ELECTROTECH INVESTMENTS LIMITED - listed companyfrenckengroup.listedcompany.com/misc/IPO_Prospectus.pdfElectroTech is broadly classified into two business Divisions: - • Mechatronics

Manager, Underwriter and Placement Agent

Principal Sub-Placement Agent

BUSINESS OVERVIEW

ElectroTech is broadly classified into two business Divisions: -• Mechatronics Division; and• Electronics Manufacturing Services (“EMS”) Division

We provide comprehensive outsourcing services to our Mechatronics and EMS customers, including product design and engineering, projectmanagement and logistics support. Our design, engineering and manufacturing capabilities enable us to establish and maintain stable long-termpartnerships with our customers.

• Our Mechatronics Division- Specialises in the design and manufacture of complex electro-mechanical assemblies and precision-engineered systems commissioned

by our clients for their original equipment- Manufacturing facilities in The Netherlands, Czech Republic and Malaysia- Ability to “value engineer” by integrating our electrical, mechanical and software engineering expertise to redesign or reengineer existing

products to reduce production costs and improve the products’ efficiency- Some of our customers are leading players in their respective sectors, which demonstrates our strong engineering capabilities in Mechatronics- The sole manufacturer of various modules and complete machines for some of our customers

Our Mechatronics Division derives its revenue from industry segments such as semiconductor, medical and analytical.Some of our products include the following: -

“An International Groupof Engineering and Manufacturing Companies

providing Contract Design andManufacturing Services”

ElectroTech Investments Limitedcompany reg. no.: 199905084DPrincipal place of business:Plot 410, Lorong Perusahaan 8BPrai Industrial Estate13600 Prai,Penang, MalaysiaTelephone: (604) 388 3078 Facsimile: (604) 399 7877Corporate websites: www.electrotechgroup.com

www.frencken.nlwww.precicogroup.com(Information contained on our websites does not constitute part of this Prospectus)

ELECTROTECH INVESTMENTS LIMITED(Incorporated in the Republic of Singapore on 27 August 1999)

Registration No: 199905084D

• Our EMS Division- Provides one-stop integrated solutions, including product design and development, engineering, prototyping, tooling design and manufacture,

plastics and metal components manufacture, procurement and logistics management, and final test and assembly of complete modulesor products

- Operates mainly from Penang, Malaysia with a subsidiary in Cambridge, UK, a branch office in Tokyo, Japan and various marketingrepresentatives in Japan and Europe

- Our in-house capabilities include plastic injection moulding tools, parts and components, IMD moulded parts, various surface finishes suchas paint/UV coating, printing and laser etching, precision turning parts and components, PCBAs, mixed technology assemblies as well asthe test and assembly of complete box built products

- With our integrated business model, we are able to manufacture plastic components, metal components and PCBAs, which are thenintegrated into finished products

Our EMS Division derives its revenue from industry segments such as telecommunications and office automation.Some of our products include the following: -

High capacity paper feeders Mobile phone keypads VOIP phones

Cardiovascular X-ray machine X-ray spectrometer

THIS PROSPECTUS DATED 27 APRIL 2005 HAS BEEN REGISTERED WITHTHE MONETARY AUTHORITY OF SINGAPORE ON 27 APRIL 2005

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

Application has been made to the Singapore Exchange Securities Trading Limited (“SGX-ST”) for permission to deal in, and for quotation of, all theordinary shares of S$0.20 each (the “Shares”) in the capital of ElectroTech Investments Limited (the “Company”) already issued and the new Shares(the “New Shares”) which are the subject of this Invitation. Such permission will be granted when our Company has been admitted to the Official List ofthe SGX-ST. Acceptance of applications of the Invitation Shares (as defined herein) will be conditional upon the SGX-ST granting permission to deal inand for quotation for all of the existing issued Shares and the New Shares. Monies paid in respect of any application accepted will, in the event suchpermission is not granted, be returned to you at your own risk without any share of revenue or other benefit arising therefrom, and you will not have anyclaims against the Company, the Manager, the Underwriter and the Placement Agent (as defined herein). Quotations of and dealing in our Shareswill be in Singapore dollars.

The SGX-ST assumes no responsibility for the correctness of any of the statements made or reports contained in this Prospectus. Admission to theOfficial List of the SGX-ST is not to be taken as an indication of the merits of the Invitation, the Company, its Subsidiaries, the existing issued Shares orthe New Shares.

A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the “Authority”) on 31 March 2005 and 27 April2005 respectively. The Authority assumes no responsibility for the contents of the Prospectus. Registration of this Prospectus with the Authority doesnot imply that the Securities and Futures Act (Cap. 289) of Singapore, 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 New Shares being offered or in respect of which an invitation is made,for investment.

Our Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and, subject tocertain exceptions, may not be offered or sold in the United States (“U.S.”) or to, or for the account or benefit of U.S. persons (as defined in RegulationS under the Securities Act (“Regulation S”)). Our Shares are being offered and sold outside the U.S. to non-U.S. persons in reliance on Regulation S.Please see the section on “Selling Restrictions” in this Prospectus.

Investing in our Shares involves risks which are described in the section “Risk Factors” beginning on page 36 of this Prospectus.

Invitation in respect of 61,000,000 New Shares of S$0.20 each comprising:-

(a) 6,100,000 Offer Shares at S$0.50 each by way of public offer; and(b) 54,900,000 Placement Shares at S$0.50 each by way of placement, comprising:-

(i) 54,400,000 Placement Shares at S$0.50 for each Placement Share for application by way of placement shares application forms; and(ii) 500,000 Internet Placement Shares at S$0.50 for each Internet Placement Share for applications made through the Internet website of

DBS Vickers Securities Online (Singapore) Pte Ltd,

payable in full on application

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COMPETITIVE STRENGTHS

• Synergies between our Mechatronics and EMS DivisionsWe support and cross sell our services in Mechatronics and EMS to customers in Asia and Europe. We share market information, client base,technologies and business strategies, which enables us to effectively serve a diverse customer base in various industry sectors and countries.

• Our ability to establish strategic partnerships with our customersWe are able to establish strategic partnerships with our customers due to our ability to design, manufacture and test complex, high precisionelectro-mechanical modules that are often used in sensitive environments with tight production tolerances. These partnerships enhance ourengineering and technical capabilities, which we can leverage on for future projects.

• Our prestigious customer baseThe reputation of our customer base, which include major technology companies and multinationals that are market leaders in their respectivesectors, as well as strong project references put us in a better position to secure new and more demanding projects from these existingcustomers and new customers.

• Sole manufacturer for the products developed by our Mechatronics DivisionDue to the complex nature, high development costs and time involved for our Mechatronics Division’s products, our customers usually sourcethese products solely from us over such products’ life cycles, which is typically between six to 10 years. Our status as a sole manufacturerstrengthens the strategic partnerships with our customers, and lock out potential competitors.

• Our ability to integrate different types of key componentsOur EMS Division is able to respond to market demands by manufacturing plastic and metal components and assembling them together withelectronic components in any proportion into finished products. This integrated capability increases our value-added contributions to ourcustomers through co-engineering, co-design, tooling, product assembly and testing services.

PROSPECTS

We believe the following factors will provide us with growth opportunities :

• Growing trend for our Mechatronics and EMS Division customers and other OEM customers to outsource their manufacturing requirements, including associated value-added services such as design, engineering and logistics

• The semiconductor industry will increasingly move towards fabrication of bigger 300mm wafers, which we believe is likely to increase demandfor our customers’ products in the semiconductor segment

• Increasing demand for better analytical and microscopic equipment from our customers in the analytical segment

• Increasing demand for better healthcare services will lead to an increasing demand for medical equipment from our customers

• Growing demand for mobile handsets, which would result in a corresponding demand for handset components such as keypads

FUTURE PLANS

• Leverage on outsourcing trends for Mechatronics and EMSWe believe we are well positioned to benefit from increasing outsourcing trends by OEMs and multi-national companies and will attract morecomplex and higher margin business as well as establish more stable long-term client relationships.

• Develop our Mechatronics capability in Asia and upgrading our manufacturing facilities in The Netherlands and MalaysiaWe believe that we are well placed to leverage on the support and expertise of our Mechatronics Division in Europe. We have already establishedFrencken Malaysia as the vehicle to tap our customers who have interests in Asia and at the same time expand our customer base in Asia.

We will upgrade the production facilities at our Mechatronics Division in The Netherlands to raise productivity and levels of precision. We willalso expand and upgrade the manufacturing facilities of our EMS Division to cater for any future increase in demand for our mobile phone keypads, injection moulding parts and components as well as box built products.

• Expand our plastics business into Eastern EuropeWe plan to expand our operations into Eastern Europe as we believe that there will be an increasing demand for our products and servicesin Eastern Europe.

• Broaden our customer base and diversify market segmentsWe aim to achieve stable and sustainable growth with a better spread of industry sectors to reduce our dependence on any particular industrysector or customer. Our Mechatronics Division aims to diversify the client base and industry sector we serve while our EMS Division aims to be a supplier to higher end, higher value, small and medium volume customers in niche and specialised products.

• Focus our EMS production capacity towards turn-key projectsWe aim to target a wider range of strategic customers requiring a strategic partner in manufacturing services for medium volumes and withaverage product life cycles of three years or more.

• Enhance the confidence of our customers in our manufacturing capabilitiesWe will enhance our capabilities to offer our customers a high level of system engineering for the development of new products, re-engineeringof existing products, strategic purchasing and logistics control and supply chain management.

• Growth through strategic acquisitionsWe intend to enhance our capabilities to expand our technology range, customer base and manufacturing capacity through strategic acquisitions,which have synergistic long-term benefits to ElectroTech and its subsidiaries.

FINANCIAL HIGHLIGHTS

101.4

118.0

86.6

191.4

FY2002 FY2003 1H04 FY2004E*0

20

40

60

80

100

120

140

160

180

200

0.4 1.1

8.3

20.7

FY2002 FY2003 1H04 FY2004E*0

5

10

15

20

25

* Estimates

Revenue (S$m) Net Profit (S$m)

69.0%

67.0%

31.0%

33.0%

ASIA31.8%

EUROPE68.2%

Revenue Breakdown by Business Activities Revenue Breakdown by Geographical Regions

1H2004

FY2004E

• Mechatronics• EMS

CONTENTS

Page

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

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

GLOSSARY OF TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

DETAILS OF THE INVITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

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

THE INVITATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

USE OF PROCEEDS AND ISSUE EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

SELLING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . 28

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ISSUE STATISTICS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

RISKS RELATING TO OUR INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

RISKS RELATING TO OUR GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

RISKS RELATING TO MALAYSIA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

RISKS RELATING TO THE NETHERLANDS AND EUROPE . . . . . . . . . . . . . . . . . . . . . . . 43

RISKS RELATING TO OWNERSHIP OF OUR SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . 44

EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

DILUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

CHANGE IN FINANCIAL YEAR END . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SELECTED CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 52

CONSOLIDATED RESULTS OF OPERATIONS OF OUR GROUP. . . . . . . . . . . . . . . . . . . 53

RECONCILIATION OF OUR CONSOLIDATED RESULTS OF OPERATIONS AS SET OUTIN THIS PROSPECTUS TO OUR AUDITED CONSOLIDATED FINANCIALSTATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

CONSOLIDATED FINANCIAL POSITIONS OF OUR GROUP . . . . . . . . . . . . . . . . . . . . . . 55

RECONCILIATION OF OUR CONSOLIDATED FINANCIAL POSITIONS AS SET OUT INTHIS PROSPECTUS TO OUR AUDITED CONSOLIDATED FINANCIAL STATEMENTS . 56

SEGMENTAL REVENUE AND OPERATING RESULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

BY ACTIVITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

1

BY GEOGRAPHICAL SEGMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

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

REVENUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

REVIEW OF OPERATING RESULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

REVIEW OF FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

PROFIT ESTIMATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

CREDIT CONTROL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

CREDIT TERMS GRANTED BY SUPPLIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

INVENTORY MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

CAPITAL EXPENDITURE, DIVESTMENT OR COMMITMENT . . . . . . . . . . . . . . . . . . . . . . . 82

LIQUIDITY AND CAPITAL RESOURCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

SOURCES OF LIQUIDITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87

FOREIGN EXCHANGE EXPOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88

CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

OUR HISTORY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92

HISTORY OF OUR HOLDING COMPANIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92

HISTORY OF OUR MECHATRONICS DIVISION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

HISTORY OF OUR EMS DIVISION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

GROUP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

OUR SUBSIDIARIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

OUR BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

BUSINESS OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

OUR MECHATRONICS DIVISION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

PRODUCT DEVELOPMENT PHILOSOPHY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101

OUR EMS DIVISION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103

ONE-STOP INTEGRATED SOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105

QUALITY ASSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106

TECHNOLOGY AND TECHNICAL DEVELOPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107

PROJECT MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108

PRODUCT DESIGN AND DEVELOPMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108

MARKETING AND DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108

STAFF TRAINING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109

INTELLECTUAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109

PRODUCTION FACILITIES AND CAPACITY UTILISATION . . . . . . . . . . . . . . . . . . . . . . . . 109

2

INSURANCE, PUBLIC LIABILITY AND PRODUCT WARRANTY . . . . . . . . . . . . . . . . . . . . 112

GOVERNMENT REGULATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112

MANUFACTURING LICENCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112

APPROVALS FROM FIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

ENVIRONMENTAL PROTECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117

OUR MAJOR CUSTOMERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118

OUR MAJOR SUPPLIERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119

COMPETITION AND COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120

COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120

COMPETITIVE STRENGTHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121

PROSPECTS AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122

PROSPECTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122

TRENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123

ORDER BOOK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123

OUR BUSINESS STRATEGY AND FUTURE PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123

PROPERTY, PLANT AND EQUIPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126

DIRECTORS, MANAGEMENT AND STAFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129

MANAGEMENT REPORTING STRUCTURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129

DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130

EXECUTIVE COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135

SENIOR MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135

SERVICE AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140

STAFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141

DIRECTORS’ AND EXECUTIVE OFFICERS’ REMUNERATION BANDS . . . . . . . . . . . . . . 143

CORPORATE GOVERNANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147

OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147

AUDIT COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148

REMUNERATION COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149

NOMINATING COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149

INTERESTED PERSON TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150

POTENTIAL CONFLICTS OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152

GENERAL INFORMATION ON OUR COMPANY AND OUR GROUP . . . . . . . . . . . . . . . . . . 153

OWNERSHIP STRUCTURE AND PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . 155

MORATORIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159

RESTRUCTURING EXERCISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169

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MANAGEMENT, UNDERWRITING AND PLACEMENT ARRANGEMENTS. . . . . . . . . . . . . . 170

GENERAL AND STATUTORY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172

APPENDIX A — AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THEFINANCIAL YEAR ENDED 28 FEBRUARY 2002 . . . . . . . . . . . . . . . . . A-1

APPENDIX B — AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THEFINANCIAL PERIOD ENDED 31 DECEMBER 2002 . . . . . . . . . . . . . . . B-1

APPENDIX C — AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THEFINANCIAL YEAR ENDED 31 DECEMBER 2003. . . . . . . . . . . . . . . . . C-1

APPENDIX D — AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIXMONTHS ENDED 30 JUNE 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1

APPENDIX E — LETTER FROM THE REPORTING AUDITORS IN RELATION TO THEPROFIT ESTIMATE FOR THE FINANCIAL YEAR ENDED 31DECEMBER 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

APPENDIX F — TERMS AND CONDITIONS AND PROCEDURES FOR APPLICATIONAND ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

APPENDIX G — DESCRIPTION OF SINGAPORE COMPANY LAW RELATING TOSHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1

APPENDIX H — SINGAPORE TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . H-1

APPENDIX I — EXCHANGE CONTROLS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1

4

CORPORATE INFORMATION

Board of Directors : Dato’ Low Hock Peng (Non-Executive Chairman)Gooi Soon Hock (Executive Director)Sebastiaan Johannes van Sprang (Executive Director)Professor Low Teck Seng (Independent Director)Chia Chor Leong (Independent Director)Jen Shek Voon (Independent Director)

Joint Company Secretaries : Tan Ping Ping, ACISLim Mee Fun, ACIS

Registered Office : 8 Cross Street#11-00 PWC BuildingSingapore 048424Telephone: (65) 6236 3333Facsimile: (65) 6236 4399

Principal Place of Business : Plot 410, Lorong Perusahaan 8BPrai Industrial Estate13600 PraiPenangMalaysiaTelephone: (604) 388 3078Facsimile: (604) 399 7877

Manager, Underwriter, PlacementAgent and Receiving Bank

: DBS Bank Ltd6 Shenton WayDBS Building Tower OneSingapore 068809

Reporting Auditors and Auditorsfor Financial Year ended31 December 2003 and SixMonths ended 30 June 2004,and in relation to the profitestimate for Financial Yearended 31 December 2004

: PricewaterhouseCoopersCertified Public Accountants8 Cross Street#17-00 PWC BuildingSingapore 048424Partner–in–charge: Tham Tuck Seng

Auditors for Financial Yearended 28 February 2002 andFinancial Period ended31 December 2002

: Ernst & YoungCertified Public Accountants10 Collyer Quay#21-01 Ocean BuildingSingapore 049315Partner–in–charge: Yen Heng Fook

Share Registrar and ShareTransfer Office

: Barbinder & Co Pte Ltd8 Cross Street#11-00 PWC BuildingSingapore 048424

Solicitors to the Invitation andour Company on SingaporeLaw

: Shook Lin & Bok1 Robinson Road#18-00 AIA TowerSingapore 048542

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Solicitors to the Company as tothe laws of Malaysia

: Ghazi & Lim19th Floor, Plaza MWENo. 8, Lebuh Farquhar10200 PenangMalaysia

Solicitors to the Company as tothe laws of The Netherlands

: Bogaerts en Groenen, AdvocatenParkweg 12Postbus 1275280 AC BoxtelThe Netherlands

Solicitors to the Manager, theUnderwriter and the PlacementAgent

: Colin Ng & Partners50 Raffles Place#29-00 Singapore Land TowerSingapore 048623

Principal Bankers : ABN Amro Bank N.V.Vestdijk 185611 CC EindhovenThe Netherlands

Bumiputra-Commerce Bank Berhad1271 Jalan BaruTaman Emas13600 PraiMalaysia

Corporate Websites : www.electrotechgroup.comwww.frencken.nlwww.precicogroup.com

(Information contained on our websites does notconstitute part of this Prospectus)

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DEFINITIONS

For the purpose of this Prospectus and the accompanying Application Forms, and in relation to theElectronic Applications, the instructions appearing on the screens of ATMs of Participating Banks, therelevant pages of the Internet Banking websites of the relevant Participating Banks, or the relevantpages of the Internet website of DBS Vickers Securities Online (Singapore) Pte Ltd, the followingdefinitions apply, where the context so admits:–

Companies within the Group

“ElectroTech” or “OurCompany”

: ElectroTech Investments Limited (formerly known asElectroTech Holdings Limited), a company incorporated inSingapore

“ElectroTech (Bermuda)Limited”

: a company incorporated in Bermuda under registrationnumber EC/20460 (formerly known as ElectroTechInvestments Limited)

“ElectroTech EU” : ElectroTech EU Limited (formerly known as TelecamElectronics Limited), a company incorporated in England

“Frencken Brno” : Frencken Brno s.r.o., a company incorporated in the CzechRepublic

“Frencken Eindhoven” : Frencken Eindhoven B.V., a company incorporated in TheNetherlands

“Frencken Group” : Frencken Group B.V. and its Subsidiaries

“Frencken Group B.V.” : a company incorporated in The Netherlands

“Frencken Investments B.V.” : a company incorporated in The Netherlands

“Frencken Investments s.r.o.” : a company incorporated in the Czech Republic

“Frencken Logistics &Assembly B.V.”

: Frencken Logistics & Assembly B.V. (formerly known asGereedschapsmakerij Fremach B.V.), a companyincorporated in The Netherlands

“Frencken Malaysia” : Frencken Malaysia Sdn. Bhd. (formerly known as PrecicoComponents Sdn. Bhd.), a company incorporated in Malaysia

“Frencken Mechatronics” : Frencken Mechatronics B.V., a company incorporated in TheNetherlands

“Frencken Technical ProjectsAssembly B.V.”

: a company incorporated in The Netherlands

“Group” : The Company and its Subsidiaries, including the PrecicoGroup and the Frencken Group

“Machinefabriek” : Machinefabriek Gebrs. Frencken B.V., a companyincorporated in The Netherlands

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“Merit Process” : Merit Process Sdn. Bhd., a company incorporated in Malaysia

“Optiwa” : Optiwa B.V., a company incorporated in The Netherlands

“Permatech” : Permatech B.V., a company incorporated in The Netherlands

“Precico D & E” : Precico D & E Sdn. Bhd. (formerly known as PicopakElectronics (M) Sdn. Bhd.), a company incorporated inMalaysia

“Picopak Holdings” : Picopak Holdings (M) Sdn. Bhd., a company incorporated inMalaysia

“Precico” : Precico Sdn. Bhd., a company incorporated in Malaysia

“Precico Electronics” : Precico Electronics Sdn. Bhd. (formerly known as EastradeElectronics (M) Sdn. Bhd.), a company incorporated inMalaysia

“Precico Group” : Precico Group Sdn. Bhd. and its Subsidiaries

“Precico Group Sdn. Bhd.” : Precico Group Sdn. Bhd. (formerly known as Paragon VisionSdn. Bhd.), a company incorporated in Malaysia

“Precico M&D” : Precico M&D Sdn. Bhd., a company incorporated in Malaysia

“Precico Singapore” : Precico Singapore Pte. Ltd. (formerly known as TaskTechnology Pte. Ltd.), a company incorporated in Singapore

General

“ASX” : Australian Stock Exchange Limited

“Act” or “Companies Act” : The Companies Act (Chapter 50) of Singapore, as amendedfrom time to time

“Annual Report” : Each of our annual reports published for FY Feb 2002, FP Dec2002 and FY Dec 2003

“Application Forms” : The official printed application forms to be used for thepurpose of the Invitation and which form part of thisProspectus

“Application List” : List of applications for subscription of the New Shares

“Articles” : Articles of Association of our Company

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‘‘Associate” : (a) in relation to a corporation, means:–

(i) a director or controlling shareholder;

(ii) a subsidiary or Associated Company; or

(iii) a subsidiary or Associated Company of thecontrolling shareholder,

of the corporation;

(b) in relation to any director, chief executive officer,substantial shareholder or controlling shareholder of acorporation who is an individual, means:–

(i) his immediate family;

(ii) a trustee, acting in his capacity as such trustees, ofany trust of which the individual or his immediatefamily is a beneficiary or, in the case of adiscretionary trust, is a discretionary object; and

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

(c) in relation to a substantial shareholder, or controllingshareholder, which is a corporation, means,notwithstanding paragraph (a), any corporation which isits related corporation or Associated Company.

“Associated Company” : In relation to a corporation, means:–

(a) any corporation in which the corporation or its subsidiaryhas, or the corporation and its subsidiary together have,a direct interest of not less than 20% but not more than50% of the aggregate nominal amount of all the votingshares; or

(b) any corporation, other than a subsidiary of thecorporation or a corporation which is an AssociatedCompany by virtue of paragraph (a), the policies of whichthe corporation or its subsidiary, or the corporationtogether with its subsidiary, is able to control or influencematerially.

“ATM” : Automated teller machine of a Participating Bank

“Audit Committee” : Our audit committee

“Authority” : The Monetary Authority of Singapore

“Board” or “Board ofDirectors”

: Our board of Directors

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“Bumiputra” : A person who is:–

(a) for Peninsular Malaysia, Malay individual or aborigine asdefined in Article 160(2) of the Federal Constitution ofMalaysia;

(b) for Sarawak, individual as defined in Article 161A(6)(a) ofthe Federal Constitution of Malaysia; or

(c) for Sabah, individual as defined in Article 161A(6)(b) ofthe Federal Constitution of Malaysia.

“CDP” : The Central Depository (Pte) Limited

“Commencement Date” : The date of commencement of dealing of our Shares on theSGX-ST

“Controlling Shareholder” : A person who:–

(a) holds directly or indirectly 15% or more of the nominalamount of all voting shares in a company. SGX-ST maydetermine that a person who satisfies this definition is nota controlling shareholder; or

(b) in fact exercises control over a company

“CPF” : Central Provident Fund

“DBS Bank”, “Manager”,“Placement Agent”,“Underwriter” or “ReceivingBank”

: DBS Bank Ltd

“Dato’ Larry Low Hock Peng”or “Dato’ Larry Low”

: Dato’ Low Hock Peng

“DBS Vickers Online” : DBS Vickers Securities Online (Singapore) Pte Ltd

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

“ECA” : Malaysian Exchange Control Act 1953

“EPU” : Economic Planning Unit

“Electronic Applications” : Applications for the Offer Shares made through an ATM of oneof the Participating Banks or through the IB web-sites of one ofthe relevant Participating Banks or applications for the InternetPlacement Shares made through the web-site of DBS VickersOnline subject to and on the terms and conditions of thisProspectus

“EPS” : Earnings per Share

“EURIBOR” : Euro Interbank Offer Rate

“Europe” : The European Union

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“Executive Officers” : Our executive officers as at the date of this Prospectus, unlessotherwise stated

“FDI” : Foreign Direct Investment

“FIC” : Foreign Investment Committee

“FIFO” : First-in, first-out

“FY Feb 2002”, “FP Dec2002”, “FY Dec 2003” and“FY Dec 2004”

: The financial year commencing on 1 March 2001 and ended28 February 2002, the financial period for the 10 monthscommencing 1 March 2002 and ended 31 December 2002, thefinancial year commencing 1 January 2003 and ended 31December 2003, the financial year commencing 1 January2004 and ended 31 December 2004, respectively

“Group” : Our Company and our Subsidiaries

“GST” : Goods and services tax

“HY June 2003” : The six month financial period ended 30 June 2003

“HY June 2004” : The six month financial period ended 30 June 2004

“IB” : Internet banking

“ICA” : Industrial Co-ordination Act of Malaysia 1975

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

“Internet Placement Shares” : The 500,000 Placement Shares which are reserved forapplications through the Internet web-site of DBS VickersOnline, subject to and on the terms and conditions of thisProspectus

“Invitation” : Our invitation by our Company to the public to subscribe forthe Invitation Shares, subject to and on the terms andconditions of this Prospectus

“Invitation Shares” : The 61,000,000 Shares which are the subject of the Invitationcomprising the New Shares

“Issue Price” : S$0.50 for each Invitation Share

“Latest Practicable Date” : 18 March 2005, being the latest practicable date before thelodgement of this Prospectus with the Authority

“Listing Manual” : SGX-ST Listing Manual as amended or modified from time totime

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

“MITI” : Ministry of International Trade and Industry, Malaysia

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“N/A” or “n/a” : Not applicable

“N/M” or “n/m” : Not meaningful

“NAV” : Net asset value

“NTA” : Net tangible assets

“New Shares” : The 61,000,000 new Shares for which our Company invitesapplications to subscribe pursuant to the Invitation subject toand on the terms and conditions of this Prospectus

“Offer” : The offer by our Company to the public for subscription of theOffer Shares at the Issue Price, subject to and on the termsand conditions of this Prospectus

“Offer Shares” : The 6,100,000 Invitation Shares which are the subject of theOffer

“Participating Banks” : DBS Bank (including POSB); Oversea-Chinese BankingCorporation Limited (“OCBC”); and the United Overseas BankLimited and its subsidiary, Far Eastern Bank Limited (the “UOBGroup”)

“PBTMI” : Profit before income tax and minority interests

“PER” : Price earnings ratio

“period under review” : The period which comprises FY Feb 2002, FP Dec 2002, FYDec 2003 and HY June 2004

“Placement” : The placement by the Placement Agent on behalf of ourCompany of the Placement Shares for subscription at theIssue Price, subject to and on the terms and conditions of thisProspectus

“Placement Shares” : The 54,900,000 Invitation Shares (including the InternetPlacement Shares), which are the subject of the Placement

“Prospectus” : This prospectus dated 27 April 2005

“PYA” : Prior year adjustments

“QC” : Quality control

“SARS” : Severe Acute Respiratory Syndrome

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

“SGX-ST” : Singapore Exchange Securities Trading Limited

“Securities Act” : United States Securities Act of 1933, as amended

“Securities Account” : Securities account maintained by a depositor with CDP

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“Service Agreements” : Service agreements entered into by our Company with ourExecutive Directors as described in the section “Directors,Management and Staff — Service Agreement” in thisProspectus

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

“SFR” : The Securities and Futures (Offer of Investments) (Shares andDebentures) Regulations 2002, as amended from time to time

“Shareholders” : Persons holding Shares in the capital of our Company

“Shares” : Ordinary shares of S$0.20 each in the capital of our Company

“Subsidiary” or “Subsidiaries” : Our subsidiary or subsidiaries, as the case may be

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

“The Netherlands” : The Kingdom of the Netherlands

“UK” : The United Kingdom of Great Britain and Northern Ireland

“USA”, “U.S.” or “US” : The United States of America

“VAT” : Value Added Tax

Currencies, Units and Others

“Euro” or “C” : Euro dollars

“RM” or “Ringgit” : Malaysian Ringgit

“S$” and “cents” : Singapore dollars and cents respectively, unless otherwisestated

“GBP” : Great Britain Pound

“US$” : United States Dollars

“Yen” : Japanese Yen

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

“sq m” : Square metres

The expressions “our”, “ourselves”, “us”, “we” or other grammatical variations thereof shall, unlessotherwise stated, mean our Company, our Subsidiaries or our Group, as the context requires.

The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribedto them, respectively, in the Companies Act.

13

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

Any reference in this Prospectus, the Application Forms and Electronic Applications to any enactmentis a reference to that enactment as for the time being amended or re-enacted. Any word defined in theSFA, the Companies Act, or any other statutory modifications thereof and used in this Prospectus, theApplication Forms and Electronic Applications, where applicable, shall have the meaning assigned toit under the SFA, the Companies Act or any statutory modification thereof, as the case may be.

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

Any reference to a time of day in this Prospectus, the Application Forms and Electronic Applications willbe a reference to Singapore time, unless otherwise stated.

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

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GLOSSARY OF TECHNICAL TERMS

To facilitate a better understanding of our business, the following glossary provides an explanation onsome of the technical terms and abbreviations used in this Prospectus. The terms and their assignedmeanings may not correspond to the standard industry or common meanings or usage, as the casemay be, of these terms.

“CAD” : Computer Aided Design. Often used in combination, such asCAD/CAM software.

“CAM” : Computer Aided Manufacture. Often used in combination,such as CAD/CAM software.

“CD” : Compact disc.

“CNC” : Computer Numerical Control — i.e. the control of equipmentthrough the use of computer control led programming.

“CNC machining” : Computer Numerical Controlled machining of parts andcomponents.

“CNC turned components” : Computer Numerical Controlled machining of componentsusing turning process(es).

“ESD” : Electric Static Discharge.

“ESD safe” : Safe from “ESD”.

“electronic products” : All types of products whereby its functions and/or movementsare controlled/powered by electronics.

“EMI” : Electro Magnetic Interference.

“EMS” : Electronics Manufacturing Services.

“engineering plastics” : A term used to describe precision and high mechanicalstrength plastic parts.

“ERP” : Enterprise resource planning, a complete enterprise widebusiness solution used to integrate all departments andfunctions in a company into a single computer system. Itconsists of software modules for business areas such asmarketing and sales, field service, product design anddevelopment, production and inventory control, procurement,distribution, industrial facilities management, process designand development, manufacturing, quality, human resources,finance, accounting and information services.

“hot stamping” : A process whereby metallic foils are transferred onto plasticsurfaces via high pressure and temperature.

“IMD” : “In-mould/in-foil moulding” — a process whereby preprintedfilms are fed through the injection moulding process usingcomplex controls with precise accuracy.

“ISO” : International Organisation for Standardisation, a worldwidefederation of national standard bodies.

15

“ISO 9001” : The ISO 9001 certification in respect of the quality assurancemodel in design, development, production, installation andservicing.

“ISO 9002” : The ISO 9002 certification in respect of the quality assurancemodel in design, development, production, installation andservicing.

“laser etching” : Etching of a coated surface by laser to achieve various surfacefinishes.

“laser etched keypads” : Keypads with their surface finish processed by laser etching.

“Mechatronics” : The engineered combination of mechanical movementscontrolled by electronics and software into functional modularsystems or complete products.

“micro moulding” : A process to produce small precision parts and components.

“milling” : A process in which rotating cutters are fed into a stationary ortraversing work piece to remove material from the work piece.

“module” : Components assembled into a self-contained functioning unit.

“multi-pallet machining” : An automated process of loading work pieces onto themachine for continuous production.

“ODM” : Original Design Manufacturer.

“OEM” : Original Equipment Manufacturer.

“pad printing” : A low pressure process for printing on flat or irregular shapedsurfaces using a soft silicon stamp to transfer a pattern from anink pad to the desired surface.

“PCB” : Printed Circuit Board — i.e. a flat board made of non-conductive material, such as plastic or fibreglass, onto whichelectrical components are mounted and connected electricallyby a circuit pattern formed on the board by a combination ofphotographic, chemical and electroplating processes.

“PCBA” : Printed Circuit Board Assembly — i.e. the mounting ofcomponents onto the printed circuit board.

“precision plastics” : Plastic parts and components with tight tolerances.

“precision sheet-metal” : Sheet metal processed to tight specifications and tolerances.

“process engineers” : Production process development, layout and optimisationengineers.

“ReMa” : Reticle Masking.

“RFID” : Radio Frequency Identification Devices.

“RFID Tags” : RFID in tag form.

“semiconductor” : An integrated circuit device.

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“silk screen printing” : A process involving the transfer of ink lettering or designs ontoplastic components using a fine-mesh synthetic material heldin a frame.

“spark erosion” : Precise machining of a work piece using an electric dischargeprocess to erode materials.

“spindle” : The platform or axis on which a component to be machined orworked on is mounted.

“sub-system” : A module or sub-system that is assembled to form part of acomplete system.

“SMT” : Surface Mount Technology.

“TIG” : Tungsten Inert Gas.

“TV” : Television.

“UV” : Ultra Violet.

“VOIP” : Voice Over Internet Protocol.

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DETAILS OF THE INVITATION

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 and the New Shares which are the subject of the Invitation on the Official List of the SGX-ST.Such permission will be granted when we have been admitted to the Official List of the SGX-ST.Acceptance of application for the Invitation Shares will be conditional upon the completion of theInvitation, which is subject to certain conditions, including the SGX-ST granting permission to deal inand for quotation of all our existing issued Shares and the New Shares. If the completion of theInvitation does not occur because the SGX-ST’s permission is not granted or for any reason includingwhere the Authority issues a stop order pursuant to Section 242 of the SFA, monies paid in respect ofany application will be returned to you at your own risk, without interest or any share of revenue or otherbenefit arising therefrom and you will not have any claim against our Company, our Directors, theManager, Underwriter and/or Placement Agent.

The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinionsexpressed or reports contained in this Prospectus. Admission to the Official List of the SGX-ST is notto be taken as an indication of the merits of the Invitation, our Company, our Subsidiaries, our existingissued Shares or the New Shares.

A copy of this Prospectus together with copies of the Application Forms have been lodged andregistered by the Authority on 31 March 2005 and 27 April 2005 respectively. The Authority assumesno responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authoritydoes not imply that the SFA, or any other legal or regulatory requirements have been complied with.The Authority has not, in any way, considered the merits of our existing issued Shares or the NewShares, as the case may be, being offered or in respect of which the Invitation is made, for investment.

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

Where the Authority issues a stop order pursuant to Section 242 of the SFA, and:–

(a) in the case where the Invitation Shares have not been issued to the applicants, the applicationsfor the Invitation Shares pursuant to the Invitation shall be deemed to have been withdrawn andcancelled and our Company shall, within 14 days from the date of the stop order, pay to theapplicants all monies the applicants have paid on account of their applications for the InvitationShares; or

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

We have obtained approvals from our Directors for the issue of this Prospectus. They individually andcollectively 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 asat the date of this Prospectus and that there are no other material facts the omission of which wouldmake any statement herein misleading and that this Prospectus constitutes full and true disclosure ofall material facts about the Invitation and our Group.

Neither our Company, the Manager, the Underwriter, the Placement Agent, our Directors, thepromoters, the experts nor any other parties involved in the Invitation is making any representation toany person regarding the legality of an investment in our Shares by such person under any investmentor other laws or regulations. No information in this Prospectus should be considered as being business,

18

legal or tax advice. Investors should be aware that they may be required to bear the financial risk of aninvestment in our Shares for an indefinite period of time. Each prospective investor should consult hisown professional or other advisers for business, legal or tax advice regarding an investment in ourShares.

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, our Directors,the Manager, the Underwriter or the Placement Agent.

Neither the delivery of this Prospectus and the Application Forms nor any documents relating to theInvitation shall, under any circumstances, constitute a continuing representation or create anysuggestion or implication that there has been no change in our affairs, conditions or prospects, or ourShares (including the New Shares) or in the statements of fact or information contained in thisProspectus since the date of this Prospectus. Where such changes occur and are material or requiredto be disclosed by law, we will promptly make an announcement of the same to the SGX-ST and thepublic and, if required, lodge a supplementary document or replacement document pursuant to Section241 of the SFA and other applicable provisions of the SFA and take immediate steps to comply with therequirements of Section 241 of the SFA. We will also comply with all other applicable requirements ofthe SFA and/or any requirements of the Authority and/or SGX-ST. All applicants should take note of anysuch announcement and, upon release of such an announcement, shall be deemed to have notice ofsuch changes. Save as expressly stated in this Prospectus, nothing herein is, or may be relied uponas, a promise or representation as to our future performance or policies.

The Invitation Shares are offered for subscription solely on the basis of the information contained andthe representations made in this Prospectus.

We have not authorised any person 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 Manager,the Underwriter or the Placement Agent.

This Prospectus has been prepared solely for the purpose of the Invitation and may only be relied uponby you in connection with your application for the New Shares and may not be relied upon by any otherperson or for any other purpose.

This Prospectus does not constitute an offer of, or invitation or solicitation to subscribe for, theInvitation Shares in any jurisdiction in which such offer or invitation or solicitation isunauthorised or unlawful nor does it constitute an offer or invitation or solicitation to anyperson to whom it is unlawful to make such offer or invitation or solicitation.

Please also refer to the section on “Selling Restrictions” in this Prospectus.

Copies of this Prospectus, the Application Forms and envelopes may be obtained on request, subjectto availability, from:–

DBS Bank Ltd6 Shenton Way #36-01

DBS Building Tower OneSingapore 068809

and, where available from branches of DBS Bank Ltd (including POSB) and members of theAssociation of Banks in Singapore, members of the SGX-ST and merchant banks in Singapore. A copyof this Prospectus is also available on the SGX-ST website http://www.sgx.com.

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The Application List will open at 10.00 a.m. on 5 May 2005 and will remain open until 12.00 noonon the same day or for such further period or periods as our Directors may, in consultation withthe Manager decide, subject to any limitations under all applicable laws, PROVIDED ALWAYSTHAT where a supplementary document or replacement document has been lodged with theAuthority pursuant to Section 241 of the SFA, the Application List shall be kept open for at least14 days after the lodgement of the supplementary document or replacement document.

Members of the public will be informed of the subscription and distribution results and balloting ofApplications (if any) through SGXNET and paid press announcements made in major English andChinese language newspapers in circulation in Singapore.

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

(a) where our Shares have not been issued to the applicants, our Company shall 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 withdraw their applications; or

(ii) treat the applications as withdrawn and cancelled, in which case the applications shall bedeemed to have been withdrawn and cancelled, and our Company shall within seven daysfrom the date of lodgement of the supplementary or replacement prospectus, return allmonies paid in respect of any application; or

(b) where our Shares have been issued to the applicants, our Company shall 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 our Shares,which they do not wish to retain title in; or

(ii) treat the issue of our Shares as void, in which case the issue or sale shall be deemed voidand our Company shall within seven days from the date of lodgement of the supplementaryor replacement prospectus, return all monies paid in respect of any application.

An applicant who wishes to exercise his option under paragraph (a)(i) to withdraw his application shall,within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify ourCompany of this, whereupon our Company shall within seven days from the receipt of such notification,pay to him all monies paid by him on account of his application for those Shares without interest or ashare of revenue or benefit arising therefrom, at the applicant’s risk.

An applicant who wishes to exercise his option under paragraph (b)(i) to return our Shares issued tohim shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus,notify our Company of this and return all documents, if any, purporting to be evidence of title to thoseShares, to our Company, whereupon our Company shall within seven days from the receipt of suchnotification and documents, if any, pay to him all monies paid by him for those Shares and the issue ofthose Shares shall be deemed to be void.

Details for the procedure for application for the Invitation Shares are set out in Appendix F ofthis Prospectus.

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INDICATIVE TIMETABLE FOR LISTING

In accordance with the SGX-ST’s News Release of 28 May 1993 on the trading of initial public offeringshares on a “when issued” basis, the indicative timetable is set out below for the reference ofapplicants:–

Indicative date/time Event

5 May 2005, 12.00 noon Close of Application List

6 May 2005 Balloting of applications, or otherwise as may be approvedby the SGX-ST (in the event of an over-subscription for theOffer Shares)

9 May 2005, 9.00 a.m. Commence trading on a “when issued” basis

13 May 2005 Last day of trading on a “when issued” basis

16 May 2005, 9.00 a.m. Commence trading on a “ready” basis

19 May 2005 Settlement date for all trades done on a “when issued” basisand for trades done on a “ready” basis on 16 May 2005

The above timetable is only indicative as it assumes that the date of closing of the Application List willbe on 5 May 2005, the date of admission of our Shares to the Official List of the SGX-ST will be 9 May2005, the SGX-ST’s shareholding spread requirement will be complied with and the New Shares willbe issued and fully paid-up prior to 9 May 2005. The actual date on which our Shares will commencetrading on a “when issued” basis will be announced when it is confirmed by the SGX-ST.

The Invitation will open from 27 April 2005 to 5 May 2005.

The above timetable and procedure may be subject to such modification as the SGX-ST may, in itsdiscretion, decide, including the decision to permit trading on a “when issued” basis and thecommencement date of such trading.

The commencement of trading on a “when issued” basis will be entirely at the discretion of theSGX-ST. All persons trading in our Shares on a “when issued” basis do so at their own risk. Inparticular, persons trading in our Shares before their Securities Accounts with CDP are creditedwith the relevant number of Shares do so at the risk of selling Shares which neither they northeir nominees, as the case may be, have been allotted or are otherwise beneficially entitled to.Such persons are also exposed to the risk of having to cover their net sell positions earlier if“when issued” trading ends sooner than the indicative date mentioned above. Persons whohave a net sell position traded on a “when issued” basis should close their position on or beforethe first day of “ready” basis trading.

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 SGXNET web-sitehttp://www.sgxnet.sgx.com; and

(ii) in a local English newspaper, namely, The Straits Times.

Investors should consult the SGX-ST announcement on “ready” listing date on the Internet (at theSGXNET website http://www.sgxnet.sgx.com), INTV or the newspapers, or check with their brokers onthe date on which trading on a “ready” basis will commence.

We will provide details of the results of the Invitation (including the level of subscription for the InvitationShares and the basis of allocation of the Invitation Shares pursuant to the Invitation) as soon aspracticable after the close of the Application List through the channels in (i) and (ii) above.

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THE INVITATION

Issue Size : The Invitation Shares comprising 61,000,000 New Shares.The New Shares will, upon issue and allotment, rank paripassu in all respects with our existing issued Shares.

Issue Price : S$0.50 for each Invitation Share.

Structure : The Invitation comprises:–

(1) 6,100,000 Offer Shares at S$0.50 each by way of publicoffer;

(2) 54,900,000 Placement Shares by way of placementcomprising:–

(a) 54,400,000 Placement Shares at S$0.50 each forapplications by way of placement share applicationforms; and

(b) 500,000 Internet Placement Shares at S$0.50 eachfor applications made through the Internet websiteof DBS Vickers Online (Singapore) Pte Ltd,

payable in full on application.

The Invitation is open for applications by members of thepublic in Singapore, subject to and on the terms and conditionsin this Prospectus (including Appendix F of this Prospectus).

Purpose of Invitation : Our Directors consider that the listing and quotation of ourShares on the Official List of the SGX-ST will enhance ourpublic image and enable us to tap the capital markets for theexpansion of our business operations.

Listing Status : Our Shares will be quoted on the SGX-ST, subject to ouradmission to the Official List of the SGX-ST and permission fordealing in and quotation of, our Shares being granted by theSGX-ST and the Authority not issuing a stop order.

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USE OF PROCEEDS AND ISSUE EXPENSES

The Invitation will result in an estimated net proceeds (after deducting the estimated issue expenses inrelation to the Invitation of approximately S$2.8 million) of S$27.7 million to the Company.

The above estimated net proceeds of S$27.7 million will be used as follows:–

(a) approximately S$7.1 million will be spent at our Mechatronics Division, of which S$6.1 million willbe used to finance the purchase and upgrading of various high end machineries, S$0.5 million willbe used to expand the clean room facilities and S$0.5 million will be used to purchase softwareto improve process automation;

(b) approximately S$2.4 million to partially finance the acquisition of one unit of auto sprayingmachine, seven units of laser etching machines and five units of automatic tampo printingmachines, including installation costs, to be used to expand the capacity for keypad production atour EMS Division’s plastics production facilities at Prai;

(c) approximately S$2.8 million to finance the purchase of 15 units of electric servo mouldingmachines with supporting equipment, including installation cost for our EMS Division’s plasticsproduction facilities at Prai;

(d) approximately S$0.6 million for the refurbishment and upgrading of our EMS Division’s plasticsproduction facilities at Prai;

(e) approximately S$4.0 million to finance the expansion of our secondary processes at our EMSDivision’s plastics production facilities at Tasek, comprising S$1.4 million for the construction of anew factory and S$2.6 million for machineries, comprising one unit of auto spraying machine, fiveunits of laser etching machines, four units of automatic tampo printing machines, one unit of ultraviolet auto spraying machines and three units of measuring equipment;

(f) approximately S$3.6 million to finance the start up of our EMS Division’s expansion into EasternEurope;

(g) approximately S$2.7 million to be used for the repayment of loans; and

(h) the balance of approximately S$4.5 million will be utilised for working capital purposes.

For more details on the use of proceeds, please refer to the sections on “Capitalisation andIndebtedness” and “Prospects and Future Plans” in this Prospectus.

Pending the deployment of the net proceeds as aforesaid, the net proceeds may be added to ourGroup’s working capital, placed in fixed deposits with banks and financial institutions, or used forinvestments in short-term money market instruments, as our Directors may deem appropriate in theirabsolute discretion.

The expenses of the Invitation, including underwriting and placement commission, brokerage,management fee and all other incidental expenses in relation to this Invitation, are estimated to amountto approximately S$2.8 million, the breakdown of which is set out below:–

Description S$

Listing fees 26,250

Professional fees 1,300,000

Underwriting and placement commissions and brokerage 1,116,000

Miscellaneous expenses 405,750

Total estimated expenses 2,848,000

All the above expenses will be borne by our Company.

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PLAN OF DISTRIBUTION

The Issue Price was determined by us, in consultation with the Manager, based on market conditionsand estimated market demand for our Shares determined through a book-building process. The IssuePrice is the same for all Invitation Shares and is payable in full on application.

Offer Shares

The Offer Shares are made available to the members of the public in Singapore for subscription at theIssue Price. The terms and conditions and procedures for application and acceptance are described inAppendix F of this Prospectus.

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

In the event of an over-subscription for the Offer Shares as at the close of the Application List and/orthe Placement 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, in consultation with the Manager and approved by the SGX-ST.

Pursuant to the terms and conditions contained in the Management and Underwriting Agreementsigned between our Company, the Manager and Underwriter dated 27 April 2005, DBS Bank hasagreed to underwrite our Offer Shares.

Placement Shares

Application for the Placement Shares may only be made by way of application form or through theInternet web-site of DBS Vickers Online. The terms and conditions and procedures for application andacceptance are described in Appendix F of this Prospectus.

Pursuant to the terms and conditions in the Placement Agreement signed between our Company, andthe Placement Agent dated 27 April 2005, the Placement Agent has agreed to subscribe for and/orprocure subscribers for the Placement Shares at the Issue Price.

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

In the event of an under-subscription for the Internet Placement Shares to be applied for through theInternet web-site of DBS Vickers Online as at the close of the Application List, that number of InternetPlacement Shares not subscribed for shall be made available to satisfy excess applications for thePlacement Shares by way of Placement Shares Application Forms to the extent that there is anover-subscription for such Placement Shares as at the close of the Application List or to satisfy excessapplications for the Offer Shares, to the extent that there is an over-subscription for the Offer Sharesas at the close of the Application List.

Subscribers of Placement Shares may be required to pay brokerage (and if so required, suchbrokerage will be up to 1.0% of the Issue Price), as well as stamp duties and any other related charges.

None of the Invitation Shares have been reserved for allotment to our Shareholders, Directors oremployees in the Invitation.

Currently, we are not aware of any person who intends to subscribe for more than 5% of the InvitationShares. However, in the process of assessing market demand for our Shares, there may be person(s)who may indicate his interest to subscribe for more than 5% of the Invitation Shares. If such person(s)

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were to make an application for Shares amounting to more than 5% of the Invitation Shares andsubsequently be allocated such number of Shares, we will make the necessary announcements at anappropriate time.

Further, no Shares shall be allocated on the basis of this Prospectus later than six months after the dateof registration of this Prospectus.

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SELLING RESTRICTIONS

This Prospectus does not constitute an offer, solicitation or invitation to subscribe for our Shares in anyjurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to any personto whom it is unlawful to make such offer, solicitation or invitation. No action has been or will be takenunder the requirements of the legislation or regulations of, or of the legal or regulatory authorities of,any jurisdiction, except for the lodgement and/or registration of this Prospectus in Singapore and inorder to permit a public offering of our Shares and the public distribution of this Prospectus inSingapore. The distribution of this Prospectus and the offering of the Invitation Shares in certainjurisdictions may be restricted by the relevant laws in such jurisdictions. Persons who may come intopossession of this Prospectus are required by us, the Manager, the Underwriter and the PlacementAgent to inform themselves about, and to observe and comply with, any such restrictions.

Hong Kong

A copy of this Prospectus may, be issued by the Placement Agent or their respective designatedsub-placement agents to a limited number of prospective applicants for the Placement Shares in HongKong in a manner which does not constitute an offer of the Placement Shares to the public in HongKong or an issue, circulation or distribution in Hong Kong of a prospectus for the purposes of theCompanies Ordinance (Chapter 32) of the Laws of Hong Kong. The offer of the Placement Shares ispersonal to the person named in the accompanying Application Form, and application for thePlacement Shares will only be accepted from such person. An application for the Placement Shares isnot invited from any persons in Hong Kong other than a person to whom a copy of this Prospectus hasbeen issued by the Placement Agent or their respective designated sub-placement agents, and if made,will not be accepted, unless the applicant satisfies the Placement Agent or their respective designatedsub-placement agents that he is a professional investor within the meaning of the Securi

Documents

ELECTROTECH INVESTMENTS LIMITED - listed companyfrenckengroup.listedcompany.com/misc/IPO_Prospectus.pdfElectroTech is broadly classified into two business Divisions: - • Mechatronics