GS HOLDINGS LIMITED 2.pdf

8/20/2019 GS HOLDINGS LIMITED 2.pdf

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Prepared on: 21 December 2015

GS HOLDINGS LIMITED(Incorporated in Singapore on 19 September 2014)

(Company Registration Number: 201427862D)

PLACEMENT OF [●] NEW ORDINARY SHARES IN THE CAPITAL OF

GS HOLDINGS LIMITED (THE “PLACEMENT SHARES”) AT S$[●] FOR EACH

PLACEMENT SHARE PAYABLE IN FULL ON APPLICATION (THE “PLACEMENT”)

Prior to making a decision to subscribe for the Placement Shares, you should carefully consider all the

information contained in the offer document dated [●] 2016 issued by GS Holdings Limited (the “Company”)

in respect of the Placement (the “Offer Document”). This Product Highlights Sheet should be read in

conjunction with the Offer Document. You will be subject to various risks and uncertainties, including the

potential loss of your entire principal amount invested. If you are in doubt as to investing in the Placement

Shares, you should consult your legal, financial, tax or other professional adviser.

This Product Highlights Sheet is an important document.

• It highlights the key information and risks relating to the Placement contained in the Offer Document.It complements the Offer Document1, 2.

• It is important to read the Offer Document before deciding whether to subscribe for the Placement

Shares. If you do not have a copy, please contact us to ask for one.

• You should not subscribe for the Placement Shares if you do not understand the nature of this

investment or our business or if you are not comfortable with the accompanying risks.

• If you wish to subscribe for the Placement Shares, you will need to make an application in the manner

set out in the Offer Document.

Issuer GS Holdings Limited Place ofincorporation

Singapore

Details of this

Placement

Placement of [●] Placement

Shares.

The Placement Shares aremade available to retailand institutional investorsin Singapore who applythrough their brokersor financial institutions

by way of the relevantapplication forms.

Total amount to be

raised in this offer

Gross procee ds of

approximate ly S$[●]million and net proceedsof approximately S$[●]million.

Placement Price $[●] for each PlacementShare

Listing status Application has beenmade to the SGX-ST for

pe rmis sion to deal in ,and for the listing and

quotation of all our Sharesthat are already issued,the Placement Shares, theOption Shares and theAward Shares on Catalist.The Shares are expected to

be listed on [●] 2016.

Issue Manager ,S p o n s o r a n dPlacement Agent

UOB Kay Hian PrivateLimited

Underwriter The Placement is notunderwritten.

1 This Product Highlights Sheet does not constitute, or form any part of any offer for sale or subscription of, orsolicitation of any offer to buy or subscribe for, any securities nor shall it or any part of it form the basis of,or be relied on in connection with, any contract or commitment whatsoever.

2 The Offer Document, registered by the SGX-ST acting as agent on behalf of the Monetary Authority ofSingapore on [●], may be obtained on request, subject to availability, during office hours from UOB Kay HianPrivate Limited, 8 Anthony Road #01-01, Singapore 229957, or accessible at the website of the SGX-ST: http://www.sgx.com


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OVERVIEW

WHO ARE WE AND WHAT DO WE DO?

We are an established centralised commercial dishware washing company providing a ‘one-stop shop’ solution for our customers’ cleaning needs in theF&B industry in Singapore. We specialise in end-to-end cleaning services witha focus on centralised commercial dishware washing services.

We currently render our services to food courts, coffee shops, restaurants,hawker centres, F&B tenants located in shopping malls such as Big Box,IMM, The Star Vista and Westgate and a public tertiary hospital which is the

first and largest general hospital located in the central part of Singapore. Weare one of the three appointed service providers of SPRING Singapore forthe centralising or outsourcing of dishwashing facilities to F&B enterprises.Our centralised dishware washing facilities are currently located at 1 SenokoAvenue, IMM and Big Box.

Our Directors believe that our key competitive strengths are as follows:

• there is strong demand for our services;

• we have an early-mover advantage;

• we are a comprehensive one-stop cleaning solutions provider with strongemphasis on food safety management;

• we have a strong network with F&B industry players in both the publicand private sectors in Singapore; and

• we have an established and experienced management team.

The structure of our Group as at the date of the Offer Document is as follows:

GS Holdings Limited

GS Cleaning

Services

Pte. Ltd.

Hawkerway

Pte. Ltd.GS Maintenance

ServicesPte. Ltd.

GS Equipment

Supply Pte. Ltd.Greatsolutions

Pte. Ltd.

100% 100% 100% 100% 100%

Further Information

Refer to the sections entitled “Business” on pages88 to 110 and “General

Information on our Group – Group Structure” on page

84 of the Offer Documentfor more information on our background and business.

WHO ARE OUR DIRECTORS AND KEY EXECUTIVES?

DIRECTORS

Pang Pok (Executive Chairman and Chief Executive Officer) – He isresponsible for our Group’s overall management, including overseeing ouroperations, setting directions for new growth areas and developing businessstrategies. He has more than 20 years of experience in the F&B industry andhas led the expansion and innovation of our business and operations.

Foo Sek Kuan Kenneth (Executive Director and Chief Financial Officer) – He joined our Group on 1 September 2014. He is responsible for overseeingthe Group’s accounts and finance department and the human resourcesand administrative functions of our Group, including the reviewing andimplementation of effective financial systems, controls and work processes,

recruitment of staff and the administration of our Group.Kek Sin Shen Steve (Lead Independent Director) – He has more than 15years of experience being involved in various public companies listed on theSGX-ST, private equity firms, corporate finance, and business consulting.

Chua Kern (Independent Director) – He has more than 16 years ofexperience in the legal industry and his practice focuses on the areas ofcorporate finance, securities and capital markets and mergers and acquisitions.He is currently a director of Chancery Law Corporation, having co-foundedthe firm in 2005.

Chow Kek Tong (Independent Director) – He has over 20 years of relevantexperience in finance and audit work.

Refer to the sections entitled “Directors, ExecutiveOfficers and Staff –

Directors” and “Directors, Execut ive Of fi ce rs andStaff – Executive Officers”on pages 121 to 126 of theOffer Document for moreinformation on our directorsand executive officers.


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EXECUTIVE OFFICERS

Chiu Li Yu Lawrence (Finance Manager) – He joined our Group in October2014 and is responsible for various accounting-related functions of our Group,including assisting our Chief Financial Officer in our corporate tax filing,inter-company reconciliations and liaising with our external auditors. He hasapproximately 12 years of relevant experience in finance.

Aren Phang Boon Chin (Head of Food and Beverage Division) – He joined our Group in April 2015 and is responsible for managing existingcustomer relationships, implementing effective cost management measures

and providing support for expansion of new customer outlets as part of ourCompany’s business development activities. He has approximately 17 yearsof relevant experience in the F&B industry.

Ong Hsiao Chia Cindy (Human Resources Manager) – She joined our Groupin July 2015 and is in charge of all our human resource-related matters. She hasapproximately 4 years of relevant experience in human resource management.

WHO IS OUR CONTROLLING SHAREHOLDER?

Mr Pang Pok is our Controlling Shareholder as well as our ExecutiveChairman and Chief Executive Officer. Prior to the Placement, Mr Pang Pokholds 84.2% of our Company’s share capital. Upon the completion of thePlacement, he will own approximately [●]% of our Company’s post-Placementshare capital.

Refer to the sectionsen t i t l ed “Direc tors ,

Execut ive Of ficers andStaff – Directors” on pages121 to 125 and “General

Information on our Group – Shareholders” on page 80 of the OfferDocument for moreinformation on Mr Pang Pok.

HOW WAS OUR HISTORICAL FINANCIAL PERFORMANCE ANDWHAT IS OUR CURRENT FINANCIAL POSITION?

Key information of the results of operations of our Group

Audited Unaudited

S$’000 FY2012 FY2013 FY2014 1H2014 1H2015

Revenue 1,894 3,376 2,449 1,164 3,417

Gross (loss)/profit (200) (471) (681) (187) 268

Loss before tax (426) (1,043) (1,310) (378) (64)

Loss from continuingoperations

(426) (1,043) (1,310) (378) (103)

(Loss)/profit for the year (10) 2,289 1,137 42 (103)

Pre-Placement LPS (cents)(1) (0.4) (1.0) (1.3) (0.4) (0.1)

Post-Placement LPS (cents)(2) [●] [●] [●] [●] [●]

Notes:

(1) For comparative purposes, LPS for the Periods Under Review has been

computed based on the loss from continuing operations and the pre-Placement share capital of 100,000,000 Shares.

(2) For comparative purposes, LPS for the Periods Under Review has beencomputed based on the loss from continuing operations and the post-Placement share capital of [●] Shares.

Refer to the sections entitled “Management’s Discussionand Analysis of Results ofOperations and Financial

Position” on pages 59 to76, “Appendix A – Audited

Combined Financia lStatements for the FinancialYears Ended 31 December2012, 2013 and 2014”,“Appendix B – Unaudited

I n t e r i m C o m b i n e d Financial Statements forthe Six-Month Period

Ended 30 June 2015” and“Appendix C – Unaudited

Pro Fo rma Co mb ined Financial Information forthe Financial Year ended31 December 2014 and

Six-Month Period ended30 June 2015” of theOffer Document for moreinformation on our financial

performance and position.


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Key information of the financial position of our Group

S$’000

Audited as at

31 December 2014

Unaudited as at

30 June 2015

Non-current assets 6,081 6,485

Current assets 10,653 10,772

Total assets 16,734 17,257

Non-current liabilities 1,397 4,562

Current liabilities 6,742 4,203

Total liabilities 8,139 8,765

Total equity 8,595 8,492

NAV per Share (cents)(1) 8.6 8.5

Notes:–

(1) NAV per Share has been computed based on the respective net assetsas at 31 December 2014 and 30 June 2015, and the pre-Placement sharecapital of 100,000,000 Shares.

Key cash flow information

Audited Unaudited

S$’000 FY2012 FY2013 FY2014 1H2015

Net cash from/(used in)

operating activities

(802) (87) (1,247) (3,191)


investing activities

(1,117) 4,875 2,195 (609)


financing activities

1,678 (3,203) 1,770 1,127

Net increase/(decrease) in

cash and cash equivalents

(241) 1,585 2,718 (2,673)

Cash and cash equivalents

at beginning of financial

period

424 183 1,768 4,486

Cash and cash equivalents

at end of financial period

183 1,768 4,486 1,813


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Key information of the pro forma combined statements of comprehensiveincome of our Group(1)

Unaudited

S$’000 FY2014 1H2015

Revenue 2,449 3,417

Gross (loss)/profit (871) 173

Loss before tax (1,737) (278)

Loss from continuing operations (1,737) (317)

Pre-Placement LPS (cents)(2) (1.7) (0.3)

Post-Placement LPS (cents)(3) [•] [•]

Notes:

(1) Please refer to “Appendix C – Unaudited Pro Forma Combined FinancialInformation for the Financial Year Ended 31 December 2014 and Six-Month Period Ended 30 June 2015” of this Offer Document for the basis of

preparation of the pro forma combined financial information of our Group.

(2) For comparative purposes, pro forma pre-Placement LPS for the Periods

Under Review has been computed based on the loss from continuing andthe pre-Placement share capital of 100,000,000 Shares.

(3) For comparative purposes, pro forma post-Placement LPS for the PeriodsUnder Review has been computed based on the loss from continuingoperations and the post-Placement share capital of [•] Shares.

Key Information of the pro forma combined statements of the financialposition of our Group(1)

Unaudited

S$’000

As at

31 December 2014

As at

30 June 2015

Non-current assets 13,091 13,401

Current assets 4,457 2,657

Total assets 17,548 16,058

Non-current liabilities 7,997 8,597

Current liabilities 6,750 4,977

Total liabilities 14,747 13,574

Total Equity 2,801 2,484

NAV per Share (cents)(2) 2.8 2.5

Notes:–

(1) Please refer to “Appendix C – Unaudited Pro Forma Combined FinancialInformation for the Financial Year Ended 31 December 2014 and Six-Month Period Ended 30 June 2015” of this Offer Document for the basis of

preparation of the pro forma combined financial information of our Group.

(2) The pro forma NAV per Share has been computed based on the pro formanet assets as at 31 December 2014 and 30 June 2015 of our Group andthe pre-Placement share capital of 100,000,000 Shares.


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The most significant factors contributing to our financial performance overFY2014 compared to FY2013 are as follows:

• Our revenue decreased by approximately S$1.0 million, or 27.5%, fromS$3.4 million in FY2013 to S$2.4 million in FY2014 mainly due tothe decrease in cleaning management services contracts from KoufuPte Ltd. This was partially offset by the new contracts secured such as

NTUC Foodfare Cooperative Ltd, ABC Brickworks Business Association,Paradise Group and a public tertiary hospital which is the first and largestgeneral hospital located in the central part of Singapore.

• Our overall gross loss increased by S$0.2 million, or 44.6%, from S$0.5million in FY2013 to S$0.7 million in FY2014. Our gross loss marginincreased from a gross loss margin of 14.0% in FY2013 to a gross lossmargin of 27.8% in FY2014. The increase in gross loss margin was mainlydue to the increase in labour costs and overhead expenses as we continuescaling up our operations.

• Our loss before tax increased by S$0.3 million, or 25.6%, from S$1.0million in FY2013 to S$1.3 million in FY2014 mainly due to an increasein gross loss by S$0.2 million as aforementioned and an increase inadministrative expenses by S$0.4 million as a result of an increase inheadcount in line with the increase in our business activities. This is

partial ly offset by the increase in other income by S$0.4 million mainlyattributable to the increase in government grants received in FY2014 ofS$0.4 million.

• In FY2014, we recorded net cash used in operating activities of S$1.2million, which comprised operating cash flows before changes in workingcapital of approximately S$0.3 million, net working capital outflow ofS$1.4 million, net interest payment of approximately S$59,000 and incometax payment of approximately S$45,000. The working capital outflow wasmainly due to an increase of S$3.2 million in trade and other receivableswhich was partially offset by an increase in trade and other payables ofS$1.8 million.

• As at 31 December 2014, shareholders’ equity amounted to S$8.6 millionand comprised (i) share capital of S$3.0 million; (ii) retained earnings ofS$2.7 million and (iii) revaluation reserve of S$2.9 million relating to the

revaluation of our properties upon the transfer from property, plant andequipment to investment properties carried at fair value.

The most significant factors contributing to our financial performance over1H2014 compared to 1H2015 are as follows:

• Our revenue increased by approximately S$2.2 million, or 193.6%from S$1.2 million in 1H2014 to S$3.4 million in 1H2015 mainly dueto additional new contracts secured during 1H2015 such as Big Box,F&B tenants located in shopping malls such as IMM, The Star Vista andWestgate and the increased revenue contribution from Paradise Group anda public tertiary hospital which is the first and largest general hospitallocated in the central part of Singapore.

• Our overall gross profit increased by S$0.5 million from a gross loss of

S$0.2 million in 1H2014 to a gross profit of S$0.3 million in 1H2015. Ourgross profit margin increased from a gross loss margin of 16.1% in 1H2014to gross profit margin of 7.8% in 1H2015 which was mainly attributableto the more than proportionate increase in revenue as compared to theincrease in labour costs and overhead expenses as our operations achievedeconomies of scale from the increase in volume.

• Our loss before tax decreased by S$0.3 million, or 83.1%, from S$0.4million in 1H2014 to S$64,000 in 1H2015 mainly due to the increase ingross profit by S$0.5 million as aforementioned and the increase in otherincome by S$0.6 million mainly attributable to (i) rental income of S$0.3million from our property in 16A Sungei Kadut Way; and (ii) governmentgrants of S$0.4 million received in 1H2015. This was partially offset bythe increase in administrative expenses of S$0.7 million as a result of anincrease in headcount in line with the increase in our business activities.


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• In 1H2015, we recorded net cash used in operating activities of S$3.2million, which comprised operating cash flows before changes in workingcapital of S$0.3 million, net working capital outflow of S$3.4 million, netinterest payment of approximately S$77,000 and income tax payment ofapproximately S$51,000. The working capital outflow was mainly due toan increase in S$3.0 million in trade and other receivables and a decreasein trade and other payables of S$0.4 million.

• As at 30 June 2015, shareholders’ equity amounted to S$8.5 million andcomprised (i) share capital of S$3.0 million; (ii) retained earnings ofS$2.6 million and (iii) revaluation reserve of S$2.9 million relating to therevaluation of our properties upon the transfer from property, plant andequipment to investment properties carried at fair value.

The above factors are not the only factors contributing to our financialperformance in FY2012, FY2013, FY2014 and 1H2015. Please referto other factors set out in “Management’s Discussion and Analysis ofResults of Operations and Financial Position” on pages 58 to 75 of theOffer Document.

INVESTMENT HIGHLIGHTS

WHAT ARE OUR BUSINESS STRATEGIES AND FUTURE PLANS?

Our business strategy and future plans entail the following:

We intend to focus on innovation and improving automation for largescale dishware washing to increase productivity and efficiency and reducereliance on manpower labour, with an emphasis on building up processeswhich are environmentally-friendly.

We will improve our semi-automation process to eventually making thedishware washing process one which is fully automated so as to increase

productivity and efficiency in the dishware washing cleaning process. We arecommitted to ensuring the machines and cleaning process which we developwill remain environmentally-friendly.

We intend to explore other avenues to provide value-added services tocustomers.

We pride ourselves in providing holistic cleaning solutions to our customers,which include helping our customers manage their waste disposal processand re-organise their kitchen set-up for better efficiencies. We fully intend toexplore other avenues to assist our customers to cut down on costs in relationto their dishware washing and cleaning process.

We intend to expand our centralised commercial dishware washing hubsto increase our centralised dishware washing capacity.

With additional dishware washing hubs to provide centralised dishwarewashing services, we will increase our capacity to cope with our expandingcustomer base, and will also be able to reduce transportation timing and costsin servicing our customers which are located in various parts of Singapore.

We intend to continue working closely with NEA, the Employment andEmployability Institute Pte. Ltd. (“e2i”) and SPRING Singapore and makefull use of grants which may be made available by these organisations.

The grants which our Group currently enjoys from NEA, e2i and SPRINGSingapore have been incentives for our customers to engage our dishwarewashing and cleaning services, as well as consultation services for renovationof their kitchens and cleaning spaces. We intend to continue working closelywith NEA, e2i and SPRING Singapore to make further inroads to increasing

productivity in this industry.

Refer to the sections entitled

“Prospec ts , BusinessStrategies and Future Plans

– Business Strategies and Future Plans” on page 115of the Offer Document formore information on ourstrategies and future plans.


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WHAT ARE THE KEY TRENDS, UNCERTAINTIES, DEMANDS, COMMITMENTS OR EVENTSWHICH ARE REASONABLY LIKELY TO HAVE A MATERIAL EFFECT ON US?

Based on the revenue and operations of our Group as at the Latest PracticableDate, our Directors observed the following trends for FY2014 and 1H2015:

(a) As a result of greater economies of scale, we have managed to recordgross profit for the first time in our operating history for 1H2015. As aresult of increasing sales and lower than proportionate increase in ourcost of sales due to economies of scale, our gross profit margin shouldimprove going forward.

(b) As a result of higher manpower costs from, (i) a tight labour market;(ii) the increase in operations and general workers in anticipation ofthe new contracts signed and with the establishment of our centraliseddishware washing facilities at IMM and Big Box in 4Q2014, as well asthe new facility to be set up at 8 Loyang Way 4; and (iii) the increase inadministrative, human resources and finance employees in preparationfor the expansion of our business, we might continue to register a netloss for FY2015. However, our total operating expenses as a percentageof revenue is expected to continue to decline as more food courts,restaurants, coffee shops, and other eateries contract for our services,resulting in increased sales.

(c) Our depreciation cost is expected to increase as a result of investmentsin new dishware washing equipment for the aforesaid new centralised

commercial dishware washing facilities.(d) Our operating expenses are expected to increase, amongst others, in line with

our expansion plans and due to the fees and expenses incurred in relation tothe Placement, compliance costs as a listed company as well as the impactof the service agreements entered into with our Executive Directors.

The above are not the only trends, uncertainties, demands, commitmentsor events that could affect us. Please refer to the other factors set out inthe sections entitled “Risk Factors” on pages 31 to 43, “Management’sDiscussion and Analysis of Results of Operations and Financial Position”on pages 58 to 75 and “Prospects, Business Strategies and Future Plans”on pages 108 to 113 of the Offer Document.

Refer to the sections entitled “Risk Factors” on pages31 to 43; “Management’s

Discussion and Analysis of Results of Operations and Financ ia l Posi tion” on pages 59 to 76; “Prospects, Business St ra tegies and

Future Plans” on pages111 to 115 and “Cautionary

Notes Regarding Forward- Looking S ta tements”on pages 12 to 14 of theOffer Document for moreinformation on our businessand financial prospects.

WHAT ARE THE KEY RISKS WHICH HAD MATERIALLY AFFECTED ORCOULD MATERIALLY AFFECT US AND YOUR INVESTMENT IN OUR SECURITIES?

We consider the following to be the most important key risks which hadmaterially affected or could materially affect our business operations, financial

position and results, and your investment in our Shares.

• We have a history of losses and negative cash flow and have yet toestablish a strong track record, and may remain unprofitable. Wehad net losses before tax of S$0.4 million, S$1.0 million, S$1.3 millionand S$64,000 for FY2012, FY2013, FY2014 and 1H2015, respectively.We also had negative operating cash flow of S$0.8 million, S$0.1 million,S$1.2 million and S$3.2 million for FY2012, FY2013, FY2014 and1H2015, respectively. There can be no assurance that our Group will be

able to secure sufficient contracts for our services to generate significantrevenue and to attain profitability, or if attained, there can be no assurancethat we will be able to sustain the profitability for our Group. We expectto incur significant operating expenses in connection with the continueddevelopment and expansion of our business, which include plans to set upadditional centralised dishware washing facilities, and this could adverselyimpact our profitability and cash flow.

• We have a limited operating history in an evolving industry, whichmakes it difficult to predict our future prospects. We have a limitedoperating history in the semi-automated dishware washing industrywhich is still evolving and may not develop as expected. This limitedoperating history makes it difficult to effectively assess or forecast ourfuture prospects. We have encountered and will continue to encounter

risks and uncertainties such as those described in the Offer Document. Ifour assumptions regarding these risks and uncertainties are incorrect orchange due to changes in our markets, or if we do not address these riskssuccessfully, our financial results and results of operations may differmaterially from our expectations and our business may suffer.

Refer to the section entitled “Risk Factors” on pages 31to 43 of the Offer Documentfor more information on riskfactors.


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• Our business has low barriers to entry and our performance willdepend on our ability to compete effectively against our existing andfuture competitors. In the event that our competitors possess greaterfinancial resources and better equipment or are able to successfullydevelop technologies and equipment that outperform us, they may beable to compete effectively against us and may further be able to respondmore quickly to changes in customer requirements. There is no assurancethat other competitors will not surpass our performance in the future.Accordingly, our business, revenue and profitability may be materially andadversely affected if we are not able to compete effectively or maintain

competitiveness in the market.

• Our centralised commercial dishware washing facility line is notpatentable and may be replicated by other competitors. In the event someof our competitors are able to replicate our centralised commercial dishwarewashing facility line and make improvements to our existing dishwarewashing facility line, we may not be able to compete effectively withthese competitors, and may not be able to successfully retain our existingcustomers or attract new customers over our competitors. In addition, ourcompetitors may also have or may develop their services to provide a suiteof cleaning services to their customers. In the event of any of the foregoing,our business financial performance will be adversely affected.

• Our profitability may be adversely affected if we are unable to pass

on any increases in our cost of operations to our customers. Thecontract value quoted in the tender submission to our customers is on amonthly basis and is determined based on internal costing and budgetaryevaluations on costs such as labour costs and cost of supplies, including anyindicative pricing of the various suppliers and sub-contractors. Unforeseencircumstances such as unanticipated rise in supplies or labour costs mayarise during the tenure of the contract. Additional volume of crockerywhich has not previously factored into the contract value may also haveto be carried out and additional breakage of crockery above the breakageallowance set out in the respective contracts during washing and/ordelivery will result in higher cost of operations. These circumstances willlead to cost overruns which will impact our profit margin or may resultin losses. There is no assurance that such cost overruns will not arise inthe future and if we are unable to pass on any increases in our cost of

operations to our customers, our business, financial condition, results ofoperations may be materially and adversely affected.

• We have limited long-term contracts which are entered into with ourcustomers and our customer contracts may be subject to non-renewaland/or early termination. A majority of the contracts and agreementsentered into with our customers are for a duration of 1 year, some of whichmay provide an option to extend the contract for a further period of 3 monthsor 1 year. As many of our arrangements with our customers are relativelyshort-term, there can be no assurance that any or all of our customers willcontinue to do business with us in the future, and there can be no assurancethat our customers will not seek more favourable terms from any of ourcompetitors when our contracts expire. If we are unable to renew ourcontracts with our customers, or if our customers choose to terminate their

contracts with us prematurely, our business, financial condition, results ofoperations and/or prospects could be materially adversely affected.


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• Our order book may not be an accurate indicator of our futureperformance. As at the Latest Practicable Date, our order book basedon secured contracts was approximately S$18.2 million. In addition, thevalue of contracts assuming that all our customers exercised the option toextend their contracts based on the existing prices charged is approximatelyS$19.0 million (the “Option Value”). Our order book and the OptionValue may not be an accurate indicator of our future performance as it hasnot taken into account any potential renegotiations, cancellations, deferralsor early termination of contracts in calculating our order book and/orthe Option Value. The occurrence of any of which will have an adverse

impact on our revenue. Potential renegotiations, cancellations, deferralsor early termination may be due to factors beyond its control and are, bynature, uncertain. In addition, there is no assurance that our customers willexercise the option to extend their contracts. In the event there are anyrenegotiations, cancellations, deferrals or early termination of our contractsor if the customers do not exercise the option to extend their contracts, our

business, financial condition, results of operations and/or prospects could be materially adversely affected.

• We are dependent on our ability to retain key personnel. Our key personnel have a wealth of experience and their experiences is instrumentalin our ability to anticipate and cater for the needs of our customers. Theloss of any key personnel without qualified and timely replacements, andthe inability to attract, train and retain qualified key executives, will have

an adverse impact on our operations.

The above are not the only risk factors that had a material effect orcould have a material effect on our business operations, financial positionand results, and your Shares. Please refer to the section entitled “RiskFactors” on pages 31 to 43 of the Offer Document for a discussion onother risk factors and for more information on the above risk factors.Prior to making a decision to subscribe for Placement Shares, you shouldconsider all the information contained in the Offer Document.

WHAT ARE THE RIGHTS ATTACHED TO THE SECURITIES OFFERED?

As at the date of the Offer Document, our issued and paid-up share capitalwas S$3,704,556, comprising 100,000,000 Shares.

We have only one class of shares, being ordinary shares, and the PlacementShares will have the same rights as our other existing Shares, including votingrights. Shareholders will be entitled to all rights attached to their Shares in

proportion to their shareholding, such as any cash dividends declared by theCompany and any distributions of assets upon liquidation of the Company.

There is no restriction on the transfer of fully paid Shares except whererequired by law or the Catalist Rules.

Refer to the sections entitled “General Information

on our Group – ShareCapital” on pages 77to 79 and “Appendix E –

Description of our Shares”of the Offer Document formore information on thePlacement Shares.


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HOW WILL THE PROCEEDS OF THE OFFER BE USED?

The estimated net proceeds to be raised by our Company from the Placement,after deducting the estimated listing expenses is approximately S$[●] million.

We intend to use our gross proceeds from the issue of the Placement Sharesin the following manner:

Estimated amount(S$’000)

Estimated amountallocated for

each dollar of the

proceeds raisedfrom the issue ofPlacement Shares

(as a percentage ofthe gross proceeds)

(%)

Use of proceeds

Expansion ofdishware washingoperations

[●] [●]

General workingcapital

[●] [●]

Net proceeds [●] [●]Estimated listingexpenses

Listing fees [●] [●]

Professional fees [●] [●]

Placementcommission and

brokerage

[●] [●]

Miscellaneousexpenses

[●] [●]

[●] [●]

Gross proceeds from

the Placement Shares

[●] 100.0

Refer to the section entitled“Use of Proceeds fromthe Placement and Listing

Expens es In curr ed” on pages 28 and 29 of theOffer Document for moreinformation on our use ofthe Placement proceeds.

WILL WE BE PAYING DIVIDENDS AFTER THE OFFER?

No dividends have been paid or proposed by our Company since itsincorporation.

We may, by ordinary resolution of our Shareholders, declare dividends ata general meeting, but we may not pay dividends in excess of the amountrecommended by our Directors. The declaration and payment of dividends will

be determined at the sole discretion of our Directors subject to the approval ofour Shareholders. Our Directors may also declare an interim dividend withoutthe approval of our Shareholders.

In considering the amount of dividends declared, we will take into accountthe following factors:

(a) our financial position, results of operations and cash flow;

(b) the ability of our subsidiaries to make dividends payments to our Company;

(c) our expected working capital requirements to support our Group’s futuregrowth;

Refer to the sectionsentitled “Dividend Policy”on page 54 and “Risk

Factors – Risks Relating toOwnership of our Shares –We may not be able to paydividends” on page 43 of theOffer Document for moreinformation on our dividend

policy.


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(d) our actual and projected financial performance;

(e) general economic conditions and such other external factors that our Directors believe to have an impact on the business operations of our Group; and

(f) any other factors deemed relevant by our Directors at the material time.

No inference should or can be made from any of the foregoing statements asto our actual future profitability or our ability to pay dividends in any of the

periods discussed.

DEFINITIONS

“1H” : Financial period commencing 1 January and ended or, as the case may

be, ending 30 June

“Controlling Shareholder” : A person who has an interest in our Shares of an aggregate of not

less than 15% of the total votes attached to all our Shares, or in fact

exercises control over our Company

“F&B” : The food and beverage industry

“FY” : Financial year ended or, as the case may be, ending 31 December

“Group” : Our Company and its subsidiaries“Latest Practicable Date” : 15 December 2015, being the latest practicable date prior to the

lodgement of the Offer Document with the SGX-ST acting as agent on

behalf of the Monetary Authority of Singapore

“NEA” : The National Environment Agency

“Periods Under Review” : The periods comprising FY2012, FY2013, FY2014 and 1H2015

“SGX-ST” : The Singapore Exchange Securities Trading Limited

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

“SPRING Singapore” : SPRING Singapore, being an agency under the Ministry of Trade of

Singapore, responsible for helping Singapore enterprises grow and

building trust in Singapore products and services.

CONTACT INFORMATION

WHO CAN YOU CONTACT IF YOU HAVE ENQUIRIES RELATING TO OUR OFFER?

HOW DO YOU CONTACT US?

Company : GS Holdings Limited

Registered Off ice Address : 16A Sungei Kadut Way, Singapore 728794

Telephone Number : (65) 6694 2668

Facsimile Number : (65) 6694 2663

Email : [email protected]

Website : www.greatsolutions.com.sg

Note: Information contained in our website does not constitute part of the Offer Document or the

Product Highlights Sheet and should not be relied on

Issue Manager, Sponsor

and Placement Agent

: UOB Kay Hian Private Limited

Address : 8 Anthony Road #01-01, Singapore 229957

Telephone Number : (65) 6590 6881

Documents

GS HOLDINGS LIMITED 2.pdf