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Prospectus

Prospectus for the offer


of 18,000,000 Shares at 50 cents each
Lead Manager and Underwritter

Important Notice
This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Shares being offered under this
Lodgement and listing
This Prospectus is dated 10 October 2007 and was lodged with the ASIC on that date. The issuer of this Prospectus is Zingmobile Group Limited (ARBN 126 494 880) (the Company
7 days after the date of this Prospectus. No securities will be issued on the basis of
this Prospectus later than 13 months after the date of this Prospectus.
Offer of Shares in CDI form
The Offer contained in this Prospectus is an invitation to apply for Shares in the Company. Shares will be issued in
the form of CHESS Depositary Interests (or CDIs), which are a form of beneficial interest in Shares held by a depositary nominee. The issue of CDIs is necessary to allow ASX trading
are contained in Section 10.3. References in this Prospectus to “Shares” include references to “CDIs” as appropriate.
Fully underwritten
This Offer is fully underwritten by the Underwriter in accordance with the Underwriting Agreement. The Underwriting Agreement is summarised in Section 10.7.1
Provided the Underwriting Agreement is not terminated, the Offer will raise
$9.0 million.
Investment decisions
The Offer contained in this Prospectus does not take into account the investment objectives, financial situation or particular needs of an investor. It is important that you read this Prosp
in light of your personal circumstances (including financial and taxation issues) and seek professional advice from your accountant, stockbroker, lawyer or other professional adviser b
invest. Some of the risk factors that should be considered by potential investors are outlined in Section 5.
Disclaimer
No person named in this Prospectus, nor any other person, guarantees the performance of the Company, the repayment of capital or the payment of a return on the Shares.
No person is authorised to give any information or make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation no
No overseas registration
This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would
not be lawful to make such an offer or invitation. No action has been taken
to register or qualify the Shares or the Offer, or to otherwise permit a public offering of Shares, in any jurisdiction outside Australia. The distribution of this Prospectus outside Australia
does not constitute an offer or invitation in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or invitation.
Electronic Prospectus
This Prospectus (excluding the Application
Form during the Exposure Period) may be viewed in electronic form at www. zingmobile.net or www.bellpotter.com. au by Australian investors only. The information on these websites
download and read the entire Prospectus.
The Offer constituted by this Prospectus
in electronic or paper form is not available to investors in any other jurisdiction. A paper copy of the Prospectus may be obtained free of charge on request during the Offer Period by ca
Forms attached to or accompanying the Prospectus, unless otherwise directed by the Underwriter. The Corporations Act prohibits any person from passing
an Application Form to any other person unless it is attached to, or accompanied by, a hard copy of the Prospectus or a complete and unaltered electronic copy of the Prospectus.
Exposure period
The Corporations Act prohibits the Company from processing applications in the 7 day period after the date of
lodgement of this Prospectus with ASIC. This Prospectus will be made generally available to Australian residents, without the Application Form, during the Exposure Period by being p
of that period. No preference will be conferred on Applications received during the Exposure Period.
Financial amounts
Money as expressed in this Prospectus is in Australian dollars unless otherwise indicated.
Glossary
Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary in Section 11.
Privacy
By filling out an Application Form to apply for Shares, you are providing personal information to the Company through
the Company’s service provider, the Share Registry, which is contracted by the Company to manage Applications. The Company, and the Share Registry on its behalf, collect, hold and
personal information in order to process your Application, service your needs as a Shareholder, provide facilities and services that you request and carry out appropriate administration
Corporations and tax laws require some of the information to be collected. If you do not provide the information requested in the Application Form, the Company
and the Share Registry may not be able to process or accept your Application.
Your personal information may also be provided to the Company’s agents and service providers on the basis that they deal with such information in accordance with the Company’s pr
of agents and service providers that may
be provided with your personal information and the circumstances in which your personal information may be shared are:
• the Share Registry for ongoing administration of the shareholder register;
• printers and other companies for the purpose of preparation and distribution of statements and for handling mail;
• market research companies for the purpose of analysing the Company’s shareholder base and for product development and planning; and
• legal and accounting firms, auditors, contractors, consultants and
other advisers for the purpose of administering, and advising on, the Shares and for associated actions.
You may request access to your personal information held by (or on behalf of) the Company. You may be required to pay a reasonable charge to the Share Registry in order to access
Registries Limited
Level 2
28 Margaret Street
Sydney, NSW, 2000
Telephone: (61 2) 9290 9600
Facsimile: (61 2) 9279 0664
Email: registries@registries.com.au
Website: www.registries.com.au
If any of your information is not correct or has changed, you may require it to be corrected.

Key Offer Statistics


Summary Offer Details
Offer Price per Share 50c
Shares under the Offer 18,000,000
Gross proceeds of the Offer $9,000,000
Market capitalisation at the Offer Price on the Listing Date $29,041,410
For the Forecast 20071
Diluted EPS (cents) 4.2c
Price Earnings Ratio at Offer Price (times) 12.0x
Enterprise value/EBITDA (times) 5.5x
Enterprise value/EBIT (times) 5.7x
(1) Year ended 31 December 2007
Key Dates
Opening Date 18 October 2007
Closing Date 8 November 2007
Expected dispatch of Holding Statements 12 November 2007
Expected Listing Date 16 November 2007
These dates are indicative only. The Company, in consultation with the Underwriter, reserves the right to
vary the dates and times of the Offer, which include closing the Offer early without prior notice.
Before deciding to apply for Shares, prospective applicants should read the entire Prospectus and, in
particular, consider the assumptions underlying the Pro-forma Forecast Financial Information and the risk factors that could affect the future financial performa

Key Investment Highlights


track record of profits and growth
• Exposure through an ASX listed company to the large and growing Asian mobile content market

Directors forecasting net profit


to increase by 172% in 2007 over
2006 Pro-forma net profit
• An experienced management team that has a track record
of successfully entering new markets
• A scalable business model
• A sizeable market for mobile content in Asia, estimated to be worth USD3.3 billion in 2006
• Growth leveraged to consumer spending and increasing handset sophistication in Asia
• A strategy to enter markets with an estimated 547 million mobile phone users by the end of 2008
• New applications and services ready for launch
Source: Ovum estimates as at December 2006

Summary of Key Risks


• Reliance on a small key
management team, including the CEO, for performance
and growth
• Zingmobile plans to enter new countries where it may not have a track record and where there ar
• New applications and services may not perform as intended
• Potential for increased competition from new and existing competitors. Success will depend on co
• Zingmobile’s business is subject to regulatory oversight and the markets it operates
in may also change. Adverse developments could affect its business and growth plans
• Zingmobile relies on
maintaining relationships with mobile carriers for its business, including billing and collecting reven
• Zingmobile relies on the systems it has developed to sell and deliver services
• The risks commonly associated with managing high forecast growth businesses. Should the Com
it may also be subject to integration and investment risk
This is a summary only. Refer to Section 5 of the Prospectus for a description of these and other risk factors that
could affect the business, financial condition or results of operations of Zingmobile. Prospective Applicants should read the entire Prospectus before applying f

Contents
Questions and Answers 5
Chairman’s Letter 9
1 Offer Summary 11
2 Details of the Offer 17
3 Industry Overview 23
4 The Business 27
5 Risk Factors 37
6 Board and Management 41
7 Financial Information 47
8 Investigating Accountant’s Report 63
9 Tax Report 71
10 Additional Information 75
11 Glossary 87
12 Corporate Directory 90
13 Application Forms 92

Questions and Answers


The following provides an overview of Zingmobile and the Offer.

This section is intended to be read in conjunction with the remainder of the Prospectus.

Q&A
Question Answer Section
What is Zingmobile
and what does
Zingmobile do?
What is being
Offered?
What is the
Offer Price?
What is the
Offer Structure?
How will the proceeds of the Offer be used?
What is the purpose of the Offer?
What is the minimum and maximum Application under
the Offer?
Is the Offer underwritten?
What are the gross proceeds of the Offer?
Zingmobile is a profitable and growing company headquartered
in Singapore that develops and markets mobile content direct to consumers in Asia.
Zingmobile has developed a content library of over 100,000 unique items across 25 applications and services and over 90% of the Company’s sales are derive
is marketed though various channels such as print media and television. Zingmobile also produces its own television game shows and generates revenue from
The Offer is an initial public offering of 18,000,000 Shares at 50c each.
Zingmobile is a Singaporean public company and applicants will receive Shares issued in the form of CHESS Depositary Interests (or CDIs), which are a form
More details regarding CDIs and details on the key legal differences between investing in an Australian and a Singaporean company are contained in Sections
The Offer Price is 50c per Share. Shares will trade on ASX in
Australian dollars.
Zingmobile’s Offer has two parts:
(i) Retail Offer, which includes the Broker Firm Offer and General Public
Offer, being offers to Retail Investors in Australia.
(ii) Institutional Offer, which consists of an invitation to bid for Shares made to Institutional Investors.
Proceeds of the Offer are intended to finance entry into new markets, develop and launch new applications and services, support growth
in existing operations, pay certain costs of the Offer and potentially undertake acquisitions.
The Offer and proposed ASX listing are intended to give Zingmobile access to funds for growth, increase its profile and enhance its ability to attract and retain
The minimum Application is $2,000, being 4,000 Shares at 50c per Share. Additional Shares can be applied for in multiples of 1,000 Shares. There
is no maximum amount that may be applied for in respect of the Offer.
The Underwriter, in consultation with the Company, reserves the right to accept or reject Applications in full or part.
Bell Potter Securities Limited is underwriting the Offer. Subject to the terms of the Underwriting Agreement, the Underwriter will subscribe for any shortfall in Ap
18,000,000 Shares are being offered in this Prospectus, representing approximately 31.0% of the Shares in the Company at the completion
of the Offer. Gross proceeds will be $9,000,000 if the Offer is successful.
Section 4
Section 2
Section 2
Section 2
Section 1.5
Section 2.3
Section 2.4 and 2.5
Section
10.7.1
Section 2

Q&A (CONTINUED)
Question Answer Section
What will the market
capitalisation of the Company be upon listing on the ASX?
What are the key dates of the Offer?
What are the benefits of investing in Zingmobile?
The market capitalisation is expected to be approximately $29.0 million
based on the Offer Price.
Opening Date 18 October 2007
Closing Date 8 November 2007
Dispatch of Holding Statements 12 November 2007
Listing of Shares on ASX 16 November 2007
These dates are indicative only. The Company, in consultation with the Underwriter, reserves the right to vary the dates and times of the Offer, which include cl
The benefits of investing in Zingmobile include investing in a company with:
• A proven business model with a track record of profits and growth
• Exposure through an ASX listed company to the large and growing
Asian mobile content market
• Strong forecast growth, with the Directors forecasting net profit to increase by 172% in 2007 over 2006 Pro-forma net profit
• An experienced management team that has a track record of successfully entering new markets
• A scalable business model
• A sizeable market for mobile content in Asia, estimated to be worth

• Growth leveraged to consumer spending and increasing handset sophistication in Asia


• A strategy to enter markets with an estimated 547 million mobile phone users by the end of 2008
• New applications and services ready for launch.
Section 1.3
Section 2.1
Section 4
Question Answer Section
What are the key
risks of investing in
Zingmobile?
What are the costs of the Offer to the Company?
When will I receive dividends?
What are the
tax implications of investing in Zingmobile?
How do I apply for
Shares?
What is the allocation policy?
When will I receive confirmation that my Application has been successful?
How can I obtain further Information?
Key risks of investing in the Company include, but may not be limited to:
• Reliance on a small key management team, including the CEO, for performance and growth
• Zingmobile plans to enter new countries and launch applications and services in markets where it may not have a track record and where there are establish
• New applications and services may not perform as intended
• Potential for increased competition from new and existing competitors. Success will depend on continuing to compete effectively, innovate and develop new p
• Zingmobiles business is subject to regulatory oversight and the markets it operates in may also change. Adverse developments could affect its business and
• Zingmobile relies on maintaining relationships with mobile carriers for its business, including billing and collecting revenue
• Zingmobile relies on the systems it has developed to sell and deliver services
• The risks commonly associated with managing high forecast growth businesses. Should the Company make acquisitions, it may also be subject to integration
The net fees and costs of the Offer that will be borne by the Company are estimated at approximately $1.4 million, including Offer management and underwritin
The Company does not plan to declare a 2007 dividend. The payment of dividends in the future will be based upon future growth prospects and capital require
An overview of the general situation for an Australian resident taxpayer is outlined in Section 9. However, the taxation implications of investing
in Shares of Zingmobile depend on an investor’s individual circumstances and Applicants should obtain their own tax and financial advice prior
to investing.
Applications for Shares can be made by following the steps set out in
Section 2.4 and by completing the Application Form.
Allocation priorities apply to various components of the Offer. You should consider these priorities before applying for Shares.
The Company, in consultation with the Underwriter, reserves the right to reject any Application in full or in part.
Holding Statements confirming Applicants’ allotments under the Offer are expected to be dispatched by 12 November 2007.
This Prospectus provides information for potential investors in Zingmobile and should be read in its entirety. If, after reading this Prospectus, you have any furth
Section 5
Section 1.6
Section 9
Section 2.4
Section 2.5
Section 2.1
Section
2.12
Contact details For further contact details, see the Corporate Directory in Section 12
of this Prospectus.
Section 12

Zingmobile’s
net profit after tax grew 61% in 2006
Directors forecast
172% profit growth for 2007
Chairman’s Letter
Dear Investor
On behalf of the Board of Directors, I have great pleasure in offering you the opportunity to invest in Zingmobile.
Zingmobile is a profitable and growing public company headquartered in Singapore that develops and markets mobile content direct to consumers in Asia. Zin
Zingmobile has a track record of profit growth and the Directors forecast that net profit after tax will increase by 172% in 2007. Zingmobile has established billin
Zingmobile is positioned to benefit from growing mobile penetration, increasing handset sophistication and rising demand for mobile content in Asia. Zingmobil
Zingmobile is led by an experienced management team that will continue to hold a large shareholding following the Offer, signifying their strong commitment to
This Offer is for 18.0 million Shares at 50c per Share to raise $9.0 million. New funds raised will be used to support entry into new markets, develop and launch
and services, support growth in existing operations, pay certain costs of the Offer and potentially make acquisitions.
Detailed information regarding the Offer and the operations of Zingmobile, as well as potential risks of investing in the Shares, are outlined in this Prospectus. I
Together with my fellow Board members, I look forward to welcoming you as a Shareholder of Zingmobile.
Shane Allan
CHAIRMAN

Section 1
Offer Summary
Rapid mobile penetration growth
is creating a sizeable market for Zingmobile’s mobile
in Asia
1 Offer Summary
This Section provides an overview of Zingmobile and
the Offer and should be read in conjunction with the remainder of this Prospectus.
1.1 Business Overview
Zingmobile is a profitable and growing public company headquartered in Singapore, that develops and markets mobile content direct to consumers in Asia.
Zingmobile has developed its own content library of over 100,000 unique items, across 25 applications and services. These fall into three categories; being pe
Over 90% of Zingmobile’s sales are from its own content and Zingmobile has sold to an estimated
6 million customers during the 12 months to June 2007.
Zingmobile markets to customers through advertising in print, television and other media channels. Zingmobile’s marketing model is known as an off-net mode
customers are reached directly and without reliance
on mobile carriers to promote services. In addition, Zingmobile also produces its own television game shows and generates revenue from the SMS traffic these
1.2 The Offer
This Prospectus invites Investors to apply for 18,000,000
Shares at 50c per Share to raise $9,000,000.
Zingmobile is a Singaporean public company and applicants will receive Shares issued in the form of CHESS Depositary Interests (or CDIs), which are a form
More details regarding CDIs and details on the key legal differences between investing in an Australian and a Singaporean company are contained in Sections
10.5. References in this Prospectus to “Shares” include
references to “CDIs” as appropriate.
Zingmobile’s Suite of 25 Applications and Services
Personalisation

Information
and Utilities
1.3 Key Offer Statistics
The following table sets out the key Offer statistics based on the Offer Price.

Market capitalisation on Listing (AUD) $29,041,410


Enterprise value (AUD)1 $21,342,799
Fully diluted EPS (AUD)2 4.2c Price earnings ra
Note:
(1) Market capitalisation less net cash of $7,698,611
(2) Earnings Per Share, being forecast net profit after tax, divided by fully diluted shares outstanding on the completion of the Offer
(3) Offer Price divided by EPS
1.4 Summary Financials
The following outlines the summary consolidated financial performance of Zingmobile Group & its controlled entities.
Year ended 31 December
2005 Actual 2006 Actual 2007 Forecast
‘000
Pro-forma
AUD
Pro-forma
SGD
Pro-forma
AUD
Pro-forma
SGD
Pro-forma
AUD
Pro-forma
SGD
Revenue 3,835 4,942 5,268 6,372 12,908 16,150
Cost of goods sold (2,468) (3,181) (2,710) (3,278) (6,685) (8,364)
Gross profit 1,367 1,761 2,558 3,094 6,223 7,786
Operating costs (660) (850) (1,180) (1,427) (2,237) (2,799)
EBITDA
(before public company expenses) 707 911 1,378 1,667 3,986 4,987
Public company expenses (120) (150)
EBITDA 707 911 1,378 1,667 3,866 4,837
Depreciation & amortisation (57) (73) (88) (106) (110) (138)
EBIT 650 838 1,290 1,561 3,756 4,699
Net interest (expense)/income 26 33 (30) (37) (141) (176)
Profit before tax 676 871 1,260 1,524 3,615 4,523
Income tax expense (140) (180) (341) (412) (1,195) (1,495)
Net profit after tax 536 691 919 1,112 2,420 3,028
In the six month period to 30 June 2007, approximately SGD1.68m of the profit forecast has been achieved,
representing approximately 55.6% of the forecast profit for 2007. Financial Information for the period ended 30 June
2007 is outlined in Section 7.5.
Investors should note that Zingmobile’s reporting currency is Singapore dollars (“SGD”). For ease of reference, the figures in the table above include both Aust
The Pro-forma Forecast Financial Information reflects a number of estimates and assumptions that are subject to business, economic and competitive uncerta
The Pro-forma Forecast Financial Information presented in this Prospectus may vary from actual financial results, and these variations may be material. Detail
The key assumptions underlying the Pro-forma Historical Financial Information and the Pro-forma Forecast Financial
Information are set out in Section 7 of this Prospectus.

1 Offer Summary (CONTINUED)


1.5 Use of Proceeds and Purpose of the Offer
Source AUD Application AUD
Issue of Shares $9.0 million Geographic expansion $3.0 million
Working capital to support growth $2.0 million
Provision for acquisitions and
investments
$2.0 million
New product development $0.6 million
Costs of the Offer $1.4 million
Gross Proceeds $9.0 million Application of Funds $9.0 million
The information in the above table is a statement of intention as at the date of this Prospectus and the exact amount
expended, and the spending on any particular item may depend on factors that are subject to change and which cannot be determined with complete accuracy
Following Listing, the Directors believe Zingmobile will have sufficient funding and working capital to carry out its stated plans.
1.6 Dividend Policy
Zingmobile does not intend to declare a dividend in 2007 and intends to reinvest profits for organic growth and
acquisitions as appropriate. The Company may distribute dividends in the future based on future growth prospects and capital requirements.
No guarantee can be given about the payment of dividends, the level of franking, or imputation of such dividends for any period as these matters will depend o
1.7 Business and Investment Risks
Key risks of investing in the Company include, but may
not be limited to:
• Reliance on a small key management team,
including the CEO, for performance and growth
• Zingmobile plans to enter new countries and launch applications and services in markets where it may not have a track record and where there are establish
• New applications and services may not perform as intended
• Potential for increased competition from new and existing competitors. Success will depend on continuing to compete effectively, innovate and develop new
• Zingmobile’s business is subject to regulatory oversight and the markets it operates in may also change. Adverse developments could affect its business and
• Zingmobile relies on maintaining relationships with mobile carriers for its business including billing and collecting revenue
• Zingmobile relies on the systems it has developed to sell and deliver services
• The risks commonly associated with managing high forecast growth businesses. Should the Company make acquisitions, it may also be subject to integratio
1.8 Enquiries
This Prospectus provides information for potential
investors in Zingmobile and should be read in its
entirety. If, after reading this Prospectus, you have any
further questions, please contact your stockbroker, accountant or independent financial adviser for more information.
1.9 Overseas Distribution
The distribution of the Prospectus outside the Commonwealth of Australia may be restricted by law. Consequently, all persons who receive the Prospectus mus
to any person to whom, the making of such an offer would not be lawful under the laws of any jurisdiction
outside Australia.
A summary of various risk factors potential investors in
Zingmobile should be aware of is provided in Section
5. Before deciding to apply for Shares, prospective Applicants should read the entire Prospectus and, in particular, should consider the assumptions underlying
the risk factors that could affect the future financial
performance of the Company.

Section 2
Details of the Offer
Zingmobile intends
to aggressively leverage its proven model to participa
fast growing demand for mobile content
in Asia

2 Details of the Offer


2.1 The Offer
This Prospectus invites Investors to apply for a total of 18,000,000 Shares in Zingmobile at a price of 50c per Share to
raise gross proceeds of $9,000,000.
Date of this Prospectus 10 October 2007
Opening Date 18 October 2007
Closing Date 8 November 2007
Expected dispatch of Holding Statements 12 November 2007
Expected Listing Date 16 November 2007
These dates are indicative only. The Company, in consultation with the Underwriter, reserves the right to vary the dates and times of the Offer, which includes c
2.2 Capital Structure
The table below sets out the ownership of Shares before the Offer and immediately following the Offer.

After
the Offer
Held by existing shareholders1,2 40,082,820 100% 40,082,820 69.0%
To be issued under this Offer 18,000,000 31.0% Total
(1) 7,688,754 Shares have been set aside for an Employee Share Plan. Please refer to Section 10.8 for details.
(2) Certain Shareholders including the Major Shareholder will be subject to either voluntary escrow arrangements or orderly market arrangements, as set out in Sections 10.7.2. and 1
2.3 Purpose of the Offer
Zingmobile’s Directors anticipate that an ASX listing will bring the following benefits:
• Allow Zingmobile to capitalise upon growth opportunities by raising new capital and improving future access
to capital
• Increase public and international profile
• Provide a potentially valuable currency in the form of ASX listed shares that may be used to fund future growth opportunities, including acquisitions made us
• Enhance the ability to attract and retain the services of key employees by providing them with the opportunity to own Shares
• Improve contracting ability with mobile carriers due to higher profile
2.4 Structure of the Offer
The Offer comprises:
• A Retail Offer, which is made pursuant to this Prospectus and consists of:
– A Broker Firm Offer, open only to Australian resident investors who have received a firm allocation from their
Broker; and
– A General Public Offer, open only to Australian resident retail investors.
• An Institutional Offer which consists of an invitation to bid for Shares made to Institutional Investors in Australia.
All Shares being offered under this Prospectus will rank equally with each other and the Shares on issue at the date
of this Prospectus.
2.4.1 The Retail Offer
An Application made in respect of the Retail Offer is an offer by the Applicant to subscribe for Shares and, to the extent permitted by law, is irrevocable.
A Retail Offer Applicant must have a registered address in Australia and must provide the information requested on the applicable Application Form.
Who can apply under the Retail Offer?
Broker Firm Offer
The Broker Firm Offer is open only to Australian resident Retail Investors who have received a Broker Firm Allocation from their Broker. Where an Applicant ha
General Public Offer
The General Public Offer is open to Australian resident Retail Investors only, and does not include the Broker Firm Offer. The Company (in consultation with the
How do I apply under the Retail Offer?
Applications in the Broker Firm and General Public Offers can only be made by completing and lodging the Application Form accompanying this Prospectus.
The Application Form contains detailed instructions on how it is to be completed. An Application Form must be accompanied by a cheque in Australian dollars,
for the Shares must be made in full at the Offer Price of 50c for each Share subscribed. Applications which do not meet these requirements may be refused at
the Underwriter. Completed Application Forms and Application Money must be received before 5.00 pm EST on the Closing Date of the Offer. The minimum Ap
Broker Firm Offer
Broker Firm Offer Applicants must lodge their Application Form and Application Monies with the Broker from which they received a firm allocation in accordance
If you elect to participate in the Broker Firm Offer,
your Broker will act as your agent in submitting your Application Form and Application Monies to the Share Registry (which receives them on behalf of the Com
that your Application Form and Application Monies are submitted to the Share Registry before 5.00 pm EST on the Closing Date.
General Public Offer
Completed Application Forms in the General Public Offer and accompanying cheques should be lodged at the following address as soon as practicable after th
By mail to: Registries Limited PO Box R67
Royal Exchange
Sydney NSW 1223
By hand to: Registries Limited
Level 2/28 Margaret Street
Sydney NSW 2000
2.4.2 The Institutional Offer
The Institutional Offer consists of an invitation to certain Institutional Investors to apply for Shares under this Prospectus.
Application procedures for Institutional Investors have been advised by the Company and Underwriter.
The Company, in agreement with the Underwriter, reserves the right to vary the dates and/or times of the Institutional Offer without notice.
Any bid in the Institutional Offer is an irrevocable offer by the relevant bidder to subscribe, acquire or procure subscribers or acquirers for the Shares bid for (or
including any supplementary or replacement document. Bids can be accepted or rejected in whole or in part, without further notice to the bidder. Acceptance o
bid will give rise to a binding contract.

2 Details of the Offer (CONTINUED)


2.5 Allocation Policy
Applicants who sell Shares before receiving an initial
Holding Statement do so at their own risk.
Subject to the allocation priorities described below, the Underwriter, in consultation with the Company, has an absolute discretion regarding the allocation of Sh
for at its absolute discretion. This discretion includes the split of allocations between the Retail Offer and Institutional Offer (subject to any firm allocations unde
No Applicant under the Offer, or bidder under the Institutional Offer, has any assurance of being allocated all or any Shares applied for (other than any Broker F
Subject to the principles described below, allocation of the Shares between the constituent parts of the Offer and Institutional Investors within those constituent
the Company.
The allocation policy will be influenced by the following factors:
– the number of Shares applied for;
– the overall level of demand under the Retail Offer and Institutional Offer;
– the desire for a wide spread of investors including
Institutional Investors; and
– the desire for an informed and active market for trading Shares following the completion of the Offer.
Allocations under the Broker Firm Offer
Shares which have been allocated to Brokers for allocation to their Australian resident Retail Investors will be issued to Broker Firm Applicants nominated by th
Allocations under the General Public Offer
The Company, in consultation with the Underwriter, reserves the right to reject any Application or to allocate a lesser amount than that applied for or to allocate
no Shares to Applicants in the General Public Offer. If an Application is not accepted or accepted in part only, the relevant part of the Application Monies will be
Monies refunded.
Allocations under the Institutional Offer
The Company, in consultation with the Underwriter, will have absolute discretion regarding the basis of allocation of Shares in the Institutional Offer.
Details of the arrangements for notification and settlement of allocations applying to participants in the Institutional Offer will be provided to participants by
the Company.
Allocation Priority
The allocation priority in respect of each component of the Offer is as follows:
1. Broker Firm Offer
2. Institutional Offer
3. General Public Offer
2.6 Brokerage, Commission & Stamp Duty
No brokerage, commission or stamp duty is payable
by Applicants upon acquisition of the Shares under the Offer. It is not proposed to pay any stamping fees to Brokers under the Offer. Certain fees are payable t
2.7 Underwriting Agreement
The Underwriter has agreed to underwrite and manage the Offer on the terms of the Underwriting Agreement. Details of the material terms of the Underwriting
2.8 ASX Listing
Application will be made to ASX within 7 days after the
date of the Prospectus for the Company to be admitted to the Official List of ASX and for Official Quotation of the Shares on ASX. If ASX does not grant permis
If an application for admission of the Shares to Official
Quotation is not made within 7 days after the date
of this Prospectus or the Shares are not admitted to
Official Quotation within the time specified in Section
723(3) of the Corporations Act, all Application Monies under this Offer will be refunded without interest in accordance with the Corporations Act. ASX accepts n
in any way as an indication of the merits of the Company or of the Shares offered by this Prospectus.
The ASX trading code for Zingmobile will be ZMG.
2.9 Allotment
The Company will not process any Application until the expiration of the Exposure Period. Shares applied for under this Prospectus will be allocated as soon a
Company irrespective of whether the Shares are issued.
Where the number of Shares issued is less than the number applied for by the Applicant, the surplus Application Monies will be refunded by cheque within
14 days of the Closing Date. Where no Shares are
issued, the Application Monies will be refunded in full by cheque within 30 days of the Closing Date.
2.10 Offer of Shares in CDI Form
The Offer contained in this Prospectus is an invitation to
apply for Shares in the Company. Shares will be issued in the form of CHESS Depositary Interests (or CDIs), which are a form of beneficial interest in Shares h
to allow ASX trading. CDIs give a holder similar, but
not identical, rights to a holder of Shares. More details regarding CDIs are contained in Sections 10.3 and
10.4. References in this Prospectus to “Shares” include references to “CDIs” as appropriate.
2.11 Voluntary Escrow Arrangements
The Major Shareholder of the Company, Mr Teo Siew Kiet has entered a into a Voluntary Escrow Deed under which he has agreed not to sell or otherwise disp
2.12 Investor Enquiries
This Prospectus provides information for potential investors in Zingmobile and should be read in its entirety. If, after reading this Prospectus, you have any furth

Section 3
Industry Overview
Asia’s market for mobile content
is growing rapidly and has been estimated at USD3.3
in 2006

3 Industry Overview
3.1 Introduction
Zingmobile operates within the mobile content industry.
The mobile content industry provides personalisation, entertainment, information and other services for mobile phone users.
By the end of 2007 Zingmobile plans to offer services in Singapore, Malaysia, Indonesia and Bangladesh
(the “Zingmobile Markets”). Zingmobile also intends to launch services in China, but does not expect to have nationwide coverage by the end of 2007. For this
According to Ovum, the market for mobile content in the Zingmobile Markets is forecast to grow at an estimated growth rate of 32% p.a. between 2005 and 201
Mobile Content Revenue (US$million)
Year ended 30 December
1,000
3.2 Drivers of Mobile Content Growth
The Company has identified a number of positive drivers
of mobile content growth in the Zingmobile Markets. These are discussed below.
3.2.1 Strong underlying mobile subscriber growth rates
From 2005 to 2010, Ovum forecast that the number of mobile subscribers in Zingmobile Markets will grow from 70 million to 140 million. This represents a Cum
Key drivers of this growth in mobile subscribers include the current low penetration rates of mobile phones
as well as population growth. Personal computer ownership and internet access rates are also typically lower in Asian countries, resulting in the mobile
phone being relatively more important compared to the internet for information, entertainment and
communication.

2005 2006
2007 2008
2009
2010
Mobile Subscribers (million)
Year ended 30 December
150
120
90
60
Australia Zingmobile Markets
Source: Ovum, December 2006
30
0
2005 2006
2007 2008
2009
2010
Australia Zingmobile Markets
Source: Ovum, December 2006
3.2.2 Growth in usage of mobile content
The increasing sophistication of mobile handsets and carrier networks, coupled with the growing use of the mobile phone for entertainment and utility, is expec
Advances in the technical capability of phones and networks have allowed more sophisticated and media rich items to be enjoyed on the mobile phone, such
as high quality video and sound as well as processor intensive games. These advances provide the opportunity to sell media rich content not possible with old
Mobile Content Users (million)
Year ended 30 December
80
64
48
32
3.2.3 Rising average spending per user
The growth in mobile content demand is also supported by rising spending per user. Mobile phones have
taken an increasingly central role in daily life. This has generally brought about the higher demand for personalisation, as well as the greater use of mobile pho
2005 and 2010 as illustrated below.
Average Mobile Spend per user p.a. (US$)
Year ended 30 December
8
7
6
5
4
3
2
1
0

16
2007 2008
2009
2010
0
2005 2006
2007 2008
2009
2010
Source: Ovum, December 2006 in Zingmobile Markets
3.2.4 Strong Asian economic growth is driving consumer spending and technology adoption
Source: Ovum, December 2006 in Zingmobile Markets
From 2005 to 2010, Ovum forecast that the number of users of mobile content in the Zingmobile Markets will rise from 18 million to 70 million. This represents
a CAGR of 31% which is double the underlying rate of subscriber growth illustrated above.
Importantly, the growth in mobile content demand is also supported by rising spend per user, which is discussed below.
Economic growth rates in Asia have generally been
much higher in recent years than developed markets such as Australia. Rapid rates of economic growth are also anticipated to underpin future growth in the si
GDP Growth Rate (%)
Year ended 30 December 2006
12
10
8
6
4
2
0
Australia Indonesia
Malaysia Bangladesh Singapore
China
Source: CIA, World Fact book

Section 4
The Business
Zingmobile has offices in countries which had an estim
547 million mobile subscribers as at
the end of 2006

4 The Business
4.1 Overview of Zingmobile
Zingmobile is a Singapore based company that develops and markets mobile content direct to consumers in Asia.
Zingmobile has developed a content library of over
100,000 unique items across 25 applications and services. Over 90% of Zingmobile’s sales are from its own content. Zingmobile also produces its own
television game shows and generates revenue from the
SMS traffic these produce.
Zingmobile markets to its customers through
advertising in print, television and other media channels. Zingmobile’s marketing model is known as an off-net model as it reaches customers directly and does
rely on mobile carriers for the promotion and marketing of services.
Zingmobile’s revenue streams comprise subscription, bundled and per download payments. Services are delivered through Zingmobile’s proprietary Alchemy
Platform and payments for the Group’s products and
services are billed by the carriers to which customers subscribe. Zingmobile collects payment direct from these carriers, which retain a portion of revenue in ex
The Directors believe that the revenue sharing model creates a mutually beneficial partnership with mobile carriers, as Zingmobile’s success increases the rev
4.2 History
Zingmobile commenced operations in 2002 when Zingmobile Pte Ltd first offered mobile content to mobile users in Singapore. Zingmobile estimates it has
sold products to over six million unique customers in the
12 months to June 2007.
Zingmobile’s Key Milestones
Sales of mobile content to telecom carriers
begin in Singapore
Direct-to-consumer sales of mobile content such as ringtones,
pictures and Java games begins
Product range expands to 10 applications
and services
Preparation for Indonesian expansion
Mobile applications and services expands to 25
Zingmobile begins business in Indonesia and
rolls out TV customer acquisition strategy
Preparation for Public Offer, expansion into new markets and
development of a social networking product
4 The Business (CONTINUED)
4.3 Operations
Zingmobile is headquartered in Singapore, where
the head office provides functions including product development, corporate strategy, general management and treasury functions for the Group’s regional ope
Zingmobile currently employs 52 staff, of which 35 are located outside Singapore. Most of Zingmobile’s staff are deployed in content creation, marketing, desig
Singapore is one of the few countries in the world to have four official languages and Zingmobile regards its familiarity with cultural nuances and experience in
The Company’s other current operation is in Indonesia.
Zingmobile commenced operations in Indonesia in July 2006 and it is now the Company’s largest and fastest growing market.

Zingmobile has developed a content library of over


100,000 unique items across 25 applications and services. These fall into three categories being:
(i) Personalisation;
(ii) Entertainment and games; and
(iii) Information and utilities.
Zingmobile’s Suite of 25 Applications and Services
Personalisation

Information
and Utilities
Personalisation
Product Description
Wallpapers Background patterns and images used to personalise mobile phone screens
Ringtones True, polyphonic and monophonic tunes
Picture Messages Picture and symbol based products used to add impact to a message Voicemails Personalised gree
greeting messages
Animated Wallpaper Animated colour picture
Entertainment, Community and Games
Product Description
Quizzes Q&A of interesting topics via text messaging and premium rate services
Astrology/Horoscope Daily fortune forecasts
Mobile Chat (Live, Voicemail
and SMS)
A program which allows users to send and receive messages with a group of
people simultaneously
Multimedia Messaging Audio clips, photographs and other rich media messages
Gaming Scratch Card Mobile ‘scratch to win’ game
Song Dedication Send a friend a song with accompanying voice message
Prank Call Send a friend a nuisance voice call
Mobile Karaoke Mobile application with music and lyrics used for a karaoke “sing-along” Java Game Entertaining prog
Fastest Finger Game involving pressing the phone in a pre determined number of instances in the shortest time
SMS Pal Profile introduction and matching service
Information, Applications and Utilities
Product Description
Information-on-demand Latest news and information delivered straight to the mobile
Personal tips Health, beauty and lifestyle
Sports Latest sports results, news and information
Polling & voting A program allowing vote casting on a mobile, and can be used as a quantitative data collection tool
Lucky Number Generates numbers that are linked to personal attributes
Java Menu Java application for mobile phones that loads a pre-programmed menu with a selection of content
Bidding/Auction Various types of bidding methods with automated service
Over 90% of Zingmobile’s sales are of its own content. A small portion of sales is of content under licence from third
parties, such as certain commercial music and video content.
The composition of Zingmobile’s sales by product varies from market to market and period to period and is also influenced by the bundling, subscription and pr
In addition to providing content, Zingmobile has also recently launched television quiz shows in Indonesia. These are broadcast on regional television stations

4 The Business (CONTINUED)


Television Strategy
Zingmobile launched its first television quiz shows in
2007 and they are broadcast regularly on regional and national television stations in Indonesia. Zingmobile earns revenue from the SMS traffic generated by th
Zingmobile is one of the first companies to use television to market mobile content in Indonesia and also generates revenue from television using its own “Squ
Zingmobile’s television strategy is to own the audience relationship by combining:
i) The broad reach and immediacy of television;
ii) Self produced shows and content; and
iii) The interactivity and billing platform of the mobile phone.
Revenue from television based streams accounted for 32% of Group revenues in 1H2007 compared to less than 1% in 1H2006. The Directors have identified
television as a potentially strong driver of future growth and aim to repeat the Company’s Indonesian success in other countries.
Group Revenue from TV Shows and Commercials
Total sales: AUD2.0m Total sales: AUD6.1m

Zingmobile markets to its customers through


advertising in print, television and other media channels. Zingmobile’s marketing model is known as an off-net model as it reaches customers directly and does
Developing strong content offerings and implementing an effective strategy to reach targeted customers
is fundamental to Zingmobile’s success. The Group focuses a great deal of attention on analysing the channel, media and strategy to best reach various custo
time of day.
<1%
1H06 1H07
32%
Zingmobile’s marketing programs are typically planned
alongside content offerings. The effectiveness of marketing programs are constantly analysed and the marketing strategy adjusted as required to optimise effe
Zingmobile’s Directors believe that the Company’s expertise in reaching mobile content users through the major forms of media, and its growing expertise
in broadcast mediums and direct marketing (“off-net”)
provide a solid foundation for future growth.
4.6 Technology
Zingmobile’s key technology is its proprietary Alchemy Platform. Alchemy is an interoperable platform that provides tools to package, deliver, store, publish, an
Alchemy manages and supports the entire delivery process including testing and quality control, pricing and packaging, catalogue management and mobile de
Alchemy incorporates the following capabilities and functions:
Content management and repository
The Alchemy Library of over 100,000 unique items is hosted in a secure off-site data centre environment and regularly backed up to multiple redundant locatio
Billing engine
Alchemy manages real-time billing for a wide range of content charging and revenue sharing models. Zingmobile is capable of managing billing arrangements
Delivery engine
Alchemy’s integrated delivery engine indexes, locates, retrieves, processes and delivers content to customers, uploading it from the content repository and del
it to end users. Alchemy is capable of processing peak
loads of in excess of 10,000 items per minute.
Zingmobile’s Proprietary “Alchemy” Platform

4 The Business (CONTINUED)


Market analytics
Alchemy incorporates analytical and management tools to provide real-time reviews, reports and analysis of customer behaviour and sales performance. Alche
adjust and refine offerings and marketing.
4.7 Revenue Share and Payment Collection
Zingmobile collects payment through its billing relationships with mobile carriers. This dramatically
reduces credit risk and simplifies collection as
compared with billing retail customers.
In return for this billing relationship, Zingmobile shares a portion of gross revenues with its carrier partners. The percentage share varies depending on the ma
4.8 Growth Strategy
In addition to benefiting from the strong growth in its markets, Zingmobile intends to implement four key initiatives to increase future sales and revenue:
• Enter new large addressable markets
• Develop new applications and services
• Build an efficient distribution network to maximise reach and cost efficiency
• Pursue potential acquisitions
4.8.1 Enter large addressable markets
Zingmobile currently operates in two key markets which had an estimated total population of approximately
240 million people and 64.0 million mobile subscribers at the end of 2006. Zingmobile plans to begin launching services to China, Malaysia and Bangladesh in
At the end of 2006, the markets that Zingmobile
has plans to enter were estimated to have over 547 million mobile subscribers and are forecast by Ovum to add approximately 137 million further subscribers
2008, Zingmobile would experience an increase in its total addressable market of more than ten times, from new market entry and underlying subscriber growt
After commencing operations in Indonesia in July 2006, Zingmobile has built a profitable and growing presence in this country. Zingmobile will aim to repeat th
In the future, Zingmobile may also consider entering certain other markets outside of Asia (e.g. US, Europe and Australia) where there may be specific high po
4.8.2 Develop new applications and services
Zingmobile intends to continue developing new applications and services. These may be launched in new markets as well as through its established mobile ca
3G networks) are expected to continue creating new opportunities for enhanced products.
Zingmobile intends to launch an enhanced “Mobile Internet” (“Mi” platform), and platforms focusing on social networking, shopping and blogging in late 2007.
ZingDates, a social networking product that uses the mobile phone as a platform to meet new people, has been developed and is currently being studied for p
4.8.3 Build efficient distribution networks
Zingmobile will prioritise the development of distribution channels which may be digital (e.g. internet), traditional media (e.g. print) and broadcast (e.g. televisio
4.9 Acquisitions
As well as organic growth, Zingmobile may seek to grow its business through strategic acquisitions and investments. Investment opportunities that Zingmobile
(i) Complementary technology: This refers to applications or services that would complement the existing customer base or allow the Group to access a new
(ii) Enhance distribution: Efficient distribution is critical to revenue and margins, and companies that can increase penetration, expand reach or improve cost e
(iii) Build and enhance market position: Companies
that can help accelerate Zingmobile’s development in new and existing markets may be attractive
as acquisition targets. Such acquisitions may accelerate time to market, or help the Group enhance its industry position.
(iv) Earnings accretion: Acquisitions that increase medium and long-term shareholder value are likely
to be attractive to Zingmobile.
ZingDates: Social Networking

Section 5
Risk Factors
5
5 Risk Factors
5.1 Overview
Zingmobile operates in a rapidly evolving and competitive industry. Prospective investors in Zingmobile should be aware that subscribing for Shares under this
There can be no guarantee that Zingmobile will achieve its stated objectives, that its financial forecasts contained in Section 7 will be met or that forward- looki
5.2 and 5.3 respectively.
Potential investors should read the entire Prospectus before deciding whether to invest in Shares and should specifically consider the risk factors contained wi
their own personal circumstances and seek professional advice before deciding to invest in the Company.
5.2 Specific Risk Factors
The business activities of Zingmobile are subject to a number of risks that could affect Zingmobile and the industry in which it operates. These factors may sub
decision. Some of these are listed below. The following is not intended to be an exhaustive list of the risk factors to which Zingmobile is exposed, rather the pu
is to outline the risks the Directors consider the most
relevant to investors.
5.2.1 Reliance on key management
Zingmobile depends on a small number of key managers to manage its business and rapid expansion could strain managerial, financial and other resources. Z
and contractors and to recruit new personnel as the need arises, the loss of one or more key personnel may adversely affect the Company’s earnings or growt
retain this key employee or any of its other employees.
5.2.2 New product and new market risk
Zingmobile plans to enter new countries and launch new applications and services. Zingmobile’s prospects should be considered in light of the risks, uncertain
will depend upon the success or otherwise of the business model implemented and a number of other factors, including market conditions and the reaction of i
services is also subject to development and technology risk, especially where products are developed by
the Company. These risks could include higher than anticipated development costs, failure of the technology to work as intended, or lack of demand for the pro
5.2.3 Competition
Zingmobile operates in a fragmented industry with many competitors and the frequent introduction of new products and technologies. Zingmobile is subject to
5.2.4 Regulatory and operating environment risk
Zingmobile’s business is subject to industry and government regulations and Zingmobile may require specific licences to operate. The relevant regulations var
or the inability to obtain the necessary licences to enter new markets, would affect Zingmobile’s business and the future growth prospects of the Company.
Zingmobile also relies on the ability to continue its business model for future performance and execution of its growth plans. Any change which may affect Zing
a change in its operating environment caused by a regulator, carriers or other sources, may affect its future earnings and profits.
Some of the countries Zingmobile operates in are not as developed as Australia and may carry higher political, legal, economic and other risks that may advers
5.2.5 Carrier relationships
Zingmobile’s relationship with carriers are critical for its business, including the delivery of services and collection of sales revenue. Zingmobile’s agreements w
and are subject to renewal by agreement. There are no guarantees that all agreements will always be successfully renewed or renewed on as favourable term
carrier.
5.2.6 Systems and technology risk
Zingmobile relies significantly on the interoperability and integrity of the mobile infrastructure it uses to sell and deliver services which includes carrier equipme
Zingmobile has invested significantly in the development of its information technology, applications and services. There can be no guarantee that unauthorised
Zingmobile operates in a fast changing market, with demand being driven by new products and services. The inability to respond to technological developmen
5.2.7 Risks associated with managing high forecast growth
There are a number of risks associated with managing high forecast growth. In particular, to manage forecast growth effectively, the Company will need to mai
5.2.8 Risks associated with mergers and acquisitions
As part of its growth strategy, Zingmobile may make acquisitions of, or significant investments in, complementary companies with valuable businesses, synerg
in making acquisitions of such companies, products and technologies, which may include the inability
to integrate these new businesses, or assumption of previously unknown liabilities. There can be no guarantee that a merger or acquisition will perform at
the level anticipated by management.

5 Risk Factors (CONTINUED)


5.2.9 Exchange rate risk
Zingmobile’s reporting currency is the Singapore dollar and the Group operates in jurisdictions which typically generate revenues, expenses and liabilities in lo
affect the Company’s reported financial performance in
Australian dollars.
In addition, any dividends declared by the Company are expected to be denominated in Australian dollars. Therefore an appreciation of the Australian dollar re

5.3.1 Stock market fluctuations


The value of Shares will be determined by the share market and will be subject to a range of factors beyond the control of the Company and the Directors. Sha
the Shares. Factors that may influence the investment climate in stocks may not relate to actual performance of the Company and may include general econom
5.3.2 General economic conditions
Zingmobile is dependent on consumer sentiment and general conditions including the outlook of the economies in which it operates, and could be impacted by
5.3.3 One-off events
An outbreak of disease, an act of terrorism or an outbreak of international hostilities may occur, adversely affecting consumer confidence, customer spending a
5.3.4 Investment risk
The Shares offered under this Prospectus carry no guarantee with respect to return on capital or the price at which the Shares will trade on the ASX and there
can be no assurance that an active trading market will develop for the Shares. It is important to note that prior to the Offer, there has been no public market for
If you are in any doubt whether you should invest in Zingmobile, you should seek advice from your stockbroker, accountant or independent financial adviser.

Section 6
Board and Management

6
6 Board and Management

Shane Allan
Independent Non-executive Chairman
Shane is a broadly experienced senior executive in the telecommunications industry. He has served as CEO for Powertel Limited and also held senior position
Financial Officer of Australian Wool Innovation Limited, a public not-for-profit organisation that is owned by and works solely for the benefit of Australian Woolg
Shane is also a non-executive director of ASX listed Selected Vaccines Ltd and Orion Telecommunications Ltd and was up until recently a non-executive direct
Siew Kiet TEO
CEO and Executive Director
Siew Kiet is the Founder and CEO of Zingmobile, and has been the driving force behind the Group’s business and growth since inception. With considerable in
Siew Kiet currently spearheads some of the Group’s most important initiatives, including regional expansion, the development of T V media and social network
Siew Kiet’s professional experience includes the
role of Deputy Managing Director of an Asian based Joint Venture with Omicron (Australia) where he was responsible for overseeing one hundred employees,
Siew Kiet graduated from New York University with a Bachelor of Science degree in both Marketing and Finance in 1992.
Teck Guan ONG
Independent Non-executive Director
Teck Guan is currently Chief Operating Officer of a Singapore listed telecommunications company, ArianeCorp Limited with investments in voice and data busi
the telecommunications and internet industry in Asia, Teck Guan brings to Zingmobile extensive experience in operational, strategic planning and regulatory co
Teck Guan was also the former Managing Director for Singapore and General Manager, Hong Kong of Pacific Internet, a NASDAQ listed internet communicatio
Teck Guan holds a degree in Business Administration
(Marketing) from the University of Hawaii.
6.2 Management
Nick Geddes
Company Secretary
Nick is the principal of Australian Company Secretaries, a company secretarial practice, that he formed in
1993. Nick is a Vice President of the National Council of Chartered Secretaries Australia and a former Chairman of the NSW Council of that Institute. His previo
Nick is a Chartered Accountant (Fellow of Institute of Chartered Accountants in England & Wales) and Fellow of the Institute of Chartered Secretaries (Charter
David Leow
VP, Corporate Development
David heads Corporate Development and oversees the Group’s acquisition strategy. He brings to Zingmobile senior experience in equity capital markets acros
Asia, Australia, Europe and the USA and his diverse background includes investment banking, principal investment, private equity and venture capital.
David has served as Director of Business Development for Virgin (Asia) Management, Vice President of the Development Bank of Singapore’s Global Private E
David’s industry experience includes the role of telecom analyst and member of the Regional Telecom team for HSBC Securities Asia.
David is a Charter holder with the Institute of Financial Analysts (USA) as well as the Institute of Chartered Accountants in Australia and holds a Bachelor of Co
Li Ghin Lim
Chief Operating Officer
In his current role at Zingmobile, Li Ghin is tasked
with taking the Zingmobile brand and business into a
strong leadership position in the rapidly growing mobile content space across the Asia Pacific region. Li Ghin
is responsible for overseeing the overall operations of the Group, including product development, process management and technology implementation. Li Gh
Li Ghin’s management experience stems from a decade of senior finance and commercial background roles.
Li Ghin began his career as an auditor with KPMG and PricewaterhouseCoopers. Li Ghin earned a Bachelor of Commerce at the University of Western Austra
Henry Lye
Chief Financial Officer
Henry has 30 years of senior finance experience and has served in Asian subsidiaries, major multinationals such as Seagate and Schlumberger and large gov
Sembawang Corporation at a senior VP level. His wealth of experience includes financial control, corporate secretarial, taxation, internal and external audit. He
career at Peat Marwick Mitchell & Co (now KPMG).
Henry is a Fellow of the Association of Chartered
and Certified Accountants (UK) and a Certified Public
Accountant of Singapore.

The Board of Directors of the Company is responsible for the overall corporate governance of the Company. The Board endorses the ASX Corporate Governan
its corporate governance systems comply with statutory requirements and to maintaining the Company’s focus
on transparency, responsibility and accountability.
6.3.1 Board of Directors
The Board of the Company currently comprises two independent non-executive Directors, one of whom
is the Chairman, and one executive Director (the CEO).
The Board has adopted criteria for “independence” which correspond with the recommendation in the ASX Principles.
The Board has adopted a Charter which sets out the
Board’s responsibilities which include:
• evaluating, approving and monitoring the strategic
and financial plans and objectives of the Company;
• determining the Company’s dividend policy, the operation of the Company’s dividend reinvestment plan and the amount and timing of all dividends;
• approving all accounting policies, financial reports and material reporting and external communications by the Company;
• ensuring that effective audit, risk management and regulatory compliance programmes are in place;
• evaluating, approving and monitoring annual budgets and business plans;
• reviewing the effectiveness of the Company’s corporate governance policies;
• evaluating, approving and monitoring major capital expenditure, capital management and all major acquisitions, divestures and other corporate transactions;

6 Board and Management (CONTINUED)

• supervising the disclosure of all matters that the law and Listing Rules require to be publicly disclosed,
consistent with the Continuous Disclosure Policy
approved by the Board; and
• reviewing the Board’s own and each additional committee’s performance.
Under the Board Charter, Directors are entitled to seek,
with the prior approval of the Chairman, independent professional advice at the Company’s expense on
any matter connected with the discharge of their responsibilities.
The Board has also established additional committees to assist it in carrying out its responsibilities. These committees act by examining various issues and ma
6.3.2 Audit and Risk Management Committee
The main functions of the Audit and Risk Management
Committee are to:
• assist the Board fulfil its oversight responsibilities
in respect of the financial reporting process, the system of internal controls relating to all matters affecting the Company’s financial performance, the internal an
• review and monitor any related party transactions involving the Company and its Directors; and
• implement and supervise the Company’s risk management framework.
The Audit and Risk Management Committee will
comprise a minimum of two financially literate, non-executive Directors. The Chairman of the Committee will be an independent non-executive Director. The Au
may invite members of management, and representatives of the external auditors, to attend the meetings of the Committee as they consider appropriate.
The initial members of the Audit and Risk Management
Committee are Mr Ong Teck Guan (Chairman) and
Mr Shane Allan.
6.3.3 Remuneration and Nomination Committee
The main functions of the Remuneration and Nomination
Committee will be to:
• make recommendations to the Board regarding
the remuneration of executive Directors and senior management;
• review and establish the level of remuneration for non-executive Directors;
• make recommendations to the Board regarding
the design of, and awards under, all equity based incentive plans;
• review and advise the Board on the composition of the Board and its committees;
• review the performance of the Board as a whole, the Chairman of the Board, and the executive and non-executive Directors; and
• ensure that succession plans are in place for consideration by the Board.
The Remuneration and Nomination Committee will
comprise a minimum of two Directors, including a majority of independent non-executive Directors.
The initial members of the Remuneration and
Nomination Committee are Mr Ong Teck Guan (Chairman)
and Mr Shane Allan.
6.3.4 Continuous Disclosure
Subject to the exceptions contained in the Listing Rules, the Company will be required to disclose to ASX any information concerning the Company which is no
or value of the Shares. The Company is committed to
observing its disclosure obligations under the Listing
Rules. All relevant information provided to ASX will be posted on the corporate website www.zingmobile.net.
The Company has adopted a written Continuous Disclosure Policy in relation to information disclosures and relevant procedures. The Company Secretary is re
co-ordinating education within the Company about its
disclosure obligations.
The policy also sets out other principles that the
Company will apply in relation to disclosure of material information, including that the Company:
• will not provide analysts or other select groups of
market participants any material price-sensitive non-public information at any time before it is disclosed to ASX;
• will not generally respond to market rumours and speculation, except where the rumours or speculation indicate that the subject matter is no longer confiden
to disclosure set out in the ASX Listing Rules no longer applies, ASX formally requests disclosure by the Company on the matter or the Board
considers it appropriate to make a disclosure in the circumstances; and
• will only allow the Managing Director or another person expressly authorised in writing by the Board to speak publicly on behalf of the Company.
6.3.6 Code of Conduct
The Company has adopted a written Code of Conduct, which applies to all Employees of the Group.
The objectives of this code are to ensure that high
standards of corporate and individual behaviour are observed by all Employees in the context of their employment with the Group and that Employees always
6.3.5 Share Trading Policy
The Company has adopted a Share Trading Policy in order to ensure that the Company meets the best practices established by ASX, to maintain investor con
Under the policy, all executive and non-executive Directors, officers, employees, consultants, advisers and contractors (collectively, “Employees”) of the Group
• preliminary full year results;
• the annual report; and
• half year results.
An Employee who is in possession of price-sensitive
information, which is not generally available to the market, must not deal in the Company’s securities at any time.

Section 7
Financial Information

7
7 Financial Information
7.1 Introduction
This section contains a summary of Pro-forma Historical and Pro-forma Forecast Financial Information of Zingmobile and its controlled entities (collectively refe
Pro-forma Historical Financial Information – comprising:
• Pro-forma Historical Consolidated Income
Statements of the Zingmobile Group for the years ended 31 December 2005 and 2006 and for the six months ended 30 June 2007.
• Historical Consolidated Balance Sheet of the Zingmobile Group as at 30 June 2007, before and after the Offer. The Historical Consolidated Actual Balance S
Pro-forma Forecast Financial Information – comprising:
• Pro-forma Forecast Consolidated Income Statement
of the Zingmobile Group for the year ending
31 December 2007.
• Pro-forma Forecast Consolidated Cash Flow Statement of the Zingmobile Group for the year ending 31 December 2007.
The Pro-forma Historical Financial Information and the
Pro-forma Forecast Financial Information are collectively referred to as the “Financial Information”.
The Financial Information should be read in conjunction
with the summary of significant accounting policies in Section 7.12 and other information contained in this Prospectus.
The significant accounting policies of the Zingmobile Group are set out in Section 7.12 and have been consistently applied throughout the periods. All informat
• The Directors’ best estimate assumptions described
in Section 7.6;
• The risk factors in Section 5; and
• The Investigating Accountant’s Report set out in
Section 8.
The Pro-forma Historical Financial Information and the
Pro-forma Forecast Financial Information are presented in Singapore Dollars (SGD) (being the functional and reporting currency of the Zingmobile Group).
For ease of reference, the Pro-forma Forecast
Consolidated Income Statement for the year ending
31 December 2007 and the period ended 30 June 2007, the Historical Consolidated Adjusted Balance Sheet
as at 30 June 2007 and the Pro-forma Forecast
Consolidated Cash Flow Statement for the year ending
31 December 2007 are also presented in Australian dollars (AUD).

Zingmobile Group Pte Ltd (“the Company”) was incorporated on 4 January 2007 and functions as the holding company for the Group. The Company was incor
operations carried out by Zingmobile Corporation Pte Limited in Singapore and Indonesia. The Company also acquired the shares held by Zingmobile Corpora
Pte Limited in companies incorporated in The People’s
Republic of China and Australia at the same time. Accordingly, the following companies (referred to as the
“Group Companies”) were acquired by Zingmobile:
• Zingmobile Pte Limited (incorporated in Singapore);
• Pocket News Pte Limited (incorporated in Singapore);
• Zingmobile (Shanghai) Pte Limited (incorporated in Singapore) with its subsidiary Zingmobile Shanghai Consultancy Pte Limited (incorporated in The People
• PT Media Kreasindo Utama (incorporated
in Indonesia); and
• Sky Quantum Pty Limited (Incorporated in Australia).
The above companies were in operation prior to the
incorporation of Zingmobile and the Pro-forma Historical Financial Information of the Zingmobile Group has been compiled using the information extracted from
During 2007, Zingmobile also acquired a stake in MegaMobile Solutions Sdn Bhd (incorporated in Malaysia) and invested in a company, called B2M
Technologies Ltd, in Bangladesh.
The Company was converted into a public company in October 2007 and the name of the Company was changed to Zingmobile Group Limited.
The Pro-forma Historical Consolidated Income
Statements present the consolidated historical financial
performance of the Zingmobile Group which is based on actual historical financial performance of the Group Companies adjusted to reflect the assumption tha
1 January 2005.
The Historical Consolidated Actual Balance Sheet
presents the reviewed financial position of the Zingmobile Group as at 30 June 2007. The Historical Consolidated Adjusted Balance Sheet is presented based
30 June 2007.
The Pro-forma Historical Financial Information has been extracted from the audited financial statements of individual Group Companies for the years ended
31 December 2005 and 31 December 2006 and the reviewed financials as at 30 June 2007. Unmodified
audit and/or review opinions were issued on each of the aforementioned controlled entities’ financial statements.
The Pro-forma Historical Financial Information has been prepared in accordance with the measurement and recognition requirements (but not all the disclosur

The Directors of Zingmobile are responsible for the preparation and presentation of the Pro-forma Forecast Financial Information, including the assumptions o
is based and the sensitivity analysis of the Pro-forma Forecast Financial Information to changes in key assumptions.
The Pro-forma Forecast Financial Information is based on the Directors’ assessment of current economic and operating conditions and on a number of best-es
The Directors believe that they have prepared the Pro-forma Forecast Financial Information with due care and attention and consider all assumptions to be rea
The Pro-forma Forecast Financial Information is, by its very nature, subject to uncertainties and unexpected events, many of which are outside the control of Z
these differences may be material. This is because the
Pro-forma Forecast Financial Information, and the best estimate assumptions on which it is based are, by their very nature, subject to significant uncertainties
of the Directors and cannot be reliably predicted. Accordingly, neither Zingmobile, nor its Directors guarantee that the results presented in the Pro-forma Forec
The Pro-forma Forecast Financial Information should be read in conjunction with the best estimate assumptions set out in Section 7.6, the sensitivity analysis c
The Pro-forma Forecast Financial Information incorporates the forecast financial performance of all entities in the Zingmobile Group which comprises the Grou
The Pro-forma Forecast Financial Information has
been prepared on the basis that the Zingmobile Group as currently constituted had existed as such as from
1 January 2007, notwithstanding that the Group Companies were only acquired on 4 January 2007 and thereafter.
The Pro-forma Forecast Financial Information was derived from incorporating actual financial performance for the six months ended 30 June 2007 and Pro-for
31 December 2007. The financial performance of the Group Companies operating in Singapore and Indonesia for the six months ended 30 June 2007 were re
The Pro-forma Forecast Financial Information has been prepared under the measurement and recognition requirements (but not all the disclosure requiremen
Pro-forma Forecast Financial Information is “Pro-forma”
in nature as it assumes that the Zingmobile Group
was in existence in the form that currently exists from
1 January 2007 to 31 December 2007, notwithstanding the fact that the acquisition of the Group Companies happened on 4 January 2007 and thereafter. It is
Pro-forma Forecast Financial Information.

7 Financial Information (CONTINUED)

7.4 Historical and Forecast Consolidated Income Statements


The table below sets out the Pro-forma Historical Consolidated Income Statements of Zingmobile Group for the
years ended 31 December 2005 and 2006 and Pro-forma Forecast Consolidated Income Statement for the year ending 31 December 2007 of the Zingmobile
Zingmobile Group Limited & its controlled entities

Pro-forma

2007

2007

SGD SGD SGD AUD


Revenue 4,942,204 6,372,306 16,150,365 12,908,121
Cost of goods sold (3,180,911) (3,277,999) (8,364,372) (6,685,194)
Gross profit 1,761,293 3,094,307 7,785,993 6,222,927
Operating costs (850,160) (1,427,398) (2,799,481) (2,237,475)
EBITDA (before public company expenses) 911,133 1,666,909 4,986,512 3,985,452
Public company expenses – – (149,747) (119,685)
EBITDA (after public company expenses) 911,133 1,666,909 4,836,765 3,865,767
Depreciation & amortisation (73,471) (106,237) (137,777) (110,118)
EBIT 837,662 1,560,672 4,698,988 3,755,649
Net interest (expense)/income 32,917 (36,549) (175,850) (140,547)
Profit before tax 870,579 1,524,123 4,523,138 3,615,102
Income tax expense (180,207) (412,179) (1,495,138) (1,194,984)
Net profit after tax 690,372 1,111,944 3,028,000 2,420,118
The financial information presented in AUD was derived from the financial information recorded in SGD by translating them using the exchange rate of SGD1.2512 derived from the we
7.5 Discussion of Pro-forma Historical and Pro-forma Forecast Financial Information
Pro-forma Historical Financial Information for the years ended 31 December 2005 and 2006
Consolidated revenue for the year ended 31 December 2006 of SGD6.4m was 28.9% higher than 2005, with 62% of these revenues coming from its overseas
2005 margin of 18.4%, driven by higher margins from entering the Indonesian market and economies of scale. Net
Profit After Tax was 17.4% of revenues in 2006 which increased when compared to the 14.0% achieved in 2005.
Pro-forma Forecast Financial Information for the year ending 31 December 2007
The Pro-forma Forecast Financial Information is based on a combination of actual performance for the six months from 01 January 2007 to 30 June 2007 and
In the year ending 31 December 2007, consolidated revenue is forecast to be SGD16.2m an increase of approximately
153.4% over 2006. EBITDA from operations for 2007 is forecast at SGD4.8m, an increase of 190.2% on the previous year. EBITDA margins are expected to in
Pro-forma Historical Financial Information for the period ended 30 June 2007
Zingmobile Group Limited & its controlled entities
Period ended 30 June 2007 (1H’07) 1st Half 2007

1st Half 2007


Pro-forma

Revenue 7,528,631 6,124,822


Cost of goods sold (3,623,138) (2,947,558)
Gross profit 3,905,493 3,177,264
Operating costs (1,364,906) (1,110,402)
EBITDA (before public company expenses) 2,540,587 2,066,862
Public company expenses (40,000) (32,541)
EBITDA (after public company expenses) 2,500,587 2,034,321
Depreciation & amortisation (65,686) (53,438)
EBIT 2,434,901 1,980,883
Net interest (expense)/income (91,001) (74,033)
Profit before tax 2,343,900 1,906,850
Income tax expense (661,248) (537,950)
Net profit (loss) after tax 1,682,652 1,368,900
The financial information presented in AUD was derived from the financial information recorded in SGD by translating them using the average exchange rate of SGD1.2292.
For the six months to 30 June 2007, consolidated revenues totaled SGD7.53m, better than revenues achieved for the whole of 2006. Gross profit margins wer
33.2%. NPAT for the period was SGD1.68m representing approximately 55.6% of forecast profit for 2007.
7.6 Best Estimate Assumptions Underlying the Pro-forma Forecast Financial Information
The Pro-forma Forecast Financial Information has been based on certain assumptions which are set out below,
regarding future conditions, events and such matters as economic, industry, regulatory and other matters relating to the Company.
The Pro-forma Forecast Financial Information should be read in conjunction with the business and investment risks set out in Section 5, and the Independent A
The following sets out the Directors’ best estimate assumptions on which the Pro-forma Forecast Financial
Information is prepared.
General assumptions
The material general assumptions on which the Directors’ Pro-forma Forecast Financial Information is based are as follows:
• The Zingmobile Group is able to enter and execute its business plan and strategies as expected and there are no
material beneficial or adverse impacts arising from the actions of competitors;
• There is no material change in activity levels for the mobile content or telecom industries from trends noted in this Prospectus;
• There are no changes in general industrial, political or economic conditions in any of the Zingmobile Group’s markets or elsewhere that would have a materi
• There is no loss of key management personnel and key executives during the forecast period;
• The Zingmobile Group is not party to any new material litigation or other contingent liability;
• There is no substantial change in the competitive, statutory, legal or regulatory environment that will have a material impact on the Zingmobile Group’s ability
• There are no further issues of Shares during the forecast period;
• The Offer is fully subscribed and proceeds are received by the Closing Date;

7 Financial Information (CONTINUED)

• There are no material amendments to any


material agreement relating to the business of the
Zingmobile Group;
• There are no material acquisitions or disposals of businesses during the forecast period;
• There is no significant change in the legislative regimes and regulatory environments (including taxation) in the jurisdictions in which the Zingmobile Group o
the Pro-forma Forecast Financial Information;
• Cost inflation remains approximately in line with historic trends; and
• There are no material changes in Singapore Financial Reporting Standards, Reporting or other mandatory professional reporting requirements, or the Singa
on the financial results of the Zingmobile Group.
Specific Assumptions for the year ending
31 12 2007
The material specific assumptions relating to the
Pro-forma Forecast Financial Information for the year ending 31 December 2007 are set out below:
• Revenue is generally earned from agreements with
telecommunication companies (carriers) which are finite in term and customer relationships are also short-term. Accordingly, existing levels of operating activity
• Gross margins are consistent with historical levels and year to date performance;
• Existing agreements and arrangements with carriers
and content providers will continue on terms no less
favourable than those currently existing;
• Advertising spending is forecast at historical levels adjusted for identified initiatives and forecast level of activity. Additionally, advertising is forecast to increas
• The effectiveness of advertising spending as a ratio
to sales revenue is expected to broadly continue during the forecast period at broadly the levels experienced historically;
• The working capital portion of the proceeds from the completion of the Offer will be used to finance Zingmobile’s overseas market expansion and the remain
• Overhead costs are based on historical levels adjusted for the forecast level of activity and identified initiatives;
• Interest expense has been determined on the
basis of the existing rates of interest applicable on the Zingmobile Group’s borrowings applied to the expected level of borrowings over the period.
It is assumed that there will be no material change in interest rates applicable to the Zingmobile Group’s borrowings during the forecast period
to 31 December 2007. The Zingmobile Group is expected to be cash positive following the completion of the Offer;
• Depreciation has been forecast in accordance with existing accounting policies and takes into account forecast capital expenditure;
• Income tax expense is based on the statutory tax rate in respect of the taxable profit for the period for each country that Zingmobile operates in;
• That there is no impairment of assets (including intangible assets) during the forecast period and
accordingly, that no write down of tangible or
intangible assets will be required;
• The Zingmobile Group’s existing borrowings will be sufficient to meet any working capital needs and
no additional borrowings will be required over the
forecast period and the existing borrowings will be
repaid in accordance with their respective terms;
and
• The expenses associated with this Prospectus and the Offer have been charged against equity.
7.7 Sensitivity Analysis
Zingmobile’s profitability is sensitive to movements
in a number of key variables which include:
• Zingmobile’s sales revenue
• Personnel costs
• Advertising costs
• Overhead costs
Investors should note that this analysis treats each
movement in an assumption in isolation from possible movements in other assumptions, which may not be the case. Movements in one assumption may have
Typically, the Company’s management would respond
to any material adverse change in conditions by taking appropriate action to minimise, to the extent possible, any adverse effects on profits and dividends. The
The effect on earnings presented for each sensitivity is not intended to be indicative or predictive of the likely range of outcomes to be experienced with each s
detailed below intended to be indicative of the complete range of variations that may occur.
A summary of the likely impact of movements in certain key assumptions in the Zingmobile Group’s forecast earnings for the year ending 31 December 2007 is
Sensitivity % Change Impact on

Sales revenue +/– 5% +/– 807,518


Personnel costs +/– 5% +/– 67,371
Advertising costs +/– 5% +/– 418,219
Overhead costs +/– 5% +/– 72,603
Note:
(1) Sensitivities have been calculated on the basis of the full year forecast.
7.8 Economic Dependency
The Zingmobile Group Companies carry out the
business of developing and marketing mobile content to consumers. Mobile content is delivered to consumers through mobile telecommunication companies (
Almost the entire revenue of Group Companies is collected through carriers and the Zingmobile Group is highly dependent on the carriers for collecting their
revenue. Group Companies have separate contractual arrangements with the carriers. Without these contractual arrangements with carriers the Group Compa
consumers, who are mobile phone users.
The contractual arrangements Group Companies
have with carriers are for a finite period (generally for one year) and are subject to renewal by agreement. There are no guarantees that all agreements will be
a carrier would seriously affect the Zingmobile Group’s ability to collect revenue from end user customers whose mobile phone service is with that carrier.
An analysis of revenue earned through individual carriers for each operating country indicates that significant revenue for the Group Company operating in Ind
‘Telkomsel’.
7.9 Dividend Policy and
Forecast Distribution
Zingmobile does not intend to declare a dividend for the year ending 31 December 2007, and funds generated from the Zingmobile Group’s operations are exp
to be reinvested for organic growth and growth by acquisitions where appropriate.
In the future, and subject to the Zingmobile Group achieving sufficient profits, Zingmobile may pay dividends. The Directors may review this dividend policy from
No guarantee can be given about the payment of dividends as these will depend on the future profits of Zingmobile and its financial and taxation position
at the time. Note that currently under double taxation agreements, Zingmobile pays tax at source and is not currently required to pay Australian taxes. Until suc
time as it does, Zingmobile will not produce any franking credits. Any future payments of dividends will be in
Australian dollars.

7 Financial Information (CONTINUED)

7.10 Historical Consolidated Balance Sheets


Set out below is the Historical Actual Consolidated Balance Sheet of Zingmobile and its controlled entities as at
30 June 2007 and the Historical Consolidated Adjusted Balance Sheet of Zingmobile Group and its controlled entities as at 30 June 2007 incorporating the Pro
The significant accounting policies upon which the Historical Consolidated Balance Sheets of the Zingmobile Group are based are contained in Note 1 of Secti
Historical Consolidated Balance Sheet as at 30 June 2007
ASSETS Current assets
Historical
Consolidated
Actual Balance Sheet SGD
Historical
Consolidated Adjusted Balance Sheet SGD
Historical
Consolidated Adjusted Balance Sheet AUD
Cash & cash equivalents (Note 5) 977,369 10,987,530 8,368,901
Trade receivables 6,065,982 6,065,982 4,620,292
Other receivables 594,054 594,054 452,475
Total current assets 7,637,405 17,647,566 13,441,668
Non-current assets
Goodwill 250,000 250,000 190,418
Property, plant & equipment 357,142 357,142 272,025
Total non-current assets 607,142 607,142 462,443
Total assets 8,244,547 18,254,708 13,904,111
LIABILITIES AND EQUITY Current liabilities
Trade payables 2,101,340 2,101,340 1,600,533
Other payables 1,113,390 1,113,390 848,039
Term loan 727,649 727,649 554,230
Income tax payable 1,013,647 1,013,647 772,067
Total current liabilities 4,956,026 4,956,026 3,774,869
Non-current liabilities
Payables to Directors (Note 6) 937,232 937,232 713,864
Term loan 152,375 152,375 116,060
Deferred tax 41,237 41,237 31,409
Total non-current liabilities 1,130,844 1,130,844 861,333
Total Liabilities 6,086,870 6,086,870 4,636,202
Capital and reserves
Share capital (Note 7) 200,000 10,210,161 7,776,800
Retained earnings and reserves 1,957,677 1,957,677 1,491,109
Net equity 2,157,677 12,167,838 9,267,909
Total liabilities and equity 8,244,547 18,254,708 13,904,111
The Proceeds of the Offer amounting to AUD9,000,000 and the expenses of the Offer amounting to AUD1,375,534 were translated into SGD using the exchan
as at the date of the Balance Sheet, 30 June 2007. The expenses of the Offer are incorporated into Share capital balances in the Historical Consolidated Adjus
The financial information presented in AUD was derived from the financial information recorded in SGD by translating it using the exchange rate ruling on 30 Ju
Opening cash and cash equivalents represent Zingmobile’s actual cash position prior to the Initial Public Offering of the Company.
7.11 Forecast Statement of Cash Flow
Pro-forma Consolidated Forecast Cash Flow Statement
For the year ending 31 December 2007 SGD AUD Cash flow from operating activities
Profit after tax 3,028,000 2,420,118
Adjustments for:
Depreciation 137,777 110,118
Operating Profit before working capital changes 3,165,777 2,530,236
Increase in Trade & Other Receivables (1,218,033) (973,508) Increase in Trade & Other Payables
Cash flow from investing activities
Increase in Investment (250,000) (199,812) Purchase of plant & equipment
Proceeds from the Share Offer pursuant to this Prospectus 11,816,100* 9,000,000
Share Offer expenses (1,805,939)* (1,375,534) Net Increase in borrowings
Net cash from financing activities 10,242,202 7,809,924
Net increase in cash & cash equivalents 11,087,689 8,485,677
Cash & cash equivalents at beginning of year 222,582 177,898
Cash & cash equivalents at end of year 11,310,271 8,663,575
* The proceeds of the Offer amounting to AUD9,000,000 and the expenses of the Offer amounting to AUD1,375,534 were translated into
SGD using the exchange rate of 1.3129 being the approximate exchange rate between AUD and SGD as at 30 June 2007.
The financial information presented in AUD was derived from the financial information recorded in SGD by translating them using the exchange rate of SGD1.2

7 Financial Information (CONTINUED)

Note 1: Summary of Significant


Accounting Policies
The significant accounting policies adopted by the
Zingmobile Group are detailed as follows:
(a) Basis of preparation
The Financial Information has been prepared in accordance with the measurement and recognition requirements (but not all the disclosure requirements) of S
are materially consistent with International Financial Reporting Standards. Compliance with Singapore Financial Reporting Standards ensures that the Financi
been prepared on the basis of historical cost and on a going concern basis. The functional and reporting currency for Zingmobile Group is Singapore dollars.
The combined financial information of Zingmobile Group has been prepared under the principles of merger accounting as the Restructuring Exercise complete
(b) Business combinations
The merger method of accounting is used to account for all business combinations involving entities or businesses under common control. Under the principle
at the carrying amounts in the consolidated financial statements of the controlling entity prior to the common control combination. All other acquisitions will be a
Cost is measured as the fair values of the asset given,
shares issued or liabilities incurred or assumed at the
date of exchange plus costs directly attributable to the acquisition. Where equity instruments are issued in an acquisition, the fair value of the instruments is
their published market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published price at the date of exchange
equity instruments are recognised directly in equity.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest.
than the Group’s share of the fair value of the identifiable net assets acquired, the difference is recognised
directly in the income statements, but only after a reassessment of the identification and measurement of the net assets acquired.
(c) Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at bank and on hand and short-term deposits with an original maturity of three months or less.
(d) Trade and other receivables
Trade receivables are recognised and carried at original invoiced amount. An estimate for doubtful debts is made when collection of the full amount is no longe
(e) Recoverable amounts
Non-current assets are not carried at an amount above their recoverable amount, and where carrying values exceed this recoverable amount, assets are writte
(f) Intangible assets and research and development costs
Intangible assets being patents, licences and goodwill, and research and development costs, are accounted for as follows:
• In relation to research and development costs,
research costs are expensed immediately, while development costs can only be recognised as an intangible asset if certain criteria are met.
• In relation to patents and licences if they have finite lives, they are required to be amortised on a systematic basis over the useful life of the asset.
• The Group Companies review the amortisation period and the amortisation method at least at the end of each annual reporting period. For patents and licen
In relation to goodwill, under IFRS, goodwill is not
amortised but is subject to an annual impairment test. The Group Companies test the carrying values attributed to goodwill for impairment on at least an annua
(g) Property, plant & equipment
Cost and Valuation
Property, plant and equipment are reflected at cost, less, accumulated depreciation or amortisation.
Depreciation
Depreciation is provided on a straight-line basis. Plant
& Equipment are depreciated over five to eight years.
(h) Accounts payable and other payables
Accounts payable and other payables are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, wh
(i) Income and deferred taxes
Current income tax, where applicable, is provided based on the tax payable on the income for the year that is liable for tax.
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying am
financial statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted as at the balance sheet date and a
to apply when the related deferred income tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be u
(j) Revenue recognition
Amounts disclosed as revenue are net of the carrier share of revenue and taxes paid.
Revenue is recognised on delivery of mobile content to the end user consumers relying on the measurement by the individual Group Company’s systems. An a
Interest revenue is recognised on a time proportionate basis taking into account the effective interest rate.
(k) Goods and Services Tax
Revenues, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST), except:
(l) Critical accounting estimates and assumptions
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual res
(i) Income taxes
The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the worldwide provision for income taxes. The
will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax a
(ii) Impairment of assets
The Group evaluation of impairment involves significant judgement. The Group evaluates the financial health of, and near term business outlook for, the invest
• Where the amount of GST incurred is not
recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or
• For receivables and payables which are recognised inclusive of GST.
The net amount of GST recoverable from, or payable to,
the taxation authority is included as part of receivables or payables.

7 Financial Information (CONTINUED)

Note 2: Related Party Transactions


(a) Directors
As at the date of the Prospectus, the Directors of the Company are as follows:
• Shane Allan (Independent Non-executive Chairman)
• Teo Siew Kiet (Executive Director)
• Ong Teck Guan (Independent Non-executive Director)
Prior to the Pro-forma Transactions outlined in Note 3, Teo Siew Kiet owned all equity in the Company.
(b) Acquisition of Group Companies/ Restructuring Exercise
On 4 January 2007 Zingmobile Group Limited acquired the following companies from Zingmobile Corporation Pte
Limited based on the value of net tangible assets of the acquired companies as at 31 October 2006 of SGD1.03m:
• Zingmobile Pte Limited
• PT Media Kreasindo Utama
• Pocket News Pte Limited
• Zingmobile (Shanghai) Pte Limited
• Sky Quantum Pty Limited
The consideration of the above acquisition was satisfied by Zingmobile assuming certain liabilities owed by
Zingmobile Corporation Pte Ltd and transferring certain trade debtors of Zingmobile Corporation Pte Ltd.
Restructuring Exercise
Resulting from the restructuring exercise which was completed on 4 January 2007, the Company acquired all the interest held by Zingmobile Corporation Pte L
i) Zingmobile Pte Limited (Incorporated in Singapore)
ii) PT Media Kreasindo Utama (Incorporated in Indonesia)
iii) Pocketnews Pte Limited (Incorporated in Singapore)
iv) Zingmobile (Shanghai) Pte Limited (Incorporated in Singapore) with its subsidiary Zingmobile Shanghai
Consultancy Pty Limited (Incorporated in People’s Republic of China)
v) Sky Quantum Pty Limited (Incorporated in Australia)
The consideration arising out of the restructuring exercise has been settled by the Company during the financial period. The restructuring exercise has resulted
with the above, the controlling entity has been treated as the holding company of all the combining entities for the financial period presented rather than from th
The consolidated financial information of the Group has been prepared on the principles of merger accounting, wherein the combined entity recognises the ass
(c) Transactions with related parties
The significant related party transactions among the Group Companies and other related parties during the years ended 31 December 2005 and 2006 and per
Transaction Year ended
Year ended
Period ended
31 December 2005 31 December 2006
30 06 2007
SGD
SGD
SGD
Administration expenses charged internally by Zingmobile
Singapore to Indonesia in respect of headquarter support costs Technical support charges paid by a company with a common director 1
Mobile service and messaging fees charged to a company with a common director 1
Share of revenue cleared through Zingmobile Corporation Pte
Ltd, which acted as a collection agent for Zingmobile
Pte Ltd in respect of revenues from a certain telecom carrier
– 1,060,046
– 176,000
1,463,023 –
2,702,726 –
Interest charged to director on loan advances 27,980 –
Assumption of loan liability from former holding company
as part payment for the acquisition of certain of the Group’s subsidiaries subsequently novated to a director
928,905
Assumption of loan liability from Zingmobile Corporation Pte Ltd 380,024
Acquisition of Zingmobile Corporation Pte Ltd subsidiaries2 1,030,005
Note:
(1) As at the date of Prospectus, this company is no longer considered a related party as the common directorship has ceased. (2) See Note 2 (b) on previous page.

Note 3: Pro-forma Transactions


Set out below are the transactions incorporated in preparing the Historical Consolidated Adjusted Balance Sheet
of the Zingmobile Group (“Pro-forma Transactions”). The Historical Consolidated Adjusted Balance Sheet has been prepared as if the following transactions oc
(a) Shares split prior to IPO
The 200,000 Shares on issue were split into 40,082,820 Shares prior to the IPO, at the ratio of
40,082,820: 200,000 Shares.
(b) New issue of shares outlined in this Prospectus
In accordance with the Offer outlined in this Prospectus, Zingmobile will issue 18,000,000 Shares at AUD0.50 per Share to the prospective investors and raise
(c) The payment of expenses associated with the Offer outlined in the Prospectus
Expenses associated with the Offer, which are estimated to be SGD1,805,939 (AUD1,375,534) have been charged against equity.
Impact of Pro-forma Transactions on the Historical Consolidated Actual Balance Sheet as at 30 June 2007

Cash
SGD
As per Historical Consolidated Actual Balance Sheet 200,000 200,000 –
Shares split prior to Offer 39,882,820 – – IPO gross offer proceeds under this Pros
Less expenses of the Offer – (1,805,939) (1,805,939) Cash balance brought forward (actual)
As per Historical Consolidated Adjusted Balance Sheet 58,082,820 10,210,161 10,987,530

7 Financial Information (CONTINUED)


Note 4: Segmental Information
Industry Segment
The Zingmobile Group’s activities are predominantly developing and marketing mobile content to consumers and considered as operating as one industry seg
Geographical Segments
Segment Revenue
The Zingmobile Group generated its revenue from the following countries:
Year ended 31 December 2005 Actual 2006 Actual 2007 Forecast
Country SGD SGD SGD
Singapore 4,942,204 2,429,922 1,151,171
Indonesia – 3,940,161 14,759,534
Others – 2,223 239,660
Total 4,942,204 6,372,306 16,150,365
Segment Net Profit After Tax
The net profit after tax of the Zingmobile Group from each country is as follows:
Year ended 31 December 2005 Actual 2006 Actual 2007 Forecast
Country SGD SGD SGD
Singapore 819,264 459,912 60,759
Indonesia (25,743) 864,005 3,150,078
Others (103,149) (211,973) (182,837)
Total 690,372 1,111,944 3,028,000
Segment Assets
The Zingmobile Group holds assets in the following countries:

Country SGD SGD


Singapore 1,329,846 11,340,007
Indonesia 6,768,138 6,768,138
Others 146,563 146,563
Total 8,244,547 18,254,708
Note 5: Cash & Cash Equivalents
Historical
Consolidated
Actual
Balance Sheet

Movements in Cash & Cash Equivalents

Proceeds from 18,000,000 shares issued at AUD0.50 each pursuant to


this Prospectus and converted at AUD1.0000 = SGD1.3129
11,816,100
Expenses of the Offer AUD1,375,534 converted at AUD1.0000 = SGD1.3129 (1,805,939)
As per Historical Adjusted Consolidated Balance Sheet 10,987,530
Note 6: Payable to Directors
Amount payable includes a Director’s assumption of a company loan of SGD928,905. This amount is unsecured, non-interest bearing and has no fixed terms o
Note 7: Share capital
Movements in Share Capital

As per Historical Consolidated Actual Balance Sheet 1 1


Issue of 199,999 new Shares 199,999 199,999
Share split prior to the Offer (Split ratio of 40,082,820: 200,000 Shares) – 39,882,820
Aggregated share capital before the Offer 200,000 40,082,820
Share Offer
18,000,000 shares issued at AUD 0.50 each pursuant to this Prospectus
converted at AUD1.0000=SGD1.3129
11,816,100 18,000,000
Expenses of the Offer (AUD1,375,534 @ 1.3129) (1,805,939) –
As per Pro-forma Historical Consolidated Adjusted Balance Sheet 10,210,161 58,082,820

7 Financial Information (CONTINUED)

Note 8: Security for borrowings


The term loan assumed by Zingmobile amounting to SGD201,616 is secured by fixed and floating mortgages over property, plant and equipment and trade rec
Note 9: Financial Risk Management
The Group’s activities expose it to a variety of financial risks in the normal course of business. The Group’s management seeks to minimise the potential adver
as follows:
(i) Interest rate risk
Interest rate risk refers to the risk that may be experienced by the Group as a result of the fluctuation in interest rates. The Group has no significant interest rat
(ii) Credit risk
The Group has adopted the policy of dealing with customers with an appropriate credit history as a means of mitigating any credit risks exposure. The amount
(iii) Liquidity risk
The Group adopts prudent liquidity risk management by maintaining sufficient cash and aims at maintaining an adequate level of liquidity and cash flow at all ti
(iv) Foreign exchange risk
The Group’s business is exposed to foreign exchange risk arising from various currency exposures primarily with respect to Indonesian Rupiah, Malaysian Rin
Cash and bank balances as at 30 June 2007 are denominated in the following currencies:

United States Dollar 9,565


Indonesian Rupiah 676,876
Malaysian Ringgit 55,965
Australian Dollar 274
Singapore Dollar 234,689

Section 8
Investigating Accountant’s Report

8
8
10 10 2007
Investigating Accountant’s Report

The Directors
Zingmobile Group Limited
230 Victoria Street #12-05
Bugis Junction Towers
Singapore 188024
Dear Sirs
INVESTIGATING ACCOUNTANT’S REPORT
INTRODUCTION
At the request of the Directors of Zingmobile Group Limited (“Zingmobile” or “the Company”), PKF
Corporate Advisory Services (NSW) Pty Ltd (“PKFCA”) has prepared this Investigating Accountant’s Report (“Report”) for inclusion in a prospectus dated
This report sets out PKFCA’s findings on the following financial information of Zingmobile as set out in
Section 7 of the Prospectus:
• A review of the Pro-forma Historical Consolidated Income Statements for the years ended 31
December 2005 and 2006 and for the six months ended 30 June 2007;
• A review of the Pro-forma Forecast Consolidated Income Statements for the year ending 31
December 2007;
• A review of the Historical Consolidated Actual Balance Sheet as at 30 June 2007; and
• A review of the Historical Consolidated Adjusted Balance Sheet as at 30 June 2007;
• A review of Pro-forma Forecast Consolidated Cash Flow Statements for the year ending 31
December 2007.
The foregoing financial information is collectively referred as “the Financial Information”
The term “Zingmobile Group” is used to describe Zingmobile and its controlled entities after the transfer
of shares of the Group Companies to Zingmobile as per the restructure below.
Terms used in this Report are intended to have the same meaning ascribed to them in the Prospectus,
unless expressly provided for otherwise in this Report.
The nature of this Report is such that it should be given by an entity that holds an Australian Financial
Services Licence under the Financial Services Reform Act 2001. PKFCA is wholly owned by PKF New South Wales, Chartered Accountants and Business
Tel: 61 2 9251 4100 | Fax: 61 2 9240 9821 | www.pkf.com.au
PKF Corporate Advisory Services (NSW) Pty Ltd | Australian Financial Services Licence 247420 | ABN 70 050 038 170
Level 10, 1 Margaret Street | Sydney | New South Wales 2000 | Australia
DX 10173 | Sydney Stock Exchange | New South Wales
BACKGROUND
Zingmobile was incorporated on 4 January 2007 to function as the holding company for all the
controlled entities of the Zingmobile Group. Zingmobile acquired the Singaporean and Indonesian entities previously held by Zingmobile Corporation
• Zingmobile Pte Limited (Incorporated in Singapore)
• PT Media Kreasindo Utama (Incorporated in Indonesia)
• Pocket News Pte Limited (Incorporated in Singapore)
• Zingmobile (Shanghai) Pte Limited (Incorporated in Singapore) with its subsidiary Zingmobile Shanghai Consultancy Pte Limited (Incorporated in Th
• Sky Quantum Pty Limited (Incorporated in Australia)
Subsequently, shares in MegaMobile Solutions Sdn. Bhd. (Incorporated in Malaysia) were acquired
and investment in shares of B2M Technologies Limited (Incorporated in Bangladesh) was made.
FINANCIAL INFORMATION
Pro-forma Historical Financial Information
The Pro-forma Historical Financial Information comprises:
• The Pro-forma Historical Consolidated Income Statements for the years ended 31 December
2005 and 2006 and for the six months ended 30 June 2007 ;
• The Historical Consolidated Actual Balance Sheet as at 30 June 2007; and
• The Historical Consolidated Adjusted Balance Sheet as at 30 June 2007,
as set out in Section 7 of the Prospectus (“the Pro-forma Historical Financial Information”).
The Historical Consolidated Adjusted Balance Sheet as at 30 June 2007 assumes completion of the Pro-
forma Transactions detailed in Section 7 of this Prospectus.
The Directors of Zingmobile are responsible for the preparation and presentation of the Pro-forma
Historical Financial Information (including the Pro-forma financial information and determination of Pro- forma transactions). The Pro-forma Historical Financ
The Pro-forma Historical Consolidated Income Statements for the years ended 31 December 2005 and
2006 reflect the aggregated financial performance of the Zingmobile Group companies as if the Group Companies were acquired by Zingmobile on 1 January
The Pro-firma Historical Financial Information is presented in a summarised form insofar as it does
not include all of the disclosures required by International Financial Reporting Standards applicable to an annual financial report. The Pro-forma Historical F
30 June 2007 and the Pro-forma Transactions detailed in Note 3 of Section 7.12 of the Prospectus as if they occurred on 30 June 2007.
8 Investigating Accountant’s Report
Pro-forma Forecast Financial Information
(CONTINUED)

The Pro-forma Forecast Financial Information as set out in Section 7 of the Prospectus comprises
the Pro-forma Consolidated Forecast Income Statement and Pro-forma Consolidated Forecast Cash Flow Statement for the year ending 31 December 2
The Directors’ best-estimate, general and specific assumptions on which the Pro-forma Forecast
Financial Information is based are set out in Section 7.6 of the Prospectus.
The Directors of Zingmobile are solely responsible for the preparation and presentation of the Pro-
forma Forecast Financial Information, including best-estimate assumptions on which the Pro-forma Forecast Financial Information is based. The Pro-forma Fo
The Pro-forma Forecast Financial Information provides investors with a guide to the Zingmobile
Group’s financial performance for the year ending 31 December 2007, based on the assumptions set at in Section 7.6 of the Prospectus and the achieveme
The Pro-forma Forecast Financial Information reflects the Directors’ best estimate based on
present circumstances, as to both the most likely set of operating, developmental and trading conditions and the course of action that the Zingmobi
There is a considerable degree of subjective judgment involved in the preparation of Pro-forma
Forecast Financial Information. Consequently, the actual results of the Zingmobile Group may vary materially from that set out in the Pro-forma Forecast Finan
The Pro-forma Forecast Financial Information is presented in an abbreviated form and does not
include all of the disclosures required by International Financial Reporting Standards applicable to an annual financial report.
PKFCA emphasises that the achievement of the Pro-forma Forecast Financial Information is reliant
on assumptions of future outcomes, which are predictive by nature, and consequently there is no certainty of their achievement. Assumptions relating to
SCOPE OF REVIEW
Review of Pro-forma Historical Financial Information
We have reviewed the Pro-forma Historical Financial Information included in Section 7 of the Prospectus, in order to report whether anything has
Our review has been conducted in accordance with Australian Auditing Standard 902, “Review of
Financial Reports”. W e made such inquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circ
• A review of audit and other work papers, accounting record and other documents;
• A comparison of the consistency in application of the recognition and measurement principles in International Financial Reporting Standards and o
• A review of the assumptions used to compile the Pro-forma transactions; and
• Enquiry of Directors, Management, Advisors and others.
These review procedures do not provide all the evidence that would be required in an audit, thus
the level of assurance provided is less than that given in an audit. W e have not performed an audit and, accordingly, we do not express an audit opinion.
Review of Pro-forma Forecast Financial Information
We have conducted a review of the Pro-forma Forecast Financial Information included in Section 7 of the Prospectus, and the best estimate assumptions unde
Our review has been conducted in accordance with Australian Auditing Standard 902, “Review of
Financial Reports”. Our procedures consisted primarily of enquiry and comparison and other such analytical review procedures as we considered necessary
• the best-estimate assumptions, when taken as a whole, do not provide reasonable grounds
for the preparation of the Pro-forma Forecast Financial Information;
• the Pro-forma Forecast Financial Information is not properly compiled on the basis of the best-estimate assumptions or presented fairly in accordance wit
• the Pro-forma Forecast Financial Information itself is unreasonable.
Our review of the Pro-forma Forecast Financial Information and the best-estimate assumptions is
substantially less in scope than an audit examination conducted in accordance with Australian Auditing Standards. A review of this nature provides les
STATEMENTS AND OPINIONS
The following statements and opinions are made as a result of conducting these reviews:
Review of Pro-forma Historical Financial Information
Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the Pro-forma Historical Financial Informat
Review of Pro-forma Forecast Financial Information
Based on our review, of the Pro-forma Forecast Financial Information, which is not an audit, nothing has come to our attention which causes us to beli
• the best-estimate assumptions, when taken as a whole, do not provide reasonable grounds
for the preparation of the Pro-forma Forecast Financial Information;
• the Pro-forma Forecast Financial Information, set out in Section 7 of the Prospectus, is not properly compiled on the basis of the best-estimate assumptions

8 Investigating Accountant’s Report (CONTINUED)

• the Pro-forma Forecast Financial Information itself is unreasonable.


The underlying assumptions are subject to significant uncertainties and contingencies, often
outside the control of the Zingmobile Group. If events do not occur as assumed, actual results achieved by the Zingmobile Group may vary significan
Subsequent Events
Other than the matters dealt with in this Report, to the best of our knowledge and belief, there have
been no material transactions or events outside the ordinary course of business of the Zingmobile Group that have come to our attention which require comm
INDEPENDENCE AND GENERAL ADVICE LIMITATION
Independence
PKFCA is a member of the PKF New South W ales (PKF NSW) accounting practice. PKFCA does
not have any interest in the outcome of the Offer set out in the Prospectus, other than in connection with the preparation of this Report and participa
The Directors of Zingmobile have agreed to indemnify and hold harmless PKFCA, its Directors and
Staff from any claims arising out of mismanagement or omission in any material or information provided to PKFCA by the Company and its Directors, Ma
PKFCA has consented to the inclusion of this Report in the Prospectus in the form and context in
which it is included. At the date of this Report, this consent has not been withdrawn.
General Advice Limitation
This Report has been prepared, and included in the Prospectus, to provide investors with general
information only and does not take into account the objectives, financial situation or needs of any specific investor. It is not intended to take the place of profes
PKFCA holds an Australian Financial Service Licence. As a holder of Australian Financial Service
Licence we are required to provide a Financial Services Guide in situations where we may be taken as providing financial product advice to retail clients. A cop
Yours faithfully
PKF CORPORATE ADVISORY SERVICES (NSW) PTY LTD
Paul Bull Domenic Quartullo
Director Director
APPENDIX A
FINANCIAL SERVICES GUIDE
10 10 2007
This Financial Services Guide is issued in relation to the Investigating Accountant’s Report
(“Report”) included in the Prospectus to be issued on 10 October 2007 (“the Prospectus”) relating to the offer of $9,000,000 represented by an allotment of
PKF Corporate Advisory Services (NSW) Pty Ltd (“PKFCA”) (ABN 70 050 038 170) has been engaged by
the Directors of Zingmobile to prepare an Investigating Accountant’s Report for inclusion in the
Prospectus.
PKFCA holds an Australian Financial Services Licence – Licence No:247420
Financial Services Guide
As a result of our report being provided to you we are required to issue you a Financial Services
Guide (“FSG”). The FSG includes information on the use of general financial product advice and issued so as to comply with our obligation as a holder of an A
Financial services we are licenced to provide
We hold an Australian Financial Services Licence which authorizes us to provide reports for the
purposes of acting for and on behalf of clients in relation to proposed or actual mergers, acquisitions, takeovers, corporate restructures or share i
We provide financial product advice by virtue of an engagement to issue a Report in connection
with the issue of securities of another person.
Our Report includes a description of the circumstances of our engagement and identifies the party
who has engaged us. You have not engaged us directly but will be provided with a copy of our Report (as a retail client) because of your connection with th
Our Report is provided on our own behalf as an Australian Financial Services Licensee authorised
to provide the financial product advice contained in the Report.
General Financial Product Advice
Our Report provides general financial product advice only, and does not provide personal financial
product advice, because it has been prepared without taking in to account your particular personal circumstances or objectives (either financial or otherwise), y
Some individuals may place a different emphasis on various aspects of potential investments.
An individual’s decision in relation to the issue of shares described in the Prospectus may be
influenced by their particular circumstances, and therefore, individuals should seek independent advice.
Benefits that we may receive
We have charged fees for providing our Report. The basis on which our fees will be determined
has been agreed with, and will be paid by, the person who engaged us to provide the Report. Our fees have been agreed on either a fixed fee or time cost bas

8 Investigating Accountant’s Report (CONTINUED)


Remuneration or other benefits received by our employees
All our employees receive a salary. Employees may be eligible for bonuses based on overall
productivity and contribution to the operation of PKFCA or related entities but any bonuses are not directly connected with any assignment and, in particular, a
Referrals
We do not pay commissions or provide any other benefits to any parties or persons for referring
customers to us in connection with the reports that we are licensed to provide.
Associations and relationships
PKFCA is the licensed corporate advisory arm of PKF New South Wales, Chartered Accountants and
Business Advisers. The directors of PKFCA may also be partners in PKF New South Wales, Chartered
Accountants and Business Advisers.
PKF New South Wales, Chartered Accountants and Business Advisers are comprised of a number of
related entities that provide audit, accounting, tax and financial advisory services to a wide range of clients.
PKFCA's contact details are as set out on our letterhead.
Complaints resolution
As the holder of an Australian Financial Services Licence, we are required to have a system for
handling complaints from persons to whom we provide financial product advice. All complaints must be in writing, addressed to The Complaints Officer, PKF C
On receipt a written complaint we will record the complaint, acknowledge receipt of the complaint and
seek to resolve the complaint as soon as practical.
If we cannot reach a .satisfactory resolution, you can raise your concerns with the Financial Industry Complaints Service (“FICS"). FICS is an independent
Financial Industry Complaints Service Limited
PO Box 579
Collins Street West
Melbourne VIC 8007
Toll free: 1300 78 08 08
Facsimile: (03) 9621 2291
Email: www.fics@fics.asn.au

Section 9
Tax Report

9
9
10 10 2007
Tax Report

The Directors
Zingmobile Group Limited
230 Victoria Street
# 12-05 Bugis Junction Towers
Singapore 188024
Dear Sirs

PKF
Chartered Accountants

& Business Advisers


Australian tax consequences of investing in Zingmobile Group Limited Shares
("Shares")
We have been instructed by Zingmobile Group Limited ("Zingmobile") to prepare a tax
summary for inclusion in the Prospectus dated 10 October 2007 in relation to the issue of
Shares.
Accordingly, the comments below are a summary of the Australian income tax and capital
gains tax ("CGT") consequences for Australian resident investors ("Holders") who acquire the Shares. The summary below does not apply to non resident inve
This summary is based on the income tax law (Income Tax Assessment Act 1936 and Income
Tax Assessment Act 1997 (collectively "the Tax Act")) and administrative practice currently in force as at the date of the Prospectus. It is necessarily general in
To the maximum extent permitted by law, the Company, its officers and each of their
respective advisers accept no liability or responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.
Investors on CapitalAccount
A capitalgain or capitalloss may arise on a sale of the Shares.
To the extent that the capital proceeds received by a Holder on the sale of the Shares exceed
the cost base, the excess would constitute a capital gain in the hands of the Holder. Conversely, a capital loss would arise on a sale of the Shares equa
The cost base or reduced cost base of Shares respectively should include the amount paid to
acquire the Shares (when issued by Zingmobile) as well as any incidental costs (e.g. broker fees) associated with the acquisition and disposal of the Shares.
If Shares have been owned for at least 12 months prior to the sale, a Holder (other than a
company) may be entitled to receive the CGT discount treatment in respect of any gain arising on disposal of the Shares. The discount percentage is applied
Tel: 61 2 92514100 I Fax: 61 2 9240 9821 I www.pkf.com.au
PKF I ABN 83 236 985 726
Level10, 1 Margaret Street I Sydney I New South Wales 2000 I Australia
DX 10173 I Sydney Stock Exchange I New South Wales
Liability limited by a scheme approved under Professional Standards Legislation

Holders who dispose of the Shares within 12 months of acquiring them or who dispose of the

Shares under an agreement entered into within 12 months of acquiring them will not receive

the CGT discount treatment.


Companies are not entitled to obtain the CGT discount treatment in respect of any gain
arising on disposal of the Shares.
Investors on Revenue Account
Tax considerations which may arise for investors who are in the business of share trading,
dealing in securities or otherwise hold the Shares on revenue account are different to those
outlined above for Investors on Capital Account. The comments below are general in nature and may not apply to banks, financial institutions and other such e
To the extent that a Holder acquires the Shares a tax deduction should be available equal to
the cost. The cost of the Shares should include the amount paid to acquire the Shares (when
issued by Zingmobile) as well as any incidental costs (e.g. broker fees) associated with the acquisition of the Shares.
On the sale of the Shares the total amount received should constitute taxable income to the
Holder of the Shares. The Holder should be able to reduce this amount for costs associated with the sale.
Dividends
All Holders should include in their assessable income the amount of any Dividends, grossed
up for the franking credits attached to the Dividends, unless a Holder is not a "qualified person" (refer below).
Holders may qualify for the tax offset (equivalent to the franking credits attached to the
Dividends) against their income tax liability for the relevant income year provided they are
"qualified persons" (refer below).
To the extent that the tax offset attributable to the franking credits on a Dividend exceeds the
amount of a Holder's income tax liability for an income year, the excess tax offset may.be refunded to the Holder. Excess franking credits cannot be carried for
Holders which are companies or non-complying superannuation entities are not entitled to
refunds of tax offsets. Holders which are companies will be entitled to a credit in their franking account equal to the amount of franking credits on Dividends.
Qualification for franking credits
Certain imputation measures contained in the Tax Act provide that a shareholder is not
required to include the grossed up amount of the franking credits in its assessable income
and is not entitled to the tax offset unless the shareholder is a "qualified person" in relation to the dividend.
A shareholder is a "qualified person" if it satisfies the holding period and related payment
rules.
In terms of the holding period rule, a Holder must have held the Shares "at risk" for a
continuous period of at least 45 days (excluding the day of disposal) within a period beginning on the day after the date on which the Holder acquired the Shar
day after the date on which the Shares became ex Dividend.
A Holder would be "at risk" in relation to the Shares provided that it does not enter into any
arrangements which could result in materially reduced risks of loss or opportunities for gainin
ZIN AUS tax conseq of shares JD070920.doc 2

9 Tax Report (CONTINUED)

relation to the Shares. In calculating the holding period, any days where the Holder has

materially diminished its risk of loss or opportunity for gain in relation to the Shares are excluded. A Holder is taken to have materially diminished risk if the Ho
Under the "related payments rule", a Holder who is obliged to make a "related payment"
(essentially a payment passing the benefit of the Dividend) in respect of a Dividend must hold
the Shares "at risk" for at least 45 days (not including the days of acquisition and disposal) within the period beginning 45 days before and ending 45 days afte
Alternatively, a Holder is automatically taken to be a qualified person in relation to dividends
paid on shares if the total amount of the tax offsets in respect of all franked distributions to which the Holder would be entitled in an income year is $5,000 or le
Pay-as-you-go withholding tax
Holders may, if they choose, notify Zingmobile of their TFN, ABN or a relevant exemption.
In the event that Zingmobile is not so notified, tax will be automatically deducted at the
highest marginal tax rate (including Medicare levy) from the gross cash Dividends to the
extent that Dividends are not franked. As of 1 July 2006, the highest marginal tax rate is
46.5%.
Zingmobile is required to withhold such tax until such time as the relevant TFN, ABN or
exemption notification is given to it. Holders will be able to claim a tax credit/rebate (as
applicable) in respect of any tax withheld on the Dividends in their income tax returns.
Goods and Services Tax ("GST")
The issuing of shares is input taxed from a GST perspective. Accordingly, there is no GST
imposed on the Shares issued under this Prospectus.
Disclaimer
This advice does not purport to give advice to any specific Holder, as each Holder's tax
position will depend on their own particular circumstances. Holders should seek their own professional tax advice regarding their individual circumstances.
ZIN AUS tax conseq of shares JD070920.doc 3

Section 10
Additional Information
10
10 Additional information
10.1 Formation of the Company and
Zingmobile Group
The Company was incorporated in Singapore on
4 January 2007 as Zingmobile Group Pte Limited. It converted to a Singaporean public company limited by shares on 5 October 2007. It was registered with A
The annual balance date of the Company is
31 December.
Shortly after the Company was formed, it purchased the operating subsidiaries which it currently holds (other than Megamobile Solutions Sdn Bhd, which was
company of those subsidiaries, Zingmobile Corporation Pte Limited. The acquisition of the operating subsidiaries was undertaken under Singapore law
and was approved by the requisite majority vote of shareholders in Zingmobile Corporation Pte Limited, the major shareholder of which was Mr Teo Siew Kiet (
Pte Limited who objected to the transaction may, in the future, commence legal action in respect of the transaction against parties including the Company. No s
The Group’s 50% share in its Bangladesh joint venture operating entity, B2M Technologies Limited, is currently held in the names of nominees and is in the pro
10.2 Issued share capital
As at the date of this Prospectus, the Company has
40,082,820 ordinary Shares on issue. Upon completion of the Offer the Company will have 58,082,820 Shares
on issue. Details of the rights attaching to Shares are set out in Section 10.4.
The Company also proposes to adopt an Employee
Share Plan, details of which are set out in Section 10.8.
10.3 CDIs to be issued under the Offer
What are CDIs?
CHESS Depositary Interests, or CDIs, are a form of beneficial interest in Shares (sometimes called a depositary receipt), rather than a holding of Shares them
Why issue CDIs?
The issue of CDIs instead of Shares is necessary because under Singapore law, Singaporean companies cannot participate in uncertificated electronic share t
is a special purpose subsidiary of ASX that has been set up to act as depositary nominee and trustee for CDI holders. Successful applicants will receive CDIs
which represent an interest in the Shares held by CDN. The Company will issue holding statements for CDIs
in exactly the same way that holding statements are issued for uncertificated shares that are traded on ASX.
What are the main differences between
Shares and CDIs?
The main difference is that a CDI holder is not the registered holder of Shares. The Shares are held in the name of CDN, which issues CDIs representing those
of share ownership with the exception of the right to vote in person at a general meeting. CDI holders must instead return voting direction forms in advance of
the general meeting, which direct CDN how to vote on a particular resolution. CDN is then obliged under the ASTC Settlement Rules to lodge proxy votes in ac
Other aspects of direct Share ownership are, in effect, enjoyed by CDI holders including direct payment of dividends and other distributions, direct receipt of no
Can CDIs be converted into Shares?
Holders of CDIs can elect to convert their CDIs into the underlying Shares. This will result in the cancellation of the CDIs and the transfer of the Shares from CD
former holder of the CDIs. However, any such Shares
cannot be traded on ASX unless they are first converted back into CDIs by reversing the above procedure. CDI holders should contact their sponsoring particip
for you) or the Share Registry for more information on the procedure.

The Shares issued under the Offer will be fully paid ordinary shares and will rank equally in all respects with the Shares that are currently on issue. The rights a
particular the Companies Act of Singapore), the ASX
Listing Rules, and the ASTC Settlement Rules. As a Singaporean company, the Company is not subject to many provisions of the Corporations Act of Australia
in particular the takeovers and related party transaction provisions of that Act (see Section 10.5 below for
more information).
A summary of the Memorandum and Articles of Association is set out below. The summary applies also to CDIs and CDI holders, unless specified otherwise. It
so free of charge at the Company’s registered office and the office of the Company’s local agent during normal business hours.
General meetings and notices
Each Shareholder is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other do
the Memorandum and Articles of Association, the law or
the Listing Rules.
Voting
Subject to the Companies Act, the Listing Rules and any rights or restrictions for the time being attached to any class of shares, at general meetings of shareho
• every shareholder entitled to vote may vote in
person or by proxy, attorney or representative. However, as noted in Section 10.3 above, holders
of CDIs cannot vote in person at a general meeting, and must instead direct CDN how to vote in advance of the meeting;
• on a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a shareholder has one vote; and
• on a poll, every person present who is a shareholder or a proxy, attorney or representative has one vote for every fully paid share and a fraction of a vote for
credited) for that share, ignoring any amounts paid in
advance of a call.
Voting at any shareholder meeting is by a show of
hands unless a poll is demanded by the chairperson of the meeting, three shareholders who are present, or shareholders holding at least 10% of the votes tha
Dividends
The Directors may in their discretion declare and pay dividends out of the profits of the Company and may fix the amount and timing for payment and the meth
In addition, the Directors may implement, on such terms and conditions as they think fit, a dividend reinvestment plan.
Issue of further Shares
Subject to the Companies Act and the Listing Rules, the Directors may issue Shares, options and other convertible securities to any persons, on any terms, co

10
Winding up
Additional information (CONTINUED)

Subject to the Memorandum and Articles of Association, the Companies Act, the Listing Rules and the rights attaching to shares issued on special terms and c
Transfer of CDIs
Shareholders may freely transfer CDIs by a written transfer document in the usual form, any form approved by the Directors, or by a proper transfer effected in
ASX requirements. The Directors may, in limited circumstances permitted by the Listing Rules, apply a holding lock to prevent a transfer of CDIs or refuse to re
Unmarketable parcel sale provisions
If a Shareholder holds a number of CDIs which is less than a marketable parcel (as defined in the Listing
Rules – currently having an aggregate value of less than A$500) the Company may sell the CDIs held by, and on behalf of, each unmarketable parcel holder o
Variation or cancellation of rights
Subject to the Companies Act, all or any of the rights attached to any class of shares (unless otherwise provided by the terms of issue of the shares of that clas

Corporate procedures
The general company law structure of Singapore and Australia is reasonably similar, being based in legislation with a common law background of directors’ du
As with Australian company law, many corporate procedures require approval by a special resolution of shareholders under Singapore law including a change
or Articles of Association, and approval of capital reductions.
Takeovers
Acquisitions of shares in a Singaporean public company are regulated under the Securities and Futures Act (Chapter 289) of Singapore and the Singapore Co
in concert with it, are regulated is 30%. This is higher than the 20% threshold which applies to Australian public companies.
Subject to the exceptions noted below, a person will be required to make a general offer for all of the shares in
a company if it acquires shares which (taken together with shares held or acquired by persons acting in concert with it) carry 30% or more of the voting rights
of the company. Where a person and its concert parties hold between 30% and 50% of the voting rights in a company and the person (or its concert party) acq
at a general meeting a waiver of their rights to receive a general offer. A person who (together with its concert parties) already holds more than 50% of the votin
from making further acquisitions above that level, and is not obliged to make a general offer as a result of making
any such further acquisitions.
Substantial shareholder reporting
Substantial shareholder reporting applies at the 5% level, and at every change in a percentage level after that. Details of acquisitions and disposals by substan
Related party transactions
Related party transactions (that is, transactions between a public company and a director, an entity controlled by
a director, or a parent company of the public company) are regulated in Australia under the Corporations Act by a requirement for disinterested shareholder ap
Under Singaporean law, loan transactions (including granting security or guarantees for loans) in favour of directors of public companies are regulated but
otherwise the rules regarding related party transactions are not as restrictive as under Australian law.
Issues of shares or other equity securities to Directors of the Company will be regulated under the Listing Rules to exactly the same extent as a listed Australia

Appointment and retirement


The minimum number of Directors under Singapore law is one Singapore resident director, and under the Articles of Association the maximum is to be
determined by the Directors from time to time, but until otherwise determined, is ten.
Directors must retire from office or seek re-election by no later than the third Annual General Meeting following their appointment or election or three years, wh
The Directors may also appoint a Director to fill a casual vacancy on the Board or in addition to the existing Directors, who will then hold office until the next An
will also be eligible for re-election.
Under the Articles of Association and subject to
the Companies Act, Directors may be removed and appointed by an ordinary resolution of Shareholders in general meeting.
Remuneration of Directors
Subject to the Listing Rules, the Company in a general meeting of shareholders has the ability to determine the maximum aggregate cash remuneration to be
paid to Directors for services rendered as Directors (excluding any remuneration payable to any Director under an executive service contract with the Compan
reasonable expenses of Directors in attending meetings and carrying out their duties.
Indemnification and insurance of Directors
Subject to the Companies Act, the Articles of Association provide that every Director or other officer of the Company is entitled to be indemnified out of the asse
by him or her in defending any proceedings, civil or criminal, in which judgment is given in his or her favour, in which he or she is acquitted, or in connection wi
The Company may also obtain a policy of directors’ and officers’ liability insurance that will insure Directors and officers against personal costs and liabilities re
to the Company, including for costs and liabilities that
cannot be directly indemnified by the Company.

10 Additional information (CONTINUED)


10.7 Material Contracts
The Directors believe that the contracts summarised below may be potentially relevant to investors when making a decision whether to apply for Shares under
The following is a brief summary of the more important provisions of each of these material contracts.
10.7.1 Underwriting Agreement
Under the Underwriting Agreement between the Underwriter and the Company dated 10 October 2007, the Underwriter agrees to manage and fully underwrite
If valid applications are not received for all underwritten Shares by the close of the Offer and the agreement has not been terminated, the Underwriter must lod
Unless the obligations of the Underwriter are terminated in accordance with the Underwriting Agreement, the Company must pay the Underwriter the following
date on which Shares offered under the Prospectus are issued:
(a) an underwriting fee of 5.5% of the Offer Price per
Share on all Shares offered under this Prospectus;
(b) a management fee of 1.0% of the Offer Price per Share on all Shares offered under this Prospectus; and
(c) a restructuring fee of $25,000.
The Company must also reimburse the Underwriter for all of its out of pocket expenses and disbursements incurred in respect of the Underwriting Agreement,
The Company must indemnify the Underwriter, its directors, employees, agents, advisers and contractors (the “Indemnified Parties”) against all losses incurred
(a) the Prospectus;
(b) any breach by the Company of its representations, undertakings and warranties in the Underwriting Agreement;
(c) any non-compliance by the Company with the Corporations Act, the Listing Rules or any other legal obligation in relation to the issue of the Prospectus;
or
(d) any statement, announcement, advertisement or
publicity made or distributed by the Company in
relation to the Prospectus or the Offer or made or
distributed by the Underwriter with the consent of the Company.
The indemnity will not apply to a subscription by the
Underwriter for the shortfall or to the extent that the loss arises from the fraud, wilful misconduct or gross negligence of an Indemnified Person or to the extent
The Underwriting Agreement restricts the Company from issuing, offering for subscription, or agreeing to issue, or granting any option in respect of, any Share
Prospectus or the Underwriting Agreement or as agreed by the Underwriter.
The Underwriter may, in its absolute discretion, terminate all of its obligations under the Underwriting Agreement by notice to the Company if any of the followin
(a) (Indices Fall): Any of the ASX/S&P 200 Index, ASX/S&P 300 Index or the All Ordinaries Index as published by the ASX falls 10% or more below its respecti
(b) (Prospectus): The Prospectus or the Offer is withdrawn by the Company;
(c) (Legislation):
• There is introduced into the Parliament of the
Commonwealth of Australia or an Australian State or Territory or a parliament or other law maker of
a foreign jurisdiction a law intended to come into effect within 12 months;
• There is any official announcement on behalf of the
Government of the Commonwealth of Australia or
of the Government of an Australian State or Territory that a law will be introduced or policy adopted (as the case may be) with effect from the date of the annou
• There is any official announcement on behalf of the government of a foreign jurisdiction that a law will be introduced or policy adopted (as the case may be)
• The Reserve Bank of Australia adopts a policy,
which has a material adverse effect or could reasonably
be expected to have a material adverse effect on:
• the outcome of the Offer; or
• the income tax position of the Company including without limitation, the distributable income of the Company or the tax position of Shareholders;

obligation under the Corporations Act to issue a


supplementary or replacement prospectus or to repay any moneys received by the Company from any Applicant;
(e) (ASIC Stop Order): ASIC gives notice of intention to hold a hearing in relation to the Prospectus under
section 739(2) of the Corporations Act or makes an
order under sections 739(1), 739(3) or 739(4) of the
Corporations Act and such notice of intention is not dismissed or withdrawn by the fifth Business Day after the notice is given;
(f) (ASIC Hearing and Investigation): ASIC gives
notice of intention to hold a hearing examination,
inspection, investigation, or it requires information to be disclosed, in connection with the Company, the Prospectus or the Offer and such notice of intention is
(g) (Court Order): An order is made in connection with the Prospectus or the Offer, including under
sections 1324 and 1325 of the Corporations Act and
such order is not dismissed or withdrawn by the fifth
Business Day after the order is given;
(h) (Criminal Offence): Any director of any Group
Company is prosecuted for a criminal offence under the laws of any jurisdiction;
(i) (Prospectus defect): There is an omission from,
or a statement which is, or has become, false or misleading in the Prospectus and such omission or statement is or is likely to be materially adverse from the p
(j) (Consent withdrawal): If any person, other than the Underwriter, who has previously consented to the inclusion of a statement made by them or based
on a statement made by them in the Prospectus, withdraws that consent whether publicly or not;
(k) (Withdrawal of Prospectus): The Prospectus is withdrawn by the Company at any time prior to all the Shares having been allotted;
(l) (ASIC Prosecution): ASIC gives notice of an intention to prosecute the Company or any director of a Group Company (unless it withdraws that intention in
writing on or before the Closing Date);
(m) (No quotation): ASX indicates to the Company or the
Underwriter that it will not:
• admit the Company to the Official List or will only
admit the Company to the Official List on conditions which are not acceptable to the Underwriter, acting reasonably; or
• permit Official Quotation of the Shares comprised in the Offer to commence;
(n) (Certificates): The Company fails to deliver any “no
default” certificate to the Underwriter in accordance with the Underwriting Agreement;
(o) (General): Any of the following occurs after the date
of lodgement of the Prospectus:
• there is any material adverse change in the financial
position, profits, assets, liabilities, losses or prospects of the Group; or
• an act, omission or thing which could reasonably be expected to result in a material adverse change to the financial position, profits, assets, liabilities, losses
(p) (Insolvency): Any Group Company or any director of
any Group Company:
• suspends payment of its debts generally; or
• suffers an insolvency event;
(q) (Spread): If at the Closing Date, there will not be at
least 500 Shareholders in the Company each with a parcel of Shares having a current and realisable value of at least $2,000; or
(r) (Restriction Agreement): If as a condition of admission of the Company to the Official List or as
a condition of admission of the Shares issued under the Offer to quotation any person is required by
ASX to enter into a restriction agreement and fails to enter into a restriction agreement in the form required by ASX.
Further, the Underwriter may, in its absolute discretion, terminate all of its obligations under the Underwriting Agreement by notice to the Company if any of the
events together have or are likely to have, a material adverse effect on the outcome of the Offer or on the amount of the shortfall or could reasonably be expec
(a) (Prospectus Defect): The Prospectus does not comply with the Corporations Act, the Listing Rules or any of laws of a foreign jurisdiction in which the Offer

10 Additional information (CONTINUED)


A new circumstance has arisen since the lodgement
of the Prospectus which would have been required
by Chapter 6D of the Corporations Act to be
included in the Prospectus if the matter had arisen before the Prospectus was lodged;
Any person gives notice under section 730 of the
Corporations Act;
(b) (Bill rate): On or before the Closing Date the 3 year interbank swap rate as reported in the Australian Financial Review moves more than 0.5% above
the 3 year interbank swap rate at the date of the
Underwriting Agreement;
(c) (Due diligence): There is a material omission from the results of the due diligence process performed in respect of the Company or the verification material
(d) (Fails to comply): A Group Company fails to
comply with:
• a clause of its constitution;
• a statute of any jurisdiction;
• any policy or guideline of ASIC, ASX or any other requirement, order or request made by or on behalf of ASIC, ASX or any governmental agency;
• any other laws and regulations or any other legally binding requirements of a foreign jurisdiction in which the Offer is made or in which the Company is incorp
(e) (Charge): A Group Company charges or agrees to
charge (or grant any other form of security) over the whole or a substantial part of its business or property to any third party;
(f) (Breach): The Company defaults under any provision of the Underwriting Agreement including any representation, warranty or undertaking;
(g) (Contracts): If a significant or material contract is,
without the prior written consent of the Underwriter;
• breached by a Group Company;
• terminated (whether by breach or otherwise);
• altered or amended in any way; or
• found to be void or voidable;
(h) (Statement as to a future matter): If any statement
as to a future matter in the Prospectus becomes inaccurate or unlikely to be met or incapable of being met in a material way.
(i) (Timetable): There is a delay in any date specified in the Prospectus timetable which is greater than three Business Days;
(j) (Financial assistance): A Group Company seeks the approval of shareholders under section 260B of the Corporations Act without the prior written
consent of the Underwriter (such consent to not be
unreasonably withheld);
(k) (Business): Except as disclosed in the Prospectus, a
Group Company:
• disposes or agree to dispose of the whole or a

• ceases or threatens to cease to carry on business,


in either case, without the prior written consent of the
Underwriter;
(l) (Directors): There are any changes to the board of Directors or senior management of the Company or senior management of any other Group Company a
without the prior written consent of the Underwriter; (m) (Hostilities): Hostilities, political or civil unrest
not presently existing commence (whether war has been declared or not) or a major escalation in existing hostilities, political or civil unrest occurs (whether wa
one or more of Australia, New Zealand, the United
States of America, the United Kingdom, any member
state of the European Union, India, Pakistan, Japan, Indonesia, Bangladesh, North Korea, South Korea, Singapore, Malaysia, Taiwan, or the People’s Republi
on any of those countries or any diplomatic, military, commercial or political establishment of any of
those countries anywhere in the world;
(n) (Capital structure): A Group Company alters its capital structure without the prior written consent of the
Underwriter, such consent not to be unreasonably
withheld or delayed (except for an alteration contemplated by the Prospectus) or issues or agrees to issue any shares, options or equity securities (as that term
by the Prospectus;
(o) (Constitution altered): A Group Company alters its
Memorandum and Articles of Association without
the prior consent of the Underwriter (except for an
alteration referred to in the Prospectus or requested by ASX);
(p) (Acquisition): A Group Company acquires any
major asset or enters into any major expenditure
other than in accordance with the proposals in the
Prospectus; or
(q) a director of any Group Company or any entity a director controls becomes insolvent or subject to any material litigation.
If the Underwriting Agreement is terminated by the Company, the Company must pay the Underwriter an underwriting management fee of $100,000 within 7 da
10.7.2 Voluntary Escrow Deed
The Major Shareholder of the Company, Mr Teo Siew Kiet has entered into a Voluntary Escrow Deed under which he has agreed not to sell or otherwise dispo
his Shares for a period of 12 months after the date upon
which the Company’s Shares are first quoted on ASX, except in order to accept a takeover offer or participate in a scheme of arrangement proposed in accord
10.7.3 Pre-IPO Share Sale Agreements
Prior to the date of this Prospectus, the Major Shareholder sold certain Shares to other parties who are now Shareholders in the Company. The sale agreemen
their Shares for three months after the date upon which the Company’s Shares are first quoted on ASX and any sale of Shares during the following three mont
permission of the Company.
10.8 Employee Share Plan
The Major Shareholder has allocated 7,688,754 of the
Shares held by him to establish an Employee Share
Plan following the Listing of the Company. Shares to
be transferred are existing and hence this allocation is non-dilutive. These Shares are intended to be transferred to a trustee or plan administrator for the purpo
may retain a residual interest in the Shares to the extent
they do not vest in other employees under the plan.
While the final terms of the Plan have not yet been finalised, in principle, it is intended that awards will be made under the Plan to individual management, emp
awards vesting in three equal tranches following listing
and then on the first and second anniversary of the listing upon satisfaction of specified criteria.
Once established, it is possible that the Plan will be
replenished with a new issue of Shares in the future if
and when the allocation specified above is exhausted.
10.9 Interests of Directors
Other than as set out below or elsewhere in this
Prospectus:
• no Director has, or has had in the two years before
the date of this Prospectus, any interest in the Offer, in the formation or promotion of the Company or in any property acquired or proposed to be acquired
by the Company in connection with the formation or promotion of the Company or the Offer;
• no amount, whether in cash or Shares or otherwise has been paid or agreed to be paid, or any benefit given or agreed to be given, to any Director to induce
• no amount, whether in cash or Shares or otherwise has been paid or agreed to be paid, or any benefit given or agreed to be given, for services provided by
Directors’ fees
The following non-executive directors will each be entitled to receive the following annual fee for the current financial year:
• Mr Shane Allan
(Independent Non-executive Chairman): $70,000
• Mr Ong Teck Guan
(Independent Non-executive Director): $30,000
CEO’s Service Agreement
The Chief Executive Officer is entitled to receive a salary and such bonus as may be declared by the Company. The salary is to be reviewed annually. The agr
has a minimum term expiring on 3 January 2010. The
CEO’s employment may be terminated:
• after 3 January 2010, by either party giving six
months notice of termination or payment in lieu; or
• without notice in certain circumstances, for example where the CEO is guilty of grave misconduct.
The CEO has given an undertaking not to compete with
the Group or solicit employees or customers of the Group for a period of one year following termination of his employment.

10 Additional information (CONTINUED)


Directors’ holdings of Shares
The Directors currently have the following interests in
Shares in the Company, either directly or indirectly: Director Shares Mr Shane Allan
Mr Ong Teck Guan –
Mr Teo Siew Kiet1 33,795,407
(1) The Shares in which Mr Teo Siew Kiet has an interest comprise: (a) 26,106,653 Shares held by him directly and through
companies that he is the sole shareholder of; and
(b) 7,688,754 Shares held by him but allocated to the Employee
Share Plan (refer to Section 10.8).
Indemnity
Each Director is entitled be indemnified by the Company
to the extent permitted by the Memorandum and
Articles of Association, as summarised above.
Deed of Access, Indemnity and Insurance
The Company will enter into Deeds of Access, Indemnity and Insurance with each Director setting out the rights of Directors to access Board papers and to
be indemnified by the Company and for the Company to maintain D&O insurance, including after they cease to
be a Director.
10.10 Interests of Experts and Advisers
Except as set out below or elsewhere in this
Prospectus, no:
• person named in this Prospectus as performing a
function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;
• promoter of the Company; nor
• financial services licensee involved in the Offer,
Bell Potter Securities Limited has acted as the
Underwriter in relation to the Offer. The Underwriter’s fees are set out in Section 10.7.1 above.
Baker & McKenzie has acted as legal adviser to the Company in respect of the Offer. At the date of this Prospectus, the Company estimates that it will pay app
Further amounts may be paid to Baker & McKenzie in accordance with its normal time based charges.
PKF Corporate Advisory Services (NSW) Pty Ltd has acted as investigating accountant with respect to the Offer and has:
• prepared the Investigating Accountant’s Report

• performed accounting and tax work in relation to the


Offer, including conducting due diligence enquiries.
At the date of this Prospectus, the Company estimates
that it will pay approximately $182,300 (excluding disbursements) to PKF Corporate Advisory Services (NSW) Pty Ltd in respect of these services.
PKF has prepared the Tax Report which appears
in Section 9 of this Prospectus. At the date of this Prospectus, the Company estimates that it will pay approximately $2,500 (excluding disbursements) to PKF i
10.11 Expenses of the Offer
If the Offer proceeds, the total estimated costs of the
Offer, including advisory, legal, accounting, tax, listing and administrative fees, as well as printing, advertising and other expenses are currently estimated to be
either:
• has or had during the two years preceding the date
of this Prospectus, any interest in the formation or promotion of, or in any property acquired or proposed to be acquired by, the Company, or the Offer; or
• has been paid or agreed to be paid any amount or given or agreed to be given any other benefit for services rendered by them in connection with the format
10.12 Consents
None of the parties referred to below has made, or
purports to have made, any statement that is included in this Prospectus or any statement on which a statement made in this Prospectus is based, other than a
specified below.
Each of the parties referred to below, to the maximum extent permissible by law, expressly disclaims and takes no responsibility for any part of this Prospectus
Registries Limited has given and has not, before the lodgement of this Prospectus with ASIC, withdrawn its written consent to being named in this Prospectus
is named.
Bell Potter Securities Limited has given and has not, before the lodgement of this Prospectus with ASIC, withdrawn its written consent to being named in this P
Baker & McKenzie has given and has not, before the lodgement of this Prospectus with ASIC, withdrawn its written consent to being named in this Prospectus
PKF Corporate Advisory Services (NSW) Pty Ltd has given and has not, before the lodgement of this Prospectus with ASIC, withdrawn its written consent to be
Company’s Investigating Accountant in the form and context in which it is named and to the inclusion of the Investigating Accountant’s Report in the form and c
PKF has given and has not, before the lodgement of this
Prospectus with ASIC, withdrawn its written consent to being named in this Prospectus in the form and context in which it is named and to the inclusion of the T
in Section 9.
Ovum Europe Ltd has given and has not, before the lodgement of this Prospectus with ASIC, withdrawn its written consent to being named in the Chairman’s L
form and context in which it is named.
10.13 ASX In-Principle Confirmation
ASX has provided in-principle confirmation that it will
not apply any restrictions to the Shares held by existing
Shareholders under Chapter 9 of the ASX Listing Rules.
10.14 References to Publications
References are made in this Prospectus to material that is attributed to various sources. Those references are based on statements already published in
public documents or a book, journal or comparable publication. Those organisations did not prepare those materials specifically for this Prospectus and have
had no involvement in the preparation of any part of this Prospectus.
10.15 Litigation and Claims
As far as the Directors are aware, except as disclosed elsewhere in this Prospectus, there is no current or threatened civil litigation, arbitration or administrative
a material adverse effect on their business, financial condition or the results of their operations.
10.16 Governing Law
This Prospectus, the Offer and the contracts formed on acceptance of Applications under the Offer are governed by the law applicable in New South Wales. Ea
10.17 Documents Available for Inspection
Copies of the following documents may be inspected during the Offer Period free of charge at the registered office of the Company and the office of the Compa
• Memorandum and Articles of Association; and
• the consents referred to in Section 10.12.

This Prospectus is authorised by each Director, who


consents to its lodgement with ASIC and its issue. This Prospectus has been signed by the Chairman on behalf of the Board.

Section 11
Glossary

11
11 Glossary
Where the following terms are used in this Prospectus
they have the following meanings:
Alchemy means the technology platform used by
Zingmobile and described in detail in Section 4.6
Applicant means a person who applies for Shares in accordance with this Prospectus
Application means a valid application for Shares offered under this Prospectus
Application Form means an application form attached to this Prospectus
Application Money means money received from an
Applicant in respect of an Application
ASIC means the Australian Securities and Investments
Commission
ASTC means ASX Settlement and Transfer Corporation
Pty Limited (ABN 49 008 504 532)
ASX means ASX Limited (ACN 008 624 691) or the securities market which it operates as the context requires
ASX Listing Rules means the official listing rules of ASX
AUD or $ means an Australian dollar
Board means the board of Directors of Zingmobile Broker means any ASX participating organisation Broker Firm Allocation means an allocation received
from your Broker in the Broker Firm Offer
Broker Firm Offer means the invitation under this Prospectus to Australian resident retail clients of Brokers who have received a firm allocation from their Brok
Business Day means a week day when trading banks are ordinarily open for business in Sydney NSW
CAGR means compound annual growth rate
Carriers means mobile or integrated telecom service providers
CDIs means CHESS Depository Interests in Zingmobile, as described in Sections 10.3 and 10.4
CHESS Clearing House Electronic Subregister System
Closing Date means the closing date of the Offer unless otherwise varied by the Company and the Underwriter
Company Secretary means a company secretary of
the Company
Companies Act means the Companies Act of Singapore Corporations Act means the Corporations Act 2001 (Cth) Directors means the directors of Zingmob
of this Prospectus
Efficient Distribution Network or EDN means cost effective marketing medium and distribution channels to reach its customers, which may include print, tele
Employee Share Plan means the employee share
plan to be established by the Company as summarised in Section 10.8
EBIT means earnings before interest and taxation
EBITDA means earnings before interest, taxation, depreciation and amortisation
EST means Eastern Standard Time, Sydney NSW
Exposure Period means the period during which the Company cannot process applications as described in Section 727(3) of the Corporations Act
Glossary of Terms means this glossary of terms
Group Companies has the meaning set out in
Section 7.2
GST means goods and services tax
HIN means holder identification number
Holding Statements means Holdings Statements for
CDIs under CHESS
Institutional Investor means an investor to whom
offers or invitations in respect of securities can be made without the need for a disclosure document including
in Australia persons to whom offer or invitations in respect of securities can be made without the need for a disclosure document under section 708 of the Corp
Institutional Offer means the Offer to Institutional Investors under this Prospectus, as described in Section 2
JAVA is a general purpose programming language with
a number of features that make the language well suited for use on the internet and in mobile games
Listing means the quotation of the Company’s Shares on the Official List
Listing Date means the date on which Listing first occurs
Listing Rules means the official Listing Rules of the ASX
Major Shareholder means Mr Teo Siew Kiet
Memorandum and Articles of Association means the
Memorandum and Articles of Association of Zingmobile
Mobile content or wireless content means content designed to be received by a mobile handheld device, which may include a mobile phone, PDA or similar
Mobile 2.0 means a Distribute-Market-Bill model that offers customers non-voice mobile services using multiple distribution channels and offer them convenien
billing platform
Mi means Zingmobile’s mobile internet platform
NPAT means net profit after tax
Offer or Issue means the Offer of 18.0 million shares pursuant to this Prospectus
Offer Period means the period between the Opening
Date and the Closing Date
Offer Price means $0.50 per Share
Official List means the Official List of ASX
Official Quotation means official quotation by ASX in accordance with the Listing Rules
Off-net means a direct to consumer marketing model that involves reaching the end customer by driving marketing without the involvement of the customer’s m
On-net means a marketing model that involves the customer’s mobile phone carrier to drive marketing
Opening Date means the commencement date of the Offer
Ovum means Ovum Europe Ltd, a consulting and advisory firm (http://www.ovum.com/)
Pro-forma Forecast Financial Information means the
Pro-forma financial forecast prepared by the Directors for the twelve months ending 31 December 2007
Pro-forma Historical Financial Information means actual financial information for the years ended 31
December 2005 and 2006
Prospectus means this Prospectus and any supplementary or replacement Prospectuses
Retail Investors means investors under the Retail Offer
Retail Offer means the Broker Firm Offer and the General Public Offer
SGD means a Singapore dollar
Shareholder means a holder of a Share in the Company
Share Registry means Registries Limited
(ABN 14 003 209 836)
Shares means shares in Zingmobile Group Pte Ltd or
CDI’s, as the context requires
Share Trading Policy means the share trading policy adopted by the Company and summarised in Section 6.3.5
Subscriber means a user of either pre or post paid plans for mobile phones
Total addressable market or TAM means the aggregate number of mobile subscribers in all the countries that Zingmobile has or intends to commence servic
Underwriter means Bell Potter Securities Limited (ABN
25 006 390 772)
Underwriting Agreement means the Agreement dated 10 October 2007 between Zingmobile and the Underwriter, the provisions of which are summarised in
USD means a US dollar
WAP is an acronym for Wireless Application Protocol, an open, global specification that empowers mobile users with wireless devices to easily access and inte
Zingmobile or the Company means Zingmobile Group
Ltd, (ARBN 126 494 880), the holding company of the Group
Zingmobile Group or the Group means Zingmobile and its controlled entities

Section 12
Corporate Directory

12
Corporate Directory
ASX trading code
ZMG
Directors Shane Allan TEO Siew Kiet
ONG Teck Guan
Company Secretaries
Nick Geddes
Chong Swee San
Registered Office
146 Robinson Road
# 07- 61, Singapore 068909
Underwriter
Bell Potter Securities Limited
Level 33, Grosvenor Place
225 George Street
Sydney NSW 2000
Telephone: (61 2) 9255 7200
Auditor
PKF-CAP LLP
146 Robinson Road # 08-01
Singapore 068909
Investigating Accountant
PKF Corporate Advisory Services
(NSW) Pty Ltd
Level 10, 1 Margaret Street
Sydney NSW 2000
Solicitors to the Offer and Local Agent for the Company Baker & McKenzie
AMP Centre
Level 27, 50 Bridge Street
Sydney, NSW
Share Registry
Registries Limited
Level 2, 28 Margaret Street
Sydney NSW 2000
Telephone: (61 2) 9290 9600
Facsimile: (61 2) 9279 0664
Email: registries@registries.com.au
Website: www.registries.com.au
Corporate website
www.zingmobile.net
Prospectus Design and Print
Armstrong Miller+McLaren
Level 34, Northpoint
100 Miller Street
North Sydney NSW 2060
Telephone: (61 2) 9922 4200
Website: www.amm.com.au

Section 13
Application Forms
13
Zingmobile Group Limited
ARBN 126 494 880

Application Form
Fill out this Application Form if you wish to apply for Shares in Zingmobile Group Limited

x Please read the Prospectus dated 10 October 2007

x Follow the instructions to complete this Application Form (see reverse).

x Print clearly in capital letters using black or blue pen.


Broker Reference – Stamp Only
Broker Code Advisor Code

A Number of shares you are applying for B Total amount payable x $0.50 per share =
Minimum of 4,000 Shares to be applied for, and thereafter in multiples of 1,000 Shares.

C Write the name(s) you wish to register the Shares in (see reverse for instructions)
Applicant 1

Name of Applicant 2 or < Account Designation >

Name of Applicant 3 or < Account Designation >

D Write your postal address here


Number / Street

Suburb/Town State Postcode

E CHESS participant – Holder Identification Number (HIN)


F Enter your Tax File Number(s), ABN, or exemption category
Applicant #1 Applicant #2

Applicant #3

G Cheque payment details – ÍPIN CHEQUE(S) HERE


Please enter details of the cheque(s) that accompany this application.
Name of drawer of cheque Cheque No. BSB No. Account No. Cheque Amount A$

H Contact telephone number (daytime/work/mobile)

I Email address

Guide to the Application Form


YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM.
Please complete all relevant sections of the Application Form using BLOCK LETTERS. These instructions are cross-referenced to each sectio
Instructions
A. If applying for Shares insert the number of Shares for
which you wish to subscribe at Item A (not less than
4,000 and then in multiples of 1,000). Multiply the number of Shares applied for by $0.50 AUD to calculate the total amount payable a
$amount at B.
C. Write your full name. Initials are not acceptable for first names.
D. Enter your postal address for all correspondence. All communications to you from the Company will be mailed to the person(s) and
E. If you are sponsored in CHESS by a stockbroker or other CHESS participant, you may enter your CHESS HIN if you would like the a
NB: your registration details provided must match your CHESS account exactly.
Correct Forms of Registrable Title
F. Enter your Australian tax file number ("TFN") or ABN
or exemption category if you are an Australian resident. Where applicable, please enter the TFN
/ABN of each joint Applicant. Collection of TFN's is authorised by taxation laws. Quotation of your TFN is not compulsory and will not affect y
G. Complete cheque details as requested. Make your cheque payable to Zingmobile Group Limited Application Trust Account, c
H. Enter your contact details so we may contact you regarding your Application Form or Application Monies.
I. Enter your email address so we may contact you regarding your Application Form or Application Monies or other corresponden
Note that ONLY legal entities can hold the Shares. The Application must be in the name of a natural person(s), companies or
other legal entities acceptable to the Company. At least one full given name and surname is required for each natural person.
Examples of the correct form of registrable title are set out below.
Type of Investor

Individual

Company

Joint Holdings
Trusts

Deceased Estates

Partnerships

Clubs/Unincorporated Bodies

Superannuation Funds

Lodgement
Zingmobile Group Limited
ARBN 126 494 880

Application Form
Fill out this Application Form if you wish to apply for Shares in Zingmobile Group Limited

x Please read the Prospectus dated 10 October 2007

x Follow the instructions to complete this Application Form (see reverse).

x Print clearly in capital letters using black or blue pen.


Broker Reference – Stamp Only
Broker Code Advisor Code

A Number of shares you are applying for B Total amount payable x $0.50 per share =
Minimum of 4,000 Shares to be applied for, and thereafter in multiples of 1,000 Shares.

C Write the name(s) you wish to register the Shares in (see reverse for instructions)
Applicant 1

Name of Applicant 2 or < Account Designation >

Name of Applicant 3 or < Account Designation >

D Write your postal address here


Number / Street

Suburb/Town State Postcode

E CHESS participant – Holder Identification Number (HIN)

F Enter your Tax File Number(s), ABN, or exemption category


Applicant #1 Applicant #2

Applicant #3
G Cheque payment details – ÍPIN CHEQUE(S) HERE
Please enter details of the cheque(s) that accompany this application.
Name of drawer of cheque Cheque No. BSB No. Account No. Cheque Amount A$

H Contact telephone number (daytime/work/mobile)

I Email address

Guide to the Application Form


YOU SHOULD READ THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS APPLICATION FORM.
Please complete all relevant sections of the Application Form using BLOCK LETTERS. These instructions are cross-referenced to each sectio
Instructions
A. If applying for Shares insert the number of Shares for
which you wish to subscribe at Item A (not less than
4,000 and then in multiples of 1,000). Multiply the number of Shares applied for by $0.50 AUD to calculate the total amount payable a
$amount at B.
C. Write your full name. Initials are not acceptable for first names.
D. Enter your postal address for all correspondence. All communications to you from the Company will be mailed to the person(s) and
E. If you are sponsored in CHESS by a stockbroker or other CHESS participant, you may enter your CHESS HIN if you would like the a
NB: your registration details provided must match your CHESS account exactly.
Correct Forms of Registrable Title
F. Enter your Australian tax file number ("TFN") or ABN
or exemption category if you are an Australian resident. Where applicable, please enter the TFN
/ABN of each joint Applicant. Collection of TFN's is authorised by taxation laws. Quotation of your TFN is not compulsory and will not affect y
G. Complete cheque details as requested. Make your cheque payable to Zingmobile Group Limited Application Trust Account, c
H. Enter your contact details so we may contact you regarding your Application Form or Application Monies.
I. Enter your email address so we may contact you regarding your Application Form or Application Monies or other corresponden
Note that ONLY legal entities can hold the Shares. The Application must be in the name of a natural person(s), companies or
other legal entities acceptable to the Company. At least one full given name and surname is required for each natural person.
Examples of the correct form of registrable title are set out below.
Type of Investor

Individual

Company

Joint Holdings

Trusts

Deceased Estates

Partnerships

Clubs/Unincorporated Bodies
Superannuation Funds

Lodgement
Designed and Produced by Armstrong Miller+McLaren — www.amm.com.au
www.zingmobile.net
could affect the financial performance of the Company
lans to offer services in countries with an estimated 547 million mobile subscribers.
5.5x Enterprise value/EBIT (times) 5.7x
Australian taxes. Until such time as it does, Zingmobile will not produce any franking credits. Any future payments of dividends are expected to be in Australian dollars.
r of Shares in any place in which, or
the right to procure any person to sub- underwrite any portion of the Offer. The Underwriter may terminate the Underwriting Agreement if any of the events specified in Sectio

on or exemption permitting such allotment or issue.


nce with the requirements of Singapore law.
ed using specially arranged plain text and often sent as
vestors make their investment

ying and overseeing the day-to-day operations of its regions. While every effort is made to retain key employees
objective of assisting the retention of this key employee, however, there is no guarantee that Zingmobile can

ntial competitors include media companies, traditional video game publishing and broadcast companies. It is also possible that carrier operators may increasingly compete wit

ding changes in licensing requirements


performance.

ar relative to the Singapore dollar will


apore Infocomm Technology Federation).

The Company is committed to ensuring that


eet refers to Zingmobile Group’s financial position after the Offer and including the effects of the Pro-forma Transactions set out in Note 3 of Section 7.12.

ncial information complies with International Financial Reporting Standards.


n this analysis.

nue is retained by the carrier and the remainder is passed on to the respective Group Company.
purposes other than for which it was prepared.

on the reviewed financial statements of the Zingmobile Group for the six months ended 30 June 2007.

re Companies Act and complying with the measurement criteria of Singapore Financial Reporting Standards, which are materially consistent with International Finan
hich it relates for any purposes other than for which it was prepared.

and measurement principles prescribed in International Financial Reporting Standards and other mandatory professional reporting requirements and the accounting polic

ntion that causes us to believe that:

atory professional reporting requirements and accounting policies adopted by the Zingmobile Group.

icies adopted by the Zingmobile Group; or

ery nature, are not capable of independent substantiation.

in Singapore and Indonesia, which are independent to PKFCA and are separate legal entities act as auditors of the companies operating in the respective countries.
priate for their circumstances having regard to their objectives, financial situation or needs.
st, trusts and complying superannuation entities respectively. ·
nd or a distribution attributable to the dividend.
ts to take up new shares in entitlement issues. One CDI represents an interest in one underlying Share.
munications and dealing in this way.

egulated by Singaporean law (in

f Association and may do

hare capital or otherwise).

opt- out of any such sale procedure.


ndustry Council of Singapore may waive compliance with the obligation to make a general offer in certain circumstances, including where a majority of the shareholders of the

$300,000, which may be distributed among the Directors as they determine. The Articles of Association also makes provision for the Company to pay all
X

Correct Form of Registrable Title

Mr John David Smith

ABC Pty Ltd

Mr John David Smith & Mrs Mary Jane Smith


Mr John David Smith
<J D Smith Family A/C>
Mr Michael Peter Smith
<Est Lte John Smith A/C>
Mr John David Smith & Mr Ian Lee Smith

Mr John David Smith


<Smith Investment A/C>
John Smith Pty Limited
<J Smith Super Fund A/C>

X
Correct Form of Registrable Title

Mr John David Smith

ABC Pty Ltd

Mr John David Smith & Mrs Mary Jane Smith

Mr John David Smith


<J D Smith Family A/C>
Mr Michael Peter Smith
<Est Lte John Smith A/C>
Mr John David Smith & Mr Ian Lee Smith

Mr John David Smith


<Smith Investment A/C>
John Smith Pty Limited
<J Smith Super Fund A/C>
any of the events specified in Section 10.7.1 occur.
ators may increasingly compete with Zingmobile in the future, which could introduce new, well funded competitors and also inhibit the Company’s billing and revenue collectio
onsistent with International Financial Reporting Standards. The Historical Consolidated Actual Balance Sheet as at 30 June 2007 was extracted from the reviewe
uirements and the accounting policies adopted by the Zingmobile Group.

n the respective countries.


majority of the shareholders of the company approve by way of a poll

pany to pay all


Important please note if the name & address details above in sections C & D do not match exactly
issued as a result of your application will be held on the Issuer Sponsored subregister.
Important please note if the name & address details above in sections C & D do not match exactly
issued as a result of your application will be held on the Issuer Sponsored subregister.
Important please note if the name & address details above in sections C & D do not match exactly
issued as a result of your application will be held on the Issuer Sponsored subregister.
any’s billing and revenue collection processes.
was extracted from the reviewed financial statements of the Zingmobile Group as at 30 June 2007. The Historical Consolidated Adjusted Balance Sheet as at 30 June 200
tions C & D do not match exactly with your registration details held at CHESS, any Securities
nsored subregister.
Incorrect Form of Registrable Title

J D Smith

ABC P/L or ABC Co

John David & Mary Jane Smith


John Smith Family Trust

John Smith (deceased)

John Smith & Son

Smith Investment Club

John Smith Superannuation Fund

tions C & D do not match exactly with your registration details held at CHESS, any Securities
nsored subregister.
Incorrect Form of Registrable Title

J D Smith

ABC P/L or ABC Co

John David & Mary Jane Smith

John Smith Family Trust

John Smith (deceased)

John Smith & Son

Smith Investment Club


John Smith Superannuation Fund
ed Balance Sheet as at 30 June 2007 is presented based on the Historical Consolidated Actual Balance Sheet as at
Summary Offer Details
Offer Price per Share
Shares under the Offer 50c
Gross proceeds of the Offer 18,000,000
$9,000,000
Market capitalisation at the Offer Price on the
Listing Date
For the Forecast 20071 $29,041,410
Diluted EPS (cents)
Price Earnings Ratio at Offer Price (times) 4.2c
Enterprise value/EBITDA (times) 12.0x
Enterprise value/EBIT (times) 5.5x
5.7x
(1) Year ended 31 December 2007
Key Dates
Opening Date
Closing Date 18 October 2007
8 November
Expected dispatch of Holding Statements2007
Expected Listing Date 12 November 2007 16 November 2007
Year ended 31 December 2012 2013 2014
Audited Forecast Forecast
Pro-forma Pro-forma
RM RM RM
Revenue 4,242,005 5,700,000 7,400,000
Cost of goods sold (1,317,683) (1,240,000) (1,500,000)
Gross profit 2,924,322 4,460,000 5,900,000
Operating costs (1,341,223) (1,100,000) (1,350,000)
EBITDA (before public company expenses) 1,583,099 3,360,000 4,550,000
Public company expenses - - (1,000,000)
EBITDA (before public company expenses) 1,583,099 3,360,000 3,550,000
Depreciation & amortisation (356,365) (450,000) (450,000)
EBIT 1,226,734 2,910,000 3,100,000
Net interest (expense)/income - - -
Profit before tax 1,226,734 2,910,000 3,100,000
Income tax expense - - -
Net profit after tax 1,226,734 2,910,000 3,100,000

No. of shares assimed in issued 100,000 600,000 200,000,000


Net EPS(sen) 12.27 4.85 0.02

Year ended 31 December 2014


Forecast
Pro-forma
RM
ASSETS
Current assets
Cash & cash equivalents (Note 5) 6,000,000
Trade receivables 2,000,000
Other receivables 1,035,000
Total current assets 9,035,000
Non-current assets
Goodwill 3,888,000
Property, plant & equipment 44,000
Total non-current assets 3,932,000
Total assets 12,967,000
LIABILITIES AND EQUITY
Current liabilities
Trade payables 750,000
Other payables 440,000
Term loan 15,000
Income tax payable -
Total current liabilities 1,205,000
Non-current liabilities
Amt due to holding company (Note 6) 3,700,000
Term loan -
Deferred tax -
Total non-current liabilities 3,700,000
Total Liabilities 4,905,000
Capital and reserves
Share capital (Note 7) 600,000
Retained earnings and reserves 7,462,000
Net equity 8,062,000
Total liabilities and equity 12,967,000
-

For the year ending 31 December 2014

Cash flow from operating activities


Profit after tax
Adjustments for:
Depreciation
Operating Profit before working capital
Increase in Trade & Other Receivables
Decrease in Trade & Other Payables
Net cash generated from operations
Cash flow from investing activities
Increase in Investment
Purchase of plant and equipment
Net cash used in investing activities
Cash flow from financing activities
Proceeds from the Share Offer pursuant to this Prospectus
Share Offer expenses
Net cash from financing activities
Net increase in cash & cash equivalents
Cash & cash equivalents at beginning of year
Cash & cash equivalents at end of year

For the year ending 31 December 2014 Shares Issued Share Capital Cash
RM RM
As per Historical Actual Balance Sheet 600,000 600,000 -
Shares split prior to offer 69,400,000 - 1,700,000
Placement 80,000,000 16,000,000 16,000,000
IPO gross offer proceeds under this Prospetus 50,000,000 12,500,000 12,500,000
Less expenses of the offer - (2,000,000) (2,000,000)
Cash balance brought forward (actual) - - 300,000
As per Historical Adjusted Balance Sheet 200,000,000 10,500,000 28,500,000
2015 2016
Forecast Forecast
Pro-forma Pro-forma
RM RM
9,000,000 11,000,000
(1,600,000) (1,700,000)
7,400,000 9,300,000
(1,400,000) (1,500,000)
6,000,000 7,800,000
(1,000,000) -
5,000,000 7,800,000
(450,000) (450,000)
4,550,000 7,350,000
- -
4,550,000 7,350,000
- -
4,550,000 7,350,000

200,000,000 200,000,000
0.02 0.04

2014
After
Public Issue
RM

28,500,000
2,000,000
22,235,000
52,735,000

3,888,000
44,000
3,932,000
56,667,000

750,000
440,000
15,000
-
1,205,000

-
-
-
-
1,205,000
50,000,000
5,462,000
55,462,000
56,667,000
-

RM

3,100,000

450,000
3,550,000
(3,700,000)
17,000,000
16,850,000

-
(150,000)
(150,000)

12,500,000
(1,000,000)
11,500,000
28,200,000
300,000
28,500,000
Note 7: Share capital
Movements in Share Capital
SGD No of shares
As per Historical Consolidated Actual Balance Sheet 1 1
Issue of 199,999 new Shares 199,999 199,999
Share split prior to the Offer (Split ratio of 40,082,820: 200,000 Shares) – 39,882,820
Aggregated share capital before the Offer 200,000 40,082,820
Share Offer
18,000,000 shares issued at AUD 0.50 each pursuant to this Prospectus
converted at AUD1.0000=SGD1.3129
11,816,100 18,000,000
Expenses of the Offer (AUD1,375,534 @ 1.3129) (1,805,939) –
As per Pro-forma Historical Consolidated Adjusted Balance Sheet 10,210,161 58,082,820

Impact of Pro-forma Transactions on the Historical Consolidated Actual Balance Sheet as at 30 June 2007

SGD ares issued hare Capital


SGD

Cash
SGD

As per Historical Consolidated Actual Balance Sheet 200,000


200,000 – Shares split prior to Offer
39,882,820 – – IPO gross offer proceeds under
this Prospectus 18,000,000 11,816,100 11,816,100
Less expenses of the Offer –
(1,805,939) (1,805,939) Cash balance brought forward (actual)
– – 977,369
As per Historical Consolidated Adjusted Balance Sheet 58,082,820
10,210,161 10,987,530