On 22 August 2003, our Company was incorporated in Bermuda as an exempted company limited by shares. In preparation for our listing on the SGX-ST, our Company undertook the Restructuring Exercise.

Our history and experience in the environmental protection business can be traced back to October 1992 when our Executive Chairman and Executive Director, Mr Wing Hak Man and our Chief Executive Officer and Executive Director, Mr Chan Kong first established GI Group, a BVI Company, to engage in the trading of heat preservation materials and environmental protection products. The products traded were principally equipment, parts, components and accessories for use in wastewater and sewage treatment plants in the PRC.

Such trading activities of the GI Group were entirely conducted through an independent import/export company which was appointed by GI Group as distributor of its products in the PRC as GI Group did not establish a direct presence in the PRC until the establishment of Dongguan GI in July 2001.

In anticipation of an increase in demand for quality wastewater treatment products and services with the PRC government's increasing awareness of environmental protection issues, in June 1993, we entered into a collaboration arrangement with Shanghai AD. Shanghai AD is a research company focusing on wastewater treatment technologies. It was then owned by a group of researchers and other individuals led by Mr Song Kun Yuan and Mr Zhu Wei Dong (both currently our Executive Directors). Pursuant to the collaboration arrangement, Shanghai AD was responsible for carrying out the research and development work designated by us while we provided the funding for research and would own all the intellectual property rights arising from such research. The principal research and development project undertaken by Shanghai AD was our BMS Biological Process Technology.

In October 1993, we commenced the trial use of our BMS Biological Process Technology in the treatment of household wastewater in Nanhui County (subsequently renamed Nanhui District), Shanghai, the PRC and the trial was completed in July 1995.

In November 1996, we first commenced the research and development of commercial products utilising our BMS Biological Process Technology. Our BMS rubbish processor was the first commercial product that we developed utilising our proprietary technology. It was commercially launched in December 2001.

In order to capture the business opportunities arising from the public toilet reforms in several major cities in the PRC, we commenced research and development of our BMS mobile toilet utilising our BMS Biological Process Technology in November 1998. Our BMS mobile toilet was first launched in the PRC market in December 2001.

In September 1998, we commenced research and development on a wastewater treatment process that we named BYDROX wastewater treatment process, that combines the use of our proprietary BMS Biological Process Technology with a third party high-pressure water pump for the treatment of industrial wastewater where a high density of pollutants exist. After three years of field trials, in August 2001, BYDROX wastewater treatment process was applied in one wastewater treatment project in Shanghai.

In December 2000, our BMS Biological Process Technology passed the technology assessment conducted by Shanghai EPA based on the trial plant installed by our Group in Nanhui District Shanghai. GI Group and its subsidiaries are owned by our shareholders, Messrs Wing Hak Man, Chan Kong, Leung Lai and Cheng Ka Lok, Michael, Ms Yiu Ching and Global Success Properties Limited.

To cope with the increasing demand for our BMS wastewater treatment services and our BMS wastewater treatment and waste management products, in July 2001, we expanded our scope of business activities beyond trading to include the provision ofBMS wastewater treatment services and the manufacture of our BMS wastewater treatment and waste management products through the establishment of Dongguan GI. Dongguan GI was established to undertake wastewater treatment projects in the PRC and to manufacture and sell our waste management products. Our wastewater treatment services comprised the provision of consultancy and design, installation and commissioning, project management as well as after-sales and maintenance services of our BMS biological waste treatment systems.

Since the establishment of Dongguan GI in July 2001, GI Group and its subsidiaries had ceased to undertake contracts and are currently in the process of being voluntarily wound up.

In May 2002, GI Group entered into a licence agreement with Global Bio-Engineering Limited, a wholly- owned subsidiary of, Global Green, the holding company of our Substantial Shareholder, Global Success Properties Limited, pursuant to which Global Bio-Engineering Limited was granted a sole and exclusive right to utilise our BMS Biological Process Technology in wastewater treatment projects and to sell our BMS wastewater treatment services and waste management products, in Hong Kong and Singapore for an initial term of 10 years (commencing from 2 May 2002) with an option for renewal for up to 5 years. Under the terms of the said licence agreement, Global Bio-Engineering Limited is required to pay a royalty equivalent to 10% of all gross income either received or receivable by it in respect of the grant of the said licence and the supply of our BMS wastewater treatment and waste management products. On 30 October 2003, this licence agreement was terminated in view of the Restructuring Exercise and in substitution, Ocean Force entered into a new licence agreement with Global Bio-Engineering Limited on substantially similar commercial terms.

In August 2002, with a view to consolidating our research and development capabilities, we acquired Shanghai AD and Shanghai GI through Shanghai GA. We established Shanghai GA as a wholly foreign owned enterprise for such acquisitions. Having obtained the relevant approvals from the PRC authorities, Shanghai GA first entered into a share transfer agreement pursuant to which it acquired a 90% interest in the registered capital of Shanghai AD from its then shareholders, Mr Yan Fang (4%), Mr Song Kun Yuan (51%), Mr Zhu Wei Dong (30%) and Ms Zhao Min (5%) at an aggregate consideration of RMB900,000 based on the net asset value of Shanghai GA as at 31 December 2001. The remaining 10% interest in the registered capital of Shanghai GA is held by Mr Yan Fang. The acquisition was completed on 24 October 2002. Mr Yan Fang, Mr Song Kun Yuan and Mr Zhu Wei Dong are currently our Executive Directors and Ms Zhao Min is our Executive Officer.

In October 2002, Shanghai GA entered into a share transfer agreement to acquire a 90% interest in the registered capital of Shanghai GI from the then shareholders of Shanghai GA, namely, Shanghai AD (60%) and Mr Yan Fang (30%) at an aggregate consideration of RMB900,000 based on the net asset value of Shanghai GI as at 31 December 2001. The remaining 10% interest in the registered capital of Shanghai GI is held by Shanghai AD. The acquisition was completed on 4 November 2002. Pursuant to the acquisition of Shanghai AD by GI Group, the collaboration agreement entered into between Shanghai AD and GI Group was terminated.

In November 2002, we entered into an agreement with The Chinese University of Hong Kong whereby we were granted an exclusive license to use certain sulfur black dye bacterium and two indigo and indigo carmine degradation methodologies invented and patented in the United States by The Chinese University of Hong Kong for an up front license fee of HK$100,000. We shall, during the continuation of the license, be responsible for all agency and government fees payable for the maintenance of these patents.

In March 2003, Shanghai GI obtained B Level Design Certificate from the State EPA , and was permitted to carry out the design of certain types of wastewater treatment projects. After the establishment of Dongguan GI in July 2001 but prior to March 2003, we had appointed qualified PRC sub-contractors for all our wastewater treatment projects to carry out the design and installation. With the certification, we have undertaken the design of certain of our wastewater treatment projects within the scope permitted by such certification. We will continue to appoint qualified PRC sub-contractors to carry out the design and installation in our other wastewater treatment projects.