Catalist is that intermediaries (Sponsors) will be authorised by the SGX-ST to act aseither:-

(a) a full Sponsor, authorised to undertake activities set out in Catalist Rule 225 in preparing a listingapplicant for admission or advising an existing issuer in a very substantial acquisition or reversetakeover as well as activities set out in Catalist Rule 226 in advising an existing issuer oncompliance with the continuing obligations under the Catalist Rules; or

(b) a continuing Sponsor, authorised to undertake activities set out in Catalist Rule 226 in advising anexisting issuer on compliance with the continuing obligations under the Catalist Rules.

With effect from the day from which we shall comply with the Catalist Rules, we must retain a Sponsor atall times or face delisting. The Sponsor will review all documents to be released by us on Catalist toShareholders or to the market (including announcements, resolutions contained in notices of meetings,circulars and corporate actions) before release, to ensure that our Company complies with the CatalistRules and makes the appropriate disclosures.

Please refer to the Key Changes Under Catalist Rules in Appendix IV of this Prospectus for informationon the key changes which will affect our Company upon the Catalist Rules coming into effect.

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PROSPECTUS SUMMARY

The following summary highlights certain information found in greater detail elsewhere in this Prospectus.In addition to this summary, prospective investors should read the entire Prospectus carefully, especiallythe section entitled Risk Factors of this Prospectus, before deciding to invest in our Shares.

OVERVIEW OF OUR GROUPOur company registration number is 200202930G. Our company was incorporated in Singapore underthe Companies Act on 9 April 2002 as a private company under the name of Afor Pte. Ltd. On10 December 2007, we converted to a public company and changed our name to Afor Limited.

OUR BUSINESS We are a one-stop premium retailer specialising in the sale of Apple brand products and itscomplementary products. Our products are sold to the retail market through our EpiCentres located inWheelock Place and Suntec City Mall. In September 2007, we opened our EpiCentre@Pavilion atPavilion Kuala Lumpur in Malaysia.

Our products may be categorised primarily into the following groups:-

(a) Apple Brand Products

(b) Third-Party and Proprietary Brand Complementary Products and Other Products

(i) Third-Party Brand Complementary ProductsWe source for complementary products of other brands to meet the varied needs of ourcustomers. Products offered under third-party brands complement our Apple brandproducts.

(ii) Proprietary Brand Complementary ProductsWe started to market and retail a range of complementary products under our ownproprietary brand, iWorld, in December 2004. These products are manufactured by third-party OEM or ODM.

(iii) Other productsWe carry other products which appeal to our gadget savvy customers. Some of theseinclude the Xbox and gaming software.

In order to maintain our competitive edge, we also offer the following value-added and after-salesservices:-

(a) Exchange/Return Policy

(b) iConcierge and After-Sales Service

(c) Trade-in Services

(d) Training on Use of Our Products

(e) Membership Loyalty Programme

Please refer to section entitled Business Overview of this Prospectus for further details.

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OUR COMPETITIVE STRENGTHSWe believe our competitive strengths are as follows:

Strong public image and customer confidenceTo the best of our knowledge, we are the first Apple Premium Reseller in Asia and are known for ourexcellent customer service and commitment to providing the best shopping experience. Despite our shortpresence in the industry, we have established a strong brand name.

One-stop serviceWe are a one-stop concept store that aims to cater to our customers every need, from the primaryproduct to a wide range of complementary products for the Apple brand products. We also offer furthervalue added and after-sales services such as an exchange/return policy, iConcierge and after-salesservices, trade-in services, training on how to operate our products and membership loyalty programme.

Customer service-oriented approachWe have implemented a selling policy whereby our sales team is

Epicentre Aka Afor IPO Prospectus

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Transcript of Epicentre Aka Afor IPO Prospectus