ABRIDGED PROSPECTUS DATED 30 JUNE 2003 THIS · PDF fileABRIDGED PROSPECTUS DATED 30 JUNE 2003 (Lodged with the Monetary Authority of Singapore on 30 June 2003) THIS DOCUMENT IS IMPORTANT

ABRIDGED PROSPECTUS DATED 30 JUNE 2003(Lodged with the Monetary Authority of Singapore on 30 June 2003)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANYDOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANKMANAGER, SOLICITOR, ACCOUNTANT, OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.

A copy of this abridged prospectus (“Abridged Prospectus”) has been lodged with the Monetary Authority ofSingapore (the “Authority”). The Authority assumes no responsibility for the contents of this Abridged Prospectus.Lodgment of this Abridged Prospectus with the Authority does not imply that the Securities and Futures Act, Cap.289 or any other legal or regulatory requirements have been complied with. The Authority has not, in any way,considered the merits of the Rights Shares (as hereinafter defined) being offered or in respect of which an invitationis made, for investment.

Application has been made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission forthe listing of and the quotation of the Rights Shares (the “Permission”). Approval in-principle has been obtained fromthe SGX-ST for such listing and quotation. Acceptances by our Company of applications and subscriptions of RightsShares are conditional, inter alia, upon Permission being granted by the SGX-ST for the listing of and the quotationof the Rights Shares. Monies paid in respect of any acceptances and applications received by our Company will,subject to applicable laws, be returned, without interest or any share of revenue or other benefit arising therefrom atthe acceptor’s or applicant’s own risk, if such Permission is not granted. The Rights Shares will be admitted to theOfficial List of the Stock Exchange of Singapore Dealing and Automated Quotation System (the “SGX-SESDAQ”)and official quotation will commence after all the Rights Shares certificates have been issued and the allotmentletters from The Central Depository (Pte) Limited (“CDP”) have been dispatched.

The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed orreports contained in this Abridged Prospectus. The approval in-principle granted by the SGX-ST, admission to theOfficial List of the SGX-SESDAQ and the listing of and quotation for the Rights Shares, are in no way reflective ofthe merits of our Company, our subsidiaries, the Rights Issue or the Rights Shares. All documentation relating to theRights Issue have been seen and approved by the Directors of our Company and they collectively and individuallyaccept full responsibility for the accuracy of the information given and confirm that, after making all reasonableenquiries and to the best of their knowledge and belief, there are no other facts the omission of which would makeany statement in these documents misleading.

This Abridged Prospectus (including the PAL, the ARE and the ARS) may not be used for the purpose of, and doesnot constitute, an offer, invitation or solicitation to anyone in any jurisdiction or in any circumstances in which such anoffer, invitation or solicitation is unlawful or not authorized or to any person to whom it is unlawful to make such anoffer, invitation or solicitation. No Rights Shares shall be allotted or allocated on the basis of this AbridgedProspectus later than 6 months after the date of lodgment of this Abridged Prospectus.

(Incorporated on 21 October 1999 in the Republic of Singapore)

RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE OF UP TO 166,256,836 RIGHTS SHARES AT ANISSUE PRICE OF $0.05 FOR EACH RIGHTS SHARE ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERYTWO (2) ORDINARY SHARES OF $0.05 EACH HELD IN THE CAPITAL OF THE COMPANY AS AT THE BOOKSCLOSURE DATE, FRACTIONAL ENTITLEMENTS BEING DISREGARDED

Manager

NRA CAPITAL PTE. LTD.(Incorporated in the Republic of Singapore)

IMPORTANT DATES AND TIMES

Last date and time for splitting : 11 July 2003 at 4.45 p.m.

Last date and time for acceptance and payment* : 16 July 2003 at 4.45 p.m.

Last date and time for renunciation and payment : 16 July 2003 at 4.45 p.m.

Last date and time for excess application and payment * : 16 July 2003 at 4.45 p.m.

* The last date and time for acceptance and/or excess application and payment through an ATM of a Participating Bank is 16July 2003 at 9.30 p.m.

For Entitled Depositors (as hereinafter defined), acceptances of the Rights Shares and (ifapplicable) applications for excess Rights Shares may be made through CDP, an ATC (ashereinafter defined) or by way of Electronic Application (as hereinafter defined) at any ATM of aParticipating Bank listed on page 80 of this Abridged Prospectus.

For Entitled Scripholders (as hereinafter defined), acceptances of the Rights Shares and (ifapplicable) applications for excess Rights Shares may be made through the Share Registrar,B.A.C.S. Private Limited.

The existing Shares (as hereinafter defined) of our Company are quoted on the Official List of the SGX-SESDAQ.

Persons wishing to subscribe for the Rights Shares offered by this Abridged Prospectus should, beforedeciding whether to so subscribe, carefully read this Abridged Prospectus in its entirety in order to makean informed assessment of the assets and liabilities, profits and losses, financial position, performanceand prospects of our Company and our Group and the rights and liabilities attaching to the RightsShares. They should make their own independent enquiries and investigations of any bases andassumptions, upon which financial projections, if any, are made or based and carefully consider thisAbridged Prospectus in the light of their personal circumstances (including financial and taxation affairs).It is recommended that such persons seek professional advice from their stockbroker, bank manager,solicitor, accountant and other professional adviser before deciding whether to acquire the Rights Sharesor buy any shares in our Company.

No person has been authorised to give any information or to make any representations, other than thosecontained in this Abridged Prospectus in connection with the Rights Issue or the issue of the RightsShares and, if given or made, such information or representations must not be relied upon as havingbeen authorised by our Company or NRA Capital Pte. Ltd. (“NRA Capital”). Save as expressly stated inthis Abridged Prospectus, nothing contained herein is, or may be relied upon as, a promise orrepresentation as to the future performance or policies of our Company or any of our subsidiaries.Neither the delivery of this Abridged Prospectus, nor the issue of the Rights Shares shall, under anycircumstances, constitute a continuing representation, or give rise to any implication, that there has beenno material change in the affairs of our Company or any of our subsidiaries or any of the informationcontained herein since the date hereof. Where such changes occur and are material or are required tobe disclosed by law and/or the SGX-ST after the date hereof, our Company may make an announcementof the same to the SGX-ST and, if required, lodge a supplementary or replacement document with theAuthority. All Singapore Registered Shareholders (as defined hereinafter) and their renouncees shouldtake note of any such announcement and, upon the release of such announcement or lodgment of suchsupplementary or replacement document, as the case may be, shall be deemed to have notice of suchchanges.

Neither our Company nor NRA Capital is making any representation to any person regarding the legalityof an investment in the Rights Shares, by such person under any investment or any other laws orregulations. No information in this Abridged Prospectus should be considered to be business, legal ortax advice. Each prospective investor should consult his own professional or other adviser for business,legal or tax advice regarding an investment in the Rights Shares and/or any shares in our Company.

NRA Capital makes no representation, warranty or recommendation whatsoever as to the merits of theRights Issue, the Rights Shares, our Company, our subsidiaries or any other matter related thereto or inconnection therewith. Nothing in this Abridged Prospectus or the accompanying documents shall beconstrued as a recommendation to accept or purchase the Rights Shares. Prospective subscribers ofthe Rights Shares should rely on their own investigation of the financial condition and affairs, appraisaland determination of the merits of investing in our Company and our subsidiaries and shall be deemed tohave done so.

This Abridged Prospectus has been prepared solely for the purpose of the acceptance and subscriptionof the Rights Shares under the Rights Issue and may not be relied upon by any persons other thanSingapore Registered Shareholders (and their renouncees) to whom it is despatched by our Company orfor any other purpose.

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This Abridged Prospectus, including the PAL (and the Excess Rights Shares Application Form containedtherein), the ARE and ARS, may not be used for the purpose of, and do not constitute, an offer, invitationor solicitation to anyone in any jurisdiction or in any circumstances in which such an offer, invitation orsolicitation is unlawful or not authorised or to any person to whom it is unlawful to make such an offerinvitation or solicitation.

The distribution of this Abridged Prospectus including its accompanying documents may beprohibited or restricted (either absolutely or subject to various securities requirements, whetherlegal or administrative, being complied with) in certain jurisdictions under the relevant securitieslaws of those jurisdictions. Shareholders or any other person having possession of thisAbridged Prospectus including its accompanying documents are advised to inform themselves ofand observe such prohibitions and restrictions.

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CORPORATE INFORMATION

BOARD OF DIRECTORS : Lim Ho Seng (Chairman & independent Director)Kwok Kah Kie (Chief Executive Officer & ManagingDirector)Craig Daron Morris (Chief Financial Officer)Wee Thong Hai (General Manager)Foo Say Mui @ Bill Foo (independent Director)Ong Beng Hong (independent Director)

COMPANY SECRETARY : Tan Swee Gek, LLB (Hons)

REGISTERED OFFICE : 750C Chai Chee Road #02-03Technopark @ Chai CheeSingapore 469003

SHARE REGISTRAR AND : B.A.C.S. Private LimitedSHARE TRANSFER AGENT 63 Cantonment Road

Singapore 089758

AUDITORS : Chio Lim & Associates(Member of Horwath International)18 Cross Street#09-01 Marsh & McLennan CentreSingapore 048423

MANAGER TO THE RIGHTS ISSUE : NRA Capital Pte. Ltd.4 Robinson Road#07-02Singapore 048543

SOLICITORS TO THE RIGHTS ISSUE : Wong Tan & Molly Lim LLC80 Robinson Road#17-02Singapore 068898

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CONTENTS

Page

DEFINITIONS.................................................................................................................................... 3

SUMMARY OF THE RIGHTS ISSUE................................................................................................ 7

ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATE IN THE RIGHTS ISSUE............................ 9

TRADING .......................................................................................................................................... 11

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS .................................. 12

LETTER TO SHAREHOLDERS

– Introduction.............................................................................................................................. 13

– The Rights Issue .................................................................................................................... 13

– Undertakings .......................................................................................................................... 14

– Purpose and Rationale of the Rights Issue ............................................................................ 16

– Financial Effects of the Rights Issue ...................................................................................... 16

– History and Business .............................................................................................................. 19

– Review of Past Performance .................................................................................................. 20

– Review of First Quarter Results .............................................................................................. 23

– Working Capital ...................................................................................................................... 25

– Prospects ................................................................................................................................ 27

– Conditions of the Rights Issue ................................................................................................ 27

– Additional Information ............................................................................................................ 28

APPENDICES

A DIRECTORS’ REPORT .......................................................................................................... 29

B AUDITORS’ REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002 ................................................ 30

C GENERAL AND STATUTORY INFORMATION...................................................................... 59

D PROCEDURES FOR ACCEPTANCE, PAYMENT AND EXCESS APPLICATION BY ENTITLED DEPOSITORS ................................................................................................ 65

E ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATION THROUGH AN ATM OF A PARTICIPATING BANK .............................................................. 72

F PROCEDURES FOR ACCEPTANCE, PAYMENT, SPLITTING, RENUNCIATION AND EXCESS APPLICATION BY ENTITLED SCRIPHOLDERS ........................................ 77

G LIST OF PARTICIPATING BANKS ........................................................................................ 80

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DEFINITIONS

In this Abridged Prospectus, the following definitions apply throughout unless the context otherwiserequires or unless otherwise stated:

General

“Abridged Prospectus” : This document including (where the context so requires) the PAL,the ARE and the ARS and any supplementary or replacementdocument referred to in Section 241 of the SFA which may beissued by our Company in connection with the Rights Issue

“Announcement Date” : 12 May 2003, being the date on which our Company announced,inter alia, the Rights Issue

“ARE” : Application and acceptance form for Rights Shares and excessRights Shares issued to Entitled Depositors in respect of theirprovisional allotments of Rights Shares under the Rights Issue

“ARS” : Form for acceptance of Rights Shares issued to purchasers of theprovisional allotments of Rights Shares under the Rights Issuetraded on the SGX-ST through the book-entry (scripless)settlement system

“ATC” : The authorised trading centre located at CDP

“ATM” : Automated teller machine of a Participating Bank

“Authority” : Monetary Authority of Singapore

“Books Closure Date” : 5.00 pm on 27 June 2003, being the time and date at and onwhich the Register of Members and the share transfer books ofour Company were closed to determine the provisional allotmentsof Entitled Scripholders under the Rights Issue and, in the case ofEntitled Depositors, at and on which their provisional allotmentsunder the Rights Issue were determined

“CDP” : The Central Depository (Pte) Limited

“Closing Date” : 4.45 p.m. on 16 July 2003, or such other time(s) and/or date(s) asmay be announced from time to time by or on behalf of ourCompany, being the last time and date for acceptance and/orexcess application and payment, and renunciation and payment ofthe Rights Shares under the Rights Issue through CDP, or theShare Registrar or an ATC; or 9.30 p.m. on 16 July 2003, or suchother time(s) and/or date(s) as may be announced from time totime by or on behalf of our Company, being the last time and datefor acceptance and/or excess application and payment of theRights Shares under the Rights Issue through an ATM of aParticipating Bank

“Company” or “integra2000” : integra2000 Ltd. The terms “we”, “our” or “our Company” havecorrelative meanings

“Companies Act” : The Companies Act, Chapter 50 of Singapore, as amended ormodified from time to time

“CPF” : Central Provident Fund

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DEFINITIONS

“Directors” : The directors of our Company as at the date of this AbridgedProspectus

“Electronic Applications” : Acceptance of the Rights Shares and (if applicable) application forexcess Rights Shares made through an ATM of a ParticipatingBank in accordance with the terms and conditions of this AbridgedProspectus

“Entitled Depositors” : Singapore Registered Shareholders with Shares entered againsttheir names in the Depository Register as at the Books ClosureDate and whose registered addresses with CDP were inSingapore as at the Books Closure Date or who had, at least five(5) Market Days prior thereto, provided CDP with addresses inSingapore for the service of notices and documents

“Entitled Scripholders” : Singapore Registered Shareholders whose Shares are registeredin their own names and whose registered addresses with ourCompany were in Singapore as at the Books Closure Date or whohad, at least five (5) Market Days prior thereto, provided ourCompany with addresses in Singapore for the service of noticesand documents

“Foreign Shareholders” : Shareholders with registered addresses outside Singapore as atthe Books Closure Date and who had not, at least five (5) MarketDays prior to the Books Closure Date, provided to CDP or ourCompany, as the case may be, addresses in Singapore for theservice of notices and documents

“FY” : Our Group’s financial year ended 31 December

“Group” : integra2000 and its subsidiaries

“HRMS” : Human resource management systems

“IDEX” : IDEX Global Services, Inc.

“Integral” : Integral Systems, Inc.

“Latest Practicable Date” : 20 June 2003, being the latest practicable date prior to theprinting of this Abridged Prospectus

“Manager” or “NRA Capital” : NRA Capital Pte. Ltd.

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

“NETS” : Network for Electronic Transfers (S) Pte Ltd

“NTA” : Net tangible assets

“PAL” : The provisional allotment letter issued to Entitled Scripholders,setting out the provisional allotments of Rights Shares of suchEntitled Scripholders

“Participating Banks” : The Development Bank of Singapore Ltd (including POSB) (“DBSBank”); Oversea-Chinese Banking Corporation Limited (“OCBC”)and United Overseas Bank Limited and its subsidiary, Far EasternBank Limited (the “UOB Group”)

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DEFINITIONS

“PRG” : Payroll Resource Group, Inc.

“PRG Acquisition” : The acquisition of the balance 40% of the stock of PRG by i2kHoldings, Inc., a subsidiary of our Company

“Rights Issue” : Renounceable non-underwritten rights issue by our Company onthe terms and conditions of this Abridged Prospectus, of up to166,256,836 Rights Shares, at an issue price of $0.05 for eachRights Share on the basis of one (1) Rights Share for every two(2) Shares held by, or standing to the credit of the SecuritiesAccounts of, as the case may be, the Singapore RegisteredShareholders as at the Books Closure Date, fractionalentitlements being disregarded

“Rights Shares” : The new Shares to be issued by the Company pursuant to theRights Issue

“SCCS” : Securities Clearing and Computer Services (Pte) Ltd

“Securities Account” : Securities account maintained by a Depositor with CDP but doesnot include a securities sub-account

“SFA” : The Securities and Futures Act, Chapter 289 of Singapore, asamended or modified from time to time

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

“SGX-ST” : Singapore Exchange Securities Trading Limited

“Share Registrar” : B.A.C.S. Private Limited

“Shareholders” : Registered holders of the shares in the Register of Members ofour Company or, where CDP is the registered holder, the term“Shareholders” shall in relation to such Shares, mean theDepositors who have Shares entered against their names in theDepository Register

“Shares” : Ordinary shares of $0.05 each in the capital of our Company

“Singapore Registered : Shareholders of our Company as at the Books Closure Date Shareholders” whose registered addresses with CDP or our Company, as the

case may be, are in Singapore or who had, at least five (5) MarketDays prior to the Books Closure Date, provided CDP or ourCompany, as the case may be, addresses in Singapore for theservice of notices and documents

“Undertaking Directors” : Lim Ho Seng, Kwok Kah Kie, Craig Daron Morris, Wee Thong Hai,Foo Say Mui @ Bill Foo and Ong Beng Hong

“$” and “cents” or “¢” : Singapore dollars and cents, respectively

“US$” : United States Dollar

“%” or “per cent” : Per centum or percentage

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DEFINITIONS

The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed tothem 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, where applicable, include corporations.

Any reference to a time of day in this Abridged Prospectus including the PAL, ARE or the ARS, shall be areference to Singapore time unless otherwise stated. Any reference to a date and/or time of day in thisAbridged Prospectus including the PAL, ARE or the ARS, in relation to the Rights Issue (including but notlimited to the Closing Date, and the last dates and times for splitting, acceptance and payment,renunciation and payment, and excess application and payment) shall include such other date(s) and/ortime(s) as may be announced from time to time by or on behalf of our Company.

Any reference in this Abridged Prospectus including the ARE, the ARS or the PAL to any enactment is areference to that enactment as for the time being amended or re-enacted. Any word defined under theCompanies Act, the SFA or the Listing Manual of the SGX-ST or any modification thereof and used inthis Abridged Prospectus, the PAL, ARE or the ARS, where applicable, shall have the meaning ascribedto it under the Companies Act, the SFA or the Listing Manual of the SGX-ST or any modification thereof,as the case may be, unless otherwise provided.

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SUMMARY OF THE RIGHTS ISSUE

The following information is a summary of the principal terms and conditions of the Rights Issue, and isderived from, and should be read in conjunction with, the full text of this Abridged Prospectus, and isqualified in its entirety by reference to information appearing elsewhere in this Abridged Prospectus.

TERMS OF THE RIGHTS ISSUE

Number of Rights Shares : A maximum of 166,256,836 Rights Shares.

Issue Price : $0.05 for each Rights Share, payable in full on acceptanceand/or application.

Basis of Provisional Allotment : One (1) Rights Share for every two (2) Shares held bySingapore Registered Shareholders as at the Books ClosureDate, fractional entitlements being disregarded.

Ranking of the Rights Shares : The Rights Shares will, upon allotment and issue, rank paripassu in all respects with the Shares then in issue save forany dividends, rights, allotments or other distributions, therecord date for which falls before the date of issue of theRights Shares.

Listing of Rights Shares : In-principle approval for the listing of and quotation for theRights Shares on the Official List of the SGX-SESDAQ hasbeen granted by the SGX-ST on 10 June 2003.

Undertakings : The Undertaking Directors, who hold (both direct and indirect)in aggregate 80,798,917 Shares, representing approximately24.3% of the issued share capital of our Company, haveundertaken to our Company and the Manager to subscribe orprocure subscriptions for their respective rights entitlements(both direct and indirect) under the Rights Issue in thefollowing amounts:

Name No. of Rights Shares

Lim Ho Seng 50,000Kwok Kah Kie 27,922,826Craig Daron Morris 11,826,631Wee Thong Hai 500,000Foo Say Mui @ Bill Foo 50,000Ong Beng Hong 50,000

Total 40,399,457

Please refer to page 14 of this Abridged Prospectus in thesection entitled “Undertakings” for further information on this.

Authority to issue Rights Shares : The issue of the Rights Shares is to be made pursuant to theauthority granted by the share issue mandate approved bythe Shareholders at our Company’s annual general meetingheld on 25 April 2003. The share issue mandate authorized,inter alia, the issue of shares and convertible securities in ourCompany (whether by way of rights, bonus or otherwise)provided that the aggregate number of shares to be issued

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SUMMARY OF THE RIGHTS ISSUE

pursuant to such authority does not exceed 50% of theissued capital of our Company as at 25 April 2003, of whichthe aggregate number of shares to be issued other than on apro rata basis to Shareholders of our Company does notexceed 20% of the issued capital of our Company as at 25April 2003.

Governing Law : Laws of the Republic of Singapore.

The Rights Issue is not underwritten by any financial institution. Please refer to page 16 of this AbridgedProspectus in the section entitled “Undertakings” for the rationale of the Rights Issue not beingunderwritten.

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1. SINGAPORE REGISTERED SHAREHOLDERS

Singapore Registered Shareholders are entitled to participate in the Rights Issue and to receivethis Abridged Prospectus together with the ARE or PAL, as the case may be, and itsaccompanying documents at their respective Singapore addresses. Entitled Depositors who donot receive the AREs may obtain them and this Abridged Prospectus from CDP, the ShareRegistrar or any stockbroking firm for the period up to the Closing Date of the Rights Issue.Entitled Scripholders who do not receive the PALs may obtain them and this Abridged Prospectusfrom the Share Registrar for the period up to the Closing Date of the Rights Issue.

Singapore Registered Shareholders have been provisionally allotted the Rights Shares on thebasis of their shareholdings as at the Books Closure Date. Singapore Registered Shareholders areat liberty to accept, decline, renounce or trade on the SGX-ST during the rights trading periodprescribed by the SGX-ST their provisional allotments of the Rights Shares and are eligible toapply for additional Rights Shares in excess of their provisional allotments under the Rights Issue.

All dealings in and transactions of the provisional allotment of Rights Shares through theSGX-ST will be effected under the book-entry (scripless) settlement system. Accordingly,the PALs, which are issued to Entitled Scripholders will not be valid for delivery pursuant totrades done on the SGX-ST.

2. FOREIGN SHAREHOLDERS

This Abridged Prospectus and its accompanying documents have not been and will not beregistered or lodged in any jurisdiction other than in Singapore. The distribution of this AbridgedProspectus and its accompanying documents may be prohibited or restricted (either absolutely orsubject to various securities requirements, whether legal or administrative, being complied with) incertain jurisdictions under the relevant securities laws of those jurisdictions. For practical reasonsand in order to avoid any violation of the securities legislations applicable in countries other than inSingapore where Shareholders may have their registered addresses, this Abridged Prospectusand its accompanying documents have not been and will not be despatched to ForeignShareholders.

Accordingly, no provisional allotment of Rights Shares has been made to Foreign Shareholdersand no purported acceptance thereof or application therefor by Foreign Shareholders will be valid.

This Abridged Prospectus and its accompanying documents will also not be despatched topersons purchasing the provisional allotments of Rights Shares through the book-entry (scripless)settlement system if their registered addresses with CDP are outside Singapore (“ForeignPurchasers”). Foreign Purchasers who wish to accept the provisional allotments of the RightsShares credited to their Securities Accounts should make the necessary arrangements with theirDepository Agents or stockbrokers in Singapore. Our Company further reserves the right to rejectany acceptances of the Rights Shares and/or applications for excess Rights Shares where itbelieves that such acceptances and/or applications may violate the applicable legislation of anyjurisdiction.

If it is practicable to do so, arrangements may, at the discretion of our Company, be made for theprovisional allotments of Rights Shares which would otherwise have been provisionally allotted toForeign Shareholders, to be sold “nil paid” on the SGX-ST as soon as practicable after dealings inthe provisional allotments of Rights Shares commence. Such shares will, however, only beeffected if our Company, in its absolute discretion, determines that a premium can be obtainedfrom such sales after taking into account expenses to be incurred. The net proceeds from all suchsales, after deduction of all expenses therefrom, will be pooled and thereafter distributed toForeign Shareholders in proportion to their respective shareholdings or, as the case may be, thenumber of Shares entered against their names in the Depository Register as at the Books ClosureDate and sent to them by ordinary post at their own risk, provided that where the amount of netproceeds to be distributed to any single Foreign Shareholder is less than $10, our Company shall

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ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATE IN THE RIGHTS ISSUE

ELIGIBILITY OF SHAREHOLDERS TO PARTICIPATE IN THE RIGHTS ISSUE

be entitled to retain or deal with such net proceeds as the Directors may, in their absolutediscretion, deem fit in the interests of our Company and no Foreign Shareholder shall have anyclaim whatsoever against our Company, NRA Capital or CDP in connection therewith. Where suchprovisional allotments of Rights Shares are sold “nil paid” on the SGX-ST, they will be sold at suchprice or prices as our Company may, in its absolute discretion, decide and no Foreign Shareholdershall have any claim whatsoever against our Company, NRA Capital or CDP in respect of suchsales or the proceeds thereof, the provisional allotments of Rights Shares or the Rights Sharesrepresented by such provisional allotments.

If such provisional allotments of Rights Shares cannot be or are not sold on the SGX-ST asaforesaid for any reason by such time as the SGX-ST shall have declared to be the last day fortrading in the provisional allotments of Rights Shares, the Rights Shares represented by suchprovisional allotments will be issued to satisfy excess applications or disposed of or dealt with insuch manner as the Directors may, in their absolute discretion, deem fit in the interests of ourCompany and no Foreign Shareholder shall have any claim whatsoever against our Company,NRA Capital or CDP in connection therewith.

Shareholders should note that the special arrangements described above will apply only to ForeignShareholders.

Notwithstanding the above, Shareholders and any other person having possession of thisAbridged Prospectus and its accompanying documents are advised to inform themselvesof and to observe any legal requirements applicable thereto. No person in any territoryoutside Singapore receiving this Abridged Prospectus and/or its accompanying documentsmay treat the same as an offer, invitation or solicitation to subscribe for any Rights Sharesunless such offer, invitation or solicitation could lawfully be made without violating anyregulatory or legal requirements in those territories.

The Rights Shares which are not otherwise taken up or allotted for any reason shall be used tosatisfy excess Rights Shares applications as the Directors may, in their absolute discretion, deemfit.

The procedures for, and the terms and conditions applicable to, acceptances, renunciation and/orsale of the provisional allotments of Rights Shares and for the application for excess RightsShares, including the different modes of acceptance or application and payment, are contained onpages 65 to 79 of this Abridged Prospectus and in the PAL, the ARE and the ARS.

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TRADING

Upon listing and quotation on the SGX-ST, the Rights Shares will be traded under the book-entry(scripless) settlement system. All dealings in and transactions (including transfers) of the Rights Shareseffected through the SGX-SESDAQ and/or CDP shall be made in accordance with the “Terms andConditions for Operation of Securities Accounts with CDP” and/or the “Terms and Conditions for CDP toact as Depository for the Rights Shares”, as the same may be amended from time to time. Copies of theabove are available from CDP.

To facilitate scripless trading, Entitled Scripholders and their renouncees who wish to accept and(if applicable) apply for Rights Shares should open Securities Accounts with CDP in their ownnames if they do not already maintain such Securities Accounts in order that the number ofRights Shares and, if applicable, the excess Rights Shares that may be allotted to them may becredited by CDP into their Securities Accounts. Entitled Scripholders and their renouncees whowish to accept and (if applicable) apply for the excess Rights Shares and have their RightsShares credited into their Securities Accounts must fill in their Securities Account numbersand/or National Registration Identity Card (“NRIC”)/passport numbers or registration numbers(for corporations) in the relevant forms comprised in the PAL. Entitled Scripholders and theirrenouncees who fail to fill in their Securities Account numbers and/or NRIC/passport numbers orregistration numbers (for corporations) or who provide incorrect or invalid Securities Accountnumbers and/or NRIC/passport numbers or registration numbers (for corporations) or whoseparticulars provided in the forms comprised in the PAL differ from those particulars in theirSecurities Accounts currently maintained with CDP will be issued physical share certificates forthe Rights Shares allotted to them and if applicable, the excess Rights Shares allotted to them.Such physical share certificates, if issued, will not be valid for delivery pursuant to trades doneon the SGX-SESDAQ under the book entry (scripless) settlement system, although they willcontinue to be prima facie evidence of legal title.

If an Entitled Scripholder’s address stated in the PAL is different from his address registered with CDP, hemust inform CDP of his updated address promptly, failing which the notification letter on successfulallotment and other correspondence will be sent to his address last registered with CDP.

A holder of physical share certificates or an Entitled Scripholder who has not deposited his sharecertificates with CDP but wishes to trade on the SGX-SESDAQ, must deposit his share certificates withCDP, together with the duly executed instruments of transfer in favour of CDP, and have his SecuritiesAccount credited with the number of Rights Shares or existing Shares, as the case may be, before hecan effect the desired trade.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this Abridged Prospectus, statements made in press releases and oralstatements that may be made by our Company or our officers, Directors or employees acting on ourbehalf that are not statements of historical fact constitute “forward-looking statements”. Some of thesestatements can be identified by words that have a bias towards the future, or are forward-looking such as“anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “future”, “if”, “intend”, “may”, “plan”,“possible”, “probable”, “project”, “should”, “will” and “would” or similar words. However, you should notethat these words are not the exclusive means of identifying forward-looking statements. All statementsregarding our Group’s expected financial position, business strategy, plans and future prospects of ourGroup’s industry are forward-looking statements. These forward-looking statements, includingstatements as to our Group’s revenue and profitability, prospects, future plans and other mattersdiscussed in this Abridged Prospectus regarding matters that are not historic fact, are only predictions.These forward-looking statements involve known and unknown risks, uncertainties and other factors thatmay cause our Group’s actual results, performance or achievements to be materially different from anyfuture results, performance or achievements expressed or implied by these forward-looking statements.

Given the risks and uncertainties that may cause our Group’s actual future results, performance orachievements to be materially different than expected, expressed or implied by the forward-lookingstatements, which apply only as of the date of this Abridged Prospectus, undue reliance must not beplaced on these statements. Our Group’s actual results may differ materially from those anticipated inthese forward-looking statements. Neither our Company, the Manager nor any other person represents orwarrants that our Group’s actual future results, performance or achievements will be as discussed inthose statements.

Further, our Company and the Manager disclaim any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflectfuture developments, events or circumstances for any reason, even if new information becomes availableor other events occur in the future. However, under Section 241 of the SFA, our Company may lodge asupplementary or replacement document with the Authority in the event, inter alia, that it becomes awareof a new circumstance that has arisen since the lodgment of this Abridged Prospectus with the Authority,but before the Closing Date of the Rights Issue and that is materially adverse from the point of view of aninvestor or required to be disclosed pursuant to law. Our Company is also subject to the provisions of theListing Manual of the SGX-ST regarding corporate disclosure.

12


INTEGRA2000 LTD(Incorporated in the Republic of Singapore)

Directors: Registered Office:

Lim Ho Seng (Chairman & independent Director) 750C Chai Chee Road #02-03Kwok Kah Kie (Chief Executive Officer & Managing Director) Technopark @ Chai CheeCraig Daron Morris (Chief Financial Officer) Singapore 469003 Wee Thong Hai (General Manager)Foo Say Mui @ Bill Foo (independent Director) Ong Beng Hong (independent Director)

30 June 2003

To: The Shareholders of integra2000 Ltd

Dear Sir/Madam

RENOUNCEABLE NON-UNDERWRITTEN RIGHTS ISSUE OF UP TO 166,256,836 RIGHTS SHARESAT AN ISSUE PRICE OF $0.05 FOR EACH RIGHTS SHARE ON THE BASIS OF ONE (1) RIGHTSSHARE FOR EVERY TWO (2) ORDINARY SHARES OF $0.05 EACH HELD IN THE CAPITAL OF THECOMPANY AS AT THE BOOKS CLOSURE DATE, FRACTIONAL ENTITLEMENTS BEINGDISREGARDED

1. INTRODUCTION

On 12 May 2003, our Company announced the proposed Rights Issue of up to 166,256,836 RightsShares, subject to, inter alia, the approval of the SGX-ST.

On 10 June 2003, the SGX-ST approved in-principle the listing of and quotation for the RightsShares, on the Official List of the SGX-SESDAQ.

The SGX-ST assumes no responsibility for the correctness of any statements made or reportscontained or opinions expressed in this Abridged Prospectus. The SGX-ST’s in-principle approvalis not to be taken as an indication of the merits of our Company, our subsidiaries, the Rights Issueor the Rights Shares.

The issue of the Rights Shares is to be made pursuant to the authority granted by the share issuemandate approved by the Shareholders at our Company’s annual general meeting held on 25 April2003 (the “Share Issue Mandate”). The Share Issue Mandate authorised, inter alia, the issue ofshares and convertible securities in our Company (whether by way of rights, bonus or otherwise)provided that the aggregate number of shares to be issued pursuant to such authority does notexceed 50% of the issued capital of our Company as at 25 April 2003, of which the aggregatenumber of shares to be issued other than on a pro rata basis to Shareholders of our Companydoes not exceed 20% of the issued capital of our Company as at 25 April 2003.

Our Company has appointed NRA Capital to manage the Rights Issue.

2. THE RIGHTS ISSUE

The Rights Issue is being made on a renounceable non-underwritten basis to SingaporeRegistered Shareholders, at an issue price of $0.05 for each Rights Share, on the basis of one (1)Rights Share for every two (2) Shares held as at the Books Closure Date, fractional entitlementsbeing disregarded.

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The issue price of $0.05 for each Rights Share represents a discount of approximately 31.8% tothe theoretical ex-rights Share price based on the last transacted price of $0.085 per Share on theSGX-SESDAQ on 12 May 2003 prior to the announcement of the Rights Issue and a discount ofapproximately 21.1% to the theoretical ex-rights Share price based on the last transacted price of$0.07 per Share of our Shares as at the close of trading on the Latest Practicable Date.

The Rights Shares are payable in full upon acceptance and/or application and will, upon allotmentand issue, rank pari passu in all respects with the Shares then in issue, save for any dividends,rights, allotments or other distributions, the record date for which falls before the date of issue ofthe Rights Shares.

A summary of the principal terms of the Rights Shares is set out on pages 7 to 8 of this AbridgedProspectus.

Singapore Registered Shareholders are at liberty to accept, decline, renounce or trade on theSGX-SESDAQ, during the rights trading period prescribed by the SGX-ST, their provisionalallotments of Rights Shares and are eligible to apply for additional Rights Shares in excess of theirprovisional allotments under the Rights Issue.

Approval has been obtained from the CPF Board for those members participating in its investmentscheme (collectively, “IS Members”) to use, subject to applicable CPF rules and regulations,monies standing to the credit of their respective CPF Investment Accounts (“CPF Funds”) to payfor the Rights Shares. IS Members who wish to accept the provisional allotment of Rights Sharesand (if applicable) apply for excess Rights Shares using CPF Funds will need to instruct therespective approved banks, where such IS Members hold their CPF Investment Accounts, tosubscribe for the Rights Shares on their behalf in accordance with this Abridged Prospectus. CPFFunds may not, however, be used for the purchase of the provisional allotment of Rights Sharesdirectly from the market.

Fractional entitlements to the Rights Shares have been disregarded in arriving at the Shareholders’entitlements and will, together with the provisional allotments which are not taken up for anyreason, be aggregated and used to satisfy excess applications, if any, or otherwise dealt with insuch manner as the Directors may, in their absolute discretion, deem fit in the interest of ourCompany.

The offer and allotment of the Rights Shares pursuant to the Rights Issue is governed by the termsand conditions of this Abridged Prospectus and its accompanying documents.

Official quotation of the Rights Shares will commence after all the share certificates in respect ofthe Rights Shares have been issued and the Securities Accounts of the respective EntitledDepositors have been credited with the Rights Shares.

3. UNDERTAKINGS

Our Directors, namely, Lim Ho Seng, Kwok Kah Kie, Craig Daron Morris, Wee Thong Hai, Foo SayMui @ Bill Foo and Ong Beng Hong (the “Undertaking Directors”) who hold (both direct andindirect) in aggregate 80,798,917 Shares, representing approximately 24.3% of the issued sharecapital of our Company, have undertaken to our Company and the Manager to subscribe orprocure subscriptions for their respective rights entitlements (both direct and indirect) under theRights Issue in the following proportions:

Name No. of Rights Shares

Lim Ho Seng 50,000Kwok Kah Kie 27,922,826Craig Daron Morris 11,826,631Wee Thong Hai 500,000Foo Say Mui @ Bill Foo 50,000Ong Beng Hong 50,000

Total 40,399,457

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Pursuant to such undertakings, each of the Undertaking Directors will have the followingshareholding interest in the enlarged issued share capital of the Company immediately after theRights Issue, assuming all the Rights Shares are fully subscribed (“Maximum Subscription”):

Assuming Maximum Subscription

Number Number Number Number of ordinary of ordinary of ordinary of ordinary

Shares Shares Shares Shares before before after after

Rights Issue Rights Issue Rights Issue Rights IssueUndertaking (Direct (Indirect (Direct (Indirect Directors Interest) % Interest) % Interest) % Interest) %

Lim Ho Seng 100,000 0.03 – – 150,000 0.03 – –

Kwok Kah Kie 27,560,111 8.29 28,285,5431 8.51 41,340,166 8.29 42,428,314 8.51

Craig Daron Morris 11,911,263 3.58 11,742,0002 3.53 17,866,894 3.58 17,613,000 3.53

Wee Thong Hai 1,000,000 0.30 – – 1,500,000 0.30 – –

Foo Say Mui @ Bill Foo 100,000 0.03 – – 150,000 0.03 – –

Ong Beng Hong 100,000 0.03 – – 150,000 0.03 – –

Assuming Minimum Subscription

Assuming that none of the remaining Rights Shares are subscribed by the other Shareholders or theirrenouncees (“Minimum Subscription”), each of the Undertaking Directors will have the following shareholdinginterest in the enlarged issued share capital of the Company immediately after the Rights Issue:

Number Number Number Number of ordinary of ordinary of ordinary of ordinary

Shares Shares Shares Shares before before after after

Rights Issue Rights Issue Rights Issue Rights IssueUndertaking (Direct (Indirect (Direct (Indirect Directors Interest) % Interest) % Interest) % Interest) %

Lim Ho Seng 100,000 0.03 – – 150,000 0.04 – –

Kwok Kah Kie 27,560,111 8.29 28,285,5431 8.51 41,340,166 11.09 42,428,314 11.38

Craig Daron Morris 11,911,263 3.58 11,742,0002 3.53 17,866,894 4.80 17,613,000 4.72

Wee Thong Hai 1,000,000 0.30 – – 1,500,000 0.40 – –

Foo Say Mui @ Bill Foo 100,000 0.03 – – 150,000 0.04 – –

Ong Beng Hong 100,000 0.03 – – 150,000 0.04 – –

Notes:

1. Mr Kwok Kah Kie’s indirect interest comprises 1,135,543 Shares held by his wife, 10,100,000 Shares held by HLBank Nominees (S) Pte Ltd as his nominee, 17,000,000 Shares held by Mayban Nominees (Singapore) Pte Ltd ashis nominee and 50,000 Shares held by Oversea Chinese Bank Nominees Pte Ltd as his nominee. Mr Kwok Kah Kieis also a substantial shareholder of our Company.

2. Mr Craig Daron Morris’s indirect interest comprises 11,742,000 Shares held by HL Bank Nominees (S) Pte Ltd as hisnominee. Mr Craig Daron Morris is also a substantial shareholder of our Company.

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The Directors are of the view that:

(a) the terms of the Rights Issue, in particular the issue price being at a discount ofapproximately 31.8% to the theoretical ex-rights Share price based on the last transactedprice of $0.085 per share on the SGX-SESDAQ on 12 May 2003 prior to the announcementof the Rights Issue and at a discount of approximately 21.1% to the theoretical ex-rightsShare price based on the last transacted price of $0.07 per Share of our Shares as at theclose of trading on the Latest Practicable Date, are sufficiently attractive to Shareholders tosubscribe for the Rights Shares; and

(b) owing to uncertain stock market conditions, the Rights Issue should proceed on a non-underwritten basis.

Shareholders and their renouncees are advised to carefully evaluate their individual positions and,if they are in any doubt, to consult their own financial, legal or other professional advisers inrelation to their subscription for Rights Shares.

4. PURPOSE AND RATIONALE OF THE RIGHTS ISSUE

Currently, our Company and its subsidiaries are under no pressure from its creditors. OurCompany is proposing the Rights Issue to improve our Group’s working capital position and capitalbase.

The net proceeds of the Rights Issue of between $2.0 million, assuming that none of the RightsShares are subscribed by Shareholders other than the Undertaking Directors referred to inparagraph 3 above, and $8.3 million, assuming that all the Rights Shares are fully subscribed, is tobe used by our Group for its working capital to support its future expansion and growth strategiesto broaden its existing market position.

In November 2002, our Company had announced that we had, through our subsidiary, Integral,acquired a new subsidiary IDEX. The acquisition was funded through internal sources. Theacquisition of IDEX provided our Group with an opportunity to diversify into the provision oftechnology infrastructure design, implementation and support, and offers network resources,including network engineering and design, and project management and installation. Thisinvestment by our Group was strategic to sustain and improve earnings growth. Upon completionof the acquisition, our Group reviewed the banking facilities and working capital needs of IDEX toimprove the financial position of IDEX so as to take on additional contracts. A corporaterestructuring was carried out whereby our Group’s interest in IDEX was transferred from Integral toa wholly-owned US subsidiary of our Company, i2K Holdings, Inc. Part of the new working capitalraised from the Rights Issue will be used to support the increased working capital requirements ofIDEX.

Pending the deployment of the net proceeds for the purposes mentioned above, the net proceedsmay be deposited with banks and/or financial institutions, invested in short-term money marketinstruments and/or marketable securities, or used for any other purpose on a short term basis, asour Directors may, in their absolute discretion, deem fit.

5. FINANCIAL EFFECTS OF THE RIGHTS ISSUE

For illustrative purposes only, we set out below an analysis of the proforma financial effects of theRights Issue on our financial position based on the audited financial statements of our Companyand our Group as at 31 December 2002, assuming that only the Undertaking Directors accepttheir provisional allotments of Rights Shares and, alternatively, assuming that the Rights Issue isfully subscribed.

The analysis below does not purport to be indicative of the results and financial positions of ourCompany and our Group after the completion of the Rights Issue.

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(a) Share Capital

The effect of the Rights Issue on the issued and paid-up share capital of our Company is setout below:

Assuming Minimum Assuming MaximumSubscription Subscription

No. of Value No. of ValueShares $ Shares $

Issued and paid-up share capital as at 31 December 2002 301,713,673 15,085,683.65 301,713,673 15,085,683.65

Shares issued and allotted on 24 April 2003 pursuant to the PRG Acquisition 30,800,000 1,540,000.00 30,800,000 1,540,000.00

Issued and paid-up share capital as at 24 April 2003 332,513,673 16,625,683.65 332,513,673 16,625,683.65

Rights Shares to be issued pursuant to the Rights Issue 40,399,457 2,019,972.85 166,256,836 8,312,841.80

Issued and paid-up share capital immediately after the Rights Issue 372,913,130 18,645,656.50 498,770,509 24,938,525.45

(b) Net Tangible Assets (“NTA”)

The effect of the Rights Issue on the NTAs of our Company and our Group is set out below:


($’000) ($’000)Company Group Company Group

NTA as at 31 December 2002 27,805 (133) 27,805 (133)

NTA after PRG Acquisition1 27,805 48 27,805 48

Add: Gross proceeds from the issue of Rights Shares 2,020 2,020 8,313 8,313

Less: Estimated issue expenses (100) (100) (100) (100)

Estimated NTA after adjusting for the Rights Issue 29,725 1,968 36,018 8,261

Number of Shares (‘000)

Before the Rights Issue 332,514 332,514 332,514 332,514

After adjusting for the Rights Issue 372,913 372,913 498,771 498,771

NTA per Share (cents)

NTA per Share before Rights Issue 8.36 0.01 8.36 0.01

Estimated NTA per Share after adjusting for the Rights Issue 7.97 0.53 7.22 1.66

Note:

1. The NTA after PRG Acquisition is on the basis that the PRG Acquisition was effective on 31 December 2002.

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(c) Earnings

The Rights Issue is expected to have a dilutive effect on the earnings per share (the “EPS”)of our Company and our Group for FY2003 in view of the enlarged issued share capital ofour Company after the Rights Issue.

The effect of the Rights Issue on the EPS of our Company and our Group is set out below:



Profits after tax for FY20022 (398) 2,961 (398) 2,961

Number of Shares (‘000)

Before the Rights Issue 332,514 332,514 332,514 332,514

After adjusting for the Rights Issue 372,913 372,913 498,771 498,771

Earnings per Share (cents)

Earnings per Share before Rights Issue (0.12) 0.89 (0.12) 0.89

Earnings per Share after adjusting for the Rights Issue (0.11) 0.79 (0.08) 0.59

Note:

2. The profits after tax for FY2002 is on the basis that the PRG Acquisition was effective on 31 December 2002.

(d) Gearing

The effect of the Rights Issue on the gearing of our Company and our Group is set outbelow:



Net debt (total liabilities less cash balances) before the Rights Issue (1,719) 16,939 (1,719) 16,939

Net debt (total liabilities less cash balances) after the Rights Issue (3,639) 15,019 (9,932) 8,726

Shareholders’ Funds as at 31 December 2002 27,805 27,805 27,805 27,805

Add: Gross Proceeds from the issue of Rights Shares 2,020 2,020 8,313 8,313


Shareholders’ Funds after adjusting for the Rights Issue 29,725 29,725 36,018 36,018

Gearing before the Rights Issue (times) – 0.6 – 0.6

Gearing after adjusting for the Rights Issue (times) – 0.5 – 0.2

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6. HISTORY AND BUSINESS

History

Our Company was incorporated in the Republic of Singapore on 21 October 1999 under theCompanies Act as a private limited company, to carry out a management buy-out of Integral. Wechanged our name to integra2000 Pte Ltd on 25 January 2000 and to integra2000 Ltd on 7February 2001 in connection with our conversion into a public company limited by shares. OurShares were listed on SGX-SESDAQ on 28 February 2001.

Business

Our Group has three principal business segments, namely:

(a) HRMS Software

The principal business of our Group is the provision of maintenance service, developmentand licensing of mainframe and internet delivery system for human resource and payrollapplication software. We offer a matrix of products, software and services on mainframesand servers. Some of our major customers are UPS, Johns Hopkins Health System, TheUnited States Senate, Zurich Insurance and the University of Chicago.

(b) HRMS Services

Since October 2001, our range of services was expanded to include payroll processing andother related services as a result of the acquisition of PRG. PRG delivers outsourcedpayroll, human resource and other related services to small and medium sized companies inthe US. PRG has established strategic partnerships and relationships with severalcompanies in the Human Resource management services and related fields, such asMillennium Software, Ultimate Software, Union Bank of California and Fortis.

(c) IT Services

Since November 2002, our range of services was further expanded to include IT services asa result of the acquisition of IDEX. IDEX is a provider of technology infrastructure design,implementation and support and offers network resources, including network engineeringand design and project management and installation. Some of IDEX’s major customersinclude Safeway, Wells Fargo Bank, Walmart, Citibank, British Petroleum, Deloitte & Toucheand Calpers.

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7. REVIEW OF PAST PERFORMANCE

The audited consolidated profit and loss statements of our Group for the last three financial yearsended 31 December 2000, 2001 and 2002 are set out below:

FY2000 FY2001 FY2002$’000 $’000 $’000

Revenue 19,676 21,600 25,191

Cost of services (3,454) (4,303) (7,183)

Gross profit 16,222 17,297 18,008

Other operating income 254 334 103

Distribution costs (467) (1,377) (2,814)

Administrative expenses (3,896) (5,497) (6,363)

Product development (7,063) (4,389) (2,386)

Amortisation of goodwill (1,027) (1,113) (1,431)

Loss on phased-out product lines (1,399) (1,161) –

Other (charges) / credits 448 (471) (297)

Profit from operations 3,072 3,623 4,820

Finance costs (29) (11) (48)

Profit before income tax 3,043 3,612 4,772

Income tax expense (517) (1,778) (1,811)

Profit after income tax 2,526 1,834 2,961

Minority interests – (106) (56)

Net profit for the year 2,526 1,728 2,905

Earnings per share (cents) of $0.05 each

– Basic 0.99 0.59 0.96– Diluted 0.99 0.59 0.96

The review of our Group’s recent past performance is set out as follows:

FY2001 vs FY2000

Revenue for FY2001 was $21.6 million compared to $19.7 million for FY2000.

Net profit after tax for FY2001 was $1.7 million compared to a net profit after tax of $2.5 million forFY2000. This was despite an operating loss of $488,000 in the first half of FY2001. The operatingprofit in the second half of FY2001 was due to reduced operational costs in the Company’s UnitedStates of America (“USA”) subsidiary. The development of the Mainframe Web product wascompleted in August 2001 resulting in lower development costs for the rest of FY2001. TheMainframe Web product was launched in October 2001 at our Group’s Annual User Conference inUSA.

FY2002 vs FY2001

Revenue for our Group increased by 17% from $21.6 million to $25.2 million. The increase inrevenue was due mainly to the introduction of our Mainframe Web product in November 2001, thefull impact of our web based HR/Payroll outsourcing business that we commenced in October2001 and significant contributions from our new IT services which commenced in November 2002.

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Net profit after tax increased 68% from $1.7 million to $2.9 million. The increase in net profit aftertax was due mainly to the increase in revenues, lower product development expense due to thecompletion of our web-based mainframe product in the third quarter of 2001 and prudent costmanagement.

The consolidated balance sheets of our Group as at 31 December for the last three financial yearsended 31 December 2000, 2001 and 2002 are as follows:

FY2000 FY2001 FY2002$’000 $’000 $’000

ASSETS

Current assets :

Cash and cash equivalents 2,499 14,767 12,372 Marketable securities – 934 1,263 Trade receivables 731 2,422 8,904 Other receivables and prepayments 646 415 805 Inventories – – 526

Total current assets 3,876 18,538 23,870

Non-current assets :

Other investments 259 – 150 Property, plant and equipment 781 1,573 2,734 Deferred tax assets – 855 803 Goodwill on consolidation 19,509 21,836 27,938 Other assets 801 22 1,775

Total non-current assets : 21,350 24,286 33,400

Total assets 25,226 42,824 57,270

LIABILITIES AND EQUITY

Current liabilities :

Short-term borrowings – – 5,490 Trade payables and accrued liabilities 2,098 8,897 13,593 Deferred revenue 7,125 7,029 8,988 Income tax payable 1,028 2,073 1,240 Current portion of finance leases 13 – –

Total current liabilities 10,264 17,999 29,311

Non-current liabilities

Deferred rent 93 – –

Total non-current liabilities 93 – –

Minority interests – 106 154

Capital and reserves :

Issued capital 1,908 15,085 15,085 Reserves 12,961 9,634 12,720

Total equity 14,869 24,719 27,805

Total liabilities and equity 25,226 42,824 57,270

NTA per Share (cents) (1.81) 0.96 (0.04)

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The consolidated cash flow statements of our Group for the three financial years ended 31December 2000, 2001 and 2002 are as follows:

FY2000 FY2001 FY2002$’000 $’000 $’000

Cash flows from operating activities :

Profit before income tax 3,043 3,612 4,772Adjustments for :-

Depreciation expense 507 489 523 Goodwill amortisation expense 1,027 1,113 1,431 Dividend income – – (7)Interest income (254) (334) (91)Interest expense 29 11 48 Loss on disposal of plant and equipment – 2 – Investment written off – 500 –

Operating profit before working capital changes 4,352 5,393 6,676

Marketable securities – (934) (329)Trade receivables (266) (2,310) (2,394)Other receivables and prepayments 1,017 231 167 Inventories – – (526)Trade payables and accrued liabilities (2,784) 2,054 (3,907)Deferred revenue 173 (211) 977

Cash generated from operations 2,492 4,223 664 Interest paid (29) (11) (48)Dividend income received – – 7 Interest received 254 334 91 Income tax paid (290) (809) (2,592)

Net cash (used in) from operating activities 2,427 3,737 (1,878)

Cash flows from investing activities :

Purchase of property, plant and equipment (314) (444) (167)Disposal of property, plant and equipment – 4 – Increase in other investments (32) (232) (150)Acquisition of subsidiaries net of cash acquired 5,608 1,246 (8)Increase in other assets – – (18)

Net cash (used in) from investing activities 5,262 574 (343)

Cash flows from financing activities :

Proceeds from issuing shares 12,842 8,129 – Decrease in borrowings (17,243) – –Decrease in finance leases (33) (13) – Decrease in deferred rent (223) (93) –

Net cash from (used in) financing activities (4,657) 8,023 –

Net effect of exchange rate changes in consolidating subsidiaries (533) (66) (174)

Net increase in cash 2,499 12,268 (2,395)Cash at beginning of year – 2,499 14,767

Cash at end of year 2,499 14,767 12,372

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8. REVIEW OF FIRST QUARTER RESULTS

The unaudited consolidated profit and loss statements of our Group (management accounts) forthe quarter ended 31 March (“1Q”):

2002 2003$’000 $’000

Revenue 5,272 11,062

Cost of services (1,130) (5,024)

Gross profit 4,142 6,038

Other operating income 120 28

Distribution costs (407) (1,461)

Administrative expenses (1,356) (1,943)

Product development (755) (472)

Depreciation and amortisation (148) (265)

Amortisation of goodwill (343) (432)

Profit from operations 1,253 1,493

Finance costs – (95)

Profit before income tax 1,253 1,398

Income tax expense (669) (641)

Profit after income tax 584 757

Minority interests (25) (27)

Net profit for the period 559 730

Earnings per share (cents) of $0.05 each

– Basic 0.19 0.24

– Diluted 0.19 0.24

The review of our Group’s results for the first quarter of 2003 is set out as follows:

Revenue for our Group increased by 109.8% from $5.3 million in 1Q2002 to $11.1 million in1Q2003. Net profit after tax increased by 30.6% from $559,000 to $730,000 over the same period.The increase in revenue was due to the significant contributions from our new IT line of business,and IDEX, which we acquired in November 2002. There was no such contribution to the Groupfrom IDEX in 1Q2002.

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The consolidated balance sheets of our Group:

Unaudited (Management

Audited Accounts)FY2002 1Q2003$’000 $’000

ASSETS

Current assets :

Cash and cash equivalents 12,372 11,306Marketable securities 1,263 1,023Trade receivables 8,904 10,176Other receivables and prepayments 805 936Inventories 526 535

Total current assets 23,870 23,976


Other investments 150 150Property, plant and equipment 2,734 2,786Deferred tax assets 803 766Goodwill on consolidation 27,938 27,976Other assets 1,775 1,819

Total non-current assets : 33,400 33,497

Total assets 57,270 57,473



Short-term borrowings 5,490 5,585Trade payables and accrued liabilities 13,593 13,508Deferred revenue 8,988 7,569Income tax payable 1,240 1,671

Total current liabilities 29,311 28,333

Minority interests 154 181


Issued capital 15,085 15,085Reserves 12,720 13,874

Total equity 27,805 28,959

Total liabilities and equity 57,270 57,473

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9. WORKING CAPITAL

Our Group’s working capital as at 31 December for 2000, 2001 and 2002 are set out below:

FY2000 FY2001 FY2002$’000 $’000 $’000

Current assets :

Cash and cash equivalents 2,499 14,767 12,372 Marketable securities – 934 1,263 Trade receivables 731 2,422 8,904 Other receivables and prepayments 646 415 805 Inventories – – 526

3,876 18,538 23,870


Short-term borrowings – – 5,490 Trade payables and accrued liabilities 2,098 8,897 13,593 Deferred revenue 7,125 7,029 8,988 Income tax payable 1,028 2,073 1,240 Current portion of finance leases 13 – –

10,264 17,999 29,311

Net Current Assets (Liabilities) (“Working Capital”) (6,388) 539 (5,441)

For illustrative purposes, had the proceeds of the Rights Issue been received by 31 December2002, the effect of the Rights Issue on the Net Current Assets (Liabilities) of our Company and ourGroup, based on the audited financial statements as at 31 December 2002, would have been asfollows:



Net Current Assets (Liabilities) as at 31 December 2002 2,868 (5,441) 2,868 (5,441)

Add: Gross proceeds from the issue of Rights Shares 2,020 2,020 8,313 8,313


Estimated Net Current Assets (Liabilities) after adjusting for the Rights Issue 4,788 (3,521) 11,081 2,772

As at 31 December 2002, our Group had a negative working capital of approximately $5.4 million.This included deferred revenues of approximately $9.0 million. This large negative working capitalarises mainly from the way annual maintenance fees are classified. Our customers pay non-refundable maintenances fees 12 months in advance. We recognise such maintenances fee pro-rated over the 12 months period. When we receive cash payment for the annual maintenances, thefirst month is recognised as revenue and the balance is recorded as deferred revenue. Suchdeferred revenue is conservatively shown as a current liability although it is non-refundable. This

25


deferred revenue will be recognised as income in the next financial period. The direct labour costwhich will be incurred in order to recognize these revenues in the next financial period isapproximately $0.7 million. After adjusting for the deferred revenue of approximately $9.0 millionand costs of approximately $0.7 million, the negative working capital position as at 31 December2002 improved to approximately positive $2.8 million.

As at 31 December 2001, our Group had a positive working capital of approximately $0.5 millioncomprising deferred revenues of approximately $7.0 million. The direct labour cost that wasincurred in order to recognise these revenues in the next financial period was approximately $1.2million. After adjusting for the deferred revenue of approximately $7.0 million and costs of $1.2million, the positive working capital position as at 31 December 2001 improved to approximatelypositive $6.4 million.

As at 31 December 2000, our Group had a negative working capital of approximately $6.4 millioncomprising deferred revenues of approximately $7.1 million. The direct labour cost that wasincurred in order to recognise these revenues in the next financial period was approximately $1.3million. After adjusting for the deferred revenue of approximately $7.1 million and costs of $1.3million, the working capital position as at 31 December 2000 is approximately negative $0.6million.

The net working capital increase of $7.0 million from 31 December 2000 to $6.4 million as at 31December 2001 was primarily due to the raising of capital from the initial public offer in the amountof approximately $8.7 million and the acquisition of 60% of PRG for approximately $3.3 million.

The net working capital decrease of $3.6 million from 31 December 2001 to 31 December 2002was primarily due to the acquisition of IDEX for a cash consideration of approximately $8,000. Asat the date of acquisition of 29 October 2002, IDEX had a negative working capital ofapproximately $10.7 million and a negative tangible asset of $7.1 million. Assuming theacquisition had taken place on 1 January 2003 the proforma FY2002 working capital would be setout as below:

FY2002$’000

(Excluding the FY2002 acquisition of $’000 IDEX)

Current assets :

Cash and cash equivalents 12,372 12,394Marketable securities 1,263 1,263Trade receivables 8,904 3,557Other receivables and prepayments 805 517Inventories 526 –

23,870 17,731


Short-term borrowings 5,490 –Trade payables and accrued liabilities 13,593 8,325Deferred revenue 8,988 8,093Income tax payable 1,240 1,240

29,311 17,658

Net Current Assets (Liabilities) (“Working Capital”) (5,441) 73

26


Hence, excluding the acquisition of IDEX, our Group would have a positive working capital of$73,000.

After adjusting for net deferred revenue of approximately $8.3 million, our working capital position,assuming minimum and maximum subscription less estimated issue expenses of approximately$100,000, improves to positive $4.8 million and positive $11.1 million respectively. The minimumsubscription that will result in a positive working capital of $4.8 million is sufficient to provide theadditional working capital requirements for the increased revenue of our Group (110% in the firstquarter of 2003) primarily due to the significant contribution of IDEX growth.

The Directors constantly review our Group’s cash flow position to ensure that our Group maintainsits ability to meet its short-term obligations. Our Group is currently not under any pressure from ourbankers to repay any of our existing borrowings.

In the opinion of the Directors, after taking into consideration our Group’s present requirementsand even with the minimum net proceeds from the Rights Issue, the working capital available toour Group is sufficient to meet its present requirements.

10. PROSPECTS

Our Company’s traditional mainframe HR business (“HRMS Software”) while remaining profitablewith healthy gross margins of more than 30% has been seeing a gradual erosion of its sales by19.3% from $20.2 million in FY2001 to $16.3 million in FY2002. Our Group had recorded sales ofapproximately $3.4 million in the first quarter of the current financial year. To offset this decline inrevenues from our Group’s HRMS Software, our Company launched a web based alternative(“HRMS Services”) in July 2002 called ideal. HRMS Services achieved revenue growth of 211.1%from $2.1 million in FY2001 to $5.7 million in FY2002. In the first quarter of the current financialyear, HRMS Services recorded revenue of $1.3 million. Margins for HRMS Services are about halfthat for HRMS Software. Notwithstanding the lower margins, the diversification enabled ourCompany to achieve revenue growth of 17% from $21.6 million in FY2001 to $25.2 million inFY2002 and net profit growth of 68% over the same period. The much stronger net profit growth inFY2002 was also aided by lower R&D expenses following the completion of work for HRMSServices.

On 29 October 2002, our Company acquired an 85.7% stake in IDEX. IDEX’s primary business isin technology infrastructure design, implementation, support, network resources including networkengineering, design and project work. IDEX contributed $4.5 million in revenue and $0.29 millionin operating profit for FY2002. IDEX had a significant positive contribution to our Group’s operatingresults in the first quarter of the current financial year (58.6% of revenue and 33.6% of operatingprofit). As highlighted above, the decline in revenues of HRMS Software continued into the firstquarter of 2003.

Bearing in mind the significantly lower margins of IDEX as compared to the existing HRMSbusiness, the Directors are of the view that the investment in IDEX has been justified by its firstquarter FY2003 contribution to our Group. However additional working capital would be neededfor IDEX to attain its revenue potential, which if achieved, would enable our Group to continue todeliver profit growth in FY2003 in the face of a difficult HR operating environment.

As at the Latest Practicable Date, (i) the Directors are not aware of any events or developments inrelation to our Group which would have a material and adverse effect on our Group’s financialstatements as at 31 December 2002, being the date to which the last audited financial statementsof our Group were made up; and (ii) the Directors are not aware of any material information whichmay be relevant to the business and financial prospects of our Group, in particular, any specialbusiness factors or risks which are not mentioned elsewhere in this Abridged Prospectus andwhich are unlikely to be known or anticipated by the general public and which could materiallyaffect the profits of our Group.

27


11. CONDITIONS OF THE RIGHTS ISSUE

The offer and allotment of the Rights Shares are governed by the terms and conditions of thisAbridged Prospectus including the accompanying ARE (in the case of Entitled Depositors) andPAL (in the case of Entitled Shareholders).

12. ADDITIONAL INFORMATION

Additional information relating to the Rights Issue and our Group is contained in the Appendices tothis Abridged Prospectus.

Yours faithfullyFor and on behalf ofintegra2000 Ltd

Kwok Kah KieChief Executive Officer & Managing Director

28

APPENDIX A : DIRECTORS’ REPORT

19 June 2003

The Shareholdersintegra2000 Ltd750C Chai Chee Road#02-03Technopark @ Chai CheeSingapore 469003

Dear Sirs

On behalf of the Directors of our Company, I report that, having made due inquiry in relation to the periodbetween 31 December 2002, the date to which the last audited consolidated accounts of our Group weremade up, and the date hereof, being a date not earlier than 14 days before the issue of this AbridgedProspectus dated 30 June 2003 (the “Abridged Prospectus”) and save as disclosed in this AbridgedProspectus:

(a) the business of our Group has, in the opinion of the Directors, been satisfactorily maintained;

(b) in the opinion of the Directors, no circumstances have arisen since the last Annual GeneralMeeting of our Company which adversely affect the trading or the value of the assets of ourGroup;

(c) the current assets of our Group appear in the books at values which are believed to be realizablein the ordinary course of business;

(d) no contingent liabilities have arisen by reason of any guarantees given by our Group other than inrespect of guarantees given in the ordinary course of business; and

(e) since the last annual report of our Company, there have been no unusual factors affecting theprofits and no material changes in the published reserves of our Group.

Yours faithfullyFor and on behalf ofintegra2000 Ltd

Kwok Kah KieChief Executive Officer & Managing Director

29

APPENDIX B: AUDITORS’ REPORT AND AUDITED FINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2002

The information in this Appendix has been reproduced from the audited financial statements of ourGroup for the financial year ended 31 December 2002, except for page references which have beenchanged to conform with the pagination of this Abridged Prospectus, and has not been specificallyprepared for inclusion in this Abridged Prospectus.

AUDITORS’ REPORT TO THE MEMBERS OF INTEGRA2000 LTD AND SUBSIDIARIES

We have audited the financial statements of Integra2000 Ltd and of the Group as at 31 December 2002set out on pages 31 to 58. These financial statements are the responsibility of the Company’s directors.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 requirethat we plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by the directors, as well as evaluating theoverall financial statements presentation. We believe that our audit provides a reasonable basis for ouropinion.

In our opinion,

a) the accompanying financial statements and consolidated financial statements are properly drawnup in accordance with the provisions of the Singapore Companies Act Cap 50, (“Act”) andInternational Accounting Standards and Interpretations of those Standards and so as to give a trueand fair view of :

i) the state of affairs of the Company and of the Group as at 31 December 2002 and of theresults and changes in equity of the Company and of the Group and cash flows of theGroup for the financial year then ended; and

ii) the other matters required by section 201 of the Act to be dealt with in the financialstatements and consolidated financial statements;

b) the accounting and other records, and the registers required by the Act to be kept by the Companyhave been properly kept in accordance with the provisions of the Act.

We have considered the financial statements and auditors’ reports of all the subsidiaries of which wehave not acted as auditors, being financial statements included in the consolidated financial statements.The names of these subsidiaries are indicated in Note 7 to the financial statements.

We are satisfied that the financial statements of the subsidiaries that are consolidated with the financialstatements of the Company are in form and content appropriate and proper for the purposes of thepreparation of the consolidated financial statements, and we have received satisfactory information andexplanations as required by us for those purposes.

The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification.

Chio Lim & AssociatesCertified Public Accountants

Kaka Singh Partner in charge from 31 December 2001

Singapore27 February 2003

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BALANCE SHEETSAs at 31 December 2002

Group CompanyNotes 2002 2001 2002 2001

$’000 $’000 $’000 $’000

ASSETS

Current assets :

Cash and cash equivalents 12,372 14,767 2,064 3,118 Marketable securities 4 1,263 934 907 934 Trade receivables 5 8,904 2,422 138 181 Other receivables and prepayments 6 805 415 104 42 Inventories 526 – – –

Total current assets 23,870 18,538 3,213 4,275


Investments in subsidiaries 7 – – 20,843 16,952 Other investments 8 150 – 150 –Property, plant and equipment 9 2,734 1,573 302 406 Deferred tax assets 23 803 855 – –Goodwill on consolidation 10 27,938 21,836 – –Other assets 11 1,775 22 3,642 3,580

Total non-current assets : 33,400 24,286 24,937 20,938

Total assets 57,270 42,824 28,150 25,213



Short-term borrowings 12 5,490 – – –Trade payables and accrued liabilities 13 13,593 8,897 345 494 Deferred revenue 14 8,988 7,029 – –Income tax payable 1,240 2,073 – –

Total current liabilities 29,311 17,999 345 494

Minority interests 154 106 – –


Issued capital 15 15,085 15,085 15,085 15,085 Reserves 12,720 9,634 12,720 9,634

Total equity 27,805 24,719 27,805 24,719

Total liabilities and equity 57,270 42,824 28,150 25,213

See accompanying notes to financial statements.

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INCOME STATEMENTSYear ended 31 December 2002

Group CompanyNotes 2002 2001 2002 2001

$’000 $’000 $’000 $’000

Revenue 17 25,191 21,600 1,385 724

Cost of services (7,183) (4,303) (1,013) (33)

Gross profit 18,008 17,297 372 691

Other operating income 18 103 334 322 316

Distribution costs (2,814) (1,377) (242) (237)

Administrative expenses (6,363) (5,497) (410) (1,393)

Product development (2,386) (4,389) (234) (330)

Amortisation of goodwill (1,431) (1,113) – –

Loss on phased-out product lines 19 – (1,161) – –

Other (charges) / credits 20 (297) (471) (206) (486)

Profit / (loss) from operations 4,820 3,623 (398) (1,439)

Finance costs 21 (48) (11) – –

Profit / (loss) before income tax 22 4,772 3,612 (398) (1,439)

Income tax expense 23 (1,811) (1,778) – –

Profit / (loss) after income tax 2,961 1,834 (398) (1,439)

Minority interests (56) (106) – –

Net profit / (loss) for the year 2,905 1,728 (398) (1,439)

Earnings per share (cents) of $0.05 each 24– Basic 0.96 0.59

– Diluted 0.96 0.59


32


STATEMENTS OF CHANGES IN EQUITY

Financial year ended 31 December 2002

AccumulatedShare Share Translation Revaluation profits/Capital premium reserves reserves (losses) Total

Group $’000 $’000 $’000 $’000 $’000 $’000

Balance at 31 December 2000 1,908 10,934 (499) – 2,526 14,869Foreign currency translation differences (restated - Note 33) – – (7) – – (7)

Net gains and losses not recognised in the incomestatement – – (7) – – (7)

Capitalisation (Note 15) 10,877 (10,877) – – – –Issue of share capital 2,300 7,360 – – – 9,660Share issue expenses – (1,531) – – – (1,531)Net profit for the year (restated - Note 33) – – – – 1,728 1,728

Balance at 31 December 2001 15,085 5,886 (506) – 4,254 24,719Foreign currency translation differences – – 181 – – 181

Net gains and losses not recognised in the income statement – – 181 – – 181

Net profit for the year – – – – 2,905 2,905

Balance at 31 December 2002 15,085 5,886 (325) – 7,159 27,805

Company

Balance at 31 December 2000 1,908 10,934 – 2,883 (856) 14,869Foreign currency translation differences (restated - Note 33) – – 327 – – 327

Surplus on revaluation of subsidiaries – – – 2,833 – 2,833

Net gains and losses not recognised in the income statement – – 327 2,833 – 3,160

Capitalisation (Note 15) 10,877 (10,877) – – – –Issue of share capital (Note 15) 2,300 7,360 – – – 9,660

Share issue expenses – (1,531) – – – (1,531)Net loss for the year (restated - Note 33) – – – – (1,439) (1,439)

Balance at 31 December 2001 15,085 5,886 327 5,716 (2,295) 24,719Foreign currency translation differences (407) (407)

Surplus on revaluation of subsidiaries – – – 3,891 – 3,891

Net gains and losses not recognised in the income statement – – (407) 3,891 – 3,484

Net loss for the year – – – – (398) (398)

Balance at 31 December 2002 15,085 5,886 (80) 9,607 (2,693) 27,805


33


CONSOLIDATED CASH FLOW STATEMENTFinancial year ended 31 December 2002

2002 2001$’000 $’000

Cash flows from operating activities :

Profit before income tax 4,772 3,612Adjustments for :-

Depreciation expense 523 489 Goodwill amortisation expense 1,431 1,113 Dividend income (7) –Interest income (91) (334)Interest expense 48 11 Loss on disposal of plant and equipment – 2 Investment written off – 500

Operating profit before working capital changes 6,676 5,393Marketable securities (329) (934)Trade receivables (2,394) (2,310)Other receivables and prepayments 167 231Inventories (526) –Trade payables and accrued liabilities (3,907) 2,054Deferred revenue 977 (211)

Cash generated from operations 664 4,223 Interest paid (48) (11)Dividend income received 7 –Interest received 91 334 Income tax paid (2,592) (809)

Net cash (used in) from operating activities (1,878) 3,737

Cash flows from investing activities :

Purchase of property, plant and equipment (167) (444)Disposal of property, plant and equipment – 4Increase in other investments (150) (232)Acquisition of subsidiaries net of cash acquired (Note 29) (8) 1,246Increase in other assets (18) –

Net cash (used in) from investing activities (343) 574

Cash flows from financing activities :

Proceeds from issuing shares – 8,129Decrease in finance leases – (13)Decrease in deferred rent – (93)

Net cash from financing activities – 8,023

Net effect of exchange rate changes in consolidating subsidiaries (174) (66)

Net increase in cash (2,395) 12,268Cash at beginning of year 14,767 2,499

Cash at end of year (Note 28) 12,372 14,767


34


NOTES TO THE FINANCIAL STATEMENTS31 DECEMBER 2002

1. GENERAL

The Company is incorporated in Singapore. The financial statements are expressed in Singaporedollars. They are drawn up in accordance with the provisions of the Singapore Companies Act,Cap 50, (“Act”) and International Accounting Standards (“IAS”) and Interpretations of thoseStandards. The financial statements were approved and authorised for issue to the shareholdersby the board of directors on 27 February 2003.

The principal activities of the Company are those of an investment holding company andinformation technology service provider.

The principal activities of the subsidiaries are disclosed in the notes to the financial statements.

The Company is listed on the Stock Exchange of Singapore Dealing and Automated QuotationSystem (“SESDAQ”).

The registered office address is: 750C Chai Chee Road, #02-03 Technopark @ Chai Chee,Singapore 469003.

The Company is domiciled in Singapore.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING CONVENTION – The financial statements are prepared under the historical costconvention, modified to include the revaluation of certain financial assets and financial liabilities.

BASIS OF PRESENTATION – The consolidation accounting method is used for the consolidatedfinancial statements which include the financial statements made up to balance sheet date eachyear of the Company and of those companies in which it holds, directly or indirectly throughsubsidiaries, over 50 percent of the shares and voting rights. All significant intercompany balancesand transactions have been eliminated on consolidation. The results of subsidiaries acquired ordisposed of during the financial year are consolidated from the respective dates of acquisition orup to the dates of disposal. On disposal the attributable amount of unamortised goodwill isincluded in the determination of the gain or loss on disposal.

GOODWILL – Goodwill or negative goodwill arising on acquisition is based on the purchasemethod. Goodwill arising on consolidation represents the excess of the cost of acquisition over theGroup’s interest in the fair value of the identifiable assets and liabilities of a subsidiary, at the dateof acquisition. Goodwill is recognised as an asset and amortised on a straight-line basis followingan assessment of its foreseeable life and it is amortised over 10 to 20 years. Goodwill and fairvalue adjustments arising on the acquisition of a foreign entity are treated as assets and liabilitiesof the foreign entity and translated at the closing rate.

MINORITY INTERESTS – Minority interests are stated at the appropriate proportion of the post-acquisition values of the identifiable assets and liabilities of the subsidiaries.

INVENTORIES – Inventories of consisting of consumable components are measured at the lowerof cost on first in first out method and net realisable value

35


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

SUBSIDIARIES – In the Company’s own financial statements, the investments in subsidiaries arestated at fair values as available-for-sale financial assets. The net book value of the subsidiaries isused as the fair value as it is impracticable to determine a reliable fair value for the unlisted equityshares by other methods. A gain or loss on remeasuring available-for-sale financial assets to fairvalue is recognised directly in equity. The book values of the subsidiaries are not necessarilyindicative of the amounts that would be realised in a current market exchange.

OTHER INVESTMENTS – Investments in debt and equity securities that have readily determinablefair values are classified and accounted for in one of two categories: held-to-maturity, or available-for-sale. Held-to-maturity securities are recorded at amortised cost in short-term and long-terminvestments. Available-for-sale securities are recorded at fair value in short-term or long-terminvestments with the change in fair value recorded in earnings for short-term investments andexcluded from earnings and recorded net of tax as a component of accumulated other non-ownerchanges in equity for long-term investments. Management determines the appropriateclassification of its investments in debt and equity securities at the time of purchase and re-evaluates such determinations at each balance sheet date.

Long-term investments that are intended to be held-to-maturity, such as bonds, are subsequentlymeasured at amortised cost using the effective interest method. Amortised cost is calculated bytaking into account any discount or premium on acquisition, over the period to maturity. Forinvestments carried at amortised cost, gains and losses are recognised in income when theinvestments are derecognised or impaired, as well as through the amortisation process.

REVENUE RECOGNITION – Maintenance revenue is recognised on a time-proportion basis overthe maintenance period, which is generally one year. Service revenue consists primarily of trainingand consulting services and other revenues are recognised as the services are completed.Software license revenue is recognised upon delivery provided that no significant obligationsremain, no significant uncertainties exist with respect to product acceptance and collection isprobable. The Group allocates a portion of software license fees to post-contract maintenanceactivities. Cable installation revenues are recognised as billed and this method approximates thestage of completion method, calculated on the cost to total cost basis.

Deferred revenue – Deferred revenue consists principally of amounts billed or collected fromcustomers for software maintenance services that the Group will provide in future periods andamounts billed in excess of costs and estimated earnings on uncompleted cable installationcontracts.

Interest revenue – Interest revenue is recognised on a time-proportion basis using the effectiveinterest rate.

Dividend revenue – Dividend revenue is recognised when the shareholder’s right to receive thedividend is legally established.

FOREIGN CURRENCY TRANSACTIONS – The functional currency of the Company and theGroup is the US dollar. Transactions in foreign currencies are recorded in US dollars at the ratesruling at the dates of the transactions. At each balance sheet date, recorded monetary balancesand balances carried at fair value that are denominated in foreign currencies are reported at therates ruling at the balance sheet date. All realised and unrealised exchange adjustment gains andlosses are dealt with in the income statement. There is a change in accounting policy (see Note33). For the purposes for the Singapore dollar financial statements the balances are translatedinto Singapore dollars using the temporal method, that is, the assets and liabilities are translated atthe closing rate of exchange and the income statement items at the average rate and thedifference arising from the translation is taken direct to reserves.

36



FOREIGN CURRENCY FINANCIAL STATEMENTS – For the purposes of consolidation, assetsand liabilities of self-sustaining subsidiaries denominated in currencies other than Singaporedollars are translated at the year end rates of exchange and the results of their operations aretranslated at average rates of exchange for the year. The resulting translation adjustments areaccumulated in a separate component of shareholders’ equity until the disposal of the subsidiaries.

RESEARCH AND DEVELOPMENT COSTS – The Group charges the costs of research anddevelopment incurred to establish the technological feasibility of computer software products tooperations when incurred. Thereafter, it capitalises all software development costs until theproduct is available for general release to customers. During the years ended 31 December 2002and 2001, the Group did not capitalise any software development costs since the time betweentechnological feasibility and general release of a product is not significant and related costsincurred during that time are immaterial.

STOCK-BASED COMPENSATION – International Accounting Standard No. 19 “EmployeeBenefits” which establishes a fair value-based method for stock-based compensation plans, alsopermits an election to continue with disclosures of proforma net income under the method. TheGroup accounts for stock-based compensation under IAS 19 and complies with the disclosureprovision of IAS 19.

PROPERTY, PLANT AND EQUIPMENT – Property, plant and equipment are stated at cost lessaccumulated depreciation. When assets are sold or retired, their cost and accumulateddepreciation are removed from the financial statements and any gain or loss resulting from theirdisposal is included in the income statement.

Depreciation is provided on gross carrying amounts in equal annual instalments over the estimateduseful lives of the assets as follows:

Leasehold improvements – 3 years or over the remaining lease termPlant, equipment and software – 3 to 10 years

Fully depreciated assets still in use are retained in the financial statements.

INCOME TAXES – Income taxes are accounted for using the asset and liability method. The assetand liability method requires the recognition of taxes payable or refundable for the current year anddeferred tax liabilities and assets for the future tax consequence of events that have beenrecognised in the financial statement or tax returns. The measurements of current and deferredtax liabilities and assets are based on provisions of the enacted tax laws; the effects of futurechanges in tax laws or rates are not anticipated. The measurement of deferred tax assets isreduced, if necessary, by the amount of any tax benefits that, based on available evidence, are notexpected to be realised.

NON-CURRENT ASSETS – Non-current assets, such as property, plant and equipment, goodwilland investments are reviewed for impairment whenever events or changes in circumstancesindicate that the net book value of these assets may not be recoverable. Impairment losses aredetermined based on the difference between fair value, which would generally approximateestimated future cash flows discounted at the Group’s cost of capital or where appropriate the salevalue, and net book value.

RETIREMENT BENEFITS COSTS – Contributions to defined contribution retirement benefit plansare recorded as an expense as they fall due. Contributions made to government managedretirement benefit plan such as the Central Provident Fund which specifies the employer’sobligations are dealt with as defined contribution retirement benefit plans.

37



ACCOUNTING ESTIMATES – The preparation of financial statements in conformity with generallyaccepted accounting principles requires the directors to make estimates and assumptions thataffect the reported amounts of assets and liabilities and disclosure of contingent assets andliabilities at the date of the financial statements and the reported amounts of revenue andexpenses during the reporting period. Actual results could differ from those estimates.

LIABILITIES AND PROVISIONS – A liability and provision is recognised when there is a presentobligation (legal or constructive) as a result of a past event, it is probable that an outflow ofresources embodying economic benefits will be required to settle the obligation and a reliableestimate can be made of the amount of the obligation.

CREDIT RISK ON FINANCIAL ASSETS – Financial assets that are potentially subject toconcentrations of credit risk consist principally of cash, cash equivalents and trade and otheraccounts receivable. The directors believe that the financial risks associated with these financialinstruments are minimal. The Company places its cash and cash equivalents with high creditquality institutions. The Company performs ongoing credit evaluation of its debtors’ financialcondition and maintains a provision for doubtful accounts receivable based upon the expectedcollectibility of all accounts receivable.

OTHER RISKS ON FINANCIAL INSTRUMENTS – The Company monitors its interest, foreignexchange risks, and changes in fair values from time to time and any gains and losses areincluded in the income statement. The Company does not utilise forward contracts or otherarrangements for trading or speculative purposes. At 31 December 2002 there were no sucharrangements, interest rate swap contracts or other derivative instruments outstanding. TheCompany is exposed to interest rate price risk for financial instruments with a fixed interest rateand to interest rate or cash flow risk for financial instruments with a floating interest rate that isreset as market rates change. The Company is also exposed to changes in foreign exchangerates and liquidity of businesses. Almost all its financial assets are in US dollars. The foreignexchange risks are minimal as the foreign subsidiaries are self-sustaining and operate in U.S.A.

OTHER BUSINESS RISKS AND UNCERTAINTIES – The Group is subject to a number of risksincluding the development and marketing of unproven software products, the need to maintainadequate financing, better capitalised competitors and dependence on essential personnel. Thesoftware industry is characterised by rapid technological developments, frequent productintroductions, evolving industry standards, changes in customer requirements and short productlife cycles. Significant technological changes or the emergence of competitive products with newcapabilities could adversely affect the business plan and operating results of the Group.

FAIR VALUE OF FINANCIAL INSTRUMENTS – The carrying values of cash, accounts receivable,investments and other financial assets and, short-term borrowings, accounts payable and othercurrent liabilities approximate their fair market values due to the short-term maturity of theseinstruments. Where applicable, the fair market value of long-term debt is determined based onmarket quoted rates or is estimated using rates currently available to the Group for debt withsimilar terms and maturities. The fair market value of long-term debt payable was not determinedas there are no significant items as at the end of the year.

DERIVATIVE FINANCIAL INSTRUMENTS – The Group may, from time to time, enter intoborrowing and foreign exchange arrangements or interest rate swap contracts or similarinstruments as hedges against changes in interest rates or the fair value of the Group’s liabilities.The Group does not utilise these arrangements for trading or speculative purposes. At 31December 2002 there were no such arrangements, interest rate swap contracts or other derivativeinstruments outstanding.

38



CASH AND CASH EQUIVALENTS – Cash and cash equivalents include bank and cash balancesand any highly liquid debt instruments purchased with an original maturity of three months or less.The carrying value of these instruments approximates fair value due to short maturities.

3. RELATED COMPANY TRANSACTIONS

Related companies in these financial statements refer to the subsidiaries of the Company.

Some of the Company’s transactions and arrangements are between members of the Group andthe effect of these on the basis determined between the parties are reflected in these financialstatements. The intercompany balances are without fixed repayment terms and interest unlessstated otherwise.

4. MARKETABLE SECURITIES

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Listed bonds of corporations at cost 696 934 525 934Less: Provision (13) – (13) –Listed investments in unit trust at cost 159 – 88 –Less: Provision (1) – (1) –Listed equities of corporations at cost 817 – 703 –Less: Provision (395) – (395)

1,263 934 907 934

Fair valueListed bonds of corporations 683 934 512 934Listed investments in unit trust 158 – 87 –Listed equities of corporations 422 – 308 –

1,263 934 907 934

Analysis of above amount by currency:US dollars 1,263 934 907 934

Movements in provision:Balance at beginning of year – – – –Charge to income statement 409 – 409 –

Balance at end of year 409 – 409 –

The marketable securities represent short-term investments in listed equity securities whichprovide an with opportunity for return through dividend income and trading gains. The fair value ofthese securities approximates to their market value.

The rate of interests for the bonds ranged from 5.00% to 6.80% (2001: 6.375%) receivable halfyearly. The effective interest rates for the year ranged from 5.20 to 6.80% (2001: 6.30%) per year.

39


5. TRADE RECEIVABLES

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Outside parties 14,717 2,476 1 –Less: provision (5,813) (54) – –Subsidiaries (Note 3 and 7) – – 137 181

8,904 2,422 138 181

Movements in above provision:Balance at beginning of year 54 69 – –Subsidiary acquired 5,752 – – –Foreign exchange adjustments (3) – – –Charge/(reversed) to income statement 10 (15) – –

Balance at end of year 5,813 54 – –

The average credit period taken by customers, excluding all items provided for ranges from 14days to 25 days. A provision is made for estimated irrecoverable amounts from the customers.This provision is determined by reference to past default experience. The directors consider thatthe carrying amount of trade receivables approximates to their fair value. The amounts are mainlyin US dollars.

There is no concentration of customers.

6. OTHER RECEIVABLES AND PREPAYMENTS

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Subsidiaries (Note 3 and 7) – – 70 –Sundry receivables 472 135 11 17Prepayments 333 280 23 25

805 415 104 42

The amounts are mainly in US dollars.

40


7. INVESTMENTS IN SUBSIDIARIES

Company2002 2001$’000 $’000

Unlisted equity shares at cost 11,236 11,236Increase in fair value 9,607 5,716

At directors’ valuation of fair value 20,843 16,952

The investments are in US dollars.

The net book value of the subsidiaries is used as the fair value as it is impracticable to determinea reliable fair value for the unlisted equity shares by other methods.

PercentageName of subsidiaries, country of incorporation, Cost in books of equity heldplace of operations and principal activities of Company by Group

2002 2001 2002 2001$’000 $’000 % %

Integral Systems, Inc., USA (“ISI”) 11,236 11,236 85(b) 85(b)Primarily engaged in providing maintenance service and support to its existing customer and the development and licensing of an internet delivery system, for its human resource and payroll application software.

IDEX Global Services, Inc., USA (“IDEX”) (a) – 73 –IDEX provides voice and data networks and cabling, project management, system integration and electrical design and installation. (subsidiary from 29 October 2002)

InPower Inc., USA (“InPower”) (a) (a) 85 85Inactive.

Payroll Resource Group, Inc., USA (“PRG”) (a) (a) 51 51PRG provides payroll processing and related services(subsidiary from 1 October 2001)

Total 11,236 11,236

(a) Held by Integral Systems, Inc.

(b) Ordinary and series D, E and F preference shares. The preference shares are convertible toordinary stock at the option of the holder. Series D, E and F preferred shareholders areentitled to receive dividends, when declared, before and in preference to any payment ofdividends to common stockholders at the rate of US$0.125, US$0.2881 and US$0.049 pershare per annum, respectively. Dividends are not cumulative and are payable only whenand if declared by the board of directors of ISI.

(c) All the above subsidiaries are audited by Wilson Markle Stuckey Hardesty & Bott, USA, afirms of accountants other than member firms of Howarth International of which Chio Lim &Associates, Singapore is a member.

Also refer to Note 29 relating to the acquisitions of subsidiaries.

41


8. OTHER INVESTMENTS

Available-for-sale investments: Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Unquoted equity shares at cost:At beginning of year – 500 – 500Additions 150 – 150 –Amounts written off – (500) – (500)Increase in fair value – – – –

Fair value at end of year 150 – 150 –

Fair value of other investments 150 – 150 –

Other investments are investments in equity securities, representing strategic investments inunlisted companies which are held primarily for long-term growth potential. The fair value of theseinvestments at the balance sheet date is estimated by the directors, based on the net presentvalue of anticipated future cash flows.

9. PROPERTY, PLANT AND EQUIPMENT

GroupPlant,

Leasehold equipmentimprovements and software Total

$’000 $’000 $’000

Cost:At beginning of year 158 4,007 4,165Foreign exchange adjustments (8) (242) (250)Subsidiary acquired 425 4,063 4,488Additions 40 127 167

At end of year 615 7,955 8,570

Accumulated depreciation:At beginning of year 145 2,447 2,592Foreign exchange adjustments (8) (147) (155)Subsidiary acquired 372 2,504 2,876Depreciation for the year 34 489 523

At end of year 543 5,293 5,836

Depreciation for last year 50 439 489

Net book value:At beginning of year 13 1,560 1,573

At end of year 72 2,662 2,734

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9. PROPERTY, PLANT AND EQUIPMENT (Cont’d)

CompanyPlant,

Leasehold equipmentimprovements and software Total

$’000 $’000 $’000

Cost:At beginning of year 18 487 505Foreign exchange adjustments (1) (29) (30)Additions – 9 9

At end of year 17 467 484

Accumulated depreciation:At beginning of year 9 90 99Foreign exchange adjustments – (8) (8)Depreciation for the year 2 89 91


Depreciation for last year 5 69 74

Net book value:At beginning of year 9 397 406


10. GOODWILL ON CONSOLIDATION

Group2002 2001$’000 $’000

Cost :At beginning of year 23,976 20,536Foreign exchange adjustments 449 –Arising from acquisition of subsidiary 7,091 3,440

At end of year 31,516 23,976

Accumulated amortisation:At beginning of year 2,140 1,027Foreign exchange adjustments 7 –Amortisation for the year 1,431 1,113

At end of year 3,578 2,140

Net book value:At beginning of year 21,836 19,509

At end of year 27,938 21,836

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11. OTHER ASSETS

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Note and interest receivable from subsidiary (Notes 3 and 7) (a) – – 3,636 3,575

Note receivable (b) 1,735 – – –Deposits to secure services 40 22 6 5

1,775 22 3,642 3,580

(a) The borrowing in US dollar is by ISI and it is evidenced by an Unsecured ConvertiblePromissory Note (“Note”). Principal and interest, fixed at 8% per year and compoundedmonthly from 30 September 2001 is due at maturity on 30 September 2003. Under theterms of the Note, the Company may request or require conversion of all or a portion of thebalance due under the Note to common stock of ISI at US$0.10 per share.

(b) The other note receivable in US dollar is payable in 2006 and is at the rate of 5% per year.

The fair value of long-term debt receivables approximates the carrying value.

12. SHORT-TERM BORROWINGS

Group2002 2001$’000 $’000

Bank loan (secured) 5,490 –

The bank loan in US dollars to a subsidiary is subject to review by the bank on 31 October 2003.Variable interest at the bank prime rate plus 0.75% (4.25% prime rate as of December 31, 2002) isdue monthly. Certain assets of ISI and IDEX secure the credit line and ISI must meet variousfinancial standards and ratios, as defined in the agreement with the bank. InPower guarantees thecredit line. As of 31 December 2002, management believes that ISI complies with all terms of thecredit line.

13. TRADE PAYABLES AND ACCRUED LIABILITIES

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Outside parties and accrued liabilities 13,593 8,897 345 494

The amounts are mainly in US dollars.

The average credit period taken by the Group to settle payables is about 45 days.

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14. DEFERRED REVENUE

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Balance at beginning of year 7,029 7,125 – –Foreign exchange adjustments (471) – – –Subsidiary acquired 982 116 – –Credits during the year 16,280 6,913 – –Transferred to income statement (14,832) (7,125) – –

Balances at end of year 8,988 7,029 – –

15. ISSUED CAPITAL

Number of shares Group and Company2002 2001 2002 2001

$’000 $’000

Authorised:Ordinary shares of $0.05 each 600,000,000 600,000,000 30,000 30,000

Issued and fully paid:Ordinary shares of $0.05 each 301,713,673 301,713,673 15,085 15,085

The share premium account balance and the unrealised reserves shown in the statement ofchanges in equity are not available for distribution as cash dividends.

OPTIONS AND WARRANTS:

During the financial year, no option to take up unissued shares of the Company or anycorporations in the Group was granted. Details of options granted in previous years are as follows:

Stock Option Plans of Subsidiaries:

Integral Systems, Inc. (“ISI”) has two stock option plans, the 1993 Plan and the 1982 Plan(collectively, the “ISI Plans”) which provide for the grant of incentive stock options to the ISIemployees, directors and officers and nonqualified stock options to the ISI officers, employees,consultants, advisors and directors. 5,500,000 shares of common stocks (of US$0.01 par value)are reserved for issuance under the 1993 Plan and no shares remain in reserve for issuanceunder the 1982 Plan.

The ISI Plans are administered by the board of directors of ISI or its designees and they providegenerally that the option price for an incentive stock option shall not be less than the fair marketvalue of the shares on the date of grant. The option price of a nonqualified stock option generallyshall not be less than 85% of the fair market value on the date of grant. Under the ISI Plans,incentive and nonqualified stock options may be granted to a person who, at the time of the grant,owns stock of more than ten percent of the total combined voting power of all classes ofoutstanding stock of ISI. However, at the time such options are granted, the option price must beat least 110% of the fair market value of the stock and such option may not be exercisable untilafter five years from the date of grant. Options generally vest rateably over three years and expireten years from the date of grant.

45


15. ISSUED CAPITAL (Cont’d)

During 1996, InPower adopted the InPower, Inc. Stock Option Plan (“InPower Plan”) and reserved2,500,000 shares of InPower common stock for issuance. The InPower Plan provides for the grantof incentive stock options to employees of InPower and ISI and the grant of nonqualified stockoptions and restricted stock options to employees, officers, directors, consultants and advisors ofInPower and ISI. The InPower Plan has similar terms and conditions as the ISI Plans. In February2000, the board of directors discontinued new grants under the InPower Plan and offered allcurrent employees holding InPower Plan stock options the ability to convert each InPower stockoption into two ISI stock options with the exercise price of US$0.10 per share under the ISI 1993Plan. Service with InPower will be recognised for vesting purposes on converted stock optionsand the term of each converted stock option will be measured from the grant date of the originalInPower stock option. This exchange is, in effect, a repricing of the exchange stock options andresults in these options becoming variable stock options. Future increases in the fair value ofthese options will result in compensation cost to ISI.

Activities under the Plans are as follows:

At At ExerciseDate of Grant 1.1.2002 Cancelled 31.12.2002 price Exercise period

ISI Plan Shares:9 Feb 2000 1,541,000 (9,000) 1,532,000 US$0.10 9 Feb 2000 – 9 Feb 20101 May 2000 33,100 (3,100) 30,000 US$0.10 1 May 2000 – 1 May 201021 Oct 1992 3,250 (3,250) – US$0.97 21 Oct 1992 – 21 Oct 200210 May 1994 250 – 250 US$0.97 10 May 1994 – 10 May 20046 Feb 1995 1,250 – 1,250 US$1.25 6 Feb 1995 – 6 Feb 200524 Jul 1995 500 – 500 US$1.25 24 Jul 1995 – 24 Jul 200515 Jun 1995 250 (250) – US$1.25 15 Jun 1995 – 15 June 2005

1,579,600 (15,600) 1,564,000

Activities under the Plans for the past year have been disclosed in the directors’ report for lastyear.

The following table summarises information about director share options under the ISI Planoutstanding as at 31 December 2002:

Aggregated AggregatedOptions options granted options exercised/ AggregatedGranted from start of lapsed from optionsduring scheme to start of scheme outstanding

Name of participant 2002 end of 2002 to end of 2002 at 31.12.2002

Directors of the Company:Kwok Kah Kie – 500,000 – 500,000(a)Kwok Kah Kie – 80,000 (80,000) –Craig Daron Morris – 750,000 – 750,000(a)Craig Daron Morris – 240,000 (240,000) –

Total – 1,570,000 (320,000) 1,250,000

Exercise price and period:

(a) US$0.10 exercisable between 9 February 2000 and 9 February 2010.

46


15. ISSUED CAPITAL (Cont’d)

No participant has received 5% or more of the total number of the options available under theScheme except for the above two directors.

Except as disclosed above, there were no options outstanding at the end of the year or grantedduring the year to (a) directors and controlling shareholders of the Company and (b) directors andassociates of the controlling shareholders of the Company.

Warrants of ISI

Effective from 1 October 2001, ISI purchased 60% of the outstanding stock of Payroll ResourcesGroup, Inc. (PRG), incorporated in California from its sole owner, Robeson, Ltd. (Robeson),incorporated in the British Virgin Islands. ISI paid Robeson US$1,900,000 and 2,550,000 commonstock warrants, which Robeson may exercise to purchase 2,550,000 shares of common stock ofISI for US$0.10 per share, as adjusted. ISI borrowed US$1,900,000 from the Company to financethe acquisition of PRG with an option for the Company to convert all or part of the loan to commonstock of ISI for US$0.10 per share. In the event Robeson and the Company converted thewarrants and loan respectively, the interest of the Company in ISI would be increased from 85% to87%. Management has determined that the fair value of the common stock warrants issued inconnection with the purchase of its interest in PRG had only a nominal value, because theexercise price was equal to the fair market value of the common shares.

Warrants of IDEX

Effective from 29 October 2002, ISI purchased 85.7% of the outstanding stock of IDEX, aCalifornia corporation. ISI paid US$4,500 ($8,000) for the stock and agreed to assume certainbank and other indebtedness of IDEX. As of the acquisition date, the indebtedness exceeded thefair value of the assets acquired by US$4,086,000 ($7,083,000) which amount is recorded asgoodwill in the accompanying consolidated balance sheet. Before the acquisition, IDEX hadissued warrants for the purchase of up to 13% of the IDEX. These warrants were not cancelled inconnection with the acquisition and are exercisable for nominal amounts. Shortly before theacquisition, IDEX sold shares to certain employees for US$300,000 of which US$102,000($177,000) was paid and US$198,000 ($343,000) is payable in the form of promissory notessecured by the IDEX shares. The IDEX shares sold to employees represent 4.8% of the totalshares outstanding.

Fair value disclosures:

Had compensation cost for the ISI and InPower Plans been determined based on the fair value atthe grant dates for the awards under a method permitted by IAS 19, the Group’s proforma netincome would not have materially changed for the years ended 31 December 2002 and 2001. Thefair value of each option is estimated on the date of grant using the minimum value method withthe following assumption used for grants:

2002 2001

Annual dividend yield 0.00% 0.00%Risk-free annual interest rates 4.31% 3.48%Volatility 0.00% 0.00%Expected option term of years 3 years 3 years

47


16. RETIREMENT PLANS

Employees of the Company in Singapore contribute to the government managed retirement benefitplan, the Central Provident Fund, which specifies the employer’s obligations and these are dealtwith as defined contribution retirement benefit plans.

The subsidiaries, ISI, IDEX, InPower and PRG sponsor separate defined contribution planscovering substantially all their employees. Their board of directors determine annually anycontributions to the plans. During the year, PRG did not contribute to the plan.

IDEX is required to contribute to various union-administered pension plans covering substantiallyall of its unionised employees. The Employees’ Retirement Income Security Act of 1974 (ERISA)in USA, as amended, imposes certain liabilities on contributors to multi-employer plans whencontributors withdraw. A withdrawing contributor would be liable for an allocated share of theplans’ total unfunded liabilities for vested benefits. The relative asset and benefit positions of IDEXin the various multi-employer pension plans are not currently determinable. The policy of IDEX isto expense contributions accrued, but it has not calculated the amount actuarially attributable tothese plans.

17. REVENUE

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Maintenance 14,134 16,107 – –Services 5,902 2,521 1,371 720Software licence fees 460 1,475 – –Outsourcing 4,681 1,493 – –Others 14 4 14 4

25,191 21,600 1,385 724

Software licence fees consist of initial licenses for HR/payroll software. Software maintenance feesconsist of fees from renewable maintenance contracts that provide HR/payroll software updates,upgrades and support. Contractual services consist of payroll processing, cable installation andrelated services.

18. OTHER OPERATING INCOME

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Dividend income from listed corporations – gross 7 – – –Rental income 5 – – –Interest income from subsidiaries – – 291 75Interest income from non-related parties 91 334 31 241

103 334 322 316

48


19. LOSS ON PHASED-OUT PRODUCT LINES

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Revenue – 2 – –Cost of sales – – – –

Gross profit – 2 – –Product development – (890) – –Administrative expenses – (273) – –

Loss on phased-out products – (1,161) – –

20. OTHER (CHARGES) / CREDITS

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Foreign exchange adjustments (loss)/gain (32) 14 (7) 14Reversal of /(provision) for doubtful trade debts (10) 15 – –Provision on marketable securities (409) – (409) –Gain on disposal of marketable securities 154 – 210 –Other investment written off – (500) – (500)

( 297) (471) (206) (486)

21. FINANCE COSTS

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Interest expense to non-related parties 48 11 – –

49


22. PROFIT / (LOSS) BEFORE INCOME TAX

In addition to the charges and credits disclosed elsewhere in the notes to the financial statements,this item includes the following charges/(credits):

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Directors’ remunerationDirectors of the Company 1,664 1,440 1,226 1,186Directors of subsidiaries 465 226 – –Fees to directors of the Company- Current year 65 130 65 130- Over provision in prior year (5) – (5) –

Fee to a firm in which a director is a member 23 15 23 15Auditors’ remuneration:

Auditors of the Company 20 15 20 15Auditors of subsidiaries 50 64 – –

Other fee to auditors:Auditors of the Company 2 3 2 3Auditors of subsidiaries 21 109 – –

Depreciation expense 523 489 91 74Increase in inventories 526 – – –Inventories used 1,114 – – –

23. INCOME TAX

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Current 1,759 1,832 – –Deferred (benefit) 52 (54) – –

1,811 1,778 – –

The income tax expense varied from the amount of income tax expense determined by applyingthe Singapore income tax rate of 22% (2001: 24.5%) to profit before income tax as a result of thefollowing differences:-

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Income tax expense (benefit) at statutory rate 1,050 885 (88) (352)Non-allowable (taxable) items 34 138 102 91State and local taxes 347 444 – –Difference in effective tax rates overseas 349 282 – –Other items 31 29 (14) 261

Total income tax expense 1,811 1,778 – –

There are no income tax consequences of dividends to shareholders of the Company.

The net deferred tax amount in the balance sheet is as follows:

50


51


23. INCOME TAX (cont’d)

Deferred Tax:

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Deferred tax liabilities – – – –Deferred tax assets 803 855 – –

Net position 803 855 – –

The movement for the year in the Group’s deferred tax position was as follows:Balance at beginning of year 855 801 – –(Charge)/credit to income for the year (52) 54 – –Charge to equity for the year – – – –

Balance at end of year 803 855 – –

Deferred tax assets :

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Tax loss carryforwards 1,296 1,915 336 321Accruals 118 179 – –Deferred revenue 121 135 – –Research credits 363 498 – –Property and equipment 14 506 33 22

Total deferred tax assets 1,912 2,727 369 343Deferred tax assets valuation allowance (1,109) (2,378) (369) (343)

Balance 803 855 – –

An allowance is made to the extent that it is not probable that taxable profit will be availableagainst which the unused tax loss carryforwards can be utilised.

The realisation of the future Singapore income tax benefits from tax loss carryforwards andtemporary differences from capital allowances is available for an unlimited future period subject tothe conditions imposed by law including the retention of majority shareholders as defined. Whereprovision for deferred tax arising from temporary differences has been offset against the above taxloss carryforwards, such provision for deferred tax will be required to be set up when the taxlosses are utilised in the future. The tax loss and other tax credit carryforwards of the subsidiariesexpire in varying amount between 2002 and 2018. These tax loss and other tax creditcarryforwards are subject to an annual limitation due to cumulative changes in ownership of andmay expire prior to utilisation. The subsidiaries are subject to Federal, State and local taxes inU.S.A.

At the balance sheet date, the aggregate amount of temporary differences associated withinvestments in subsidiaries for which deferred tax liabilities have not been recognised was$2,148,000 (2001: $1,276,000). No liability has been recognised in respect of these differencesbecause the Group is in a position to control the timing of the reversal of the temporary differencesand it is probable that such differences will not reverse in the foreseeable future.

24. EARNINGS PER SHARE

The earnings per share is calculated by dividing the Group’s profit attributable to shareholdersbefore and after extraordinary items by the weighted number of shares of $0.05 each in issueduring the year.

The calculation of the earnings per share is based on:Group

2002 2001

Net profit for the year (in $’000s) 2,905 1,728Effect of dilutive potential ordinary share:- Share options and warrants – –

Earnings for the purposes of diluted earnings per share 2,905 1,728

Number of shares (in ‘000s)

Weighted average number of ordinary shares for the purposesof basic earnings per share 301,714 76,500- Bonus issue in 2001 – 217,547

Effect of dilutive potential ordinary shares:- Share options and warrants – –

Weighted average number of ordinary shares for the purposes of diluted earnings of share 301,714 294,047

There is no dilution for the options and warrants of the subsidiaries because the exercise price ismore than the fair value of the shares.

25. STAFF COSTS

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Staff costs including directors 10,155 8,253 1,402 1,180Contributions to defined contribution plans 134 189 86 78

Total staff costs 10,289 8,442 1,488 1,258

52


26. NUMBER OF EMPLOYEES

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Number of employees (including full-time directors) at end of year 174 53 6 9

27. DIRECTORS REMUNERATION

The number of directors of the Company in remuneration bands are as follows:

Group2002 2001$’000 $’000

$500,000 and above 1 1$250,000 to $499,999 1 1Below $250,000 4 7

Total 6 9

28. CASH AND CASH EQUIVALENTS IN THE CASH FLOW STATEMENT

Group2002 2001$’000 $’000

Cash and cash equivalents 12,372 14,767Effect of exchange rate changes – –

Cash and cash equivalents at end of year 12,372 14,767

There was an amount of Nil (2001: $210,000) not involving cash from the swap of 1,210,990redeemable preference shares for shares in ISI.

The large cash balance is due to advances from the customers.

53


29. ACQUISITIONS OF SUBSIDIARIES

The Group acquired 73% of IDEX Global Services, Inc., USA on 29 October 2002 and 51% ofPayroll Resource Group, Inc., USA on 1 October 2001. The transactions were accounted for bythe purchase method of accounting.

The fair values of net assets acquired are as follows:

2002 2001$’000 $’000

Cash – 4,867Trade receivables 4,088 (619)Other receivables and prepaid expenses 252 –Other assets 305 9Property, plant and equipment 1,612 784Other investments 1,735 –Deferred income tax assets – –Goodwill 7,091 3,440Short-term borrowings (5,490) –Trade payables (8,125) (4,055)Deferred revenue (982) (115)Other liabilities (478) (690)

Consideration 8 3,621

Less cash – (4,867)

Net cash outflow / (inflow) from acquisition 8 (1,246)

The contributions from the subsidiaries for the period between the date of acquisition and thebalance sheet date were as follows:

Revenue 4,586 1,403Profit before income tax 247 265

30. COMMITMENTS

The companies in the Group lease office space and equipment under non-cancellable operatingand capital leases with various expiration dates through 2004. The leases generally provide forminimum annual rentals with escalation and renewal provisions. Future minimum lease paymentsand sublease rental receipts under non-cancellable operating leases as at 31 December 2002 areas follows:

Group Company2002 2001 2002 2001$’000 $’000 $’000 $’000

Within one year 839 423 20 9Within 2 to 5 years 1,164 347 9 –After 5 years – – – –

2,003 770 29 9

Rental expenses for the year 566 1,056 22 20

Sublease rental income for the year – 184 – –

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30. COMMITMENTS (cont’d)

PRG acquired payroll processing computer software licenses from two vendors. In an agreementwith one vendor for period 28 June 2000 through 31 December 2005, PRG paid and capitalisedunder plant, equipment and software US$500,000 ($923,000) for the initial license and pays andexpenses one dollar per month per “active employee,” as defined. In an agreement dated 31 July2001 and renewable annually for up to 20 years, PRG paid and capitalised under plant, equipmentand software US$50,000 ($92,000) for the initial license and pays and expenses ten cents per“check,” as defined.

31. CONTINGENT ASSETS

IDEX is plaintiff in a matter brought under the jurisdiction of the courts of the State of Floridaseeking payment of approximately US$2,003,000 ($3,475,000) for services under a time andmaterials contract. In addition, IDEX is asserting a claim for costs and punitive damages in excessof US$2,000,000 ($3,469,000). The services were provided and billed before the acquisition ofIDEX by Integral. Amounts billed were fully reserved in connection with recording the IDEXpurchase and, accordingly, recovery of amounts, if any, under the Florida matter will be recordedas income on receipt.

32. FINANCIAL INFORMATION BY SEGMENTS

During the year the Group operated principally in the United States. Accordingly, no geographicalsegment reporting is applicable. The assets, liabilities and income statement items not in theUnited States are principally from the Company in Singapore.

For management purposes, the Group is currently organised into three operating divisions –HRMS Software, HRMS Services and IT Services. These divisions are the basis on which theGroup reports its primary segment information.

Principal activities are as follows:

HRMS Software segment is primarily engaged in providing maintenance service, development andlicensing of internet delivery system for human resource and payroll application software.

HRMS Services segment is primarily engaged in providing payroll processing and related services.

IT Services segment is primarily engaged in providing voice and data networks and cabling,project management, systems integration and electrical design and installation.

55


32. FINANCIAL INFORMATION BY SEGMENTS (cont’d)

Segment information about these businesses is presented below: -

Year ended HRMS HRMS IT31 December 2002 Software Services Services Eliminations Consolidated

$’000 $’000 $’000 $’000 $’000

REVENUEExternal sales 16,300 4,377 4,514 – 25,191Inter-segment sales – 1,371 – (1,371) –

Total revenue 16,300 5,748 4,514 (1,371) 25,191

RESULTSSegment results 6,803 727 286 (1,371) 6,445

Unallocated corporateExpenses (1,728)

4,717Finance costs (48)Interest income 91Income from investments 7Other operating income 5

Profit before tax 4,772Income tax expense (1,811)

Profit after tax 2,961

OTHER INFORMATIONCapital expenditures 121 46 – – 167Depreciation 196 275 52 – 523Amortisation 1,431

BALANCE SHEETAs at 31 December 2002

ASSETSSegment assets 9,557 10,416 9,359 – 29,332Goodwill 27,938

Consolidated total assets 57,270

LIABILITIESSegment liabilities 9,682 7,974 11,655 – 29,311

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32. FINANCIAL INFORMATION BY SEGMENTS (cont’d)

Year ended HRMS HRMS IT31 December 2001 Software Services Services Eliminations Consolidated

$’000 $’000 $’000 $’000 $’000

REVENUEExternal sales 20,193 1,407 – – 21,600Inter-segment sales – 720 – (720) –

Total revenue 20,193 2,127 – (720) 21,600

RESULTSSegment results 7,616 (862) – (720) 6,034

Unallocated corporateExpenses (2,745)

3,289Finance costs (11)Interest income 334

Profit before tax 3,612Income tax expense (1,778)

Profit after tax 1,834

OTHER INFORMATIONCapital expenditures 73 371 – – 444Depreciation 364 125 – – 489Amortisation 1,113

BALANCE SHEETAs at 31 December 2001

ASSETSSegment assets 9,124 11,864 – – 20,988Goodwill 21,836

Consolidated total assets 42,824

LIABILITIESSegment liabilities 10,299 7,700 – – 17,999

57


33. CHANGE IN ACCOUNTING POLICY

With effect for the year ended 31 December 2002, for the financial statements of the Companyitself, the functional currency (measurement currency) was changed from Singapore dollars to USdollars. For the year ended 31 December 2002, the US dollar financial statements of theCompany were used. The change to the functional currency in US dollars was made to provideinformation that is useful and reflects the economic substance of the underlying events andcircumstances relevant to the Company because all its revenue and investments are in US dollars.The comparatives for the year 2001 have been restated accordingly.

The effects of the change for the prior year ended 31 December 2001 are as follows:

Before AfterGroup: change change Difference

$’000 $’000 $’000

Issued capital 15,085 15,085 –Net profit for the year 2,045 1,728 (317)Foreign currency translation differences (334) (7) 327Shareholders’ equity including issued capital and foreign exchange adjustment reserves 24,709 24,719 10

Company:

Issued capital 15,085 15,085 –Net loss for the year (1,122) (1,439) (317)Foreign currency translation differences – 327 327Shareholders’ equity including issued capital and foreign exchange adjustment reserves 24,709 24,719 10

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GENERAL AND STATUTORY INFORMATION

1. NATURE OF BUSINESS

The principal activities of our Group are set out on page 19 of this Abridged Prospectus.

2. RELATED CORPORATIONS

The names, country of incorporation, principal activities and our Group’s effective interests in thesubsidiaries of our Company are as follows:

Country of Group’s effectiveName of Subsidiary incorporation Principal activity interest

Integral Systems, Inc. USA Provision of maintenance service and 85%support to its existing customers and the development and licensing of an internet delivery system, for its human resource and payroll application software.

IDEX Global Services, Inc. USA Provision of voice and data networks 85.7%and cabling, project management, system integration and electrical design and installation

InPower Inc. USA Dormant company 99.9%

Payroll Resource Group, Inc. USA Provision of payroll processing and 100%related services

idex Asia Ltd British Virgin Investment holding company 100%Islands

i2k Holdings, Inc USA Investment holding company 100%

ixsys, Inc. USA Provision of outsourcing operations 100%

Integral Systems Canada Dormant company 85%Software Ltd

3. SHARE CAPITAL

(a) There are two classes of shares, namely ordinary shares and redeemable preferenceshares. The rights and privileges of the Shares (including the Rights Shares on their issue)and the redeemable preference shares are stated in the Articles of Association of ourCompany, which are available for inspection as mentioned on page 64 below under“Documents for Inspection”.

(b) As at the Latest Practicable Date, the authorised share capital of Company is $30,000,000divided into 600,000,000 ordinary shares of $0.05 each and US$5,000,000 divided into50,000,0000 redeemable preference shares of US$0.10 each. As at the Latest PracticableDate, the issued share capital of Company is $16,625,683.65 divided into 332,513,673ordinary shares of $0.05 each. No redeemable preference shares have been issued as atthe Latest Practicable Date.

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APPENDIX C : GENERAL AND STATUTORY INFORMATION

(c) Save for the 30,800,000 shares issued on 23 April 2003 in consideration of the acquisitionof the balance of 40% of the stock of PRG and the Rights Shares, no Shares in, ordebentures of, or units of Shares in or debentures of, our Company has been issued, oragreed to be issued, as fully or partly paid-up, for cash or for a consideration otherwise thanin cash since 1 January 2003 until the Latest Practicable Date.

(d) No person has been or is entitled to be given any option, which as at the Latest PracticableDate remains unexercised, to subscribe for shares in, or debentures of, or units of shares in,or debentures of, our Company.

4. DIRECTORS

(a) The names, addresses and principal occupations of the Directors as at the LatestPracticable Date are as follows:

Name Address Occupation

Lim Ho Seng 32 Harvey Crescent DirectorSingapore 489396

Kwok Kah Kie 76B Jalan Angin Laut Chief Executive OfficerSingapore 489275

Craig Daron Morris 15 Sherwood Court Chief Financial OfficerKentfield, CA 94904USA

Wee Thong Hai 815 Mountbatten Road General ManagerSingapore 437811

Foo Say Mui @ Bill Foo 31A Carmichael Road Managing Director,Singapore 359814 ANZ Singapore Limited

Ong Beng Hong 11 Jalan Mutiara #07-04 Advocate & SolicitorSingapore 249191

(b) The interests of the Directors based on information recorded in the Register of Directors’Shareholdings maintained pursuant to Section 164 of the Companies Act, as at the LatestPracticable Date were as follows:

Direct Interest Deemed Interest Total InterestNo. of No. of No. of Shares % Shares % Shares %

Lim Ho Seng 100,000 0.03 – – 100,000 0.03

Kwok Kah Kie 27,560,111 8.29 28,285,543 8.51 55,845,654 16.79

Craig Daron Morris 11,911,263 3.58 11,742,000 3.53 23,653,263 7.11

Wee Thong Hai 1,000,000 0.30 – – 1,000,000 0.30

Foo Say Mui @ Bill Foo 100,000 0.03 – – 100,000 0.03

Ong Beng Hong 100,000 0.03 – – 100,000 0.03

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(c) The provisions of the Articles of Association of our Company relating to the remuneration ofthe Directors are set out below:

Article 79

The ordinary fees of the Directors shall from time to time be determined by an OrdinaryResolution of the Company and shall not be increased except pursuant to an OrdinaryResolution passed at a General Meeting where notice of the proposed increase shall havebeen given in the notice convening the General Meeting and shall (unless such resolutionotherwise provides) be divisible among the Directors as they may agree, or failingagreement, equally, except that any Director who shall hold office for part only of the periodin respect of which such fees is payable shall be entitled only to rank in such division for aproportion of fees related to the period during which he has held office.

Article 80

(A) Any Director who holds any executive office, or who serves on any committee of theDirectors, or who otherwise performs services which in the opinion of the Directorsare outside the scope of ordinary duties of a Director, may be paid such extraremuneration by way of salary, commission or otherwise as the Directors maydetermine.

(B) The fees (including any remuneration under Article 80(A) above) in the case of aDirector other than an Executive Director shall be payable by a fixed sum and shallnot at any time be by commission on or percentage of the profits or turnover, and noDirector whether an Executive Director or otherwise shall be remunerated by acommission on or percentage of turnover.

Article 81

The Directors may repay to any Director all such reasonable expenses as he may incur inattending and returning from meetings of the Directors or of any committee of the Directorsor General Meetings or otherwise in or about the business of the Company.

Article 82

The Directors shall have power to pay and agree to pay pensions or other retirement,superannuation, death or disability benefits to (or to any person in respect of) any Directorfor the time being holding any executive office and for the purpose of providing any suchpensions or other benefits to contribute to any scheme or fund or to pay premiums.

Article 88

The remuneration of a Managing Director shall from time to time be fixed by the Directorsand may, subject to these Articles, be by way of salary or commission or participation inprofits or by any or all these modes but he shall not under any circumstances beremunerated by a commission on or a percentage of turnover.

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5. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, the interests of the substantial Shareholders of our Company inthe Shares based on the information recorded in the Register of Substantial Shareholdersmaintained pursuant to Section 88 of the Companies Act were as follows:

Direct Interest Deemed Interest Total InterestNo. of Shares % No of Shares % No of Shares %

Kwok Kah Kie 27,560,111 8.29 28,285,543 8.51 55,845,654 16.79

Craig Daron Morris 11,911,263 3.58 11,742,000 3.53 23,653,263 7.11

Robeson, Ltd 19,800,000 5.95 – – 19,800,000 5.95

6. EXPENSES

The estimated expenses of the Rights Issue, including the management fees, legal fees, auditorsfees, professional fees and other related expenses, amount to approximately $100,000 and will beborne by our Company.

7. COMMISSION

No commission has been paid within 2 years preceding the Latest Practicable Date or is payableto any Director, promoter, expert or proposed director or any other person for subscribing oragreeing to subscribe or procuring or agreeing to procure subscriptions, for the Rights Sharespursuant to the Rights Issue or any other shares in, or debentures of, or units of shares in ordebentures of our Company.

8. MATERIAL CONTRACTS

The dates of, parties to and general nature of material contracts (not being contracts entered intoin the ordinary course of business) of our Company and our subsidiaries during the two yearspreceding the date of lodgment of this Abridged Prospectus are as follows:

(a) Memorandum of Understanding dated 20 September 2001 entered into between oursubsidiary, Integral and Robeson, Ltd (“Robeson”) with respect to the purchase by Integralfrom Robeson of 62% of the stock of PRG;

(b) Sale and Purchase Agreement dated 25 October 2001 entered into between Integral andRobeson with respect to the purchase by Integral from Robeson of 60% of the stock ofPRG;

(c) letter agreement dated 14 April 2003 entered into between Integral and Robeson withrespect to the purchase by Integral from Robeson of the balance 40% of the stock of PRG;and

(d) management agreement dated 5 May 2003 entered into between NRA Capital and ourCompany pursuant to which NRA Capital was appointed to manage the Rights Issue.

9. MATERIAL LITIGATION

There are no legal or arbitration proceedings pending or known by the Directors to becontemplated against our Company and our subsidiaries which, in the opinion of the Directors mayhave or have had in the last 12 months before the date of lodgment of this Abridged Prospectus amaterial effect on the financial position or profitability of our Group.

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10. CONSENTS

(a) Chio Lim & Associates, the Auditors of our Company, has given and has not withdrawn itswritten consent to the issue of this Abridged Prospectus with the inclusion herein of itsname, the Auditors’ Report and Audited Financial Statements for the Financial Year ended31 December 2002 set out in Appendix B of this Abridged Prospectus, in the form andcontext in which they respectively are included and appear in this Abridged Prospectus.

(b) NRA Capital has given and has not withdrawn its written consent to the issue of thisAbridged Prospectus with the inclusion of its name and all references thereto, in the formand context in which it appears in this Abridged Prospectus.

(c) B.A.C.S. Private Limited and Wong Tan & Molly Lim LLC have each given and have notwithdrawn their respective written consents to the issue of this Abridged Prospectus with theinclusion of their respective names and all references thereto, in the form and context inwhich they respectively appear in this Abridged Prospectus.

None of the abovementioned parties has authorised or caused the issue of this AbridgedProspectus.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

This Abridged Prospectus and all documents relating to the Rights Issue have been seen andapproved by all our Directors (including those who have delegated supervision of this AbridgedProspectus) and they collectively and individually accept full responsibility for the accuracy of theinformation given in this Abridged Prospectus and confirm, having made all reasonable enquiriesand to the best of their knowledge and belief, the facts stated and the opinions expressed in thisAbridged Prospectus are fair and accurate in all material respects as at the date hereof and thatthere are no other material facts or matters the omission of which would make any statements inthis Abridged Prospectus and its accompanying documents misleading.

12. MANAGER’S RESPONSIBILITY STATEMENT

The Manager confirms that, having made due and careful enquiry and to the best of its knowledgeand belief, based on information furnished to it by our Company, the information contained in thisAbridged Prospectus constitutes full and true disclosure of all material facts about the RightsIssue, our Company and our subsidiaries and that it is not aware of any other material facts theomission of which would make any statement in this Abridged Prospectus misleading in anymaterial respect.

The Manager and its employees who are holders of representative’s licences issued pursuant tothe SFA may from time to time have interest in the Shares of our Company. Such interests arisepurely from their respective personal investment decisions.

13. GENERAL

(a) Save as disclosed in this Abridged Prospectus, the Directors confirm, having made allreasonable enquiries, to the best of their knowledge and belief, that the financial positionand operations of our Group are not and have not been affected by any of the following:

(i) any known trends or demands, commitments, events or uncertainties that areexpected to materially increase or decrease our Group’s liquidity;

(ii) any material commitments by our Group for capital expenditure;

(iii) any significant economic changes or unusual or infrequent events or transactions thathave materially affected the amount of reported income from operations;

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(iv) any known trends or uncertainties that have had or are expected to have a materialfavourable or unfavourable impact on the revenue or reporting income of our Group;and

(v) any substantial increase in the revenue or profit of our Group.

(b) No property has been or is proposed to be purchased or acquired by our Company or anyof our subsidiaries which is to be paid for wholly or partly out of the net proceeds of theRights Issue or the contract for the purchase or acquisition of which has not been completedas at the date of issue of this Abridged Prospectus, other than property, the contract for thepurchase or acquisition whereof was entered into in the ordinary course of business of ourCompany or any of our subsidiaries, the contract not being made in contemplation of theRights Issue nor the Rights Issue in consequence of such contract.

(c) No Rights Shares shall be allotted or allocated on the basis of this Abridged Prospectuslater than 6 months after the date of issue of this Abridged Prospectus.

(d) Ms Ong Beng Hong, our independent Director who holds 0.03% of our share capital prior tothe Rights Issue, is also a director of Wong Tan & Molly Lim LLC (“WTL”). WTL wasappointed the solicitors to the Rights Issue. The professional fees to be paid to WTL inrespect of the Rights Issue are expected to be within the range of prevailing market rates.

14. DOCUMENTS FOR INSPECTION

Copies of the following documents may be inspected at the registered office of our Company at750C Chai Chee Road #02-03, Technopark @ Chai Chee, Singapore 469003 during normalbusiness hours from the date hereof up to the last date and time for renunciation and payment forthe Rights Shares:

(a) the Memorandum and Articles of Association of our Company;

(b) the Directors’ Report as set out in Appendix A to this Abridged Prospectus;

(c) the audited financial statements of our Company and our Group (and the accompanyingnotes, reports or information relating to such financial statements required to be preparedunder the Companies Act) for the financial years ended 31 December 2000 and 31December 2001;

(d) Auditors’ Report and Audited Consolidated Financial Statements for the Financial Yearended 31 December 2002 as set out in Appendix B to this Abridged Prospectus;

(e) the letters of undertakings issued by the Undertaking Directors in favour of our Companyand the Manager;

(f) the material contracts referred to in paragraph 8 above; and

(g) the letters of consent referred to in paragraph 10 above.

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Entitled Depositors are entitled to receive this Abridged Prospectus and the ARE which form part of thisAbridged Prospectus.

The provisional allotment of the Rights Shares is governed by the terms and conditions of this AbridgedProspectus and the enclosed ARE. The number of Rights Shares provisionally allotted to each EntitledDepositor is indicated in the ARE (fractional entitlements to a Rights Share, if any, having beendisregarded). The Securities Accounts of Entitled Depositors have been credited by CDP with the numberof Rights Shares provisionally allotted to them as indicated in the ARE. Entitled Depositors may accepttheir provisional allotments of Rights Shares in whole or in part. Full instructions for the acceptance ofand payment for the provisional allotments of Rights Shares are set out in this Abridged Prospectus andthe ARE.

If an Entitled Depositor wishes to accept his provisional allotment of Rights Shares specified in the ARE,in full or in part, and (if applicable) apply for excess Rights Shares in addition to the Rights Sharesprovisionally allotted to him, he may do so by duly completing the relevant portions of the ARE or by wayof an Electronic Application (as described below). An Entitled Depositor should ensure that the ARE isaccurately and correctly completed, failing which the acceptance of his provisional allotment of RightsShares and (if applicable) application for excess Rights Shares may be rejected.

Entitled Depositors may accept their provisional allotments of Rights Shares and (if applicable)apply for excess Rights Shares either through an ATC, CDP or by way of Electronic Applicationthrough an ATM of a Participating Bank.

Unless expressly provided to the contrary in this Abridged Prospectus, the ARE or ARS with respect toenforcement against Entitled Depositors or their renouncees, a person who is not a party to anycontracts made pursuant to this Abridged Prospectus, the ARE or ARS has no rights under the Contracts(Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of such contracts.Notwithstanding any term contained herein, the consent of any third party is not required for anysubsequent agreement by the parties hereto to amend or vary (including any release or compromise ofany liability) or terminate such contracts. Where third parties are conferred rights under such contracts,those rights are not assignable or transferable.

(i) Acceptance/Application through an ATC

To accept the provisional allotment of Rights Shares specified in the ARE and (if applicable) applyfor excess Rights Shares through an ATC, the duly completed ARE must be submitted by therelevant Entitled Depositor personally to an ATC at the time of acceptance and (if applicable)excess application. All application forms for the Rights Shares must, in any event, be submitted notlater than 4.45 p.m. on 16 July 2003 (or such other time(s) and/or date(s) as may be announcedfrom time to time by or on behalf of our Company). NO CASHIER’S ORDER OR BANKER’SDRAFT IS REQUIRED IF THE ENTITLED DEPOSITOR IS ACCEPTING HIS PROVISIONALALLOTMENT OF RIGHTS SHARES AND (IF APPLICABLE) APPLYING FOR EXCESS RIGHTSSHARES THROUGH AN ATC. The Entitled Depositor must have an ATM card issued in his ownname by one of the NETS member banks or their subsidiaries (collectively, the “NETS Banks” and,individually, a “NETS Bank”). The full amount payable for the relevant number of Rights Sharesaccepted and (if applicable) the excess Rights Shares applied for will be deducted from theEntitled Depositor’s account maintained with his NETS Bank. The Entitled Depositor may submithis acceptance for the Rights Shares and (if applicable) application for excess Rights Shares butthe aggregate amount deducted from the Entitled Depositor’s account with a particular NETS Bankmay not exceed $100,000 per day. Additional application forms (accompanied by this AbridgedProspectus) are available from CDP, the Share Registrar and any stockbroking firm which is amember company of the SGX-ST in Singapore.

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APPENDIX D: PROCEDURES FOR ACCEPTANCE, PAYMENT AND EXCESS APPLICATION BY ENTITLED DEPOSITORS

By accepting his provisional allotment of Rights Shares and (if applicable) applying for excessRights Shares through an ATC, an Entitled Depositor irrevocably and unconditionally agrees thathe consents to CDP, the SGX-ST, the ATC, the relevant NETS Bank, our Company, the ShareRegistrar, NRA Capital, the Participating Banks and all persons to whom Section 47(1) of theBanking Act, Chapter 19 of Singapore, applies, giving, divulging or revealing, in any mannerhowsoever, his name, National Registration Identity Card (“NRIC”)/Passport (for individuals) orRegistration number (for corporations), CDP Securities Account number, address, the number ofShares standing to the credit of his Securities Account with CDP, the number of Rights Sharesaccepted and (if applicable) the number of excess Rights Shares applied for and any otherrelevant information whatsoever to CDP, the SGX-ST, the ATC, our Company, the Share Registrar,NRA Capital, the relevant NETS Bank, the Participating Banks and any other relevant parties.

Each of the Entitled Depositors also irrevocably agrees and acknowledges that the submission ofhis acceptance and (if applicable) excess application and payment for the Rights Shares, ifeffected through an ATC, is subject to risks of electrical, electronic, technical and computer-relatedfaults and breakdowns, fires, acts of God, mistakes, loss, theft (in each case whether or not withinthe control of CDP, the ATC, the Participating Banks, the NETS Banks, our Company and/or NRACapital) and other events beyond the control of CDP, our Company or NRA Capital and if, in anysuch event, CDP, our Company or NRA Capital does not record or receive the same from the ATCby the last day and time for acceptance, excess application and payment or data relating to theapplication or the tape containing such data is lost, corrupted, destroyed or not otherwiseaccessible whether wholly or partially for whatever reason, the Entitled Depositor shall be deemednot to have accepted the Rights Shares and (if applicable) applied for excess Rights Shares andhe shall have no claim whatsoever against CDP, our Company or NRA Capital for the RightsShares in respect of any purported acceptance thereof and (if applicable) excess applicationtherefor, or for any compensation, loss or damages in connection therewith or in relation thereto.

(ii) Acceptance/Application through CDP

To accept the provisional allotment of Rights Shares and (if applicable) apply for excess RightsShares through CDP, the duly completed ARE must be accompanied by A SINGLE REMITTANCEfor the full amount payable for the relevant number of Rights Shares accepted and (if applicable)excess Rights Shares applied for, and submitted by hand to THE CENTRAL DEPOSITORY (PTE)LIMITED at 4 SHENTON WAY #02-01, SGX CENTRE 2, SINGAPORE 068807 or by post in theself-addressed envelope provided, at the Entitled Depositor’s own risk, to THE CENTRALDEPOSITORY (PTE) LIMITED, ROBINSON ROAD, P.O. BOX 1597, SINGAPORE 903147 so asto arrive not later than 4.45 p.m. on 16 July 2003 (or such other time(s) and/or date(s) as may beannounced from time to time by or on behalf of the Company).

The payment must be made in Singapore currency in the form of a Cashier’s Order or Banker’sDraft drawn on a bank in Singapore and made payable to “THE CENTRAL DEPOSITORY (PTE)LIMITED – INTEGRA2000 LTD RIGHTS ISSUE ACCOUNT” and crossed “NOT NEGOTIABLE,A/C PAYEE ONLY” with the name and Securities Account number of the Entitled Depositor clearlywritten on the reverse side.

NO COMBINED CASHIER’S ORDER OR BANKER’S DRAFT FOR DIFFERENT SECURITIESACCOUNTS OR OTHER FORM OF PAYMENT (INCLUDING THE USE OF A POSTAL ORDEROR MONEY ORDER ISSUED BY A POST OFFICE IN SINGAPORE) WILL BE ACCEPTED.

(iii) Acceptance/Application by way of Electronic Application through an ATM of a ParticipatingBank

Instructions for Electronic Applications through ATMs to accept the Rights Shares provisionallyallotted or (if applicable) to apply for excess Rights Shares will appear on the ATM screens of therespective Participating Banks. Please refer to pages 72 to 76 for additional terms and conditionsfor Electronic Applications through an ATM of a Participating Bank.

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An Entitled Depositor may choose to accept his provisional allotment of Rights Shares specified in theARE in full or in part. An Entitled Depositor who wishes to accept part of his provisional allotment ofRights Shares and trade the balance of his provisional allotment of Rights Shares on the SGX-STshould:

(a) complete the ARE for the number of Rights Shares provisionally allotted which he wishes to acceptand submit the ARE together with payment in the prescribed manner as described above to anATC or CDP; or

(b) accept and subscribe for that part of his provisional allotment of Rights Shares by way of anElectronic Application in the prescribed manner as described above.

The balance of his provisional allotment of Rights Shares may be sold as soon as dealings thereincommence on the SGX-ST.

Entitled Depositors who wish to trade all or part of their provisional allotment of Rights Shares onthe SGX-SESDAQ during the provisional allotment trading period should note that the provisionalallotment of Rights Shares will be tradeable in board lots, each board lot comprising a provisionalallotment of 1,000 Rights Shares, or any other board lot size which the SGX-SESDAQ may require.Such Entitled Depositors may start trading their provisional allotment of Rights Shares as soonas dealings therein commence on the SGX-SESDAQ.

The ARE need not be forwarded to the purchasers of the provisional allotments of Rights Shares (the“Purchasers”) as arrangements will be made by CDP for a separate ARS to be issued to the Purchasers.Purchasers should note that CDP will, on behalf of our Company, send the ARS accompanied by thisAbridged Prospectus by ordinary post and at the Purchaser’s own risk, to their respective Singaporeaddresses as recorded with CDP. Purchasers should ensure that the ARS is accurately and correctlycompleted, failing which the acceptance of the provisional allotments of Rights Shares may be rejected.

This Abridged Prospectus and its accompanying documents will not be despatched to Purchasers whoseregistered addresses with CDP are not in Singapore (“Foreign Purchasers”). Foreign Purchasers whowish to accept the provisional allotments of Rights Shares credited to their Securities Accounts shouldmake the necessary arrangements with their Depository Agents or stockbrokers in Singapore.Purchasers who do not receive the ARS accompanied by this Abridged Prospectus may obtain the samefrom CDP, the Share Registrar or any stockbroking firm which is a member company of the SGX-ST inSingapore for the period up to the close of the Rights Issue at 4.45 p.m. on 16 July 2003 (or such othertime(s) and/or date(s) as may be announced from time to time by or on behalf of the Company).

Purchasers should inform their finance companies or Depository Agents if their purchases ofsuch provisional allotments of Rights Shares are settled through these intermediaries. In suchinstances, if the Purchasers wish to accept the Rights Shares represented by the provisionalallotments purchased, they will need to go through these intermediaries who will then accept theprovisional allotments of Rights Shares on their behalf.

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As an illustration, if an Entitled Depositor has 2,000 Shares in his Securities Account as at the BooksClosure Date, the Entitled Depositor will be provisionally allotted 1,000 Rights Shares in his SecuritiesAccount, as set out in his ARE, and the Entitled Depositor’s alternative courses of action, and thenecessary procedures to be taken under each course of action, are summarised below:-

Alternatives Procedures to be taken

(a) Accept his entire provisional (i) Accept his entire provisional allotment of Rights allotment of Rights Shares and Shares and (if applicable) apply for excess Rights(if applicable) apply for excess Shares by way of Electronic Application throughRights Shares. an ATM of a Participating Bank as described herein not

later than 9.30 p.m. on 16 July 2003 (or such othertime(s) and/or date(s) as may be announced from timeto time by or on behalf of the Company); or

(ii) Complete the ARE in accordance with the instructionscontained therein for the full provisional allotment of1,000 Rights Shares and (if applicable) the number ofexcess Rights Shares applied for and:

(1) submit the ARE personally to an ATC and makepayment for $50.00 (or, if applicable, such higheramount in respect of the total number of RightsShares accepted and excess Rights Sharesapplied for) through NETS not later than 4.45 p.m.on 16 July 2003 (or such other time(s) and/ordate(s) as may be announced from time to timeby or on behalf of the Company); or

(2) forward the ARE together with a single remittancefor $50.00 (or, if applicable, such higher amount inrespect of the total number of Rights Sharesaccepted and excess Rights Shares applied for)by way of a Cashier’s Order or Banker’s Draftdrawn in Singapore currency on a bank inSingapore and made payable to “THE CENTRALDEPOSITORY (PTE) LIMITED – INTEGRA2000LTD RIGHTS ISSUE ACCOUNT” and crossed“NOT NEGOTIABLE, A/C PAYEE ONLY” for thefull amount due on acceptance by hand to THECENTRAL DEPOSITORY (PTE) LIMITED at 4SHENTON WAY #02-01, SGX CENTRE 2,SINGAPORE 068807 or by post, at his own risk,in the self-addressed envelope provided to THECENTRAL DEPOSITORY (PTE) LIMITED,ROBINSON ROAD, P.O. BOX 1597, SINGAPORE903147 so as to arrive not later than 4.45 p.m. on16 July 2003 (or such other time(s) and/or date(s)as may be announced from time to time by or onbehalf of the Company) and with the name andSecurities Account number of the EntitledDepositor written on the reverse side. NOCOMBINED CASHIER’S ORDER OR BANKER’SDRAFT FOR DIFFERENT SECURITIESACCOUNTS OR OTHER MODE OF PAYMENT(INCLUDING THE USE OF A POSTAL ORDEROR MONEY ORDER ISSUED BY A POSTOFFICE IN SINGAPORE) WILL BE ACCEPTED.

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(b) Accept a portion of his provisional (i) Accept the provisional allotment of 600 Rights Shares allotment of Rights Shares, for by way of Electronic Application through an ATM of a example, accept his entitlement Participating Bank as described herein not later thanto 600 provisionally allotted Rights 9.30 p.m. on 16 July 2003 (or such other time(s)Shares and reject the balance. and/or date(s) as may be announced from time to time

by or on behalf of the Company); or

(ii) Complete the ARE in accordance with the instructionscontained therein for the provisional allotment of 600Rights Shares and:

(1) submit the ARE personally to an ATC and makepayment for $30.00 through NETS no later than4.45 p.m. on 16 July 2003 (or such other time(s)and/or date(s) as may be announced from time totime by or on behalf of the Company); or

(2) forward the ARE together with a single remittancefor $30.00 in the prescribed manner described inalternative (a)(ii)(2) above to CDP so as to arriveno later than 4.45 p.m. on 16 July 2003 (or suchother time(s) and/or date(s) as may be announcedfrom time to time by or on behalf of theCompany).

The balance of the provisional allotment of 400Rights Shares which are not accepted by theEntitled Depositor will automatically lapse andcease to be available for acceptance by thatEntitled Depositor if an acceptance is not madethrough an ATM of a Participating Bank by 9.30p.m. on 16 July 2003 (or such other time(s)and/or date(s) as may be announced from time totime by or on behalf of the Company) or if anacceptance is not made through an ATC or CDPby 4.45 p.m. on 16 July 2003 (or such othertime(s) and/or date(s) as may be announced fromtime to time by or on behalf of the Company).

(c) Accept a portion of his provisional (i) Accept the provisional allotment of 600 Rights Sharesallotment of Rights Shares, for by way of Electronic Application through an ATM of aexample, his entitlement to 600 Participating Bank as described herein not later than provisionally allotted Rights 9.30 p.m. on 16 July 2003 (or such other time(s) Shares and trade the balance and/or date(s) as may be announced from time to time on the SGX-SESDAQ. by or on behalf of the Company); or

(ii) Complete the ARE in accordance with the instructionscontained therein for the provisional allotment of 600Rights Shares and:

(1) submit the ARE personally to an ATC and makepayment for $30.00 through NETS no later than4.45 p.m. on 16 July 2003 (or such other time(s)and/or date(s) as may be announced from time totime by or on behalf of the Company); or

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(2) forward the ARE together with a single remittancefor $30.00 in the prescribed manner described inalternative (a)(ii)(2) above to CDP so as to arriveno later than 4.45 p.m. on 16 July 2003 (or suchother time(s) and/or date(s) as may be announcedfrom time to time by or on behalf of theCompany).

The balance of the provisional allotment of the 400Rights Shares may be traded on the SGX-SESDAQduring the provisional allotment trading period.

During the provisional allotment trading period,Entitled Depositors should note that the provisionalallotment of Rights Shares will be tradeable inboard lots, each board lot comprising provisionalallotment of 1,000 Rights Shares or any other boardlot size which the SGX-ST may require. EntitledDepositors who wish to trade in lot sizes other thanmentioned above may do so in the Odd-LotsMarket during the provisional allotment tradingperiod.

If acceptance and payment for the Rights Shares in the prescribed manner as set out in this AbridgedProspectus and the ARE/ARS (as the case may be) is not received through an ATC or CDP by 4.45 p.m.on 16 July 2003 (or such other time(s) and/or date(s) as may be announced from time to time by or onbehalf of the Company) or through an ATM of a Participating Bank by 9.30 p.m. on 16 July 2003 (orsuch other time(s) and/or date(s) as may be announced from time to time by or on behalf of theCompany) from any Entitled Depositor or Purchaser, the Rights Shares provisionally allotted to thatEntitled Depositor or Purchaser shall be deemed to have been declined and shall forthwith lapse andbecome void. Such provisional allotments of Rights Shares not so accepted by Entitled Depositors orPurchasers will be used to satisfy excess applications (if any) or otherwise dealt with in such manner asthe Directors may in their absolute discretion deem fit in the interests of our Company. If any EntitledDepositor or Purchaser is in any doubt as to the action he should take, he should consult hisstockbroker, bank manager, accountant, solicitor or any other professional adviser immediately.

The excess Rights Shares are available for application subject to the terms and conditions contained inthis Abridged Prospectus, the ARE and (if applicable) the Memorandum and Articles of Association ofour Company. Applications for excess Rights Shares will, at the Directors’ absolute discretion, besatisfied from such Rights Shares that are not validly taken up by the Entitled Depositors, the originalallottees or their respective renouncees or the Purchasers of the provisional allotments of Rights Shares,together with those from the aggregate fractional entitlements, the unsold “nil-paid” provisional allotmentsof Rights Shares (if any) of Foreign Shareholders and any Rights Shares that are otherwise not allottedfor whatever reason in accordance with the terms and conditions contained in this Abridged Prospectusand the ARE. In the event that applications are received by our Company for more excess Rights Sharesthan are available, the excess Rights Shares available will be allotted in such manner as the Directorsmay, in their absolute discretion, deem fit in the interests of our Company. CDP takes no responsibility forany decisions that the Directors may make. Our Company reserves the right to refuse any application forexcess Rights Shares in whole or in part without giving any reason whatsoever therefor.

If no excess Rights Shares are allotted or if the number of excess Rights Shares allotted is less than thatapplied for, the amount paid on application or the surplus application moneys, as the case may be, willbe refunded by CDP, on behalf of our Company, to such Entitled Depositors, without interest or any shareof revenue or other benefit arising therefrom within 14 days after the close of the Rights Issue on 16 July2003 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalf of the

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Company), by crediting their accounts with the relevant NETS Banks (if they apply through the ATC attheir own risk or their accounts with the relevant Participating Banks (if they apply by way of an ElectronicApplication) at their own risk, the receipt by such bank being a good discharge to CDP, our Company andNRA Capital for their obligations, if any, thereunder, or by means of a crossed cheque drawn on a bankin Singapore and sent to them at their mailing addresses in Singapore BY ORDINARY POST (if theyapply through CDP) at their own risk.

THE FINAL TIME AND DATE FOR ACCEPTANCES AND (IF APPLICABLE) EXCESS APPLICATIONSAND PAYMENT FOR THE RIGHTS SHARES UNDER THE RIGHTS ISSUE IS:

(A) 9.30 P.M. ON 16 JULY 2003 (OR SUCH OTHER TIME(S) AND/OR DATE(S) AS MAY BEANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF OUR COMPANY) IF ANACCEPTANCE AND (IF APPLICABLE) EXCESS APPLICATION AND PAYMENT FOR THERIGHTS ISSUE IS MADE THROUGH AN ATM OF A PARTICIPATING BANK; OR

(B) 4.45 P.M. ON 16 JULY 2003 (OR SUCH OTHER TIME(S) AND/OR DATE(S) AS MAY BEANNOUNCED FROM TIME TO TIME BY OR ON BEHALF OF OUR COMPANY) IF ANACCEPTANCE AND (IF APPLICABLE) EXCESS APPLICATION AND PAYMENT FOR THERIGHTS ISSUE IS MADE THROUGH AN ATC OR CDP.

It should be particularly noted that unless:

(i) acceptance and payment in Singapore currency by Cashier’s Order or Banker’s Draft drawn on abank in Singapore and made out in favour of “THE CENTRAL DEPOSITORY (PTE) LIMITED –INTEGRA2000 LTD RIGHTS ISSUE ACCOUNT” and crossed “NOT NEGOTIABLE, A/C PAYEEONLY” for the full amount of the provisionally allotted Rights Shares due on acceptance and withthe names and Securities Account numbers of the Entitled Depositors or the Purchasers (as thecase may be) clearly written on the reverse side is submitted by hand to THE CENTRALDEPOSITORY (PTE) LIMITED at 4 SHENTON WAY #02-01, SGX CENTRE 2, SINGAPORE068807 or by post at the Entitled Depositor’s or the Purchaser’s (as the case may be) own risk, inthe self-addressed envelope provided to reach THE CENTRAL DEPOSITORY (PTE) LIMITED,ROBINSON ROAD, P.O. BOX 1597, SINGAPORE 903147 by 4.45 p.m. on 16 July 2003 (or suchother time(s) and/or date(s) as may be announced from time to time by or on behalf of theCompany); or

(ii) acceptance of the provisionally allotted Rights Shares is made by the Entitled Depositors or thePurchasers (as the case may be) at an ATC and payment of the full amount payable for suchRights Shares is effected through NETS by 4.45 p.m. on 16 July 2003 (or such other time(s)and/or date(s) as may be announced from time to time by or on behalf of the Company); or

(iii) acceptance of the provisionally allotted Rights Shares is made by the Entitled Depositors or thePurchasers (as the case may be) by way of an Electronic Application through the ATM of aParticipating Bank and payment of the full amount payable for such Rights Shares is effected by9.30 p.m. on 16 July 2003 (or such other time(s) and/or date(s) as may be announced from timeto time by or on behalf of the Company),

the provisional allotment of Rights Shares will be deemed to have been declined and shall forthwith lapseand become void. All moneys received will be returned to the Entitled Depositors or the Purchasers (asthe case may be) without interest or any share of revenue or other benefit arising therefrom, BYORDINARY POST (where acceptance is through CDP) or by crediting their accounts with the relevantNETS Bank (where acceptance is through the ATC) or Participating Banks (where acceptance is by wayof Electronic Application through the ATMs of the Participating Banks), and at the Entitled Depositors’ orthe Purchasers’ (as the case may be) own risk within 14 days after the Closing Date. ACCEPTANCESACCOMPANIED BY ANY OTHER FORM OF PAYMENT (INCLUDING THE USE OF A POSTALORDER OR MONEY ORDER ISSUED BY A POST OFFICE IN SINGAPORE) WILL NOT BEACCEPTED.

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The procedures for Electronic Applications at ATMs of the Participating Banks are set out on the ATMscreens of the relevant Participating Banks (the “Steps”). Please read carefully the terms and conditionsof this Abridged Prospectus, the instructions set out on the ATM screens of the relevant ParticipatingBanks and the terms and conditions for Electronic Applications set out in this Abridged Prospectusbefore making an Electronic Application. An ATM card issued by one Participating Bank cannot be usedin respect of the acceptance of and (if applicable) the excess application for Rights Shares at an ATMbelonging to other Participating Banks. Any Electronic Application which does not strictly conform to theinstructions set out on the screens of the ATM through which the Electronic Application is made will berejected.

Any reference to the “Applicant” in the terms and conditions for Electronic Applications and the Stepsshall mean the Entitled Depositor or his renouncee or the Purchaser who accepts or (as the case maybe) who applies for the Rights Shares through an ATM of the Participating Banks. An Applicant musthave an existing bank account with and be an ATM cardholder of one of the Participating Banks beforehe can make an Electronic Application at the ATM of that Participating Bank. The actions that theApplicant must take at ATMs of the Participating Banks are set out on the ATM screens of the relevantParticipating Banks. Upon the completion of his Electronic Application transaction, the Applicant willreceive an ATM transaction slip (“Transaction Record”), confirming the details of his ElectronicApplication. The Transaction Record is for retention by the Applicant and should not be submitted withany ARE/ARS.

An Applicant, including one who has a joint bank account with a Participating Bank, must ensurethat he enters his own Securities Account number when using the ATM Card issued to him in hisown name. Using his own Securities Account number with an ATM Card which is not issued tohim in his own name will render his acceptance or (as the case may be) application liable to berejected.

The Electronic Application shall be made in accordance with, and subject to, the terms and conditions ofthis Abridged Prospectus including but not limited to the terms and conditions appearing below:

1. In connection with his Electronic Application for the Rights Shares, the Applicant is required toconfirm statements to the following effect in the course of activating the ATM for his ElectronicApplication:-

(a) that he has received a copy of this Abridged Prospectus and has read, understoodand agreed to all the terms and conditions of acceptance of and (if applicable)application for the Rights Shares under the Rights Issue and this AbridgedProspectus prior to effecting the Electronic Application and agrees to be bound bythe same; and

(b) that he consents to the disclosure of his name, NRIC/passport number, address,nationality, CDP Securities Account number, CPF Investment Account number andapplication details (the “Relevant Particulars”) from his account with thatParticipating Bank to the Share Registrar, SCCS, CDP, CPF Board, the SGX-ST, ourCompany and NRA Capital (the “Relevant Parties”).

His application will not be successfully completed and cannot be recorded as a completedtransaction in the ATM unless he presses the “Enter”, “OK”, “Confirm”, “Yes” key, as the case maybe. By doing so, the Applicant shall be treated as signifying his confirmation of each of the twostatements above. In respect of statement 1(b) above, his confirmation, by pressing the “Enter”,“OK”, “Confirm”, “Yes” key, as the case may be, shall signify and shall be treated as his writtenpermission, given in accordance with the relevant laws of Singapore including Section 47(2) of andthe Sixth Schedule to the Banking Act, Chapter 19 of Singapore, to the disclosure by thatParticipating Bank of the Relevant Particulars of his account to the Relevant Parties.

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APPENDIX E: ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONICAPPLICATION THROUGH AN ATM OF A PARTICIPATING BANK

2. An Applicant may make an Electronic Application at an ATM of any Participating Bank for theRights Shares using cash only by authorising such Participating Bank to deduct the full amountpayable from his account with such Participating Bank.

3. The Applicant irrevocably agrees and undertakes to subscribe for and to accept the lesser of thenumber of Rights Shares provisionally allotted and excess Rights Shares applied for as stated onthe Transaction Record or the number of Rights Shares standing to the credit of his SecuritiesAccount as at the close of the Rights Issue. In the event that our Company decides to allot anylesser number of excess Rights Shares or not to allot any number of excess Rights Shares to theApplicant, the Applicant agrees to accept the decision as final.

4. If the Applicant’s Electronic Application is successful, his confirmation (by his action of pressing the“Enter”, “OK”, “Confirm”, “Yes” key, as the case may be, on the ATM) of the number of RightsShares accepted and (if applicable) excess Rights Shares applied for shall signify and shall betreated as his acceptance of the number of Rights Shares and excess Rights Shares that may beallotted to him.

5. In the event that the Applicant accepts the Rights Shares both by way of ARE and/or ARS (as thecase may be) and by way of acceptance through the ATC and/or Electronic Application through theATM of a Participating Bank, CDP shall be authorised and entitled to accept the Applicant’sinstructions in whichever mode or a combination thereof as it may, in its absolute discretion, deemfit. In determining the number of Rights Shares which the Applicant has validly given instructions toaccept, the Applicant shall be deemed to have irrevocably given instructions to accept suchnumber of Rights Shares not exceeding the number of provisionally allotted Rights Shares whichare standing to the credit of his Securities Account as at the close of the Rights Issue. CDP, indetermining the number of Rights Shares which the Applicant has validly given instructions toaccept, shall be authorised and entitled to have regard to the aggregate amount of paymentreceived for the acceptance of Rights Shares, whether by way of Cashier’s Order or Banker’s Draftdrawn on a bank in Singapore accompanying the ARE and/or ARS or by way of the acceptancethrough the ATC and/or Electronic Application through the ATM of a Participating Bank.

6. If applicable, in the event that the Applicant applies for excess Rights Shares by way of ARE andby way of application through the ATC and/or Electronic Application through the ATM of aParticipating Bank, CDP shall be authorised and entitled to accept the Applicant’s instructions inwhichever mode or a combination thereof as it may, in its absolute discretion, deem fit. Indetermining the number of excess Rights Shares which the Applicant has validly given instructionsfor the application of, the Applicant shall be deemed to have irrevocably given instructions to applyfor and agreed to accept such number of excess Rights Shares not exceeding the aggregatenumber of excess Rights Shares for which he has applied by way of application through the ATCand/or Electronic Application through the ATM of a Participating Bank and by way of ARE. CDP, indetermining the number of excess Rights Shares which the Applicant has given valid instructionsfor application, shall be authorised and entitled to have regard to the aggregate amount ofpayment received for the application of the excess Rights Shares, whether by way of Cashier’sOrder or Banker’s Draft drawn on a bank in Singapore accompanying the ARE or by way ofapplication through the ATC and/or Electronic Application through the ATM of a Participating Bank.

7. The Applicant irrevocably requests and authorises our Company to:

(a) register or procure the registration of the Rights Shares allotted to the Applicant in the nameof CDP for deposit into his Securities Account;

(b) return (without interest or any share of revenue or other benefit arising therefrom) theacceptance/application moneys, should his Electronic Application in respect of the RightsShares accepted and/or excess Rights Shares applied for not be accepted by our Companyfor any reason, by automatically crediting the Applicant’s bank account with his ParticipatingBank with the relevant amount within 14 days after the close of the Rights Issue; and

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(c) return (without interest or any share of revenue or other benefit arising therefrom) thebalance of the application monies, should his Electronic Application for excess RightsShares be accepted in part only, by automatically crediting the Applicant’s bank account withhis Participating Bank with the relevant amount within 14 days after the close of the RightsIssue.

8. BY MAKING AN ELECTRONIC APPLICATION, THE APPLICANT CONFIRMS THAT HE IS NOTACCEPTING/APPLYING FOR THE RIGHTS SHARES AS NOMINEE OF ANY OTHER PERSON.

9. The Applicant irrevocably agrees and acknowledges that his Electronic Application is subject torisks of electrical, electronic, technical and computer-related faults and breakdowns, fires, acts ofGod, mistakes, loss, theft (in each case whether or not within the control of CDP, the ATC, theParticipating Banks, our Company and/or NRA Capital) and any event whatsoever beyond thecontrol of CDP, the ATC, the Participating Banks, our Company and NRA Capital and if, in anysuch event, CDP and/or the ATC and/or the Participating Banks and/or our Company and/or NRACapital do not record or receive the Applicant’s Electronic Application or data relating to theApplicant’s Electronic Application or the tape containing such data is lost, corrupted, destroyed ornot otherwise accessible, whether wholly or partially for whatever reason, the Applicant shall bedeemed not to have made an Electronic Application and the Applicant shall have no claimwhatsoever against CDP, the ATC, our Company, the Participating Banks or NRA Capital in relationto the Rights Shares and (if applicable) excess Rights Shares or for any compensation, loss orchanges in connection therewith or in relation thereto.

10. Electronic Applications may only be made at the ATMs of the Participating Banks fromMondays to Saturdays between 7.00 a.m. to 9.30 p.m.

11. Electronic Applications shall close at 9.30 p.m. on 16 July 2003 or such other time as theDirectors may, in their absolute discretion, deem fit in the interests of our Company.

12. All particulars of the Applicant in the records of his Participating Bank at the time he makes hisElectronic Application shall be deemed to be true and correct and the relevant Participating Bankand the Relevant Parties shall be entitled to rely on the accuracy thereof. If there has been anychange in the particulars of the Applicant after the time of the making of his Electronic Application,the Applicant shall promptly notify his Participating Bank.

13. The Applicant must have sufficient funds in his bank account(s) with his Participating Bank at thetime he makes his Electronic Application, failing which his Electronic Application will not becompleted. Any Electronic Application made at the ATMs of the Participating Banks which does notstrictly conform to the instructions set out on the ATM screens of such Participating Banks will berejected.

14. Where an Electronic Application is not accepted, it is expected that the full amount of theacceptance/application monies will be refunded in Singapore dollars (without interest or any shareof revenue or other benefit arising therefrom) to the Applicant by being automatically credited tothe Applicant’s account with the relevant Participating Bank within 14 days of the close of RightsIssue. An Electronic Application may also be accepted in part, in which case the balance amountof acceptance/application monies will be refunded on the same terms.

15. In consideration of our Company arranging for the Electronic Application facility through the ATMsof the Participating Banks and agreeing to close the Rights Issue at 9.30 p.m. on 16 July 2003 orsuch other time or date as the Directors may in their absolute discretion decide, and by makingand completing an Electronic Application, the Applicant agrees that:

(a) his Electronic Application is irrevocable (whether or not any supplementary document orreplacement document referred to in Section 241 of the SFA is lodged with the Authority);

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(b) his Electronic Application, the acceptance by our Company and the contract resultingtherefrom shall be governed by, and construed in accordance with, the laws of Singaporeand he irrevocably submits to the non-exclusive jurisdiction of the Singapore courts;

(c) none of our Company, NRA Capital nor the Participating Banks shall be Iiable for anydelays, failures or inaccuracies in the recording, storage, transmission or delivery of datarelating to his Electronic Application to our Company or CDP due to a breakdown or failureof transmission, delivery or communication facilities or any risks referred to in paragraph 9above or to any cause beyond their respective controls;

(d) he will not be entitled to exercise any remedy of rescission or innocent misrepresentation atany time after acceptance of his provisional allotment of Rights Shares and (if applicable)his application for excess Rights Shares;

(e) in respect of the Rights Shares for which his Electronic Application has been successfullycompleted and not rejected, acceptance of the Applicant’s Electronic Application shall beconstituted by written notification by or on behalf of our Company and not otherwise,notwithstanding any payment received by or on behalf of our Company; and

(f) unless expressly provided to the contrary in this Abridged Prospectus or the ElectronicApplication with respect to enforcement against the Applicant, a person who is not a party toany contracts made pursuant to this Abridged Prospectus or the Electronic Application hasno rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore toenforce any term of such contracts. Notwithstanding any term contained herein, the consentof any third party is not required for any subsequent agreement by the parties hereto toamend or vary (including any release or compromise of any liability) or terminate suchcontracts. Where third parties are conferred rights under such contracts, those rights are notassignable or transferable.

16. The Applicant should ensure that his personal particulars, as recorded by both CDP and therelevant Participating Banks, are correct and identical, otherwise, his Electronic Application may beliable to be rejected. The Applicant should promptly inform CDP of any change in his address,failing which the notification letter on successful allotment and other correspondences will be sentto his address last registered with CDP.

17. The existence of a trust will not be recognised. Any Electronic Application by a trustee must bemade in his own name and without qualification. Our Company will reject any application by anyperson acting as nominee.

18. In the event that the Applicant accepts the provisional allotment of Rights Shares or applies forexcess Rights Shares, as the case may be, by way of ARE or ARS or by way of ElectronicApplication through the ATM of a Participating Bank, the provisional allotment of Rights Sharesand/or excess Rights Shares will be allotted in such manner as our Company or CDP may, in theirabsolute discretion, deem fit and the amount paid on acceptance and (if applicable) excessapplication or the surplus acceptance and (if applicable) excess application monies, as the casemay be, will be refunded without interest or any share of revenue or other benefit arising therefromwithin 14 days of the close of the Rights Issue on 16 July 2003 (or such other time(s) and/ordate(s) as may be announced from time to time by or on behalf of the Company) by any one or acombination of the following:

(a) crediting the Applicant’s bank account with the NETS Bank at his own risk if he accepts and(if applicable) applies through an ATC;

(b) by means of a crossed cheque sent BY ORDINARY POST at his own risk if he accepts and(if applicable) applies through CDP; and

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(c) crediting the Applicant’s bank account with the Participating Bank at his own risk if heaccepts and (if applicable) applies through an ATM.

19. The Applicant hereby acknowledges that, in determining the total number of Rights Sharesrepresented by the provisional allotment of Rights Shares which he can validly accept, ourCompany, NRA Capital and CDP are entitled and the Applicant hereby authorises our Company,NRA Capital and CDP to take into consideration:-

(a) the total number of Rights Shares represented by the provisional allotment of Rights Shareswhich the Applicant has validly accepted, whether under the ARE(s) or any other form ofapplication (including Electronic Application through the ATM) for the Rights Shares;

(b) the total number of Rights Shares represented by the provisional allotment standing to thecredit of the Securities Account of the Entitled Depositor which is available for acceptance;and

(c) the total number of Rights Shares represented by the provisional allotment which has beendisposed of by the Entitled Depositor.

The Applicant hereby acknowledges that the determination of CDP, NRA Capital or our Companyshall be conclusive and binding on him.

20. The Applicant irrevocably requests and authorises CDP to accept instructions from theParticipating Bank through whom the Electronic Application is made in respect of the provisionalallotment of Rights Shares accepted by the Applicant and (if applicable) the excess Rights Shareswhich the Applicant has applied for.

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Entitled Scripholders are entitled to receive this Abridged Prospectus with the following documents whichare enclosed with, and are deemed to constitute a part of, this Abridged Prospectus:

Renounceable PAL incorporating:

Form of Acceptance Form ARequest for Splitting Form BForm of Renunciation Form CForm of Nomination Form DExcess Rights Shares Application Form Form E

The provisional allotment of the Rights Shares and application for excess Rights Shares are governed bythe terms and conditions of this Abridged Prospectus and the enclosed PAL and (if applicable) theMemorandum and Articles of Association of our Company. The number of Rights Shares provisionallyallotted to Entitled Scripholders is indicated in the PAL. Entitled Scripholders may accept their provisionalallotments of Rights Shares in full or in part and are eligible to apply for Rights Shares in excess of theirentitlements under the Rights Issue. Full instructions for the acceptance of and payment for the RightsShares provisionally allotted to Entitled Scripholders and the procedures to be adopted should they wishto renounce, transfer or split their provisional allotments are set out in the PAL.

Entitled Scripholders should note that all dealings in and transactions of the provisional allotment ofRights Shares through the SGX-SESDAQ will be effected under the book-entry (scripless) settlementsystem. Accordingly, the PAL will not be valid for delivery pursuant to trades done on the SGX-SESDAQ.

Unless expressly provided to the contrary in this Abridged Prospectus or the PAL with respect toenforcement against Entitled Scripholders or their renouncees, a person who is not a party to anycontracts made pursuant to this Abridged Prospectus or the PAL has no rights under the Contracts(Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of such contracts.Notwithstanding any term contained herein, the consent of any third party is not required for anysubsequent agreement by the parties hereto to amend or vary (including any release or compromise ofany liability) or terminate such contracts. Where third parties are conferred rights under such contracts,those rights are not assignable or transferable.

Entitled Scripholders who wish to accept their entire provisional allotments of Rights Shares or to acceptany part of it and decline the balance, should complete the Form of Acceptance (Form A) of the PAL forthe number of Rights Shares which they wish to accept and forward the PAL, in its entirety, together withpayment in the prescribed manner to INTEGRA2000 LTD C/O THE SHARE REGISTRAR, B.A.C.S.PRIVATE LIMITED AT 63, CANTONMENT ROAD, SINGAPORE 089758 so as to arrive not later than4.45 p.m. on 16 July 2003 (or such other time(s) and/or date(s) as may be announced from time to timeby or on behalf of the Company).

Entitled Scripholders who wish to accept a portion of their provisional allotments of Rights Shares andrenounce the balance of their provisional allotments of Rights Shares, or who wish to renounce all or partof their provisional allotments of Rights Shares in favour of more than one person, should first, using theRequest for Splitting (Form B) of the PAL, request to have their provisional allotments of Rights Sharesunder the PAL split into separate PALs (the “Split Letters”) according to their requirements. The dulycompleted Form B together with the PAL, in its entirety, should be returned to reach the Share Registrarnot later than 4.45 p.m. on 11 July 2003 (or such other time(s) and/or date(s) as may be announcedfrom time to time by or on behalf of the Company). Split letters will then be issued to EntitledScripholders in accordance with their request. No Split Letters will be issued to Entitled Scripholders ifthe Form B is received after 4.45 p.m. on 11 July 2003 (or such other time(s) and/or date(s) as may beannounced from time to time by or on behalf of the Company).

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APPENDIX F: PROCEDURES FOR ACCEPTANCE, PAYMENT, SPLITTING,RENUNCIATION AND EXCESS APPLICATION BY ENTITLED SCRIPHOLDERS

The Split Letters representing the number of Rights Shares, which Entitled Scripholders intend torenounce, may be renounced by completing the Form of Renunciation (Form C) before delivery to therenouncees. Entitled Scripholders should complete Form A of the Split Letter(s) representing that part oftheir provisional allotments they intend to accept, if any, and forward the said Split Letter(s) together withpayment in the prescribed manner to the Share Registrar so as to arrive not later than 4.45 p.m. on 16July 2003 (or such other time(s) and/or date(s) as may be announced from time to time by or on behalfof the Company).

Entitled Scripholders who wish to renounce their entire provisional allotments of Rights Shares in favourof one person, or renounce any part of it in favour of one person and decline the balance, shouldcomplete Form C for the number of provisional allotments of Rights Shares which they wish to renounceand deliver the PAL in its entirety to the renouncees.

Payment in relation to PAL must be made in Singapore currency in the form of a Cashier’s Order orBanker’s Draft drawn on a bank in Singapore and made payable to “INTEGRA2000 LTD RIGHTS ISSUEACCOUNT” and crossed “NOT NEGOTIABLE, A/C PAYEE ONLY” with the name and address of theEntitled Scripholder or accepting party clearly written on the reverse side of the remittance. Thecompleted PAL and payment should be addressed and forwarded, at the sender’s own risk, toINTEGRA2000 LTD C/O THE SHARE REGISTRAR, B.A.C.S. PRIVATE LIMITED at 63 CANTONMENTROAD, SINGAPORE 089758 so as to arrive not later than 4.45 p.m. on 16 July 2003 (or such othertime(s) and/or date(s) as may be announced from time to time by or on behalf of the Company). NOOTHER FORM OF PAYMENT (INCLUDING THE USE OF POSTAL ORDER OR MONEY ORDERISSUED BY A POST OFFICE IN SINGAPORE) WILL BE ACCEPTED.

If acceptance and payment in the prescribed manner as set out in the PAL is not received by 4.45 p.m.on 16 July 2003 (or such other time(s) and/or date(s) as may be announced from time to time by or onbehalf of the Company), the provisional allotments of Rights Shares will be deemed to have beendeclined and such provisional allotments not so accepted will be used to satisfy excess applications, ifany, or disposed of or dealt with in such manner as the Directors, in their absolute discretion, deem fit inthe interests of our Company. Our Company will return all unsuccessful application monies received inconnection therewith BY ORDINARY POST and at the risk of the Entitled Scripholders or theirrenouncee(s), as the case may be, without interest or any share of revenue or benefit arising therefromwithin 14 days after the close of the Rights Issue.

Entitled Scripholders who wish to apply for excess Rights Shares in addition to those which have beenprovisionally allotted to them may do so by completing the Excess Rights Shares Application Form (FormE) of the PAL and forwarding it with A SEPARATE REMITTANCE for the full amount payable in respectof the excess Rights Shares in the form and manner set out above, at their own risk, to INTEGRA2000LTD C/O THE SHARE REGISTRAR, B.A.C.S. PRIVATE LIMITED at 63 CANTONMENT ROAD,SINGAPORE 089758 so as to arrive not later than 4.45 p.m. on 16 July 2003 (or such other time(s)and/or date(s) as may be announced from time to time by or on behalf of the Company). NO OTHERFORM OF PAYMENT (INCLUDING THE USE OF POSTAL ORDER OR MONEY ORDER ISSUED BY APOST OFFICE IN SINGAPORE) WILL BE ACCEPTED.

Applications for the excess Rights Shares are subject to the terms and conditions contained in the PAL,Form E and this Abridged Prospectus. Applications for excess Rights Shares will be satisfied from suchRights Shares as are not validly taken up, together with those from the aggregated fractional entitlementsand any Rights Shares that are otherwise not allotted for any reason. In the event that applications arereceived by our Company for more excess Rights Shares than are available, the excess Rights Sharesavailable will be allotted in such manner as the Directors, in their absolute discretion, deem fit in theinterests of our Company. The Directors reserve the right to allot the excess Rights Shares applied forunder the Form E in any manner they deem fit and to refuse, in whole or in part, any application forexcess Rights Shares without assigning any reason whatsoever.

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If no excess Rights Shares are allotted to Entitled Scripholders or if the number of excess Rights Sharesallotted to them is less than that applied for, it is expected that the amount paid on application or thesurplus application moneys, as the case may be, will be refunded to them by our Company withoutinterest or any share of revenue or other benefit arising therefrom within 14 days of the close of theRights Issue at 4.45 p.m. on 16 July 2003 (or such other time(s) and/or date(s) as may be announcedfrom time to time by or on behalf of the Company), BY ORDINARY POST at their OWN RISK.

No acknowledgements or receipts will be issued in respect of any acceptances, remittances orapplications.

Entitled Scripholders who are in doubt as to the action they should take should consult theirstockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

The last time and date for acceptances and/or applications and payment for the Rights Shares is4.45 pm on 16 July 2003 (or such other time(s) and/or date(s) as may be announced from time totime by or on behalf of the Company.

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PARTICIPATING BANKS FOR ELECTRONIC APPLICATIONS THROUGH AN ATM

United Overseas Bank Limited and its subsidiary, Far Eastern Bank Limited

Oversea-Chinese Banking Corporation Limited

The Development Bank of Singapore Ltd (including POSB)

80

APPENDIX G : LIST OF PARTICIPATING BANKS