Business Overview

6. INFORMATION ON IFCA GROUP 6. INFORMATION ON IFCA GROUP 6.1 History and Background IFCA was lncorporated in Malaysia on 20 November 1997 uDder the Act as II private limited company WIder the name of Software Online Sdn Dhd. The Company was incorporated following an internal restructuring exercise whereby all the local businesses and the entire R&D operations oflFCA (Asia) were transferred to the Company. On 4 July 2002, it assumed its present nllme lind was subsequently converted to a public company on 27 July 2002. The Company is principally involved in R&D and selling of enterprise-wide inlegnlted business solutions. This was in line with the Government’s initiatives in the formation of the MSC partly to promote local R&D and the push to export local software products overseas. As IFCA was well poised to fulfill its own and the Malaysian Government’s initiatives, it was accorded MSC status on 22 January 1998 by the MDC, the governing body of the MSC. With it. the Company enjoys a series of incentives, including corporate tax exemption, funding exemption, flexible movement of skilled IT professional from its overseas offices etc. MDC had vide its letter dated 23 April 2003 informed IFCA that the extension of the tax exemption has been approved by authorities concerned for another five (5) years to 31 January 2008. Over the past five (5) years, the Company has successfully researched and developed five (5) industry-specific software solutions namely; Property Plus, Contract Plus. Loans Plus, ERP Plus and D’Resort, which were successfully launched and well accepted by the market. The history of fFCA’s products can be traced back to the establishmenl of IFCA (Asia) in April 1987 by its CEO, Yong Keang Cheun. who saw tbe potential and niche to be fulfilled in (he market. IFCA (Asia)’s principal activity then was 10 develop fully integrated niche application software with co~lete functionality catering to the: specific industries. which were lacking in the market. The software incorporates the full from~nd functionality with the accounting backend in a single “one-vendor” solution. This software approach effectively eradicates duplication of work and provides businesses with a much bener manage~m tool to enhance efficiency and increase competitive edge. The success relating to the launches of D’Developer (for the property developrnem and management industry). D’Project (for constrnction and engineering industry). O’Hotel and D’Club (for hotel and club industry) were clear indications of the Company’s software development capability and the market potential. During the initial years, IFCA (Asia)’s primary focus was the development of software solutions targeted for the local property industry. D’Developer was the first product and was connnercially launched in 1989, to meet the needs of both the property development and management companies for an integrated business solution. Since then, in fulfilling the market needs. IFCA (Asia) has progressively researched and developed an additional range of products, catering to the other industries such as hospitality (club, hotel and resort) and constrnction and engineering industries. IFCA (Asia)’s profitability since 1994 has proven that there is market potential in its products. Since its incorporation and up until 1998, IFCA (Asia) has successfully distributed approximately 3,300 user liceuses. IFCA, which bas assumed the role of IFCA (Asia), has since its inception in 1997, successfully distributed its software solutions to approximately 14,300 users. IFCA (Asia) connnenced business in the Klaog Valley and to date. the business operatioos of the IFCA Group remain principally in Malaysia. In 1993, having est:lblished its preseoce in Malaysia, lFCA (Asia) and subsequently the lFCA Group extended its business reach and began distributing its products and services in Singapore and subsequently (0 other overseas market. The distribution of the Group’s products in overseas cOWltries is carried out through IFCA Software. On 26 July 2002, both IFCA and lFCA Software entered into a Master Distributorship and RescUer AgreemeD( 10 formalise all business arrangements \.Vim regards to the distribution of the Group’s sofh\’are products in all jurisdictions, other than in Malaysia and PRC, on a non-exclusive basis. The operations in Malaysia and PRe will continue to remain under the domain of IFCA. 6. INFORMAnON ON IFCA GROUP (con/’d) IFCA (Asia), IFCA Consulting Sdn Bhd (the romJer trading arm of IFCA (Asia» and lFCA Group have, over the years, had successful business alliances with major international computer corporations such as IBM, HP. Microsoft and Xen Business Solutions Sdn Bhd (for treasury management) and has won numerous awards in recognition of its contributions in the ICT industry as follows:­Award/ReeD Dillon 1994 Year IBM Business Panners’ Leadership Award ‘ Top IBM RISC SYSlem/6000 Business Partne?
IBM Application Solution Award1 IBM Exemplary Customer Satisfaction2 PIKOM IT Award (fOf D’Hoteli ­Malaysian IT Product of the Year 1997 PIKOM IT Achievement Award’ 1999 Microsoft Independent Software Vendor Partner• Microsoft Certified Solution Provider’ 2000 Microsoft Certified Solution Provider ­Special Recognition Award· 2001 Microsoft Partners Award 1.0<.1 Independent Software Vendor of the Year• Microsoft Partner Excellence Recognition Award· 2002 1995 IBM Business Partners’ Leadership
For achieving the most unit sales ~om now Award” customers in a year. For outstanding market acceptance, IBM Business Partner Application Solution Awardl Description of Award/Recoe:nition For achieving the most unit sales from new customers in a year. For achieving the most unit sales for the IBM RISC Systeml6000 in a year, For outstanding market acceptance. For achieving high customer satisfaction (85 per cent and above). Fo, locally developed “‘d commercially available product which has contributed to the advancement ofthe localler induslry. For contribution to the promotion of usage of IT “,d th’ developmenl of the IT industry in Malaysia. ,For successfully developing business application on Microsoft operation system and database, In recognition of demonstrated expertise and commitment to providing outstanding business solutions based on Microsoft products, ,Fo, successfully developing business application on Microsoft Windows. For successfully embedding Microsoft product into IFCA’s applicalion software and selling of MS licenses. Fo, ilS international marketing effon on prom()(ing and selling its local applicallon software solution in four (4) continents globally, namely Asia, Australia. Africa and Europe.
IVttta: This ” ….ard I<‘as glwn 10 /FCA S}’Sfems (KL) Sdll 8M., These a….ards were givell W IFCA (Asia). , These awards were giwa to IFCA COllsultillg &ill 8hd (the former trading “rm of JFCA (Asia)) which is /lOW dormam alld does nm[ann part o[the Group. These awards were give/llo IFC4,
6. INFORMATION ON IFCA GROUP (conl’d) IFCA Group has grown to become a specialist business solutions provider for property development and management, construction and engineering. tlospitality, finance and leasing, manufacturing and distribulion indusrries. To date lFCA Group has provided its software and services to approximately 14,300 licensed users over IWdve (12) countries spanning across foW’ (4) continents namely Asia, Europe, Africa and Australia. After the internal restructuring in 1997, IFCA assumed the full responsibility of software R&D and became the backbone of the Group. Its first mission was to redevelop and enhance lhe fleet of software soLutions using Ihe latest technologies. IFCA started the Windows-based software development since its inception. Over the pasl five (5) years, IFCA has successfully laWlched the new generation of software solutions for the property development and management industry (Property Plus), construction and engineering industry (Contract Plus) and hospitality industry (O’Resort). fn addition to the successful redevelopment and enhancement of the core fleet products, IFCA also successfully added duee (3) new products to its fleet of products. They are Loans Plus for the finance and leasing industry, ERP Plus for the manufaclUring and distribution industry, Knowledge Plus for knowledge management aDd CRM. CRM is now incorporated as an integrated module in the fleet of products. To date, IFCA has approximately 14,300 licensed users of which approximately 11,000 licensed users were added since the launching of the new generation software in 1998. The Group has also managed to remain profitable despite Ihe technological changes and the Asian financial crisis in 1997 and 1998. The philosophy of IFCA has remained unchanged and that is to provide Ihe markel wilh quality niche enterprise. wide, integrated and collaborative software solutions. Its proprietary standardised software with complete and comprehensive functionality are primarily focused in five (5) main induslries namely, I) property development and managemenr; 2) construction and engineering; 3) hospitality; 4) ftnance and leasing; and 5) manufacturing and distribution. IFCA’s software is designed with comprehensive industIy specific functionality, easy to use and maintains great :scalability to achieve significant cost-saving opportunities through improved efficiency, productivity and better management control. It also provides services in conjunction with the sale of tbe Group’s products, such as training and implementation, software support, customisation, sale of compmer hardware and networking, and hence can be classified as a “tI.Ullkey” software solutions provider. IFCA has nine (9) subsidiary companies. Below is a graphical presentation of the Group srructure:-IFeA
85.7%~–­”‘” “.'” “”‘ \ IFCAT IFCA(JB) I IFCA (Sab.h) II IFCAS I ~'” “.'” “.'”” ””” IFCAIFCANOSB (Panallg) I_·k.) •
6. INFORMATION ON IFCA GROUP (con,’d) 6.2 Share Capital and Changes in Share Capital The Company has an authorized share capital of RM50,000,000 comprising 500,000,000 Shares and an issued and paid-up capital ofRM20,377,OOO comprising 203,770,000 Shares. The details of the changes in the Company’s issued and paid-up share capital since its date of incorporation are set out below:­nate of Allotment 20.11.1997 02.05.1998 06.05.1998 24.03.2003 30.05.2003 30.05.2003 No. of Shares 3 1,149,997 1,000,000 12,450,000 5,777,000 203,770,000 Par Value (RM) 1.00 1.00 1.00 1.00 1.00 0.10 Consideration  Total  (RM)  Cash I Subscriber’s shares  3.00  Cash  1,150,000.00  C~h  2,150,000.00  Bonus Issue·  14,600,000.00  Property Acquisitions  20,377,000.00  Sub-division of RMI.OO par value to  20,377,000.00  RMO.IO nar value
• On the basis ofapproximately 5.79 new ordinary shares for every one (1) existing ordinary share held in the company via capitalisation of RM12,450,OOO from the audited retained earnings account of the company as at 31 December 2002. Upon completion of the Public Issue, the enlarged issued and paid-up capital of IFCA will be RM27,620,OOO comprising 276,200,000 Shares.
6.3 Share Options The Company has established an ESOS in conjunction with its listing on the MESDAQ Market. This entails the issue of options for the subscription of new Shares by eligible directors and employees of the Group. Further details on the ESOS are disclosed under section 6.5 of this Prospectus. Save as disclosed above, as at the date of this Prospectus, no person has an option or is entitled to be given an option to subscribe for any Shares ofthe Company or its subsidiary companies.
6.4 Listing Proposal (a) Bonus Issue IFCA implemented a Bonus Issue of 12,450,000 new ordinary shares of RM1.00 each to the existing shareholders of IFCA on the basis of approximately 5.79 new ordinary shares for every one (l) existing ordinary share held in the Company via the capitalisation of RM12,450,000, from the audited retained earnings account of the Company, as at 31 December 2002. The Bonus Shares rank pari passu with the then existing shares of the Company in all respects. The Bonus Issue was completed on 24 March 2003. Following the completion of the Bonus Issue, the issued and paid-up share capital of IFCA increased from RM2, 150,000 comprising 2,150,000 IFCA ordinary shares of RMl.OO each to RM14,600,OOO comprising 14,600,000 IFCA ordinary shares ofRM1.00 each. 6. INFORMATION ON IFCA GROUP (cont’d) (b) Property Acquisitions The Property Acquisitions comprise ofthe following transactions:­(il IFCA had on 29 luly 2002 ,nte”d ;nto a conditional ,,1, and puccha” ag”ement with IFCA (Asia) to acquire the shop office situated on the land held under H.S. (D) 215180 P.T.D. 100395, Mukim Pelentung, Daerah Johor Bahru, Johor (“Johor Property”) for a purchase consideration of RM750,000, which was satisfied by the issuance of 750,000 new IFCA ordinary shares ofRMl.oo each at par; (ii) IFCA had on 29 July 2002 entered into a conditional sale and purchase agreement with IFCA (Asia) to acquire the shop office identified as Parcel No. 2-5, Level 3, Plaza Pulau Tikus, Pulau Pinang (“Penang Property”) for a purchase consideration of RM427,000, which was satisfied by the issuance of 427,000 new IFCA ordinary shares of RMI.OO each at par; and (iii) IFCA had on 29 July 2002 entered into twelve (12) conditional sale and purchase agreements with IFCA (Asia) to acquire 2 units of shoplots identified as parcel nos. F17­GF and FI8-GF and 10 units of office lots identified as parcel nos. F17-Ll, FI7-L2, F17­L3, F17-L4, F17-L5, FI8-Lt, FI8-L2, F18-L3, F18·L4 and FI8-L5, an located within Prima Square, Petaling Jaya, Mukim of Sungai Buloh, District of Petaling, State of Selangor (“Selangor Property”) for a total purchase consideration of RM4,6oo,000, which was satisfied by the issuance of 4,600,000 new IFCA ordinary shares ofRMl.oo each at par. The purchase considerations for the Property Acquisitions were arrived at based on the market value as appraised by an independent valuer, Messrs. Colliers Jordan Lee & Jaafar. The Property Acquisitions were completed on 30 May 2003. Upon the completion of the Property Acquisitions, the issued and paid-up share capital of IFCA increased from RMI4,6oo,000 comprising 14,600,000 IFCA ordinary shares of RMI.OO each to RM20,377,000 comprising 20,377,000 IFCA ordinary shares ofRMl.oo each. (c) Share Split Upon the completion of the Property Acquisitions, every existing one (1) ordinary share of RMl.OO par value each in IFCA was subdivided into ten (10) new ordinary shares of RMO.l 0 par value each. The Share Split was effected on 30 May 2003. Following the completion of the Share Split, IFCA’s issued and paid-up share capital is RM20,377,000 comprising 203,770,000 IFCA Shares. (d) Rationalisation ofShareholding Structure Upon completion of the Share Split above, a shareholding rationalisation exercise was implemented on 30 May 2003 such that one of the existing substantial shareholders of IFCA (Asia), namely, Ms Ooi Bee Bee, would have a direct shareholding in IFCA instead of an indirect interest via IFCA (Asia). 6. INFORMATION ON JFCA GROUP (cont’d) The number of shares held by the shareholders of IFCA upon completion of this stage is as follows:­No. ofShares Held %ofShareholding IFCA (Asia) 183,904,762 90.25% Yong Keang Cheun 6,620.930 3.25% Yong Kian Keong 3,055,810 1.50% Ooi Bee Bee 10,188,498 5.00% 203,770,000 100.00% (e) Public Issue The initial public offering by IFCA win involve a Public Issue of 72,430,000 new Shares at an Issue Price ofRMO.20 per Share. Upon completion of the Public Issue, the issued and paid-up share capital oflFCA will be increased from RM20,377.000 comprising 203,770,000 Shares each to RM27,620,000 comprising 276,200,000 Shares. The Public Issue ofa total of 72,430,000 Shares represents 26.2% of the enlarged issued and paid-up share capital of276.200.000 Shares, and is to be allocated in the following manner:­(a) 42,810,000 Shares representing 15.5% of the enlarged share capital of 276,200,000 Shares and are available for application under private placement to selected investors;
(b) 2,000,000 Shares representing 0.7% of the enlarged share capital of 276,200,000 Shares are available for application by the public; and
(c) 27,620,000 Shares representing 10.0% of the enlarged share capital of 276,200,000 Shares have been reserved for eligible directors and employees ofthe Group.

 

6.5 ESOS In conjunction with its listing, the Company has established an ESOS of up to 30% of the issued and paid-up capital of IFCA, comprising 82,860,000 Shares, for the duration of the ESOS for the benefit of all employees and Executive Directors of IFCA Group. The salient terms of the ESOS are as follows:­1. Onthedate ofthelisting oftheCompanyonMESDAQMarket,thedirectors oftheCompany have offered Options to subscribe for up to 13,614,100 Options to the executive directors and eligible employees of the Group (“Initial Grant”). The exercise price of the Options which are the subject matter of the Initial Grant is the Issue Price of the Shares.
2. In addition to the Initial Grant, the Board of Directors of the Company may, within the duration of the ESOS, make further offers to grant Options to the executive directors and eligible employees of the Group in accordance with the ESOS By-Laws adopted by the shareholders of the Company. Any Option to be granted which is not part of the Initial Grant shall be exercisable at a price which is the weighted average market price of the Company’s Shares for the five (5) market days innnediately preceding the date on which the Option is granted with a discount of not more than 10%, which shall be determined by the directors of the Company.
3. The ESOS shall be in force for a duration of five (5) years. The new Shares to be issued upon the exercise of the Options will, upon allotment and issue, rank pari passu in all respects with existing issued and paid-up Shares of the Company, except that the new Shares will not be entitled to any dividends, rights, allotments or other distributions, the entitlement date of which is prior to the date of allotment of the said Shares. The new Shares will be subject to all the provisions of the Articles of Association of the Company.

6. INFORMATION ON IFCA GROUP (cont’d)
6.6 Information on IFCA Group The information 00 IFCA and its subsidiary companies is set out below. 6.6.1 I”formation on IFCA (a) History Ilnd Business lFCA was incorporated in Malaysia on 20 November 1997 under the Act as a private limited company under the name of Software Online Sdn 8bd. The Company was incorporated following an internal restnlcturing exercise whereby all the local business and R&D operations oflFCA (Asia) were transferred to the Coa.,any. On 4 July 2002, it assumed its present name and was subsequently convetted to a public company on 27 July 2002. The Company is principally involved in R&D of enterprise-wide business solutions.
The authorised and issued and paid-up capital of (FCA as al tbe date of this Prospectus are as foUo\\”S:­No. of S• .lr”e$  Par V.llue  AMounl  (OM)  (OM)  AUlhorised  500,000,000  0.10  50.000,000.00  Issued and Paid-Up  203.770.000  0.10  20,377.000.00
Details of the changes in the issued 800 paid-up share capital of IFCA since irs date of incorporation are as follows:­D.lte of Allotment  Ne. of Sh.lres  Par V.lue  Considention  Total  (RM)  (OM)  20.11.1997  3  1.00  Cash I Subscriber’s shares  3.00  02.05.1998  1,149,997  1.00  Cash  1.150,000.00  06.05.1998  1,000,000  1.00  Cash  2,150,000.00  24.03.2003  12,450,000  1.00  Sonus Issue·  14,600,000.00  30.05.2003  5,777,000  1.00  Property Acquisilions  20,377,000.00  30.05.2003  203.770,000  0.10  Sub-division ofRMl.oo par  20,377,000.00  value 10 RMO.IO par value
• On the basis ofapproximarely j.J9 new ordinary shares for every one (I) existing ordinary shore held in the company via capiralisafion of RMJ2,4JO.OOO from the audited retained e4rnings accQlwt ofthe company as 1Jl J J December 2002. Th~ remainder ofthis page hIlS been intentionally left blank 6. INFORMATION ON lFCA GROUP (cont’d) (c) Subsidiary and Associated CompQlfies Details of the subsidiary companies of IFCA as at the dale or this Prospectus are as follows:-NameoC Co,-play Suluidjl”i~j IFCAS NOS. LFCA (Sawh) LFCA (Penang) IFeAT PTSD (fCA (Sarawak) LFCA (J8) fFCA (Shanghai)
Date IIld Place or “corporatioll. 11.11.1997 Malaysia 16.07.1997 Malaysia 29.05.1995 Malaysia 07.09.1991 Malaysia 16.10.1997 Malaysia 05.12.1997 Malaysia
17.03.1997 Malaysia 27.08.1993 Malaysia 03.07.2002 PRe JsI~ and Paid-Up ClIpital (1\1’1) 700.000 700,000 250,000 300.000 700,000 10 300,000 700,000 USDJ46, I56.40 Effective Equity Inlerest (%) 85.71% 85.710/. 60.00% 99.99″~ 85.71,)~ 100.000/. 99.99″4­99.99″/. 100.00% Principal AClhitlel Tumkeysolulions provider. Inslallation and servicing of computer hardware and networks. Turnkey solutions pfovider. Turnkey IOlulions provider. Turnkey solutions provider. Turnkey solutions provider. Turnkey solutions provider. Turnkey solutions provider. Turnkey solutions provider. IFCA does not have any associated companies. All of JFCA’s subsidiary companies (except for NOSB) provide similar produclS but they are set up to service clients from differenl regions. (d) Employees As at 16 June 2003, IFCA bas 55 employees. 6.6.1 Information on IFCAS (4) History lind Business IFCAS was incorporated in Malaysia on II November 1997 as Project Online Sdn Bhd wxter the Act as a private limited co~y. Subsequently it adopted its present name on 10 April 200 J. IFCAS is principally a turnkey solutions provider to the property and proj eet management based industries for -ccntral region of Peninsular Malaysia. I 6, INFORMATION ON IFCA GROUP (conl’d) (b) Shllre Capital The authorised and issued and paid-up capital oflFCAS as at the date of this Prospectus is as follows:­No. or Shues  Plr Value  Amount  (RM)  (RM)  Authorised  1,000.000  1.00  1.000,000.00  Issued and Paid-Up  700.000  1.00  700,000.00
Details of the changes in lhe issued and paid-up share capical of IFCAS since ilS date of incorporation are as follows:­Dl.loI! of Allolmenl  No. of Sh…n  Plr V.I,”,  C••sidtnllon  T…,  (Rl\1)  (RM)  11.11.1997  ]  1.00  Cash I Subscriber’s shares  ].00  23.01.1998  99,997  1.00  Cuh  100,000.00  28.08.2001  600,000  1.00  Cash  700,000.00
(c) Subsidiary lind Associated Compunies IFCAS does nOl have any subsidiary or associated companies. (d) Shareholders As at the date of this Prospectus, the shareholders of IFCAS are as follows:· Shareholder No••fShlrfl IFCA 600.000 85.7 Yong Keang Cheun 70.000 10.0Y’?l.li.Kian ~eong “‘,000 ..] Total 700.000 100.0
(e) Employees As at 16 June 2003, lFCAS has 60 employees. 6.6.1 In/ormation on NOSB (a) History and Business NOSB was iDcorporaled in Malaysia on 16 July 1997 under the Act as a private limited company. NOSe is principally involved in the installation and servicing of compuler hardware and networks. 6. INFORMATION ON IFCA GROUP (con/’d) (b) Share Capital The authorised and issued and paid-up capital of NOSB as at the date of this Prospectus is as follows:­No.ofShare5  Pili V.IIM  Amount  (RM)  (RM)  Authorised  1.000,000  1.00  1,000,000.00  Issued and Paid·Un  700,000  1.00  700,000.00
Details or the changes in the issued and paid·up share capital of NOSB since its date of incorporation are as folJows:­Date of Allotmnf  No. of Shares  Pal’Vallt’  Consideration  Total  (RM)  (RM)  16.07.1997  2  1.00  Cash I Subscriber’s shares  2.00  06.11.1997  99,998  1.00  Cash  100,000.00  28.08.2001  600,000  1.00  Cash  700,000.00
(c) Subsidiary lind AssoriateJ/ Companies Nose docs not have any subsidiary or associated companies. (d) Shareholders As at the date or this Prospectus, ~ shareholders ofNOSB are as rollows:· ShanhoJdfr  No. of Shares  Slurellolding W.)  !FeA  600,000  85.7  Yon& Kcang Cheun  70,000  10.0  Yoo&. Kia”!’_.f:’..l:?ng  30,000  4.3  T~al  700,000  100.0
(r) Employees As at 16 June 2003. NOSB has 16 employees. 6.6.4 t”formation on IFCA (Sabah) (a) History and Business IFCA (Sabab) was incorporaled in Malaysia on 29 May 1995 as IFCA (Sabah) under lhe Act as a private limited company. Subsequently on 18 October 1996, IFCA (Sabah) changed its name to IFCA Information Systems Sdn Bhd. It later adopted its presenl name on 23 September 1997. IFCA (Sabah) is principally a turnkey solutions provider in Sabah, Labuan and Brunei. 6. INFORMATION ON IFCA GROUP (conl’d) (b) Share Capital The authorised and issued and paid-up capital of IFCA (Sabah) as at the date of this Prospectus is as follows:­No. of Sblres  P.ar V.ahu~  Amounl  (RM)  (RM)  Aulhoriso:t  500,000  1.00  500.000.00  Issued and Paid·UD  250.000  1.00  250,000,00
Details of the changes in Ihe issued aDd paid-up share capital of IFCA (Sabah) since ils date of incorporation are as follows:­0.1.. of AllolIMnl  No. of S’.arn  Par V.I…  COIlsidentio_  TOIaI  (RM)  (RM)  29.05.1995  2  1.00  Cash I Subscriber’s shares  2.00  20.06.1995  99,998  1.00  Cash  100,000.00  16.07.2002  150,000  100  Cash  250,000.00
(e) Subs/diary and Associtlted Companies IFCA (Sabah) does not have any subsidiary or associated companies. (d) Share/.o/tlers As at the date ofthis Prospectus, the shareholders ofIFCA (Sahah) are as follows:-
IfCA  150,000  W.O  Yong K”ng Cheun  80.000  32.0  _YDng.Kian Keong  20,000  .8.0  Total  250,000  tOO.O
M Employees As at 16 June 2003, JFCA (Sabah) has 8 employees. 6.6,$ Informtltion on IFCA (Penang) (a) History and Business lFCA (Penang) was incorporated in Malaysia on 7 Seplember 1991 as IFCA Trading Sdn Bbd under the Act as a private limited company. Subsequently on 12 November 1991, it changed its name to lFCA Technology Sdn Bhd. It later adopted its present name on 29 May 1993. IFCA (Penang) is principally a lUmkey solutions provider in the northern region ofPeninsuIar Malaysia. 6. INFORMATION ON IFCA GROUP (t:oll.t’d) (b) Share Capital The authorised and issued and paid-up capital of IFCA (Penang) as at the date of this Prospectus is as follows:­No. of Shuts  Par Value  Amount  (RM)  (RM)  Authorised  500,000  1.00  500,000.00  Issued and Paid-Up  300,000  1.00  300,000.00
Details of the changes in the issued and paid-up share capital of IFCA (Penang) since its date of incorporation are as follows:­Dale of AlIOlJMnl  No, of Sbarfl  Par Val.C’  COJISideralion  Total  (RM)  (RM)  07.09.1991  10  1.00  Cash I Subscriber’s shares  10.00  28.08.2001  299,990  1.00  C>;h  300,000.00
(t:) SubsidiarJ’ and Associlll(!d Compllnit’S LFCA (Penang) does not have any subsidiary or assoclated companies. (d) Shareholders As at the dale oflhis Prospectus, the shareholders oflFCA (Penallg) art: as follows:­Shareholder No. of Shares Shartholdlllg (e;.) IFCA 299,990 99.9 Yong Keang Cheun 8 .’ Yong Kian Kcong 2 .’ Total 300,000 100.0 • Less/han 0.1% (e) Emplu)’ees As at 16 June 2003, IFCA (Penang) bas 12 employees. 6.6.6 Information on IFCAT (a) History lind Business [FeAT was incorporated in Malaysia on 16 October 1997 as Reson Technology Sdn 8hd under the Act as a private limited company. Subseqllenlly it adopted its present name on 8 February 200 1. IFCAT is a turnkey solutions provider [0 the hospitality and finance and leasing industries. 6. INFORMATION ON IFCA GROUP (conl’d) (b) Share Capital The authorised and issued and paid.up capital of IFCAT as al the date of this ProspecTUs is as follow§:­No. of Sharrs ,., V.lu~ AmoulIl (RM) (RM) 1,000,000 I,QO{),ooo,OOAuthorised 1.00 Issued and Paid-Un 1.00
700,000 700,000.00 Details of the changes in the issued and paid-up share capital of [feAT since ils dale of incorporation are as follows:-Datr of Allormwi  No. of Shares  Par Value  Consideration  TOIlI  (RM)  (RM)  16.10.1997  3  1.00  Cash’ Subscriber’s shares  3.00  23.02.1998  99,997  1.00  Cash  100,000.00  28.08.2001  600,000  1.00  Cash  700,000.00
(e) Subsidiary and Associllted Compon;a IFCAT does not have any subsidiary or associated companies. (d) Shareholders As at the date of this Prospectus, the shareholders oflFCAT are as follows:-Shartholdtr  No. of Sharu  Shlr~holdlng(-J”.)  IFCA  600.000  85.7  Yong Kcang Cheun  70,000  10.0  .:x.~..s Kian K~g””  JO,{)QQ..  …~4_  Total  700,000  100.0
(e) Employees As at 16 June 2003, lFCAT has 6 employees. 6.6.7 In/ormation on PTSB (a) History and Business PTSB was incorporated in Malaysia on 5 December 1997 as O’Developer Software Sdn Bhd under the Act as a private limited coJ11Xllly. Subsequently, on 20 July 2000. it chan.ged its name to lFCA Dot Com Sdn Bhd. It adopted i.ts present name on 27 July 2oot. PTSB is principally a turnkey §olutions provider. 6. INFORMATION ON IFCA GROUP (cont’d) (b) Share Capital Tht: authorised and issued and paid-up capital of PTSB as al lhe dale of Ihis Prospecrus is as follows:­No. of Skares Par Value Amou.t (RM) (RM) 100.000 100.000.00 Issued and Paid·Uo 100 Authorised 100 to 10.00 Details of the changes in the issued and paid-up share capital of PTSB since its date of incorporation are as follows:· Date of Allofmtnt  No. of Sh.ru  Par Value  Consideration  Toeal  (Rl\I)  (RM)  05,12.1997  10  1.00  Cash I Subscriber’s shares  10.00
(c) Subs/diary and Associated Companies PTSB does not have any subsidiary or associated cOrJ1lanies.
(d) Shardolders PTSB is a wholly-owned subsidiary of IFCA. (e) Employees As at 16 June 2003, PTSB has 11 employees. 6.6.8 Information on [FCA (Sarawllk) (a) JIistory and Business IFCA (Sarawak) was incorporated in Malaysia on 17 March 1997 under the Act as a private limited company. IFCA (Sarawak) is principally a turnkey solutions provider in Sarawak. (b) Share Capital Tile authorised aDd issued and paid-up capital of IFCA (Sarawak) as at the date of this Prospectus is as folJows:­No. ofSlinK hr VallK’ Amoll.t ‘AM) (RM) Authorised 100500,000 500,000 Issued and Paid-Up 100300,000 300.000 6. INFORMATION ON IFCA GROUP (eont’d) Details of the changes in the issued and paid-up share capital of IFCA (Sarawak) since its date of incorporation are as follows:­Date of Allormenl  No. or S-‘arQ  P.r V.l.e  Conslderallo.  Total  (RM)  (RM)  17.03.1997  2  1.00  Cash I Subscribers’ shares  2.00  29.09.2000  8  1.00  Cash  10.00  28.08.2001  299.990  1.00  Cash  300,000.00
(l’) Subsidiary and Associated Complmies IFCA (Sarawak) does not have any subsidiary or associated companies. (d) Shareholders As at the date ofthis Prospectus, the shareholders of lFCA (Sarawak) are as folLows:­Shareholder IFCA Yong Keang Cheun .Yong Kian Keong Total  No. 0′ Shues 299,990 8 2 300,000  Shareholdinl (%) 99.’ -• -. 100_0
• US$I!Jan 0./% (e) Employees As at 16 June 2003. IFCA (Sara’Wak) has II employees. 6.6.9 Ill/ormat;oll on IFCA (JB) (II) JJ;~·tory lind Bus;lIess IFCA PB) was incorporated in Malaysia on 27 August 1993 Wlder the Act as a private limited company. IFCA (JB) is principally a turnkey solutions provider in the southern region of Peninsular Malaysia. (b) Share Capitlll The authorised and issued and paid-up capital of IFCA (JB) as at the date of this Prospecrus is as follows:­No.orSbrl’ll  Par Val\W  Amo••(  (RM)  (RM)  Autlloriscd  1,000,000  1.00  1.000,000.00  Issued and P3.id·UD  700,000  1.00  700,000.00

Details of the” changes illihe issued and paid-up share capital of IFCA (J8) since its date of incorporation are as follows:­Date or AJlolnlnl  No. of Shares  P.r V.lu.e  Co.siderililion  Toll)  (RM)  (RM)  27.08.1993  2  1.00  Cash I Subscriber’s shares  2.00  28.08.2001  699,998  1.00  Cash  700.000.00
6. INFORMATION ON IFCA GROUP (cont’d) (c) Subsidiary and Associated Companies IFCA (JB) does not have any subsidiary or associated companies. (d) Shareholders As at the date of this Prospectus, the shareholders ofIFCA (JB) are as follows:~ Shareholder  No. of Shares  Shareholding (-J..)  IFCA  699,998  99.9  Yong Keang Cheun  I  •  ..Yo:tlR.IC.ianI:’.t(}ng  I  •  Total  700.000  100.0
.. Less than 0./% (e) Employees As at 16 Jtme 2003, IFCA (JB) has 10 employees. 6.6.10 Information on [peA (Shanghai) (a) History and Business IFCA (Shanghai) was incorporated in PRC on 3 July 2002. The company was formed primarily to undertake research, design and development of its core industry specific solution. It will be the turnkey solutions provider for PRe. (b) Share Capital The registered and paid-up capital ofIFCA (Shanghai) as at 16 Jtme 2003 is as follows:­Amount  (USn)  Registered Capital  500,000.00  Paid-Up  346,156.40
Details of the changes in the issued and paid-up share capital of IFCA (Shanghai) since its date of incorporation are as follows:~ Date of Allotment  AmounC  Consideration  Total  (USD)  (USn)  31.07.2002  21,000.00  Cash  21,000.00  14.10.2002  10,000.00  Cash  31,000,00  01.11.2002  30,000.00  Cash  61.000.00  09.12.2002  10,000.00  Cash  71,000.00  20.12.2002  59,000.00  Cash  130,000.00  31.12.2002  10,000.00  Cash  140,000.00  03.03.2003  78,740.15  Cash  218,740.15  19.03.2003  52,493.44  C~h  271,233.59  09.05.2003  74,922.81  C~h  346,156.40
6. iNFORMATION ON IFCA GROUP (cont’d) (e) Slibsidillry lind Associated Companies IFeA (Shanghai) does not have any subsidiary or associated companies. (d) Share/rolders IFCA (Shanghai) is a wholly-owned subsidiary oflFCA. (e) Employees As at 16 June 2003, IFCA (Shanghai) has 19 employees. The remainder ofthis page has been intentionally left blank 6. INFORMATION ON IFCA GROUP (cont’d) 6.7 Sunmtary of Landed Properties The Group owns the following landed pr~nies:·
TltklLo<-..tion  D6cripdoDl Exuti_ Ule  Registtrftl o,.·ntr  ACto’ O.i1ding I\’tars)  Lud / BIIIII· Up Arts  Ttaurt  Ntl Book Val.t 15 at 31_12.2002 I~t)  Originl eM’ (RMl  Jo.or~rty 4-slOJ”ty shop offict at 31. Jalan Pennas Ion. Taman Pmnas Jaya, 81750 Johor Bahru, JohoI’U  GrOWld floor -JB offict 1″,2′” and]r1II -tm.amed  lFCA (Asia)””  8  1.920 squart ””  ,””””.  ~ ,~  750.000  PnlfI,., Propury Shop office at 441·2·5, Pulau TikU$ Plua, JlIan Burmah, 10350 Pen.ang’OlW,l  PmangofTIce  Devdoper -Pelita Abadi Sdn 8hd  6  136.85 “l=’ ~,=  Freehold  ~ ,.  427,000  5nfl,.,or hopD1y 2 units ofshoplots and 10 units of officelots all7 and 19. Jalan PJU1142A, DaUltlln Prima. 47301 Petaling Jaya, Selangot-‘IQ,I  Headoffict  Devefoper-Puncak Kencana Sdn 8hd  4  20,)11 “l’~ (“,  Freehold  ~,.  4,600,000  Ap.tnment [)’G-38, Block Rapis, Pangsapuri Las Palnus, Jalan Desa Ria. Bandar Counuy Homes. 48000 Rawang, SclangotJfDil  Voc,,”,  “””‘-­T~. lk\”clopmmt Sdn BM  3  ‘” squarer”,  FC<d>ol.  81.908  88.800  Unil I_I in a 4·storey shop office at 2·1. Jalan Desa 915, Bandar Country Homes, 48000 Rawang. SelangotJ(IoIJ  Pending handover of vacant possesSIon  Developer -Taneo Development Sdn 8M  1.629 square ‘oe’  Freehold  280,178  291.800  Apanment at parcellunil No.6. Type 013, Slorey No.5. Building No. Block G, Pan Dickson. Negeri Sembilanro (/11/  Vacant  Developer-Under Ascentland Sdn conscruction 8hd  67 square meters  Freehold  86,469  110,000  3-stOle)’ shop office al 33. Jalan Malahari Z USIZ, 5eksyet1 US. Sungai Buloh, Satu 3.40170 Shah Alam, Selanl.!.ofJ~  Vacant  Proprietor -Permodalan Negeri Selangor Berhad  6  1.760 square ‘oe’  99 years (expiring 25.1.2095)  412,516  468,000
NOles; The i’ldiwduaf Slrala lillf!foretu:h oflhue propen~shasyn 10 ~ IUUed These proper/ies “-eft’ acquired by IFCA fro”, /FCA (Asia) purSUlllll 10 ” res’fUuuritlg uercise thul “·OS complewJ prior 10 Ihe issue of this ~. Further dnoiJ!l 011 lhis Properly Acqllisl’liQ”s 11ft prol’ided “tlder seclion 6..1 (b) of lhU ProSp«lll$. Prior to ,he tJajuisition, timepropeflies were htldfor invest_nl by IFCf (..4Jill). TIr#: purchau priu for dlese properties we” detumintd blued 011 all itldt!peni/Ufl “ofUlllion prepared by 0 fintl of professional ‘Tlluers, Menrs. Colliers JortfOfl Lee d Jallfar ill JUN 1001. 17Ie ,’U/llniiOfl unificola from the professional ”Ollius aft’ e7tcfOMd Ilndu sn:Iioll 13 ufllli!l Prosp«tus. 11te abo.’f! propenies were IrtmSjerred 10 lIIe Graup ifl sel/femeflt of .rode debls ilt 1M ordi/Ulry COUTse ofblIsinns. No ft’o’flIUllllofl uerclse was CQnied au! 01’1 thae propr!f1its. 11Ir Qcqllisifions oldie praprnies _re complt’:led ill 1003 alld will ollty bt Illrorparoted III IFCA·s jilwlln”aJ statemOlIS jor Ihe FY£ 100J. T1le mrmorandlUll oltrollSfer itl respect of the trollsfer 01 dlis property lrom IFCA (AJilJ) 10 IFCA was pre.setlled for regislrO/ioll 01 the lOlJd offir:e 01111 March 1003 alld is pefldinl reglSlrorion. 59 6. INFORMATION ON IFCA GROUP (cont’dj 6.8 Products IFCA’s products are designed and developed solely by IFCA’s internal resources. The software solutions are designed on “plug-in” modular architecture. Plug-in modular architecture allows greater ease and timely creation of functional solutions besides providing customers with a higher degree of flexibility and scalability. Together with a limited amount of customisation, this plug-in modular architecture allows the Company to deliver tailor-made business solutions in a cost effective manner. The scalability of the IFCA products allows the Company to target customers of different scales and sizes. IFCA believes that the key differentiations in IFCA’s products are the industry specific functions and features and technologies incorporated into the software to cater for the fast changing needs of the industries and the increasing competitive business environments. Other than its enterprise-wide integration and complete functionality, its solutions are now embedded with ”push technology” and DNS which are capable of providing users with pro-active, event-driven real-time “Alerts” for them to take immediate action compared to the ttamtional “transaction-based” processing whereby users can only act upon reports generated on a periodic basis. TIle management believes this is where IFCA is leading the industry with technology required by the demands of the respective industries. IFCA currently offers software solutions for five (5) main industries:­I. Property development and management 2. Construction and engineering
3. Hospitality
4. Finance and leasing
5. Manufacturing and distribution

6.8.1 Property Development and Management The IFCA Property Management Information System comprises Property Plus. The IFCA Property Management Information System or Property Plus is a fully integrated business application designed specifically for property companies. It is a comprehensive business software solution that caters for the demands of property development, construction and property management. It is a solution that helps to improve revenue, cash flow, better control and enhance customer services. It incorporates a whole range of industry·related functions that can either be implemented independently or integrated with other IT systems based on the requirements of the customer. Property Plus is made up of six (6) major components i.e.: Property Management Property Plus is a comprehensive property management software covering campaign management, tenancy administration, customer services management, billing and collection and building maintenance. Property Sales Property Plus has complete built-in functionality to ensure proper recording of each sale and its subsequent billing and administration. It supports multi-company, multi-projects and unlimited property types. It tracks and measures the effectiveness of sales campaigns and staff performances. Construction Management Property Plus construction management software allows for the monitoring of project budgets. defme project schedules, select and award contracts, manage contractors’ performance, monitor construction schedules and control project cash-flows. 6. INFORMATION ON IFCA CROUP (cont’d) Financials and Project Accounting The financial modules wilhin Property Plus is a comprehensive multi-company, multi­currency accounting software specifically designed and developed to ensure a fully effective and efficient infomtation management system. Property Plm delivers complete fmancial. manngement and activity-based project accounting functionalities. Property Plus is designed to cater for the dlfferent taxation requirements in different countries such as Value-Added·Ta:<, Government Service Tax, Sales Tax. etc. The taxation criteria are user definable to meet local tax requirements. CRM Property Plus CRM modules integrate the entire company machinery by aUlontating marketing, sales, customer services, engineering and quality assurance processes to help boost revenues, enhance customer satisfaction, increase productivity, improve product quality and reduce costs. Business Intelligence Business Intelligence integrates data available throughout an organisation and helps the organisation gain competitive advantage by converting data into a personalised intelligence. Push Technology Push Technology is a new melhod of information distribution. Instead ofhaving to go out and “pull” information from the system, the infomution that is needed is “pushed” to the user according to their instructions. Business issues or works that require urgent 3nention, acrion 300 decision are delivered to the user online. The desired information or workflow for each business area can be pre-detennined and defined as business procCSSt:s. Eacb business process is associated with business rules and rouring speCification. Business rules are defined as conditions with logical operators and dynamic data sowces. Once the business conditions are satisfied, relevant informacion or works will be channeled automaticaJly to pre-detennined personnel based on pre-defmed routing specification. 6.8.2 Construction and engineering The IFCA Construction Management lnformation System comprises Contract Plus. Contract Plus is an enterprise-wide fully integrated business solution designed specifically for engineering and construction related companies. This is a co~rehensive business software solution that covers estintating, tendering, contract management, projecl management, work scheduling, sub-contracting, material management, labor management. planl and machinery management, project costing and fInancial accounting. The software allows for the monitoring of contract/project budgets, derme project schedules, select and award sub-contracts, manage sub-contractors perfomunce, track material requirements and usage, monitor labor work-plans. plant and machinery usage, monitor contract implementation schedules and control project cash-flows. The 6 major components within Contract Plus include:­Pre-Tendering The pre-tendering process involves the preparation of tender documents and securing these project tenders. To ensure that the lender documents are prepared on rime, a bills of quantity library can be maintained. It is directly integrated to tbe Purchase Order module to acquire the latest market rate for each component. The system keeps track of the process ofsubmitting and revising tender rates as well as maintains a history of previously tendered projects. 6. INFORMATION ON IFCA GROUP (cont’d) PWit-Tendering Wheo a teoder is awarded, aU infonnatioll gathered within the Pre-Tendering process is transferred to the Contract Management automatically. The soflware suppons multiple versions of budget. track acNaI usage and reports on the budgeted, acNaI, cormnitted aoo forecasted cost. Schedules can be prepared and activity based project budgets are generated automatically based on the tender specifications and schedules. Generation of purchase schedules ensures Ihat materials required are purchased and delivered to the project site 00 time. To provide the necessary informal ion to eliminate cost overrun, conunitted cort of awarded sub-ellRtJacts and purchase order issues can be compared against budgets and acroal cost. Besides this, claims to clients and retention amounts can be tracked. The system maintains a centralised database of all sulrcontractors with their respective profiles and past experiences. Tender documents can be prepared. thus given to these sub­contractors to quote. The system tracks progress claims. variation orders. advances, percentages/quality of work done etc. Advances and “on-behalf purchases” (if any) are also supported to ensure timely bi.lling and contras before any payments are made to the contractors. Retention (maximum and progressive) computations are also supported and are deducted from progress claims before final paymenl. The system will automatically project material requirement,. plant and machinery requirement and labour requirement The actual usage of these items can be tracked \’1a integrations to !he financial modules. Financials and Project Accounting The fmancial modules within Contract Plus is a comprehensive multi-company, multi­currency accounting software specifically designed and developed to take full advantage of the “all-in-one” integration required to ensure a fully effective and efficient information management system. Contract Plus delivers complete fmancial, management and activity­based project accounting functionalities. Contract Plus is designed to cater to the different taxation requirements in different countries such as Value-Added-Tax, Govenunent Service Tax, Sales Tax, etc. The taxation criteria are user definable to meet local tax requirements. CRM Contract Plus CRM modules integrate the entire company machinery by automating marketing, sales, engineering and quality assurance processes to help boost revenues, enhance customer satisfaction, increase productivity, improve product quality and reduce costs. Business Intelligence Business Intelligence integrates data available throughout an organisation and helps the organisation gain competitive advantage by converting data into a personalised intelligence. Push Techno/ogy Push Technology is described in section 6.8.1 above. 6.8,3 Hospuality The IFCA Hospitality Management System cOfl1lrises the following software solutions: (a) D’Resnrt
(b) D’Hotel
(c) D’Club


6. INFORMATION ON IFCA GROUP (con,’d) The IFCA Hospitality Management System provides a total solution for entire resort management. It is a fully-integrated software solution catering to the management needs of resort operators for the functions of hotel and club operations, all ofwhich integrates to the back-end financial accounting and reporting functions. D’Resort (Fully Integrated Resort Management System) The D’Resort provides a total solution for the management of a resort. It is a fully integrated software catering to the management needs of a resort operator. It integrates the entire hotel and club operations. These include the functions of sales and marketing, front desk management, facilities for club management from membership recruitment and management, online credit and guest and member status verifications, food and beverage management (point-of-sales, menu, banqueting, inventory and purchasing), facilities and maintenance management, golfing (flight bookings, tournament, handicaps, caddies and buggies). These functions are seamiessly integrated to the back-end financial accounting and reporting functions. D ‘Hotel ~ (Fully Integrated Hotel Management System) This hotel management information system caters for the entire hotel operation with full integration from sales and marketing, front office activities, online guest credit verifications, food and beverage (point-of-sales, menu, banqueting, inventory, purchasing), maintenance management, PABX and electronic key lock interfaces. These functions are seamlessly integrated to the back-end financial accounting and reporting functions. D ‘Club ~ (Fully Integrated Club Management System) This fully integrated software caters for the needs of a club with full integration from sales and marketing (membership recruitment and management), food and beverage management (point-of-sales, menu, banqueting, inventory, purchasing), online credit and member status verifications, golfing management (flight bookings, tournament, handicaps, caddies and buggies), maintenance and facilities management. These functions are seamlessly integrated to the back-end financial accounting and reporting functions. It has three (3) sub-components:­(i) IFCA M’mb”‘hip -“m” to all of th, opemling “quITements “Iating to membership; from the time a member first joins the club to all of the processes and information relating to the members profile, spending habits, billings, club standing, customer services rendered and the transfer, sale or termination of a member’s membership.
(ii) IFCA Golfing -caters to all of the operations ofa club providing golfmg facilities to its members and guests. The entire process from flight bookings to registration prior to tee-off and the charging or payment of fees is fully automated. The running of tournaments from bag drops to registration, to tee-off and fmally to submission of scorecards and generation of results is fully supported by IFCA Golf.

(iii) IFCA Facilities ~ caters to the booking, registration, billing and collection for use of the club’s non-golfmg facilities. With its online verification of the receivable status of a member or hotel guest, the use of such facilities can be appropriately controlled and managed. 6. INFORMATION ON IFCA GROUP (cont’d) 6.8.4 Finance and Leasing Loans Plus (Fully Integrated Asset Leasing and Hire-Purchase Management System) Loans Plus provides a total business solution for finance and mortgage companies that are involved in asset leasing, hire-purchase (consumer financing) or invoice-factoring. The enterprise-wide modular concept caters for the entire breath of the operations of a finance company. The software is designed to manage front-end activities such marketing, credit processing, cashiering, administration of leases, post-dated cheques, documentation, collateral, asset insurance, legal matters, management policies, and loan re-pricing. These activities are then fully integrated to the back-end financial accOlUlting and reporting functions. 6.8.5 Manufacturing and Distribution ERP Plus comprises IFCA Financial, Manufacturing and Distribution Management Systems. The IFCA Financial, Manufacturing and Distribution Management Systems or ERP Plus is an enterprise wide fully integrated business solution designed for companies that produces and maintains a wide range of products for sale and distribution. This is a comprehensive business software solution that covers every aspect of the users’ operations; the production process, production schedules, material requirements plalUling, purchasing, inventory control, sales, distribution and financial accounting. ERP Plus has a comprehensive suite ofmodules that caters for a wide range ofproduction environment that includes made-to-stock, made-to-order, engineered-to-order, etc. With this software solution, the whole production and sales process can be planned, monitored, measured and accounted for in a single integrated application. The 6 major components within ERP Plus include:­Manufacturing Within ERP Plus, through integration from various modules that include the master production schedule, bill of materials, inventory, purchase order processing and sales order processing module), the system automatically calculates and maintains manufacturing requirements. Sales and Distribution In a highly competitive and voluminous trading environment, competitive pricing, discount structures and complex incentive schemes are the nonn. ERP Plus is designed to handle such complexities together with other tasks such as the return of previously sold items with differing discounts or incentives that had been offered earlier. ERP Plus provides comprehensive features in managing inventory, including multi-warehousing. It also supports costing methods such as First-In-First-Out (FIFO), Last-In-First-Out (LIFO), Weighted Average and Standard Costing. ERP Plus adopts a centralised vendor quotation system wherein data on historical pricing and delivery lead-time are maintained. Quotations and vendor performance can be retrieved and reviewed from this centralised database. Where relevant, vendors can even be blacklisted internally by the users. It has a detailed sales budgeting facility with flexible reporting capabilities. Reports and enquiries are easily accessible for business decision-making. For control purposes, it handles sales returns and credit and debit adjustments linked to the original invoices. The application also tracks free-of-charge items and discounts given for the purpose of initiating claims from the principals. 6. INFORMATION ON IFCA GROUP (cont’d) Financials ERP Plus delivers complete fmancial accounting and management information solution. In addition to the core general ledger functions, ERP Plus delivers financial consolidation, multi-company, multi-currency and multi-projects (if required) capabilities. ERP Plus is designed to cater to the different taxation requirements in different cOWltries such as Value-Added-Tax, Government Service Tax, Sales Tax, etc. The taxation criteria are user definable to meet local tax requirements. CRM The ERP Plus CRM modules integrate the entire company machinery by automating marketing, sales, customer services, royalty programs and quality assurance processes to help boost revenues, enhance customer satisfaction, increase prOductivity, improve product quality and reduce costs. Business Intelligence Business Intelligence integrates data available throughout an organisation and helps the organisation gain competitive advantage by converting data into a personalised intelligence. Push Technology Push Technology is described in section 6.8.1 above. 6.8.6 CRM and Knowledge Management Information Systems IFCA Knowledge Plus comprises IFCA CRM and Knowledge Management Information Systems . Whilst IFCA’s other software solutions have sales and marketing and customer service features, IFCA Knowledge Plus seeks to expand the scope of these features. IFCA Knowledge Plus is an enterprise-wise knowledge management software solution that automates five key business areas, namely marketing, sales, customer service, project management and persOIwel administration. This automation enables an organisation to capture, share and retain business information across all departments, enabling every employee to work and collaborate intelligently with each other. With ‘knowledge’ ofthese business areas, an organisation can improve customer satisfaction, increase productivity, and improve product quality, thus boosting revenue. 6.8.7 Optional solution for IIny IFCA product IFCA Financial (Fully Integrated Financial Accounting and Management System) This comprehensive and fully integrated software was developed specifically as the financial backbone and foundation for all the required fmancial accoWlting and management functionality. It also founs the foundation for the seamless integration to all vertical solutions of IFCA Group. It provides a full spectrum of modules comprising accounts receivable, accounts payable, general ledger, fixed assets, cash-book. purchasing, inventory control, sales order processing, treasury, group consolidation. It supports multiple companies. 6,9 Services As an integral part of the sale of its software, the Group offers services to its customers ranging from project implementation and supervision, customisation, training, maintenance and support to computer hardware sales, installation and maintenance services. The Group can therefore be classified as a turnkey solution provider in the IT business. These services also strengthen its relationship with its customers and add to its industry specific knowledge base for future product development and enhancement. 6. INFORMATION ON IFCA GROUP (cont’d) IFCA Group currently operates a call center located in its main office in Petaling Jaya. Besides providing maintenance and support services, the call center in Petaling Jaya provides help desk services to IFCA Group’s clients. It deploys its Knowledge Plus solution to track all reported cases. It believes that service response time is a major factor considered by its customers in selecting a software. IFCA Group’s services include project implementation and supervision, customisation, training and maintenance and support services. It has developed a “10+ I” implementation methodology to ensure all project implementations are systematically and professionally handled to ensure consistent and successful implementation. Revenue from services accounted for approximately thirty one (31%) per cent of its total revenue in FYE 2002 and it expects to continue to derive a significant portion of its revenue from these services. Other complementary services are hardware procurement. network installations and hardware and network maintenance. The approximate revenue contribution from services for the past four (4) years is derived from the following services provided by the Group:. Tvne of Service  1999  2000  2001  2002  Pro’ect Imnlementation and Sunervision  12%  9%  9%  7%  Software Maintenance SUDDort  8%  17%  21%  19%  Comnuter Hardware Maintenance Sunnort  2%  1%  2%  3%  Network Installation Services  3%  2%  3%  2%  Total  25%  29%  35%  31%
IFCA currently has seventy one (71) personnel providing project implementation and supervision. customisation, training and maintenance and support services and operates a support centre located in its main office in Malaysia. 6.9.1 Project implementation and supervision As part of the turnkey business solutions that it provides, IFCA assists its clients by providing project implementation and supervision services. It deploys the “10+1” implementation methodology in providing these services. The methodology includes business process studies to understand the clients’ needs, training, user acceptance criteria and test output, process flow as well as provision of guidance in setting up master files. charts of accounts and financial reporting formats. The implementation services are either provided by IFCA or competency centers operated by its business partners. Project implementation and supervision services are billable based on the time spent and the cost of materials utilised. 6.9.2 Customisation IFCA understands that different businesses have different needs and its standardised software may not be able to fully meet the customers’ requirements. Hence, the ability to provide customisation service is one of the key differentiation to its success. Customisation fees are normally limited to five (5%) to ten (10%) per cent of each business solution that the Group provides. Extensive customisations will require extensive increase in manpower, which may not be feasible in the long run. IFCA retains the intellectual rights to all its customisations. These customised features may be incorporated into future upgrades ifthey can value-add to the industry. 6.9.3 Training The success and benefits of a computerisation project is how well the users are trained to utilise the full functionality of the system to derive the maximum value from the investment. Therefore, training the users of the system is an integral part of the project. The duration of the training is dependent on the number of modules and user-license purchased. Practical training is important as most users are usually resistant to changes 6. INFORMATION ON IFCA GROUP (conl’d) made to their existing systems. In any company, stafT movement is inevil.:tble and re­trainlng of new staff is another source of revenue. IFCA Group normally charges the training on time spent and materials used basis. Competency centers provided by its business partners are also used to provide training to its overseas customers, if required. 6.9.4 Maintenance and support Softv,’are support is an important service to maintain and maximise the value of the investment over the usefiJllife of the system. IFCA Group provides software maintenance and support services 10 its customers on all arumal subscription basis. Customers who sign up for this service will receive software fixes and patches, trouble-shooting, on-site support. remedial and preventive maintenance and call center services. Its call center, which operates with help desk and intemet support, is commissioned to address queries and software issues promptly for all its customers, both local as well as overseas. It has approximately eighty (80%) per cent customer subscriptions for the maintenance and support services and the revenue for FYE 2002 amounted to approximately RM5.15 million. It expects the revenue from maintenance and support to grow at the rate of five (5%) per cent to ten (10’%) per cent annually. 6.9.5 Other complementary services Even though computer hardware and networking services are not the Group’s core businesses, IFCA Group also strives to provide total customer service if required. These complementary services include:­Hardware sales As part of lyeA Group’s tota) customer service, the Group assists its customers in procuring computer hardware or other additional third-party software as required for the installation of its proprietary software solutions. Network imta/lation services IFCA provides network installation services as and when required by its customers. Tbese include the design and installation of local or wide·area Detwork systems. Provision of network switches, hubs, cabling and network configuration is part of the services. Hardware maintenance services IFCA provides hardware maintenance services to customers through its subsidiary company, NOSH. The services provided, which cover hardware and network remedial and preventive maintenance services is provided on an annual subscription basis. 6.1(1 Sales and Distribution Channels IFCA Group employs a multi-channel sales 2lld marketing strategy utilising three (3) primary channels:­(i) direct sales;
(ii) ,ppointing .v,,,,,a, bu’iness partne< (di,tribut.<s); and

(iii) indirect sales through strategic business alliances. Presently, Malaysian sales and distribution network is represented by its locally domiciled subsidiary companies where direct and indirect sales approaches ore deployed. Overseas revenue is generated via business partners appointed through lFCA Software. The successful appointment of business partners in four (4) COntinents namely Asia. Africa. Australia and Europe has resulted in overseas revenue ofapproxUnately RM4.18 million in FYE 2002, which represents more than an eighteen (18) fold increase from the overseas revenue earned for FYE 1998. 6. INFORMATION ON IFCA GROUP (cont’d) Direct sales approach Direct sales are done by lFCA’s subsidiary companies. By gathering infom13tion from each respective industry or associated publications, public directories and vendor databases, IFCA Group solicits new customers within Malaysia through targeted mail shots and cold calls. Telemarketing techniques may also be used where a large database is involved. Depending on the needs of its prospective customers. specific seminars aDd customised workshops are organised to address the unique needs of these prospects from each indusny. Apart from the Klang Valley, IFCA Group has four (4) direct sales offices localed in Penang. lohar Barn, Kuching and Kola Kinabalu. IndiTed sales approach IFCA Group also works closely with its hardware vendors and business alliances such as HP, IBM and Microsoft for new sales leads. It bas an active account management team tasked to ensure customer satisfaction and convert existing custon~rs into advocates of their software solutions. H also advertises in trade publications. participates in indusny specific trade conventions, seminars and hold joint road-shows with its hardware \’eOOor and business al!iarx:es to identify leads and to iflCTease market awareness orebe Group and its software solutions. Bllsinr-ss pDrtner (distributors) IfCA had entered inlO the Master Distributorship and RescUer Agreement with IFCA Software. The other business partners and distributors listed under section 6.10 below, have entered into separate Local Distributorship Agree~nts with lFCA SoRware. Apart from the sales and marketing ac!ivities carried out by IFCA and its subsidiary companies, tbe international sales are marketed through channd partners worldwide. IFCA Software has been appointed the master distributor in undertaking this responsibility. Pursuant to the Master Distributorship and ReseUer Agreement, the business partner programs are categorised as follows:­(I) Business Partners
(ii) Gold Partners

Business partners Business partners are recruited and remunerated by IFCA Software based on a Tier Structure (Tier 1 to 4). Each Tier will attract a conunission ranging from ten (10%) to fifty (50%) per cent of the application software price depending on the level of effort and participation provided by the business partner. For example. a mere referral without any involvement will be classified as “Tier­4″ and will be paid a ten (10%) per ceDi commission whereas, a ”Tier-I” business partner will prOVide both pre-and post-sales manpower and hence will be entitled to a fifty (50’%) per cent conunission on the application software price as well as fifty (50010) per cent of the annual software support revenue. All services revenue will be eamed. by the “Tier-I” business partners, as the irrt>lementatioD and training services are provided by them. Gold partners Gold partners will be recruited and remunerated by IFCA Software based on a fIXed royalty fee payable on the sale of each application software. There are strict requirements both in terms of manpower requirement and upfront investment. Gold partners have the privileges of having the product source codes for localisation, language translation, and customisation as well as the rights to recruit “value-added-resellers” in their own territot)’o Partnership is strictly on a non-exclusive basis, All pre-and post-sales as well as technical services are provided by the gold partners. They will also need to set up a “‘resource or competency centre” to provide services to overseas customers wherever required. The main target of gold partner recruitment will be non-English speaking countries. 6. INFORMATION ON IFCA GROUP (conl’d) To dale, IFCA Software has appointed business partners in Singapore, Thailand, Indonesia, Philippines, Hong Kong, Maldives, United Kingdom, Uniled Arab Emirates, South Africa, Myanmar and Australia. IFCA has also appointed one gold partner in Thailand. The list oflFCA Software-‘s business partnersidislTibulors is as follows:· No. List or Business Partners 1. MBS Software Pry Ltd (South Africa)
2. Inrosyslerns Maldives Pie. Lid. (Maldives and Sri Lanka)
3. Sarisa Pry LId. (formerly known as IFCA Software Pty Ltd.) (Auslralia)
4. IT·APPS Ltd. (Hong Kong)
5. Verisoft Emirates L.L.c. (United Arab Emirates)
6. Maslech Company Ltd (Myanmar)
7. CL Compulers (Thailand) Co. Ltd. (Thailand)
8. JFCA Consulting (Phils.) Inc. (Philippines)
9. PT IFCA Consulting Indonesia­
10. IFCA Consulting Pte. Ltd. (Singapore)’

II. Acepio Pte. Ltd (PRe) 12. TravelSolurions LT. Co. Ltd (PRe)
13. Yottastor Technology Inc. (Taiwan)
14. Istisbarat Technologia AI-Ma’hunat AI-Duwalia Ltd (MidSlTllta) (Jordan)

Note,’· These companies are relared parries by virrue of common directors and substantial shareholders. The Group has also eSTablished smnegic alliances with two (2) other IT·based con””anies, namely Orison Systems (M) Sdn Bhd and Wincor·Nixdorf Pte. Ltd.• where these companies will refer any potential business to tbe IFCA Group. 6.11 Information on lFCA Software and Affiliated Companies 6.11.1 Inrormation on IFCA Software IFCA Software was incorporated in the British Virgin Islands on 18 November 1998. It principally deals with business partners outside Malaysia and PRC in providing turnkey solutions. Its issued and paid up capital is USDtOO comprising 100 ordinary shares of USD1.00 each. The directors ofIFCA Software are Mr Yong Keang Cheun and Mr Yong Kian Keong. Both directors are presently running the operations ofthe company. The substantial shareholders and their shareholdings as at the date of this Prospectus are as follows:­6.11.2
DirecT Indirect N.~ No.ofSharu ~. No.ofSharu ~. Yong Keang Cheun 7′ 70.00 30′ 30.0 Yom! Kian Kcong 30 30.00 70′ 70.0 Note.’ I. Deemed imerNled by ~’irtlle o/his brother’S morelrolding ill !Fe…. Software 1. Oeellt2d i”‘~ted by virtue oJMs brothcr’S shoreltoMi”g in !FCtl Software [nformalion on IFCA Consultine Co. Ltd. IFCA Consulting Co. Ltd. was incorporated in Thailand on 12 January 1995. It is currently inactive and its activities have been taken over by CL Compulers (Thailand) Co. Ltd., a local business partner appointed by IFCA Software. Its issued and paid up capital is 1,000,000 Thai Baht comprising 20,000 ordinary shares of 50 Thai Bah! each. The directors of IFCA Consulting Co. Ltd. are Mr Manthip Ngampipatpoong and Mr Benchamat Chinbenchapon. 6. INFQRMATION ON IFCA GROUP (conl’d) The substantial shareholders and their shareholdings as at the date of this Prospectus are as follows:­6.11.3 6.11.4 Dind Indirect Name No. of Shires v. No.ofShare$  v.  Manlhip Ngarnpipatphong 000 21.5 Yong Keang Cheun 2,800 14.0 2,100’ Voog Kian Krong 2,100 10.5 2,8<Xr Thanec Phukooiwan 10.000 50.0  to.5 14.0  Note: 1 Deemed jflle’eSled by “;”Ut o/his brot”e,’s shtl,ehoMing in /FCA COIISulting Co. Lui. !-/)c(omed ;fIIe,eSled by ,1,jue ojhis b,othe,’s shtl,ehoJdi”g ill /FCA COIISultin8 Co. Ltd.  Information 011 PT IFCA Consulting;
PT IFCA Consulting was incorporated in Indonesia on 21 January 1995. It is principally involved in the provision of software. Its issued and paid up capital is USD150,000 comprising 150,000 ordinary shares of USD1.00 each. The directors of PT IFCA Consulting are Mr Yang Kian Keong and Ms Ooi Bee Bee. Both directors are presently running the operations of the company. The substantial shareholders and their shareholdings as at the date ofthis Prospectus are as follows:-Dinct  Indire(“1  Nlme  No.ofSbre$  v.  No. of Shires  %  Yong Keatlg Cheun Yong Kian Krong  60,000 60,000  40.00 40.00  60,0001 60,0001  40.0 40.0  Musa Di~anlara  30,000  20.00  NOIe: I. Deemedjnteffsled by.·j”ueofhisbrothe,’sshQ’I!hobJingin PTIFCf Consli/ring :. /Remtd jnttUsltd by ViNlie o/his brotht,·s sluvehoJding in PT /FCf O:lnsulring

Information on IFCA Consulting Pte Ltd IFCA Consulting Pce ltd was incorporated in Singapore on 21 January 1993. It is principally involved in retailing of software and general merchandise. Its issued and paid up capital is loo.ooo Singapore Dollar comprising 100,000 ordinary shares of 1.00 Singapore Dollar each. The directors of IFCA COllSulting Pte Ltd :u-e Mr Yong Keang Cheun and Mr Wong Swee Sang. Both directors are presently running the operations ofme company. The substantial shareholders and their shareholdings as at the date of this Prospectus are as follows:­Direct  Indirtd  Nlme  No. of Shires  %  No. of Shires  v.  Yong Krang O1cun vong Kian Keong  64,000 30,000  64.0 30.0  30,0001 64,0001  30 64  Ooi 8«; Bee  ‘,000  ‘0  NOlt: I. Det>”,ed interuled by ~inlU! o/his No/ho’s shtlreholdlng In IFCA Consulling P,e LId

1. /Re””ed Inle~es,edby 11nllR-ofhis brolher ‘s shtJreJrold,’ng In IFCA Consu/tiflg P,e Lid 6. INFORMATION ON IFCA GROUP (cont’d) 6.12 Business Transaction and Relationship between IFCA Group, IFCA Software and Affiliated Companies The main focus of the IFCA Group in respect of the market for the IFCA products is Malaysia and PRC (“Core Market”). In this regard, the marketing, distribution and sales of the IFCA products as well as the maintenance and other support services in relation to those products in the Core Market are carried out by the IFCA Group. The business plan of IFCA for its overseas market (outside of the Core Market) is to appoint a master distributor and reseller for its products. IFCA has appointed IFCA Software as the master distributor and reseller of IFCA products outside the Core Market. IFCA Software will market, distribute and sell the IFCA products and provide maintenance and other support services in relation to those products at its own cost and expense and will pay license fees and other fees to IFCA for each of the IFCA products sold and/or services provided. IFCA Software also has the right to appoint other resellers to market, distribute and sell the IFCA products in any jurisdiction outside of the Core Market. IFCA Software has appointed the Affiliated Companies to distribute IFCA products and provide maintenance and other support services in their respective cOlmtries ofoperations. IFCA Software pays license and other fees to IFCA for the sale of its software applications and customisation of software in the market outside of the Core Markets. The other Affiliated Companies pay license fee and other fees to IFCA Software for the sale of IFCA products and services. In this regard, IFCA Software and the Affiliated Companies complement the activities of IFCA instead of competing with IFCA. In addition to the above, Yong Keang Cheun and Yong Kian Keong have the intention to transfer the business of the three (3) Affiliated Companies to independent local partners in each of the relevant jurisdictions to manage the operations and business. IFCA has restructured its operations in Thailand and have since appointed a local Thai company, CL Computers (Thailand) Co. Ltd, to represent its products in Thailand. IFCA directors are of the view that the transfer of the business to local partners will benefit IFCA by minimising the barriers to entry into the overseas markets as the local partners are more familiar with the overseas markets. However, IFCA may also face the risk of the local partners being less focused in promoting IFCA products as they are not restricted to only selling and distributing IFCA products. The local partners are allowed to sell products which are not competing with IFCA’s products. As a result, the overseas markets may not be tapped at their fullest potentiai. 6.13 R&D Capabilities Continuous R&D investment is crucial to IFCA’s long term progress in view of the fast changing pace of IT technologies and ever demanding business requirements due to increase in business competition. Hence, IFCA Group continually invests significant resources in product development in order to take advantage of emerging technologies and to further broaden the functionality and performance of its software solutions. Today, IFCA’s Windows-based application software is the fourth operating platform since its inception in 1987, starting from the DOS operating system and later migrating to Xenix and later to the UNIX platform before it was replaced by its current Windows-based application. Its R&D is currently investing in research on browser-based solutions to cater for the needs of the near future whereby browser-based application will be the norm. This is in view of the availability of broadband services, the ability to reach a larger internet user base, both locally and internationally, as well as the improvement in online security providing more secured and economical transactions over the web. It is also leveraging on other latest industrial and information technologies to positionitselfahead ofany impending competition. 6. INFORMATION ON IFCA GROUP (cont’d) The following is the schedule of development and migration of Ihe products using the latest browser-based technology:­Task Name 02 03 04 IFCA suite of prodUCts Property Financials Contract Loans Resort
At present, IFCA is directing IFCA Group’s R&D efforts in the following key areas:­1. Redeveloping and enhancing the fleet products to adapt to international standards and latest technological change;
2. Development of e-commerce features for its existing products;
3. Enhancing and upgrading existing software products;
4. Migration of the existing client-server technology to browser-based solutions; and
5. Funher enhancemen110 the ERP solution for manufacturing and distribu1ion industry.

As at 16 June 2003, lFCA Group’s R&D learn consists of fifty seven (57) staff. Since inception, the Group has invested a substantial amount of its resources in R&D. IFCA Group channeled approximately RM3.17 million, RM4.S9 million and RMJ.72 million into R&D during FYE 2000. FYE 2001 and FYE 2002 respectively. Tbis tepresents approximately 16% to 23% of the audited proforma consolidated gross annual revenue oftbe Group respectively. In tbe R&D cycle, IFCA first develops new product specifications by product managers with input from professional services employees aDd customers. Feature teams which include product managers, programmer analysts, project consultants as well as employees from quality assuraoce. tax research and documentation departments jointly rt:view s~cificalions, products in development, lest plans and documentation. IFCA believes !hat this mulri-disciplinary, (ca.m-based approach results in application development being more responsive [Q customers’ needs compared with other development approaches. IFeA believes that softvrart: product development is most effectively and efficiently accomplished by small development teams focused Oil specific areas. IFCA provides ongoing technical training and equipment and progranuning tools to its R&D staff. The R&D approach can be sumrruuised into the following activities:­• Functional analysis
• Technology research
• Designing and maintaining system standards
• Prototyping and database design
• Coding
• Testing
• Refmement

(t. INFORMATION ON IFCA GROUP (cont’d) 6.14 Quality Assurance Process Quality assurance is an important aspect in any software development. In IFCA, all software solutions are subjcct to a series of tests bcfore it becomes commercially available. The quality control department which is made up of a group of industry cxperts as well as technical consultants has to ecsure tlul a test plan is devdoped and executed. For each business process thaI is incorpornted within the software. test plans that include multiple test scenarios together with test data and expected output, is formulated to ensure that the software perfonns to eXpe<‘lations. 6.15 Relationship with Microsoft lFCA has a strong working relationship with Microsoft as all its application software are developed on Microsoft technologies such as Windows operating system, NT Platfonn and MS· SQL databases. IFCA Group believes that Microsoft is the right technology company to leverage on in view of its forward· looking vision as well as the large markct acceptance of its products. The ease in sourcing Microson technology related manpower. visibility and credibility are the other considerations. IFCA was accorded the fIrst and only independent software vendor partnership in Malaysia by Microsoft in 1999. This prestigious partnership allowed IFCA to embed Microsoft products. for example SQL, Excflange etc. into its application software and offer the same to its customers at a very competitive price. IFCA is also a Microsoft CertifIed Partner, in recognition of its development of application software on Microsoft’s technologies. Both these partnerships allow IFCA to lap into Microsoft’s pool of expertise and obtain early access to their latest technologies 10 build and strengthen IFCA’s competency and skill sets in software development. 6,16 Employett The Group has a flat organisational structure that keeps all levels of the organisation actively involved in meeting the dynamic needs of the industry. As at 16 JWle 2003. the Group had approximately 208 full-time employees in the following categories:­C.’tgory  No, of Employees  ~.  Avenge uogth ofServic:t  (Yean)  R&D  61  19  2.74  Sales and Marl;ering  ”  14  2.24  Consultants  67  J2  4.14  Technicians  II  5  4.27  Finance and Administrative  26  13  4.08  Mall3gemetlt  IS  7  7.80  TOIII  208  100
IFCA recogniscs that the success of its business depends on Ihe quality, skills, experience and expertise of i1s staff members. It has over the years built a competent leam of professional staff with expertise gained both locally and internationally. To upgrade the skills and knowledge of its staffntembers. they are given on-tile-job training where guidance and supervision are provided by the more experienced staff members. Its stafT members are also encouraged to attend seminars to gel updates on emerging technologies and market trends in the indusnies and training courses provided by its business partners, including Microsoft, IBM and HP. 6. INFORMATION ON IFCA GROUP (cont’dj The Group’s employees are not members of any labour unions and the employees have a cordial working relationship with the management. There have not been material industrial disputes in the past between the employees and the management. 6.17 Interruption to Operations There has been no major interruption to the Company’s business or operations in the past twelve (12) months. 6.18 Major Customer As at the date of this Prospectus, IFCA has licensed its software solutions to approximately 14,300 users. IFCA Group has a large clientele base of over 600 companies in the property and construction sector, hospitality sector and fmance and leasing sector in Malaysia and overseas countries. The Group’s major customer who contributed more than ten (10%) per cent of the Group’s turnover for the FYE 31 December 2002 is as follows:­Major Customer  Transnet Housing, South Africa
total Length of relationshipper~e{~tage of the sales %)­I ivears) 11.6 Approximately 1.5 years To date, approximately eighty (80%) per cent of customers have signed up maintenance and support services agreements with IFCA Group. This revenue is recurring in nature. Therefore, IFCA Group is not overly reliant on any particular client. 6.19 Major Suppliers IFCA’s core business is the sale of its 0\\11 software products. Computer hardware and third party software goods procurement are part of the Group’s complementary services to its customers in connection with the installation of its software solutions and only constituted approximately twenty four (24%) per cent of the Group’s turnover for FYE 2002. As such, IFCA’s suppliers constituted mainly computer hardware and third party software vendors. Computer hardware vendors supply goods such as PCs, servers, printers and other peripherals required by IFCA’s customers. Software vendors comprise third party software such as operating systems, anti-virus software and database software. IFCA is not dependent on any particular supplier for its computer hardware and software and has the flexibility to source from the mnnerous suppliers available in the market. The computer hardware and software vendors that IFCA commonly purchases from are Microsoft, JardineOne Solution (2001) Sdn Bhd, HPD System Sdn Bhd, SIS Distribution (M) Sdn Bhd, Azure Technologies Sdn Bhd and JOS Distribution (M) Sdn Bhd. 6.20 Competition and Competitive Strengths The ICT industry is very dynamic and IFCA Group faces many challenges in competing successfully, including the need to develop software solutions and services which meet changing technological standards and requirement. The Group competes in different industry-markets, each of which have different competitive environments and with a munber of established companies across its industry-markets in ten (10) countries, although it does not believe that it has any single competitor that competes with it across its whole range of software solutions. The management regards the following companies as its major competitors for each of the industry/market it operates in: 6. INFORMATION ON IFCA GROUP (co”,’d) Industrv/market  Comnetitors  Property and Construction  Data System Integrators Sdn Bhd, Management Reports Inc., JOE Construction Manali!.ement Lid  Hospitality  Micro Systems Inc (Fidelio  ERP  Solomon Software. Inc. Microsoft Great Plains Business Solutions  CRM  Sales Lo,gix, Siebel Systems, Inc.  Finance and Leasinl!  Sunwav Systems Sdn Bhd
IFCA’s cOJ11letitive strengths include the following:­(i) Unique Industry Niche
IFCA’s indusrry-spttific software solutions cater to the unique business and technical requirements of Ihe various industries. The management believes that there are no con..,etitors offering similar business solutions in the same five industries (namely, the property. construction and engineering. hospitality. finance and leasing, manufacturing and distribution industries) as IFCA.
(ii) One-Vendor Turnkey SoluUons

IFCA Group is a Single-vendor turnkey business solution provider as it provides enterprise­wide integrated system and implementation, supervision and user fraining as well as supplying computer hardware, network and peripherals to meet the customer’s specifications and requirements. IFCA also provides network and software maintenance aDd technical training 10 its customers. This allows the customer to have a single convenient point of contact witn respect to all maintenance issues and problem-solving rather than having to liaise with different software vendors. system integrators and computer hardware vendors. (iii) Competitive Pricing IFCA believes thaI its business solutions are competitively priced as the software packages of its (largely foreign) competitors are generally more expensive due to the higher development costs outside Malaysia. (iv) Sizeable EJ:lstlna: U,er Base
lFCA Group presently has a user base of approximately 14,300 licensed users and approxlmately eighty (80%) per cent of its customers sign up for the maintenance and support services. This large pool ofexisting customers gives lFCA Group an inunediale and accessible market for its new or complementary products or enhanced versions ofexisting solutions.
(v) Extensive Customer Service and Support
IFCA offers extensive technical support and training (0 ils customers, including providing a 24-bour caU centre, through which customers can reach its cOllSuhaDls and teclmical personnel for assistance, as well as on-site technical assistance for custonu:rs.
(vi) Intellectual Property Rights Ownership

IFCA owns all the intellectual property rights in relation to all its software solutions. This enables it to respond to the needs of its clients rapidly by modifying its software solutions accordingly. 6, INFORMATION ON (FCA GROUP (cofft’d) 6.21 Technology, Intellectual Property and Liunces lFCA regards its intellectual property rights as critical to its continued success and has taken steps, which it believes to be necessary and customary in its industry to protect its rights to that intellectual property. IFCA’s inteJlecrual property includes dlC following:­(a) Copyright in relation to the literary works contained in the following computer software: 1. O’Hotel
2. O’Developer
3. ERP
4. O’Project

5. O’CJub 6. IFCA Financial
7. O’Resort
8. Knowledge Plus
9. O’Pinaoce
10. ERP Plus

II. Property Plus 12. Contract Plus
13. Loan Plus

Under Malaysian Copyrighllaw, copyright ofa work would vest initially in the author. Ifthe individual is an employee who authored the work in the course of his employment or a commissioned person, the employer or the person who commissioned the work is the owner of the copyright, unless there is an agreement to the contrary. The following software was authored by employees of IFCA who did so in the course of their employment • ERP
• Knowledge Plus
• O’Finance By virtue of an assignment, the copyright in the following software have vested in IFCk
• O’Hotel
• O’Oeveloper
• D’Project
• O’C1ub
• D’Resort
• IFCA Financial

Under Malaysian Copyright law, the execution ofa statutory declaration 10 assert copyright in a work is volWltary and is neither necessary oor required either 10 establish or to preserve ownership rights in a copyright. However, having the statutory declarations in place is a proactive step taken to document and facilitate the copyright claim. These statutory dedarations are admissible in evidence in any proceedings under the Malaysian Copyright Act 1987 and are prima facie proof of the facts contained therein. IFCA has executed statutory declarations to claim copyright in all the above mentioned software. (b) Trademarks, SClYice marks, trade dress, logos, trade names and corporate name; IFCA has taken at! the necessary steps to protect the rFCA and oval device trademarks in Malaysia. 2 applications have been filed in c1as!ies 9 and 42, respectively and currently.lhe 2 applications are pending. The particulars ofthese applicalions are:­6. INFORMATION ON IFCA GROUP (cont’d) (1) Application No. 2001100987 for IFCA and oval device in class 9 covering computer software, computer buffers, computer cables, computer chips, computer disc drive, computer discs (blank floppy), computer discs (blank hard), computer hardwares, computer memories, computer monitors, computer keyboards, computer operating programs, computer operating systems, computer and instructional manuals sold as a unit, computer peripherals and apparatus and parts and fittings for the aforesaid goods.
(2) Application No. 2001100986 for IFCA and oval device in class 42 covering consultancy services in the field of computer hardware, computer programming, maintenance of computer software, updating of computer software, computer software design, computer systems analysis, rental of computer software.

IFCA expects that these trademark applications will proceed to registration in due course. (c) Marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing teclmiques, and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential business strategies; and
(d) Trade secrets and other confidential business infonnation which is used in IFCA’s business and which gives IFCA some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the conduct of its business.

IFCA has routinely taken such steps as are customary in its industry to protect its intellectual property rights, including the filing of trademark applications as described in part (b) above, the execution and affirmation of statutory declarations to claim copyright in respect of all its software and the execution ofconfidentiality agreements with its employees. 6.22 Operating Licences The Group’s business activities do not presently require any permit or license from any authorities. As such, the only licenses that the Group currently holds are licenses to operate its business prennses. 6.23 Approvals and Conditions IFCA’s proposed listing was approved by the SC and KLSE subject to the following conditions:­Authority  Date of approval  SC  24 February  2003 25 February 2003  KLSE
Details of conditions imposed (i) IFCA has to disclose the status of utilisation of proceeds in its quarterly and annual reports until the proceeds are fully utilised.
(i) Both Mr. Yong Keang Cheun and Mr. Yong Kim Keong “e to provide written confmnations to KLSE that the business arrangements between IFCA Group, IFCA Software and its Affiliated Companies are carried out at anns-length basis and on terms not more favourable to the related parties than those generally available to the public, and the same is to be disclosed in the Prospectus;

Status compliance Will be met.  of  Letters  have  been
furnished to KLSE on 6 IWle 2003. 6. INFORMATION ON IFCA GROUP (co,,/’d) 6. INFORMATION ON IFCA GROUP (conl’d) Authority  “”Ie aDDroval  or  Details or conditions imposed (ii) Any future transactions ~tween the IFCA Group and other companies related to the directors/promoters must be on an arms-length basis and must not be unfavourable to companies in the IFCA Group. In this regard. the Audit Committee of IFCA is to monitor and the directors are to report on the position of such transactions, if any, in the annual report of IFCA on a yearly basis:  Status comDliance Will be met.  of  (iii) IFCA to either collect in full all outstanding trade debts or make full provision on trade debts balances which have exceeded the credit period prior to issut1nce of Prospectus;  Met. A credit policy was adopted by IFCA Board on 6 March 2003. The treatment of the outstanding trade debts is in accordance with the said credit policy.  (iv) To include a negative statement in IFCA’s Prospectus on the exclusion of profit forecast and projections from the Prospectus and the reasons thereof;  Mel. Please refer 10 disclosure in section 2.13 of this Prospectus.  (v) The: sponsor, aSK, to verify the: actual utilisation of proceeds after the listing exercise;  wm~met.  (vi) lFCA to make detailed disclosure in the prospectus ofthe following:­• Business relationship between IFCA Group, IFCA Software and its Affiliated Companies. and the justifications that these companies do not compete with the existing business ofIFCA Group;  Met. Please refer to disclosure in section 6.12 of this Prospectus.  •  The salient terms of the Master Distributorship and ReseUer Agreement entered by IFCA and IFCA software;  Met. Please refer 10 disclosure in section 14.8 of this Prospectus.  •  Promoters’ intemion to cease the operations of Ihe Affiliated Companies and the impact 10 IFCA Group;  Met Please refer to disclosure In sectioo 6.12 of this Prospectus.  •  Principal activities and Board of Directors of IFCA Software and Affiliated Companies;  Met Please refer 10 disclosure 10 section 6.11 of this Prosnectus.
Authority  Date 100roval  of  Details of conditions imposed • Equity interest held by Mr. Yong Keang Cneun and Mr. Yong Kian Keong III IFCA Software and Affiliated Companies;  Slalu$ of comulian(‘e Mel. Please refer to disclosure III seclion 6.11 of this Prospectus.  •  Nature of business transactions between LFCA, IFCA Software and Affiliated Companies;  Met. Please refer to disclosure in section 6.]2 of this Prospectus.  •  The involvement of Mr. Yong Keang Cheun and Mr. Yong Kian Keong in IFCA Group. IFCA Software and Affiliated Companies;  Met. Please refer to disclosure In section 6.11 and 8.4 of this Prospecrus.  • •  The possible risk associated with IFCA Group’s performance whicb is dependenl on other industries, logether with actions taken 110 be laken by lFCA to mitigate the risk; All appropriate risks associaled with IFCA’s investments in PRC and Ihe mitigating filctors to those risks;  Met. Please refer to disclosure lI\ section 4.7 of Ihis Prospecrns. MeL Please refer to disclosure in section 4.12 of this Prospectus.  •  To include the valuers’ lener on landed properties to be acquired; and  Met. Please refer to disclosure in section 13 of lhis Prospectus.  •  The details of the transaclioD on proposed acquisition of landed properties from lFCA (Asia) and the legal opinion from Zaid Ibrahim & Co in respect of the transaction.  Waiver was granted by KLSE vide ils letter dated I April 2003.
6.24 Related Companies wilh Similar Trade Save as disclosed below, none of the directors or substantial shareholders of the Co~any or its subsidiary companies has any interest, direct or indirect, in any business carrying on a similar trade as the Co~y or its subsidiary companies. Rflll~ COJaDa.v WeA Software  PrindpI’ Acllvitles Deals willi business p•…., oulSide Malaysia ,,” PRe ‘” providing turnkey SOlulioos  Naturf of Relanoll.klp Mr Yong Keang Cheun and Mr Yong Kian Keeng are comTllO’l directors and substantial shareholders in both IFCA and IFCA Software.  IFCA Softwarf is the mastCf distributor for lFCA’$ pmduclS outside Malaysia and PRe.
6. INFORMATION ON IFCA GROUP (conl’d) Related Comnanv  IFCA Consulting Co. Ltd.  PTIFCA Consulting  IFCA Consulting p” Ud
Principal Activities Th, company became inactive since September 2002 Software provider Retailers in computer software and general merchandise Nature or Relationship Mr Yong Keang Cheun and Mr Yong Kian Keong arc common substantial shareholders in both IFCA and IPCA Consulting Co. Ltd. IFCA Consulting Co. Ltd. ‘h, business” partner/distributor for rFCA’s products in Thailand. Mr Yong Keang Cheun and Mr Yong Kian Keong are conunon substantial shareholders in both IFCA and PT IFCA Consulting. Mr Yong Kian Keong is also a conunon director of IFCA and PT IFCA Consulting. PT lFCA Consulting is the business partner/distributor for IFCA’s products in Indonesia. Mr Yong Keang Cheun is a common director in both IFCA and IFCA Consulting Pte Ltd. Mr Yong Keang Cheun, Mr Yong Kian Koong and Ms Ooi Bee Bee are common substantial shareholders in both IFCA and IFCA Consulting Pte Ltd. IFCA Consulting p” Ud i’ tl” business partner/distributor for IFCA’s products in Singapore. 6.25 Related-Party Transactions and Conflict of Interest <a) Related-Party Transactions Save as disclosed below, there have been no related-party transactions or arrangements between the IFCA Group and its shareholders and/or directors of IFCA Group within the two (2) years preceding the date of this Prospectus save for the following transactions which were entered into in the ordinary course ofbusiness:­
(i) IFCA (Pen,ng) entecod into, ten,ney ,gcoement Mth IFCA (A,i,) on 26 Septemb” 2000 to rent the Penang Property from IFCA (Asia) to be used as its office for a monthly rental of RM3,682.60 from 1 January 2000 to 31 December 2002. It has been mutually agreed that IFCA (Penang) will continue to rent the property from IFCA (Asia) at the same rental until completion of the Property Acquisitions.
(ii) IFCA (JB) entered into a tenancy agreement with IFCA (Asia) on 26 September 2000 to rent the Johor Property from lFCA (Asia) to be used as its office for a monthly rental of RM3,000.00 from 1 January 2000 to 31 December 2002. It has been mutually agreed that IFCA (JB) will continue to rent the property from IFCA (Asia) at the same rental until completion of the Property Acquisitions.

(iii) IFCA entered into a tenancy agreement with IFCA (Asia) on 26 September 2000 to rent units 19-2, 19-4, 17-5, 17-6, 19-6 of the Selangor Property from lFCA (Asia) to be used as its office for a monthly rental ofRM20,872.80 from I January 2000 to 31 December 2002. It has been mutually agreed that IFCA will continue to rent the property from IFCA (Asia) at the same rental until completion of the Property Acquisitions. (iv) NOSB entered into a tenancy agreement with IFCA (Asia) on 26 September 2000 to rent unit 17-1 of the Selangor Property from IFCA (Asia) to be used as its office for a monthly rental of RM3,537.60 from 1 January 2000 to 31 December 2002. It has been mutually agreed that NOSB will continue to rent the property from IFCA (Asia) at the same rental until completion of the Property Acquisitions. Ronltv (RM)  Sales  RM  Rental RM  Receiwd (rom  FYE2002 FYE200J  FYE2002  F’YE1OOl  FY£2002 FYE2001 -21 180 —- IFCAS  3,442,381 4,013 300  140,000  148800  IFCA (Penan”)  633,560 299,308  46800  34,000  IFCAT  22,800 512528  – 6400  IFCA Sarawak)  394,642 347,865  18000  29,600  —23,221 —- NOSB  20,148 51 185  81,200  1200  IFCAt]B  460,881 154144  36,400  10400  IFCA Sabah  96480 637,031  12,800  11,200  PTSB  720778 738476  48000  23600  -26689  !FCA Software  4,164879 1,272,246  14,800  – — IFCA Consulting Pte Ud  — 4,800  28,000  —
6. INFOR1’tIATION ON IFCA GROUP (cDn,’d) (v) IFCAS entered into a tenancy agrtement with IFCA (Asia) on 26 September 2000 to rent units 19-1, 17-2, 17-3, 19-3, 17-4 oftbe Selangor Property from IFCA (Asia) to be used as its office for a monthly rental of RM20, I00.00 from I January 2000 to 31 December 2002. It has been mutually agreed that IFCAS will continue 10 rent the propeny from IFCA (Asia) al the same rental until completion of the Property Acquisitions.
(vi) IFCAT entered into a tenancy agreement with lFCA (Asia) on 26 September 2000 to rent unit 19-5 oftbe Selangor Property from (FCA (Asia) to be used as its office for a monthly rental of RM4,236.00 from) January 2000 to 31 December 2002. It has been mutually agreed that IFCAT will continue to rent the property from (FCA (Asia) at the same rental until completion ofthe Property Acquisitions.

(vii) IFCA had on 26 July 2002 entered into a Master Distributorship and Reseller Agreement with IFCA Software to f0rm31ise all business arrangements ….-ith regards to the distribution of the Group’s software products in all jurisdictions, other than Malaysia and PRC, on a no~xclusive basis. (viii) IFCA had on 26 July 2002 entered into eight (8) Local Distributorship Agreements with its subsidiary companies namely IFCAT, lFCAS, IFCA (18), IFCA (Penang), IFCA (Sabah). lFCA (Sarawak), NOSa and PTSB to formalise all business arrangements with regards to the distribution of the Group’s software products in Malaysia on a oon-exclusive basis. (ix) The following transactions were entered into in the ordinary course of business by IFCA and its subsidiary companies or related companics:­[FeA NOSH Receiloed from PTSB IfCAS  Salu IRM\ FYE2002 981 200 785  FYE1QOl 7.199  [FeAT R~vedfrom NOSB  FYE2002  Reatal IRM\  FYE100l 8472
6. INFORMATION ON [rCA GROUP (con/’J) IFCAS s….  (RM)  Received (rom  FY£201Jl  FY£l00/  NOS8  16,400
IFCA (Asia) Receiloed from  PIIt’:hue of propeJ1)’, plant and equipment,0,’) FYE1OO2 FYE2001  Rental ‘OM) FYE2002 FYEZOO/  fFCA IFCAS IFCA OS IFCAT  423500 546700 · -· · · ·  306,122 250,474 101,644 241,200 36,000 36,000 51,927 50,832  IFCA Penan ) NOSH PTSB  · · -· -·  44,191 44,191 91,440 42451 48,989 .
(x) The following transactions were entered inlo not in the ordinary CQluse of business by [FCA:~ (a) IFCA had on 29 July 2002 entered into a conditional sale and purchase agreement with IFCA (Asia) to acquire the loOOr Property for a purchase consideratioll of RM750,OOO, which was satisfied by the issuance of 750,000 new IFCA ordinary shares of RMI.OO each at par.
(b) IFCA had on 29 July 2002 entered inlo a conditional sale and purchase agrt’ement with IFCA (Asia) to acquire the Penang Property for a purchase consideration of RM427,OOO, which was satisfied by the issuance of 427,000 new IFCA ordinary shares of RM 1.00 each at par.
(c) JFCA had on 29 July 2002 entered into twelve (12) conditional sale and purchase agreements with IFCA (Asia) to acquire the Selangor Property for a total purcbase consideration of RM4,600,OOO, “,llich was satisfied by the issuance of4,600,000 new fFCA ordinary sha~s of RM 1.00 each al par.

(b) ConfUd of Interest aSK hereby confimtS chat, as at the date of this Prospectus, there is no existing or potential conflict of interest in its capacity as the Adviser, Underwriter and Placement Agent for the listing exercise. EY, Messrs. laid Ibrahim & Co. and Messrs. Colliers Jordan Lee & laafar have given their written conflm’lation that tbere are no existing or potential conflicts of interest in its capacity as the Reporting Accountants, Solicitor and Professional Valuer respectively, for the listing exercise.

 

 

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