Consciencefood Holding Limited Dd 27 July 2010 (IPO Prospectus)

7/30/2019 Consciencefood Holding Limited Dd 27 July 2010 (IPO Prospectus)

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THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX,OR OTHER PROFESSIONAL ADVISER.

We have applied to the Singapore Exchange Securities Trading Limited (the SGX-ST) or permission to deal in, and or quotation o, all the ordinary shares (the Shares) in the

capital o Conscienceood Holding Limited (the Company) already issued (including the Vendor Shares, as defned herein) as well as the new Shares (the New Shares) which

are the subject o this Invitation (as defned herein). Such permission will be granted when our Company has been admitted to the Ofcial List o the SGX-ST. Acceptance o

applications or the Invitation Shares will be conditional upon, inter alia, the issue o the New Shares and permission being granted to deal in, and or quotation o, all o our existing

issued Shares (including the Vendor Shares) and the New Shares. I completion o the Invitation does not occur because the said permission is not granted or or any other reason,

monies paid in respect o any application accepted will be returned to you subject to applicable laws, at your own risk, without interest or any share o revenue or other beneft

arising thererom, and you will not have any claims against us, the Vendors, the Manager, the Placement Agent or the Underwriter (as defned herein). The dealing and quotation

o our Shares will be in Singapore dollars.

The SGX-ST assumes no responsibility or the correctness o any o the statements made, reports contained or opinions expressed in this Prospectus. Admission to the Ofcial

List o the SGX-ST is not to be taken as an indication o the merits o the Invitation, our Company, our subsidiary, our Shares already issued (including the Vendor Shares) or the

New Shares.

A copy o this Prospectus has been lodged with and registered by the Authority. The Authority assumes no responsibility or the contents o this Prospectus. Registration o this

Prospectus by the Authority does not imply that the Securities and Futures Act (Chapter 289) o Singapore, or any other legal or regulatory requirements, have been complied with.

The Authority has not, in any way, considered the merits o our Shares (including the Vendor Shares) or the New Shares, as the case may be, being oered or investment. We

have not lodged or registered this Prospectus in any other jurisdiction.

No Shares shall be allotted or allocated on the basis o this Prospectus later than six months ater the date o registration o this Prospectus by the Authority.

INVESTING IN OUR SHARES INVOLVES RISKS WHICH ARE DESCRIBED UNDER THE SECTION RISK FACTORS OF THIS PROSPECTUS.

Invitation in respect o 103,996,000 Invitation Shares comprising96,000,000 New Shares and 7,996,000 Vendor Shares as ollows:-

(a) 2,000,000 Oer Shares at S$0.22 each by way o public oer; and(b) 101,996,000 Placement Shares at S$0.22 each by way o placement,

payable in ull on application.

(Incorporated in the Republic o Singapore on 4 February 2008)

(Company Registration No. 200802581E)

P R O S P E C T U S D A T E D 2 7 J U l y 2 0 1 0

(REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE ON 27 JULY 2010)

ExpandingConvenience

consciencefood HoLdinG LiMiTed

Manager, Underwriter and Placement Agent

coLLins sTeWART PTe. LiMiTed(Incorporated in the Republic o Singapore)

(Company Registration No. 200713620D)

Applications should be received by 12.00 noon on 3 August 2010 or such other time and date as our

Company and the Vendors may, in consultation with the Manager, decide, subject to any limitation

under all applicable laws.


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Corporate Profle

Our Products

Hola Hole

Mikka

Four avours BBQ, onion, hotand spicy, and teppanyaki

360 million packs per annum

Alhami

- Top end o our range

- Product items include Alhami High Fibre, Alhami

Regular and Alhami 100

Santremie- Targeted at the rural market

- Product items include Santremie Regular and

Santremie 108

Maitri

- Vegetarian instant noodles

Alimi

- Competitively-priced

- Product items include Alimi Regular and Alimi 109

18 avours including chicken, special meat ball, special soto, prawn, bee,vegetarian, curry, spicy sour, ried and extra hot ried

741 million packs per annumProduction

Capacity

Instant Noodles Snack Noodles

We are principally engaged in the manuacture and sale o instant noodles and snack

noodles. In FY2009, instant noodles accounted or approximately 94.4% o our revenue,

with the remaining 5.6% attributable to snack noodles.

Our ocus is on the Indonesian market, covering six major provinces in Sumatra Island,

namely North Sumatra, Aceh, Riau, Jambi, West Sumatra and South Sumatra, and

Java Island. Indonesia accounted or approximately 96.6% o our revenue generated

rom sale o instant noodles in FY2009. We also export to markets such as Malaysia,

Papua New Guinea, South Arica, Hong Kong, Palestinian territories, Madagascar and

Singapore.

All our products are halal certifed. Our instant noodles are marketed under our brand

names with 18 dierent avours which cater to dierent consumer segments. Our snack

noodles are marketed under two brand names with our dierent avours.

We are based in Medan, Indonesia. Our actory has a built-up area o 18,335 sq m and

deploys six production lines capable o generating 741 million packs o instant noodles

and 360 million packs o snack noodles per annum.


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Strong brand recognition and loyalty in Indonesia

Overthelast10years,wehavedevelopedbrandnames

Alhami,Santremie,Maitri,Alimi,Mikkawhicharefamiliar

and readily acceptable to various consumer markets in

Indonesia

All our products are halal certied to cater toMuslim

consumers in Indonesia, which has the largest Muslim

population in the world

Wide range o products customised to local Indonesian

market

We are able to identify and customise certain unique

avours to suit the various taste preerences o consumers

in the Indonesian market

Wehaveidentieddifferenttargetsegmentsrangingfrom

the mass consumer market to the upper middle income

group as well as vegetarian consumers in the development

and marketing o our products

Consistent quality and competitive pricing

We have a comprehensive quality control assuranceprogramme which enables us to consistently deliver

quality products at competitive prices

Asatestamenttoourconsistentproductquality,we

were awarded a major contract by the UN World

Food programme in 2005 to supply instant

noodles in compliance with the Code o Good

Manuacturing Practices

Well established distribution network

InIndonesia,wehaveappointed55distributors,

including 18 exclusive distributors covering

the various provinces, who may in turn appoint

sub-distributors with our prior consent

Our marketing personnel are also deployedto each distributor in the Indonesian market to

acilitate the sale and distribution o our products

Wehavealsopenetratedinternationalconsumermarkets

in Malaysia, Papua New Guinea, South Arica, Hong Kong,

Palestinian territories, Madagascar and Singapore

Commitment to product development

We are constantly developing new products to meet

changing industry trends and consumer preerences

Wehaveanewrangeofhigh-breinstantnoodleswithout

monosodium glutamate (MSG) and artifcial colouring or

the health-conscious demonstrating our commitment to

providing high quality health products

Wehavealsodeveloped an isotonic drinkfor the sports

and ftness industry which helps athletes in the rehydration

and replenishment o depleted uids and nutrients ater

physical training

Experienced management

OurExecutiveDirectorsandmanagementteampossess

extensive knowledge o and expertise in the instant noodle

manuacturing industry

MrDjoesiantoLaw,ourChairmanandCEO,hasmorethan

25 years o experience in the ood processing industry and

is responsible or developing the business strategies and

expansion plans or our Group

Competitive Strengths

We have adopted a two-pronged strategy in growing our business:-

1. Expand our instant noodle and snack noodle businesses by

increasing the range o products and penetrating new markets in

Indonesia and overseas

2. Diversiy into new products which our Executive Directors believe

are expected to command higher proft margins. These include our

certifed organic isotonic health drink and certifed organic canned

coconut milk

Business Strategies


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NorthSumatra

WestSumatra

Riau

Jambi

BengkuluSouth

Sumatra

Lampung Jakarta

Banten

West Java

Centra Java

YogjaEast JavaFuture Plans

Financial HighlightsProspects

GROSS PROFIT (GP) & GP MARGIN

Rpmillion %

FY2007 FY2008 FY2009

160,000

140,000

120,000

100,000

80,000

60,000

40,000

20,000

0

50

40

30

20

10

0

71,925

118,653

136,931CAG

R:38.0%

22.0

GP MarginGross Proft

28.2 28.0

PROFIT AFTeR TAx (PAT) & PAT MARGIN

Rpmillion %

FY2007 FY2008 FY2009

90,000

80,000

70,000

60,000

50,000

40,000

30,000

20,000

10,000

0

50

40

30

20

10

0

30,943

56,178

84,713

CAGR:65

.5%

9.5

PAT MarginProft Ater Tax

13.3

17.3

* Had the Service Agreement been in place with eect rom 1 January

2009, the proft ater tax in FY2009 would have been approximately

Rp84,285 million.

Indonesiaisthefourthmostpopulouscountryintheworldwithapproximately

240 million people. Besides rice, noodles and instant noodles orm part o the

staple ood or the population

OurcoverageofsixmajorprovincesinSumatraIslandhasacombinedpopulation

o approximately 55 million people

The increasinglybusy lifestyleof Indonesian consumersgenerates increased

demand or convenient meal solutions such as instant noodles

Furthermore,instantnoodlesare generallyaffordablemeal optionswhichwill

appeal to the mass consumer market

According toEuromonitor International,salesof instantnoodles in Indonesia

stood at 1,093,500 tonnes (valued at Rp 15,102 billion) in 2009 and is expected

to grow to 1,251,500 tonnes (valued at Rp 17,796 billion) in 20141

ReveNue

Rpmillion

FY2007 FY2008 FY2009

600,000

500,000

400,000

300,000

200,000

100,000

0

326,760

421,245

489,707CAGR:2

2.4%

he above inormation was extracted rom Noodles In Indonesia published by Euromonitor International in November 2009. According to itsporate website on www.euromonitor.com, Euromonitor International is a leading independent provider o business intelligence on industries,ntries and consumers, providing online inormation databases and market reports. We have not sought the consent o Euromonitor International,has Euromonitor International provided its consent to the inclusion o the relevant inormation extracted rom the relevant report or website and

claim any responsibility in relation to reliance on these statistics and inormation. While reasonable actions have been taken by our Directors toure that the relevant statements rom the relevant inormation are reproduced in their proper orm and context, and that the inormation is extractedurately and airly rom the relevant report or website, all other parties and ourselves have not conducted an independent review o the inormationtained in the relevant website and have not verifed the accuracy o the contents o the relevant statements.

romotional activities to increase market penetration

Increase our market penetration by intensifying our marketing and businessdevelopment activities, increasing our in-house sales team and advertising and

promotional activities, as well as appointing more distributors

Weareexploringopportunitiesto break intonew overseasmarkets suchasthe

Peoples Republic o China (PRC) and India

TheAgreementonTradeandGoodsoftheFrameworkAgreementonComprehensive

Economic Cooperation between ASEAN and the PRC, which has come into eect

since January 2010, would result in a larger potential market size and enhanced

trade opportunities or our products

xpansion o our range o instant noodles

Weintend todevelopanewrange ofavours for instantnoodles and high-bre

instant noodles in cup packaging

Wehavelaunchedourhigh-bre instantnoodlestargetedatthehealth-conscious

consumers in the second hal o 2008

iversifcation into new products or local and export markets

Wehavedeveloped,andwilllaunchourcertiedorganicisotonichealthdrinkand

certifed organic canned coconut milk in 2011, or sale in Indonesia and our export

markets

OurDirectorsbelievetheseproductsareexpectedtocommandhigherprotmargins,

thereby improving our overall proft margin

stablishment o manuacturing plant in Jakarta or its surrounding areas or

e production o instant noodles and beverages

Weintendtosetupamanufacturingplantin Jakartafor theproductionof instant

noodles and beverages to meet the requirements o our customers in Java Island

and its surrounding areas, as part o our long term strategy o lowering costs and

reducing reliance on our OEM based in Jakarta, Indonesia

trategic acquisitions and investmentsWe will consider acquisitions, investments and strategic alliances/joint ventures

which will allow us to expand the scale and scope o our business, expand our

product range, and enjoy even greater economies o scale


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CORPORATE INFORMATION....................................................................................................... 4

DEFINITIONS................................................................................................................................. 6

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

EXCHANGE RATES ...................................................................................................................... 13

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

PLAN OF DISTRIBUTION ............................................................................................................. 16

SELLING RESTRICTIONS ............................................................................................................ 17

DETAILS OF THE INVITATION

LISTING ON THE SGX-ST .................................................................................................. 18

INDICATIVE TIMETABLE FOR LISTING ............................................................................. 22

PROSPECTUS SUMMARY ........................................................................................................... 23

THE INVITATION............................................................................................................................ 26

USE OF PROCEEDS FROM THE INVITATION AND EXPENSES INCURRED ........................... 27

MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS................................ 29

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

INVITATION STATISTICS .............................................................................................................. 40

DIVIDEND POLICY........................................................................................................................ 42

CAPITALISATION AND INDEBTEDNESS.................................................................................... 43

DILUTION....................................................................................................................................... 45

RESTRUCTURING EXERCISE ..................................................................................................... 47

GENERAL INFORMATION ON OUR GROUP

GROUP STRUCTURE ......................................................................................................... 49

SHARE CAPITAL ................................................................................................................. 50

SHAREHOLDERS AND SHAREHOLDING STRUCTURE .................................................. 52

VENDORS ............................................................................................................................ 54

MORATORIUM ..................................................................................................................... 55

HISTORY ........................................................................................................................................ 56

OUR BUSINESS

BUSINESS OVERVIEW ....................................................................................................... 57

OUR PRODUCTS ................................................................................................................ 57

OUR PRODUCTION PROCESS.......................................................................................... 59PRODUCTION FACILITIES AND CAPACITY ...................................................................... 60

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CONTENTS


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QUALITY ASSURANCE ....................................................................................................... 61

AWARDS AND CERTIFICATES ........................................................................................... 63

SALES, MARKETING AND DISTRIBUTION ....................................................................... 63

INVENTORY MANAGEMENT .............................................................................................. 64

MAJOR SUPPLIERS ........................................................................................................... 65

MAJOR CUSTOMERS ......................................................................................................... 67

CREDIT POLICY AND MANAGEMENT .............................................................................. 67

PROPERTIES AND OTHER FIXED ASSETS ..................................................................... 69

RESEARCH AND PRODUCT DEVELOPMENT.................................................................. 70

INTELLECTUAL PROPERTY .............................................................................................. 71

INSURANCE ........................................................................................................................ 71

LICENCES AND PERMITS.................................................................................................. 72

COMPETITION .................................................................................................................... 76

COMPETITIVE STRENGTHS .............................................................................................. 76

PROSPECTS, BUSINESS STRATEGIES AND FUTURE PLANS

PROSPECTS ....................................................................................................................... 78

TREND INFORMATION ....................................................................................................... 78

ORDER BOOKS .................................................................................................................. 79

BUSINESS STRATEGIES AND FUTURE PLANS .............................................................. 79

SELECTED COMBINED FINANCIAL INFORMATION ....................................................................... 81

MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIALCONDITION

OVERVIEW .......................................................................................................................... 87

SEASONALITY .................................................................................................................... 91

INFLATION ........................................................................................................................... 92

CHANGES IN ACCOUNTING POLICIES ............................................................................ 92

REVIEW OF OPERATING RESULTS .................................................................................. 92

REVIEW OF FINANCIAL POSITION ................................................................................... 96

LIQUIDITY AND CAPITAL RESOURCES ............................................................................ 98

CAPITAL EXPENDITURE AND DIVESTMENTS ................................................................. 99

COMMITMENTS .................................................................................................................. 100

FOREIGN EXCHANGE MANAGEMENT ............................................................................. 100

DIRECTORS, EXECUTIVE OFFICERS AND STAFF

MANAGEMENT REPORTING STRUCTURE ...................................................................... 102

DIRECTORS ........................................................................................................................ 103EXECUTIVE OFFICERS ...................................................................................................... 106

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CONTENTS


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STAFF .................................................................................................................................. 108

STAFF TRAINING ................................................................................................................ 108

REMUNERATION OF DIRECTORS, EXECUTIVE OFFICERS AND RELATEDEMPLOYEES ....................................................................................................................... 109

BOARD PRACTICES ........................................................................................................... 109

CORPORATE GOVERNANCE ............................................................................................ 110

SERVICE AGREEMENT ...................................................................................................... 112

INTERESTED PERSON TRANSACTIONS

PAST TRANSACTIONS ....................................................................................................... 113

PRESENT AND ON-GOING TRANSACTIONS ................................................................... 116

REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS ....... 118

POTENTIAL CONFLICTS OF INTERESTSINTERESTS OF DIRECTORS, CONTROLLING SHAREHOLDERS OR THEIRASSOCIATES ....................................................................................................................... 119

INTERESTS OF EXPERTS ................................................................................................. 119

GOVERNMENT REGULATIONS ......................................................................................................... 120

CLEARANCE AND SETTLEMENT..................................................................................................... 129

GENERAL AND STATUTORY INFORMATION................................................................................... 130

APPENDIX A AUDITED COMBINED FINANCIAL STATEMENTS OF CONSCIENCEFOOD

HOLDING LIMITED AND ITS SUBSIDIARY FOR THE FINANCIAL YEARSENDED 31 DECEMBER 2007, 2008 AND 2009................................................ A-1

APPENDIX B TAXATION .......................................................................................................... B-1

APPENDIX C DESCRIPTION OF OUR SHARES .................................................................... C-1

APPENDIX D SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OFOUR COMPANY ................................................................................................. D-1

APPENDIX E TERMS AND CONDITIONS AND PROCEDURES FOR APPLICATIONS ....... E-1

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CONTENTS


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Board of Directors

: Djoesianto Law (Chairman and CEO)Yek Mei (Executive Director)Low Joo Hong (Non-Executive Director)Terrance Tan Kong Hwa (Lead Independent Director)Ong Wei Jin (Independent Director)

Company Secretary : Gn Jong Yuh Gwendolyn (LLB) (Hons)

Registered Office : 1 Robinson Road#17-00 AIA TowerSingapore 048542

Principal Place of Business andContact Details

: Jalan Sutomo No. 92Medan 20213

IndonesiaTelephone Number: +62 (61) 7940678Facsimile Number: +62 (61) 7942000

Share Registrar and Share TransferOffice

: Tricor Barbinder Share Registration Services(A division of Tricor Singapore Pte. Ltd.)8 Cross Street #11-00PWC BuildingSingapore 048424

Manager, Underwriter and PlacementAgent

: Collins Stewart Pte. Limited77 Robinson Road#21-02Singapore 068896

Auditors and Reporting Accountants : Ernst & Young LLPOne Raffles QuayNorth Tower, Level 18Singapore 048583

Partner-in-charge: Max Loh Khum Whai

(a member of the Institute of Certified PublicAccountants of Singapore)

Solicitors to the Invitation : Shook Lin & Bok LLP1 Robinson Road#18-00 AIA TowerSingapore 048542

Legal Advisors to our Company onIndonesian Law

: Soebagjo, Jatim, DjarotPlaza 5 - Pondok Indah, Blok D No. 5

Jl. Marga Guna Raya, Pondok IndahJakarta Selatan 12420, Indonesia

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CORPORATE INFORMATION


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Principal Bankers : PT. Bank Negara Indonesia (Persero) TbkJalan Pemuda No. 12MedanIndonesia

PT. Bank CIMB Niaga TbkJalan Bukit Barisan No. 5MedanIndonesia

Receiving Banker : The Bank of East Asia, Limited137 Market StreetBank of East Asia BuildingSingapore 048943

Vendors : Phillip Ventures Enterprise Fund LtdAsean China Investment Fund L.P.Arana Assets LimitedUVM Venture Investments LimitedAventures 1 Pte Ltd

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CORPORATE INFORMATION


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In this Prospectus and the accompanying Application Forms and in relation to Electronic Applications,the instructions appearing on the screens of ATMs of the Participating Banks or the IB websites of theParticipating Banks, the following definitions apply throughout where the context so admits:-

Companies within our Group

Company or Consciencefood : Consciencefood Holding Limited

Group : Our Company and its subsidiary, Olagafood

Olagafood : PT. Olagafood Industri Makanan Dan Minuman

Other Corporations, Organisations or Agencies

Authority or MAS : The Monetary Authority of Singapore

CDP or Depository : The Central Depository (Pte) Limited

CPF : The Central Provident Fund

ISO : International Organisation for Standardisation, a world-widefederation of national standards bodies

: Collins Stewart Pte. Limited

OEM : PT. Olagafood Sukses Mandiri

Participating Banks : DBS Bank Ltd. (including POSB) (DBS Bank), Oversea-Chinese Banking Corporation Limited (OCBC), UnitedOverseas Bank Limited and its subsidiary, Far Eastern Bank

Limited (UOB Group)

SCCS : Securities Clearing & Computer Services (Pte) Ltd

SGX-ST : Singapore Exchange Securities Trading Limited

General

Act or Companies Act : The Companies Act, Chapter 50 of Singapore, as amended,modified or supplemented from time to time

Adjusted NTA : The NTA of our Group based on the audited combinedfinancial position of our Group as at 31 December 2009,

adjusted for (i) the issuance of 70,247,933 Shares(subsequent to the Sub-division) pursuant to the conversionof a loan due to Mr Law of S$8.5 million (equivalent toRp56,939 million); and (ii) distribution of dividends byOlagafood to its then existing shareholders (being Mr Law,Mrs Law and Yek Mei) amounting to Rp39,024 million(equivalent to S$5.83 million) less Rp390 million (equivalentto S$0.058 million, being the dividend attributable to minorityinterests), subsequent to 31 December 2009

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

Application List : The list of applications for subscription or purchase, as thecase may be, of the Invitation Shares

Manager, Underwriter,Placement Agent or CollinsStewart

6

DEFINITIONS


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Articles of Association : The articles of association of our Company

Associate : (a) in relation to a corporation, means a director orcontrolling shareholder; a subsidiary or associatedcompany; or a subsidiary or associated company ofthe controlling shareholder, of the corporation

(b) in relation to a director, chief executive officer,substantial shareholder or controlling shareholder(being an individual) of a corporation means:-

(i) his immediate family (being spouse, child,sibling and parent);

(ii) a trustee, when acting in his capacity assuch trustee, of any trust of which he or hisimmediate family is a beneficiary or, in the caseof a discretionary trust, is a discretionary object;

or

(iii) any corporation in which he and his immediatefamily together (directly or indirectly) have aninterest of not less than 30% of the aggregatenominal amount of all the voting shares;

(c) in relation to a substantial shareholder or controllingshareholder (being a corporation) means,notwithstanding paragraph (a), any other corporationwhich is its related corporation or associated company

ATM : Automated teller machine of a Participating Bank

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

Board or Board of Directors : Our board of Directors as at the date of this Prospectus,unless otherwise stated

CEO : Chief Executive Officer

Controlling Shareholder : A person who holds directly or indirectly 15% or more of thenominal amount of all the voting shares in the corporation, orin fact exercises control over the corporation

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

Electronic Applications : Applications for the Offer Shares made through an ATMof one of the Participating Banks or the IB website of theParticipating Banks in accordance with the terms andconditions of this Prospectus

EPS : Earnings per Share

Executive Directors : The executive Directors of our Company as at the date ofthis Prospectus, unless otherwise stated

7

DEFINITIONS


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Executive Officers : Unless otherwise stated, the executive officers of ourGroup as at the date of this Prospectus, including our keyexecutives who make or participate in making decisions thataffect the whole or a substantial part of our business or havethe capacity to make decisions which affect significantly ourfinancial standing

FY : Financial year ended or ending 31 December, as the casemay be

GST : Goods and Services Tax

IB : Internet banking

Independent Directors : The independent Directors of our Company as at the date ofthis Prospectus, unless otherwise stated

Invitation : The invitation by our Company and the Vendors to the public

in Singapore to subscribe for and/or purchase the InvitationShares at the Issue Price, subject to and on the terms andconditions of this Prospectus

Invitation Shares : The 103,996,000 Shares which are the subject of theInvitation, comprising 96,000,000 New Shares and 7,996,000Vendor Shares

Issue Price : $0.22for each Invitation Share

Latest Practicable Date : 19 July 2010, being the latest practicable date prior to thelodgement of this Prospectus with the Authority

Listing Manual : The listing manual of the SGX-ST, as amended, modified orsupplemented from time to time

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

New Shares : The 96,000,000 new Shares for which our Company invitesapplications to subscribe for pursuant to the Invitation, subjectto and on the terms and conditions of this Prospectus

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

Non-Executive Director : A non-executive Director of our Company as at the date ofthis Prospectus, unless otherwise stated

NTA : Net tangible assets

OEM Contract : The co-operation agreement entered into between Olagafoodand PT. Olagafood Sukses Mandiri, being the OEM, on 1January 2008 which was renewed in January 2009 and isvalid until June 2012 (and can be automatically extendedunless terminated by either party with prior notice of sixmonths), whereby Olagafood authorised the OEM to produceinstant noodles (under the trademarks, Alhami, Santremie,Alimi and Maitri) and Olagafood will purchase these instant

noodles from the OEM for sale in the Java Island and itssurrounding areas. Further details are set out in the sectionMajor Suppliers of this Prospectus

8

DEFINITIONS


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Offer : The invitation by our Company and the Vendors to the publicin Singapore for subscription and/or purchase of the OfferShares at the Issue Price, subject to and on the terms andconditions of this Prospectus

Offer Shares : The 2,000,000 Invitation Shares which are the subject of the

Offer

PBT : Profit before income tax

PER : Price earnings ratio

periods under review : The period which comprises FY2007, FY2008 and FY2009

Placement : The placement of the Placement Shares by the PlacementAgent on behalf of our Company and the Vendors forsubscription and/or purchase at the Issue Price, subject toand on the terms and conditions of this Prospectus

Placement Shares : The 101,996,000 Invitation Shares which are the subject ofthe Placement

Prospectus : This prospectus dated 27 July 2010

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

Restructuring Exercise : The restructuring exercise undertaken by our Group priorto the Invitation, as described in the section RestructuringExercise of this Prospectus

Securities Account : Securities account maintained by a Depositor with CDP(excluding a securities sub-account)

Service Agreement : The service agreement entered into between our Companyand Mr Law, our Chairman and CEO, as described in thesection Service Agreement of this Prospectus

: The Securities and Futures Act (Chapter 289) of Singapore,as amended, modified or supplemented from time to time

Shareholders : Registered holders of Shares, except where the registeredholder is CDP, the term Shareholders shall, in relationto such Shares mean the Depositors whose SecuritiesAccounts are credited with Shares

Shares : Ordinary shares in the capital of our Company

Sub-division : The sub-division of one (1) Share into 230 Shares, asdescribed in the section Share Capital of this Prospectus

Substantial Shareholder : A person who has an interest in shares the nominal amountof which is not less than 5% of the nominal amount of all thevoting shares of a company

Vendors : Phillip Ventures Enterpr ise Fund Ltd, Asean China

Investment Fund L.P., Arana Assets Limited, UVM VentureInvestments Limited and Aventures 1 Pte Ltd, and each, aVendor

SFAand Securities andFutures Act

9

DEFINITIONS


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Vendor Shares : The 7,996,000 existing Shares for which the Vendors inviteapplications to purchase at the Issue Price, subject to theterms and conditions of this Prospectus

Countries, Currencies, Units and Others

cm : Centimetres

Indonesia : Republic of Indonesia

kg : Kilograms

mm : Millimetres

NA or na : Not applicable

NM or nm : Not meaningful

Rp or Rupiah : Indonesia Rupiah, the lawful currency of the Republic of

Indonesia

SGD, S$ or $ and cents : Singapore dollars and cents, respectively, the lawful currencyof the Republic of Singapore

sq m : Square metre

USD and US$ : United States dollars, the lawful currency of the UnitedStates of America

% or per cent. : Per centum or percentage

For the purpose of this Prospectus, the following persons named in the first column below are also knownby the name(s) set out in the second column:-

Name in National IdentityRegistration Card (NRIC)/Passport

Also known as

Djoesianto Law : Mr Law

Nurni Anggsanah : Mrs Law (spouse of Mr Law)

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

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

Any discrepancies in tables included herein between the amounts listed and the totals thereof are due torounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation ofthe figures which precede them.

Any reference in this Prospectus, the Application Forms and the Electronic Applications to any statuteor enactment is a reference to that statute or enactment for the time being amended or re-enacted. Anyword defined in the Act, the SFA or any statutory modification thereof and used in this Prospectus, the

Application Forms and the Electronic Applications shall, where applicable, have the meaning ascribed toit under the Act, the SFA or such statutory modification thereof, as the case may be.

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DEFINITIONS


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Any reference in this Prospectus, the Application Forms and the Electronic Applications to Sharesbeing allotted or allocated to an applicant includes allotment or allocation to CDP for the account of thatapplicant.

Any reference to a time of day and date in this Prospectus, the Application Forms and the ElectronicApplications shall be a reference to Singapore time and date respectively, unless otherwise stated.

Any reference to we, us, our and ourselves in this Prospectus is a reference to our Company, ourGroup or any member of our Group as the context requires.

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DEFINITIONS


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To facilitate a better understanding of our business, the following glossary provides an explanation anddescription of certain terms and abbreviations used in this Prospectus. The terms and their assignedmeanings should not be treated as being definitive of their meanings, and may not correspond to thestandard industry or common meanings or usage, as the case may be, of these terms.

Cloud Point : The temperature at which the dissolved solids in the oil are

no longer soluble, precipitating a second phase, giving theoil a cloudy appearance

C&F : This is a maritime trade term which refers to an arrangementwhereby the seller must pay for the costs and freight to bringthe goods to the port of destination. However, the risk istransferred to the buyer once the goods have crossed theships rail

CIF : This is a maritime trade term which refers to an arrangementwhereby the seller must pay for the costs and freight to bringthe goods to the port of destination. In addition, the seller

must procure and pay for insurance for the buyer. The riskis transferred to the buyer once the goods have crossed theships rail

FOB : This is a maritime trade term which refers to an arrangementwhereby the seller must load the goods on board the shipnominated by the buyer, and the costs and risks are beingdivided at the ships rail. The seller must clear the goods forexport

MSG : Monosodium Glutamate, a sodium salt of the naturallyoccurring non-essential amino acid glutamic acid. It is usedas a food additive and is commonly marketed as a flavour

enhancer

Organoleptic Test : The evaluation of food products by combination of taste,sight and smell by a taste panel

pH : A measure of the acidity or alkalinity of a solution

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GLOSSARY OF TECHNICAL TERMS


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The combined financial statements of our Group are expressed in Rupiah. The average and closingexchange rates between Rupiah and S$, as outlined in the table below, are extracted from informationpublished by Bloomberg L.P. (1). The average exchange rate for each financial year or period, as the casemay be, is the average of the closing exchange rates on the last day of each month during that financialyear or period. These exchange rates have been presented solely for information only and should not beconstrued as a representation that those Rp amounts could have been, or could be, converted into S$, atany particular rates, the rates stated below, or at all.

Rp to S$1.00

Average Closing

FY2007 6,069.13 6,528.93

FY2008 6,839.80 7,900.18

FY2009 7,142.54 6,693.67

The highest and lowest exchange rates between Rupiah and S$ for each of the past six months prior andup to the Latest Practicable Date were as follows:-

Rp to S$1.00

Period Highest Lowest

January 2010 6,712.12 6,592.01

February 2010 6,673.64 6,560.39

March 2010 6,631.41 6,485.07

April 2010 6,588.93 6,465.90

May 2010 6,636.36 6,529.64

June 2010 6,598.59 6,460.96

As at the Latest Practicable Date, the closing exchange rate between Rupiah and S$ was Rp6,581.53 to

S$1.00.

Note:-

(1) We have not asked Bloomberg L.P. for their consent to the inclusion of the exchange rates quoted under this section andBloomberg L.P. is thereby not liable for these statements under Sections 253 and 254 of the SFA. While we have takenreasonable actions to ensure that the relevant information attributable to Bloomberg L.P. is reproduced in its proper form andcontext, and that the information is extracted accurately, we have not conducted an independent review of the informationextracted or verified the accuracy of such information.

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EXCHANGE RATES


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

(a) our revenue and profitability;

(b) expected growth in demand;

(c) expected industry trends;

(d) anticipated expansion plans;

(e) anticipated commencement and completion dates for projects; and

(f) other matters discussed in this Prospectus regarding matters that are not historical facts,

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

(i) changes in political, social and economic conditions and the regulatory environment in Singaporeand other countries in which we conduct business;

(ii) changes in currency exchange rates;

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

(iv) changes in the availability and prices of raw materials;

(v) changes in customer demand;

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

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

(viii) other factors beyond our control.

These factors are discussed in greater detail in this Prospectus, in particular, but not limited to thediscussions in the sections Risk Factors and Managements Discussion and Analysis of Results ofOperations and Financial Condition of this Prospectus. All forward-looking statements by or attributableto us or our Directors, our Executive Officers or employees acting on our behalf or on the Vendors behalf,or persons acting on our behalf, contained in this Prospectus are expressly qualified in their entirety bysuch factors. These forward-looking statements are applicable only as of the date of this Prospectus.

Given the risks and uncertainties that may cause our actual future results, performance or achievementsto be materially different from that expected, expressed or implied by the forward-looking statements inthis Prospectus, we advise you not to place undue reliance on those statements. Neither our Company,the Vendors, the Manager, the Underwriter, the Placement Agent nor any other person represents orwarrants to you that our actual future results, performance or achievements will be as discussed in those

statements.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS


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Our actual future results may differ materially from those anticipated in these forward-looking statementsas a result of the risks faced by us. We, the Vendors, the Manager, the Underwriter and the PlacementAgent disclaim any responsibility to update any of those forward-looking statements or publicly announceany revisions to those forward-looking statements to reflect future developments, events or circumstancesfor any reason, even if new information becomes available or other events occur in the future. We are,however, subject to the provisions of the SFA and the Listing Manual regarding corporate disclosure. Inparticular, pursuant to Section 241 of the SFA, if after this Prospectus is registered but before the close ofthe Invitation, we become aware of (a) a false or misleading statement in this Prospectus; (b) an omissionfrom this Prospectus of any information that should have been included in it under Section 243 of theSFA; or (c) a new circumstance that has arisen since this Prospectus was lodged with the Authority andwould have been required by Section 243 of the SFA to be included in this Prospectus, if it had arisenbefore this Prospectus was lodged and that is materially adverse from the point of view of an investor, ourCompany may lodge a supplementary or replacement prospectus with the Authority.

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The Issue Price is determined by us and the Vendors in consultation with the Manager, the Underwriterand the Placement Agent after taking into consideration, inter alia, prevailing market conditions andestimated market demand for the Invitation Shares through a book-building process. The Issue Price isthe same for all Invitation Shares and is payable in full on application.

Offer Shares

The Offer Shares are made available to members of the public in Singapore for subscription and/orpurchase at the Issue Price. The terms and conditions and procedures for application and acceptance aredescribed in Appendix E of this Prospectus.

Pursuant to the terms and conditions in the management and underwriting agreement signed betweenour Company, the Vendors, the Manager and the Underwriter dated 27 July 2010 (the Management andUnderwriting Agreement), the Manager has agreed to manage the Invitation and the Underwriter hasagreed to underwrite the Offer Shares.

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

Shares as at the close of the Application List.

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

Placement Shares

Applications for the Placement Shares may only be made by way of Placement Shares Application Forms.The terms and conditions and procedures for application and acceptance are described in Appendix E ofthis Prospectus.

Pursuant to the terms and conditions in the placement agreement signed between our Company, the

Vendors and the Placement Agent dated 27 July 2010 (the Placement Agreement), the PlacementAgent has agreed to subscribe for and/or procure subscribers for the Placement Shares.

In the event of an under-subscription for the Placement Shares as at the close of the Application List,that number of Placement Shares not subscribed for and/or purchased shall be made available to satisfyexcess applications for the Offer Shares to the extent that there is an over-subscription for the OfferShares as at the close of the Application List.

Subscribers and/or purchasers of the Placement Shares may be required to pay a brokerage of up to1.0% of the Issue Price to the Placement Agent, as well as stamp duties and any other similar charges.

None of our Directors or Substantial Shareholders intends to subscribe for and/or purchase for theInvitation Shares in the Invitation.

The terms, conditions and procedures for application and acceptance are described under Terms andConditions and Procedures for Applications in Appendix E of this Prospectus.

To the best of our knowledge, we are not aware of any person who intends to subscribe for and/or purchase more than 5% of the Invitation Shares in the Invitation. However, through a book buildingprocess to assess market demand for our Shares, there may be person(s) who may indicate his interestto subscribe for more than 5% of the Invitation Shares. If such person(s) were to make an application formore than 5% of the Invitation Shares and subsequently allotted such number of Invitation Shares, wewill make the necessary announcements at an appropriate time. The final allocation of Shares will be inaccordance with the shareholding spread and distribution guidelines set out in Rule 210 of the ListingManual.

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

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PLAN OF DISTRIBUTION


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This Prospectus does not constitute an offer, solicitation or invitation to subscribe for and/or purchaseour Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not authorisedor to any person to whom it is unlawful to make such offer, solicitation or invitation. No action has beenor will be taken under the requirements of the legislation or regulations of, or of the legal or regulatoryauthorities of, any jurisdiction, except for the lodgement and registration of this Prospectus in Singapore inorder to permit a public offering of our Shares and the public distribution of this Prospectus in Singapore.The distribution of this Prospectus and the offering of our Shares in certain jurisdictions may be restrictedby the relevant laws in such jurisdictions. Persons who may come into possession of this Prospectus arerequired by us, the Vendors, the Manager, the Underwriter and the Placement Agent to inform themselvesabout, and to observe and comply with, any such restrictions at their own expense and without liability tous, the Vendors, the Manager, the Underwriter and the Placement Agent.

Persons to whom a copy of this Prospectus has been issued shall not circulate to any other person,reproduce or otherwise distribute this Prospectus or any information in it for any purpose whatsoever norpermit or cause the same to occur.

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SELLING RESTRICTIONS


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LISTING ON THE SGX-ST

We have applied to the SGX-ST for permission to deal in, and for quotation of, all our Shares alreadyissued (including the Vendor Shares) as well as the New Shares which are the subject of the Invitation.Such permission will be granted when our Company has been admitted to the Official List of the SGX-ST.Our acceptance of applications will be conditional upon the issue of the New Shares and permission

being granted to deal in, and for quotation of, all of our existing issued Shares (including the VendorShares) and the New Shares. If such permission is not granted for any reason, monies paid in respectof any application accepted will be returned to the applicant at the applicants own risk, without interestor any share of revenue or other benefit arising therefrom, and the applicant will not have any claimswhatsoever against our Company, the Vendors, the Manager, the Underwriter or the Placement Agent. NoShares shall be allotted or allocated on the basis of this Prospectus later than six months after the date ofregistration of this Prospectus by the Authority.

The SGX-ST assumes no responsibility for the correctness of any of the statements made, reportscontained or opinions expressed in this Prospectus. Admission to the Official List of the SGX-ST is not tobe taken as an indication of the merits of the Invitation, our Company, our subsidiary, our Shares alreadyissued (including the Vendor Shares) or our New Shares.

A copy of this Prospectus has been lodged with and registered by the Authority. The Authority assumesno responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority doesnot imply that the SFA, or any other legal or regulatory requirements, have been complied with. TheAuthority has not, in any way, considered the merits of our Shares (including the Vendor Shares) or theNew Shares, as the case may be, being offered for investment. We have not lodged or registered thisProspectus in any other jurisdiction.

This Prospectus has been seen and approved by our Directors and the Vendors and they individuallyand collectively accept full responsibility for the accuracy of the information given in this Prospectus andconfirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the factsstated and the opinions expressed in this Prospectus are fair and accurate in all material respects as atthe date of this Prospectus and that there are no material facts the omission of which would make any

statements in this Prospectus misleading, and that this Prospectus constitutes full and true disclosure ofall material facts about the Invitation, our Company, our subsidiary and the Invitation Shares.

Neither our Company, the Vendors, the Manager, the Underwriter, the Placement Agent nor any otherparties involved in the Invitation is making any representation to any person regarding the legality ofan investment in our Shares by such person under any investment or other laws or regulations. Noinformation in this Prospectus should be considered as being business, legal or tax advice regarding aninvestment in our Shares. Each prospective investor should consult his own professional or other advisersfor business, legal or tax advice regarding an investment in our Shares.

No person has been or is authorised to give any information or to make any representation notcontained in this Prospectus in connection with the Invitation and, if given or made, such informationor representation must not be relied upon as having been authorised by our Company, the Vendors,the Manager, the Underwriter or the Placement Agent. Neither the delivery of this Prospectus and theApplication Forms nor any document relating to the Invitation shall, under any circumstances, constitutea continuing representation or create any suggestion or implication that there has been no change inthe affairs of our Company or our subsidiary or in any statements of fact or information contained inthis Prospectus since the date of this Prospectus. Where such changes occur, we will comply with therelevant provisions of the SFA and may make an announcement of the same to the SGX-ST and ifrequired under the SFA, a supplementary or replacement prospectus will be issued and made availableto the public after a copy thereof has been lodged with the Authority. All applicants should take note ofany such announcement, or supplementary or replacement prospectus and, upon the release of such anannouncement, or supplementary or replacement prospectus, shall be deemed to have notice of suchchanges. Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon as, apromise or representation as to the future performance or policies of our Company or our subsidiary.

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This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied uponby any persons other than the applicants applying for the Invitation Shares or for any other purpose. ThisProspectus does not constitute an offer, solicitation or invitation to subscribe for and/or purchasethe Invitation Shares in any jurisdiction in which such offer, solicitation or invitation is unlawfulor is not authorised or to any person to whom it is unlawful to make such an offer, solicitation orinvitation.

Pursuant to Section 241 of the SFA, if after this Prospectus is registered but before the close of theInvitation, we become aware of:-

(a) a false or misleading statement in this Prospectus;

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

(c) a new circumstance that has arisen since this Prospectus was lodged with the Authority and wouldhave been required by Section 243 of the SFA to be included in this Prospectus, if it had arisenbefore this Prospectus was lodged,

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

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

(a) where the Invitation Shares have not been issued and/or transferred to the applicants, ourCompany (as well as on behalf of the Vendors) shall either:-

(i) within two days (excluding any Saturday, Sunday or public holiday) from the date oflodgement of the supplementary or replacement prospectus, give the applicants notice inwriting of how to obtain, or arrange to receive, a copy of the same and provide the applicants

with an option to withdraw their applications, and take all reasonable steps to make availablewithin a reasonable period the supplementary or replacement prospectus to the applicantswho have indicated they wish to obtain, or who have arranged to receive, a copy of thesupplementary or replacement prospectus;

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

(iii) treat the applications as withdrawn and cancelled, in which case the applications shall bedeemed to have been withdrawn and cancelled, and we shall (as well as on behalf of theVendors), within seven days from the date of lodgement of the supplementary or replacement

prospectus, pay the applicants all monies the applicants have paid on account of theirapplications for the Invitation Shares without interest or any share of revenue or other benefitarising therefrom and at their own risk and the applicants shall not have any claim againstour Company, the Vendors, the Manager, the Underwriter or the Placement Agent; or

(b) where the Invitation Shares have been issued and/or transferred to the applicants, we shall (as wellas on behalf of the Vendors) either:-

(i) within two days (excluding any Saturday, Sunday or public holiday) from the date oflodgement of the supplementary or replacement prospectus, give the applicants noticein writing of how to obtain, or arrange to receive, a copy of the same and provide theapplicants with an option to return to us the Invitation Shares which they do not wish toretain title in, and take all reasonable steps to make available within a reasonable period the

supplementary or replacement prospectus to the applicants who have indicated they wishto obtain, or who have arranged to receive, a copy of the supplementary or replacementprospectus;

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

(iii) treat the issue and/or transfer of the Invitation Shares as void, in which case the issue and/or

transfer shall be deemed void and we shall (as well as on behalf of the Vendors):-

(A) within seven days from the date of lodgement of the supplementary or replacementprospectus, pay the applicants all monies the applicants have paid on account oftheir applications for the Invitation Shares without interest or any share of revenueor other benefit arising therefrom and at their own risk and the applicants shall nothave any claim against our Company, the Vendors, the Manager, the Underwriter orthe Placement Agent; or

(B) (aa) if documents purporting to evidence title to the Invitation Shares (titledocuments) have been issued to the applicants, within seven days from the dateof lodgement of the supplementary or replacement prospectus, inform the applicants

to return the title documents to us within 14 days from the date of lodgement of thesupplementary or replacement prospectus, and within seven days from the dateof receipt of the title documents or the date of lodgement of the supplementary orreplacement prospectus, whichever is the later, pay to the applicants all monies paidby them for the Invitation Shares without interest or any share of revenue or otherbenefit arising therefrom and at their own risk and the applicants shall not haveany claim against our Company, the Vendors, the Manager, the Underwriter or thePlacement Agent; or

(bb) if no title documents have been issued to the applicants, within seven days fromthe date of lodgement of the supplementary or replacement prospectus, pay to theapplicants all monies paid by them for the Invitation Shares without interest or anyshare of revenue or other benefit arising therefrom and at their own risk and theapplicants shall not have any claim against our Company, the Vendors, the Manager,the Underwriter or the Placement Agent.

(c) where the Vendor Shares comprised in the Invitation Shares have been transferred to the applicantsbut trading has not commenced, our Company shall (as well as on behalf of the Vendors) either:-

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

(ii) subject to compliance with the Companies Act and our Bye-laws, treat the sale of the

Vendor Shares as void and if documents purporting to evidence title have been issued tothe applicants, our Company shall (as well as on behalf of the Vendors) within seven daysof the lodgement of the supplementary or replacement prospectus inform the applicantsto return such documents to our Company within 14 days from that date; and within sevendays from the date of receipt of those documents (if applicable) or the date of lodgement ofthe supplementary or replacement prospectus, whichever is later, return to the applicants,all monies the applicants have paid for the Vendor Shares, without the interest or share ofrevenue or benefit arising therefrom.

An applicant who wishes to exercise his option under paragraph (a)(i) or (ii) to withdraw his applicationshall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notifyus of this, whereupon we shall (as well as on behalf of the Vendors), within seven days from the receiptof such notification, pay to him all monies paid by him on account of his application for those Shareswithout interest or any share of revenue or other benefit arising therefrom and at their own risk and theapplicants shall not have any claim against our Company, the Vendors, the Manager, the Underwriter orthe Placement Agent.

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An applicant who wishes to exercise his option under paragraph (b)(i) or (ii) to return the Invitation Sharesissued and/or transferred to him shall, within 14 days from the date of lodgement of the supplementaryor replacement prospectus, notify us of this and return all documents, if any, purporting to be evidenceof title to those Invitation Shares, to us, whereupon we shall (as well as on behalf of the Vendors), withinseven days from the receipt of such notification and documents, if any, pay to him all monies paid by himfor those Invitation Shares without interest or any share of revenue or other benefit arising therefromand at their own risk and the applicants shall not have any claim against our Company, the Vendors,the Manager, the Underwriter or the Placement Agent, and the issue and/or transfer of those InvitationShares shall be deemed to be void.

Pursuant to Section 242 of the SFA, the Authority may issue a stop order if a prospectus that has beenregistered (i) contains any statement which, in the Authoritys opinion, is false or misleading; (ii) omitsany information that should have been included in it under Section 243 of the SFA; or (iii) does not in theAuthoritys opinion comply with the requirements of the SFA. In the event that the Authority issues a stoporder, and applications to subscribe for and/or purchase the Invitation Shares have been made prior tothe stop order, then:-

(a) where the Invitation Shares have not been issued and/or transferred to the applicants, the

applications for the Invitation Shares shall be deemed to have been withdrawn and cancelled andwe shall (as well as on behalf of the Vendors), within 14 days from the date of the stop order,pay to the applicants all monies the applicants have paid on account of their applications for theInvitation Shares without interest or any share of revenue or other benefit arising therefrom and attheir own risk and the applicants shall not have any claim against our Company, the Vendors, theManager, the Underwriter or the Placement Agent; or

(b) where the Invitation Shares have been issued and/or transferred to the applicants, the issue and/or transfer of the Invitation Shares shall be deemed to be void and we shall (as well as on behalf ofthe Vendors), (i) if no documents purporting to evidence title to those Invitation Shares have beenissued to the applicants, within seven days from the date of the stop order, pay to the applicantsall monies paid by them for those Invitation Shares without interest or any share of revenue orother benefit arising therefrom and at their own risk and the applicants shall not have any claimagainst our Company, the Vendors, the Manager, the Underwriter or the Placement Agent, or(ii) if documents purporting to evidence title to those Invitation Shares have been issued to theapplicants, within seven days from the date of the stop order, inform the applicants to return suchdocuments to us within 14 days from that date and within seven days from the date of receiptof such documents or the date of the stop order, whichever is the later, pay to the applicants allmonies paid by them for those Invitation Shares without interest or any share of revenue or otherbenefit arising therefrom and at their own risk and the applicants shall not have any claim againstour Company, the Vendors, the Manager, the Underwriter or the Placement Agent.

Copies of this Prospectus and the Application Forms and envelopes may be obtained on request, subjectto availability, during office hours from:-

COLLINS STEWART PTE. LIMITED77 Robinson Road

#21-02Singapore 068896

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

The Invitation will be open from 27 July 2010 to 3 August 2010.

The Application List will open at 10.00 am on 3 August 2010 and will remain open until 12.00noon on the same day or such further period or periods as our Directors and the Vendors may, inconsultation with the Manager, in their absolute discretion, decide, subject to any limitation under

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all applicable laws. Where a supplementary or replacement prospectus has been lodged with theAuthority, the Application List shall be kept open for at least 14 days after the lodgement of thesupplementary or replacement prospectus.

Details of the procedures for applications to subscribe for and/or purchase the Invitation Sharesare set out in Appendix E of this Prospectus.

INDICATIVE TIMETABLE FOR LISTING

An indicative timetable is set out below for your reference:-

Indicative Date and Time Event

3 August 2010, 12.00 noon Close of Application List

4 August 2010 Balloting of applications, if necessary (in the event of over-subscription for the Offer Shares)

5 August 2010, 9.00 am Commence trading on a ready basis

11 August 2010 Settlement date for all trades done on a ready basis

The above timetable is only indicative as it assumes that the date of closing of the Application List is 3August 2010, the date of admission of our Company to the Official List of the SGX-ST is 5 August 2010,the SGX-ST's shareholding spread requirement will be complied with and the Invitation Shares will beissued and fully paid-up prior to 5 August 2010. The actual date on which our Shares will commencetrading on a ready basis will be announced when it is confirmed by the SGX-ST.

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

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

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

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

(ii) through a paid advertisement in a local English newspaper.

We will provide details of the results of the Invitation through the channels described in (i) and (ii) aboveas soon as it is practicable after the closure of the Application List.

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The information contained in this summary is derived from and should be read in conjunction with thefull text of this Prospectus. Prospective investors should read the entire Prospectus carefully, especiallythe matters set out under the section Risk Factors of this Prospectus, before deciding to invest in ourShares.

Our Group

Our Company was incorporated in Singapore on 4 February 2008 under the Act as a private companylimited by shares under the name Consciencefood Holding Pte. Ltd.. On 3 May 2010, our Companychanged its name to Consciencefood Holding Limited in connection with its conversion to a publiccompany limited by shares. As at the date of incorporation, our Company had an issued and paid-upshare capital of S$1.00 held by Deluxe Ace Investments Limited. Pursuant to the Restructuring Exercise,our Company became the holding company of Olagafood.

Our Business

We are principally engaged in the business of manufacture and sale of instant noodles and snacknoodles.

Instant noodles are our flagship product, contributing approximately 94.4% of our total revenue in FY2009.In FY2009, approximately 96.6% of our revenue generated from sale of instant noodles was from thelocal market and the remaining 3.4% from the overseas markets. Our instant noodles are marketed underAlhami, Santremie, Maitri and Alimi brand names.

Snack noodles contributed approximately 5.6% of our total revenue for FY2009. Our snack noodles aremarketed under Hola Hole and Mikka brand names.

Our focus is the domestic market in Indonesia covering six provinces in Sumatra Island, namely NorthSumatra, Aceh, Riau, Jambi, West Sumatra and South Sumatra, and Java Island. Our major overseasmarkets are Malaysia, Papua New Guinea, South Africa, Hong Kong, Palestinian territories, Madagascarand Singapore.

Further details are set out under the section Our Business of this Prospectus.

Our Competitive Strengths

Our Directors believe that our key competitive strengths are as follow:-

z Strong brand recognition and loyalty in Indonesia;z Wide range of products customised to local Indonesian market;z Consistent quality and competitive pricing;z Well established distribution network;z Commitment to product development; andz Experienced management.

Further details are set out under the section Competitive Strengths of this Prospectus.

Our Business Strategies and Future Plans

Our business strategies and future plans are as follows:-

z Increase in market penetration;z Expansion of our range of products;z Diversification into new products;z Establishment of new production facility in Jakarta or its surrounding areas; andz Strategic acquisitions and investments.

Further details are set out under the section Business Strategies and Future Plans of this Prospectus.

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PROSPECTUS SUMMARY


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Our Financial Results and Position

The following tables represent a summary of the financial highlights of our Group and should be readin conjunction with the section Managements Discussion and Analysis of Results of Operationsand Financial Condition of this Prospectus, the Audited Combined Financial Statements ofConsciencefood Holding Limited and its Subsidiary for the Financial Years Ended 31 December

2007, 2008 and 2009 in Appendix A of this Prospectus.

Selected items from the Operating Results of our Group(1)

Audited

(Rpmillion) FY2007 FY2008 FY2009

Revenue 326,760 421,245 489,707

Gross profit 71,925 118,653 136,931

Profit before tax 44,970 81,953 118,185(2)

Profit after tax 30,943 56,178 84,713(2)

Attributable to:-

Owners of our Company 30,634 55,595 83,880

Minority interests 309 583 833

EPS(3) (Rp) 102 185 279

Adjusted EPS(4) (Rp) 77 140 212

Notes:-

(1) The combined operating results of our Group for the periods under review have been prepared on the basis that our Grouphas been in existence throughout the periods under review. Please refer to Audited Combined Financial Statements ofConsciencefood Holding Limited and its Subsidiary for the Financial Years Ended 31 December 2007, 2008 and 2009 set out in Appendix A of the Prospectus for the basis of preparation of the results.

(2) Had the Service Agreement been in place with effect from 1 January 2009, the profit before tax and profit after tax in FY2009would have been approximately Rp117,757 million and approximately Rp84,285 million respectively.

(3) For comparative purposes, EPS for the periods under review have been computed based on the net profit attributable toowners of our Company and the pre-Invitation share capital of 300,247,933Shares.

(4) For comparative purposes, Adjusted EPS for the periods under review have been computed based on the net profitattributable to owners of our Company and the post-Invitation share capital of 396,247,933 Shares.

Selected items from the Combined Financial Position of our Group(1)

(Rpmillion)

AuditedAs at 31 December

2009

ASSETS

Non-current assets 23,801

Current assets 277,073

Total assets 300,874

LIABILITIES AND EQUITY

Current liabilities 87,303

Non-current liabilities 12,759

Shareholders equity 198,797

Minority interests 2,015

Total liabilities and equity 300,874

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PROSPECTUS SUMMARY


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(Rpmillion)

AuditedAs at 31 December

2009

Adjusted NTA(2) 217,102

Adjusted NTA per Share(3)(Rp) 723

NTA per Share(3)(Rp) 662

Notes:-

(1) The combined financial position of our Group as at 31 December 2009 has been prepared on the basis that our Group was inexistence on this date. Please refer to Audited Combined Financial Statements of Consciencefood Holding Limited andits Subsidiary for the Financial Years Ended 31 December 2007, 2008 and 2009 set out in Appendix A of the Prospectusfor the basis of preparation of the financial position.

(2) Adjusted NTA is based on the audited combined financial position of our Group as at 31 December 2009, adjusted for (i) theissuance of 70,247,933 Shares (subsequent to the Sub-division) pursuant to the conversion of a loan due to Mr Law of S$8.5million (equivalent to Rp56,939 million); and (ii) distribution of dividends by Olagafood to its then existing shareholders (beingMr Law, Mrs Law and Yek Mei) amounting to Rp39,024 million (equivalent to S$5.83 million) less Rp390 million (equivalent toS$0.058 million, being the dividend attributable to minority interests), subsequent to 31 December 2009.

(3) Adjusted NTA per Share and NTA per share as at 31 December 2009 have been computed based on our pre-Invitation share

capital of 300,247,933Shares.

Our Contact Details

Our registered office is located at 1 Robinson Road #17-00, AIA Tower, Singapore 048542 and ourprincipal place of business is located at Jalan Sutomo, No. 92, Medan 20213, Indonesia. Our telephonenumber is +62 (61) 7940678 and our facsimile number is +62 (61) 7942000.

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PROSPECTUS SUMMARY


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Issue Size : 103,996,000 Invitation Shares comprising 96,000,000 NewShares and 7,996,000 Vendor Shares. The Invitation Shareswill, upon the allotment and issue, rank pari passu in allrespects with our existing issued Shares.

Issue Price : $0.22 for each Invitation Share.

Offer : The Offer comprises an offering by our Company and theVendors of 2,000,000 Offer Shares to the public in Singaporefor subscription and/or purchase at the Issue Price, subjectto and on the terms and conditions of this Prospectus.

Placement : The Placement comprises an offering by the PlacementAgent on behalf of our Company and the Vendors of101,996,000 Placement Shares at the Issue Price by way ofplacement, subject to and on the terms and conditions of thisProspectus.

Purpose of the Invitation : Our Directors consider that the listing of our Company andthe quotation of our Shares on the SGX-ST will enhanceour public image locally and internationally and enable ourCompany to tap the capital markets to fund our businessgrowth. It will also provide members of the public, ouremployees, our business associates and others who havecontributed to the success of our Group with an opportunityto participate in the equity of our Company.

Listing Status : Our Shares will be quoted in Singapore dollars on theSGX-ST, subject to admission of our Company to theOfficial List of the SGX-ST, permission for dealing in, and forquotation of, our Shares being granted by the SGX-ST and

the Authority not issuing a stop order.

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THE INVITATION


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NET PROCEEDS FROM THE ISSUE OF THE NEW SHARES

The net proceeds to be raised by our Company from the issue of the New Shares (after deducting theestimated issue expenses of $2.3 million which will be borne by our Company) are estimated to be $18.8million.

Each principal intended use of the Invitation proceeds and major expenses is set out below:-

S$000

Estimated amountfor each dollarraised from the

Invitation(cents)

Use of proceeds

(a) Promotional activities to increase market penetration 2,500 11.8

(b) Purchase of new machinery and equipment for existing productionfacilities in Medan for the production of cup noodles

1,000 4.7

(c) (i) Establishment of a new production line; and

(ii) Construction of factory and warehousing facilities,

at existing premises in Medan for the production of health drinks

2,500

1,000

11.8

4.7

(d) Establishment of manufacturing plant in Jakarta or its surroundingareas for the production of instant noodles and beverages

8,000 37.9

(e) General working capital 3,820 18.1

Net proceeds 18,820 89.0

Expenses

(a) Listing fees 54 0.3

(b) Professional fees 1,238 5.9

(c) Underwriting commission, placement commission and brokerage(1) 581 2.8

(d) Miscellaneous expenses 427 2.0

Gross proceeds from the Invitation 21,120 100.0

Note:-

(1) The aggregate underwriting and placement commissions and brokerages agreed between our Company, the Vendors, theUnderwriter and the Placement Agent is 2.75% of the Issue Price. Please refer to the section Management, Underwritingand Placement Arrangements of this Prospectus for more details.

Additional information on our future plans may be found under the section Business Strategies andFuture Plans of this Prospectus. Our future plans may be funded, apart from the Invitation proceeds,either through internally generated funds and/or external borrowings.

Pending the specific deployment of the net proceeds as aforesaid, the funds will be placed in short-

term deposits with financial institutions, used as working capital or invested in short-term money marketinstruments as our Directors may, in their absolute discretion, deem fit.

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USE OF PROCEEDS FROM THE INVITATION AND EXPENSES INCURRED


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Our Company will make periodic announcements as and when the net proceeds from the issue of theNew Shares are materially disbursed and will provide a status report on the use of the net proceeds inour annual report.

In the event that any part of our proposed use of the net proceeds from the issue of New Shares does notmaterialise or proceed as planned, our Directors will carefully evaluate the situation and may reallocate

the intended funding to other purposes and/or hold such funds on short-term deposits for so long asour Directors deem it to be in the interest of our Company and our Shareholders, taken as a whole. Anychange in the use of the net proceeds will be subject to the listing rules of the SGX-ST and appropriateannouncements will be made by our Company on SGXNET.

NET PROCEEDS FROM THE SALE OF THE VENDOR SHARES

The net proceeds attributable to the Vendors from the sale of the Vendor Shares after deducting theVendors share of the estimated expenses in relation to the Invitation of approximately S$0.2 million, areestimated to be approximately S$1.6 million.

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USE OF PROCEEDS FROM THE INVITATION AND EXPENSES INCURRED


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Pursuant to the Management and Underwriting Agreement entered into between our Company, theVendors, the Manager and the Underwriter, our Company and the Vendors have jointly appointed theManager to manage the Invitation, and the Underwriter to underwrite the Offer Shares. The Manager willreceive a management fee from our Company for its services rendered in connection with the Invitation.

Pursuant to the Management and Underwriting Agreement, the Underwriter agreed to underwrite the

Offer Shares for a commission of 2.75% of the Issue Price for each Offer Share, by subscribing foror purchasing or procuring subscribers for or purchasers of any Offer Shares not subscribed for orpurchased pursuant to the Invitation and will pay or procure payment of the Issue Price to our Companyor the Vendors, as the case may be, f

Documents

Consciencefood Holding Limited Dd 27 July 2010 (IPO Prospectus)