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Prospectus

Updated: Jun 10, 2023

Prospectus dated 24 August 2023

Application has been made to the Singapore Exchange Securities Trading Limited ("SGX-ST") for permission to deal in, and for quotation of, all the ordinary shares of $0.05 each (the "Shares") in the capital of Meeting Room Limited (the "Company") already issued as well as the new Shares which may be issued pursuant to the exercise of the Options (as defined) herein) granted or to be granted under the Meeting Room ESOS (as defined herein). Such permission will be granted when the Company has been admitted to the Official List of SGX-ST. Acceptance of applications will be conditional upon, inter alia, permission being granted to deal in, and for quotation of, all the issued Shares as well as the New Shares. Moneys paid in respect of any application accepted will, subject to appliable laws, be returned without interest or any share of revenue or other benefit arising therefrom and at the applicant's own risk, if the said permission is not granted.

The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this Prospectus. Admission to the Official List of SGX-ST is not to be taken as an indication of the merits of the Invitation, the Company, its subsidiaries, the issued Shares, the New Shares or the new Shares which may be issued pursuant to the Meeting Room ESOS.


A copy of this Prospectus, together with copies of the Placement Shares Application Form and the Reserved Shares Application Form, has been lodged with and registered by the Registrar of Companies and Businesses in Singapore who takes no responsibility for its contents.

[ R ]

MEETING ROOM LIMITED

(Incorporated in the Republic of Singapore on 5 May 2023)


Invitation in respect of 35,000,000 new ordinary shares of $0.05 each comprising:–


(1) 5,000,000 Placement Shares at $0.39 for each Placement Share for applications through the Internet; and


(2) 30,000,000 Placement Shares by way of placement, comprising:–


(i) 26,800,000 Placement Shares at $0.39 for each Placement Share for applications by way of application forms; and

(ii) 3,200,000 Reserved Shares at $0.39 for each Reserved Share reserved for applications by Directors, Executive Officers and employees of the Group,


payable in full on application.



Manager and Lead Placement Agent

[SSS]

WEI SHI & COMPANY PTE LTD

(Incorporated in the Republic of Singapore)


Co-Placement Agent

[ GK ]

G. K. WU STOCKBROKERS PTE LTD




CONTENTS

Page


CORPORATE INFORMATION ................................................................................................... 3 DEFINITIONS .............................................................................................................................. 4 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ........................... 7 DETAILS OF THE INVITATION

— Listing On The SGX-ST ....................................................................................................... 8

— Indicative Timetable For Listing ........................................................................................... 9 — Structure Of The Invitation ................................................................................................... 10 PROSPECTUS SUMMARY ........................................................................................................ 12 RISK FACTORS ......................................................................................................................... 14 USE OF PROCEEDS ................................................................................................................. 18 DIVIDEND POLICY ..................................................................................................................... 19 INVITATION STATISTICS ........................................................................................................... 20 SUMMARY OF FINANCIAL INFORMATION ON THE GROUP ................................................ 21 GENERAL INFORMATION ON THE GROUP

— Share Capital ....................................................................................................................... 22

— Directors And Shareholders ................................................................................................. 24 — Moratorium ........................................................................................................................... 25 — Restructuring ........................................................................................................................ 25 — Group Structure ................................................................................................................... 26 BUSINESS

— History .................................................................................................................................. 27

— Business ............................................................................................................................... 27

— Business Strategies ............................................................................................................. 29

— Quality Assurance ................................................................................................................ 30

— Staff Training ........................................................................................................................ 30

— Major Clients ........................................................................................................................ 30 — Competition And Competitive Strengths .............................................................................. 30 — Analysis Of Financial Condition And Results Of Operations .............................................. 32 — Prospects And Future Plans ................................................................................................ 40 — Properties And Fixed Assets ................................................................................................ 41 — Directors, Executive Officers And Staff ................................................................................ 42


Page

— Service Agreements ............................................................................................................. 48 — Boardroom ESOS ................................................................................................................ 49

— Boardroom Reserved Shares Loan Scheme ....................................................................... 52 — Relationship With EYS ......................................................................................................... 53 — Potential Conflicts Of Interest .............................................................................................. 55 — Corporate Governance ........................................................................................................ 55 DIRECTORS’ REPORT .............................................................................................................. 56 ACCOUNTANTS’ REPORT ........................................................................................................ 57 GENERAL AND STATUTORY INFORMATION ......................................................................... 73 APPENDIX I — TERMS AND CONDITIONS AND PROCEDURES FOR APPLICATION . I−1

— Additional Terms and Conditions for Applications using Application Forms ..................................................................................... I−4

— Additional Terms and Conditions for Electronic Applications ................... I−6

APPENDIX II — SUMMARY OF THE PRINCIPAL TERMS OF THE BOARDROOM SHARE OPTION SCHEME ...................................................................... II−1

APPENDIX III — RULES OF THE BOARDROOM SHARE OPTION SCHEME ................ III−1



CORPORATE INFORMATION

Board of Directors : Shen Zhelin (Chairman)

Yvonne Goh

Chen Xueliang

Yilishabai Shan

Thomas Young


Company Secretary : Yvonne Goh, FCIS


Registered Office : 10 Collyer Quay

#19-08 Ocean Building

Singapore 049315


Share Registrar and : Lim Associates (Private) Limited

Share Transfer Office 10 Collyer Quay

#19-08 Ocean Building

Singapore 049315


Auditors and : Foo, Kon & Tan

Reporting Accountants Certified Public Accountants

47 Hill Street

#05-01 Chinese Chamber of Commerce & Industry Building

Singapore 179365


Solicitors to the Invitation : Lee & Lee

5 Shenton Way

Level 19 UIC Building

Singapore 068808


Manager and : Vickers Ballas & Company Pte Ltd

Lead Placement Agent 30 Raffles Place

#07-00 Caltex House

Singapore 048622


Co-Placement Agent : G. K. Goh Stockbrokers Pte Ltd

50 Raffles Place

#33-00 Singapore Land Tower

Singapore 048623


Principal Banker : The Hongkong and Shanghai Banking Corporation Limited

21 Collyer Quay

#14-05 HSBC Building

Singapore 049320



DEFINITIONS

In this Prospectus, the accompanying Application Forms and, in relation to Electronic Applications, the instructions appearing on the Internet IPO Websites of the Internet Stockbrokers, the following definitions or terms apply where the context so admits:– Companies ‘‘Boardroom’’ or the ‘‘Company’’ : Boardroom Limited ‘‘EPLC’’ : Ee Peng Liang Consultants Pte Ltd ‘‘LA’’ : Lim Associates (Private) Limited General ‘‘Accounting’’ : The business of the Group relating to the provision of accounting services as described under ‘‘Business’’ in this Prospectus ‘‘Application Forms’’ : The official printed application forms to be used for the purpose of the Invitation and which form part of this Prospectus ‘‘Application List’’ : The list of applications for subscription of the New Shares ‘‘Boardroom ESOS’’ or the ‘‘Scheme’’ : Boardroom Share Option Scheme, details of which are set out in Appendices II and III to this Prospectus ‘‘CDP’’ : The Central Depository (Pte) Limited ‘‘CPF’’ : Central Provident Fund ‘‘Companies Act’’ : Companies Act, Chapter 50, of Singapore ‘‘Corporate Secretarial’’ : The business of the Group relating to the provision of corporate secretarial services as described under ‘‘Business’’ in this Prospectus ‘‘Directors’’ : The directors of the Company as at the date of this Prospectus ‘‘EGM’’ : Extraordinary general meeting ‘‘EPS’’ : Earnings per Share ‘‘EYS’’ : The public accounting firm operating as a partnership in Singapore under the name of ‘‘Ernst & Young’’ ‘‘Electronic Applications’’ : Applications for the Internet Placement Shares made through the Internet IPO Websites of the Internet Stockbrokers in accordance with and subject to the terms and conditions of this Prospectus ‘‘Executive Directors’’ : The executive Directors as at the date of this Prospectus, as set out under the section entitled ‘‘Directors, Executive Officers And Staff’’ in this Prospectus ‘‘Executive Officers’’ : The executive officers of the Group as at the date of this Prospectus, as set out under the section entitled ‘‘Directors, Executive Officers And Staff’’ in this Prospectus


‘‘FY’’ : Financial year ended or ending 30 June ‘‘G. K. Goh’’ : G. K. Goh Stockbrokers Pte Ltd ‘‘GST’’ : Goods and Services Tax ‘‘Group’’ or ‘‘Proforma Group’’ : The Company and its subsidiaries as at the date of this Prospectus treated as if the group structure had been in existence since 1 July 1995 ‘‘IPOs’’ : Initial public offerings of securities by corporations to the public ‘‘Internet’’ : An open global network of inter-connected public and private computer networks that utilises a common communications protocol ‘‘Internet IPO Website’’ : Any one of the Internet trading websites of the Internet Stockbrokers ‘‘Internet Placement Shares’’ : The 5,000,000 Placement Shares (other than the Reserved Shares) for which the Company invites the public in Singapore to apply through the Internet IPO Websites, subject to and on the terms and conditions of this Prospectus ‘‘Internet Stockbrokers’’ : Vickers Ballas, Fraser Securities Pte Ltd, G. K. Goh Stockbrokers Pte Ltd, Lum Chang Securities Pte Ltd and Phillip Securities Pte Ltd ‘‘Invitation’’ : The invitation by the Company to the public in Singapore to apply for the subscription of the New Shares, subject to and on the terms and conditions of this Prospectus ‘‘Issue Price’’ or ‘‘Placement Price’’ : $0.39 for each New Share ‘‘Manager’’ : Vickers Ballas & Company Pte Ltd ‘‘Market Day’’ : A day on which the SGX-ST is open for trading in securities ‘‘NTA’’ : Net tangible assets ‘‘New Shares’’ : The 35,000,000 new Shares for which the Company invites applications to subscribe pursuant to the Invitation, subject to and on the terms and conditions of this Prospectus ‘‘Non-Executive Directors’’ : The non-executive Directors as at the date of this Prospectus, as set out under the section entitled ‘‘Directors, Executive Officers And Staff’’ in this Prospectus ‘‘Options’’ : The options granted or to be granted pursuant to the Boardroom ESOS ‘‘PER’’ : Price earnings ratio ‘‘Placement’’ : The placement by the Placement Agents on behalf of the Company of 35,000,000 Placement Shares (including the Reserved Shares) for applications by the public in Singapore at the Issue Price, subject to and on the terms and conditions of this Prospectus ‘‘Placement Agents’’ : Vickers Ballas as lead placement agent and G. K. Goh as co-placement agent


‘‘Placement Shares’’ : The New Shares which are the subject of the Placement ‘‘Reserved Shares’’ : 3,200,000 Placement Shares reserved for applications by the Directors, Executive Officers and employees of the Group ‘‘Restructuring’’ : The restructuring exercise undertaken by the Group in connection with the Invitation, as described on pages 25 and 26 of this Prospectus ‘‘SCCS’’ : Securities Clearing & Computer Services (Pte) Ltd


‘‘SGX-ST’’ or ‘‘Stock Exchange’’ : Singapore Exchange Securities Trading Limited


‘‘Securities Account’’ : Securities account maintained by a depositor with CDP ‘‘Share Registration’’ : The business of the Group relating to the provision of share registration services as described under ‘‘Business’’ in this Prospectus ‘‘Shares’’ : Ordinary shares of $0.05 each in the capital of the Company ‘‘UK’’ : United Kingdom ‘‘Vickers Ballas’’ : Vickers Ballas & Company Pte Ltd ‘‘%’’ or ‘‘per cent.’’ : Per centum ‘‘$’’ and ‘‘cents’’ or ‘‘¢’’ : Singapore dollars and cents, respectively Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations. Any reference in this Prospectus and the Application Forms to any statute or enactment is a reference to that statute or enactment for the time being amended or re-enacted. Any word defined under the Companies Act or any statutory modification thereof and used in this Prospectus and the Application Forms shall have the meaning assigned to it under the Companies Act, or such statutory modification, as the case may be. Any reference in this Prospectus and the Application Forms to shares being allotted to an applicant includes allotment to CDP for the account of that applicant. Any reference to a time of day in this Prospectus shall be a reference to Singapore time unless otherwise stated. Any discrepancies in tables included herein between the amounts listed and the totals thereof are due to rounding; accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. Unless the context otherwise requires, all financial information contained in this Prospectus is based on the consolidated financial statements contained in the ‘‘Accountants’ Report’’. References in this Prospectus to ‘‘the Group’’, ‘‘we’’, ‘‘our’’ and ‘‘us’’ refer to Boardroom Limited and its subsidiaries.



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this Prospectus, statements made in press releases and oral statements that may be made by the Company or its officers, Directors or employees acting on its behalf, that are not statements of historical fact, constitute ‘‘forward-looking statements’’. Some of these statements can be identified by forward-looking terms such as ‘‘expect’’, ‘‘believe’’, ‘‘plan’’, ‘‘intend’’, ‘‘estimate’’, ‘‘anticipate’’, ‘‘may’’, ‘‘will’’, ‘‘would’’, ‘‘should’’, ‘‘shall’’, ‘‘could’’ and ‘‘can’’ or similar words. However, these words are not the exclusive means of identifying forward-looking statements. All statements regarding our expected financial position, business strategy, plans and prospects and the future prospects of our industry are forward-looking statements. These forward-looking statements, including statements as to our revenue and profitability, prospects, future plans and other matters discussed in this Prospectus regarding matters that are not historical fact, are only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual future results, performance or achievements to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. These factors include, among others:–


  • changes in the regulatory environment;

  • changes in technology;

  • changes in competitive conditions; and

  • other factors beyond our control.


These factors are discussed in more detail in this Prospectus, in particular, but not limited to, discussions under ‘‘Risk Factors’’. Given the risks and uncertainties that may cause our actual future results, performance or achievements to be materially different from that expected, expressed or implied by the forward-looking statements in this Prospectus, undue reliance must not be placed on those statements. Neither the Company, the Manager, the Placement Agents nor any other person represents or warrants that our actual future results, performance or achievements will be as discussed in those statements. Further, we and our professional advisers disclaim any responsibility to update any of those forwardlooking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances. We are, nevertheless, subject to the provisions of the SGX-ST Listing Manual regarding corporate disclosure policy.



DETAILS OF THE INVITATION

LISTING ON THE SGX-ST


Application has been made to the SGX-ST for permission to deal in and for quotation of all the Shares already issued, the New Shares and the Shares that may be issued pursuant to the exercise of the Options granted or to be granted under the Boardroom ESOS on the SGX-ST. Such permission will be granted when the Company has been admitted to the Official List of the SGX-ST. Acceptance of applications will be conditional upon, inter alia, permission being granted to deal in and for quotation of all the issued Shares of the Company and the New Shares. Moneys paid in respect of any application accepted will, subject to applicable laws, be returned, without interest or any share of revenue or other benefit arising therefrom and at the applicant’s own risk, if the said permission is not granted. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Invitation, the Company, its subsidiaries, the issued Shares, the New Shares or the Shares which may be issued pursuant to the Boardroom ESOS. The Directors individually and collectively accept full responsibility for the accuracy of the information given in this Prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other material facts the omission of which would make any statement in this Prospectus misleading. Neither the Company, the Manager nor the Placement Agents is making any representation to any person regarding the legality of an investment in the Shares by such person under any investment or other laws or regulations. No information in this Prospectus should be considered as being business, legal or tax advice. Each prospective investor should consult his own professional or other advisers for business, legal or tax advice regarding an investment in the Shares. No person has been or is authorised to give any information or to make any representation not contained in this Prospectus in connection with the Invitation and, if given or made, such information or representation must not be relied upon as having been authorised by the Company, the Manager or the Placement Agents. Neither the delivery of this Prospectus and the Application Forms nor the Invitation shall, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change in the affairs of the Company or the Group or in any statement of fact or information contained in this Prospectus since the date of this Prospectus. Where such changes occur, the Company may make an announcement of the same to the SGX-ST. All applicants should take note of such announcement and, upon the release of such announcement, shall be deemed to have notice of such changes. Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon as, a promise or representation as to the future performance or policies of the Company or the Group. This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied upon by any persons other than the applicants applying for the New Shares or for any other purpose. This Prospectus does not constitute an offer or invitation or solicitation to subscribe for the New Shares in any jurisdiction in which such offer or invitation or solicitation is unauthorised or unlawful nor does it constitute an offer or invitation or solicitation to any person to whom it is unlawful to make such an offer or invitation or solicitation. Copies of this Prospectus and the Application Forms may be obtained on request during business hours, subject to availability, from:– Vickers Ballas & Company Pte Ltd 30 Raffles Place #07-00 Caltex House Singapore 048622 and from members of the Association of Banks in Singapore, members of the SGX-ST and merchant banks in Singapore.


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https://links.sgx.com/FileOpen/Board.ashx?App=IPO&FileID=3012



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